User Agreement

This Lion Internet System® Agreement (this Agreement) is a binding contract by and between you, on behalf of yourself and Client (defined below), and BNY Mellon Securities Corporation, the distributor or sub-distributor of the Funds (as defined below), as applicable (Distributor), and governs Client's and User's (defined below) access to and use of the System (defined below). Please read this Agreement carefully.

The terms and conditions of this Agreement are in addition to any other agreements between you and Distributor or Client and Distributor, including any customer or account agreements and other agreements and disclosures that govern User's or Client's use of the System or relationship with Distributor. In addition, the System may contain additional disclosures governing User's or Client's usage of the System.

As used in this Agreement:

  • Client means the entity that is a shareholder of record in any Fund (defined below) distributed by Distributor.
  • Users means you and any of Client's officers, directors, trustees, partners, agents, and employees, and any other person or entity, having access to the System (as defined below) through Client or any of the foregoing.
Client desires for Client and certain of Client's officers, directors, trustees, partners, agents or employees, or other persons authorized by Client to have access to the System (as defined below) through Client (or any of the foregoing) to be Users permitted to make certain inquiries and/or transmit certain account information and instructions through the System with respect to transactions in shares of one or more investment companies (each, a Fund and collectively, the Funds) distributed by Distributor to the Funds' transfer agent or other person or entity authorized to receive such inquiries and/or account information and transaction instructions (such transfer agent or other authorized person or entity being hereinafter referred to as the Transfer Agent); and

Client desires for Client and Users to make such inquiries and/or transmit such account information and transaction instructions to the Transfer Agent through a computer network or other automated or online system for the electronic transmission of such inquiries and/or account information and transaction instructions (such computer network or other automated or online system, including any computer or other hardware, software or other equipment of any kind owned or furnished by a Fund, the Distributor or any affiliate (or its third party provider) for use in conjunction therewith, and any account of Client or its Users for access thereto, being hereinafter referred to as the System).

  1. Institutional User Affirmation. You and Client acknowledge and agree that: (i) Client is an institutional investor and all Users are only authorized to access the System as an institutional investor, (ii) access to the System and information on the System is intended exclusively for institutional investors on the terms and conditions hereof, and (iii) individual investors are not permitted to access the System and the information on the System should not be used or relied upon by individual investors.
  2. User Authorization and Account Information.
    1. Client is and will be solely responsible for designating individuals that are authorized Users to access Client's account on the System and individuals that have special privileges to approve transactions on behalf of Client (each, an Approver). Client shall use the features available on the System (or as instructed by Distributor) to add, edit or remove Users, designate or replace Approvers and otherwise administer access to Client's account. Client shall ensure that all Users are permitted to have access to all of the information relating to Client and its account, transactions, and Users that is available through Client's account on the System, including, without limitation, private or personal information (such as social security numbers, in certain cases) and other sensitive information. Client acknowledges and agrees that, if a transaction that requires approval by an Approver is entered by a User but not approved by an Approver by 10:00 PM E.T., the transaction will not be accepted by the Fund and will automatically be rejected by the System (will not be processed) and must be re-entered the following business day to be processed.
    2. Client and the applicable User will be responsible (and shall be jointly and severally liable to Distributor) for all activity occurring when the System is accessed through any User's account, whether such activity was authorized by Client, a User or not. Therefore, Client and Users must protect the confidentiality of account credentials (including passwords), and shall not share any User's account credentials with any person other than such User. Distributor has no liability for any loss or damage arising from Client's or User's failure to protect account credentials or account information, or for unauthorized access or activity occurring through the use of any User's credentials.
    3. Client will ensure that Users comply with this Agreement.
    4. The Client and Users shall not invest into MLF if they are U.S. persons as such term is defined in the prospectus for MLF. Further they shall not conduct any activity which would result in the need for any of the Funds or shares of the Funds to be registered or authorized for sale where such registration or authorization process has not already been completed; or distribute any of the Funds to any person who is not eligible to invest into the Funds.
    5. The Client and Users shall have no authority to act as agent of the Distributor, the management company or investment adviser to any Fund (Manager) or the Funds. Further the Client and Users shall not incur any liability on behalf of or accept or make any contract binding upon the Distributor, the Manager or the Funds in any way.
