CDC Portal Terms of Use

Welcome

These Terms of Use (“TOU”) govern your use of our secure web portal (“Portal”) that is designed to make it easy for you to manage your organization’s reporting requirements. Through the Portal you can view and filter reporting requirements, manage digital documentation and communicate via messaging with your USBCDC counterparties. By continuing to access the Portal, you agree to be bound by this TOU. If you do not agree to this TOU, please do not use the Portal.

This TOU is revised periodically, and it may include changes from earlier versions. By using the Portal, you agree to the most recent version of this TOU.

Definitions

• The words “we,” “our” and “us” mean U.S. Bank, U.S. Bancorp Community Development Corporation (“USBCDC”) and respective affiliates, successors and assigns.
• The words “you” and “your” mean the person that has been provided credentials to access the Portal and use the services covered by this TOU.
• “Individual User(s)” are provided access to the Portal by the Site Administrator in accordance with a defined access role.
• “Log-in Credentials” means your username and password used to access the Portal.
• “Site Administrator” is appointed by your organization to manage access to the Portal for your employees and Vendors to whom you provide access.
• “Vendor” is a third-party company or individual, external to your organization, that can be given access to the Portal by a Site Administrator.

Privacy & security

Protecting your privacy is important to us. Please visit our online Privacy page for more information on our commitment to privacy and online security.

PROTECTING YOUR LOGIN-IN CREDENTIALS

Prevent unauthorized access by keeping your Log-in Credentials confidential and ensure that you log out of the Portal when you are finished. If you give another person or business access to the Portal by sharing your Log-in Credentials, you agree that each such third-party will be authorized to act on your behalf and will be bound by this TOU (and any separate agreement governing your account). We are not responsible for managing the authority of your third-party relationships, or the use of the Portal by an authorized third-party using your Log-in Credentials. Any activity performed using your Log-in Credentials, even if not specifically intended by you, will be presumed to be authorized by you. If you have shared your Log-in Credentials with a third-party, and wish to revoke such access, you must contact us to block access to the Portal until new Log-in Credentials are established. If you are the Site Administrator for your organization, you can establish Individual User profiles (described in more detail below) that allow you to delegate and manage access without sharing Log-in Credentials.

RECEIVING TEXT MESSAGES AND OTHER COMMUNICATIONS

By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications — including but not limited to prerecorded or artificial voice message calls, text messages and calls made by an automatic telephone dialing system — from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur fees from your mobile services provider.

We use text messaging services to send you one-time passcodes. Message frequency depends on your account settings and how often you use the services that utilize such functionality. If you need assistance, contact us at USBCDCdocumentportal@usbank.com, or reply to the text message with the word “HELP.” To stop receiving text messages on your mobile phone, reply to the text message with the word “STOP.”

Text messaging is available from all major wireless operators based in the United States of America (AT&T, Verizon Wireless, T-Mobile®, Sprint, Metro PCS, U.S. Cellular® and Cincinnati Bell). Text messages may be delayed (or not delivered) if your mobile device is not in range of a transmission site, placed in airplane mode or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of your wireless operator may interfere with message delivery, including your equipment, terrain, proximity to buildings, foliage and weather. You acknowledge that urgent messages may not be timely received, that your wireless operator does not guarantee that messages will be delivered, and that we and the wireless operators are not liable for delayed or undelivered messages.

MONITORING AND RECORDING COMMUNICATIONS

We may monitor and/or record any communications between you and us for quality control and other permitted business purposes. This monitoring or recording may be done without any further notice to you or anyone acting on your behalf.

Managing Reporting Requirements

The Portal is designed to facilitate communication and provide a secure method of sharing electronic documentation. The Portal will allow you to upload/download documents and track actions taken within the Portal in connection with your reporting obligations, but it is not an official system of record.

NOTIFICATIONS

Use of the Portal incorporates selective messaging via email to communicate to you about important, time-sensitive updates. Depending on the access you’ve been provided in the Portal, you may receive emails when the status updates occur.

ELECTRONIC DOCUMENTS

Electronic documentation may be deleted from the Portal after a period of time. You are responsible for downloading and saving your electronic documents for your own purposes. If you terminate your access to the Portal, you will no longer have access to the associated electronic documents.

Managing authorized users

The Site Administrator is responsible for controlling access to the Portal and for managing the permissions provided to the Individual User. We have no duty or responsibility to monitor the acts of the Individual User or ensure that the acts of the Individual User comply with the policies or instructions of your organization. Any separate agreement, or required duty to act, is solely between your organization and the Individual User and we are not responsible for managing or enforcing any suchagreement between you and the appointed Individual User.

INDIVIDUAL USER ROLES

The Site Administrator may assign the Individual User to one of the following roles:

• Employee Site Administrator: Can add/manage Individual Users and has access to all of the reporting requirements, electronic documents and messaging associated with your organization.
• Employee Contributor: Has access to the reporting requirements, electronic documents and messaging of the respective organization as assigned by the Site Administrator.
• Vendor: A third-party company or individual that has access to the reporting requirements, electronic documents and messaging of the respective organization as assigned by the Site Administrator.

