Corporate Transactions

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Copyright © 2019 William Blair & Company, L.L.C. "William Blair" and "R*Docs" are registered trademarks of William Blair & Company, L.L.C.

As used on this site, "William Blair" refers to William Blair & Company, L.L.C., William Blair Investment Management, LLC, and affiliates.
For more information about William Blair, please see About William Blair.

This content is for informational and educational purposes only and not intended as investment advice or a recommendation to buy or sell any security. Investment advice and recommendations can be provided only after careful consideration of an investor’s objectives, guidelines, and restrictions.

• Statement of Financial Condition

  The Annual and Semi-annual Consolidated Statements of Financial Condition of William Blair & Company, L.L.C., and its wholly owned subsidiary, William Blair International, Limited (collectively the "Company") are available below.

  12/31/18: Annual Statement

  06/30/18: Semi-annual Statement

  12/31/17: Annual Statement

  06/30/17: Semi-annual Statement

  12/31/16: Annual Statement

  06/30/16: Semi-annual Statement

  
   

  Clients may also request a printed copy of the statements by calling 1-800-621-0687 ext. 5001.

• | NMS Rule 605 & 606

  Disclosure of SEC-Required Order Execution Information and Routing Information

  For the convenience of our clients, below we provide links to order execution data and routing information as required by the Securities and Exchange Commission rules and regulations.

  NMS Rule 605 - Order Execution Information
  William Blair & Company presents this order execution information pursuant to NMS Rule 605. Access our William Blair Rule 605 Data files.

  The data that you will find by following the link above will provide you with an indication of the type of execution you will receive for stocks in which William Blair is a market maker. However, please be aware that the majority of the order flow executed by William Blair & Company is not covered by NMS Rule 605 due to special handling requests by customers. The execution results from this order flow will not appear in the data and may differ substantially from the results.

  NMS Rule 606 - Order Routing Information
  William Blair & Company presents this order routing information pursuant to NMS Rule 606. View William Blair Rule 606 Data.

  William Blair takes into consideration many factors when determining where to route customers' orders. These include opportunities for price improvement, speed of execution, market depth and order size, cost of execution and the reputation of a particular venue. William Blair actively monitors the execution quality provided by the different market makers and exchanges, and routes orders to venues that have provided consistent, high-quality executions over time.

• | Allocation Procedures for Partial Redemptions or Calls of Securities

  Allocation Procedures for Partial Redemptions or Calls of Securities

  To the extent William Blair & Company, L.L.C. ("William Blair") holds on behalf of any customer account securities which, by their terms, may be called or redeemed prior to maturity ("callable securities") and a partial call or redemption involving such securities occurs, the following procedures will be followed. William Blair will administer the partial call or redemption via an impartial lottery system by which it will allocate among its customers the securities to be selected as called or redeemed. In the event the call or redemption is deemed to be on terms favorable to the applicable holder, as determined by William Blair, William Blair shall not allocate the securities to any account in which it or its associated persons have an interest until all other customers' positions in such securities have been satisfied. In the event the call or redemption is deemed to be on terms unfavorable to the applicable holder, as determined by William Blair, the accounts of customers and associated persons will participate in the impartial lottery on equal terms. Additional details concerning the lottery process are available upon request.

• | Business Continuity Plan

  FINRA Rule 4370 requires that members and member firms establish and maintain business continuity and contingency plans relating to an emergency or significant business disruption.

  Click to view William Blair & Company's Business Continuity Plan Summary.

• | UK Disclosures

  Company Information

  William Blair International, Ltd
  The Broadgate Tower
  20 Primrose Street
  17th Floor
  London
  EC2A 2EW
  
  Registered in England & Wales:
  Company Registration Number 03619027
  Vat Number 731317071

  Regulator

  William Blair International, Ltd is Authorised and Regulated by the Financial Conduct Authority (FCA)

  MiFID Disclosures

  • Execution Policy
  • Conflicts Policy

  The European Securities Market Authority (ESMA) requires investment firms to publish, on an annual basis, information in relation to the quality of execution and identity of execution venues. Regulatory Technical Standards (RTS) detail various requirements firms need to meet. RTS 28 requires investment firms to publish their top five execution venues in terms of trading volumes in the preceding year. Please find below the necessary information in the various prescribed formats.

