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LEGAL, PRIVACY, SECURITY, AND REGULATORY

Here you’ll find the legal documents, security standards, and policies that are
core to our service. You’ll also find information about how we comply with
regulatory guidance.

Privacy User Agreements Security Regulatory Information

THOMSON REUTERS PRIVACY INFORMATION

Confirmation is part of Thomson Reuters. Thomson Reuters places a high priority
on meeting our customers’ expectations of privacy. Click here to access and read
the Thomson Reuters Privacy Information.

For Requesters of Confirmations

USER AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH CAPITAL CONFIRMATION INC. OFFERS YOU
ACCESS TO OUR SERVICES.

Welcome to the User Agreement for Capital Confirmation Inc. This Agreement
describes the terms and conditions applicable to your use of our services
available under the domains and sub-domains of www.confirmation.com, and
learn.confirmation.com (“Confirmation Website(s)”) owned and operated by Capital
Confirmation, and the general principles for the websites of our subsidiaries.
If you do not agree to be bound by the terms and conditions of this Agreement,
do not use or access our services. You evidence your acceptance of the terms and
conditions of this Agreement by checking the box for the “Yes, I have read and
accept the User Agreement.” statement and clicking the “Create New Account”
button on Capital Confirmation’s website and through your use of any of the
Confirmation.com services (aka “Confirm™” service).

If you have any questions, please email us at customer.support@confirmation.com.

You must read, agree with and accept all of the terms and conditions contained
in this User Agreement and the Privacy Statement, which include those terms and
conditions expressly set out below and those incorporated by reference, before
you may become a member of Capital Confirmation. We strongly recommend that, as
you read this User Agreement, you also access and read the information contained
in the other pages and websites referred to in this document, as they may
contain further terms and conditions that apply to you as a Capital Confirmation
user. Please note: underlined words and phrases are links to these pages and
websites. By accepting this User Agreement, you also agree that your use of
other Capital Confirmation websites will be governed by the terms and conditions
posted on those websites.

We may amend this Agreement at any time by posting the amended terms on our
site. Except as stated below, all amended terms shall automatically be effective
immediately upon posting on our site. You will not be notified in writing or by
email of any changes in this Agreement. This Agreement may not be otherwise
amended except in writing signed by you and Capital Confirmation Inc. This
Agreement is effective starting March 1, 2003.

1. Membership Eligibility.

Our services are available only to individuals who can form legally binding
contracts under applicable law. Without limiting the foregoing, our services are
not available to minors or to temporarily or indefinitely suspended Capital
Confirmation members. If you are a minor, you cannot use this service. If you do
not qualify, please do not use our services. Further, your Capital Confirmation
account (including feedback) and User Id may not be transferred or sold to
another party. If you are registering as a business entity, you represent that
you have the authority to bind the entity to this Agreement. If you are
registered as an individual, you represent that you are the individual you
purport to be.

2. Fees and Service.

Joining our service is free. There is a charge for requesting and receiving
confirmations. Our Fees and Credit Policy is available here and is incorporated
by reference. We may change our Fees and Credit Policy and the fees for our
services from time to time. Our changes to the policy are effective upon our
posting of an updated Fee Policy on the www.confirmation.com website. We may
choose to temporarily change our Fee Policy and the fees for our services for
promotional events and such changes are effective when we post the temporary
promotional event on the www.confirmation.com website. When you purchase a
confirmation you have an opportunity to review and accept the fees that you will
be charged for the use of our services. We may in our sole discretion change
some or all of our services at any time. In the event we introduce a new
service, the fees for that service are effective at the launch of the service.
Unless otherwise stated, all fees are quoted in U.S. Dollars. You are
responsible for paying all fees associated with using our service and our
website and all applicable taxes.

3. Capital Confirmation is a Venue.

3.1 Capital Confirmation is not a bank or law firm nor are we an authorized bank
or law firm representative. Instead, our site acts as a venue to allow users to
request, receive, and buy confirmations at any time, from anywhere. We are not
involved in the actual transaction between users of and providers of the
confirmation information. As a result, we have no control over the quality,
accuracy, timeliness or legality of the requests and the responses, or the truth
or accuracy of the requests and responses. We also cannot ensure that a provider
will actually complete a transaction.

3.2 Identity Verification. We use many techniques to identify our users when
they register on our site. However, because user verification on the Internet is
difficult, Capital Confirmation cannot and does not confirm each user’s
purported identity. Thus, we have established a user-initiated communication
system to help you evaluate with whom you are dealing. We encourage you to
communicate directly with individual parties through the tools available on our
site.

3.3 Release. Because we are a venue, in the event that you have a dispute with
one or more users, you release Capital Confirmation (and our officers,
directors, agents, subsidiaries, joint ventures and employees) from claims,
demands and damages (actual and consequential) of every kind and nature, known
and unknown, suspected and unsuspected, disclosed and undisclosed, arising out
of or in any way connected with such disputes. If you are a California resident,
you waive California Civil Code §1542, which says: “A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.”

3.4 Information Control. We do not control the information provided by other
users that is made available through our system. You may find other user’s
information to be inaccurate. Please use caution, common sense, and safe
practices when using our site.

3.5 Customer Support. Monday through Friday between the hours of 8:00 A.M. and
5:00 P.M. Central Standard Time, customer support shall be available free of
charge by telephone or by email at one or more phone numbers or email addresses
to be specified on our website located at www.confirmation.com.

4. Authorizing, Requesting and Purchasing.

By authorizing, requesting and purchasing a confirmation you agree to be bound
by the conditions of this Agreement. Requests are not retractable. If you choose
to authorize, request or purchase a confirmation you are certifying that you
have the legal right to authorize, request or purchase such confirmations.

5. Address Lookup.

Capital Confirmation pulls Address Lookup information from public and private
data sources. The Public Records, private records and commercially available
data sources used in this system have errors and are not complete. Data is
sometimes entered poorly and processed incorrectly. This system should not be
relied upon as definitively accurate. Before relying on any data this system
supplies, it should be independently verified.

6. Out-of-Network Confirmations.

The Out-of-Network confirmation service requires the requestor to enter the
contact information for the responder and the responder’s company. Because you
as the requestor determine who and at which entity an out-of-network
confirmation is directed, and therefore which entity and who at that entity is
the responder, you agree to accept full and sole responsibility for the
verification and validation of the identity of the individual responder and the
company they claim to represent. You understand that Capital Confirmation has
not and will not validate the identity of the responder or the company they
claim to represent. You release and hold harmless Capital Confirmation from any
and all claims related to the responder’s identity and/or the identity of the
company the responder claims to represent if you request confirmations through
www.confirmation.com using the Out-of-Network confirmation service.

7. Fraud.

Without limiting any other remedies, Capital Confirmation may suspend or
terminate your account if we suspect that you (by conviction, settlement,
insurance investigation, or otherwise) have engaged in fraudulent activity in
connection with our site.

8. Your Information.

8.1 Definition. “Your Information” is defined as any information you provide to
us or other users in the registration or confirmation process (including but not
limited to Client Information, as defined below), in any message area or through
any email feature. You are solely responsible for Your Information, and we act
as a passive conduit for your online distribution and publication of Your
Information. You acknowledge and agree that as part of the Service Capital
Confirmation will be required to host and process information relating to the
audit confirmations, accounts receivable/accounts payable confirmations, credit
inquiries, employee benefit plan audits and confirmations, and legal
confirmations for accounting firms, law firms, banks, relating to your clients
(collectively “Client Information”).

8.2 Restricted Activities. Your Information (or any items listed) and your
activities on the site shall not: (a) be false, inaccurate or misleading; (b) be
fraudulent; (c) infringe any third party’s copyright, patent, trademark, trade
secret or other proprietary rights or rights of publicity or privacy; (d)
violate any law, statute, ordinance or regulation (including, but not limited
to, those governing consumer protection or antidiscrimination); (e) be
defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f)
be obscene or contain child pornography; (g) contain any viruses, Trojan horses,
worms, time bombs, cancelbots, easter eggs or other computer programming
routines that may damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or personal information; and (h)
create liability for us or cause us to lose (in whole or in part) the services
of our ISPs or other suppliers. Furthermore, you may not authorize or request
any confirmation on the site (or consummate any transaction that was initiated
using our service) that, by authorizing or paying to us the usage fee or the
final value fee, could cause us to violate any applicable law, statute,
ordinance or regulation.

8.3 License. Solely to enable Capital Confirmation to use Your Information, so
that we are not violating any rights you might have in that information, you
agree to grant us a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free, sublicensable (through multiple tiers) right to exercise the
copyright, publicity, and database rights (but no other rights) you have in Your
Information, in any media now known or not currently known, with respect to Your
Information.

8.4 Access and Use. Access and use of Client Information by Capital
Confirmation, will be directed by you and limited to the extent necessary to
deliver the Service. Capital Confirmation will establish standards and
guidelines designed to protect the confidentiality, integrity and availability
of Client Information hosted in the Service.

8.5 Supplemental Terms with German Auditors/Sworn Accountants.

The parties agree that this Section 8.5 shall only apply in the event you are a
German Auditor/Sworn Accountant utilizing the Service:

a. Capital Confirmation is aware that legal obligations exist with regard to
allowing access to information of your clients and that the violation of such
obligations may have criminal consequences for the parties involved (cf. in
particular §§ 203, 204 StGB, custodial sentence or fine).

Capital Confirmation is obligated to maintain confidentiality in accordance with
the mandatory applicable legal provisions on confidentiality and the contractual
provisions existing with the client.

b. Capital Confirmation will be obligated not to use the customer data provided
to any extent other than that described in this Agreement. In this context,
Capital Confirmation will be obligated, in particular, in the context of
processing for the provision of online services to customer, to obtain knowledge
of third party secrets only to the extent that this is necessary for the
performance of the Agreement. By “obtain knowledge”, the parties understand the
process of cognitive, human and content knowledge (e.g. access to contents of
individual documents with the aim of taking cognitive, human and content
knowledge of them).

c. Capital Confirmation and its subcontractors may use other persons to provide
the Services. Capital Confirmation ensures that both the persons employed by
Capital Confirmation insofar as they could gain knowledge of customer data made
available in connection with their activities, and the subcontractors are
obligated to maintain confidentiality in accordance with the contractual
provisions existing with the customer, at least in text form, and that the
subcontractors are also obligated to obligate the persons employed by them
accordingly.

9. Ownership of Intellectual Property.

Capital Confirmation shall have and retain all rights, title and interest in all
Intellectual Property relating to the Service or arising out of the relationship
described in this Agreement. “Intellectual Property” means all ideas,
discoveries, inventions, developments, designs, improvements, trademarks,
service marks, trade secrets, proprietary information, programs, source code,
object code, applications for patents, patents, copyrights (for the duration
thereof, including renewals, extensions, and reversions thereof), copyrightable
works, and the goodwill associated therewith, including enhancements,
improvements, and derivative works, either presently existing or hereinafter
arising. You hereby assign and transfer to Capital Confirmation any and all
rights in any such Intellectual Property, either presently existing or
hereinafter arising, and agree to take such actions (at Capital Confirmation’s
expense) as Capital Confirmation may reasonably request to secure such rights
for Capital Confirmation. While a registered user of our service, and for a
period of two (2) years from the date of last login, you agree not to offer
services or assist others in offering services that would compete in any way
with the services offered by Capital Confirmation. Unsolicited ideas or product
feedback will automatically become our property, without any compensation to you
and we may use or distribute such submissions and their contents for any purpose
and in any way without any obligations of confidentiality or otherwise.

9.1 License. You agree to grant us a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, sublicensable (through multiple tiers) right to use
your company name, trademark, word mark, service mark, and logo (collectively,
“Marks”) in correspondence with Clients and Users related to the Service. You
also grant us and our affiliates a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, transferable right to use your Marks in any
publicity, promotion, news release, website, social media posting, announcement,
customer list, sales deck, marketing or promotional material, case study,
advertisement or in a similar medium.

10. Access and Interference.

You agree that you will not use any robot, spider, other automatic device, or
manual process to monitor or copy our web pages or the content contained herein
without our prior expressed written permission. You agree that you will not
reverse engineer, disassemble, decompile, decode, adapt, develop, or modify the
website or Service, or otherwise attempt to derive or gain access to the source
code of the website or Service, in whole or in part. You agree that you will not
use any device, software or routine to bypass our security features, or to
interfere or attempt to interfere with the proper working of the Capital
Confirmation site or any activities conducted on our site. You agree that you
will not take any action that imposes an unreasonable or disproportionately
large load on our infrastructure. Much of the information on our site is updated
on a real time basis and is proprietary or is licensed to Capital Confirmation
by our users or third parties. You agree that you will not copy, reproduce,
alter, modify, create derivative works, or publicly display any content (except
for Your Information) from our website without the prior expressed written
permission of Capital Confirmation or the appropriate third party. You must
ensure that all information you supply to us through our website or Service, or
in relation to our website or Service, is true, accurate, complete and not
misleading. You shall have sole responsibility for the legality, reliability,
integrity, accuracy, and quality of this information. You shall not access all
or any part of our website or Service to build a product or service which
competes with the Service. You shall not attempt to obtain, or assist third
parties in obtaining, access to our website or Service, other than as provided
under this Agreement. You shall not make, nor permit any party to make, any use
of our website or Service other than to avail of the Service. You shall not make
alterations to, or permit our website or Service or any part of it to be
combined with, or become incorporated into, any other programs. You shall not
provide or otherwise make available our website or the Service in whole or in
part (including object and source code), in any form, to any person without our
prior written consent. You shall not infringe on our licensors’ intellectual
property rights or those of any third party in relation to your use of our
website or Service. We may make available to you certain Application Programming
Interfaces (an “API” or “APIs”) to achieve additional functionality for users,
and provide capabilities or integrations that leverage one or more of our
products or services available at www.confirmation.com or provided by our
affiliates, which you may use where applicable, subject to our then current fees
(if any) for such APIs. Unless previously authorized by us, or our affiliates,
you must not automatically connect (whether through APIs or otherwise) any
Service to other data, software, services or networks.

