Omgeo LLC Web Site Terms and Conditions

NOTICE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND USING THESE SITES LOCATED AT THE OMGEO.COM, OMGEO.NET DOMAINS (THE "SITES") AND ANY PAGES THEREOF, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, DO NOT ACCESS OR USE THESE SITES, OR ANY PAGES THEREOF. THESE TERMS AND CONDITIONS DO NOT REPLACE OR SUPERSEDE ANY RELEVANT TERMS AND CONDITIONS WHICH EXIST IN A FULLY EXECUTED SERVICES AGREEMENT OR STATEMENT OF WORK FOR AN OMGEO PRODUCT OR SERVICE.

The public access areas of these Sites are purely informative in nature and are a service of Omgeo LLC (“Omgeo”). The Sites describe the nature of Omgeo’s activities and, subject to the terms and conditions described below, provides informative materials aimed at educating users of the Sites. Certain password and/or SecurID protected areas of the Site provide further information about or may provide access to Omgeo’s products and services. The descriptions on these Sites are provided only to assist users in understanding products and services offered by Omgeo and such descriptions do not replace or supersede the actual terms and conditions applicable to each such product or service.

Omgeo’s products and services are intended solely for the communication, transmission, processing and storage of Omgeo and Omgeo client information. Actual or attempted unauthorized use of the products and services may result in criminal and/or civil prosecution.

COPYRIGHT © OMGEO LLC 2016. ALL RIGHTS RESERVED
Except as otherwise noted on these Sites or in the terms and conditions applicable to relevant products or services, Omgeo owns all rights in and to these Sites, including but not limited to, pages, screens, text, images, page rendering code, information, data, policies and the general "look and feel" (collectively, "Content") used on these Sites. The display of Content does not constitute a waiver of any of Omgeo’s proprietary rights in or related to such Content (including, but not limited to, patents, copyrights, service marks and trademarks) or a transfer of any such rights to users or any third-party. The Content may not be distributed, used or modified in any way without the express permission of Omgeo. Any unauthorized use, distribution or alteration of the protected material, including policies, will result in a violation of US and international copyright laws and is strictly prohibited. Certain Content may be presented in a format employing encryption security or other technology designed to prevent the downloading, copying or distribution of such Content. Anyone who defeats these security measures will be in violation of the Digital Millennium Copyright Act. See Pub. L. No. 105-304, 112 Stat. 2860 (1998).

SERVICE MARKS
Omgeo and the Omgeo logo are service marks of Omgeo. Omgeo also claims rights in certain other service marks contained on these Sites and all goodwill related thereto.

USE OF INFORMATION AND MATERIALS
The information and materials contained on these Sites, and the terms, conditions, and descriptions that appear, are subject to change. Unauthorized use of password and/or SecurID protected areas of Omgeo's web sites and systems including but not limited to unauthorized entry into Omgeo's systems, misuse, sharing or transfer of passwords, or misuse of any information posted on a site is strictly prohibited. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by Omgeo.

PRIVACY
This Privacy Policy applies to Omgeo LLC and its affiliated Omgeo entities located throughout the world, all of which are subsidiaries of The Depository Trust & Clearing Corporation (“DTCC”) and are collectively referred to herein as “Omgeo”.

Omgeo is committed to maintaining the privacy of personal information provided to Omgeo. Omgeo may receive personal information via the omgeo.com and omgeo.net domains (the “Sites”). Omgeo may also receive personal information in connection with the provision of Omgeo services. This Privacy Policy describes Omgeo’s policies and procedures with respect to the collection, use and disclosure of information that is protected under relevant privacy legislation (“Protected Personal Information”). This Policy is not intended to cover information that is not Protected Personal Information.

Collection of Information
Omgeo collects Protected Personal Information from representatives of our Clients, employees, contractors, vendor representatives and other individuals when it is necessary for business purposes or the provision of Omgeo services. The information collected is typically the business contact details and organizational roles of our client representatives, vendors and other business contacts.

