ROCKEFELLER MOBILE APP TERMS OF USE

These Terms of Use (this “Agreement”) state the terms and conditions that govern your access to and use of the Rockefeller Capital Management App (the “Rockefeller App” or the “App”).  When you download and/or access the App, you acknowledge your agreement and acceptance of this Agreement, the Rockefeller Privacy Policy (available at: https://www.rockco.com/PrivacyPolicy), and that your existing account agreements with Rockefeller Capital Management are supplemented by this Agreement.  As used herein, “Rockefeller” means Rockefeller Capital Management L.P. and its affiliates.

PLEASE READ THIS AGREEMENT CAREFULLY.  BY CLICKING “I AGREE” OR ACCESSING OR IN ANY WAY USING THE APP, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THESE TERMS.

1. Changes. Rockefeller may change or modify this Agreement from time-to-time and the amended Agreement will automatically be effective when posted. When you first access or use the Rockefeller App after such changes have been made, you will be informed of the changed Agreement.  Your continued use of the Rockefeller App thereafter shall constitute your consent to such changes.
2. Requirements to Use the App. To access the Rockefeller App and communications made through the App, you must have a mobile device that can connect to the internet, an internet connection, the current version of the Rockefeller App, and a compatible operating system.  Access fees from your internet service provider may apply. Your access to the App may be governed by agreements required by third-party providers in connection with your use of your device, telephone, wireless, and other services.   If you are using a wearable device, certain information from the App may be transmitted through and displayed on the device.  If you do not wish for this display to occur, please adjust your device settings.
3. License to Use the App. Subject to your compliance with all terms and conditions of this Agreement, Rockefeller grants to you a non-transferable, non-exclusive, worldwide, non-sublicensable license, to access and use the App solely for your personal or internal business use.  Such license is in addition to your other agreements with Rockefeller Capital Management.  You may not, and will not allow or cause any third party to: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify any portion of the App, or use the App to develop similar functionality; (b) copy any portion of the App, except as expressly permitted by this Agreement; (c) sublicense, distribute, export or resell any portion of the App or otherwise transfer any rights; (d) remove any proprietary or intellectual property rights notices or labels on the App; (e) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the App, or any server, computer, or database connected to the App; or (f) otherwise exercise any other right to the App not expressly granted in this Agreement. Rockefeller, or its licensors, own all right, title and interest in and to the App. No license or other right in or to the App is granted to you except for the rights specifically set forth in this Agreement.
4. Limitations on Use of the App. You acknowledge that there are security, reliability, data corruption, transmission error, accessibility, availability, and related risks associated with use of mobile technology to access your accounts and to receive and transmit confidential information.  Delivery through the Internet is not secure, and communications through the App are not encrypted.  You assume all such risks and agree that Rockefeller is not responsible for any unauthorized access, systems delays, outages, data loss, data corruption, inability to use the App, or other problems that arise when you try to use the App.  Rockefeller makes no representation that you will be able to access your account through the App.  The information contained in the App is designed solely for your individual use and is for informational purposes only. Your official statements and confirmations contain the most accurate information on your account holdings. Values shown on your official statement may differ from the values shown in this App due to, different reporting methods, delays, market conditions and interruptions. If there are discrepancies between your official statements and this App, rely on your official account statements. App information is subject to change and we are not obligated to notify you of these changes.  Information may be condensed and is not intended as an offer or solicitation with respect to the purchase or sale of any security. Do not take any action based on information you see in or through the App without first confirming its accuracy and completeness.
5. Security. As a condition to your use of the App, you agree that you will not, and you will not take any action intended to: (i) access data that is not intended for you; (ii) invade the privacy of, obtain the identity of, or obtain any personal information about any other user of the App; (iii) probe, scan or test the vulnerability of the App or Rockefeller’s network or breach security or authentication measures; (iv) attempt to interfere with service to any user, host, or network or otherwise attempt to disrupt Rockefeller’s business; or (v) send unsolicited mail, including promotions and/or advertising of products and services.  Unauthorized use of the App, including but not limited to unauthorized entry into Rockefeller’s systems, misuse of passwords, or misuse of any information provided through the App, is strictly prohibited.
6. Biometric Data and Account Authorization. You have or may have the option to use biometric identification functions of your personal device in connection with your account and use of the App, including providing account authorizations by means of such functions.  If you choose to use such biometric identification functions, you represent and warrant and you are the only person who has access to such personal device and can provide such authorizations.  You further agree that your authorization of any transaction using such functions is as valid as if you signed the authorization document in writing.  In addition, you agree that Rockefeller may rely on the authority of anyone accessing your account using the App you have installed on your personal device and/or using the biometric identification functions of your personal device. In no event and under no circumstances shall Rockefeller be held liable to you for, and you shall indemnify and hold harmless Rockefeller from and against, any liabilities or damages resulting from or arising out of (i) any action or inaction of Rockefeller under this provision, (ii) any compromise of the confidentiality of your account, password or other information and (iii) any unauthorized access to your account or use of your password.
