Fidelity Prime Services Web Site User Agreement

Fidelity Prime Services, a part of Fidelity Capital Markets, a division of National Financial Services LLC ("Fidelity") is pleased to provide you with the products, services, content, tools and information on this site. By accessing this site, you indicate your agreement to the terms and conditions of this User Agreement (the "Agreement"). If you do not agree to the Agreement, you may not access this site and you should discontinue your use of this site immediately. Fidelity may modify this Agreement at any time and without prior notice. This Agreement is in addition to any other agreements between you and Fidelity, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on this site.

1. This site is not intended to provide tax, legal, insurance or investment advice, and nothing on this site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Fidelity or any third party. You alone are solely responsible for determining whether any investment, security or strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.

2. All rates, prices and quantities displayed on the site are subject to change due to changing market conditions and at the discretion of Fidelity. Fidelity makes no representation as to their accuracy.

3. This site is protected by applicable copyright laws. Accordingly, you may not copy, distribute, modify, post or frame-in the site, including any text, graphics, video, audio, software code, user interface design or logos. All trademarks and service marks on this site belong to FMR LLC or an affiliate, except third-party trademarks and service marks, which are the property of their respective owners. You agree that any data allowed to be downloaded by you from the site is solely for your internal use and benefit in conjunction with spreadsheet applications.

4. The site contains content supplied by companies that are not affiliated with Fidelity ("Third Party Content"). Although Third Party Content may be framed-in on this site or available through a link to a third-party site, Fidelity does not prepare, edit, or endorse Third Party Content. Fidelity therefore does not guarantee its accuracy, timeliness, completeness or usefulness, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites. You will use Third Party Content only at your own risk.

5. All content on this site is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to help ensure you are receiving the most recent data.

6. This site is protected by passwords and requires a login. You may not obtain or attempt to obtain unauthorized access to the site, or to any other protected materials or information, through any means not intentionally made available by Fidelity for your specific use. If you have a Personal Identification Number (PIN) or password for access to this site, you are solely responsible for all activities that occur in connection with your PIN or password. Accordingly, you should take steps to protect the confidentiality of your PIN or password. Notify Fidelity immediately if you become aware of any disclosure, loss, theft or unauthorized use of your PIN or password.

7. Fidelity does not make any express or implied warranties about this site, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. This site is made available to you "as is" and "as available" and Fidelity does not warrant that any defects or inaccuracies will be corrected. Fidelity does not warrant that this site will meet your needs, or that it will be uninterrupted, timely, secure or error-free. Fidelity also makes no warranty that the results obtained from the use of this site will be accurate or reliable, or that the quality of any products, services, information, or other material purchased or obtained by you through this site will meet your expectations. Fidelity may make available to you certain reports concerning your account on this site. These reports are provided for informational purposes only and are generated using information currently available, which is subject to change without notice. These reports are not to be relied upon as an official statement and if there is any discrepancy between a report available on this site and your official statement, the official statement should be relied upon. Information contained in these reports may not be included in regulatory calculations and you should consult your official records to confirm your requirements. While information contained in the reports is based on information that is believed to be reliable, its accuracy is not guaranteed. Therefore, no representations or warranties are made or given as to the accuracy or completeness of the information and Fidelity accepts no liability from you or any person concerning use of, or reliance on the information in any report.

8. Fidelity will not be liable to you or anyone else for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses or damages that result from use or loss of use of this site and third party content, inconvenience or delay). This is true even if Fidelity has been advised of the possibility of such damages or losses. Fidelity will not be liable to you or anyone else for any loss resulting from a cause over which such Fidelity does not have direct control. This includes failure of electronic or mechanical equipment or communications lines (including telephone, cable and internet), unauthorized access, viruses, theft, operator errors, severe or extraordinary weather (including flood, earthquake, or other act of God), fire, war, insurrection, terrorist act, riot, labor dispute and other labor problems, accident, emergency or action of government.

9. As a condition of your use of this site, you agree to indemnify and hold Fidelity and its third party providers harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising from your use of this site, or from your violation of this Agreement.

10. Unless otherwise agreed, Fidelity may discontinue or modify this site at any time without prior notice to you, and you accept those modifications if you continue to use this site. Fidelity may terminate your access to this site for any reason, without prior notice.

11. Unless otherwise agreed, this Agreement and its enforcement are governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts of law, and shall inure to the benefit of Fidelity's successors and assigns, whether by merger, consolidation, or otherwise.

12. If a court of competent jurisdiction deems any provision unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

13. This Agreement supersedes any previous agreement between you and Fidelity with respect to the products, services, content, tools and information on this site.

For purposes of the following six paragraphs, the following definitions shall apply: "Licensee" shall refer to Fidelity; the "GICS Service" shall refer to the GICS industry classification service(s) and data using S&P's and MSCI's proprietary Global Industry Classification Standard ("GICS") classification system; and "Licensee Service" shall refer to Fidelity's Prime Services' Portal or any report printed therefrom.

1. You hereby represent that (a) you will not redistribute the GICS Service in any form or manner to any third party and use of the GICS Service shall only be by your employees and solely for internal business purposes or personal, non-commercial use, as permitted in Licensee's agreement with MSCI or S&P; (b) you will not use or permit anyone else to use the GICS Service to create any securities products or indices based on the GICS Service or any portion thereof; (c) you will treat the GICS Service as proprietary to MSCI and S&P and you acknowledge that MSCI and S&P are the sole and exclusive owners of the GICS Service (including all trade secrets, copyrights, trademarks and other intellectual property rights in or to the GICS Service); (d) you will not, other than as expressly permitted in Licensee's agreement with MSCI or S&P: (i) alter, modify or adapt any component of the GICS Service, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works; or (ii) use the GICS Service to verify the accuracy of other data or to correct such other data; or (iii) resell or otherwise transfer or make the GICS Service, or any part or component thereof, available to any other person or organization (including, without limitation, your present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
2. You acknowledge that provision of the GICS Service is subject to termination in the event that the relevant agreement between Licensee and MSCI or S&P is terminated.
3. You acknowledge that S&P or MSCI is a third party beneficiary of these terms and conditions of use and is entitled to enforce all provisions herein relating to the GICS Service.
4. THE GICS SERVICE IS PROVIDED TO YOU ON AN "AS IS" BASIS. LICENSEE, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA IN THE GICS SERVICE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE GICS SERVICE (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING ANY OF THE DATA IN THE GICS SERVICE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
5. YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE GICS SERVICE. IN NO EVENT SHALL LICENSEE, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA IN THE GICS SERVICE, BE LIABLE TO YOU, OR ANY OTHER PERSON, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR INABILITY TO USE THE GICS SERVICE, REGARDLESS OF THE FORM OF ACTION, EVEN IF LICENSEE, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE GICS SERVICE HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
6. You agree to indemnify and hold harmless Licensee, its information providers, and any other third party involved in or related to the making or compiling of the GICS Service, from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees and costs, as incurred, arising in any manner out of your or any third party's use of, or inability to use, the GICS Service or any breach by you of the use restrictions regarding the GICS Service.

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