11. Breach.
Without limiting other remedies, we may immediately remove you, warn our
community of your actions, issue a warning, temporarily suspend, indefinitely
suspend or terminate your membership and refuse to provide our services to you
if: (a) you breach this Agreement or the documents it incorporates by reference;
(b) we are unable to verify or authenticate any information you provide to us;
or (c) we believe that your actions may cause financial loss or legal liability
for you, our users or us.

12. Electronic Communications; Identifiers and Passwords; Binding Effect.

You will receive and transmit information to us over the Internet using SSL
technology and 2048-bit encryption. You must use Internet browsers that will
support the use of 2048-bit encryption. In order to initiate a session where
information is transmitted, you will select and use an identification code (such
as a “log-in ID”) and a password. You shall protect and safeguard its
identification code and password, and shall only permit authorized employees to
use the identification code and password in connection with the service. We, and
all other persons receiving information from you that has been transmitted using
the identification code and password selected by you, shall be entitled to rely
in all instances that the information so transmitted has been transmitted by
you, that such information is true, accurate and complete in all respects, with
the same effect and intent as if such information had been transmitted in
written form bearing your written signature. If you believe that your
identification code and password have been lost, stolen or compromised in any
respect, please notify us immediately at 1-866-325-72011. Communications using
the identification code and password received after we have had an opportunity
to respond to your notice will not be valid or effective.

13. Privacy & Data Processing.
13.1 Privacy We do not sell or rent your personal information to third parties
and only use your personal information as described in the Privacy Statement
available at https://www.confirmation.com/legal-security-privacy/index.html. We
take the protection of our users’ privacy seriously. We store and process your
personal information on computers located in the European Union and the United
States that are protected with security measures.

If you object to your personal information being collected, used, transferred,
or otherwise processed in this way, please do not use our services.

13.2 Data Processing. The parties agree that the terms of the Customer Data
Processing Addendum (“DPA”), shall apply to the extent Capital Confirmation
Processes Customer Personal Data (as those terms are defined in the DPA), in
which case the DPA is hereby incorporated into this Agreement by this reference.
If the parties are required to enter into the Standard Contractual Clauses to
legitimize the transfer of Personal Data outside of the European Economic Area
(EEA) and/or Switzerland, then the parties hereby agree to the Standard
Contractual Clauses as outlined in the DPA provided that, Appendix 1 and
Appendix 2 to the Standard Contractual Clauses are hereby replaced in their
entirety with the terms set forth in Schedule 1. For the purposes of this User
Agreement references to “Thomson Reuters” in the DPA shall be deemed to refer to
Capital Confirmation and references to “Customer” shall be deemed to refer to
You.

14. Client Authentication.

You certify that any and all subject(s) set up as your client(s) on the
Confirmation.com service are authorized representatives of your client.

15. Authorization.

You certify that any confirmations requested are with the subject(s) prior
written permission. You agree to keep the authorization on file for a minimum of
5 years. Typically this written permission is in the form of a client engagement
letter. You warrant that the release of the subject information will not result
in a breach of any applicable Data Protection Laws.

16. Audit Rights.

Capital Confirmation may, from time to time, conduct various audits of your
practices and procedures to determine your compliance with this Agreement. You
will reasonably cooperate in all those audits. Capital Confirmation may conduct
on-site and/or off-site audits of your facilities as Capital Confirmation
determines during normal business hours, and upon reasonable notice.

17. No Warranty.

WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND
SERVICES, INCLUDING BUT NOT LIMITED TO ANY APIS, ON AN “AS IS” BASIS WITHOUT ANY
WARRANTIES OF ANY KIND. WE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS
ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF
THIRD-PARTIES’ RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WE
MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS
OF THE SERVICES OR ANY CONTENT THEREIN. WE MAKE NO WARRANTIES THAT THE WEBSITE
OR SERVICE WILL REMAIN AVAILABLE. WE RESERVE THE RIGHT TO DISCONTINUE OR ALTER
ANY OR ALL OF THE WEBSITE OR SERVICE, AND TO STOP PUBLISHING OUR WEBSITE OR
SERVICE AT ANY TIME AND IN OUR SOLE DISCRETION WITHOUT NOTICE OR EXPLANATION,
AND YOU WILL NOT BE ENTITLED TO ANY COMPENSATION OR OTHER PAYMENT UPON THE
DISCONTINUANCE OR ALTERATION OF OUR WEBSITE OR SERVICES. FOR THE AVOIDANACE OF
ALL DOUBT, WE DO NOT WARRANT, NOR WILL BE RESPONSIBLE FOR, ANY PRODUCTS,
SERVICES, FUNCTIONALITY, OR INTERFACES THAT ARE PROVIDED BY YOU OR ANY THIRD
PARTY.

18. Liability Limit.

IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR
LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR IN CONNECTION WITH OUR SITE, OUR SERVICES, INCLUDING WITHOUT LIMITATION USE
OF ANY APIS, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE USER
SHALL HAVE NO LIABILITY WITH RESPECT TO THE SERVICE FOR CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL WE, OUR SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE
WITH RESPECT TO THE ACCURACY OR RELIABILITY OF INFORMATION PROVIDED BY THE
AUDITOR, WHETHER INPUTTED INTO THE CAPITAL CONFIRMATION WEBSITE OR ANY
ASSOCIATED PLATFORMS BY US CAPITAL CONFIRMATION OR BY THE AUDITOR. THE AUDITOR
MAINTAINS THE SOLE RESPONSIBILITY AND LIABILITY FOR REVIEWING AND APPROVING THE
INFORMATION POPULATED INTO THE CAPITAL CONFIRMATION WEBSITE AND ASSOCIATED
PLATFORMS.

OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS,
TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSOR OF (A)
THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRECEDING THE FIRST DATE ON
WHICH SUCH LIABILITY AROSE, OR (B) $100. NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE
OF ANY APIS PROVIDED BY CAPITAL CONFIRMATION SHALL BE FOR CAPITAL CONFIRMATION
TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE NONPERFORMING
APIS.

19. Fair Credit Reporting Disclosure.

The parties acknowledge that CCI is not a consumer reporting agency as such term
is defined in the federal Fair Credit Reporting Act, 15 U.S.C. 1581 et seq.
(“FCRA”) and therefore, is not subject to the requirements or provisions of the
FCRA. Any reports accessed through the Services or Sites do not constitute
consumer reports as such term is defined in the FCRA, and accordingly, such
reports may not be used to determine eligibility for credit, employment,
insurance underwriting, tenant screening or for any other purpose provided for
in the FCRA. CCI makes no representations or warranties as to its compliance or
certifications with respect to the Fair Credit Reporting Act or its regulatory
requirements. However, other Users, including banking institutions, financial
organizations, credit reporting agencies, and other entities with which the User
may interact through the Services or Sites may be subject to the Fair Credit
Reporting Act. CCI makes no representations or warranties about such other
User’s compliance or certifications with respect to the Fair Credit Reporting
Act or its regulatory requirements. CCI shall not be deemed a guarantor of the
accuracy or completeness of information provided by other Users.

20. Indemnity.
You shall indemnify and hold Capital Confirmation and (as applicable) our
parent, subsidiaries, affiliates, officers, directors, agents, and employees and
the financial institutions harmless from any and all third-party claims, losses
and damages, liability, and costs, including attorney’s fees, against, or
incurred by, Capital Confirmation to the extent such claims, damages, liability
and costs result directly or indirectly from: (a) your negligence or intentional
conduct; (b) your breach of your obligations under this Agreement including, but
not limited to, any breach which results in the unauthorized and/or
non-permissible use of information obtained via Capital Confirmation’s
Confirmation.com service or any other such service under this Agreement; (c) any
claim that our website or Service or the use thereof infringes upon,
misappropriates, or violates any intellectual property rights of any third
party, provided that such claim results from or is related to (i) an
unauthorized modification of our website or Service; (ii) the combination of the
website or Service with software, hardware, or equipment not provided by us if
our website or Service alone would not be the subject of such claim; or (iii)
your unauthorized use of the website or Service; (d) any data breach suffered by
you, your vendor or processor, or by a vendor or processor for Capital
Confirmation; or (e) any claim, action, audit, investigation, regulatory action,
inquiry, or other proceeding that arises out of or relates to your failure to
comply with any applicable laws and regulations in connection with the transfer
of personal data to or outside the EU/EEA including any applicable Data
Protection Laws.

21. Confidentiality.

You may be given access to our confidential information or confidential
information from other authorized Users in relation to your use of our website
or Service. Information and knowledge related to the operation and processes of
the website and Service are also considered confidential information. You shall
hold confidential information in confidence and, unless required by law, not
make confidential information available to any third party, or use confidential
information for any purpose other than as provided for in using our website or
Service. You shall take all reasonable steps to ensure that confidential
information to which you have access is not disclosed or distributed by any
person in violation of this Agreement. You acknowledge that details of the
Service constitute our confidential information.

22. Legal Compliance.

You represents and warrants that you have read, understand and shall comply with
all laws, regulations and judicial actions including, but not limited to, the
Identity Theft and Assumption Deterrence Act, the Fraud and False Statements
Act, the USA Freedom Act, the Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act and the Fair Credit Reporting
Act (15 U.S.C. 1681 et seq.), including without limitation, all amendments
thereto, and all other applicable federal or state legislation, regulations and
judicial actions, as now or as may become effective.

You certify that you will use the service and the information received for no
other purpose than is legally permissible. You understand that if the system is
used improperly by company personnel, or if its access codes are made available
to any unauthorized personnel due to carelessness on the part of you or any
other, you may be held responsible for financial losses, fees or monetary
charges that may be incurred and that its access privileges may be terminated.
You will not obtain, retain, use, or provide access to the Service to an
affiliate or any third party in a manner that may breach any applicable export
control or economic sanctions laws and regulations for any jurisdiction,
including the United States of America, the United Kingdom and the European
Union and its Member States. You warrant that neither you, nor any affiliate to
which you provide access to the Service, is affiliated with a specially
designated or sanctioned entity under any of those laws and that, in any
transaction relating to Confirmation or the Service, such transactions will not
involve sanctioned parties, including without limitation through the use of bank
accounts at banks that are sanctioned parties. Further, the parties represent
and warrant that they have read, understand and shall comply with all applicable
laws, regulations and judicial actions including, but not limited to,
anti-bribery laws, anti-corruption laws, anti-slavery laws, anti-human
trafficking, tax laws, any applicable law aimed at preventing the facilitation
of criminal behavior.

23. UK Finance Limited plus any other group company of UK Finance Limited
(together the “UKF”).
Nothing in this agreement shall limit the UKF’s liability for death or personal
injury caused by its negligence or that or its personnel; fraud or fraudulent
misrepresentation; or for any other liability which cannot be excluded under
English law, even if any other terms of this Agreement would suggest that this
might otherwise be the case.

You expressly acknowledge and agree that the UKF: (a) is not a part to this
Agreement and is not involved in the design, supply or support of Capital
Confirmation Inc’s services including the service promoted to UK banks as “UKF
Confirmations”; (b) makes no representation or warranty that the services will
be adequate or appropriate for you and its requirements and any UKF trademarks
or logos present in marketing materials or other documents o not represent and
endorsement of the service; (c) shall not be responsible for providing any of
the services; and (d) shall have no liability to you whatsoever whether direct
or indirect and whether in contact, tort (including negligence),
misrepresentation or for any other reason in respect of any of the services
provided under this agreement.

24. No Agency.

You and Capital Confirmation are independent contractors, and no agency,
partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by this Agreement.

25. Notices.
Except as explicitly stated otherwise, any notices shall be given by postal mail
to Capital Confirmation Inc. Attn: Legal Department 610 Opperman Drive, Eagan,
MN 55123 (in the case of Capital Confirmation) or to the email address you
provide to Capital Confirmation during the registration process (in your case).
Notice shall be deemed given 24 hours after email is sent, unless the sending
party is notified that the email address is invalid. Alternatively, we may give
you notice by certified mail, postage prepaid and return receipt requested, to
the address provided to Capital Confirmation during the registration process. In
such case, notice shall be deemed given 3 days after the date of mailing.

26. Arbitration.
Any legal controversy or legal claim arising out of or relating to this
Agreement or our services, excluding legal action taken by Capital Confirmation
to collect our fees and/or recover damages for, or obtain an injunction relating
to, the Capital Confirmation site operations, intellectual property, and our
services, shall be settled by binding arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association. Any such
controversy or claim shall be arbitrated on an individual basis, and shall not
be consolidated in any arbitration with any claim or controversy of any other
party. The arbitration shall be conducted in Nashville, Tennessee, and judgment
on the arbitration award may be entered into any court having jurisdiction
thereof. Either you or Capital Confirmation may seek any interim or preliminary
relief from a court of competent jurisdiction in Nashville, Tennessee necessary
to protect the rights or property of you or Capital Confirmation pending the
completion of arbitration. Should either party file an action contrary to this
provision, the other party may recover attorney’s fees and costs up to $1000.00.