INDIVIDUAL USER PERMISSIONS

The Site Administrator delegates access to reporting requirements by assigning permissions to the Individual User and such permissions can be filtered by the following:

Limited Access by Deal, Legal Entity or Reporting Requirement:

• Legal Entity: A legal entity is a specific company or individual for whom the reporting requirement is a direct obligation as described in the transaction documents of a Deal.
• Deal: A deal is the broader, multi-party legal transaction involving your organization (or affiliate legal entities) for a described investment period during which reporting is required.
• Reporting Requirements: Specific reporting obligations and their associated documents.
• Vendors can be given access to your customer organization’s reporting requirements, and permissions can be restricted by the Site Administrator.

Unlimited Access

• Assign to all: Allows the Individual User to see and take action upon all reporting requirements for your organization, for all Deals, or for all Legal Entities and/or for all Reporting Requirements.

Any additional limitations placed on the Individual User, even if we have express written notice of those limitations, are exclusively between the Site Administrator/organization and the Individual User.

CONFIDENTIALITY

While the Portal is a secured environment, Site Administrators and Individual Users will be able to see all communications, electronic documents and reporting requirements as outlined by the permission granted. If you or we require additional levels of confidentiality for some communications, these may be conducted outside of the Portal as requested by either party. Individual Users in the Vendor role may have access to the information of multiple organizations if given access by other Site Administrators. Any limitations you impose on the access and the use of your organization’s information is strictly between you and your appointed Individual User or the Vendor company to whom access is provided.

Additional terms

INTELLECTUAL PROPERTY RIGHTS

All content connected with the Portal is the exclusive intellectual property of us, our licensors and/or service providers and it is protected by copyrights and other intellectual property rights. You are permitted to use content delivered to you through the Portal only for your personal use. You may not copy, reproduce, distribute or create derivative works from this content. Further, you agree not to reverse-engineer or reverse-compile any technology, including any software or other content associated with the Portal.

The trademarks, logos and service marks displayed in connection with the Portal are the registered and unregistered trademarks of us and/or our service providers. Under no circumstances may you use, copy, imitate, alter, modify or change these trademarks. Nothing contained on, in or otherwise connected with the Portal should be construed as granting (by implication or otherwise) any license or right to use any trademark without the express written permission of us or the third party, which has rights to such trademark.

All messages, suggestions, ideas, notes, concepts, know-how, techniques, data, applications, mail and other information you may send to us through or regarding the Portal shall be considered an uncompensated contribution of intellectual property to us and shall become our exclusive intellectual property. By submitting any such materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium or technology now known or later developed. You warrant that all so-called “moral rights” in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.

LINKS TO OTHER INTERNET SITES AND THIRD-PARTY SERVICES

The Portal may contain links to other websites, merchandise and services provided, owned or operated by third parties; these links do not imply our endorsement or approval of material on any third-party website. The linked websites are not under our control and we are not responsible for the availability, content, products, services, advertising or other materials available on the third-party websites. The privacy policies of third-party websites may provide less security than our Portal, so we strongly encourage you to read the third party's privacy policy before sharing any information with that third party.

All matters concerning third-party websites, merchandise and services provided or operated by third parties are solely between you and the third party. We make no warranties or representations whatsoever with regard to any third-party website, merchandise or service and we are not responsible or liable to you for any damages, losses or injuries of any kind arising out of your use of any third-party website.

EQUIPMENT

You are responsible for and must provide all mobile devices, computers, and/or other equipment, software (other than any software provided by us), and services necessary to access the Portal. You may need additional software that is capable of opening PDF files (such as Adobe Acrobat) to view, print, and/or save electronic versions of your documents.

INTENDED USE

The Portal, and the products and services described, are intended for people that are at least 18 years old or otherwise able to lawfully enter into contracts under applicable law. Nothing on the Portal is intended for persons under the age of 13.

Use of the Portal is subject to all applicable federal, state and local laws and regulations. You agree not to use the Portal to conduct any business or activity or solicit the performance of any activity prohibited by law or any contractual provision by which you are bound.

DELAY OR SUSPENSION OF SERVICE

Without limiting any other provision of this TOU, if we or any other service provider reasonably believes that your conduct in using the Portal constitutes a “Threatening Condition” (including, but not limited to, violation of this TOU; violation of any applicable laws, rules, regulations or industry standards; or otherwise poses a threat to any system, equipment, process, intellectual property or the reputation of us or any service provider), we or any such service provider may provide you with a notice to cease the Threatening Condition. If, in the reasonable and good faith determination of us or any service provider, the Threatening Condition poses an imminent or actual threat (including regulatory investigation, inquiry or penalty) to us or any service provider or its systems, equipment, processes or intellectual property, you agree that we or any other service provider may suspend any and all use of the Portal without notice.

