Mid Atlantic Transaction Network Services

Mid Atlantic Terms & Conditions

Transaction Network Services System
Terms and Conditions
Mid Atlantic Capital Corporation -Mid Atlantic Trust Company â€“ Mid Atlantic Financial Platforms, Inc.

Transaction Network Services System

Your use of the Transaction Network Services System (â€œTNSâ€) is subject to the following Terms and Conditions and the provisions governing your account(s) with us as set forth in the account agreement(s). Terms not otherwise defined have the meanings given to them in the Rules. Depending to your enabled level of service, TNS allows you to initiate the transfer of funds, receive and review account statements and activity, receive certain investment data and analysis, receive and transmit messages, perform reconciliations, receive tax reporting data, and conduct a variety of related functions via a personal computer. Please read these additional Rules carefully and retain them for your records. We have the right to change the Rules at any time by notice, mailed or eâ€mailed, to you at the last address or eâ€mail address on our records as provided in the Rules, or as otherwise permitted by law. TNS is an electronic service available to you and your authorized users.

Section 1: Access

The accounts to which you may have access through the TNS include accounts for which you act as administrator, trust agent, advisor, general agent, and or sponsor. You represent and warrant that you have the proper authority to access TNS and the data therein, and to conduct the activity for which you are enabled in behalf of each Account for which you and your authorized persons are entitled.

Section 2: Adding, Changing and Removing Accounts

If at any time you wish to change an account, add an account, or remove an account, you must provide us at least three (3) business days advance notification. For additional assistance in closing an account, call Mid Atlantic support at 412â€391â€7077.

Section 3: Your Login ID and Password

You will need a login id and password to access TNS. You authorize us to follow any instructions entered through TNS using your login id and password. Your access to TNS will be blocked in the event that your login id or password is entered incorrectly on three (3) consecutive access attempts. If this occurs, please call Mid Atlantic at 1â€800â€693â€7800. Because your login id and password can be used to access money in any of your linked accounts and to access information about any of your linked accounts, you should treat your login id and password with the same degree of care and secrecy that you use to protect other financial data. You agree not to give your login id or password, to make available, to any other person.

Responsibilities

You accept the responsibility for all authorized and/or unauthorized activity in your accounts made using your login id and password, including input errors and misuse of the service. You must notify Mid Atlantic immediately once you believe that your id had been lost, stolen or used by an unauthorized person. You must also immediately notify Mid Atlantic if there is a discrepancy in your account balance or any other type of suspicious activity related to your use of this service. You hereby relieve Mid Atlantic of any obligation to monitor the manner in which your login id and password is being used. Additionally, you understand that Mid Atlantic is under no obligation to notify you of any unusual activity in your account(s) that may be accessed with your id.

Section 4: Equipment

We are not responsible for any loss, damage or injury resulting from (a) an interruption in your electrical power or telephone service: (b) disconnection of your telephone service by your local telephone company or from deficiencies in your line quality; (c) any defect or malfunction of your PC, modem or telephone service; or (d) The Mid Atlantic Transaction Network Services System. We are not responsible for any products or services relating to your PC, other than those specified herein. We also are not responsible for any damage to your PC, software, modem, telephone or other property resulting from the use of TNS including any damage resulting from a virus.

Section 5: Hours of Operation

TNS is available seven (7) days a week, 24 hours a day, except during maintenance periods or periods during which TNS otherwise is not operable.

Section 6: Termination

You may terminate your use of TNS at any time by: Calling Mid Atlantic at 412â€391â€7077,or by sending us an eâ€mail to us via the internet at requests@macg.com. (To protect your privacy over the internet, we recommend that you do not send sensitive information like your login id and password by eâ€mail). You must notify us at least ten (10) business days prior to the date on which you wish to have your enrollment in TNS terminated. We may require that your request be in writing. We may terminate at any time your access to TNS, in whole or in part, for any reason without prior notice. Your access to TNS will be terminated automatically if all of your accounts are closed, or access to your accounts is restricted for any reason. Termination will not affect your liability or obligations for transfers we have processed on your behalf.

Section 7: Limitation of Liability

Except as otherwise provided herein or by law, we are not responsible for any loss, injury, or damage, whether direct, indirect, special, or consequential, caused by TNS or your use of TNS or arising in any way out of the installation, use, or maintenance of software. You also understand that there may be certain risks involved in using this site including, but not limited to transferring of funds, ACH push or pulls, tax reporting, and the passing of confidential information. You further agree to hold harmless Mid Atlantic Capital Corporation and Mid Atlantic Trust Company, its employees, officers, and representatives for any action that you take in using this site.

