612-397-3300
This InvestorPortal Agreement (“Agreement”) is made by and between you (“Investor”) and CliftonLarsonAllen LLP (“Fund Administrator”), effective on registration via acceptance of the following terms and conditions:
  1. Purpose. Fund Administrator provides an Investor Portal (secure Internet site) to permit easy and secure electronic transfer of documents to the Investor via the Investment’s Fund Administrator as well as ongoing Investor access to certain documents (may include confidential documents) created or maintained by Fund Administrator.
  2. Use. The Investor Portal web-based applications are exclusively provided to Investors of the Investment’s Fund Administrator and are intended for their sole use. By using any feature of Fund Administrator’s Investor Portal, Investor and Investor’s assigned agents consent to the following terms and conditions and acknowledge that Fund Administrator is relying on such consent in allowing Investor and Investor’s assigned agents to use the Investor Portal. Fund Administrator may modify, suspend, discontinue or restrict the use of any portion of the Investor Portal, including the availability of any portion of the content at any time, without notice or liability. Similarly, Fund Administrator may amend the terms and conditions of this Investor Portal Agreement at any time. Such terms will be communicated direct electronic notification to the Investor. Continued use of the Investor Portal after the posting of any amended terms and conditions shall constitute agreement by Investor and Investor’s assigned agents to be bound by any such changes.
  3. Service Availability. Fund Administrator will reasonably endeavor to provide 24 hour daily availability of the Investor Portal. However, Fund Administrator makes no representation or warranty that 24 hour service will be available. Investor agrees and acknowledges that the Investor Portal will, at times, be unavailable for any number of reasons, including regularly scheduled maintenance, service upgrades, or mechanical or electronic failures. Investor further understands and agrees that use of the Investor Portal may be impacted by factors related to Investor’s Internet service provider(s), public networks, and such other relevant entities (“Third Party Service Providers”) and by factors related to Investor’s workstations/hardware, Investor’s operating systems, Investor’s software, and Investor’s web browsers. Fund Administrator is not responsible for any such impact or for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, or any combination thereof, including any injury or damage to Investor’s computer or peripherals related to downloading any materials from the Investor Portal, and is likewise not responsible for the failure of any e-mail to be received as a result of any such problems or technical malfunctions.
  4. Security. Fund Administrator will reasonably endeavor to make the Investor Portal secure from unauthorized access. However, Investor recognizes that no completely secure system for electronic data transfer has yet been devised.
  5. Logon Accounts and Their Security. In order to maintain security, Fund Administrator will set up the account in one of two methods:
    1. An initial logon password will be transmitted to each user via email. Users will be prompted to change their passwords upon initial logon. (Fund Administrator strongly recommends that Investor establish a policy that logon information not be shared among Investor’s employees or associates). The Investor will be responsible for (1) authorizing, monitoring, controlling access to and maintaining the strict confidentiality of their usernames and passwords, (2) not allowing another person to use their usernames or passwords, and (3) any charges or damages that may be incurred as a result of their neglect to maintain the strict confidentiality of their usernames and passwords.
    2. A link to a User Registration access site will be transmitted to each easer via email. Users will be prompted to set up their passwords and a security question and answer. (Fund Administrator strongly recommends that Investor establish a policy that logon information not be shared among Investor’s employees or associates). Investosr will be responsible for (1) authorizing, monitoring, controlling access to and maintaining the strict confidentiality of their usernames and passwords, (2) not allowing another person to use their usernames or passwords, and (3) any charges or damages that may be incurred as a result of their neglect to maintain the strict confidentiality of their usernames and passwords.
  6. Documents Stored on the Investor Portal. Fund Administrator reserves the right to delete documents from the Investor Portal at any time and for any reason. That said, documents uploaded to the Investor Portal will normally remain on the Investor Portal for a reasonable period of time or until requested to be deleted by The Fund or until The Fund terminates their relationship with the Fund Administrator. Fund Administrator reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Fund Administrator’s sole discretion. Investor will indemnify Fund Administrator and hold Fund Administrator harmless for all time and costs (including attorney fees) that Fund Administrator is compelled to incur in responding to subpoenas, discovery requests, or other legal process (including government requests) resulting in any way from the documents contained on the Investor Portal.
  7. Investor’s Responsibility. Investor must, at Investor’s own cost: (a) provide for Investor’s own access to the Internet and pay any service fees, telephone charges and online service usage associated with such access, and (b) provide all equipment necessary for Investor to make connection to the Investor Portal, including a computer and modem.
  8. No Unlawful or Prohibited Use. As a condition of using of the Investor Portal, Investor warrants to Fund Administrator that Investor and Investor’s assigned agents will not use the Investor Portal to conduct or solicit any activity that is unlawful or that is otherwise prohibited by any contractual provision by which Investor is bound. Investor may not use the Investor Portal in any manner that could damage, disable, overburden, or impair the Investor Portal or interfere with any other party’s use and enjoyment of the Investor Portal. Investor may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Investor Portal. Investor agrees to comply with all applicable laws, rules, and regulations in connection with the Investor Portal. Finally, Investor warrants that it will not provide access to the Investor Portal to any third party; such access has not been agreed to by the Fund Administrator’s Investors.
