These Business License Terms and Conditions (the “Terms and Conditions”) and the Order Form described below (together, the “Agreement”) constitute the legal agreement between you (“you” or “Customer”) and Computershare Governance Services Inc. (“Computershare”), with respect to the business license management services purchased by you (the “Services”) pursuant to a written order form (“Order Form”) submitted to and accepted by Computershare either online or through other means.
The effective date of the Agreement (the “Effective Date”) will be the date upon which you enter into the Order Form. If you are entering into these Terms and Conditions on behalf of any entity, you represent and warrant that you are authorized to accept these Terms and Conditions on such entity's behalf. In the event of a conflict between these Terms and Conditions and the Order Form, the provisions of the Order Form shall control. Capitalized terms used herein without definition will have the meanings ascribed to them on the Order Form.
- SERVICES. Computershare, its agents, representatives and employees shall carry out or cause to be carried out the scope of services identified within the Order Form executed by Computershare and Client. Computershare reserves the right to charge for additional work performed outside of the scope of services, including but not limited to:
- Customized research;
- Jurisdictional outreach outside the normal course of business;
- Correspondence with third-party advisors on behalf of the Client;
- Custom reporting obligations incurred by Computershare at the Client’s request;
- Client informational changes that occur after the scope of services has commenced;
- Orders requiring work performed outside of Computershare’s established business hours; and
- Additional work performed by Computershare’s due to deficiencies created by Client’s deviation from Computershare’s recommended course of action.
- ORDER FULLFILMENT. Client expressly authorizes Computershare to affix Client’s electronic signature to documents as necessary to permit Computershare to perform services on Client's behalf or upon Client's direction under this or any agreement between Client and Computershare.
- CLIENT RESPONSIBILITITES. Client assumes liability for all charges incurred as a result of any and all services performed by Computershare on Client's behalf or upon Client's direction. Such charges shall be due and payable upon receipt of Computershare invoice.
Client accepts full responsibility for the proper and legal use of the information and/or services so provided and for complying with any tax consequences or tax filing requirements arising as a result.
It is the Client's sole responsibility to keep Computershare informed as to any changes in address, or of changes of persons authorized to receive Computershare notifications, reports, processes and legal matters. Such changes are deemed to be effective when entered into Computershare’s customer record system.
It is also the Client’s responsibility to provide Computershare’s with responses to requests for information within commercially reasonable response times. Undue delays caused by Client’s failure to meet this obligation may result in order cancellation or additional service fees if additional work is required to be performed by Computershare as a result of the Client delay.
- INFORMATION ACCESS; LIMITED MANAGED ADMINISTRATIVE SERVICE. If Customer is not under a subscription agreement for Computershare’s GEMS™ Global Entity Management System (“GEMS”) online service, Computershare will provide Customer with access to a GEMS database where Computershare will store information relating to the Services. For all customers, including subscription GEMS customers, Computershare will update Customer’s database with certain changes, filing-related data and documents identified in the Order Form at no additional charge. All changes and additions to the GEMS database made by Computershare will be performed using a dedicated GEMS service account for Computershare and all changes and additions will be captured and visible via the GEMS Audit Trail feature. Computershare may also access Customer’s GEMS database to extract information as necessary to provide the Services. Customer shall cause its GEMS users to comply with the terms of this Agreement and will take reasonable measures to ensure that each user protects the confidentiality of the assigned password and does not disclose such password to any third party.
- OWNERSHIP. The GEMS service includes proprietary and confidential information of Computershare and you agree not to disclose the GEMS service to third parties. All intellectual property rights in and to the GEMS service shall remain the exclusive property of Computershare and its licensors.
- FEES. Annual fees (will be invoiced in advance as described in the Order Form and filing fees and other related disbursements related to renewals will be invoiced monthly following completion of the associated service. Computershare reserves the right to require prepayment by Client of Jurisdictional Filing Fees exceeding $10,000. If Computershare exercises this right, payment of invoice for such Jurisdictional Filing Fees exceeding $10,000 is due within ten (10) days of receipt by Client. Jurisdictional Filing Fees are defined as government fees associated with and required for the filing of any license application or license renewal. The fees in the Order Form are fixed for the first year following the Billing Commencement Date. Computershare may increase the fees for each upcoming renewal year upon forty-five (45) days’ prior notification to Customer. All invoices must be paid in full within thirty (30) days of the date of receipt of such invoice. You will be charged interest on any overdue fees at a rate of the lesser of (a) 1.5% per month (18% per annum) and (b) the maximum rate of interest permitted by applicable law. Customer is responsible for the payment of all taxes that may now or in the future be associated with the Services (other than taxes based on Computershare’s net income). If Customer fails to pay any outstanding balance for five (5) months following the date upon which such charge was incurred, the Services may be suspended without notice and Customer shall assume any liability for any damages incurred as a result of such suspension. Upon payment of the past due amounts, the Services will be reinstated prospectively. Customer assumes all liability for all charges incurred as a result of any and all services performed by Computershare on Customer’s behalf or upon Customer’s direction. These charges may include fees for service of process in excess of the number included in the Order Form.
