Security Position Report Terms of Use Agreement
The Depository Trust Company ("DTC") is making the Security Position Report service available to you as an issuer, trustee, or as a third party who must be duly authorized by the issuer to receive this information on their behalf. DTC provides this website and all services to be accessed at this website to you, either as a corporation or other legal entity, subject to the following terms and conditions contained in these Terms of Use.
1. Disclaimer of Warranty
You acknowledge and agree that your use of the website and the Security Position Report service is at your sole risk. The website is provided by DTC (or by third parties on DTC's behalf) on an "as is", "as available" basis and DTC does not make any, and hereby specifically disclaims any, representations, endorsements or warranties, express or implied, by DTC regarding the website and the Security Position Report service, their respective contents or functionality, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, arising from course of dealing or course of performance, and any warranty or other assurance of noninfringement of intellectual property or other rights of any third party, without limiting the generality of the foregoing, DTC disclaims any warranty regarding the accuracy of information provided by the website or the results to be obtained from the use of information on or obtained through the website. Administration and operation of the website and the Security Position Report service may not be error free or uninterrupted.
2. Limitation of Liability
You agree that under no circumstances shall DTC be liable for direct, indirect, incidental, consequential, special, punitive, or exemplary damages (collectively, "damages"), arising out of the use or inability to use the website or the Security Position Report service, including, without limitation, such damages as, but not limited to, loss of revenue or anticipated profits or lost business, any failure of performance, error, omission, accuracy or completeness of information on the website, denial of service, interruption, defect, delay in operation or transmission, computer virus, communication line failure or third party theft of, destruction of, unauthorized access to, alteration of, or use of your information, even if DTC has been advised of the possibility of or could have foreseen such damages. You specifically acknowledge and agree that DTC is not liable for the conduct of and information supplied.
The foregoing shall apply regardless of: (I) negligence of DTC or any party acting on DTC's behalf; (II) any failure of an essential purpose; and (III) whether such damages are based on claims of negligence, strict liability, contract, tort, or any other theory of legal liability. In those jurisdictions that do not allow the exclusion or limitation of liability for such damages, DTC's liability is limited to the fullest possible extent permitted by law, and in those states that for any reason disallow the above limitation on direct damages, in no event shall DTC's cumulative direct liability to you exceed one hundred dollars ($100).
DTC is not in any way responsible for any information, products, or services accessible through other websites (if any) that link (now or in the future) from the website, and DTC shall have no liability of any nature whatsoever in relation to any of the foregoing.
3. Modifications to Terms of Use
You understand and agree that DTC may modify, amend or supplement these Terms of Use from time to time, and it is your responsibility to make yourself aware of the current terms and conditions in effect at any point in time, and DTC shall have no obligation or duty to draw to your attention any modification, amendment or supplement hereto.
4. Responsibility of Issuer
Issuer authorizes its Agent(s) to request and receive from DTC Security Position Reports on an as-needed basis and Issuer shall be responsible for all fees (see Pricing) incurred by Agent(s) for the use of the Security Position Report service based on the current Pricing schedule in effect when a Security Position Report request is made. Issuer shall inform DTC via update to their issue's Agent Authorization list of the termination of authorization for any Agent. In the absence of such notice of termination, Issuer shall hold DTC harmless from any liability for releasing Security Position Reports to Agent. Issuer indemnifies and holds DTC harmless from and against any claim, action, liability, loss, injury, damage, cost, and expense to DTC arising out of or relating to the use or misuse of the Security Position Report data and service by Agent.
All subscription requests are for a one-year minimum period, with no pro-rated fee basis available. Subscriptions must be renewed by the Issuer or Trustee each year and will be charged according to the Pricing schedule in effect on the renewal date. All special or one-time report requests will be billed on an as-ordered basis according to the Pricing schedule in effect at the time that the request is made. Failure to make payment for Security Position Report services as billed by DTC will result in service suspension.
5. Responsibility of Company Coordinator
The Issuer's designated Company Coordinator(s) is responsible for the accuracy and update of Company information which is registered and contained in the Company profile for their Issues. The ongoing update of this information (including but not limited to Company Name and Address) and the authorization of third party Agents for Security Position Report access to their issue(s) is the sole responsibility of the Company Coordinator(s). DTC will not be liable for inaccuracy of Company information contained within the Security Position Report Company profile nor will DTC be held liable for activity undertaken by third party Agents who have been authorized by the Company Coordinator(s). By authorizing a third party Agent for Security Position Report access to their issue(s), the Company Coordinator(s) is indicating to DTC that this Agent is authorized to request this information regarding their Issues and shall indemnify and hold DTC harmless from any misuse by said Agent.
6. Confidentiality
Other than as may be required by any applicable law, government order or regulation, or by order of any court of any competent jurisdiction, Issuer and/or Agent (the "Parties") shall not publicly divulge or announce, or in any manner disclose to any third party, any information or matters revealed pursuant hereto. If such disclosure is required by law, regulation or judicial order the Parties may disclose Confidential Information, provided that the Parties provide prompt written notice of such law, regulation or judicial order to DTC to enable DTC to seek a protective order or otherwise prevent disclosure of Confidential Information.
Not withstanding the foregoing, the Parties may provide access to and use of the Security Position Report data and the service by the Parties' employees, contractors and agents; provided, however, that: the Parties agree that: (a) the Security Position Report data will be made available by the Parties only to responsible employees, contractors, and agents of the Parties on a need to receive or know the data and who are bound by confidentiality obligations at least as restrictive as those contained herein; (b) the Parties will strictly prohibit access to the service and the Security Position Report data, and the transmission, redistribution, reproduction and down-loading of any Security Position Report data to or by any other than those authorized by the Parties.
This description is for informational purposes only. This Service is governed by applicable Rules, Procedures, and Service Guides for each DTCC subsidiary, which contain the full terms, conditions, and limitations applicable to this Service.