PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE REGISTERING FOR THIS SERVICE















BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU: (1) REPRESENT AND WARRANT THAT YOU HAVE CAPACITY, FULL POWER AND AUTHORITY TO ACCEPT THE TERMS OF USE ("TERMS") SET OUT ON THIS PAGE ON BEHALF OF THE COMPANY NAMED ABOVE ("COMPANY", "YOU", "YOUR"); AND (2) AGREE, ON BEHALF OF THE COMPANY, TO THE TERMS, WHICH WILL BIND THE COMPANY. THE TERMS INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY.

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The Terms set out the terms on which You may make use of the ASSIsT service ("ASSIsT") as a registered user. Use of ASSIsT includes registering to use ASSIsT. We recommend that you print a copy of these Terms for future reference.

ASSIsT is made available to You free of charge by Omgeo Limited (company number 04007732), a private limited company incorporated in England and Wales and authorised and regulated by the Financial Conduct Authority (registration no. 4007732), whose registered office is at Broadgate Quarter, One Snowden Street, London EC2A 2DQ, together with affiliated Omgeo entities under the ultimate ownership of The Depository Trust and Clearing Corporation ("Omgeo", "Our", "Us", "We"). In registering for ASSIsT, You hereby consent to Omgeo:

  • creating an acronym for the Company in Omgeo ALERT ("ALERT"), Omgeo's global database of standing settlement instructions ("SSIs"), for use in connection with ASSIsT (the "Acronym");
  • adding the Company's SSIs that You provide to Us, to ALERT and linking such SSIs to the nominated (by You) access code/ account/ fund ("Account") within ALERT associated with the Acronym; and
  • granting permission (in strict accordance with Your instructions that You provide to Us pursuant to ASSIsT) to brokers to access the Acronym for their use in connection with ALERT.

You agree:

  • to only send Us the Company's SSIs, and to provide the SSIs in the format in which they are provided to You by Your custodians and/ or prime brokers;
  • to provide to Us, in a timely manner and via the ASSIsT e-mail, details of any changes to Your Accounts and SSIs as such changes occur, and
  • to participate in any telephone call backs We may determine are necessary in order to validate the SSIs You provide. If We contact You by telephone to validate Your SSIs, the telephone call may be recorded and stored in a location other than Your location and outside of the United Kingdom, including the United States and the Philippines. The recording may be made available to the brokers to whom you have granted permission to access the Acronym, or to regulators or law enforcement personnel. If You decline to be recorded on the call, We will be unable to validate those SSIs and those SSIs will be unavailable for use in ALERT.

You understand and agree that:

  • You will not be granted direct access to ALERT; and
  • We will not be liable to You if, for any reason, You encounter any issues with ASSIsT.

CONFIDENTIALITY AND SECURITY

We will treat the information You provide to Us, including but not limited to Your SSIs, as confidential ("Confidential Information") in accordance with these Terms. We will only use Your Confidential Information for the purposes for which it was provided to Us. We will take commercially reasonable physical, electronic and procedural security measures to prevent any unauthorized access to or use of Your Confidential Information. We will only disclose Your Confidential Information (a) pursuant to any law, regulation, stock exchange rule or the order of any governmental or regulatory authority exercising applicable jurisdiction over Us, or in compliance with legal process; (b) to prosecute or defend any action or proceeding to which We may be a party; or (c) to the brokers to whom You have granted permission to access the Acronym.

We will include Your Company name in the ALERT community list available to other users of ALERT.

PERSONAL INFORMATION

Any personal information that You provide to Us will be handled in accordance with The Depository Trust & Clearing Corporation Privacy Policy, found at www.dtcc.com/privacy. By providing any personal information to Us, You represent and warrant that You have obtained all necessary prior consents required by applicable law or regulation.

LIMITATION OF LIABILITY

Nothing in these Terms excludes or limits Our liability arising from Our negligence, fraud or fraudulent misrepresentation that cannot be excluded or limited by English law. To the extent permitted by law, We exclude all conditions, warranties, representations or other terms that may apply to ASSIsT, whether express or implied. Subject to the foregoing, We will not be liable to You for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of or reliance on ASSIsT. In particular, We will not be liable for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any other indirect or consequential loss or damage.

APPLICABLE LAW

These Terms, the subject matter and the formation of this agreement (and any non-contractual disputes or claims) are governed by English law. You and Omgeo both agree to the exclusive jurisdiction of the courts of England and Wales.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST DISCONTINUE THE REGISTRATION PROCESS AND MUST NOT CLICK THE "ACCEPT" BUTTON.