7. Proprietary Rights. You acknowledge and agree that the App contains content (including information, data, software, photographs, graphics, text, images, logos, icons, typefaces, audio and video material, and other material) (“Content”) that is protected by copyrights, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now or later developed. You further acknowledge and agree that title to (a) the App, the Content and each component, copy and modification thereof and thereto, including but not limited to all derivative works, improvements or upgrades (collectively, “Derivative Works”) whether made by Rockefeller, you or on Rockefeller’s or on your behalf, including those made at your suggestion, and (b) all content and/or information provided to you through the App, and all associated intellectual property rights in each case, are and shall remain the sole and exclusive property of Rockefeller, its affiliates and/or its licensors. You agree to assign, and hereby irrevocably and unconditionally assign to Rockefeller, in perpetuity and without further consideration, all right, title and interest in and to all Derivative Works created by or on behalf of you, and all intellectual property rights therein or relative thereto. To the extent such intellectual property rights cannot (as a matter of law) be assigned by you to Rockefeller, you hereby unconditionally and irrevocably grant to Rockefeller a perpetual, non-terminable, exclusive (without reservation), royalty-free, fully-paid, right and license, with the right to sublicense through multiple tiers of sublicensees, under any and all such rights: (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit and otherwise use the Derivative Works in any medium or format, whether now known or hereafter discovered; (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating or derived from the Derivative Work(s); and (iii) to exercise any and all other present or future rights in the same. You also confirm that any relevant moral rights in the Derivative Works have been waived, or if such rights are unwaivable, you agree to not enforce such rights, and for the avoidance of doubt this waiver and agreement shall extend to Rockefeller’s licensees and successor(s) in title. At Rockefeller’s request and expense, you shall execute and deliver such instruments and take such other action as may be reasonably requested by Rockefeller to perfect or protect Rockefeller’s rights in the Derivative Works.  You may from time to time provide suggestions, comments and feedback to Rockefeller concerning the App, including, without limitation, identifying potential errors and improvements (collectively “Feedback”).  Feedback which is provided by you to Rockefeller in connection with this Agreement may be freely used by Rockefeller to improve or enhance its products and services, including but not limited to the App, and, accordingly, you hereby assign to Rockefeller all right, title and interest in and to such Feedback without restriction.  You acknowledge and agree that there may be no adequate remedy at law for your breach of the terms of this section, that such a breach may irreparably harm Rockefeller, its affiliates and/or licensors, and that Rockefeller is entitled to equitable relief (including, without limitation, injunctions, and without the posting of a bond) with respect to any such breach or potential breach in addition to any other remedies.
8. Covered Transfers. Your account may permit transfers to other accounts.  In general, your use of the Product for electronic funds transfers other than those for which the primary purpose is the purchase or sale of securities (“Covered Transfers”) is covered under the Electronic Fund Transfer Act and the Consumer Financial Protection Bureau’s Regulation E and related laws and regulations. The following terms and disclosures apply to Covered Transfers. You can print this information by using your Internet browser’s “print screen” function.
   • Unauthorized Transfers. You will notify Rockefeller promptly if you believe your password has been lost or stolen or may have been used without your permission. Telephoning Rockefeller is the best way of keeping your possible losses down. If you believe your password has been lost or stolen, and you tell Rockefeller within two (2) business days after you learn of the loss or theft, you can lose not more than $50 for Covered Transfers if someone used your password without your permission. If you do NOT tell Rockefeller within two (2) business days after you learn of the loss or theft of your password, and Rockefeller can prove that Rockefeller could have prevented any unauthorized use if you had told Rockefeller, you could lose as much as $500. Also, if your statement shows Covered Transfers that you did not make, you will tell Rockefeller promptly. If you do not tell Rockefeller within sixty (60) days after the first statement was mailed to you, you may not get back any money you lost after sixty (60) days if Rockefeller can prove that Rockefeller could have stopped someone from taking the money if you had told Rockefeller in time. In extenuating circumstances, Rockefeller may extend such time periods. Additional protection may be available from Rockefeller for specific accounts under certain circumstances.
