PLEASE READ THESE CLIENT PORTAL TERMS OF USE (“TERMS OF USE”) CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS BEFORE USING THE GENERATIONAL GROUP CLIENT PORTAL (THE “PORTAL”). THESE TERMS OF USE FORM A LEGAL AGREEMENT BETWEEN YOU AND GENERATIONAL GROUP (“GENERATIONAL”).

 These Terms of Use constitute a legal agreement between You (either as an individual or on behalf of an entity) (“You” or “Client”) and Generational regarding your use of the Portal. IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THESE TERMS OF USE, DO NOT USE THE PORTAL.

 1. Purpose

 Generational owns and provides the Portal to permit simple and secure electronic transfer of documents between You and Generational, and to allow for access to certain documents and information created or maintained by Generational. Generational shall only use the information provided by you for lawful purposes.

 2. Terms and Conditions.

 (a)   By using the Portal, You accept and agree to be bound by these Terms of Use. If you do not agree to all of the terms in these Terms of Use, you may not use the Portal. Generational may terminate, at its sole discretion, your access to the Portal if you breach any of the terms and conditions of these Terms of Use.

(b)   You are accepting these Terms of Use on your behalf, on behalf of any entity that you represent, and on behalf of other people to whom you have given authorization to use or access the Portal. You are responsible for these people’s use of the Portal and for their compliance with these Terms of Use. 

(c)   Generational reserves the right, from time to time, with or without notice to you, to change these Terms of Use. The most current version of these Terms of Use will supersede all previous versions. Your continued use of the Portal after the posting of any amended terms and conditions shall constitute your agreement to be bound by any such changes.

(d)   These Terms of Use apply to any software, firmware, and internet browser software and other application software included in or with the Portal and any patches, updates, upgrades, or new versions of that software, firmware, and internet browser software and other application software provided to or made available for the Portal.

(e)   Generational may modify, suspend, discontinue, or restrict the use of any portion of the Portal, including the availability of any portion of the content at any time, without notice or liability. 

(f)   You agree to allow Generational to use the information provided by You for the services contemplated in any relationship between You and Generational, including, but not limited to, the provision of mergers and acquisition advisory services.

 3. License

 These Terms and Conditions entitle You to use the Portal for any lawful purpose consistent with these Terms of Use. Your license to use the Portal is expressly conditioned upon your agreement to all of the terms of these Terms of Use. Generational reserves all other rights not granted by these Terms of Use.

 4. Restrictions

 You may not lease, rent, sublicense, publish, modify, patch, adapt, or translate the Portal. You may not reverse engineer, decompile, or disassemble the Portal, create portal derivative works, or attempt to create Portal source code from its object code. Additionally, you may not: (a) use any unauthorized, illegal, counterfeit, or modified hardware or software with the Portal; (b) use tools to bypass, disable, or circumvent any encryption, security, or authentication mechanism; (c) violate any laws, regulations or statutes, or rights of Generational or third parties in connection with your access to or use of the Portal; or (d) obtain access to the Portal in any manner other than through Generational authorized methods. These restrictions will be construed to apply to the greatest extent permitted by the law in your jurisdiction. Generational reserves all rights not expressly granted to you in these Terms of Use.

 5. Security

 Generational takes commercially reasonable precautions to protect the information provided by You via the Portal. Generational’s security policies are reviewed periodically and revised as required. It is important to remember that whatever You transmit or disclose online can be collected and use by others or unlawfully intercepted by third parties. However, You recognize that no completely secure system for electronic data transfer has yet been devised.

 6. Registration

 (a)   To use the Portal, You will have to create an account. As a condition to using such components of the Portal, You will be asked to register with Generational and select a password and user ID. You shall provide Generational with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. 

(b)   You may not (i) select or use as a user ID a name of another person with the intent to impersonate that person; or (ii) use as a user ID a name subject to any rights of a person other than You without appropriate authorization. Generational reserves the right to refuse registration of, or cancel a user ID, in its sole discretion. 

(c)   You acknowledge that the use of username and password is an adequate form of security. You are solely responsible for (i) authorizing, monitoring, controlling access to, and maintaining the strict confidentiality of your username and password; (ii) not allowing another person to use your username or password; (iii) any charges or damages that may be incurred as a result of your neglect to maintain the strict confidentiality of your username and password; and (4) promptly informing Generational in writing of any need to deactivate a username due to security concerns or otherwise. 

(d)   You must notify Generational immediately of any breach of security or unauthorized use of your account. Although Generational will not be liable for your losses caused by any unauthorized use of your account, You may be liable for the losses of Generational or others due to such unauthorized use. 

(e)   All registration information provided by You shall be subject to the terms and conditions included in these Terms of Use or any successor thereto.

 7. Portal Availability

 (a)   You understand and acknowledge that the Portal has been procured by Generational for use by Generational and by You. As such, Generational makes no representations or warranties as to the availability or security of the Portal that are beyond Generational’s control.

(b)   Generational will use commercially reasonable efforts to provide 24-hour daily availability of the Portal. However, Generational makes no representation or warranty that 24-hour service will always be available. 

(c)   Generational shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to the Portal. 

(d)   Generational is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail to be received by Generational on account of technical problems or traffic congestion on the internet or at any website, or any combination thereof, including any injury or damage to your computer or peripherals related to uploading or downloading any materials from the Portal.

 8.  Links to Third Party Sites

 The Portal may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Generational and Generational is not responsible for the contents of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. Generational is not responsible for webcasting or any other form of transmission received from any Linked Site. Generational is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by Generational of the Linked Sites or any association with its operators.

