**Part 1. ProManage Vision Website Terms of Service:**

ProManage, LLC’s disclosure documents, Form ADV Part 2A Brochure (“Form ADV Part 2A”) and Part 2B Brochure Supplement (“Form ADV Part 2B”), are available by clicking on the following links:

ADV Part 2A Brochure
ADV Part 2B Brochure Supplement

As the Form ADV Part 2A and Form ADV Part 2B are part of this Agreement and contain important information about ProManage and our services, you are strongly advised to review these documents before using any services.

1. Acceptance. Use of ProManage, LLC’s (“ProManage”) web site, ProManage’s Vision (" ProManage Vision") and the Retirement Readiness Statements are services subject to the following Terms of Service and User License ("TOS"). Please read the TOS carefully before using these services, as your use will signify your assent to be bound by these terms and your acknowledgment of your receipt of ProManage’s Form ADV Part 2A, Form ADV Part 2B, and Privacy Policy.

2. Access and Registration. To use the ProManage Vision website and services offered on it, you need the equipment necessary to connect to the World Wide Web (“WWW”), and the connection necessary to access the WWW. You are responsible for any fees associated with such connection or access (such as those charged by an Internet Service Provider or other online service). You will also need an appropriate computer, related equipment, and software (your "Computer") to use ProManage Vision. You are responsible for installing, maintaining, and operating your Computer. ProManage is not responsible for any problems associated with your use of our services which are caused by your Computer, including any virus or related problems associated with your use of ProManage’s website and/or ProManage Vision on your Computer. You agree you will: (a) provide accurate and complete information when prompted to do so, including your e-mail address, and (b) maintain and update your information so it remains accurate, current and complete. Please review the Systems Requirements for additional information.

3. Security. Upon registration, you will choose a User ID and Password. You are responsible for keeping your User ID and Password confidential. We recommend you memorize this information and not give it to anyone. You are responsible for all activity occurring through use of your account and/or password. You agree to immediately notify ProManage of any unauthorized use of your account User ID, or Password or any other breach of security. ProManage will not be responsible for any loss to you arising from your failure to comply with the above.

4. Fees. The ProManage Vision service and Retirement Readiness Statements are offered at no additional cost to co-workers in the MyRetirement Program. All Mercy Health co-workers can take advantage of the advice offered in ProManage Vision. Please note: if you decide to adopt the Suggested Strategy generated for you by ProManage Visionor elect to use the "Press-to-Implement" button on the Retirement Readiness Statement, you will be placed in the ProManage PROgram™ (an asset allocation service) if you are not already participating in the ProManage PROgram™. Since there is a monthly fee associated with participation in the ProManage PROgram™, be sure to read the PROgram™ Brochure (click here) to learn about the elements of the program, the fees, and how to elect out of the ProManage PROgram™. Mercy Health has retained ProManage, LLC as co-fiduciary to provide the ProManage PROgram™ to plan participants.

5. User Conduct. You may only use this website and any data contained in ProManage Vision for your own personal and non-commercial purposes. You agree that you will not use ProManage’s website or ProManage Vision to: submit, post, upload, or otherwise transmit any content through ProManage Vision ("User Content") or this website that is defamatory, libelous, abusive, tortuous, harassing, vulgar, obscene, or otherwise indecent; submit, post, upload or otherwise transmit any User Content that infringes or otherwise violates the rights of any third party, including without limitation privacy rights and proprietary rights; submit, post, upload or otherwise transmit User Content that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell any goods or services for any commercial purpose; conduct, display, or forward surveys, contests, pyramid schemes, "spam" or chain letters; impersonate, or otherwise misrepresent your affiliation with, any other person or entity; falsify or delete any attributions, legends, or other proprietary designations of the origin or source of software or other content appearing on ProManage Vision or this website or contained in a file that is uploaded; collect or store personal data about other members; or violate any applicable local, state, federal, or international law or regulation.