Information Omgeo Collects Through the Sites
When you register with omgeo.com, and at other times, including if you apply for a position with Omgeo online via the Sites, Omgeo may collect information through the Sites from you that it deems relevant under the circumstances. This may include your name, mailing address, e-mail address, telephone number and other similar information. Omgeo stores the information it collects from you, even if you are not a client, for so long as it is necessary for business purposes or to meet legal and regulatory requirements.

Omgeo’s Use of Collected Information
Protected Personal Information may be used for the following general purposes:

• For the purposes for which you specifically provided the information including, for example, to enable Omgeo to register you for conferences and/or demonstrations, and for screening potential employees;
• Marketing analysis, refining product offerings, website traffic and bandwidth analysis and website management;
• To comply with legal and regulatory requirements, in accordance with applicable laws, rules and regulations; and
• To send promotional e-mails about new or existing Omgeo products, services, special offers or to otherwise contact you.

Except as set out in this Policy, Omgeo does not rent, sell or share Protected Personal Information with third parties, Protected Personal Information may be shared with the DTCC and subsidiaries, joint-ventures and affiliates of the DTCC for the purposes of providing information about products or services which Omgeo and the DTCC expect may be of interest to you. General usage statistics for the Sites may be shared with the DTCC and other subsidiaries  of the DTCC.

Your Ability to Choose
You may choose to not receive information about new products or features, special offers or products or services offered by Omgeo, the DTCC and its subsidiaries outside of Omgeo by contacting the Omgeo Client Contact Center at any one of our local support numbers at  www.omgeo.com/support or by e-mail at omgeo.optout@omgeo.com.

Transferring Information Overseas
Omgeo may transfer Protected Personal Information overseas if required for a relevant purpose described above. This may include countries which do not provide the same level of protection as the laws of your home country. By submitting your personal information to Omgeo you agree that you do not object to any such transfer, processing or storage.

Omgeo’s Policy for Disclosing Information
Omgeo may disclose Protected Personal Information to a third party if required to do so by law or if Omgeo believes in good faith that such action is necessary (1) to comply with law or legal processes; (2) to protect against misuse or unauthorized use of the Sites; (3) to protect the personal safety or property of Omgeo’s users, Omgeo or the public (among other things, this means that if you provide false information or attempt to pose as someone else, information about you may be disclosed as part of any investigation into your actions) or (4) if Omgeo is acquired by, or merges with, another entity. In addition, Omgeo may disclose Protected Personal Information pursuant to any other provision of this Privacy Policy.

Website Usage Information
Omgeo automatically collects Internet Protocol (IP) addresses and website usage information upon use of the Sites. This information assists Omgeo’s evaluation of users’ use and navigation of the Sites on an aggregate basis, including the number and frequency of users to each webpage, and the length of each visit.

Surveys
Omgeo may conduct occasional voluntary online surveys through a pop-up window. You may decline to participate.

Cookies
During certain Site interactions, including but not limited to registrations and/or surveys, and for access to Omgeo products or services, a cookie may be placed on your computer (if your browser is set to accept cookies) or is read if you have visited the Site previously. One use of cookies is to assist in the collection of Site visitation statistics described above. Omgeo also employs cookies to (a) recognize you and your access privileges and (b) track demonstration registrations and survey participation. If you set your browser to not accept cookies, you may still have access to public portions of the Sites, but you may not experience a personalized visit (for example, you may be required to reregister or you may be prompted to participate in a survey again). The acceptance of cookies is required for access to protected areas of the sites including access to Omgeo’s products and services.

Security
Protected Personal Information is stored in limited access servers. Omgeo has implemented commercially reasonable physical, electronic and managerial procedures to protect the security of these servers and your information.

Other Websites
Omgeo may make content or services from other websites including Omgeo affiliated or co-branded websites available to you from links located on the Sites. These other websites are not subject to this Privacy Policy. You should review the privacy policy at each such website to determine how that website protects your privacy.

Review and Correction
Information such as email address and contact information can be reviewed and corrected within the Omgeo.com ServiceCentral application or by reaching out to the Omgeo Client Contact Center (CCC). Other Protected Personal Information can be reviewed and corrected by contacting us at OmgeoPrivacy@omgeo.com.

Privacy Policy Modifications
Omgeo may change these privacy provisions from time to time. Omgeo will post any changes on the Sites.

Comments and Questions
If you have any questions, comments or concerns about this Privacy Policy, please contact us by e-mail at OmgeoPrivacy@Omgeo.com.

LINKS AND CONTENT
YOU MAY, THROUGH HYPERTEXT OR OTHER LINKS, GAIN ACCESS TO WEB SITES OPERATED BY ENTITIES OR PERSONS OTHER THAN OMGEO.  THESE WEB SITES MAY CONTAIN LINKS TO AND/OR CONTENT FROM WEB SITES CONTROLLED OR OFFERED BY OTHER PARTIES.  SUCH HYPERTEXT OR LINKS ARE PROVIDED FOR YOUR REFERENCE AND CONVENIENCE ONLY, AND ARE THE EXCLUSIVE RESPONSIBILITY OF SUCH WEB SITES' OWNERS.   YOU AGREE THAT OMGEO IS NOT RESPONSIBLE FOR THE CONTENT OR OPERATION OF SUCH WEB SITES, AND THAT OMGEO SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR THE USE OF THIRD PARTY WEBSITES.  OMGEO HEREBY DISCLAIMS LIABILITY FOR ANY INFORMATION, MATERIALS, CONTENT, PRODUCTS OR SERVICES POSTED OR OFFERED AT ANY OTHER PARTY'S SITE LINKED TO THESE WEB SITES.  BY CREATING A LINK TO ANOTHER WEB SITE, OMGEO DOES NOT ENDORSE OR RECOMMEND ANY PRODUCTS OR SERVICES OFFERED OR INFORMATION CONTAINED AT THAT WEB SITE, NOR IS OMGEO LIABLE FOR ANY FAILURE OF CONTENT, PRODUCTS OR SERVICES OFFERED OR ADVERTISED AT THAT SITE.  YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE EXTENT TO WHICH YOU MAY USE ANY CONTENT AT ANY OTHER WEB SITES WHICH YOU LINK FROM THIS WEB SITE.  OMGEO ASSUMES NO RESPONSIBILITY FOR THE USE OF THIRD PARTY SOFTWARE OR CONTENT ON THE WEB SITE AND SHALL HAVE NO LIABILITY WHATSOEVER TO ANY PERSON OR ENTITY FOR THE ACCURACY, COMPLETENESS OR FITNESS FOR PURPOSE OF ANY INFORMATION CONTAINED OR DERIVED FROM ANOTHER PARTY'S WEB SITE.  OMGEO CANNOT AND DOES NOT GUARANTEE THE ACCURACY, VALIDITY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION, DATA OR CONTENT MADE AVAILABLE TO YOU ON THE OMGEO WEB SITE FOR ANY PARTICULAR PURPOSE.  OTHER WEB SITES MAY HAVE A PRIVACY POLICY DIFFERENT FROM THAT OF OMGEO AND SUCH OTHER WEB SITES MAY PROVIDE LESS SECURITY THAN THIS WEB SITE.

Any links to the Sites from other web sites must (i) link to the homepage of the Site, (ii) not display the content of the Site within a border or frame controlled by or displaying the content of the linking page, and (iii) be promptly removed at the request of Omgeo. Omgeo does not warrant the accuracy or completeness of any third party site that links to the Site.

VIRUSES
Omgeo will take commercially reasonable security measures to ensure that the Sites are secure from unauthorized access and use and is free of viruses and other malicious components. Notwithstanding the foregoing, Client acknowledges that unencrypted transmissions through the Internet are inherently unsecure, that virus protection software, firewalls and other security measures are not foolproof, and that the Sites is not invulnerable to fraud or hacking. Client acknowledges and agrees that it is up to Client to take precautions (including the use of anti-virus software) to ensure that information it selects for use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

