The Charles Schwab Community Member Agreement

Charles Schwab & Co., Inc. (“Schwab,” “we,” or “us”) has created this interactive forum (the “Community”) as way to gather candid input from and better understand the needs of registered investment advisors (“advisors”). Community participants are able share their ideas and perspectives in a variety of ways through Community activities, including surveys, Community discussions and conversations, and quick polls initiated by Community participants. It is important that everyone abide by standards and practices which will allow for a collaborative and open exchange of ideas and information and engender trust among Community participants.

These terms constitute the Community agreement (“Agreement”), and your participation in the Community constitutes your agreement to these terms. Please read it carefully. Participation in the Community is voluntary on your part. If you do not agree to these terms, you are not authorized to participate in the Community. We may change this Agreement at any time, and your continued participation in the Community will mean that you agree to those changes. You may print a copy of this Agreement using the print functionality of your browser and may find the most recent version any time at https://schwab.cspace.com.

Updated November 4, 2020

Here are a few highlights about your Community participation and what to expect (addressed in more detail below). You are agreeing to:

· Receive emails about the Community

Participate in the Community at least twice a month
Keep the Community content confidential
Allow Schwab to see what you post
Follow the Community rules and guidelines
Permit Schwab to use any and all suggestions and other feedback (including any recordings of you providing feedback) regarding the Community and its products and services
Provide personal information about yourself to establish your Community identity and, subject to your agreement, provide additional personal information about yourself in response to surveys and requests for feedback.

Schwab has engaged a third party, currently Communispace Corporation (the “Community Manager”), to manage this Community on its behalf.

What We Expect From You

To keep this online community a rewarding experience for both you and Schwab, you agree to:

Let the Community Manager communicate with you via periodic e-mails in connection with your involvement in the Community (for example, to alert you when there are new activities ready for your participation).
Participate at least twice monthly (although we hope you’ll want to more than that!).
Keep what you read about your fellow participants in the Community and Schwab confidential.

Confidentiality

Schwab wants your candid feedback and may ask you to respond to things that not everyone knows about yet and ideas for things which may or may not actually occur. As a result, it’s important that you respect this confidential material. As a Community member, you agree to keep confidential all information that we disclose to you, and any ideas or information generated in the Community. You may not share that information with anyone else. You will be given a password, and you are not permitted to allow any other person(s) access to the Community or to disclose your password to any other person. You are responsible for all activities conducted using your password. Keep it safe. You understand that violation of any of the above provisions is grounds for immediate termination of your participation in the Community.

Your Personal Privacy

As part of the Community recruitment and registration process and your participation in the Community, you may be asked to provide personal information about yourself, including personal information that is not publicly available or considered to be sensitive personal information (e.g., race, gender, ethnicity, and social demographics). Some personal information may be needed and used to verify your identity and ensure you meet overall Community requirements. Whether or not you participate in the Community and provide personal information is up to you and you do so voluntarily.

Schwab will only use your personal information in accordance with this Agreement and our Privacy Notices available at www.schwab.com/privacy. Please review the Privacy Notices that apply to you.

Your personal information will be safeguarded and kept confidential and will not be used to directly market products or services to you. Your personal information may be used, for example, to direct relevant community activities to you based on your profile information or to analyze activity responses by various demographic groupings to better understand the needs and perceptions of different types of advisors.

You should post information and content in the Community, including personal information, as if you were in a public place. Divulge only what you would be comfortable having others see and know about you. Do not assume that you are anonymous. As part of your Community participation, your name will appear in your user profile and will be available to other Community members to help you get to know one another. Should you choose to add your picture to your user profile, your picture will also be available to other Community members who access your user profile. You are not authorized to use the personal information of other members outside of the Community, and you should not provide personal information of individuals other than yourself.

You are prohibited from posting or engaging in hate speech (as determined by Schwab in its sole discretion). In the context of the Community, hate speech is understood as any kind of communication in speech, writing or behavior that attacks or uses pejorative or discriminatory language with reference to a person or a group on the basis of who they are, in other words, based on their religion, ethnicity, nationality, race, color, descent, gender or other identity factor.

Your Comments, Feedback and Other Information

Schwab is sponsoring the Community because Schwab expects you’ll be providing valuable comments, insights, ideas, and other feedback about the Community and Schwab’s current and future products and services. Schwab may record your voice or image while you are participating in the Community, but only after letting you know a particular activity will be recorded. Schwab may keep these recordings as well as records of any comments, ideas, or other feedback you share (collectively, “Feedback”). You agree we own all Feedback, you are not entitled to any compensation for the Feedback, and you assign us all rights, including all intellectual property rights, you may have in the Feedback. We may modify, use, or distribute the Feedback for our business purposes, including the improvement of our products and services.

