You have been granted access to certain specific information contained on this site as a user of BIA's research and related products and services (the "Portal") on behalf of your employer ("Client"). Your access to this site is subject to the following terms and conditions (the "Agreement"):

1. Authorized Users. The Portal may be accessed only by persons who (1) are employees of Client, (2) have been expressly authorized to access the Portal by Client and (3) have authenticated their identities and have lawfully obtained passwords to access the Portal from Client (persons satisfying (1), (2) and (3) are "Authorized Users"). By accessing the Portal in any manner, you represent and warrant to BIA that you are an Authorized User. In consideration of your access to the Portal, you agree to maintain the security and secrecy of your user name and password and to comply with the terms and conditions of this Agreement. In the event that you cease to be an employee of Client, you will no longer be an Authorized User, your rights hereunder will terminate, and you must cease all use of the Portal.

2. Term. This Agreement will be in effect as of the date BIA provides login and password information to Client. This Agreement will remain in effect until terminated in accordance with Section 18 of this Agreement (the "Term").

3. Rights Granted. BIA grants to Client a limited, nontransferable, nonexclusive right during the Term to access designated areas of the Portal for the sole purpose of retrieving and viewing research, analysis and any other information produced by BIA and provided to Client by BIA pursuant to a services agreement between the parties ("Deliverables"). Access to the Portal shall be subject to the following restrictions: (a) Client may use the areas designated for it on the Portal solely for its own internal business purposes, and all other uses by Client and Authorized Users are expressly prohibited; (b) only Authorized Users are permitted to access the Portal; and (c) the rights granted hereunder by BIA to Client may not be assigned, sublicensed or otherwise transferred or conveyed by Client or any Authorized User to any other person, organization or entity. Client agrees that its rights to the Portal are nonexclusive and that BIA will enter into agreements with other parties to provide access to such party’s designated areas of the Portal. Access to and use of any Deliverable by Client and its Authorized Users shall be as set forth in the Use of Work Product and license provisions of the current services agreement between the parties ("Client Service Agreement"). In the absence of a conflicting provision in the Client Service Agreement, these Terms & Conditions shall control Client’s and Authorized User’s access to and use of the Portal.

4. Reservation. All rights not expressly granted to Client are reserved to BIA.

5. Client Feedback. Client shall use commercially reasonable efforts to notify a designated contact at BIA on a timely basis of any problems encountered by Client during use of the Portal.

6. Ownership. As among BIA, Client and Authorized Users, BIA owns and will retain ownership of all right, title, and interest in and to the Portal, all Deliverables posted thereon and accessed via the Portal by Client and Authorized Users, any user documentation provided by BIA, and any software, graphical displays, methods, processes, algorithms, routines, data and aggregates of data provided by BIA in connection with the Portal, including without limitation each of the following: a) BIA's method and process for assigning values for reliability, confidence or other significance to oral and written statements as well as algorithms and technologies supporting such methods and processes; (b) information regarding BIA's graphical representation of qualitative and quantitative information derived from investor presentations and calls, including its visual appearance; (c) BIA's data, including without limitation oral and written statements tagged with data; and (d) BIA's behaviors, textual traits, and key phrases, individually and in the aggregate, used in BIA's method and process for assigning values for reliability, confidence or other significance to oral and written statements (collectively, the "BIA Materials"). Client and Authorized Users will not themselves, and will not permit or encourage others to: (1) use the BIA Materials or the Portal in any manner not expressly permitted by BIA hereunder or otherwise unlawful; (2) modify, publish, translate, reverse engineer, reverse compile, disassemble, create derivative or collective works from, or in any way otherwise exploit the BIA Materials, the Deliverables or the Portal or any portion thereof; (3) copy the BIA Materials or the Portal; (4) resell, rent, lease, license, sublicense, transfer, distribute, commercially reproduce, display or otherwise transfer rights to the BIA Materials, the Deliverables or the Portal; (5) modify the BIA Materials, Deliverables or provide access to the Portal to any third party or merge it with other software Portals without BIA's and/or its licensors' prior authorization; or (6) remove any proprietary notices or labels on the BIA Materials, from the Deliverables or the Portal.

7. Proper Usage. BIA may use technical devices to authenticate Client's and its Authorized Users' proper use of the Portal and BIA Materials, confirm Client adherence to these terms and conditions and prevent Client's improper use of the Portal, the Deliverables and BIA Materials. Client will not, and will not permit any Client employee or third party to circumvent any such technical device.