27. Additional Terms.

The following policies are incorporated into this Agreement by reference and
provide additional terms and conditions related to specific services offered on
our site:

Customer Data Processing Addendum:

https://www.thomsonreuters.com/content/dam/ewp-m/documents/thomsonreuters/en/pdf/gdrp/global-customer-data-processing-addendum.pdf

Privacy Statement:

https://www.confirmation.com/legal-security-privacy/index.html.

Fee and Credit Policy:

https://www.confirmation.com/resources/uncategorized/fees-and-credit-policy/

Each of these policies may be changed from time to time and are effective
immediately after we post the changes on our site, except for the Privacy
Statement for which we will provide you with thirty days prior notice. In
addition, when using particular services on our site, you agree that you are
subject to any posted policies or rules applicable to services you use through
our site, which may be posted from time to time. All such posted policies or
rules are hereby incorporated by reference into this Agreement.

You acknowledge and agree that: (a) members of Capital Confirmation’s Group may
be retained as sub-processors; and (b) Capital Confirmation and members of
Capital Confirmation’s Group respectively may engage third-party sub-processors
in connection with the provision of the Services. We do not guarantee and shall
not be liable for the performance of any sub-processor or sub-contractor.

28. Governing Law.

This Agreement shall be governed in all respects by the laws of the State of
Tennessee, without reference to conflict of laws principles. You further consent
to exclusive jurisdiction by the United States District Court for the Middle
District of Tennessee.

29. Assignment.

You agree that this Agreement and all incorporated agreements may be
automatically assigned by Capital Confirmation, in our sole discretion, to a
third party in the event of a merger or acquisition. You may not, without our
prior written consent, assign, transfer, sub-contract or otherwise deal with any
of your rights and/or obligations under this Agreement.

30. General.
We do not guarantee continuous, uninterrupted or secure access to our services,
and operation of our site may be interfered with by numerous factors outside of
our control. If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck and the remaining provisions shall
be enforced. Headings are for reference purposes only and in no way define,
limit, construe or describe the scope or extent of such section. Our failure to
act with respect to a breach by you or others does not waive our right to act
with respect to subsequent or similar breaches. English is the official language
used for content on the Confirmation.com website. Through the use of a
third-party provider Confirmation.com provides its users with limited English
proficiency to access information on the site. Translations made through this
automated process should not be considered exact particularly in cases of
technical and legal terminology. Additionally, some files including graphs,
photos and portable document formats (pdfs) cannot be translated through this
process. Capital Confirmation Inc. does not warrant the accuracy or reliability
of any information translated by this system and shall not be liable for any
losses caused by such reliance on the accuracy or reliability of such
information. While every effort is made to ensure the accuracy of the
translation, portions may be incorrect. Any person or entity who relies on
information obtained from the system does so at his or her own risk. This
Agreement sets forth the entire understanding and agreement between us with
respect to the subject matter hereof. Sections 2 (Fees and Services) with
respect to fees owed for our services, 3.3 (Release), 8.3 (License), 10 (Access
and Interference), 18 (Liability Limit), 20 (Indemnity) and 26 (Arbitration)
shall survive any termination or expiration of this Agreement.

31. Disclosures.
The services hereunder are offered by Capital Confirmation Inc., located at 610
Opperman Drive, Eagan, MN 55123. Fees for our services are described above in
Section 2 (Fees and Services).

32. Disputes.

Disputes between you and Capital Confirmation regarding our services may be
reported to Customer Support by mailing us at Capital Confirmation, Customer
Support, 610 Opperman Drive, Eagan, MN 55123. We encourage you to report all
user-to-user disputes to your local law enforcement, postmaster general, or a
certified mediation or arbitration entity.

33. Your Acceptance of this User Agreement.

You evidence your acceptance of this User Agreement by clicking on “Accept User
Agreement and Add Account” button on the Capital Confirmation website or by
using the Confirmation.com service. Such acceptance shall have the same legal
effect as your written signature set forth on a written document containing the
terms and conditions of this User Agreement.

Schedule 1

Where applicable as outlined in Section 13 (Privacy & Data Processing) of the
User Agreement, Appendix 1 and Appendix 2 to the Standard Contractual Clauses
are hereby replaced in their entirety with the following:

Appendix 1
to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties

The Member States may complete or specify, according to their national
procedures, any additional necessary information to be contained in this
Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the
transfer):

The data exporter will export the personal data contained in the client’s
documentation to the responders via the Confirmation.com platform. Exported data
will concern personal data of data exporter’s employees with access given to the
online platform handled by the data importer. Also, data exporter’s client data
for the purposes of forwarding data exporter’s audit requests to responders by
the data importer.

Data importer

The data importer is (please specify briefly activities relevant to the
transfer):

Capital Confirmation Inc.

The data importer provides an online venue for digital transaction management,
including but not limited to, audit confirmations, accounts receivable/accounts
payable confirmations, credit inquiries, employee benefit plan audits and
confirmations, and legal confirmations for accounting firms, law firms, banks,
and other users. Processed data will concern data exporter’s employees for which
accounts in the platform handled by the data importer will be created. Also,
data exporter’s client data for the purposes of forwarding data exporter’s audit
requests to responders by the data importer.

Data subjects

The personal data transferred concern the following categories of data subjects
(please specify):

Data exporter’s employees and personal data of data exporter’s client’s
representatives and other subjects mentioned in the documentation, which is sent
to the responder

Categories of data

The personal data transferred concern the following categories of data (please
specify):

The categories of data are: names, surnames, addresses, account numbers,
financial information, PESEL number and other personal data of the subjects
mentioned in the documentation sent to the responder. Employees, partners,
principals, directors, former employees, former partners, former principals,
former directors, new hires, individual contractors and temporary staff of the
data exporter, as well as applicants, dependants, contractors / subcontractors,
clients, suppliers/vendors of the data exporter

Special categories of data (if appropriate)

Not applicable

Processing operations

The personal data transferred will be subject to the following basic processing
activities (please specify):

The platform Confirmation.com is internet-based system, that allows the data
exporter to send documentation to auditors for the needs of the audit. The
documentation will be encrypted by the data importer while uploading it to the
platform, so the data importer should not get access to the contents of the
documentation and personal data contained in the documentation beyond the scope
necessary to perform the encryption process.

DATA EXPORTER

Name:………………………………………………………………………………………………………………………

Authorised Signature………………………………………………………………………………………………………………………

DATA IMPORTER

Capital Confirmation Inc.

Name:

Authorised Signature………………………………………………………………………………………………………………………

Appendix 2

to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties.

Description of the technical and organisational security measures implemented by
the data importer in accordance with Clauses 4(d) and 5(c) (or
document/legislation attached):

Data Importer has implemented the technical and organisation security measures
set out in the Agreements and incorporated herein by reference.

DATA EXPORTER

Name:

Authorised Signature

Capital Confirmation Inc.

Name:

Authorised Signature

For Responders of Confirmations

USER AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH CAPITAL CONFIRMATION INC. OFFERS YOU
ACCESS TO OUR SERVICES.

Welcome to the User Agreement for Capital Confirmation Inc. This Agreement
describes the terms and conditions applicable to your use of our services
available under the domains and sub-domains of www.confirmation.com, and
learn.confirmation.com (“Confirmation Website(s)”) owned and operated by Capital
Confirmation, and the general principles for the websites of our subsidiaries.
If you do not agree to be bound by the terms and conditions of this Agreement,
do not use or access our services. You evidence your acceptance of the terms and
conditions of this Agreement through your use of any of the Confirmation.com
services (aka “Confirm™” service).

If you have any questions, please email us at customer.support@confirmation.com.

1. Membership Eligibility.
Our services are available only to individuals who can form legally binding
contracts under applicable law. Without limiting the foregoing, our services are
not available to minors or to temporarily or indefinitely suspended Capital
Confirmation members. If you are a minor, you cannot use this service. If you do
not qualify, please do not use our services. Further, your Capital Confirmation
account (including feedback) and User Id may not be transferred or sold to
another party. If you are registering as a business entity, you represent that
you have the authority to bind the entity to this Agreement. If you are
registered as an individual, you represent that you are the individual you
purport to be.

2. Fees and Service.
Capital Confirmation provides a venue for digital transaction management,
including but not limited to, audit confirmations, accounts receivable/accounts
payable confirmations, credit inquiries, employee benefit plan audits and
confirmations, and legal confirmations for accounting firms, law firms, banks,
and other users (the “Service”). Joining and using our service to respond to
audit confirmations is free. Our changes to the policy are effective after we
provide you with at least fourteen (14) days’ notice of the changes by posting
the changes in this Agreement. In the event we introduce a new service, the fees
for that service are effective at the launch of the service. The Service also
includes the provision of ancillary services deemed reasonably necessary by
Capital Confirmation to run a venue for digital transaction management,
including but not limited to customer support, billing, and account management.

3. Capital Confirmation is a Venue.

3.1 Capital Confirmation is not an accounting firm or client user nor are we an
authorized accounting firm or client user representative. Instead, our site acts
as a venue to allow users to respond to audit confirmations. We are not involved
in the actual transaction between users of and providers of the confirmation
information. As a result, we have no control over the quality, accuracy,
timeliness or legality of the requests and the responses, or the truth or
accuracy of the requests and responses.

4. Responding

By responding to a confirmation request you agree to be bound by the conditions
of this Agreement. Responses are not retractable. If you choose to respond to a
confirmation you are certifying that you have the legal right to respond to such
confirmations on behalf of the company you purport to represent and work for, or
in the case of an individual who is responding, you are certifying that you are
the person you purport to be.

5. Fraud

6. Your Information.

6.1 Definition. “Your Information” is defined as any information you provide to
us or other users in the registration or confirmation process (including but not
limited to Client Information, as defined below), in any message area or through
any email feature. You are solely responsible for Your Information, and we act
as a passive conduit for your online distribution and publication of Your
Information. You acknowledge and agree that as part of the Service Capital
Confirmation will be required to host and process information relating to the
audit confirmations, accounts receivable/accounts payable confirmations, credit
inquiries, employee benefit plan audits and confirmations, and legal
confirmations for accounting firms, law firms, and banks, relating to your
clients (collectively “Client Information”).

6.2 Restricted Activities. Your Information (or any items listed) and your
activities on the site shall not: (a) be false, inaccurate or misleading; (b) be
fraudulent; (c) infringe any third party’s copyright, patent, trademark, trade
secret or other proprietary rights or rights of publicity or privacy; (d)
violate any law, statute, ordinance or regulation (including, but not limited
to, those governing consumer protection or antidiscrimination); (e) be
defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f)
be obscene or contain child pornography; (g) contain any viruses, Trojan horses,
worms, time bombs, cancelbots, easter eggs or other computer programming
routines that may damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or personal information; and (h)
create liability for us or cause us to lose (in whole or in part) the services
of our ISPs or other suppliers. Furthermore, you may not authorize and respond
to any confirmation on the site (or consummate any transaction that was
initiated using our service) that, by authorizing and responding to us the usage
fee or the final value fee, could cause us to violate any applicable law,
statute, ordinance or regulation.

6.3 License. Solely to enable Capital Confirmation to use You Information, so
that we are not violating any rights you might have in that information, you
agree to grant us a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free, sublicensable (through multiple tiers) right to exercise the
copyright, publicity, and database rights (but no other rights) you have in Your
Information, in any media now known or not currently known, with respect to Your
Information. Capital Confirmation will only use Your Information in accordance
with our Privacy Statement.

6.4 Access and Use. Access and use of Client Information by Capital
Confirmation, will be directed by you and limited to the extent necessary to
deliver the Service. Capital Confirmation will establish standards and
guidelines designed to protect the confidentiality, integrity and availability
of Client Information hosted in the Service.

7. Ownership of Intellectual Property.

8. Access and Interference.

9. Breach.

Without limiting other remedies, we may immediately remove you, warn our
community of your actions, issue a warning, temporarily suspend, indefinitely
suspend or terminate your membership and refuse to provide our services to you
if: (a) you breach this Agreement or the documents it incorporates by reference;
(b) we are unable to verify or authenticate any information you provide to us;
or (c) we believe that your actions may cause financial loss or legal liability
for you, our users or us.

10. Electronic Communications; Identifiers and Passwords; Binding Effect.

You will receive and transmit information to us over the Internet using SSL
technology and 2048-bit encryption. You must use Internet browsers that will
support the use of 2048-bit encryption. In order to initiate a session where
information is transmitted, you will either select and use an identification
code (such as a “log-in ID”) and a password or will be prompted to click a link
to log-in. You shall protect and safeguard identification codes, passwords,
log-in links/emails, and shall only permit authorized employees or yourself to
use the identification code and password, or to click the log-in link, in
connection with the service. We, and all other persons receiving information
from you that has been transmitted using either the identification code and
password selected by you, or the log-in link/email, shall be entitled to rely in
all instances that the information so transmitted has been transmitted by you,
that such information is true, accurate and complete in all respects, with the
same effect and intent as if such information had been transmitted in written
form bearing your written signature. If you believe that your identification
code and password have been lost, stolen or compromised in any respect, please
notify us immediately at 1-866-325-7201. Communications using the identification
code and password received after we have had an opportunity to respond to your
notice will not be valid or effective.

