THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA (EXCEPT FOR YOUR OWN DATA) CONTAINED WITHIN THE MERCER DYNAMIC DE-RISKING SOLUTION SYSTEM, TOGETHER WITH ANY ASSOCIATED ITEMS THAT WERE PROVIDED TO YOU (the “Software”), ARE AND REMAIN THE PROPERTY OF MERCER (US) INC. (“MERCER”). YOU ARE LICENSED TO USE THEM ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THE FOLLOWING LICENSE AGREEMENT.

BY PROCEEDING AND ACCESSING THE SOFTWARE, YOU INDICATE YOUR ACCEPTANCE ON BEHALF OF YOUR EMPLOYER OF THE TERMS AND CONDITIONS AS SET OUT IN THIS LICENSE AGREEMENT FOR THIS SESSION AND ALL FUTURE SESSIONS IN WHICH YOU USE THE SOFTWARE, AND, ACCORDINGLY, REFERENCES TO "YOU" MEAN REFERENCES TO YOUR EMPLOYER.

YOU SHOULD THEREFORE READ THE LICENSE AGREEMENT CAREFULLY BEFORE ACCESSING THE SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU CANNOT ACCESS THE SOFTWARE AND YOU SHOULD PROMPTLY RETURN TO MERCER ALL MATERIALS PROVIDED TO YOU WHICH ARE PART OF, OR ASSOCIATED WITH, THE SOFTWARE, IF ANY.

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND MERCER AND IT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR REPRESENTATIONS YOU RECEIVED RELATING TO THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO YOUR ACCESS TO, AND USE OF, THE SOFTWARE. NOTWITHSTANDING THE FOREGOING, IF YOUR USE OF THIS SOFTWARE IS PURSUANT TO ANOTHER LICENSING AGREEMENT SIGNED BY BOTH YOU AND MERCER, SUCH AGREEMENT SUPERSEDES AND SHALL APPLY INSTEAD OF THE FOLLOWING TERMS AND CONDITIONS.

Mercer grants you a limited, non-exclusive license to use the Software on personal computers or a local area network in the normal places of business of your company.

The Software is for your internal use only in the conduct of your own business. You and your authorized third parties, as defined below, are authorized to use the Software only in connection with the reporting of data directly relating to asset allocations and estimated funding levels. THE SOFTWARE MAY NOT BE COPIED, MODIFIED, SOLD, OR OTHERWISE PROVIDED, IN WHOLE OR IN PART, TO ANY OTHER PERSON OR ENTITY WITHOUT MERCER’S WRITTEN PERMISSION, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

This license is effective until terminated by you or Mercer. You may terminate this Agreement at any time by notifying Mercer in writing at least thirty (30) days in advance and returning any Software in your possession together with all copies in any form, if any. Mercer may terminate this Agreement immediately if you fail to comply with any term or condition of this Agreement, or upon thirty (30) days written notice to you, at its sole discretion. You agree upon any such termination to return any Software in your possession together with all copies in any form.

Throughout the term of the Agreement, Mercer will provide reasonable technical support to your employees. The level of technical support will be at Mercer’s sole discretion. All requests for application support should be sent to MIMClientService@mercer.com, which will be monitored during normal US business hours. Application support will only be provided to designated company representatives (two per licensee).

MERCER MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE OR ANY PART THEREOF, AND DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND/OR FREEDOM FROM COMPUTER VIRUS. YOU ACCEPT THE SOFTWARE “AS-IS.” MERCER DOES NOT WARRANT THE USE OF THE SOFTWARE IN ANY SPECIFIC SITUATION OR FOR ANY SPECIFIC APPLICATION NOR DOES MERCER WARRANT THAT THE WEB SITE WILL BE ACCESSIBLE AT ALL TIMES OR THAT IT WILL BE ERROR FREE. MERCER ASSUMES NO RESPONSIBILITY FOR THE INTEGRITY OR EFFECTIVENESS OF ANY ENCRYPTED DATA, NOR WILL MERCER GUARANTEE THAT AN ENCRYPTION ALGORITHM WILL BE INDECIPHERABLE. MERCER MAKES NO CLAIMS OR WARRANTIES REGARDING THE VIABILITY, INTEGRITY OR INVINCIBILITY OF THE ENCRYPTION USED, NOR WILL MERCER ACCEPT RESPONSIBILITY FOR THE SUCCESS OR FAILURE OF THE SERVER TO PROPERLY ENCRYPT DATA. BY USING THE SOFTWARE AND THE WEB SITE, YOU ASSUME ANY RISKS THAT THE ENCRYPTION MAY BE DECIPHERABLE. MERCER ASSUMES NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS.

THE SOFTWARE PRESENTS INFORMATION REGARDING ASSET ALLOCATIONS AND ESTIMATED FUNDING LEVELS BASED IN PART ON A SET OF SPECIFIC ASSUMPTIONS AND SCENARIOS PROPRIETARY TO MERCER, AND DOES NOT PREDICT FUTURE EVENTS NOR THE LIKELIHOOD OF ANY PARTICULAR SCENARIO OCCURRING. YOU AGREE THAT THE DATA PROVIDED THROUGH THE USE OF THE SOFTWARE ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED NOR IMPLIED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE. IN NO EVENT WILL MERCER BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON THE RESULTS OBTAINED THROUGH THE USE OF, OR THE INFORMATION CONTAINED IN OR PROVIDED BY THE SOFTWARE. THE LIABILITY OF MERCER, OUR AFFILIATES, AND ANY OFFICER, DIRECTOR OR EMPLOYEE OF OURS AND OUR AFFILIATES TO YOU, YOUR AFFILIATES, YOUR OFFICERS, DIRECTORS OR EMPLOYEES OR THOSE OF YOUR AFFILIATES OR TO ANY THIRD PARTY (INCLUDING ANY BENEFIT PLAN, ITS FIDUCIARIES OR ANY PLAN SPONSOR) FOR ANY AND ALL CLAIMS CONCERNING PERFORMANCE OR NON-PERFORMANCE BY MERCER OR ITS AGENTS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE SHALL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF $100,000 AND THE FEES PAID BY YOU TO MERCER SPECIFICALLY AND EXCLUSIVELY FOR YOUR ACCESS TO THE SOFTWARE, IF ANY, FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM OR CLAIMS ARISE. IN NO EVENT SHALL MERCER BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, BASED ON ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH THE USE OR INTERPRETATION OF THE INFORMATION ON THE SOFTWARE OR ANY INFORMATION ON A LINKED SITE, THE INABILITY TO USE SUCH INFORMATION, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF MERCER, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

You should be aware that the Internet is not yet a fully secure medium, and therefore confidentiality cannot be totally guaranteed. Mercer will not be liable for any harm or damage you may experience by sending privileged or confidential information to it over the Internet or by e-mail. The performance of the Internet may fluctuate and will be limited by the bandwidth of your connection to the Internet. Mercer makes no warranties or claims as to the performance of the Software in your computer environment.

The Software, including, without limitation, the information contained therein (except for your own data), its table structures, queries, and reports, their arrangement, organization, and methods of interactions, the algorithms and other database artifacts, the site’s structure, all textual and graphical materials, and all technical information and other content appearing on this site and their modifications and enhancements are confidential and trade secret information that is proprietary to and owned solely by Mercer, together with all related copyrights and trademarks. Mercer retains the exclusive and sole ownership and all related intellectual property rights. You agree to hold all such proprietary and confidential information of Mercer in strictest confidence. You may not provide any of Mercer’s proprietary and confidential information in any form to any person except to your employees or Authorized Third Parties (as defined herein), or to Mercer’s employees who need access to the information to facilitate your licensed use of the Software. No part of the Software or this site may be copied, reproduced, republished, modified, uploaded, posted, framed, transmitted, or distributed in any way, nor may any part be decompiled, reverse engineered, or disassembled. You agree to indemnify Mercer for any and all loss, damage, or liability incurred by Mercer as a result of a breach by you or any of your Authorized Third Parties of any or all of the obligations contained in this Section. Nothing contained herein shall be deemed to confer by implication, estoppel, or otherwise, any license or any other grant of right to use any trademark, copyright, or any other intellectual property right of Mercer or any third party. The “Mercer” name and the names of our products referred to in this site are our trademarks. All other product and company names belong to their respective owners.

To the extent you request that Mercer include any of your names, logos, trademarks, services marks and the goodwill associated therewith (collectively, the “Marks”) as part of your licensed use of the Software, you grant to Mercer a non-exclusive license to use such Marks in connection with such use of the Software. Mercer agrees that except for such use, it has no rights in the Marks or the goodwill associated therewith pursuant to this Agreement. Mercer agrees that nothing in this license gives Mercer any right, title or interest in the Marks other than the right to use the Marks in accordance with this Agreement.

Mercer will regard and preserve as confidential your information and data contained in the Software. Mercer’s access to your information contained in the Software pursuant to this Agreement shall only be for the purposes of providing you services related to your use of the Software and for maintenance and technical support. Mercer will not, without first obtaining your written consent, disclose to any third party, other than your Authorized Third Parties, or use for Mercer’s benefit any such information or data except as provided herein or otherwise agreed in writing by you and Mercer or its affiliates.

Subject to your provision of written notice to Mercer, and your subsequent receipt of Mercer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, you may grant permission to “Authorized Third Parties” to access the Software for the sole purpose of viewing data as authorized by you. For purposes of this Agreement, an “Authorized Third Party” shall mean a party that (i) is providing services to you related to asset allocations and funding levels, and (ii) agrees or has agreed in writing to confidentiality/nondisclosure obligations equivalent to those contained in this Agreement. Your notice to Mercer shall include the name of the individual being granted access, the employer of that individual, and the specific plans to which the individual is being granted access. Under no circumstances shall an Authorized Third Party be given rights to establish new user accounts. You agree to indemnify Mercer for any and all loss, damage, or liability incurred by Mercer as a result of a breach by your Authorized Third Parties of any or all of the obligations contained in this Agreement.

Access to and use of the Software may not be provided by you to anyone for use in any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations. Furthermore, you will comply with any import laws, rules and regulations of the countries and jurisdictions where you access and use the Software or receive copies of any technical information or other materials. You agree to indemnify Mercer and hold Mercer harmless from any fines or other penalties, as well as any tariffs, import or export taxes, levied with respect to the Software by jurisdictions in which you access and use the Software, or from which you export the Software, or for any violation of the requirement not to provide access to and use of the Software for use in any country prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations.

This Agreement is made on the basis that each party is entitled to assume that the other has complied with its obligations arising from the data protection and privacy laws in force from time to time to the extent that those obligations are relevant to this Agreement. To the extent that Mercer processes personal data controlled by you, Mercer confirms that it will act only on your instructions. Mercer also confirms that it has taken appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Such safeguards shall include, but not are limited to, (a) access controls, including password change controls, to ensure access to information resources is granted on a need to know and least privilege basis, (b) device and software management controls to guard against viruses and other malicious or unauthorized software, (c) appropriate encryption safeguards as may be required, and (d) facility access and protection controls to limit physical access to information resources and guard against environmental hazards (e.g., water or fire damage).

The Software and documentation are provided with Restricted and Limited Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in DFAR Section 252.227-7013 or FAR Section 52.227-19, as applicable, and additional restrictions set forth in this Agreement. Contractor/Manufacturer of the Software is Mercer (US) Inc., 462 South Fourth Street, Suite 1100, Louisville, Kentucky 40202, USA.

Each party hereby irrevocably agrees that this license agreement and any controversy or claim of whatever nature arising out of or relating to it or breach thereof shall be construed, interpreted and governed by the laws of the State of New York in the United States of America, excluding its conflict of law rules, without regard to the United Nations Convention on Contracts for the International Sale of Goods and any amendments thereto, the application of which is expressly excluded. Jurisdictional venue for any proceedings involving this agreement shall be in the United States Federal Courts for the Southern District of New York. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY MERCER OR ITS AFFILIATES. THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY AGREES NOT TO INCLUDE ANY EMPLOYEE, OFFICER, DIRECTOR OR TRUSTEE OF THE OTHER AS A PARTY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO SUCH DISPUTE.

It is the intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permitted by applicable law. To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified deleted or interpreted in such a manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making this Agreement as modified, enforceable and the balance of this Agreement shall not be affected thereby, the balance being construed as severable and independent.

ACCESS TO THE SOFTWARE IS LICENSED ONLY TO YOU. YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF THE ACCESS TO THE SOFTWARE, ON A TEMPORARY OR PERMANENT BASIS, WITHOUT THE PRIOR WRITTEN CONSENT OF MERCER.

Should you have questions regarding this Agreement, you may contact Mercer by writing to MIMClientService@mercer.com.