Section 8: Confidentiality

You agree that TNS is a proprietary site and is the exclusive property of Mid Atlantic Capital Corporation and Mid Atlantic Trust Company. TNS is intended to be used only by those clients who have entered into a services agreement with Mid Atlantic Trust Company and/or Mid Atlantic Capital Corporation for cashiering services. Any unauthorized distribution or reproduction without the written consent of either Mid Atlantic Trust Company or Mid Atlantic Capital Corporation is strictly prohibited. This site and all of its related documents that accompany the use of the site contains proprietary information and should be treated as such. You further agree to not to share such proprietary information with any unauthorized person(s).

Any violation of the stated provisions as set forth here or in the Terms and Conditions will be subject to remedy by means as deemed appropriate by Mid Atlantic Trust Company and/or Mid Atlantic Capital Corporation including but not limited to legal action.

Section 9: Fee Disclosure

The Department of Laborâ€™s Field Assistance Bulletin 2002â€03 requires that service providers to plan clients, such as banks, broker dealers, and record keepers, provide their clients with adequate information regarding float. In connection therewith, please be advised that:

1 As provided in our contractual agreements with plans and their fiduciaries, when acting as brokerâ€dealer (Mid Atlantic Capital Corporation), or trustee or custodian, (Mid Atlantic Trust Company) we do retain, as part of our reasonable compensation, the float earned on certain plan cash balances. Earnings on float arise from (i) cash balances received due to plan contributions, other transfers, or plan asset sales/redemptions, in plan accounts held while awaiting investment or distribution instructions from an authorized plan fiduciary and good settlement thereof following execution of purchase orders; and (ii) benefit distribution services, whereby we earn float on money set aside for payment of outstanding but unâ€cashed benefit distribution checks or other participant based or custodial transfers.

2 In the case of contributions pending investment direction, funds are made available once they have cleared the issuing bank; this is generally the same day for wires and two days for checks. We execute investment instructions on the same day they are received by us from an authorized plan fiduciary, and adequate cash is available to fund settlement thereof.

3 In the case of float from distributions, the float period commences generally from the date on the face of the checks to participants until the date that either the recipient cashes the check and it clears our accounts through the banking system, or the check is cancelled and the underlying funds are returned to the plan. Checks are generally mailed the same day as they are issued.

4 The float rate of return is based upon and generally approximates current short term bank deposit or money market rates as in effect from time to time. In certain instances we may earn bank credits in lieu of interest, and in such instances we generally earn approximately the current Federal Funds rates but in certain market conditions, we may earn as much as 100 bps more or less than the Federal Funds rates.

Additional information is available to you upon request. If you have any questions about the float, please contact Mid Atlantic Capital Corporation, or Mid Atlantic Trust Company. Also, fiduciaries are referred to DOL FAB 2002â€03 (available at www.dol.gov/ebas/regs) for more information regarding float and fiduciary considerations related thereto.

Section 10: Financial and Market Data

Neither Mid Atlantic Trust Company, Mid Atlantic Capital Corporation, Morningstar, Inc., the National Securities Clearing Corporation, or SunGard Institutional Brokerage Inc., their affiliates or any of their thirdâ€party licensors (collectively, "Data Providers") shall have any liability for the accuracy or completeness of the information or software furnished through this service, or for delays, interruptions or omissions therein nor for any lost profits, indirect, special or consequential damages. Data Providers have exclusive proprietary rights in any information and software received. It is not permitted for anyone to use the information or software provided through this service for any unlawful or unauthorized purpose. You are not authorized or permitted to furnish such information or software to any person or firm for reuse or retransmission without prior written approval of the source of such information or software. Access to this service is subject to termination in the event that any agreement between Mid Atlantic Trust Company or Mid Atlantic Capital Corporation and a provider of information or software distributed through the this service is terminated in accordance with its terms.

For more complete information, including charges and expenses, on any mutual fund please call or write the fund company for a free prospectus. Please read the prospectus carefully before investing. Neither Mid Atlantic Trust Company, Mid Atlantic Capital Corporation, nor Mid Atlantic Financial Management Inc., has undertaken to provide advice with respect to the value of securities or as to the advisability of investing in, purchasing or selling securities, unless such engagement is pursuant to a written advisory agreement.

