Online Services Agreement

Use of this site and associated services and content (collectively, the "Site") are subject to the terms and conditions contained in this Online Services Agreement (the "OSA"). In continuing to access or use this Site, you agree to be bound by those terms and conditions within the OSA applicable to your use. This OSA is between you and both (a) your independent Investment Advisor ("Advisor") and (b) Schwab Wealth Investment Advisory Inc. and its affiliates, including but not limited to Charles Schwab & Co., Inc. (collectively, "Schwab") , depending on whether the Services (as defined below) presented to you are Schwab Services or Advisor Services, as defined below. Your Advisor is independent of and not owned, affiliated with or supervised by Schwab. If the services provided are Schwab Services, then this OSA is between you and Schwab. If the services provided are Advisor Services, then this OSA is between you and your Advisor. For ease of reference, the terms "we" and "us" as used in this OSA refer to either Schwab or your Advisor, as applicable, (but not both collectively) based on whether the services provided are Schwab Services or Advisor Services, as defined below.

You may print a copy of this OSA using the print button or feature in your browser. We suggest retaining a copy for your future reference.

The Site relates to Institutional Intelligent Portfolios™, an automated investment management solution for advisors and made available to you by Advisor (the "Program"), as described in the Program disclosure brochure ("Disclosure Brochure") available through the Site.

Schwab Services include, but are not limited to:

  • Delivery of the Disclosure Brochure
  • Opening and maintaining your brokerage account in which your portfolio will be held and through which transaction for it will be made
  • Program administrative services, such as maintaining your contact and personal information

Advisor Services include, but are not limited to:

  • Serving you in your relationship with the Program, including recommending it and your enrollment and participation
  • Determining you risk profile and investment objectives
  • Construction, selection and ongoing management of your portfolio
  • Ongoing monitoring of your participation in the Program

All services made available through the Site, including Schwab Services and Advisor Services, are together referred to as "Services."

Schwab is not the provider of the Advisor Services and has no liability for those services. Similarly, Advisor is not the provider of the Schwab Services and has no liability for those services.

When the term "Service" or "Services" is used in this OSA, it refers to, as applicable, the Advisor Services or the Schwab Services.

Consent and intention to be bound by this OSA

The OSA, other online agreements, and the Site include important disclosures and regulatory information that are associated with the Services. From time to time, Schwab or your Advisor may ask you to review other important disclosures or agreements about a Service. We refer to all of these items as "Records and Disclosures."

By completing the account open process, obtaining a password and/or using the Site, you will be consenting to this OSA and electronic access to the OSA and the Records and Disclosures in HTML format. To access, retain, and print the OSA and other Records and Disclosures, you should use the following for Windows, the latest (non-beta) version of Microsoft Windows® 8, 8.1 or Win 10 and the latest (non-beta) version of either Microsoft® Internet Explorer, Chrome® or Firefox® or the following for Mac, the latest (non-beta) Mac operating system and the latest (non-beta) version of Safari®, Chrome® or Firefox®. (Other operating systems and web browsers may work, however older browsers may experience technical difficulties. Upgrading to one of the configurations above will provide you with the best online experience.)

By completing the account open process, obtaining a password and/or using the Site, you will affirm that:

  • You understand and intend that the OSA is a legally binding agreement between you and Schwab, and between you and your Advisor, and the equivalent of a signed, written contract;
  • You will use all Services, and the Site generally, in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions of the OSA and any other applicable rules, guidelines or other conditions that govern the use of a particular Service as they may be amended by Schwab or your Advisor from time to time; and
  • You understand, accept, and have received the OSA and its terms and conditions, and acknowledge and demonstrate that you can access the OSA and other Records and Disclosures on the Site.

This OSA will always be available for your review via a link on the Institutional Intelligent Portfolios Legal page. To view this OSA click "Terms of Use." Please carefully review the following terms and conditions.

TABLE OF CONTENTS

Please read the entire OSA carefully. This table of contents and these links are provided as a convenience to you.

