CITI RESEARCH CONTENT

TERMS OF USE

1. Acceptance of Terms

These Research Terms of Use (the “Terms”) describe the terms on which you may use any research report, content or data (“Citi Research Content”) that we make available to you in any format (e.g., digital rendition, PDF, PowerPoint presentation, email, Excel or other data file) and via any channel (e.g., Citi Velocity or other Citi portal, an approved third party distributor, Citi emails, or direct content feed).

Your use of Citi Research Content constitutes your acceptance of these Terms. If you do not agree to these Terms or if we have not entitled or otherwise granted you the right to access Citi Research Content, you must not use Citi Research Content. We may change these Terms from time to time. Please check these Terms from time to time to take notice of such changes as they are binding on you by your continuing access and use of Citi Research Content.

These Terms are supplemental to all applicable agreements or terms of business between you and any Citi business or entity, including your account agreement(s) with any particular Citi affiliate. In the event of any irreconcilable conflict between these Terms and any such other agreements or terms, these Terms will control with respect to Citi Research Content. These Terms are also subject to any disclaimers and disclosures contained within Citi Research Content, which are incorporated by reference herein. 

You should also review the Citi Research Privacy Statement which governs our collection and use of information about you.    

2. Parties

“We” or “us” refer to the legal entities in the Institutional Clients Group division of Citigroup Inc. that produce Citi Research Content.

If you are accessing Citi Research Content on behalf of your employer or an entity with which you are associated, these Terms also bind such organization and references to “you” refer to you individually and to such organization, and you represent and warrant that you have the ability to bind such organization to these Terms.

3. Access; Changes; Views

If we have provided you with access to Citi Research Content using our Research entitlements systems, you must not share or disclose your access rights (including username, password, any authentication cookies, or any other piece of information as part of our security procedures) with anyone else. We may disable your access to Citi Research Content at any time without notice if in our reasonable opinion you have failed to comply with any of these Terms. If you know or suspect that anyone is using your access rights, you must promptly notify us at rschaccess@citi.com. 

We do not guarantee that (a) access to Citi Research Content will always be available or uninterrupted, and (b) Citi Research Content will be secure or free from bugs, viruses or any other material which is malicious or technologically harmful (and you should use your own virus and malware protection software). You should enable your firewalls to permit citi.com, citiresearch.com and citivelocity.com as trusted domains.

Citi Research Content is for the exclusive use of our clients (and certain other parties expressly authorized by us) consistent with these Terms. Citi Research Content is not publicly-available material. We may limit disclosure of certain Citi Research Content to persons or geographies as required by law or regulation, including as necessary so as not to be considered a fiduciary or investment advisor under applicable regulations.

We may change, update, suspend, withdraw or discontinue Citi Research Content at any time or from time to time without notice.

Citi Research Content may contain investment, risk, credit and other ratings and investment views and opinions. Such ratings, views and opinions are subject to change or withdrawal without notice, and do not constitute legal, accounting, tax or investment advice, or a solicitation or recommendation by us for the purchase, sale or holding of any product, or a representation that any investment strategy or product is suitable for you. In preparing such ratings, views and opinions, we do not take into account the investment objectives, financial situation or particular needs of any particular person, and are not otherwise providing personalized investment advice or recommendations. Unless otherwise agreed in writing, we are not acting as fiduciary or investment advisor to you under any applicable laws or regulations and you waive any fiduciary relationship or duties owed by us to you.

You agree and acknowledge that we are under no obligation to provide specific Citi Research Content to you unless otherwise expressly agreed. We provide Citi Research Content through various channels, which may be delivered at various times after publication of the Citi Research Content on the Citi Velocity portal. 

4. Acceptable Use of Research

For an individual user’s professional use on an occasional basis, you may:

• Save a link to Citi Research Content
• Download and archive Citi Research Content where available and permitted by us
• Print a copy and download extracts from any pages of Citi Research Content

In addition, you may:

• Draw the attention of others within your organization who have access to Citi Research Content to the contents of any such Citi Research Content

You must not:

• Redistribute, retransmit, or disclose to others (including, without limitation, individuals, media outlets, newsletters, blogs, government agencies, academic institutions, and third party vendors for processing) Citi Research Content or any information contained therein (such as ratings, estimates, price targets, view or opinions) for any purpose, in any medium, without our prior written consent
• Facilitate access to or otherwise make available Citi Research Content to any third parties (including by posting online, creating a link to or framing Citi Research Content on a portal or website, whether or not owned by you) without our prior written consent
• Make any editorial, formatting or other changes to Citi Research Content you have accessed, printed or downloaded
• Create derivative works, summaries, analysis or commentary on or from Citi Research Content (or any information contained therein, including charts, tables, illustrations, graphics, photographs, or video or audio segments) for any purposes (including commercial) without our prior written consent. Derivative works means any work that incorporates, reflects, arises from, is based on, is derived from, is an adaptation of, is a translation of, or is created by reference to, any part of Citi Research Content.
• Circumvent, disable or otherwise interfere with security-related features of Citi Research Content, including those described in our Privacy Statement, or any other features that prevent, control or restrict access, use, redistribution or copying of Citi Research Content
• Knowingly or negligently introduce bugs, viruses, Trojans, worms, logic bombs or any other material which is malicious or technologically harmful into the access or delivery mechanism for Citi Research Content, or the servers on which Citi Research Content is stored or made available from
• Attempt to gain unauthorized access to or cause damage via a denial-of-service attack on the servers on which Citi Research Content is stored or any server, computer or database connected to Citi Research Content
• Use or attempt to use any spider, robot, scraper, data miner, offline reader, or any other program, device, algorithm, process, or methodology to scrape, access, acquire, copy, monitor, or engage in any other activity on or related to Citi Research Content (and information contained therein) without our prior written consent
• Download and store copies to create a repository database of complete publications or extracted text, charts, tables or other data, without our prior written consent

We may report any breach of this section to the relevant law enforcement authorities without notice and we may co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to access Citi Research Content will cease immediately and you must, at our option, return or destroy all copies of Citi Research Content you have made. You must also procure the return of any copies of Citi Research Content that you have made available to any unauthorized third party.

