Nuveen Churchill Private Capital Income Fund
This site and the materials herein are directed only to certain types of investors and to persons in jurisdictions where Nuveen Churchill Private Capital Income Fund (“PCAP”) is authorized for distribution.
Complete information about investing in shares of Nuveen Churchill Private Capital Income Fund is available in the prospectus, which should be read carefully to fully understand all of the implications and risks associated with the offering.
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The web site located at www.nuveen.com ("Web Site") and the mobile software applications ("Mobile Apps") developed, distributed or owned by Nuveen, LLC, or one of its U.S. subsidiaries or investment specialists (collectively "Nuveen," "we," "our,", "us") are referred to herein collectively as the "Web Site/Mobile Apps." Please read these terms and conditions of use ("Terms") carefully before using the Web Site/Mobile Apps or any of the information or services provided by Nuveen in connection with the Web Site/Mobile Apps. By using the Web Site/Mobile Apps, you acknowledge that you have read and understood these Terms and accept and agree to be legally bound by them. If you do not accept and agree to these Terms, you are not an authorized user of the Web Site/Mobile Apps or any of the information or services provided by Nuveen in connection with the Web Site/Mobile Apps and should promptly terminate all use thereof. The term Web Site includes any other web site owned, operated, licensed, or controlled by Nuveen. The term Mobile Apps includes any updates and supplements to the original Mobile App provided to you by Nuveen. The terms "you" and "your" mean you and any entity you may represent in connection with the use of the Web Site/Mobile Apps. These Terms are in addition to any other agreements between you and Nuveen, including any customer or account agreements, and any other agreements that govern your use of information, content, tools, products and services available on and through the Web Site/Mobile Apps. You may use your browser to download or print a copy of these Terms for your records.
These Terms were last updated on February 6, 2018.
Nuveen reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms at any time. We suggest that you check these Terms periodically for changes. The Terms can be accessed from a link at the bottom of the pages of the Web Site/Mobile Apps. Any changes, modifications, additions to, or deletions from these Terms shall be effective immediately upon posting on the Web Site/Mobile Apps. You acknowledge that, by using the Web Site/Mobile Apps after we post changes to these Terms, you accept and agree to be legally bound by these Terms as changed. Nuveen may also from time to time offer other services that are governed by different terms and conditions.
No Offer or Advice
The Web Site/Mobile Apps and their content are provided for informational and educational purposes only. Nothing on the Web Site/Mobile Apps constitutes a recommendation, solicitation or offer by Nuveen to sell or buy any security or investment product or service. The Web Site/Mobile Apps does not, and it is not intended to, provide any financial, investment, retirement planning, insurance, legal, accounting or tax advice. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. The Web Site/Mobile Apps should not be used or relied upon by you as a substitute for independent research or professional tax, financial or legal advice. You should seek such professional tax, financial or legal advice for your specific situation. You acknowledge that your requests for information in connection with the Web Site/Mobile Apps are unsolicited.
Before acquiring the shares of any investment fund by purchase or exchange, it is your responsibility to read the fund's prospectus or offering materials. For more information on any fund, contact your registered representative (financial professional) or download a prospectus by clicking on the applicable link appearing throughout the Web Site/Mobile Apps. Prospectuses contain more complete information on advisory fees, distribution charges, and other expenses, and should be read carefully before investing or sending money. Past performance does not guarantee future results. Please remember that there is no assurance that the objective of any fund will be achieved. Please also note that investment return and principal value will fluctuate. All investments involve risks and may lose value. An investment in a fund or other investment product is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Unless otherwise specified, Nuveen controls, operates and services the Web Site/Mobile Apps from its offices within the United States. The services and products described and information provided through the Web Site/Mobile Apps are directed to and are intended to be made available only to persons in the United States and are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Nuveen or any of its investment products or services to any registration requirement within such jurisdiction or country. Persons who access the Web Site/Mobile Apps do so on their own initiative, and are responsible for compliance with applicable local laws and regulations.
