Terms and Conditions of Service

INTRODUCTION

Before the California State Teachers Retirement System (hereinafter "CalSTRS," "We," or "Us") will provide information found at rcp.calstrs.com (the "Website") or by other electronic means, including, but not limited to, e-mail or other messaging service (collectively, "Electronic Access"), you must read and accept the terms of "The CalSTRS ONLINE AGREEMENT TERMS AND CONDITIONS" (hereinafter “Agreement”). If you choose not to accept these terms, you will not be granted access to use the Website. The Website is provided by CalSTRS as a convenience to its business partners and potential contractors; however this Agreement creates no obligation on the part of CalSTRS to provide access to the Website.

This Agreement specifically governs the Electronic Access to certain CalSTRS information and contains your rights and responsibilities, and the terms and conditions under which this service is provided. Please read this Agreement carefully and retain it for your records. Once you have been granted access, you will have access to a single account structure. You understand that only one set of credentials per account structure will be issued, that those credentials should only be used by you, and that you are solely responsible for the privacy and protection of those credentials. You acknowledge receipt of this Agreement and agree to be bound by all terms and conditions contained herein, and all applicable terms and conditions contained in any other agreements with you governing your relationship with CalSTRS. You further agree that any actions taken by others using your credentials are considered to be actions taken by you.

The terms and conditions of this Agreement are in addition to the terms and conditions of any and all other agreements, including all such disclosures made pursuant to such agreements you have with CalSTRS. To the extent that this Agreement and another agreement contain conflicting provisions relating to Electronic Access, the provisions in this Agreement will control, but all other contractual obligations of the parties remain subject to the terms and conditions of any other agreement.

1. ELECTRONIC COMMUNICATION DISCLOSURES

1.1 SERVICES COVERED

This Agreement governs Electronic Access to the Website and to any additional online or other electronic service(s), including, but not limited to, notifications, email or other information CalSTRS currently makes or in the future may make available via Electronic Access and which you currently or in the future may access or otherwise use.

1.2 CONTACT INFORMATION, NOTIFICATION AND UPDATES

Your current valid e-mail address is required in order for you to access the Website. CalSTRS may notify you through e-mail when a communication pertaining to you is available. It is your responsibility, however, to use the Website regularly to check for updates and to keep CalSTRS informed of any changes in your e-mail address to ensure that you continue to receive communications.

Note: If we are not able to send you an e-mail notification, you will still be able to access information through the Website. Regardless of whether CalSTRS is able to deliver an e-mail notification to you, you agree that the information will be deemed transmitted and received as soon as CalSTRS makes the information available to you through the Website.

2. YOUR ACCESS AND CREDENTIALS

2.1 ISSUANCE OF CREDENTIALS

As part of the process to create your credentials, you are required to select a username and password, as well as selecting and answering a number of challenge questions. You are responsible for the proper safekeeping of your information.

2.2 CONFIDENTIALITY OF YOUR PASSWORD

The password you select must comply with CalSTRS security standards. Your password is confidential and should NOT be disclosed to others or recorded on documentation or records located on or around your personal computer. You are responsible for the proper safekeeping of your password. You agree not to disclose or otherwise make your password available to anyone.

Anyone authorized to use your password, shall continue to have authority until you specifically revoke such authority by changing the password.

Users of the Website should utilize such other security precautions as may be appropriate under any particular set of circumstances to ensure proper security over system access and access to information. The Website provides the capability for you to change your password.

2.3 YOUR RESPONSIBILITY AND LIABILITY FOR UNAUTHORIZED ACCESS

You are responsible for all activity using the Website. If you permit other persons to use the Website with your credentials, you are responsible for any activity they authorize from your access. Notify CalSTRS immediately if you believe that your password has been lost or stolen or that someone has used it or may use it to access the Website without your permission.

3. WEBSITE GENERAL TERMS AND CONDITIONS; DISCLAIMER

3.1 SYSTEM UNAVAILABILITY

Access to the Website may be unavailable at times for the following reasons:

1. Scheduled Maintenance - there will be necessary periods when systems require maintenance or upgrades;
2. Unscheduled Maintenance - the Website may be unavailable when unforeseen maintenance is necessary;
3. System Outages - major unforeseen events, such as, but not limited to, earthquakes, fires, floods, computer failures, interruptions in telephone service, or electrical outages, may cause system unavailability;
4. Internet Service Provider - failure by or unavailability of an Internet Service Provider.

