Please review the following conditions, then click "I Agree" to continue.

1. Terms of Use of Site

This website, Form345.com, and the Section 16 Forms 3, 4, 5 application and the services provided from the site (collectively, the “Site”) are owned and operated by Colonial Stock Transfer Company, Inc. ("CST"), except if otherwise indicated. By accessing and using the Site, you agree to be bound, and to bind your company, by this Terms and Conditions of Use Agreement (“Agreement”). CST reserves the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Agreement constitutes acceptance of those changes. Please read the Agreement carefully before registering your account or using the services provided on this Site. By selecting "I Agree", you agree to be bound by the Agreement and represent you have the authority to contract on behalf of the entity you represent. If you do not agree with the Agreement, click "I do not Agree" and you will not be permitted to access the Site. If you do not agree with any part of this Agreement, you must not use this Site.

2. Intellectual Property and Copyright

You, the User, acknowledge that all contents and all materials displayed on this Site or otherwise accessible through the Site, and the selection and arrangement of information including included on this Site, including the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, maps, designs, icons, written and other material and compilations (the “Content”) are protected by copyright law, and are owned by CST, or as otherwise noted to the contrary. The unauthorized use, modification or copying of the Content may violate copyright, trademark, and other laws that protect the intellectual property of CST and named or unnamed third parties. This Agreement does not convey to you any rights of ownership in or related to the Site, the Site’s technology, or Intellectual Property Rights owned by CST. The reproduction or storage of information or works retrieved from this Site, in all forms, media and technologies now existing or hereafter developed, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code.

3. Appointment

CST, operator of Form345.com, provides Securities and Exchange Commission (“SEC”) filing solutions and services for publicly traded companies and SEC filing agents. Such services and solutions include the conversion and submission of documents into Electronic Data Gathering Analysis and Retrieval (“EDGAR”) formats onto the SEC EDGAR database (“the SEC Filing Services”). Through using this Site, the User acknowledges and appoints CST to act as an SEC Filing Services Agent and provide SEC Filing Services for the User, its entities, related parties, and/or clients as the User represents upon the Agreement set forth herein.

4. User Responsibilities

You are fully responsible for the contents of your transmissions through our Services. Form345.com simply acts as a passive conduit for you to submit your Section 16 Forms 3, 4, and 5 to the SEC. However, CST reserves the right to take any action with respect to the Services that CST deems necessary or appropriate in its sole discretion, if CST believes you or your information may create liability for CST, compromise or disrupt the Services for you or other Users, or cause CST to lose (in whole or in part) the services of CST or its suppliers. You are responsible for all the activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site, including those related to data privacy, international communications and the transmission of technical or personal data. You represent that you are of sufficient legal age and authorized to create binding legal obligations for yourself or your employer with respect to any liability you may incur as result of your use of this Site. You agree to promptly update your membership information (if applicable) in order to keep it current, complete and accurate. You shall:

1. Notify CST immediately of any unauthorized use of any password or account or any other known or suspected breach of security
2. report to CST immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users
3. not impersonate another CST user or provide false identity information to gain access to or use the Site. Please be aware that even if you do not give us your real name, your web browser transmits a unique Internet address to us that can be used by law enforcement officials to identify you.

User agrees to follow and be bound by CST’s SEC Filing Services process as outlined on the Site. User agrees that CST should not be relied on nor is responsible for the accuracy, truthfulness, or completeness of any documents filed to the SEC by or on behalf of the User. User accepts full responsibility for reviewing the information, formatting and document presenation, and any other content in any documents to be filed with the SEC and verifying that such information is true, accurate and complete prior to filing to the SEC.

