Last Updated: April 1, 2020

These Software as a Service Terms and Conditions (this “Agreement”) constitute the legal agreement between you (“you” or “Customer”) and Computershare Governance Services Inc., a Delaware corporation (if you are domiciled in the United States) or Computershare Governance Services Ltd., an Ontario corporation (if you are domiciled in Canada) (“Computershare,” “our,” “we” or “us”) with respect to your purchase of Services (as defined below) pursuant to a written order to purchase Services signed by you and us that references this Agreement (“Written Order”) or an online order to purchase Services submitted by you through an online registration page (“Online Order”) (together, “Orders”).  YOUR ACCESS TO AND/OR USE OF THE SOFTWARE AS A SERVICE-TYPE SERVICE(S) PROVIDED BY COMPUTERSHARE VIA THE SITE(S) (DEFINED BELOW) AND IDENTIFIED IN AN ORDER (“ONLINE SERVICE(S)”) AND YOUR PURCHASE OF ANY ADMINISTRATIVE, CONSULTING, OR IMPLEMENTATION SERVICES (“PROFESSIONAL SERVICES”) ARE EXPRESSLY CONDITIONED ON YOUR CONSENT TO THIS AGREEMENT.  ONLINE SERVICES AND PROFESSIONAL SERVICES ARE REFERRED TO IN THIS AGREEMENT AS THE “SERVICES.”

YOU AGREE TO THE TERMS OF THIS AGREEMENT BY (1) CLICKING A BOX INDICATING ACCEPTANCE WHEN CREATING AN ACCOUNT ONLINE OR PLACING AN ONLINE ORDER, (2) EXECUTING A WRITTEN ORDER THAT REFERENCES THIS AGREEMENT, (3) BY ACCESSING OR USING THE ONLINE SERVICE(S), OR (4) USING FREE SERVICES. 

IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY (AN “ORGANIZATION”) WITH WHICH YOU ARE ASSOCIATED, YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ORGANIZATION’S BEHALF.  References to “you” and “your” in this Agreement will refer to both the individual using the Online Service(s) and to any such Organization.

BY ACCESSING AND USING THE ONLINE SERVICE(S), YOU HEREBY AGREE TO THIS AGREEMENT, INCLUDING THE LIMITATIONS ON LIABILITY AND THE PROVISIONS GOVERNING COMPUTERSHARE’S ABILITY TO MODIFY THIS AGREEMENT SET FORTH IN SECTION 21.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU ARE NOT PERMITTED TO ACCESS OR USE THE ONLINE SERVICE(S).

Your submission of information through the Online Service(s) is governed by Computershare’s Privacy Statement/Privacy Code, located at https://www.computershare.com/us/privacy if you are a U.S. Customer  and at https://www.computershare.com/ca/en/privacy-code if you are a Canadian Customer. You represent and warrant that any information you provide in an Order or in connection with the Online Service(s) is and will remain accurate and complete for as long as you are receiving Online Services, and that you will maintain and update such information as needed.

1. SERVICES.
   
   1.1.  If you are subscribing to a free version of the Online Service offered on our website, subject to the terms and conditions of this Agreement, you may access and use a limited version of the Online Service, without charge, up to the limits described on the website detailing the free version, as may be updated from time to time.  Usage over these limits will require purchase. Free version(s) of the Online Service are provided to you for one year and your use may be terminated by Computershare for any reason with or without cause or may be subject to reductions in service, limitations or restrictions imposed by Computershare at any time.
   
