Terms and Conditions

Last Updated: October 10, 2026

These Online Software as a Service Terms and Conditions (this “Agreement”) constitute the legal agreement between you (“you” or “Company”) and Computershare Entity Solutions Inc. or its relevant affiliate (“Computershare,” “our,” “we,” or “us”), as identified on an order signed by both parties (“Written Order”) or submitted by you online (“Online Order”) (together, “Orders”), with respect to your purchase of Services (as defined below) from Computershare.

By using the software as a service provided by Computershare via the Site(s) (defined below) and identified in an Order ("Online Service(s)") and/or receiving associated administrative, consulting, or implementation services ("Professional Services"), YOU AGREE TO THE TERMS OF THIS AGREEMENT. Online Services and Professional Services are collectively referred to in this Agreement as the "Services."

If you are entering into this Agreement on behalf of a corporation, partnership, or other entity (an "Organization”), you represent and warrant that you are authorized to bind such Organization and YOU AGREE TO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION. References to “you” and “your” refer to both the individual and the Organization.

If you do not agree to this Agreement, you may not access or use the Online Service(s).

1. Services.

1.1. Pursuant to 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, subject to any limitations in the applicable Order. Authorized User means any user designated by Company to enter data into the Online Services.

1.2. You grant us during the term of this Agreement and for a reasonable wind-down period thereafter, a royalty-free, non-exclusive, worldwide right to use, copy, store, transmit, modify, create derivative works of, and display all data, content, or materials received from you or an Authorized User through the Online Service (“Company Data”) solely to (i) provide the Services, (ii) maintain and improve the Online Services (provided such use does not identify you), (iii) generate aggregated, anonymized data and statistics, and (iv) comply with applicable law. 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. 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.

1.4. You may opt to purchase certain Professional Services in connection with your use of the Online Services, such as support with data migration, training and implementation of the Online Services; uploading documents to the Online Services platform; or ongoing managed administrative services. Specific terms and conditions applying to Professional Services you purchase will be provided with your Order and are in addition to and form part of this Agreement.

1.5. ANNUAL REPORT FILING SERVICES

If identified in an applicable Order, Computershare will provide annual report filing services in accordance with this Section and the information requirements set forth in Schedule 1 (Annual Report Filing Information Requirements).

If you enroll in the managed annual report service, we will prepare and file state annual reports for you. You must provide assistance and information as needed. We will use data listed in the GEMSra Platform to complete filings, and you must accurately maintain the data listed on Schedule 1. We will not be able to file the report, and you will be responsible for any late fees or penalties, if (i) required data is missing or inaccurate as of 60 days prior to the filing deadline, (ii) amounts due to the state have not been paid, or (iii) the change of agent process has not been completed.

If requested, Computershare will prepare and file State Annual Reports for you and your subsidiaries, with assistance from you when required. If not requested then you are responsible for tracking and filing your annual report filing obligations, if any. You agree to provide assistance and all information and documentation reasonably requested to make such filings. We require your entities’ governance information and principal address to file the annual reports. If this information is not provided we will file the annual reports with the current information on state records. When no data is provided or available on state records this information must be supplied at least sixty (“60”) business days in advance of the filing deadline or you assume responsibility for any potential late filing and accompanying penalties. Any changes to governance information must be provided in writing. This service is intended for the filing of non-tax return annual report filings as required by each state's Secretary of State or other corporate filing office. It does not include the filing of tax returns or other license renewals that may be required to maintain the active status of the entity. Notification and payment of taxes and other amounts payable to the state are not covered by the managed annual report service, with the exception of franchise and other such fees that are required to be filed with an annual report. Computershare may execute annual reports and other ministerial business entity filings expressly requested by Company in a manner permitted by applicable law. Where permitted by law, Computershare may sign such filings as “Special Secretary,” “Special Manager,” “Authorized Person,” attorney-in-fact, or in another representative capacity reasonably necessary to complete the requested filing. If applicable law requires the signature of a specific officer, manager, member, director, or other authorized representative, Computershare may utilize an electronic or conformed signature only to the extent authorized by Company and permitted by law, or may require such individual to execute the filing directly. Nothing in this Agreement authorizes Computershare to execute contracts, governance documents, financing documents, litigation documents, or other instruments on behalf of Client, except for ministerial business entity filings expressly requested by Client. Client represents that it has taken all necessary corporate or organizational action to authorize Computershare to execute such requested filings in this manner.

