Review the Terms & Conditions associated with the EFD website.
NASAA ELECTRONIC FILING DEPOSITORY
By clicking ACCEPT, I certify that I have read and understand all of the NASAA
form a binding agreement with NASAA on those terms without modification or
amendment. If I am accepting the Agreement on behalf of a Jurisdiction, I
certify that I have the authority of that Jurisdiction to enter into the Agreement.
Securities Administrators Association, Inc. (“NASAA”) and each jurisdiction that has executed a NASAA Electronic
Filing Depository System Entitlement & Settings Form, hereby incorporated
herein by reference, opting to participate in the EFD System (“Jurisdiction”).
In addition, these State
individual (each, a “State User”) who
is issued an EFD Regulator user account or who otherwise accesses the applications,
data, content or services available to those with EFD Regulator user accounts,
in each case on or through the website operated by NASAA and accessible at https://www.efdnasaa.org
NASAA, itself or through its
third party agents, offers or will offer through a restricted portion of the
Website various on-line applications, data, content and services (the “Electronic
Filing Depository System,” “EFD
System” or “EFD”) to state
securities regulators that are NASAA members in good standing.
Every access to, or other use of,
the EFD System or the Website generally, indicates Jurisdiction’s and State
User’s acceptance of and agreement to be bound by these State Regulator Terms
of Use and such other additional or different terms, conditions, rules or policies
that are posted on, or to which Jurisdiction or State User may be directed in
connection with, the Website, as the same may be modified by NASAA from time to
time (collectively the “Agreement”).
are also part of the Agreement and also applicable in the event State User uses
any content, data or functionality of the Website that is available to the
general public (in other words, available outside of the EFD System portion of
the Website, which is restricted to State Users).
NASAA reserves the right to modify
any of the terms of the Agreement, including these State Regulator Terms of
Use, from time to time at its sole discretion and will provide notice of
material changes thereto at the home page of the Website generally or upon
Regulator login to the EFD System. Jurisdiction and State Users should
links on the Website home page and upon Regulator login, respectively, to view
Agreement may not be altered or amended orally.
Only NASAA has the right to alter or amend the Agreement and such
alteration or amendment shall only be in writing.
The NASAA EFD Site
provided by State User, Jurisdiction or its Authorized Users to NASAA or its
agents pursuant to their respective use of the EFD System or Website generally.
Jurisdiction and State User hereby agree that NASAA may use such information in
be modified by NASAA from time to time. For the avoidance of doubt, defined
defend, indemnify and hold harmless NASAA and its employees, representatives,
agents and directors, and the respective successors and assigns of any of the
foregoing (“NASAA Indemnitees”),
from and against any losses, demands, liabilities, costs or expenses (including
without limitation reasonable attorneys’ fees) (“Liabilities”) arising out of any claim, action or proceeding
brought against any NASAA Indemnitee by any third party and resulting from, or
alleged to result from Jurisdiction’s use (including that of its Authorized
Users) of the EFD System or the Website generally which, without limiting the
generality of the foregoing, shall include any claim, action or proceeding
resulting from, or alleged to result from: (a) Jurisdiction’s violation
(including that of its Authorized Users) of the Agreement; (b) Jurisdiction’s
violation (including that of its Authorized Users) of any Applicable Law in
connection with the Agreement; and (c) use by NASAA or its agents, in
accordance with the terms and conditions of the Agreement, of any data or other
content or personal information provided to them by Jurisdiction or its
Authorized Users in connection with the Agreement. Jurisdiction is not
authorized to settle any claim, action or proceeding for which it is
indemnifying a NASAA Indemnitee pursuant to this Section 11 without NASAA’s
prior approval if such settlement imposes any obligation on or requires any
admission by any NASAA Indemnitee. The applicable
NASAA Indemnitee may participate in the defense of any claim, action or
proceeding for which it is indemnified by Jurisdiction pursuant this Section
11, on an equal footing, through its/his/her own counsel, and at its/his/her
own expense. In such case, Jurisdiction will assist and cooperate, as
reasonably requested by NASAA, in such NASAA Indemnitee’s defense of the
applicable claim, action or proceeding.