   1.2.  Subject to the terms and conditions of this Agreement, Computershare will permit you and your Affiliates’ directors, officers, employees, or independent contractors designated by you (“Authorized Users”) to access and use the Online Service(s), solely for your internal business purposes.  For the OPTRACK™ service, Authorized Users may include shareholders (known as “holders”).  Authorized Users are subject to any quantity or other limitations in the Order. You will be responsible for your Authorized Users’ acts and omissions, and for their compliance with this Agreement, and any act or omission by an Authorized User that, if it had been taken or not taken by Customer, would have constituted a breach of this Agreement, shall be deemed to be a breach of this Agreement by Customer.  You hereby grant to us during the term of this Agreement a royalty-free right to use, copy, store, transmit, modify, create derivative works of and display all data and content or materials collected, downloaded or otherwise received directly or indirectly from you or an Authorized  User by or through the Online Service (“Customer Data”) to the extent necessary to provide the Services to you.  For purposes of this Agreement, “Affiliate” means any person or entity directly or indirectly controlling, controlled by or under common control with a party. 
   
   1.3.  The BoardWorks™ Online Service includes a software application made available for download and use on certain mobile devices (the “App”).  If you have purchased the BoardWorks Online Service, we hereby grant you a non-exclusive, non-sublicensable, non-transferable, personal, limited license to install and use the App only on mobile devices that you own or control, solely for your personal use and as expressly permitted herein. All rights not expressly granted to you herein are reserved.  You agree that you will not use the App or any services related thereto for any purposes prohibited by United States law and you shall not use or otherwise export or re-export the App to, or make the App accessible from, any jurisdiction, country, person, or entity to which such export, re-export, or release is prohibited by law, rule, or regulation.
   
   1.4.  From time to time, at your direction, Computershare may refer you to third parties to receive products and/or services that are not offered by Computershare.  You acknowledge and agree that (a) any such referral is not an endorsement of such third party (or its products or services), Computershare does not make any representations or warranties with respect to such third party (or its products or services) and Computershare is not responsible for such third parties’ acts or omissions; (b) Computershare may receive a referral fee or other consideration from such third parties; and (c) it is solely your responsibility to determine whether such third party products and/or services are suitable for your purposes.
   
   

2. PASSWORDS.  You are responsible for (a) protecting and safeguarding any passwords, user IDs or other credentials and login information provided to you or generated in connection with your use of the Online Service(s); and (b) all activities that occur in connection with your account.  You agree to provide current and accurate information to Computershare as required for your Authorized Users to access and use the Online Service(s) and you will update the same information as necessary from time to time. You must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Online Service(s) account(s).
   
   

3. LIMITED RIGHTS.  Subject to this Agreement (including any limitations in an Order), Computershare grants to you the right to access and use the Online Service(s) via the website Computershare designates to provide you access to the Online Service, or any successor website thereto (“Site(s)”) (a) solely for your internal business purposes; and (b) solely for the approved number of Authorized Users.  You may access and use the Online Service(s) only as permitted in this Agreement and in compliance with all applicable laws, rules and regulations.
   
   

4. PROPRIETARY RIGHTS.  You acknowledge that, as between you and Computershare, Computershare owns and controls all right, title, and interest in and to the Online Services (other than Customer Data), including, without limitation, any software or technology related thereto and all intellectual property rights therein. You further acknowledge that (a) no right or interest in the Online Service(s) is conveyed other than the limited access granted herein; (b) the Online Services are protected by copyright and other laws covering intellectual property rights; and (c) the Online Services embody Confidential Information of Computershare and/or its Affiliates or third-party suppliers that may provide services or software for the Services (“Service Providers”).  You will not take or encourage any action, during or after the term of this Agreement, that will in any way impair the rights of Computershare and/or its Affiliates or Service Providers in and to the Online Services, including any software or technology of Computershare or any intellectual property rights in and to any of the foregoing. 
   