  • William Blair International Limited RTS 28 2017 ETF
  • William Blair International Limited RTS 28 2017 Equity
  • William Blair International Limited RTS 28 2017 ETF CSV
  • William Blair International Limited RTS 28 2017 Equity CSV

  Execution Venues

  New York Stock Exchange
  NASDAQ

  UK Stewardship Code

  Remuneration Code Disclosures

  Pillar 3 Disclosure

  UK Modern Slavery Act Statement

• | Cookie Policy

  Cookie Policy

  At William Blair, your privacy is important and we want to be clear about the information we may collect when you visit our website. This policy explains how we use cookies and may be amended, from time to time, without notice. Please read the information below about our cookie use. By using this site you agree to the placement of cookies on your computer in accordance with the terms of this policy. If you would like to modify your browser to notify you when you receive a new cookie or to disable cookies, please refer to Managing Cookies below. Additional resources, and a link to our full Privacy and Security Policy may also be found below.

  What are cookies? Cookies are text files containing small amounts of information that are downloaded to your device when you visit a website. When you revisit the website, the cookies allow the website to recognize your device and remember certain information about you. Cookies can serve many purposes (helping us to understand how visitors use the website, letting you navigate between pages efficiently, remembering your preferences, and generally improving your user experience). Cookies also can help ensure that we provide information to you that is relevant or that you have requested.

  You also can learn more about cookies at www.allaboutcookies.org.

  Our use of cookies

  Session Cookies

  Session cookies are used to temporarily store information about logged in users. These cookies do not collect information from the user's computer, and do not identify the user. These cookies do not gather information about you that could be used for marketing purposes or remembering where you have been on the internet. The William Blair website uses the following session cookies:

  • "ASP.Net_SessionId": this cookie helps to identify each browser session on the server so that the user has an uninterrupted journey through the William Blair Website. It expires automatically when the session ends.
  • "ARRAffinity": these cookies are set by our hosting provider to help load pages efficiently by routing users to the same server consistently. They expire as soon as you close your browser.

  
  

  Permanent Cookies

  Permanent cookies are used to enhance a user's browsing experience by "remembering" users on subsequent visits. Please note that if you delete these cookies, we will not be able to remember your preferences or your login details or provide you with the content you have requested. These cookies do not gather information about you that could be used for marketing purposes. If you no longer wish for us to remember your selections, you should delete cookies on your machine. The William Blair website uses the following permanent cookies:

  • "recentOffice" and "recentPeople" cookies to speed up navigation by giving you the option to return to pages you have already visited. The cookies expire one year after the last page was requested.
  • "SC_Analytics_Global_Cookie": this persistent cookie identifies repeat visits from a single user. The cookie expires one year after the last page was requested.
  • "SC_Analytics_Session_Cookie": this cookie is used to collect anonymised information about how visitors use the site, including the number of visitors, where visitors have come from before coming to the site and the pages they visit on the site. The cookie expires one year after the last page was requested.

  
  

  Analytics Cookies

  There are also certain unique cookies and/or third-party cookies that we may use for analytics purposes to enhance the performance of our website. These cookies may track and provide trend analysis on how our users interact with our website, or help us to track errors. The data collected will generally be aggregated to provide trends and usage patterns for business analysis, site/platform improvement and performance metrics. The type of information we collect includes how many visitors visit our website, when they visited, for how long and which areas of our website are visited and which services are used. While this analysis may be performed by third parties, only William Blair will review the analytics. Your use of our website indicates your consent to the use of these web analytics cookies. One of these third party analytic tools used is a web analytics service provided by Google. Google Analytics is one of the most widespread and trusted analytics solutions on the web for helping us to understand how you use the site and ways that we can improve your experience. Google Analytics uses cookies to help analyze how visitors use the William Blair & Company website. Four types of cookies are used by Google Analytics:

