BNY Mellon TERMS OF USE

These terms and conditions for use of this Growth Dynamics Web Site (this “Agreement”) is not intended to alter any other agreement between you, your business, or the Authorized Company that designated you as an Authorized User of this Web Site, and Growth Dynamics, a division of Performance & Risk Analytics LLC (“Growth Dynamics”) or any affiliate thereof.

1. RESTRICTIONS.

You agree that you will not, will not attempt to, and will not knowingly permit or authorize any other person to do or attempt to do, any of the following: (a) use the Web Site for any purpose not specifically set forth in this Agreement; (b) use any Web Site to compete with Growth Dynamics in any manner; (c) use the Web Site to develop a service or web site having any functional attributes, visual expressions or other features similar to those of the Web Site; (d) sell, market, license, sublicense, distribute or otherwise grant to any third party any right to use the Web Site, whether on your behalf or otherwise; (e) use the Web Site to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any third party, whether on a fee basis or otherwise; or (f) create or recreate the Web Site or re-engineer, reverse engineer, decompile or disassemble any parts of the Web Site. You agree not to use the Web Site to: (i) violate any local, state, or federal law or regulation or the law or regulation of any foreign government; (ii) directly or indirectly, knowingly or intentionally disrupt or interfere with the functioning of the Growth Dynamics Platform in any manner that may have a materially adverse effect on Growth Dynamics or any user; or (iii) transmit any material that contains software viruses or any other code, files or programs designed or known to disable, interrupt or limit the functionality of any computer hardware, computer software or telecommunications equipment or facilities.

2. PERMITTED PURPOSE.

As an Authorized User, you may use the Web Site to access the Growth Dynamics Platform only for use in connection with the business of the Authorized Company and subject to the terms and conditions of its agreement with Growth Dynamics. If you access the Growth Dynamics Platform, Growth Dynamics may post notices containing additional rules, disclaimers, terms and conditions governing your use of the Growth Dynamics Platform which may be updated by Growth Dynamics from time to time (the “Growth Dynamics Rules”); your use of the Growth Dynamics Platform must comply with the Growth Dynamics Rules. You acknowledge and agree that you will not use the Web Site for any purpose other than accessing and using the Growth Dynamics Platform, in connection with the business of the Authorized Company, in accordance with the terms of the agreement between Growth Dynamics and the Authorized Company that designated you as an Authorized User, and in accordance with any Growth Dynamics Rules. You agree that you have no interest in or to the Web Site but only a limited right (subject to your compliance with this Agreement) to access it as set forth above, revocable in accordance with the terms of this Agreement. The Web Site, and all right, title and interest in and to the Web Site is and shall remain the property of Growth Dynamics and its suppliers.

3. CHANGES, SUSPENSION, TERMINATION.

Growth Dynamics may alter, augment, suspend or terminate your use of the Web Site or this Agreement, or both, in whole or in part, at any time, and from time to time, in its sole discretion. The provision of any access to the Web Site to you does not imply that Growth Dynamics has any obligation to provide you access to the Growth Dynamics Platform or any particular components thereof. Any access to the Growth Dynamics Platform or any components thereof is subject to change, suspension or termination at any time without notice. You agree that any of the foregoing actions of Growth Dynamics may be exercised at Growth Dynamics’ discretion without any liability or other obligation of to you or any to third party. This Agreement shall terminate automatically if the agreement between Growth Dynamics and the Authorized Company who designated you as an Authorized User terminates. You agree that you shall cease accessing the Web Site upon termination of this Agreement.

4. CONFIDENTIALITY OF IDS AND PASSWORDS

You agree that, as between you and Growth Dynamics, you will be responsible for maintaining your password and user ID (or other security methods or devices that give you access to or use of the Web Site) as confidential, and for any activity that occurs via the use thereof. You agree to immediately notify your Authorized Company that designated you as an Authorized User if: (i) your password or user ID is lost or stolen, or (ii) you become aware of any unauthorized use of your password or user ID or of any other breach of security that might affect them. You agree that, as between you and Growth Dynamics, you are responsible for any loss or damage arising from any activity that occurs via the use of your password and/or user ID and any failure by you to comply with the provisions of this section.