8. Client Technology Infrastructure. The Portal, Deliverables and BIA Materials are intended to be accessed and utilized by individuals through a properly networked computing environment. Client has the sole responsibility to obtain and properly configure appropriate hardware and software necessary to use the Portal and to pay all associated fees and expenses. BIA IS NOT RESPONSIBLE FOR THE FAILURE OR INEFFECTIVENESS OF SERVICES OR BIA MATERIALS DUE TO CAUSES ARISING FROM OR RELATING TO CLIENT’S COMPUTER NETWORK OR OTHER INFORMATION TECHNOLOGY. Client shall not, without the prior written permission of BIA, use automated programs to access the Portal or to copy information residing thereon. Client shall take reasonable commercial efforts to not introduce viruses or other disabling elements to the Portal.

9. No Warranties. THE PORTAL AND THE BIA MATERIALS ARE BEING PROVIDED TO CLIENT "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS. BIA MAKES NO WARRANTIES OF ANY KIND TO CLIENT, WHETHER EXPRESS, IMPLIED OR ARISING BY CUSTOM OR COURSE OF TRADE OR PERFORMANCE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

10. Downtime. During the Term, Client understands and agrees that BIA may fail to provide access to the Portal without notice at any time.

11. Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BIA OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, TORT (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM CLAIMS OF DEFAMATION, LIBEL OR SLANDER) OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PORTAL, CLIENT'S USE OF THE PORTAL, THE DELIVERABLES, BIA MATERIALS, OR THIS AGREEMENT, EVEN IF BIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIA'S LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE PORTAL, CLIENT'S USE OF THE PORTAL, THE DELIVERABLES AND BIA MATERIALS, OR THIS AGREEMENT WILL NOT EXCEED $500 IN THE AGGREGATE. NOTWITHSTANDING THE FOREGOING LIMITATIONS, NOTHING IN THIS AGREEMENT WILL CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS WHICH CLIENT MAY HAVE UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAW.

12. Disclaimers as to Suitability and Performance; No Investment Advice. The Portal contains a collection of information made available through BIA’s analytical process. The Portal does not provide discretionary investment advice and BIA is in no way acting as an investment advisor. Client accepts all responsibility for the exercise of its and the Authorized User's informed judgment in his or her selection of or reliance upon any information accessed or provided via the Portal and any results obtained therefrom. Client is responsible for its own investment decisions and recommendations and those of its employees. Client will ensure that its Authorized Users are aware of this condition on use and access to BIA’s Portal and the Deliverables, BIA Materials and other information contained therein.

13. Disclaimer as to Information. BIA and its licensors do not and cannot guarantee the completeness, accuracy, sequencing or timeliness of information, transcripts, and the resultant Deliverables and BIA Information that may be made available via the Portal, if any. Client agrees that BIA and its licensors will not be liable for the accuracy or completeness of the information provided by the Portal, for delays or omissions therein, or for any action Client takes or decision it makes in reliance on any such information provided by the Portal. BIA may cease to provide information or data to Client at any time if a third party provider of such information ceases to provide such information to BIA.

14. Representations by Client. Client will not make any representation about the Portal to any third party. Without limiting the foregoing, Client will not state or imply that: (i) the Deliverables made available via the Portal constitute predictions; (ii) BIA is furnishing financial advice, investment advice or planning services; or (iii) Client is approved, licensed, reviewed, endorsed, guaranteed or otherwise connected with BIA, except as a party to a Client Services Agreement and as a user of the Portal.

15. Representations and Warranties of Client. Client represents and warrants to BIA that Client has all required licenses and permits to offer its services, and that its use of the Portal does not violate any condition or obligation between Client and any third party.

16.Confidentiality. You and Client (each, a "Recipient") will protect and keep confidential all information, knowledge and data that is disclosed by BIA ("Confidential Information") and will not, except as may be authorized by BIA in writing, disclose any such Confidential Information to any third party, and will not use such Confidential Information except as required in the ordinary course of your business and as expressly permitted and contemplated by the Client Services Agreement. "Confidential Information" will not include any information which Recipient can demonstrate: (i) was previously known to Recipient; (ii) is or becomes publicly available, through no fault of Recipient; or (iii) is disclosed to Recipient by a third party not bound by an obligation of confidentiality with respect to such information. In the event that Recipient is ordered to disclose BIA's Confidential Information pursuant to a judicial, governmental or federal or state agency requirement or order, Recipient will notify BIA and take reasonable steps itself or in cooperation with BIA to contest such requirement or order or otherwise reasonably protect BIA's Confidential Information. Client and each Authorized User expressly acknowledges that BIA's Confidential Information will include, but will not be limited to, the Deliverables, BIA Materials, the software, methods, processes, algorithms and routines related to information posted on the Portal, and the Portal itself.

17. Data. The Portal may involve the utilization of cookies, passwords and/or other personalization and identification devices. Client hereby consents to the gathering and use of information through these devices.

