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Colonial Consulting Client Web Portal Terms of Use

I. Acceptance of Client Portal Terms and General Information.
Please read these terms and conditions carefully. They govern your use and access of the Colonial Consulting Client Web Portal and any successor website, subdomain, subsite, or mobile application which links to or references these terms of use (collectively, the 鈥淐lient Portal鈥), which are owned and operated by Colonial Consulting. They are intended to supplement the Colonial Consulting General Website Terms of Use and your existing account agreements with Colonial Consulting, LLC.

By accessing and/or using the Client Portal, you are indicating that you have read, acknowledge and agree to be subject to and bound by these Client Portal Terms of Use (the 鈥淐lient Portal Terms鈥), as well as all applicable laws and regulations. For purposes of these Client Portal Terms, "Colonial Consulting" shall refer to Colonial Consulting, LLC. If you are using the Client Portal on behalf of a legal entity, you represent that you are authorized to enter into and agree to these Client Portal Terms. By such acceptance, you understand and acknowledge that this is a legally binding agreement and the equivalent of a signed, written contract. Colonial Consulting reserves the right to revise, supplement, update or otherwise change these Terms at any time without notice to you. You are responsible for regularly reviewing the Client Portal Terms and your continued use of the Client Portal constitutes agreement to all such changes. Notwithstanding the foregoing, Colonial Consulting will undertake reasonable efforts to provide timely notice of any material changes that may impact your personal or sensitive information. By using this Portal, you will also be consenting to electronic delivery of Communications and content of and by the Client Portal and Colonial Consulting.

Colonial Consulting reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials, descriptions on, or any aspects of, this Client Portal or Client Portal Content and to suspend, discontinue and/or deny access to this Client Portal, including without limitation for scheduled or unscheduled maintenance, upgrades, improvements or corrections.

This Client Portal is comprised of various websites. Certain sections of, or pages on, this Client Portal may contain separate terms and conditions, which are in addition to these Client Portal Terms. You should read those additional terms and conditions carefully. By accessing such sections or pages, you agree to be bound by those additional terms and conditions. In the event of a conflict, those additional terms and conditions will govern your use of those sections or pages.

If you do not agree to any of the Client Portal Terms, do not access the Client Portal. Although these Client Portal Terms will be available for your review via a link on Colonial Consulting鈥檚 Website, it is recommended that you print a copy of these Client Portal Terms for your records.

If you have any questions about these Client Portal Terms, please contact us as described at http://www.colonialconsulting.com/investment-consulting-contacts.

Hyperlinked Table of Contents Provided for your Convenience:
I. Acceptance of Client Portal Terms and General Information.
II. Proprietary Rights and Digital Millennium Copyright Act
Proprietary Rights and Copyright
Trademark
III. Access; Usernames and Passwords.
IV. Privacy & Cookies
V. Permitted Use
VI. Prohibited Use
VII. Revisions
VIII. Communications and Electronic Signatures
IX. Licenses
X. Use of Third Party Service Providers
XI. Termination
XII. Representations; Warranties; Disclaimer
Disclaimer of Warranties, Accuracy, Access
Advisory and Securities Disclosure
XIII. Limitation of Liability
XIV. Indemnification
XV. General Provisions
Governing Law; Jurisdiction; Venue; Severability of Provisions
Assignment.
Entire Agreement.
No Waiver, Amendment, or Modification.
Miscellaneous.
XVI. Definitions


II. Proprietary Rights and Digital Millennium Copyright Act.
Proprietary Rights and Copyright
All right, title and interest in this Client Portal and any content contained herein is the exclusive property of Colonial Consulting, except as otherwise stated. Unless otherwise specified in the Permitted Use section herein, this Client Portal is for your personal and non-commercial use only and you may print, copy and download any information or portion of this Client Portal for your personal use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from this Client Portal, except for the purposes expressly provided herein, without Colonial Consulting's prior written approval. All Client Portal Content is the copyright, trademark, trade dress, or other intellectual property owned, controlled, or licensed by Colonial Consulting, or is the property of their respective owners, and protected by U.S. and international intellectual property laws and conventions, including but not limited to copyright. If you copy or download any information or software from this Client Portal, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.聽

