These terms and conditions (“Terms”) constitute a binding agreement that governs your use of the ASSIsT service (the "Service") as the legal entity receiving the Service as a registered user (“the Company”). Use of the Service includes registering to use ASSIsT. We recommend that you print a copy of these Terms for future reference. If you are using the Service as a representative of the Company, you represent and attest that you have the authority to accept these Terms on behalf of the Company. References to "you" in these Terms also refer to the Company. We reserve the right to change these Terms at any time. Such changes will be effective when posted. By continuing to use the Service after we post any such changes, you agree to accept the Terms as modified. The Service offered under these Terms are as detailed in Section 1.c. at www.dtcc.com/-/media/Files/Downloads/Institutional-Trade-Processing/ITP-Services-Catalog.pdf

The Service is made available to You free of charge by DTCC ITP (UK) 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 ("DTCC ITP"), in its own capacity and as agent for each DTCC ITP Affiliate. DTCC ITP receives support and licenses certain services from The Depository Trust and Clearing Corporation (“DTCC”) and DTCC’s affiliates to provide the Services. “DTCC ITP Affiliate” means the following affiliates of DTCC ITP (UK) Limited: DTCC ITP LLC, a Delaware limited liability company having its principal office at 570 Washington Blvd, Jersey City, NJ 07310; DTCC Australia Pty Ltd., whose registered office is at 60, Martin Place, Level 3, Suite 48, Sydney, NSW 2000, Australia; DTCC Canada Ltd., a corporation with registered office at 199 Bay Street, Suite 4000, Toronto, ON, M5L 1A9, Canada; DTCC Hong Kong Limited, a company incorporated in Hong Kong with limited liability whose registered office is at Hong Kong One IFC, Level 20, One International Finance Centre, 1 Harbour View Street, Central Hong Kong, China; DTCC ITP Matching (Canada) Limited (which is subject to regulation in Canada, including by the OSC and the AMF), a corporation with registered office at 199 Bay Street, Suite 4000, Toronto, ON, M5L 1A9, Canada; DTCC Japan K.K., whose registered office is at 29F Kasumigaseki Building, 3-2-5 Kasumigaseki, Chiyoda-ku, Tokyo, 100-6029, Japan; and DTCC Singapore Pte. Ltd, whose registered office is at 2 Shenton Way, #11-02 SGX Centre 1, 068804, Singapore.

In electing to use ASSIsT free of charge, and in consideration for the provision of the Service, You hereby agree to the following terms and conditions:

By registering to use the Service, you hereby acknowledge and agree that DTCC ITP (and any of its affiliates or any of its or their respective employees, contractors, vendors, agents, representatives or partners on their behalf) is permitted to perform the following actions relating to the Company:

• creating an acronym for the Company in DTCC ITP ALERT ("ALERT"), DTCC ITP's global database of standing settlement instructions ("SSIs"), for use in connection with ASSIsT (the "Acronym");
• adding the Company's SSIs that the Company provides to DTCC ITP, to ALERT and linking such SSIs to the access code/ account/ fund ("Account") nominated by the Company within ALERT associated with the Acronym;
• granting permission (in accordance with the Company’s written instructions provided to DTCC ITP pursuant to the Service) to brokers to access the Acronym for their use in connection with ALERT; and
• utilise contractors to provide the Service.

By registering to use the Service, you agree to perform the following obligations:

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

In addition, you understand and acknowledge that:

• the Company will not be granted direct access to ALERT as a user of the Service.

