EMONEY TERMS OF USE

Last Revised 6/16/2020

The eMoney Terms of Use was updated as of March, 2020.

"Advisor" means a financial advisor, home office, or financial institution, broker-dealer, registered investment advisor, third party administrator, trust company or family office customer who is authorized to use the Service solely for the purpose of providing personal, family or household financial planning services to Consumer.

"Consumer" means a consumer customer of Advisor who is authorized by written agreement with Advisor to use the Service solely for personal, family or household purposes.

"User" means you as the Advisor personnel or Consumer authorized by Advisor to use the Service, each who has authorized user identification codes and passwords to access the Service.

These eMoney Terms of Use (this "Agreement" or "Terms of Use") are made by and between eMoney Advisor, LLC, a Delaware limited liability company ("eMoney"), and User. This Agreement sets forth the general terms and conditions of User's access to and use of eMoney's Wealth Management System (the "Service").

THIS AGREEMENT CONTAINS PROVISIONS THAT REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN USER AND eMoney, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE REVIEW THE ARBITRATION, CLASS WAIVER, JURY TRIAL WAIVER, GOVERNING LAW SECTION FOR FURTHER INFORMATION ABOUT THIS REQUIREMENT. PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT USER UNDERSTANDS EACH PROVISION.

By clicking "I Accept" on the Service and/or Consumer Site (as defined below), User agrees to all of the terms and conditions of this Agreement.

CONSUMER ACKNOWLEDGEMENT
Consumer acknowledges and agrees (1) that this Agreement is between eMoney and Consumer and (2) that Advisor is not a party to this Agreement. Notwithstanding the foregoing, Consumer enters into this Agreement with eMoney and uses the Service subject to the written terms and conditions between Advisor and Consumer of that certain wealth planning agreement between Advisor and Consumer (the "Advisor Agreement"). By accepting this Agreement and using the Service, Consumer represents and warrants to eMoney (1) that he or she has received and agrees with the Advisor Agreement and (2) that the Advisor Agreement is a valid binding agreement between Consumer and Advisor. Consumer acknowledges and agrees (1) that Consumer's sole source of remedies against eMoney regarding the Service are set forth herein and (2) that Consumer's sole source of remedies against Advisor shall be found in the Advisor Agreement and any other applicable agreement(s) between Advisor and Consumer.

USER ACKNOWLEDGEMENT
User acknowledges that, as the Service changes, User may be required to agree to additional terms and conditions as a condition to continued use of the Service. User further acknowledges that eMoney may change the terms and conditions applicable to use of the Service at any time, and if required by law, eMoney will obtain User's agreement to such changed terms and conditions. The Service is at all times subject to this Agreement then in effect; should User refuse to accept the current Agreement, eMoney will immediately terminate User's access to and use of the Service.

Privilege to Access and Use the Service

During the term of and subject to the terms and conditions of this Agreement, Consumer may access and use those aspects of the Service intended for access and use by Consumers (the "Consumer Site"). Consumer shall not (1) access or use any aspect of the Service other than the Consumer Site; (2) access or use the Service for any purposes other than personal use; or (3) access or use the Service in any unlawful manner or in violation of this Agreement. Advisor may provide Consumer access and use of Consumer Site solely for personal, family or household purposes.

User understands, acknowledges and agrees that:

Account Aggregation Service (referred to as "Connections")

The Service currently provides an account aggregation function that allows Consumer to view, in a single location on the Consumer Site, consolidated financial information from accounts that Consumer maintains at various financial institutions as identified by Consumer from time to time ("Outside Accounts").

To use the account aggregation function, User understands and agrees that:

Third Party Data

The Vault

The Service currently provides a service known as the Vault which allows User to store and retrieve electronic files on the Consumer Site. To add a file to the Vault, (a) Consumer may either upload the file to a private Vault folder to which the Consumer may have access, (b) a User may upload the files to a shared folder to which the Advisor has granted Consumer access or (c) a User may provide a copy of the file to the Advisor if that document is to be added to a folder contained in the Vault other than the Consumer's private or shared folders to which the Consumer may have access. The Advisor is responsible for uploading the file to the Vault and organizing Consumer's files in the Vault into separate electronic "folders." User understands and agrees that Consumer will have "view only" access to materials in the Vault that the Advisor has added and that any addition, deletion, modification, or organization of Consumer's such files in the Vault must be processed through the Advisor.