Â© 2010 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

Section 11: Mid Atlantic Master Cash Account

Unless otherwise agreed to, cash balances are: (i) in the case of clients of Mid Atlantic Trust Company, invested in one or more FDIC eligible master depository accounts with banking institutions selected by Mid Atlantic Trust Company, registered in nominee name for the benefit of customers of Mid Atlantic Trust Company; and (ii) in the case of clients utilizing the brokerâ€dealer services of Mid Atlantic Capital Corporation, who are not customers of Mid Atlantic Trust Company, invested in a brokerage account with Mid Atlantic Capital Corporation, which funds are held by Mid Atlantic Capital Corporation in one or more of its 15(c)â€3 customer reserve accounts for the exclusive benefit of customers.

Section 12: Investment Transactions for the Accounts

With respect to investment transactions for your account(s), you understand and agree that, in following investment directions from you or your authorized users to purchase or sell any investment for your accounts(s), we may aggregate your orders with orders received with respect to other clients and submit a net purchase or sell order to the broker-dealer(s) effecting the transactions.

Any violation of the stated provisions as set forth here or in the Terms and Conditions will be subject to remedy by means as deemed appropriate by Mid Atlantic Trust Company and/ or Mid Atlantic Capital Corporation including but not limited to legal action.

FiduciaCare Terms & Conditions

LAST UPDATED: March 16, 2011

TERMS OF USE

The FiduciaCare Web Site (the "Site") is offered to you ("You" or "Your") conditioned on Your acceptance without modification of the terms, conditions, and notices contained herein, including, without limitation, Your payment of the Fees set forth in the Fee Schedule (as defined below). Your use of the Site and/or the FiduciaCare Service (the "Service") constitutes Your agreement to all such terms, conditions, and notices. Accessing the Site, in any manner, whether automated or otherwise constitutes use of the Site and the Service and Your agreement to be bound by these Terms of Use. By using this Site, You also agree to be bound by the terms of FiduciaCare's Privacy Policy.

THE SERVICE

The Service is designed to assist Retirement Plan Sponsors ("RPSs") of Retirement Plans ("Plans") with fiduciary education and responsibility by providing tools to make administration and compliance easier. The Service is offered only via this FiduciaCare Web Site (the "Site") and is comprised of various Web pages operated by FiduciaCare, LLC ("FiduciaCare").

The Service consists of the following services that are accessible through the Site:

a) Plan and fiduciary education and compliance management products and services for Plans, their officers and directors, the RPS' Retirement Plan Committee ("RPC") members and administrators, Plan service providers (such as attorneys and accountants) and other Plan fiduciaries (all collectively referred to herein as "Users"). The education services include access to learning modules, including the Retirement Plan Committee Course and Assessment.

b) Web-based document repository for retirement plan documents of Your choice (the "Document Vault"). The Document Vault is an electronic storage system where Plan information, data and documents may be deposited. FiduciaCare User roles ("FiduciaCare Roles") will be designated by RPS and each FiduciaCare Role must be assigned a system role (“System Role”) (together, the FiduciaCare Role and System Role referred to herein as “FiduciaCare User Roles”). Access to a particular document in the Document Vault is restricted as designated in FiduciaCare's role-based access matrix for the various FiduciaCare Roles.

c) White papers, checklists, guides, government publications and templates and other resources contributed to the Site by FiduciaCare's Advisory Board members, all contained in a Resources library.

d) A scheduling calendar, with access to related event documents only available for an individual whose FiduciaCare User Role permits such access, for a Plan to post dates of meetings, filing dates and links to related Document Vault content.

e) Listing of, and links to, current news items relevant to retirement plans.

f) Advisory Board additional content consisting of special white papers or other commentaries regarding fiduciary compliance and responsibility. In addition, the Advisory Board will respond to select e-mail queries submitted by subscribers to the Service.

Certain content and services may only be available to Users who pay for a Plan Sponsorship Subscription ("Full Subscription") to the Site. Users who only obtain an Education Only Subscription ("Education Only Subscription") will only be able to access certain learning modules on the Site and such Education Only Subscription users shall not have access to the Document Vault, scheduling calendar, Advisory Board, resources and news features or functions.