11. Privacy & Data Processing.

11.1 Privacy We do not sell or rent your personal information to third parties
and only use your personal information as described in the Privacy Statement
available at https://www.confirmation.com/legal-security-privacy/index.html. We
take the protection of our users’ privacy seriously. We store and process your
personal information on computers located in the European Union and the United
States that are protected with security measures.

If you object to your information being collected, used, transferred, or
otherwise processed in this way, please do not use our services.

11.2 Data Processing. The parties agree that the terms of the Customer Data
Processing Addendum (“DPA”), shall apply to the extent Capital Confirmation
Processes Customer Personal Data (as those terms are defined in the DPA), in
which case the DPA is hereby incorporated into this Agreement by this reference.
If the parties are required to enter into the Standard Contractual Clauses to
legitimize the transfer of Personal Data outside of the European Economic Area
(EEA) and/or Switzerland, then the parties hereby agree to the Standard
Contractual Clauses as outlined in the DPA provided that, Appendix 1 and
Appendix 2 to the Standard Contractual Clauses are hereby replaced in their
entirety with the terms set forth in Schedule 1. For the purposes of this User
Agreement references to “Thomson Reuters” in the DPA shall be deemed to refer to
Capital Confirmation and references to “Customer” shall be deemed to refer to
You.

12. Supervisor, Secretary, Coordinator and Clerk Authentication.

You certifies that any and all subject(s) set up as your supervisor(s),
secretary(s), coordinator(s) and/or clerk(s) on the Confirm service are your
authorized and employed representatives of the .

13. Audit Rights.

14. No Warranty.

15. Liability Limit.

OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS,
TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A)
THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRECEDING THE FIRST DATE ON
WHICH SUCH LIABILITY AROSE, AND (B) $100. NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE
OF ANY APIS PROVIDED BY CAPITAL CONFIRMATION SHALL BE FOR CAPITAL CONFIRMATION
TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE NONPERFORMING
APIS.

16. Fair Credit Reporting Disclosure.

17. Indemnity.

You shall indemnify and hold Capital Confirmation and (as applicable) our
parent, subsidiaries, affiliates, officers, directors, agents, and employees and
the financial institutions harmless from any and all third-party claims, losses
and damages, liability, and costs, including attorney’s fees, against, or
incurred by, Capital Confirmation to the extent such claims, damages, liability
and costs result directly or indirectly from: (a) your negligence or intentional
conduct; (b) your breach of its obligations under this Agreement including, but
not limited to, any breach which results in the unauthorized and/or
non-permissible use of information obtained via Capital Confirmation’s
Confirmation.com service or any other such service under this Agreement; (c) any
claim that our website or Service or the use thereof infringes upon,
misappropriates, or violates any intellectual property rights of any third
party, provided that such claim results from or is related to (i) an
unauthorized modification of our website or Service; (ii) the combination of the
website or Service with software, hardware, or equipment not provided by us if
our website or Service alone would not be the subject of such claim; or (iii)
your unauthorized use of the website or Service; (d) any data breach suffered by
you, your vendor or processor, or by a vendor or processor for Capital
Confirmation; or (e) any claim, action, audit, investigation, regulatory action,
inquiry, or other proceeding that arises out of or relates to your failure to
comply with any applicable laws and regulations in connection with the transfer
of personal data to or outside the EU/EEA including any applicable data
protection legislation.

18. Confidentiality

19. Legal Compliance.

You represents and warrants that it has read, understands and shall comply with
all laws, regulations and judicial actions including, but not limited to, the
Identity Theft and Assumption Deterrence Act, the Fraud and False Statements
Act, the USA Freedom Act, the Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act and the Fair Credit Reporting
Act (15 U.S.C. 1681 et seq.), including without limitation, all amendments
thereto, and all other applicable federal or state legislation, regulations and
judicial actions, as now or as may become effective.

You certify that you will use the service and the information received for no
other purpose than is legally permissible. You understand that if the system is
used improperly by your personnel, or if its access codes are made available to
any unauthorized personnel due to carelessness on your part or any other, you
may be held responsible for financial losses, fees or monetary charges that may
be incurred and that its access privileges may be terminated. You will not
obtain, retain, use, or provide access to the Service to an affiliate or any
third party in a manner that may breach any applicable export control or
economic sanctions laws and regulations for any jurisdiction, including the
United States of America, the United Kingdom and the European Union and its
Member States. You warrant that neither you, nor any affiliate to which you
provide access to the Service, is affiliated with a specially designated or
sanctioned entity under any of those laws and that, in any transaction relating
to Confirmation or the Service, such transactions will not involve sanctioned
parties, including without limitation through the use of bank accounts at banks
that are sanctioned parties. Further, the parties represent and warrant that
they have read, understand and shall comply with all applicable laws,
regulations and judicial actions including, but not limited to, anti-bribery
laws, anti-corruption laws, anti-slavery laws, anti-human trafficking, tax laws,
any applicable law aimed at preventing the facilitation of criminal behavior.

20. UK Finance Limited plus any other group company of UK Finance Limited
(together the “UKF”).

Nothing in this agreement shall limit the UKF’s liability for death or personal
injury caused by its negligence or that or its personnel; fraud or fraudulent
misrepresentation; or for any other liability which cannot be excluded under
English law, even if any other terms of this Agreement would suggest that this
might otherwise be the case.

You expressly acknowledge and agree that the UKF: (a) is not a party to this
Agreement and is not involved in the design, supply or support of Capital
Confirmation Inc’s services including the service promoted to UK banks as “UKF
Confirmations”; (b) makes no representation or warranty that the services will
be adequate or appropriate for you and its requirements and any UKF trademarks
or logos present in marketing materials or other documents do not represent an
endorsement of the service; (c) shall not be responsible for providing any of
the services; and (d) shall have no liability to you whatsoever whether direct
or indirect and whether in contact, tort (including negligence),
misrepresentation or for any other reason in respect of any of the services
provided under this agreement.

21. No Agency.

You and Capital Confirmation are independent contractors, and no agency,
partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by this Agreement.

22. Notices.

Except as explicitly stated otherwise, any notices shall be given by postal mail
to Capital Confirmation Inc. Attn: Legal Department 610 Opperman Drive, Eagan,
MN 55123 (in the case of Capital Confirmation) or to the email address you
provide to Capital Confirmation during the registration process (in your case).
Notice shall be deemed given 24 hours after email is sent, unless the sending
party is notified that the email address is invalid. Alternatively, we may give
you notice by certified mail, postage prepaid and return receipt requested, to
the address provided to Capital Confirmation during the registration process. In
such case, notice shall be deemed given 3 days after the date of mailing.

23. Arbitration.

Any legal controversy or legal claim arising out of or relating to this
Agreement or our services, excluding legal action taken by Capital Confirmation
to collect our fees and/or recover damages for, or obtain an injunction relating
to, the Capital Confirmation site operations, intellectual property, and our
services, shall be settled by binding arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association. Any such
controversy or claim shall be arbitrated on an individual basis, and shall not
be consolidated in any arbitration with any claim or controversy of any other
party. The arbitration shall be conducted in Nashville, Tennessee, and judgment
on the arbitration award may be entered into any court having jurisdiction
thereof. Either you or Capital Confirmation may seek any interim or preliminary
relief from a court of competent jurisdiction in Nashville, Tennessee necessary
to protect the rights or property of you or Capital Confirmation pending the
completion of arbitration. Should either party file an action contrary to this
provision, the other party may recover attorney’s fees and costs up to $1000.00.

24. Governing Law.

25. Assignment

26. Additional Terms.

The following policies are incorporated into this Agreement by reference and
provide additional terms and conditions related to specific services offered on
our site:

Customer Data Processing Addendum:

https://www.thomsonreuters.com/content/dam/ewp-m/documents/thomsonreuters/en/pdf/gdrp/global-customer-data-processing-addendum.pdf

Privacy Statement:

https://www.confirmation.com/legal-security-privacy/index.html

27. General

We do not guarantee continuous, uninterrupted or secure access to our services,
and operation of our site may be interfered with by numerous factors outside of
our control. If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck and the remaining provisions shall
be enforced. Headings are for reference purposes only and in no way define,
limit, construe or describe the scope or extent of such section. Our failure to
act with respect to a breach by you or others does not waive our right to act
with respect to subsequent or similar breaches. English is the official language
used for content on the Confirmation.com website. Through the use of a
third-party provider Confirmation.com provides its users with limited English
proficiency to access information on the site. Translations made through this
automated process should not be considered exact particularly in cases of
technical and legal terminology. Additionally, some files including graphs,
photos and portable document formats (pdfs) cannot be translated through this
process. Capital Confirmation Inc. does not warrant the accuracy or reliability
of any information translated by this system and shall not be liable for any
losses caused by such reliance on the accuracy or reliability of such
information. While every effort is made to ensure the accuracy of the
translation, portions may be incorrect. Any person or entity who relies on
information obtained from the system does so at his or her own risk. This
Agreement sets forth the entire understanding and agreement between us with
respect to the subject matter hereof. Sections 2 (Fees and Services) with
respect to fees owed for our services, 3.3 (Release), 6.3 (License), 8 (Access
and Interference), 15 (Liability Limit), 17 (Indemnity) and 23 (Arbitration)
shall survive any termination or expiration of this Agreement.

28. Disclosures.

The services hereunder are offered by Capital Confirmation Inc., located at 610
Opperman Drive, Eagan, MN 55123. Fees for our services are described above in
Section 2 (Fees and Services).

29. Disputes.

30. Your Acceptance of this User Agreement.

You evidence your acceptance of this User Agreement by using the
Confirmation.com service. Such acceptance shall have the same legal effect as
your written signature set forth on a written document containing the terms and
conditions of this User Agreement.

Schedule 1

Where applicable as outlined in Section 11 (Privacy & Data Processing) of the
User Agreement, Appendix 1 and Appendix 2 to the Standard Contractual Clauses
are hereby replaced in their entirety with the following:

Appendix 1
to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties

The Member States may complete or specify, according to their national
procedures, any additional necessary information to be contained in this
Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the
transfer):

The data exporter will export the personal data contained in the client’s
documentation to the requestors via the Confirmation.com platform. Exported data
will concern personal data of data exporter’s employees with access given to the
online platform handled by the data importer. Also, data exporter’s customers
data for the purposes of forwarding data exporter’s audits to requestors by the
Importer.

Data importer

The data importer is (please specify briefly activities relevant to the
transfer):

Capital Confirmation Inc.

The data importer provides an online venue for digital transaction management,
including but not limited to, audit confirmations, accounts receivable/accounts
payable confirmations, credit inquiries, employee benefit plan audits and
confirmations, and legal confirmations for accounting firms, law firms, banks,
and other users. Processed data will concern data exporter’s employees for which
accounts in the platform handled by the data importer will be created. Also,
data exporter’s customers data for the purposes of forwarding data exporters
confirmations to requestors by the data importer.

Data subjects

The personal data transferred concern the following categories of data subjects
(please specify):

Data exporter’s employees and personal data of data exporter’s client’s
representatives and other subjects mentioned in the documentation, which is sent
to the requestor

Categories of data

The personal data transferred concern the following categories of data (please
specify):

-names, surnames, names of authorized representatives of the data exporter’s
clients

-including but not limited to: names, surnames, addresses, account numbers,
financial information, PESEL number and other personal data of the subjects
mentioned in the documentation sent to the requestor.

Special categories of data (if appropriate)

Not applicable

Processing operations

The personal data transferred will be subject to the following basic processing
activities (please specify):

DATA EXPORTER

Name:………………………………………………………………………………………………………………………

Authorised Signature………………………………………………………………………………………………………………………

DATA IMPORTER

Capital Confirmation, Inc.

Name:………………………………………………………………………………………………………………………

Authorised Signature………………………………………………………………………………………………………………………

Appendix 2

to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties.

Description of the technical and organisational security measures implemented by
the data importer in accordance with Clauses 4(d) and 5(c) (or
document/legislation attached):

Data Importer has implemented the technical and organisation security measures
set out in the Agreements and incorporated herein by reference.

DATA EXPORTER

Name:

Authorised Signature

Capital Confirmation Inc.

Name:

Authorised Signature

For Clients

USER AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH CAPITAL CONFIRMATION INC. OFFERS YOU
ACCESS TO OUR SERVICES.

Welcome to the User Agreement for Capital Confirmation Inc. This Agreement
describes the terms and conditions applicable to your use of our services
available under the domains and sub-domains of www.confirmation.com, and
learn.confirmation.com (“Confirmation Website(s)”) owned and operated by Capital
Confirmation, and the general principles for the websites of our subsidiaries.
If you do not agree to be bound by the terms and conditions of this Agreement,
do not use or access our services. You evidence your acceptance of the terms and
conditions of this Agreement through your use of any of the Confirmation.com
services (aka “Confirm™” service).

If you have any questions, please email us at customer.support@confirmation.com.

You must read, agree with and accept all of the terms and conditions contained
in this User Agreement and the Privacy Statement, which include those terms and
conditions expressly set out below and those incorporated by reference, or do
not use our service. We strongly recommend that, as you read this User
Agreement, you also access and read the information contained in the other pages
and websites referred to in this document, as they may contain further terms and
conditions that apply to you as a Capital Confirmation user. Please note:
underlined words and phrases are links to these pages and websites. By accepting
this User Agreement, you also agree that your use of other Capital Confirmation
websites will be governed by the terms and conditions posted on those websites.