Scope of the OSA
Revisions and Relation to Other Agreements or Disclosures
Registration Information, Privacy, and Personalization
Unauthorized Use of Your Registration
Our License to You
Your License to Us
Use of Third Party Service Providers
Notices, Communications, and Electronic Signatures
Use of Services
Market Information
No Investment Advice or Recommendations from Schwab
Use of Access Devices
Disclosure of Potential Relationships
Security of Data Transmissions and Storage
Monitoring
Hyperlinks
Disclaimers of Warranties
Limitation of Liability and Indemnification
Restrictions on Use
Trademarks and Copyrights
Modifications, Suspensions and Terminations of Services
Governing Law

SCOPE OF THE OSA

Schwab and your Advisor operate the Services, either alone or in conjunction with affiliates, agents and partners. This OSA applies to the Site and electronic content, services and tools. This includes any features or content we may add in the future. We refer to all of the above as "Services." This OSA applies to all Services regardless of the means by which you access such Services. Services may be offered on the Institutional Intelligent Portfolios Site. In addition, Services may be available through other computer, telephonic, e-mail or wireless services or systems, including Schwab's proprietary software and services such as Schwab Mobile DepositTM, and any other computer, telephonic or wireless service or information system Schwab makes available to you.

We may also ask you to follow additional rules, guidelines or other conditions that govern the use of a particular Service ("Rules and Guidelines") at the time you register for or use that Service. The OSA incorporates by reference the Rules and Guidelines of any Service for which you register.

REVISIONS AND RELATION TO OTHER AGREEMENTS OR DISCLOSURES

Schwab may revise the OSA at any time, and you agree to be bound by future revisions. It is your responsibility to visit the link on the Institutional Intelligent Portfolios Legal & Account Forms page periodically to review the most current terms and conditions. If you have an account with Schwab, your customer relationship with Schwab is also governed by your account agreements. If there is any conflict between (1) the OSA and (2) your account agreements, then your account agreements will govern. Schwab or your Advisor may also offer other services from time to time that are governed by different or additional terms and conditions. Services are subject to any disclosures or disclaimers found within the Services.

REGISTRATION INFORMATION, PRIVACY, AND PERSONALIZATION

When you sign up for the Program, we may ask you to give us certain information including account open information and answers to the enrollment questionnaire ("Registration"). You agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from us for any purpose. We agree to treat with care the information you entrust to us, in accordance with the disclosures we give during the Registration process. For more information please consult Schwab’s Privacy Policy, as well as the privacy policy of your Advisor.

For your protection and the protection of our other customers and Site users, we ask you not to share your Registration information (including passwords, User Names, and screen names) with any other person, including your Advisor, for the purpose of facilitating their access and unauthorized use of Services. If you do share this information with anyone we’ll consider their activities to have been authorized by you. You alone are responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur within any Service through the use of your Registration information.

You acknowledge and agree that you will create or use a Schwab login ID and password to login to the Site. These Schwab login credentials will also be/are your login credentials for the Schwab Alliance website, a website of Charles Schwab & Co., Inc. You understand, however, that logging in to this Site will not automatically log you into the Schwab Alliance website. Your Advisor will not see or have access to your Schwab login credentials, and you must not share them with your Advisor or any of your Advisor's personnel.

UNAUTHORIZED USE OF YOUR REGISTRATION

If you believe that someone has used your Registration information to access any Service without your authorization, please call Schwab immediately at 800-435-4000.

OUR LICENSE TO YOU

Schwab and your Advisor, as applicable, grant you a single, non-exclusive, non-transferable and limited personal license to access and use the Services. This license is conditioned on your continued compliance with the terms and conditions in the OSA.

YOUR LICENSE TO US

Unless otherwise indicated for a particular Service, and excluding Registration information, any communications or material of any kind that you e-mail, upload, post or otherwise transmit through the Services, including data, questions, comments, or suggestions (your "Communications") will be treated as non-confidential and non-proprietary. You hereby grant a license to Schwab and your Advisor to reproduce, disclose, transmit, publish, broadcast, or post your Communications either on the Site or elsewhere with no liability or obligation to you. Schwab and your Advisor is free to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.