USE OF SITE AND SERVICE CONDITIONED UPON CONTINUED ADHERENCE TO TERMS OF USE

Your use of the Site and the Service is conditioned upon Your continued adherence to these Terms of Use, as they may be modified from time to time. FiduciaCare reserves the right to deny access to the Site and/or Service or any features of the Site and/or Service to anyone who violates these Terms of Use or who, in FiduciaCare's sole judgment, interferes with the ability of others to enjoy the Site or infringes the rights of others.

MODIFICATION OF THESE TERMS OF USE

FiduciaCare reserves the right to change the terms, conditions, and notices under which the Site and/or Service is offered, or to impose new conditions on use of the Site and/or Service, including but not limited to the Fees associated with the use of the Site and/or Service, in which case FiduciaCare will post the revised Terms of Use on this Site and update the “Last Updated” date above to reflect the date of the changes. By continuing to use the Site after FiduciaCare posts any such changes, You accept the Terms of Use, as modified.

PAYMENT OF FEES

The Service is available for subscription fees (the "Fees"). The current Fees can be found at the fiduciacare.com Pricing Page which is located at www.fiduciacare.com/pricing.htm (the "Fee Schedule"). By signing up for the Service, You agree to pay the Fees set forth in the Fee schedule. Should You fail to pay such Fees when due, FiduciaCare will terminate your access to the Site and the Service until all such Fees have been paid in full.

SITE ACCESS AND APPOINTMENT OF FIDUCIACARE USER ROLES

Upon initial access to the Site, You will be directed on the Fee Schedule page to subscribe to either a Full Subscription or an Education Only Subscription. Access to all features on the Site and full use of the Service shall only be made available to those individuals who have been appointed to a FiduciaCare User Role upon their RPS acquiring a Full Subscription.

For those electing to purchase a Full Subscription, the RPS, on behalf of the Plan, must designate a person authorized to serve as a FiduciaCare User with a FiduciaCare Role and System Role (Update) rights (hereinafter defined) on its behalf and, in addition, may designate one or more persons authorized to serve as a FiduciaCare User with System Role (View) rights (hereinafter defined).

A System Role (Update) User shall have the full right to do each of the following:

a) Navigate the Plan's pages on the Site;

b) Gather, format and upload documents, information and data ("Information") about the Plan;

c) Assign FiduciaCare Roles. Such assignment will designate an individual's access rights to a particular document in the Plan's Document Vault based on their role;

d) Designate System Role (Update) or System Role (View) to each FiduciaCare User assigned to a FiduciaCare Role, and provide certain information regarding each appointed user and allow and direct FiduciaCare to e-mail usernames and temporary passwords to each such designated user;

e) Gather and upload Information to the Document Vault;

f) Gather and upload dates and links to certain Document Vault documents to the Site's scheduling function;

g) Add, change or suspend any individual to a FiduciaCare Role or System Role.

The RPS is responsible for appointing any new, replacement, or additional FiduciaCare User, FiduciaCare Role, and System Role (Update or View) individuals, and for suspending any individual whom RPS wishes to no longer have a FiduciaCare Role and System Role. FIDUCIACARE SHALL BE ENTITLED TO RELY ON ANY DESIGNATION OF A FIDUCIACARE ROLE, SYSTEM ROLE (UPDATE) RIGHT AND A SYSTEM ROLE (VIEW) RIGHT (IF APPLICABLE) BY RPS.

An RPS must designate either a System Role (Update) or System Role (View) status to each person appointed to a FiduciaCare Role. A System Role (View) designation will have "view only" rights to the Site.

RPS SHALL BE SOLELY LIABLE FOR ALL ACTIONS AND INACTIONS TAKEN OR FAILED TO BE TAKEN BY ANY DULY APPOINTED SYSTEM ROLE (UPDATE) USER AND/OR SYSTEM ROLE (VIEW) USER AND FIDUCIACARE SHALL HAVE NO LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, WITH RESPECT TO SUCH ACTIONS OR INACTIONS.

FiduciaCare may suspend or cancel access to the Service and/or the Site if, in the reasonable opinion of FiduciaCare, You have wrongfully assigned FiduciaCare Role to an individual where the person to whom such FiduciaCare Role has been assigned does not actually perform such a role for You. For example, if RPS designates an RPS employee to a FiduciaCare Role and such RPS employee does not actually provide services to the Plan, FiduciaCare may terminate such access.