  • __utma Cookie A persistent cookie - remains on a computer, unless it expires or the cookie cache is cleared. It tracks visitors. Metrics associated with the Google __utma cookie include: first visit (unique visit), last visit (returning visit). This also includes Days and Visits to purchase calculations which afford ecommerce websites with data intelligence around purchasing sales funnels.
  • __utmb Cookie & __utmc Cookie These cookies work in tandem to calculate visit length. Google __utmb cookie demarks the exact arrival time, then Google __utmc registers the precise exit time of the user. Because __utmb counts entrance visits, it is a session cookie, and expires at the end of the session, e.g. when the user leaves the page. A timestamp of 30 minutes must pass before Google cookie __utmc expires. Given__utmc cannot tell if a browser or website session ends. Therefore, if no new page view is recorded in 30 minutes the cookie is expired.
  • __utmz Cookie Cookie __utmz monitors the HTTP Referrer and notes where a visitor arrived from, with the referrer siloed into type (Search engine (organic or cost per click), direct, social and unaccounted). From the HTTP Referrer the __utmz Cookie also registers, what keyword generated the visit plus geolocation data. This cookie lasts six months.
  • __utmv Cookie Google __utmv Cookie lasts "forever". It is a persistent cookie. It is used for segmentation, data experimentation and the __utmv works hand in hand with the __utmz cookie to improve cookie targeting capabilities.

  
  

  For further details on Google analytics cookies, visit cookies set by Google Analytics.

  Targeting Cookies

  William Blair may utilize a select set of cookies provided by third parties, such as Like and Share buttons. These cookies store non-personally identifiable information, but may store information that is available to third-party advertisers, publishers, or ad networks.

  Managing Cookies

  Most browsers are initially set to accept cookies. However, you have the ability to disable cookies if you wish, generally through changing your internet software browsing settings. It may also be possible to configure your browser settings to enable acceptance of specific cookies or to notify you each time a new cookie is about to be stored on your computer permitting you to decide whether to accept or reject the cookie. To manage your use of cookies, there are various resources available to you. For example the "Help" section on your browser may assist you. As our cookies allow you to access some of our website’s essential features, we recommend that you leave cookies enabled. Disabling cookies may mean that you experience reduced functionality or will be prevented from using our site altogether.

  Additional Resources

  http://www.allaboutcookies.org

  https://ico.org.uk/for-the-public/online/cookies

  William Blair & Company Privacy and Security Policy

• | Social Media Disclaimer

  Social Media Disclaimer

  William Blair & Company, L.L.C. is a broker dealer and investment adviser dually registered with the U.S. Securities and Exchange Commission (“SEC”). William Blair, along with affiliated entities William Blair Investment Management, LLC and William Blair International, Ltd (collectively, “William Blair”) sponsors and publishes posts on or through pages, profiles, accounts, feeds, channels or other portions of various social media platforms, including but not limited to YouTube, Facebook, LinkedIn and Twitter (each, a “Site”) for educational, promotional or other business reasons.

  About William Blair Posts

  No William Blair post published on any social media platform is an offer to sell or a solicitation of an offer to buy shares of any William Blair investment product to any person in any jurisdiction in which an offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. Additionally, all William Blair posts published on any social media platform are for informational purposes only and should not be considered as investment advice or recommendations to invest in any particular security, strategy or investment product.

  William Blair posts on social media may include statements concerning financial market trends, and are based on current market conditions, which will fluctuate and may be superseded by subsequent market events or for other reasons. Historic market trends are not reliable indicators of actual future market behavior or future performance of any particular investment which may differ materially, and should not be relied upon as such. The investment strategies and broad themes discussed in William Blair’s social media posts may be unsuitable for investors depending on their specific investment objectives and financial situation. Information contained in posts has been obtained from sources believed to be reliable, but not guaranteed. You should note that the materials on the social media platforms are provided "as is" without any express or implied warranties. Past performance is not a guarantee of future results. All investments involve a degree of risk, including the risk of loss. No part of William Blair posts may be altered without express written permission from William Blair.

