You must read the important information below and accept the Terms of Use by clicking “yes” in the acknowledgment section below before accessing the materials pertaining to the BNY Mellon Liquidity Funds plc (“Offshore Funds”) which are incorporated with limited liability under the laws of Ireland and authorized by the Central Bank of Ireland under UCITS regulations:

Terms of Use for the Offshore Site (“Terms of Use”)

Use and Acceptance. These Terms of Use are a binding contract between you, an investment professional, and BNY Mellon Securities Corporation (BNYMSC), a subsidiary of The Bank of New York Mellon Corporation (“BNY”) and a sub-distributor of the Offshore Funds.

The Offshore Funds web pages that contain the Offshore Funds’ product information and literature (such web pages, collectively, the “Offshore Site”) are provided and available to you conditioned upon your acceptance without modification of, and agreement to comply with, these Terms of Use. You agree to read these Terms of Use carefully before using the Offshore Site. By using the Offshore Site, you agree that you have read and will comply with these Terms of Use. If you do not acknowledge reading, and agree to comply with, these Terms of Use by clicking “yes” in the acknowledgment section below, you will not be able to access the Offshore Site.

These Terms of Use are in addition to any other agreements between you or your employer and BNYMSC, BNY Mellon Fund Management (Luxembourg) S.A. (Manager and Distributor of the Offshore Funds), or any other BNY affiliates or their predecessors, including Offshore Funds selling agreements, customer or account agreements, that govern your use of the Offshore Funds' information and literature. 

Investment Professionals Only. The Offshore Funds’ product information and literature on the Offshore Site are intended solely for investment professionals acting on behalf of clients who are non-U.S. Persons (as defined below) and non-Canadian residents. The Offshore Site is made available only to investment professionals acting on behalf of clients who are non-U.S. Persons and non-Canadian residents who have read these Terms of Use, and who have provided their acknowledgment as set forth below.

No U.S. Persons. The Offshore Funds are not available to U.S. Persons, and U.S. Persons are precluded from purchasing, acquiring or holding shares of the Offshore Funds. The shares of the Offshore Funds have not been registered under the U.S. Securities Act of 1933 (as amended) or any U.S. state securities laws, and the Offshore Funds are not registered in the U.S. under the Investment Company Act of 1940 (as amended). Shareholders will not be entitled to the benefits of such registration. The Offshore Funds may not be offered or sold, directly or indirectly, in the U.S., any state thereof, or its territories or possessions, or to any U.S. Person. The term U.S. Person as used herein has the same meaning as set forth in the Offshore Funds’ prospectuses and includes, but is not limited to: a) any natural person resident in the U.S.; b) any partnership or corporation organized or incorporated under the laws of the U.S.; c) any trust of which any trustee is a U.S. Person; and d) any agency or branch of a non-U.S. entity located in the U.S. Applicants for Offshore Fund shares will be asked to certify that they are not U.S. Persons precluded from purchasing, acquiring or holding shares of the Offshore Funds.

No Canadian Residents. The Offshore Funds are not available to Canadian residents, and Canadian residents are precluded from purchasing, acquiring or holding shares of the Offshore Funds. The Offshore Funds are not registered or qualified in Canada, and the Offshore Funds are not available for distribution to Canadian residents.

No Recommendations or Advice. You understand that the Offshore Funds’ information and literature provided on the Offshore Site shall not constitute the provision of financial, tax or legal advice, and you further understand that accessing and use of the Offshore Site shall not constitute BNYMSC or its affiliates providing advice or offering any opinion with respect to the appropriateness of the Offshore Funds for any particular situation. The Offshore Site, and all the content thereon, is provided for informational purposes only and should not be construed as a recommendation to buy, sell, or hold any particular security or serve as a primary basis for investment decisions. You acknowledge and agree that your decision to use the Offshore Site or to take any action or refrain from taking any action as a result of your use of the Offshore Site will be your decision alone. Any recommendations that you make to use the Offshore Funds will be based solely on your own, and not BNYMSC or any of its affiliates’, evaluation of your non-U.S. Person and non-Canadian resident client’s financial circumstances, investment objectives and the nature, potential value and appropriateness of the transaction(s). BNYMSC does not claim that the Offshore Funds are appropriate for any particular investor.

Jurisdiction. Nothing on the Offshore Site shall constitute an offer or a solicitation of an offer to buy or sell any securities. Any request for information about the Offshore Funds obtained through the Offshore Site is unsolicited. The Offshore Funds’ information and literature provided on the Offshore Site 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 any law or regulation, or which would subject BNYMSC, any of its affiliates, or the Offshore Funds to any registration requirement within such jurisdiction or country. If you choose to access the Offshore Site, you do so on your own initiative, and you are responsible for compliance with any applicable local laws. BNYMSC does not claim that the Offshore Funds are available in any particular jurisdiction.

Selling Agreement. The Offshore Funds are managed and administered by BNY affiliates. Properly licensed intermediaries are able to market the Offshore Funds only to non-U.S. Persons and non-Canadian residents in certain jurisdictions, and only after entering into the appropriate agreement with, and being authorized by, the Offshore Funds’ distributor. Information about entering into a selling agreement with the Offshore Funds’ distributor may be obtained by calling BNYMSC at the phone number provided below.