   

5. LIMITATIONS ON USE.  You will not, and will not encourage or permit any Authorized User or any third party to: (a) allow the access to or use of the Online Service(s) by any third party; (b) use the Online Service(s) in any manner or for any purpose other than as expressly permitted by this Agreement, including for any fraudulent, tortious or unlawful purpose; (c) access or use the Online Service(s) in a way intended to avoid incurring fees to be paid to Computershare; (d) access or use the Online Service(s) in any way that violates this Agreement or any applicable laws, rules, or regulations (including without limitation, applicable export and privacy laws); (e) modify, alter, adapt, tamper with, repair or otherwise create derivative works of any software, technology, content or any intellectual property rights of Computershare, its Affiliates or Service Providers included in or used to provide the Online Service(s), including disabling or bypassing any security features of the Online Service(s); (f) reverse engineer, disassemble or decompile the Online Service(s) or any software or technology included in or used to provide the Online Service(s); (g) rent, lease, sell, timeshare or lend the Online Service(s) or access thereto or use the Online Service(s) on a service bureau basis and provide services to third parties through the use thereof; (h) attempt to discover or recreate the Online Service(s) or any software, technology or intellectual property rights of Computershare or its Affiliates; (i) interfere with or disrupt the operation of the Online Service(s) or the servers or networks used to make the Online Service(s) available, including by hacking or defacing any portion of the Online Service(s); or violate any requirement, procedure or policy of such servers or networks; (j) restrict or inhibit any other person from using the Online Service(s); (k) systematically download and store content, materials or information from the Online Service(s); or (l) frame or mirror any portion of the Online Service(s), or otherwise incorporate any portion of the Online Service(s) into any product or service.  Further, you will not, and will not encourage or permit any Authorized User to, distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code in connection with your or their use of the Online Service(s), or to send, receive or support email messages that are unsolicited, deceptive, anonymous, excessively voluminous or that contain falsified identifying information, including spamming and phishing, and you shall be solely responsible for any of the foregoing introduced through your or your Authorized Users’ use of the Online Service(s).  Finally, you will not, and will not encourage or permit any Authorized User to, use the Online Service(s) in a manner that, or introduce any materials or content to the Online Service(s) that, infringes, misappropriates or otherwise violates the intellectual property rights or privacy rights of any person or entity and you will not remove any trademark, copyright, or any other proprietary notice from the Online Service(s) or any printouts or reports derived from the Online Service(s).
   
   

6. SUSPENSION.  Computershare may, without liability to you, immediately suspend,  or limit access to or use of  the Online Service(s) (or any feature or functionality thereof) at any time if in Computershare’s sole discretion (a) the Online Service is being used by you or any Authorized User in violation of applicable federal, state, provincial or local law or ordinance, this Agreement or any applicable acceptable use policy; (b) the Online Service is being used by you or any Authorized User in an unauthorized or fraudulent manner or that you have submitted fraudulent or inaccurate information to Computershare; (c) your or any Authorized Users’ access to or use of the Online Service adversely affects Computershare’s equipment or service to others; (d) a denial-of-service attack or any other event may create a risk to the Online Service or to any other customers if the Online Service were not suspended revoked, or limited; (e) a security incident or other disaster impacts or may impact the Online Service; or (f) as required by applicable law, rules or regulations.  Computershare shall have no liability for any damages, liabilities or losses as a result of any suspension revocation, or limitation of your use of the Online Service in accordance with this Section 6.  Suspensions and limitations of access will be reinstated as soon as the threat is resolved.  Fees will continue to accrue during any period of suspension or limitation.
   
   

7. THIRD PARTY PRODUCTS AND SERVICES.  You are solely responsible for obtaining and maintaining, at your sole cost and expense, all hardware, equipment and third party software (and any warranties, support and maintenance services related to each of the foregoing), and all internet browsers and connections required to access or use the Online Service(s), and Computershare shall have no liability or responsibility in connection therewith.  Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes and other costs and fees related to, internet access, telephone, computer and other equipment, and any communications necessary for your access and use of the Online Service(s).
   
   

8. FEES.   You agree to pay to Computershare the non-refundable fees set forth in the Order for the Services purchased by you (“Fees”).
    
   8.1.  For Services purchased by a Written Order, annual Fees for the Online Service(s) are invoiced annually in advance and Professional Service fees are invoiced on the effective date specified on a written order (“Written Order Effective Date”).
   
