Terms of Use for the Haverford Trust Company Social Properties

The Haverford Trust Company, (“Haverford Trust”, “we“, “our” or “us“) maintains publicly facing pages on third-party social media platforms (e.g. LinkedIn or others) (“Social Media Platforms”) for displaying, disseminating, and viewing content and/or videos and posting comments about us.

These Terms of Use (“terms”) apply to individuals or other users that post or share content of any type on Social Media Platforms we maintain or in which we participate (“Social Properties”).  By accessing, using, or participating in the Social Properties, you agree to be bound by and comply with these terms. Please read these terms carefully. If you do not agree to these terms, you are not permitted to use the Social Properties in any manner.

The Social Media Platforms on which the Social Properties are hosted are not affiliated with us. The Social Media Platforms are subject to their own policies, rules and terms of use, other user agreements, security, privacy or security policies or practices (“Platform Terms”) which will apply to their users (including you) and may also affect the terms on which you use our Social Properties. The Platform Terms are beyond our control, and may require us to take, or prevent us from taking, certain actions that may affect you. You should review the Platform Terms prior to accessing or using the Social Properties.

The information and content provided on our Social Properties, including without limitation text, graphics and images, are for informational purposes only and do not constitute an offer to sell, or a solicitation of an offer to buy, any security or other financial instrument that may be referenced on the Social Properties. No information or content posted by us or anybody else on our Social Properties is intended to be or should be construed as legal, tax, or investment advice.

You must comply with these terms with regard to any content that you post or share on our Social Properties. You also agree that your activities on our Social Properties will not violate any applicable law, regulation or terms of any existing agreements you may have with us. Your use of our Social Properties is subject to the following rules and guidelines:

• You represent that you are at least 18 years old, and if you are younger than 18 years old, you are using the applicable Social Media Platform for our Social Properties with the knowledge and consent of your parent or legal guardian.
• You are responsible for any content that you post on our Social Properties, including comments, photographs and other media.
• When posting content to our Social Properties:
  1. Stay on topic with relevant information that others may find useful.
  2. Do not post advertisements, unless you and we have an express agreement that you may do so.
  3. Be respectful and maintain a friendly environment.
  4. Do not post material that is inappropriate or that could reasonably be deemed defamatory, offensive or obscene.
  5. Do not post investment advice or recommendations and/or advice about specific securities, products, or services.
  6. Do not submit any content that violates any law, statute, ordinance, or regulation (including, but not limited to, those governing consumer protection, unfair competition, antidiscrimination, or false advertising) or use our Social Properties for illegal purposes or to break any laws.
  7. Do not harass, cause distress or inconvenience to another person.
  8. Do not try to access administrator areas, features or functions of our Social Properties without our express authorization.
  9. Do not submit anything to our Social Properties that may violate the rights of a third party, including but not limited to copyright, trademark, and/or privacy rights.
  10. Do not use our Social Properties or content on them in any way not permitted by these terms.
  11. Do not upload any computer programs of any sort, whether harmful or not (including viruses, Trojan horses, worms, and/or time bombs) that may interfere with the proper operation of our sites or any Social Media Platform.

We may, in our sole discretion, at any time, without notice, and for any reason:

• monitor, prohibit, restrict, block, suspend, terminate, delete, or discontinue or request to discontinue your access to our Social Properties;
• restrict users who do not follow these guidelines, have online pages containing offensive material or content, or for any other reason.
• remove, delete, block, filter or restrict, by any mean, any materials you post; and

If we exercise any of the foregoing rights in this Section 2, for any reason, we will have no liability to you or any third party.

For any content that you publicly post via the Social Properties, including, but not limited to, data, text, messages, files, documents, images, videos, audiovisual works, postings, your or other persons’ names, likenesses, voices, usernames, profiles, and/or any other materials, you grant us a perpetual, irrevocable, royalty-free, worldwide, transferable, sub-licensable, right and license to use, re-use, reproduce, print, transmit, publish, exhibit, display, distribute, re-distribute, host, cache, archive, store, index, categorize, stream, comment on, edit, alter, copy, modify, delete in its entirety, adapt, publish, translate, create other derivative works from, sell and distribute such content and incorporate such content into any form, medium, or technology throughout the world, in whole or in part, on an unrestricted basis for any purpose, without the requirement of any permission from or compensation to you. You voluntarily waive all “moral rights” you have in any content you submit.

By submitting content, you represent that all content you submit is accurate, and you agree and warrant to us that the content you submit is not false or misleading in any way.

Neither we nor our subsidiaries, affiliates, or partners, or our or their officers, directors, employees, or service providers, have any obligation to keep any content that you publicly post via the Social Properties in confidence.

We and the hosts of Social Media Platforms in our or their sole discretion have the right to remove content that appears to infringe the intellectual property rights of others.  If you are a copyright owner or its agent and believe that any content residing on or accessible through the Social Properties infringes upon your copyrights, you may submit a notification under the Digital Millennium Copyright Act (“DMCA“) by providing us (the “Designated Agent“) with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

• Identification of the work or material being infringed.
• Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.
• Contact information for the notifying party (the “Notifying Party“), including name, address, telephone number, and email address.
• A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
• A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

The information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing material in response to a valid DMCA notice, we will notify the user responsible for the allegedly infringing material that we have removed or disabled access to the material. We will terminate, under appropriate circumstances, users who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any user for actual or apparent copyright infringement.

If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with us by providing the following information to the Designated Agent at the address below:

• The specific URLs of material that we have removed or to which we have disabled access.
• Your name, address, telephone number, and email address.
• A statement that you consent to the jurisdiction of U.S. District Court for the Eastern District of Pennsylvania, and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
• The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
• Your signature.

Upon receipt of a valid counter-notification, we will forward it to the Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed a legal action relating to the allegedly infringing material. If we do not receive any such notification within ten (10) days, we may restore the material to the Social Properties.

The contact information for our Designated Agent is:

The Haverford Trust Company

Attention: Compliance Department

Three Radnor Corporate Center, Suite 450

Radnor, PA 19087

Email: compliance@haverfordquality.com

If you believe that any of your intellectual property rights other than copyrights have been infringed on the Social Properties, please e-mail us at compliance@haverfordquality.com. We reserve the right, in our sole and absolute discretion, to suspend or terminate any user who infringes anybody’s intellectual property rights including ours, and to remove, delete, edit or disable access to such person’s content. You agree that we have no liability for any action taken under this section.

Within the Social Properties, there may be links or references to third-party websites or posts (“Third Party Content“). We have not reviewed (and we make no commitment to review) and all of the Third Party Content linked to our Social Properties and are not responsible for its content. The inclusion of any third-party link does not imply endorsement by us. Use of any such linked web site is at your own risk. You understand that any third-party web site may be governed by the third party’s privacy policy and terms of use, and the third party is solely responsible for the Third Party Content presented on its website. We expressly disclaim any liability arising out of your access or use of any third-party website, post or link.

The Social Properties are by their nature publicly accessible. Any content you place on the Social Properties is posted at your own risk, and can be viewed, obtained, and used by others. Do not reveal any information that you do not want to make public, such as posts including your contact information or other confidential or sensitive information. We will have no liability arising from your disclosure of such personal information on the Social Properties, or any other information, in any profile or posting.

We will use good faith efforts to protect any information you submit to us through a messaging function which the provider of the Social Media Platform designates as private (e.g., a “PM”) so long as you conspicuously designate that information as “private” or “confidential” (“Private Content“), but we are not responsible for assuring that any third party messaging function you use is in fact secure, private or confidential. We may use Private Content for our internal business purposes, such as responding to your message, improving our products and services or otherwise communicating with you. However, we will not intentionally make your Private Content publicly available, except as we deem necessary to meet legal, regulatory, insurance, audit, or security requirements; to protect our rights, property, or safety or those of others; to prevent a crime or protect national security; or to detect, prevent, or otherwise address fraud, security, or technical issues. In addition, we reserve the right to publicly disclose and share Private Content in the event that you make the subject matter of such Private Content public, such as by publicly posting it to the Social Properties, other third-party websites, or otherwise.

You agree to indemnify, defend, and hold us and our affiliates, and each of their respective officers, directors, owners, employees, agents, representatives, assigns employees, and agents harmless from and against any and all losses, damages, liabilities, and costs of every nature (including without limitation judgments, expenses and reasonable attorneys’ fees and costs) incurred by any of them in connection with any claim, damage, or loss related to your use of our Social Properties or any materials contained on our Social Properties, or the breach or alleged breach of these terms by you or anyone for whose conduct you are responsible.

ALL CONTENT ON OUR SOCIAL PROPERTIES IS PROVIDED “AS IS.” EXCEPT AS REQUIRED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THE CONTENT,  ITS CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, TIMELINESS, FREEDOM FROM INFRINGEMENT OR OTHERWISE. WE WILL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THE SOCIAL PROPERTIES OR ANY UNAVAILABILITY OF ANY SOCIAL MEDIA PLATFORM.

You agree we are not responsible for any content posted by you or any other user, including posts made by employees or agents who are not authorized administrators of our Social Properties. Content posted by others might not have been approved or edited by us and may not represent the views or positions of Haverford Trust.

You agree we cannot control the conduct of Social Media Platform providers or others. We shall have no responsibility or liability for any Social Media Platform’s or other third party’s failure to keep your Private Content or any other content private, or for such third party’s posting, failure to post, editing, removal, failure to remove, or any other thing such third party may do or not do, in relation to your Private Content or any other content you may post.

We do not endorse clicking on links posted by other social media users, as these links may pose risks to your computer or take you to inappropriate sites.

WE, OUR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE SOCIAL MEDIA PLATFORMS OR OUR SOCIAL PROPERTIES, WHETHER IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH OUR SOCIAL PROPERTIES OR SOCIAL MEDIA PLATFORMS IS TO STOP USING OUR SOCIAL PROPERTIES OR THE SOCIAL MEDIA PLATFORMS. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Without limiting your waiver and release in Sections 8 and 9, you agree to the following:

• BINDING ARBITRATION. Any and all Disputes (as defined below) involving you and Haverford Trust will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 11 (the “Arbitration Provision“) shall be broadly interpreted. Notwithstanding anything to the contrary in these terms, this Section 11 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.
• Definitions. The term “Dispute” means any claim or controversy related to the Social Properties, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these terms or any prior agreement; (3) claims that arise after the expiration or termination of these terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, “Haverford Trust” means Haverford Trust and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Social Properties.
• BINDING ARBITRATION FOR ANY DISPUTE. Any Dispute arising out of or relating to this Agreement, and any cause of action, including for the breach of this Agreement, shall be settled by arbitration in Philadelphia, Pennsylvania in accordance with the Rules of the American Arbitration Association.  YOU ACKNOWLEDGE AND RECOGNIZE THAT, BY AGREEING TO THIS PRE-DISPUTE ARBITRATION CLAUSE, YOU ARE FORFEITING ANY RIGHTS TO SUE IN STATE OR FEDERAL COURT.
• Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN A CLASS ACTION, JOINT OR CONSOLIDATED BASIS, OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER USERS, OR OTHER PERSONS. YOU AGREE THAT ANY ARBITRATION AWARD OR RELIEF MAY ONLY APPLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. ARBITRATION IN THE MANNER SET FORTH IN THIS PARAGRAPH DOES NOT ALLOW THE CONSOLIDATION OF MORE THAN ONE PERSON’S CLAIMS, AND YOU AGREE ARBITRATION IN THE MANNER SET FORTH IN THIS AGREEMENT DOES NOT ALLOW ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

We may modify the features, content, functionality or any other aspect of our Social Properties, or terminate entirely any of our Social Properties, at any time without prior notice or liability to anybody.

We may revise these terms at any time without prior notice. Any modifications to these terms shall be effective as of the date posted. We encourage you to periodically review these terms. By using our Social Properties you are agreeing to be bound by the then-current version of these terms.