IW Financial User Agreement

The following describes the terms under which IdealsWork, Inc. ("we", "us", "IWF" or "IW Financial") offer you ("you" or "user") access to the web-based software applications and other content (each referred to in this agreement as an "Application") to which this agreement is linked on our website.

This is a legal agreement, please read it carefully. By entering and using the application and/or content, you agree that you have read and understand this agreement and IWF's Privacy Policy and will be bound by their terms and conditions. If you do not agree to these terms and conditions, you will not be permitted to access and use the Application.

License and Terms of Use

Only the following types of users are authorized to use the Application.

1. Persons using the Application pursuant to an authorized free trial period

2. Individual subscribers who have paid the subscription fee for the Application

3. Institutionally authorized individual users whose institution has paid a subscription fee

You are granted a limited, nonexclusive, nontransferable license to use the Application solely for the purpose of viewing, downloading and printing (except as otherwise expressly indicated on our website) the IWF and third party content displayed by the Application, subject to the following conditions:

the content may not be modified or altered in any way;
the content may not be sold, rented, leased, licensed or otherwise distributed or transferred to others, except that you may share data, reports and ratings generated in response to client-specific criteria you enter into the Application with such clients and you may use such data, reports and ratings in advising such clients and managing their investment portfolios; and
you may not remove any copyright or other proprietary notices contained in the content.

You will not allow any other person to use the Application without paying the applicable subscription fee, and institutions that have paid a subscription fee for a specified number of users will not permit more than that number to use the Application. Any user or institution that does so will pay IWF upon demand the applicable subscription fees for all unauthorized users.

If you are required by order of any court or other governmental agency to disclose the content displayed by the Application, you shall notify IWF of the requirement prior to disclosure and as soon as possible, but in no event later than two business days after learning of such requirement, to provide IWF a reasonable opportunity to protect the content from disclosure by protective order or other means. You will cooperate with IWF's reasonable efforts to avoid, protect or minimize such disclosure.

We reserve the right to terminate access privileges and accounts of any person or organization that in our opinion violates this agreement, uses any content provided by IWF or its third-party content providers to support criminal activity or in connection with activities of any organization or individual engaged in or supporting so-called "hate" speech or actions.

If your right to use the Application is terminated, you may thereafter not access the Application or use any ratings or other data provided by the Application, and you will destroy any such data in your possession and confirm in writing to IWF that you have done so.

Please report suspected violations to: IW Financial?80 Exchange Street, Suite 22 Portland, ME 04101 Telephone: (207) 773-2333 Fax: (207) 773-8333

Scope of Relationship

The relationship established between you and IWF shall be that of licensee and licensor. You are not authorized to act as an agent, broker or legal representative of or for IWF. Neither party shall have any right whatsoever to incur any liabilities or obligations on behalf of the other party.

Portions of this website may be restricted and require authorization for access. Unauthorized use of or access to these areas is prohibited.

If you are authorized to have access to any restricted area, you are responsible for maintaining the security/confidentiality of your password and you will not allow your password to be used by anyone else to gain access. If you know or suspect that your password has been compromised, change your password immediately and contact IWF Customer Support at supportiwfinancial.com.

Fees

The Application is made available only on an annual subscription fee basis. At the end of your subscription term, unless you renew and pay the required subscription fee for renewal, your access to the Application will be terminated. Unless you are a free trial user, you hereby represent and warrant that you have either paid the required subscription fee or are accessing the Application with authority from an organization that has paid the required fee.

No Endorsement

The ratings provided through use of the Application are personalized according to the criteria selected by individual users and as such represent only an individual user's personalized rating of companies designated by that individual. IWF does not endorse specific companies and does not intend any ratings to be endorsements of such companies.

Intellectual Property

The Application and the IWF and third-party content that are made available to users by the Application are protected under United States copyright, trademark and patent laws as well as international laws and treaties. All right, title and interest in and to the Application and such content (including all intellectual property rights associated with or embodied in the Application and the content) are owned exclusively by IWF or its licensors or content providers.

