TERMS OF USE - ENGAGETRADEPARTNERS

EFFECTIVE DATE: February 23, 2017

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS

This website (the "Site") is operated by RAI Trade Marketing Services Company ("RAI TMS”) for use by authorized employees of wholesalers and retailers (collectively "customers") of the products of R.J. Reynolds Tobacco Company ("RJRT"), American Snuff Company, LLC ("ASC"), R.J. Reynolds Vapor Company ("RJRV"), Santa Fe Natural Tobacco Company ("SFNTC"), and/or Niconovum USA, Inc. ("Niconovum”). Hereafter, these Terms Of Use will refer collectively to RAI TMS, RJRT, ASC, RJRV, SFNTC, and/or Niconovum as "we" or "us." Linking to this Site from any other website is expressly prohibited without permission.

Acceptance of these Terms of Use:

By using the Site, you fully and unconditionally agree to these Terms of Use. If you do not agree to the Terms of Use, do not use the Site. We may revise these Terms of Use at any time by updating this page. By using the Site, you agree to be bound by any such changes.

Authorized Users:

The Site is available only to authorized employees of customers who are of legal age to purchase tobacco products. It is intended only for use by adults. We do not engage in any advertising, promotion, or marketing to minors. In addition, our correspondence policies are designed to limit business communications to adults only. We take these issues and responsibilities very seriously.

Limitations on Use:

Any customer who wishes to access this Site will appoint a Designated Site Administrator. We will assign a user name and password to the Designated Site Administrator (which he or she may then change). The Designated Site Administrator may access all parts of the Site specific to that customer. The Designated Site Administrator also has management rights with respect to that customer's account and may, if he or she chooses, assign additional user names and passwords to other employees of the customer to enable those other employees of customer to access the Site. The various user names and passwords constitute "Account Information." The Designated Site Administrator may provide other employees with access to all parts or only to some parts of the Site. The Designated Site Administrator has sole responsibility for ensuring that employees are given only appropriate access rights.

Your Account Information:

You will not impersonate any other person while using the Site. You may not share your Account Information with any other person, and it is your responsibility to maintain its confidentiality. You are responsible for all use of the Site accessed through your Account Information. You agree to immediately notify us of any unauthorized use of your account or Account Information or any other actual or suspected breach of Site security.

Your Use of the Site:

You understand and agree that all information presented to you through the Site is the confidential property of RAI TMS, RJRT, ASC, RJRV, SFNTC or Niconovum. You agree that you will keep all such information in confidence and that you will not disclose it to any other person without our prior written consent. You further agree that you will use the Site and the information provided through it solely in your capacity as an employee of our customer. In addition, you agree that your use of the Site will fully comply with all applicable laws, rules and regulations and these Terms of Use. You further understand and agree that no information transmitted over the Internet can be perfectly secure and that it is possible that certain information, including but not necessarily limited to your company's financial and business information, could be accessed by a third party without authorization, notwithstanding our security procedures. You further agree to notify us immediately if you become aware of such unauthorized access.

Privacy:

Any information that you submit to us or that we collect through the Site is subject to our Privacy Policy, the terms of which are incorporated into these Terms of Use.

Use of Information Submitted and Unsolicited Ideas:

Although we appreciate people's interest in our businesses, it is our policies to decline consideration of unsolicited ideas and suggestions offered or submitted through this Site. We rely on our research and marketing staffs for the generation and implementation of new concepts. This is necessary in order to avoid misunderstandings over the origin of particular ideas. We are constantly generating new ideas, many of which cannot be used until years after they were first conceived. Accordingly, we do not accept unsolicited ideas for consideration and ask you not to submit ideas for products, advertising, marketing, etcetera.

Copyright:

The entire content of the Site, including but not limited to text, graphics and code, is our property. Copyright 2017, RAI Trade Marketing Services Company. ALL RIGHTS RESERVED. We grant you permission to electronically copy or print hard copy portions of the Site, solely for your own use in your capacity as an employee of our customer, provided that you do not change or delete any proprietary notices from downloaded or printed materials and do not share such materials with any person without our express written permission. Unless specifically designated on the Site to the contrary, no content of the Site may be used in commercial advertising. Any other use of the Site and/or its contents is strictly prohibited.

Trademarks:

All trademarks, service marks and trade names on the Site (of RJRT, ASC, SFNTC, RJRV, Niconovum, Lorillard Licensing Company LLC, RAI Strategic Holdings, Inc., Reynolds Innovations Inc., and/or Rosswil LLC) may not be used without our prior express written permission. All other trademarks that appear on the Site are the property of their respective owners who may or may not be affiliated with or sponsor or endorse us (and who may or may not be endorsed by us).

Disclaimer of Warranties:

TO THE FULLEST EXTENT PERMITTED BY LAW, WE PRESENT THE SITE "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT, THE SITE'S AVAILABILITY, ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SITE, OR ANY CONDUCT BY OTHER USERS OF THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. We reserve the right to deliver the Site in our sole and absolute discretion. Some jurisdictions do not allow the disclaimer of implied warranties, so some of the above exclusions may not apply to you.

Limitation of Liability:

TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OUT OF YOUR USE OF THE SITE OR THESE TERMS OF USE, ON ANY THEORY OF LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion of certain damages, so the above limitations may not apply to you, in which case our liability shall be limited to the maximum extent permitted by applicable law.

Third-Party Claims/Indemnification:

You agree that you are responsible for your behavior in connection with the Site. We shall not be liable for claims made against you or us arising out of your use of the Site, and you hereby agree to indemnify and hold us, our related companies, officers, directors, employees and agents harmless from and against any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising, directly or indirectly, in whole or in part, out of your use of the Site, the use of the Site by any other person who accesses it using your Account Information, or your violation of these Terms of Use.

Disputes:

These Terms of Use and your use of the Site shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflicts of laws rules. Except where prohibited, you agree that any and all disputes, claims and causes of action directly or indirectly arising out of or relating to the Site or these Terms of Use shall be resolved individually, without resort to any form of class action, and exclusively in the federal courts located in the Middle District of North Carolina or the state courts located in Forsyth County, North Carolina. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises, or it shall be forever barred.

Electronic Notices:

By using the Site, you agree to receive electronic communications from us. You agree that any notice or other communication that we send you electronically will satisfy any legal communication requirements including that such communications be in writing.

Links to Other Sites:

The Site may include links to our other sites and/or sites operated by third parties. Each such site has its own terms of use and data collection practices. These linked sites are provided for your convenience only, and you access them at your own risk.

U.S. Export Controls:

Any software available on the Site is subject to U.S. export controls. No software may be downloaded from the Site or otherwise exported or re-exported in violation of U.S. export laws.

Termination:

We reserve the right in our sole discretion to terminate or restrict your use of the Site, without notice, for any or no reason, and without liability to you or any third party. We also reserve the right to discontinue any part of the Site, or the entire Site, at any time.

General:

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such provision. Our failure to enforce any provision of these Terms of Use shall not constitute a waiver of that or any other provision. These Terms of Use set forth the entire understanding and agreement between you and us regarding your use of the Site.

Contact Us:

If you have any questions about these Terms of Use, please contact us at Engage@RJRT.com