LINKS TO THIRD PARTY SITES

The Site may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of FiduciaCare and FiduciaCare is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. FiduciaCare is not responsible for webcasting or any other form of transmission received from any Linked Site. FiduciaCare is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by FiduciaCare of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of Your use of the Site, You warrant to FiduciaCare that You will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's access and/or use of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites.

YOUR LIMITED RIGHT TO USE SITE MATERIALS

This Site and all the materials available on the Site are the property of FiduciaCare and/or FiduciaCare's affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for Your personal administrative and educational use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of FiduciaCare's rights or those of FiduciaCare's affiliates or licensors or that has not been authorized by FiduciaCare. More specifically, unless explicitly authorized in these Terms of Use or by the owner of the materials, You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. Notwithstanding the foregoing, You may, however, from time to time, download and/or print one copy of individual pages of the Site for Your personal, non-commercial use, provided that You keep intact all copyright and other proprietary notices. Such pages may include templates, whitepapers and other documents stored and made generally available to users of the Site, whether initially populated by You, by other users or by FiduciaCare.

USE OF COMMUNICATION SERVICES

The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable You to communicate with the public at large or with a group (collectively, "Communication Services"), You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

FiduciaCare has no obligation to monitor the Communication Services. However, FiduciaCare reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. FiduciaCare reserves the right to terminate Your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

FiduciaCare reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in FiduciaCare's sole discretion.

Always use caution when giving out any personally identifying information about yourself, Your Plan or any Plan participants in any Communication Service. FiduciaCare does not control or endorse the content, messages or information found in any Communication Service and, therefore, FiduciaCare specifically disclaims any liability with regard to the Communication Services and any actions resulting from Your participation in any Communication Service. Managers, hosts and members of the Advisory Board are not authorized FiduciaCare spokespersons, and their views do not necessarily reflect those of FiduciaCare.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if You download the materials.

By accessing and using any such features, You represent and agree: (i) that You have read and agree to abide by FiduciaCare's Community Rules (described below); (ii) that You are the owner of any material You post or submit, or are making Your posting or submission with the express consent of the owner of the material; (iii) that You are making Your posting or submission with the express consent of anyone pictured in any material You post or submit, (iv) that You are 18 years of age or older; (v) that the materials will not violate the rights of, or cause injury to, any person or entity; and (vi) that You will indemnify and hold harmless FiduciaCare, FiduciaCare's affiliates and their respective officers, managers, members, employees and agents, from and against any liability of any nature arising out of or related to any content or materials displayed on or submitted via the Site by You or by others using Your username and password. You also grant FiduciaCare a license to use the materials You post or submit via such features, as described more fully below.

Responsibility for what is posted on discussion forums, blogs, photo-sharing and video-sharing pages, and other areas on the Site through which users can supply information or material, or sent via any e-mail services that are made available via the Site, lies with each user – You alone are responsible for the material You post or send. FiduciaCare does not control the messages, information or files that You or others may transmit, post or otherwise provide on or through the Site.

You understand that FiduciaCare has no obligation to monitor any discussion forums, blogs, file sharing pages, or other areas of the Site through which users can supply information or material. However, FiduciaCare reserves the right at all times, in FiduciaCare's sole discretion, to screen content submitted by users and to edit, move, delete, and/or refuse to accept any content that in FiduciaCare's judgment violates these Terms of Use or is otherwise unacceptable or inappropriate, whether for legal or other reasons.

You acknowledge and agree that FiduciaCare may preserve content and materials submitted by You, and may also disclose such content and materials if required to do so by law or if, in FiduciaCare's business judgment, such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any content or materials submitted by You violate the rights of third parties; or (d) protect the rights, property, or personal safety of the Site, FiduciaCare, FiduciaCare's affiliates, FiduciaCare's officers, managers, members, or employees, other users, and/or the public.

