Ftecontributions.com Website Terms of Use Agreement
for Plan Sponsors, U.S. Financial Advisors and Third Party Administrators

These Terms were last amended as of: September 30, 2005

This Terms of Use Agreement is a binding contract between you and Franklin Templeton Investments. It governs your use of this website and all products, services, content, tools and information available through the website. By using or accessing this website, you accept and agree to be bound by these Terms of Use. If you do not agree with the terms and conditions of the Terms of Use Agreement, you are not granted permission to access or otherwise use this website.

TABLE OF CONTENTS

Acceptance of the Terms of Use and any Amendments
Site Sponsor
Authorized Use, Users and Online Account Access
Prohibited Uses and Means of Access
Fund Prospectus Offer, Performance, and Investment Risks
Privacy, Personal Information Transmission, Unsolicited Communications and Usage Monitoring
Copyright, Trademark and other Intellectual Property Rights
Linking and Logo Use Policies
Third Party Content Providers, Sites, Referrals and Disclaimers
Disclaimers
Limitation of Liability
Indemnification
Governing Law, Forum, Severability, and Miscellaneous
Termination

Acceptance of the Terms of Use and any Amendments

This Terms of Use Agreement (the “Terms of Use”) states the terms and conditions under which you (also referred to as an “Authorized User”) may use this website or the public website located at franklintempleton.com and all products, services (including account access), content, tools, and information available through the website (referred to collectively as the “Site” or the “Site Content”) for commercial use. Please read the Terms of Use carefully. By accessing, browsing and/or using the Site, you acknowledge that you have read, understood and agree to be legally bound by the Terms of Use.

These Terms of Use are in addition to any other agreements between you and us, including the Servicing Agreement (Plan Sponsors), Selling or Distribution Agreement (Financial Advisors) (each, a “Franklin Services Agreement”), and any other agreements that govern your use of Franklin Templeton’s or any third party’s (companies not affiliated with us) products, services, content, tools, and information available on the Site.

Your use of the Site is governed by the version of the Terms of Use in effect on the date the Site is accessed by you. We reserve the right to change the Site and the Terms of Use at any time, without notice. The date of any amendment will be shown in the Table of Contents. If you use the Site after the amended Terms of Use have been posted, you will be deemed to have agreed to the Terms of Use, as amended.

The Site is provided as a service, and for informational purposes only, by Franklin/Templeton Distributors, Inc. and/or its affiliates that are the Franklin Templeton Investments corporate group of companies (collectively, "Franklin Templeton" or “Franklin Templeton Investments” or “we” or “us”) --it is not provided by the Franklin Templeton mutual funds.

Franklin Resources, Inc. [NYSE: BEN] is a global investment organization operating as Franklin Templeton Investments. Through various Franklin Templeton entities, Franklin Templeton Investments provides global and U.S. investment, shareholder and distribution services to the Franklin, Templeton and Mutual Series Funds and institutional accounts, as well as separate account management services.

Authorized Users and Your Representations. The Site is available only to Authorized Users (as described below) solely for the purpose of providing payroll contribution instructions and servicing (“Permitted Uses”). The Site is not accessible to the public and shall not be distributed to any individual other than an Authorized User. The Site has not been filed with the NASD and generally does not contain the same disclosures required for public or shareholder communications.

Plan Sponsors: By registering with the Site, or otherwise accessing the Site pursuant to any Access Form, or any generic or firm-wide authorization we may grant you from time to time, you represent and agree that: (i) you are an authorized representative of a plan sponsor that has entered into a valid Servicing Agreement with Franklin Templeton (“Plan Sponsor”); (ii) the Plan Sponsor has authorized you to access and use the Site; (iii) you are authorized by the Plan Sponsor to agree to this Agreement and use the Site to allocate Plan contributions to any participant’s account on behalf of the Plan Sponsor; and (iv) the terms and conditions of this Agreement shall apply equally to you and the Plan Sponsor.

