These Terms and Conditions ("Terms and Conditions") are for the Wellum ("Wellum") website, that are available through the Wellum Site and apply to all services, programs, information and products (collectively "Service") that you ("Client") may use or otherwise access from time to time through the Site ("Agreement").

USE OF SITES

Client agrees that any trade confirmation, account statement or other document delivered through the Sites by "clicking" on the designated spaces in or relating to such document shall be deemed to be "in writing" and to have been "signed" and delivered for all purposes by Client. Any record of such transaction or confirmation (including, without limitation, electronic records) shall be deemed to be "in writing." Client further agrees that it shall not contest the legally binding nature, validity or enforceability of any transaction, document or confirmation based on the fact that it has been executed by "clicking" on the designated spaces and expressly waives any and all rights it may have to assert such claim.

Wellum hereby grants to Client a worldwide, non-exclusive, non-sublicensable, non-transferable, non-assignable, personal right and license to access and use the Sites solely for Client's internal use in accordance with the terms of this Agreement. Client accepts the right and license granted herein to access and use the Sites solely in accordance with this Agreement and any rules or restrictions or procedures published by Wellum on the Sites from time to time. Client acknowledges and agrees that the Sites, and all intellectual property and proprietary rights therein and thereto, anywhere worldwide, including such rights in copyrights, trademarks, service marks, trade dress, patents, patent applications and trade secrets and other proprietary and/or confidential information (collectively, "IP"), are the valuable property of Wellum and/or its affiliates and licensors. Other than the license granted hereunder, Client obtains no rights to the Sites. Client may not access or use the Sites in any way that may infringe any IP right of Wellum or its Affiliates or licensors. Client promptly shall notify Wellum of any actual or threatened infringement or misappropriation of IP, or any portion thereof, of which it becomes aware. Client acknowledges and agrees that it will not use, or allow the use of the Sites in contravention of, and will comply with, any applicable laws, rules, regulations or interpretations (collectively, "Applicable Law").

Client agrees that it will not, and will not authorize or permit any person ("Authorized Person") under its control, under any circumstance to:
sell, lease, transfer, recirculate, republish, redistribute, make available or otherwise provide access to the Sites, or any portion thereof or data thereon, to any person other than its Authorized Persons, including through oral, written, or electronic means whether as a demonstration or otherwise;
photocopy, download or otherwise reproduce in any medium any portion of the Sites, except that Client may download into Client's internal computer system, or print a hard copy of, content on the Sites, in whole or in part, provided that, in each case, all copyright and other proprietary notices are retained and complied with; or alter, decompile or reverse engineer any software component of the Sites.
All cost and expense of equipment, operating platforms, and software necessary to access and use the Sites, and the maintenance thereof shall be the sole responsibility of Client.
No provision of these Terms and Conditions shall restrict Client from taking any action required by any Applicable Law, any self-regulatory organization or any governmental entity to which it is subject. Prior to taking any such action, Client shall, to the extent reasonably practicable given the then-current circumstances, notify Wellum in writing thereof and consult with Wellum regarding the steps to be taken to ensure compliance with Applicable Law.
CLIENT ACKNOWLEDGES AND AGREES THAT IT WILL BE RESPONSIBLE TO ENSURE THAT ANY ACTIVITY UNDERTAKEN BY CLIENT OR ITS AUTHORIZED PERSONS IN ANY JURISDICTION AND WITH ANY PERSON IN WHOLE OR IN PART ON OR THROUGH THE SITES IS IN COMPLIANCE WITH APPLICABLE LAW.
Client agrees to provide Wellum with all information, cooperation and assistance, documents and data as shall reasonably be requested by Wellum in order to enable Wellum to comply with any and all Applicable Law. Client understands and agrees that Wellum may report such information to regulatory authorities to the extent necessary, in its reasonable discretion, to comply with Applicable Law.