TERM AND TERMINATION

We reserve the right to add or eliminate features to the Portal, and we may terminate your use of any or all features of the Portal for any reason and at any time with or without prior notice as the law requires. You agree that you will immediately stop using the Portal upon our request.

You may voluntarily terminate your access to the Portal and withdraw your consent to this TOU by contacting your U.S. Bank or USBCDC representative or emailing us at USBCDCdocumentportal@usbank.com. If you terminate your access and/or withdraw your consent to this TOU, you will no longer have access to any of the services offered through the Portal.

All applicable provisions of this TOU shall survive termination by either you or us, including, without limitation, provisions related to your liability, intellectual property, warranty disclaimers, limitations of liability and indemnification.

NO WARRANTIES

WE DO NOT REPRESENT OR WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS OR TIMELINESS OF THE PORTAL, OR THE ERROR FREE USE OF THE PORTAL. THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND FREEDOM FROM A COMPUTER VIRUS.

IN THE EVENT OF A SYSTEM FAILURE OR INTERRUPTION, YOUR DATA MAY BE LOST OR DESTROYED. YOU ASSUME THE RISK OF LOSS OF YOUR DATA DURING ANY SYSTEM FAILURE OR INTERRUPTION.

LIMITATION OF LIABILITY; INDEMNIFICATION

IN NO EVENT WILL WE BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES TO EQUIPMENT, FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER CAUSED BY OR RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE PORTAL; (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO YOUR INFORMATION; (3) ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN INFORMATION OR CONTENT PROVIDED BY, CONTAINED WITHIN, OR OBTAINED THROUGH THE PORTAL, OR (4) ANY OTHER FAILURE, ACTION, OR OMISSION.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY AND ALL THIRD-PARTY CLAIMS, ACTIONS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S FEES) ARISING FROM (1) A THIRD-PARTY CLAIM, ACTION OR ALLEGATION OF INFRINGEMENT, MISUSE OR MISAPPROPRIATION BASED ON INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU TO OR THROUGH OUR PORTAL; (2) ANY FRAUD, MANIPULATION OR OTHER BREACH OF THIS TOU BY YOU; (3) ANY THIRD-PARTY CLAIM, ACTION OR ALLEGATIONS BROUGHT AGAINST US ARISING OUT OF OR RELATING TO A DISPUTE WITH YOU OVER THE TERMS AND CONDITIONS OF AN AGREEMENT OR RELATED TO THE PURCHASE OF SALE OF ANY GOODS OR SERVICES; (4) YOUR VIOLATION OF ANY LAW OR RIGHTS OF A THIRD PARTY; OR (5) USE OF THE PORTAL BY ANY THIRD PARTY. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. YOU WILL NOT SETTLE ANY ACTION OR CLAIMS ON OUR BEHALF WITHOUT OUR PRIOR WRITTEN CONSENT.

EXPORT CONTROL

You acknowledge that your use of the Portal is subject to the United States government export control laws and regulations, which may restrict or prohibit the use, export, re-export or transfer of the content within the Portal and any associated software. You agree that you will not directly or indirectly use, export, re-export or transfer any part of the Portal except in compliance with applicable U.S. export laws and regulations. Without limitation, you agree that you will not use the Portal in any embargoed or sanctioned country.

USING THE PORTAL FROM OUTSIDE THE UNITED STATES

You understand that the described products and services are intended for users located in the United States and U.S. Territories; all information and products referenced assume the use of U.S. currency. You also understand that we are based in the United States, and your use of the Portal may subject you to United States law (including laws that govern the use and collection of personal data).

WAIVER

We will not be deemed to have waived any of our rights or remedies with regard to this TOU unless our waiver is in writing and signed by our authorized officer. No delay or omission on our part in exercising any rights or remedies will operate as a waiver. A waiver on one occasion will not be construed as a bar or waiver of any rights or remedies on future occasions.

SEVERABILITY AND GOVERNING LAW

If any provision of this TOU is held to be void or unenforceable in any jurisdiction, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction or the validity or enforceability of any other provision in that or any other jurisdiction.

This TOU is governed by all applicable Federal laws of the United States of America and the laws of the State of Minnesota (without regard to any choice of law provisions thereof).

ASSIGNMENT

You may not assign your obligations under this TOU to any other party and we will not honor any such assignment. We may assign this TOU and you agree that we have the right to delegate to service providers all of the rights and performance obligations that we have under this TOU, and that the service providers will be third-party beneficiaries of this TOU and will be entitled to all the rights and protections that this TOU provides to us.

COMPLETE AGREEMENT

This TOU represents the sole and exclusive agreement between you and us regarding the Portal. It merges and supersedes all previous and contemporaneous written or oral agreements and understandings regarding the subject matter hereof.