Terms and Conditions of Use

    These Terms and Conditions of Use (these "Terms") are a legal contract between William Blair and Company, a Delaware limited liability company ("William Blair," "us" or "we"), and you, the user accessing or using the William Blair web site ("you") accessible through the URL http://www.williamblairfof.com (the "Site").

    THESE TERMS DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES IN CONJUNCTION WITH YOUR USAGE OF THE SITE. READ THEM CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING ANY PORTIONS OF THIS SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THESE TERMS JUST AS IF YOU HAD SIGNED THEM. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS, DO NOT ACCESS THIS SITE. YOU ARE SUBJECT TO ANY ADDITIONAL TERMS, GUIDELINES AND/OR NOTES APPLICABLE TO ANY INFORMATION, MATERIAL OR SERVICES DESCRIBED OR MADE AVAILABLE ON THIS SITE THAT MAY CONTAIN SUCH ADDITIONAL TERMS AND CONDITIONS. ALL SUCH ADDITIONAL TERMS ARE INCORPORATED BY REFERENCE INTO THESE TERMS.

    1. Unauthorized Use

    You may not use this Site to: (i) perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable or interfering with the performance of the Site; (ii) perform any activity which will or may breach a third party right; (iii) engage in public or commercial activities, including but not limited to offering for sale any products or services, soliciting for advertisers or sponsors or selling, licensing or granting public access to any information offered on the Site; or (iv) conduct any other act or omission not expressly authorized or required by these Terms ("Prohibited Use(s)"). You shall not use your User ID (defined below) or this Site to gain any unauthorized access to, or conduct any Prohibited Use on, the Site or any other William Blair software, equipment, computer, system or network.

    2. Third Party References and Internet Web Sites

    William Blair may from time to time provide links and pointers on the Site to Internet sites maintained by William Blair's affiliates or other third parties ("Third Party Sites") and may from time to time provide third party material ("Third Party Materials") on the Site. These Third Party Sites and Third Party Materials are only provided as a convenience to you. The inclusion of any Third Party Materials or links to Third Party Sites is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by William Blair of any such information or site. The terms and conditions of such sites are likely to be different from these Terms.
    William Blair has not reviewed, and does not operate or control in any respect, the Third Party Materials or any information, products or services available on Third Party Sites, and William Blair is not responsible for any information in the Third Party Materials or provided at any Third Party Sites. William Blair makes no representations and provides no warranties whatsoever concerning Third Party Materials and Third Party Sites, and the fact that William Blair has provided the Third Party Materials or a link to any Third Party Site on the Site does not constitute an endorsement, authorization, sponsorship or affiliation by William Blair with respect to such Third Party Materials or Third Party Site, or its owners or providers or any products or services mentioned or offered in the Third Party Materials or at the Third Party Site. William Blair expressly disclaims any responsibility for the content, the accuracy of the Third Party Materials and the information and/or quality of products or services provided by, advertised on, or sold through, all Third Party Sites.

    3. Forward Looking Statements

    The Site may contain forward looking statements that are subject to risks and uncertainties whereby the actual results may differ from those foreseen, including the risks detailed in William Blair's reports filed with the Securities and Exchange Commission (the "SEC").

    4. Timeliness of Information

    All press releases and other information contained on the Site were, to William Blair's knowledge, timely and accurate when issued. However, the passage of time can change the intent or accuracy of such information, and William Blair is not responsible for any misconceptions which may result from the reading of such material. You should carefully check the dates of issuance of the information contained on the Site.

    5. Adult Usage

    The Site shall be used only by persons that are at least 18 years old. If you are younger than 18 years old, you may not access the Site. If you are a parent or other person charged with the care of persons younger than 18 years old, you agree to restrict access to the Site through your computers to persons who are at least 18 years old. If one of your children accesses the Site and provides William Blair with personally identifiable information, promptly contact William Blair in writing whereby William Blair will use reasonable efforts to delete all personally identifiable information regarding such minor from its databases.

    6. User IDs and Passwords.

    You certify that the User ID that you are using to enter this site was received by you from William Blair. You shall not share or distribute any User ID to any other party or entity. You agree that you will not distribute or disseminate any information obtained from this site to any other party or entity without William Blair's prior consent.
    If you attempt to register or use a user name and/or password ("User ID") that does or could be interpreted, as we determine in our sole discretion, to impersonate another person, infringe a third party's trademark or other proprietary rights or violate law, or which is or could be vulgar, offensive or potentially confusing, we reserve the right to refuse granting you such User ID. You must keep your User IDs strictly confidential and YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING SUCH CONFIDENTIALITY, AND YOU, NOT William Blair, SHALL BEAR ANY AND ALL DAMAGES RESULTING FROM ANY USE, WHETHER OR NOT AUTHORIZED, OF YOUR USER ID. If you discover that your User ID has been used without your authorization, you shall notify us immediately.

