Acceptance and Importance Legal Information

These DepositView® Portal Terms & Conditions (“DepositView T&Cs”) apply to your (“your”, “you”) access and use of the DepositView Portal, which is powered by R&T Deposit Marketplace, LLC d/b/a R&T Deposit Solutions (a Delaware limited liability company) (“R&T,” “we” or “our”). By accessing the DepositView Portal, you will be deemed to agree to these DepositView T&Cs, and each time you access or log into the DepositView Portal thereafter, you will be deemed to agree to these DepositView T&Cs. If you do not want to agree to be bound by these DepositView T&Cs, you must not access or use the DepositView Portal. If you are accessing the DepositView Portal on behalf of, or as a representative of, another person or entity (e.g., your employer), both the individual and that other person or entity will be deemed to agree to these DepositView T&Cs.

R&T provides administrative, recordkeeping, and/or other services to banks, trust companies, broker-dealers, credit unions and other institutions with respect to the Demand Deposit Marketplace® (DDM®) Program (“DDM Program") and Certificate of Deposit Marketplace Exchange^℠ (CDMX^℠) Program (“CDMX Program”) (the DDM Program and the CDMX Program, each a “Program” and together the “Program”). All of R&T’s services are provided subject to the terms and conditions of the written agreements entered between R&T and its clients, and R&T provides no representations or warranties, express or implied, except as expressly set forth in those written agreements. The Program is offered by banks, trust companies, broker-dealers, credit unions and other institutions (each, a “Participating Institution”) to their eligible customers (“Customers”) that have an account with the Participating Institution, subject to the Program Customer Terms and Conditions the Customer agrees to with their Participating Institution (“Customer T&Cs”). In connection with the Program, a Participating Institution may offer a Customer access to the DepositView® Portal, which is powered by R&T.

You acknowledge and agree that (i) you are not a client or customer of R&T and R&T has no direct obligation to Customers in connection with the Program, (ii) R&T does not have contractual privity with Customers and Participating Institutions are solely responsible for marketing the Program to its Customers, onboarding Customers to the Program in compliance with applicable laws and regulations and ensuring that the Program is accurately and clearly explained to its Customers, including ensuring that its Customers receive clear and conspicuous disclosures as to the availability of FDIC or NCUA insurance for funds placed or swept into the Program and as to all rates and fees earned or paid by its Customers.

R&T will provide support services to Participating Institutions in connection with the Program and Participating Institutions are solely responsible for providing support pertaining to the Program to its Customers, including resolving Customer disputes in accordance with applicable law or regulation.

R&T is not an FDIC or NCUA-insured institution. FDIC insurance only covers the failure of an FDIC-insured institution. NCUA insurance only covers the failure of an NCUA-insured institution. Certain conditions must be satisfied for FDIC and/or NCUA pass-through deposit insurance coverage to apply. Click here for a list of the insured institutions with which R&T has a direct or indirect business relationship for the placement of deposits under the Program, and into which a Participating Institution may place deposits (subject to the Program terms and any opt-outs by the Participating Institution and/or Customers). While the Program provides access to an expanded level of FDIC or NCUA insurance coverage on funds placed into the Program (subject to Program terms and applicable laws, regulations and guidance, including pass-through insurance coverage requirements), the Program, itself, as well as R&T’s other service offerings are not insured or guaranteed by the FDIC or NCUA, are not deposits and may lose value. R&T is not an affiliate of an FDIC or NCUA-insured institution, is not an office, division or sub-division of the FDIC or NCUA, is not associated with the FDIC or NCUA or an office, division or sub-division thereof, and is not insured by the FDIC or NCUA. For more information about R&T, please visit R&T’s website at https://www.rnt.com. The primary objective of the Program is to provide Customers with convenient access to expanded FDIC or NCUA insurance coverage on their funds (and not for investment enhancements, higher rates of returns or profits). “FDIC” means the Federal Deposit Insurance Corporation. “NCUA” means the National Credit Union Administration.

