ChathamDirect – Terms of Use

The ChathamDirect web services (“Site”) are comprised of various web pages owned and operated Chatham Financial Corp. or its subsidiaries (“Chatham”). In your capacity as an authorized employee of your corporation, company, institution, or organization (“Member”), you are hereby granted permission to use and access the Site, subject to the following terms and conditions:

Access to the Services

Subject to the terms of the Member’s engagement agreement with Chatham, this Site offers certain data and functionalities solely for Member’s own use. Chatham may change, suspend or discontinue any feature of the Site at any time, including the availability of any feature, database function, or item of content. Chatham may also impose limits on certain features and functionalities of the Site or restrict your access to parts or all of the Site without notice or liability. Chatham reserves the right, at its discretion, to modify these Terms of Use (these “Terms”) at any time. In such event, your continued use of the Site constitutes Member’s acceptance of these Terms and of this Site as so modified. If such agreement shall be void or prohibited by law in your jurisdiction, then your right to access the Site shall be revoked in such jurisdictions.

Site Content

The Site and its contents are intended solely for the use of Chatham’s Members and are offered solely in the context of the total consulting package provided by Chatham to its Members. THE SITE ITSELF DOES NOT PROVIDE ANY ADVICE; RATHER IT IS PURELY AN INFORMATION SOURCE THAT IS TO BE USED IN CONJUNCTION WITH A PROFESSIONAL CONSULTANT FROM CHATHAM. The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Member may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as explicitly provided in the Member engagement agreement with Chatham), create derivative works based on, redistribute, perform, display, or in any way exploit, any of the content, functionalities, software, materials, or services included in the Site in whole or in part. Member may download or copy the content of the Site solely for the Member’s use as a corporate body, provided that Member maintains all copyright and other notices contained in such content. Except for purposes of receiving the services provided by Chatham pursuant to Member’s written engagement agreement with Chatham (the “Services”), Member shall not store any significant portion of any content of the Site in any form. Copying or storing of any content of the Site for any purpose other than the receipt of the Services is expressly prohibited without prior written permission from Chatham and/or from the copyright holder identified in such content’s copyright notice. Member acknowledges and agrees that if Member uses any of the Services to contribute content to the Site, such content shall become Chatham property. Member hereby assigns all rights, title and interests in and to such contributions to Chatham. To the extent allowed by law, Member also assigns and waives all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights.” To the extent Member retains any such moral rights under applicable law, Member hereby ratifies and consents to any action that may be taken with respect to such moral rights by Chatham and agrees not to assert any moral rights with respect thereto. Member warrants and represents that it will not contribute any content that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law.

Member Acknowledgements

Member acknowledges that:

I. Chatham is not a broker, dealer, exchange, underwriter, placement agent, issuer or investment adviser, futures commission merchant, commodity trading advisor, commodity pool operator or commodities exchange.
II. Chatham is not liable for any decisions or losses that you or Member make based on the information on the Site.
III. Any and all financial products are offered only by financial institutions (the “Providers”) (not Chatham) and Chatham is not a party to any trade with Member.
IV. While Chatham will seek to provide accurate and reliable information, it is not responsible for any errors or omissions that occur.
V. Member assumes all liability associated with accessing of financial products and dealing with Providers.
VI. The Site does not provide legal, accounting, financial or regulatory advice and Member will consult a professional among their own advisors in these areas.

Restrictions

Member is responsible for all of its activity in connection with the Services and accessing the Site. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Member’s right to Services or to access the Site.

Warranty Disclaimer

The Site and all information or interactive tools thereon is provided “as is” and without any warranties, express or implied. Chatham makes no representation, warranty or covenant concerning the accuracy, completeness, sequence, timeliness or availability of the Site. Chatham does not represent or warrant that the Site shall be uninterrupted or error free. Use of the Site is at Member’s sole risk and that Chatham shall not be responsible for any interruption of services, delays or errors caused by any transmission or delivery of any third party service provider in connection with the Site. Chatham reserves the right to modify the form and content of the Site from time to time in Chatham’s sole discretion and without prior notice.

Certain information may be generated using the features on the Site using information provided to Chatham by third party data providers or other vendors. Chatham makes no representations regarding the accuracy or completeness of information provided to Chatham by third party data providers or other vendors that may be on the Site. Chatham shall not be liable for any services, data or products provided by third party vendors, developers or consultants identified or referred by Chatham or available on the Site. You agree that you will not redistribute to any other party or make use of any such data provided to you through the Site for any purposes other than those contemplated by your written engagement letter with Chatham.