Site Community Rules. This Site may include a variety of features, such as discussion forums, blogs, file sharing pages, e-mail services and social networking features that allow feedback to FiduciaCare and allow users to interact with each other on the Site and post content and materials for display on the Site. The Site also may include other features, such as personalized home pages and e-mail services that allow users to communicate with third parties. By accessing and using any such features, You represent and agree that You will not:

• Restrict or inhibit any other user from using and enjoying the Site;

• Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

• Interfere with or disrupt any servers or networks used to provide the Site or its features, or disobey any requirements, procedures, policies or regulations of the networks FiduciaCare uses to provide the Site;

• Use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person;

• Gain unauthorized access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining or other illicit means;

• Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site;

• Use the Site to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;

• Use the Site to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder;

• Use the Site to post or transmit any information, software or other material that contains a virus or other harmful component;

• Use the Site to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising;

• Use the Site to advertise or solicit to anyone to buy or sell products or services, or to make donations of any kind, without FiduciaCare's express written approval;

• Gather for marketing purposes any e-mail addresses or other personal information that has been posted by other users of the Site;

• Contact anyone who has asked not to be contacted;

• Gather for the purpose of spamming e-mail addresses that have been posted by other users of the Site or otherwise engage in any acts that would constitute a violation of the CAN-SPAM Act of 2003, 15 U.S.C. §7701, et seq., or any state law prohibiting or regulating unsolicited commercial e-mails;

• Engage in personal attacks, harass or threaten, question the motives behind others’ posts or comments, deliberately inflame or disrupt the conversation, or air personal grievances about other users;

• Repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on FiduciaCare's infrastructure;

• Take or cause to be taken any action that disrupts the normal flow of postings and dialogue on the Site (such as submitting an excessive number of messages – i.e. a flooding attack), or that otherwise negatively affects other users’ ability to use the Site and/or Services; or

• Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Site. Exception is made for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with FiduciaCare's Terms of Use.

FiduciaCare reserves the right to deny access to the Site or any features of the Site to anyone who violates these Community Rules or who, in FiduciaCare's sole judgment, interferes with the ability of others to enjoy the Site or who infringes the rights of others.

FiduciaCare's Right to Use Materials You Submit or Post. Unless there already exists a written agreement between You and FiduciaCare (in which case the terms of such agreement will govern the submission of materials), when You upload any material (including any photos or videos) via the Site, other than materials uploaded by a System Role (Update) user in Your Document Vault, You grant to FiduciaCare, and anyone authorized by FiduciaCare, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium (whether now known or hereafter developed), for any purpose that FiduciaCare choose, unless FiduciaCare have entered into a written agreement to the contrary with You regarding submissions of materials. The foregoing grant includes the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark or patent laws that exist in any relevant jurisdiction. Also, in connection with the exercise of these rights, You grant FiduciaCare, and anyone authorized by FiduciaCare, the right to identify You as the author of any of Your postings or submissions by name, e-mail address or screen name, as FiduciaCare deems appropriate. FiduciaCare shall have no obligation of any kind with respect to such content, materials or information and is free to reproduce, use, disclose and distribute any portion of the submissions, including any ideas or information contained in the submissions for any purpose whatsoever. You understand that the technical processing and transmission of the Site, including content submitted by You, may involve transmissions over various networks, and may involve changes to the content to conform and adapt it to technical requirements of connecting networks or devices. Unless otherwise agreed to in a separate written agreement (referred to in the first sentence of this paragraph), You will not receive any compensation of any kind for the use of any materials submitted by You.

Limitations on Linking and Framing. You are free to establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of Your website or service by FiduciaCare, LLC. However, You may not, without FiduciaCare's prior written permission, frame or inline link any of the content of the Site, or incorporate into another website or other service any of FiduciaCare's material, content or intellectual property including, without limitation, any of the Site.

Site Registration Process. To access certain features of the Site and/or the Service, FiduciaCare may ask You to provide certain demographic information including Your Plan, RPS, Financial Advisor, Third Party Administrator, Plan members, individuals to be appointed to FiduciaCare User Roles, addresses, contact information, gender, year of birth, zip code and country. In addition, if You elect to sign-up for a particular feature of the Site, such as discussion forums, blogs, photo-sharing and video-sharing pages or social networking features, You may also be asked to register with FiduciaCare on the form provided and such registration may require You to provide personally identifiable information such as Your name and e-mail address. You agree to provide true, accurate, current and complete information about the Plan and the RPS as prompted by the Site's registration form. If FiduciaCare has reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, FiduciaCare has the right to suspend or terminate Your account and refuse any and all current or future use of the Site (or any portion thereof). FiduciaCare's use of any information You provide to FiduciaCare as part of the registration process is governed by the terms of FiduciaCare's Privacy Policy.