18. Termination. Either party may terminate this Agreement effective upon delivery of written notice to the other upon the material breach of this Agreement by the other party or the termination or expiration of the Client Services Agreement in accordance with its terms. In addition, BIA may terminate this Agreement without penalty at any time by terminating access to the Portal by disabling login rights or by other means.

19. Effect of Termination. Upon the termination or expiration of this Agreement for any reason, BIA will have the right to immediately deny you and Client access to the Portal, you and Client will immediately cease and desist from all exploitation of the Portal. At the request of BIA, Client will certify in writing that it has returned or destroyed all materials containing BIA's Confidential Information. Sections 4, 6, 7, 11, 12, 13, 16, 19, 22, 23, 27 and 28 will survive the expiration or termination of this Agreement and remain in full force and effect.

20. Governmental Rights and Controls. Client is responsible for complying with all trade regulations and laws, both foreign and domestic, related to the regulation of investment advisors and the securities industry. Client agrees that export controls may apply to the export of software to certain countries outside of the United States. Client will not export or re-export software provided by BIA to any prohibited country, or to any prohibited person, entity or end-user as specified by U.S. Export Controls, without having obtained at its own cost and expense appropriate governmental license and permission to do so.

21. Independent Contractors. The parties hereto are independent contractors, and neither is authorized to accept any obligations or enter into any agreements on behalf of the other.

22. Publicity. Client will not advertise, market, promote or publicize in any manner the Portal or the terms and conditions of this Agreement, nor will Client use the name of BIA in any such promotional materials, without the prior written consent of BIA. BIA will not identify Client as a user of the Portal without the prior written consent of Client.

23. Indemnity. Client will defend, indemnify, and hold harmless BIA from and against any Losses incurred as a result of any claim by any third party against BIA and its affiliates, licensors and suppliers arising from or connected with any failure to comply with this Agreement, Client's violation of any agreement with or duty to its clients, any use by Client of the Deliverables, BIA Materials, and Client's unauthorized modification or combination of the BIA Materials with any hardware, software, products, data or other materials not specified or provided by BIA, or any violation of any law or regulation; provided, however, that BIA promptly notifies Client, in writing, of the suit, claim or proceeding or a threat of suit, claim or proceeding, and provides Client with reasonable assistance for the defense of the suit, claim or proceeding. Client will have sole control of the defense of any claim and all negotiations for settlement or compromise except to the extent involving non-monetary settlement affecting BIA.

24. Force Majeure. Neither party will be liable nor deemed to be in breach of its obligations hereunder for any delay or failure in performance under this Agreement or other interruption of service resulting, directly or indirectly, from an event of Force Majeure. An event of "Force Majeure" means an event outside a party's reasonable control, including, but not limited to, acts of God, civil or military authority, act of war, accidents, electronic, computer or communications failures, natural disasters or catastrophes, strikes, or other work stoppages or any other cause beyond the reasonable control of the party affected thereby.

25. Assignment. You and Client may not assign or delegate any rights or obligations under this Agreement without the prior written consent of BIA. This Agreement will inure to the benefit of and will bind the successors and assigns of the Parties hereto. Any attempted assignment or delegation in contravention of this provision will be null and void.

26.Authority. Each party represents and warrants to the other that they have the power and authority to enter into this Agreement.

27. Arbitration. If there is any dispute about this Agreement that cannot be resolved informally, the parties agree to resolve the dispute through binding arbitration administered by the American Arbitration Association in accordance with their Commercial Arbitration Rules, and judgement on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof and will not be subject to appeal. A panel of one arbitrator will conduct the arbitration. The place of arbitration will be Boston, Massachusetts. By agreeing to arbitration, Client gives up its right to resolve disputes in court, including the right to a jury trial, unless a waiver would violate applicable law. The provisions of Section 28 will not apply to any controversy or claim involving any patent, copyright, trademark, trade secret or other intellectual property right of BIA, in which case, the parties hereby consent to the exclusive jurisdiction of the courts of The Commonwealth of Massachusetts or the United States District Court located in Boston, Massachusetts, as well as the jurisdiction of all courts to which an appeal may be taken from such courts. In such a case, each of the parties expressly waives any objections it may have as to venue, including, without limitation, the inconvenience of such forum.

28. General Provisions. This Agreement as supplemented by the non-conflicting terms of the applicable Client Service Agreement, constitutes the entire agreement between BIA and Client with respect to use of the Portal. BIA may modify the terms of this Agreement from time to time by posting an updated agreement on the Portal. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality or enforceability of the remaining provisions. The failure by BIA to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right of BIA. This Agreement will be governed by the laws of The Commonwealth of Massachusetts, without regard to its conflict of law principles.

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To speak to an account representative about any of BIA's products and services, or to receive more information about the firm, please contact us at 617.226.2607 or info@biadvisors.com. We look forward to hearing from you.