Schwab Investment Manager Gateway Services User and Confidentiality Agreement

Welcome to Charles Schwab & Co., Inc.’s (“Schwab”) Schwab Investment Manager Gateway (“Gateway”), a website designed to provide in-depth information to asset management firms making their products available through Schwab. This Gateway Services User and Confidentiality Agreement (the "Agreement") applies to your use of Gateway reports and any services provided in connection with the Gateway (the "Gateway Services"), including, but not limited to, Schwab proprietary and confidential data, including asset, daily clearing, sales demographics data and other reports, as well as any other content and reports we may add in the future. This Agreement sets forth the terms and conditions for using Gateway and the related Gateway Services. In continuing to access or use Gateway, you agree to follow the Agreement's terms and conditions.

• Acceptance of Terms and Conditions. Both the Agreement and Gateway include important disclosures that are associated with your use of Gateway Services. When you click "Accept" below, you will be providing your electronic signature that will affirm:
  • You understand and intend that this Agreement is legally binding agreement and the equivalent of a signed, written contract.
  • You will use Gateway and Gateway Services in a manner consistent with the terms and conditions of this Agreement and any applicable rules and guidelines as may be adopted and amended by Schwab from time to time.
  • You acknowledge that each module of the Gateway to which you are granted access may also contain terms and conditions related to the use to the module. In the event of a conflict between the module terms and conditions and this Agreement, the module terms and conditions shall apply.
  • You are authorized by your firm to access and use Gateway and Gateway Services on its behalf, and for users of the Schwab Asset Intelligence module of Gateway (formerly known as FundMap), you are authorized by your firm to access and use Schwab Asset Intelligence.
  • You understand, accept and have received the Agreement and its terms and conditions.
  If you do not agree with the terms and conditions in this Agreement, please select "Decline" below and you will exit the log in process. Otherwise, click "Accept" to access the Gateway Services. This Agreement will always be available for your review under the "Terms and Conditions" link on the Gateway homepage.
• Revisions and Relation to Other Disclosures. Schwab may revise this Agreement at any time, and, in such cases, you will be required to re-affirm your acceptance of the terms and conditions of this Agreement. In addition to this Agreement, your use of Gateway Services is subject to any disclosures or disclaimers found within the Gateway website.
• Log In Information and Requirements. For your protection and the protection of other Gateway users, we have provided you with a user name, password and/or other user identification features ("User ID") to ensure your secure access to Gateway Services. We ask that you not share your User ID with other persons for any purpose. You will be responsible for the confidentiality and use of your User ID and all acts or omissions that occur on or in connection with Gateway Services through the use of your User ID. If Schwab has reason to believe that the security of your User ID has been compromised, we have the right to terminate your use of Gateway Services. You agree to notify Schwab immediately if (i) you become aware of any loss or theft or your User ID or any unauthorized use of your User ID or Gateway Services, or (ii) you are no longer employed by your firm or no longer authorized to access and/or use Gateway reports or other Gateway Services.
• Schwab's License to You. Schwab grants you a single, non-exclusive, non-transferable and limited personal license to access and use Gateway Services. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. Access to Gateway Services may be limited or unavailable during periods of peak demand, systems upgrades, maintenance or for other reasons. Schwab reserves the right to modify or discontinue, temporarily or permanently, Gateway or any Gateway Services with or without notice. You agree that Schwab will not be liable to you or to any third party for any modification, suspension or discontinuance of Gateway or a Gateway Service.
• Use of Gateway Services. You agree that you will not (i) use Gateway Services for any purpose not envisioned by this Agreement or expressly approved by Schwab in writing; or (ii) upload, post, email or otherwise transmit any material that contains viruses or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any Gateway Services or other computer software, hardware or telecommunications equipment.
• Disclaimer of Warranties. Although Schwab tries to provide accurate and timely information through Gateway, there may be inadvertent technical or factual inaccuracies and typographical errors. Schwab reserves the right to make changes and corrections at any time, without notice. The information provided through Gateway is provided "AS IS" and "AS AVAILABLE." Schwab does not warrant the accuracy, completeness or timeliness of the information, text, graphics, links or other items contained in Gateway or in any Gateway Service. Schwab provides no guarantee against the possibility of deletion, mis-delivery or failure to store communications, personalized settings, or other data. Schwab expressly disclaims all liability for errors or omissions in, or the misuse or misinterpretation of, any information contained on Gateway. Schwab makes no commitment to update the information contained on Gateway or in any Gateway Service. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE GATEWAY AND GATEWAY SERVICES. Further, Schwab makes no warranties regarding Gateway or any Gateway Service. Schwab, its affiliates and agents disclaim all warranties, either express or implied, including but not limited to implied warranties of merchantability, accuracy, fitness for a particular purpose, and non-infringement. Under no circumstances, including but not limited to a negligent act, will Schwab or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, Gateway or any Gateway Service, even if a Schwab authorized representative has been advised of the possibility of such damages.
• Restrictions on Use. Except as otherwise permitted or envisioned by this Agreement, no materials from any Gateway Service may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, or post the content of Gateway or any Gateway Service for public or commercial purposes, including any text, images, audio, or video without Schwab's written permission or otherwise permitted by this Agreement.
• Trademarks and Copyrights. Gateway and the Gateway Services are owned by Schwab or its affiliates or agents and are protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to Schwab or its affiliates or agents. Nothing contained on Gateway, in any Gateway Service or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on Gateway or in any Gateway Service without the written permission of Schwab or such third party that may own the trademarks displayed on Gateway. Your use of the trademarks displayed on Gateway or in any Gateway Service, or any other content on Gateway, except as provided herein, is strictly prohibited.
• Confidentiality. Your use of Gateway is subject to the following confidentiality provisions.
  • Definition of "Schwab Confidential Information". The term "Schwab Confidential Information" means any information that Schwab discloses to you through, regarding, or in connection with any Gateway Service, including Schwab Asset Intelligence, whether in writing, electronically or orally, or in tangible or intangible form. By way of example and not limitation, Schwab Confidential Information includes: (i) any information concerning Schwab's, its agents or licensors' technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof; and (ii) any information concerning Schwab's, its agents or licensors' business plans or operations, including, but not limited to, methods of operation, security procedures, and Customer Information (as defined below).
  • Definition of Customer Information. "Customer Information" means all data or other information disclosed to you through any Gateway Service or in connection with your use of any Gateway Service, however collected or received by you, that pertains to or is identifiable to Schwab's customer(s) or prospective customer(s), including without limitation, names, addresses, tax identification numbers, email addresses, passwords, personal financial information, personal preferences; demographic data; marketing data; data about securities transactions; credit data, or any other identification data. Without limiting the foregoing, Customer Information specifically shall include any shareholder information requested and received pursuant to an agreement entered into between Schwab and the Funds or their agents for purposes of compliance with Rule 22c-2 of the Investment Company Act of 1940 (a “Shareholder Information Agreement”), whether such Customer Information is disclosed through Schwab Asset Intelligence or through any other module on the Gateway. As between Schwab and you, Customer Information is and will remain the sole and exclusive property of Schwab. This Agreement shall not be construed as granting to you any ownership rights in Customer Information.
  • Restrictions on Use. You will hold the Schwab Confidential Information in strictest confidence and will use Schwab Confidential Information solely for the business purposes contemplated by this Agreement, and with respect to shareholder information requested and received pursuant to a Shareholder Information Agreement, in accordance with the terms of the Shareholder Information Agreement and Section 3(e) below. You will take reasonable steps to prevent unauthorized access to, disclosure of, or use of Schwab Confidential Information. You may disclose Schwab Confidential Information to the Fund, and its responsible employees and Mailing Agent(s) (as defined below) only to the extent necessary to carry out the purpose for which Schwab Confidential Information is made available to you through Gateway Services, provided that they are bound by terms at least as restrictive as the terms set forth in this Agreement.
    
