Document Centre Terms Of Use

Your role in maintaining the security and privacy of information in the Document Centre.

We are committed to maintaining the security and privacy of information in the Document Centre, and you play an important role in helping us meet this obligation. Your Document Centre User ID is protected by your password. This is your secret password and is used to authenticate you as an authorised user of the Document Centre. Never reveal your username or password to anyone. You are accountable and responsible for any activity that takes place under your Document Centre User ID and password. Change your password regularly and use a different password than you use for other applications. Make it difficult for others to guess your password by using a combination of letters and numbers in your password. If you think someone knows your password, change it right away.

Last updated on July 20, 2012.

Each time you access the Document Centre, you acknowledge receipt of this notice and you accept and agree to be bound by and comply with these Terms and Conditions. If you do not accept these Terms and Conditions, do not access the Document Centre.

Please read the following Terms and Conditions carefully. These Terms and Conditions, as amended from time to time by RBC Investor & Treasury Services (as defined below), in its sole discretion, govern your access to, and use of, the online secure Document Centre.

The following are the terms and conditions (these ”Terms and Conditions"), which govern the use of the Document Centre by clients and their respective authorised representatives and agents (each hereinafter referred to as the “Client”) of RBC Investor Services Trust and its affiliates (collectively “RBC Investor & Treasury Services”). These Terms and Conditions constitute an agreement between the Client and RBC Investor & Treasury Services in respect of the Client’s use of the online secure Document Centre.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

The Client is a client of RBC Investor & Treasury Services who is making available to the Client the services offered through the Document Centre. The Client wishes to access and make use of the services offered through the Document Centre, which access and use may only be granted if the Client accepts and agrees to these Terms and Conditions. You represent that you are authorised to access the Document Centre on behalf the Client for the specific purposes and services for which you are accessing it and that you are authorised to accept these Terms and Conditions on behalf of the Client. After reviewing these Terms and Conditions carefully, you should indicate acceptance by the Client by clicking the button labelled "START" or by pressing "Enter" to complete the login process. You will not be allowed to access the Document Centre, or make use of any services through the Document Centre, until you have manifested assent to these Terms and Conditions on behalf of the Client by clicking on the "START" button or by pressing "Enter" to complete the login process. If the Client does not wish to accept these Terms and Conditions, you should not click on the "START" button nor press "Enter" to complete the login process.

These Terms and Conditions and the services accessible through the Document Centre and the information, material and content on the Document Centre ["Information"] may be changed from time to time by RBC Investor & Treasury Services by posting such changes to the Document Centre, without further notice to the Client. Any submission by you of an application, instruction or other request through the Document Centre is subject to acceptance by RBC Investor & Treasury Services or its subsidiaries in accordance with the term of your separate agreement for services with RBC Investor & Treasury Services or its subsidiaries in respect of the service that you are accessing. You should check the Revision Date to ensure you have reviewed the most recent version of these Terms and Conditions. Your acceptance, on behalf of the Client (by clicking on the "START" button or pressing "Enter" to complete the login process), will constitute an on-going acceptance of and agreement to these Terms and Conditions, as they may be amended from time to time by RBC Investor & Treasury Services. If at any time the Client does not wish to continue to accept these Terms and Conditions, the Client should notify RBC Investor & Treasury Services, in writing, and cease using the Document Centre, otherwise the Client will be deemed to have accepted these Terms and Conditions at all times.

The Information is for informational purposes only and is not intended to provide financial, investment, tax, legal, accounting or any other advice or recommendation to you, and should not be relied upon in that regard without first seeking the advice of a suitably qualified professional.

In order to access the services offered through the Document Centre, you must login by entering your User ID and password. The Client agrees that the foregoing access procedure is reasonable and accepts such access procedure. The Client will be fully responsible to protect against the unauthorised use of any User IDs, passwords, and similar security information as well as any unauthorised access to any personally identifiable information available in the Document Centre. RBC Investor & Treasury Services specifically disclaims any liability for such unauthorised use or access. The Client will establish and maintain such procedures as it deems necessary and appropriate to protect the confidentiality of all User IDs and passwords against any unauthorised use. The client will also be responsible to maintain an up-to-date listing of authorised users of the Document Centre. RBC Investor & Treasury Services may rely on the fact that any person using the foregoing access procedure is authorised by the Client to do so, and is authorised to access the specific reports being accessed through the Document Centre on behalf of the Client. If the client wishes to terminate access for a user, the client will immediately inform RBC Investor & Treasury Services. If RBC Investor & Treasury Services is not informed of any user access changes, RBC Investor & Treasury Services will not be liable for any unauthorised use or access by the user.

Notwithstanding the preceding paragraph, RBC Investor & Treasury Services has established security and privacy procedures for the general protection of Client information and transactions available through the Document Centre. The Client acknowledges that it has reviewed RBC Investor & Treasury Services' Security policy and agrees that the security procedures described therein are acceptable and reasonable.

For further information about RBC Investor & Treasury Services’ policy regarding the use of personally identifiable information, see RBC Investor & Treasury Services’ Privacy policy.

