Welcome to Callan LLC’s (“Callan”, “we”, “us” or “our”) “Callan DNA” at app.callan.com (the “Callan Site”). Your use of the Callan Site is subject to the following terms and conditions (“Agreement”).  By using the Callan Site, you agree to the terms and conditions of the Agreement.

PLEASE READ THE AGREEMENT IN ITS ENTIRETY BEFORE ACCEPTING ITS TERMS AND CONDITIONS. If you do not agree to be bound by this Agreement, you may not log onto the Callan Site and may not use it.

ACCEPTANCE: By registering with and using the Callan Site, you acknowledge that you have read and agree to all terms, conditions contained or referenced in this Agreement. We reserve the right, at our discretion, to update or revise this Agreement at any time.  Callan will inform you of any modifications to this Agreement posting them on this website and, if you have registered for an account with us (as described more fully below), will notify you that the terms have changed next time you log in to the Callan Site.  Your continued use of the Callan Site following the posting of any changes to the Agreement constitutes acceptance of those changes. The most recent revision date will be posted above. By submitting data/information to the Callan Site, and/or accessing, viewing, or utilizing the products and/or services available on or through the Callan Site, you indicate that you understand and recognize this Agreement to be the legal equivalent of a signed, written contract and equally binding.

1. CALLAN: Callan is one of the largest independently owned investment consulting firms in the U.S. and provides products and services designed for institutional investors.  All data and content is targeted to the institutional
   investment community.
2. NATURE OF CALLAN SITE: The Callan Site is a password protected database
   available to Members (as defined below) designed to serve as an informational
   source on institutional money managers as well as various other institutional
   investment oriented content. Other than in connection with specific client
   reporting, information on the Callan Site is intended for educational and
   research purposes ONLY. Callan does NOT provide
   investment advice nor give recommendations on the suitability of an investment
   manager or their respective investment funds on the Callan Site. Accordingly,
   Callan assumes no responsibility or liability for any investment decisions made
   or services rendered by any institutional money manager or vendor, or any other
   entity featured on the Callan Site. We do not specifically endorse any of the
   investment managers and/or vendors on the Callan Site. Additional due diligence
   may be necessary before making an investment decision and should be based on a
   case-by-case basis depending on the circumstances. Callan shall not be held
   liable for investment decisions made based on content provided through the
   Callan Site.
3. REGISTERED MEMBERS: The Callan Site is only available to Callan employees and current clients of Callan Fund Sponsor Consulting (“FSC”) and Independent Adviser Groups
   (“IAG”) (collectively, the “Members”).  Callan’s FSC group serves
   institutional investors of defined benefit and defined contribution plans,
   endowments, foundations, insurers, hospitals, health care systems, and
   nuclear decommissioning trusts, as well as other large institutional asset
   pools.  Callan’s IAG serves a select group of independent investment
   advisers and financial intermediaries (IAG members) who provide services
   to high-net-worth individuals and small to mid-sized institutional funds.
   Information submitted to the Callan Site will be made available to Members
   via a password protected portal.  By accessing the Callan Site, each IAG
   and FSC Member hereby represents that such Member is an “accredited
   investor” as such term is defined in §230.501 of Regulation D under the Securities Act of 1933.
4. INFORMATION SUPPLIERS:  Investment managers (“Managers”) will supply data/information to the Callan Site through the Manager Questionnaire on the Callan Site (which may also be accessed through Callan’s website at www.callan.com).  Submission of information to the Callan Site by managers is free and at the manager’s discretion.    
5. CALLAN SITE CONTENT: The data and information collected on investment managers and available on the Callan Site has been obtained from sources believed to be reliable.  However, Callan cannot and does not guarantee accuracy or comprehensiveness of the Callan Site or the information accessible through your use of the Callan Site. Callan relies on the self-reporting of investment managers and Callan does not independently verify or warrant data accuracy. You hereby acknowledge and agree that Callan makes no claims with regard to accuracy on the part of either the investment managers, Callan or the Callan Site; that there may be delays, omissions or other inaccuracies in the information contained on the Callan Site; and that such information may become unreliable because of changing market or economic situations. Past performance is no guarantee of future results. 

Callan and the Callan Site do not provide legal, tax or regulatory advice. Please consult your tax or legal advisor to address your specific circumstances.

