These terms of use are entered into by and between you (as defined below), Receipts Depositary Corporation (the “Company,” “we,” or “us,” or “our”) and, as applicable, any “Individual User” (as defined below). The following terms of use, (as amended, updated or otherwise modified from time to time, the “Terms of Use”) govern your access to and use of receiptsdepo.io (the “Website”) including any content, functionality, and services offered on or through receiptsdepo.io. As used herein, references to “you” or “your” refer to the person or entity on whose behalf or for whose account the Website is being accessed or used and, where applicable, to the individual person (the “Individual User”) so accessing or using the Website on behalf of such person or entity.
BY ACCESSING OR USING THE WEBSITE YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AGAINST THE COMPANY ARISING OUT OF, OR RELATING TO, THE WEBSITE, THESE TERMS OF USE, THE PRIVACY POLICY (AS DEFINED BELOW), THE RECEIPT TERMS AND CONDITIONS (AS DEFINED BELOW) OR ANY TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR OTHERWISE).
Please read the Terms of Use carefully before you start to use the Website. By accessing or using the Website, registering for the Website, creating an account, creating any authorized representative or other user account or clicking, checking a box or otherwise indicating to accept or agree to the Terms of Use when this option is made available to you, you (including, where applicable, the Individual User) accept and agree to be bound and abide by these Terms of Use, the Receipts Depositary Corporation Privacy Policy, as amended, updated or otherwise modified from time to time (as so amended, updated or otherwise modified, the “Privacy Policy”) and to any applicable Receipt Terms and Conditions (as defined below). You are also responsible for reviewing and following any instructions included on any page of the Website, or in any communications from the Company relating to the Website, and the Company will not be liable for your failure to do so.
When using the Website you may be assigned or required to make usernames, passwords or other login credentials. The Company may send sensitive communications to you using any email addresses or other contact information you provide. You are solely responsible for selecting strong passwords, protecting and safekeeping your login credentials and protecting your email account from any unauthorized access. The Company will not be liable for any loss, damages or claims resulting from your failure to safeguard and protect your login credentials, your email accounts or your other communication systems. You acknowledge that you are solely responsible for any third-party use of the Website using your login credentials and the Company shall not be liable for any actions of any third-party using your login credentials, or for taking any action upon instructions given using your login credentials or sent from your email accounts or other communication systems. You agree to immediately notify the Company if your login credentials are compromised or if there is any unauthorized access to the Website or any account on the Website using your login credentials, or to any of your email accounts or other communication systems.
By submitting any information through the Website, you thereby agree, and acknowledge your understanding, that the Company may use, store, process, transfer or disclose such information in any manner contemplated in the Terms of Use, any applicable Receipt Terms and Conditions or the Privacy Policy, or otherwise as necessary or appropriate for the Company to exercise its rights, perform its obligations and consummate the transactions contemplated by any of the foregoing. Each depositary receipt, depositary share or other instrument (each, a “Receipt”) issued by the Company is subject to the terms and conditions thereof (as applicable, and as the same may amended, supplemented or otherwise modified from time to time, the “Receipt Terms and Conditions”), the current provisions of which are available upon request. The Receipt Terms and Conditions generally govern the rights and obligations of the Company and the holders and beneficial owners of the applicable Receipts with respect to such Receipts, but also contain provisions relating to persons depositing or attempting to deposit assets or requesting the Company’s issuance of a Receipt as provided therein, regardless of whether any Receipt is issued or any such person holds or beneficially owns the applicable Receipt. For example, the Receipt Terms and Conditions set forth the terms upon which the Company may issue Receipts upon your deposit of assets, including certifications or representations you are required or deemed to make in connection therewith, information or documents you may be required to provide in connection therewith, fees, charges or taxes you may be liable for in connection therewith and your and the Company’s rights and obligations (and limitations of liability) in connection therewith or otherwise related to the Receipts. The Receipt Terms and Conditions are hereby incorporated by reference and shall be binding on you, as applicable, regardless of whether any Receipt is issued or whether you become a holder or beneficial owner thereof. In the event of any inconsistency between the terms hereof and any applicable Receipt Terms and Conditions, such Receipt Terms and Conditions shall control.