Your use of the DepositView Portal may be monitored by us, and the resultant information may be used by us for our internal business purposes or in accordance with the rules of any applicable regulatory or self-regulatory organization.

Authorized Use

You access and use the DepositView Portal at your sole risk. In accessing and using the DepositView Portal, you represent and warrant that you will only use the DepositView Portal and the corresponding services in compliance with and as permitted by applicable law and regulation, and only for your personal non-commercial use.

The DepositView Portal may only be accessed and used by Customers and Participating Institutions (and their duly authorized representatives) in regard to the Program and you hereby represent and warrant that you are a Customer or Participating Institution (or duly authorized representative thereof). To access the DepositView Portal, you must create login credentials. You must not share those login credentials with any other person not authorized by you. You may permit other authorized users to access the DepositView Portal on your behalf (e.g., if you are a company, you may wish to appoint an authorized employee to access the DepositView Portal on your company’s behalf). You and such user may have full access to all information in the DepositView Portal relating to funds swept or placed into the Program, and any functionality through the DepositView Portal. You are solely responsible and liable for your and all such users’ acts and omissions. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your DepositView Portal account from a public or shared computer so that others are not able to view or record your password or other personal information.

The DepositView Portal is only offered and available to users who are 18 years of age or older. By using the DepositView Portal, you represent and warrant that you are of legal age to form a binding contract with us. If you do not meet all of the requirements in this Section 2, you must not access or use the DepositView Portal.

Limits on Use

We reserve the right to suspend, terminate, or limit your use of the DepositView Portal or to make the DepositView Portal unavailable for any reason or no reason. You must not use the DepositView Portal (i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) for the purpose of exploiting, harming, or attempting to exploit or harm others in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (iii) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (iv) to impersonate or attempt to impersonate R&T, a R&T employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or (v) to engage in any other conduct that restricts or inhibits anyone's use of the DepositView Portal, or which, as determined by us, may harm R&T or users of the DepositView Portal, or expose them to liability.

You must not (i) access or use for any commercial purposes any part of the DepositView Portal or any services or materials available through the DepositView Portal, (ii) modify copies of any materials from the DepositView Portal, (iii) use any text, illustrations, photographs, video or audio sequences, or any graphics on the DepositView Portal without our express written consent, (iv) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the DepositView Portal or (v) broadcast, decompile, disassemble, perform, publish, rent, reproduce, reverse engineer, sell, transmit, or create derivative works from all or any part of the DepositView Portal or the content on the DepositView Portal, or permit any person to perform any act relating to the DepositView Portal not authorized by these DepositView T&Cs.

Additionally, you agree not to: (i) use the DepositView Portal in any manner that could disable, overburden, damage, or impair the DepositView Portal or interfere with any other party's use of the DepositView Portal, including their ability to engage in real time activities through the DepositView Portal; (ii) use any robot, spider, or other automatic device, process, or means to access the DepositView Portal for any purpose other than as authorized under these DepositView T&Cs and the Customer T&Cs entered into with a Participating Institution, including monitoring or copying any of the material on the DepositView Portal; (iii) use any manual process to monitor or copy any of the material on the DepositView Portal, or for any other purpose not expressly authorized in these DepositView T&Cs, without our prior written consent; (iv) use any device, software, or routine that interferes with the proper working of the DepositView Portal; (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the DepositView Portal, the server on which the DepositView Portal is stored, or any server, computer, or database connected to the DepositView Portal; (vii) attack the DepositView Portal via a denial-of-service attack or a distributed denial-of-service attack; or (viii) otherwise attempt to interfere with the proper working of the DepositView Portal, including in any manner (A) that could damage or overburden our server(s) or any network connected to any of our servers or (B) that would or does interfere with another party’s use of the DepositView Portal. You also may not perform any vulnerability or penetration testing of the DepositView Portal network or systems, including through your own hosted environment, without R&T’s prior written consent.