    7. This Site Does Not Contain Investment, Legal, Accounting or Other Professional Advice.

    The information presented on this Site is not and should not be interpreted to be investment, legal, accounting or other professional advice and William Blair does not intend that such information be a substitute for seeking such advice. If you require any such professional advice, William Blair strongly suggests that you seek out the services of an independent legal counsel, accountant or other professional in your jurisdiction. You acknowledge that William Blair bears no responsibility incurred as a result of your failure to seek out such independent counsel.

    8. Examples

    On certain pages within this Site, we describe example companies, entities, products, services, individuals and hypothetical situations, all of which are purely fictitious. By our use of these examples, we imply no association with any real company, entity, product, service, individual or situation.

    9. Informational Purposes Only and Investment Products.

    The contents of this Site, including information regarding any investment products or services, is for informational purposes only. We do not intend the information presented on this Site to be, nor should it be construed as, an offer or solicitation for the sale of any investment product or service or a recommendation or determination by William Blair that any investment product or service is suitable for a specific investor. Investors should seek financial advice regarding the suitability of any investment product or service, based on the investor's objectives, financial situation and particular needs.

    This Site also contains information about funds and other investment products and services, which are not intended for, or available to, certain investors in certain jurisdictions. Additionally, the funds and services that are available to U.S. persons on this Site have not been registered with the SEC and as a result, such investment products are only available to individuals who have been pre-qualified by William Blair and are accredited investors and/or qualified purchasers. As such, any information referring specifically to any investment products or services offered by William Blair are only available to individuals with a valid User ID issued and used in accordance with these Terms and who meet the three criteria set forth in the preceding sentence.

    Investments like stocks, bonds, annuities and mutual funds are not insured by the Federal Deposit Insurance Corporation ("FDIC") or any other governmental agency, are not deposits of or other obligations of or guaranteed by William Blair or any bank or entity and are subject to investment risks including the possible loss of principal amount invested.

    For the purposes of these Terms, "qualified purchaser(s)" is as defined in Section 2(a)(51) of the Investment Company Act of 1940 and "accredited investor(s)" is as defined in the Securities Act of 1933.

    Past performance does not guarantee future results and we make no representation or warranty regarding past performance or future results.

    10. Disclaimer of Warranties

    YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. WILLIAM BLAIR HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING CONTENT, THE SITE AND THE PRODUCTS AND SERVICES PROVIDED BY THE SITE INCLUDING ANY WARRANTIES OF AVAILABILITY, NON-INTERCEPTION, FREEDOM FROM VIRUSES, ACCURACY, RELIABILITY, CORRECTNESS, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT ANY AND ALL DISCLAIMERS IN THESE TERMS AND THE PROVISIONS OF THIS SECTION 10 REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN WILLIAM BLAIR AND YOU.

    11. Limitation of Liability

    UNDER NO CIRCUMSTANCES SHALL WILLIAM BLAIR, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OFFICERS, AGENTS, LICENSORS OR EMPLOYEES BE LIABLE FOR ANY DAMAGES, CLAIMS, DEMANDS OR CAUSES OF ACTION, WHETHER IN TORT, CONTRACT OR OTHERWISE, WHETHER DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, AS A RESULT OF THE UNAVAILABILITY OF THIS SITE OR YOUR USE OF THE SITE OR THE CONTENT, PRODUCTS OR SERVICES PROVIDED THEREON. IF THE FOREGOING LIMITATION IS UNENFORCEABLE, YOU AGREE THAT WILLIAM BLAIR'S LIABILITY TO YOU, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED $1,000.00.

    12. Indemnification

    You agree to indemnify and hold harmless William Blair, its subsidiaries and affiliates and their respective directors, members, managers, officers, employees, agents, licensors, suppliers and any third party information providers from and against any and all claims, actions and proceedings and any and all costs, fees (including reasonable attorneys fees), expenses, settlements and judgments that result from your breach of these Terms or your access and use of the Site.

    13. Termination and Remedies

    If you breach these Terms, your authorization to use the Site automatically terminates and you must immediately destroy any materials obtained from the Site. William Blair may seek any available legal remedy or take any reasonable business steps to prevent the unauthorized use of, or access to, this Site, and to prevent your access to this Site. You agree that William Blair would be irreparably harmed if you breach this provision and that monetary damages would be inadequate to remedy such breach. Accordingly, you also agree that, in the event of such a breach, William Blair shall be entitled to seek and obtain specific and injunctive or other equitable relief as the appropriate remedy for such a breach.
    FAILURE BY YOU TO ABIDE BY THESE TERMS MAY RESULT IN WILLIAM BLAIR REFERRING YOU TO APPROPRIATE LAW ENFORCEMENT AUTHORITIES AND/OR SECURITIES REGULATORS.