Payment for annual report filing services is required in advance of filing and at least three business days before the corresponding filing deadline. We may be unable to file an annual report if all amounts due to the state have not been paid and we will not be able to file annual reports if the Change of Agent process has not been completed. We are not responsible for state late fees, penalties, revocations or other fines for late filing that result from not receiving payment of our invoice at least three business days before the filing deadline. We do not front filing fees unless you have entered a separate agreement whose terms control the payment requirements for our annual report filing service.

2. Passwords.

You are responsible for (a) protecting any passwords, user IDs or other credentials provided to you or generated for your use of the Online Service(s); and (b) all activities on your account. You agree to provide current and accurate information to Computershare and update it as necessary. You must promptly notify us of any confidentiality breach or unauthorized use of your credentials or account(s).

3. Limited Rights.

Subject to this Agreement (including any limitations in an Order), Computershare grants you the right to access and use the Online Service(s) via the website Computershare designates or any successor website (“Site(s)”) (a) for your internal business purposes; and (b) 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 applicable law.

4. Proprietary Rights.

You acknowledge that, as between you and Computershare, Computershare and/or its licensors own all right, title, and interest in the Online Services (other than Company Data), including any related software or technology and all intellectual property rights therein, and that all such rights are and shall remain the exclusive property of Computershare and/or its licensors. You further acknowledge that (a) no right or interest in the Online Service(s) is conveyed other than the limited license and access rights granted herein; (b) the Online Services are protected by copyright, patent, trademark, trade secret and other laws covering intellectual property and proprietary rights; and (c) the Online Services embody Confidential Information and trade secrets 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 that impairs the rights of Computershare and/or its Affiliates or Service Providers in the Online Services, including any related software, technology or intellectual property rights.

5. Company Data.

Company shall ensure that all Company Data and Company’s collection, transfer, and use thereof comply with applicable (i) export laws and regulations and (ii) data privacy laws. Company specifically agrees not to use the Online Services to collect, store, process or transmit any Sensitive Personal Information. As applicable, Company acknowledges that Computershare in the United States is not a Business Associate or subcontractor (as those terms are defined under the Health Insurance Portability and Accountability Act (“HIPAA”)) or a payment card processor and that the Online Services are neither HIPAA nor Payment Card Industry Data Security Standards compliant. “Sensitive Personal Information” means any of the following: (a) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards; (b) patient, medical or other protected health information regulated by HIPAA; or (c) special categories of personal data. At the request of Company upon termination of an Order, with respect to the GEMSra SaaS Service, Computershare will make available to Company a copy of Company Data in Company’s database in Computershare’s then-standard database format (e.g., MS SQL).

6. Limitations on Use.

You will not, and will not permit any Authorized User or third party to: (a) allow access to or use of the Online Service(s) by any third party other than Authorized Users; (b) use the Online Service(s) except 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 violation of this Agreement or applicable law (including export and privacy laws); (e) modify, alter, tamper with, or create derivative works of any software, technology, content or intellectual property of Computershare, its Affiliates or Service Providers included in or used to provide the Online Service(s), including disabling or bypassing security features; (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). You will implement and maintain reasonable security measures to prevent unauthorized access to the Online Services through your accounts. 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).

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. Service Levels.

8.1. Service Availability. The Online Services will be generally available to customers 99.9% of the time during a calendar month, exclusive of Downtime Exceptions. Computershare will monitor availability and will make metrics available to Company on request. If Downtime exceeds 0.1% in a calendar month, Company will receive a credit against future subscription fees equal to 1 day of service for each full 0.1% increment of Downtime in excess of 0.1% (“Service Outage Credits”). Company must notify Computershare in writing of a claim within ten (10) days of an occurrence of the service outage. Claims must be sent to the e-mail address cgsclaims@computershare.com or as otherwise specified by Computershare. All submitted claims must include the date and time of the Online Services outage. All claims are subject to review and verification by Computershare. If the Order Form expires or is terminated, any accrued and unapplied credits are lost. The Service Outage Credits are liquidated damages awarded in lieu of actual damages incurred by Company and are the sole and exclusive remedy of Company with respect to the incident or event with respect to which such Service Outage Credits are credited to Company by Computershare, subject to and as limited by the limitation of liability provisions of this Agreement.

8.2. Maintenance Windows. Except for emergency Network Maintenance, Computershare will use reasonable efforts to provide two weeks’ notice of Maintenance Windows. Digital Notice will be provided, and the date and time of the Maintenance Window will be posted on GEMSra. Whenever possible, Maintenance Windows will be outside of business hours where the servers are located.

8.3. For purposes of this Section 8, “Computershare Network” means servers and infrastructure under Computershare's direct control used to host and operate the Online Services up to the boundary where such servers and infrastructure connect to the Internet; “Downtime” means the number of minutes the Online Services was unavailable (excluding Downtime Exceptions) divided by the total number of minutes in the applicable calendar month, expressed as a percentage; “Downtime Exceptions” means Network Maintenance, Force Majeure Events, failure of Company Systems (including connectivity between Company Systems and the Internet), third-party service failures (including but not limited to DNS providers, content delivery networks, and cloud infrastructure providers), DDoS attacks or other malicious network activity, unavailability due to Company's failure to implement required updates or patches, and unavailability resulting from Company's breach of the acceptable use policy or other Agreement terms; “Maintenance Window” means periods of time when Computershare performs scheduled Network Maintenance; and “Network Maintenance” means work on the Computershare Network to facilitate ongoing operations, including updates to the Online Services. Scheduled Network Maintenance occurs during Maintenance Windows. Emergency Network Maintenance may occur at any time Computershare reasonably perceives a threat to the Computershare Network or Online Services. The Online Services may be unavailable during Network Maintenance.

8.4. Backup. The Online Services are programmed to perform routine data backups with full weekly backups, daily incremental backups and the first week of each month is backed up for two years.

8.5. Technical Support and Service Levels. Computershare will provide the support services described in its then-current Service Level Guidelines posted on the Computershare support section of GEMSra.

9. Fees.

9.1. You agree to pay to Computershare the non-refundable fees set forth in the Order for the Services purchased by you (“Fees”).

9.2. 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”).

9.3. Fees for Online Orders are payable by such payment methods as Computershare may make available, including by credit card in some locations. Where credit card is utilized as the form of payment, you authorize us to charge any applicable Fees to the credit card or other payment method 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 in advance on each anniversary of the Online Order Effective Date unless this Agreement is terminated in accordance with Section 10. 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.

9.4. 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 thirty (30) days of the due date 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% per month (12% per annum) or the maximum amount allowable by law.

9.5. The Fees are set forth in an Order. Unless otherwise stated in an Order, fees during the Initial Term and each Renewal Term will be increased by the greater of (i) 4% or (ii) the accumulated change in the National Employment Cost Index for Service Producing Industries (Finance and Insurance) for the preceding years of the expiring term, as published by the Bureau of Labor Statistics of the United States Department of Labor, annually, if Company is incorporated in the United States, and the greater of (i) 4% or (ii) the accumulated change in a comparable employment cost index for the jurisdiction in which Company is incorporated, if Company is incorporated outside of the United States. 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 with Company’s prior approval in the provision of additional services will be billed additionally to Company at the cost of such expense. Such expenses shall be promptly reimbursed by you provided they are accompanied by reasonable supporting documentation.

10. Termination.

10.1. (a) Either party may terminate an Order by providing at least thirty (30) days written notice 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)).

10.2. Effect of Termination. 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 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.

11. Limited Warranty and Disclaimers.

11.1. 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. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPUTERSHARE MAKES NO 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.

11.2. 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.

11.3. 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.

12. Limitation of Liability.

12.1. NEITHER COMPANY NOR COMPUTERSHARE (WHICH, FOR PURPOSES OF THIS SECTION INCLUDES COMPUTERSHARE AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS AND SERVICE PROVIDERS) WILL BE LIABLE 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 THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES.

12.2. FURTHER, COMPUTERSHARE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES (OTHER THAN SERVICE OUTAGE CREDITS) 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.

12.3. COMPUTERSHARE’S AND COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID BY COMPANY 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.

12.4. 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).

13. Indemnity.

13.1. Indemnification of Company. Indemnification of Company. Subject to the limitations of liability in Sections 14.1, 14.2 and 14.3, if a third party asserts a claim against you that an Online Service infringes that party’s 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. You have a duty to mitigate damages related to the Claim. 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 Company 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 Company in the event of a Claim. This Section does not apply to free version(s) of the Online Service.

13.2. Indemnification of Computershare. 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; (b) the Company Data(or any portion thereof), including without limit any alleged infringement or misappropriation of any third-party rights; and (c) your use or mis-use of the APIs and the Software Applications, including any end user’s use thereof. Company’s indemnity of Computershare is not subject to the limitations of liability in Section 12.3.

14. Confidentiality.

Each party (a “Receiving Party”) may be granted access to certain confidential information of the other party or its Affiliates (or, in the case of Computershare, its Service Providers) (each, 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 Company Data, which is Company’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 Company 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 Company Data and Company’s account for diagnostic purposes or as instructed by Company. 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 Company accounts provided such data and statistics are non-individualized, anonymous, and aggregated and such data and statistics are not attributable to any particular company or customer.

15. Data Processing.

Each party shall comply with any applicable state, federal and other privacy and/or data protection laws and regulations (including any successor legislation) that apply to the processing of Personal Data under the Agreement (“DP Laws"). Unless otherwise defined in this Agreement, capitalized terms shall have the meanings given to them in applicable DP Laws.

When providing the Services, Computershare is acting as a Processor (or Service Provider) and in relation to such data Computershare shall (i) process only on Company’s documented instructions as set out in this Agreement or as permitted by law; (ii) ensure that persons engaged in the processing of Personal Data are bound by appropriate confidentiality obligations; (iii) implement technical and organizational measures to protect against unauthorized, unlawful or accidental processing of Personal Data; (iv) subject to potential fees to cover Computershare’s time and expenses, provide reasonable assistance with Data Subject requests and Privacy Impact Assessments; (v) notify Company without undue delay (and in any event within one business day) after becoming aware of a Personal Data Breach, a business day being any day Computershare is open for business excluding weekends and public holidays; and (vi) at Company’s request, delete or return Personal Data to Company subject to Section 5.

Computershare will use and disclose Personal Data only as permitted by this Agreement or as permitted or required by applicable law and will not Sell or Share Personal Data or use it for cross-context behavioral advertising and will not combine Personal Data with other data except as permitted for service delivery or by DP Laws.

16. Information Security.

Computershare will maintain technical and organizational measures, internal controls, and information security processes designed to protect the Company’s Confidential Information from accidental or unauthorized loss, destruction, alteration, disclosure, or access. Such measures shall include, for example, maintaining an information security policy framework aligned with industry standards; classifying and handling information according to its sensitivity; providing annual security training and awareness for staff; ensuring segregation of duties and access controls (including multi-factor authentication and least privilege principles); encrypting data at rest within Computershare’s security perimeter and for data in transit outside of Computershare’s security perimeter; managing assets, passwords, and physical security; conducting regular risk assessments, vulnerability scans, penetration testing, and audits of information technology systems; maintaining documented procedures for change management, incident response, business continuity, and disaster recovery. Computershare may update its information security practices from time to time, provided that such changes do not materially reduce the level of security provided to the Company.

17. Assignment.

Neither this Agreement nor any rights or obligations hereunder may be assigned by Company or Computershare without the written consent of the other; provided, however, that either party may assign any of its rights and obligations to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon written notice to the other party.

18. Subcontractors.

Computershare may use Affiliates or third-party subcontractors ("Subcontractors") to perform Services, and Computershare will be responsible for Subcontractors’ performance as if it were Computershare’s own performance. Computershare is not liable for actions or omissions of third parties other than Subcontractors.

19. Notices.

All notices under this Agreement must be in writing, and notice is deemed given upon delivery when delivered by a nationally recognized overnight or two-day courier or 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 such other address provided by the receiving party in writing, with a separate copy sent to the email address set forth on the Order.

20. Authority.

Computershare may rely on written instructions (including email) from any person Computershare reasonably believes is authorized by Company. Computershare may decline to act on instructions if doing so would create undue legal or regulatory risk for Computershare.