1. REGISTRATION AND ACCESS: Each Member and Manager (“Users”) will be required to register with Callan prior to receiving a username and password to either provide information/data (Manager) or access the Callan Site (Member).  Once registration is verified, the User will receive a username and password granting access to the Callan Site. By registering with Callan, the User agrees that all information provided is accurate and complete. The User will have the ability to maintain the registration information and change the information as necessary. However, Users shall be solely responsible for the upkeep and security of the username and password. It is possible for anyone with knowledge of the User’s username and password to view certain portions of the Callan Site and modify information on the Callan Site. The User hereby agrees to keep all data/information from the Callan Site confidential and notify Callan if theft or any other breach of secure information occurs. Callan reserves the right to grant or deny access to the Callan Site to any User and modify or delete a User’s access at any time for any reason without notice or liability. Callan will not be held responsible for damages incurred due to User’s carelessness or noncompliance with the above statements. 
2. Subject to your compliance with the terms and conditions contained in this Agreement, Callan herby grants you a limited, non-exclusive, non-transferable right to access and use the Callan Site, solely for your internal business purposes and subject to the limitations set forth herein (“Permitted Purposes”) and not for the benefit of any other person or entity.   
3. USE OF INFORMATION: In addition to providing access to the Callan Site to Members as described herein, please refer to our Privacy Policy for a more complete description of how we collect, use, and disclose information that we obtain about visitors to our website www.callan.com and other Callan websites where we post our Privacy Policy, including the Callan Site (https://www.callan.com/policies-disclosures/).  

Callan reserves all rights to use information submitted by Managers for any and all client advisory and research purposes. Managers understand and agree that holdings information provided by Managers, while generally held in confidence by Callan, may be partially disclosed to common clients of the Manager and Callan (e.g., top/worst performing holdings). 

1. MEMBER CONDUCT: The Member hereby agrees not to use the Callan Site or services in any way that is unlawful or prohibited by these terms and conditions.  Unauthorized commercial uses of the Callan Site, or the resale of Callan’s services, is expressly prohibited. The content and software on the Callan Site may only be used for the purposes intended by Callan. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on the Callan Site is strictly prohibited.
2. SUBMISSIONS: Certain areas of the Callan Site (e.g., the Manager Questionnaire) may permit you to information, data, text, software, messages, feedback or other materials (each, a “User Submission”).  You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered non-confidential.  Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.

3. By submitting any User Submission, you are promising us that:

   • You own all rights in your User Submissions (including, without limitation, all rights to the reproduction and display of your User Submissions) or, alternatively, you have acquired all necessary rights in your User Submissions to enable you to grant to us the rights in your User Submissions as described in this Agreement;
   • You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submissions;
   • Your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
   • You voluntarily agree to waive all “moral rights” that you may have in your User Submission;
   • Any information contained in your User Submission is not known by you to be false, inaccurate, or misleading;
   • Your User Submission does not violate any law (including, but not limited to, any rules or regulations issued by the SEC);
   • Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
   • You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
   • Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own or that you otherwise have permission to upload and permit us to use);
   • Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
   • Your User Submission does not contain any information that you consider confidential (other than Manager holdings information, as described above); and
   • Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

By submitting a User Submission, you grant Callan an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to use, distribute, reproduce, modify, adapt, publish, translate, perform, and display your User Submissions as described in this Agreement and Callan’s Privacy Policy.

We may, but are not obligated to, pre-screen User Submissions or monitor any area of this Site through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through this Site and may remove at any time or refuse any User Submissions for any reason. You understand that when using the Site you will be exposed to User Submissions from a variety of sources and that we are not responsible for the accuracy, usefulness, reliability or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, defamatory, indecent or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submission as described herein or our Privacy Policy.

UNAUTHORIZED ACTIVITIES

To be clear, we authorize your use of this Callan Site only for the Permitted Purposes described herein.  Any other use of the Callan Site beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Callan Site.  This is because, as between you and us, all rights in this Callan Site remain our property.

Unauthorized use of this Callan Site may result in violation of various United States and international copyright laws.  Unless you have written permission from us stating otherwise, you are not authorized to use this Site in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

• In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Site for any commercial purpose that competes with our Services in any way;

• In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Site;
• In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
• To stalk, harass, or harm another individual;
• To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
• To interfere with or disrupt this Site or servers or networks connected to this Site;
• To use any data mining, robots, or similar data gathering or extraction methods in connection with this Site; or
• Attempt to gain unauthorized access to any portion of this Site or any other accounts, computer systems, or networks connected to this Site, whether through hacking, password mining, or any other means.