You shall not alter, modify, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code or structure of the Application, except to the extent expressly permitted by applicable law. Any derivative works you may create based in whole or in part upon the content made available to you by use of the Application may be used only for your personal use.

You do not acquire any ownership rights in content by downloading it or otherwise, but only a limited, nonexclusive, nontransferable license to use such content as expressly described above.

IWF reserves the right to revoke any user's authorization to use the Application and to access content at any time, and any such use shall be discontinued immediately upon notice from IWF.

IW Financial Research

Research data made available to a user by use of the Application, depending upon the user's contract and selections, may include content researched by IW Financial. IWF's provision of information is not intended as, and does not constitute, the rendering of investment, legal, financial or other professional advice, and IWF shall not be deemed in any way to be acting as an investment advisor as defined in the Investment Advisers Act of 1940 or any subsequent law, rule or regulation pertaining to investment advisors.

Investing in stocks involves a variety of risks including the possible loss of the entire amount invested. Selecting investments solely on the basis of this report may not be prudent for all investment styles. This report does not use fundamental or technical economic data to apply its ranking. This report only includes ratings based on environmental, social, and governance practices and no other financial data or recommendation is provided.

Although the information and data provided to clients by IWF are obtained or compiled from sources believed to be reliable, that information and data is provided AS IS. IWF cannot and does not guarantee the accuracy, validity, timeliness, or completeness of any information, data, or opinions made available to clients for any particular purpose. In addition, IWF expressly disclaims any duty to update the information provided to clients and all warranties of every nature, including but not limited to any implied warranty of fitness for a particular purpose. While IWF seeks to provide accurate and timely information, there may be inadvertent technical or factual inaccuracies and typographical errors for which IWF cannot be held liable.

Third-Party Content

Third-party content made available to a user by use of the Application, depending upon the user's contract and selections, may include content from one or more of the following third-party content providers and shall be subject to the corresponding terms, conditions, restrictions and/or disclaimers:

Corporate Governance content supplied by Glass Lewis. In creating personalized ratings, IWF has relied on and interpreted data provided by Glass Lewis. While data is based on sources believed to be reliable, Glass Lewis provides no express or implied warranties of any kind with respect to the data.
Content supplied by Ethical Investment Research Services (EIRIS): EIRIS shall provide the data with due skill, care and diligence and shall use its reasonable endeavors to ensure the accuracy of the information provided. EIRIS shall not be liable to the User for any loss or damage or loss of profits suffered by the User as a result of any use made by the User of information provided by EIRIS. EIRIS will undertake reasonable checks of data that it acquires from other data providers, but will not be responsible for its accuracy. The information provided by EIRIS may only be used or disclosed as expressly authorized in this agreement. No other usage or publication is permitted without the written permission of EIRIS.

The User may provide ratings and narrative commentary generated from the EIRIS International Workstation to employees within the User's organization.
The User may show ratings and narrative commentary generated from the EIRIS International Workstation of a company to that company if this is necessary for engagement purposes.
The User may without requiring the prior consent of EIRIS provide ratings and narrative commentary generated from the EIRIS International Workstation in hard copy or electronic format to those institutional and private clients on whose behalf the User manages funds on the basis of discretionary portfolio management (but not to investors in unitized or pooled funds) to help those institutional and private clients make ethical decisions, or to demonstrate the client's adherence to the institutional or private clients' adherence to a particular policy, provided that:
1. The information is provided as an integral part of the service provided by the User to the institutional or private client without additional charge; and
2. Any data provided on companies relates solely to companies in which the User has invested or is considering investing on behalf of the institutional or private client concerned.
3. Any information provided derived from the EIRIS International Workstation shall include a clear statement that the report is supplied for the institutional or private client's own use for investment purposes and may not be used for any other purpose or further publication; and
4. The User shall use its reasonable endeavors to enforce the above restriction (including but not limited to ceasing to supply EIRIS data and reports to any institutional or private client who fails to abide by the restriction) and shall notify EIRIS immediately of any infringement of the above which comes to the notice of the User.
5. The User may without requiring the prior consent of EIRIS include an Insubstantial Amount of Information from EIRIS International Workstation, either by summarizing or using extracts, in materials prepared by the User for those institutional and private clients on whose behalf the User manages funds on the basis of discretionary portfolio management provided that:
  1. The report is provided as an integral part of the service provided by the User to the institutional or private client without additional charge, solely for their own use and not for wider publication; and
  2. The contribution of EIRIS and its Research Partners is acknowledged in these materials in the following terms: "This report is based in part on information from EIRIS International Workstation, research software for analyzing the social, environmental and governance performance of companies."
  3. The User will if requested to do so by EIRIS or IW Financial provide copies of the materials containing information sourced from the EIRIS International Workstation that the User supplies to its institutional and private clients, provided that the User shall be at liberty to modify any such report in order to protect the confidentiality of the User's institutional and private clients.