  William Blair posts may provide links to third party websites only as a convenience and the inclusion of such links does not imply any endorsement, approval, investigation, verification or monitoring by William Blair of any content or information contained within or accessible from the linked sites. While we make every attempt to provide links only to those websites we think are trustworthy and accurate, we cannot be responsible for the content or accuracy of the information presented on those websites and we specifically disclaim any liability for any loss or damages which you may incur, directly or indirectly, as a result of your use of them. We reserve the right to terminate a link to a third party website at any time.

  General User Guidelines

  Due to the highly regulated nature of our industry and as a matter of policy, William Blair, in some instances, may not reply to user comments. Please ensure that your contributions in relation to any William Blair posts are relevant and topical. Do not publish your own advertisements of any kind on any William Blair social media page or with respect to any William Blair posts. We ask you to be respectful and courteous and refrain from publishing, including through hyper-links, inappropriate or offensive material on any William Blair social media page. Do not attempt to promote investments (this includes posting testimonials, giving investment advice, or making recommendations about specific securities, securities strategies, products or services) on any William Blair social media page. Do not attempt to submit to William Blair any personal, confidential or account information through any William Blair social media page. William Blair is not subject to any obligations of confidentiality regarding information submitted to them through any William Blair social media page or otherwise through any social media platform.

  Third-Party Posts on any William Blair Social Media Page

  While William Blair may monitor third-party posts published on any William Blair social media page, such posts may be reviewed to ensure regulatory compliance, but otherwise are not edited before being displayed. Third-party posts on any William Blair social media page are the view and responsibility of the third-party, not William Blair. William Blair cannot guarantee the appropriateness, accuracy or usefulness of any third-party posts or of any third-party hyper-link, nor are they responsible for any unauthorized or copyrighted materials contributed by a third-party in any William Blair social media page. William Blair reserves the right to remove or edit any third-party posts or comments on any William Blair social media page that are inappropriate or that violate (or may violate) applicable regulations.

  William Blair does not publish or otherwise disseminate statements relating to current or former clients’ positive experiences with or endorsements of William Blair and expects you to refrain from publishing such posts on any William Blair social media page. You should limit your posts on any William Blair social media page to investment themes rather than commenting, positively or negatively, on William Blair, its products, services or personnel. Although our clients may follow this account, this should not be interpreted as a testimonial regarding any client’s experience with our firm.

  Any descriptions of, references to, or links to other products, publications or services do not constitute an endorsement, authorization, sponsorship by, or affiliation with William Blair with respect to any hyper-linked site or its sponsor, unless expressly stated by William Blair. William Blair expressly disclaims any responsibility for the posts, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites, as posted by third-parties on any William Blair Social media page.

  Use Social Media Platforms at Your Own Risk

  William Blair is in no way affiliated with any social media platform and has no responsibility for any social media page’s operations and services. William Blair and their respective affiliates, directors, officers, or employees are not liable for any direct, indirect, incidental, consequential, punitive or special damages arising out of or in any way connected with your access or use of, or inability to access or use, a social media platform, any William Blair social media page thereon or reliance on any William Blair post or any failure of performance, interruption, defect, delay in transmission, computer viruses or other harmful components, or line or system failure associated with a social media platform or any William Blair social media page thereon. Use of a social media platform or any William Blair social media page thereon is at your own risk.

  Privacy Policy

  William Blair is not responsible for the terms of use or privacy policies of any social media platform on which William Blair posts may appear, including in any William Blair social media page. For additional information regarding account security and privacy, refer to our Privacy and Security statement.

