TERMS AND CONDITIONS FOR USING THE SCHWAB 401KTOOLS ONLINE SERVICE The Schwab 401kTools Web site is designed to provide you with information and tools that you may use to monitor and manage your 401(k) investment(s). Some of the information provided on this Web site will be general and educational in nature, while other tools are designed to be interactive and will require certain detailed information about your 401(k) portfolio. Whichever type of information or tools that you choose to access or use will be subject to certain terms and conditions in this agreement (the "Terms and Conditions Agreement: or "Agreement"), and you must agree to accept them before being able to use or access the Web site. By clicking the "I Agree" button below and using the 401kTools Web site, I acknowledge that I have reviewed this Agreement and agree to its terms and conditions, as such terms and conditions may be amended from time to time. My continued use of the 401kTools Web site will constitute acceptance of these terms and conditions, as they may be amended from time to time. 1. USE OF 401KTOOLS. 1.1 This Agreement states the terms and conditions of my use of the Schwab 401kTools Web site. Throughout this Agreement, "I," "me," "my" and "you" refer to the person who has accepted this Agreement. "We," "us," "our" and "Schwab" refer to Charles Schwab & Co., Inc., its subsidiaries, affiliates, officers, directors, agents and employees. 1.2 I understand that by completing this Agreement, I am agreeing to be bound by its terms and conditions as outlined herein. I also understand and agree that the plan administrator or other third party administrator to my 401(k) account ("plan administrator") also has agreed to be bound by the terms and conditions of this Agreement, and my acceptance of this Agreement also indicates my authorization for my plan administrator to share my personal financial information with Schwab as disclosed herein, notwithstanding any other agreement I may have with my plan administrator. 2. NOTICE OF ELECTRONIC ACCESS. 2.1 I understand that by completing this Agreement, I am acknowledging and agreeing that I have received notice of the operations and requirements for using and accessing the Schwab 401kTools Web site ("401kTools"), and for accessing my 401(k) account information from my plan administrator and made available to Schwab over the Internet as authorized by me under this Agreement. Using and accessing 401kTools will involve the electronic delivery of my personal 401(k) account and other financial information from my plan administrator to Schwab. I acknowledge and agree that any data shared by plan administrator with Schwab is provided as is, and that Schwab is not responsible for the accuracy, reliability,completeness or availability of my data, including my personal financial information, provided by plan administrator to Schwab pursuant to this Agreement. I agree that I will be responsible for and can access 401kTools and my personal 401(k) account and other financial information through electronic means, including Internet access, and consent to receive, download and print any document, agreement, disclosure or other communication, including my personal financial information, provided by Schwab, plan administrator or a third party provider of information accessible through 401kTools or plan administrator. I further agree that Schwab will not, at any time, be responsible for any telephone or other equipment that may be necessary to maintain my capability to access 401kTools, my personal 401(k) account and other financial information available on the Internet. 3. PROPRIETARY INFORMATION. 3.1 I agree that 401kTools is the proprietary property of Schwab and/or any third parties from whom Schwab has obtained rights to provide information or access via this Web site, and is protected by copyright and other intellectual property rights. I agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the 401kTools or the information in any manner without the express written consent of Schwab and any other relevant information provider(s), and not to use the site or the information for any unlawful purpose. I agree to comply with any reasonable written requests by Schwab to protect its rights and those of its third party providers in the information. 4. FINANCIAL MARKET INFORMATION. 4.1 Financial market data, quotes, news, research, education material, or information accessible through Schwab or 401kTools(the "Information") has been independently obtained by financial market information service providers, financial publishers, various securities markets, such as stock exchanges, their affiliates and others (collectively, "Information Providers"). The accuracy, completeness, timeliness or correct sequencing of the information is not guaranteed by Schwab, the Information Providers or any parties transmitting the Information ("Information Transmitters'). There may be delays, omissions or inaccuracies in the Information. You agree that neither Schwab, the Information Providers nor the Information Transmitters shall have any liability, contingent or otherwise, for the accuracy, completeness, timeliness or correct sequencing of the Information, or for any decision made or action taken by me in reliance upon the Information or 401kTools, or for interruption of any data, Information or aspect of 401kTools. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE AND NO WARRANTY OF NONINFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION OR ANY ASPECT OF THE 401KTOOLS INFORMATION. 