We will make all reasonable efforts to ensure the availability of the Website; however, we are in no way liable for system unavailability or any consequential damages that may result.

3.2 CHANGES IN TERMS AND CONDITIONS; TIME PERIOD

We may change or amend any part of this Agreement at any time. We may require you to accept the Agreement, with or without changes, annually.

3.3 OTHER LIMITATIONS OF LIABILITY:

You are solely responsible for the selection, installation, maintenance and operation of your personal computer, internet access and software. We expressly disclaims any and all liability as it relates to the improper use of your personal computer, internet access and the transmission of data except as provided by statute. We are not responsible for any errors or failures due to any malfunction of your personal computer, internet service or the software, or unsuitability of your personal computer or software, or any virus, or any problems that may be associated with the use of the Website.

3.4 TERMINATION OF ACCESS

You may terminate your access to the Website at any time by providing written notice to us and/or simply discontinuing the use of the service. We, at our sole discretion, may terminate your access to the Website at any time.

3.5 LICENSE PERMISSION AND USE RESTRICTIONS

The Website is intended for use as an information resource for CalSTRS. You are granted a nonexclusive, revocable license to copy or print one unaltered permanent copy of site materials for your personal, noncommercial use only.

No permission is given to print (other than the nonexclusive, revocable license for one copy of site materials for personal use), copy, reproduce, distribute, publicly display, perform, publish, transmit, upload, download, store, license, create derivative works from, alter, or modify materials, transfer, or sell anything obtained from the Website. You agree that you will not use (or allow others to use) the Website or any information contained on it for any wrongful, unauthorized, or unlawful purposes. You also agree to indemnify and hold us and our affiliates harmless from and against any loss, damage, or expense incurred because of any such use.

3.6 DISCLAIMER OF WARRANTIES

Information available on the Website is produced by us or is acquired from third-party sources believed by us to be accurate and reliable. THE INFORMATION AND MATERIALS CONTAINED AS PART OF THIS WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES WHATSOEVER ABOUT THE NATURE OR CONTENT (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY MATERIAL AT THIS WEBSITE, AND WITHOUT ANY REPRESENTATIONS OR GUARANTEES. ALL EXPRESS AND IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CalSTRS does not warrant the accuracy, adequacy, or completeness of this information and materials, and it expressly disclaims liability for errors or omissions in this information and materials. In addition, CalSTRS makes no representations, warranties or guarantees that this Website will be secure, accessible continuously, and without interruption or error free. To the extent that you might otherwise believe that any warranties, guarantees, or representations have been made to you, you hereby agree that such statements, whether made orally or in writing, are to be construed as merely non-binding expressions of policy rather than affirmative representations, obligations, guarantees, or warranties. In the event of any conflict between this section and other terms and provisions of this Agreement, this section shall be construed to take precedence.

3.7 LIMITATION OF LIABILITY

In order to provide you with this service, CalSTRS is unable to accept liability for any conduct, acts, or omissions at this Website or any losses you may incur. In no event shall CalSTRS be liable for any damages (including without limitation any direct, indirect, special, incidental, or consequential damages), losses or expenses that arise in connection with the Website, the use of the Website, or the inability of anyone to use the Website, or for any claims by any third parties. CalSTRS shall also not be liable for any damages, losses, or expenses that arise in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, or computer or system failure. CalSTRS shall not be liable for such damages, losses, or expenses even though it or its representatives are advised of the possibility of such damages, losses or expenses. This includes any damage to, or virus or other harmful code that may affect your computer equipment or other property based on your access to, or use of, the Website.

3.8 VIOLATIONS/INDEMNIFICATION

Your access privileges are conditioned on your adherence to the terms discussed here. You agree that CalSTRS may, in its sole discretion, deny you access to the Website. You further agree, at your own expense, to defend and indemnify CalSTRS and hold CalSTRS harmless against all claims arising in any manner whatsoever which may be asserted against CalSTRS, and all losses arising on any manner whatsoever and incurred as a result of any violations of this Agreement by you. CalSTRS reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and such assumption will not relieve you of your indemnity obligations. If asked to do so, you agree that you will not attempt to access this Website.