USE OF THIRD PARTY SERVICE PROVIDERS

Schwab and Advisor may use third party service providers to assist in providing certain Services with or without notice to you (each, a "Third Party Service Provider"). Schwab or your Advisor may also change Third Party Service Providers or may provide a Service without the assistance of such third party. You consent and authorize Schwab and your Advisor to delegate the authorizations you provide to us to Third Party Service Provider(s) as we deem necessary or desirable to provide the applicable Service to you. You agree that the terms and conditions of the OSA, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this OSA, inure to the benefit of such Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of the OSA, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this OSA. You also agree that all references to "Schwab" or "your Advisor" within the OSA and any incorporated terms are also deemed to include, where applicable, our agents, such as the Third Party Service Providers.

To protect the privacy and security of your personal information, Third Party Service Providers will only be authorized to use or maintain your personal information only in accordance with Schwab's privacy policy.

NOTICES, COMMUNICATIONS, AND ELECTRONIC SIGNATURES

You agree to accept all communications from us regarding use of the Services at the addresses you provide during Registration. Please promptly update any changes to your registration information by using the "Personal Information" link on the Site. Schwab and your Advisor are entitled to rely on the e-mail address and U.S. mail address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail or U.S. mail address. From time to time, we would like to send you information about Schwab products and services. If you open an account, you are granting Schwab and your Advisor permission to communicate with you by e-mail. You can opt not to receive such information from Schwab in the future by following the instructions in any e-mail that Schwab sends to you.

You agree to be bound by any affirmation, assent, or agreement you transmit through the Services you access by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that, when in the future you click on an "I agree," "I consent" or other similarly worded "button" or entry field with your mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

USE OF SERVICES

The following requirements apply to your use of all Services:

  • You will not use any electronic communication feature of a Service for any purpose that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful.
  • You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
  • You will not collect or store personal data about other users.
  • You will not use any Service for any purpose not expressly authorized in this OSA or otherwise approved by Schwab in writing.
  • You will not upload, post, e-mail 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 computer software or hardware or telecommunications equipment.

MARKET INFORMATION

We may make available to you through one or more Services a broad range of financial information that we obtain from Third Party Service Providers. This includes financial market data, quotes, news, analyst opinions, and research reports. Collectively, we refer to this as "Market Information." Schwab and your Advisor do not endorse or approve Market Information, and we make it available to you only as a service and convenience. Schwab, your Advisor, and our Third Party Service Providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of Market Information, or (2) warrant any results from your use or reliance on Market Information. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Schwab, your Advisor, nor the Third Party Service Providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither Schwab, your Advisor, nor the Third Party Service Providers will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You will not redistribute or facilitate the redistribution of Market Information, nor will you provide access to Market Information to anyone who is not authorized by Schwab or your Advisor to receive Market Information. If you are a securities broker, dealer, banker, or investment advisor, you agree not to use Market Information for any purpose related to your business.

NO INVESTMENT ADVICE OR RECOMMENDATIONS FROM SCHWAB

The Schwab Services and content (including the online interface) are distinct from the advice and Advisor Services your Advisor provides. Although Schwab Services may provide information relating to investment approaches and opportunities to buy or sell securities, this investment advice has been prepared for you by your Advisor. You should not construe any Market Information, features, whitepapers, tools or other content available through any Service as legal, tax, investment, financial or other advice from Schwab. Nothing contained in any Service or any other content on the Site constitutes a solicitation, recommendation, endorsement, or offer by Schwab or a Third Party Service Provider to buy or sell any securities or other financial instruments.

Your access to the Site is exclusively through your Advisor. Your Advisor and you are solely responsible, and Schwab is not responsible, for choosing an investment strategy, determining the appropriateness of the chosen investment strategy for your investment needs and goals, and taking the steps to become invested in your selected investment strategy. Your Advisor is independent of and not owned by, affiliated with or supervised by Schwab. Any fee you pay your Advisor is nor set or supervised by Schwab.

USE OF ACCESS DEVICES

With the exception of applications commonly known as Web Browser software, or other applications formally promoted, endorsed or approved by Schwab in writing, you agree not to use any software, program, application or any other device to access or log on to any Service, including Schwab's or your Advisor's computer systems, Site or proprietary software or to automate the process of obtaining, downloading, transferring or transmitting any Market Information or any other content to or from any Service, including Schwab's or your Advisor's computer systems, the Site or proprietary software.

