Last updated: June 20, 2016
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. Your use of the Site (as defined below) constitutes your consent to this Agreement (as defined below).
This Agreement is between, on the one hand, Mizuho Bank, Ltd., Mizuho Bank (USA), Mizuho Capital Markets Corporation, Mizuho Alternative Investments, LLC, Mizuho Securities USA, Inc. and Mizuho Trust & Banking Co. (USA) (collectively, “Mizuho Americas” or “we” or “us”) and, on the other hand, you concerning your use of (including any access to) the Mizuho Americas site currently located at www.mizuhoamericas.com (together with any materials and services available therein, and successor site(s) thereto, the “Site”). Certain sections or pages on this Site may contain separate terms and conditions (collectively, “Additional Terms”), which are in addition to these Terms of Service. These Terms of Service hereby incorporate by this reference any additional terms and conditions with respect to the Site that are made available by Mizuho Americas through the Site, or otherwise made available to you by Mizuho Americas (such additional terms and conditions, together with these Terms of Service, this “Agreement”). In the event of a conflict between these Terms of Service and any Additional Terms, the Additional Terms will govern for those sections or pages governed by such Additional Terms. For the avoidance of doubt, this Agreement does not govern your use of, and all references to “Site” herein will be deemed to exclude, any websites other than the Site, including any Mizuho Americas “portals” or other sites that are not on the Site but that may be linked to or otherwise made available by the Site, which sites are governed by separate terms and conditions available on such sites.
BY USING THE SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT; IF YOU DO NOT HAVE SUCH LEGAL AUTHORITY, SUCH ORGANIZATION WILL NOT ACCESS, USE OR OTHERWISE BENEFIT FROM THE SITE. References to “you” and “your” in this Agreement will refer to both the individual using the Site and any such Organization.
IF YOU DO NOT AGREE TO THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS BELOW, DO NOT ACCESS THIS SITE, OR ANY PAGES THEREOF.
The information contained in this Site is for informational purposes only, and does not constitute a solicitation, an offer, or a recommendation to buy or sell any investment instruments, to effect any transactions, or to conclude any legal act of any kind whatsoever. Unauthorized use of the Site and Mizuho Americas’ systems, including but not limited to unauthorized entry into Mizuho Americas’ systems, misuse of passwords or misuse of any information posted on the Site is strictly prohibited. Mizuho Americas does not, and does not intend to, provide investment, legal, audit or tax advice through or in connection with this Site, and does not represent that any investments, securities or services discussed on this Site are suitable for any investor. Investments and investment strategies discussed on this Site may not be suitable for you. You should weigh any investment decision carefully after considering your specific investment objectives and financial circumstances. When making a decision about your investments, you should also seek the advice of a professional financial advisor.
1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we post the revised Agreement incorporating such changes, or otherwise notify you of such changes.
Your use of the Site following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. The information and materials made available by the Site, and the terms, conditions and descriptions that appear on the Site, are subject to change. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.
3. Jurisdictional Issues. The Site is controlled or operated (or both) from the United States, and is not intended to subject Mizuho Americas to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
4. Rules of Conduct. In connection with the Site, you must not:
- Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner; or (e) material nonpublic information or otherwise confidential information with respect to which you are subject to contractual or fiduciary non-disclosure obligations.
- Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage, disable or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
- Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful.
- Harvest or collect information about users of the Site.
- Use the Site for any commercial solicitation purposes, or transmit through or in connection with the Site any spam, chain letters or other unsolicited communications.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; disable or erase software, hardware or data used for the operation of the Site; or violate any requirement, procedure or policy of such servers or networks.
- Restrict or inhibit any other person from using the Site or provide unauthorized access to the Site.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without Mizuho Americas’ express prior written consent.
- Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark or other proprietary rights notice from the Site.
- Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Mizuho Americas’ express prior written consent.
- Systematically download and store Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without Mizuho Americas’ express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Mizuho Americas grants to the operators of public search engines permission to 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 such materials, but not caches or archives of such materials. Mizuho Americas reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed for you to use the Site.
5. Resources. The Site may make available information, data, materials, services, products, merchandise, functionality or other resources (collectively, “Resources”), as well as references and links to such Resources. Resources may be made available by Mizuho Americas or by third parties, and may be made available for any purpose, including for general information purposes. We make no representations as to the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, appropriateness or safety of any Resources, or any intellectual property rights therein. By creating a link to a third party website, Mizuho Americas does not endorse or recommend any products or services offered or information contained at that website. Resources, and the availability of Resources, are subject to change at any time without notice. We disclaim all liability and responsibility arising from any reliance placed on any Resources by you or any other user of the Site, or by anyone who may be informed of the content of any Resources. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws regarding the use, possession or acquisition of any Resources.
6. Licenses Granted to Us. Certain Site functionality may provide users with the ability to make available certain information, data, materials or other resources (each, a “Submission”) through or in connection with the Site. For purposes of clarity, you retain ownership of each Submission that you make available through or in connection with the Site (each, “Your Submission”). You hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit Your Submissions, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to us any ideas, proposals, suggestions, concepts, know-how, techniques or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed Your Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction for any purpose, and does not place Mizuho Americas under any fiduciary or other obligation. Without limiting the foregoing, Mizuho Americas will not be subject to any obligations of confidentiality regarding any information that you provide to us except as otherwise specifically agreed in writing by Mizuho Americas or required by law.