5. Payment Terms

In consideration for the Service to be provided by CST, User agrees to pay the recurring subscription fees set forth on its invoice or as listed on its online account (the “Subscription Fees”). Paid Subscription Fees are non-refundable. User acknowledges that from time to time, account access to the service will be blocked or suspended. User’s payment obligations continue regardless of whether their account is blocked or suspended. In consideration for the SEC Filing Services to be provided by CST, if any, User agrees to pay the fees set forth as provided to User by CST, (the “Professional Fees,” together with the Subscription Fees, the “Fees”). Payments for Fees and reimbursements for expenses, if any, will be billed at the time of service, or on a recurring basis and will be due immediately upon receipt of invoice; or may be pre-paid in advance; or otherwise may be paid pursuant to the terms set forth in the Invoice. If User is paying for the Services with a credit card, User hereby authorizes CST to charge such credit card for Fees on a regular basis until such time as User’s account is terminated. If User is paying for the Services by credit card and such credit card is declined, CST will send User notice thereof to User’s email address on record. If User misses a payment, CST may notify User by phone or mail, but has no obligation to do so. Any payment due and not received by CST by the due date may be subject, at CST’s sole discretion, to a late fee equal to 1.5% (or the maximum rate permitted by law) of the amount then due, for each month overdue until paid in full. In the event User fails to make timely payments when due, CST may, at its election, discontinue, terminate or suspend the Services, without incurring any liability to User. Despite any such discontinuation or suspension, User acknowledges and agrees that it will be required to pay the Fees until this Agreement is terminated in accordance with the termination provisions set forth herein. User agrees that it will be billed for, and will pay, any outstanding balances if User cancels its account with CST or if User's account is terminated by CST for any reason. This authorization is valid from the date referenced in this agreement until 10 days following User's written cancellation notice. Account overpayment will be applied toward future filings, rather than refunded. For amounts outstanding after ninety (90) days from its receipt of the invoice, User shall be responsible for and agrees to pay reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses. From time to time, and at any time, CST may require reasonable credit guarantees before continuing its provision of the Services or the Professional Services hereunder.

6. Disclaimer of Warranties

THE SERVICE (AND THE PROFESSIONAL SERVICES, AS APPLICABLE) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CST AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICE OR THE PROFESSIONAL SERVICES. THE REPRESENTATIVES DO NOT WARRANT THAT THE SERVICE OR THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICE OR THE PROFESSIONAL SERVICES.

 

WITHOUT LIMITING THE ABOVE, NO WARRANTY OR GUARANTEE IS MADE (I) REGARDING THE ACCEPTANCE OF ANY REQUEST, (II) REGARDING THE AVAILABILITY OF PRODUCTS AND/OR SERVICES THROUGH THIS SITE OR, WHERE APPLICABLE, AT ANY PARTICIPATING RETAILER OR RETAILER LOCATION, (III) THAT USE OF THIS SITE AND ALL SOFTWARE, PRODUCTS OR SERVICES ASSOCIATED WITH THIS SITE WILL BE ERROR FREE, (IV) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE, (V) REGARDING THE COMPLETENESS, ACCURACY, RELIABILITY OR QUALITY OF ANY YOU EXPRESSLY AGREE THAT THE USE OF THIS SITE IS AT YOUR SOLE RISK.