1. LINKS: The Callan Site may contain links to third party websites and applications. As these websites are not maintained by Callan, we do not guarantee or attest to the accuracy and completeness of the information obtained through these links and such links are not governed by Callan’s policies. Accordingly, Callan will not be held liable for decisions made based upon information on these linked websites. These links should not serve as an endorsement for any particular vendor’s capabilities or services, as we have no control over the quality, accuracy or comprehensiveness of the information obtained. As always, an independent advisor’s assistance should be sought before making an investment decision.
2. COPYRIGHT AND TRADEMARK NOTICE: You hereby acknowledge and agree that all content and materials available on the Callan Site are protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights and laws. Except as expressly authorized by Callan, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from such materials or content, or in any manner commercially exploit any content or materials on/from the Callan Site. You must abide by all copyright notices, information, or restrictions contained in or attached to any content or portion of the Callan Site. “Callan” and the Callan logo and any other logos or similar marks are trademarks and service marks of Callan. All other trademarks, service marks and logos used in the Callan Site are the trademarks, service marks or logos of their respective owners.
3. DISCLAIMERS: THE CALLAN SITE AND ALL CONTENT MATERIALS, INFORMATION, SOFTWARE, FUNCTIONS, PRODUCTS, AND SERVICES INCLUDED IN OR MADE AVAILABLE THROUGH THE CALLAN SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE INFORMATION, CONTENT, PRODUCTS, AND SERVICES AVAILABLE ON THE CALLAN SITE MAY INCLUDE INACCURACIES OR UNRELIABLE DATA. MOREOVER, CALLAN MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE CALLAN SITE OR IN THE INFORMATION, CONTENT, PRODUCTS AND SERVICES DESCRIBED IN THE CALLAN SITE AT ANY TIME, FOR ANY REASON. YOU ACKNOWLEDGE THAT YOUR USE OF THE CALLAN SITE IS SOLELY AT YOUR RISK. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CALLAN AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING CONTENT ON THE CALLAN SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE CALLAN SITE, FOR ANY PRODUCTS OR SERVICES, HYPERTEXT LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION TRANSMITTED THROUGH THE CALLAN SITE. FURTHER, CALLAN AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CALLAN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE CALLAN SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. CALLAN AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE CALLAN SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
4. LIMITATION OF LIABILITY: IN NO EVENT SHALL CALLAN BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE CALLAN SITE OR WITH THE DELAY OR INABILITY TO USE THE CALLAN SITE, OR FOR ANY INFORMATION, CONTENT, PRODUCTS AND SERVICES OBTAINED THROUGH THE CALLAN SITE, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THE CALLAN SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CALLAN 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. IF, NOTWITHSTANDING THE ABOVE, CALLAN IS FOUND LIABLE FOR ANY LOSS OR DAMAGE RELATING TO THE USE OF THE CALLAN SITE, YOU AGREE THAT CALLAN’S CUMULATIVE, AGGREGATED LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO CALLAN IN CONNECTION WITH THE SUBJECT MATTER FROM WHICH YOUR CLAIM ARISES.
5. INDEMNIFICATION: You agree to indemnify, defend and hold harmless Callan and its affiliates, and any of their officers, directors, shareholders, employees, consultants, agents, licensors, licensees, information providers and suppliers, from and against any and all claims, liability, damages, costs and/or expenses, including but not limited to reasonable attorneys’ fees, arising from your use or misuse of the Callan Site or any breach of any covenant, representation or warranty contained herein.
6. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and completely performed in the California, without regard to conflicts of law rules. You agree to submit to the sole and exclusive jurisdiction of and venue in the federal or state courts presiding in San Francisco, CA for all actions or proceedings arising out of or related to this Agreement and waiver any jurisdictional, venue or inconvenient forum objections to such courts. Callan makes no representation that the materials on the Callan Site are appropriate or available for use in locations outside the United States, and access to them from territories where any of the contents of the Callan Site are illegal are prohibited. Those who choose to access the Callan Site from other permissible locations do so on their own volition and are responsible for compliance with applicable local laws.
7. TERM AND TERMINATION: This Agreement will take effect at the time you begin using the Callan Site, thereby indicating acceptance of this Agreement, and at each use thereafter you shall be deemed to have reaffirmed your acceptance of this Agreement. Callan reserves the right at any time and for any reason in its sole discretion to deny any user access to the Callan Site or any portion thereof, and to terminate this Agreement. Termination will be effective immediately upon notice to Members.
8. GENERAL: You shall not assign your rights hereunder, or delegate the performance of any of your duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Callan.  Any purported assignment in violation of the preceding sentence is null and void.  Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.  There are no third-party beneficiaries to this Agreement.  No waiver will be implied from conduct or failure to enforce rights.  No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.  If any of the provisions of this Agreement are found to be invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.  The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.  Neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.

Additional Information about Callan:

For additional information about Callan, please see Part 2A of Callan’s Form ADV and Callan’s Code of Ethics at: https://www.callan.com/policies-disclosures/.

By accepting this Agreement, the Member hereby acknowledges that he or she has read, understood and agrees to the terms and conditions contained in this Agreement. If you have any questions about this Agreement, please contact us at [email protected].