   8.2.  Fees for Online Orders are payable by credit card.  You authorize us to charge any applicable Fees to the credit card on file in your account on the date an Online Order is submitted by you through the online registration page (“Online Order Effective Date”).  Annual Fees will be charged unless this Agreement is terminated in accordance with Section 9.  You are solely responsible for the accuracy and completeness of your credit card information provided to Computershare. If your credit card account information changes as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your credit card on file in your account.
   
   8.3.  All Fees invoiced by Computershare must be paid by you in full within thirty (30) days of the date of such invoice unless otherwise set forth on the Order.  Failure to pay your Fees within fifteen (15) days of the due date (or within ten (10) days for amounts you have authorized us to charge to your credit card) may result in immediate suspension or termination of your access to the Online Service(s), in Computershare’s sole and absolute discretion.  You may be charged interest on any overdue Fees at a rate equal to the lesser of 1.5% per month (18% per annum) or the maximum amount allowable by law. Computershare will have the right to increase Fees from time to time in its discretion upon reasonable advance notice, provided that such increase shall not apply to any Initial Term or Renewal Term (each defined below) in effect at the time of such increase, but rather to the following Renewal Term.  Fees do not include any applicable taxes and you are responsible for the payment of all taxes that may now or in the future be associated with this Agreement or your use and receipt of the Services (other than taxes based on Computershare’s net income).  Any necessary, reasonable and direct travel and subsistence expenses incurred by Computershare in the provision of additional services will be billed additionally to Customer at the cost of such expense.  Such expenses shall be promptly reimbursed by you provided they are accompanied by reasonable supporting documentation.
   
   

9. TERM AND TERMINATION.  This Agreement commences on the date you indicate acceptance of this Agreement in an Online Order (such as clicking a button or ticking a box) or the date indicated on a Written Order signed by the parties and continues until terminated as set forth in this Section or if there are no active Orders.  Each Order commences on the Written Order Effective Date or Online Order Effective Date, as applicable, and will continue for one year unless otherwise set forth on your Order (the “Initial Term”) and may not be earlier terminated without cause. Unless otherwise specified in an Order, upon the expiration of the Initial Term, the Order will automatically renew for successive one-year periods (“Renewal Terms”).  Either party may terminate an Order (a) at the end of the Initial Term or any Renewal Term by providing written notice to the other party at least thirty (30) days before the expiration of the Initial Term or the then-current Renewal Term, as applicable; or (b) upon any material breach of this Agreement by the other party that, if remediable, has not been corrected within thirty (30) calendar days after written notice to the breaching party.  In addition, Computershare may terminate this Agreement and/or an Order without cause at any time if Computershare reasonably determines that it would be prejudiced by continuing to provide the Services to you (including without limitation, KYC screening, violation of law, sanctions screening, any misrepresentation you make to us, or changes in the answers to or in relation to your Online Order that render you ineligible to receive the Online Service(s)).  Upon any expiration or termination of an Order, (i) any and all liabilities accrued prior to the date of such expiration or termination will survive (including the payment of Fees for Services performed); (ii) your and your Authorized Users’ right to access and use the Services will immediately cease; (iii) you will immediately discontinue use, and cause your Authorized Users to discontinue use, of the Online Service(s) covered by that Order.  The following sections will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 10, 11, 13-16, and 20.
   
   

10. LIMITED WARRANTY; DISCLAIMERS. 
    
    10.1.  Subject to the terms and conditions of this Agreement, Computershare warrants that (a) Professional Services will be performed in a professional and workmanlike manner; and (b) the Online Service(s) will perform in all material respects in accordance with any user manuals and help files made available by Computershare in an online format to users of the Online Service, as updated from time to time.  COMPUTERSHARE DOES NOT MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SOFTWARE OR SERVICES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPUTERSHARE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE MANNER OR THAT YOUR DATA WILL NOT BE LOST OR DAMAGED.  YOU ASSUME SOLE RESPONSIBILITY AND ENTIRE RISK AS TO THE SUITABILITY AND RESULTS OBTAINED FROM USE OF THE SERVICES.  COMPUTERSHARE IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL AUDITING SERVICES.  THE WARRANTIES IN THIS SECTION DO NOT APPLY TO SOFTWARE AND SERVICES PROVIDED BY SERVICE PROVIDERS OR FREE ONLINE SERVICES, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND.
    
