Welcome to the Eleves Website .The following Terms and Conditions govern your use of the Site. These Terms and Conditions were last modified in May 2011.
These Terms and Conditions are a binding agreement between you and Eleves. By clicking "I have Read and Accepted the Terms and Conditions of this Site" on the registration page, you accept and agree to be bound by these Terms and Conditions as they relate to the Equity Plan Securities (as defined below in Section 22) of your Company policy.This Site is not intended to provide personalized investment advice or tax advice to you.
- Parties. As used here, the term "you" and "your" shall mean you, as a user of the Site. All references to "we", "us" or "our" shall refer to Eleves a registered Investment Company in U.K. who operates the Site. The Site is provided by Eleves and is not intended to be provided to and may not be used by any party in any jurisdiction where the provision or use thereof is contrary to applicable laws, rules or regulations ("Applicable Law").
- Responsibility.We are not responsible for the timeliness, sequence, accuracy, completeness or discontinuation of stock market data obtained by Eleves from market data providers, for the information contained on the Site and the online services you use on the Site, or for any viruses or codes that may disrupt your use of this Site or damage your hardware or software as a result of using this Site, (each a "Malfunction"), except to the extent that we have actual knowledge of such Malfunction and the cause, correction and removal of such Malfunction is within Eleves’s reasonable control and we have failed to correct or remove such Malfunction from the Site within a reasonable time. Eleves’s is not responsible for any price or other investment assumptions you may make when using any "Calculator" or "Modeling Tool" feature on the Site, and there can be no assurance that any assumptions you make can actually be achieved.
- Unauthorized Uses. Because all servers have limited capacity and may be used by many people, do not use the Site in any manner that could damage or overburden any Eleves’s server. You agree not to use the Site in any manner that would interfere with any other party's use of the Site.
- Change to Terms and Conditions. Your use of the Site is governed by the version of the Terms and Conditions in effect on each date the Site is accessed by you. Eleves may modify these Terms and Conditions at any time and without prior notice.
- Termination of Access. We may terminate your access to the Site for any reason, without prior notice at any time. We may discontinue or change at any time any of the online services available through the Site. You may not use this Site to exercise your Options, or sell shares of Company stock resulting from each such exercise, or sell shares of vested restricted stock if you are: a permanent resident of any non-U.K.jurisdiction listed in the U.K.Treasury's a ten percent shareholder of the Company's stock, or a director or an "executive officer" of the Company for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules thereunder; or an "affiliate" of the Company for purposes of Rule 144 of the Securities and Exchange Commission.
- Timeliness of Content. All content on the Site is presented only as of the date published or indicated and may be superseded by subsequent market events or for other reasons. You are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.
- Responsibility for Use of Passwords. You agree to maintain the confidentiality of the User Name, Password and Voice PIN that we have assigned to you and to notify Eleves in the event your User Email and Password are lost or stolen, or you become aware of an unauthorized use or transfer of your User Email and Password.We will not be financially responsible for any costs or damages to you caused by the loss, theft or the unauthorized use or transfer of your User Email and Password, unless such loss, theft or unauthorized use is directly and proximately caused by our negligence, bad faith or willful misconduct.
- Use of E-mail or Instant Messaging. You agree not to use the e-mail facility on this Site or any other e-mail facility or any Instant Messaging tool (collectively "E-mail") to transmit personal credit or financial information to us, to change your User Email and Password, to authorize the transfer of funds or to give Eleves time-sensitive instructions. You also agree that we will not be liable for any delays or financial losses that result from or relate to any E-mail message that you send to us for an unauthorized purpose.
- DISCLAIMER OF WARRANTIES. Eleves expressly disclaims all express and implied warranties with respect to this Site, including warranties of merchantability and fitness for a particular purpose and error-free and uninterrupted services.
- Your Indemnification Obligations: You agree to indemnify Eleves against and hold Eleves harmless from any claims, losses, causes of action, damages or expenses (including legal fees) arising from or as a result of: (a) MSSB following Instructions (as defined in Section 22 below); (b) your failure to comply with these Terms and Conditions; or (c) for an unauthorized use of this Site. You also agree that under no circumstances will Eleves be responsible for consequential, incidental, special or punitive damages (even if such damages could reasonably be foreseen), or for any loss caused by events not within our control.
- Third Party Beneficiaries. We require permission from each of the national securities exchanges and the national securities association for the over-the-counter securities markets ("Securities Markets") to make available to you market data relating to securities ("Affected Securities") that are listed on such Securities Markets. In this context, market data includes last sale prices and bid and asked quotations. In connection with obtaining such permission, you understand and agree that these Terms and Conditions confer third-party beneficiary status on each of the Securities Markets that make available market data relating to Affected Securities. In authorizing us to take any action, or to receive any communication, these Terms and Conditions authorize Eleves to act on its own behalf and on behalf of the Securities Markets. Each Securities Market may enforce these Terms and Conditions as to market data that it makes available, by legal proceedings or otherwise, against you or any person that obtains and uses market data improperly, unlawfully, or in any other way that these Terms and Conditions do not permit. No act or omission on the part of us and no other defense that might defeat recovery by us against you shall affect the rights of the Securities Markets as third-party beneficiaries under these Terms and Conditions.
- Authentication Procedures. Collection and use of information about you for authentication procedures are part of the log on process for Participants registered to use the Site. The process is intended to assess the authenticity of a request by registered users to access, transact business through, or otherwise use the Site. A combination of multiple authentication elements about you such as your individual and user information, transactional data, session surveillance, and IP information, may be collected and used by us in a manner that will generally be transparent to you during your sessions on the Site. If the authentication elements do not meet our satisfaction at any time as determined by us in our sole discretion, you may be required to pass through additional authentication assessments such as supplying specific answers to challenge questions or other procedures. If you fail the additional authentication assessments, Eleves has the right to not act upon a transaction or issue any payment following a transaction. We will collect and use information from or about you for such assessments, procedures and other administrative and business reasons as we may determine from time to time.
- Electronic Delivery. By selecting "ENROLL IN E-DELIVERY" and clicking "I Have Read and Accepted the Terms and Conditions of this Site" on the previous page, you are providing your informed and positive consent and give blanket authorization to discontinue hard-copy delivery of all documents relating to your Eleves account(s) and begin electronic delivery to the email address Eleves has on file as well as receiving any Eleves communications by E-mail, or through other electronic delivery channels as authorized by you and in accordance with applicable law. If Eleves does not have an E-Mail address, or other electronic delivery contact information, on file, you will continue to receive hard-copy delivery. Documents include but are not limited to account statements, trade confirmations, and all documents that may be added to eDelivery in the future, including selected IRS authorized tax documents (such as Form 1099) and general correspondence (collectively "eDelivery Documents"). When you enroll in eDelivery, you provide global consent to the electronic delivery of all documents relating to your Eleves account(s) and will not have the ability to customize eDelivery for certain documents. Notwithstanding any previous customization by you, Eleves retains the right, with notice to you, to reset any preferences you may have customized to include eDelivery of all eDelivery Documents, or any one or more eDelivery Documents. Notwithstanding your eDelivery enrollment, you may receive certain documents in hard copy if materials are not available in electronic format, at Eleves sole discretion, or at the Company's request. You are consenting to receive eDelivery Documents electronically by accessing them on a Eleves Site after being electronically notified at the electronic address you provide, or through other electronic delivery channels as authorized by you and in accordance with applicable law. If you wish to modify your enrollment instructions, or decide at any time that you want to discontinue electronic delivery, you can do so online at the Site or by contacting your Financial Advisor or the Service Center.
We will use the E-mail address Eleves has on file, or such other electronic delivery contact information you may provide, to send you communications or notifications of document availability for all selected accounts and document types for you. Contact us immediately if you have any difficulty accessing your account documents electronically or if you have any questions about your eDelivery instructions. To ensure uninterrupted document delivery, update your E-mail address, or such other electronic delivery contact information you may provide, on the Site if your eDelivery contact information changes, or contact us immediately. We will send you a confirmation E-mail when we receive your request to update your eDelivery contact information. If you fail to update your E-mail address or such other electronic contact information or otherwise become unable to receive notification to your E-mail address, documents relating to your Eleves account are available on the Site.
If at any time we are unable to deliver notifications to your E-mail address, or through other electronic delivery channels as authorized by you and in accordance with applicable law, we will notify you by mail. Depending on the reason for the delivery failure, we may immediately suspend eDelivery for the accounts and documents enrolled under your username/email address, resulting in physical delivery of new account documents until such time that you revalidate your E-mail address, or such other electronic delivery contact information you may provide.