User understands and agrees that:

Arbitration, Class Waiver, Jury Trial Waiver, Governing Law

Arbitration: READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES USER AND eMoney TO ARBITRATE THEIR DISPUTES. Both eMoney and User agree to resolve by binding arbitration any claim, dispute, or controversy (whether based in contract, tort, statute, or any other legal theory) arising out of or in connection with or relating to (1) the products or services made available by eMoney, including Advisor, User's use of these products and services, and the information that User provides eMoney in connection with User's use of these products and services, or (2) this Agreement, including without limitation, the validity, interpretation, enforcement, or application of this Agreement and/or this Section (collectively, "Claims"). Both User and eMoney further agree that the arbitrator shall also have the exclusive authority to determine all additional threshold arbitrability issues, including without limitation issues relating to whether the Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. A party who intends to seek arbitration must first send a written notice of the Claim to the other party by certified mail or Federal Express, or in the event that we do not have a physical address on file for User, by electronic mail ("Notice"). eMoney and User agree to use good faith efforts to resolve the Claim, but if the parties do not resolve the Claim within 30 days of the Notice, then either party may commence arbitration. Our address for notice is:

Attn: General Counsel
eMoney Advisor, LLC
4 Radnor Corporate Center, Suite 300
100 Matsonford Road
Radnor, PA 19087

Arbitration Procedure: Any arbitration between User and eMoney will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting eMoney. Unless User and eMoney otherwise agree, the arbitration will be conducted in the county where User resides. If User is using the Service for commercial purposes, payment of all arbitration fees will be determined in accordance with the AAA Rules. If User is using the Service for non-commercial purposes and User's claim is for less than $10,000, eMoney will reimburse User's filing fee, unless the arbitrator finds that either the substance of User's claim or the relief sought is frivolous or brought for an improper purpose, in which case the payment of all fees will be determined in accordance with the AAA Rules. If User is using the Service for non-commercial purposes and User's claim is for greater than $10,000, the payment of all fees will be determined in accordance with the AAA Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Exceptions: Notwithstanding anything else in this Agreement to the contrary, eMoney and User both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, provided that is the sole form of relief sought, or (iv) to file suit in a court of law to address intellectual property infringement claims. User and eMoney agree that the state courts with jurisdiction over Montgomery County, Pennsylvania shall have exclusive jurisdiction over any claim, dispute or controversy brought pursuant to this section, and both parties irrevocably consent to the jurisdiction of this court.

No Class Actions: USER AND eMoney AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT IN ANY REPRESENTATIVE CAPACITY, INCLUDING A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR ANY OTHER REPRESENTATIVE PROCEEDING WHATSOEVER. Further, unless both User and eMoney agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. Any determination about the validity, interpretation, enforcement, and/or application of this No Class Action section is delegated to the arbitrator.

Jury Trial Waiver: USER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, USER AND eMoney ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY Claims TO THE FULLEST EXTENT PERMITTED BY LAW.

Governing Law: Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. If the FAA and AAA Rules are found to not apply to any issue that arises under this Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the Commonwealth of Pennsylvania, without respect to its conflict of laws principles, the parties acknowledge that this Agreement evidences a transaction involving interstate commerce.

Severability: If any clause or provision set forth in this Arbitration, Class Waiver, Jury Trial Waiver, Governing Law section is determined to be illegal, invalid or unenforceable under present or future law, then the clause or provision so determined to be illegal, invalid or unenforceable shall be severable without affecting the enforceability of all remaining clauses or provisions.

Alliance Partners

In addition to the user roles of Advisor and Consumer, the Service also provides a user role that allows other service providers to Consumer, such as Consumer's banker, accountant or attorney (known as "Alliance Partners"), to access and view all of the information stored by the Service in relation to Consumer. For example, the Alliance Partner role allows Consumer to direct the Advisor to permit Consumer's family lawyer access to Consumer's information in the Service to assist with estate planning and other needs.

Consumer understands and agrees that:

Other Terms and Conditions

Consumer may terminate use of the Service at any time by contacting the Advisor. Once Consumer has terminated use of the Service, Consumer will have no further access to the Service and all files retained in the file storage service will be deleted.

eMoney stores information regarding actions taken by Consumer when Consumer accesses the Consumer Site. This information may be provided to the Advisor and/or Alliance Partners and to other eMoney employees and contractors who provide services or products to the Consumer. Consumer agrees that the Service is non-transferable and any rights to the Service and access to the Consumer Site and the information or contents within the Consumer Site, terminate upon Consumer's death. Upon receipt of a copy of Consumer's death certificate, Consumer's access to the Consumer Site may be terminated and all contents therein permanently deleted.

eMoney may modify or discontinue offering the Service at any time, with or without notice, for any reason or no reason.

