Binding Agreement

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. These Terms of Use set forth the terms and conditions applicable to the use of the Vestmark web site and any other web sites (collectively, the “Web Sites”) made available by Vestmark, Inc. and/or its affiliates (collectively, “Vestmark”) from time to time through which Vestmark makes available certain information about the business of and products and services offered by Vestmark (collectively, “Vestmark Materials”). By using the Web Sites or accessing the Vestmark Materials, you agree to be bound by these Terms of Use, as they may be amended from time to time, notwithstanding anything to the contrary set forth in a separate signed agreement or agreements between Vestmark (or a third party itself having a business relationship with Vestmark permitting such) and you or your organization governing the provision of Vestmark products and services or other business relationship among such parties, as the same may be/has been amended from time to time (collectively, a “Vestmark Business Agreement”). Vestmark reserves the right to amend these Terms of Use at any time by posting the amended terms to this web site. Your continued use of the Web Sites and the Vestmark Materials constitutes acceptance of the amended terms. If you do not agree with these Terms of Use (as amended from time to time), your sole and exclusive remedy is to discontinue using the Web Sites and Vestmark Materials.

Copyright and Trademark Restrictions

The Web Sites and the Vestmark Materials are protected by United States and international laws regarding copyrights, trademarks, trade secrets, and other proprietary rights. Other than third party materials in which copyright is explicitly noted thereon, copyright in the Web Sites and the Vestmark Materials is owned by Vestmark. You may not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit, or distribute any of the Vestmark Materials without the prior written consent of Vestmark, except as follows: any person is hereby authorized to view, copy, print and distribute Vestmark Materials (excluding, in any case, confidential information of Vestmark made available through a Portal Web Site (as defined below), access to and use of which shall be governed by an applicable Vestmark Business Agreement) provided that, (i) documents and images are used for informational purposes only, (ii) documents and images are not used for commercial purposes, and (iii) documents, images or portions thereof must include the copyright notice: “Copyright (c) 2022 Vestmark, Inc. All rights reserved”. The term “Vestmark” and the circle V logo are registered trademarks, and all related product and service names, designs, and slogans are the trademarks or service marks of Vestmark. The foregoing is not intended to be and should not be construed as an exhaustive list of trademarks of Vestmark. All other trademarks contained herein are the property of their respective owners. Neither title nor intellectual property rights to any Vestmark Materials or other information or material in the Web Sites are transferred to you, but remain with Vestmark or the applicable owner of such content.

Use of Web Sites; Content

You agree to use the Web Sites and the Vestmark Materials only for lawful purposes. Unless explicitly stated otherwise, all Vestmark Materials and other information and material in the Web Sites are made available only for the purpose of providing information. The information contained herein has been obtained from sources believed to be reliable, but its accuracy and completeness are not guaranteed. Vestmark reserves the right at any time and without notice to change, amend, or cease publication of the information. It has been prepared solely for informative purposes. Vestmark may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice. Links on the Web Sites that link to third party web sites or materials are not guaranteed to be accurate, complete or reliable. Linked web sites are independent and are not owned or operated by Vestmark. Vestmark does not endorse any linked web sites, nor does Vestmark guarantee the timeliness, accuracy, completeness, or adequacy of any information posted on the linked web sites. Vestmark does not necessarily agree with any opinion, outlook, or forecast stated on any linked site. Vestmark shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any content, goods or services available on or through any such linked web site. Vestmark reserves the right to terminate, modify, or change the links at any time without notice.

Use of Portal Web Sites

Your access to and use of the Vestmark Manager Marketplace web site and any other Vestmark portal web sites (collectively, “Portal Web Sites”) are subject to these Terms of Use, an applicable Vestmark Business Agreement and an end user license agreement related to such Portal Web Sites, if applicable. If you or your organization is not party to a Vestmark Business Agreement permitting access to and use of a certain Portal Web Site, you must not attempt to access or use the applicable Portal Web Site. Use of the Portal Web Sites is restricted to authorized users only, using a username/password combination authorized by Vestmark and/or your organization, as permitted in accordance with the applicable Vestmark Business Agreement, and limiting their use as provided by the applicable Vestmark Business Agreement and an end user license agreement, if applicable. Individuals using the Portal Web Sites may have their activity monitored and recorded, and expressly consent thereto. Unauthorized access to and use of the Portal Web Sites is prohibited by the laws of the United States and other countries, and may result in civil and/or criminal liability. Vestmark may suspend, block or terminate any access to the Portal Web Sites which it reasonably believes to be unauthorized or in violation of these Terms of Use or an end user license agreement, if applicable. The Portal Web Sites contain confidential information of Vestmark, access to and use of which shall be governed by an applicable Vestmark Business Agreement. User name, password, password reset questions and answers and other access credentials (“User Information”) are provided to you for your sole access to the Portal Web Sites you have been authorized to use under an applicable Vestmark Business Agreement. You and your organization are responsible for keeping User Information secure and confidential. You and your organization are solely responsible with regard to usage and security of User Information and any activities that occur under your and their accounts. You and your organization are solely responsible for any equipment, devices, hardware, cabling, materials, services, support, products, applications or licensed software supplied by parties other than Vestmark that you and your organization use in conjunction with the Portal Web Sites and Vestmark products and services. Vestmark shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any equipment, devices, hardware, cabling, materials, services, support, products, applications or licensed software supplied by parties other than Vestmark. You and your organization shall be fully responsible for all of your activity in the applicable Portal Web Site, and any breach of these Terms of Use by you.