Trademark
The COLONIAL CONSULTING LLC name and logo are registered trademarks of Colonial Consulting. Other Colonial Consulting product or service marks, names or logos referenced in the Client Portal are trademarks and service marks of Colonial Consulting. The absence of a product or service name or logo from this list or the Client Portal does not constitute a waiver of the trademark, service mark or other intellectual property rights of Colonial Consulting concerning that name or logo. All other third-party products, services, and company names mentioned in the Client Portal may be trademarks or service marks of their respective owners. You shall not use any such marks for any purpose including, but not limited to use as metatags on other pages or sites on the World Wide Web, digital media, or online applications without the express prior written permission of Colonial Consulting or such third party, which may own the marks.聽

III. Access; Usernames and Passwords.
In connection with your use of the Client Portal or when you use the Website鈥檚 鈥淐ontacts鈥 form, we may ask you to give us certain identifying information. You agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from Colonial Consulting for any purpose. We agree to treat with care the information you entrust to us, in accordance with the disclosures we give during the registration process and in our privacy policies.

As part of the process to access the Client Portal, you will be asked to select a password. You will be responsible for all activities occurring under your username and for keeping your password secure. You are solely responsible for any and all uses of your username and password. For your protection and the protection of our other customers, Website users, and Client Portal users, we ask you not to share your registration information (including passwords,聽user names, and screen names) with any other person for the purpose of facilitating their access and unauthorized use of the Client Portal and/or Colonial Consulting services. If you do share this information with anyone, Colonial Consulting will consider their activities to have been authorized by you. You alone are responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur on the Client Portal or Website through the use of your Registration information.

You shall immediately notify Colonial Consulting of any unauthorized use of your account or any suspected loss or disclosure of your username or password. Colonial Consulting shall have no liability for any loss that you incur as a result of someone else using your username or password, either with or without your knowledge.

IV. Privacy & Cookies.
Colonial Consulting may process personal data as part of and/or in connection with your access and/or use of this Client Portal. This includes using cookies and similar technology to collect information about your use of our Client Portal and your preferences. For example, Colonial Consulting may offer you the opportunity to personalize your Client Portal. While certain personalization features can provide a more convenient way to access the data and features most relevant to you, be aware that "cookies" and other similar identification techniques may associate you with the computer or electronic device that you are using. If you access the Client Portal from a public location or if you otherwise share a computer or electronic device, some personalization features could reveal non-public personal information about you to others. You alone are responsible for deciding whether a particular personalization feature is appropriate for you and for any consequences that result from your decision. To find out more information about how Colonial Consulting processes personal data, how we use cookies and how to reject cookies, see our [Privacy and Cookie] policies.

By accessing or using this Client Portal you consent to Colonial Consulting processing personal data and using cookies as further detailed in our [Privacy and Cookie] policies. You acknowledge and agree that if you choose to reject our cookies, some or all parts of the Client Portal may not function properly or may not be accessible.

Moreover, Colonial Consulting, its affiliates and agents may review and retain your Communications. We and our Third Party Service Providers may monitor any Communications from you concerning the Client Portal to evaluate the quality of service you receive, your compliance with the Client Portal Terms, the security of the Colonial Consulting services, or for other reasons. You agree that these monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Colonial Consulting or its Third Party Service Providers monitor your Communications and enforce or fail to enforce the policies, notices, rules and guidelines of any Colonial Consulting service and the Colonial Consulting Terms. In no event will Colonial Consulting or its Third Party Service Providers be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of any monitoring activities.

V. Permitted Use.
Pursuant to these Client Portal Terms, you may use, download, copy, print, display, or distribute internally within your organization (if an organization client) the Client Portal Content for your own use in connection with the Consulting Services, provided such use is also consistent with the Separate Investment Consulting Services Agreement.

VI. Prohibited Use.
Any use or attempted use of Colonial Consulting's Client Portal, systems, or service (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) interfere with any other party's use and enjoyment of the Client Portal, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by Colonial Consulting to be made accessible to a user, or (vi) attempt to obtain any materials or information through any means not intentionally made available by Colonial Consulting, or (vii) use any automated process or service (such as a bot, a spider, or metasearching) to access or use the Client Portal or its Content, or (viii) any misuse of passwords, or (ix) any misuse of any other information, or (x) any use other than the business purpose for which it was intended, is strictly prohibited. You agree that you will not engage in any activities related to this Client Portal that are contrary to applicable laws or regulations.