Trademarks and Service Marks

IdealsWork Financial, IW Financial, IWF Advisor, IWF Workstation, IdealsWorkFinancial.com, and IWFinancial.com are service marks of IWF. Fair use of IWF's service marks in advertising and promotion requires proper acknowledgement.

Idea Submissions

Ideas and materials submitted to IWF are subject to the following terms and conditions:

Unless agreed to in writing by IWF prior to disclosure by user, any idea or related materials will not be subject to confidentiality obligations on the part of IWF or entitle user to any compensation.
User hereby grants IWF a worldwide, royalty free, nonexclusive license to implement any idea and to use any materials submitted to it, without restriction of any kind.

Indemnification

You agree, upon demand, to defend, indemnify and hold IWF, its affiliates, officers and employees harmless from all claims, demands, liabilities, damages, costs and expenses of any kind which result from your use of the Application or the content made available to you by use of the Application.

Disclaimers and Limitation of Liability

While we make what we believe to be every reasonable effort to ensure the integrity of the content made available to you by use of the Application, neither IWF, its affiliates, third party content providers or licensors, nor any of their respective employees and agents, promises or guarantees that the content is free of errors or omissions, correct, complete or up to date. The Application is provided on an "as is" and "as available" basis without express or implied warranties of any kind.

Without limiting the generality of the previous paragraph, your use of the Application and of any content made available to you by use of the Application is at your sole risk. You therefore agree that IWF, its licensors, content providers and affiliates and our and their respective directors, officers, employees and agents shall have no liability for damages of any kind arising out of your use of the Application or the content, including but not limited to the following:

Direct, indirect, special, incidental, punitive or consequential damages (including lost profits and opportunities) arising out of the use of or inability to use the Application
Any failure of performance, errors, omissions, inaccuracies, defects, untimeliness, unauthenticity, interruptions, deletions, defects, delays, computer viruses, theft, destruction, and unauthorized access to, alteration of, or use of records
Defamatory, offensive or illegal conduct of third parties
Losses relating to any companies or services referred to at any time in the content

IWF's provision of information is not intended as, and does not constitute, the rendering of investment, legal, financial or other professional advice, and IWF shall not be deemed in any way to be acting as an investment advisor as defined in the Investment Advisor's Act of 1940 or any subsequent law, rule or regulation pertaining to investment advisors. IWF suggests that all users seek advice from professionals before making final decisions regarding investment, financial, legal or tax issues.

If, notwithstanding the foregoing exclusion of damages, IWF should be found to be liable for damages, IWF's maximum total liability to any person or institution for any reason shall be limited to direct damages and shall not exceed the amount of the fees, if any, paid by such person or institution for access to the Application during the twelve-month period preceding the making of the claim for damages.

Dispute Resolution

In the event of any dispute between you and IWF arising from or relating to your use of the Application, you agree to submit such dispute to binding arbitration pursuant to the rules of the American Arbitration Association and that the venue of such arbitration shall be in Portland, Maine, except that no dispute relating to the intellectual property rights of IWF or its licensors or content providers shall be determined by arbitration.