6. Copyright; Restrictions on Use. Certain content on the website (" ProManage Vision Content"), including information ("Third Party Data") provided by third parties ("Data Providers") and the technology underlying ProManage Vision ("Software") are protected by copyrights, trademarks, service marks, patents, or other intellectual property and proprietary rights and laws. The Data Providers retain their ownership rights in the Third-Party Data. ProManage owns all right, title and interest in and to ProManage Vision Content and the Software. You acknowledge that ProManage Vision, the ProManage Vision Software, and any underlying technology used in connection with ProManage Vision or this website contain proprietary information of ProManage. You may not copy, duplicate, reproduce (except as stated below), publish, distribute, create derivative works of, modify, adapt, translate, rent, sublicense, assign, loan, sell, transfer, network, display to third parties other than family members or your advisers, not competing with ProManage, transmit, compile or collect in a database, or in any manner commercially exploit any part of the website, ProManage Vision Software or ProManage Vision Content. You must abide by all copyright notices, information, or restrictions contained in or attached to any ProManage Vision Content or portion of ProManage Vision. Neither the TOS nor any other agreement pertaining to your use of ProManage Vision limits any of ProManage’s rights under trade secret, copyright, patent or other laws.

ProManage reserves the right, without prior notice and at their sole discretion, to remove any User Content that is in violation of the TOS.

7. Trademarks. Third party trademarks, service marks, logos, and trade names appearing on this website including ProManage Vision are the property of their respective owners.

8. E-mail Address and Consent for Electronic Delivery. If necessary, we will contact you at the e-mail address you have provided. By providing your e-mail address and accepting this agreement, you agree that you will accept ALL electronic communications from us (including but not limited to Form ADV Part 2A Brochure and Form ADV Part 2B Brochure Supplement, any information or other documents we may need to provide) at your e-mail address and will not make any claims against us if you do not receive any communication we send to your e-mail address. An e-mail may contain an attachment or a hyperlink to a document on ProManage’s website. You agree that such communications will serve as effective delivery when sent by ProManage even if you don’t receive it in a timely manner or at all. You agree to notify us immediately if your e-mail address changes. Your consent will be effective immediately.

Even though you consent to electronic delivery of communications, you may request a paper copy of regulatory communications such as ProManage’s Form ADV Part 2A and Form ADV Part 2B by mailing your request to: Compliance, ProManage, LLC, 130 E. Randolph Street, Suite. 2825, Chicago, IL 60601 . We reserve the right to verify via e-mail your request for a paper copy of regulatory communications. If you later wish to revoke consent to electronic delivery of communications, you must mail your written, signed revocation to: Compliance, ProManage, LLC, 130 E. Randolph Street, Suite. 2825, Chicago, IL 60601 . Please note: By revoking that consent the full functionality of the website may not be available to you.

9. Changes to Service or TOS. ProManage may modify, suspend or discontinue any portion or service provided on this website, including but not limited to ProManage Vision, at any time, with or without notice. ProManage reserves the right to modify the TOS (and if you choose to use the services such as ProManage Vision, any other parts of the Agreement) at any time. You agree to review the TOS (and any other parts of the Agreement) periodically so that you are aware of any modifications. Your continued use of or registration with ProManage Vision shall be deemed your acceptance of the modified TOS (and if you use the services, other parts of the Agreement).

10. Failure to Comply with TOS. You acknowledge and agree that ProManage may suspend or terminate your account and deny you access to, use of, or submission of Service Content for all or part of ProManage Vision, without prior notice, if you engage in any conduct that ProManage believes, in its sole discretion: (a) violates any term or provision of the TOS, (b) violates the rights of ProManage, or (c) is otherwise inappropriate for continued access and use of ProManage Vision. You agree that upon termination, we may, but we are not required to, delete all information related to your account and may bar your access to your ProManage Vision account.

11. Links. This website may contain links to WWW sites operated by third parties. ProManage is not responsible for the content of these WWW sites or for your transactions with them. Inclusion of links to such WWW sites does not imply any endorsement of the material on such WWW sites by ProManage.

12. Termination. You may discontinue accessing the services on this website, including but not limited to ProManage Vision, at any time. The TOS will continue to apply to all past use of the services on this website by you, even if you are no longer using them. We may terminate your use of any or all of these services at any time.