1. Membership Eligibility.

2. Fees and Service.

Capital Confirmation provides a venue for digital transaction management,
including but not limited to, audit confirmations, accounts receivable/accounts
payable confirmations, credit inquiries, employee benefit plan audits and
confirmations, and legal confirmations for accounting firms, law firms, banks,
and other users (the “Service”). Joining and using our Service to respond to
audit confirmations is free. We may in our sole discretion change some or all of
our services at any time. In the event we introduce a new service, the fees for
that service are effective at the launch of the service. The Service also
includes the provision of ancillary services deemed reasonably necessary by
Capital Confirmation to run a venue for digital transaction management,
including but not limited to customer support, billing, and account management.

3. Capital Confirmation is a Venue.

3.1 Capital Confirmation is not a bank or law firm nor are we an authorized bank
or law firm representative. Instead, our site acts as a venue to allow users to
request and receive confirmations at anytime, from anywhere. We are not involved
in the actual transaction between users of and providers of the confirmation
information. As a result, we have no control over the quality, accuracy,
timeliness or legality of the requests and the responses, or the truth or
accuracy of the requests and responses. We also cannot ensure that a provider
will actually complete a transaction.

3.5 Customer Support. Monday through Friday between the hours of 8:00 A.M. and
5:00 P.M Central Standard Time, customer support shall be available free of
charge by telephone or by email at one or more phone numbers or email addresses
to be specified on our website located at www.confirmation.com.

4. Authorizing and Requesting.

By authorizing and/or requesting a confirmation you agree to be bound by the
conditions of this Agreement. Authorizations and requests are not retractable.
If you choose to authorize and/or request a confirmation you are certifying that
you have the legal right to authorize and/or request and/or respond to such
confirmations.

5. Address Lookup.

6. Fraud.

7. Your Information.

7.1 Definition. “Your Information” is defined as any information you provide to
us or other users in the registration or confirmation process, in any message
area or through any email feature including but not limited to information
relating to the audit confirmations, accounts receivable/accounts payable
confirmations, credit inquiries, employee benefit plan audits and confirmations,
and legal confirmations for accounting firms, law firms, banks. You are solely
responsible for Your Information, and we act as a passive conduit for your
online distribution and publication of Your Information. You acknowledge and
agree that as part of the Service Capital Confirmation will be required to host
and process Your Information. Capital Confirmation will establish standards and
guidelines designed to protect the confidentiality, integrity and availability
of Your Information hosted in the Service

7.2 Restricted Activities. Your Information (or any items listed) and your
activities on the site shall not: (a) be false, inaccurate or misleading; (b) be
fraudulent; (c) infringe any third party’s copyright, patent, trademark, trade
secret or other proprietary rights or rights of publicity or privacy; (d)
violate any law, statute, ordinance or regulation (including, but not limited
to, those governing consumer protection or antidiscrimination); (e) be
defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f)
be obscene or contain child pornography; (g) contain any viruses, Trojan horses,
worms, time bombs, cancelbots, easter eggs or other computer programming
routines that may damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or personal information; and (h)
create liability for us or cause us to lose (in whole or in part) the services
of our ISPs or other suppliers. Furthermore, you may not authorize or request
any confirmation on the site (or consummate any transaction that was initiated
using our service) that, by authorizing or requesting could cause us to violate
any applicable law, statute, ordinance or regulation.

7.3 License. Solely to enable Capital Confirmation to use Your Information, so
that we are not violating any rights you might have in that information, you
agree to grant us a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free, sublicensable (through multiple tiers) right to exercise the
copyright, publicity, and database rights (but no other rights) you have in Your
Information, in any media now known or not currently known, with respect to Your
Information. Capital Confirmation will only use Your Information in accordance
with our Privacy Statement.

8. Ownership of Intellectual Property.

9. Access and Interference.

10. Breach.
Without limiting other remedies, we may immediately remove you, warn our
community of your actions, issue a warning, temporarily suspend, indefinitely
suspend or terminate your membership and refuse to provide our services to you
if: (a) you breach this Agreement or the documents it incorporates by reference;
(b) we are unable to verify or authenticate any information you provide to us;
or (c) we believe that your actions may cause financial loss or legal liability
for you, our users or us.

11. Electronic Communications; Identifiers and Passwords; Binding Effect.

You will receive and transmit information to us over the Internet using SSL
technology and 2048-bit encryption. You must use Internet browsers that will
support the use of 2048-bit encryption. In order to initiate a session where
information is transmitted, you will select and use an identification code (such
as a “log-in ID”) and a password. You shall protect and safeguard its
identification code and password, and shall only permit authorized employees to
use the identification code and password in connection with the service. We, and
all other persons receiving information from you that has been transmitted using
the identification code and password selected by you, shall be entitled to rely
in all instances that the information so transmitted has been transmitted by
you, that such information is true, accurate and complete in all respects, with
the same effect and intent as if such information had been transmitted in
written form bearing your written signature. If you believe that your
identification code and password have been lost, stolen or compromised in any
respect, please notify us immediately at 1-866-325-7201. Communications using
the identification code and password received after we have had an opportunity
to respond to your notice will not be valid or effective.

12. Privacy & Data Processing.
12.1 Privacy. We do not sell or rent your personal information to third parties
and only use your personal information as described in the Privacy Statement
available at https://www.confirmation.com/legal-security-privacy/index.html. We
take the protection of our users’ privacy seriously. We store and process your
personal information on computers located in the European Union and the United
States that are protected with security measures.

If you object to your information being collected, used, transferred, or
otherwise processed in this way, please do not use our services.

12.2 Data Processing. The parties agree that the terms of the Customer Data
Processing Addendum (“DPA”), shall apply to the extent Capital Confirmation
Processes Customer Personal Data (as those terms are defined in the DPA), in
which case the DPA is hereby incorporated into this Agreement by this reference.
If the parties are required to enter into the Standard Contractual Clauses to
legitimize the transfer of Personal Data outside of the European Economic Area
(EEA) and/or Switzerland, then the parties hereby agree to the Standard
Contractual Clauses as outlined in the DPA provided that, Appendix 1 and
Appendix 2 to the Standard Contractual Clauses are hereby replaced in their
entirety with the terms set forth in Schedule 1. For the purposes of this User
Agreement references to “Thomson Reuters” in the DPA shall be deemed to refer to
Capital Confirmation and references to “Customer” shall be deemed to refer to
You.

13. No Warranty.

WE, OUR SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND
SERVICES, INCLUDING BUT NOT LIMITED TO ANY APIS, ON AN “AS IS” BASIS WITHOUT ANY
WARRANTIES OF ANY KIND. WE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL
WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF
THIRD-PARTIES’ RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WE
MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS
OF THE SERVICES OR ANY CONTENT THEREIN. WE MAKE NO WARRANTIES THAT THE WEBSITE
OR SERVICE WILL REMAIN AVAILABLE. WE RESERVE THE RIGHT TO DISCONTINUE OR ALTER
ANY OR ALL OF THE WEBSITE OR SERVICE, AND TO STOP PUBLISHING OUR WEBSITE OR
SERVICE AT ANY TIME AND IN OUR SOLE DISCRETION WITHOUT NOTICE OR EXPLANATION,
AND YOU WILL NOT BE ENTITLED TO ANY COMPENSATION OR OTHER PAYMENT UPON THE
DISCONTINUANCE OR ALTERATION OF OUR WEBSITE OR SERVICES. FOR THE AVOIDANACE OF
ALL DOUBT, WE DO NOT WARRANT, NOR WILL BE RESPONSIBLE FOR, ANY PRODUCTS,
SERVICES, FUNCTIONALITY, OR INTERFACES THAT ARE PROVIDED BY YOU OR ANY THIRD
PARTY.

14. Liability Limit.

15. Fair Credit Reporting Disclosure.

16. Indemnity.
You shall indemnify and hold Capital Confirmation and (as applicable) our
parent, subsidiaries, affiliates, officers, directors, agents, and employees and
the financial institutions harmless from any and all third-party claims, losses
and damages, liability, and costs, including attorney’s fees, against, or
incurred by, Capital Confirmation to the extent such claims, damages, liability
and costs result directly or indirectly from: (a) Your negligence or intentional
conduct; (b) Your breach of its obligations under this Agreement including, but
not limited to, any breach which results in the unauthorized and/or
non-permissible use of information obtained via Capital Confirmation’s
Confirmation.com service or any other such service under this Agreement; (c) any
claim that our website or Service or the use thereof infringes upon,
misappropriates, or violates any intellectual property rights of any third
party, provided that such claim results from or is related to (i) an
unauthorized modification of our website or Service; (ii) the combination of the
website or Service with software, hardware, or equipment not provided by us if
our website or Service alone would not be the subject of such claim; or (iii)
your unauthorized use of the website or Service; (d) any data breach suffered by
You, Your vendor or processor, or by a vendor or processor for Capital
Confirmation; or (e) any claim, action, audit, investigation, regulatory action,
inquiry, or other proceeding that arises out of or relates to your failure to
comply with any applicable laws and regulations in connection with the transfer
of personal data to or outside the EU/EEA including any applicable data
protection legislation.

17. Confidentiality.

18. Legal Compliance.

You represent and warrant that you have read, understand and shall comply with
all laws, regulations and judicial actions including, but not limited to, the
Identity Theft and Assumption Deterrence Act, the Fraud and False Statements
Act, the USA Freedom Act, the Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act and the Fair Credit Reporting
Act (15 U.S.C. 1681 et seq.), including without limitation, all amendments
thereto, and all other applicable federal or state legislation, regulations and
judicial actions, as now or as may become effective.

You certify that you will use the service and the information received for no
other purpose than is legally permissible. You understand that if the system is
used improperly by your personnel, or if your access codes are made available to
any unauthorized personnel due to carelessness your part or any other, you may
be held responsible for financial losses, fees or monetary charges that may be
incurred and that your access privileges may be terminated. You will not obtain,
retain, use, or provide access to the Service to an affiliate or any third party
in a manner that may breach any applicable export control or economic sanctions
laws and regulations for any jurisdiction, including the United States of
America, the United Kingdom and the European Union and its Member States. You
warrant that neither you, nor any affiliate to which you provide access to the
Service, is affiliated with a specially designated or sanctioned entity under
any of those laws and that, in any transaction relating to Confirmation or the
Service, such transactions will not involve sanctioned parties, including
without limitation through the use of bank accounts at banks that are sanctioned
parties. Further, the parties represent and warrant that they have read,
understand and shall comply with all applicable laws, regulations and judicial
actions including, but not limited to, anti-bribery laws, anti-corruption laws,
anti-slavery laws, anti-human trafficking, tax laws, any applicable law aimed at
preventing the facilitation of criminal behavior.

19. UK Finance Limited plus any other group company of UK Finance Limited
(together the “UKF”).

You expressly acknowledge and agree that the UKF: (a) is not a part to this
Agreement and is not involved in the design, supply or support of Capital
Confirmation Inc.’s services including the service promoted to UK banks as “UKF
Confirmations”; (b) makes no representation or warranty that the services will
be adequate or appropriate for you and its requirements and any UKF trademarks
or logos present in marketing materials or other documents do not represent and
endorsement of the service; (c) shall not be responsible for providing any of
the services; and (d) shall have no liability to you whatsoever whether direct
or indirect and whether in contact, tort (including negligence),
misrepresentation or for any other reason in respect of any of the services
provided under this agreement.

20. No Agency.

You and Capital Confirmation are independent contractors, and no agency,
partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by this Agreement.

21. Notices.
Except as explicitly stated otherwise, any notices shall be given by postal mail
to Capital Confirmation Inc. Attn: Legal Department 610 Opperman Drive, Eagan,
MN 55123 (in the case of Capital Confirmation) or to the email address you
provide to Capital Confirmation during the registration process (in your case).
Notice shall be deemed given 24 hours after email is sent, unless the sending
party is notified that the email address is invalid. Alternatively, we may give
you notice by certified mail, postage prepaid and return receipt requested, to
the address provided to Capital Confirmation during the registration process. In
such case, notice shall be deemed given 3 days after the date of mailing.

22. Arbitration.
Any legal controversy or legal claim arising out of or relating to this
Agreement or our services, excluding legal action taken by Capital Confirmation
to recover damages for, or obtain an injunction relating to, the Capital
Confirmation site operations, intellectual property, and our services, shall be
settled by binding arbitration in accordance with the commercial arbitration
rules of the American Arbitration Association. Any such controversy or claim
shall be arbitrated on an individual basis, and shall not be consolidated in any
arbitration with any claim or controversy of any other party. The arbitration
shall be conducted in Nashville, Tennessee, and judgment on the arbitration
award may be entered into any court having jurisdiction thereof. Either you or
Capital Confirmation may seek any interim or preliminary relief from a court of
competent jurisdiction in Nashville, Tennessee necessary to protect the rights
or property of you or Capital Confirmation pending the completion of
arbitration. Should either party file an action contrary to this provision, the
other party may recover attorney’s fees and costs up to $1000.00.

23. Additional Terms.
The following policies are incorporated into this Agreement by reference and
provide additional terms and conditions related to specific services offered on
our site:

Customer Data Processing Addendum:

https://www.thomsonreuters.com/content/dam/ewp-m/documents/thomsonreuters/en/pdf/gdrp/global-customer-data-processing-addendum.pdf

Privacy Statement:

https://www.confirmation.com/legal-security-privacy/index.html

We do not guarantee and shall not be liable for the performance of any
sub-processor or sub-contractor.