Except as expressly provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, create derivative works from, transmit, or distribute any Client Portal Content in whole or in part without the express prior written permission of Colonial Consulting. Additionally, you will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights. Any unauthorized use of any Client Portal Content or the Client Portal may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Any rights not expressly granted herein are reserved by Colonial Consulting. You may not "mirror" any Client Portal Content without Colonial Consulting's prior express written permission. Running or displaying the Client Portal or any Client Portal Content in frames or through similar means on another website is prohibited. Creating or maintaining any link from another website to the Client Portal is prohibited. You will not use any Website or Client Portal Content for any commercial purpose not expressly approved by Colonial Consulting herein or in a separate writing. You will not upload, post, e-mail or otherwise transmit any advertising or promotional materials, including, without limitation, "junk mail," "surveys," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or unauthorized communication.

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Client Portal. You acknowledge that violations of these Client Portal Terms could subject you to criminal or civil penalties. Colonial Consulting reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing.

VII. Revisions.
Colonial Consulting may revise, supplement, update or otherwise change the Client Portal Terms at any time without notice to you. You now agree, and your continued use of the Client Portal constitutes agreement, to be bound by such future changes. You are responsible for visiting the Website and the Client Portal in order to periodically review the most current terms and conditions. Notwithstanding the foregoing, Colonial Consulting will undertake reasonable efforts to provide timely notice of any material changes that may impact the disclosure of your personal or sensitive information. If you are a client of Colonial Consulting, your client relationship with Colonial Consulting is also governed by your Separate Investment Consulting Services Agreement. If there is any conflict between the Client Portal Terms and your Separate Investment Consulting Services Agreement, your Separate Investment Consulting Services Agreement will govern. Colonial Consulting may also offer other services from time to time that are governed by different or additional terms and conditions. Colonial Consulting services are subject to any disclosures or disclaimers found within or as part of the Consulting Services.

VIII. Communications and Electronic Signatures You agree to accept all communications from Colonial Consulting regarding use of the Client Portal at the addresses you provide during your registration. Please promptly update any changes to your registration information associated with each Client Portal and/or Colonial Consulting service. Colonial Consulting is entitled to rely on the e-mail address and U.S. mail address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail or U.S. mail address. You agree that this consent applies to all of the documents, disclosures and notices applicable to the accounts you access via the Client Portal. You agree to be bound by any affirmation, assent, or agreement you transmit through the Client Portal you access by computer or other electronic device, including internet, telephonic, mobile and wireless devices, including but not limited to any consent you give to receive Communications from us solely through electronic transmission.

You can download or print a copy of any electronic Communication for your records. You also may request a paper copy of any electronic Communication that Colonial Consulting is obligated to provide in writing by law and that is delivered through the Client Portal, by contacting us at http://www.colonialconsulting.com/investment-consulting-contacts or by contacting your primary Consultant. Colonial Consulting will maintain an electronically accessible archive of electronic Communications that it is obligated to provide in writing by law on the Client Portal for seven (7) years after document publication. You can withdraw your consent to electronic delivery by or through the Client Portal by contacting your primary Consultant. Withdrawing your consent will not affect the validity of any electronic Communication or any transaction already completed or in process at that time. If you withdraw your consent to electronic delivery by or through the Client Portal, you may no longer use the Client Portal and Colonial Consulting may immediately terminate your use of the Client Portal.

IX. Licenses.
Colonial Consulting grants you a single, nonexclusive, nontransferable, nonsublicensable, revocable and limited personal license (鈥淵our License鈥) to access and use the Client Portal. You have no ownership rights in the Client Portal or the services provided therein. This license is conditioned on your acceptance and continued compliance with the Client Portal terms.

X. Use of Third Party Service Providers
Colonial Consulting may use third party service providers to assist in providing certain Website, Client Portal, or related services with or without notice to you (each, a "Third Party Service Provider"). Colonial Consulting may also change Third Party Service Providers. You consent and authorize Colonial Consulting to delegate the authorizations you provide to Colonial Consulting to its Third Party Service Provider(s) as Colonial Consulting deems necessary or desirable to provide the applicable Colonial Consulting Website or Client Portal service to you. You agree that these Client Portal Terms, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of the Client Portal Terms, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. You also agree that all references to "Colonial Consulting" within the Client Portal Terms and any incorporated terms are also deemed to include, where applicable, Colonial Consulting鈥檚 agents, such as the Third Party Service Providers.

To protect the privacy and security of your personal information, Third Party Service Providers will only be authorized to use or maintain your personal information only in accordance with Colonial Consulting鈥檚 privacy policy.

XI. Termination.
Colonial Consulting may terminate these Client Portal Terms and your access to and use of the Client Portal, or any portion thereof, immediately, in its sole discretion, at any time without cause. You may also terminate your own use of the Client Portal by not using the Client Portal. In the event you so terminate, Colonial Consulting shall have no further obligation or liability to you under these Client Portal Terms, and you shall be entitled to no compensation or other payment, remedy, recourse or refund.

XII. Representations; Warranties; Disclaimer.
Disclaimer of Warranties, Accuracy, Access
You are granted the limited restricted right to access the client portal solely for receiving the advisory services in connection with your right to receive those advisory services.

Except to the extent expressly provided otherwise by colonial consulting in these Client Portal Terms or to the extent that these disclaimers are held to be legally invalid, the website, the website contents, and services on this website are provided on an "as is", "WHERE IS", and "as available" basis. Colonial consulting hereby disclaims all express and implied representations, warranties, guaranties, and conditions, including but not limited to any implied warranties or conditions of title, non-infringement, merchantability, fitness for a particular purpose, and accuracy. Colonial consulting makes no representations, warranties, guaranties, or conditions as to the quality, suitability, truth, accuracy, or completeness of any of the website or the website content. Use of the website and the website content is at your sole risk.

Colonial Consulting cannot guarantee that the Client Portal Content will be accurate or up-to-date. Client Portal Content and other information contained on the Client Portal has been prepared by Colonial Consulting as a convenience to its users. Colonial Consulting has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, validity, timeliness, completeness, or adequacy of the Client Portal Content or other information contained in or linked to the Client Portal or any other website maintained by Colonial Consulting. The information and materials on this Client Portal may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Colonial Consulting does not undertake any obligation or responsibility to update or amend any such information, except as required to do so under applicable law. Colonial Consulting may discontinue providing information through this Client Portal at any time.

You acknowledge that the internet, online, computer and telecommunications systems are not fault-free and occasional periods of downtime occur. Colonial Consulting cannot guarantee the Client Portal or Client Portal Content will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. Colonial Consulting will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via this Client Portal.

Advisory and Securities Disclosure
None of the information contained in this Client Portal constitutes a recommendation, solicitation or offer by Colonial Consulting or its affiliates to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service.

You acknowledge that those who access the Client Portal from non-United States locations are responsible for compliance with applicable local laws.

XIII. Limitation of Liability.
Neither colonial consulting, nor any of its affiliates, members, managers, officers, directors, agents, or employees, nor any of its suppliers, licensors, providers, or third party vendor (collectively the "excluded parties") shall be liable or have any responsibility of any kind for any loss or indirect, incidental, special, punitive, or consequential damages, whether in contract, tort, or any other cause, arising out of or relating to these Client Portal Terms or resulting from the use of or the inability to use the website or the website content, or from the act or omission of any other party involved in making this client portal, the data contained herein or the products or services offered on this client portal available to you, or from any other cause relating to your access to or inability to access the client portal or client portal content, whether or not the circumstances giving rise to such cause may have been within the control of colonial consulting or of any vendor providing software or services, including but not limited to damages for loss of profits, use, data, or other intangible damages, even if such excluded parties have been advised of the possibility of, or otherwise could have foreseen, such damages. In no event shall either colonial consulting or the excluded parties be liable under these Client Portal Terms in aggregate for an amount greater than $500.

This limitation on liability includes, but is not limited to, the transmission of any viruses or malware which may infect a user's equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. Colonial Consulting cannot and does not guarantee continuous, uninterrupted or secure access to the Client Portal.

XIV. Indemnification.
You shall defend, indemnify, and hold harmless, Colonial Consulting, its suppliers, licensors, providers, officers, directors, agents, and employees from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way related with your access to, or use of, the Website, Website Content, Client Portal, or the Client Portal Content, including but not limited to your negligent, willful, or illegal conduct, or your breach of any provision of these Client Portal Terms. Colonial Consulting reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you or users of your account under this section. You will cooperate as fully as reasonably required in the defense of any such claim.

