Vestwell State Savings Platform Terms of Use

By selecting "I Agree to this Agreement" or similar words presented during the account registration process, you agree to comply with these Terms of Use, as may be amended by us from time to time. If you are using our services on behalf of an organization or entity, then you are agreeing to these Terms of Use on behalf of that organization and you represent and warrant that you have the authority to bind the organization to these Terms. We may modify these terms, for example, to reflect changes to the law or changes to the services. You should look at the terms regularly. We'll post modifications to these terms on this page. If you do not comply with these terms, and we don't take action right away, this doesn't mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.

For purposes of these Terms of Use:

• "Confidential Information" means non-public information clearly identified as proprietary or confidential or which by its nature should be reasonably construed to be confidential. Confidential Information may include, but is not limited to, data about any programs, clients, or other End Users of our platform or services; Personal Information (as defined below); our proprietary software existing or under development, other solutions currently existing or under development, financial information, client and prospect lists, marketing or business strategies, proprietary databases and programs, and any information related to any aspect of our platform's security.
• "Personal Information" means any information or data that (a) identifies an individual, including by name, signature, address, telephone number or other unique identifier, (b) can be used to identify or authenticate an individual, including passwords, PINs, biometric data, unique identification numbers (e.g., social security numbers), answers to security questions or other personal identifiers, or (c) an account number or credit card number or debit card number, in combination with any required security code, access code, or password, that would permit access to an individual's financial account.
• "End User" (sometimes referred to as "You" or "you" in these Terms of Use) means all users of the Vestwell Platform and our services, including employers, Program participants, beneficiaries, agents, authorized legal representatives, and trustees.
• "Vestwell" (sometimes referred to as "we," "us," or "our") refers to Vestwell State Savings, LLC and its parent, affiliates, employees, officers, directors, successors, assigns, and representatives.

Section 1: Our Data Privacy, Security, and Confidentiality Procedures

Protecting your Personal and Confidential Information is a top priority. We have implemented a set of security and related procedures that apply to our platform. To protect against the risk of loss of any data, there are certain protocols that all users of our platform must follow and, by using our platform, you agree to comply with those procedures.

1. How We Handle Your Personal Information

We agree to protect Personal Information following industry practices and collect such information consistent with our Privacy Policy, which is available on the platform and our parent company's website www.vestwell.com. We review and revise it periodically. If we receive any order, demand, warrant, or other regulatory request to compel the production of Personal Information or any other information you provide to us in connection with your use of our platform and services, we will notify you unless we are prohibited from doing so by applicable law.

We will dispose of all records containing Personal Information in our possession following the procedures in our Records Retention Policy and consistent with the terms of our agreement with your state program. We are not obligated to discard and may not discard any such records that we are required to maintain pursuant to applicable law or our Records Retention Policy, records that are commingled with other records such that it would impose an unreasonable administrative burden to us to destroy such records, or records that are kept in an encrypted archived system that satisfies our security policies.

In some instances, our services may involve the transmission of proprietary information about you, your organization or your organization's employees' Personal Information, or other non-public information, including without limitation, their first and last names, social security numbers, savings plan account numbers, bank information, contribution rates, and amounts deposited into the respective savings plan account(s). By using our platform, you consent to the transmission of such information by electronic means. You further represent that such consent shall be effective at all times during your use of the services, and that we and our respective contractors, licensors, suppliers and content or service providers may rely on your authorizations and/or instructions. Additionally, our respective privacy policies explain how Personal Information is treated and privacy protected when you use our platform and services. By using the services, you agree that we can use such information in accordance with our respective privacy policies. We may disclose aggregated data which does not include information that is identifiable to an individual employee or employer for purposes of the Program, including related research. We may disclose information that is required to be disclosed under applicable law. Further, we may disclose account information to third parties to the extent disclosure is required by law or to the extent we determine disclosure is necessary or appropriate to administer the Program.

2. Our Information Security Program

Our handling of Personal Information complies with applicable laws and regulations and we have implemented an effective written information security program that includes administrative, technical, and physical safeguards and other security measures necessary to protect the confidentiality of Personal Information, guards against foreseeable threats to the security or integrity of Personal Information, and minimizes the risk of unauthorized access to Personal Information that could result in harm to anyone who may be identified by the Personal Information.

3. Our Incident Response Program

We will notify anyone affected by unauthorized loss or compromise of Personal Information upon confirming that there has been unauthorized access, disclosure, loss, misuse, or damage to Personal Information while it was in our possession. To the extent consistent with our agreement with your state program and applicable laws and regulations, we will promptly notify you about the incident and we will determine whether notice or other relief needs to be provided to any individuals, regulators, consumer reporting agencies, or others; and offer appropriate remediation to affected individuals.