Limitation of Liability. By accessing the Offshore Site, you agree to waive all claims against BNYMSC, its directors, officers, employees, agents, and affiliates regarding your use of the Offshore Site and any use by you of the Offshore Funds’ information obtained thereon. You agree that under no circumstances shall BNYMSC or its affiliates be liable to you for any damages, including, but not limited to, any direct, indirect, incidental, special or consequential damages for loss of profits, trading losses, good will, business interruption, use, data, equipment or other intangible losses (even if BNYMSC or its affiliates had been advised of the possibility of such damages) that result from: (a) the use or inability to use the Offshore Site, (b) the consequences of any decision made or action or non-action taken by you or by anyone to whom you communicate information obtained from the Offshore Site or for any errors by you in communicating such information, (c) the cost of substitute goods or services, (d) breaches of security resulting from your failure to ensure the confidentiality of your personal information, (e) breaches of security by third parties, or (f) any other matters relating to Offshore Site. Neither BNYMSC nor its affiliates shall be liable for damage or injury to persons or property arising from the use of any information obtained through the Offshore Site.

BNYMSC’s entire liability and your exclusive remedy for any dispute or claim related to these Terms of Use or the Offshore Site is your cessation of the use of the Offshore Site.

Warranty Disclaimers. Although BNYMSC uses reasonable efforts to provide accurate and up-to-date information through the Offshore Site, the information contained on the Offshore Site is provided on an “as is” “as available” basis. To the fullest extent permitted under applicable law, BNYMSC, its directors, officers, employees, agents, licensors and affiliates expressly disclaim all warranties of any kind with respect to the Offshore Site and the Offshore Funds’ information and literature available on or through the Offshore Site, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. BNYMSC does not warrant or make any representations regarding the use, or the results of the use, of the Offshore Site or the information thereon in terms of their correctness, accuracy, reliability, or otherwise.

Except as provided by law, BNYMSC has no responsibility to maintain the information or literature provided on the Offshore Site or to supply corrections or updates for the same.

Indemnification. You agree to indemnify, defend and hold harmless BNYMSC and its affiliates, and each of its and their officers, directors employees, and agents, from and against all claims, demands, liabilities, damages, losses or expenses, including reasonable attorneys’ fees, arising from or related to your improper access to or use of the Offshore Site, or any violation by you of these Terms of Use.

Your Account. The Offshore Site will require that you make certain representations before being granted access, and certain parts of this Offshore Site may require a login. Further, for authentication purposes, certain features on the Offshore Site may require you to answer a designated security question. You agree to provide BNYMSC with current, complete and accurate information as prompted by the applicable registration process. You agree not to obtain or attempt to obtain unauthorized access to such parts of or features on the Offshore Site, or to any other protected materials or information, through any means not intentionally made available to you by BNYMSC.

You are responsible for maintaining the confidentiality of any account information, User IDs, passwords, Personal Identification Number (PIN) and security questions and answers that you use to access any page or feature on the Offshore Site and for logging off of your account and any protected areas of the Offshore Site. Further, you are responsible for all transactions, communications, acts or omissions that occur as a result of accessing the Offshore Site via the use of your User ID, PIN or password, whether or not authorized by you. Accordingly, you should take steps to protect the confidentiality of your User ID, PIN and password. You agree to contact BNYMSC immediately if you become aware of any disclosure, loss, theft or unauthorized use of, or suspicious activity with respect to, your User ID, PIN or password or if you believe that someone accessed the Offshore Site using your User ID, PIN or password without your authorization.

BNYMSC will not be responsible for any loss or damage arising from your failure to comply with this provision.

Copyright Policy and Trademarks. The Offshore Site contains copyrighted works, trademarks and other proprietary material. BNYMSC and its affiliates own all rights, title and interest in and to the Offshore Site, all the content, data and materials thereon, the look and feel, design and organization of the Offshore Site, and the compilation of the content, data, and materials on the Offshore Site, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. If you download or print a hard copy of individual pages and/or sections of the Offshore Site, you agree not to remove any copyright or other proprietary notices or disclosures. Any downloading or otherwise copying from the Offshore Site will not transfer title to any software or material to anyone. You may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, link into or use for any purpose the Offshore Site without the prior written permission of BNYMSC. No material obtained from the Offshore Site may be redistributed without the express, written permission of BNYMSC, and no material obtained from the Offshore Site shall be distributed in any jurisdiction where the distribution would be contrary to such jurisdiction’s laws or regulations..

Termination. The rights granted to you herein terminate immediately upon any violation by you of these Terms of Use. BNYMSC, in its sole discretion, reserves the right to temporarily or permanently terminate your access to, and use of, the Offshore Site at any time and for any reason whatsoever, without notice or liability. You agree that BNYMSC shall not be liable to you or any third party for any termination of your access to or use of the Offshore Site.

Governing Law and Severability. These Terms of Use are governed by the laws of the State of New York without giving effect to conflicts of laws principles, and by using the Offshore Site you are agreeing to submit to the jurisdiction of the State of New York for purposes of all legal proceedings relating to these Terms of Use. If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions.

Headings. The heading of each provision hereof is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.

Acknowledgment. In order to access the Offshore Site, please confirm that you: a) have read and understand these Terms of Use, b) are an investment professional acting on behalf of non-U.S. Persons and/or non-Canadian residents, and/or an investment professional performing investment due diligence on behalf of non-U.S. Persons and/or non-Canadian residents, and c) agree to be bound by, and comply with, the Terms of Use which governs your access to, and use of, the Offshore Site.

I accept the terms and conditions: