Vinyl Equity is a next generation transfer agent building critical, modern infrastructure and services for publicly traded companies in share registry, plan management, proxy voting, corporate actions, shareholder communication and compliance. Our platform serves all the participants in the domain including Shareholders, Transfer Agent Service Providers, Issuers, Brokers, Share Plan Administrators and their affiliates. Our platform services include Websites, API and workflows - henceforth referred to as “Service(s)”. Entities including individuals and employees and affiliates of these entities that use our Services will be referred to as “User(s)”.
These terms and conditions are specific to Vinyl Equity’s Services Users and are automatically displayed during first time registration (or login), as well as any time these terms and conditions are amended.
These terms and conditions apply to access to Vinyl Equity’s Services for the purpose of viewing account(s), initiating online transactions, consenting to the electronic delivery of documents and communications and updating the data in your account(s). Continued use of the Services after amended terms and conditions are viewed will constitute acknowledgement and acceptance of the changes. By selecting the terms and conditions link at the bottom of the page, you may review the current Service terms and conditions at any time. Users may be required to acknowledge and accept additional terms and conditions in order to access other services provided by Vinyl Equity on the Internet.
You may review the most up-to-date Service Terms and Conditions at any time by selecting the Terms and Conditions web page link.
By registering for Vinyl Equity Services, you agree that Vinyl Equity may send you general communications to the email address you provide when you register, including communications relating to Vinyl Equity products and services, enhancements or changes to Vinyl Equity products and services, newsletters, and educational information. You also agree that we may send you information and notices regarding your account(s), other than the account related communications set forth in Section 11 of these terms and conditions for which you must provide specific consent and which are governed by Section 11. You may be able to opt out of receiving certain general communications from Vinyl Equity, by updating the preferences on your profile. In the event an email of general communications is returned as undeliverable, Vinyl Equity may elect to discontinue sending such communications or may send by regular mail.
1. Accessing the Service
1.1. In consideration of Vinyl Equity providing you with access to our Services, you agree to abide by these Terms and Conditions each time you access any service. Once you register for the Service, you are solely responsible for the use of your Email ID, Phone number, and other authenticating information to access Services, for all use and actions by others, and for ensuring that all usage complies fully with these Terms and Conditions.
1.2. Please note that when you log in to Vinyl Equity using a particular Email ID, you will have access to all accounts maintained by Vinyl Equity that are associated with that Email ID, including accounts registered to you individually, jointly, or in various other capacities.
1.3. The Service is not intended for use by any person or entity in any jurisdiction or country where such use might be contrary to law or regulation. Vinyl Equity makes no representation or warranty regarding compliance with local laws in jurisdictions outside the United States.
1.4. If your account is in a dividend reinvestment plan, direct stock purchase plan, or employee stock purchase plan (each a "Plan" or collectively "Plans"), these Terms and Conditions serve as a supplement to the terms and conditions of the applicable Plans. As a Plan participant, you have agreed that the services under the Plan are governed by the applicable Plan materials. Except as expressly adjusted by these Terms and Conditions, the terms and conditions of the Plan materials remain in full force and effect, and together with these Terms and Conditions, form the entire agreement between you and Vinyl Equity relating to the Plan.
1.5. Vinyl Equity does not currently charge a fee for your access to and use of certain services, but reserves the right to do so at any time pursuant to any amendment to these Terms and Conditions. If you are participating in another service provided by Vinyl Equity, any fees applicable to that service shall apply.
2. Registering for the Service
Registering for the Service is a multi-step process that involves validating your account information and your identity to ensure the highest level of security for your personal information.
2.1. We will ask you to confirm your email address and mobile phone number. We will forward a link to the provided email address and an access code to mobile phone number, which you will be required to enter to proceed with verification.
2.2. You will have the option of using either your Social Security Number or your Holder Account Number to validate your account. You will also need an Issuer Name or Ticker Symbol and your Zip Code. Non-U.S. residents will be asked for their Surname and foreign Tax ID.
2.3. Before you can gain full access to all Services, we MAY ask you to verify your identity by submitting your personal information to Persona - our chosen Identity Verification solution. Persona’s Terms of Service can be found here.
3. Connecting to the Service
3.1. You are responsible for obtaining access to the Service, including access to the Internet via an Internet Service Provider (ISP) and any associated costs such as online telephone charges, text message charges, and for maintaining your computer system and any other equipment you may need to access the Service. Vinyl Equity makes no warranties regarding the access, speed, timeliness or availability of the Internet or network services.
3.2. You are responsible for furnishing your email address and your mobile phone number, to Vinyl Equity, for notifying Vinyl Equity of any changes to your email address and mobile phone number, for maintaining email and mobile phone services and for checking your email account and mobile phone regularly for new communication from Vinyl Equity.
3.3. Vinyl Equity reserves the right to make any changes to the Service without notice that it considers necessary, desirable or in your interest or that of Vinyl Equity or its clients. Vinyl Equity shall not be responsible in the event that any change to the Service means that you are no longer able to access the Service.
3.4. If your account has more than one owner, you agree that any electronic communications or transactions made through the Service are made with the authority of any and all other owners, and that those electronic communications or transactions will be binding on such other owner(s). If conflicting instructions are received from other account owners, Vinyl Equity may, in its sole discretion, do one of the following:
- choose which instructions to follow and which to disregard, or
- terminate the Plan account in accordance with the Plan terms and conditions.
4. Confidentiality and Security
4.1. You understand and agree that you are responsible for maintaining the authentication and confidentiality of the communication sent to your Email ID and Mobile Phone number, and agree not to provide them to any other person or entity. You specifically agree that you are solely responsible for any actions entered through the Service by you or by others who obtain access by using the communication sent to your Email ID and Mobile Phone number, whether or not such access is authorized by you. If you allow any other person or entity to access the Service, you will defend and indemnify Vinyl Equity against any and all liability, costs, or damages arising out of claims or suits by third parties based on or relating to such access or use. You agree that Vinyl Equity is not responsible for any damages or losses resulting from any breach of security caused by your failure and/or the failure of other persons not engaged by or on behalf of Vinyl Equity, its affiliates, agents, or subcontractors, or who obtain access through you to maintain the confidentiality of the communication sent to your Email ID and Mobile Phone number. You are not responsible for any breach of security caused by the failure of Vinyl Equity or its affiliates to take commercially reasonable efforts to maintain the confidentiality of your Email ID and Mobile Phone number. You agree to notify Vinyl Equity immediately at security@vinylequity.com if you suspect that your Email ID and/or Mobile Phone number have been lost or stolen, or that an unauthorized person or entity has obtained access to the Service using your Email ID and Mobile Phone number.
4.2. The Service(s) is (are) provided using secure transport layer encryption. As long as you use the Service(s) you will have the benefit of this security. However, you should note that email communications are not necessarily secure; there is always a risk that email messages may be tampered with or intercepted. By registering for and using this Service, you acknowledge that these risks exist and that confidentiality cannot always be assured.
4.3. Vinyl Equity does not accept any responsibility for any interception, tampering, or loss of confidentiality which may take place either after an email message has been sent by Vinyl Equity or prior to an email message being received by Vinyl Equity. In addition, Vinyl Equity does not accept responsibility for any losses, claims, damages or expenses that you may incur as a result of any such interception, tampering or loss of confidentiality. Vinyl Equity will maintain the confidentiality of all non-public information that you provide in order to use the Service, consistent with the requirements of applicable law; provided, however, that Vinyl Equity may share your name and email address with a third-party service provider in order to send you the communications set forth in paragraph [3], so long as such third-party is legally bound to keep such information confidential.
4.4. Vinyl Equity cannot and does not guarantee that any content of the Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
4.5. Vinyl Equity wants to make your online experience satisfying and safe. We safeguard the privacy and security of your personal information while providing a personalized service that meets your individual preferences and needs. Vinyl Equity’s Privacy Policy tells you how we protect your privacy and the confidentiality of your information.
5. No Guarantee as to Information/Limitation of Liability
5.1. Vinyl Equity will take reasonable care to ensure that information regarding your shareholdings is accurate. However, you should note that certain information provided through the Service, such as the number of shares held, may be updated on an end-of-day basis or settlement date basis and not on a real-time basis. As a result, you should take into account any pending transactions when determining your share balance, such as share transfers, sales or dividend reinvestment. Vinyl Equity does not guarantee the accuracy, completeness, sequence or timeliness of holder account information through this Service, and is not responsible for indirect, consequential, or special damages you may incur through reliance on the information or the accuracy, completeness, sequence or timeliness thereof, or for any delays or errors in the transmission or delivery of any part of the information or Service.
5.2. The Service and information provided do not constitute any form of advice or recommendation regarding investments or suitability for your particular circumstances. You should seek independent financial advice before making any investment or other decisions, which are your responsibility. Use of the Service is entirely voluntary and at your own risk.
5.3. The Service is provided to you "as is" and "as available" without warranties of any kind, expressed, implied or otherwise, including but not limited to all warranties of merchantability, fitness for a particular purpose, or non-infringement. In no event will Vinyl Equity be liable for any damages, including without limitation, direct, indirect, special, punitive or consequential damages, howsoever caused, arising out of use of this service or reliance on the information provided or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure.
6. Information Provided by Third Parties
Market-related and other financial information such as charts, research and news made available to you on this site as a convenience by Vinyl Equity is provided via a direct link from agents and vendors with whom Vinyl Equity has licensing arrangements ("Third Parties"). Such information may be reported on a delayed, rather than a real-time basis. Vinyl Equity has no control over, is not responsible for, and does not endorse or approve Third Parties information. You understand and agree to indemnify and hold Vinyl Equity and Third Parties harmless for any loss or damage arising from the following: your use of, inability to use, or reliance on such data or information, including any inaccuracy, error, delay, omission, non-performance, or interruption of any such data due either to any negligent act or omission of such Third Parties, or to any major force, including but not limited to flood, extraordinary weather condition, earthquake or other act of God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction, or other cause beyond the reasonable control of Vinyl Equity or Third Parties.
7. Intellectual Property Rights
Vinyl Equity represents that the Service, its content, programming and software either belong to Vinyl Equity or are licensed for use by Vinyl Equity, and are protected by copyright, trademark, trade secret, patent and any other applicable intellectual property and other laws. You agree not to use, reproduce, copy or modify any part of the Service, the information or website for any unlawful purpose. You also agree to comply with any reasonable request from Vinyl Equity or Third Parties to protect the property rights of the owner of that part of the Service, information or website.
8. Validity
In the event that any part of these Terms and Conditions is not legally enforceable, the remaining terms and conditions shall not be affected and shall remain valid and enforceable.
9. Changes to Terms and Conditions
Vinyl Equity may change or amend these Terms and Conditions at any time. In the event that we change these Terms and Conditions, you will be required to accept the amended Terms and Conditions upon your next login.
10. Governing Law and Jurisdiction
These Terms and Conditions, and all matters arising out of the use of our service, shall be governed, construed and interpreted according to the laws of the State of Delaware, without reference to the choice of law doctrine of such state.
11. Electronic Shareholder Communications
11.1. Definitions
Company or Issuer means any company for whom Vinyl Equity provides transfer agent, corporate actions or Plan services in which you hold securities. Electronic Consent means your consent to receive documents or communications electronically, or an email notification that online documents or communications are available from an Issuer or Vinyl Equity. This consent includes the collection by Vinyl Equity of email addresses, the forwarding of those email addresses to Issuers in which you hold securities, and the notification to you of new or additional Issuers, as may be appropriate.
11.2. General
When you access our service, you will be asked to provide and validate an email address that will be used to send a dynamic login link. The same email address will be used to send shareholder communications. You agree that Vinyl Equity may forward notifications from Issuers to the email address that you have provided.
11.3. Electronic Communications
Electronic communications from Issuers will be sent to the email address that you provide to Vinyl Equity. Vinyl Equity and the Issuers will be deemed to have fulfilled their communication obligations for items you have consented to by transmitting the electronic communication to the email address that you provide to Vinyl Equity. This includes email notifications that materials are available with a link to such materials. You acknowledge that electronic delivery of these documents and communications is a substitute for physical delivery by U.S. mail.
