These terms and conditions are specific to Computershare’s Transfer Wizard application and are automatically displayed prior to each session usage. These terms and conditions apply to your access to Computershare’s Transfer Wizard services for the purpose of viewing account information, initiating online updates to account records, and completing transfer documentation for subsequent submission to Computershare (the "Service"). Your continued use of the Service after amended terms and conditions are viewed will constitute acknowledgement and acceptance of the changes. By selecting the terms and conditions link at the bottom of the page, you may review the then current Service terms and conditions at any time. You may be required to acknowledge and accept additional terms and conditions in order to access other services provided by Computershare companies on the Internet.
THESE TERMS AND CONDITIONS ARE LEGALLY BINDING. PLEASE READ THEM CAREFULLY.
The Service is provided by various Computershare entities organized in the United States (and ultimately owned by Computershare Limited) (hereinafter "Computershare")
1. Accessing the Service
1.1 In consideration of Computershare providing you access to the Computershare Transfer Wizard (hereinafter “the Transfer Wizard”), you agree to abide by these terms and conditions each time you access the Service. You are responsible for all use and actions by others who obtain access through you by means of personal and confidential information, and for ensuring that all usage complies fully with these terms and conditions.
1.2 The Service 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 Transfer Wizard compliance with local laws in jurisdictions outside the United States.
1.3 If your account is in a dividend reinvestment plan, direct stock purchase plan, or employee stock purchase plan (each a "Plan" or collectively "Plans"), these terms and conditions serve as a supplement to the terms and conditions of the applicable Plan. The services under the Plan are governed by the applicable Plan materials to which you, as a Plan participant, previously agreed. Except as expressly adjusted by these terms and conditions, the terms and conditions of the Plan materials remain in full force and effect and, together with these terms and conditions, form the entire agreement between you and Computershare relating to the Plan.
1.4 Computershare does not currently charge a fee for your access to and use of the Transfer Wizard, but reserves the right to do so at any time in the future pursuant to any amendment to these terms and conditions. If you are participating in another service provided by Computershare, any fees applicable to such service shall apply.
2. Using the Service
2.1 To fully utilize Service, you will need to provide certain authenticating information that may include your Social Security Number, your Holder Account Number, and other pertinent data (“Authenticating Information”).
3. Connecting to the Service
3.1 You are responsible for obtaining access to the Service (including access to the Internet via an Internet Service Provider and any associated costs such as online telephone charges) and for maintaining your computer system and any other equipment required by you to access the Service. Computershare makes no warranties regarding the access, speed, timeliness or availability of the Internet or network services.
3.2 Computershare reserves the right without notice to make any technical changes it considers necessary or desirable to the Service or where it considers that it is in your interests or in Computershare's or its clients' interests to do so. Computershare shall not be responsible in the event that any upgrade to the Service means that you are no longer able to access the Service.
3.3 If your account has more than one owner, you agree that any electronic communications or transactions made through the Service are made with the authority of any and all other owners and will be binding on such other owner(s). Notwithstanding the foregoing, Computershare may, in its sole discretion, do either of the following if conflicting instructions are received from other account owners: (a) choose which instructions to follow and which to disregard, or (b) terminate the Plan account in accordance with the Plan terms and conditions.
4. Confidentiality and Security
4.1 You understand and agree that you are responsible for maintaining the confidentiality of the Authenticating Information used to access the Transfer Wizard. If you allow any other person to access the Service on your behalf, you will defend and indemnify Computershare against any and all liability, costs, or damages arising out of claims or suits by third persons based on or relating to such access or use. 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 not engaged by or on behalf of Computershare, its affiliates, agents, or subcontractors or who obtain access through you to maintain the confidentiality of your Authenticating Information. You are not responsible for any breach of security caused by the failure of Computershare or its affiliates to take commercially reasonable efforts to maintain the confidentiality of your Authenticating Information. You agree to notify Computershare immediately if you suspect that your Authenticating Information has been lost or stolen or that an unauthorized person has obtained access to the Service using your Authenticating Information.
4.2 The Service is provided via a web site with a secure server using 2,048 bit encryption. As long as you remain on the Transfer Wizard web site you will have the benefit of this security. However, you should note that email communications are not necessarily secure and there is always a risk that email messages may be intercepted or tampered with. By utilizing this Service, you acknowledge that these risks exist and that confidentiality cannot always be assured.
4.3 Computershare does not accept any responsibility for any interception or tampering or loss of confidentiality which may take place either after an email message has been sent by Computershare or prior to an email message being received by Computershare or for any losses, claims, damages or expenses which may be suffered or incurred by you as a result of any such interception, tampering or loss of confidentiality. Computershare will maintain the confidentiality of all non-public information provided by you in using the Service consistent with the requirements of applicable law.
5. No Guarantee as to Information; Limitation of Liability
5.1 Computershare will take reasonable care in ensuring information regarding your shareholdings is accurate but you should note that certain information provided through the Service (such as the number of shares held) may not be updated on a real time basis but be updated on an end of day basis or settlement date basis. As a result, you may need to take into account your recent transactions, e.g., if you have sold or transferred any shares or elected to reinvest dividends, when determining your share balance. Computershare does not guarantee the accuracy, completeness, sequence or timeliness of holder account information through this Service nor is it responsible for indirect, consequential, or special damages you may incur through reliance on the information or the accuracy, completeness, sequence or timeliness thereof or for any delays or errors in the transmission or delivery of any part of the information or Service.
5.2 The Service and any information provided to you as part of the Service are for general information and your personal non-commercial use only. The Service and information provided does not constitute any form of advice or recommendation regarding investments or suitability to your particular circumstances. You should seek independent financial advice before making any investment or other decisions and any such decisions taken by you are your responsibility. Use of the Service is entirely voluntary and entirely at your own risk. You may stop using the Service at any time.
5.3 THE SERVICE AND INFORMATION IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL COMPUTERSHARE BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, ARISING OUT OF USE OF THIS SERVICE OR RELIANCE ON THE INFORMATION PROVIDED OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE.
6. Information provided by third parties
The market and other financial information such as market price information that may be available to you on this site as a convenience by Computershare is provided by way of a direct link from agents and vendors with whom Computershare has licensing arrangements ("Third Parties"). Such information may be reported on a delayed and not a real time basis. Computershare has no control over and is not responsible for Third Parties information and does not endorse or approve Third Parties information. You understand and agree to indemnify and hold Computershare and Third Parties harmless for any loss or damage arising from your use of, inability to use or reliance on such data or information, including any inaccuracy, error, delay or omission, non-performance, or interruption of any such data due either to any negligent act or omission of such Third Parties or to any major force including but not limited to flood, extraordinary weather condition, earthquake, or other act of God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction, or other cause beyond the reasonable control of Computershare or Third Parties.
7. Intellectual Property Rights
Computershare represents that the Service, the Transfer Wizard web-site, its content, programming and software either belongs to Computershare or is licensed for use by Computershare and is protected by copyright, trademark, trade secret, patent and any other applicable intellectual property and other laws. You agree not to use, reproduce, copy or modify any part of the Service, the information, or web-site for any unlawful purpose and you agree to comply with any reasonable request from Computershare or Third Parties to protect property rights of the owner of that part of the Service, information or web-site.
8. Validity
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.
9. Changes to Terms and Conditions or Services
Computershare may from time to time change aspects of the Service in order to improve or streamline the Service, which we then offer. In the event that we change these terms and conditions a notice to this effect shall appear on screen the first time you access the Service after the change and you will be required to accept the amended terms and conditions before you can continue to use the Service.
10. Governing Law and Jurisdiction
These terms and conditions and all matters arising out of the use of this site shall be governed by, construed and interpreted in accordance with the laws of the State of New York, without reference to the choice of law doctrine of such state, and you hereby consent to the exclusive jurisdiction of courts in Illinois, Massachusetts, or New Jersey (whether state or federal) over all matters relating herein.
11. Agreement
You understand and agree that by continuing to the next screen, clicking on "I agree" or a similar entry field your agreement or consent will be legally binding and enforceable as the legal equivalent of a handwritten signature.