You may temporarily store copies of materials made available through the DepositView Portal (i) in RAM incidental to your accessing and viewing those materials; (ii) that are automatically cached by your Web browser for display enhancement purposes; and (iii) you may print one copy of a reasonable number of pages of the DepositView Portal solely for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

Availability

We make no representation, warranty, or covenant that the DepositView Portal will be available at all times or at any time. Various circumstances may prevent or delay availability. R&T may, at any time, in its sole discretion and without notice, discontinue the DepositView Portal, in whole or in part, or suspend your access to the portal, or withdraw or change any service or material available through the portal, for any reason or no reason.

Ownership

All right, title and interest in the DepositView Portal and its entire contents, features, functionality or other materials (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement and look and feel thereof) are the exclusive property of R&T, its licensors, or other providers of such material, and you have no ownership rights in the DepositView Portal or such materials. The DepositView Portal and such materials are protected by United States and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These DepositView T&Cs permit you to use the DepositView Portal for your personal, non-commercial use only, subject to these DepositView T&Cs and the Program Customer T&Cs entered into with a Participating Institution. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our DepositView Portal, except in accordance with these DepositView T&Cs.

Reliance

R&T relies on information and instructions provided to it by the Participating Institutions (or their representatives, such as Participating Institution’s processors or service providers), including opt-out information, customer interest rates, and information relating to the Customer’s taxpayer identification number (TIN) or other customer identifier and FDIC or NCUA categories of account ownership of deposits placed or swept into the Program. To the maximum extent permitted by applicable law, and without limitation, R&T shall have no duty, obligation or liability to a Customer for presenting any information in the DepositView Portal in reliance on information or instructions provided to it from the Customer’s Participating Institution. The primary objective of the Program is to provide Customers with convenient access to expanded FDIC or NCUA deposit insurance coverage on their funds (and not for investment enhancements, higher rates of returns or profits). Customer is solely responsible for compliance with any requirements, laws or regulations relating to the placement of their deposits into the Program and determining whether the Program meets those requirements, laws or regulations.

The information presented on or through the DepositView Portal is made available solely for general information purposes (for your convenience and information only) and is not intended as an offer or solicitation for the purchase of any service, deposit, account, stock, any other security or any financial instrument or to provide any investment service or investment advice in any jurisdiction. We do not represent or warrant the accuracy, completeness, or usefulness of any information on the DepositView Portal. Please seek the advice of professionals as necessary regarding the evaluation of any content on the DepositView Portal. Any reliance you place on such information is strictly at your own risk. There may be errors or omissions in the DepositView Portal, and R&T reserves the right, but will not be required, to correct any errors or omissions. R&T will not be responsible for any loss, cost, damage, or liability that may result from any loss or delay of availability, any suspension of access, or any errors or omissions. In addition, R&T will not be responsible for the accuracy, completeness, or timeliness of the DepositView Portal (including any content on it) or for the results obtained from its use. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the DepositView Portal, or by anyone who may be informed of any of its contents.

Disclaimer of Warranties

THE DEPOSITVIEW PORTAL, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, FEATURES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE DEPOSITVIEW PORTAL, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE DEPOSITVIEW PORTAL, CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE DEPOSITVIEW PORTAL WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE DEPOSITVIEW PORTAL WILL MEET CUSTOMERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE DEPOSITVIEW PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE AND OUR AFFILIATES ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE DEPOSITVIEW PORTAL OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THE DEPOSITVIEW PORTAL. IF YOU ARE DISSATISFIED WITH THE DEPOSITVIEW PORTAL, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE DEPOSITVIEW PORTAL.

WE ENDEAVOR TO ENSURE THAT THE INFORMATION POSTED ON THE DEPOSITVIEW PORTAL IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE DEPOSITVIEW PORTAL AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE NEITHER ENDORSE NOR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE DEPOSITVIEW PORTAL. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE DEPOSITVIEW PORTAL. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL INFORMATION, OPINION, ADVICE OR OTHER CONTENT.