11.4. Confidentiality and Security
By agreeing that Vinyl Equity and Issuers can communicate with you by email, you acknowledge and agree that the risks set forth in Section 4 exist, and that confidentiality cannot always be assured.
11.5. No Guarantee as to Information/Information Provided by Third Parties
Vinyl Equity will use reasonable care in recording the email address you provide when registering for Service(s) and when distributing notices and website addresses or links to shareholder communications from Vinyl Equity or its clients to you at your email address. Vinyl Equity does not guarantee that the links provided in notices are complete, accurate or timely. Vinyl Equity makes no representation concerning or endorsing the content, and is not responsible for the accuracy, completeness or timeliness of the content on any website to which Vinyl Equity provides a link via the Service(s) or in connection with Electronic Consent services, in accordance with the provisions of Section 6, with the exception of content prepared solely by Vinyl Equity.
11.6. Privacy, Collection and Disclosure Statement
Vinyl Equity collects personal information through Service(s) and Electronic Consent. Such information may include your name, address and email address. Vinyl Equity collects this information to:
- Enable Vinyl Equity to contact you to provide information about issuers of shares you hold who have become Issuers after you have provided your personal information to Vinyl Equity
- Enable Vinyl Equity to contact you to provide you with certain marketing information
- Enable Vinyl Equity to collect, maintain, use and disclose personal information as allowed by law.
Vinyl Equity will not disclose such personal information except to its related entities for provision of technology services and other support, for the purpose of notifying you of new services offered, and to the issuers of securities which you may hold. If you do not provide the personal information requested, you will not be able to use Service(s). Your email address may be disclosed to issuers of securities you hold when requested by that issuer.
11.7. Electronic Delivery of Documents
11.7.1. When you register your email address with Service(s), you give consent to receive electronic delivery of documents or communications. The types of documents may include:Annual meeting notices, proxy statements, proxy cards and annual reportsFinancial information, including interim financial statements or periodic reportsStatements of account activityTax forms generated in connection with your accountIssuer announcements such as press releases and marketing materialsVinyl Equity materials regarding available services
11.7.2. Vinyl Equity will let you know when documents are available by emailing you a notice that includes instructions for retrieving the documents electronically. In some cases, the Form of Proxy may not be available electronically, and Vinyl Equity will send you a paper Form of Proxy by U.S. mail, along with instructions for how to retrieve the Annual Report, Notice of Meeting and Proxy Statement electronically.
11.7.3. To access, download, print and/or save the documents, you will need a personal computer with a W3C-compliant web browser, access to the Internet, email and a printer. You agree that it is your responsibility to access and review the documents. Under no circumstances will Vinyl Equity be liable for any damages of any kind that result from the use of, or inability to use, the Service(s). When you agree to receive documents electronically, you acknowledge that you may incur line or usage charges from your Internet Service Provider.
11.7.4. Documents will be available at the link or website address provided, or in archives until deleted in accordance with applicable regulations.
11.7.5. Your consent to receive documents electronically, including through enrollment in Service(s), will remain in effect until you have revoked such consent. To unsubscribe or revoke your consent for electronic delivery, or to make changes to some or all of your delivery preferences, you may update your communication preferences. If you no longer have Internet access, you may revoke your consent by writing to us at the address in Section 11.7.6 below and identifying the documents you no longer wish to receive electronically.
11.7.6 You may at any time request to have a paper copy of these documents provided to you at no cost by contacting Vinyl Equity by email at paper@vinylequity.com, or by mail at Vinyl Equity. If the Issuer cannot make electronic delivery available to you, paper copies will be provided to you.
11.7.7. By enrolling in Service(s), or by consenting to receive documents sent to your email, you are confirming that you have access to email and agree to notify us if you no longer have access by visiting www.vinylequity.com/notify. Otherwise, you can change your email address by updating your communication preferences.
12. Agreement
You understand and agree that by clicking on "I agree" or a similar entry field your agreement or consent will be legally binding and enforceable as the legal equivalent of a handwritten signature
Modern Transfer Agency