    14. Limited Use and Copyrights

    William Blair grants you the limited license for the accessing, viewing, printing no more than three (3) paper copies and saving a single electronic copy of the text, graphics, audio, video, design, images, charts, information, data, materials and other content (the "Content") on the Site solely for your personal, non-commercial use. William Blair may revoke such privilege at any time with or without notice for any reason or no reason. You shall maintain the confidentiality of all Content obtained from this Site and prevent its unauthorized disclosure to any other party or entity. In the event you become aware that any other party or entity requires or is interested in the Content, you shall advise such individuals to contact William Blair in order to obtain a User ID to access such Content.
    Any and all Content, software and other works on the Site and any reproductions of any of the foregoing (collectively, "Works") are the copyrighted works of William Blair and/or its suppliers, and are protected under U.S. and worldwide copyright laws and treaty provisions. Other than the limited grant of access to and viewing of the Content set forth above, William Blair grants you no other privileges or rights in any of the Works. You acknowledge that any other use of the Works, including without limitation, framing, reproduction, modification, distribution, transmission, republication, display or performance, without the prior written permission of William Blair, is strictly prohibited.

    15. Trademarks

    All page headers, custom graphics, logos, button icons and other distinctive words, names, signs, symbols, expressions, sounds, images, colors, themes and packaging are service marks, trademarks and/or trade dress (collectively, the "Marks") of William Blair. You agree not to display, use or reproduce any of the Marks in any manner without prior written consent from William Blair. Without limiting the generality of the foregoing, William Blair specifically prohibits the use of any Mark in conjunction with a link to the Site or any William Blair web site unless the establishment of such a link is approved in advance by William Blair in writing. Failure to obtain such approval shall entitle William Blair to seek an injunction enjoining such use. All other trademarks, service marks, product names and company names or logos cited herein are the property of their respective owners.

    16. Feedback

    Any ideas or suggestions received from you about how to improve the Site or the products or services of William Blair or any of its affiliates shall be deemed a grant of permission by you for William Blair to adopt and use such ideas or suggestions without additional consideration. Any information provided by you to William Blair by e-mail or otherwise shall be deemed to have been provided by you and received by William Blair on a non-confidential basis. With respect to all content you elect to post on the Site and any communication you direct to William Blair, you represent and warrant to William Blair that you own or have all required rights to such content and hereby automatically grant William Blair a royalty-free, perpetual, irrevocable, worldwide, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content and/or communication (in whole or part) and/or to incorporate it in other works in any form, media or technology now known or later developed, and to sublicense such rights to third parties.

    17. Compliance

    William Blair makes no representation or claim that any information on the Site is appropriate or may be downloaded outside the United States of America. Access to the Site and to any information thereon may not be legal by certain persons or in certain countries. If you access the Site from outside the United States of America, you do so at your own risk of liability under the laws of the United States of America or of your jurisdiction.

    18. Miscellaneous

    These Terms, and any other agreement that may be entered into by you and William Blair regarding access to and use of the Site in connection with a specific product or service of William Blair constitute the entire agreement between you and William Blair and supersede any and all other agreements, representations and understandings, whether written or oral. These Terms may not be modified or amended by you without the prior written consent of William Blair. William Blair may modify or amend these Terms at any time without notice to you. You must regularly review these Terms for any modifications or amendments to these Terms as your continued use of the Site after a modification or amendment signifies your assent and agreement to these Terms, as amended. If any clause or provision set forth in these Terms is determined to be illegal, invalid or unenforceable under present or future law, then, you understand and agree that the clause or provision so determined to be illegal, invalid or unenforceable shall be severable without affecting the enforceability of all remaining clauses or provisions. These Terms and your use of the Site and any products and services provided by the Site shall be governed by the laws of the United States of America and the State of Delaware, without regard to its conflicts of laws principles. The parties agree that the state and federal courts located in or serving Wilmington, Delaware shall have exclusive jurisdiction over any and all claims, disputes or other controversies relating to or arising from these Terms or your use of the Site or any products and services provided by the Site. The parties hereby expressly consent to the exercise of jurisdiction over them by such courts. To the fullest extent permitted by applicable law, each party to these Terms waives its, his or her right to a jury trial with respect to any action brought under or in connection with these Terms. The headings used in these Terms are for convenience only and such headings are not to be used in determining the meaning or interpretation of these Terms.


    William Blair & Company
    222 West Adams Street
    Chicago, Illinois 60606
    info@williamblair.com

    Copyright © 2012 William Blair & Company, L.L.C. All Rights Reserved.