Auto-Distribution Services Terms

In connection with the Administrative Services that Betterment for Business, LLC (“B4B”) agrees to provide pursuant to the Betterment at Work Master Services Agreement (“MSA”), by and among Client (“you”), and Betterment LLC (“Betterment”), MTG LLC (“Betterment Securities”), and Betterment for Business LLC (“B4B” and collectively, the “Betterment Entities”), you delegate to B4B certain additional administrative services for the purpose of processing Participant distributions and loan requests (such services, “Auto-Distribution Services”). You understand and agree that use of Betterment’s auto-distribution services indicates your acceptance of these Auto-Distribution Services Terms (the “Terms”). Betterment may modify these Terms at any time upon notice to you, which may be electronic. Capitalized terms used in these Terms and not otherwise defined herein shall have the meanings ascribed to them in the MSA, as may be amended and restated from time to time. Except as set forth herein, all provisions of the MSA remain in full force and effect.

The parties agree as follows:

1. Auto-Distribution Services. You hereby delegate to B4B the auto-distribution of Participant distribution and loan requests, and B4B hereby agrees to process Participant distribution requests without further approval action from you based on the information, data, and instructions it receives. You understand that Participants must self-certify their eligibility for early 401(k) distributions and you acknowledge and agree that B4B will not review or make independent evaluations of the appropriateness or legitimacy of Participants’ distribution requests, and that you remain responsible for any substantive review of Participant eligibility and distributions under the terms of the Plan, ERISA, and the Code.
2. Fiduciary Status. You acknowledge that you, and not B4B or its affiliates, are responsible for reviewing Participant loan and distribution requests for completeness, correctness, and compliance with the terms of the Plan, ERISA, and the Code, as described in the Plan Administrator Responsibilities section of the Administrative Services Terms. In no event shall B4B be deemed to be acting as a “fiduciary” to the Plan in providing the Auto-Distribution Services under the Terms. Moreover, B4B does not perform Auto-Distribution Services as an “administrator” within the meaning of section 3(16) of ERISA.
3. Indemnification; Limitation of Liability; Right of Offset.
1. You agree to indemnify, defend, and hold B4B and its affiliates, and their respective officers, directors, employees, and agents, harmless from and against any and all Losses arising out of or relating to B4B’s approval or processing of any Participant loan or distribution request pursuant to the Auto-Distribution Services to the extent such request, or the information, data, or instructions on which B4B reasonably relies, is incomplete, incorrect, unauthorized, fraudulent, or not in compliance with the terms of the Plan, ERISA, or the Code.
2. As described in Section 3 the Participant Terms and Conditions, each Participant and you are responsible for all acts and omissions relating to a Participant’s participation in their 401(k) account, including all information a Participant provides to Betterment through the Interface while logged in under such Participant’s User ID and Password. You understand and agree that none of the Betterment Entities will be liable for unauthorized withdrawals from any account prior to receiving notice from you or a Participant that such withdrawals were unauthorized. Further, none of the Betterment Entities nor their affiliates will be liable to you, any Participant, or to any other person for any claim with respect to orders Betterment places on behalf of you or your Participants based on any information provided without your or a Participant’s authorization through the Interface.
3. Except in the case of B4B’s gross negligence or willful misconduct, you agree that B4B and its affiliates, and their respective officers, directors, employees, and agents, shall not be liable for any Losses arising from B4B’s good faith reliance on any information, data, or instructions provided by a Participant or that B4B reasonably believes to have been provided by a Participant or other person authorized to act with respect to a Participant’s account. This Section 4 shall survive the termination of these Terms.
4. To the extent an auto-distribution results in a distribution prior to the payoff of an outstanding loan, Betterment Securities, at the instruction of Betterment, may offset losses resulting from an ACH return out of any balance in such Participant’s account(s) or any unallocated funds held in the Plan’s account. You agree to indemnify and hold harmless the Betterment Entities and their affiliates from any and all losses arising out of or relating to any errors or mismatches in auto-distribution amounts resulting from the timing of 401(k) loan payments relative to an auto-distribution.

1. Amendment and Term. The Terms shall automatically terminate upon the termination of the MSA by either party. Additionally, B4B shall have the right to amend or terminate the Terms at any time upon written notice to you. Your continued use of the Auto-Distribution Services described herein after 30 days shall constitute consent to any amended Terms.