DISCLOSURE OF POTENTIAL RELATIONSHIPS

Schwab and/or its employees or directors as well as its affiliates, consultants, your Advisor, and Third Party Service Providers may have clients with positions in securities or companies referenced in Market Information and may, as principal or agent, buy from or sell to customers. From time to time, Schwab, your Advisor or a Third Party Service Provider may be unable to provide Market Information with respect to certain companies with which Schwab or the Third Party Service Provider or their affiliates have certain business relationships.

SECURITY OF DATA TRANSMISSIONS AND STORAGE

Electronic (including wired and wireless) communications through the Services may not be encrypted. You acknowledge that there is a risk that data, including e-mail, electronic and wireless communications and personal data, may be accessed by unauthorized third parties when communicated between you and Schwab or between you and your Advisor.

MONITORING

Schwab, its affiliates and agents and your Advisor are entitled, but not obligated, to review or retain your Communications. We and our Third Party Service Providers may monitor your Communications to evaluate the quality of service you receive, your compliance with the OSA, the security of the Services, or for other reasons. You agree that these monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Schwab, its Third Party Service Providers, or your Advisor monitor your Communications and enforce or fail to enforce the Rules and Guidelines of any Service and the terms of the OSA. In no event will Schwab, its Third Party Service Providers, or your Advisor be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of any monitoring activities.

HYPERLINKS

Schwab may provide a link from the Site to your Advisor's site on the Internet for your convenience. This site is maintained by your Advisor, and Schwab exercises no control over the site. Schwab does not endorse or sponsor such web sites, and is not affiliated with your Advisor. Accordingly Schwab expressly disclaims any responsibility for the content, the accuracy of the information, and the availability of and/or quality of products or services provided by or advertised on your Advisor's site.

We may make available links from the Site to other, third party sites or electronic services providers that are not affiliated with us. Schwab and your Advisor do not control these other sites or services, and Schwab makes no representations or endorsements whatsoever concerning those sites or services. The fact that we have provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are risks in using any information, software, service or product found on the Internet, and Schwab and your Advisor caution you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold Schwab or your Advisor liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

DISCLAIMERS OF WARRANTIES

ALTHOUGH SCHWAB AND YOUR ADVISOR TRY TO PROVIDE ACCURATE AND TIMELY INFORMATION THROUGH THE SERVICES AND THE SITE, THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS. SCHWAB AND YOUR ADVISOR RESERVE THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. THE SITE, SERVICES, AND INFORMATION PROVIDED THROUGH THE SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE." SCHWAB AND YOUR ADVISOR DO NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE SERVICES. SCHWAB AND YOUR ADVISOR PROVIDE NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. SCHWAB AND YOUR ADVISOR EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN THE SITE AND SERVICES, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THE SERVICES. SCHWAB AND YOUR ADVISOR MAY CHANGE INFORMATION CONTAINED IN THE SERVICES AT ANY TIME AND MAKE NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED IN THE SERVICES. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE SERVICES, SITE, AND INFORMATION CONTAINED THEREIN.