(c) NASAA may terminate State User’s access
to the EFD System at any time by
terminating such State User’s EFD Regulator user account in the event that: (i)
NASAA determines that State User has breached any provision of the Agreement or
(ii) the EFD agreement between NASAA and the Jurisdiction of which State User
is an Authorized User terminates. Upon any such termination of State User’s EFD
Regulator user account, the Agreement with State User shall also terminate.
may terminate the Agreement at any time, for any reason or no reason, upon
sixty (60) days written notice to NASAA.
(b) Either Jurisdiction or NASAA shall have the right to terminate the Agreement
by giving written notice of termination to the other party, if the other party breaches any material term or
condition of the Agreement and fails to cure such breach within thirty (30)
days after receipt of written notice of the same. Without limiting the
generality of the foregoing, any failure by Jurisdiction to remain a member in
good standing of NASAA shall be deemed a breach of a material term or condition
of the Agreement.
(c) NASAA shall have the right to terminate the
Agreement at any time upon immediate written notice to Jurisdiction if it is
required to do so by Applicable Law (for example, where the provision of the EFD
System to Jurisdiction is, or becomes, unlawful).
(d) NASAA shall have the right to terminate the
Agreement at any time upon written notice to Jurisdiction if it elects to
discontinue providing the EFD System generally. If NASAA terminates for this
reason, NASAA will use reasonable efforts to notify Jurisdiction at least sixty
(60) days prior to the effectiveness of such termination.
Except as may be expressly provided otherwise herein or
agreed in writing by NASAA, the rights granted to Jurisdiction and State User
hereunder shall expire automatically upon the termination of the Agreement in
accordance with Section 12.2 or 12.3, as applicable, and, in either case, Jurisdiction
or State User, as applicable, shall immediately cease all use of the EFD System
and the EFD Content.
Simultaneously with any such termination of the Agreement,
NASAA shall be entitled, without notice to Jurisdiction or State User, as
applicable, to terminate Jurisdiction’s or State User’s, as applicable, access
to the EFD System by disabling all of Jurisdiction’s Authorized Users’ login names
and passwords or State User’s login name and password, as applicable, or, if
applicable to the reason for termination, by taking down or otherwise disabling
the EFD System or the Website generally. In such case, Jurisdiction and its Authorized
Users, or State User individually, as applicable, shall have no further access
to the EFD System or to any information contained within Authorized Users’ or
State User’s, as applicable, EFD Regulator user account(s). Notwithstanding the
foregoing, NASAA shall provide Jurisdiction with a commercially reasonable
period of time (“Transition Period”)
during which Jurisdiction, subject to its compliance with all terms and
conditions of the Agreement, which shall remain in effect for such purpose, may
access the EFD System for the sole purpose of accessing and downloading the
Filing Data. NASAA shall provide Jurisdiction with reasonable assistance in
accessing and downloading the Filing Data provided that Jurisdiction shall
promptly reimburse NASAA for any reasonable costs NASAA may incur in connection
therewith, including the costs of services performed in connection therewith by
the EFD Agent. For the avoidance of doubt, to the extent any Filing Data has
been downloaded or printed by Jurisdiction during the Term of the Agreement or during
the Transition Period, Jurisdiction may retain and continue its use of the same
after the Term of the Agreement in accordance with Section 5.3. For the further
avoidance of doubt, unless and to the extent required by Applicable Law, NASAA
shall have no other obligation to provide any other data or other content from
the EFD System or Website generally to Jurisdiction or State User after the
termination the Agreement. Jurisdiction and State User each agree that NASAA
shall not be liable to it/him/her or to any third party for any Liabilities caused
by the termination of the Agreement or the termination of its/his/her access to
the EFD System in accordance herewith.
Termination of the Agreement for any reason shall not
release any party hereto from any Liabilities which, at the time of such
termination, have already accrued to the other party or which are attributable
to a period prior to such termination.
Termination of the Agreement, for any reason permitted hereunder, shall
be without prejudice to any other rights or remedies of the parties.
© 2014/2018 - All Rights Reserved - Electronic Filing Depository
North American Securities Administrators Association, Inc. (NASAA, INC)750 First Street NE, Suite 1140Washington, DC 20002
General Terms & Conditions
All times reported in Eastern Time
Custom Software and Technology Provided by:
Software Consulting Services, LLC (SCS, LLC)
EFD Support: 601-453-1979 (9-6 Eastern)
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