THE RECEIPTS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DELIVERED EXCEPT (A) IN AN “OFFSHORE TRANSACTION” MEETING THE REQUIREMENTS OF REGULATION “S” UNDER THE SECURITIES ACT (“REGULATION S”) TO A PERSON OTHER THAN A “U.S. PERSON” (WITHIN THE MEANING GIVEN TO SUCH TERMS IN REGULATION S), (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING GIVEN TO SUCH TERM IN RULE 144A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (C) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OF AMERICA AND OTHER APPLICABLE JURISDICTIONS. NOTHING IN THESE TERMS OF USE CONSTITUTES AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES.
If you do not want to agree to these Terms of Use, the Receipt Terms and Conditions or the Privacy Policy, you must not access or use the Website.
All information we collect on the Website is subject to our Privacy Policy. By using the Website, you (including any Individual User with respect to his or her personal information) consent to all actions taken by us with respect to your information in compliance with the Privacy Policy (see Privacy Policy below) and, with respect to any information you provide that belongs or otherwise relates to any Individual User or other person, you represent and warrant that you have the right to disclose such information to us for any use described herein or in the Privacy Policy, and that you have complied, and will comply, with all laws that may apply to your provision of such information. You agree that the Company may rely on any action taken or instruction or information provided through the Website, by you (including any Individual User) or using your (or any Individual User’s) login credentials, and any such instructions shall be deemed to be duly authorized by you.
The Website is offered and available only to investors that meet the qualifications to deposit assets against the issuance of Receipts, as provided in the applicable Receipt Terms and Conditions, and to Individual Users acting on their behalf who are 18 years of age or older and (a) reside in the United States or (b) reside in a jurisdiction where access to and use of the Website by such investor and such Individual User, and such investor engaging in any transactions in Receipts, would not cause such investor, such Individual User, us or any other person to be in violation of the applicable laws of such jurisdiction (a “Qualified Jurisdiction”). By accessing or using the Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website. In addition, each Individual User, by accessing or using the Website, represents and warrants that he or she is authorized to do so on behalf of the person he or she is or purports to be acting on behalf of, and to bind such person to these Terms of Use.
The Website provides for access and use only by persons located in the United States or another Qualified Jurisdiction. You acknowledge that you may not be able to access all or some of the Website outside of the United States and that access thereto may not be legal by certain persons or in certain countries or jurisdictions. Further, certain uses of the Website may be subject to restrictions under state law. If you access or use the Website, you are responsible for your compliance with any applicable state, local or foreign laws.
The Company grants you a limited, non-exclusive, and nontransferable license to access the Website in each case for your own business or financial use (and not for your use on behalf of any other person), strictly in accordance with the Terms of Use. The Company may terminate or restrict such license at any time or for any reason.
You shall not (a) copy, distribute, transmit, display, publish, license, create derivate works of or transfer the Website; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website;(c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Website; or (d) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Website.
You acknowledge and agree that the Website is provided under license, and not sold, to you. You do not acquire any ownership interest in the Website under the Terms of Use, or any other rights thereto other than to use the Website in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. The Company reserves and shall retain its entire right, title, and interest in and to the Website, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.
The Company may from time to time in its sole discretion develop and provide Website updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You should promptly download and install all Updates and acknowledge and agree that the Website or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Website, and subject to these Terms of Use.
WITHOUT LIMITING ANY LIMITS ON LIABILITY SET FORTH IN THE RECEIPT TERMS AND CONDITIONS, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, INABILITY TO USE, AVAILABILITY OR INTERRUPTION OF THE WEBSITE, ANY WEBSITES LINKED TO IT OR ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE WEBSITE IS PROVIDED “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY AS TO MERCHANTABILITY OR USE FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, NO DISCLAIMER OF LIABILITY UNDER THE SECURITIES ACT IS INTENDED BY ANY PROVISION OF THESE TERMS OF USE.
