CT CORPORATION SYSTEM

CTPROCOMPLY.COM USER AGREEMENT

1. License

A. Under this agreement between the User and CTProComply, "User" shall mean the person or entity who uses or is authorized by such person or entity to use CTPROCOMPLY.COM, so long as such user agrees to be bound to the terms and conditions hereof.

B. CT hereby grants to User a limited, nonexclusive right and license to use CTPROCOMPLY.COM on any computer controlled by User. CTPROCOMPLY.COM allows the User to (1) to place orders for CTProComply to perform services ("CTProComply Services"), (2) to add and store information into their on-line CTPROCOMPLY.COM account and (3) to access information provided locally or through use of on-line connections ("Information"). User may not use or offer use of CTPROCOMPLY.COM for service bureau, time-sharing, or other similar services. CT reserves all rights not expressly granted to User.

C. User acknowledges that the Information includes valuable and proprietary property of CTProComply or third parties who have contributed to CTPROCOMPLY.COM. The Information is licensed by CTProComply to User for User's personal use in conducting its own internal business affairs, and, if applicable, for providing legal or other professional services to third parties. Consistent with the foregoing limitation, User may copy, print, and use portions of Information. If User wishes to use the Information in a manner not expressly permitted by this Agreement, User may request permission from CTProComply by giving to CTProComply a written description of the intended use and such other information as CTProComply may request. Permission may only be granted in writing by CTProComply.

D. CTProComply shall have no obligation to support prior versions of the Software beyond the date set forth within the new version Release Instructions.

2. Charges and Taxes — User shall be responsible for any charges for CTProComply Services incurred through use of any USER I.D. assigned to User and any password User adopts, unless such charges result from CTProComply's error. In addition, User shall be solely liable for any state or local sales, use or other taxes of a similar nature, if any, that may be due on account of User's use of the Software or for CTProComply Services. All invoices shall be payable in accordance with CTProComply's standard order, billing, and collection policies.

3. Termination — The User may terminate the license granted under this Agreement at any time by sending written notification to CTProComply and by ceasing to use CTPROCOMPLY.COM. CTProComply may terminate the license granted under this Agreement in the event that User fails to cure a material breach of the Agreement within 30 days of written notice thereof. Upon termination of this Agreement, User shall no longer be permitted to use CTPROCOMPLY.COM. Termination for any reason shall not affect CTProComply's entitlement to any undisputed sums due for CTProComply Services performed prior to such termination.

4. Warranties and Indemnities by CTProComply — CTProComply represents and warrants that CTProComply has title or the right to grant User the rights granted hereunder and that providing CTPROCOMPLY.COM does not violate any patents, copyrights or other rights of third parties. CTProComply shall defend, indemnify and hold harmless User from and against any and all claims, actions, causes of action, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising from the breach of such representations and warranties.

5. Indemnity of User — Except as provided in the foregoing section captioned Warranties and Indemnities by CTProComply, User shall defend, indemnify and hold harmless CTProComply from and against any and all third party claims, actions, causes of action, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising from User's use of CTPROCOMPLY.COM. The foregoing indemnity shall not apply in the event of CTProComply's negligence or willful misconduct.

6. Indemnification — In the event of any claim for indemnity under this Agreement, the indemnified party must promptly notify the other ("indemnifying party") in writing of the claim. Thereafter the indemnifying party shall have sole control of the defense and all related settlement negotiations.

7. Title/Copyright — CTPROCOMPLY.COM is the valuable, confidential, copyrighted and trade secret property of CTProComply. CTProComply owns all right, title and interest in and to CTPROCOMPLY.COM, including without limitation, all current and future enhancements, modifications, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, and all copyrights, trade secrets and patents, if any, therein.

8. Assignment — CTPROCOMPLY.COM may not be temporarily or permanently transferred or assigned to anyone without the prior written consent of CTProComply. Any CTProComply-authorized transferee of CTPROCOMPLY.COM must first agree to be bound by the terms and conditions of this Agreement.

9. User's Responsibility

A. User understands and agrees that all decisions, reports, requests for CTProComply Services, or other results prepared by or on behalf of User using CTPROCOMPLY.COM are made solely by User and that use of CTPROCOMPLY.COM does not relieve User of responsibility, including those to any third party, for the content, accuracy, and review thereof.