7. Limitation of Liability

IN NO EVENT SHALL CST OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, OR PROVIDERS (COLLECTIVELY, THE “COVERED PARTIES”), BE LIABLE TO USER OR ANY THIRD PARTY BENEFICIARY OF USER (COLLECTIVELY, THE “USER PARTIES”) FOR ANY INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVING, OR INTERRUPTION OF BUSINESS, SUFFERED BY ANY USER PARTIES FOR ANY REASON; (ii) ANY DAMAGES SUFFERED BY ANY USER PARTIES AS A DIRECT OR INDIRECT RESULT OF OR RELATED TO ANY FAILURE OF THIS SITE OR THE SERVICES AVAILABLE HEREBY, INCLUDING BUT NOT LIMITED, TO THE LOSS OF DATA, OR DELAY OF THE COVERED PARTIES IN THE SUBMISSION OF AN EDGAR FILING DOCUMENT TO THE SEC OR THE FAILURE OF A COVERED PARTY TO LIVE UP TO ITS OBLIGATIONS HEREUNDER; AND (iii) ANY CLAIM AGAINST USER BY ANY THIRD PARTY FOR DAMAGES OF ANY KIND, ANY OR ALL OF WHICH MAY ARISE FROM THIS SITE OR THE SERVICES PROVIDED TO USER BY A COVERED PARTY, EVEN IF SUCH COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. USER ACKNOWLEDGES THAT THE FOREGOING LIMITATION OF LIABILITY MEETS THE ESSENTIAL PURPOSE OF THESE TERMS AND CONDITIONS AND WAS A MATERIAL FACTOR IN THE ESTABLISHMENT OF THE PRICES SET FORTH ON THE PRICE SCHEDULE. USER EXPRESSLY AGREES THAT IF CST IS FOUND LIABLE TO A USER PARTY NOTWITHSTANDING THE FOREGOING LIMITATION OF WARRANTY, CST MAXIMUM AGGREGATE LIABILITY TO USER HEREUNDER, WHETHER ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE FEES OR CHARGES ASSESSED BY AND PAID TO CST BY USER IN CONNECTION WITH THE REQUEST PURSUANT TO WHICH THE LIABILITY AROSE. NONE OF THE COVERED PARTIES IS RESPONSIBLE FOR ANY ERRORS OR DELAYS IN RESPONDING TO A REQUEST CAUSED BY AN INCORRECT EMAIL ADDRESS PROVIDED BY YOU OR OTHER TECHNICAL PROBLEMS BEYOND SUCH COVERED PARTY'S CONTROL.

8. Third Parties

If you use this Site to submit Requests for or on behalf of a third-party ("Third-party"), you are responsible for any error in the accuracy of information provided in connection with such use; including, but not limited to, the billing address and phone number of the credit card holder. These should match what is on file with their financial institution. In addition, you must inform the Third-party of all Terms and Conditions applicable to all products or services acquired through this Site including all rules and restrictions applicable thereto. Each User using this Site for or on behalf of a Third-party agrees to indemnify and hold each Covered Party harmless from and against any and all liabilities, losses, damages, suits and claims (including the costs of defense), relating to the Third-party's or the User's failure to fulfill any of its obligations as described above. User is directly responsible for SEC Filing Service Requests or any other Requests submitted including for total charges and performance obligations.

9. Site Links

This Site may contain links to third party web sites or third party sponsored information. These links are only provided as a convenience. The inclusion of any link does not imply an affiliation, endorsement, or any other type of business relationship that would suggest that CST is recommending any third party web sites, or any services or products contained on any third party web sites. CST is not responsible for the information contained on any third party web site or other information provided by a third party.

10. Modification/Termination of Usage

CST reserves the right, in its sole discretion, to modify, suspend, or terminate this Site and/or any portion thereof, including any service or product available through the Site, and/or your profile, Account password, or use of the Site, or any portion thereof, at any time for any reason with or without notice to you. In the event of termination, you will still be bound by your obligations under this Agreement and any additional terms, including the warranties made by you, and by the disclaimers and limitations of liability. Additionally, CST shall not be liable to you or any third-party for any termination of your access to this Site.

11. Governing Law

These terms and conditions and this Agreement are governed by the laws of the United States of America and the laws of the State of Utah. This Agreement is governed by the laws of the State of Utah. By accessing this Site, you agree that the state and federal courts sitting in Utah will have exclusive jurisdiction over any claim arising out of this Agreement (including any claim involving CST or its affiliates, subsidiaries, employees, contractors, officers, directors, and third parties) and each party consents to the exclusive jurisdiction of such courts in connection with any such dispute. If any provision of this Agreement is found to be unenforceable or invalid pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that is similar in intent to the original provision and the remainder of this Agreement shall otherwise remain in full force and effect and enforceable. Any rights not explicitly expressed in the body of this document are reserved.

 

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