Lincoln has been engaged by the designated retirement plan sponsor to provide various recordkeeping and access services for such plan sponsor’s retirement plan;

As such, the employer, as the retirement plan sponsor, is designated as the user (herein “USER”) and USER has authorized access by designated parties to the Lincoln Groupnet (hereinafter “Groupnet”) site to assist with the Employer Administration of the retirement account consistent with such plan;

For purposes of this Agreement, USER shall include all employees, agents, representatives and affiliates of USER, and shall include plan participant employees of USER (herein “Participants”) where applicable;

Wherefore, the parties hereto, Lincoln and USER (as defined above), acknowledge the terms herein and agree to be bound hereby.

EACH NEW USER WILL CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE CLICKING "I AGREE" OR OTHER SIMILARLY WORDED BUTTON. IF I, AS USER, HAVE ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS AGREEMENT, I WILL CALL LINCOLN AT 1-800-648-6424. I UNDERSTAND THAT CLICKING "I AGREE" IS THE LEGAL EQUIVALENT OF MY MANUALLY SIGNING THIS AGREEMENT AND I WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. I UNDERSTAND THAT THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY LINCOLN, WITH REVISED TERMS POSTED ON THE LINCOLN WEB SITE. I AGREE TO CHECK FOR UPDATES TO THIS AGREEMENT. I UNDERSTAND THAT BY CONTINUING AS A USER WITHOUT OBJECTING TO REVISED TERMS OF THIS AGREEMENT, I AM ACCEPTING THE TERMS OF THE REVISED AGREEMENT AND I WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.

1. CONFIDENTIALITY. Any and all information gained by USER as a result of accessing this site or gained from its association with LINCOLN, as more fully described in this Agreement, shall be held in confidence in perpetuity. For purposes of this Agreement, such information may relate to business affairs, financial performance, systems and procedures, customers and accounts.

2. NONDISCLOSURE. Groupnet contains information and offers capabilities to retrieve information that LINCOLN considers confidential, proprietary and sensitive. Therefore, USER agrees that it will instruct its staff to regard all information gained as a result of accessing Groupnet or gained from its association with LINCOLN, as such, and to not disclose same without prior written consent of LINCOLN. USER further agrees that any and all information that it receives or creates by virtue of its contact with LINCOLN will be held in strictest confidence and agrees to monitor the use of the authorized Groupnet access to ensure compliance with this Agreement.

3. INJUNCTIVE RELIEF. If USER does disclose such proprietary information, or use the information in any manner contrary to LINCOLN's rights, USER acknowledges that LINCOLN will suffer harm not solely compensable by money damages and that LINCOLN will have, in addition to any other remedies available to it, the right to injunctive relief enjoining such action without the requirement of posting bond as a condition to obtaining such relief.

4. RIGHT TO AUDIT. LINCOLN shall have the right to audit USER's use of this Groupnet site at reasonable times and upon reasonable notice.

5. USER ID. USER acknowledges that the Groupnet site is accessed through the use of a User Name and Password (hereinafter "ID's") assigned to USER by LINCOLN. USER shall be responsible for all usage incurred on the assigned ID's. ID's can only be changed by the person who signed this Agreement on behalf of USER by utilizing LINCOLN's procedures in effect at the time of the change. (Such Groupnet site, including the requisite information, text, graphics and links, and any other related, successor, or substitute site, may also be referred to herein as the “Site.”) USER agrees to promptly notify LINCOLN in the event any such USER ID has been lost, stolen or otherwise compromised.

6. UNAUTHORIZED USE. The information, text, graphics and links referred to herein are provided by LINCOLN as a convenience to you and shall remain the exclusive property of LINCOLN. Any unauthorized use of the Site or the USER Data or Participant Data is strictly prohibited. USER warrants that it is a bona fide plan sponsor and is not a direct competitor of LINCOLN, unless LINCOLN has otherwise given its approval.

7. NO WARRANTY. LINCOLN will use reasonable efforts to include accurate and up-to-date information. However, LINCOLN does not warrant and cannot guarantee the accuracy or completeness of the Site, information, text, graphics, links, and other items contained on the Groupnet server or any other server as such information is received by you because LINCOLN cannot control the transmission of information over this medium.

8. SITE SUITABILITY. LINCOLN makes no representation about the suitability of the information contained on this Site for any purpose. It is provided "as is" without express or implied warranty. (Applicable law may not allow the exclusion of implied warranties for certain designated Users.) Moreover, LINCOLN does not provide USERS or plan participants with any legal, tax, estate planning or accounting advice.

9. NO WARRANTY. LINCOLN does not warrant that the functions of the site or the data contained thereon will be uninterrupted or error-free, that defects will be corrected, or that this Site or the server that make it available are free of viruses or other harmful components. LINCOLN does not warrant or make any representations regarding the use of, or the results of the use of, the materials on this Site.