B. CTPROCOMPLY IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICE. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT.

10. Disclaimer of Warranty and Limitation of Liability

A. EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS AGREEMENT WITH RESPECT TO CTPROCOMPLY.COM, CTPROCOMPLY HEREBY DISCLAIMS ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE MAY NOT APPLY.

B. CTPROCOMPLY IS NOT AN INSURER WITH RESPECT TO USER'S USE OF CTPROCOMPLY.COM AND THEREFORE CTPROCOMPLY SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE CTPROCOMPLY.COM, EVEN IF CTPROCOMPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

C. EXCEPT IN THE CASE OF CTPROCOMPLY'S PROVEN NEGLIGENCE OR WILLFUL MISCONDUCT, IN EITHER OF WHICH EVENTS CTPROCOMPLY'S LIABILITY (IN THE AGGREGATE) SHALL NOT EXCEED $50,000, CTPROCOMPLY'S ENTIRE LIABILITY AND USER'S EXCLUSIVE REMEDY FOR DAMAGES DUE TO PERFORMANCE OR NON-PERFORMANCE OF CTPROCOMPLY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, SHALL BE LIMITED TO EITHER (1) CTPROCOMPLY'S RE-PERFORMANCE OF THE CTPROCOMPLY SERVICE INVOLVED, OR (2) REFUND OF THE CHARGE SPECIFICALLY RELATED TO SUCH CTPROCOMPLY SERVICE.

D. IT IS CUSTOMER'S RESPONSIBILITY TO RETRIEVE ANY AND ALL ELECTRONICALLY DELIVERED PROCESS DOCUMENTS FOR WHICH CTPROCOMPLY SENDS NOTICE. CTPROCOMPLY IS NOT RESPONSIBLE FOR CUSTOMER'S FAILURE TO ACCESS THE ELECTRONIC DOCUMENT OR TO SEND A HARD COPY OF THE DOCUMENT.

11. General

A. Performance of either party shall be excused during a period of delay or interruption due to causes beyond either's reasonable control.

B. This Agreement shall be treated as though it were executed and performed in the County of New York, State of New York. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts or the International Sale of Goods, the application of which is expressly excluded, but such rights and obligations will instead be governed by the laws of the State of New York. The exclusive jurisdictions for any legal proceeding regarding this Agreement shall be the Courts of New York County, State of New York, or the Courts of the User's County, and the parties hereto expressly submit to the jurisdiction of said courts. User and CTProComply specifically consent to extra-territorial service of process. This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York (without regard to conflict of law principles).

C. No action arising under this Agreement may be brought more than two years after the cause of action has accrued.

D. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court of competent jurisdiction, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. Failure of either party to enforce any provision of this Agreement shall not constitute nor be construed as a waiver of such provision nor of the right to enforce such provision.

THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS STATED HEREIN. THE PARTIES FURTHER AGREE THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES HERETO RELATIVE TO THE SUBJECT MATTER OF THIS AGREEMENT.

CT Corporation, ("we," "us," "our," or the "Company") is committed to protecting the privacy of anyone who visits our websites or registers to use our services or to attend our events. This Privacy Notice and Cookies Policy (the "Notice") is designed to tell you about our practices regarding collection, use, storage, and disclosure of information that you may provide via this site or via any of our mobile applications and your consent for those activities. This Notice applies to any of our websites, applications, products, software, or services that links to this Notice ("site" or "website"). Please be sure to carefully read this entire Notice before using or submitting information to this site.

Your Consent

Use of this site constitutes your consent to the terms of this Notice and the application of any applicable laws and regulations. Whenever you submit personal data and information via this site, you consent to the collection, use, and disclosure of that data and information in accordance with this Notice.

Collection of Information

Like many web sites, this site actively collects information from its visitors both by asking you specific questions when you interact with us (such as registering on our websites, signing up to receive information from us, or making a purchase) and by permitting you to communicate directly with us via e-mail. Some of the information that you submit may be personal data or information, that is: information relating to an identified or identifiable natural person. Information collected may include your name, username, mailing address, email address or other information which you provide to us so that we may communicate with you. Some areas of this site may require you to submit information for you to benefit from the specified features (such as e-mail alerts or newsletter subscriptions). In certain sections of the website, we may invite you to contact us to pose questions, request information, or complete a registration form. We may ask for personal data to be entered as a means of registration before accessing a certain part of the website or when you enter promotions or contests offered by us on and through the website. You will be informed at each information collection point what information is required and what for. You can choose not to enter any of your personal data into the website.