Registered Investment Advisor Notice

Vestmark Advisory Solutions, Inc. (“VAS”), a wholly-owned subsidiary of Vestmark, Inc., is a registered investment advisor registered with the U.S. Securities and Exchange Commission (the “SEC”). VAS provides asset management and related services for clients nationally. VAS files and maintains all applicable licenses as required by the state securities regulators and/or the SEC, as applicable. VAS renders individualized responses to persons in a particular state only after complying with the state’s regulatory requirements, or pursuant to an applicable state exemption or exclusion.

No Endorsement

Vestmark does not represent, warrant, endorse, or guarantee any advertised products or services, and the identification or listing of products, services, links, or other information on the Web Sites or any linked web site does not constitute or imply any sponsorship, affiliation, or recommendation by Vestmark. You assume all responsibility and risk associated with the use of the Vestmark products and services and the Internet generally.

Disclaimer and Limitation of Liability

THE WEB SITES AND THE VESTMARK MATERIALS COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN; THESE CHANGES WILL BE INCORPORATED IN NEW EDITIONS OF THE WEB SITES. VESTMARK MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED OR MADE AVAILABLE IN THE WEB SITES AT ANY TIME. THE WEB SITES AND VESTMARK MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. NEITHER VESTMARK NOR ANY PERSON ASSOCIATED WITH VESTMARK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY, OR AVAILABILITY OF THE WEB SITES OR THE VESTMARK MATERIALS. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER VESTMARK NOR ANYONE ASSOCIATED WITH VESTMARK WARRANTS OR REPRESENTS THAT THE WEB SITES, THE VESTMARK MATERIALS OR ANY OTHER INFORMATION PROVIDED ON THE WEB SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, AND UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE WEB SITES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE WEB SITES OR THE VESTMARK MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. VESTMARK DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. EXCEPT AS EXPLICITLY PROVIDED IN AN APPLICABLE VESTMARK BUSINESS AGREEMENT WITH RESPECT TO ACCESS TO AND USE OF PORTAL WEB SITES, IN NO EVENT WILL VESTMARK BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEB SITES OR ANY LINKED SITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE WEB SITES OR THE VESTMARK MATERIALS, WHETHER OR NOT THERE IS NEGLIGENCE BY VESTMARK AND WHETHER OR NOT VESTMARK HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

Indemnification

You, and your organization with respect to Portal Web Sites, agree to indemnify and hold harmless Vestmark, its agents, third-party information providers, merchants, licensors, and others involved in the delivery of the Web Sites or the delivery of the Vestmark Materials and other information over the Web Sites, and their respective officers, employees, and directors, from and against any and all liabilities, expenses, damages, and costs, including reasonable attorney's fees, resulting from any violation by you of these Terms of Use or otherwise arising out of your use of the Web Sites and the Vestmark Materials.

Privacy; Protection of Personal Information

Vestmark’s use of your personal information is in accordance with our Privacy Policy and is incorporated by reference into these Terms of Use.

Comments and Submissions

Vestmark welcomes your comments. All comments, suggestions, or other information sent by you to the Web Sites for internal use by Vestmark or in response to solicitations on this site will become Vestmark’s property; you agree that all intellectual property rights therein are transferred to Vestmark.

Contact

Please contact Vestmark’s Legal Department at 781.224.3640 or e-mail to legalnotices@vestmark.com if you become aware of any content that you believe to be in violation of these Terms of Use, including, without limitation, claims that any content on the Web Sites infringes the copyright of a third party.

Precedence

Whenever there is a conflict between the terms in these Terms of Use and an applicable Vestmark Business Agreement, the terms of these Terms of Use shall control with respect to access and use of the Web Sites and Vestmark Materials, unless otherwise explicitly stated herein.

Miscellaneous

The laws of the Commonwealth of Massachusetts will govern these Terms of Use without giving effect to any principles of conflicts of laws that will require the application of the laws of any other jurisdiction. You also agree to comply with all laws in any jurisdiction applicable to performance of your obligations hereunder and that may be applicable to the transmission of data on the Internet, including, but, not limited to laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information. These Terms of Use, as they may be amended from time to time, in conjunction with a Vestmark Business Agreement with respect to the Portal Web Sites, if applicable, completely and exclusively state the agreement between you and Vestmark with respect to the Web Sites and the Vestmark Materials, and no other terms that may have been communicated to you orally or in any other manner shall have any force or effect. Any cause of action you may have with respect to the Web Sites or Vestmark Materials must be commenced within one (1) year after the claim or cause of action arises, or such claim or cause of action is barred. Except as set forth in an applicable Vestmark Business Agreement with respect to the Portal Web Sites, exclusive jurisdiction over any cause of action arising out of these Terms of Use or your use of the Web Sites or Vestmark Materials shall be in the state or federal courts located in Boston, Massachusetts, and you agree to submit to the jurisdiction of such courts.

The failure of Vestmark to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. To the extent that any provision in these Terms of Use shall be found to be unenforceable, such provision shall be modified in such a manner so as to make these Terms of Use as modified, legal and enforceable under applicable laws and the balance of the provisions of these Terms of Use shall not be affected thereby.