RBC Investor & Treasury Services MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE INFORMATION IN THE DOCUMENT CENTRE FOR ANY PURPOSE. ALL INFORMATION IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. RBC Investor & Treasury Services DISCLAIMS ANY WARRANTIES AND REPRESENTATIONS WITH REGARD TO THE INFORMATION, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

RBC Investor & Treasury Services EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT ANY AUTOMATED SYSTEM (AS DEFINED BELOW) WILL OPERATE UNINTERRUPTED OR BE ERROR FREE.

Although RBC Investor & Treasury Services attempts to keep the Information on the Document Centre accurate, RBC Investor & Treasury Services does not warrant that such Information is accurate, complete, or current at any time. Furthermore, certain Information available through the Document Centre is provided from third-party sources reasonably believed to be reliable. However, RBC Investor & Treasury Services also cannot guarantee that such third-party information is accurate, complete or current. RBC Investor & Treasury Services accepts no responsibility or liability of any kind for the accuracy, reliability, currency, or completeness of any such Information or third-party information, or for any action taken, or results obtained, from the use of any such Information or third-party information by the Client or any other party. It is the Client’s responsibility to independently verify any Information accessed, viewed, transmitted or extracted through the Document Centre before relying on it.

RBC Investor & Treasury Services has made reasonable efforts to ensure that the Document Centre application is virus free but cannot guarantee or warrant that it is virus free. RBC Investor & Treasury Services expressly disclaims any representation that the Document Centre application is virus free. You have sole responsibility for adequate protection and backup of data and/or equipment and for taking reasonable and appropriate precautions to scan for computer viruses or other destructive properties.

No endorsement or approval of any third parties or their advice, opinions, information, products or services is expressed or implied by any Information.

The Client understands that the use of the internet and other automated systems that provide the Client with internet access to the services available through the Document Centre (collectively, the "Automated Systems") entails risks, including, but not limited to, interruptions of service, system or communications failures, delays in service, errors or omissions in information provided, errors in the design or functioning of such Automated Systems and corruption of the Client's data or systems (collectively, a "System Failure"), that could cause substantial damage, expense or liability to the Client.

RBC Investor & Treasury Services WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SYSTEM FAILURE. IN NO EVENT WILL RBC Investor & Treasury Services BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS ARISING OUT OF OR RELATING TO THE SERVICES AVAILABLE THROUGH THE DOCUMENT CENTRE OR THE USE, COPYING, OR DISPLAY OF INFORMATION ACCESSED THROUGH THE DOCUMENT CENTRE, WHETHER OR NOT RBC Investor & Treasury Services WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER OF LIABILITY IS EFFECTIVE WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY.

Without limiting the foregoing, RBC Investor & Treasury Services will not be liable for any losses or damages incurred as a result of any information or confidential information submitted to it through the Document Centre or for its transmission of information or confidential information to any person(s) or entity(ies) as a result of a request for such transmission reasonably believed by RBC Investor & Treasury Services to have been appropriately made by such person or entity in accordance with these Terms and Conditions.

RBC Investor & Treasury Services will not be liable for any losses or damages incurred by the Client or any other party as a result of any alteration or modification by the Client of any information, in any format or media, transmitted to the client or extracted by the Client via the Document Centre.

Without limiting the foregoing, RBC Investor & Treasury Services will not have liability for the actual or alleged insufficient exercise of care in selecting, monitoring or operating any Automated System, for any failure or delay in informing the Client of any System Failure or in taking action to prevent or correct any such System Failure. RBC Investor & Treasury Services has no responsibility to inform the Client of (i) any decision to use, not to use or cease using any Automated System, (ii) the characteristics, function, design or purpose of any Automated System, or (iii) any specific risks inherent in any Automated System.

You are authorised to provide such indemnity and hereby agree, on behalf of the Client, to indemnify and save harmless RBC Investor & Treasury Services, its affiliates, subsidiaries and branches and their respective, directors, officers and employees from and against all costs, expenses, (including reasonable costs of litigation and reasonable legal fees and expenses), damages, claims, actions, demands, and liabilities, which arise or may arise out of the Client's use of the Document Centre or the Information.

On behalf of the Client, you agree that the foregoing disclaimers, limitations of liability and indemnity are part of the agreement between the parties, and acknowledge that without such protections RBC Investor & Treasury Services would not have offered the services accessible through the Document Centre or would have done so only on significantly different terms.

The services available through the Document Centre are offered only in jurisdictions where they may be lawfully offered and are subject to the terms of and governed by the applicable agreement(s) between the Client and RBC Investor & Treasury Services. ALL SERVICES MENTIONED IN THE DOCUMENT CENTRE MAY NOT BE AVAILABLE IN ALL JURISDICTIONS.

These Terms and Conditions will be governed by and interpreted pursuant to the laws of the Province of Ontario, Canada, notwithstanding any principles of conflicts of law. On behalf of the Client, you agree to be bound by all applicable laws and regulations that may pertain to the Document Centre. The parties irrevocably submit and attorn to the jurisdiction of the courts of the Province of Ontario, Canada for all matters arising out of or relating to these Terms and Conditions.

These Terms and Conditions, together with any applicable agreement(s) between the Client and RBC Investor & Treasury Services, set forth the entire agreement between RBC Investor & Treasury Services and the Client relating to the use of the Document Centre. The Client may not alter these Terms and Conditions without the express written consent of RBC Investor & Treasury Services. If any part of these Terms and Conditions is held unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.