CONFIDENTIALITY AND SECURITY
DTCC ITP will treat non-public information received by the Company that are necessary for DTCC ITP to provide the Service, including, but not limited to, the Company’s SSIs, as confidential information ("Confidential Information") in accordance with these Terms. DTCC ITP will only use the Confidential Information in a manner consistent with these terms and conditions, for the purposes of providing the Service and exercising its rights under these terms and conditions. DTCC ITP will take commercially reasonable measures to prevent any unauthorised access to or use of Confidential Information in way that is inconsistent with the previous sentence. DTCC ITP will only disclose Confidential Information: (a) pursuant to any law, regulation, stock exchange rule or the order of any governmental or regulatory authority exercising applicable jurisdiction over DTCC ITP, or in compliance with legal process; (b) to prosecute or defend any action or proceeding to which DTCC ITP may be a party; (c) to the brokers to whom the Company have granted permission to access the Acronym; or (d) to its affiliates (or any of its or their respective employees, contractors, vendors, agents, representatives or partners on their behalf) on a “need-to-know” basis to provide the Service (including by extracting the Company’s SSIs and related information (including Confidential Information) provided by Company electronically and inputting this into ALERT). For the avoidance of doubt, DTCC ITP may share Confidential Information with a regulator upon their request, without prior notice to the Company.
By registering to use the Service, the Company consents to its name being included in the ALERT community list available to other users of ALERT.

PERSONAL DATA
Any personal data that the Company provides to DTCC ITP will be handled in accordance with the DTCC Privacy Policy, found at www.dtcc.com/privacy. By providing any personal information to DTCC ITP, the Company represents and warrants that it has obtained all necessary prior consents required by applicable law or regulation.

LIMITATION OF LIABILITY
Nothing in these Terms excludes or limits DTCC ITP’s liability arising from gross negligence, fraud or fraudulent misrepresentation that cannot be excluded or limited by English law. Subject to the previous sentence, DTCC ITP and its affiliates shall not be liable to the Company for any claim, damages (whether direct or indirect) or other loss arising from (i) inaccuracies, errors or omissions, regardless of cause, in providing the Service or performing any other obligations pursuant to the Terms provided hereunder or, (ii) Company providing data to a contractor who utilises it in a manner consistent with the section headed Confidentiality and Security of these terms and conditions to provide the Service; and (iii) any incorrect, inaccurate, biased or infringing or otherwise unlawful outputs. Without limiting the foregoing, none of DTCC ITP or its affiliates shall have any liability whatsoever to the Company, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company arising under or in connection with use of the Service.

TERMINATION
Either party may terminate these Terms and the Service at any time by providing the other party no less than thirty (30) days written notice before the date of termination.
In the case of the DTCC ITP, such notice shall be provided to:
[email protected]
with a copy to:
[email protected]
In the case of the Company, such notice shall be provided to the current email address on file.

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. The Company and DTCC ITP both agree to the exclusive jurisdiction of the courts of England and Wales. Company acknowledges that performance of U.S. Services may from time to time be delegated by DTCC ITP to, and provided by, DTCC ITP LLC or its subsidiary (DTCC ITP Matching (US) LLC, an affiliate of DTCC ITP and an exempt clearing agency in the U.S. subject to the conditions set forth in SEC Release No. 34-44188; File No. 600-32; 66 FR 20494 (April 17, 2001)), which has licensed or sublicensed the use of certain intellectual property and other rights to DTCC ITP or the DTCC ITP Affiliates in order to operate and provide the Services. Company acknowledges and agrees that performance of Services that are post-execution trade matching activities for trades to be settled inside Canada (e.g., via CDS) (“Canadian Matching Services”) will be provided by DTCC ITP Matching (Canada) Limited (which is subject to regulation in Canada, including by the Ontario Securities Commission, the securities regulatory authority in the Province of Ontario, Canada, and the Autorité des marchés financiers, the securities regulatory authority in the Province of Quebec, Canada). Such Canadian Matching Services are provided by DTCC ITP Matching (Canada) Limited as Client’s counterparty pursuant to this Agreement, and in connection therewith, DTCC ITP Matching (Canada) Limited has appointed DTCC ITP to act as its agent hereunder with authority to bind it to this Agreement insofar as the Agreement relates to such Canadian Matching Services.

BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU (1) REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ABOVE AND THE HYPERLINKED MATERIALS, AND (2) THAT YOU HAVE THE FULL CAPACITY, POWER, AND AUTHORITY TO ACCEPT THE FOLLOWING TERMS AND BIND THE COMPANY TO THE TERMS, INCLUDING, IN PARTICULAR, LIMITATIONS ON LIABILITY.