TERMS and CONDITIONS

1. ACCEPTANCE OF TERMS. The sponsor of the retirement plan ("Plan"), through its agreement(s) with ADP, LLC ("ADP"), is providing you access to the information and services on this site (the "Site") under the following terms and conditions ("Terms").

2. SITE OVERVIEW. This Site is available only to users that have a registered User ID and Password and are Authorized Users. "Authorized Users" include employees of the Plan sponsor and third parties that provide services to the Plan sponsor ("Authorized Third Party Users") who have been authorized by the Plan sponsor and ADP to access the Site. If you i) do not have a registered User ID and Password, or ii) are not or are no longer an Authorized Third Party User, you are not authorized to use or access this Site. On this Site, you will be able to access certain information relating to retirement plans generally, the Plan(s) and Plan account(s) and certain services (the "Services"). These Services may permit you to submit instructions regarding certain Plan-related transactions to ADP through the Site through the use of certain software proprietary to ADP and its licensors (the "Software"). You acknowledge and agree that it if you submit instructions relating to the Services, it is your sole responsibility to verify the accuracy and completeness thereof. ADP may not review the accuracy or completeness of the instructions you submit. You acknowledge and understand that ADP is merely making this Site available on the Plan sponsor’s behalf and is not acting as an investment advisor or financial or benefit planner. The information available through the Site is not intended to be the primary basis for individual investment decisions. The Site is intended to provide general information for educational purposes.

3. REGISTRATION AND PASSWORD. In order to access and use this Site, you must provide your current User ID and Password. If you would like to personalize your Password, you may do so after logging onto the Site by selecting the "My Login Information" option from the menu. You agree to take any and all actions necessary to maintain the privacy of your User ID and Password, including, without limitation, safeguarding your User ID and Password in a private and secure place, adopting special precautions when accessing the Site from a computer that is available for use by other users and exiting from the Site at the end of each session. In the event that you have reason to believe that a third party has access to your account, you should choose a new Password by following the instructions on the "My Login Information" menu option of the Site. Your new Password will take effect immediately. If problems persist, you should notify the ADP Retirement Services Plan Sponsor Support team at 877-290-4545.

4. LAWS AND REGULATIONS. Access to and use of this Site (including the Software and Services) is subject to all applicable international, federal, state and local laws and regulations. You agree to abide by these laws and not use the Site (including the Software and Services) in any way that violates such laws or regulations.

5. COPYRIGHTS AND TRADEMARKS. The information and Software available on or through this Site is the sole and exclusive property of ADP, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information or Software available on or through this Site for commercial or public purposes. Users may not use the trademarks, logos and service marks ("Marks") for any purpose including, but not limited to use as "hot links" or meta tags in other pages or sites on the World Wide Web without the written permission of ADP or such third party that may own the Mark. Please click here for a list of ADP Marks. Questions concerning trademark ownership, usage, or infringement should be directed to trademarks@adp.com.

6. RIGHTS TO USE SOFTWARE. The Software includes certain computer software which is copyrighted by ADP and/or ADP’s licensors. You agree and acknowledge that ADP and/or its licensors retain title to the Software and any copies thereof. You are not purchasing title to the Software or copies thereof, but rather have been granted access to use the Software on a limited, revocable, non-exclusive, and non-transferable basis.

7. USE OF SITE NOT TRANSFERABLE/ASSIGNABLE. You understand, acknowledge and agree that the right to use the Site (including the Software and Service) is personal to you and is not transferable by assignment, sublicense, or any other method to any other person or entity. Any attempt to transfer your rights shall be void and shall constitute a breach of these Terms.

8. YOUR REPRESENTATIONS. You represent, warrant and covenant that: (a) you are authorized to access and use the Site in the manner in which you use it; (b) all information you enter into the Site related to the Services will be accurate and complete; (c) you will verify and remain solely responsible for all information entered into the Site related to the Services; (d) you will not upload, transmit, distribute or otherwise publish through the Site any materials that contain a virus, worm or other harmful component or that would cause the Site to malfunction; and (e) you will not decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the Software or other copyrighted or trademarked material, trade secrets or other proprietary information contained in the Site.

9. LINKS TO THIRD PARTY SITES. The Site may contain links to other Internet sites. Links to and from the Site to other third party sites do not constitute an endorsement by ADP or any of its subsidiaries or affiliates of such third party sites or the products and/or services offered on such sites.

10. THIRD PARTY AUTHORIZED USERS; ADP RESPONSIBILITY. If you are an Authorized Third Party User, you agree to keep the information you obtain from this Site confidential and shall not disclose it to any third party except as required by law. To the extent that you deem such disclosure to be required by applicable law, you will notify your client that has provided you with access to this Site (the "Client") and provide the Client with a reasonable opportunity to take such actions, as may be reasonably necessary to prevent such disclosure. In addition, you also agree to treat as confidential and not disclose to any third party the content, features and functionality of this Site which are not specific to the Client, including any software, content or other intellectual property on such site. You and the Client acknowledge that ADP may deny you access to information regarding the Client and Client's Plan and any participants or beneficiaries obtained via this Site (or through ADP customer service representatives) at any given time for any reason, including, but not limited to, your unauthorized use of the information, any attempt by you to damage the Site or cause a general denial of access by other users to the Site or the enactment of any law or regulation requiring participant or beneficiary consent to the disclosure of participant or beneficiary information to you. If you are an Authorized Third Party User, your responsibilities and those of ADP with respect to the Plan sponsor and the Plan are governed by your (and if applicable, your company’s) and ADP’s respective agreements with such entity and applicable law, including but not limited to ERISA. Your use of the information on this Site is subject to your (and if applicable, your company’s) specific arrangements with each Plan, Plan sponsor and/or ADP ("Service Arrangements"). ADP has not determined, and is not responsible for determining, if any Service Arrangement (other than those between the Plan sponsor and ADP) is reasonable, appropriate, or in accordance with applicable law. ADP has not reviewed any third party Service Arrangements, is not and shall not be a party to, or otherwise responsible for, any third party Service Arrangements and makes no representation that, and is not responsible for determining if, any payment pursuant to any such Service Arrangement is sufficient to satisfy any payment obligation the Plan or Plan sponsor may have to you (or your company, if applicable). You may not use any Plan or participant information conveyed on this Site other than to provide services pursuant to and in accordance with the Service Arrangements. In elaboration of the immediately preceding sentence, you may not use such information to market your (or your company’s) services or any investment or financial products or services to the individual Plan participants or their beneficiaries unless authorized under the terms of a Service Arrangement with a Plan or Plan sponsor; if you are so permitted, you (and not ADP) shall be solely responsible for complying with applicable privacy and other laws, including any law that requires you to obtain the consent of the Plan sponsor or participants to the use of such information for such purposes.