If you wish to seek permission to use Citi Research Content as stated above, you may contact us at rschaccess@citi.com.

5. Intellectual Property
1. Exclusive Ownership

We are the owners or the licensee of all intellectual property rights in Citi Research Content. These works are protected by copyright and other intellectual property laws and treaties around the world. All of our rights are reserved. You must not (a) use or disclose Citi Research Content, or any such intellectual property therein, or any other information relating to the Citi Research Content, other than solely as necessary for your use of Citi Research Content as expressly permitted hereunder; or (b) take any action that would infringe, misappropriate, violate, jeopardize or impair such intellectual property rights, or the intellectual property rights of third parties, or the legality and/or enforceability thereof. You shall promptly notify us in writing of any written threat, warning or notice of any claim or action adverse to such intellectual property rights.

If you are permitted to disclose or distribute Citi Research Content, our status as authors must always be acknowledged.

2. Market Data

Citi Research Content may display certain real-time and/or delayed news or other financial market information (“Market Data”) that may originate with us or that may have been obtained from financial market information services, financial publishers, financial markets including stock exchanges and their affiliates, and other providers (each a “Content Provider”). Unless otherwise specifically indicated, such Market Data is strictly indicative and for informational purposes only, does not reflect any particular trade effected in a market or the value of any financial instrument, and does not represent an offer or solicitation for the purchase or sale of a financial instrument. Neither we nor any such Content Provider makes any endorsement, recommendation, representation or warranty regarding any such Market Data. 

Your access to and use of Market Data (because it forms part of Citi Research Content) is subject to the terms of Section 4 “Acceptable Use of Research” above. You acknowledge that notwithstanding any agreement between us and any Content Provider for the provision of Market Data, we will have no liability if any Content Provider discontinues dissemination of Market Data or changes its transmission method, speed or other characteristics, in which event we may cease providing, or limit or change the provision of, Market Data to you.

3. Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Citi Research Content infringe your copyright, you (or your agent) may send us a written notice by mail, email or fax, requesting that we remove such material or block access to it. Notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. We suggest that you consult your legal advisor before filing a DMCA notice. Notices must be sent in writing to:

Edward E. Niehoff, General Counsel, Operations & Technology
Citigroup Inc.
One Court Square, 45th Floor
Long Island City, New York 11120
Email:                infringementnotice@citi.com
Fax:                   (718) 248-2720

Mr. Niehoff’s telephone number is (718) 248-2606.

6. Legal Matters
1. No Warranties; Limitations of Liability; Indemnities

Citi Research Content (including underlying information) is provided on an “as is” and “as available” basis, with no guarantee of accuracy, availability, adequacy, suitability, completeness, timeliness or of the results obtained from the use of Citi Research Content. Citi Research Content (and your use thereof) is provided without warranty of any kind, whether express, implied or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title or non-infringement of intellectual property or any other violation of third party rights.

Citi Research Content may provide addresses of or contain hyperlinks to third party websites. We have not reviewed such websites and take no responsibility for and make no representations or warranties whatsoever as to the information contained therein. Such addresses or hyperlinks are provided solely for your convenience and the information on the linked website does not in any way form part of Citi Research Content. Accessing any such website shall be at your own risk and subject to any terms of use and privacy policy of such website, and we have no liability arising out of or in connection with any such referenced website.

You assume the entire risk of any use made of Citi Research Content. We will not be liable for any indirect, consequential, incidental, special, or punitive loss or damage arising in connection with these Terms or the Citi Research Content, or for any direct loss or damage arising in connection with the use of, reliance on, or inability to use Citi Research Content or the information contained therein, or any inaccurate or incomplete Citi Research Content, in each case whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable and even if we were informed of the possibility of such loss or damage.

We will not be liable for any loss or damage caused by a bug, virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Citi Research Content or to your downloading of any part of it, or on any website linked to it.

You agree to indemnify, defend and hold harmless us, our affiliates, officers, employees and agents from any claim, liability, damage, loss, cost or expense arising directly or indirectly as a result of your violation or alleged violation of these Terms.

2. Governing Law/Jurisdiction

These Terms are governed by the laws of the United States and the State of New York, USA without regard to its principles of conflicts of law. Any claim, action or proceeding related to these Terms or your use of Citi Research Content is subject to the exclusive jurisdiction of the federal and state courts located in New York County, State of New York and you hereby irrevocably submit to the jurisdiction of such courts for such matters.

YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, ACTION OR PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF CITI RESEARCH CONTENT.

3. Miscellaneous

These Terms do not create any partnership, joint venture or agency relationship between us. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severed from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.

7. Copyright and Trademark Notices

© Citigroup Global Markets Inc. All rights reserved. Citi Research is a division of Citigroup Global Markets Inc. Citi, Citi and Arc Design and other marks used in Citi Research Content are service marks of Citigroup Inc. or its affiliates, used and registered throughout the world.