As you navigate through the site, certain information can be passively collected (that is, gathered without your actively providing the information) using various technologies and means, such as Internet Protocol addresses, cookies, Internet tags navigational data collection, domain names and other website usage information regarding visitors to and users of our owned websites and web or mobile enabled products. This information allows us to better tailor our content to readers' needs. For more information about cookies and other technologies, please see the section Use of Cookies below.

Our websites will gather information such as what kind of browser you are on, what operating system you are using, your IP address, cookie information, time stamp (time page accessed as well as time spent per web page) and your clickstream information (for example, which pages you have viewed and how long you have been there). Note that information is only gathered while you are on the website. We monitor how you arrive at the website, but cannot and will not gather information about other third-party websites you have visited. We automatically receive and record such information on our server logs from your browser. As discussed below, we use this information to diagnose problems with our server, report aggregate information, determine the fastest route for your computer to use in connecting to our site, and administer and improve the site.

Our services are geared towards professionals and not aimed at children. In compliance with the United States Children's Online Privacy Protection Act (COPPA), we do not seek information from children 13 and under.

Use of Personal Information

We will use and process your personal data lawfully, fairly and in a transparent manner. We will collect and use your personal data solely for the specified and legitimate purposes stated in this Notice. Except as otherwise stated, we may use your information to improve the content of our site, to customize the site to your preferences, to communicate information to you (if you have requested it), for our marketing and research purposes, for the fulfillment of services and related activities, and account management. We use your personal information to:

• Set up your account and verify your identity
• Provide products or services and related activities you requested
• Provide direct and digital marketing communications via email, direct mail and telephone communication or through personalized online experiences
• Provide you with best-practice and thought leadership content that is relevant to your job function and/or company
• Contact you, if you have requested that we contact you or to send you information you requested
• Provide better customer service when you contact us
• Improve the quality, content and overall user experience of this site
• Notify you of new features and updates to the website
• Administer surveys, contests and other promotional events
• Address other business needs such as website administration, security and fraud prevention, legal compliance and business continuity

Sharing of Information with Third Parties

We understand that you do not want us to sell, rent or lease your personal information to third parties without your consent and we only share your personal information with third parties in certain situations. Examples of situations where we may share your personal information with third parties include:

• Sharing personal information with our service providers who provide services on our behalf on the condition that they are permitted to use that information solely in accordance with our instructions to provide requested services
• Sharing personal information with our business partners, but only to the extent you have purchased or expressed an interest in a product or service of such business partner or interacted with or otherwise authorized the sharing of your personal information with such business partner
• Sharing personal information with a third-party service provider to conduct our contests, surveys, or promotions, but only for the limited purpose of administering such contests, surveys or promotions
• Transferring personal information to a purchaser or successor entity in the event of a sale or other corporate transaction involving some or all of our business or as needed to affect the sale or transfer of business assets, or as needed for external audit, compliance or corporate governance related matters
• Disclosing information
  (i) as required by applicable law, court orders, government regulators or legal process (including subpoenas)
  (ii) as necessary to protect the rights or property of CT Corporation or this site
  (iii) in exigent circumstances to protect the personal safety of users of the site or other members of the public

We also share your personal information with our affiliates for the purposes set forth in this Notice.

Use of Cookies

Our websites use "cookies". A cookie is a small text file that is stored on your computer, tablet, or smartphone when you visit a website that helps the site remember information about you and your preferences.

Some cookies are deleted when you close your browser. These are known as session cookies. Others remain on your device until they expire or you delete them from your cache. These are known as persistent cookies and enable us to remember things about you as a returning visitor. Our websites use cookies to distinguish you from other users of our websites. This helps us to provide you with a good experience when you browse our websites and also allows us to improve our websites.