SECURITY

Wellum shall assign to each Authorized Person a unique User ID ("User ID") and a corresponding password and/or other access codes (each, an "Access Code") to enable Authorized Persons to access and use such functions within the Sites as Client shall authorize. Client shall (i) maintain, (ii) take appropriate steps to ensure that its officers and employees maintain, and (iii) inform all Authorized Persons of Client's obligation to maintain, the confidentiality of User IDs and Access Codes and the security of the Sites. Client shall not permit any person other than an Authorized Person to access or use the Sites on its behalf or to use any User ID or Access Code and shall educate and familiarize those Authorized Persons who access and/or use the Sites with Client's obligations under this Agreement. Client acknowledges and agrees that Client and/or its Authorized Persons may access the Sites through the World Wide Web or other Internet service which is not necessarily secure, and Wellum does not warrant that such system is secure. Client agrees to be bound by all communications (and the consequences thereof) placed on, executed through or facilitated by the Sites that are accompanied by a valid User ID and a valid Access Code assigned to Client or an Authorized Person. Upon becoming aware of, or if Client suspects, a technical failure or any improper access to or use of the Sites or Access Codes by any Authorized Person or other person, Client shall promptly notify Wellum of such occurrence, and shall, as promptly as practicable, to the extent any improper access or use is by an Authorized Person, take immediate actions to terminate such Authorized Person's access to and use of the Sites. Wellum reserves the right to limit or terminate Client’s or any Authorized Person’s access to and use of the Sites immediately and without notice.

NO OFFERS

Unless specifically identified as an offer to sell or a solicitation of any offer to buy, under no circumstances should any information on the Sites be used as or considered to be an offer to sell or a solicitation of any offer to buy the securities or any other instruments of Wellum or any other issuer. Offers can only be made where lawful under applicable law. Any information, services, or securities offered via the Sites are intended to be available only to residents of Argentina, Brazil, Canada, France, Germany, Hong Kong, Ireland, Japan, Italy, Korea, the Netherlands, Singapore, the United States and the United Kingdom. The viewing or distribution of the Sites may be restricted by law in certain jurisdictions. Persons using the Sites are required to inform themselves about and observe any legal restrictions on the use of the Sites and any restrictions set forth in the Sites. The Sites do not constitute an offer of, or a solicitation to purchase any securities in any jurisdiction in which such offer or invitation would be unlawful. If you wish to obtain further details about any information contained through the Sites, there are several areas on the Sites that will provide you with contact information.

DISCLOSURE OF INTEREST

Affiliates of Wellum may make a market or deal as principal in the securities mentioned in these Sites or in options based thereon. In addition, Wellum or its Affiliates, their shareholders, directors, officers and/or employees, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of Wellum or its Affiliates may be a director of the issuer of the securities mentioned at these Sites. Wellum or its Affiliates may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned on the Sites, or may from time to time perform consulting, advisory, lease, loan solicitation, digital exchange or other services for, or solicit digital exchange or other business from, mentioned companies.

ACCOUNT INFORMATION

Certain information from Client’s account(s) at Wellum or its Affiliates is accessible on the Sites and can be downloaded by Client ("Account Information"). While Wellum and its Affiliates believe that this Account Information will be accurate at the time of access and/or downloading by Client, this information may have certain technical flaws, typographical errors or other inaccuracies. Additionally, the Account Information is subject to immediate change resulting from market conditions, price fluctuations and other related factors. Wellum and its Affiliates expressly disclaim any responsibility or liability for the accuracy or use of such Account Information upon its being downloaded by Client and will not be liable for any difficulty, damage or inaccessibility of such information due to hardware or software incompatibility.

PRICING AND MARKET INFORMATION

Actual prices can be obtained only on a real-time, expressly agreed-upon basis. Any indicative valuations on the Sites are provided for information only. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by Wellum or its Affiliates to make such an offer. An indicative valuation may differ substantially from an actual value. Such estimates do not necessarily reflect Wellum’s or its Affiliates’ internal bookkeeping or theoretical model-based valuations. Certain factors, which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations may vary significantly from indicative valuations available from other sources. While Wellum and its Affiliates have obtained the information on which these evaluations are based from sources they believe are reliable, Wellum and its Affiliates make no representations or warranties with respect to any indicative valuations. Prior to the execution of a Transaction based upon the Content of these Sites, Client is advised to consult with its broker or other financial representative to verify pricing information.