 9. Prohibited Uses.

 As a condition of your use of the Portal, You will not use the Portal for any purpose that is unlawful or prohibited by these Terms of Use. Generational reserves the right to investigate and take appropriate legal action against any users who, in Generational’s sole discretion, violate this provision, including, without limitation, removing, editing or modifying any offending content, or denying, restricting, or suspending or terminating your access to all or any part of the Portal, with or without prior notice or explanation, and without liability to Generational. Generational has no obligation to take any of the above-referenced actions, and is not responsible for the conduct of any users who violate this provision. Additionally, You will not:

(a)    Use the Portal in any manner that could damage, disable, overburden, or impair any of the Portal’s servers or the network(s) connected to any of the Portal’s servers, or interfere with any other party’s use and enjoyment of the Portal.

(b)   Attempt to gain unauthorized access to any part of the Portal, other accounts, computer systems or networks connected to any Portal server, through hacking, password mining, or any other means.

(c)   Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Portal.

(d)   Defame, abuse, harass, stalk, threaten, offend, provoke, name call, or otherwise violate the legal rights (including the rights of privacy and publicity) of others.

(e)   Publish, post, upload, disseminate, use, or make comments which are of an abusive, violent, inappropriate, vulgar, profane, defamatory, obscene, indecent, sexually explicit, pornographic, or otherwise objectionable or unlawful nature.

(f)   Publish, post, discuss, upload, disseminate or mention illegal activities of any kind, including, without limitation, references to money laundering, illegal drug use, terrorist activities, making or buying illegal weapons, violating someone else’s privacy or child pornography.

(g)   Publish, post, upload, disseminate, post web links to, or otherwise make available any content, which is obscene, lewd, violent, sexually explicit, pornographic or otherwise objectionable or illegal. 

(h)   Publish, post, upload, use or otherwise make available, pass off as your own, or solicit for exchange, sale or purchase, any content protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or rights of privacy or publicity) unless You own or control the rights thereto or have received all necessary consent to do the same.

(i)   Post, upload, disseminate, link to, use, modify, copy, reproduce, republish, transmit or otherwise make available any content, which is made available through the Portal in any manner that infringes any copyright, trademark, patent, trade secret, or other personal or proprietary right of any party.

(j)   Publish, post, upload, disseminate, use, link to or otherwise make available any image, photograph or picture of any other person or user without that person’s or user’s consent.

(k)   Upload files to the Portal that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.

(l)   Harvest, solicit or otherwise collect personal information from or about other users for any purpose.

(m)   Use the Portal in any manner which is inconsistent with or violates any applicable laws or regulations.

(n)   Create a false identity on the Portal for the purpose of misleading others.

(o)   Register on the Portal under a new username if Generational has restricted, suspended or terminated your use of the Portal. 

(p)   Register more than once or register more than one username on the Portal.  If You register more than once or register any additional username(s), Generational will delete any additional registration and/or username from the Portal and system.

(q)   Register with a username that is offensive, deceptive or violates any other party’s rights. 

(r)   Register on the Portal if You are under the age of 18.

(s)   Register on the Portal with a non-working or inactive e-mail address, or someone else’s e-mail address other than your own.

 10. Reservation of Rights

 Generational reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit or remove any information or materials, in whole or in part, in Gener

 11. Disclaimers and Limitations on Liability

 The Portal is provided on an “as is” basis, and no warranty, either express or implied, is given. Your use of the Portal is at your sole risk. Generational does not warrant that (a) the Portal will meet your specific requirements; (b) the Portal is fully compatible with any particular platform; (c) your use of the Portal will be uninterrupted, timely, secure, or error-free; (d) the results that may be obtained from the use of the Portal will be accurate or reliable; (e) the quality of any products, services, information, or other material obtained by you through the Portal will meet your expectations; or (f) any errors in the Portal will be corrected.

You expressly understand and agree that, to the extent allowed by law, Generational shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Generational has been advised of the possibility of such damages) related to the Portal, including, for example: (a) the use or the inability to use the Portal; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained or messages received or transactions entered into through or from the Portal; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third-party on the Portal; or (e) any other matter relating to the Portal. Notwithstanding the foregoing, if there is any event or circumstance resulting in liability, Generational’s liability will not exceed the price you paid for the services from Generational that necessitated your use of the Portal. 

Generational reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Portal (or any part thereof) with or without notice. Generational shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Portal.

 12. Indemnification

 You agree to indemnify and hold Generational, its subsidiaries and affiliates, and their respective officers, agents, partners, and employees harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Portal in violation of these Terms of Use and/or from any breach of these Terms of Use.

 13. Term and Termination

 These Terms of Use shall be enforceable for as long as You use the Portal and/or have information contained in the Portal. Certain terms of these Terms of Use shall survive termination or expiration of these Terms of Use, including, but not limited to, Sections 11, 12, 14, and 15.

 14. Violation of Terms of Use; Termination of Rights; Remedies

 If Generational determines that You have violated these Terms of Use, Generational may itself or may procure the taking of any action to protect its interests, such as disabling access to or use of some or all of the Portal or reliance on any other remedial efforts as reasonably necessary to prevent the unpermitted use of the Portal. Generational and its affiliates reserve the right to bring legal action in the event of a violation of these Terms of Use. Generational may participate in governmental or private legal action or investigation relating to your use of the Portal.

 15. Miscellaneous.

 (a)   You are bound by the most current version of these Terms of Use. Generational may modify these Terms of Use at any time. To access a printable, current version of these Terms of Use, go to ______________________. Please check this URL from time to time for changes to these Terms of Use. Your continued access to or use of the Portal will signify your acceptance of the latest version of these Terms.