    10.2.  As a convenience to you, the Site or Online Services may contain links to a number of third-party websites.  This Agreement and Computershare’s privacy statements do not apply to these websites. You should consult these websites directly for information on their data collection and distribution policies.  Your access to and use of such websites or pages is at your own risk.  Computershare is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites.  Computershare provides these links merely as a convenience and the inclusion of such links does not imply that Computershare endorses or accepts any responsibility for the content or uses of such websites.
    
    10.3.  All market information and other data, including but not limited to quotes, company information, charting, news, options and research data contained in the Online Services (‘Market Data”) is for informational purposes only, and is not intended for trading purposes. Neither Computershare nor any of its Affiliates or Service Providers guarantee the sequence, accuracy, or completeness of Market Data, and are not liable or responsible in any way for any delays, inaccuracies, or errors in any Market Data or in the transmission of any Market Data.  You agree not to rely upon this Market Data for any trading, business or financial purpose and Computershare and its Affiliates and Service Providers are not liable or responsible in any way for any damages, losses or costs arising from reliance on this information or incurred as a result of the non-performance, interruption or termination of the Market Data. 
    
    

11. CONFIDENTIALITY.  Each party (a “Receiving Party”) may be granted access to certain confidential information of the other party, its Affiliates (or, in the case of Computershare, its Service Providers) (a “Disclosing Party”) that may be marked as “Confidential” or that otherwise, by its nature, would be reasonably understood to be confidential, including without limitation, the Customer Data, which is Customer’s Confidential Information, and the Online Service(s) and Computershare pricing, which are Computershare’s Confidential Information (collectively, “Confidential Information”).  Other than the Online Service(s), Confidential Information of a Disclosing Party excludes information that is (a) known to the Receiving Party or its Affiliates at the time of disclosure; (b) received from a third party having the right to disclose such information to a party; (c) available to the public other than by a breach of an agreement with a party or its Affiliates; or (d) developed by the Receiving Party or its Affiliates independently of the Disclosing Party’s Confidential Information.  Each party agrees to keep the other party’s Confidential Information strictly confidential and not use or disclose such information to any third party except that (i) the Receiving Party may disclose Confidential Information of the Disclosing Party in compliance with applicable law or a court order, provided the Disclosing Party is given reasonable notice of such law or order if legally permissible and (ii)  Computershare may use and disclose the Customer Data as reasonably required in connection with performance of this Agreement including, without limitation to its Service Providers and Affiliates.  Computershare personnel may also access Customer Data and Customer’s account for diagnostic purposes or as instructed by Customer.  Each party agrees to use a commercially reasonable degree of care to protect the other party’s Confidential Information, but in any case no less than the degree of care such party would use to protect its own Confidential Information. Notwithstanding the foregoing, Computershare and its Affiliates and Service Providers may use, disclose, market, and sell data and statistics derived from Customer accounts provided such data and statistics are non-individualized, anonymous, and aggregated and such data and statistics are not attributable to any particular client.
    
    

12. SECURITY.  Computershare maintains a written Information Security Program designed to (a) insure the security and confidentiality of Customer’s Confidential Information provided to Computershare hereunder; (b) protect against any anticipated threats or hazards to the security or integrity of such Confidential Information; and (c) protect against unauthorized access to or use of such Confidential Information; (d) and ensure appropriate disposal of Confidential Information.
    
    

13. INDEMNITY. 
    
    13.1.  Subject to the limitations of liability in Section 14 below, if a third party asserts a claim against you that an Online Service infringes that party’s U.S. or Canadian patent or copyright or constitutes the misappropriation of a trade secret (a “Claim”), Computershare will defend you against that Claim and pay damages that a court finally awards against you or that are included in a settlement approved by Computershare, provided that you promptly notify Computershare in writing of the Claim (although failure to do so will only relieve Computershare of its obligations hereunder to the extent Computershare is prejudiced thereby), supply information reasonably requested by Computershare, and allow Computershare to control the defense and settlement of the Claim (provided that no settlement or compromise that imposes any monetary damages or obligates you to take any affirmative actions shall be entered into or agreed upon by Computershare without your prior written approval, such approval not to be unreasonably withheld or delayed).  In the event of a Claim or if Computershare believes the Online Service may be the subject of a potential Claim, Computershare reserves the right to modify or replace the Online Service with an equivalent non-infringing one or, at its option, discontinue the Online Service and terminate this Agreement and provide a credit for any pre-paid and unearned Fees for the unexpired term. Computershare has no liability for, and its indemnification obligations in this Section 13 do not cover, Claims (a) that include, in whole or part, (i) open-source software or (ii) software and other items or information not provided by Computershare, or (b) resulting from or related to the access to or use of the Online Service in violation of this Agreement. You are responsible for any violation of law, rules or regulations or any violation of third-party rights caused by Customer Data or, except as provided in this paragraph, your use (including, without limitation, your Authorized Users’ use) of the Online Service in violation of this Agreement.  The foregoing represents Computershare’s sole responsibility to Customer in the event of a Claim. This Section does not apply to free version(s) of the Online Service.
    
    13.2.  You will indemnify, defend and hold us harmless from and against any liability, losses, damages, expenses and costs, including reasonable attorneys’ fees, that we incur as the result of any third party claims arising from or related to:  (a) your or your Authorized User’s access to or use of the Online Service(s) in any manner that violates  this Agreement, or any applicable law, rule or regulation; and (b) the Customer Data.
    
    

14. LIMITATION OF LIABILITY.
    
    14.1.  COMPUTERSHARE (WHICH, FOR PURPOSES OF THIS SECTION  14 INCLUDES COMPUTERSHARE AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS AND SERVICE PROVIDERS) WILL NOT BE LIABLE TO YOU OR YOUR AFFILIATES OR AUTHORIZED USERS FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, LOSSES, COSTS OR EXPENSES IN RESPECT OF OR ARISING FROM THIS AGREEMENT (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES), EVEN IF COMPUTERSHARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES.
    
    14.2.  FURTHER, COMPUTERSHARE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR OR YOUR AUTHORIZED USERS’ INABILITY TO ACCESS OR USE THE ONLINE SERVICE(S) AS A RESULT OF ANY DOWNTIME OF ALL OR A PORTION OF THE ONLINE SERVICE(S) FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; AND (B) PENALTIES, INTEREST OR FINES ASSESSED AGAINST YOU BY ANY GOVERNMENT OR REGULATORY AUTHORITY.
    
    14.3.  COMPUTERSHARE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR RELATING TO COMPUTERSHARE’S SERVICES WILL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED FROM YOU FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.  THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED ITS ESSENTIAL PURPOSE.
    
    14.4.  THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION WILL APPLY REGARDLESS OF WHETHER ANY ACTION IS BROUGHT UNDER STATUTE, IN CONTRACT, TORT, OR STRICT LIABILITY, OR FOR NEGLIGENCE (AND REGARDLESS OF THE NUMBER OF CLAIMS).
    
    

15. FORCE MAJEURE.  Computershare will not be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including without limitation acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crisis, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions.
    
    

16. THIRD PARTY BENEFICIARIES.  This Agreement is entered into solely for your and Computershare’s benefit. Except as set forth below in the Apple-Specific Terms and Conditions, neither you nor Computershare intends that this Agreement shall benefit any person or entity other than you and Computershare or create any right or cause of action in or on behalf of, any person or entity other than you or Computershare.
    
