Engagement Management Platform Terms of Use

THESE TERMS OF USE ARE IMPORTANT AND CONTAIN MANY LEGAL DISCLOSURES THAT YOU SHOULD READ CAREFULLY. BY ACCESSING AND USING THE EMP, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE; (B) ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE; AND (C) UNDERSTAND AND INTEND THESE TERMS OF USE TO BE A SIGNED, WRITTEN CONTRACT, BINDING UPON YOU AND/OR THE COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF YOU HAVE AGREED TO THESE TERMS OF USE. THESE TERMS OF USE ARE IN ADDITION TO, AND NOT IN PLACE OF, ANY OTHER AGREEMENT(S) BETWEEN YOU AND GLASS LEWIS. IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS OF USE AND SUCH AGREEMENT(S), THE OTHER AGREEMENT(S) WILL CONTROL AND GOVERN.

Glass Lewis, subject to the provisions of this paragraph, reserves the right to change these Terms of Use in its sole discretion at any time. The most recent version of these Terms of Use (as may be amended by Glass Lewis from time to time) will be available at www.glasslewis.com/emp-terms-of-use/ and/or otherwise presented or made available to you in the EMP. You acknowledge and agree that either or both of these notification methods constitute adequate notice to inform you of any changes to these Terms of Use and you further agree to be bound by any such amendments to these Terms of Use upon such notification. It is your responsibility to regularly check these Terms of Use and/or the EMP to determine if there have been changes to these Terms of Use and to review such changes. YOUR CONTINUED USE OF THE EMP FOLLOWING SUCH NOTICE SHALL BE CONCLUSIVELY DEEMED YOUR ACCEPTANCE OF ANY CHANGES TO THESE TERMS OF USE. Except as set forth above, any amendments or additions to these Terms of Use must be made in writing and duly signed by both parties to be valid.

1. Services and Access

1.1 You acknowledge and agree that the EMP and Content: (a) are for informational purposes only, are not intended for use by retail investors, and do not contain investment advice; and (b) do not constitute a solicitation, recommendation, endorsement, or offer by Glass Lewis or Esgaia to buy, sell, subscribe for, exchange, redeem, hold or underwrite a particular investment. You further acknowledge and agree that: (x) you assume the sole responsibility of evaluating the merits and risks associated with the use of the EMP and Content; (y) you possess sufficient knowledge and experience, and use your own judgement, prior to using, in any manner, the EMP and Content; and (z) your use of the EMP does not relieve you from, and neither Glass Lewis nor Esgaia assumes or takes any responsibility for, any fiduciary duties owed by you to any third party under any applicable laws, rules, or regulations.

1.2 Additionally you shall take all commercially reasonable security measures to ensure that you do not transmit any harmful viruses, trojans, worms or other malicious software (collectively, “Malicious Code”) to or through the EMP. You must promptly inform Glass Lewis in the event of suspicion of such Malicious Code.

1.3 You may not store, distribute or otherwise make available to or through the EMP (a) content, data, or information that infringes or misappropriates the intellectual property or proprietary rights of any third party, or (b) content, data, or information that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable or unlawful. Additionally, you may not engage in any activities in connection with the EMP that are illegal, violate the rights of others, or may otherwise be harmful to others, Glass Lewis’s or Esgaia’s operations or reputation, including engaging in behavior that is or reasonably appears defaming, defrauding, degrading, intimidating, or threatening to anyone for any reason.

1.4 Glass Lewis may, at any time and in its sole discretion, make changes, including the implementation of updates and new versions and/or the removal of any features of functionalities of the EMP. If Glass Lewis reasonably believes that any of the foregoing may lead to inconveniences for you, Glass Lewis shall provide you with advance written notice of the same as soon as reasonably practicable. If any removed feature or functionality is subject to any separately itemized fees, you will be entitled to receive a prorated refund of any fees prepaid for such feature or functionality.

​1.5 Glass Lewis has the right to restrict, suspend, or terminate your access to the EMP if: (a) you materially violate these Terms of Use or the Acceptable Use Policy (as described below); (b) in the event of the actual or reasonably suspected introduction or transmission of Malicious Code to or through the EMP; (c) your continued use of the EMP, in Glass Lewis’ sole discretion, could cause Glass Lewis to be in violation of applicable laws, regulations, or standards, or in a conflict of interest, or to suffer damage to its reputation or standing; and (d) it is otherwise required, in Glass Lewis’s or Esgaia’s reasonable discretion, for maintenance, operational, safety, security, or other technical reasons. If Glass Lewis exercises its rights in accordance with the foregoing, Glass Lewis shall provide you notice as soon as reasonably practicable.

1.6 You acknowledge and agree that you are the sole person authorized by Glass Lewis to access and use the EMP via your username and password. As a result, you are solely responsible for maintaining the confidentiality of your login information. Sharing your login information with any third party is strictly prohibited. You agree to notify Glass Lewis immediately if you become aware of any loss or theft or unauthorized use of your username and password, or any unauthorized use of your account. Shared or general logins not tied to an individual are prohibited by these Terms of Use and are otherwise highly discouraged as they are also in contradiction to Glass Lewis’ standard use and security procedures. In such cases, you acknowledge and agree that Glass Lewis cannot provide logging or audit tracking of who has access to the system and data, and that it is not Glass Lewis’ responsibility to do so. You further acknowledge and agree

that you will be responsible for all activities that occur under your login information. Glass Lewis and Esgaia reserve the right to view, monitor, and record your activity and use of the EMP without notice to, or permission from, you, to the fullest extent permitted by applicable law.

1.7 You acknowledge that there may be interruptions in service or events that are beyond Glass Lewis’ control and, while Glass Lewis and Esgaia endeavor to use commercially reasonable efforts to keep the EMP accessible and available, the EMP, or any part thereof, may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of Glass Lewis’ control, your access to and use of the EMP may be interrupted, suspended, or terminated.

1.8 Additionally, you acknowledge and agree that neither Glass Lewis nor Esgaia can or does control the security of the Internet or other networks you may use to access or use the EMP, and that neither Glass Lewis nor Esgaia is, or can be, responsible for: (a) the security of information you choose to communicate with Glass Lewis or access from the EMP, while such information is being transmitted; or (b) any data lost during transmission.

1.9 You acknowledge and agree that you have read and separately agreed to the “Acceptable Use Policy”, which is incorporated herein by this reference, and that your use of the EMP shall, at all times, be subject thereto.

1.10 Glass Lewis may, in its sole discretion, provide you with limited-time, no-cost access to the EMP or certain features or functionality thereof (each, an “EMP Trial”). During any such EMP Trial Glass Lewis reserves the right, in its sole discretion, to limit the features or functionality available to you as part of the EMP, the number of users that may access and use the EMP, as well as to restrict the Content that is available to you and/or that you may generate from the EMP. Notwithstanding anything to the contrary in these Terms of Use, you shall not transfer or transmit any Personal Data to the EMP during any EMP Trial. For the avoidance of doubt, any EMP Trial shall be subject to, and governed by, these Terms of Use.

2. License

Glass Lewis grants you a non-exclusive, non-sublicensable, revocable, non-transferable limited license to access and use the EMP, conditioned on your continued compliance with these Terms of Use. You agree that you may access and use the EMP solely for your internal business purposes and that, unless expressly authorized by Glass Lewis in writing, you are strictly prohibited from allowing any other person or entity to access or use the EMP. You agree that you will not use the EMP for any illegal or unlawful purposes or in any way that contravenes the rights of Glass Lewis, Esgaia, or any third parties. For the sake of clarity, the foregoing restrictions shall not apply to any Content or other outputs of the EMP developed exclusively from your own Client Data (as defined below) nor to any records of your engagements, past, present, or future, extracted by you from the EMP.

3. Proprietary Rights

You acknowledge and agree that as between you and Glass Lewis: (a) Glass Lewis owns, or has licensed from Esgaia, and retains all proprietary rights in the EMP; (b) the EMP contains copyrighted material, trademarks, and other proprietary information of Glass Lewis, its affiliates, and its licensors; (c) except as otherwise expressly agreed to in writing by you and Glass Lewis, nothing in these Terms of Use shall be construed as transferring or assigning any such ownership rights to you or any other person or entity; and (d) you may not remove, alter, or obscure any copyright, legal, or proprietary notices in or on any portions of the EMP.

4. Client Data

4.1 You acknowledge and agree that you are solely responsible for: (a) providing, or instructing your agents to provide, Glass Lewis and/or Esgaia, on a timely basis, all information, documents, and files, including any third-party data or information (e.g., third-party proprietary securities identifiers) necessary for your use of the EMP, in the format requested by Glass Lewis or Esgaia (“Client Data”); and (b) ensuring Glass Lewis and/or Esgaia continue to receive accurate, complete, and up-to-date Client Data for the duration of your use of the EMP. In no event shall Glass Lewis or Esgaia be held liable for any damages resulting from inaccurate, incomplete, or obsolete Client Data delivered to Glass Lewis.

4.2 You further represent and warrant that: (a) you own the Client Data and/or have obtained all licenses, rights, and consents necessary to provide the Client Data to Glass Lewis and Esgaia and to permit Glass Lewis and Esgaia to collect, process, and use such Client Data for purposes of providing you with the services of the EMP; and (b) you are solely responsible for obtaining and maintaining any rights, licenses, or consents that may be required for your input, upload, or storing of any third-party proprietary securities identifiers in the EMP.

5. Confidentiality

5.1 Both you and Glass Lewis understand and agree that in the provision and use of the EMP each of us may have access to confidential and proprietary information of the other, including (a) information and materials concerning the disclosing Party’s products, technology, services, finances, personnel, business practices, processes, and policies; (b) all other information marked as proprietary and confidential by one of us and provided to the other; (c) as it relates to Glass Lewis, any personal data or contact information of any third party (“Personal Data”) provided or otherwise made available to you; and (d) as it relates to you, portfolio holdings and securities related information provided to Glass Lewis or Esgaia by you or your agents (items (a) through (d) above collectively referred to herein as “Confidential Information“).

5.2 Each of us agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall maintain the confidentiality and secrecy of the Confidential Information received from the disclosing party; (c) it shall use the Confidential Information only as expressly allowed in connection with the EMP or as otherwise permitted in writing by the disclosing party; (d) it shall not copy, publish, disclose to others, or use (other than pursuant to the terms hereof) the Confidential Information; (e) it shall limit any disclosure to its employees who have a need to know such information to perform their obligations with respect to the EMP and/or these Terms of Use; and (f) it shall return or destroy all copies of Confidential Information upon the written request of the disclosing party; provided, however, that the receiving Party shall not be required to destroy: (x) any deleted Confidential Information of the disclosing party contained in any files on hard drives, servers, or other electronic storage media that are recoverable after deletion; (y) any electronic records containing Confidential Information of the disclosing party which have been created pursuant to automatic archiving or backup procedures; or (z) any Confidential Information the receiving party may be required to retain by applicable law, rules or regulations or its bona fide generally-applicable internal document retention and/or recordkeeping policies; and provided further that the receiving party shall continue to maintain the confidentiality of such Confidential Information in accordance with the terms hereof.

5.3 The foregoing restrictions on Confidential Information shall not apply to any information to the extent it: (a) is or becomes generally known or available through no act or omission on the part of the receiving party in violation of these Terms of Use; (b) is disclosed to third parties by the disclosing party without restriction on such third parties; (c) is disclosed to the receiving party by a third party, who, to the knowledge of the receiving Party, does not have an obligation of confidentiality with respect thereto; (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (e) is released from confidential treatment by written consent of the disclosing party.

5.4 Additionally, if any Confidential Information is required to be disclosed pursuant to law, a valid court order, arbitration proceeding or decision, or a valid administrative or regulatory decision, proceeding, request, or examination (collectively, a “Legal Obligation”), the receiving party shall, to the extent legally permissible, provide prompt written notice of such requirement to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy. The receiving party shall also cooperate with the disclosing party, to the extent reasonable and appropriate and at the disclosing party’s expense, if the disclosing party chooses to oppose or to seek to restrain such disclosure. If the disclosing party fails to obtain a protective order or other injunctive relief, the receiving party may disclose only that information which its counsel reasonably advises it is compelled to disclose.

5.5 In the event of a material breach by either of us of these Confidentiality provisions, the non-breaching party shall be entitled to seek injunctive relief, a decree for specific performance, and any other relief allowed under applicable law.

6. Data Protection

Glass Lewis shall take commercially reasonable technical and organizational measures to maintain the security of the Client Data and protect it against accidental loss or unlawful destruction, alteration, disclosure or access. Additionally, Client shall take commercially reasonable technical and organizational measures to maintain the security of the Personal Data and protect it against accidental loss or unlawful destruction, alteration, disclosure, or access. Furthermore, each of us agrees to comply with any Privacy and Data Protection Laws in the performance of our obligations hereunder and/or the provision and use of the EMP. For purposes of this Agreement, “Privacy and Data Protection Laws” shall refer to all applicable laws, rules, directives, and regulations, worldwide, pertaining to data privacy and protection.

7. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT YOUR ACCESS TO OR USE OF THE EMP IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE EMP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GLASS LEWIS AND ITS AFFILIATES, ESGAIA, AND ALL THIRD-PARTY LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN AND TO THE EMP. NEITHER GLASS LEWIS OR ITS AFFILIATES, ESGAIA, NOR ANY THIRD-PARTY LICENSORS AND SUPPLIERS WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTIBILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF THE EMP, NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR ACCESS TO OR USE OF THE EMP.

8. Limitation of Liability

IN NO EVENT WILL GLASS LEWIS, ITS THIRD-PARTY LICENSORS AND SUPPLIERS, ESGAIA, AND EACH OF THEIR RESPECTIVE AFFILIATED AND RELATED ENTITIES, AGENTS, CONTRACTORS, DIRECTORS, EMPLOYEES, MANAGERS, OFFICERS, REPRESENATIVES, SHAREHOLDERS, AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “COVERED PARTIES”) BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF THE ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE RESEARCH PORTAL OR THE CONTENT.

9. Indemnification and Release

You agree to defend, indemnify, and hold harmless the Covered Parties from and against all claims, investigations, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and defense costs) arising out of any third-party claims based on or related to your access to or use of the EMP, or any breach by you of these Terms of Use. To the extent permitted under applicable law, you hereby release and discharge the Covered Parties from any and all claims or liability related to any act or omission by you, or on your behalf, in connection with or otherwise related to these Terms of Use or your access to or use of the EMP, including, without limitation, your failure to comply with applicable law and/or these Terms of Use.

10. Effect of Termination

10.1 Glass Lewis shall delete all Client Data and other Confidential Information provided by you to Glass Lewis or otherwise through or in connection with the EMP, within a reasonable time, but no sooner than ninety (90) days, following expiration or termination of this Agreement. For the avoidance of doubt, the foregoing shall not apply to the extent: (a) Glass Lewis is directed by you, in writing, to continue to retain such Client Data and/or Confidential Information, or to delete such Client Data and/or Confidential Information sooner; (b) Glass Lewis is required to retain such Client Data and/or Confidential Information by any applicable law, rule, or regulation; (c) Glass Lewis is required to retain such Client Data and/or Confidential Information in accordance with its bona-fide, generally-applicable, internal document-retention and/or recordkeeping policies, including a legal hold or similar process related to any pending, threatened or reasonably foreseeable lawsuit, investigation, or audit; or (d) such Client Data and/or Confidential Information remains in any files on hard drives, servers, or other electronic storage media that are recoverable after deletion, or which have been created pursuant to Glass Lewis’ automatic archiving or backup procedures. In the event of any of items (a) through (d) above, Glass Lewis shall continue to maintain the confidentiality of such Client Data and/or Confidential Information in accordance with these Terms of Use, including Section 5 above, and shall promptly delete such Client Data and/or Confidential Information following the time it is allowed to do so and such deletion is reasonably practicable.

10.2 All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitation of liability, and dispute resolution.

11. Dispute Resolution

You agree to resolve any claim, cause of action, or dispute you may have with Glass Lewis arising out of or relating to these Terms of Use or the EMP exclusively in the U.S. District Court for the Northern District of California or a state court located in San Francisco County, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims, causes of action, or dispute. The laws of the State of California will govern these Terms of Use, as well as any claim that might arise between you and Glass Lewis, without regard to conflict of law provisions.

12. Miscellaneous

Any rights not expressly granted herein are reserved. The failure of Glass Lewis to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Glass Lewis shall not be liable for any default or delay in the performance of its obligations under these Terms of Use due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond Glass Lewis’ reasonable control. You and Glass Lewis are independent contractors; nothing in these Terms of Use is to be construed to create a joint venture, partnership, franchise, or an agency relationship between us; and neither of us has the authority, without the other’s prior written consent, to bind or commit the other in any way. The headings preceding the text of any of the sections these Terms of Use are for purposes of reference only and shall not limit or otherwise affect the meaning of such sections or these Terms of Use. Any use of a gender shall include all genders. Any use of a singular number shall include the plural, and vice versa. Any use of the word “including” shall be interpreted to mean “including, but not limited to,” unless otherwise expressly indicated. References to any party, including you, Glass Lewis, and Esgaia, shall be construed to mean such party and its successors in interest and permitted assigns, as applicable.

Effective Date: November 4, 2022

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