5. DISCLAIMER OF WARRANTIES

THE ACCESS AND USE OF THE WEB SITE AND THE GROWTH DYNAMICS PLATFORM IS SOLELY AT YOUR OWN RISK, AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH, OR INABILITY TO USE, THE WEB SITE OR THE GROWTH DYNAMICS PLATFORM IS TO CEASE THE USE THEREOF. GROWTH DYNAMICS AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WEB SITE AND THE GROWTH DYNAMICS PLATFORM, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL GROWTH DYNAMICS, ITS SUPPLIERS OR ANY OTHER PARTY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT AND ANY USE OF THE WEB SITE OR THE GROWTH DYNAMICS PLATFORM, INCLUDING WITHOUT LIMITATION: (A) LOSS OF PROFITS OR GOODWILL; TRADING LOSSES; THE COST OF PROCUREMENT OF ANY SUBSTITUTE SERVICES; OR ANY OTHER LOSSES; (EVEN IF GROWTH DYNAMICS AND THE DISSEMINATING PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); AND (B) DAMAGES RESULTING FROM: (I) THE USE, OR INABILITY TO USE, THE WEB SITE OR THE GROWTH DYNAMICS PLATFORM; (II) ANY DATA, INFORMATION OR SERVICES YOU OBTAINED, OR WHICH YOU WERE UNABLE TO OBTAIN, (III) TRANSACTIONS YOU EFFECTED OR FAILED TO EFFECT; (IV) PROCURING, COMPILING, EDITING, WRITING, REPORTING OR DELIVERING ANY DATA THROUGH THE WEB SITE OR THE GROWTH DYNAMICS PLATFORM; (V) GROWTH DYNAMICS’ REVIEW OR FAILURE TO REVIEW ANY DATA PROVIDED THROUGH THE USE OF WEB SITE OR THE GROWTH DYNAMICS PLATFORM; (V) ANY LINK PROVIDED IN CONNECTION WITH THE WEB SITE OR THE GROWTH DYNAMICS PLATFORM; OR (VI) ANY MATTER OTHERWISE RELATED TO YOUR USE OF THE WEB SITE OR THE GROWTH DYNAMICS PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISK ASSOCIATED WITH THE USE OF THE WEB SITE OR THE GROWTH DYNAMICS PLATFORM.

7. INDEMNITY

You agree to indemnify and hold Growth Dynamics, including without limitation its affiliates, and their respective officers, directors, employees and agents, harmless from and against any third-party claim, action or demand (“Claim”) and all liabilities and settlements related thereto, including, without limitation, reasonable legal and accounting fees (including defense costs), resulting from or arising out of or in relation to your use of the Web Site or the Growth Dynamics Platform in a manner that violates this Agreement. Growth Dynamics shall provide notice to you promptly of such claim, and you shall reasonably cooperate with Growth Dynamics, at your expense, in the defense of any such claim.

8. CONFIDENTIALITY

The content of this Agreement, and all nonpublic documentation, operational information, and technical information related to the Web Site and the Growth Dynamics Platform are “Confidential Information”. The Confidential Information, and all right, title and interest in and to the Confidential Information is and shall remain the property of Growth Dynamics and its suppliers. You agree that you will not disclose any Confidential Information to any third party, or use any Confidential Information for any purpose other than to use the Web Site in accordance with this Agreement.

9. JURISDICTION

You agree that this Agreement and the relationship between you and Growth Dynamics will be governed by the laws of the State of New York, without respect to its conflicts of law provisions. You agree that the sole and exclusive jurisdiction for all actions and proceedings relating directly or indirectly to this Agreement shall be the Federal and State courts located in the City, County and State of New York. You acknowledge and agree that such courts are convenient forums and irrevocably submit to the personal jurisdiction of such courts. YOU AND GROWTH DYNAMICS WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10. NOTICE

Growth Dynamics may provide notice to you by e-mail or regular mail. Growth Dynamics may also provide notice of changes to the terms and conditions of this Agreement at any time, and from time to time, by displaying notices to you through the Growth Dynamics Platform.

11. STORAGE, SYSTEM INFORMATION

You agree that Growth Dynamics shall have no liability for the deletion or failure to store any information, content or data transmitted using the Web Site or the Growth Dynamics Platform. You agree that Growth Dynamics may gather system information about your computer and/or other device that accesses the Web Site or the Growth Dynamics Platform, which may include data regarding memory usage, screen resolution, color palette, connection speed, efficiency, user logs, and the like.

12. INJUNCTIVE RELIEF

In addition to all other remedies available at law or in equity, Growth Dynamics shall be entitled to injunctive relief to enforce the terms of this Agreement, and you agree not to raise as a defense in any such action that Growth Dynamics would be adequately compensated by monetary damages.

13. MISCELLANEOUS

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. The failure of Growth Dynamics to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or condition. This Agreement may not be transferred, assigned or disclosed by you to any other party. This Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of Growth Dynamics. The section titles of this Agreement are merely for convenience and will not have any effect on the substantive meaning of this Agreement. The terms of articles 1, 2, 3, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive the expiration or termination of this Agreement.

14. EXPORT

You agree to comply with any and all applicable United States laws, regulations, or orders, including those that may relate to the export of technical data, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended. You agree that you will not disclose or re-export any information, software or items to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless you have obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters. ********************************************************************