Access to Web Site/Mobile Apps and Content
Nuveen reserves the right, in its sole discretion, to withdraw access to or modify any of the information, tools, content or services provided in connection with the Web Site/Mobile Apps (the "Content") at any time without providing notice to you. All Content is presented as of the date published or indicated, and may become inaccurate as a result of subsequent market events or for other reasons. Although Nuveen makes every attempt to provide accurate and timely Content, Nuveen does not guarantee or ensure the accuracy, completeness, currency or authenticity of any Content or functionality, or transmission of any Content from the Web Site/Mobile Apps to you. Furthermore, you are solely responsible for making sure that you are receiving up-to-date Content from the Web Site/Mobile Apps, including, but not limited to, by properly using the "Update Content" function on the Mobile Apps while you are connected to the internet or by appropriately setting cache settings on your web browser. Nuveen may withdraw access to or modify any of the investment products and services described on the Web Site/Mobile Apps at any time without providing notice to you.
Trademarks, Copyrights and other Intellectual Property
All Content is owned or licensed by Nuveen and its third-party information providers and is protected by applicable copyrights, trademarks, service marks and/or other intellectual property rights. All Content is solely for your personal, non-commercial use or that of your clients. Accordingly, you may not copy, reproduce, modify, sell, reuse, republish, post, frame, deep link, transmit, display, distribute or use for any commercial or unlawful purpose any Content, including, without limitation, any text, images, video, audio, code, user interface design or logos on the Web Site/Mobile Apps, without Nuveen's express prior written permission. If permitted by the Web Site/Mobile Apps, you may download Content for your personal use or that of your clients so long as you retain all copyright and other proprietary notices set forth in the Content. Please note that, notwithstanding the foregoing, if you have access to Content that is marked for use by financial professionals only, then you are not permitted to disclose such Content to your clients and your clients are not permitted to use such Content in any way. Any unauthorized use of Content violates the intellectual property rights of Nuveen and may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
All trademarks, service marks, trade names, and logos ("Marks") displayed on the Web Site/Mobile Apps are proprietary to Nuveen and/or any respective third-party owners. Nothing contained on the Web Site/Mobile Apps should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark displayed on the Web Site/Mobile Apps without the express prior written permission of Nuveen or such other third-party owner. Your use of the Marks displayed on the Web Site/Mobile Apps, except as provided herein, is strictly prohibited.
Limited License and Mobile Apps Access; All Rights Reserved
Nuveen hereby grants you a limited, non-exclusive, non-transferable and revocable license to access and make personal use of the Mobile Apps. Nuveen owns all intellectual property and proprietary rights in and to the Mobile Apps. Your limited, non-exclusive, non-transferable and revocable license to use the Mobile Apps confers no title or ownership in or to the Mobile Apps or any portion of them and shall not be deemed or construed a sale or other conveyance of any right in the Mobile Apps or any portion of them other than the specific rights provided hereby. The Mobile Apps are licensed to you; they are not being sold. You may install, use, access, display, run or otherwise interact with one copy of each Mobile App, or any prior version for the same application, on a single computer, workstation, terminal, handheld PC, "tablet," "smart phone," or other digital electronic device. Your limited, non-exclusive, non-transferable and revocable license to use the Mobile Apps may be suspended or terminated by Nuveen at any time for any reason, without prior notice. Upon any prohibited use of the Mobile Apps by you, including, but not limited to, those described below, your limited, non-exclusive, non-transferable and revocable license to use the Mobile Apps shall be immediately and automatically terminated.
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You may not download, export, or re-export the Mobile Apps or any part of them (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Mobile Apps, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further acknowledge and agree that any use by or for you of the Mobile Apps shall comply with all export control laws including without limitation the Export Administration Regulations ("EAR"), International Traffic in Arms Regulations ("ITAR"), and regulations and orders administered by the Treasury Department's Office of Foreign Assets Control.