24. Governing Law.

25. Assignment.

26. General.
We do not guarantee continuous, uninterrupted or secure access to our services,
and operation of our site may be interfered with by numerous factors outside of
our control. If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck and the remaining provisions shall
be enforced. Headings are for reference purposes only and in no way define,
limit, construe or describe the scope or extent of such section. Our failure to
act with respect to a breach by you or others does not waive our right to act
with respect to subsequent or similar breaches. English is the official language
used for content on the Confirmation.com website. Through the use of a
third-party provider Confirmation.com provides its users with limited English
proficiency to access information on the site. Translations made through this
automated process should not be considered exact particularly in cases of
technical and legal terminology. Additionally, some files including graphs,
photos and portable document formats (pdfs) cannot be translated through this
process. Capital Confirmation Inc. does not warrant the accuracy or reliability
of any information translated by this system and shall not be liable for any
losses caused by such reliance on the accuracy or reliability of such
information. While every effort is made to ensure the accuracy of the
translation, portions may be incorrect. Any person or entity who relies on
information obtained from the system does so at his or her own risk. This
Agreement sets forth the entire understanding and agreement between us with
respect to the subject matter hereof. Sections 2 (Fees and Service) with respect
to fees owed for our services, 3.3 (Release), 7.3 (License), 9 (Access and
Interference), 14 (Liability Limit), 16 (Indemnity) and 22 (Arbitration) shall
survive any termination or expiration of this Agreement.

27. Disclosures.
The services hereunder are offered by Capital Confirmation Inc., located at 610
Opperman Drive, Eagan, MN 55123. Fees for our services are described above in
Section 2 (Fees and Service).

28. Disputes.

29. Your Acceptance of this User Agreement.

30. Release.

You have the right to and do certify and agree to the following:

1. * I have read and agree to the User’s Agreement and all information
provided.
* I have the right to and do hereby authorize my financial institution,
trade creditor, bank, trading partner, debtor and other business partners
to use Capital Confirmation’s Confirmation.com service to respond to and
release the requested information to my Accountant.
* I also recognize that these confirming entities may receive financial
compensation from Capital Confirmation for providing the information.

On behalf of my company, who I have the right to and do represent:

To our financial institutions, trade creditors, banks, trading partners, debtors
and other business partners:

We have provided to our accountants the information on the electronic
confirmation as of the close of business on the date requested on the electronic
confirmation regarding our deposit and loan balances. Please confirm the
accuracy of the information, noting any exceptions to the information provided.
If the balances have been left blank, please complete this form by furnishing
the balance in the appropriate space on the electronic form. Although we do not
request or expect you to conduct a comprehensive, detailed search of your
records, if during the process of completing this confirmation additional
information about other deposit and loan accounts we may have with you comes to
your attention, please include such information on the electronic form. Please
use Capital Confirmation’s Confirmation.com service to return the electronic
confirmation directly to our accountants.

Schedule 1

Where applicable as outlined in Section 12 (Privacy & Data Processing) of the
User Agreement, Appendix 1 and Appendix 2 to the Standard Contractual Clauses
are hereby replaced in their entirety with the following:

Appendix 1
to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties

The Member States may complete or specify, according to their national
procedures, any additional necessary information to be contained in this
Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the
transfer):

Data importer

The data importer is (please specify briefly activities relevant to the
transfer):

Capital Confirmation Inc.

The data importer provides an online venue for digital transaction management,
including but not limited to, audit confirmations, accounts receivable/accounts
payable confirmations, credit inquiries, employee benefit plan audits and
confirmations, and legal confirmations for accounting firms, law firms, banks,
and other users. Processed data will concern data exporter’s employees for which
accounts in the platform handled by the data importer will be created. Also,
data exporter’s customers data for the purposes of forwarding data exporters
confirmations to requestors by the data importer.

Data subjects

The personal data transferred concern the following categories of data subjects
(please specify):

Data exporter’s employees and personal data of data exporter’s client’s
representatives and other subjects mentioned in the documentation, which is sent
to the requestor

Categories of data

The personal data transferred concern the following categories of data (please
specify):

-names, surnames, names of authorized representatives of the data exporter’s
clients

Special categories of data (if appropriate)

Not applicable

Processing operations

The personal data transferred will be subject to the following basic processing
activities (please specify):

DATA EXPORTER

Name:………………………………………………………………………………………………………………………

Authorised Signature………………………………………………………………………………………………………………………

DATA IMPORTER

Capital Confirmation, Inc.

Name:………………………………………………………………………………………………………………………

Authorised Signature………………………………………………………………………………………………………………………

Appendix 2

to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties.

Description of the technical and organisational security measures implemented by
the data importer in accordance with Clauses 4(d) and 5(c) (or
document/legislation attached):

Data Importer has implemented the technical and organisation security measures
set out in the Agreements and incorporated herein by reference.

DATA EXPORTER

Name:

Authorised Signature

Capital Confirmation Inc.

Name:

Authorised Signature

For Law Firms

CONFIRMATION.COMSM SERVICE AGREEMENT – LAW FIRM USER[1]

This Confirmation.com Service Agreement – Law Firm User (this “Agreement”) is
between Capital Confirmation, Inc., a Delaware corporation (the “Provider”), and
the law firm accessing and using the Confirmation.com Service (as defined below)
(the “Law Firm”), and sets forth the terms and conditions under which the Law
Firm shall have the right to use the Provider’s Confirmation.com Service. This
Agreement shall be effective as of the date of its electronic acceptance by the
Law Firm (the “Effective Date”).

1. Confirmation.com Service. During the Term of this Agreement, the Law Firm
shall have the right to access and use the Provider’s Confirmation.comSM Service
(the “Confirmation.com Service”). For purposes of this Agreement, the
Confirmation.com Service shall mean the Provider’s electronic communications
platform operated for purposes of delivering communications between the Law Firm
and other Confirmation.com Service users, including, but not limited to,
accounting firms (“Auditors”) engaged from time to time by the Law Firm’s
clients (“Clients”). The Confirmation.com Service shall facilitate the delivery
of audit request letters from Clients to the Law Firm and the delivery of audit
response letters from the Law Firm to Auditors, in each case in connection with
audit services conducted for Clients and for which the relevant Client has duly
authorized the use of the Confirmation.com Service. For the avoidance of doubt,
(i) the Confirmation.com Service is a communication platform, and the Law Firm’s
transmission of information via the Confirmation.com Service shall have the same
effect and intent as if such information had been transmitted in written form;
and (ii) the Confirmation.com Service shall include the provision of ancillary
services deemed reasonably necessary by Provider to run an electronic
communications platform as outlined herein, including but not limited to
customer support, billing, and account management..

2. APIs. Provider may make available to the Law Firm certain Application
Programming Interfaces (an “API” or “APIs”) to achieve additional functionality
for users, and provide capabilities or integrations that leverage one or more of
our products or services available at www.confirmation.com or provided by our
affiliates, which the Law Firm may use where applicable, subject to Provider’s
then current fees (if any) for such APIs. Unless previously authorized by
Provider, or Provider’s affiliates, the Law Firm must not automatically connect
(whether through APIs or otherwise) any Confirmation.com Service to other data,
software, services or networks. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
THE LAW FIRM’S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF
ANY APIS PROVIDED, PURSUANT TO THIS AGREEMENT BY THE PROVIDER, SHALL BE FOR THE
PROVIDER TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE
NONPERFORMING APIS. FOR THE AVOIDANCE OF ALL DOUBT, THE PROVIDER DOES NOT
WARRANT, NOR WILL THE PROVIDER BE RESPONSIBLE FOR, ANY PRODUCTS, SERVICES,
FUNCTIONALITY, OR INTERFACES THAT ARE PROVIDED BY THE LAW FIRM OR ANY THIRD
PARTY.

3. Term. This Agreement shall be effective from the Effective Date until it is
terminated in accordance with the provisions of this Agreement (the “Term”).

4. Termination. Either party may terminate this Agreement at any time, to be
effective immediately upon receipt by the other party of a written notice of
termination. Without limiting any other remedies, the Provider may suspend or
terminate the Law Firm’s account if the Provider reasonably suspects that the
Law Firm (by conviction, settlement, insurance investigation or otherwise) has
engaged in fraudulent activity in connection with the Provider’s site.

5. Electronic Communications; Identifiers and Passwords; Binding Effect. In
order to initiate a session where information is transmitted, the Law Firm will
select and use an identification code (such as a “log-in ID”) and a password.
The Law Firm shall protect and safeguard its identification codes and passwords
and shall permit only authorized officials, employees or agents of the Law Firm
(“Authorized Persons”) to use the identification codes and passwords in
connection with the Confirmation.com Service. The Provider and all other persons
receiving information from the Law Firm (“Law Firm Information”) that has been
transmitted using the Law Firm’s identification codes and passwords selected by
the Law Firm shall be entitled to rely (absent a breach of the Provider’s
physical and technological security safeguards) that the information so
transmitted has been transmitted by Authorized Persons and has been duly
authorized by a Client with the same effect and intent as if such information
had been transmitted in written form bearing the written signature of an
Authorized Person. The Provider shall promptly notify the Law Firm if the
Provider has reason to believe that the Provider has suffered any breach of its
systems, including without limitation its physical and technological security
safeguards. If the Law Firm believes that the Law Firm’s identification codes
and passwords have been lost, stolen or compromised in any respect, the Law Firm
shall promptly notify the Provider’s Customer Support team at 1-866-325-72011.

6. Ownership of Intellectual Property. The Provider shall have and retain all
rights, title and interest in all intellectual property relating to the
Confirmation.com Service or arising out of the relationship described in this
Agreement, in each case as developed by the Provider. The Provider shall have no
right, title or interest in any information transmitted by or on behalf of
Clients to the Law Firm or by the Law Firm to Clients or Auditors via the
Confirmation.com Service. This Section 5 shall survive the termination of this
Agreement. Unsolicited ideas or product feedback will automatically become our
property, without any compensation to you and we may use or distribute such
submissions and their contents for any purpose and in any way without any
obligations of confidentiality or otherwise.

7. Notices. All notices under this Agreement must be in writing and sent by
email and will be effective when received by such party at the respective
following address or such other address as will have been provided in writing.

For the Provider, such notice shall be sent to:
Capital Confirmation, Inc.
Customer.Support@Confirmation.com

For the Law Firm, such notice shall be sent to the email address(es) provided by
the Law Firm to the Provider.

8. Custom Development Requests. Custom development requests for the Provider’s
applications must be requested in writing, reviewed by the Provider and mutually
agreed to by both parties in writing. Custom development fees are charged at the
Provider’s standard development rate and paid in accordance with the terms set
forth within a Statement of Work (SOW) to be agreed upon by the parties in
writing.

9. Confidentiality of Law Firm Information

a. The Law Firm’s transmittal of Law Firm Information to Auditors through the
Confirmation.com Service shall not be deemed to constitute a waiver of any
attorney-client privilege, work product doctrine or any other applicable
privilege that applies to such Law Firm Information.

b. The Provider represents and warrants to the Law Firm that the
Confirmation.com Service is an electronic conduit to facilitate the delivery of
requests for information and responses thereto in connection with audit services
conducted for the Law Firm’s Clients by Auditors. In accordance with the
Provider’s stated security and privacy policies, the Provider shall maintain
physical and technological security safeguards to protect the confidentiality of
all Law Firm Information transmitted via the Confirmation.com Service.

c. The Provider agrees that all Law Firm Information is to be treated
confidentially and that, except as required by law, the Provider shall not
provide any Law Firm Information to any person, other than Auditors within the
scope of the relevant Client’s authorization, without the prior written consent
of the Law Firm.

d. If the Provider is requested or required (by oral questions, interrogatories,
requests for information or documents in legal proceedings, subpoena, civil
investigative demand or other similar process) to disclose any of the Law Firm
Information, the Provider shall provide the Law Firm with prompt written notice
of any such request or requirement so that the Law Firm may seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of
this Agreement. If, in the absence of a protective order or other appropriate
remedy or the receipt of a waiver from the Law Firm, the Provider is nonetheless
legally compelled to disclose the Law Firm Information to any tribunal or other
entity or else stand liable for contempt or suffer other censure or penalty, the
Provider may, without liability hereunder, disclose to such tribunal or other
entity only that portion of the Law Firm Information which the Provider is
legally required to be disclosed, provided that the Provider exercises its best
efforts to preserve the confidentiality of the Law Firm Information, including,
without limitation, by cooperating with the Law Firm without expense to the
Provider, to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Law Firm Information by such
tribunal or other entity.

10. Privacy. Provider does not sell or rent your personal information to third
parties and only use your information as described in the Privacy Statement
available at https://www.confirmation.com/legal-security-privacy/index.html .
Provider take the protection of our users’ privacy seriously. Provider stores
and processes your personal information on computers located in the European
Union and the United States that are protected with security measures.

If you object to your personal information being collected, used, transferred,
or otherwise processed in this way, please do not use our services. The parties
agree that the terms of the Customer Data Processing Addendum (“DPA”), shall
apply to the extent Capital Confirmation Processes Customer Personal Data (as
those terms are defined in the DPA), in which case the DPA is hereby
incorporated into this Agreement by this reference. If the parties are required
to enter into the Standard Contractual Clauses to legitimize the transfer of
Personal Data outside of the European Economic Area (EEA) and/or Switzerland,
then the parties hereby agree to the Standard Contractual Clauses as outlined in
the DPA provided that, Appendix 1 and Appendix 2 to the Standard Contractual
Clauses are hereby replaced in their entirety with the terms set forth in
Schedule 1. For the purposes of this User Agreement references to “Thomson
Reuters” in the DPA shall be deemed to refer to Capital Confirmation and
references to “Customer” shall be deemed to refer to You.