3.9 HYPERLINKS

CalSTRS may provide hyperlinks to external sites as a convenience to you and has no control over the content posted at these websites, nor does CalSTRS make any representation as to the content of these websites. Hyperlinks to other internet resources are to be used by you at your own risk. The content, accuracy, opinions expressed and other links provided by these resources may not be investigated, verified, or monitored by CalSTRS, and such links are not endorsed by CalSTRS unless otherwise specifically stated. If you believe that CalSTRS has provided a hyperlink to a site that contains infringing or illegal content or which makes available cracker tools or other circumvention devices, we ask you to notify CalSTRS so that we may evaluate whether (in CalSTRS sole discretion) to disable it.

3.10 SERVICES

The services that are offered are offered as a convenience through the Website, and can be amended in whole or in part or terminated at any time. Users of the Website shall have no right to expect the continuation of any part of the Website or any services that are offered through the Website.

3.11 REQUIRED INFORMATION

All information submitted via this Website may be used by us in any manner that complies with applicable laws and regulations, and the policies of CalSTRS. Any information collected will only be used to conduct CalSTRS-related business, pursuant to applicable laws and regulations.

Failure to provide any requested and mandatory information will affect your ability to access specific CalSTRS web-based service offerings. Any information or material you transmit to the Website will be treated as non-confidential and non-proprietary. You should not send us confidential or proprietary information unless that is your intent. You have the right to review your information maintained by CalSTRS upon proper identification.

3.12 LIMITED LICENSE

Original material which CalSTRS posts on this Website is protected by intellectual property laws. You are hereby granted a non-exclusive license to use this Website. You are also granted a limited license to print a copy of content posted at this Website, but only for your personal use. Except as expressly provided herein all rights are reserved. Among other things, except to the extent required for the limited purpose of reviewing material on the Website, electronic reproduction, adaptation, distribution, performance, or display is prohibited. Commercial use of any of the content of this Website is strictly prohibited. You may not display this Website in frames (or any of the content via links) without CalSTRS express written permission.

3.13 COPYRIGHT

CalSTRS owns the copyright to the pages and the screens displaying the pages that appear on the Website. You should assume that everything you see or read on the Website is copyrighted by CalSTRS or a licensor.

3.14 TRADEMARKS, LOGOS AND SERVICEMARKS

The trademarks, logos and service marks (the “Trademarks”) displayed on the Website are registered and unregistered Trademarks of CalSTRS. Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Website without the prior written permission of CalSTRS. Any improper use of the Trademarks displayed on the Website is strictly prohibited.

3.15 UNSOLICITED E-MAIL, SPAMMING AND SPOOFING

You may not use this Website to transmit unsolicited e-mail. You may not send unsolicited e-mail to this Website or to anyone whose email address includes the domain name used on this Website. You may not use CalSTRS domain name as a pseudonymous return e-mail address for any communications which you transmit from another location or through another service. You may not pretend to be someone else or spoof another's identity when using this Website.

3.16 NO WAIVER

No waiver of any of the foregoing terms and conditions shall be effective unless it is in writing and signed by an authorized officer of CalSTRS, and no waiver shall be deemed to imply or constitute a continuing waiver or a waiver of any other term or condition.

3.17 JURISDICTION AND GOVERNING LAW

You will be deemed to have agreed to the exclusive jurisdiction of the State and Federal courts of the State of California, USA, for resolution of any dispute you have relating to the services offered herein, or to this Agreement. The laws of the State of California (excluding its conflict of laws rules) will be applied to any dispute, regardless of where it is heard, and these terms and conditions are governed by the laws of the State of California (excluding its conflict of laws rules).

3.18 CONSTRUCTION

If any portion of this agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion shall be construed as narrowly as possible in order to give effect to as much of the agreement as possible. The headings used in this Agreement are intended solely for convenience of reference and are not intended to explain, modify, or place any construction or limitation upon any of the provisions of the Agreement.

It is recommended that you print this document for future reference.