13. Disclaimer. ProManage Vision MAY CONTAIN OPINIONS, STATEMENTS, RECOMMENDATIONS, AND INFORMATION FROM THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. ProManage DOES NOT ENDORSE OR MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, TIMELINESS, COMPLETENESS OR CREDIBILITY OF ANY SUCH OPINION, STATEMENT, RECOMMENDATION OR OTHER THIRD-PARTY CONTENT CONTAINED IN, UPLOADED TO, OR DISTRIBUTED THROUGH ProManage Vision. YOU ACKNOWLEDGE THAT YOU WILL RELY ON ANY SUCH OPINIONS, STATEMENTS, RECOMMENDATIONS, INFORMATION, AND SERVICE CONTENT SOLELY AT YOUR OWN RISK. ProManage Vision, THE SOFTWARE AND THIRD-PARTY DATA ARE PROVIDED TO YOU "AS IS" WITH NO WARRANTY. NEITHER ProManage NOR ANY DATA PROVIDER PROVIDES ANY WARRANTIES AS TO THE ACCURACY, ADEQUACY, QUALITY OR FITNESS, TIMELINESS, NON-INFRINGEMENT OR TITLE OF ANY THIRD-PARTY INFORMATION OR INFORMATION PROVIDED BY YOU FOR A PARTICULAR PURPOSE OR USE, AND ALL SUCH WARRANTIES ARE EXPRESSLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ProManage AND ITS SUPPLIERS, DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ProManage Vision AND ProManage Vision CONTENT, ANY THIRD-PARTY’S SOFTWARE, AND ALL INFORMATION DERIVED FROM THEM, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, EVEN THOUGH ProManage MAY TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO ProManage Vision, ProManage DOES NOT WARRANT THAT THE SOFTWARE, ProManage Vision OR CONTENT CONTAINED IN THEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH ProManage Vision OR SENT BY ProManage TO YOU IS FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, ANY IMPLIED WARRANTIES WILL END NINETY (90) DAYS AFTER YOU FIRST USE THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

14. Limitation of Liability. YOU UNDERSTAND THAT IN NO EVENT WILL ProManage OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS OR ANY DATA PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, LOSS OF BUSINESS REVENUE OR LOST PROFITS, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF: (I) YOUR USE OF OR INABILITY TO USE ProManage Vision OR OTHER SERVICES ON THIS WEBSITE, (II) YOUR RELIANCE ON ANY CONTENT, OR (III) ANY GOODS OR SERVICES ADVERTISED ON THIS WEBSITE; EVEN IF ProManage OR ANY RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER ProManage NOR ANY DATA PROVIDER SHALL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING FROM (i) ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF THE DATA OR ANY OTHER INFORMATION SUPPLIED TO YOU THROUGH ProManage Vision OR OTHER SERVICES ON THIS WEBSITE OR (ii) ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE DATA. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. Indemnification. You agree to indemnify, defend and hold harmless ProManage and its affiliates, officers, directors, employees, consultants, agents and licensors from any and all third party claims, liability, damages and/or costs (including but not limited to reasonable attorneys' fees) arising from your failure to comply with the TOS, your infringement or violation of any intellectual property or other right of a third party, your User Content, or from your violation of any applicable law.

16. Applicable Law. The TOS is entered into in Chicago, Illinois and governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its conflict of laws provisions. Federal law governs copyright, patent, and trademark matters. You agree that the proper forum for claims under the TOS will be the courts of the State of Illinois for the County of Cook or the U.S. District Court for the Northern District of Illinois, and you agree to submit to the jurisdiction of these courts. The prevailing party in any action will be entitled to recover reasonable expenses, including attorneys' fees.

17. Miscellaneous. The TOS and for those who choose to use ProManage Vision, the multi-part Agreement of which TOS is a part, constitute the entire agreement between you and ProManage, LLC. If any provision of the TOS is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions of the TOS shall remain in full force and effect. The failure of ProManage to insist upon or enforce strict performance of any provision of the TOS will not be construed as a waiver of any provision or right of ProManage. The TOS will inure to the benefit of ProManage and its successors and assigns.

Updated 03/25/2020 12:36:32