10. SITE MAINTENANCE. Subject to the limitations herein, LINCOLN agrees to use reasonable efforts to maintain the Site with accurate, up to date information, except for any changes that are beyond its knowledge or control. Nonetheless, this site could include technical inaccuracies or typographical errors for which LINCOLN is not responsible.

11. LIMITED LIABILITY

     
1. Except as provided in this section, in no event shall LINCOLN be liable for any damages of any kind, including but not limited to, any direct, special, exemplary, incidental, indirect or consequential damages caused directly or indirectly by the use of this site or related services including, but not limited to, loss of use, loss of data or loss of profits, whether or not advised of the possibility of such damage, or based upon any theory of liability, arising out of or in connection with the use or performance of this information. (Note: if applicable law does not allow the limitation or exclusion of liability for incidental or consequential damages, the above limitation or exclusion may not apply.) The parties agree that the foregoing waiver of liability shall not apply to acts of negligence by LINCOLN, strictly provided that LINCOLN receives written notice of any such alleged negligence with reasonable specificity within 120 days of the occurrence thereof.
        
2. Notwithstanding the foregoing, USER understands and agrees that LINCOLN and its affiliates will not be liable to USER or participants, or have any responsibility whatsoever, for any Losses arising out of or relating to a cause over which LINCOLN does not have direct control, including the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, operator errors, government restrictions, force majeure (i.e., earthquake, flood, severe or extraordinary weather conditions, natural disasters or other act of God, fire, acts of war, terrorist attacks, insurrection, riot, strikes, labor disputes or similar problems, accident, action of government, communications, system or power failures and equipment or software malfunction), exchange or market rulings or suspension of trading.

12. HOLD HARMLESS. USER agrees to hold LINCOLN harmless from any and all actions whether in tort or in contract which are a result of USER's negligence or intentional acts or omissions, or the negligence or intentional acts or omissions of any person to whom USER has allowed access to the Groupnet site or which are a result of a violation of the terms of this Agreement. It is the responsibility of USER or the participant, as appropriate, to review all Account statements promptly on receipt, whether delivered electronically or otherwise, and to notify LINCOLN of any objection (including any claim of improper transfers, omissions, check alterations, forgeries, other errors or fraudulent occurrences) to the information contained in such Account statement (excluding securities transactions, which are covered by transaction confirmations as stated above) within ten (10) days after my receipt of the statement. LINCOLN is entitled to treat the information contained in the Account statement as accurate and conclusive unless objected to within ten (10) days of receipt.

13. TERMINATION. LINCOLN reserves the right to terminate or restrict USER's access without prior notice if such becomes necessary by law or as determined by LINCOLN in its sole discretion. Either party may terminate this Agreement by delivering written notice to the other party at least thirty (30) days in advance of the proposed date of termination.

14. RESTRICTIONS ON USE OF MATERIALS. This site is owned by LINCOLN. No material from the Site, including but not limited to llgroupnet@lfg.com or any web site owned, operated, licensed or controlled by LINCOLN or its parent, Lincoln National Corporation, or any other LINCOLN subsidiary or affiliate, may be copied, modified, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that USER may utilize the retrieved data, such as pertinent account information of USER employees, in compilations for distribution to its own employees.
Modification of any other materials from this Site for any other purpose is a violation of this Agreement and of LINCOLN's copyright and other proprietary rights.

15. GOVERNING LAW/ENTIRE AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

16. SERVICE MARK/TRADEMARK INFORMATION. LINCOLN LIFE, the A.Lincoln Design, MULTI-FUND, LINCOLN DIRECTOR, GROUPNET, LINCOLN AMERICAN LEGACY RETIREMENT (LALR), and GROUP VARIABLE ANNUITY (GVA) are service marks of LINCOLN or its parent. Unless otherwise indicated, all trademarks, service marks, and trade names are proprietary to Lincoln National Corporation or LINCOLN. LINCOLN enforces its intellectual property rights.

17. DATA OWNERSHIP, RIGHTS AND SECURITY

17.1 (a). USER shall have ownership of all rights and interest in any information or data (herein the “USER Data”) that:

1. USER provides to LINCOLN under this Agreement,
2. Is stored or processed, transmitted, displayed, or reported to LINCOLN via Groupnet,
3. A third party vendor or other retirement plan provider provides to LINCOLN on behalf of USER, or
4. Is manipulated, modified, calculated or retrieved by USER or its authorized agents.

17.1.(b). The USER Data shall include, but shall not be limited to, the following: names, addresses, account balances, account numbers, account activity, social security numbers, taxpayer identification numbers, sensitive financial data, and other information derived from the foregoing.

17.2.(a) LINCOLN may use, reuse, distribute, transmit, manipulate, copy, modify, access, disclose, or redisclose USER Data provided that LINCOLN obtains the express advance written consent of USER. LINCOLN shall be permitted to disclose relevant aspects of otherwise confidential USER Data to its own officers, agents, subcontractors and employees to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under the Agreement.

17.2.(b). In storing, handling, and modifying information pursuant to the Agreement, LINCOLN shall comply, with respect to information that is in its possession and control, with the following requirements (collectively the “Privacy/Security Requirements”): (1) the applicable requirements of all Federal programs concerning privacy and security and (2) all comparable state laws, rules and regulations. In addition, LINCOLN shall cooperate reasonably to ensure compliance with all Privacy/Security Requirements concerning transmission of information between the parties, including but not limited to, electronic transmission and physical delivery of electronically recorded data.

17.2.(c) LINCOLN shall take commercially responsible steps to protect the integrity, confidentiality, appropriate accessibility, and security of the USER Data, and LINCOLN shall establish, implement, and maintain policies, procedures, safeguards and measures to do so. Each party shall take commercially reasonable steps to maintain and to apply to all electronic data transmitted to the other party under the Agreement up-to-date and reasonable anti-virus capabilities. USER shall promptly report to the other any material system, equipment or software malfunction, error, breakage or security breach that may reasonably affect the accuracy or integrity of any data or information, or the confidentiality thereof.

17.2.(d) The confidentiality and privacy obligations of this Section 17 shall not act to restrict any lawful disclosure by LINCOLN pursuant to any applicable state or federal laws, by mandate of any court, government agency, or otherwise by valid subpoena. Moreover, such restrictions shall not apply for information which, without breach of obligations of confidentiality or privacy, or violation of law: (1) is independently developed by LINCOLN; (2) is or becomes publicly known; (3) is already known by LINCOLN as evidenced by the written records or (4) is obtained from an independent source.

18. DIRECTION AND CONTROL. LINCOLN shall have no discretionary control or responsibility with respect to the management or disposition of the Plan assets or regarding the management or administration of the Plan. LINCOLN is not responsible for those services of the Trustee and/or Custodian, including, but not limited to: investing Plan assets, valuing Plan assets or preparing Plan trust accounting, and verifying that the Plan assets are actually in the Plan trust. The parties agree LINCOLN is not a fiduciary of the Plan under ERISA standards or otherwise.

19. MISCELLANEOUS TERMS

1. Entire Agreement. This Agreement represents the entire understanding between the parties with regard to the Lincoln Groupnet Access Agreement terms and conditions, and may not be modified except by written amendment duly signed by authorized officers of the respective parties; provided, however, that LINCOLN expressly reserves the right to amend this Agreement from time to time in compliance with LINCOLN policy or state or federal law, and such amended documentation shall comprise the agreement of the parties provided that notice of such amended Agreement is duly posted on the Site and that USER continues to make use of such Site without written objection whereupon USER shall be deemed bound by such amended Agreement.
2. Notices. All notices, requests and demands under this Agreement shall be given in writing and may be delivered electronic mail with proof of delivery or other mutually agreed upon media, receipt or transmission, consistent with the following: LINCOLN shall notify USER via such email address as may be provided by USER at the time of registration on the site or as otherwise duly updated. USER shall notify LINCOLN at llgroupnet@lfg.com or as otherwise modified in writing or posted on this site.
3. Waiver. Forbearance, neglect or failure of either party to enforce strict compliance with any or all provisions of this Agreement shall not waive any such provision or release the other party hereto in any way.
4. Assignment and Succession
   1. This Agreement shall not be assigned by either party without the prior written consent of the other party.
   2. This Agreement shall be binding on the parties respective successors and valid assigns, if any.
5. Independent Contractors. The relationship between USER and LINCOLN is solely that of independent contractors. Nothing in this Agreement shall be construed to create the relationship of employer and employee, or of principal and agent, or to cerate a partnership or joint venture between the parties.
6. Mutual Fund Prospectus. USER acknowledges that participants may also be charged a redemption fee by or be subject to trade restrictions by various mutual funds, and that each participant should read the prospectus carefully before investing in a mutual fund. The prospectus contains important information about the investment objective and investment strategies, risks and expenses applicable to the respective funds, and LINCOLN does not guarantee or verify the accuracy or completeness of any mutual fund's prospectus, statement of additional information, report to shareholders or proxy solicitation materials.

20. CONSENT TO ELECTRONIC DELIVERY. USER hereby give USER’s informed consent to the delivery of documents by means of electronic transmission from LINCOLN.

21. ELECTRONIC ACCEPTANCE. USER consents to and accepts the terms of this Agreement, including the USER notice in the introduction hereof, by clicking the “I agree” button on this site. USER has carefully read the above information regarding informed consent and fully understand the implications thereof. USER agrees to maintain a valid e-mail address and continue to have access to the Internet. If my e-mail address changes, and to notify LINCOLN of any new or amended e-mail.