Section 2: You are Always in Control of Your Investments and You Are Responsible for Your Investment Decisions

4. We Do Not Provide Legal, Investment, or Tax Advice

Neither Vestwell State Savings, our parent company, nor any of our affiliates provide any review of your financial situation, tolerance for risk, or the suitability of any investment or investment strategy. You are solely responsible for determining whether a particular investment option or strategy is suitable for you. We may provide tools that assist End Users to self-assess their own tolerance for risk or the potential suitability of an investment or strategy, or otherwise educate them in various ways. We do not determine if the tools we provide will result in suitable investments or strategies for any particular participant. Unless we have expressly agreed to otherwise in our agreement with your state program, we are not an investment or other fiduciary and have no authority, control, or discretion with respect to the investment options that are available to End Users and nothing in these Terms of Use or any materials on our website or platform should be construed to the contrary.

The output of any tools we provide or educational material we present are not recommendations, solicitations, or endorsements of any investment, decision, or strategy. All investments involve risks, including the loss of principal, and End Users are solely responsible for determining whether they can afford the risks of using the output from any of our tools in making any investment or creating or following any investment strategy. While we provide End Users with tools and ways to help them manage their investments, we do not provide investment, tax, or legal advice to any individual. You must select and consult your own investment, tax, or legal advisers. By agreeing to these Terms of Use, you agree that we do not provide such advice and that all decisions about investing and trading in your account are made by you or someone you have authorized.

Section 3: Your Responsibility to Protect Your Account

5. Your Obligation to Protect Your Password

End users of our platform create their own credentials to log into our platform and access their account. By using our platform, you agree to secure and protect your password, make your password sufficiently complex to minimize the risk of unauthorized access to your account, and monitor your account for any suspicious transactions; those are good practices for all online activities. You understand that you are responsible for securing the confidentiality of your username, password, and other methods, processes, procedures or mechanisms of obtaining access to your account that we may, from time to time, make available to you. You should notify us immediately and change your password immediately if the username or password to your account is compromised or lost or if you feel your account has been compromised in any way.

Unless and until you inform us in writing otherwise, we will act on any and all instructions provided to us using your username and password, including instructions to change investment selections and make distributions. We will not be responsible for any direct or indirect losses or damages of any kind arising from the unauthorized use of your username or password before we are notified in writing of a compromise. If you believe your login credentials have been compromised or that someone has obtained access to your account, you must contact us immediately at help@vestwell.com or (917) 979-5358.

6. Your Obligation to Monitor Your Account

By using our platform, you also agree to take reasonable steps to protect the security of your account. Your account statement includes all activity recorded in your account. It is your responsibility to review those statements. If you notice any potentially unauthorized activity in your account, you must notify us promptly at help@vestwell.com with a copy to Legal@vestwell.com or call us at (917) 979-5358. If we do not hear from you to dispute any transaction in your account, we will assume all transactions, transaction requests, account profile changes, and instructions provided to us relating to your account are authorized by you and Vestwell shall have no liability of any kind relating to any losses sustained following any unauthorized activity with respect to your account.

7. Your Option to Enable Multi-Factor Authentication ("MFA")

For added protection of your account, we require End Users of our platform to implement MFA. You will receive additional validations relating to your account. To the extent that your account or Personal Information is compromised due in whole or in part to your failure to secure your log in credentials, email, address or phone number, and in addition to any other failure to comply with these Terms of Use, Vestwell will not be responsible for any losses of any kind. It is your responsibility to instruct us of the email address or cell phone number to which a verification code should be sent and Vestwell will follow your instructions and keep that information updated on your profile.

8. Your Obligation to Protect Our Confidential Information

As a user of our platform, you may receive access to our Confidential Information. By using our platform, you agree not to (i) decompile or reverse engineer the platform or otherwise attempt to obtain the source code for the platform; (ii) copy, use, appropriate, brand, distribute or disseminate the platform or any of the education materials, playbooks, tutorials, or documents provided to you about the platform; (iii) sublicense or allow any other person to use the platform on your behalf, except pursuant to your express authorization; (iv) use our name, trademark, marketing materials, branding, or proprietary logo(s) without our prior written consent; (v) use the platform for any purpose other than as stated in this Agreement; (vi) use the platform in a manner that interferes with the use of platform by other end users; or (vii) access or attempt to access any Personal Information that does not belong to you. We reserve all rights and waive none in the event you violate these terms.

Section 4: Limited Warranty and Limitation of Vestwell's Liability

9. Warranty and Disclaimer

EXCEPT AS PROVIDED EXPRESSLY HEREIN, OUR PLATFORM AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND ARE MADE AVAILABLE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. THE PROGRAM AND ITS CONTRACTORS, LICENSORS, SUPPLIERS AND CONTENT OR SERVICE PROVIDERS, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "PROGRAM ENTITIES") DISCLAIM, TO THE FULLEST EXTENT OF THE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THIS PLATFORM OR THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, ACCURACY AND/OR NON-INFRINGEMENT. THE USE OF THIS PLATFORM AND SERVICES IS AT YOUR OWN RISK. THE PROGRAM ENTITIES DO NOT REPRESENT OR WARRANT THAT THE USE OF THIS WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL THE PROGRAM ENTITIES OR VESTWELL BE LIABLE TO YOU OR ANY OTHER PERSON, EVEN IN THE EVENT OF SUCH PROGRAM ENTITIES' NEGLIGENCE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER ANY THEORY ARISING FROM YOUR USE OF OR INABILITY TO USE THIS PLATFORM OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, BUSINESS GOODWILL, DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, OR ARISING FROM THE CLAIMS OF THIRD PARTIES, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF THE PROGRAM ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROGRAM ENTITIES SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR DAMAGES OR LOSSES CAUSED BY ERRORS MADE BY YOU OR OTHERS WHEN USING THIS WEBSITE OR THE SERVICES. THIS INCLUDES BUT NOT LIMITED TO EMPLOYERS' LIABILITY FOR DAMAGES OR LOSSES INCURRED BY EMPLOYEES AND THIRD PARTIES, CAUSED BY EMPLOYERS' ERRONEOUS USE OF THIS PLATFORM OR THE SERVICES.