The Service may provide links to websites and include embedded videos that are not operated or hosted by eMoney. eMoney provides these links and/or videos for User's convenience and may be removed at any time. eMoney does not investigate the quality, accuracy or completeness of any content on third party websites. User acknowledges and agrees that eMoney is not responsible or liable for any content, advertising, products or other materials on or available from third party websites or embedded videos. User is responsible for familiarizing his or herself with the content of such third party websites and/or embedded videos, including the applicable privacy policies related thereto. For more information on eMoney's privacy policies, please see the eMoney privacy statement.

NONE OF EMONEY, AND ITS AFFILIATES, PARTNERS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES AND SUCCESSORS AND ASSIGNS, ITS THIRD-PARTY DATA PROVIDERS, LICENSORS, AND THEIR PARTNERS, SUPPLIERS AND THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, "THIRD PARTY SUPPLIERS") ARE MAKING ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY THIRD PARTY DATA OR WITH RESPECT TO THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS RECEIPT OR USE OF THE THIRD PARTY DATA. THE USER OR THE USER’S THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS USE OF (OR USE IN ANY PARTICULAR LOCATION AS SET FORTH ABOVE) THIRD PARTY DATA IS AT THE USER'S SOLE RISK. THIRD PARTY DATA IS PROVIDED BY EMONEY, ITS AFFILIATES AND THIRD PARTY SUPPLIERS ON AN "AS IS" AND "AS AVAILABLE" BASIS. EMONEY, ITS AFFILIATES AND THIRD PARTY SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE THIRD PARTY DATA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. EMONEY, ITS AFFILIATES AND THIRD-PARTY SUPPLIERS MAKE NO WARRANTY OR COMMITMENT TO THE USER THAT (I) THE THIRD PARTY DATA WILL MEET THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS REQUIREMENTS, (II) THE TRANSMISSION OR RECEIPT OF THIRD PARTY DATA WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE THIRD PARTY DATA THAT IS OBTAINED BY THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS WILL BE ACCURATE, COMPLETE OR RELIABLE, OR (IV) ANY ERRORS IN THE THIRD PARTY DATA WILL BE CORRECTED. EMONEY, ITS AFFILIATES AND THIRD-PARTY SUPPLIERS SHALL NOT HAVE ANY LIABILITY (INCLUDING, LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, LOSS RESULTING FROM BUSINESS DISRUPTION, LOST PROFITS OR TRADING ERRORS) TO THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, CLIENTS, AGENTS OR VENDORS AS A RESULT OF THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS, CLIENTS OR VENDORS USE, OR INABILITY TO USE, OR ANY ERRORS IN, ANY THIRD PARTY DATA OR ANY OTHER MATTER PERTAINING HEREIN.

THE SERVICE IS FURNISHED "AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY OF ALL OR ANY PART OF THE SERVICE, AND FREEDOM FROM ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS.

EMONEY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

IF THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY IS HELD TO BE UNENFORCEABLE, CONSUMER AGREES THAT EMONEY'S LIABILITY TO CONSUMER, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR ALL CAUSES SHALL NOT EXCEED IN THE AGGREGATE $500.

If any clause or provision set forth in this Agreement is determined to be illegal, invalid or unenforceable under present or future law, then the clause or provision so determined to be illegal, invalid or unenforceable shall be severable without affecting the enforceability of all remaining clauses or provisions.

The headings used in these Terms of Use are for convenience only and such headings are not to be used in determining the meaning or interpretation of these Terms of Use. This Agreement will continue to apply until terminated by either the User or eMoney in accordance with this Agreement and/or the prevailing agreement in place between the Advisor and eMoney. This Agreement may not be modified or amended without the prior written consent of eMoney. eMoney may modify this Agreement from time to time. Any and all changes to this Agreement may be provided to User by electronic means. In addition, the Agreement will always indicate the date it was last revised. User is deemed to accept and agree to be bound by any changes to the Agreement when using the Service after those changes are posted.