    

17. INJUNCTIVE RELIEF.  Each party acknowledges and agrees that breach by the other party of Sections 4, 5 and 11 (as applicable) may give rise to irreparable harm, and that the injured party shall be entitled to seek injunctive relief in such event.
    
    

18. NOTICES.  All notices delivered under this Agreement shall be in writing and deemed given upon receipt when delivered personally by nationally recognized overnight courier service or upon confirmation of receipt following delivery by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party set forth on the Order or at such other address furnished by the receiving party in writing.
    
    

19. PUBLICITY.  You grant Computershare the limited right to use Customer’s name in full client lists or partial client lists published by Computershare in any medium.
    
    

20. GENERAL TERMS.   If you are domiciled in the United States, then (a) this Agreement shall be construed and interpreted, and the rights of the parties shall be determined, in accordance with the laws of the State of New York, without regard to conflicts of law principles and (b) the parties will submit to the exclusive personal and subject matter jurisdiction of the state and federal courts located in the City and County of New York, New York.  Each party expressly waives the application of New York General Obligation Law Section 5-903 to any renewal of this Agreement.  If you are domiciled in Canada, then (a) this Agreement shall be construed and interpreted, and the rights of the parties shall be determined, in accordance with the Province of Ontario, without regard to conflicts of law principles and (b) the parties will submit to the exclusive personal and subject matter jurisdiction of the provincial and federal courts located in Toronto, Ontario. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.  Computershare’s failure to act with respect to a breach by you or others does not waive Computershare’s right to act with respect to subsequent or similar breaches.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.  We may transfer or assign this Agreement to an Affiliate or to a third party in connection with the merger, consolidation or sale of all or substantially all the assets, stock or business relating to the Services. You may not assign or transfer this Agreement, or any of the rights granted to you, by operation of law or otherwise, without our written consent.  This Agreement (including by reference, the Orders) constitutes the entire agreement between Computershare and you regarding the Services and supersedes all prior written and oral agreements.  Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    
    

21. MODIFICATIONS.  NO MODIFICATIONS TO THIS AGREEMENT BY YOU WILL BE ACCEPTED.  COMPUTERSHARE MAY MODIFY THIS AGREEMENT AT ANY TIME BY NOTIFYING YOU OF SUCH CHANGES BY ANY REASONABLE MEANS, INCLUDING BY POSTING THE REVISED AGREEMENT ON THE APPLICABLE SITE OR OTHERWISE NOTIFYING YOU OF SUCH CHANGES.  ANY SUCH CHANGES WILL NOT APPLY TO ANY DISPUTE BETWEEN YOU AND US ARISING PRIOR TO THE DATE ON WHICH WE POST OR MAKE AVAILABLE THE REVISED AGREEMENT INCORPORATING SUCH CHANGES. THE REVISED AGREEMENT SHALL BE EFFECTIVE UPON THE EARLIER OF (A) TEN (10) DAYS AFTER POSTING AND/OR NOTIFYING YOU OF THE MODIFICATIONS; (B) UPON YOUR ACCEPTANCE IF COMPUTERSHARE PROVIDES A MECHANISM FOR THE ACCEPTANCE OF THE REVISED AGREEMENT, SUCH AS A CLICK-THROUGH CONFIRMATION OR ACCEPTANCE BUTTON; OR (C) YOUR USE OF THE SERVICES FOLLOWING ANY CHANGES TO THIS AGREEMENT.  THE “LAST UPDATED” LEGEND ABOVE INDICATES WHEN THIS AGREEMENT WAS LAST CHANGED.  IT IS YOUR RESPONSIBILITY TO CHECK THE SITE REGULARLY FOR CHANGES TO THESE AGREEMENT.  IF YOU DISAGREE WITH SUCH MODIFICATIONS, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY SENDING WRITTEN NOTICE TO COMPUTERSHARE AND RECEIVE A REFUND OF ANY UNUSED ANNUAL FEES.

Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Computershare. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Computershare’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.