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UBS RUNGWAY TERMS AND CONDITIONS


PLEASE READ CAREFULLY BEFORE USING RUNGWAY:

This licence agreement (Licence) is a legal agreement between you
(Licensee or you) and Rungway Limited, a company registered in England and Wales
with registered address 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ
and with registered number 09304179 (Licensor, Rungway, us or we) for an online
platform (the Platform) which is intended for use by employees of UBS.

Please read these terms of use carefully before you start to use the Platform.
We recommend that you print a copy of this for future reference. We license use
(which includes browsing, registering and accessing) of the Platform to you on
the basis of this Licence.


IMPORTANT NOTICE TO ALL USERS:

 * By ticking 'I agree to Rungway's Terms of Service and Privacy Policy' when
   you created your account you agree to the terms of this Licence which will
   bind you as well as any policies or terms referred to in these terms
   including our privacy policy.
 * If you do not agree to the terms of this Licence, we will not license the
   platform to you and you must discontinue the process now. In this case you
   may not access the platform or Rungway documents.


1. AGREEMENT

This Licence tells you the terms of use on which you may make use of the
Platform. We may update our Platform from time to time, and may change the
content at any time. However, we are under no obligation to update it.


2. ACCESSING THE PLATFORM

Further to UBS entering into a subscription agreement for the Platform and in
consideration for the Platform being made available to you, you grant us a
royalty-free, perpetual licence to use certain information provided by you
(“Information”) which will be completely anonymised unless you have separately
given us your express prior consent in writing (i) in derivative works created
by us and/or on UBS’s behalf and (ii) in analytical reports. The Information
would only be used by us to (i) continue to improve the Platform and (ii) view
and report on trending topics and themes.

We do not guarantee that the Platform, or any content on it, will always be
available or be uninterrupted. We may limit, suspend, withdraw, discontinue or
change all or any part of the Platform without notice. We will not be liable to
you if for any reason our Platform is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access
to the Platform. You are also responsible for ensuring that all persons who
access the Platform through your Internet connection are aware of these terms of
use and other applicable terms and conditions, and that they comply with them.

Rungway is designed for current employees of UBS to seek and share advice on
workplace issues, which might include potentially sensitive or internal-only
information. You agree to keep Rungway content confidential from those who are
not current employees of UBS and not to share any Rungway content with other
people via screenshots or other means of copying conversations.


3. YOUR IDENTITY, ACCOUNT AND PASSWORD

You must create your account and profile with your real name and ensure that any
information provided for your profile is true, accurate and not misleading. You
will have the option to post questions anonymously. These will be anonymous to
other users of the Platform but will be linked to your account. Rungway, though
not UBS, will be able to link any communication you make through anonymous
questions to your account. You acknowledge that you waive your anonymity if, in
the reasonable opinion of Rungway or UBS, you do not comply with the terms of
this Licence, in particular but not limited to paragraphs 6 and 11, in posting
information and questions on the Platform. In these limited circumstances,
Rungway may disclose your identity to UBS.

You agree to choose a strong and secure password (which shall at a minimum be
comprised of eight alphanumeric characters including at least one capital letter
and one symbol or number) as part of our sign up procedure and you must treat
such information as confidential. You must not disclose it to any third party.
We have the right to disable any password, whether chosen by you or allocated by
us, at any time, if in our reasonable opinion you have failed to comply with any
of the provisions of these terms of use. If you know or suspect that anyone
other than you knows your password, you must promptly notify Rungway
at compliance@rungway.com and immediately change your password.


4. CONFIDENTIALITY

In Rungway, if you post questions and subsequently enter into a conversation
under the “Anonymous” setting, then UBS will not know your identity (subject to
the provisions of paragraph 3 regarding compliance with the terms of this
Licence). The Platform makes clear which information is publicly available and
you agree that this information may be disclosed within UBS. This publicly
available information includes:

 * Your Profile data where you are posting Discussions under the "Public"
   setting or sending a Reply or Comment;
 * Your written content on any Discussions which you post under the "Public"
   setting; and
 * Your written content on Replies or Comments to other people's Discussions.

We will comply with the above settings and use all reasonable efforts to keep
the private information you enter into the Platform confidential to you (other
than to those persons you have expressly authorised to view such information
through the Platform). Subject to the first section of clause 2 we will not
share your user details and/or information you post with UBS or any third party
in respect of anonymous posts (i) except as is required to be disclosed by law,
by any court of competent jurisdiction or by any regulatory or administrative
body and (ii) unless we or UBS reasonably believe you are in breach of paragraph
6 (How you may not use the Platform) and (iii) if you state or imply that you
are considering physically harming yourself or others.