Certain risks are associated with the transmission of confidential information, eDelivery notifications, and other communications through the Internet including but not limited to unauthorized access, systems outages, delays, disruptions in telecommunications services and the Internet. E-mail and other electronic delivery channels are not private or secure. The eDelivery notices sent to you by E-mail, or through other electronic delivery channels as authorized by you and in accordance with applicable law, are not encrypted. Although such eDelivery notices are not intended to contain personally identifiable information, they may contain in their design part or all of your name or other identifier that could be seen or intercepted by others if delivered to your business email address or other computers or electronic devices not exclusively under your control. You understand and agree that you will not respond to the electronic delivery notice by return email, or use it to request information, service, paper copies or other items or to revoke consent. Eleves will not be responsible to act upon requests made in this manner.
You must maintain the ability to receive E-mail and access and open electronic documents. There are minimum computer (or other electronic device) hardware and software requirements necessary to receive and view your electronic documents, including, but not limited to, an internet connection and internet browsing software. You may request a paper copy of any document delivered through eDelivery but you may incur a charge for that copy. Eleves will maintain an electronically accessible archive of your account documents on our secure client website for 7 years after document publication. If you wish to retain documents for a longer period of time, you are responsible for archiving beyond 7 years.
- Usage and Proprietary Rights. You are granted a personal, limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to use the Site. This Site is for your personal use only and its contents are protected by applicable copyright, trademark, patent and other intellectual property laws. You have no ownership right in the online services or Site and you receive no copyright or any other intellectual property right in or to the Site or to the online services. You may not copy, distribute, modify, port or frame-in the Site, including any text, graphics, video, audio, software code, user interface design or logos.
- Miscellaneous. Any cause of action with respect to the Site must be commenced within one year, after the claim or cause of action arises. If for any reason a court or competent jurisdictions finds any provision of these Terms and Conditions, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. The rights and remedies of the parties hereunder are cumulative and are in addition to, and not in lieu of, all rights and remedies available at law and in equity.
- Assignment. You agree not to assign your rights under these Terms and Conditions to any person or entity without our prior written consent. These Terms and Conditions are binding upon your successors, heirs and assigns, and may be modified only by us. Eleves may assign or delegate any or all of its rights or obligations under these Terms and Conditions to a company affiliated with, or a successor to Eleves or to any assignee to which Eleves determines to assign all or part of its business relating to services of this kind.
- Non-U.K.Residents/International Users. The services do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to such services in certain jurisdictions outside the United Kingdom where Eleves is not registered.
The services are made available to you only because you have or may receive Equity Plan Securities of your Company and your Company has engaged Eleves to provide services relating to those Equity Plan Securities. Our online services available through the Site are U.K based and are controlled, operated and administered by Eleves from our offices within the U.K and made available to you on an unsolicited basis, without any marketing or promotion regarding these online services to you from Eleves or its personnel. Eleves does not offer this Site or the online services to individuals directly and outside the context of Eleves.
- Governing Law. To the maximum extent permitted by Applicable Law,
- these Terms and Conditions shall be governed by and construed in accordance with the law of the State and the
- the exclusive jurisdiction for any action or proceeding arising out of or related to these Terms and Conditions shall be a state of federal court located in the County.You hereby irrevocably waive any right you may have under any Applicable Law to a jury trial.
- Notice. Any notices or other communications required or permitted to be given or delivered under these Terms and Conditions by us to you shall be provided through the Site, by E-mail, or in writing to your address we have on file. Any notices or other communications required or permitted to be given or delivered under these Terms and Conditions by to you to us shall be provided in writing to us. Notices transmitted electronically (E-mail) shall be effective upon transmission, provided that such notice is properly addressed; all other notices shall be effective upon receipt.
- Arbitration. These Terms and Conditions contain a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows:
- all parties to these Terms and Conditions are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed;
- arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited;
- the ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings;
- the arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date;
- the panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry;
- the rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court; and
- the rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into these Terms and Conditions.
If you are a non-resident of the U.K., you agree to arbitrate disputes as described herein and expressly reject the jurisdiction of your home country courts and the applicability of your home country laws.
You agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between you and Eleves and/or any of its present or former officers, directors, or employees concerning or arising from (i) any account maintained by you with Eleves individually or jointly with others in any capacity; (ii) any transaction involving Eleves or any predecessor or successor firms by merger, acquisition or other business combination and you, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agreement between you and us, any duty arising from the business of Eleves or otherwise shall be determined by arbitration before, and only before, any self-regulatory organization or exchange of which Eleves is a member. You may elect which of these arbitration forums shall hear the matter by sending a registered letter or other written communication addressed to Eleves at 1633 Broadway, 26th Floor, Uk10009, Attn: Legal and Compliance Division. If you fail to make such election before the expiration of five (5) days after receipt of a written request from Eleves to make such election, Eleves shall have the right to choose the forum. All claims advanced in arbitration must be brought within the federal or state statute of limitations or other time limits that otherwise govern if the claim was brought in a federal or state court of competent jurisdiction.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
- the class certification is denied;
- the class is decertified; or
- the person is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms and Conditions except to the extent stated herein.
The statute of limitations applicable to any claims, whether brought in arbitration or in a court of competent jurisdiction shall be that which would be applied by the courts in the state in which you reside or if you do not reside in the United Kingdom,the statute of limitation shall be that which would be applied by the courts in the state where the Eleves office servicing your account is located.
You further agree that, if you are a non-resident of the U.K., you will submit to the jurisdiction of the chosen arbitration forum and will be bound by its determination thereby waiving any prior, simultaneous or subsequent actions or proceedings in any non-U.K. forums and also waiving any claims based on non-U.K. laws or regulations.
- Transaction Authorization. You unconditionally and irrevocably authorize Eleves to rely and act on any instruction given to it from time to time by yourself or your Company, including telephonic or electronic instructions ("Instructions") and to do any and all acts as Eleves considers necessary or advisable to effect such Instructions. Furthermore, Eleves is authorized to act on your Instructions to: (a) communicate your Instructions to the Company, which shall have the same legal effect as if you had delivered in good form to the Company a Eleves "Stock Option Exercise Notice and Payment Authorization" form or other required notice and by placing an exercise order through such Instructions, you are irrevocably choosing to exercise your options and you are directing your Company to deliver the necessary shares to Eleves to be delivered into your account ; (b) accept delivery for your account from the Company the securities underlying or related to the transaction (the "Equity Plan Securities"); (c) deliver payment or securities to the Company in an amount to cover the aggregate exercise cost, fees and any required withholding taxes provided that you will deliver to Eleves any cash or securities required to complete the transaction; and (d) if included in your Instructions, sell the Equity Plan Securities as your agent. You understand and agree Eleves (i) is not responsible for any payment associated with the Stock Option Exercise, (ii) cannot guarantee payment or distribution of payment for the Stock Option Exercise transaction, (iii) cannot be held responsible for a transaction that is cancelled or void due to stock delivery failure, blackout periods or instructions from the Company that the transaction will not be completed; (iv) may not process your request immediately upon receipt of your Instructions and Company share prices may fluctuate. You agree and understand that your Instructions are irrevocable and your Instructions shall constitute authorization for Eleves, acting upon your Instructions, to exercise or sell Equity Plan Securities or simultaneously purchase and sell the Equity Plan Securities. Eleves is authorized to provide the Company with information on exercise, sale and sale price in relation to these transactions. Eleves is also authorized to rely without further investigation on these Terms and Conditions as conclusive evidence of your irrevocable election to exercise stock options in accordance with and subject to the terms, provisions, and conditions of the Company's Equity Plan, to all of which you hereby expressly consent.
- Transaction Payments. If you have received payment of funds or securities to which you were not entitled or to which you are subsequently not entitled ("erroneous payment"), you agree to notify us as soon as you learn of such erroneous payment and you further agree not to remove any such erroneous payment from your account, and to return the entire erroneous payment to us. You agree that you are required to return the full amount of the erroneous payment to us, notwithstanding any oral representations to the contrary made by any of our personnel.
If you fail to return the erroneous payment, we shall have the right to remove an amount equal to the erroneous payment from your account and to liquidate, at our sole discretion, any of your assets held by us to satisfy your obligations to return any such erroneous payment. If we cannot remove the erroneous payment from your account and you fail to return the full amount of the erroneous payment, you will be liable to us not only for the amount of the erroneous payment but also for any interest and expenses, including reasonable attorneys' fees associated with the recovery of the erroneous payment.