11. NO WARRANTIES. ADP MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SITE (INCLUDING THE SOFTWARE AND SERVICES). YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE (INCLUDING THE SOFTWARE AND SERVICES) IS AT YOUR OWN RISK. THE SITE (INCLUDING THE SOFTWARE AND SERVICES) IS PROVIDED SOLELY ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ADP AND ITS LICENSORS MAKE, AND YOU RECEIVE, NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE. ADP EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT. ADP DOES NOT WARRANT THAT THE OPERATION OF THE SITE (INCLUDING THE SOFTWARE AND SERVICES) SHALL BE OPERABLE, UNINTERRUPTED, FREE OF VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER MALICIOUS CODE, ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT. ADP FURTHER DISCLAIMS ANY WARRANTY THAT THE RESULTS OBTAINED THROUGH THE USE OF THE SITE (INCLUDING THE SOFTWARE OR SERVICES) WILL MEET YOUR NEEDS.

12. THIRD PARTY SERVICES AND DATA DISCLAIMERS AND RESTRICTIONS.

  1. ADP DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT, INFORMATION OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SITE, AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN ANY USER OF THE SITE AND ANY SUCH THIRD-PARTY PROVIDER.
  2. Copyright MSCI [2017]. All Rights Reserved. INDEX DATA IS PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND. MSCI EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT. MSCI SHALL NOT HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) RELATING TO ANY USE OF MSCI INDEX DATA. Internal use only. No copying or distribution is permitted. You assume all risk of use. MSCI does not make any representation regarding the advisability of any investment, and does not sponsor, promote, issue, sell or otherwise recommend or endorse any investment, including any financial products based on, tracking or otherwise utilizing any MSCI data, models, analytics or other materials or information). You shall not use or permit use of MSCI data in connection with creating, managing and/or advising on any financial product or any index.

13. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL ADP OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLERY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, (I) ANY LOST PROFITS OR DAMAGES, (II) ANY "TRADING" (I.E., ANY TRANSACTION INVOLVING THE PURCHASE OR REDEMPTION OF SECURITIES) LOSSES, (III) LOSSES ARISING FROM THE USE OR THE INABILITY TO USE THE SITE (INCLUDING THE SOFTWARE AND/OR THE SERVICES), (IV) LOSSES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THE SITE (INCLUDING THE SOFTWARE AND/OR SERVICES) OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET. THIS LIMITATION OF LIABILITY SHALL BE IN FULL FORCE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADP OR ITS LICENSORS HAD PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. TERMINATION. This Site and/or access to the Software and Services may be discontinued, temporarily or permanently, by ADP at any time without notice to you. You agree that ADP shall not be liable to you or to any third party for any suspension or discontinuance of the Site, the Software or the Services.

15. CHANGES TO SERVICE AND TERMS. ADP is not responsible for any technical inaccuracies or typographical errors which may be contained in these Terms. ADP reserves the right to changes these Terms in its sole discretion at any time without notice to you. Any such changes to the Terms will become effective immediately upon being posted on the Site. The Site and/or the Software and any Services may be modified, temporarily or permanently, by ADP at any time without notice to you. You agree that ADP shall not be liable to you or to any third party for any modification of the Site and/or the Software or the Services.

16. TRANSMISSIONS OF DATA. You acknowledge that transmissions to and from the Site could be read or intercepted by others. You acknowledge that by submitting communications through the Site, no confidential, fiduciary, contractually implied or other relationship is created between you and ADP.

17. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. Pursuant to the Digital Millennium Copyright Act, ADP has registered an agent with the U.S. Copyright Office. Notices of claimed copyright infringement relating to content of this web site only should be directed to: ADP, LLC One ADP Boulevard, MS 325, Roseland, NJ 07068-1728, Attn: John Gevertz. NOTE: THIS ADDRESS IS FOR COPYRIGHT INFRINGEMENT ISSUES ONLY. ALL OTHER COMMUNICATIONS REGARDING YOUR PLAN SHOULD BE DIRECTED TO YOUR PLAN ADMINISTRATOR.

18. GOVERNING LAW. THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW JERSEY, EXCLUDING ITS CONFLICTS OF LAWS RULES, REGARDLESS OF WHERE ANY ACTION MAY BE BROUGHT. YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF NEW JERSEY.

19. CONTACT US. If you have any questions or comments about the Terms, please contact the Plan Administrator appointed by the Plan sponsor.