Any use or attempted use of the Web Site/Mobile Apps (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) that could interfere with any other party's use and enjoyment of the Web Site/Mobile Apps, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by Nuveen to be made accessible to a user by hacking or any other means, or (vi) to obtain or attempt to obtain any materials or information through any means not intentionally made available by Nuveen, or (vii) for any use other than the purpose for which it was intended, is prohibited.
In addition, users and visitors of the Web Site/Mobile Apps may not, without Nuveen's express prior written permission:
- copy, reproduce, republish, upload, post, transmit, or distribute in any way Content in any manner inconsistent with the purposes for which it is offered by Nuveen to its customers, prospective customers or members of the general public;
- copy, modify, or display Nuveen's name or logo, or any text, graphic images, or other Content;
- redeliver any of the pages, text, images, or other Content using "framing" technology;
- use devices (including software) that are designed to provide repeated automated access to the Web Site/Mobile Apps other than those made generally available by Nuveen;
- deep link or employ software or any automatic device, technology or algorithm, to "crawl," "scrape," search or monitor the Web Site/Mobile Apps, provided that generally available third-party web browsers may be used without Nuveen's authorization;
- include "Nuveen" or any other Nuveen trademark, the name of any Nuveen personnel, or any variation of any of the foregoing, as a metatag, hidden textual element, or any other indicator that may create a false or misleading impression of affiliation, sponsorship, or endorsement between any user and/or site and Nuveen;
- collect or store personal data about other users of the Web Site/Mobile Apps;
- upload, email or otherwise transmit to the Web Site/Mobile Apps any material that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software or hardware of file communications equipment that is owned, leased or used by Nuveen;
- resell or provide commercial use of the Web Site/Mobile Apps or the Content, or create any derivative use of the Web Site/Mobile Apps or the content therein;
- make use of any data mining, robots, or similar data gathering and extraction tools; or
- reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit for any commercial purpose the Web Site/Mobile Apps.
Nuveen reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user's access and/or account. Nuveen may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Nuveen Privacy notice, Nuveen reserves the right at all times to disclose any information as Nuveen deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Nuveen's sole discretion.
Links to Nuveen's Website from Other Websites
You shall not display hyperlinks on your websites to any website owned or operated by Nuveen, including the Web Site. If you desire to display on your website a hyperlink to the Web Site, you must enter into a written agreement with Nuveen governing such display. To submit a request to display hyperlinks on your websites to the Web Site, please contact us.
Transmissions to and From this Website
Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from the Web Site/Mobile Apps may not be secure or confidential. Nuveen makes no representation whatsoever concerning the security or confidentiality of your electronic communications and specifically makes no representation that any electronic communications transmitted to the Web Site/Mobile Apps will be received by Nuveen. Communications to Nuveen, particularly those containing confidential information, may be sent by mail to: Nuveen, LLC, 333 West Wacker Dr., Chicago, IL 60606, Attn: Webmaster. Subject to our Privacy notice, any electronic communications you transmit to the Web Site/Mobile Apps, including, but not limited to, data, questions, comments or suggestions, will be treated by Nuveen as nonconfidential and nonproprietary. Any such communications, including any ideas, concepts, know-how, or techniques contained therein, may be used by Nuveen for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. You hereby waive all rights to any claim against Nuveen for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with electronic communications you transmit to the Web Site/Mobile Apps.
Email and Marketing
Financial professionals who complete the registration process to access information on the Web Site/Mobile Apps that is restricted to financial professionals are at the same time granting Nuveen permission to send them e-mail messages for marketing and general communication purposes at the e-mail address they have provided. This service may be discontinued at any time by responding to the email with "Unsubscribe" in the subject line or by using the Contact Us feature on the Web Site/Mobile Apps to notify us of your desire not to receive such communications.
Nuveen respects the intellectual property rights of others, and we ask all those that access the Web Site/Mobile Apps to do the same. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Nuveen designates an agent, as described below, to receive notifications of claimed infringement. If you reasonably believe that your work has been copied in a way that constitutes copyright infringement, please provide Nuveen's Copyright Agent the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Web Site/Mobile Apps;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Nuveen's Legal Department is its Copyright Agent for notice of claims of copyright infringement on its site. Nuveen's Legal Department address is: Nuveen Legal Department – Copyright, 333 W. Wacker Dr., Chicago, IL 60606.