These Terms of Use shall be interpreted in accordance with, and all rights and obligations hereunder and provisions hereof shall be governed by, the laws of the State of New York.
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Disclaimers
By accessing this website, you confirm that you acknowledge the following disclaimers and agree to Receipts Depositary Corporation’s (“RDC”) Terms of Use and Privacy Policy.
The information provided herein is intended solely for investors who meet the requirements set forth in any terms and conditions of the applicable products, and who are (a) located in the United States or (b) located in a jurisdiction where access to and use of such information by such investor, and such investor engaging in any transactions in the applicable products, would not cause such investor, RDC or any other person to be in violation of the applicable laws of such jurisdiction.
No state or federal securities commission or regulatory authority has approved, disapproved, endorsed or recommended any securities or products described on this website, or any of the terms or conditions thereof, or confirmed the accuracy or adequacy of any information or statements on this website or in any other document relating to the securities or products described on this website. Any representation to the contrary is unlawful. In making an investment decision, you must rely on your own examination of RDC and any applicable securities or products, including any risks involved, considering your own investment objectives and risk tolerance. No material contained on this website is intended to or shall constitute a recommendation to invest in any securities or products, any other investment advice or any legal or tax advice. You are encouraged to consult your own independent investment, legal and tax advisers, including with respect to any applicable investor qualification requirements and your eligibility to invest in any applicable security or product. Nothing on this website purports to describe all of the terms and conditions of any security or product and you should review any such terms and conditions in their entirety, including any risk factors described therein, before making any investment decision. The information on this website is qualified in its entirety by reference to such terms and conditions.
None of the securities or products described on this website have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any jurisdiction, and may not be offered, sold, pledged or otherwise transferred or delivered except pursuant to an applicable exemption from, or an effective registration statement under, the Securities Act and the applicable securities laws of each other applicable jurisdiction. The securities or products described on this website are also subject to additional restrictions on transfer and resale as described in the terms and conditions thereof. You may be required to bear the financial risks of any investment in such securities or products for an indefinite period of time and such investment may lose some or all of its value. No material contained on this website constitutes, or may be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities (1) unless otherwise expressly provided in such materials or (2) to any person in any jurisdiction in which any such offer or solicitation would be unlawful.
Investments in the securities or DR products described on this website are speculative, and involve a high degree of risk, including the risk of partial or total loss of any amounts invested therein. Before making any investment decision, a prospective investor should consider all investment risks, and carefully review and consider the risk factors included in the Master Receipt terms and conditions of any applicable security or DR product.
Materials contained on this website are intended to provide a limited overview of RDC and certain investment products it has developed or intends to develop. The information in such materials may apply only to certain RDC products or to products RDC intends to develop, and not to other products, and may not reflect changes in products that may be implemented from time to time. RDC does not undertake to update any information on this website to the extent it may become inaccurate at any time.
Certain materials contained on this website may include information or statements relating to potential future events that constitute “forward-looking statements,” which may be based on assumptions or expectations that prove incorrect. Such forward-looking statements should not be unduly relied upon. Past performance of any investment may not accurately predict the future results of the same or any other investment. Unless otherwise expressly stated by RDC, no other person has been authorized by RDC to provide any information on RDC’s behalf or otherwise relating to RDC or any securities or products. Unless otherwise expressly provided, no information or statements in any materials contained on this website are intended to be a “prospectus” under any applicable law.
RDC does not operate or hold itself out as a bank or broker or dealer or investment adviser and is not licensed as a bank or broker or dealer or investment adviser in any jurisdiction or country. We suggest that you consult a licensed bank or broker-dealer and/or investment adviser before engaging in or refraining from any investment-related course of action. This website is for informational purposes only, is general in nature, and does not constitute financial advice. RDC disclaims any liability for loss, damage, cost, or other expense that you might incur because of any information provided on this website.