11. Compliance. The Law Firm will not obtain, retain, use, or provide access to
the Confirmation.com Service to an affiliate or any third party in a manner that
may breach any applicable export control or economic sanctions laws and
regulations for any jurisdiction, including the United States of America, the
United Kingdom and the European Union and its Member States. The Law Firm
warrants that neither the Law Firm, nor any affiliate to which the Law Firm
provides access to the Confirmation.com Service, is affiliated with a specially
designated or sanctioned entity under any of those laws and that, in any
transaction relating to Provider or the Confirmation.com Service, such
transactions will not involve sanctioned parties, including without limitation
through the use of bank accounts at banks that are sanctioned parties. Further,
the parties represent and warrant that they have read, understand and shall
comply with all applicable laws, regulations and judicial actions including, but
not limited to, anti-bribery laws, anti-corruption laws, anti-slavery laws,
anti-human trafficking, tax laws, any applicable law aimed at preventing the
facilitation of criminal behavior.

12. Entire Agreement; Amendment. This Agreement represents the entire agreement
between the Law Firm and the Provider with respect to the Confirmation.com
Service, and it takes the place of all other agreements, writings and
negotiations, including any other user agreement that is either posted on the
Provider’s website or deemed to be accepted by the Law Firm upon the Law Firm’s
usage of the Confirmation.com Service at any time prior or subsequent to the
date of this Agreement.

13. Acceptance. You evidence your acceptance of this Agreement by using the
Confirmation.com Service. Such acceptance shall have the same legal effect as
your written signature set forth on a written document containing the terms and
conditions of this Agreement.

EXHIBIT A

Where applicable as outlined in Section 9 (Privacy) of the User Agreement,
Appendix 1 and Appendix 2 to the Standard Contractual Clauses are hereby
replaced in their entirety with the following:

Appendix 1
to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties

The Member States may complete or specify, according to their national
procedures, any additional necessary information to be contained in this
Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the
transfer):

Data importer

The data importer is (please specify briefly activities relevant to the
transfer):

Capital Confirmation Inc.

The data importer provides an online venue for digital transaction management,
including but not limited to, audit confirmations, accounts receivable/accounts
payable confirmations, credit inquiries, employee benefit plan audits and
confirmations, and legal confirmations for accounting firms, law firms, banks,
and other users. Processed data will concern data exporter’s employees for which
accounts in the platform handled by the data importer will be created. Also,
data exporter’s customers data for the purposes of forwarding data exporters
confirmations to requestors by the data importer.

Data subjects

The personal data transferred concern the following categories of data subjects
(please specify):

Data exporter’s employees and personal data of data exporter’s client’s
representatives and other subjects mentioned in the documentation, which is sent
to the requestor

Categories of data

The personal data transferred concern the following categories of data (please
specify):

-names, surnames, names of authorized representatives of the data exporter’s
clients

Special categories of data (if appropriate)

Not applicable

Processing operations

The personal data transferred will be subject to the following basic processing
activities (please specify):

DATA EXPORTER

Name:………………………………………………………………………………………………………………………

Authorised Signature………………………………………………………………………………………………………………………

DATA IMPORTER

Capital Confirmation Inc.

Name:

Authorised Signature………………………………………………………………………………………………………………………

[1] This Agreement incorporates the input of members of the American Bar
Association Business Law Section Audit Responses Committee, which takes no
position regarding whether individual law firms should employ the services
contemplated by this Agreement or should accept its terms and conditions.

For Asset Verification Users

User Agreement

THE FOLLOWING DESCRIBES THE TERMS ON WHICH CAPITAL CONFIRMATION INC. OFFERS YOU
ACCESS TO OUR SERVICES.

If you have any questions, please email us at customer.support@confirmation.com.

1. Membership Eligibility.

2. Fees and Service.

Joining and using our service is free. There is a charge for requesting and
receiving confirmations. Our Fees and Credit Policy is available here and is
incorporated by reference. We may change our Fees and Credit Policy and the fees
for our services from time to time. Our changes to the policy are effective upon
our posting of an updated Fee Policy on the www.confirmation.com website. We may
choose to temporarily change our Fee Policy and the fees for our services for
promotional events and such changes are effective when we post the temporary
promotional event on the www.confirmation.com website. When you purchase a
confirmation you have an opportunity to review and accept the fees that you will
be charged for the use of our services. We may in our sole discretion change
some or all of our services at any time. In the event we introduce a new
service, the fees for that service are effective at the launch of the service.
Unless otherwise stated, all fees are quoted in U.S. Dollars. You are
responsible for paying all fees associated with using our service and our
website and all applicable taxes.

3. Capital Confirmation is a Venue.

4. Authorizing, Requesting and Purchasing.

5. Address Lookup.

6. Out-of-Network Confirmations.

7. Fraud.

8. Your Information.

8.1 Definition. “Your Information” is defined as any information you provide to
us or other users in the registration or confirmation process(including but not
limited to Client Information, as defined below), in any message area or through
any email feature. You are solely responsible for Your Information, and we act
as a passive conduit for your online distribution and publication of Your
Information. You acknowledge and agree that as part of the Service Capital
Confirmation will be required to host and process information relating to the
audit confirmations, accounts receivable/accounts payable confirmations, credit
inquiries, employee benefit plan audits and confirmations, and legal
confirmations for accounting firms, law firms, and banks, relating to your
clients (collectively “Client Information”).

8.3 License. Solely to enable Capital Confirmation to use the Your Information
supply us with, so that we are not violating any rights you might have in that
information, you agree to grant us a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, sublicensable (through multiple tiers) right to
exercise the copyright, publicity, and database rights (but no other rights) you
have in Your Information, in any media now known or not currently known, with
respect to Your Information. Capital Confirmation will only use Your Information
in accordance with our Privacy Statement.

9. Ownership of Intellectual Property.

10. Access and Interference.

11. Breach. Without limiting other remedies, we may immediately remove you, warn
our community of your actions, issue a warning, temporarily suspend,
indefinitely suspend or terminate your membership and refuse to provide our
services to you if: (a) you breach this Agreement or the documents it
incorporates by reference; (b) we are unable to verify or authenticate any
information you provide to us; or (c) we believe that your actions may cause
financial loss or legal liability for you, our users or us.

12. Electronic Communications; Identifiers and Passwords; Binding Effect. You
will receive and transmit information to us over the Internet using SSL
technology and 2048-bit encryption. You must use Internet browsers that will
support the use of 2048-bit encryption. In order to initiate a session where
information is transmitted, you will select and use an identification code (such
as a “log-in ID”) and a password. You shall protect and safeguard its
identification code and password, and shall only permit authorized employees to
use the identification code and password in connection with the service. We, and
all other persons receiving information from you that has been transmitted using
the identification code and password selected by you, shall be entitled to rely
in all instances that the information so transmitted has been transmitted by
you, that such information is true, accurate and complete in all respects, with
the same effect and intent as if such information had been transmitted in
written form bearing your written signature. If you believe that your
identification code and password have been lost, stolen or compromised in any
respect, please notify us immediately at 1-866-325-72011. Communications using
the identification code and password received after we have had an opportunity
to respond to your notice will not be valid or effective.

13. Privacy & Data Processing.

13.1 Privacy. We do not sell or rent your personal information to third parties
and we only use your information as described in the Privacy Statement. We view
protection of users’ privacy as a very important community principle. We take
the protection of our users’ privacy seriously. We store and process your
personal information on computers located in the European Union and the United
States that are protected with security measures.

If you object to your personal information being collected, used, transferred,
or otherwise processed in this way, please do not use our services.

14. Client Authentication.

You certify that any and all subject(s) set up as your client(s) on the
Confirmation.com service are authorized representatives of your client(s).

15. Authorization. You certify that any confirmations requested are with the
subject(s)’ prior written permission. You agree to keep the authorization on
file for a minimum of 5 years. Typically this written permission is in the form
of a client engagement letter. You warrant that the release of the subject(s)’
information will not result in a breach of any applicable data privacy
legislation.

16. Audit Rights.

Capital Confirmation may, from time to time, conduct various audits of your
practices and procedures to determine your compliance with this Agreement. You
agree to reasonably cooperate in all those audits. Capital Confirmation may
conduct on-site and/or off-site audits of your facilities as Capital
Confirmation determines during normal business hours, and upon reasonable
notice.

17. No Warranty.

MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, AND THE WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE. THE WE MAKE NO WARRANTIES ABOUT THE ACCURACY,
RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES OR ANY CONTENT THEREIN.
WE MAKE NO WARRANTIES THAT THE WEBSITE OR SERVICE WILL REMAIN AVAILABLE. WE
RESERVE THE RIGHT TO DISCONTINUE OR ALTER ANY OR ALL OF THE WEBSITE OR SERVICE,
AND TO STOP PUBLISHING OUR WEBSITE OR SERVICE AT ANY TIME AND IN OUR SOLE
DISCRETION WITHOUT NOTICE OR EXPLANATION, AND YOU WILL NOT BE ENTITLED TO ANY
COMPENSATION OR OTHER PAYMENT UPON THE DISCONTINUANCE OR ALTERATION OF OUR
WEBSITE OR SERVICES. FOR THE AVOIDANACE OF ALL DOUBT, WE DO NOT WARRANT, NOR
WILL BE RESPONSIBLE FOR, ANY PRODUCTS, SERVICES, FUNCTIONALITY, OR INTERFACES
THAT ARE PROVIDED BY YOU OR ANY THIRD PARTY.

18. Liability Limit.

19. Fair Credit Reporting Disclosure.

20. Indemnity.

You shall indemnify and hold Capital Confirmation and (as applicable) our
parent, subsidiaries, affiliates, officers, directors, agents, and employees and
the financial institutions harmless from any and all third-party claims, losses
and damages, liability, and costs, including attorney’s fees, against, or
incurred by, Capital Confirmation to the extent such claims, damages, liability
and costs result directly or indirectly from: (a) your negligence or intentional
conduct; and/or (b) your breach of your obligations under this Agreement
including, but not limited to, any breach which results in the unauthorized
and/or non-permissible use of information obtained via Capital Confirmation’s
Confirmation.com service or any other such service under this Agreement; (c) any
claim that our website or Service or the use thereof infringes upon,
misappropriates, or violates any intellectual property rights of any third
party, provided that such claim results from or is related to (i) an
unauthorized modification of our website or Service; (ii) the combination of the
website or Service with software, hardware, or equipment not provided by us if
our website or Service alone would not be the subject of such claim; or (iii)
your unauthorized use of the website or Service; (d) any data breach suffered by
you, your vendor or processor, or by a vendor or processor for Capital
Confirmation; or (e) any claim, action, audit, investigation, regulatory action,
inquiry, or other proceeding that arises out of or relates to your failure to
comply with any applicable laws and regulations in connection with the transfer
of personal data to or outside the EU/EEA including any applicable data
protection legislation.

21. Confidentiality

22. Legal Compliance.

You represent and warrant that you have read, understand, and shall comply with
all laws, regulations and judicial actions including, but not limited to, the
Identity Theft and Assumption Deterrence Act, the Fraud and False Statements
Act, the USA Freedom Act, the Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act and the Fair Credit Reporting
Act (15 U.S.C. 1681 et seq.), including without limitation, all amendments
thereto, and all other applicable federal or state legislation, regulations and
judicial actions, as now or as may become effective.

You certify that you will use the service and the information received for no
other purpose than is legally permissible. You understand that if the system is
used improperly by company personnel, or if its access codes are made available
to any unauthorized personnel due to carelessness on your part or any other, you
may be held responsible for financial losses, fees or monetary charges that may
be incurred and that its access privileges may be terminated. You will not
obtain, retain, use, or provide access to the Service to an affiliate or any
third party in a manner that may breach any applicable export control or
economic sanctions laws and regulations for any jurisdiction, including the
United States of America, the United Kingdom and the European Union and its
Member States. You warrant that neither you, nor any affiliate to which you
provide access to the Service, is affiliated with a specially designated or
sanctioned entity under any of those laws and that, in any transaction relating
to Confirmation or the Service, such transactions will not involve sanctioned
parties, including without limitation through the use of bank accounts at banks
that are sanctioned parties. Further, the parties represent and warrant that
they have read, understand and shall comply with all applicable laws,
regulations and judicial actions including, but not limited to, anti-bribery
laws, anti-corruption laws, anti-slavery laws, anti-human trafficking, tax laws,
any applicable law aimed at preventing the facilitation of criminal behavior.

23. UK Finance Limited plus any other group company of UK Finance Limited
(together the “UKF”)

24. No Agency.

You and Capital Confirmation are independent contractors, and no agency,
partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by this Agreement.

25. Notices

26. Arbitration

27. Additional Terms.

The following policies are incorporated into this Agreement by reference and
provide additional terms and conditions related to specific services offered on
our site:

Customer Data Processing Addendum:
https://www.thomsonreuters.com/content/dam/ewp-m/documents/thomsonreuters/en/pdf/gdrp/global-customer-data-processing-addendum.pdf

Privacy Statement:
https://www.confirmation.com/legal-security-privacy/index.html

Fee and Credit Policy:
https://www.confirmation.com/resources/uncategorized/fees-and-credit-policy/

We do not guarantee and shall not be liable for the performance of any
sub-processor or sub-contractor.