FURTHER, SCHWAB AND YOUR ADVISOR MAKE NO WARRANTIES REGARDING THE SERVICES OR SITE. SCHWAB AND ITS AFFILIATES AND AGENTS (INCLUDING THIRD PARTY SERVICE PROVIDERS) AND YOUR ADVISOR 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.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SCHWAB OR YOUR ADVISOR OR THROUGH OR FROM THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY AND INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD SCHWAB AND ITS AFFILIATES, AGENTS, EMPLOYEES, AND LICENSORS (INCLUDING THE THIRD PARTY SERVICE PROVIDERS) AND YOUR ADVISOR HARMLESS FROM ANY CLAIM, DEMAND, LOSS, COSTS OR EXPENSE, INCLUDING ATTORNEYS' FEES, MADE BY ANY PERSON ARISING OUT OF YOUR VIOLATION OF THIS OSA, STATE OR FEDERAL SECURITIES LAWS OR REGULATIONS, OR ANY OTHER PERSON'S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT OR VIOLATION OF ANY PROPRIETARY OR PRIVACY RIGHT.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL SCHWAB OR ITS AFFILIATES, AGENTS, EMPLOYEES, OR LICENSORS (INCLUDING THIRD PARTY SERVICE PROVIDERS) AND YOUR ADVISOR BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY SERVICE OR SITE, EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL SCHWAB OR ITS THIRD PARTY SERVICE PROVIDERS OR YOUR ADVISOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY ARISING IN CONNECTION WITH THE USE OF A SERVICE OR SITE, OR RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED BY SCHWAB OR YOUR ADVISOR. SCHWAB AND ITS THIRD PARTY SERVICE PROVIDERS AND YOUR ADVISOR WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF SCHWAB OR ITS THIRD PARTY SERVICE PROVIDERS OR YOUR ADVISOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES OR SITE; (ii) THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS; (iii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES OR SITE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY, EVEN IF THE THIRD PARTY HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICES. YOU AGREE THAT YOU WILL NOT IN ANY WAY HOLD SCHWAB RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS) IN CONNECTION WITH THE SERVICES OR SITE.

Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to you, and the respective liability of Schwab and its Third Party Service Providers, employees, distributors and agents and your Advisor is limited to the greatest extent allowable under applicable law in those states.

In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in this OSA, or any portions thereof, are unenforceable for any reason, or that any of your remedies under this OSA fail, then you expressly agree that under no circumstances will the total, aggregate liability of Schwab and its Third Party Service Providers, employees, distributors, agents or affiliates, and your Advisor to you or any party claiming by or through you for any cause whatsoever, exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.

All references to "Schwab" in this section shall include Schwab's affiliates and business units, including but not limited to Schwab Wealth Investment Advisory Inc.

RESTRICTIONS ON USE

Except as otherwise permitted by Schwab and your Advisor, no materials from the Services, Site, or any other site owned, operated, licensed or controlled by Schwab or your Advisor may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on the Services for non-commercial, personal use. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. You may not use, distribute, modify, transmit, or post the content of the Services for public or commercial purposes, including any text, images, audio, or video without Schwab's written permission.

TRADEMARKS AND COPYRIGHTS

The Services and Site are owned by Schwab or its affiliates or agents (including the Third Party Service Providers) or your Advisor 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, licensors or agents (including the Third Party Service Providers) or your Advisor. Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, and may not be affiliated with Schwab. Nothing contained in the Services or Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Services or Site without the written permission of Schwab, your Advisor, or such third party that may own the trademarks displayed on the Services or Site. Your use of the trademarks displayed on the Services or Site, or any other content in the Services or Site, except as provided herein, is strictly prohibited.

Images displayed through the Services or Site are either the property of, or used with permission by, Schwab or your Advisor. You are prohibited from using or authorizing the use of these images unless specifically permitted under the OSA. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Schwab has designated an agent to receive notifications of claimed infringement, as described within Schwab's Copyright Policy.

MODIFICATIONS, SUSPENSIONS AND TERMINATIONS OF SERVICES

Schwab and your Advisor reserve the right to modify or discontinue, temporarily or permanently, a Service or the Site (or any part thereof) with or without notice. You agree that Schwab and your Advisor will not be liable to you or to any third party for any modification, suspension or discontinuance of a Service or Site. Please keep in mind that extended periods of inactivity may also result in your enrollment in a Service being canceled. The license granted under the OSA will terminate if Schwab or your Advisor believes that any information provided by you, including your e-mail address, is no longer current or accurate, or if you fail to otherwise comply with any term or condition of the OSA and all Rules and Guidelines for each Service. Upon such violation, you agree to terminate access to the Services.

GOVERNING LAW

The OSA, and all future agreements you may enter into with Schwab, unless otherwise indicated on such other agreement, will be governed by the law of the state of California, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with Schwab or your Advisor in California or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the courts located within the City and County of San Francisco, California. If any part of the OSA is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

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