5. HOW YOU MAY USE THE PLATFORM

Whenever you upload content to the Platform, or make contact with other users of
the Platform, you must comply with the content standards set out in these terms
and in particular this section. We will not be responsible, or liable to any
third party, for the content or accuracy of any content posted by you or any
other user of the Platform. We have the right to remove any posting you make on
the Platform if, in our opinion, your post does not comply with the content
standards set out in these terms and in particular this section. The views
expressed by other users on the Platform do not represent our views or values or
those of UBS.


6. HOW YOU MAY NOT USE THE PLATFORM

You may not use the Platform:

 * In any way that breaches any applicable local, national or international law
   or regulation or that breaches UBS’s regulations, policies or Code of
   Conduct, (including but not limited to any policies around sharing
   confidential or market sensitive information, and what you say on social
   media) or in breach of the Content Standards in paragraph 11 below.
 * To enter any Client Identifying Data (CID) or to discuss any UBS
   transactions.
 * For the purpose of raising a whistleblowing concern. Rungway is not a formal
   UBS whistleblowing channel. UBS employees may report concerns through a
   number of confidential and anonymous channels available on the UBS intranet
   at 'goto/speakup'.
 * For the purpose of harming or attempting to harm others including minors in
   any way or seek to groom or seek to influence minors inappropriately.
 * To transmit, or procure the sending of, any unsolicited or unauthorised
   advertising or promotional material or any other form of similar solicitation
   (spam).
 * To knowingly transmit any data, send or upload any material that contains
   viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware
   or any other harmful programs or similar computer code designed to adversely
   affect the operation of any computer software or hardware.
 * To gain unauthorised access to the Platform, the server on which the Platform
   is stored or any server, computer or database connected to the Platform. You
   must not attack the Platform via a denial-of-service attack or a distributed
   denial-of service attack. By breaching this provision, you may commit a
   criminal offence under the Computer Misuse Act 1990. We will report any such
   breach to the relevant law enforcement authorities and we will co-operate
   with those authorities by disclosing your identity to them.

You also agree:

 * Not to reproduce, duplicate, copy or re-sell any part of the Platform in
   contravention of the provisions of this Licence, including but not limited to
   the provisions of paragraph 2.
 * Not to access without authority, interfere with, damage or disrupt:
 * any part of the Platform;
 * any equipment or network on which the Platform is stored;
 * any software used in the provision of the Platform; or
 * any equipment or network or software owned or used by any third party.


7. INTELLECTUAL PROPERTY RIGHTS

Apart from the content you upload to the Platform, we are the owner or the
licensee of all intellectual property rights in the Platform, and in the
material published on it. Those works are protected by copyright laws and
treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from the
Platform for your personal use (provided that any such use is compliant with
paragraphs 2 and 6 of this Licence). You must not modify the paper or digital
copies of any materials you have printed off or downloaded in any way, and you
must not use any illustrations, photographs, video or audio sequences or any
graphics separately from any accompanying text.

By submitting suggestions or other feedback regarding the Platform, you agree
that we can use and share such feedback for any purpose without compensation to
you.

RUNGWAY® and the Rungway logo are registered trade marks of Rungway Limited.
Other trade marks and logos used in connection with the Platform may be the
trade marks of their respective owners.


8. INFORMATION ON THE PLATFORM

By using the Platform, you may encounter content or information that might be
inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise
harmful. We reserve the right to review content provided by our users. We will
act promptly if we become aware of inappropriate content or if such content is
brought to our attention although we do not monitor all content on the Platform.
You agree that we are not responsible for third parties' (including other
users') content or information or for any damages as result of your use of or
reliance on it.

If you see information that does not meet our content standards set out in this
Licence please report it as soon as possible to us at compliance@rungway.com. We
have procedures to review and take down such information to protect our users.

The content on the Platform is provided for support and general information only
and should not be treated as professional or specialist advice. You must use
your own judgement before taking, or refraining from, any action on the basis of
the content on the Platform and where applicable you must seek appropriate
legal, HR or other specialist advice from UBS before proceeding.

Although we make reasonable efforts to update any content generated by Rungway
itself on the Platform, we make no representations, warranties or guarantees,
whether express or implied, that the content on the Platform is accurate,
complete or up-to-date.


9. LIMITATION OF LIABILITY

Nothing in these terms of use excludes or limits our liability for death or
personal injury arising from our negligence, or our fraud or fraudulent
misrepresentation, or any other liability that cannot be excluded or limited by
English law.

To the extent permitted by law, we exclude all conditions, warranties,
representations or other terms which may apply to the Platform or any content on
it, whether express or implied, including warranties of: satisfactory quality,
fitness for a particular purpose, or accuracy of data.

We do not guarantee that the Platform will function without interruption or
errors and we provide the Platform on an “as is” and “as available” basis.