Responsibility for Your User Name and Password. To use certain features of FiduciaCare's Site and the Service, and to appoint individuals to Your FiduciaCare User Roles with either System Role (Update) rights or System Role (View) rights, You will need a user name and password, which You will receive through the Site's registration process. FiduciaCare reserves the right to reject or terminate the use of any user name that FiduciaCare deems offensive or inappropriate. In addition, FiduciaCare also reserves the right to terminate the use of any user name or account, or to deny access to the Site or any features of the Site, to anyone who violates these Terms of Use or who, in FiduciaCare's sole judgment, interferes with the ability of others to enjoy the Site or infringes the rights of others. You are responsible for maintaining the confidentiality of Your password and account, and are responsible for all activities (whether by You or by others) that occur under Your password or account. You agree to notify FiduciaCare immediately of any unauthorized use of Your password or account or any other breach of security, and to ensure that You exit from Your account at the end of each session. FiduciaCare cannot and will not be liable for any loss or damage arising from Your failure to protect Your password or account information.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. FIDUCIACARE AND/OR ITS LICENSORS AND SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

FIDUCIACARE AND/OR ITS LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE OR AS PART OF THE SERVICE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE SITE IS PROVIDED SOLELY FOR YOUR PERSONAL TRAINING, ADMINISTRATIVE AND EDUCATIONAL USE. THE INFORMATION AND MATERIALS INCLUDED ON THE SITE ARE GENERAL IN NATURE; THEY ARE NOT INTENDED TO PROVIDE ADVICE TAILORED TO ANY SPECIFIC CIRCUMSTANCE AND SHOULD NOT BE RELIED UPON AS SUCH. YOU SHOULD ALWAYS CONSULT YOUR OWN LEGAL COUNSEL, CONSULTANTS AND ADVISORS FOR ADVICE AND GUIDANCE CONCERNING ANY SPECIFIC SITUATION. NOTHING IN THE SITE IS INTENDED TO BE, AND YOU AGREE THAT IT WILL NOT BE DEEMED, TO CREATE ANY FIDUCIARY RELATIONSHIP BETWEEN FIDUCIACARE AND YOU OR ANY OTHER PARTY.

FIDUCIACARE AND/OR ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE INFORMATION, PRODUCTS AND SERVICE OFFERED ON OR THROUGH THE SITE AND ANY THIRD-PARTY SITES ARE PROVIDED "AS IS" AND FIDUCIACARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.

FIDUCIACARE IS NOT RESPONSIBLE FOR ANY LOSS, DAMAGE OR CORRUPTION OF ANY MATERIALS POSTED BY YOU IN YOUR DOCUMENT VAULT, IT BEING EXPRESSLY UNDERSTOOD THAT THE DOCUMENT VAULT SERVICE IS PROVIDED AS A CONVENIENCE TO YOU ON AN "AS IS" BASIS. IT IS STRONGLY RECOMMENDED THAT YOU MAINTAIN BACKUP HARD COPIES OR ELECTRONIC COPIES OF ALL MATERIALS THAT YOU POST TO THE DOCUMENT VAULT.

FIDUCIACARE DOES NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, INCLUDING BULLETIN BOARDS, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FIDUCIACARE AND/OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR THESERVICE, THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICE, THE LOSS, DAMAGE OR CORRUPTION OF DATA OR MATERIALS POSTED TO THE DOCUMENT VAULT OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FIDUCIACARE OR ANY OF ITS LICENSORS OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FIDUCIACARE SITE OR SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE FIDUCIACARE SITE AND SERVICE.

You must provide and are solely responsible for all hardware and/or software necessary to access the Site. You assume the entire cost of and responsibility for any damage to, and all necessary maintenance, repair or correction of, that hardware and/or software.

Your interactions with companies, organizations and/or individuals found on or through the Site, including any purchases, transactions, or other dealings, and any terms, conditions, warranties or representations associated with such dealings, are solely between You and such companies, organizations and/or individuals. You agree that FiduciaCare will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You also agree that, if there is a dispute between users of this Site, or between a user and any third party, FiduciaCare is under no obligation to become involved, and You agree to release FiduciaCare and FiduciaCare's affiliates from any claims, demands and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such dispute and/or FiduciaCare's Site.