THE DEPOSITVIEW PORTAL IS FOR INFORMATION PURPOSES ONLY AND MUST NOT, AND IS NOT INTENDED TO, BE RELIED UPON AS A FORECAST, RESEARCH OR INVESTMENT ADVICE. NOTHING CONTAINED ON THE DEPOSITVIEW PORTAL CONSTITUTES TAX, ACCOUNTING, REGULATORY, LEGAL, INSURANCE OR INVESTMENT ADVICE. NEITHER THE INFORMATION, NOR ANY OPINION, CONTAINED ON THE DEPOSITVIEW PORTAL CONSTITUTES A SOLICITATION OR OFFER TO BUY OR SELL ANY SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS, NOR SHALL ANY SUCH SECURITY BE OFFERED OR SOLD TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, PURCHASE, OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. DECISIONS BASED ON INFORMATION CONTAINED ON THE DEPOSITVIEW PORTAL ARE THE SOLE RESPONSIBILITY OF THE CUSTOMER AND WE SHALL HAVE NO LIABILITY FOR DECISIONS BASED UPON, OR THE RESULTS OBTAINED FROM, THE CONTENT PROVIDED ON THE DEPOSITVIEW PORTAL.

Limitation on Liability

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OUR AFFILIATES, OR ANY OF OUR OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTENT OR SERVICE PROVIDERS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE DEPOSITVIEW PORTAL OR THE CONTENT, FEATURES, MATERIALS AND FUNCTIONS OBTAINED THROUGH THE DEPOSITVIEW PORTAL, YOUR PROVISION OF INFORMATION THROUGH THE DEPOSITVIEW PORTAL, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN CUSTOMERS. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE DEPOSITVIEW T&CS OR YOUR USE OF THE DEPOSITVIEW PORTAL EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE DEPOSITVIEW PORTAL.

Indemnification

You agree to defend, indemnify, and hold harmless the Protected Entities from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) your breach or violation of these DepositView T&Cs or (ii) your use of the DepositView Portal, other than as expressly authorized and in compliance with these DepositView T&Cs. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

Governing Law, Jurisdiction & Waiver of Jury Trial

All matters relating to these DepositView T&Cs and your use of the DepositView Portal, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to these DepositView T&Cs and your use of the DepositView Portal shall be instituted exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York City. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

THE PARTIES KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF THE DEPOSITVIEW PORTAL, THESE DEPOSITVIEW T&CS, ANY DOCUMENT EXECUTED BY THE PARTIES IN CONNECTION WITH THESE DEPOSITVIEW T&CS, OR ANY TRANSACTION CONDUCTED HEREUNDER.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE DEPOSITVIEW T&CS OR THE DEPOSITVIEW PORTAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Changes to Terms of Use

We may update these DepositView T&Cs at any time by posting an updated version on the DepositView Portal. Your continued use of the DepositView Portal following the posting of revised DepositView T&Cs means that you accept and agree to the changes.

Waiver, Severability & Assignment

No waiver by R&T of any term or condition set out in these DepositView T&Cs shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of R&T to assert a right or provision under these DepositView T&Cs shall not constitute a waiver of such right or provision.

If any provision of these DepositView T&Cs is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the DepositView T&Cs will continue in full force and effect.

You may not assign, sublicense, delegate, subcontract or otherwise transfer your rights, duties and obligations under these DepositView T&Cs to a third party without our express written consent.

Entire Agreement

These DepositView T&Cs, our Privacy Policy and our Legal Disclosures constitute the sole and entire agreement between you and R&T regarding the DepositView Portal and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding any relationship you have with R&T with respect to the Program and the DepositView Portal. To the extent of inconsistency between those documents (i) with respect to privacy-related matters, the order of precedence shall be our Privacy Policy, these DepositView T&Cs and our Legal Disclosures and (ii) otherwise, the order of precedence shall be these DepositView T&Cs, our Legal Disclosures and our Privacy Policy.