SUPPLEMENTAL TERMS
DFIN EDGAR Next Portal
These Supplemental Terms govern the DFIN EDGAR Next Enrollment and Delegation Manager Portal (“Enrollment Portal”) and the DFIN Filer Management Portal (“Filer Portal”) (collectively, the “Portal”) and your use thereof, in each case, including any related services or other assistance provided by DFIN or DFIN Personnel.
These Supplemental Terms are in addition to the Terms of Use, as supplemented or modified herein. However, if you access the Portal using valid credentials for an EDGAR-Based Service, then the terms of the separate agreement that governs your use of such EDGAR-Based Service (“Separate Agreement”) (and not the Terms of Use) will apply to your use of the Portal, as supplemented or modified by these Supplemental Terms. In the event of a conflict between these Supplemental Terms and the terms and conditions of the Terms of Use or a Separate Agreement (as applicable), these Supplemental Terms will prevail and control, but only with respect to the Portal. For purposes of interpretation, the Portal shall be considered a Site (in the case of the Terms of Use) or a Service (in the case of a Separate Agreement).
DFIN reserves the right to modify these Supplemental Terms at any time without giving you prior notice. Any use of the Portal following any such modification constitutes your agreement to follow and be bound by the Supplemental Terms, as modified.
1. DEFINITIONS.
Capitalized terms that are used but not defined in these Supplemental Terms shall have the meanings set forth elsewhere in the Agreement.
1.1. “Account Administrator” has the same meaning as the role of an account administrator within EDGAR Next.
1.2.“Agreement” has the meaning given such term in the Terms of Use or, if the Separate Agreement applies, in such Separate Agreement (or, if such term is not so defined in such Separate Agreement, then it shall be interpreted to mean such Separate Agreement together with these Supplemental Terms). The Agreement includes these Supplemental Terms.
1.3. “DFIN” means Donnelley Financial LLC.
1.4. “DFIN Parties” means, collectively: (a) DFIN; (b) the affiliates of DFIN; (c) DFIN and its respective affiliate’s respective directors, and officers; and (d) DFIN Personnel.
1.5. “DFIN Personnel” means, collectively, the employees, independent contractors, and subcontractors of DFIN or of any of its affiliates.
1.6. “EDGAR” means the “EDGAR” system, as such term is defined or described by the United States Securities and Exchange Commission (“SEC”). Unless the context clearly requires otherwise, references to “EDGAR” shall be interpreted to mean EDGAR, EDGAR Next, or any successor system(s) thereto.
1.7. “EDGAR Data” means all data, documents, content, and other information that is: (a) provided to, or otherwise stored or processed in or available through your EDGAR account or profile, or (b) otherwise provided or made available by you or on your behalf through or in connection with your use of the Portal, including the central index key (“CIK”), the CIK confirmation code (“CCC”), the passphrase, user tokens, filing tokens, identifying information of your Account Administrators, technical administrator(s), or delegates. EDGAR Data excludes Usage Data.
1.8. “EDGAR-Based Service” means products or services of DFIN or any of its affiliates, to the extent they require use of or access to EDGAR, including but not limited to: ActiveDisclosureSM, ArcReporting(R), ArcRegulatory(R), EDGAR Submission Portal (ESP), Non-Traditional, ABS-EE, FundSuiteArc or ARC Self-Filer. For the avoidance of doubt, the Portal is not part of any EDGAR-Based Service.
1.9. “EDGAR Next” means the “EDGAR Next” system, as such term is defined or described by the SEC, or a successor thereto.
1.10. “EDGAR Role” means a “delegated entity”, a “technical administrator”, a “user”, or any other role, in each case, as defined within or described within EDGAR Next.
1.11. “Portal Users” means individuals or entities that have the authorization or credentials sufficient to access or manage the Portal on your behalf or otherwise to enroll you or another applicable EDGAR filer in EDGAR Next.
2. USE OF THE PORTAL.
2.1. General. Subject to the terms of the Agreement, the Portal is provided solely for your convenience in connection with the expected rollout, implementation, and use of EDGAR Next. The Portal is not intended, and should not be used or relied upon, as a substitute for the use of and access to EDGAR.
2.2. Enrollment Portal. You may use the Enrollment Portal only for legitimate business purposes in connection with your actual or intended use of EDGAR-Based Services. If you have valid credentials for an EDGAR-Based Service, then you must use such credentials in the Enrollment Portal. You may create a new account only if you do not have valid credentials for an EDGAR-Based Service, subject to the conditions set forth in the Portal Documentation. Without limiting other provisions of these Supplemental Terms, DFIN reserves the right to suspend or delete your account if you violate these Supplemental Terms or the Agreement, or as otherwise set forth in the Portal Documentation.
2.3. Enrollment Portal - Account Administrator Designation.
(a) The Enrollment Portal allows you to designate DFIN Personnel as an Account Administrator (“Account Administrator Designation”); provided that you must designate and maintain at all times the designation of yourself or your then-current employee, counsel or other agent as at least one other Account Administrator (except in the case of single member beneficial owner filers). The Account Administrator Designation is deemed completed only after you have provided all necessary information regarding the selected Account Administrator, and such designation has been successfully processed by or on behalf of DFIN, EDGAR, and the SEC (if applicable). You are required to notify DFIN in writing in advance of any change, removal or termination of the Account Administrator Designation. DFIN may decline, remove, or terminate the Account Administrator Designation as further described in the Portal Documentation, in which case DFIN will use reasonable efforts to notify you of the same.
(b) Subject to the terms of the Agreement and the applicable rules and regulations promulgated by the SEC with respect to EDGAR, by designating DFIN Personnel as an Account Administrator, you represent and warrant that you have the right to authorize, and you do hereby authorize such DFIN Personnel to act as, and exercise the rights afforded to (including the access and use all features and functionality of EDGAR and the Portal available to) an Account Administrator with respect to the relevant accounts and profiles, including (without limitation) the following rights, permissions, and features:
i. Changes (including addition or removal) of the Account Administrator and other administrators (including technical administrators) on your EDGAR account or profile;
ii. Access to your EDGAR Data;
iii. Managing access code(s);
iv. Filer agent delegation (including accepting delegation invitations);
v. Filing of the documents with the SEC;
vi. Communications with the SEC or other third parties regarding your account or profile; and
vii. Management of delegated entities and other users on your account or profile.
You must cooperate with DFIN and DFIN Personnel in connection with your Account Administrator Designation and any other arrangements, rights, permissions, features and responsibilities, including by verifying and providing any additional information reasonably requested by DFIN or DFIN Personnel and by confirming annually the information in EDGAR as required by the SEC, unless otherwise agreed upon by the parties in writing. Without limiting other provisions of the Agreement, any tasks and activities that DFIN or DFIN Personnel perform as an Account Administrator are performed for your convenience, on an “as-is” basis. The Account Administrator Designation does not obligate DFIN or DFIN Personnel to provide, and does not afford you any rights with respect to, any EDGAR-Based Services.
2.4 Enrollment Portal – Other EDGAR Roles.
(a) In addition to the Account Administrator Designation, the Enrollment Portal allows you, in your capacity as an Account Administrator, to designate other EDGAR Roles (each, an “EDGAR Role Designation”). Each EDGAR Role Designation is deemed completed only after such designation has been successfully processed by or on behalf of DFIN, EDGAR, and the SEC (if applicable).
(b) Subject to the terms of the Agreement and the applicable rules and regulations promulgated by the SEC with respect to EDGAR, by designating DFIN or DFIN Personnel as an EDGAR Role, you represent and warrant that you have the right to authorize, and you do hereby authorize DFIN or such DFIN Personnel (as applicable) to act as, and exercise the rights afforded to (including the access and use all features and functionality of EDGAR and the Portal available to) the applicable EDGAR Role with respect to the relevant accounts and profiles.
In the case of a delegated entity, the authorized rights, permissions, and features include:
i. Access to your EDGAR Data;
ii. Filing of the documents with the SEC; and
iii. Appointment of other DFIN Personnel as users to act on behalf of DFIN as a delegated entity.
In the case of a technical administrator, the authorized rights, permissions, and features include:
i. Management of your API connections; and
ii. Communication with the SEC, your software developers, and other technical experts regarding management of API connections.
In the case of a user, the authorized rights, permissions, and features include:
i. Access to your EDGAR Data; and
ii. Filing of the documents with the SEC.
You must cooperate with DFIN and DFIN Personnel in connection with your EDGAR Role Designation and any other arrangements, rights, permissions, features and responsibilities, including by verifying and providing any additional information reasonably requested by DFIN or DFIN Personnel. Without limiting other provisions of the Agreement, any tasks and activities that DFIN or DFIN Personnel perform in the relevant EDGAR Role are performed for your convenience, on an “as-is” basis. The EDGAR Role Designation does not obligate DFIN or DFIN Personnel to provide, and does not afford you any rights with respect to, any EDGAR-Based Services.