28. Governing Law.

29. Assignment

30. General. We do not guarantee continuous, uninterrupted or secure access to
our services, and operation of our site may be interfered with by numerous
factors outside of our control. If any provision of this Agreement is held to be
invalid or unenforceable, such provision shall be struck and the remaining
provisions shall be enforced. Headings are for reference purposes only and in no
way define, limit, construe or describe the scope or extent of such section. Our
failure to act with respect to a breach by you or others does not waive our
right to act with respect to subsequent or similar breaches. English is the
official language used for content on the Confirmation.com website. Through the
use of a third-party provider Confirmation.com provides its users with limited
English proficiency to access information on the site. Translations made through
this automated process should not be considered exact particularly in cases of
technical and legal terminology. Additionally, some files including graphs,
photos and portable document formats (pdfs) cannot be translated through this
process. Capital Confirmation Inc. does not warrant the accuracy or reliability
of any information translated by this system and shall not be liable for any
losses caused by such reliance on the accuracy or reliability of such
information. While every effort is made to ensure the accuracy of the
translation, portions may be incorrect. Any person or entity who relies on
information obtained from the system does so at his or her own risk. This
Agreement sets forth the entire understanding and agreement between us with
respect to the subject matter hereof. Sections 2 (Fees and Service) with respect
to fees owed for our services, 3.3 (Release), 8.3 (License), 10 (Access and
Interference), 18 (Liability Limit), 20 (Indemnity) and 26 (Arbitration) shall
survive any termination or expiration of this Agreement.

31. Disclosures.

The services hereunder are offered by Capital Confirmation Inc., located at 610
Opperman Drive, Eagan, MN 55123. Fees for our services are described above in
Section 2 (Fees and Service).

32. Disputes.

33. Your Acceptance of this User Agreement.

You evidence your acceptance of this User Agreement by clicking on “Accept User

Agreement and Add Account” button on the Capital Confirmation website or by
using the Confirmation.com service. Such acceptance shall have the same legal
effect as your written signature set forth on a written document containing the
terms and conditions of this User Agreement.

Schedule 1

Appendix 1
to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties

The Member States may complete or specify, according to their national
procedures, any additional necessary information to be contained in this
Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the
transfer):

Data importer

The data importer is (please specify briefly activities relevant to the
transfer):

Capital Confirmation Inc.

Data subjects

The personal data transferred concern the following categories of data subjects
(please specify):

Data exporter’s employees and personal data of data exporter’s client’s
representatives and other subjects mentioned in the documentation, which is sent
to the responder

Categories of data

The personal data transferred concern the following categories of data (please
specify):

Special categories of data (if appropriate)

Not applicable

Processing operations

The personal data transferred will be subject to the following basic processing
activities (please specify):

DATA EXPORTER

Name:………………………………………………………………………………………………….

Authorised Signature………………………………………………………………………………………………….

DATA IMPORTER

Capital Confirmation, Inc.

Name: ………………………………………………………………………………………………….

Authorised Signature………………………………………………………………………………………………….

Appendix 2

to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the
parties.

Description of the technical and organisational security measures implemented by
the data importer in accordance with Clauses 4(d) and 5(c) (or
document/legislation attached):

Data Importer has implemented the technical and organisation security measures
set out in the Agreements and incorporated herein by reference.

DATA EXPORTER

Name:

Authorised Signature

Capital Confirmation Inc.

Name:

Authorised Signature

Setting the Standard for Security

To illustrate Confirmation’s commitment to effective operational controls and
privacy and security best practices, we undergo Service Organization Control
(SOC) examinations annually and have received an ISO 27001 certification for the
service. Collectively, these provide assurance about the controls we implement
to protect privacy and confidentiality of our users’ data and the security,
availability, and processing integrity of our system. Read more >

SOC 1 and SOC 2 Examinations

SOC reports examine controls over the services provided by service
organizations. To address our customers’ varying needs, we complete two SOC
examinations.

* Type 2 SOC 1—prepared in accordance with SSAE 18 reports on the design and
operating effectiveness of controls relevant to user entities’ internal
control over financial reporting.
* Type 2 SOC 2—reports on the design and operating effectiveness of controls
that affect the security, availability and processing integrity of the system
used to process users’ data and the confidentiality and privacy of the
information processed by the system.

ISO 27001 Certification

ISO 27001 Certification on the Confirmation.com services—Represents globally
recognized standard for the establishment and certification of an information
security management system (ISMS). The standard specifies the requirements for
establishing, implementing, operating, monitoring, maintaining and improving a
documented ISMS within the context of an organization’s overall business risks.

Confirmation.com’s ISMS covers its online audit confirmation service and
infrastructure including data and data environments, servers, source code, and
internal networks.

View our ISO27001 Certificate

Information Security Summary

Protecting our customers’ information is at the core of our Information Security
strategy. Thomson Reuters maintains its reputation for providing reliable and
trustworthy information through a variety of means, including a comprehensive
information security management program supported by a wide range of security
policies, standards, and practices.

Visit the Confirmation profile on Whistic to see our approach to information
security and data privacy.

AICPA - AU-C Section 500: Audit Evidence

Confirmation helps auditors comply with auditing standards and requirements.
Please read below to learn how Confirmation complies with the AICPA.

EXTERNAL CONFIRMATIONS

GUIDANCE

.A18 An external confirmation represents audit evidence obtained by the auditor
as a direct written response to the auditor from a third party (the confirming
party) in paper form or by electronic or other medium.

HOW CONFIRMATION COMPLIES

RELIABILITY

GUIDANCE

.A32 While recognizing that exceptions may exist, the following generalizations
about the reliability of audit evidence may be useful:

* Audit evidence obtained directly by the auditor is more reliable than audit
evidence obtained indirectly or by inference.
* Audit evidence in documentary form, whether paper, electronic, or other
medium, is more reliable than evidence obtained orally.

HOW CONFIRMATION COMPLIES

Confirmation uses a unique authentication and authorization process to verify
the authenticity of each user. By sending a request to a validated responder,
you eliminate the burden of having to verify the identity of the respondent and
whether or not they are authorized to respond. Undergoes SOC 1 and SOC 2
examinations annually, and has received an ISO 27001 certification of its
Confirmation.com service.

AICPA - AU-C Section 505: External Confirmations

Confirmation helps auditors comply with auditing standards and requirements.
Please read below to learn how Confirmation complies with the AICPA.

SELECTING THE APPROPRIATE CONFIRMING PARTY

Guidance

.A3 Responses to confirmation requests provide more relevant and reliable audit
evidence when confirmation requests are sent to a confirming party who the
auditor believes is knowledgeable about the information to be confirmed.

How Confirmation Complies

RELIABILITY OF RESPONSES TO CONFIRMATION REQUESTS

Guidance

.A15 An electronic confirmation system or process that creates a secure
confirmation environment may mitigate the risks of interception or alteration.
Creating a secure confirmation environment depends on the process or mechanism
used by the auditor and the respondent to minimize the possibility that the
results will be compromised because of interception or alteration of the
confirmation.

How Confirmation Complies

Uses the highest level of security to ensure privacy and data integrity.
Undergoes SOC 1 and SOC 2 examinations annually, and has received an ISO 27001
certification of its Confirmation service.

AICPA - Practice Alert 03-1: Audit Confirmations

Confirmation helps auditors comply with auditing standards and requirements.
Please read below to learn how Confirmation complies with the AICPA.

Guidance

.19 If the auditor is satisfied that the electronic confirmation process is
secure and properly controlled, and the confirmation is directly from a third
party who is a bona fide authorized respondent, electronic confirmations may be
considered as sufficient, valid confirmation responses.

How Confirmation Complies

Undergoes SOC 1 and SOC 2 examinations annually, and has received an ISO 27001
certification of its Confirmation service. Uses the highest level of security to
ensure privacy and data integrity. Confirmation uses a unique authentication and
authorization process to verify the authenticity of each user. By sending a
request to a validated responder, you eliminate the burden of having to verify
the identity of the respondent and whether or not they are authorized to
respond.

PCAOB - AU Section 330: The Confirmation Process

Confirmation helps auditors comply with auditing standards and requirements.
Please read below to learn how Confirmation complies with the PCAOB.

RESPONDENT

Guidance

.27 The auditor should consider whether there is sufficient basis for
concluding that the confirmation request is being sent to a respondent from whom
the auditor can expect the response will provide meaningful and appropriate
audit evidence.

How Confirmation Complies

Confirmation.com uses a unique authentication and authorization process to
verify the authenticity of each user. By sending a request to a validated
responder, you eliminate the burden of having to verify the identity of the
respondent and whether or not they are authorized to respond.

PERFORMING CONFIRMATION PROCEDURES

Guidance

.29 During the performance of confirmation procedures, the auditor should
maintain control over the confirmation requests and responses. Maintaining
control means establishing direct communication between the intended recipient
and the auditor to minimize the possibility that the results will be biased
because the interception and alteration of the confirmation requests or
responses.

How Confirmation Complies

Uses the highest level of security to ensure privacy and data integrity. Allows
an auditor to send audit confirmation requests directly to the intended
responder. Undergoes SOC 1 and SOC 2 examinations annually, and has received an
ISO 27001 certification of its Confirmation.com service.

PCAOB - AU Section 326: Audit Evidence

Confirmation helps auditors comply with auditing standards and requirements.
Please read below to learn how Confirmation complies with the PCAOB.

SUFFICIENT APPROPRIATE AUDIT EVIDENCE

Guidance

.08 Audit evidence is more reliable when it is obtained from knowledgeable
independent sources outside the entity.

How Confirmation Complies

Undergoes SOC 1 and SOC 2 examinations annually, and has received an ISO 27001
certification of its Confirmation.com service.

ISA - ISA 505: External Confirmations

Confirmation helps auditors comply with auditing standards and requirements.
Please read below to learn how Confirmation complies with the ISA.

PARA 6(A) DEFINITION: EXTERNAL CONFIRMATION

Guidance

Audit evidence obtained as a direct written response to the auditor from a third
party (the confirming party), in paper form, or by electronic or other medium.

How Confirmation Complies

Confirmation.com enables auditors to receive audit confirmations electronically.
Responses are prepared by authorized bank officials based on the auditor’s
request. Use of Confirmation.com meets the requirements of an ‘External
Confirmation’.

PARA 7 MAINTAINING CONTROL

Guidance

When using external confirmation procedures, the auditor shall maintain control
over external confirmation requests.

How Confirmation Complies

Auditors keep complete control over the process, including client and accounts
setup, requesting client authorization and the sending and receipt of
confirmations.

A2 SELECTING THE APPROPRIATE CONFIRMING PARTY

Guidance

Responses to confirmation requests provide more relevant and reliable audit
evidence when confirmation requests are sent to a confirming party the auditor
believes is knowledgeable about the information to be confirmed. For example, a
financial institution official who is knowledgeable about the transactions or
arrangements for which confirmation is requested may be the most appropriate
person at the financial institution from whom to request confirmation.

How Confirmation Complies

Participating banks have strict user access controls and monitoring procedures
in place to ensure that only authorized bank officials respond to audit requests
through Confirmation.com.

A6 VALIDATING ADDRESSES

Guidance

Determining that requests are properly addressed includes testing the validity
of some or all of the addresses on confirmation requests before they are sent
out.

How Confirmation Complies

We validate all entities participating in the Confirmation.com network. The
controls surrounding this process are included in our SOC 1 report that is
issued annually as part of our controls audit. By relying on our validation
procedures, you avoid the need to perform your own validation procedures.

A12 ELECTRONIC RESPONSES

Guidance

Responses received electronically, for example by facsimile or electronic mail,
involve risks as to reliability because proof of origin and authority of the
respondent may be difficult to establish, and alterations may be difficult to
detect. A process used by the auditor and the respondent that creates a secure
environment for responses received electronically may mitigate these risks. If
the auditor is satisfied that such a process is secure and properly controlled,
the reliability of the related responses is enhanced. An electronic confirmation
process might incorporate various techniques for validating the identity of a
sender of information in electronic form, for example, through the use of
encryption, electronic digital signatures, and procedures to verify web site
authenticity.

How Confirmation Complies

Confirmation.com’s operates industry-leading information security and data
privacy practices. We have procedures and controls in place to ensure the
integrity, confidentiality and accessibility of data. We undergo third-party
audits to demonstrate the effectiveness of our controls:

* SOC 1 and SOC 2 examinations annually.
* Received an ISO27001 certification of the Confirmation.com service.

A13 INVOLVEMENT OF THIRD PARTIES

Guidance

If a confirming party uses a third party to coordinate and provide responses to
confirmation requests, the auditor may perform procedures to address the risks
that: (a) The response may not be from the proper source; (b) A respondent may
not be authorized to respond; and (c) The integrity of the transmission may have
been compromised.

How Confirmation Complies

Confirmation.com’s control environment ensures that user access if controlled
and monitored at the banks, and that transmission of data is secure and
maintains integrity. Our controls reports outlined above demonstrate the
effectiveness of these procedures.

PARA 12 NON-RESPONSES

Guidance

In the case of each non-response, the auditor shall perform alternative audit
procedures to obtain relevant and reliable audit evidence.

How Confirmation Complies

Confirmation.com guarantees responses for In-Network confirmations, avoiding the
need for alternative procedures.

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