5. NO INVESTMENT ADVICE OR RECOMMENDATION. 5.1 I acknowledge and agree that my requests for and use of 401kTools and the Information are unsolicited and shall not be construed as investment advice from Schwab or its affiliates. I agree that 401kTools and the Information are for my personal use only and that I will not retransmit or republish such material. I further agree that Schwab in no way endorses any recommendations, advice, opinions and judgments contained in Information developed by third party providers and offered through 401kTools and that Schwab merely provides access to such Information as a convenience to me and without consideration of my individual investment considerations. Any investment decisions I make will be based solely on my own evaluation of my financial circumstances and investment objectives. 5.2 I understand that I cannot place any orders to purchase any securities through 401kTools. I acknowledge that I am responsible for determining the nature, potential value and suitability for myself of any particular security, transaction or investment strategy for my 401(k) account, and that Schwab does not give advice or recommendations regarding particular securities, including advice involving suitability of any investment strategies for particular securities. I agree to accept full responsibility for all subsequent investment decisions and to release Schwab from any liability for all such investment decisions. 6. LINKS TO OTHER SITES. 6.1 For my convenience, Schwab may provide links from the 401kTools Web site to other sites on the Internet that provide investment and other information and services. These sites are maintained by independent third parties over which Schwab exercises no control. Schwab does not endorse or sponsor such third parties or their Web sites, and is not affiliated with such third parties. Accordingly, Schwab expressly disclaims any responsibility for the content, the accuracy of the information or the availability and/or quality of products or services provided by or advertised on these third-party Web sites. 7. NO LEGAL OR TAX ADVICE. 7.1 I acknowledge that none of the information offered through 401kTools that is provided by Schwab or its affiliates, or developed by third party providers, is intended to be tax or legal advice. 8. LIMITATION OF LIABILITY. 8.1 IN NO EVENT WILL SCHWAB, THE INFORMATION PROVIDERS OR THE INFORMATION TRANSMITTERS BE LIABLE TO ME OR ANYONE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES AND DAMAGES) THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE 401KTOOLS SITE OR ANY INFORMATION ON THAT SITE, OR FOR THE INACCURACY, UNRELIABILITY, INCOMPLETENESS OR UNAVAILABILITY OF ANY PERSONAL FINANCIAL INFORMATION OR DATA FROM MY PLAN ADMINISTRATOR, EVEN IF SCHWAB, THE INFORMATION PROVIDERS OR THE INFORMATION TRANSMITTERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE. I AGREE THAT THE LIABILITY OF SCHWAB, THE INFORMATION PROVIDERS AND THE INFORMATION TRANSMITTERS ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH 401KTOOLS, THE INFORMATION OR DATA FROM MY PLAN ADMINISTRATOR, WILL NOT EXCEED THE AMOUNT ORIGINALLY PAID FOR 401KTOOLS OR THE INFORMATION. Neither Schwab, the Information Providers nor the Information Transmitters shall be liable for any loss resulting from a cause over which such entity does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to my computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or my telephone or telephone services; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. Schwab is not responsible for any damage to my computer, software, modem, telephone or other property resulting from my use of 401kTools and the Information. 9. INDEMNIFICATION. 9.1 I agree to defend, indemnify and hold Schwab, the Information Providers and the Information Transmitters harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from my violation of this Agreement; state or federal securities laws or regulations; the accuracy, reliability, completeness or availability of information or data transmitted by my plan administrator; or any third party's rights, including, but not limited to, infringement of any copyright or intellectual property rights, violations of any proprietary rights or invasion of any privacy rights. This obligation will survive the termination of this Agreement. 10. DATA TRANSMISSION. 10.1 I acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorized third parties when communicated between me and Schwab, my plan administrator, Information Providers or Information Transmitters, using the Internet, other network communications facilities, telephone or any other electronic means. I agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by Schwab and my plan administrator. Until notified otherwise by Schwab, I agree to use software that supports the Secure Socket Layer ("SSL") protocol or other protocols. I acknowledge that Schwab is not responsible for notifying me of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. 11. CONFIDENTIALITY AND SECURITY RISKS. 