We will not be liable to you or any user for any loss or damage, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
even if foreseeable, arising under or in connection with:

 * use of, or inability to use, the Platform;
 * use of or reliance on any content displayed on the Platform;
 * loss of profits, sales, business, revenue, anticipated savings;
 * loss of reputation; or
 * any indirect or consequential loss or damage.

We have no liability for any content that you or others post on the Platform.We
will not be liable for any loss or damage caused by a virus, distributed
denial-of- service attack, or other technologically harmful material that may
infect your computer equipment, computer programs, data or other proprietary
material due to your use of the Platform or to your downloading of any content
on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on the Platform.
Such links should not be interpreted as endorsement by us of those linked
websites. We will not be liable for any loss or damage that may arise from your
use of them.


10. NOTIFICATIONS

We may contact you by email to update you on recent activity e.g. questions
posted by your colleagues, trending topics, or new features. If you do not wish
to be contacted by email please unsubscribe by emailing help@rungway.com. If you
are using the mobile app, you may receive phone notifications, for example if a
new question has been matched to you, or if you have replies waiting. If you do
not wish to receive these notifications please disable notifications for the
Rungway app in your mobile device settings.


11. CONTENT STANDARDS

These content standards apply to any and all material which you contribute to
the Platform (“contributions”).

You must comply with the spirit and the letter of the following standards.
Contributions must:

 * Be posted in English only.
 * Be accurate (where they state facts).
 * Comply with applicable law in the UK and in any country from which they are
   posted.
 * Comply with UBS policies.

Contributions must not:

 * Identify or name any individual within UBS in a way which could constitute,
   contribute to or endorse any discrimination, harassment, bullying, defamation
   or other harm to that individual or individuals associated with them;
 * Contain any Client Identifying Data (CID) or any details of UBS transactions
 * Contain any material which is defamatory, obscene, offensive, hateful,
   inflammatory, violent or sexually explicit;
 * Constitute or promote discrimination based on race, sex, gender identity,
   pregnancy, religion, nationality, disability, sexual orientation or age,
   except for positive discrimination as permitted by applicable law;
 * Infringe any copyright, database right or trade mark of any other person.
 * Be made in breach of any legal duty owed to a third party, such as a
   contractual duty or a duty of confidence (e.g. to your employer).
 * Promote any illegal activity.
 * Be used to impersonate any person, or to misrepresent your identity or
   affiliation with any person or to give the impression that they emanate from
   us, if this is not the case.
 * Advocate, promote or assist any unlawful act such as (by way of example only)
   copyright infringement, computer misuse, discrimination, bullying or
   harassment.
 * Be posted in a language other than English.


12. VIRUSES

We do not guarantee that the Platform will be secure or free from bugs or
viruses.

You are responsible for configuring your information technology, computer
programmes and platform in order to access the Platform. You should use your own
virus protection and security software.


13. THIRD PARTY LINKS IN THE PLATFORM

Questions or replies may contain links to other sites. We have no control over
the contents of those sites.


14. CONTACTING EACH OTHER

You agree that we may provide notices to you in the following ways: a general
service notice on the Platform, an email sent to an address you provided, or
through other means including mobile number if you provide it to us, or mail.
You agree to keep your contact information up to date.

If you need to contact us, please use the contact details set out at the bottom
of these terms.


15. CHANGES TO THE TERMS

We may revise these terms of use at any time by amending this page and or
provide notice of changes to you. Please check this page from time to time to
take notice of any changes we made, as they are binding on you.


16. TERMINATION

This Licence shall automatically terminate if you are no longer an employee of
UBS and you must cease use of the Platform immediately.

In addition, we may terminate this agreement at any time with immediate effect
and without the need for cause. On termination, you lose the right to access or
use the Platform.

The following shall survive termination and/or your decision to cease using the
Platform; our rights to use and disclose your feedback; our other users’ rights
to further re-share content and information you shared through the Platform to
the extent copied or re-shared, or otherwise published to other users prior to
termination and sections 2, 4, 7, 9, 12, 14, 16 and 17 of these terms.


17. GENERAL TERMS

Each of the paragraphs of these terms of use operates separately. If any court
or relevant authority decides that any of them are unlawful, the remaining
paragraphs will remain in full force and effect.

These terms of use (including our privacy policy) are the only agreement between
us regarding the Platform and they supersede all prior agreements for the access
and use of the Platform.

If we don't act to enforce a breach of these terms, that does not mean that we
have waived our right to enforce these terms.

You may not assign or transfer your rights under these terms (or your membership
or use of the Platform) to anyone without our consent.

There are no third party beneficiaries to these terms.

We will not be liable or responsible for any failure to perform, or delay in
performance of, any of our obligations under these terms of use that is caused
by an event outside of our reasonable control.


18. APPLICABLE LAW

These terms of use, their subject matter and its formation, are governed by
English law. You and we both agree that the courts of England and Wales will
have exclusive jurisdiction.