OMGEO DOES NOT GUARANTEE THAT ACCESS TO THESE SITES, THE CONTENT, OR INFORMATION AVAILABLE THROUGH THESE SITES WILL BE UNINTERRUPTED, THAT THE SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITES CANNOT BE HACKED, TAMPERED WITH OR MALICIOUSLY ACCESSED BY THIRD-PARTIES. OMGEO MAKES NO EXPRESS OR IMPLIED WARRANTY AGAINST SUCH ACTIVITIES OR OCCURRENCES, AND SHALL NOT BE LIABLE, IN TORT, IN CONTRACT OR UNDER OTHER THEORY OF LIABILITY, FOR DIRECT, CONSEQUENTIAL OR OTHER DAMAGES RELATING THERETO, INCLUDING LOST PROFITS, LOST DATA OR OTHER DAMAGES CAUSED BY VIRUSES, TROJAN HORSES, WORMS, OR OTHER MALICIOUS COMPONENTS DESIGNED TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE, OR DATA, OR PERFORM ANY OTHER SIMILAR FUNCTION.


NO WARRANTY
UNLESS OTHERWISE NOTED IN OTHER PRODUCT/SERVICE SPECIFIC TERMS AND CONDITIONS, THE INFORMATION AND MATERIALS CONTAINED IN THESE SITES, INCLUDING TEXT, GRAPHICS, LINKS OR OTHER ITEMS ARE PROVIDED "AS IS", "AS AVAILABLE". OMGEO DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED OR STATUTORY INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUSES, IS GIVEN IN CONJUNCTION WITH THE INFORMATION AND MATERIALS. THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT SHALL NOT APPLY TO THESE TERMS AND CONDITIONS.

LIMITATION OF LIABILITY.
UNLESS OTHERWISE NOTED IN OTHER PRODUCT/SERVICE SPECIFIC TERMS AND CONDITIONS, IN NO EVENT WILL OMGEO BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THESE SITES OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR OTHER HARMFUL CODE OR LINE OR SYSTEM FAILURE, EVEN IF OMGEO, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

CLIENT HAS THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITES, THE CONTENT, OR INFORMATION POSTED ON THE SITES, AND AGREES TO HOLD OMGEO HARMLESS FROM, AND COVENANTS NOT TO SUE OMGEO FOR, ANY CLAIMS, INCLUDING CLAIMS FOR LOST DATA, WORK DELAYS OR LOST PROFITS, BASED ON OR RESULTING FROM USE OF THE SITES OR INFORMATION OR CONTENT FROM THE SITES.

SUBMISSIONS
All information submitted to Omgeo via the Sites (except for your information and any confidential data described in a product/service agreement which is subject to the privacy provisions set forth in these Terms and Conditions and the Terms and Conditions of the overriding product/service agreement) shall be deemed and remain the property of Omgeo and Omgeo shall be free to use, for any purpose, any idea, concepts, know-how or techniques contained in information a visitor to the Sites provides Omgeo through the Sites without compensation. Omgeo shall not be subject to any obligations of confidentiality regarding submitted information except as agreed by the Omgeo entity having the direct client relationship or as otherwise specifically agreed or required by law. Nothing contained herein shall be construed as limiting or reducing Omgeo's responsibilities and obligations to clients and/or users of the Sites in accordance with the Omgeo privacy provisions set forth above.

AVAILABILITY
This Sites are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

ADDITIONAL TERMS
Certain sections or pages on the Site or Omgeo products/services operating from these Sites may contain separate terms and conditions or Service Agreements, which are in addition to these Terms and Conditions. In the event of a conflict, the additional terms and conditions will govern for those sections, pages, products and services.

GOVERNING LAW
Use of these Sites shall be governed by all applicable Federal laws of the United States of America and the laws of the State of New York without regard to conflict of laws provisions. You hereby consent to the state or federal courts located in the State of New York, County of New York as the forum with exclusive jurisdiction and venue over any claim arising out of or relating to these Terms and Conditions.

GENERAL
The provisions of these Terms and Conditions are severable. If any such provision is determined to be unenforceable, such unenforceability will not affect any other provision of these Terms and Conditions, and these Terms and Conditions will be construed as if such unenforceable provision had not been contained herein or modified to the fullest extent permitted by applicable law. No waiver by Omgeo of any right under or provision of these Terms and Conditions will be deemed to be either a waiver of any other such right or provision or a waiver of that same right or provision at any other time.
 
[Omgeo LLC Web Site Terms and Conditions v.20160901]