Connection Requirements; Passwords and Security
To ensure a high level of confidentiality and security, Nuveen maintains physical, electronic and procedural safeguards that meet or exceed federal standards. However, you are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use the Web Site/Mobile Apps, and Nuveen reserves the right to change the access configuration of the Web Site/Mobile Apps at any time without prior notice. The Mobile Apps should be accessible on currently supported iPad® devices. iPad® is a registered trademark of Apple Inc. Please note that wireless networks and Wi-Fi network speeds vary by provider and geographic location. We are not responsible for limitations of such services used to access the Web Site/Mobile Apps.
The Mobile Apps will provide you with general information about Nuveen and its products and services. To access detailed information about certain Nuveen accounts you may be enrolled or subscribe to, an internet link within the Mobile App will direct you to the appropriate login page of the Web Site. From there, you must provide your login credentials to access available account information. To access password-protected content on the Web Site, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, and choose a password and user name. You are entirely responsible for maintaining the confidentiality of your login credentials and for any and all activities that occur while logged in or accessing personal account information through the third-party links provided on the Web Site. You will be logged out of certain secure portions of the Web Site after a period of inactivity, at which time you will be required to re-enter your credentials to access secure information. You agree to (a) immediately notify Nuveen of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. NUVEEN WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. HOWEVER, YOU COULD BE HELD LIABLE FOR LOSSES INCURRED BY NUVEEN OR ANOTHER PARTY DUE TO SOMEONE ELSE USING YOUR ACCOUNT OR PASSWORD. YOU MAY NOT USE ANYONE ELSE'S ACCOUNT AT ANY TIME.
For information on how Nuveen uses and protects the personal information you may provide in and to the Web Site/Mobile Apps, please read Nuveen's
Nuveen will gather personal information when you complete the Web Site registration form, subscribe to weekly commentary or other marketing collateral or order literature from the Web Site. We also collect general tracking information through our Web Site/Mobile Apps, such as which pages are viewed at which times, automatically through our web server software. The tracking information is used to give us a summary view of how our Web Site/Mobile Apps are used. Currently, we track IP addresses and Mobile App installation IDs of our users on the Web Site and within the Mobile Apps in order to provide us with information that will improve our services and help us analyze the data to determine customer interest.
We may conduct surveys regarding our products and services, including the operation of our Web Site/Mobile Apps. The information you provide is used only on an aggregated basis and is analyzed only to help improve our products and services and for company management and planning purposes. You will not receive communications as a result of your participation in one of our surveys if you notify us not to contact you.
As you navigate through and interact with the Web Site/Mobile Apps, we may automatically collect certain information through cookies, web beacons and other tracking technologies, including information about your equipment and usage. This information may include details of your visit to the Web Site/Mobile Apps, including traffic data, location data, logs and other communication data and the resources that you access and use on the Web Site/Mobile Apps, the websites that you access immediately before and after your visit to the Web Site/Mobile Apps, and information about your computer or other device and internet connection, including but not limited to your IP address, operating system and browser type. We do not collect personal information automatically, but we may tie information that we do collect automatically to personal information about you that we collect from other sources or that you provide to us.
The technologies we use for automatic data collection may include:
- Flash Cookies. Certain features of the Web Site/Mobile Apps may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from and on the Web Site/Mobile Apps. Flash cookies are not managed by the same browser settings used for browser cookies. Please note that your access to or use of certain portions of the Web Site/Mobile Apps may be limited as a result of any change to such settings.