   • Stop Payment Procedures. If you have told Rockefeller in advance to make regular Covered Transfers out of your account, you can stop any of these payments by calling or writing to Rockefeller. Your notice must be made in time for Rockefeller to receive your request at least three (3) business days or more before the payment is scheduled to be made. If you call, Rockefeller may, as an additional measure, require you to put your request in writing and get it to them within fourteen (14) days after you call. Unless otherwise provided, you may not stop payment of electronic funds transfers; therefore, you should not employ electronic access for purchases or services unless you are satisfied that you will not need to stop payment.
   • Rockefeller’s Liability for Failure to Make Covered Transfers. If Rockefeller, or National Financial Services LLC (“NFS”) acting on Rockefeller’s behalf as its clearing broker-dealer, does not complete a Covered Transfer to or from your account on time or in the correct amount according to Rockefeller’s agreement with you, Rockefeller may be liable for your losses or damages. However, there are some exceptions. Rockefeller will not be liable for instance:
     • If, through no fault of Rockefeller’s, you do not have enough money in Rockefeller account to make the Covered Transfer.
     • If the money in Rockefeller account is subject to legal process or other claim restricting such transfer.
     • If the transfer would exceed your margin availability, if any.
     • If circumstances beyond Rockefeller’s control (such as fire or flood) prevent the transaction, despite reasonable precautions taken by Rockefeller.
     • If there was a technical malfunction which was known to you at the time you attempted to initiate a Covered Transfer.
     • There may be other exceptions stated in your agreements with Rockefeller.
   • Error Resolution. In the case of errors or questions about your Covered Transfers, you will call or write Rockefeller, promptly. You will call or write Rockefeller if you think your statement is wrong or if you need more information about a Covered Transfer on your account statement. Rockefeller must hear from you no later than 60 days after Rockefeller sent the FIRST statement on which the problem or error appeared.
     • Tell Rockefeller your name and account number.
     • Describe the error or the Covered Transfer that you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
     • Tell Rockefeller the dollar amount of the suspected error.
   • If you notify Rockefeller orally, Rockefeller may require that you send in your complaint or question in writing within ten (10) business days. Rockefeller will tell you the results of its investigation within ten (10) business days after   Rockefeller hears from you and will correct any error promptly. If Rockefeller needs more time, however, it may take up to forty-five (45) days to investigate your complaint or question. If Rockefeller decides to do this, it will credit your account within 10 business days for the amount that you think is in error, so that you will have the use of the money during the time it takes Rockefeller to complete its investigation. If Rockefeller asks you to put your request or question in writing and it does not receive it within 10 business days, Rockefeller may not credit your account. If Rockefeller decides that there was no error, Rockefeller will send you a written explanation within three (3) business days after Rockefeller finishes the investigation. You may ask for copies of the documents that Rockefeller used in the investigation.
9. Indemnity. You use of the App and any decisions based on information provided by or through the App are the sole responsibility of you, and you agree to defend, indemnify and hold Rockefeller and its affiliates harmless from and against any liability that Rockefeller may incur, including liability resulting from third party claims, arising from any decisions that you may make based on such information or from your use of the App.
10. Product and Service Information. Rockefeller does not warrant that any information, including any product or service descriptions, or other content of this App, is accurate, complete, reliable, updated, current, or error-free. In the event Rockefeller determines that any such information is inaccurate or incomplete, Rockefeller reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error unless prohibited by law. Rockefeller may make improvements or changes to any content, information products, services, or programs described on the App at any time without notice.
11. Disclaimer of Warranty. The information, products and services on this App are provided on an “AS IS,” “WHERE IS” and “WHERE AVAILABLE” basis. Rockefeller does not warrant the information or services provided herein or your use of this App generally, whether express or implied, for any particular purpose and expressly disclaims any implied warranties, including but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose. Rockefeller Capital Management cannot and does not guarantee continuous, uninterrupted or secure access to the App.   Rockefeller 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 App. Although the information provided to you on this App is obtained or compiled from sources Rockefeller believes to be reliable, Rockefeller cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose.  Neither Rockefeller, nor any of its affiliates, directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this App, or resulting from the act or omission of any other party involved in making this App, the data contained herein or the products or services offered on this App available to you, or from any other cause relating to your access to, inability to access, or use of the App or these materials, whether or not the circumstances giving rise to such cause may have been within the control of Rockefeller or of any vendor providing software or services.
12. Limitation of Liability. IN NO EVENT WILL ROCKEFELLER NOR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES ARISING IN CONNECTION WITH THE APP OR ITS USE, OR THE INABILITY TO USE, BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF ROCKEFELLER OR ITS AFFILIATES AND REPRESENTATIVES, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
13. Governing Law. This Agreement, and any issues relating to the information available by or through the App, are to be governed exclusively by the laws of the State of New York, excluding the application of its conflicts of law rules, and the federal laws of the United States, to the extent applicable. The use of this App constitutes your irrevocable agreement that the federal and state courts located in New York, New York have the sole and exclusive jurisdiction over any dispute relating to the App and the information contained in it.