21. Publicity.

You grant Computershare the limited right to use Company’s name and logo in full client lists or partial client lists published by Computershare in any medium, including on Computershare's website and in marketing materials. Company may revoke this right at any time by providing written notice to Computershare, and Computershare will cease such use within thirty (30) days of receipt of such notice.

22. Successors.

All provisions of this Agreement by or for the benefit of Company or Computershare will bind and inure to the benefit of their respective successors and assigns.

23. Severability.

If any provision of this Agreement or any part of any such provision is held to be invalid, unlawful, or unenforceable, then the remainder of this Agreement will remain in full force and effect and will in no way be affected or invalidated.

24. Governing Law.

This Agreement will be governed by the laws corresponding to the domicile of the Computershare entity identified on the Order, without regard to conflicts of laws principles, and the parties agree to the exclusive jurisdiction as set forth in the table below. If this Agreement is governed by the law of any state in the United States, the parties hereby waive any right to trial by jury. The parties waive any defense based on inconvenient forum, improper venue, or lack of jurisdiction.

25. Force Majeure.

Neither party will be liable for any delay or failure in performance arising from circumstances beyond its reasonable control, including, without limitation, acts of God, acts of government, 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 crises, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failures or delays, labor disputes, strikes, or shortages, supply shortages, or equipment failures or software malfunctions (unless such equipment or software is owned by Computershare and forms part of the Services) (in each case, a “Force Majeure Event”). Computershare and Company agree to provide prompt notice of any Force Majeure Event and use reasonable measures to mitigate the consequences of such event.

26. No Legal Advice.

Computershare does not provide financial, legal, tax, business, regulatory, or other advice and is not responsible for: (i) any such advice; or (ii) acts or omissions of third-party service providers that provide Company with such advice or compliance services.

27. Third Party Beneficiaries.

This Agreement is entered into solely for the benefit of you and Computershare. No third party may benefit from or enforce this Agreement.

28. Injunctive Relief.

Each party acknowledges and agrees that breach by the other party of Section 4 (Proprietary Rights), Section 6 (API License), Section 6 (Limitations on Use), and Section 14 (Confidentiality) may give rise to irreparable harm, and that the injured party shall be entitled to seek injunctive relief in such event.

29. Survival.

Upon expiration or termination of this Agreement, the following Sections shall survive and continue in full force and effect: Section 4 (Proprietary Rights), Section 5 (Company Data), Section 6 (API License), Section 6 (Limitations on Use), Section 8 (Service Levels), Section 10.2 (Effect of Termination), Section 11 (Limited Warranty and Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnity), Section 14 (Confidentiality), Section 15 (Data Processing), Section 16 (Information Security), Section 17 (Assignment), Section 21 (Notices), Section 24 (Governing Law), and any other provisions necessary to interpret and enforce the rights and obligations of the parties under this Agreement.

30. Entire Agreement.

This Agreement, including any amendments or Orders, constitutes the entire agreement between the parties and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

31. Construction.

This Agreement will be construed as if drafted jointly by the parties. Any schedules or exhibits form part of this Agreement.

32. No Waiver.

The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or of other provisions nor shall any delay or omission on the part of any party to avail itself of any right, power or privilege that it has or may have under this Agreement operate as a waiver of any breach or default by any other party.

33. Modifications.

This Agreement may be modified only (i) by a written amendment signed by authorized representatives of both parties, or (ii) as specifically provided in this Section. Computershare may modify this Agreement at any time by providing you with at least thirty (30) days' prior written notice of such changes, including by email to the address on file or by posting the revised Agreement on the applicable Site. The revised Agreement shall be effective upon the earlier of (a) thirty (30) days after providing notice of the modifications to you; (b) 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 continued use of the Services following the effective date of such changes. Computershare will indicate the "Last Updated" date at the beginning of this Agreement. If you disagree with such modifications, your sole and exclusive remedy shall be to terminate this Agreement by sending written notice to Computershare within thirty (30) days of receiving notice of the modifications and receive a pro-rata refund of any prepaid fees for the remainder of the then-current term. Notwithstanding the foregoing, Computershare may modify the Services, including features and functionality, at any time without notice, provided such modifications do not materially diminish the core functionality of the Services as described in the applicable Order.