KeyBank National Association (“KBNA”) will be a “swap dealer” registered with the Commodity Futures Trading Commission (“CFTC”) as of November 30, 2013. This website provides certain disclosures (“Material Information”) that KBNA as a registered swap dealer is required to provide to each counterparty that is not a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant (each as defined in the Commodity Exchange Act or CFTC Regulations) when entering into swap transactions regulated by the CFTC (“Swaps”). We are making such Material Information available to you, provided you are not a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant, on or through this website, or websites of others, via one or more documents, URLs or hyperlinks specified herein. Use of this website is subject to these Terms of Service.
By accessing the Material Information, or, each time that you enter into or propose to enter into a Swap with KBNA, you are confirming that you have read, understood and acknowledged each of the statements below:
1. Engaging in Swaps involves a number of different types of risks based on each transaction’s characteristics and the related governing documentation. Some of those risks and characteristics are generally applicable to all Swaps, while others are applicable to Swaps within an asset class or classes. Material Information consists of information at both the general and asset class levels.
2. You have read and understood the Material Information, and have consulted with and such professional advisors as you deem appropriate or necessary. In addition to the Material Information, you have read carefully any additional disclosures contained in any documentation provided to you from time to time by KBNA for any Swaps you are entering or contemplating entering into. Nothing provided on this website shall amend or supersede the express terms of any written or oral agreement between you and KBNA, or the terms of any related governing documentation. Material Information does not constitute, nor should you treat it as constituting, legal advice from KBNA or its affiliates.
3. KBNA is solely acting as a principal and your counterparty in connection with any offer to enter into or upon entering into a Swap (whether covered by the Material Information or otherwise) and assumes no responsibility for any use of the Material Information. KBNA does not assess the suitability of any Swap or trading strategy involving a Swap, nor is it obligated to act in the best interests of any counterparty.
4. KBNA and the International Swaps and Derivatives Association, Inc. (“ISDA”) and their officers, directors, employees, subcontractors, agents, successors or assigns (collectively “Covered Parties”) shall not be liable to you for any loss, injury, claim, liability or damage of any kind whatsoever resulting from, arising out of or in any way related to: (a) any errors in or omissions from Material Information; (b) your use of the Material Information; (c) your use of or access to any equipment or software in connection with the Material Information including due to the improper functioning of, or breakdowns within, KBNA’s or ISDA’s systems; or (d) any delay or failure in performance. The aggregate liability of the Covered Parties to you in connection with any other claim arising out of or relating to the Material Information shall not exceed $500.00, which right shall be in lieu of all other remedies that you may have against such Covered Party. In no event shall the Covered Parties be liable for any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees), lost data, lost profits or revenue or lost savings in any way due to, resulting from or arising in connection with the Material Information contained therein, regardless of any negligence of the Covered Parties.
5. KBNA does not make any warranty whatsoever as to this website or those to which it may connect, express or implied, and expressly disclaims any implied warranties of merchantability or fitness for a particular purpose. KBNA makes no warranty regarding the use or results of this website with respect to its quality, completeness, correctness, availability, freedom from interruption, reliability, performance or otherwise. KBNA will not have any responsibility to maintain this website or to supply any corrections, updates or releases in connection therewith. KBNA will not be liable for any damages arising from third party unauthorized access to this website. KBNA will not be liable for any failure to fulfill its obligations hereunder (if any) that results from an act of God, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, earthquake, failure or fluctuation in electrical power or other utility services, network failure or other cause beyond its reasonable control. You should notify us of any interruption of service, outage or inaccessibility.
6. While we have examined relevant external websites with due care and attention before any link has been included on this website, the content of external websites may change at any time without our knowledge, and KBNA accordingly assumes no responsibility or liability for the content of any website accessed via an external hyperlink.
7. We may record telephone conversations with your trading, marketing and other relevant personnel in connection with any transaction or potential transaction. You are deemed to have consented to the recording of such calls, and agree to the extent permitted by law that such recordings may be submitted as evidence in any legal proceedings, or to any regulator, court or other authority having jurisdiction over KBNA.
8. Access to certain content on or related to this website (“Restricted Content”) is provided by way of logon IDs and passwords, personal identification numbers (“PINs”), authentication devices, certificates, tokens, and/or other codes (“Access Information”). You understand that possession or knowledge of Access Information by any person may result in that person being able to access and use Restricted Content. KBNA is authorized to provide access to Restricted Content to anyone using the appropriate Access Information without further inquiry. You are responsible for all use of your Access Information, including user names, passwords and PINs and the authority level associated with each such user name. If you believe that any of your Access Information, including user names, passwords and/or PINs has been stolen, or that someone has tried to access Restricted Content using any of your Access Information without authority, notify us at once. Call us at 1‑800‑539‑4147. Once a user name and/or password is reported lost or stolen, we will block access to Restricted Content for that user name and password.
9. This website is the intellectual property of KBNA and/or its licensors, and may be protected by copyright, trademarks, service marks, patents or other property rights. You may not distribute, transmit or broadcast any content or materials on this site without the express written consent of KBNA.
10. We may revise these Terms of Service at any time, including without limitation to comply with any change in law or regulation. We may terminate your access to this website at any time, or provide Material Information, if required, by such other means as we may in our sole discretion determine.