- Termination of Employment; Issuer Termination of Eleves’s Services. You agree that in the event your employment with your Company is terminated or if your Company terminates Eleves’s services, we shall have the right to charge you any reasonable account and services fees to maintain your account. If you fail to make payment for such account and services fees, we shall have the right to assess such payment from any assets you may have in your account in accordance with Section 27 below. Further, you authorize us to and you agree that we may, in our discretion, transfer any Equity Plan Securities you hold in your account to your Company's transfer agent. You also authorize us to and you agree that we may, in our discretion, transfer any Equity Plan Securities to another service provider upon your Company's Instructions to us, and such Instructions may include, but are not limited to, the number of shares to transfer, the name of the receiving firm and the account title, account number and DTC# at the receiving firm. In connection with the foregoing transfers of Equity Plan Securities, you authorize us to any liquidate fractional shares and mail you a check for the proceeds to the extent that such fractional shares cannot be transferred.
- UK Patriot Act Notice (The Uniting and Strengthening UK by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub 1. No 105-56 (2001)). To help the U.K. government fight the funding of terrorism and money laundering activities, U.K. law requires all U.K. financial institutions to obtain, verify, and record information that identifies each individual or institution that opens an account or establishes a customer relationship with Eleves. If you enter into a new customer relationship with Eleves, Eleves will ask for your Names, Email (as applicable) and other identification information. This information will be used to verify your identity. As appropriate, Eleves may, in its discretion, ask for additional documentation or information. If all required documentation or information is not provided, Eleves may be unable to open an account or maintain a relationship with you.
- Politically Exposed Person ("PEP"). A "Politically Exposed Person" is a natural person currently or formally entrusted with a senior public role or function (e.g., a senior official in the executive, legislative, military, administrative or judicial branches of government), an immediate family member of a prominent public figure, or a known close associate of a prominent public figure. Immediate family members are defined as the spouse/partner, parent, grandparent, sibling, child, step-child, or in-law of the prominent public figure, in particular financial advisors or person acting in a fiduciary capacity. You agree that you are not a PEP and if you are or have been you agree to disclose that fact to Eleves and provide the necessary information required by law to open and/or to service your account. You also represent that your account will not be used for any transactions that would violate, or cause Eleves to violate any economic or trade sanctions applicable to your or Eleves, including without limitation any prohibited transaction with, or for the benefit of any Sanctions Target. For these purposes, "Sanctions Target" includes any person, entity or country that is the subject of any sanctions issued, administered or enforced by, as applicable:
- the U.K Treasury Department's Office of Foreign Assets Control ("OFA"), including, but not limited to, any person or entity designated on OFAC's Specially Designated Nationals and Blocked Persons List;
- the United Nations Security Council;
- the European Union; or
- HM Treasury (United Kingdom).
Request for Trusted Contact Information and Authorization. Eleves requests that you provide the name and contact information for a trusted contact person(s) ("Trusted Contact") for your account(s). A Trusted Contact must be an individual over the age of 18 years. While not required, if you would like to add one or more Trusted Contacts to your account(s), please contact a member of your Eleves team, including the Financial Advisor team or Service Center listed on your account documents.
If you choose to provide Eleves with one or more Trusted Contacts, you are authorizing Eleves, in its discretion , to contact your Trusted Contact(s) and disclose information about you and/or your account(s) in order to address possible financial exploitation, confirm the specifics of your current contact information, health status, and/or the identity of any legal guardian, executor, trustee or holder of a power of attorney or as otherwise permitted by the Rules of the Financial Industry Regulatory Authority. You may remove and/or change any or all of your Trusted Contacts at any time by providing Eleves with written and signed notice of such changes.
Your Trusted Contact(s) will have no trading authority or power of attorney over your account(s) and will not be authorized to make any decisions on your behalf regarding your account(s).
U.K. Tax Form Authorization. I authorize Eleves to apply my U.K. tax form to my other Eleves accounts where applicable. I understand I can change this authorization by contacting the Service Center at Support@eleves.org
- Undeliverable Mail. If at any time we are unable to deliver documents to you by mail, including because your account(s) at Eleves are deemed undeliverable as a result of mail sent to your address of record being returned to Eleves, we retain the right, with or without notice to you, to
- convert your delivery preference from hard copy to eDelivery, using the E-mail address, or such other electronic delivery contact information, Eleves has on file,
- convert your dividend reinvestment preference from reinvestment to cash (or from cash to dividend reinvestment), and
- convert your proceeds and/or cash dividend delivery preference from check to deposit in a Eleves account, including account(s) maintained at Eleves in relation to our provision of Stock Plan Services to your Company.