ComplianceAlpha Addendum to Standard Terms of Business

The terms of this ComplianceAlpha Addendum to Standard Terms of Business (the “Addendum”) shall apply where ACA provides Client access to ACA’s ComplianceAlpha^® System.

1.         ACA Responsibilities.

ACA shall make the System and Documentation available to Client in accordance with the terms of the Order Form. The System will be available to Client 24 hours a day, 7 days a week, except when ACA is performing maintenance activities, or when due to circumstances beyond ACA’s reasonable control, such as force majeure events including a service provider failure or delay.

2.         Client Responsibilities.

The number of individuals authorized by Client to use the System (“Authorized Users”) shall be consistent with the terms and conditions herein and in the quantity specified in the Order Form. Client is solely responsible for the content of all data and information that is inputted into the System by or on behalf of Client by any third party, including by ACA and its Affiliates (“Client Data”), any postings, data, or transmissions using the System, and any other use of the System by Client or by any Authorized User. Client is solely and exclusively responsible for ensuring that Client complies at all times with all applicable laws, statutes and regulations. To the extent required, Client agrees to provide any notices and obtain any government, third party, or other consents, related to Client’s use of the System, including those related to the collection, use, processing, transfer, or disclosure of personal information.

Client shall (i) maintain the confidentiality of its user names and passwords for accessing and using the System; (ii) implement internal controls designed to ensure that only Authorized Users are able to access and use the System; and (iii) not disclose or make available any user names or passwords other than to Authorized Users. Client is responsible for all activities that occur utilizing Client’s usernames and passwords, and ACA accepts no liability therefor. ACA has no obligation to verify that any individual using Client’s usernames and passwords is an Authorized User.

Client shall not (i) use, copy, or modify the System or the Documentation other than as otherwise expressly set forth in the Order Form; (ii) rent, lease, sublicense, distribute, disclose, or otherwise make the System or Documentation available to any third party; (iii) reverse engineer, decompile, or disassemble the System; (iv) use the System for purposes of operating a service bureau for the benefit of third parties or as part of a commercial public access computer network; (v) remove any copyright, trademark, or other proprietary notice from the System or the Documentation; (vi) intentionally introduce or propagate any unauthorized data, malware, viruses, Trojan horses, spyware, worms or other malicious or harmful code into the System; (vii) interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the System; (viii) attempt to discover, access, read, alter, destroy, or damage any programs, data or other information stored in the System; and (ix) access or use the System through any means other than those authorized by ACA.

Client’s subscription to the System shall not include Securities Exchange Act of 1934 Rule 17a-4 compliant archiving unless specifically set forth in the Order Form.

3.         Suspension.

ACA may suspend the System without liability if: (i) ACA reasonably believes that the System is being used in violation of the Order Form, the Terms, this Addendum, or any applicable law, court order, rule or regulation in any jurisdiction; (ii) ACA reasonably believes that suspension of the System is necessary to protect the technology environment used to operate and deliver the System or to protect other users of the System, or otherwise to protect security and integrity of the System; or (iii) suspension is required by law, statute, regulation, rule or court order. ACA will use best efforts to provide Client with notice of a suspension under this Section.

4.         Client Data and Client Proprietary Information.

As between Client and ACA, Client owns all rights, title, and interest in and to the Client Data. Client grants ACA a non-exclusive, royalty-free license during the term of the Order Form to access, store, copy, display, and process the Client Data to the extent necessary for ACA to perform its obligations under the Order Form, the Terms, and this Addendum. Client acknowledges that ACA shall have no liability to Client or any Person for loss, damage or destruction to any Client Data not caused by ACA.

Client grants ACA a non-exclusive, royalty-free license during the term of its subscription to use Client’s logo and, if applicable, trademark, solely in connection with Client’s use of the System. ACA will not use Client’s logo and/or trademark in any marketing or communications to third parties. Client also grants ACA a non-exclusive, royalty-free, irrevocable license to use, copy, modify, create derivative works of, make, have made, distribute, publicly perform or display, import, export, sell, offer to sell, rent, or license copies of any suggestions, comments, opinions, input, ideas, or other feedback provided by Client (whether in oral, electronic or written form) to ACA in connection with Client’s use of the System, on an anonymous basis, as part of or in connection with any ACA product, service, technology, content, material, specification or documentation.

Notwithstanding anything to the contrary, ACA shall have the right to collect and analyze data and other information relating to the provision, use, and performance of the System (including, without limitation, Client Data and information and data derived therefrom), and ACA will be permitted to use such information and data to (i) improve and enhance the System and for other development, diagnostic, and corrective purposes in connection with the System, and (ii) if Client’s subscription to the System includes the Compliance Management Module, disclose and use such data solely in aggregated and anonymized form, including for commercial purposes, solely with respect to the information and data in the Compliance Management Module.

5.         Warranties and Disclaimer.

ACA warrants that the System will perform substantially in accordance with the Documentation. In the event that Client believes that ACA has breached this warranty, Client shall promptly notify ACA. ACA’s entire liability and Client’s sole and exclusive remedy for any breach of the warranty set forth in this Section is for ACA to correct, repair or replace, at no cost to Client, any defect, malfunction, or nonconformity that prevents the System from performing as so warranted.

