TERMS OF USE FOR ISS WEBSITE

By accessing this website located at issgovernance.com and any other domains operated by Institutional Shareholder Services Inc. and/or its subsidiaries (collectively, “ISS”), you are indicating that you have read, acknowledge and assent to be bound by these Terms of Use. ISS reserves the right to changes these Terms of Use and you are responsible for regularly reviewing these Terms of Use. Your continued use of this website constitutes your agreement to all such terms, conditions and notices.

Information made Available through this Service

Certain sections of, or pages on this, website may contain separate terms and conditions, which are in addition to these Terms of Use. You should read those additional terms and conditions carefully. By accessing such sections or pages, you agree to be bound by those additional terms and conditions. In the event of a conflict, those additional terms and conditions will govern for your use of those sections or pages. Similarly, the use of ISS password-protected service products, client applications and other products and services may also be governed by separate terms and conditions. In the event of a conflict, those additional terms and conditions shall govern your use of those password-protected service products, client applications and other products and services.

Unauthorized use of the website and ISS’ systems, including, but not limited to, unauthorized entry into ISS’ systems, misuse of passwords or misuse of any other information, is strictly prohibited. You may not use the website in any manner that could damage, disable, overburden, or impair the website or service or interfere with any other party’s use and enjoyment of the website or service. You may not attempt to gain unauthorized access to the website or service, computer systems or networks connected to any the website or service, through hacking, password mining or any other means. You may not use any system or software to extract data from the website.

ISS reserves the right, in its sole discretion, without any obligation and without any notice requirement and for any reason, to change, improve or correct the information and materials on this website and to suspend and/or deny access to this website or portions thereof for scheduled or unscheduled maintenance, upgrades, improvements, corrections or otherwise. Any dated information is published as of its date only, and ISS does not undertake any obligation or responsibility to update or amend any such information. ISS may discontinue or change any product, service, information or material described in or offered on this website at any time.

These terms of use are not intended to, and will not, transfer or grant any rights in or to the information or material available on the website other than those which are specifically described herein, and all rights not expressly granted herein are reserved by ISS or the third party providers from whom ISS has obtained the information or materials.

You agree that you will not engage in any activities related to this website that are contrary to applicable laws or regulations.

Unless expressly included in any other agreement between ISS and you, you agree that the requirements of the E-Commerce Directive (2000/31/EC) as implemented are excluded to the fullest extent permissible by law with respect to your access to and use of the website.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the ISS website, you warrant to ISS that you will not use the ISS website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the ISS website in any manner which could damage, disable, overburden, or impair the ISS website or interfere with any other party’s use and enjoyment of the ISS website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the ISS website.

Disclaimer of Warranties

NO WARRANTY AS TO CONTENT: ALTHOUGH ISS SHALL OBTAIN INFORMATION FOR INCLUSION IN THE SERVICE FROM SOURCES THAT ISS CONSIDERS RELIABLE, THE WEBSITE IS PROVIDED TO YOU “AS IS” AND NEITHER ISS, ANY OF ITS AFFILIATES, ANY OF ITS OR THEIR DIRECT OR INDIRECT INFORMATION PROVIDERS NOR ANY THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING THE SERVICE (COLLECTIVELY, THE “ISS PARTIES”) MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE, THE TIMELINESS THEREOF, THE RESULTS TO BE OBTAINED BY THE USE THEREOF OR ANY OTHER MATTER. FURTHER, THE ISS PARTIES EXPRESSLY DISCLAIM, AND YOU WAIVE, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NO WARRANTY AS TO SECURITY: ISS WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT COULD RESULT FROM INTERCEPTION BY THIRD PARTIES OF ANY INFORMATION MADE AVAILABLE TO YOU VIA THIS WEBSITE.

Limitation of Liability

Neither ISS, nor any of its affiliates, directors, officers or employees, nor its successors or assigns, nor any third-party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur, arising from any failure or interruption of this website, or resulting from the act or omission of any other party involved in making this website, the data contained herein or the products or services offered on this website available to you, or from any other cause relating to your access to, inability to access, or use of the website or the data contained herein, whether or not the circumstances giving rise to such cause may have been within the control of ISS or of any vendor providing software or services. In no event will ISS or any such parties be liable to you for any direct, special, indirect, consequential, punitive, exemplary or incidental damages or any other damages of any kind even if ISS or any other such party has been advised of the possibility thereof.

This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user’s equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g. you cannot access your Internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure.

Where any applicable law does not allow the limitation of liability in the manner described above, ISS’ total liability to you for all damages, loss and causes of action (whether in contract or in tort, including gross negligence) shall not exceed the amount paid by you, if any, for accessing the website.

No Representations made as to Other Sites or Links

The website may contain links to other third party websites (“Linked Sites”). The Linked Sites are not under the control of ISS and ISS is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. ISS is not responsible for webcasting or any other form of transmission received from any Linked Site. ISS is providing links to Linked Sites only as a convenience, and the inclusion of any link does not imply endorsement by ISS of the site or any association with its operators.

Content not to be construed as solicitation or recommendation; no investment advice

The material on the website is for informational purposes only, and is not an offer or recommendation to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular trading strategy nor is it a solicitation of a proxy nor intended to solicit a proxy. Further, none of the information and material on the website is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction.

Proprietary Rights

All right, title and interest in this website and all content contained herein is the exclusive property of ISS, except as otherwise stated. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, decompile, recompile, reverse engineer, upload to, create derivative works from, transfer, or otherwise use or exploit in whole or in part any information, software, products or services obtained from this website, except for the purposes expressly provided herein, without ISS’ prior written approval. If you download any information or software from this website, you agree that you will not remove or obscure any copyright or other notices or legends contained therein.

All marks and logos used on the website (including the names of all ISS products) are trademarks and service marks of ISS or its subsidiaries. The names of other companies and third-party products or services mentioned herein may be the trademarks or service marks of their respective owners. You are prohibited from using any marks for any purpose including, but not limited to, use as metatags on other pages or sites on the Internet without the written permission of ISS or such third party which may own the marks.

Termination

You agree that, without notice, ISS may terminate these terms of use, or suspend your access to the website with or without cause at any time and effective immediately, subject to any applicable law or regulation. Upon such termination, you must discontinue your use of the website and promptly destroy all materials obtained via the website and any copies thereof.

Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial

These terms of use shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any suit, action or proceeding arising out of or related to these terms of use shall be in an appropriate state or federal court located in Montgomery County, Maryland (USA), and the parties irrevocably waive any objection they may now or hereafter have to the laying of venue of any such suit, action or proceedings in such a court, and irrevocably waive any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

The parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have arising out of your use of this site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of these terms of use to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these terms of use, and the remainder of the terms of use shall continue in full force and effect. The terms of use constitute the terms between ISS and you arising out of this site and it supersedes all prior or contemporaneous communications, agreements and understandings between ISS and you arising out of the subject matter hereof. A printed version of these terms of use shall be admissible in judicial or administrative proceedings.

You represent, warrant and covenant that (i) you have the power and authority to enter into this agreement; and (ii) you are at least eighteen (18) years of age.

Designated Agent

Pursuant to Section 512(c)(2) of the Copyright Act, ISS designates the following agent to receive notifications of claimed infringement: Steven Friedman, Institutional Shareholder Services Inc., 702 King Farm Blvd., Suite 400, Rockville, Maryland 20850, USA; fax: +1 301 556-0491; steven.friedman@issgovernance.com

This version of the Terms of Use is effective May 1, 2014.