HYPOTHETICAL OR PAST PERFORMANCE

Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight. Past performance is not indicative of future results; no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.

MATERIAL IN ITS ENTIRETY

All materials at these Sites are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, or any copyright or proprietary notices. Any disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

LINKED SITES

Certain hyperlinks on the Sites may link websites maintained by the Affiliates, which are not to be considered a part of the Sites. Certain other links on the Sites to non-affiliated third-party sites may contain information over which we have no control. We take no responsibility for the content, accuracy, content, completeness, timeliness, current value or any aspect of the information on these sites and disclaim any liability to Client for it or for any consequence of your decision to use the links provided or your use of such information. Links to non-Wellum sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites. We also disclaim all liability and make no representations or warranties for any products or services sold or provided to Wellum or its Affiliates by any third party. Your purchase of products or services through one of those other sites is subject to agreements and/or the terms and conditions in effect between Client and the providers of products and services at those other sites. Client agrees that it shall not bring a suit or claim against Wellum or its Affiliates arising from or based on your purchase or use of products or services through those other sites. Links do not imply that Wellum, its Affiliates or the Sites sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked sites is authorized to use any trademark, trade name, logo or copyright symbol of Wellum or its Affiliates.

CONTENT AND SERVICE AVAILABILITY

Wellum or its Affiliates may make changes to the Sites and reserves the right to do so without prior notice to you. Client acknowledges that not all products and services listed or discussed in the Sites are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by Wellum or its Affiliates.

CONSENT TO ELECTRONIC DELIVERY

You agree to receive certain documents and information provided by Wellum and its Affiliates through the Sites and/or through email provided to you via the Sites. This delivery will generally consist of certain Content on the Sites, and certain other documents relating to Wellum and its Affiliate’s business. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes and rules, where applicable, of the Securities and Exchange Commission, the National Association of Securities Dealers and any state or other jurisdiction. You acknowledge that you have the appropriate technological equipment to use the Sites and to receive email via the Internet and understand that your use of the Internet may incur certain operational costs such as monthly fees for a service provider. You agree to notify Wellum or the applicable Affiliate in the event that you no longer desire to receive content through this delivery procedure and will allow a reasonable amount of time to permit proper delivery to you through other means.

NO WARRANTY

Client acknowledges that any information provided through the Sites is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, all research, analysis and similar market information from non-affiliated third parties provided represent the views and opinions solely of the author or the indicated source. Wellum and its Affiliates do not independently verify the accuracy or completeness of such information, nor does Wellum and its Affiliates endorse any particular views expressed therein. Except for offering memoranda, Wellum and its Affiliates disclaim any liability to Client for this information or for any consequence of your decision to use it. Client agrees that it shall independently confirm any such information presented through the Sites before relying on such information. Wellum, its Affiliates and their respective employees, contractors, agents and various contributors to the Sites have no duty to correct or update any inaccurate or out-of-date information on the Sites.

Client acknowledges that it is acting for its own account, and it has made its own independent decisions to enter into a Transaction and as to whether a Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Client is not relying on any communication (written or oral) of Wellum or its Affiliates as exchange advice or as a recommendation to enter into a Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered exchange advice or a recommendation to enter into that Transaction. Further, Client has not received from Wellum or its Affiliates any assurance or guarantee as to the expected results of a Transaction.

COMPLIANCE WITH LAWS AND INDEMNITY

The Sites may be used only for lawful purposes. Client’s conduct may be subject to local, state, national and international laws. Client agrees that it and any of its Authorized Persons shall comply with this Agreement, applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which you are accessing and using the Sites.

Client agrees to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any content on the Sites subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisites government authorization. Client further agrees not to upload to the Sites any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. This assurance and commitment shall survive termination of these Terms and Conditions. Offices, residents and operations of your organization in Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria and any other countries that are the subject of sanctions by the United States Office of Foreign Asset Control or other general U.S. embargo restrictions are not permitted to access and use the Sites, and any such access and use is a violation of these Terms and Conditions.

Upon request by Wellum or its Affiliates, you agree to defend, indemnify and hold harmless Wellum, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of these Terms and Conditions for which you are responsible, or from third-party claims arising from your use of the Sites. Wellum and its Affiliates reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify Wellum or its Affiliates for its own violations of applicable laws.

FOR RESIDENTS OF BRAZIL:

The information contained here does not constitute a public offering or distribution of securities in Brazil and no registration or filing with respect to any securities or financial products available on the Sites has been made with Commisao de Valores Mobiliarios.

FOR RESIDENTS OF CANADA:

The information contained here does not constitute a public offering or distribution of securities in Canada or any of its provinces. No registration or filing with respect to any securities or financial products available on the Sites has been made with any regulatory agency thereof.

FOR RESIDENTS OF FRANCE:

The Sites do not constitute a solicitation to enter into a transaction involving financial instruments, is not being distributed in the context of a public offer in France within the meaning of Article L. 411–1 of the Monetary and Financial Code, and has thus not been submitted to the COB for prior approval and clearance procedure. Any offers, sales or distribution of financial instruments through the Sites shall only be made in France to qualified investors (investisseurs qualifi?s) as defined in and in accordance with Article L. 411-2 of the Monetary and Financial Code and d?cret no. 98–880 dated 1st October, 1998. The contents of the Sites may not be redistributed or reproduced (in whole or in part) by any User. The Sites are made available with the understanding that Users will make exchange decisions for their own account with the conditions set out in d?cret no. 98–880 dated 1st October, 1998. By using the Sites, Users undertake not to transfer, directly or indirectly, any financial instrument acquired through the Sites to the public in France, other than in compliance with applicable laws and regulation. Services hereunder may be provided by Banc of America Securities, Limited, as agent or otherwise.

FOR RESIDENTS OF GERMANY:

The Sites are made available only to professional investors as such term is defined in the Securities Sales Prospectus Act.

FOR RESIDENTS OF HONG KONG:

Access to the Sites is by invitation only to institutional investors. No information or material contained in the Sites is or should be construed as amounting to an offer to enter into any transaction or exchange whatsoever. The information on these Sites is provided by the Hong Kong branch of Wellum, N.A., and is compiled from information prepared by subsidiaries and affiliates of Wellum . Your agreement for the use of this Site is with the Hong Kong branch of Wellum, N.A.

FOR RESIDENTS OF IRELAND:

Access to the Sites is by invitation only to professional investors.

FOR RESIDENTS OF ITALY:

Access to the Sites is by invitation only to professional investors as defined in article 31 of CONSOB regulation no. 11522 of July 1, 1998.

FOR RESIDENTS OF JAPAN:

Access to the Sites is by invitation only to financial institutions as defined under the Law Concerning Foreign Securities Firms.

FOR RESIDENTS OF KOREA:

Access to the Sites is by invitation only to professional investors with a valid password. The information contained here does not constitute a public offering or distribution of securities in Korea.

FOR RESIDENTS OF NETHERLANDS:

Access to the Sites is by invitation only to professional market parties as defined in the Dutch Securities Transactions Supervision Act 1995. Securities or other instruments on these Sites are only offered to professional market parties.

FOR RESIDENTS OF SINGAPORE:

Access to the Sites is by invitation only to institutional investors. The information contained here does not constitute a public offering or distribution of securities in Singapore. The information in these Sites is provided by Wellum Singapore Limited and is compiled from information prepared by subsidiaries and affiliates of Wellum . Your agreement for the use of these Sites is with Wellum Singapore Limited.

LIMITATION OF LIABILITY

THE FOLLOWING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF LAWS RELATING TO THE OFFER AND SALE OF SECURITIES. YOU ACKNOWLEDGE THAT NEITHER Wellum, ITS AFFILIATES NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS MAKES ANY WARRANTIES OR GUARANTEES WITH RESPECT TO THE SITES, INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. Wellum, ITS AFFILIATES AND SUCH PERSONS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY (I) CLIENT'S USE OF OR RELIANCE ON THE SITES, OR (II) Wellum’s PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. Wellum DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SITES WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE. FURTHERMORE, Wellum WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SITES, OR FOR THE INCOMPATIBILITY BETWEEN THE SITES AND FILES AND THE USER'S BROWSER OR OTHER SITES ACCESSING PROGRAM. NOR WILL Wellum BE LIABLE FOR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND THE Wellum’s CONTROL. IN NO EVENT WILL Wellum, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of the Wellum, its officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with this agreement to the extent permitted by law.

Neither Wellum, its Affiliates nor any of their officers, directors, employees, agents, contractors or other suppliers shall be liable in any way, and you agree to indemnify and hold harmless Wellum, its Affiliates and such persons for (1) any inaccuracy, error, or delay in, or omission of (a) any information on the Sites, or (b) the transmission or delivery of any information on the Sites; (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay, or omission, (b) non-performance, (c) interruption of use of the Sites due either to any negligent act or omission by Wellum, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers or to any "force majeure" (i.e., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction) or any other cause beyond the control of the Wellum, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers. You understand that Wellum accepts no responsibility for security of information on the Internet.

UK CONDITIONS

Wellum Securities Limited has approved the Sites for the purpose of Section 57 of the Financial Services Act of 1986. Banc of America Securities Limited is regulated for the conduct of exchange business in the United Kingdom by the Securities and Futures Authority Limited. No access to the Sites shall be given in the United Kingdom to Private Customers, as that term is defined under the rules of The Securities and Futures Authority Limited; and any exchanges will not be made by us to any Private Customer.

CHANGES TO AGREEMENT

Wellum may make changes to this Agreement at any time, without prior notice to you. Your continued use of the Sites indicates your continued agreement to be bound by this Agreement, as changed from time to time. You should view these Terms and Conditions often to stay informed of changes that may affect you.

GOVERNING LAW

This Agreement shall be governed by and construed under the law of the State of New York and the Federal law of the United States. You hereby consent and submit to jurisdiction in the Federal or state courts of the State of New York, U.S.A. You hereby irrevocably waive your rights to a jury trial.

THIRD-PARTY LICENSORS

The Sites may, from time to time, provide Client with various licensed programs ("Licensed Programs") from third-party vendors ("Vendors") which have been licensed by Wellum for Client use and/or which require Client to sign a third-party license agreement ("License Agreement"). In using the Licensed Programs, Client agrees that it will protect any confidential information of Wellum, its Affiliates or Vendors contained in the Licensed Programs; restrict the use of the Licensed Programs by Client solely to conditions agreed upon in the Agreement and the License Agreement; restrict the copying of Licensed Programs to that number reasonably required for Client use and backup purposes include Wellum and Vendor copyright and all other proprietary notices in the use of all Licensed Programs; prohibit the sale, relicensing, leasing, rental, lending and transferring of Licensed Programs; prohibit, and take reasonable measures to prevent, the decompiling, disassembly, reverse engineering or modification of Licensed Programs; comply with all export laws in respect of Licensed programs; disclaim any liability on the part of Vendors for damages, liabilities, costs or expenses incurred by Client in the use of License Programs; and make all vendors a third-party beneficiary of all Client waivers, disclaimers, limitation of liabilities, confidentiality and IP provisions contained in the Agreement.

FURTHER INFORMATION

"Wellum " is the marketing name for the global digital exchange and global markets businesses of Wellum. Lending, derivatives and other commercial exchange activities are performed globally by banking affiliates of Wellum, including Wellum, N.A., member FDIC. Securities, strategic advisory, and other digital exchange activities are performed globally by digital exchange affiliates of Wellum ("digital exchange Affiliates"), including, in the United States, all of which are registered as broker-dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. exchange products offered by digital exchange Affiliates: Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed.