Last Updated: February 10, 2022
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
Churchill is a U.S. federally registered investment adviser. Churchill may only transact business or render personalized investment advice in those states and international jurisdictions where Churchill is registered, has filed notice, or is otherwise excluded or exempted from notice or registration requirements. The purpose of the Site is for information only. Any communications with prospective clients residing in states or international jurisdictions where Churchill is not registered or licensed shall be limited so as to not trigger registration or licensing requirements. Nothing on the Site should be construed as investment advice, which can be provided only in one-on-one communications.
PERSONAL AND NON-COMMERCIAL USE LIMITATION
NO INVESTMENT ADVICE
The information on the Site is intended to enable investors to understand the nature of Churchill’s financial advisory services. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information made available through the Site should not be construed as any endorsement, recommendation or sponsorship of any company or security by Churchill. The Site may also provide you with access to software, functionality, web-based tools or calculators that you may use at your own risk, provided that you understand and agree that all such items are provided “as is” and without any warranty of any kind. There are inherent risks in relying on, using or retrieving any information found on the Site, and Churchill urges you to make sure you understand these risks before relying on, using or retrieving any information on the Site. You should evaluate the information made available through the Site, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information. You agree that Churchill is not liable for any action you take or decision you make in reliance on any information on the Site.
Churchill’s services are designed to integrate with the services provided by its clients’ other financial, legal and tax advisers, not to replace their services. Churchill advises its clients from time to time on non-investment related matters, but clients must rely on their other professional advisers for final approval and/or implementation of non-investment matters.
You acknowledge that any requests for information are unsolicited and any information provided shall neither constitute nor be construed as investment advice by Churchill to you or constitute the formation of an investment advisory relationship, or any other client relationship. Churchill does not guarantee the suitability or potential value of any particular investment or information source.
As a condition to your use of the Site, you represent and warrant to, and agree with Churchill that, all of the information that you provide is truthful, accurate and complete.
DISCLAIMERS AND LIMITATION OF LIABILITY
THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY CHURCHILL OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.
CHURCHILL AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.
CHURCHILL AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CHURCHILL AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. NO ORAL OR WRITTEN INFORMATION PROVIDED BY CHURCHILL RELATED TO THE SITE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF CHURCHILL’S OBLIGATIONS HEREUNDER. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
YOUR USE OF THE SITE IS AT YOUR OWN RISK. CHURCHILL DOES NOT WARRANT THAT THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS SITE WILL MEET YOUR REQUIREMENTS, THAT THEY ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, THAT THEY WILL BE FREE FROM ERRORS OR THAT ERRORS WILL BE CORRECTED. FURTHERMORE, CHURCHILL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE CORRECTNESS, ACCURACY, QUALITY, RELIABILITY OR SECURITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS SITE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE SITE OR THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL CHURCHILL AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CHURCHILL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
OWNERSHIP OF CONTENT
NO UNLAWFUL OR PROHIBITED USE
In addition, you will comply with the following “Rules of Conduct,” which we may update from time to time. You agree not to do any of the following:
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure that effectively controls access to, or the rights in, the Site in any way including, without limitation, by manual or automatic device or process;
- “Frame” or “mirror” any part of the Site;
- Reproduce, modify, display, publicly perform, distribute or create derivative works of the Site;
- Submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
- Take any action that imposes or may impose (in our absolute discretion) an unreasonable or disproportionately large load on our infrastructure;
- Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site;
- Remove any copyright, trademark or other proprietary rights notices contained on the Site;
- Use any computer program, bot, robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, data mine, or in any way reproduce or circumvent the security structure, navigational structure, or presentation of the Site. Operators of public search engines may use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We may revoke this exception at any time and require removal of archived materials gathered in the past;
- Use Churchill’s name, trademarks, logo or other proprietary information without Churchill’s express written consent;
- Use any meta tags or other hidden text or metadata utilizing a Churchill trademark, logo URL or product name without Churchill’s express written consent;
- Express or imply that you or any statements you make are endorsed by us, without our prior written consent;
- Impersonate any person or entity, including any of our (or our affiliates’) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity;
- Use the Site to advertise or offer to sell or buy any goods or services without our express prior written consent;
- Attempt to probe, scan or test the vulnerability of any Churchill system or network or breach any security or authentication measures;
- Manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you submit;
- Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site;
- Use the Site to do anything misleading, malicious or discriminatory;
- Violate any applicable law or regulation;
- Link to any portion of the Site other than the URL assigned to the home page of the Site;
- Create a database by systematically downloading and storing all or any Site;
- Access, reload, or refresh pages, or make any other request to servers, more than once during any three-second interval; or
- Request more than 500 pages of the Site in any 24-hour period, whether alone or with a group of individuals, by manual or automatic device or process.
REFERENCES TO PUBLICATIONS AND OTHER COMPANIES
References to any publication or any other company in the Site are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of Churchill or that Churchill endorses, recommends or approves the services or products of such companies. News stories reflect only the author’s opinion and not necessarily that of Churchill.
LINKS TO THIRD PARTY WEBSITES
The Site may contain hyperlinks to websites operated by parties other than Churchill, which may not have been screened or reviewed by Churchill and which may contain inaccurate, inappropriate or offensive material, products or services. Churchill does not control such websites, and Churchill assumes no responsibility or liability with regard to the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. Churchill’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
THIRD PARTY MATERIALS
You may be able to access, review, display or use third party services, resources, content or information (“Third Party Materials”) via the Site. You acknowledge sole responsibility for, and assume all risk arising from, your access to, use of or reliance upon any such Third Party Materials. Churchill claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials. Your ability to access or link to Third Party Materials does not imply any endorsement by Churchill of Third Party Materials or any such third party services. You acknowledge and agree that Churchill: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services referenced in such Third Party Materials; and (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance on or use of such Third Party Materials. Notwithstanding the foregoing, Churchill reserves the right to remove Third Party Materials at any time in Churchill’s absolute discretion.
THIRD PARTY SERVICE PROVIDERS
MODIFICATION AND MONITORING OF SITE
TERMINATION AND CANCELLATION
Churchill reserves the right to modify or terminate the Site and to terminate your access to the Site, without notice at any time and for any reason.
JURISDICTIONAL ISSUES AND APPLICABLE LAW
Unless otherwise specified, Churchill controls and operates the Site from its offices within the State of California, United States of America.
- Churchill does not claim that materials in the Site are appropriate or available for use in locations other than California. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.
- Software from the Site is further subject to United States export controls. Software from the Site may not be downloaded or otherwise exported or re-exported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.
ARBITRATION OF PROBLEMS AND DISPUTES
YOU AND CHURCHILL AGREE THAT YOU AND CHURCHILL MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
CONSENT TO ELECTRONIC COMMUNICATIONS
Churchill may provide you with statements, reports and other communications relating to your investments in electronic form, such as e-mail or via the Site. You hereby consent to receive statements, reports and other communications regarding your account and its management exclusively in electronic form without separate mailing of paper copies. Without limiting the generality of the foregoing, you hereby agree that Churchill may provide any communication or notification to you electronically and you hereby consent to receive by electronic means any and all agreements, documents, disclosures and/or notices required to be given by applicable law, regulation or internal Churchill policy. You also consent to allow Churchill to respond to any inquiries or communications by e-mail, fax or other electronic means regardless of the format of the original inquiry. You agree that electronic copies of communications are valid and you will not contest the validity or enforceability of such communications or any related transactions, absent proof of altered data or tampering. To the full extent provided by applicable law, you agree and acknowledge that all electronic communications delivered to you by Churchill: (i) shall be given the same legal effect as signed paper communications; (ii) shall be considered a “writing” or “in writing;” and (iii) shall be deemed for all purposes to have been “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. You agree that all electronic communications and actions recorded by Churchill shall be deemed valid and admissible originals.
You agree and consent that your electronic signature on agreements and documents has the same legal effect as if you signed such agreements and documents in ink and will be deemed valid, authentic, enforceable and binding. You understand and acknowledge that the federal Electronic Signatures in Global and National Commerce Act defines an “electronic signature” as an electronic sound, symbol or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to be bound by such contract or record. Based on this definition, you further consent that your electronic actions or your participation in certain electronic processes that are logically associated with a contract or any fully disclosed terms and conditions shall also have the same legal effect as if you signed such contract or agreed to such terms and conditions by providing your written signature in ink and you agree that such actions/participation will be deemed a valid and binding contract to the extent such actions/participation indicates your intent to be legally bound. Without limiting the generality of the foregoing, you may accept terms and conditions of an agreement by replying to an e-mail with express approval or assent.
You agree to be bound by any agreement or consent you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices. You agree that when you click on any “I Agree” or “I Consent” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement shall be legally binding and enforceable and a legal equivalent of your handwritten signature.
You also acknowledge that electronic transmissions over the Internet, including e-mails from Churchill, may be accessed by recipients other than you and may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient, may contain computer viruses or other defects and may not be successfully replicated on other systems. Churchill gives no warranties in relation to these matters. Churchill reserves the right to intercept, monitor and retain electronic communications to and from the Site and its computer systems as permitted by applicable law. If you have any doubts about the authenticity of an e-mail purportedly sent by Churchill, please contact the purported sender immediately.
You understand that trading instructions provided electronically (email, text or otherwise) or left on a voice mail message cannot be accepted and will not be executed. You further agree that in order for such instruction to be executed that you will speak with a member of Churchill. In addition, all trade instructions may not occur for forty-eight hours.
To receive electronic communications and electronically signed agreements, you must maintain a valid email address. You hereby agree to notify us immediately if your email address changes. To notify us of your new email address, please contact a member of our client service team.
To receive electronic records, you must have access to:
– a computer or mobile device with an operating system we support,
– an Internet browser we support,
– a connection to the Internet, and
– a program that accurately reads and displays PDF files (such as Adobe® Acrobat® Reader).
The following link includes more information on the hardware, software and operating systems that we currently support: Technical Requirements. https://www.churchillmanagement.com/software-hardware-requirements/. You should check the Technical Requirements page occasionally for updates on supported hardware, software and operating systems.
You will also need a printer if you wish to print out and retain records on paper, and electronic storage if you wish to retain records in electronic form.
CHANGING YOUR CONSENT
If you elect to receive required notices and disclosures only in paper format, it may slow the speed at which we can complete certain steps in transactions with you and delivering services to you. Nonetheless, you may change your consent at any time. Your consent to electronic communications and E-signing may also be withdrawn at any time by providing us with written notice that has been sent to the address below. Notwithstanding your change of consent, any electronic communications provided or agreements entered into with your electronic signature prior to your consent being withdrawn shall remain effective and binding. Your correspondence must contain in the body of such request your e-mail address, full name, street address, and telephone number.
Churchill Management Group
5900 Wilshire Boulevard
Los Angeles, California 90036