    6. In relation to MLF, the Client and Users shall promptly provide any information to the Distributor that the Distributor, or a third party providing services to the Distributor, may reasonably request in connection with requirements under applicable laws, rules and regulations. The Client and Users, as applicable, shall provide such information regarding their customers and their holdings as the Distributor and/or a Manager may reasonably require pursuant to know your client and liquidity management requirements.
    7. The Client and Users declare that they are aware that short-term trading in MLF in large denominations to take advantage of price inefficiencies could be prejudicial to the interests of existing shareholders. The Client and Users undertake and agree that they will:
      1. use their best efforts not to transmit orders they know or reasonably ought to know are made for the purpose of taking advantage of such short-term price inefficiencies;
      2. not knowingly submit orders for subscriptions, switches or redemptions after the dealing cut-off time specified in the prospectus documents in clause 10 for the Funds, or as otherwise notified to them; and
      3. co-operate fully with the Distributor's or any Manager's investigations of any transactions suspected of having been placed for the purpose of taking advantage of such short-term price inefficiencies and to use their best endeavors to make available to the Distributor or any Manager information which they are legally able to disclose.
  3. Online Communications. Client agrees that Client and Users will, and you agree that you will, comply with the following: (i) not transmit orders to Distributor using online communications except through those online features designated by Distributor for placing orders; (ii) provide Distributor with its current e-mail address; (iii) promptly notify Distributor of any changes to its e-mail address (including using any available functionality through the System for e-mail address updates); and (iv) accept online communications from Distributor at the e-mail address provided. You agree to be legally bound by any consent or agreement you transmit through the System, including, but not limited to, any consent or agreement you give to receive communications from Distributor solely through online means.
  4. Electronic Records. By enrolling to use the System, you acknowledge that you, and Client acknowledges and agrees that Client and Users, will receive electronic communication of information, notifications, agreements, statements, disclosures and other documents related to your account or transactions through the System (Electronic Records). Users may be able to print copies of certain Electronic Records. In order to use certain features of the System, including allowing Users to request to initiate a transaction that requires subsequent electronic approval by Client's designated Approver(s), Electronic Records are required, and the same function cannot be achieved by paper copies. Client retains the option to continue to receive paper copies of certain Electronic Records (such as statements) instead of, or in addition to, electronic delivery. To request a paper copy of this Agreement, paper copies of account statements or certain other account-related documentation (to the extent available), or assistance with establishing Client's or its User's credentials for the System, Client may send written notice to Distributor using the information in Section 22 (Notices) below or contact Distributor by phone at 1-800-346-3621. There may be certain hardware or software requirements in order for Electronic Records to be accessed on a particular device.
  5. Submissions.
    1. Client agrees that Client and Users will, and you agree that you will, comply with the following: (i) submit account-related information and documentation to Distributor (including through the System) that is true, accurate, current and complete; and (ii) maintain and promptly update any such information to keep it accurate, current and complete.
    2. You and Client acknowledge that the ability to submit account-related information or to store any personal or non-account-related information (including, without limitation, as embodied in documentation or files) on the System is provided as a convenience and at Distributor's option. Any information submitted or stored via the System are convenience copies only. Original and/or copies of the documentation must be maintained by you or Client elsewhere. You (with respect to your submissions) and Client (with respect to all Users' submissions) are and shall be responsible for the content of any information submitted or stored on the System by any User, and Distributor has no responsibility, liability or obligation to review the accuracy or validity of any information contained therein. Distributor reserves the right to delete any records or data submitted or stored through the System once the purpose for which the information was uploaded has been fulfilled or otherwise in accordance with its record retention policies without notice to Client or any User. Distributor, in its sole discretion, reserves the right to limit the size and amount of information submitted or stored via the System, or to change or remove this functionality, at any time.
    3. Please do not send Distributor or its affiliates your ideas, business proposals or confidential materials. Distributor and its affiliates are always thinking and creating, and may have similar ideas, proposals or materials. To avoid any disputes between Distributor (or its affiliates) and Client (or any User) relating to ideas, proposals or materials that you have submitted to us, you agree that, if you send us your ideas, proposals or materials, you are giving us the right to use them, and you waive and release us from claims that we have used your ideas, proposals or materials without your permission. Neither Distributor nor its affiliates will have to pay you or anyone else for using any ideas, proposals or other materials that you may transmit using or post on the System.
  6. Intellectual Property; Authorized Use; Restrictions on Use. The System contains copyrighted works, trademarks and other proprietary data or material owned by Distributor, its affiliates or third party providers. Distributor and our providers own all rights, title and interest in and to the System, all the content, data and materials thereon, the look and feel, design and organization of the System, and the compilation of the content, data, and materials on the System, including all intellectual property and proprietary rights therein. You may use the material available from the System for your own informational purposes as an institutional investor only. You may print copies of pages from the System for your personal purposes on behalf of Client, provided that each copy includes any copyright, trademark or service mark notice or attribution as they appear, on the pages copied. Your use of any data and materials available on the System is subject to the terms and conditions of this Agreement, including Section 13 (No Liability; DISCLAIMERS; LIMITATION OF LIABILITY). The availability of third party material on the System is not to be used as a substitute for a license or services agreement directly with the relevant third party provider. Nothing contained on the System should be construed as granting, by implication, estoppel or otherwise, any license or right in and to Distributor's, its affiliates' or third party providers' trademarks, copyrighted material or any other intellectual property. Except as stated above, you may not copy, reproduce, publish, post, transmit, display, store, sublicense, transfer or distribute material from the System without Distributor's express written permission and that of our third party providers, as applicable (Permission). You also may not:
    1. modify, alter, revise, paraphrase, omit, or change any material on or from the System without Permission;
    2. create derivative works, whether based in whole or in part upon the material on the System, or any portion thereof, or reproduce, post or distribute any information, software or other materials protected by copyright or other intellectual property rights, in each case, without Permission;
    3. modify, amend, reduce the size of or in any way obscure any warning, notice, liability limitation, or other license provision in any material on or from the System;
    4. use the System, or any material on or from the System, in violation of applicable laws, regulations, rules of any securities exchange, this Agreement or such other agreements you or Client may have with Distributor;
    5. use any online communication feature of the System or submit any content or information via the System, in each case, in a manner that divulges another person's or entity's confidential or private information or trade secret without Permission, is fraudulent, unlawful, libelous, defamatory, threatening, harassing, abusive, obscene, or discriminatory, or contains any virus, malware, spyware or other harmful content or code;
    6. link to or use for any public or commercial purpose material on or obtained from the System without Permission;
    7. engage in, facilitate, or permit unauthorized use of the System, including but not limited to unauthorized entry into Distributor's systems, sharing or other misuse of passwords, or misuse of any material on or obtained from the System;
    8. obtain, or attempt to obtain, access to areas of the System or our systems that are not intended for access by you;
    9. circumvent or reverse engineer the System or its components or systems;
    10. use automated means to access the System, or gain unauthorized access to the System or to any account or computer system connected to the System; or
    11. "harvest" (or collect) information from the System using an automated software tool or manually on a mass basis (without Permission), "stream catch" (download, store or transmit copies of streamed content) or "flood" the System with requests or otherwise overburden, disrupt or harm the System or its systems.
  7. Indemnification by Client. Client, on demand by any Indemnified Person (as hereinafter defined), shall indemnify, defend and hold harmless Distributor, each Fund, the Transfer Agent, the Manager, and each of their respective officers, directors, trustees, partners, agents, employees, third party providers, subsidiaries and affiliates (each of the foregoing entities and individuals to be so indemnified, defended and held harmless being hereinafter referred to as an Indemnified Person) from and against any and all liability, loss, claim, litigation, damage, cost or expense (including without limitation legal and attorney's fees and expenses, and other expenses, whether arising in connection with any commenced or threatened litigation or any investigation or proceeding by any person, entity or governmental agency or body) (Losses), arising out of or in connection with:
    1. any breach of this Agreement by Client and/or any User;
    2. any failure to settle or otherwise complete in a timely and proper manner any purchase, sale, redemption, exchange or other transaction with respect to shares of a Fund for which Client or any User has transmitted account information or transaction instructions to the Transfer Agent by means of the System;
    3. failure to comply with the documents listed in Section 10 or any violation of applicable state or federal securities law or regulations by Client and/or any User;
    4. any information any User submits, posts to, stores on, or transmits through the System, any User's use of the System or connection to the System, or any harm any User causes another user of the System; and/or
    5. the negligence or willful misconduct of Client and/or any User, including, but not limited to, any misrepresentations or misstatements made by or on behalf of the Client and/or any User to any person in relation to any of the Funds, the Manager or Distributor.
  8. Indemnification by You. You, on demand by any Indemnified Person, shall indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses arising out of or in connection with any information you submit, post to, store on, or transmit through the System, your use of the System, your connection to the System, your violation of this Agreement, any harm you cause another user of the System or your negligence or willful misconduct.
  9. Indemnification Procedures. Distributor reserves the right for any Indemnified Person(s) to assume the exclusive defense and control of any matter subject to indemnification by Client or you hereunder, in which event Client or you (as applicable) agree to cooperate with such Indemnified Person(s) in defending such claims.
  10. Adherence to Terms and Conditions of Prospectus. Client represents, warrants and agrees that all transactions in shares of a Fund submitted by Client and/or any User through the System are subject to the terms and conditions of the application form, prospectus and prospectus supplements, statement of additional information of the Fund (where produced), , and any other legally required documents.
  11. Authorization to Act on Behalf of Third Parties. Client represents, warrants and agrees that it and Users shall not use the System to make any inquiries and/or transmit any account information or transaction instructions to the Transfer Agent in respect of any account in a Fund registered in the name of, or beneficially owned by, any person or entity unless such person or entity has granted Client full right, power and authority to do so on behalf of such person or entity. Client further represents, warrants and agrees that it has taken appropriate verification measures to ensure transactions are in compliance with all applicable laws, rules and regulations concerning foreign exchange controls, money laundering and securities.
  12. Termination. You and Client understand and agree that Distributor reserves the right, exercisable at any time upon notice to Client, to terminate Client's and/or any User's access to and use of the System for any reason whatsoever, and that no Indemnified Person shall be liable to Client or any other person or entity whatsoever for any such termination. Client may terminate its or any User's use of the System at any time using administrative features in Client's account on the System (if available) or, if such features are not available to Client, written notice to Distributor, provided that Distributor may require a reasonable amount of time to process and effectuate such termination. If at the time of any termination Client and/or User is in possession of any computer or other hardware, software or other equipment of any kind owned by Distributor or furnished by Distributor for use in conjunction with the System, Client agrees that Distributor shall have the right to immediately disconnect and repossess all such computer or other hardware, software and other equipment.
  13. No Liability; DISCLAIMERS; LIMITATION OF LIABILITY.
    1. You and Client agree that no Indemnified Person shall be liable for any delays, inaccuracies, errors, interruptions, interception, mistakes or omissions in or of the information available on or transmitted through the System, or in the availability or transmission thereof, or for any other Losses arising out of or in connection with the System.
    2. The information on the System is subject to change without notice, is provided to institutional investors for information purposes only and is not intended as, and does not constitute, an offer, recommendation or solicitation to purchase, sell or hold any security or any financial instrument or product. Nothing on the System shall be considered a solicitation for the offering of any investment product or service to any person in any jurisdiction where such solicitation or offering may not lawfully be made.
    3. Past performance is no guarantee of future results. Share price, investment return and yield will fluctuate and an investor's shares may be worth more or less than original cost upon redemption. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. For Retail Prime and Tax-Exempt/Municipal Money Market Funds: You could lose money by investing in money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. For Institutional Prime and Tax-Exempt Money Market Funds: You could lose money by investing in a money market fund. Because the share price of the fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them. For Government/Treasury Money Market Funds: You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time.
    4. DISTRIBUTOR, ON BEHALF OF ITSELF AND ITS AFFILIATES, SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION TAKEN IN RELIANCE ON INFORMATION ON THE SYSTEM.
    5. YOU AND CLIENT UNDERSTAND AND AGREE THAT THE SYSTEM AND ITS CONTENTS AND FUNCTIONALITY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DISTRIBUTOR, ITS AFFILIATES, AND ANY THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL REPRESENTATIONS AND WARRANTIES REGARDING SECURITY, CURRENCY, CORRECTNESS, COMPLETENESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS OR CONTINUED AVAILABILITY, WITH RESPECT TO (i) THE SYSTEM; (ii) ANY INFORMATION OR SERVICES AVAILABLE ON OR THROUGH THE SYSTEM; AND (iii) CLIENT'S OR ANY USER'S USE OF THE SYSTEM AND THE RESULTS OF SUCH USE. FURTHER, DISTRIBUTOR, ITS AFFILIATES, AND ANY THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY SERVICES AVAILABLE THROUGH THE SYSTEM, THE SECURITY OF THE SYSTEM, ELECTRONIC COMMUNICATIONS OR THE INFORMATION TRANSMITTED TO OR FROM OR STORED ON THE SYSTEM, OR THE UNAVAILABILITY, PERMANENT OR OTHERWISE, OF ANY SERVICES, DOCUMENTS OR DATA AVAILABLE THROUGH OR ON THE SYSTEM.
    6. EXCEPT AS PROVIDED BY LAW, NEITHER DISTRIBUTOR NOR ANY OF ITS AFFILIATES OR ANY THIRD PARTY HAS ANY RESPONSIBILITY TO MAINTAIN THE INFORMATION OR SERVICES OFFERED ON THE SYSTEM OR TO SUPPLY CORRECTIONS OR UPDATES TO THE SAME. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG IMPLIED WARRANTIES LAST OR THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES; IN SUCH EVENT, SUCH DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
    7. YOU AND CLIENT HEREBY AGREE TO WAIVE ALL CLAIMS AGAINST DISTRIBUTOR, ITS AFFILIATES AND ALL THIRD PARTY PROVIDERS REGARDING THE SYSTEM (AND ITS SERVICES, FEATURES AND CONTENTS) AND USE THEREOF BY ANY USERS. YOU AND CLIENT HEREBY AGREE THAT UNDER NO CIRCUMSTANCES SHALL DISTRIBUTOR, ITS AFFILIATES OR ANY THIRD PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SYSTEM (OR ITS SERVICES, FEATURES OR CONTENTS) BE LIABLE TO CLIENT OR ANY USER FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, TRADING LOSSES, GOOD WILL, BUSINESS INTERRUPTION, SAVINGS OR DATA, LOSS OF DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF DISTRIBUTOR, ITS AFFILIATES OR SUCH THIRD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (i) THE RELIANCE ON, USE OF OR INABILITY TO USE THE SYSTEM (AND ITS SERVICES, FEATURES AND CONTENTS); (ii) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY CLIENT, ANY USER OR ANYONE TO WHOM CLIENT OR A USER COMMUNICATES INFORMATION DERIVED FROM THE SYSTEM (AND ITS SERVICES, FEATURES AND CONTENTS), OR FOR ANY ERRORS BY CLIENT OR ANY USER IN COMMUNICATING SUCH INFORMATION; (iii) THE COST OF SUBSTITUTE SERVICES; (iv) FORCE MAJEURE AND ANY SIMILAR EVENTS THAT ARE BEYOND THE REASONABLE CONTROL OF DISTRIBUTOR, ITS AFFILIATES OR SUCH THIRD PARTIES; OR (v) ANY OTHER MATTER RELATING TO THE SYSTEM (AND ITS SERVICES, FEATURES AND CONTENTS). WITHOUT LIMITATION OF THE FOREGOING, NEITHER DISTRIBUTOR, NOR ANY OF ITS AFFILIATES OR THIRD PARTY PROVIDERS, SHALL BE LIABLE FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF THE SYSTEM (OR ITS SERVICES, FEATURES OR CONTENTS). DISTRIBUTOR, ITS AFFILIATES AND THIRD PARTY PROVIDERS CANNOT AND WILL NOT ASSUME ANY LIABILITY FOR UNAUTHORIZED OR FRAUDULENT USE OF THE SYSTEM (OR ITS SERVICES, FEATURES OR CONTENTS) OR THE CONTENTS, DELETION OR LOSS OF ANY DATA TRANSMITTED THROUGH OR LOCATED ON THE SYSTEM.
    8. THE ENTIRE LIABILITY OF DISTRIBUTOR AND OTHER INDEMNIFIED PERSONS AND THE EXCLUSIVE REMEDY OF YOU AND CLIENT FOR ANY DISPUTE OR CLAIM RELATED TO THIS AGREEMENT OR THE SYSTEM IS YOUR CESSATION OF THE USE OF THE SYSTEM (AND ITS SERVICES, FEATURES AND CONTENTS). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
  14. Links to Other Web Sites. The System may provide links to other websites that Distributor thinks might be of interest to Users (Linked Sites). Links to Linked Sites are provided only as a convenience to Users. Please note that when User clicks on a Linked Site, User may be moving to another provider's website. These Linked Sites and their providers are not controlled by Distributor and Distributor is not responsible for the contents or the operation of any Linked Site. The inclusion of any Linked Site does not imply endorsement of the Linked Site or its provider by Distributor. Distributor encourages User to read the terms of use and privacy statements of these Linked Sites as their policies may differ from Distributor's.
  15. Data Protection. The Client and User agree that they shall comply with their respective obligations under all applicable law relating to privacy and the protection and processing of personal data in the relevant jurisdiction.
  16. Privacy Notice. The Client and User acknowledge that, if the Client or User is a shareholder in the Funds, they have received and read the privacy notice that either is in: (a) the application form or (b) on the System, which details how personal information will be used, shared and transferred by the Funds and the Manager.
  17. Survival. The following sections of this Agreement shall survive any termination or other discontinuation of Client's or a User's use of the System for any reason whatsoever: Section 7 (Indemnification by Client), 8 (Indemnification by You), 9 (Indemnification Procedures), 13 (No Liability; DISCLAIMERS; LIMITATION OF LIABILITY) and 17 (Governing Law; Venue; Jurisdiction).
  18. Change in Terms. Client agrees that use of the System shall be subject to such terms and conditions as may from time to time be imposed by Distributor. Distributor may amend this Agreement at any time by posting a revised version on the System without separate notice to you, and your use of the System (including the making of any inquiry and/or transmission of any account information or transaction instructions to any Transfer Agent through the System) after the posting of any such amendment shall constitute acceptance of such amendment by you, on behalf of yourself and Client.
  19. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws and Client submits to the jurisdiction of the State of New York for purposes of all legal proceedings arising out of this Agreement. You and Client expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute arising out of this Agreement or relating in any way to Client's or any User's use of the System resides in the state or federal courts in the borough of Manhattan, New York, New York. You and Client further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought under this Agreement. YOU, CLIENT AND DISTRIBUTOR EACH HEREBY WAIVE THE RIGHT OF TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THE SYSTEM OR THIS AGREEMENT.
  20. Enforceability. Should any provision of this Agreement be held by a court of law to be illegal, invalid or unenforceable, such provision will be deemed severable from the remaining provisions of this Agreement and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The failure of any party to enforce any of the terms or conditions of this Agreement, unless waived in writing, shall not constitute a waiver of that party's right to enforce each and every term and condition of this Agreement.
  21. Entire Agreement. This Agreement (together with any additional terms and conditions that are referenced herein or otherwise may apply to specific areas of the System) constitutes the entire agreement between the parties regarding your use and access to the System and supersedes all versions of the Lion Internet System Agreement or other prior agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, between the parties regarding your access to and use of the System. In cases of conflict between the provisions of this Agreement and those of the prospectus documents and statement of additional information referred to in Section 10, the prospectus documents shall prevail unless such provisions would be inconsistent with any applicable law or regulation.
  22. Notices. Notices required or permitted hereunder shall be given in writing and delivered by personal delivery, by postage prepaid mail, or by facsimile or email. Unless otherwise notified in writing, all notices to Distributor shall be given or sent to Distributor at its offices located at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556, Attention: BNY Institutional Services, with a copy to Chief Legal Officer, BNY Mellon Securities Corporation, 240 Greenwich Street, New York, New York 10286, and all notices to Client shall be given or sent to Client at the address last provided by Client to Distributor and may be given electronically to the email address last provided by Client. Client agrees to update the Client's and/or User's contact information (including any email addresses) in Distributor's records (using the System, where available) when it changes.