  Copyrights and Trademarks

  Each social media page’s content and information, and all trademarks, service marks, trade names, trade dress, logos, copyrights and other intellectual property displayed on the Site by William Blair (“Content”) are protected by U.S. and worldwide copyright and trademark laws and treaty provisions, and are owned by, controlled by or licensed to William Blair or their respective owners. By using any social media page, we do not grant you any rights to reproduce, sell, or license any of the content contained herein, except that you may print a copy of the information contained herein for your personal use only. You may not reproduce or distribute the text or graphics to others or copy all or substantially all of the content to your own hard drive or server without the prior written permission of William Blair.

  Permitted Uses of Our Sites and Content

  We have listed below the permitted uses of our Content. We reserve the right to change our permitted uses at any time.

  William Blair grants you a limited, revocable, nonexclusive and nontransferable right to view, store, bookmark, download, copy and print pages from the Site for your personal and noncommercial use only. Unless you receive our permission in advance, you may not exploit any of the Content commercially or forward it as a mass distribution.

  If you link other websites to any Site, you may not imply or suggest that William Blair has endorsed or is affiliated with such websites and you may not display this Site as “framed” within another website.

  Prohibited Uses of Our Sites and Content

  William Blair does not grant, by implication, estoppel or otherwise, any license or right to use Content on any social media page other than those set forth above, and you shall not make any other use of such Content without William Blair’s written permission. Without limiting the generality of the foregoing:

  You agree not to copy large portions of any social media page (such as by bots, robots or spiders that “harvest” the Site), interfere with the functioning of the Site or restrict or inhibit any others from using the Site.

  If you download any pages from any social media page, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such Content. You may not alter or modify the Content in your copies.

  You may not (and may not encourage or assist others to) violate any law, regulation, rule or the intellectual property or contractual rights of others, or attempt to violate the security of any social media page or use or gain access to the identities, information or computers of others through any social media page.

  You may not transmit any virus, worm, time bomb or similar system interference or corruptant through any social media page.

  William Blair has the right (but not the obligation) to monitor any social media page for unauthorized or objectionable conduct and to take all appropriate actions in response, without notice to you. We reserve the right to change or supplement our website policies at any time to the fullest extent permitted by applicable law.

  Forward-Looking Statements

  Statements made on any social media page that look forward in time involve risks and uncertainties and are forward-looking statements. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in William Blair’s products' performance, a general downturn in the economy, competition from other companies, changes in government policy or regulation, inability of William Blair to attract or retain key employees, unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations.

  Forward-looking statements reflect our current views with respect to, among other things, the operations and performance of our businesses. You can identify these forward-looking statements by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate” or the negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

  International Use

  The Content provided in or accessible through any social media page is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject William Blair to any registration or other requirement within such jurisdiction or country. William Blair reserves the right to limit access to the Site to any person, geographic region or jurisdiction. Unless otherwise expressly set forth herein, William Blair makes no representations that transactions, products or services discussed on or accessible through the Site are available or appropriate for sale or use in all jurisdictions or by all users, or that access by any user in the place it is located is not illegal or prohibited. Users who choose to access the Site from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or Content on the Site under the laws of any applicable jurisdictions. You may not use or export the Content on the Site or accessible through the Site in violation of applicable laws and regulations.

  Transmission to and From any Social Media Page

  Subject to any applicable terms and conditions set forth in our Privacy and Security Statement, any communication or other material that you send to us through the Internet or post on any social media page by electronic mail or otherwise, is and will be deemed to be non-confidential as between you and us and William Blair shall have no obligation of any kind with respect to such information. William Blair will be free to use, for any purpose, and without compensation due or payable to you, any ideas, concepts, know-how or techniques provided by you to William Blair through any social media page.

  Disclaimer and Indemnity

  William Blair and its affiliates disclaim, to the fullest extent permitted by law, all express and implied warranties of merchantability, fitness for a particular purpose, and non-infringement. If you live in a state that does not allow disclaimers of implied warranties, our disclaimer may not apply to you.

  William Blair does not warrant that the information in any social media page is accurate, reliable or correct, that any social media page will be available at any particular time or location, or that any social media page is free of viruses or other harmful components. Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from any social media page or made via any social media page may not be secure.