14. Account and Password Security. In connection with your use of the App, you may be asked to choose a password and a user name. You are solely responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account identification. You agree to immediately notify Rockefeller of any unauthorized use of your password or account or any other breach of security. Without limiting any rights which Rockefeller may otherwise have, Rockefeller reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of its systems and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account.  Notwithstanding the above, Rockefeller may rely on the authority of anyone accessing the App or your account, or using your password, and in no event and under no circumstances shall Rockefeller be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Rockefeller under this provision, (ii) any compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. You may not use anyone else’s account at any time, without the permission of the account holder.  Rockefeller may, at its option, change the parameters for the password used to use the App without prior notice to you, and if it does so, you will be required to change your password the next time you use the App.
15. Termination. Rockefeller may terminate or suspend this Agreement, or terminate, suspend or limit your access privileges to the App, in whole or part, at any time for any reason without prior notice, including but not limited to for reasons involving your use of the App which Rockefeller may deem to be illegal or potentially brand damaging. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. Upon termination, you shall immediately discontinue use of the App.
16. Privacy. Your privacy and the security of your information are important to Rockefeller. Rockefeller’s Privacy Policy, as amended from time to time (available online at https://www.rockco.com/PrivacyPolicy), applies to your use of the App. You agree that Rockefeller may collect, use and share your personal information in accordance with the Privacy Policy and to provide and maintain information, products and services you have requested through the App.
17. Communications Are Not Confidential. Information submitted through this App should not be considered secure or confidential, and Rockefeller Capital Management makes no representations whatsoever concerning the security of confidentiality of such information and specifically makes no representation that any information submitted through this App will be received by Rockefeller Capital Management. If you are a client, please send any electronic communications directly to your Client Advisor.
18. Dispute Resolution. This Agreement contains a pre-dispute arbitration clause. Under this clause, you and Rockefeller agree as follows:
    • All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
    • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
    • The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.
    • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
    • The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
    • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
    • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.
    • All controversies that may arise between you and Rockefeller concerning any subject matter, issue or circumstance whatsoever, including, but not limited to, controversies concerning any account, order, advice interaction or transaction, or the continuation, performance, interpretation or breach of this Agreement, shall be determined by arbitration in accordance with the rules then prevailing of the Financial Industry Regulatory Authority (FINRA) or any United States securities self-regulatory organization or United States securities exchange of which the person, entity or entities against whom the claim is made is a member, as you may designate.
    • If you designate the rules of a United States self-regulatory organization or United States securities exchange and those rules fail to be applied for any reason, then you shall designate the prevailing rules of any other United States securities self-regulatory organization or United States securities exchange of which the person, entity or entities against whom the claim is made is a member. If you do not notify Rockefeller in writing of your designation within five (5) days after such failure or after you receive from Rockefeller a written demand for arbitration, then you authorize Rockefeller to make such designation on my behalf. The designation of the rules of a United States self-regulatory organization or United States securities exchange is not integral to the underlying agreement to arbitrate. You understand that judgment upon any arbitration award may be entered in any court of competent jurisdiction.
    • 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; or 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: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
19. Legal Entity Disclosure. Rockefeller Capital Management is the marketing name for Rockefeller Capital Management L.P. and its affiliates. Investment advisory and fiduciary activities are performed by the following affiliates of Rockefeller Capital Management: Rockefeller & Co. LLC, Rockefeller Trust Company, N.A. and The Rockefeller Trust Company (Delaware). Rockefeller Asset Management and Rockefeller Global Family Office are divisions of Rockefeller & Co. LLC. Rockefeller Financial LLC is dually registered as a broker dealer and registered investment adviser with the US Securities Exchange Commission, Member FINRA and SIPC. Check the background of financial professionals on FINRA’s BrokerCheck website: http://brokercheck.finra.org.  Investing involves risk, including the possible loss of principal. Past performance is no guarantee of future results and no investment or financial planning strategy can guarantee profit or protection.  Neither Rockefeller Capital Management or its financial advisors provide legal, tax nor accounting advice to clients. Please consult your own legal and/or tax advisors in connection with financial decisions.  Investment, insurance and annuity products offered through Rockefeller are: NOT FDIC INSURED | MAY LOSE VALUE | NOT BANK GUARANTEED | NOT A BANK DEPOSIT | NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY