THE WEBSITE IS PROVIDED TO YOU SUBJECT TO YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. YOUR CONTINUED USE OF THE WEBSITE WILL INDICATE YOUR AGREEMENT TOBEBOUNDBY THESE TERMS.

This Services Agreement and Terms of Use (this “Agreement” or “Terms”) sets forth the terms and conditions for your (the “Participant” or “Customer”) use of this website (the “Website”), in accordance with the terms and conditions of this Agreement. The Website is operated by The TIFIN Group and its subsidiaries (“TIFIN”, “Company”, “we”, “us”, or “our”). In addition, and as set forth further below, if you choose to use certain Services on the Website, you not only agree to the Terms, but also to the applicable terms of service for any TIFIN agent, third party vendor or licensor (together, “Third Party Service Providers”). Delivery of the Website is conditioned upon completion of the Customer onboarding process as required.

For the avoidance of doubt, these Terms and the applicable privacy policy may be accepted electronically, and it is the intention of all parties that such acceptance shall be deemed to be as valid as an original signature. If any term or condition of this Agreement or the terms of service for any Third Party Service Providers is unacceptable to you, please do not visit, access, or use the Website.

NOTICE: TIFIN does not provide direct donor-advised-fund services. Donations to a donor advised fund are irrevocable. You should carefully consider whether donating to a donor advised fund is suitable for you in light of your financial condition. By using the Website, you acknowledge and agree that you are aware of, and assume, all risks associated with any donation or investment of assets, and you are solely responsible for conducting your own independent analysis of the risks specific to investments and donations. Investments made pursuant to an investment recommendation may increase or decline in value. TIFIN is not responsible or liable for any such risks or adverse outcomes.

In exchange for using the Website, you hereby agree not to hold TIFIN or its Third Party Service Providers liable for any possible claim for damages arising from any decision you make based on information made available to you through the Website. By utilizing the Website, you acknowledge your receipt and understanding of the Terms.

TIFIN reserves the right to, in its sole discretion, change, amend or modify the Terms at any time. You acknowledge and agree that TIFIN may notify you of any changes by sending you an e-mail notifying you of the changes, updating the “Effective Date” at the top of the Terms and/or by another means. By clicking on the “Agree” button presented with the amended Terms or by continuing to access or use of the Website after a revision to the Terms, you confirm your agreement to the amended Terms. If you do not agree to the amended terms, you must stop using the Website. Unless stated otherwise, any new features or enhancements to the Website shall be subject to this Agreement and any amendments or modifications to this Agreement. You are responsible for regularly reviewing this Agreement and any amendments or modifications hereto. If you accept this Agreement, please click on the Acknowledgement of Terms check box at the bottom of the Terms before clicking the “Agree & Continue” button. You may also wish to print out a copy of this Agreement for your records. If you do not accept this Agreement, then you will not be able to access the Website.

2. ELIGIBILITY

By registering for an Account (defined below), you represent and warrant that you (a) are a U.S. resident at least 18 years of age; (b) are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms; and (c) have not previously been suspended or removed from using the Website.

3. ACCOUNTREGISTRATIONANDREQUIREMENTS

a. Registration

When you register for the Website (“Registration”) and create an account (“Account”), we may ask you to give us certain identifying information (“Account Information”). 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 the Company for any purpose. You may not transfer your Account to anyone else. We agree to treat your Account Information with care, in accordance with our privacy policy. The Company may offer you the opportunity to personalize your online experience on the Website. You alone are responsible for (i) deciding whether a particular personalization feature is appropriate for you and (ii) for any consequences that result from your decision. For your protection, you agree to maintain your Account Information (including passwords, usernames and screen names) in strict confidence and not to share Account Information with any third party. In the event that you share your Account Information with a third party, the Company will consider their activities to have been authorized by you. You are solely responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur within the Website through the use of your Account. You agree to immediately notify the Company if you become aware of any loss or theft of your Account Information, or any unauthorized use or acquisition of your access to the Website or any other breach of security.

b. Identity Verification

When registering for an Account, you agree to provide current, accurate, and complete information for all required fields on the registration page, including your full legal name, address, email address, phone number, taxpayer or government identification information, proof of identity, bank account details, credit card numbers and/or digital wallet information, in each case, with respect to the foregoing, as applicable. You hereby authorize the Company, to make any inquiries we deem necessary to verify your identity, protect against fraud or other financial crime, and/or comply with our legal obligations under various anti-money laundering (“AML”) obligations, as applicable. When we carry out these required inquiries, you acknowledge and agree that your personal information may be disclosed as required to certain fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. You further authorize the Company to take whatever action we deem required under applicable laws and reasonably necessary based upon such inquiries.

4. PRIVACY

For Individual Donor Advised Funds (donating via their own Donor Advised Fund): TIFIN and Morgan Stanley Smith Barney LLC (“Morgan Stanley”) take the privacy of the Participants seriously. TIFIN’s privacy policy provides a summary of its practices relating to the collection, sharing and use of covered personal information, in each case, to the extent applicable. You represent and warrant that you have read the privacy policy before providing any of your personal information to TIFIN. Participants are also covered by, and should review, the Morgan Stanley’s U.S. Privacy Policy and Notice (please see below for additional information). For Corporate-Sponsored Donor Advised Funds, and Employees: TIFIN and Morgan Stanley respect your privacy and work to maintain the privacy and security of any personal information collected through your use of the Website. Our privacy practices are governed by our and Morgan Stanley’s agreement with your employer, as well as Morgan Stanley’s U.S. Privacy Policy and Notice. Details of how Morgan Stanley collects, stores, uses and protects your personal information can be found in Morgan Stanley’s U.S. Privacy Policy and Notice, which is accessible via https://www.morganstanley.com/privacy-pledge.

5. RIGHTS TO USE SERVICES

a. Limited License

Subject to the terms and conditions of this Agreement and your Customer payment obligations, TIFIN hereby grants to Customer and Authorized Users (as defined below) a revocable, non-exclusive, non-sublicensable, non-transferable, limited license (“License”) during the Initial Term or Extended Term (both as defined below), as applicable, of this Agreement to use the Website, in accordance with this Agreement (the “Purpose”). You shall have no right to receive, use or examine any source code or design documentation relating to the Website except as provided specifically agreed in writing. The Website, or any portion thereof, may not be used by or on behalf of, accessed by, re-sold to, rented to, or distributed to any other party. The license granted herein automatically terminates upon TIFIN’s suspension or termination of your Account or your ability to access or use the Website, or upon your cancellation of your Account. All rights not expressly granted under these Terms are hereby reserved.

b. Definitions

i. “Authorized Users” means those affiliates, contractors, agents and other authorized individuals identified by Customer as permitted to use the Software. ii. “Software” means the source code, object code or underlying structure, ideas or algorithms of any software, documentation or data related to, provided with, or used to provide the Website or the commercial versions of software product(s), in object code form only (and accompanying documentation, if applicable), including all enhancements thereto, and made available by the Customer to its Authorized Users as part of the Software.

c. Limitations On Rights Granted For Use Of Software; Third Party Software; Limited Location License

Subject to the terms and conditions of this Agreement and your payment obligations, TIFIN hereby grants you the right to access and use the Website for the Purpose. Unless otherwise agreed in writing, you do not acquire under this Agreement any right or license to use the Website or any component or derivative thereof, in excess of the Purpose, scope and/or duration of the rights set forth herein, as applicable, during the Initial Term and any Extended Term (both as defined below). If this license is not renewed or extended as provided herein, all rights to access and use the Website will terminate at the expiration of such Initial Term or Extended Term. Each user accessing the Website must be a Participant or an Authorized User, and shall have access to only those functions for which TIFIN has granted specific user rights. The license granted hereunder is limited to the Participant and the number of Authorized Users authorized by TIFIN. Customer hereby represents and warrants that each such user will access and use the Software solely for the Purpose and for no other reason.

6. USE OF THE WEBSITE;OWNERSHIP

The Website and any materials displayed or performed or available on or through the Website (collectively, “Content"), including, without limitation, any text, graphics, data, articles, photos, images or illustrations, is proprietary to TIFIN. You agree not to copy, modify, publish, transmit, distribute, participate in the transfer or sale of, reproduce, reverse engineer, sell, commercialize create derivative works based on, or otherwise exploit any of the Website. Additionally, you shall not attempt to derive, disassemble or otherwise attempt to discover or derive the source code, source files, underlying ideas or algorithms or structure of all or any portion of the Website. You acknowledge and agree that TIFIN and/or its Third Party Service Providers transfer no ownership or intellectual property interest or title in the Website or any property, rights, Content or components therein, to you or anyone else in connection with your use of the Website. TIFIN may, in its sole discretion, remove any Content from the Website at any time, for any or no reason and without notice.

7. PERMITTEDDATAUSE;CUSTOMERCONTENT

You hereby grant the Company and its Third Party Service Providers a non-exclusive, transferable, world wide, royalty-free, sublicensable transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, any data that you provide for use in connection with the Website (including Account Information) for purposes of providing the Website, usage analytics, product development and other related purposes. Furthermore, the Company and its Third Party Service Providers shall have the right to compile, distribute, and otherwise exploit anonymized, aggregated data derived from your Account for their respective business purposes, including assessing the aggregate usage of the Website generally. You represent and warrant that: (i) you own the user information or have the right to grant the rights and licenses in these Terms, and (ii) the Company’s use of the user information as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. You understand and agree that the Company, in performing the required technical steps to provide the Website to users (including you), may need to make changes to your user information to conform and adapt that user information to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so. The Company, at its sole discretion, may remove any user content from the Website at any time for any or no reason. You will not use the Website for any commercial purpose, without TIFIN’s prior, written pre-approval. We may monitor your data, questions, comments, or suggestions (“Communications”) in connection with our provision of the Website including, without limitation, to evaluate the quality of service you receive, your compliance with this Agreement, or the security of the Website. 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 we, together with any Third Party Service Providers, monitor your Communications and enforce or fail to enforce the terms of this Agreement or any other guideline, terms and conditions, or policies relating to the Website.

8. THIRD PARTY SERVICE PROVIDER SOFTWARE AND SERVICES; THIRD PARTY BENEFICIARIES

You acknowledge that, to the extent the Company licenses portions or components of the Website from Third Party Service Providers (with or without notice to you), (a) the Company may make available to you certain third party software or services (the use of which may require your acceptance of such third party’s license agreement or terms and conditions), which shall be deemed part of the Website; and (b) the Company shall not have any responsibility to update such third party software or services, but such Third Party Service Providers, may (without any obligation) make them available to the Company for use in connection with the Website. You consent and authorize the Company to delegate the authorizations you provide to the Company to its Third Party Service Provider(s) as the Company deems necessary or desirable to provide the Website to you and you agree that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third Party Service Providers. To protect the privacy and security of your Account Information, Third Party Service Providers will only be authorized to use or maintain your Account Information in accordance with the applicable privacy policy.

9. THIRDPARTYCONTENT

The Website may contain links, access or connections (“Links”) to third party websites, applications, services or other materials (collectively, the “Third Party Content”) that are not affiliated, owned or controlled by the Company. You accept and acknowledge the risks of accessing any Third Party Content, and that the Company has no control over and assumes no responsibility for and cannot monitor, verify, censor or edit any Third Party Content. The fact that we have provided a Link to a site is not an endorsement, representation, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. You expressly waive as against the Company, and the Company expressly disclaims, any liability, losses or damages arising from your use or access or as a result of any actions taken in reliance on any Third Party Content. We encourage you to be aware when you leave the Website, and to read the relevant terms and conditions and investigate the source of any Third Party Content that you visit or use.

10.CONDUCT; COMPLIANCE WITH LAWS

You shall be solely responsible for actions and the actions of your Authorized Users while using the Software. You agree: (1) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of the Software, including, if applicable and without limitation, intellectual property and privacy laws, including, without limiting the foregoing, the U.S. Computer Fraud and Abuse Act; (2) to take all necessary steps to avoid uploading or distributing malware, viruses, corrupted files, or any other software or programs that may damage the operation of the Software or another’s computer or mobile device; (3) not to use the Website for illegal, fraudulent, harmful, unethical or inappropriate, deceptive, threatening, harassing, defamatory, or otherwise objectionable purposes in TIFIN’s sole discretion; (4) not to use the Website to distribute, promote or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, defamatory, hateful, racially, ethnically, unwanted or otherwise objectionable material of any kind or nature; (5) not to use any information or other knowledge gained through use of the Website to provoke an interference with any patent application which TIFIN has filed with respect to the Website, or to amend any claim in any pending patent applications to expand such claim to read on, cover or dominate any invention (whether or not patentable) relating to the Website; (5) not to intentionally interfere with another customer’s use and enjoyment of the Website or another person or entity’s use and enjoyment of similar services; and (6) to comply with all regulations, policies and procedures of Third Party Service Providers. You acknowledge and agree that the Company is not liable for any use of the Website from your networks and systems that constitutes infringement of a third party’s intellectual property rights to the extent that such infringement would not occur outside your network or system.

11. TERM

This Agreement commences on the effective date of this Agreement, and shall continue for an initial period of one (1) year (the “Initial Term”). At the end of the Initial Term, the Agreement will automatically renew for additional one (1) year periods (each, an “Extended Term”) pursuant to the terms hereof unless one party gives the other party written notice of non-renewal at least sixty (60) days prior to the end of the Initial Term or the Extended Term, as applicable.

12. TERMINATION

a. Breach Either party may terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach. b. Customer Conduct. If Customer breaches this Agreement, the Company may suspend or terminate access to the Website, at its sole option, with or without notice to Customer. c. Termination for Convenience Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than ninety (90) days prior to the effective date of termination. d. Effect of Termination Upon the effective date of termination of this Agreement for any reason, Participant’s right to use the Website shall immediately cease and Participant’s access to the Website will terminate. The terms of this Agreement shall survive its expiration or termination for any reason as described herein in the survival section of this Agreement. Customer will be obligated to pay the pro-rated balance due for the use of the Website prior to the effective date of termination.

13. DISCLAIMER OF WARRANTIES

The Company covenants, represents and warrants that: (a) access to the Website will be provided in compliance with applicable laws and regulations; and (b) it has authority to enter into this Agreement. Participant covenants, represents and warrants that it will access and use the Website in strict adherence to the rights and limitations described herein, and in compliance with all applicable law. The Company shall not make any representations or warranties concerning any Content or other material contained in or accessed through the Website and will not be responsible or liable for the accuracy of material contained in or accessed through the Website. The Company will have no liability or responsibility for any permanent or temporary inability to access or use the Website.

THE WEBSITE IS PROVIDED “AS-IS” AND “AS-AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY, ITS THIRD PARTY SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “DISCLAIMING PARTIES”) DISCLAIM ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION (INCLUDING, WITHOUT LIMITATION, THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY PORTFOLIO OR ACCOUNT INFORMATION, HISTORICAL PERFORMANCE AND ANALYTIC, FORWARD LOOKING ANALYICS, COST BASIS, OR OTHER INFORMATION ABOUTYOUORYOURACCOUNTMADEAVAILABLETHROUGHTHE WEBSITE), TITLE AND NON-INFRINGEMENT. THE DISCLAIMING PARTIES FURTHER DISCLAIM ANY WARRANTY REGARDING NONINTERRUPTION OF USE, DELAY, FREEDOM FROM BUGS, AND THATUSEOF THE WEBSITE IS ERROR-FREE. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT ANY USE OF THE WEBSITE IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE COMPANY OR ITS THIRD PARTY SERVICE PROVIDERS’ OBLIGATIONS HEREUNDER. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS. THE WEBSITE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE DISCLAIMING PARTIES OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE OR (B) UNAUTHORIZED USERS (SUCH AS HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO YOUR COMPUTERS OR NETWORKS, AND DAMAGE THEM OR YOUR DATA OR OTHER ACCOUNT INFORMATION PROVIDED BY YOU. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH THE WEBSITE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES,INCLUDING SOFTWAREFAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS INCLUDING THIRD PARTY ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH THE WEBSITE. THE DISCLAIMING PARTIES SHALL IN NO WAY BEAR ANY RESPONSIBILITY OR LIABILITY FOR ANY SUCHACTIVITIES.

14. INDEMNIFICATION, RELEASE AND LIMITATION OF LIABILITY

YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, AND ITS THIRD PARTY SERVICE PROVIDERS AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY CLAIM, DEMAND, LOSS, COSTS OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF ORRELATING TOYOURACCESSORUSEOFTHEWEBSITE.IFYOUAREOBLIGATEDTOINDEMNIFYTIFIN OR ANY OF THE INDEMNIFIED PARTIES IDENTIFIED ABOVE, TIFIN (OR, AT TIFIN’S DISCRETION, THE APPLICABLE INDEMNIFIED PARTY) WILL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO CONTROL ANY ACTION OR PROCEEDING AND TODETERMINEWHETHERTIFINWISHESTOSETTLE,ANDIFSO,ONWHAT TERMS.

15. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY PARTY HERETO (INCLUDING TIFIN OR ITS OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES) BE LIABLE TO ANOTHER PARTY HERETO (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, ORCOMPUTERFAILURE OR MALFUNCTION ARISINGOUTOFORRELATEDTOTHETERMS,YOURUSEORATTEMPTEDUSE,OFTHE WEBSITE ORANYOFTHEOTHERINFORMATION,SERVICES ORTRANSACTIONS CONTEMPLATEDBYTHESE TERMS, OR (B) ANY AMOUNT, INTHEAGGREGATE,INEXCESSOFTHEFEESPAIDBYYOUINCONNECTION WITH THE WEBSITE OR SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM (THE “CAP”), PROVIDED THAT, AS APPLIED TO PARTICIPANT, SUCH CAP SHALL BE EXCLUSIVE OF AMOUNTSOWEDBYPARTICIPANTINCONNECTIONWITHTHEWEBSITEORSERVICES.

16. MODIFICATIONS, SUSPENSION AND TERMINATIONS OF THE SERVICE

The Company reserves the right to modify, suspend or discontinue the Website with or without notice. You agree that the Company and any Third Party Service Providers will not be liable to you for any modification, suspension or temporary discontinuance of the Website. Furthermore, the Company or its Third Party Service Providers may, in their sole discretion, suspend your access to and use of the Website or reject or remove from the Website any of your data, Account Information or any other information provided by you to (a) prevent damages to, or degradation of, the Website; (b) comply with any law, regulation, court order, or other governmental request; or (c) otherwise protect us or our Third Party Service Providers from potential legal liability. You may close your Account or cease using the Website at any time. To close your Account, you must contact us at [email protected]. Account termination may result in destruction of any Content or Account Information associated with your Account.

17. NOTICES, COMMUNICATIONS, AND ELECTRONIC SIGNATURES

You agree to accept all communications from us regarding use of the Website at the e-mail addresses you provide during Registration. It is your responsibility to provide the Company with your accurate e-mail address, your contact information and/or mobile phone number, and to update such information with the Company. Please promptly update any changes to your Account Information. The Company and its Third Party Service Providers, and their affiliates are entitled to rely on the e-mail address, mobile phone number and U.S. mail address that you last provided, for purposes of communication and providing information relating to the Company or its Third Party Service Providers’ products and services. If the Company sends you an electronic communication but you do not receive it because your contact information on file is incorrect, or you are otherwise unable to receive electronic communications, the Company will be deemed to have provided the communication to you. All communications from the Company in electronic format will be deemed to be “in writing,” and to have been received within twenty- four (24) hours after posting or dissemination. You can opt out of receiving marketing information from us or our Third Party Service Providers by following the instructions in any e-mail sent to you from us. You agree to be bound by any affirmation, assent, or agreement you transmit through the Website. 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, or sign your name electronically on a touchscreen device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. You may decline or withdraw consent to receive communications electronically from the Company, but you agree and acknowledge that the Company may suspend or terminate your use of the Website if you do not consent to receive communications in electronic format.

18. GENERAL PROVISIONS

a. Relationship of the Parties

TIFIN is an independent contractor for all purposes. Nothing in these Terms shall be deemed to create or constitute, imply, give effect to or otherwise recognize a partnership, employment, joint venture, or formal business relationship of any kind between you and TIFIN. TIFIN is not your broker, intermediary, agent or advisor, and has no fiduciary relationship, duty or obligation to you or any other user in connection with your use of the Website. Neither TIFIN nor its licensors or Third Party Service Providers are providing tax advice, legal advice, or other professional advice.

b. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its choice of law rules. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Southern District of New York or in state court in the County of New York, New York, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. If any part of this Agreement is held to be invalid, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions hereof.

c. Entire Agreement

This Agreement, together with any supplements and the applicable privacy policy, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous written and oral agreements and understandings between the parties relating to the subject matter hereof.

d. Survival

The following will survive termination: any obligation you have to pay fees in accordance with the services or the Website, indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

e. NoWaiver

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.

f. Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) without the Company’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent, including as part of a change of control or other corporate combination or transaction.

g. Headings

The section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.

h. Severability

If any provision of these Terms shall be determined to be unenforceable or invalid under any rule, law or regulation of any local, state or federal government, such provision will be limited, changed or eliminated only to the minimum extent necessary to accomplish the objectives of the provision to the greatest extent possible under applicable law and these Terms shall otherwise remain valid, in full force, and enforceable.

i. Force Majeure

The Company shall not be liable for delays, failure in performance or interruption of any of the Website which result directly or indirectly from any abnormal or unforeseeable circumstance, cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, pandemic, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

j. Contact

For more information about TIFIN, please visit our website TIFIN.com. If you have any questions, comments, or concerns regarding these Terms or the Website, please contact our Participant Support team at [email protected]