11.1 I shall be responsible for the confidentiality and use of my user ID, password, PIN and other security data, methods and devices obtained from my plan administrator. I accept full responsibility for any access to or use of the 401kTools interactive computer service by the use of my user ID, password, PIN numbers, and other security data, methods and devices. I agree to notify my plan administrator immediately if I become aware of any loss, theft or unauthorized use of my plan administrator user ID, password, PIN numbers or other security data. 11.2 I acknowledge that the security of communications and information transmitted over the Internet is beyond the sole control of Schwab. While Schwab will attempt to operate a secure and reliable site for its users, Schwab and its affiliates are not responsible for the security, accuracy or for the consequences of using the information or tools provided on the site. I agree to use the site and the information and tools at my own risk. Schwab will not be liable for any loss resulting from or caused by any failure of electronic or mechanical equipment or communication lines, telephone interconnect problems, interruption of communications or data processing services, unauthorized access, theft, natural disasters or any other events that may cause an interruption of or compromise the accuracy of any information transmitted over its site. 12. PRIVACY. 12.1 I acknowledge that by using the secured section of the 401kTools, Schwab will be gaining access to my personal financial information. Information that I provide and that I authorize my plan administrator to provide by using the 401kTools and other Information provided by Schwab is subject to the use and disclosure conditions outlined in Schwab's privacy policy at http://www.schwab.com/home/privacy. 13. ACCESS. 13.1 I acknowledge that the 401kTools service may be limited or unavailable during periods of peak demand, market volatility, systems upgrades or maintenance or for other reasons. Schwab reserves the right to restrict or decline my access during such periods of peak demand, market volatility, systems upgrades or maintenance or for other reasons. I understand that, subject to market demand, high use of my Internet browser or Internet service provider by others, or the use of Schwab 401kTools service by others, may cause me to experience various delays in receiving and/or processing my information. The speed with which I may use the 401kTools service is dependent upon several factors beyond the control of Schwab and for which I agree Schwab is not responsible. 14. SUSPENSION, TERMINATION AND AMENDMENT. 14.1 Schwab reserves the right to terminate my access to the 401kTools and other Information or any portion of them in its sole discretion, without notice and without limitation, for any reason whatsoever, including but not limited to the unauthorized use of my access number(s), password(s) and/or account numbers(s), breach of this Agreement, discontinuance of Schwab's access to any Information or data from any Information Provider or termination of one or more agreements between Schwab and Information Providers or Information Transmitters. In the event of termination by Schwab, the Information Providers, the Information Transmitters and Schwab shall have no liability. 15. FEES AND CHARGES. 15.1 I understand that while Schwab is currently providing the service of its 401kTools interactive computer service to me free of charge, Schwab reserves the right to impose a charge for this service or any part thereof in the future. I also understand and agree that Schwab is not responsible for any telecommunications charges and any other charges imposed by my Internet access provider. 16. ARBITRATION. 16.1 If there is any dispute about this Agreement that cannot be resolved informally, I agree to resolve the dispute through binding arbitration. The rules of the American Arbitration Association will govern any arbitration. A panel of three arbitrators will conduct the arbitration. 16.2 Arbitration is final and binding. By agreeing to arbitration, I give up the right to resolve disputes in court, including the right to a jury trial, unless a waiver would violate applicable law. I understand and agree that Arbitration differs from court proceedings in several ways, that discovery is generally more limited and follows different rules, that the arbitrators' decision may not include factual findings or legal reasoning, and that my right to appeal or seek to change the decision is strictly limited. Arbitrators are not judges, and the panel will typically include at least one member who was or is in the securities industry. 16.3 I agree that no person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (1) the class certification is denied; (2) the class is decertified; or (3) the person is excluded from the class by the court. 17. GENERAL. 17.1 This Agreement constitutes the entire agreement between me and Schwab pertaining to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements and understanding with respect to such subject matter. This Agreement shall be governed by the law of the State of California, without application of conflict of law principles. 17.2 I acknowledge that by providing me with access to the Information and other tools provided through 401kTools, Schwab, plan administrator, and all third party information providers from whom Schwab has obtained information are relying on my agreement to be bound by the terms and conditions of this Agreement. I agree that, when I click on an "I agree," "I consent" or other similarly worded "button" or entry field with my mouse, keystroke or other computer device, my agreement or consent will be legally binding and enforceable and the legal equivalent of my handwritten signature.

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