You represent and warrant that (a) you have all rights necessary to grant the licenses granted in this section; (b) Your Submissions are complete and accurate; and (c) Your Submissions and your provision thereof to us (whether through or in connection with the Site or otherwise) are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
7. Monitoring. We may (but have no obligation to) monitor and/or analyze Your Submissions or your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
8. Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Mizuho Americas to use the Site, you may view and use any portion of the Site to which we provide you access under this Agreement, solely in accordance with the functionality that we make available to you and solely for your personal, non-commercial use, or, if you are an Organization, solely for your internal business use.
9. Mizuho Americas’ Proprietary Rights. We and our suppliers own the Site, which is protected by proprietary rights and laws. The trade names, trademarks and service marks of Mizuho Bank, Ltd., Mizuho Bank (USA), Mizuho Capital Markets Corporation, Mizuho Alternative Investments, LLC, Mizuho Securities USA, Inc., Mizuho Trust & Banking Co. (USA) and their respective affiliates (collectively, “Mizuho Entities”) include MIZUHO, MIZUHO TRUST & BANKING, MIZUHO AMERICAS, MIZUHO BANK, MIZUHO BANK (USA), MIZUHO SECURITIES, MIZUHO ALTERNATIVE INVESTMENTS, MIZUHO CAPITAL MARKETS, and any associated logos. All trade names, trademarks, service marks and logos on the Site are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any of the Mizuho Entity trade names, trademarks, service marks or logos without the express prior written consent of the applicable owner.
10. Third Party Resources; Links. Certain Site functionality may make available access to Resources made available by third parties, including Submissions (“Third Party Resources”), or allow for the routing or transmission of such Third Party Resources, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Resources.
We neither control nor endorse, nor are we responsible for, any Third Party Resources, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of any Third Party Resources, or any intellectual property rights therein. Certain Third Party Resources may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Mizuho Americas with respect to any Third Party Resources. Third Party Resources may provide less security than the Site. We have no obligation to monitor Third Party Resources, and we may block or disable access to any Third Party Resources (in whole or part) through the Site at any time. In addition, the availability of any Third Party Resources through the Site does not imply our endorsement or recommendation of, or our affiliation with, any provider of such Third Party Resources (provided that we are affiliates of any Mizuho Entity that may provide such Third Party Resources), nor does such availability create any legal relationship between you and any such provider.
Your use of Third Party Resources is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Resources (such as terms of service or privacy policies of the providers of such Third Party Resources).
11. DISCLAIMER OF WARRANTIES. THE SITE AND ANY RESOURCES AND THIRD PARTY RESOURCES ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. MIZUHO AMERICAS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY RESOURCES AND THIRD PARTY RESOURCES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND FREEDOM FROM VIRUSES. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF ALL MIZUHO ENTITIES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “MIZUHO PARTIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
While we seek to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. You agree that you will independently confirm any such information presented through the Site before relying on such information. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us with a description of such alteration and its location on the Site. No Mizuho Party has any duty to correct or update any altered, inaccurate or out-of-date information on the Site.
12. LIMITATION OF LIABILITY. MIZUHO AMERICAS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THIS AGREEMENT, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, MIZUHO AMERICAS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE (INCLUDING ANY INTERRUPTIONS, DEFECT OR DELAYS IN YOUR ABILITY TO USE THE SITE) OR FROM ANY RESOURCES OR THIRD PARTY RESOURCES, INCLUDING FROM ANY VIRUS OR MALICIOUS CODE OR OTHER DEFECT IN THE SITE OR FILES THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH EVEN IF MIZUHO AMERICAS OR REPRESENTATIVES THEREOF ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY RESOURCES OR THIRD PARTY RESOURCES IS TO STOP USING THE SITE. THE MAXIMUM AGGREGATE LIABILITY OF ALL MIZUHO PARTIES, COLLECTIVELY, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO MIZUHO AMERICAS TO USE THE SITE; AND (B) $10.00. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF ALL MIZUHO PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
13. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless all Mizuho Parties and their respective successors and assigns from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Site (including Your Submissions); and (b) any violation or alleged violation of this Agreement by you.
14. Termination. This Agreement is effective until terminated. Mizuho Americas may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if Mizuho Americas believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Site will immediately cease, and Mizuho Americas may, without liability to you or any third party, immediately delete Your Submissions, without any obligation to provide any further access to Your Submissions. The preamble and Sections 2–7 and 9–18 shall survive any termination of this Agreement.
15. Governing Law; Jurisdiction. This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law that would require the application of the laws of another jurisdiction, and regardless of your location. With respect to any dispute arising out of or in connection with the Site or this Agreement (each, a “Dispute”), you agree to exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts. YOU AGREE THAT, WITH RESPECT TO ANY DISPUTE, (A) MIZUHO AMERICAS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY, (B) CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND (C) YOU ARE GIVING UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
16. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Mizuho Americas does not endorse the above website or any of the products or services listed on such site, such site is a Third Party Resource (and is subject to separate terms and conditions) and any use of such site is at your own risk.
17. Information or Complaints. If you have a question or complaint regarding the Site, please contact us. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
18. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Mizuho Americas. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement 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 this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Mizuho Americas relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Mizuho Americas relating to such subject matter. For clarity, nothing in this Agreement amends or modifies, or has any effect upon, the terms and conditions of any separate agreement that you may have entered into (a) with any Mizuho Entity that does not relate to the subject matter of this Agreement or (b) with any third party. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Mizuho Americas will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Site © 2014–2016 Mizuho Americas unless otherwise noted. Copyright in the Site pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Mizuho Americas unless otherwise indicated. All rights reserved.