  The investments and strategies discussed in the content may not be suitable for all investors and are not obligations of William Blair or any of its affiliates or guaranteed by William Blair or any of its affiliates. The investments are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other entity and are subject to investment risks, including the loss of the principal amount invested. Nothing contained on the Site constitutes investment, legal, tax or other advice nor is to be relied on in making an investment or other decision. You should obtain and carefully review any applicable prospectus, statement of additional information and/or offering memorandum as well the William Blair Form ADV, as applicable, before making any investment decision. Decisions based on information or materials contained on any social media page are the sole responsibility of the user.

  As consideration for access to any social media page, you agree to indemnify and hold harmless William Blair and their employees, contractors, affiliates, officers and directors from and against any claims whatsoever and of any nature for damages, losses and causes of action, including but not limited to actions by third parties against you, William Blair or any of its Related Person, arising out of or in connection with any decisions that you make based on such Content, your use of any social media page, or your violation of our website policies. You agree to make William Blair, whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Site or any violation of this the policies laid out in this Disclaimer, unless prohibited by law.

  Miscellaneous Provisions

  YouTube, Facebook, LinkedIn, Twitter, and any other social media sites are public sites. William Blair is in no way affiliated with them and has no responsibility for their operations and services or for related service sites. William Blair is not responsible for any social media platform’s terms of use or privacy or security policies, or any other third party sites that may be linked to by a social media platform. By using a social media platform, you accept at your own risk that the Internet and online communications medium may not perform as intended despite the efforts of William Blair, your Internet Service Provider, and you.

  For additional information regarding account security and privacy, refer to our Privacy and Security statement. For customer service inquiries or questions about your accounts, please visit our website at: www.williamblair.com.

  Your Acceptance of these Terms

  Your use of the Site constitutes your acceptance of the terms contained herein. You may reject these terms by leaving the Site at any time.

  For additional information about William Blair or to contact us, please visit our website at: www.williamblair.com.

  William Blair Funds

  Please carefully consider the Funds’ investment objectives, risks, charges, and expenses before investing. This and other information is contained in the Funds’ prospectus, which you may obtain by calling +1 800 742 7272. Read it carefully before you invest or send money. Investing includes the risk of loss.

• | Privacy & Security

  Privacy and Security Notice

  Terms of use

  The following is a legal agreement between William Blair, ("we," "us," or "our") and "you," the user of the William Blair website. By accessing, browsing and/or using the William Blair website, you acknowledge that you have read, understand and agree to be bound to these terms of use ("Terms") including the attached privacy policy and to comply with all applicable laws and regulations. This agreement contains warranty disclaimer and other provision that limit our liability to you. Please read this agreement in its entirety. If you do not agree to these Terms, do not use William Blair website.

  William Blair is committed to protecting your privacy. The firm's Privacy Notice (PDF) can be accessed by clicking on the link and is to be read in conjunction with this agreement. The Privacy Notice explains how we collect your personal data and the potential rights and options you have according to the jurisdiction in which you reside. Please also refer to our Cookie Policy which explains our use of cookies and other web tracking devices via our website.

  Your use of the William Blair website

  A valid log in ID and password are required for you to use or access portions of the William Blair website.  In order to help protect the confidentiality and security of your information or data, you must use your password each time you access your account. You are solely responsible for maintaining the confidentiality of your password and for any use or misuse of our site by anyone using your password. We are not responsible and shall not be liable for any disclosure, misuse, modification or loss of any of your information or data by anyone accessing your account using your password.

  You acknowledge and understand that no form of protection can completely ensure that the William Blair website will be completely protected against unauthorized entry or behaviour. We shall have no liability for any claim for damages arising out of any breach of network security or any disclosure, misuse, modification or loss of data or information as a result thereof.

  You are solely responsible for your actions and communications undertaken or transmitted using the William Blair website. Neither we nor our affiliates exercise editorial control over your transmissions; however, we do reserve the right to review your uploads and transmissions in order to, among other things, ensure compliance with these Terms.