- THIRD PARTY PRODUCTS. Computershare is not responsible and disclaims all liability for any data uploaded to the GEMS database by Customer and/or Customer’s third party service providers. Customer shall be solely responsible for the installation, operation, maintenance, and functioning of equipment, software, products, or services not provided by Computershare and Computershare shall have no liability or responsibility in connection therewith.
- WARRANTY DISCLAIMER. Performance of the Services by Computershare requires the timely completion of Customers’ responsibilities and obligations. COMPUTERSHARE IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICES. COMPUTERSHARE AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. 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.
- LIMITATION OF LIABILITY. COMPUTERSHARE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE ARISING OUT OF THE USE OF COMPUTERSHARE’S SERVICES, EVEN IF COMPUTERSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPUTERSHARE’S AGGREGATE LIABILITY UNDER THE AGREEMENT OR RELATING TO COMPUTERSHARE’S SERVICES WILL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY COMPUTERSHARE FOR THE PERFORMANCE BY COMPUTERSHARE OF THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. When receiving process on behalf of Customer, Computershare shall in no event be responsible for any part of the underlying claim. In no event does Computershare assume any liability whatsoever to any party other than the Customer for Customer’s use of Computershare’s services, and Customer shall indemnify Computershare, or its or their affiliates (the “Computershare Indemnified Parties”) against any claims brought by such parties. If Computershare Indemnified Parties are subject to legal process on behalf of its Customer, regardless of whether such process is due to Customer’s act or omissions, the Customer shall indemnify the Computershare Indemnified Parties for any expenses incurred, including without limitation reasonable attorneys’ fees.
- TERM. Unless otherwise set forth in your Order Form or the renewal date in Section 8 applies, the date of the first invoice will constitute the “Billing Commencement Date,” and the Services term will continue for twelve (12) months (the “Initial Term”) and year to year thereafter (each, a “Renewal Term”), unless terminated in accordance this Section 12. After the first year following the Billing Commencement Date, either party may terminate the Agreement by providing written notice of termination to the other party with thirty (30) days prior written notice, however no refunds will be provided. Termination shall not relieve Customer from paying all fees and expenses accruing prior to termination. Sections 4, 9, 10, and 11 shall survive expiration or termination of the Agreement.
- NOTICES. All notices delivered under the Agreement shall be in writing and deemed given upon receipt when delivered personally or upon confirmation of receipt following delivery of (a) nationally recognized overnight courier service or (b) registered or certified mail, return receipt requested, postage prepaid, addressed to each party at its last known address, to the address set forth on the Order or at such other address furnished by the respective party in writing.
- FORCE MAJEURE. In the event that Computershare is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to any cause beyond its reasonable control, Computershare’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided, that Computershare: (a) provides you prompt notice of the nature and expected duration of the event, (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such event, (c) provides periodic notice of relevant developments, and (d) provides prompt notice of the end of such event.
- GENERAL TERMS. The Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of New York, without regard to conflicts of law principles. 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. If any provision of the 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 the Agreement are for convenience only and have no legal or contractual effect. You may not assign the Agreement or any of the rights granted to you hereunder. Computershare may assign the Agreement without your consent to an affiliate of Computershare or to a successor in interest or to a party acquiring all or substantially all of Computershare’s business licenses services business through a merger, acquisition, reorganization or other transaction. The Agreement constitutes the entire agreement between Computershare and you regarding the Services and supersedes all prior written and oral agreements.
- MODIFICATIONS TO THE TERMS AND CONDITIONS. Computershare may modify these Terms and Conditions at any time by posting a revised version on the Computershare Site. The revised terms shall be effective upon the earlier of (a) ten (10) days after posting and/or notifying you of the changes; or (b) upon your acceptance if Computershare provides a mechanism for the acceptance of the revised terms, such as a click-through confirmation or acceptance button. By continuing to use or receive the Online Service after the effective date of any revisions to these Terms and Conditions, you agree to be bound by the revised Terms and Conditions. It is your responsibility to check the Computershare Site regularly for changes to these Terms and Conditions. If you disagree with such modifications, your sole and exclusive remedy shall be to terminate the Agreement and the receipt of Online Service by sending written notice to Computershare and receive a refund of any unused annual Service Fees.
Revised June 11th, 2018