Financial Advisors: By registering with the Site, or otherwise accessing the Site pursuant to any Access Form, or any generic or firm-wide authorization we may grant you from time to time, you represent and agree that: (i) you are an authorized representative of a broker/dealer, bank or other financial services firm that has entered into a valid Selling or Distribution Agreement with Franklin (“Firm”); (ii) the Plan Sponsor and the Firm have authorized you to access and use the Site; (iii) you are authorized by the Plan Sponsor and the Firm to agree to this Agreement and use the Site to allocate plan contributions to any Participant’s account on behalf of the Firm; and (iv) the terms and conditions of this Agreement shall apply equally to you and the Firm.

As a reminder, under the Selling or Distribution Agreement, regardless of the medium used, you are responsible for ensuring that the Distribution Services are conducted in compliance with all applicable securities laws and regulations, including those applicable to the paper or electronic delivery of fund prospectuses and shareholder reports. In addition, pursuant to the Selling or Distribution Agreement, any of your websites or other marketing information that mentions Franklin Templeton or our products or services must be sent to us for our approval (unless we furnished the material).

Third Party Administrators: By registering with the Site, or otherwise accessing the Site pursuant to any Access Form, or any generic or firm-wide authorization we may grant you from time to time, you represent and agree that: (i) you are an authorized representative of a third-party administrator that has entered into a valid agreement with the Plan Sponsor (“TPA”); (ii) the Plan Sponsor and the TPA have authorized you to access and use the Site; (iii) you are authorized by the Plan Sponsor and the TPA to agree to this Agreement and use the Site to allocate plan contributions to any Participant’s account on behalf of the TPA; and (iv) the terms and conditions of this Agreement shall apply equally to you and the TPA.

Website Use Outside of the United States. If you choose to access the Site from locations outside of the United States, you do so at your own initiative and risk, and are responsible for compliance with all applicable laws.

Use of Fund Information. You are not authorized to give any information or make any representations concerning Franklin Templeton Funds, or shares of any such funds, except those contained in the fund’s then-current prospectus or legal disclosure document (e.g., for unregistered funds), or materials issued by us as information supplemental to such prospectus or legal disclosure document. All Site Content prepared by a fund, or on behalf of a fund by Franklin Templeton, that is available on the Site (“Franklin Templeton Electronic Information”) is in a form that has been legally approved by Franklin Templeton and where applicable (and so indicated) has been filed with the NASD. Third Party Content available on the Site may not have such approval and may not have been filed with the NASD. You agree that we are not responsible for your compliance with regulatory requirements, including any SEC or NASD content or filing requirements.

You agree to use the Franklin Templeton Electronic Information at your sole risk and responsibility and in accordance with all applicable laws, regulations and rules as well as in accordance with all instructions and directions that accompany it, and the terms and conditions of the Franklin Services Agreement. Unless and to the extent required by law or written agreement, we are not responsible for any additional costs or liabilities that you may incur in connection with your election to use the Franklin Templeton Electronic Information or our Site. You agree to use all reasonable security precautions to prevent the Site, including any Franklin Templeton Electronic Information, from being made available to anyone other than Authorized Users.

Your online account access. You must register for general Site access. You will receive a user identification and password (collectively, the “Access Code”) which must be maintained as private and confidential. Each Access Code can only be used by one Authorized User with respect to its activities on behalf of a particular Plan Sponsor, Firm or TPA. You are solely responsible for maintaining the confidentiality of your account and Access Code, and for restricting access to your computer. You agree to accept responsibility for all access to the Site and any use, misuse, or communications occurring on the Site through your Access Codes that are due to your conduct, inaction, or negligence.

You agree to notify us immediately if you become aware of any disclosure, loss, theft or unauthorized use of your Access Code, and we reserve the right to delete or change one or both of them at any time and for any reason. We shall not be under a duty to inquire into the authority or propriety of any use, instructions or communications (“Instructions”) transmitted through the Site using the above security procedures. We shall be entitled to treat as authorized and act upon any such Instructions and shall not be liable for any loss, cost, expense or other liability arising out of any such Instructions.

No solicitations. Nothing on the Site shall be considered a solicitation to buy or an offer to sell, or a recommendation for, a security, or any other product or service, to any person in any jurisdiction, including any state, where such solicitation, offer, recommendation, purchase or sale would be unlawful under the laws of that jurisdiction.

No investment recommendations or professional advice; use of tools. The Site is not intended to provide any tax, legal, insurance or investment advice, and nothing on the Site should be construed as a recommendation, by us or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. While certain tools available on the Site may provide general investment or financial analyses based upon your personalized input, such results are not to be construed as our providing investment recommendations or advice. Unless otherwise specified, you alone are solely responsible for determining whether any investment, security or strategy or any other product or service, is appropriate or suitable for Participants based on their investment objectives and personal and financial situation. You should consult, or advise them to consult, an attorney or tax professional regarding the specific legal or tax situation.

Prohibited Uses. Because all servers have limited capacity and are used by many people, you may not use the Site in any manner that could damage or overburden any Franklin Templeton server, or any network connected to any Franklin Templeton server. You may not use the Site in any manner that would interfere with any other party’s use of the Site.

Means of Access. The Site is generally intended to be viewed by a conventional web browser with a screen resolution of 640 by 480 pixels or greater, such as Microsoft® Internet Explorer®. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You should not access the Site through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved by us in writing prior to such use.

Password protected areas. Access to and use of password-protected and/or secure areas of the Site are restricted to Authorized Users only. You may not obtain or attempt to obtain unauthorized access to such parts of our Site, or to any other protected materials or information, through any means not intentionally made available by us for your specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

Prospectus Offer. For more information on a fund, download a prospectus, which contains important information about a fund's investment goals, sales charges, expenses and risk considerations. Please read the prospectus carefully before you invest.

Franklin/Templeton Distributors, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906

Fund Performance. Ongoing market volatility can dramatically impact a fund’s short-term returns. Performance data represent past performance, which does not guarantee future results. Current performance may differ from the figures shown. The fund’s investment return and principal value will change with market conditions, and you may have a gain or a loss when you sell your shares. Money market funds seek to maintain a value of $1.00 per share, but there can be no assurance that they will. Mutual funds, annuities and other investment products are not FDIC insured; are not deposits or obligations of, or guaranteed by, any financial institution; and are subject to risks, including possible loss of the principal amount invested.

Investment Risks. All of the funds are subject to certain risks. Generally, investments offering potential for higher returns are accompanied by a higher degree of risk.

Stocks and other equities representing an ownership interest in a corporation have historically outperformed other asset classes over the long term but tend to fluctuate more dramatically over the shorter term. Bonds, and other debt obligations, are affected by the creditworthiness of their issuers and changes in interest rates, with prices often declining as interest rates increase. High yield, lower rated ("junk") bonds generally have greater price swings and higher default risks. Foreign investing, especially in developing countries, has additional risks such as currency, market volatility, and political and social instability.

These risks, and other risks that particular funds may be subject to, such as specialized industry sectors or use of complex securities, are discussed in each fund's prospectus.

Privacy notice: Please see our Website Privacy Notice for a summary of the information we collect on ftecontributions.com and how we use that information.

Personal Information Transmission. Your use of the Site may involve the transmission of information, including personally identifiable data (e.g., transaction history), about you or a Participant. You consent to the transmission of such information by electronic means through the Internet and represent that you have obtained all necessary authorizations for the transmission of such information to Franklin Templeton via the Site. You further represent that such consent shall be effective each time you use the Site.

Unsolicited communications. We welcome your feedback about the Site and may use it to improve the Site. Should you provide unsolicited ideas, or material of any kind (“Communications”) and we use it to develop or market products, services, content, tools or information, you agree that we can do so without compensating you. By providing us with such Communications, you represent to us that you own all rights to it.

Technically this means that you hereby grant Franklin Templeton a perpetual, worldwide, royalty-free, irrevocable license to edit, reproduce, disclose, transmit, publish, broadcast, or post your Communications either on the Site or elsewhere with no liability or obligation to you. Franklin Templeton is free to use any ideas, concepts, know-how, or techniques obtained in your unsolicited Communications for any purpose including, but not limited to, developing and marketing products. Unless we state otherwise on the Site or in the Privacy Policy referenced above, any Communications that you email or otherwise transmit through the Site can be treated by us as non-confidential and nonproprietary.

Usage monitoring We reserve the right, but do not have the obligation, to access, archive, or monitor any use of the Site, or your use of the Site and your Communications. By using the Site, you accept our right to access, archive, or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, or for any other reason. You agree that our monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which we monitor your Site usage and enforce, or fail to enforce, these Terms of Use. You further agree that in no event will Franklin Templeton be liable for any damages incurred by you as a result of our usage monitoring. Any information obtained is subject to review by law enforcement organizations in connection with investigation or prosecution of possible illegal activity on the Site. We will also comply with all court orders as well as all law enforcement and regulatory inquiries involving requests for such information.

You acknowledge that the Site is protected by applicable copyrights, trademarks, trade secrets, patents, proprietary rights and other intellectual property laws, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now or developed in the future. Accordingly, you may not copy, distribute, modify, post or frame-in the Site, including any text, graphics, video, audio, software code, user interface design or logos, except as explicitly authorized below or by us in writing.

Permitted uses. Franklin Templeton grants you a non-exclusive, personal, non-transferable, non-sublicensable, limited and revocable right to access, use and display the Site on any computers or other electronic display device of which you are a user, for your reasonable and fair business use, as an Authorized User for the purpose of Permitted Uses. You agree to use the Site only for lawful purposes, for the Permitted Uses, and not for the Prohibited Uses. No other use of the Site is authorized, unless you and we have agreed otherwise in writing.

You may print copies of the Site, provided that these copies are made only for the Permitted Uses and that you include any notices and any legal information contained in the Site, such as all copyright notices, trademark legends, or other proprietary rights notices as well as all legal caveats furnished in the footnotes or under “Important Legal Information” as shown on the screen or through a link. Limited linking to the Site is permitted if done in full compliance with all applicable laws, these Terms of Use, our Linking Policy and our Logo Use Policy.

Prohibited uses. You are prohibited from any use of the Site that would give rise to liability or otherwise violate any applicable laws or regulations or the Terms of Use. You may not publicly perform, publicly display, transmit, publish, participate in the sale or transfer of, modify, or create derivative works based on anything available through the Site, in whole or in part. You shall not store electronically any significant portion of any part of the Site. No reverse engineering, linking, framing, or modification of any part of the Site is allowed without our prior written approval. Any modification or unauthorized use is a violation of Franklin Templeton's copyrights and other proprietary rights.

Trademarks and copyrights. Our trademarks are listed in Franklin Templeton Trademarks. Other company product and service names and logos used and displayed on the Site may be trademarks or service marks owned by others. Nothing on the Site should be construed as granting any license or right to use any of the Franklin Templeton Trademarks or other trademarks displayed on the Site without the prior written permission in each instance of Franklin Templeton and/or the owner(s) of such other trademarks. All goodwill generated from the use of the Franklin Templeton Trademarks on any website will inure to our benefit.

The Site also contains text, software, graphics, images, and other material protected by copyrights or other proprietary rights and laws (collectively, the "Proprietary Material"), owned by Franklin Templeton or its licensors. Any use of such Proprietary Material other than as permitted herein is expressly prohibited without the prior permission of Franklin Templeton and/or the relevant rights holder in writing.

Copyright Policy and Claims Procedure. We reserve the right to remove from our Site, any content that is alleged to infringe someone’s copyright. If you reasonably believe that your copyrighted work is accessible on the Site in a way that constitutes copyright infringement, please follow this procedure:

Use of Franklin Templeton logos or creating hyperlinks to the Site is prohibited unless authorized by us in writing in advance. You may, however, create a link to the Site that includes our logo as long as you accept and follow our Linking Policy and Logo Use Policy and such link, including logo, is for your reasonable and fair business use, as an Authorized User for the purpose of providing Distribution Services (unless we have agreed to other terms in writing).

We are granting a limited, revocable, nonexclusive and nonexclusive right to create a hyperlink to the Site under these policies, and we may revise the Linking or the Logo Use Policies, or withdraw these permissions or your permission at any time, without prior notice.

Linking Policy
To be an authorized link, a website that links to the Site:

1.	May link only to
	•	the home page of the Franklin Templeton Retirement Services portal website ((http://www.ftecontributions.com))
	•	the home page of the Franklin Templeton Investments public website (http://www.franklintempleton.com)
2.	Must clearly show that the link is to the website of “Franklin Templeton Retirement Services,” or “ftecontributions.com.”
3.	May link to, but not replicate, the Franklin Templeton Site, in whole or in part, and the link must maintain the integrity of our layout, “look and feel,” and Site Content.
4.	Must not “frame” or create a browser or border environment or advertising around any Franklin Templeton Site Content.
5.	Must not misrepresent its relationship with Franklin Templeton (including suggesting that Franklin Templeton is sponsoring, endorsing, or affiliated with it or its products and services).
6.	Must only use the Franklin Templeton logo with written permission or in compliance with these Policies.
7.	The link must be a Permitted Use see (Copyright, Trademark and other Intellectual Property Rights) and comply with all applicable laws and the Site’s Terms of Use.

If you have created a link that conforms to this Linking Policy (“Primary Link”), then you may also I include one or more links to any internal or subsidiary page of the Site that is located one or several levels down from the home page (“deep linking”), provided, however, that all such deep links must be in close proximity to the Primary Link. Notwithstanding the above, in no event may you maintain numerous or pervasive links to the Site without our prior written permission.

Logo Use Policy

Instructions for downloading a Franklin Templeton logo in connection with an authorized link:
Right click on the image. When the menu pops up, select “Save picture as…” and save it to an appropriate location.

Conditions may apply to third party content. Some of the products, services, content, including advertisements, tools, and information available through the Site may be provided by companies that are not affiliated with Franklin Templeton (“Third Party Content”) and their source is clearly identified. In some cases, the Third Party Content may be framed-in on the Franklin Templeton Site or available through a link to a third party site. In the case of Third Party Content, there may be additional restrictions that apply to its use. You should be careful to examine them (for example, in accompanying statements or caveats or their posted terms of use) because they may be more restrictive than the restrictions Franklin Templeton imposes on our own, proprietary Site Content. Third Party Content providers may have reserved a right to modify the restrictions they impose on use of their content without notice. As with our Site’s Terms of Use, use of Third Party Content after a change in the posted restrictions relating to that content will constitute acceptance of those changes.

Not responsible for Third Party Content, referrals or links to third parties or third party sites. For informational or educational purposes, or as a service and convenience to you, the Site may provide referral information, Third Party Content or live links to a regulatory agency, non-profit organization, or other unaffiliated third party and their websites, including companies that have a relationship with Franklin Templeton.

Our decision to provide referral information to a third party or to pass on an offer made by a third party vendor or to provide a link from our Site to a third party site is not an endorsement of the third party, their products or services, or their website accessed through any such links. While we would generally only provide such information from, or links to, sources considered reliable, we do not have the resources to conduct independent investigations and accordingly we make no representations or warranties as to third party products, services, content, tools and information, and do not guarantee their accuracy, timeliness, completeness or usefulness. We advise and encourage you to do your own research. You will use Third Party Content only at your own risk.

Although Third Party Content may be displayed, framed-in or provided in a pop-up box on the Site, or available through a live link between our Site and a third party site (sometimes through opening a second browser window), Franklin Templeton does not prepare, edit, guarantee or endorse Third Party Content. When viewing Third Party Content through any such links, keep in mind that the third party’s site terms and conditions, privacy and security policies, or other legal information may be different from those of Franklin Templeton’s Site. We are not liable for any direct or indirect technical or system issues, consequences, or damages arising from your use of any third party website.

WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY, THEIR PRODUCTS OR SERVICES, THEIR WEBSITE, OR ANY CONTENT MADE AVAILABLE THROUGH SUCH THIRD PARTY SITES, NOR DO WE MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THIRD PARTY CONTENT (OR ITS ACCURACY) ON ANY THIRD PARTY SITES, AND WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER IN RELATION TO ANY OF THE FOREGOING.

YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE TIMELINESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE SITE IS ASSUMED SOLELY BY YOU. ALL OF THE FRANKLIN TEMPLETON PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OF THE FRANKLIN TEMPLETON PARTIES DISCLAIM ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE.

You are responsible for your connectivity. You agree that you are responsible for the means you use to access the Site and understand that your hardware, software, the Internet, your Internet Service Provider, and other third parties involved in connecting you to our Site may not perform as intended or desired.

Not responsible for third party damages. Franklin Templeton also disclaims responsibility for damages third parties may cause to you through the use of the Site, whether intentional or unintentional. For example, you understand that hackers could breach our security procedures, and that Franklin Templeton will not be responsible for any related damages.

No reliance on Data. Reasonable precautions have been taken to ensure that Site Content, including account information and pricing data, are complete and accurate. However, due to the nature of information delivery technology and the necessity of using multiple data sources, including Third Party Content, we are unable to assure the accuracy of the data you access through the Site. Site Content is presented only as of the date published or indicated and may be superseded by subsequent market events or other reasons. Franklin Templeton has no duty to update the Site or any Site Content. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM ANY ACTIONS OR INVESTMENT DECISIONS TAKEN BY YOU BASED ON THE ACCURACY OF THE DATA PRESENTED THROUGH THE SITE.

Cautions about future or "forward-looking" statements. Speculation or stated beliefs about future events, such as market and economic conditions, company or security performance, upcoming product offerings or other projections are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties. General business, market, economic and political conditions could cause actual results to differ materially from what we presently anticipate or project.

Internet e-mail. We discourage you from using e-mail for sending confidential or sensitive information. If you send e-mail (encrypted or not) to us over the Internet, you are accepting the associated risks of lack of confidentiality.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH YOUR USE OF OUR SITE IS TO STOP USING THE SITE. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE FRANKLIN TEMPLETON PARTIES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, TRADING LOSSES, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; ANY FAILURE OF PERFORMANCE, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DEFECT, OPERATOR ERRORS, INCONVENIENCE OR DELAY IN OPERATION OR TRANSMISSION OR COMPUTER VIRUS; FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET);, SEVERE OR EXTRADODINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD); FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT; OR THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OR USE OF YOUR INFORMATION, EQUIPMENT OR PROPERTY, EVEN IF THE FRANKLIN TEMPLETON PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES. FURTHER, THE FRANKLIN TEMPLETON PARTIES WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OR WITH APPLICABLE FEDERAL, STATE AND LOCAL LAWS.

THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF: (I) ANY NEGLIGENCE OR GROSS NEGLIGENCE OF ANY FRANKLIN TEMPLETON PARTY OR (II) WHETHER THE LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY; AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THOSE STATES, THE FRANKLIN TEMPLETON PARTIES’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE FRANKLIN TEMPLETON PARTIES’ AGGREGATE LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100).

Except to the extent otherwise set forth in the Selling or Distribution Agreement, you agree to make the Franklin Templeton Parties and their third party providers whole for any and all claims, losses, liabilities and expenses (including but not limited to attorneys’ fees) arising from any use of the Site or your violation of these Terms of Use.

Failure by Franklin Templeton to enforce any provision(s) of these Terms of Use shall not be construed as a waiver of any provision or right. The Site is controlled and operated by Franklin Templeton from its offices within California in the United States of America. The laws of the State of California govern these Terms. If you take legal action relating to these Terms, you agree to file such action only in the state courts of the City and County of San Mateo, California, or the United States District Court for the Northern District of California, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action.

If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions shall remain in full force and effect.

You shall comply with all laws, rules and regulations by any governmental authority or agency which govern or apply to the operation and use of the Site. Without limiting the foregoing, you agree to comply with such restrictions and not to export or re-export any of the Site to countries or persons prohibited under the export control laws of the United States. These Terms of Use inures to the benefit of Franklin Templeton, its successors and assigns. You may not assign the Terms of Use. No waiver shall be effective unless in writing. All rights not expressly granted herein are reserved by Franklin Templeton.