  Your use of the William Blair website is subject to all applicable local, state, national and international laws and regulations, and you agree not to use the William Blair website for purposes that violate such laws and regulations. In addition, you agree that:

  1) You will not interfere with another entity's use and enjoyment of the William Blair website;

  2) You will not upload, download, transmit or otherwise distribute any message, data, information, text or other material ("Content") that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;

  3) You will not upload, download, transmit, or otherwise distribute any viruses or other harmful, disruptive or destructive files;

  4) You will not upload, download, transmit or otherwise distribute any content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

  5) You will not attempt to obtain unauthorized access to the William Blair website or portions of the site which are restricted from general access or outside your permitted areas of access;

  6) You will not interfere with or disrupt networks, systems, and/or computers connected to the William Blair website, and you will comply with all regulations, policies, and procedures of such networks and systems; and

  7) You will comply with all United States laws regarding the transmission of technical data exported from the United States.

  No Transfer of Property Rights

  The products, technology and/or processes described and/or used on the William Blair website may be the subject of intellectual property rights reserved by William Blair or other third parties. Nothing contained herein shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any intellectual property right of William Blair or any third party.

  Updates to the William Blair Website

  We reserve the right to modify the William Blair website and the materials, features and services provided on the site at any time without prior notice to you.

  Warranty Restriction; Limitation of Liability

  The materials, information and services provided on the William Blair website are provided "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. There is no warranty against interference with your enjoyment of any materials, information or services (including, but not limited to, any data, text, images, sounds or computer programs (including collections and compilations of them) or against infringement.

  Neither William Blair nor any of its principals, officers, employees or affiliates shall be liable for any direct, indirect, special, consequential, punitive, exemplary and/or incidental damages of any kind whatsoever (including, but not limited to, lost profits or attorneys' fees) in any way due to, resulting from or arising in connection with your access to, inability to access, or use of the site, or from your reliance on any information provided on the site, even if William Blair has been advised of the possibility of such damages. This limitation applies to all causes of action in the aggregate including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and any other tort. In the event the foregoing limitation of liability set forth herein shall be for any reason held unenforceable or inapplicable, you agree that William Blair and its affiliates' aggregate Liability shall not exceed five hundred dollars ($500).

  Neither William Blair nor its affiliates takes any responsibility or assumes any liability for any content uploaded or otherwise transmitted by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, indecency, lewdness, harassment, threats, abuse or profanity you may encounter in using the William Blair website. You agree to hold harmless William Blair and its affiliates and parties with whom William Blair has contracted for purposes of hosting or maintaining the site from all claims based upon communications or materials made available by you on the site.

  International Use

  Neither William Blair nor its affiliates makes any representation that materials, features or services on the site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the site from other locations do so of their own initiative and are responsible for compliance with local laws.

  Indemnification

  Upon a request by William Blair, you agree to defend, indemnify and hold harmless William Blair and its affiliates, and their employees, contractors, officers and directors, from all liabilities, claims and expenses, including attorney's fees that arise from your use or misuse of the William Blair website. William Blair reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with William Blair in asserting any available defences.

  Enforcement by William Blair

  In the event William Blair determines, in its sole discretion, that you have violated these Terms, William Blair shall have the right to immediately terminate your access to the site, without prior notice to you, and/or pursue any other remedies available to it under applicable law.

  Governing Law

  This Agreement, and the respective rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Illinois (excluding any conflict of law's provisions of the State of Illinois that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding regarding the William Blair website or any part of the site shall be brought only in Illinois. Each of the parties consent to the exclusive personal jurisdiction and venue of the court, state and federal, located in city of Chicago, Illinois.

  Updates to Terms

  William Blair shall have the right to revise these Terms at any time by updating this posting. By using the William Blair website, you agree to be bound by any such revisions and should therefore periodically visit the site to determine the then-current Terms to which you are bound.