    You further agree that:
    • you will exercise the same care with respect to Schwab Confidential Information as you exercise with respect to your own proprietary and confidential information;
    • you will not, without Schwab's prior written consent, copy or disclose to any third party any portion thereof, unless otherwise permitted by this Agreement;
    • you will notify Schwab immediately of any unauthorized disclosure or use, and will cooperate with Schwab to protect all proprietary rights in and ownership of Schwab Confidential Information;
    • you will notify Schwab immediately of any Schwab Confidential Information or other information that you have been provided with or have access to through Gateway in error, and you will to return and destroy such information, upon Schwab's request in its sole discretion; and
    • you will not, without the prior written consent of Schwab, use the shareholder information received from Schwab or any indirect intermediary pursuant to a Shareholder Information Agreement for marketing or any other purpose other than to ensure compliance with policies established by the Fund for the purpose of eliminating or reducing dilution of the value of the Fund’s shares. You will comply with all applicable federal and state laws, rules and regulations governing the privacy and confidentiality of all shareholder information disclosed to you pursuant to Rule 22c-2, and will implement appropriate administrative, technical, and physical safeguards reasonably designed to (a) protect the security and confidentiality of the shareholder information and (b) protect against unauthorized access to or use of the shareholder information.
  • Exceptions. The foregoing shall not prohibit or limit your use, disclosure, reproduction or dissemination of Schwab Confidential Information which:
    • is or becomes public domain information or material through no fault or breach of your own;
    • as demonstrated by written records, was already lawfully known (without restriction on disclosure) to you prior to the information being disclosed to you by Schwab or any representative of Schwab;
    • has been or is hereafter rightfully furnished to you without restriction on disclosure by a third person lawfully in possession thereof;
    • has been independently developed, by or for you, without reference to Schwab Confidential Information; or
    • is required to be disclosed, but only to the extent required, by court order, or pursuant to applicable law, regulation or self-regulatory organization rules, provided that you notify Schwab so that Schwab may have a reasonable opportunity to obtain a protective order or other form of protection against disclosure.
      