The cookies used by us cannot access, read or modify any other data on your device. Web-browsers offer the option to refuse any cookie. If a user refuses the cookie, we do not gather any information on that user, but doing so will require you to re-enter certain information at each visit, or prevent us from customizing the website's features according to your preferences. Cookies themselves do not contain any personal information. We may link the information we store in cookies to any personally identifiable information you submit while on our websites.

The cookies we use allow us to recognize and count the number of users and to see how users move around the site. This helps us to improve the way our website works, for example, by assisting users find what they are looking for easily. Our cookies also enable us to tailor the content you view according to preferences you set. You can find more information about the type of cookies we use and the purposes for which we use them below:

How we use Cookies on our Websites and what Information we collect.

Session Cookies

We use session cookies for the following purposes:

• To control access to paid for subscription content.
• To allow you to carry information across pages of our website and avoid having to re-enter information.
• To allow you to access stored information for future use, such as registration.
• To compile anonymous, aggregated statistics that allow us to understand how users use our website and to help us improve the structure of our website.

Persistent Cookies

We use persistent cookies for the following purposes:

• To control access to paid for subscription content.
• To help us recognize you as a unique visitor (just a number) when you return to our website and to allow us to tailor content to match your preferred interests.
• To compile anonymous, aggregated statistics that allow us to understand how users use our website and to help us improve the structure of our website.
• To internally identify you by account name, email address, customer ID, and location (geographic and computer ID/IP address).
• To tailor content to your preferences.

Third Party Cookies

Third parties serve cookies via our websites. These are used for the following purposes:

• To serve content on websites and track whether this content is clicked on by users.
• To control how often you are shown particular content.
• To count the number of anonymous users of our websites.
• For website usage analysis.
• To link the information we store in cookies to any personally identifiable information you submit while on our websites.

Links to Other Websites

This site may contain links or references to other web sites. Please be aware that we do not control other web sites and, except as otherwise noted in the applicable website, this Notice does not apply to those websites. We encourage you to read the privacy and cookie policy of every web site you visit. We are not responsible for the security or privacy of any information collected by these third parties.

Share; Social Media Features; Email a Friend Functions; Public Forums

We offer certain "share", "social media" or "email a friend" functionality on some of our websites. If you choose to use these functions, we may and/or the third party social media network may collect certain information about you depending on the function or feature you use. With respect to the email a friend function, we will collect the contact information for your friend in order to send your friend a one-time email with the information you specified or inviting him or her to visit the site. We use this information for the sole purpose of sending this one-time email and we do not retain the information. With respect to the social media features (such as allowing you to post information about your activities or share your information with others on a social media site), the collection and use of information by and your interactions with the third party social media network will be governed by the privacy policy of the company providing those social media features. We are not responsible for the security or privacy of any information collected by these third parties.

Some of our websites may provide forums and other areas where you can communicate with others and publicly post information. All the information (including any of your personal data) you post will not be private and will be accessible by anyone with Internet access, and may be read, collected, and used by others. You should use caution when posting any personal data to these public areas.

Storage in Marketing and Customer Relationship Software Applications

Regardless of your consent to be contacted for direct marketing purposes, your personally identifiable data will be held in our marketing automation software (Marketo or Eloqua) and customer relationship management software (Salesforce) for the purposes outlined above, and to properly track compliance, such as previous consent or opt-ins, as well as your company's relationship history with us.

For more information on how these applications use your personal information

• Marketo
• Eloqua
• Salesforce

Security

We have implemented reasonable technical and organizational measures that are designed to prevent unauthorized access, unlawful processing and unauthorized or accidental loss, destruction or damage to your personal data on its servers.

You should keep in mind that Internet transmissions (including emails) are never 100% secure or error-free. As such, you should take steps to protect yourself, especially online and take special care in deciding what information you send to us via e-mail or other transmissions. Moreover, where you use passwords, ID numbers, or other special access features on this site, it is your responsibility to safeguard them. You should choose a strong password, do not use the same password that you use on other sites and do not share your password with anyone else. Also remember to sign out of our website and close your browser window when you have finished to ensure that others who may have access to your computer cannot access your personal data.

Access and Correction; Your Rights

In some jurisdictions, you are entitled to request access to and correction of your personal information and, to the extent available under applicable law, you are also entitled to request the deletion of personal data and to restrict or object to processing. Any requests for access to or correction or deletion of your personal data, should be directed to the contact person listed under "Contact Information" below. Note that we may ask additional information from you, to confirm your identity, as we take the protection of your personal data seriously. In some cases, if you have an online account with us, you may be able to log into your account at any time to access and update the information you have provided to us.