- Web Beacons. Pages of the Web Site/Mobile Apps may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags and single-pixel gifs) that permit us, for example, to count users who have visited those pages and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
Contents of the Web Site/Mobile Apps — DISCLAIMER
THE MATERIALS IN AND ON THE WEB SITE/MOBILE APPS (INCLUDING ANY GRAPHICS) AND ANY MATERIALS MADE AVAILABLE THROUGH THE WEB SITE/MOBILE APPS ARE SUBJECT TO APPLICABLE STATUTES AND REGULATIONS, AND ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NUVEEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE WEB SITE/MOBILE APPS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NUVEEN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE CONTENT COULD BECOME INACCURATE AS A RESULT OF DEVELOPMENTS OCCURRING AFTER ITS RESPECTIVE DATE. NUVEEN UNDERTAKES NO OBLIGATION TO MAINTAIN THE CURRENCY OF SUCH INFORMATION.
NUVEEN MAY ESTABLISH HYPERTEXT LINKS BETWEEN THE WEB SITE/MOBILE APPS AND ONE OR MORE WEBSITES OPERATED BY UNAFFILIATED THIRD PARTIES. NUVEEN HAS NO CONTROL OVER ANY SUCH LINKED WEBSITES AND IS NOT RESPONSIBLE FOR THE CONTENTS THEREOF OR THE PRODUCTS AND SERVICES DESCRIBED THEREIN. NUVEEN IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. NUVEEN PROVIDES THESE LINKS TO YOU ONLY AS A CONVENIENCE. THE EXISTENCE OF ANY SUCH LINKS SHALL NOT CONSTITUTE AN ENDORSEMENT OF, OR REPRESENTATION OR WARRANTY BY NUVEEN REGARDING, SUCH LINKED WEBSITES, THE CONTENTS THEREOF, THE PRODUCTS AND SERVICES DESCRIBED THEREIN OR THE OPERATORS THEREOF. NUVEEN SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE INCURRED BY YOU IN CONNECTION WITH YOUR ACCESS TO OR USE OF SUCH LINKED WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY SUCH LOSS OR DAMAGE RESULTING FROM ANY HARMFUL COMPONENTS OF OR INACCURACIES IN THE CONTENT OF SUCH LINKED WEBSITES. YOUR ACCESS TO AND USE OF SUCH LINKED WEBSITES IS GOVERNED BY THE TERMS AND CONDITIONS OF USE AND PRIVACY POLICIES APPLICABLE TO SUCH LINKED WEBSITES, AND SHALL BE AT YOUR OWN RISK. NUVEEN DISCLAIMS ALL RESPONSIBILITY FOR THE PRIVACY POLICIES AND CUSTOMER INFORMATION PRACTICES OF SUCH LINKED WEBSITES.
Operation of the Web Site/Mobile Apps — DISCLAIMER
NUVEEN ENDEAVORS TO MAINTAIN THE WEB SITE/MOBILE APPS AND THEIR OPERATION, BUT IS NOT, AND CANNOT BE, RESPONSIBLE FOR THE RESULTS OF ANY DEFECTS THAT MAY EXIST IN THE WEB SITE/MOBILE APPS OR ITS OPERATION. AS TO THE OPERATION OF THE WEB SITE/MOBILE APPS, NUVEEN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NUVEEN MAKES NO WARRANTY THAT (I) THE OPERATION OF THE WEB SITE/MOBILE APPS WILL MEET THE USER'S REQUIREMENTS; (II) ACCESS TO THE WEB SITE/MOBILE APPS WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR FREE OF ERRORS; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE/MOBILE APPS WILL BE ACCURATE OR RELIABLE; OR (IV) DEFECTS WILL BE CORRECTED. YOU ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR, OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER EQUIPMENT AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF USING OR VISITING THE WEB SITE/MOBILE APPS.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL NUVEEN OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ARISING FROM YOUR USE OR ATTEMPTED USE OF, OR INABILITY TO USE, THE WEB SITE/MOBILE APPS OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR TRADING LOSSES), EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE OR NUVEEN OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. FOR THE AVOIDANCE OF DOUBT, NUVEEN AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSS OR DAMAGE THAT YOU INCUR ARISING FROM OR IN CONNECTION WITH:
- ANY ERROR OR OMISSION IN THE WEB SITE/MOBILE APPS OR THE CONTENT AND FOR THE USE OR INTERPRETATION THEREOF BY OTHERS;
- ANY DELAY, TERMINATION, FAILURE, DEFECT, OR INTERRUPTION IN THE TRANSMISSION OF THE WEB SITE/MOBILE APPS OR ANY CONTENT;