Indemnification. You agree to indemnify and hold harmless FiduciaCare, FiduciaCare's affiliates, and each of FiduciaCare's and their respective officers, managers, members, employees, agents, representatives and licensors, from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, that arise out of Your use of the Site, violation of these Terms of Use by You or any other person using Your account, or Your violation of any rights of another. FiduciaCare reserves the right to take over the exclusive defense of any claim for which FiduciaCare is entitled to indemnification under this section. In such event, You agree to provide FiduciaCare with such cooperation as is reasonably requested by FiduciaCare.

Suspension and Termination of Access. You agree that, in FiduciaCare's sole discretion, FiduciaCare may suspend or terminate Your password, account (or any part thereof) or use of the Site or Service, or any part of the Site or Service, and remove and discard any materials that You submit to the Site, at any time, for any reason, without notice. You agree that FiduciaCare will not be liable to You or any third party for any suspension or termination of Your password, account (or any part thereof) or use of the Site or Service, or any removal of any materials that You have submitted to the Site. In the event that FiduciaCare suspends or terminates Your access to and/or use of the Site or Service, You will continue to be bound by the Terms of Use that were in effect as of the date of Your suspension or termination. FiduciaCare may update and modify these Terms of Use at any time by posting such updates and/or modifications to this Site and any further use of this Site is subject to such updated and/or modified Terms of Use.

Site Copyright. All copyright rights to this Site, including rights to the training materials, videos and testing materials provided by FiduciaCare, are owned by FiduciaCare or its licensors.

Copyright © 2010-2011, FiduciaCare, LLC. All rights reserved. Except as expressly provided herein, You cannot re-transmit, print or photocopy the materials on this Site for re-distribution in any medium without the written permission of FiduciaCare.

Disclaimers. Throughout the Site, FiduciaCare may provide links and pointers to Internet sites maintained by third parties. FiduciaCare's linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither FiduciaCare nor FiduciaCare's parent or subsidiary companies nor any of FiduciaCare's respective affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on websites linked to by FiduciaCare on the Site.

TRADEMARKS

The names of actual companies and products or services mentioned herein may be the trademarks and/or service marks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

DMCA--Notice of Copyright Infringement. If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please inform FiduciaCare's designated copyright agent by sending written notice by U.S. Mail to: FiduciaCare, LLC, Two Gateway Center, Suite 1600, 603 Stanwix Street, Pittsburgh, PA 15222-1402, or by e-mail to contact@fiduciacare.com. Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material on the Site; (3) your contact information, including your address, telephone number, and, if available, e-mail address; (4) a statement by you indicating that you have a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement. Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters is provided elsewhere in these Terms of Use or on the Site.

Modifications to or Termination of Site. This Site is provided as a service to its visitors. FiduciaCare reserves the right to delete, modify or supplement the content of this Site or the Service, or discontinue, temporarily or permanently, the Site and/or the Service, or any portion thereof, with or without notice. FiduciaCare reserves the right to terminate operation of this Site entirely at any time for any reason without prior notice. You agree that FiduciaCare will not be liable to You or to any third party for any modification, suspension or discontinuance of the Site, the Service or any portion thereof other than a pro-rata refund of any Fees paid but unearned.

Other. These Terms of Use, and the Privacy Policy incorporated herein by this reference, constitutes the entire agreement between FiduciaCare and You with respect to the subject matter contained in these Terms of Use and supersedes all previous and contemporaneous agreements, proposals and communications, whether written or oral. Notwithstanding the foregoing, if You have entered into a Beta License Agreement with FiduciaCare regarding the Site and the Service, you will be bound by the terms of such Beta License Agreement as well as the these Terms of Use. You also may be subject to additional terms and conditions that may apply when You use the products or services of a third party that are provided through the Site. In the event of any conflict between any such third-party terms and conditions and these Terms of Use, these Terms of Use will govern. These Terms of Use will be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Pennsylvania , without regard to its conflicts of law principles. These Terms of Use are personal to You and You may not assign it to anyone. If any provision of these Terms of Use are found to be 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 any remaining provisions. These Terms of Use are not intended to benefit any third party, and do not create any third party beneficiaries. Accordingly, these Terms of Use may only be invoked or enforced by You or FiduciaCare. You agree that regardless of any statute or law to the contrary, any claim or cause of action that You may have arising out of or related to use of the Site or these Terms of Use must be filed by You within one year after such claim or cause of action arose or be forever barred.