Furthermore, you have a right of access to the personal data that you have provided in a structured, commonly used and machine-readable format (portability), subject to a fee (except where it is not permissible under applicable law).

We do not currently commit to responding to Web-browser do not track signals or other mechanisms that provide users the ability to exercise choice regarding the collection of personal information about a user's online activities over time and across third-party Web sites or online services ("DNT"). This is due in part, because no common industry standard for DNT has been adopted by industry groups, technology companies or regulators. We will continue to monitor developments around DNT browser technology and reassess our practices with respect to DNT as needed.

You have the ability and the right to limit the information you share with us and the communications we send to you. When you opt-in to receive communications from us, you are giving your consent for your information to be used for us to contact you by email, direct mail and telephone, and to deliver personalized website experiences, to share information about relevant products, services, best practice information, industry news and events. You can amend your communication preferences, or opt-out completely. To amend your communication preferences or opt-out completely, you may click the link labeled "unsubscribe" at the bottom of any email we send to you or contact us via email at the email address under Contact Information below.

International Data Transfers

We store and process your personal data in various countries worldwide including the United States. We may transfer and access such information from around the world, including the United States and other countries in which we have operations or in which our hosted service providers' cloud servers are located. By providing us with your personal data, you consent to this transfer. Your data shall be protected in accordance with this Notice regardless of where it is processed or stored.

The following applies to data transfers outside the European Economic Area (EEA): While using or otherwise processing your personal data for the purposes set out in this Notice, we may transfer your personal data to countries outside of the EEA. Whenever such transfer occurs, it will be based on the Standard Contractual Clauses (according to EU Commission Decision 87/2010/EC or any future replacement) signed by the recipient of such personal data in accordance with applicable law.

Changes to this Privacy Notice

We may revise this Notice. You agree to be bound by any such revisions and should therefore periodically visit this page to determine the current terms to which you are bound. This Notice has been amended for the last time in May of 2018.

Contact Information

If you have any questions, comments or concerns about this Notice, you may contact us

CTProComply ("CT"), a Wolters Kluwer Company, materials are designed to provide accurate and authoritative information with regard to the subject matter covered. Material is made available with the understanding that CT, or any of its subsidiaries, affiliates, or divisions is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought.

Any link to a third party product, service, or page is provided for convenience and CT assumes no liability or responsibility for the contents thereof.

CT USES REASONABLE CARE IN PUBLISHING MATERIALS AND PROVIDING INFORMATION. HOWEVER, CT DOES NOT GUARANTEE THEIR ACCURACY OR COMPLETENESS. MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. CT ASSUMES NO LIABILITY FOR ANY LOSS, DAMAGE OR EXPENSE FROM ERRORS OR OMISSIONS IN THE MATERIALS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. CUSTOMERS OF CT, OR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR DIVISIONS ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL LIABILITY IN CONNECTION WITH MAINTAINING SECURITY OF ANY PASSWORD SELECTED BY THE CUSTOMER FOR USE OF ANY OF THE SELECTED SERVICES AVAILABLE HEREIN.

You are permitted the limited right to print materials for your personal and non-commercial use only. While no fee is required in consideration of this permission, CT requires that the following statement be included in any production of this material:

© 2011, CT Corporation System. All Rights Reserved. Reprinted with permission.

Except as expressly permitted by CT as set forth above, no part of the materials available may be copied, photocopied, reproduced, translated, reduced to any electronic medium or machine-readable form, or re-transmitted, in whole or in part, without the prior written consent of CT. Any other reproduction in any form without the prior written consent of CT is prohibited. Written consent may be obtained from CT through:

CTProComply Marketing Department
111 Eighth Ave, 13th Floor
New York, NY 10011

Each request should include:

• The source of the CTProComply material being requested
• Reason for reprinting (i.e., meeting, class, etc.)
• Number of copies that will be made

Notice of Trademarks

"CTProComply"℠ and "Report and Tax Bulletin" © are service marks of CT Corporation System. All other brand, product or company names are trademarks of their respective owners.