Computershare - Issuer

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Issuer Online Terms and Conditions

1. These Terms and Conditions are automatically displayed on first entering the Issuer Online site or in the event of any change to the Terms and Conditions. Terms and Conditions may be reviewed at any time by selecting the footer link at the bottom of the page.
2. Before obtaining access to the Issuer Online service ('Site'), as an employee of our client (“Company”) or as an employee of a third-party service provider of Company authorized by Company to access Company’s records on Issuer Online (“Service Provider”), you must agree to be bound by the terms and conditions of use set out below.
3. The Site is provided by various Computershare entities ultimately owned by Computershare Limited (including without limitation those located in the United States, Canada, the United Kingdom) (hereinafter "Computershare").
4. Service Providers acknowledge that the Site shall only be available for those Companies that have agreed with Computershare to provide such access to you as its designated Service Provider, and that not all functionality of Issuer Online will be available to you.
5. You are responsible for obtaining access to the Site (including access to the Internet via an Internet Service Provider and any associated costs related thereto) and for maintaining your computer system and any other equipment required by you to access the Site. Computershare makes no warranties regarding the access, speed, timeliness or availability of the Internet or network services.
6. You understand and agree that you are responsible for maintaining the confidentiality of your User ID and Password and agree not to provide them to any other person (as a precaution, Computershare recommends changing your login credentials periodically). You specifically agree that you are responsible for any actions entered through the Site by you or others who obtain access through you using your User ID and Password. You agree that Computershare is not responsible for any damages or losses resulting from any breach of security caused by your failure and/or the failure of other persons who obtain access through you to maintain the confidentiality of your User ID and Password. You agree to notify Computershare immediately if you suspect that your User ID and/or Password has been lost or stolen or that an unauthorized person has obtained access to the Service using your User ID and Password.
7. Computershare reserves the right without notice to make any technical changes it considers necessary or desirable to the Site or where it considers that it is in Computershare's or its clients' interests to do so. The Site is designed to be compatible with the latest version of the most commonly used web browsers. If you are not using a common browser or the latest version of a common browser, Computershare does not guarantee that you will be able to continue accessing the Site after an update or technical change.
8. Computershare has taken reasonable care in publishing the information contained at this Site. The information at the Site is an accurate and complete reflection of information contained on Computershare’s records database, unless otherwise noted in the Site, but may not reflect pending transactions. Computershare does not guarantee and is not responsible for the accuracy of information at the Site which has been provided by third parties.
9. The holding balance shown for any security holder is that recorded on the register after processing on the previous business day, but may not be the current holding balance.
10. The information contained at this Site is not intended to be used as the basis for making any investment decision and must not be relied upon as investment advice.
11. You are solely responsible for the use you choose to make of the information at this Site. To the maximum extent permitted by law and, subject to the terms of the service agreement between Computershare and the Company (as between Computershare and Company only), Computershare disclaims all liability (including liability in negligence) to any person arising out of use of or reliance on the information at this Site including liability for loss or damage which you or anyone else might suffer as a result of that use or reliance.
12. The material at this Site may be protected by copyright, trademark or other intellectual property rights belonging to Computershare or third parties. Company may access, download and make hard copies of information for use in accordance with the terms of Computershare’s service agreement with the Company, but neither Company nor Service Provider may make any other commercial use of the information at this Site. You must not do anything to, or attempt to, alter or modify the information at this Site, except pursuant to Site mechanisms provided for that purpose.
13. Computershare takes reasonable care to ensure that electronic communications generated by it through this Site are free of viruses or other corruption of data. Before opening or using any documents or attachments, you must check them for viruses and defects. Computershare's liability in this respect is limited to re-supplying any affected documents or attachments. You are responsible for ensuring all electronic communications sent by you to Computershare are free from viruses or defects. If a communication from you is found to contain a virus, Computershare shall not be obliged to receive or act upon such communication.
14. Computershare makes no representation or warranty concerning, or endorsement of, the content and is not responsible for the accuracy, completeness or timeliness of the content on any website to which Computershare provides a hypertext link, with the exception of content prepared solely by Computershare.
15. You acknowledge that you may access and obtain non-public information of the Company and the Company’s shareholders through the Site. You agree to maintain the confidentiality of all such non-public information provided by you in using the Site in compliance with applicable law. You further agree that you will only use such non-public information as permitted by and in compliance with applicable law.
16. The Site is not intended for use by any person or entity in any jurisdiction or country where such use might be contrary to law or regulation. Computershare Limited and Computershare make no representation or warranty regarding the Site’s compliance with local laws in jurisdictions outside the United States.
17. You are responsible for the accuracy and completeness of any information you enter into the Site for purposes of generating a work order. Computershare is entitled to rely on such information in submitting the work order for processing.
18. Reports requested and files transmitted through the Site will be available for a limited period of time. The retention periods vary based upon the type of report or files.
19. As between Computershare and Company, these terms and conditions serve as a supplement to the terms of the service agreement between Computershare and the Company, which remain in full force and effect. To the extent there is any conflict between these terms and conditions and such service agreement, the service agreement shall govern.
20. You understand and agree that by clicking on "I agree" or a similar entry field your agreement or consent will be legally binding and enforceable on you, and the Company or Service Provider with whom you are employed, as the legal equivalent of a handwritten signature. You represent and warrant that you are authorized to agree to these Terms and Conditions on behalf the Company or Service Provider, as applicable.

Additional Terms and Conditions Applicable to Service Providers
21. Service Provider agrees to notify Computershare immediately upon the termination of any employee associated with such Service Provider that has been granted access to the Site, or in the event that the Service Provider should no longer be granted access due to the termination of the relationship between the Service Provider and applicable Company. You agree to immediately notify Computershare if you are granted access to any Company’s information for whom you have not been granted access as the designated Service Provider. Computershare reserves the right to terminate your access to the Site at any time in its sole discretion, including without limitation, at the direction of the Company.
22. Service Provider agrees that it is liable for all acts or omissions of its employees in connection with the use of the Site and for its employees’ compliance with these Terms and Conditions.
23. Computershare does not currently charge a fee for your access to and use of the Site, but reserves the right to do so at any time pursuant to any amendment to these Terms and Conditions.
24. In the event that any part of these Terms and Conditions is not legally enforceable, the remaining terms and conditions shall not be affected and shall remain valid and enforceable.
25. These Terms and Conditions, and all matters arising out of the use of this website, shall be governed, construed and interpreted according to the laws of the State of New York, without reference to the choice of law doctrine of such state. You hereby consent to the exclusive jurisdiction of courts in New York, whether state or federal, over all matters arising out of or relating to these Terms and Conditions.