ACA shall use commercially reasonable efforts to ensure that the System does not contain any viruses.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, THE TERMS AND THE ORDER FORM, THE SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND ACA EXPLICITLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. ACA DOES NOT GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS, AVAILABILITY OR CONTINUED AVAILABILITY OF THE SYSTEM OR THAT THE SYSTEM WILL BE ERROR-FREE.

6.         Access and Third Parties.

If Client has engaged ACA for regulatory compliance consulting services, Client acknowledges and agrees that, in the course of providing such services, Client’s ACA consulting teams may require and request access to the System. All access decisions are subject to ACA’s access control policies and procedures. Subject to such access decisions, Client agrees that the ACA consulting team is permitted to have such access.

The Employee Compliance and Control Room Modules each contain certain third-party data (the “EC/CR Third-Party Data”) licensed from CUSIP Global Services (“CGS”). If Client’s subscription includes the Employee Compliance Module and/or the Control Room Module, then Client acknowledges and agrees that Client’s use of and access to such EC/CR Third-Party Data is subject to licensor’s required terms and conditions set forth at https://www.acaglobal.com/ec-third-party-data-and-mas-third-party-data-terms-use.

Client acknowledges and agrees that the Employee Compliance Module utilizes the services of a third party service provider (“Service Provider”) to collect and distribute data (“Account Data”) from third party data sources for Client’s Authorized Users and perform transactions in connection with the operation and provision of the Employee Compliance Module, related to the downloading of Authorized Users’ personal trading data from Authorized Users’ online brokerage firms (the “Account Aggregation Service”). If Client’s subscription includes the Employee Compliance Module, then Client agrees to Service Provider’s required Account Data Terms of Use set forth at https://www.acaglobal.com/account-data-terms-use.

The Market-Abuse Surveillance Module contains certain third-party data (the “MAS Third-Party Data”) licensed from Interactive Pricing and Reference Data LLC (“IDC”) and CGS. If Client’s subscription includes the Market-Abuse Surveillance Module, then Client acknowledges and agrees that Client’s use of and access to such MAS Third-Party Data is subject to the licensors’ required terms and conditions set forth at https://www.acaglobal.com/ec-third-party-data-and-mas-third-party-data-terms-use.

The E-Learning Module contains certain third-party course modules (the “E-Learning Traliant Modules”) licensed from Traliant Holdings, LLC. If Client’s subscription includes the E-Learning Traliant Modules, then Client acknowledges and agrees that Client’s use of and access to such E-Learning Traliant Modules is subject to the licensor’s required terms and conditions set forth at https://www.acaglobal.com/e-learning-traliant-modules-terms-use.  

The E-Learning Module contains certain third-party course modules (the “E-Learning OpenSesame Modules”) licensed from OpenSesame Inc. If Client’s subscription includes the E-Learning OpenSesame Modules, then Client acknowledges and agrees that Client’s use of and access to such E-Learning OpenSesame Modules is subject to the licensor’s required terms and conditions set forth at https://www.opensesame.com/legal. 

Client acknowledges and agrees that (i) ACA’s ability to grant Client rights relating to the System may be contingent upon all rights, titles, licenses, permissions and approvals obtained by ACA from third-party suppliers pertaining to the data remaining in full force and effect during the term of any Order Form(s); (ii) in the event any supplier terminates, or modifies the terms or conditions of, ACA’s rights pertaining to the data, Client’s rights to use the affected portions (which may be all) of the System shall automatically be terminated or modified accordingly, which termination or modification shall not constitute a breach by ACA of any of its obligations hereunder; provided, however, that ACA refunds to Client a pro-rated portion of any prepaid fees relating to such loss of Client’s rights; and (iii) this Agreement is subject to any requirements of ACA’s data suppliers under ACA’s agreements with such data suppliers, including such additional financial and contractual requirements as may be imposed by such suppliers from time to time. ACA shall notify Client as soon as practicable after ACA becomes aware of any of the foregoing events or circumstances. In the event a supplier of the data requires Client to enter into an agreement directly with such supplier, Customer agrees to enter into such agreement within a reasonable amount of time following its receipt of notification that it is required to do so; provided, however, that if Client fails to enter into such an agreement, ACA may remove the portion of the data received from such data supplier from the data received by Client pursuant to this Agreement, and if the foregoing is impractical, terminate this Agreement on 30 days written notice to Client (or sooner if so required by the data supplier) and refund to Client a pro-rated portion of any prepaid fees.

7.         Infringement.

If the System becomes, or in ACA’s reasonable opinion is likely to become, the subject of an infringement claim, ACA may, at its sole expense and option: (i) procure the right for Client to continue using the System; (ii) replace the System with a non-infringing equivalent; (iii) modify the System to make it non-infringing but functionally equivalent; or (iv) if neither (i), (ii), nor (iii) is, in Client’s discretion, commercially reasonable, Client may terminate the Order Form and ACA shall refund to Client the pro rata unused portion of any prepaid fees.

8.         Effects of Termination.

Upon termination, Client shall cease all use of the System and Documentation. For thirty (30) days following termination or expiration of the Order Form, upon Client’s written request, ACA will, at Client’s election, provide Client with a copy of its Client Data stored within the System, or reasonably cooperate with Client in transitioning its Client Data stored within the System to a third party designated by Client in writing. Following such thirty (30) day period, ACA will have no obligation hereunder to further maintain the Client Data stored within the System.