- ANY TERMINATION OR INTERRUPTION OF YOUR ACCESS TO THE WEB SITE/MOBILE APPS OR ANY CONTENT;
- YOUR RELIANCE ON OR USE OF THE WEB SITE/MOBILE APPS OR ANY CONTENT;
- ANY ELECTRONIC REQUESTS, ORDERS, OR INSTRUCTIONS YOU SEND, OR THE INTERCEPTION BY THIRD PARTIES OF ANY ELECTRONIC REQUESTS, ORDERS, OR INSTRUCTIONS YOU SEND;
- ANY HARM CAUSED BY THE TRANSMISSION, THROUGH ACCESS OF THE WEB SITE/MOBILE APPS, OF A COMPUTER VIRUS, OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, DELETE, DAMAGE, DISABLE, DISRUPT OR OTHERWISE IMPEDE THE OPERATION OF THE WEB SITE/MOBILE APPS OR OF YOUR SOFTWARE, HARDWARE, DATA OR OTHER PROPERTY;
- ANY ACT OR OMISSION OF NUVEEN IN MAKING THE WEB SITE/MOBILE APPS OR ANY CONTENT AVAILABLE TO YOU; OR
- ANY OTHER CAUSE RELATING TO YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE WEB SITE/MOBILE APPS OR ANY OF THE CONTENT, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF NUVEEN OR WITHIN THE CONTROL OF ANY OTHER PARTY PROVIDING SOFTWARE OR SERVICES SUPPORT FOR THE WEB SITE/MOBILE APPS.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL NUVEEN'S TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT PAID BY YOU FOR ACCESSING THE WEB SITE/MOBILE APPS AND $50.00 USD.
As a condition of, and in exchange for, using the Web Site/Mobile Apps, you agree to defend, indemnify and hold Nuveen and its directors, officers, employees, investment specialists and agents harmless from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including but not limited to reasonable attorneys' fees) that may, at any time, arise out of or relate to your authorized, unauthorized, lawful or unlawful use of the Web Site/Mobile Apps and/or the Content, your breach of the Terms, as may be modified from time to time in Nuveen's sole discretion, your inability to access the Web Site/Mobile Apps and/or any Content, the use of any linked web sites, your reliance on any errors or omissions in the Web Site/Mobile Apps and/or the Content, or the propagation and/or contraction of any computer virus in connection with your use of the Web Site/Mobile Apps and/or the Content.
Any notices to you from Nuveen regarding the Web Site/Mobile Apps or these Terms will be posted on the Web Site/Mobile Apps or made by e-mail or regular mail. When you visit the Web Site/Mobile Apps or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Web Site/Mobile Apps. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.
These Terms shall be governed and construed under the laws of the State of New York without regard to its conflict of law principles, regardless of whether you reside in New York or transact business with Nuveen in New York or elsewhere. If you take legal action relating to these Terms or your use of the Web Site/Mobile Apps or the Content, you agree to file such action only in the New York State Supreme Court located in New York, NY, or the United States District Court for the Southern District of New York, and you consent and submit to the personal jurisdiction of those courts for the purpose of litigating any action relating to these Terms or your use of the Web Site/Mobile Apps or the Content.
No waiver by Nuveen of any right under or term or provision of these Terms will be deemed a waiver of any other right, term, or provision of these Terms at that time or a waiver of that or any other right, term, or provision of these Terms at any other time.
Whenever possible, each provision of these Terms will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of these Terms in any manner or the effectiveness, validity and enforceability of such provision in any other jurisdiction.
These Terms represent the entire agreement between you and Nuveen relating to the subject matter hereof.
No Partnership or Agency
Neither these Terms, nor any content, materials or features of the Web Site/Mobile Apps create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.