      Notwithstanding any such compelled disclosure by you, such compelled disclosure will not otherwise affect your obligations hereunder with respect to Schwab Confidential Information, including Customer Information, so disclosed.
      
      It shall be presumed that any Schwab Confidential Information in your possession that has been disclosed to you by Schwab or any representative of Schwab is not within any of the exceptions above, and the burden is on you to prove otherwise by records and documentation.
  • No Disclosure of Customer Information. Without limiting any other warranty or obligation provided or undertaken by you under this Agreement, during the term of this Agreement and thereafter in perpetuity, you will not gather, store, or use any Schwab Customer Information in any manner, and will not disclose, distribute, sell, share, rent or otherwise transfer any Schwab Customer Information to any other party, except as envisioned by or expressly provided in this Agreement or as you may be expressly directed in advance in writing by Schwab. You represent, covenant, and warrant that you will use Schwab Customer Information only in compliance with this Agreement and all applicable laws, policies and regulations (including but not limited to applicable laws, policies and regulations related to privacy and consumer protection).
  • Use of a Mailing Agent. You may disclose Schwab Confidential Information to the persons or entities with whom your firm contracts to act as its agent in performing mailings and/or communications to clients of Schwab who are investment managers and whose underlying client(s) hold assets through Schwab, and to whom you provide the names and/or addresses of those clients pursuant to this Agreement ("Mailing Agents"). Notwithstanding the foregoing, Schwab Confidential Information received pursuant to a Shareholder Information Agreement may not be disclosed to a Mailing Agent for purposes of facilitating marketing or any other purpose other than to ensure compliance with policies established by the Fund for the purpose of eliminating or reducing dilution of the value of the Fund’s shares.
    
    You may disclose Schwab Confidential Information only to the extent necessary for the Mailing Agent to carry out such mailing. In such cases, you shall receive the Schwab Confidential Information back from the Mailing Agent, and destroy all tangible and intangible representations of the Schwab Confidential Information from Mailing Agent within thirty (30) days of Mailing Agent's receipt or at termination of this Agreement, whichever is sooner. You shall, if so requested by Schwab, deliver a letter to Schwab confirming the return and destruction of the Schwab Confidential Information from Mailing Agent. Notwithstanding the forgoing, you may not disclose Schwab Confidential Information to Mailing Agent unless your firm or the firm for which you are acting as an agent has caused Mailing Agent to enter into a contract requiring that Schwab Confidential Information be kept confidential as provided in this Agreement and not used for any other purpose than envisioned under this Agreement. Your firm shall be liable for any failure of Mailing Agent to keep Schwab Confidential Information confidential to the extent provided in this Agreement.
• Equitable Relief. You agree and acknowledge that any breach of this Agreement would cause Schwab irreparable harm for which monetary damages would be inadequate. Accordingly, Schwab will be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of this Agreement by you, as well as monetary damages.
• Term and Termination. This Agreement will continue in effect until either party provides written notice of termination to the other party. The license granted under this Agreement will terminate upon termination of this Agreement or if you fail to otherwise comply with any term or condition of the Agreement and Gateway Services rules and guidelines. The termination of this Agreement shall not affect your obligations with respect to Schwab Confidential Information disclosed prior to the effective date of termination.
• Indemnification. You hereby agree to indemnify and hold harmless Schwab, its directors, officers, employees, agents, members, subsidiaries and successors in interest from and against any and all claims, liabilities, losses, damages, and expenses, including without limitation costs and attorneys' fees, arising out of or based on (i) your use of Gateway, the Gateway Services and Schwab Confidential Information, (ii) your violation of this Agreement, and (iii) your failure to comply with state or federal laws or regulations, or any other person's rights, while performing under this Agreement, including but not limited to infringement of any copyright or violation of any proprietary or privacy right. This provision shall survive termination of this Agreement.
• Miscellaneous. This Agreement shall be governed by the laws of the State of California applicable to agreements between residents of California made and to be performed entirely within the State of California. If any provision of this Agreement is determined to be illegal or unenforceable by competent judicial authority, all other terms and provisions shall nevertheless remain effective and shall be enforced to the fullest extent permitted by law. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all agreements, representations and warranties, written or oral, regarding such subject matter made prior to the date of this Agreement. In the event of a conflict between this Agreement and the terms and conditions of any individual module of the Gateway, the terms and conditions of the individual module shall control. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and assigns. No delay or omission by a party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by a party on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
• Click "Accept" for Your Signature. As noted above, by clicking "Accept" you will be signing this Agreement with a binding electronic signature, and you acknowledge that you have read and understood this Agreement's terms and conditions.