  9. Icons, Logos, and Other Proprietary Material. The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Investor Portal are registered and common law trademarks of Fund Administrator. Nothing contained on the Investor Portal should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks displayed on the Investor Portal without the written permission of Fund Administrator. Use of any of the Trademarks displayed on the Investor Portal or displayed on any content on the Investor Portal is strictly prohibited. Investor and anyone whom Investor authorizes to use the Investor Portal should assume that everything they see or read on the Investor Portal is copyrighted and is a trade secret and may not be used without the written permission of Fund Administrator.
  10. Links To Third Party Sites. CLA has contracted with Yardi for the purpose of providing a CLA branded product. The Investor Portal may contain links to other Websites (“Linked Sites”). The Linked Sites are not under the control of Fund Administrator and Fund Administrator is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Fund Administrator is not responsible for webcasting or any other form of transmission received from any Linked Site. Fund Administrator is providing these links only as a convenience to Investor, and the inclusion of any link does not imply endorsement by Fund Administrator of the Linked Site or any association with the operators of the Linked Site.
  11. Confidentiality, Information Protection, and Protection of Data. Notwithstanding any existing legal or contractual obligations regarding confidentiality between Investor and Fund Administrator, Investor undertakes to treat all knowledge relating to business secrets, which come into Investor’s possession through the use of the Investor Portal, as confidential. Investor shall assure that any protected data that comes into Investor’s possession through the use of the Investor Portal is not transmitted to any unauthorized person. In partial consideration of the opportunity to access the resources of the Investor Portal, Investor agrees to maintain the strict confidentiality of access of the Investor Portal and its data to Investor and Investor’s assigned agents, and to indemnify and hold harmless Fund Administrator and its officers, principals, and employees and their heirs, successors, and assigns from and against any and all claims, actions, demands, losses, damages, judgments, costs, and expenses, including without limitation, reasonable attorney fees and liabilities of every kind that may arise from Investor’s or Investor’s assigned agents’ use of the Investor Portal or because of violation of these terms and conditions of use.
  12. Term and Termination. This Agreement and the services contemplated by it may be terminated by either Fund Administrator or Fund with or without cause and with or without notice at any time; provided, however, that the warranty disclaimers and liability waiver set forth below in Paragraph 14 shall survive any such termination. Upon termination of this agreement or relationship by the Fund or Fund Administrator, the Investor has 30 days to download portal content from the Investor Portal. Notice of termination may be sent via email or in writing. This Agreement is automatically terminated if the Fund/Fund Administrator relationship is ended.
  13. Warranty Disclaimer and Liability Waiver. FUND ADMINISTRATOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE INVESTOR PORTAL. FURTHERMORE, FUND ADMINISTRATOR DOES NOT WARRANT THAT THE INVESTOR PORTAL’S FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE INVESTOR PORTAL OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND FUND ADMINISTRATOR SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY OR WARRANTIES AGAINST INFRINGEMENT. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR OTHERWISE EXPRESSLY PROVIDED BY APPLICABLE LAW OR REGULATION, INVESTOR AGREES THAT NEITHER FUND ADMINISTRATOR, NOR ANY PARTY THAT PROVIDES INTERNET ACCESS OR EQUIPMENT USED TO ACCESS THE INVESTOR PORTAL (INCLUDING “THIRD PARTY SERVICE PROVIDERS” AS DEFINED ABOVE), NOR ANY AGENT, INDEPENDENT CONTRACTOR, OR SUBCONTRACTOR OF ANY OF THE FOREGOING WILL BE LIABLE FOR ANY LOSS, INJURY, OR DAMAGE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER UNDER A CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THE INVESTOR PORTAL, ITS CONTENT, ITS SECURITY OR ANY SERVICES PROVIDED IN CONNECTION WITH IT, OR OUT OF THE INTERNET ACCESS PROVIDER USED TO ACCESS THE INVESTOR PORTAL OR THE EQUIPMENT USED TO ACCESS THE INVESTOR PORTAL, INCLUDING, WITHOUT LIMITATION, ANY LOSS, INJURY, OR DAMAGE RELATING TO ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE OR UNAUTHORIZED INTERCEPTION OR ACCESS TO THE COMMUNICATION BETWEEN FUND ADMINISTRATOR AND INVESTOR, EVEN IF FUND ADMINISTRATOR OR THE THIRD PARTY SERVICE PROVIDERS ARE AWARE OF THE POSSIBILITY OF SUCH EVENTS.
  14. Miscellaneous. The individuals accepting this Agreement each represent and warrant that they are authorized to enter into this Agreement on behalf of Investor, as those terms are defined in this Agreement. This is the entire agreement between Fund Administrator and Investor regarding its subject matter. This Agreement does not modify or affect any existing or future engagement letter or agreement between Fund Administrator and Investor. This Agreement is made and entered in the State of Minnesota and is to be construed under the laws of the State of Minnesota exclusive of its choice of law provisions, as they from time to time exist.