Please note that by submitting Feedback, you waive any claims that you don’t know about now but later discover you may have against Schwab under California Civil Code Section 1524, which reads: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Claims and Liability

You agree to indemnify Schwab and its affiliates, the Community Manager, and our third party service providers and to hold them harmless from any claims, liability, losses, damages, fines, sanctions, or expenses arising directly or indirectly from your participation in the Community or breach of this Agreement, including but not limited to any claims of misuse of your personal information, infringement of any intellectual property or other proprietary rights, rights of privacy or publicity, and rights of attribution.

The Community Manager or we may be present to facilitate the Community. We or the Community Manager may, in our sole discretion, delete any message or content that we deem contrary to this Agreement or otherwise offensive or inappropriate. That said, neither Schwab nor the Community Manager represents or endorses the correctness, accuracy, reliability or any other aspect of advice, opinion, statements or other information posted to or distributed through the Community. You agree neither Schwab nor the Community Manager is responsible for the content of any posting, content, or message to the Community by any user other than Schwab, and is not responsible for deleting or not deleting the content of any post.

You also agree not to upload, post or transmit to or distribute or otherwise publish through the Community any materials which (i) restrict or inhibit any other user from using the Community, or contain a virus or other harmful component, (ii) violate any laws or violate or infringe any rights of third parties (including copyright, trademark, rights of privacy or publicity or any other proprietary right), or (iii) are not appropriate or pertinent to the purpose of the Community or are libelous, defamatory or offensive. You agree to abide by the copyrights, trademarks and other intellectual property and proprietary rights of Schwab, Schwab affiliates or third-party service providers.

The Role of This Community

You understand that this is not a Schwab customer service channel. If you have any questions or concerns regarding Schwab products and services or otherwise require the assistance of a Schwab representative, you agree to submit any such requests through the normal customer service channels at Schwab.

Member Code of Conduct

In addition to the other requirements of this Agreement, you agree to abide by the following rules of conduct:

Be courteous and respect of the opinions of others.
Use behavior that supports a safe and comfortable environment for all members.
Do not discuss, promote or endorse any specific stocks or other securities, attempt to manipulate the securities markets or post any non-public or “inside” information. The Community is not a place to tout or hype stocks. You should not trade or make investment decisions based upon information that you receive while in the Community.
Do not use the Community to promote commercial ventures or interests.
Do not post any of the following: material that advocates illegal activity, advertising or any form of commercial solicitation, or copyright-protected files.

Your membership in and access to the Community is strictly at the discretion of the Community Manager and Schwab and may be revoked at any time without cause and without notice.

If at any time you withdraw your consent to receive e-mails from the Community Manager, the Community Manager may terminate your membership in the Community. You hereby release Schwab from any and all liability that may arise in connection with your use of the Community.

Disclaimer of Warranties

THE COMMUNITY IS PROVIDED “AS IS” AND “AS-AVAILABLE”, WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND TITLE/NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE COMMUNITY.

WE PROVIDE THE COMMUNITY TO YOU AS A CONVENIENCE. SCHWAB AND THE COMMUNITY MANAGER AND THEIR RESPECTIVE AFFILIATES, VENDORS, LICENSORS, AND OTHER THIRD PARTIES ARE NOT RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT AND THE COMMUNITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE COMMUNITY IS TO TERMINATE YOUR MEMBERSHIP. IN ANY EVENT, THE MAXIMUM, AGGREGATE LIABILITY FOR SCHWAB AND THE COMMUNITY MANAGER AND THEIR RESPECTIVE AFFILIATES, VENDORS, LICENSORS, AND OTHER THIRD PARTIES SHALL NOT EXCEED TEN DOLLARS ($10.00). APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

This Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. You may not modify or amend this Agreement without a written amendment signed by Schwab. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement will remain valid and enforceable according to its terms. This Agreement is governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and wholly performed within California between California residents. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in San Francisco, California, and the parties submit to the in personam jurisdiction of such courts for purposes of any action or proceeding. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY UNDER THIS AGREEMENT IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS AGREEMENT WILL REMAIN IN EFFECT.

Brokerage Products: Not FDIC-Insured • No Bank Guarantee • May Lose Value

The Charles Schwab Corporation provides a full range of brokerage, banking and financial advisory services through its operating subsidiaries. Its broker-dealer subsidiary, Charles Schwab & Co., Inc. (member SIPC), offers investment services and products, including Schwab brokerage accounts. Its banking subsidiary, Charles Schwab Bank, SSB (member FDIC and an Equal Housing Lender), provides deposit and lending services and products.