1. Agreement to these terms
These Website Terms ("Terms") govern your access to and use of the public website operated by Efficiency, Inc. ("Efficiency," "we," "us," or "our"). By accessing or using the website, you agree to these Terms. If you do not agree, do not use the website.
These Terms apply to the public website only. Customer portals, shareholder services, transfer-agent appointments, transactions, and other services may be governed by separate agreements, instructions, disclosures, or terms. If separate terms conflict with these Terms, the separate terms control for that service.
2. Informational website only
The website provides general information about Efficiency and its services. Website content does not appoint Efficiency as transfer agent or authorize Efficiency to act for any issuer, securityholder, or other person. No service relationship is created unless Efficiency enters into an applicable written agreement or otherwise expressly accepts an appointment.
Website content is not legal, investment, accounting, tax, or other professional advice; is not an offer or recommendation to buy, sell, or hold a security; and should not be relied upon to make a transaction or filing decision. You should consult your own advisers.
3. Instructions and sensitive information
Do not use the general marketing website or public contact form to submit securities-transfer instructions, payment or banking instructions, votes, elections, tax forms, taxpayer identification numbers, account credentials, time-sensitive notices, or other sensitive or legally operative communications. A submission through the general marketing website or public contact form is not deemed received by Efficiency for purposes of any agreement, transaction, deadline, or legal requirement.
This restriction does not apply to an authenticated or expressly designated Efficiency workflow, including a voting or transaction portal. Those workflows are subject to the relevant issuer materials, service-specific instructions and disclosures, and any separate terms that apply to the service.
Use the authenticated portal, designated workflow, or communication channel specified by Efficiency, the relevant issuer, or the applicable service agreement for operational requests and instructions.
4. Acceptable use
You may use the website only for lawful purposes. You may not:
- violate law, regulation, another person's rights, or an agreement that applies to you;
- misrepresent your identity, authority, affiliation, or the origin of a communication;
- attempt to gain unauthorized access to an account, system, network, or data;
- probe, scan, disrupt, overload, or circumvent security or access controls;
- introduce malware or use automated means in a manner that impairs the website or unreasonably burdens our systems; or
- copy, scrape, modify, distribute, or commercially exploit website content except as allowed by law or with our written permission.
5. Ownership
The website and its content, design, software, graphics, logos, names, and other materials are owned by Efficiency or its licensors and are protected by intellectual-property and other laws. Subject to these Terms, Efficiency grants you a limited, revocable, nonexclusive, nontransferable license to access and use the public website for your own lawful informational or business purposes.
No license or right is granted to any Efficiency trademark, service mark, logo, or other brand feature. All rights not expressly granted are reserved.
6. Feedback and communications
If you voluntarily provide feedback or suggestions about the website or our services, you grant Efficiency a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or compensation. This does not give us ownership of personal information or confidential customer materials. Personal information is handled as described in our Privacy Notice.
7. Third-party services and links
The website may link to or use third-party sites, content, forms, resources, or services. Efficiency does not control and is not responsible for third-party services, their availability, or their practices. Your use of a third-party service is governed by that provider's terms and privacy notice.
8. Changes and availability
We may change, suspend, or discontinue any part of the website at any time. We may also correct errors or update information without notice. We do not promise that website content will always be complete, current, accurate, available, secure, or free of errors.
9. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EFFICIENCY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Some jurisdictions do not allow certain warranty disclaimers, so some of the above may not apply to you.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EFFICIENCY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE WEBSITE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF EFFICIENCY AND THOSE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PUBLIC WEBSITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
These limitations do not apply to liability that cannot be limited or excluded under applicable law. Separate written service agreements may provide different limitations for the services they govern.
11. Indemnification
To the extent permitted by law, you will indemnify and hold harmless Efficiency and its officers, directors, employees, affiliates, and agents from claims, liabilities, damages, losses, and reasonable costs arising from your unlawful use of the website, your violation of these Terms, or your infringement of another person's rights. This section does not apply where prohibited by law.
12. Governing law and forum
These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles, except to the extent another jurisdiction's law must apply. Any dispute arising from the website or these Terms must be brought exclusively in the United States District Court for the Southern District of New York or, if that court lacks jurisdiction, a state court located in New York County, New York. You and Efficiency consent to those courts' jurisdiction and venue, except where applicable law prohibits this requirement.
13. Changes to these terms
We may update these Terms by posting a revised version and changing the effective date. Changes apply when posted unless a later date is stated. Your continued use of the website after an update constitutes acceptance of the revised Terms.
14. General
If a provision of these Terms is found unenforceable, it will be enforced to the greatest extent permitted and the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; Efficiency may assign them in connection with a reorganization, merger, sale, or transfer of the website or related business. These Terms are the entire agreement between you and Efficiency concerning the public website.
15. Contact
Questions about these Terms may be sent to info@useefficiency.com or:
Efficiency, Inc.
415 Mission Street
San Francisco, California 94105
United States