XV. General Provisions.
Governing Law; Jurisdiction; Venue; Severability of Provisions
These Client Portal Terms shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Client Portal Terms shall be in an appropriate state or federal court located in the County of New York, State of New York, to whose exclusive jurisdiction you hereby irrevocably submit, and the parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have with respect to your use of this Client Portal must be commenced within one (1) year after the claim or cause of action arises. Colonial Consulting's address for notification under these Client Portal Terms is as follows:

Name: Colonial Consulting, LLC
Attn: General Counsel
750 Third Avenue, 20th Floor
New York, NY 10017
USA


If for any reason a court of competent jurisdiction finds any provision of these Client Portal Terms, or a portion thereof, to be unenforceable, that provision shall either be (a) reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances or (ii) of the remaining provisions hereof under all circumstances, or (b) if such reformation is not possible, severed from these Client Portal Terms and the remainder of these Client Portal Terms shall continue in full force and effect.

Assignment.
You may not transfer or assign your rights, licenses, or obligations, under these Client Portal Terms to any third party without the prior written consent of Colonial Consulting. These Client Portal Terms are solely for the benefit of you and Colonial Consulting, and are not for the benefit of any other person, except for permitted successors.

Entire Agreement.
These Client Portal Terms constitute the complete and entire statement of all terms, conditions, and representations of the agreement between you and Colonial Consulting with respect to the subject matter hereof and supersede all prior agreements, writings or understandings, whether oral or in writing, but not including the Separate Investment Consulting Services Agreement which shall remain in effect. Colonial Consulting and you acknowledge and agree that unless expressly included in any other agreement between Colonial Consulting and you, the requirements of the European Union E-Commerce Directive (2000/31/EC) as implemented are excluded to the fullest extent permissible by law. Except as expressly provided to the contrary herein, all remedies set forth in these Client Portal Terms are cumulative and not exclusive of any other remedies of a party at law or in equity, statutory or otherwise. Section titles in these Client Portal Terms are for convenience only and shall not be used to limit, extend, or define any provision of these Client Portal Terms. No Waiver, Amendment, or Modification. No waiver, amendment, or other modification of these Client Portal Terms, will be effective unless it is in writing signed by Colonial Consulting or posted by Colonial Consulting on the Client Portal. No course of conduct shall operate to waive, amend, or modify these Client Portal Terms. Any waiver by Colonial Consulting of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or different right or remedy in subsequent instances.

Miscellaneous. Provisions of these Client Portal Terms that by their nature, or to give effect to their meaning, must survive expiration or termination of these Client Portal Terms include, but are not limited to, the following sections: Section II (Proprietary Rights and DMCA); Section IV (Registration; Usernames and Passwords); Section V (Privacy and Cookies); Section VI (Prohibited Use); Section V (Termination); Section VI (Communications and Electronic Signatures); Section X (Use of Third Party Service Providers); Section XII (Representations; Warranties; Disclaimer); Section XIII (Limitation of Liability), Section XIV (Indemnification); and, Section XV (General Provisions). A printed version of these Client Portal Terms shall be admissible in judicial or administrative proceedings.

XVI. Definitions. "Consulting Services"聽shall mean the investment consulting services provided by Colonial Consulting, and the work product produced by Colonial Consulting as part of the provision of such services, including but not limited to, any information and reports provided to you under the Separate Investment Consulting Services Agreement.聽

鈥淐lient鈥 means any person or entity that has contracted with Colonial Consulting for the provision of Consulting Services.

鈥淐lient Portal鈥 means Colonial Consulting's Client Web Portal that is a subsite to Colonial Consulting鈥檚 public website, accessible to authorized account holders by login, and that has its own terms and conditions intended to supplement Colonial Consulting鈥檚 General Website terms and conditions, found at [_______________].

鈥淐lient Portal Content鈥 means those documents associated with or arising out of services provided under the applicable Separate Investment Consulting Services Agreement made available to Clients by Colonial Consulting via the Client Portal and all other information or other content accessible to or made available to a user via the Client Portal.

鈥淐ommunications鈥 means any communications or material of any kind that is e-mailed, posted or otherwise transmitted by or through the Client Portal, including data, questions, comments, or suggestions.

鈥淐ookie鈥 means a small text file that can be read by a web server in the domain that put the cookie on the visitor鈥檚 hard drive to store preferences and settings, facilitate logins, analyze website operations, and provide targeted information and ads.

"Separate Investment Consulting Services Agreement"聽means Colonial Consulting's separate investment consulting services agreement with you.聽

"Website"聽means Colonial Consulting's public website and any successor website, subdomain, subsite, or mobile application which links to or references these Client Portal Terms and Conditions.

"Website Content"聽means the components of Colonial Consulting's website, including but not limited to, all text, images, graphics, designs, and overall appearance of the Website.