Simplified Contribution Plan (“SCP”) Terms and Conditions and User Agreement Definitions 1. “Licensor” or “FWS” means Fidelity Workplace Services, LLC. 2. “Software” means the SCP process management software suite (collectively, the “Software”). 3. “Client” means the client of FWS who has licensed the Software from FWS to manage its SCP processes and authorizes certain users to access the Software on its behalf. 4. “User” means a user, who is not an employee, contractor, or subcontractor of FWS or its affiliates, who is authorized by Client to access the Software. 5. “Terms and Conditions” means the terms and conditions of this User Agreement as listed herein in their entirety. Terms and Conditions 1. These Terms and Conditions govern User’s use of the Software. 2. Each User is acting on behalf of and as an authorized agent of the Client in the course of their use of the Software. 3. Licensor grants User a non-transferable, non-sublicensable, nonexclusive license to access the Software via a password over the Internet. User may only use the Software for its own internal business purposes and in accordance with all applicable laws, and only in the course of administration of, or the provision of services related to, the Software. No other rights are conveyed to any property, intellectual or tangible, associated with the Software. 4. User may not disclose any user names and passwords associated with the Software to any other party. 5. User is responsible for maintaining the confidentiality of all account and password information, and for restricting access to any and all computers that may grant third parties access to the Software. In the event of a breach of security, User will immediately change all potentially affected passwords and to promptly notify Licensor of such breach in writing. 6. User is responsible for any unauthorized access, use, or misuse of data, information, passwords, instructions, and services related to the Software. 7. User may not: (i) modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Software; (ii) copy, or reproduce the Software in any way, in whole or in part; (iii) create any derivative work based on the Software; (iv) re-distribute or sublicense the Software, or any part thereof, to any third party; (v) operate the Software on a service bureau basis, or (vi) allow, assist or permit any third party to do any of the foregoing. 8. The Software contains certain other software licensed to Licensor from third party licensors (“Third Party Licensors”). Third Party Licensors make no warranty to User in connection with the Software. The Third Party Licensors expressly disclaim any express, implied or statutory warranties in connection with the Software, including the implied warranties of merchantability or fitness for a particular purpose. 9. The Third Party Licensors are intended third party beneficiaries of those provisions of these Terms and Conditions relating to the Third Party Licensor’s software that may be incorporated into the Software. 10. The Software is licensed to User, not sold. Except as expressly set forth herein, Licensor and, if applicable, its Third Party Licensors to retain all rights in the Software, and all intellectual property rights therein. 11. Neither Licensor or the Third Party Licensors are not liable for any damages of any kind resulting from User’s use of the Software, including, without limitation, direct, indirect, consequential, incidental, and special damages. 12. Licensor may discontinue and/or modify any of these Terms and Conditions or access to the Software at any time at its sole discretion if it reasonably suspects or becomes aware of any data or privacy breach or intrusion. 13. If User breaches any material provision hereof and fails to cure such breach within thirty (30) calendar days after receiving written notice of such breach from Licensor, Licensor may terminate the User’s license to use the Software at any time upon written notice of termination to User. 14. User agrees and acknowledges that the Software contains confidential and proprietary information of Licensor and its licensors. User agrees not to use the Software except as expressly set forth herein and to maintain reasonable procedures to prohibit the unauthorized disclosure, duplication, misuse or removal of the Software. 15. User agrees not to disclose the Software or any aspect thereof to any third party. Without limiting the foregoing, User agrees to use the same procedures and degree of care to avoid unauthorized disclosure or use of the Software as User uses to protect their own similar information, but in no event using less than a reasonable degree of care. 16. User will promptly notify FWS if: a) User learns of unauthorized use, incompleteness, inaccuracies, errors or discrepancies in plan/program data displayed through the Software; b) availability of the Software is disrupted or discontinued (to receive instructions on back-up services); or c) User desires to cease use of, or access to, the Software. 17. User will inform FWS if any information is to be used for any purpose other than ongoing plan administration. 18. User will ensure that its use of the Software complies with all applicable laws, including but not limited to: applicable import, export, and data privacy laws, and obtaining necessary consents to the transmission of information through the Internet. 19. User will use all data and information related to the Software - which are confidential - only for the purposes for which User has been granted access authority. 20. User will not use or reproduce any disclosed information that User reasonably believes was not intended for such disclosure. 21. The use, transmission, and storage of information including, without limitation, plan or participant account information, is at User’s sole risk and responsibility. 22. User acknowledges that the transmission, receipt, and handling of personal information, including but not limited to, employment records, transaction history, account balances, and holdings will be made by electronic means through the Internet and to all FWS locations. 23. User assumes all risk of the aforementioned transmission, receipt, and handling processes, and further agrees to assume all risk and liability for the same. 24. Neither FWS or any of its affiliates shall have no liability resulting from any breach, interception, alteration, or loss of any data or communications by any other party whatsoever, including User or Client. 25. Neither FWS nor any of its affiliates shall not be responsible for, and make no warranties regarding, the access, speed, or availability of Internet or network services. 26. User agrees to ensure that directions, data, and actions necessary to be taken or provided with respect to a plan are timely and accurately performed and/or delivered to FWS (whether or not through the Software), as FWS does not monitor for accuracy or appropriateness directions or data, or verify continuing (or discontinued) use of systems, including any User failures to respond or take action with respect to error messages, such as those indicating input deficiencies. 27. User agrees to protect FWS against any and all liabilities resulting from a) any failures to abide by these Terms and Conditions; b) User actions that are incorrect, incomplete, unauthorized or otherwise improper or inconsistent with the terms hereof - including User’s introduction of any virus or malware into an FWS system from information/files input by User, as FWS has no duty to inquire as to the authority or propriety of User directions; or c) actions taken by an unauthorized party presenting proper credentials to access the Software unless such credentials were made available to such party through the fault of FWS. 28. User agrees to inform FWS of relevant changes to, or termination of, a User’s relationship with any Client or access to the Software. 29. User will perform a review of all Software Users no less than annually. 30. This agreement together with the relevant agreement between FWS and the Client represents the entire agreement among the User, FWS, and the Client regarding User access to the Software. This agreement shall be construed in accordance with, and any disputes that may arise hereunder shall be governed by, the laws of the Commonwealth of Massachusetts, without reference to its conflict of laws principles. By clicking “I Agree” below, you acknowledge that you have read and agree to all the Terms and Conditions of use recited above.