Data Use and Security

Chatham will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Chatham’s equipment, transmitted over networks accessed by the Site, or otherwise connected with Member’s use of the Services. Chatham shall not be liable for the loss, corruption of, or incompleteness, of data, content, or any other information provided to Chatham or downloaded to the Site by the Member.

Registration

As an authorized employee of Member, you may be required to register with Chatham and select a password and Member name (“Member ID”). Member shall be responsible for maintaining the confidentiality of all such passwords and Member IDs. Member shall be solely responsible for all information and instructions transmitted through the Site or the use of any Services using such passwords and Member IDs. All information and instructions communicated through these means will be considered to have been sent an authorized by Member.

Limitation of Liability

IN NO EVENT SHALL CHATHAM BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES: (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES (IF ANY) PAID BY MEMBER TO CHATHAM THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO MEMBER.

Termination

Without limiting Chatham’s rights as set forth above, Chatham may terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if Member: (i) breaches any of these Terms or (ii) fails to comply with any applicable law relating to Member’s use of the Services or access to the Site. Upon termination of Member’s written engagement agreement with Chatham, your and Member’s right to use the Services, access the Site, and any content thereon, will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

Miscellaneous

The failure of Chatham to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. No agency, partnership, joint venture, or employment is created as a result of Member’s use of this Site.

Privacy Policy Dispute Resolution

In compliance with the US-EU and US-Swiss Safe Harbor Principles, Chatham Financial commits to resolve complaints about your privacy and our collection or use of your personal information. European Union or Swiss citizens with inquiries or complaints regarding this privacy policy should first contact Chatham Financial at corporate.secretary@chathamfinancial.com or, in writing at:

Chatham Financial Corp.
Attn: Corporate Secretary or General Counsel
235 Whitehorse Lane
Kennett Square, Pennsylvania 19348

Chatham Financial has further committed to refer unresolved privacy complaints under the US-EU and US-Swiss Safe Harbor Principles to an independent dispute resolution mechanism, the BBB EU SAFE HARBOR, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed by Chatham Financial, please visit the BBB EU SAFE HARBOR web site at https://www.bbb.org/consumer-complaints/file-a-complaint/get-started for more information and to file a complaint.

If you have any questions regarding this policy, please contact:

Chatham Financial Corp.
Attn: Matt O’Leary
235 Whitehorse Lane
Kennett Square, Pennsylvania 19348

Documentation and Third-Party Disclosures

A. In consideration for BBA Enterprises Limited (“BBAE”) coordinating and the BBA LIBOR Contributor Banks and Reuters (the “Suppliers”) supplying the data from which BBA LIBOR is compiled, the subscriber acknowledges and agrees that, to the fullest extent permitted by law, none of BBAE or the Suppliers:

i. Accept any responsibility or liability for the frequency of provision and accuracy of the BBA LIBOR rate or any use made of the BBA LIBOR rate by the subscriber, whether or not arising from the negligence of any of BBAE or the Suppliers.

ii. Shall be liable for any loss of business or profits nor any direct, indirect or consequential loss or damage resulting from any such irregularity, inaccuracy or use of the Information.

B. Some functionality provided by Intel® Math Kernel Library (https://www.intel.com/software/products/mkl).

C. Certain system outputs may contain or incorporate third party data or rely on third party data in the preparation of all or part of the output. Except specifically agreed with you, material is subject to copyright laws, and all rights are reserved.

ChathamDirect – Browser Support Policy

Chatham Financial prides itself on providing our users the best possible experience when using our website and software solutions. Because it is not practical for us to validate against all possible browsers and their available versions, we have established this policy to ensure we support the vast majority of our users.

General Browser Requirements

In order to successfully interact with our web applications, your browser must meet the following requirements:

• Configured to accept cookies
• Configured to execute JavaScript
• Capable of a minimum of 256-bit encryption
• Capable of supporting TLS 1.2
• Capable of supporting SNI

Supported Browsers

We use actual usage data to determine the browsers most commonly used with our applications rather than generic industry data. We review this data regularly to determine which browsers to support.

Given the data we currently have, we are committed to validating against and fully supporting our customers’ use of the following browsers:

• Microsoft Internet Explorer 11
• Google Chrome, most recent stable version

Chatham Financial reserves the right to revise the Brower Policy at any time without notice to users.

Effective Date: January 15, 2019