11. Indemnity

You will indemnify, defend, and hold harmless the Program Entities and Vestwell from and against any and all losses, liabilities, claims (including third party claims), obligations, costs and expenses (including reasonable attorneys' fees), incurred in connection with or arising out of any breach by you or your authorized users of these Terms of Use or any use of this platform or services by you, your employees, contractors, subcontractors, agents and assignees.

Other Platform Terms of Use

12. Permitted Use of our Platform

You may access and use our platform or services if you are identified as an authorized user by the Program and solely for the tasks you have been authorized to perform by the Program. You must access and use them in accordance with the instructions and documentation provided on our platform and subject to these Terms of Use, the Program rules, and applicable law. You may access only data and content you are granted access to. The services may allow you to upload, submit, store, send or receive certain data or content; when you do so, you give us and our respective contractors, licensors, suppliers and content or service providers, a license to use, host, and store such content. We may suspend or stop providing services to you if you do not comply with the Terms of Use or if we are investigating suspected misconduct.

The data and content that you provide to us must be true, accurate, and free of software viruses and we are entitled to rely on the data you provide to us when we perform our services. We are not responsible for independently reviewing, auditing, or confirming any of the information you provide to us. You are solely responsible for any errors you make with regards to the data and content that you provide. You represent and warrant that the data and content do not violate others' rights or are otherwise injurious to third parties.

13. Links to Other Websites

Our platform may contain links to third party sites and some of the materials displayed on our platform or available through the services are not owned by us. Access to any other website linked through the services is at the user's own risk and we are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites. These links are provided merely as a convenience and are not intended to endorse the companies or contents of any linked sites.

14. Electronic Transactions and Electronic Delivery of Notices, Statements, Investment Education, and Disclosures (collectively, "Program Communications")

We will deliver all Program Communications to the email address provided to us to the fullest extent legally permissible and we will rely on the accuracy of those email addresses and all other contact information provided to us. When you register for an account on our platform, you will need to provide your current email address and to promptly update it in case it changes. By doing so, you agree to receive certain Program Communications by email.

15. Data

By submitting any files or data to us, you are confirming that all of the information you submit is current, complete, and accurate. We are not responsible for and will not be independently reviewing, auditing, or confirming any of the information you provide to us. Any verification we conduct of the identity of an End User of our platform does not change or impose any obligation. Where data protection laws afford you an audit right, you may, not more than once annually, carry out an inspection of our policies, procedures, and records with respect to the processing of customer personal data by having us complete a reasonable data protection questionnaire.

16. Service Interruption

We periodically perform routine website maintenance to optimize the performance of our website and its continued reliability. As a result, you may occasionally see a posted notification that a particular feature or service is temporarily unavailable. We generally try to limit routine maintenance to non-business hours to minimize its potential impact on you. Most routine maintenance is brief, and any service or feature interruptions it may cause are resolved quickly. We occasionally perform more significant website maintenance or upgrades that require longer times to complete. We try when possible to provide advanced notification and details on our website regarding such maintenance and the expected duration and service impacts of any such activities. You agree that we are not liable for any losses caused directly or indirectly by extraordinary events or conditions beyond our control such as government actions, exchange or market rulings, suspensions of trading, or other third party errors, failures or outages.

17. Client Service and Troubleshooting

Our client service team is available to assist you between 8:00am and 6:00pm EST on days on which the New York Stock Exchange is open for business by email at help@vestwell.com or by calling our helpline at (917) 979-5358.

18. You Must Use the Platform and Confidential Information Only for its Intended Purpose

You must use the platform only for its intended purpose, which is to support and administer your state program and access your account. You will not (and will not permit or authorize any third party to): (a) use the platform, APIs, or any tools or other materials except as expressly permitted by us in writing; (b) reverse engineer, decompile, disassemble, modify, merge, or translate the platform, APIs, or create derivative works; (c) transfer, assign, sublicense, sell, or otherwise convey any of your limited rights to use the platform; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property rights notices provided on or with platform; (d) transmit or upload any software, files, records or other materials that contain any virus, worm, time bomb, trojan horse, or other harmful or disruptive component; (e) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the platform, APIs, or Documentation; (f) probe, scan or test the vulnerability of any system or network or breach any security or authentication measures; (g) use the platform, APIs, or documentation for any illegal, inappropriate, and/or unauthorized purpose.