2.5. Use of the Enrollment Portal and the Filer Portal.
(a) You may use the Filer Portal only after you have successfully completed the required steps in the Enrollment Portal. If you created an account in the Enrollment Portal, then you must use the credentials for such account in the Filer Portal. Otherwise, you must use valid credentials for an EDGAR-Based Service that you used in the Enrollment Portal.
(b) The Filer Portal provides access to a dashboard that contains and, depending on your user type and other relevant information, may allow you to view or manage various information in your EDGAR account or profile, including (without limitation) with respect to your delegated entity(ies), account user(s), and the status of their token(s). The data and information provided in the Filer Portal will be based on, but may vary from (i.e., is not real-time data relative to), the information in your EDGAR account or profile.
(c) You may use the Filer Portal to designate any EDGAR Role, including the Account Administrator role. The provisions of Sections 2.3 and 2.4 above apply to all such designations in the same manner as if such designations were made in the Enrollment Portal.
2.6. Portal Documentation. The Portal and its functionality are further described in DFIN’s documentation found at [https://dfinfilermanagementsupport.dfinsolutions.com/hc/en-us/sections/30024362318871-Getting-Started] or a successor website (“Portal Documentation”). DFIN reserves the right to update the Portal Documentation from time to time without giving you prior notice. For the avoidance of doubt, the Portal Documentation does not constitute specifications for any service or deliverable, and does not imply or warrant that the Portal, any EDGAR-Based Service, or any other products or services of DFIN or any of its affiliates will conform or comply with the same.
2.7. Effect on EDGAR-Based Services. Without limiting other provisions of the Agreement, you acknowledge that the provision of EDGAR-Based Services may be contingent on your compliance with the rules and regulations promulgated by the SEC in connection with EDGAR Next and the associated provision of relevant and accurate information to DFIN in connection with the same in a timely manner. DFIN’s failure or delay to perform any EDGAR-Based Service will be excused if and to the extent such failure or delay arises out of your failure to so comply with such rules and regulations or to provide relevant and accurate information to DFIN in connection with the same in a timely manner, regardless of the availability, unavailability, or your use or non-use of the Portal, or any other circumstances that may arise in connection with the Portal.
2.8. Portal Limitations.
(a) The availability and functionality of the Portal depends on EDGAR and the application programming interface(s) (also referred to as an “API”) provided or made available by or on behalf of the SEC, and other third-party systems and services. DFIN, on behalf of itself, its affiliates, and DFIN Personnel expressly disclaims any responsibility and liability for these SEC and other third-party systems and services, including the interruptions, unavailability, errors, inaccuracies, or downtime of any such third-party system, whether during or outside normal operating hours.
(b) The Portal (including, for clarity, any related services or other assistance provided by DFIN or DFIN Personnel) is made available at the sole discretion of DFIN, and, except as otherwise expressly set forth in these Supplemental Terms, is not subject to any service levels or support, maintenance, or security requirements or obligations set forth in any agreement (including in a Separate Agreement). DFIN reserves the right to cancel, interrupt, reschedule, remove, or modify the Portal (or any part, feature, functionality, any related service, or other aspect thereof), from time to time, and without prior notice. Without limiting the foregoing, at any time, DFIN may exclude or limit the Portal or parts thereof (including, for clarity, any related services or other assistance provided by DFIN or DFIN Personnel) in, from, or to specific jurisdictions, including certain states, countries, or regions, from time to time, and without prior notice. DFIN may modify the Portal or restrict user access to all or parts of the Portal, from time to time, and without prior notice.
2.9. Third-Party Links.
(a) The Portal may include gateways, links, pop-ups, or other functionality that allows you to access third-party services or third-party data, content and materials that are not owned or controlled by DFIN or its affiliates, including those of the SEC (collectively, “Third-Party Links”). Access to Third-Party Links is included solely for your convenience and does not constitute any approval, endorsement, or warranty by DFIN.
(b) DFIN does not supply, and is not responsible or liable for, any Third-Party Links or the content, security, operation, or use thereof, including the availability of, connectivity to, or viruses received as a result of accessing such services, the products or services that may be offered or obtained through them, or the accuracy, completeness, or reliability of any information obtained from them. The use of Third-Party Links is governed by the licenses, end-user agreements, privacy and security policies, and terms of use of the third parties providing such services. You use Third-Party Links at your own risk and expressly relieve DFIN from any and all losses, damages, and other liabilities customer incurs as a result of its access to, use of, or inability to access or use any Third-Party Links.
2.10. Responsibility for Portal Users, and Portal and EDGAR Accounts and Profiles.
(a) Notwithstanding anything to the contrary set forth in these Supplemental Terms or elsewhere in the Agreement, you maintain the sole responsibility (including administrative responsibility) for your EDGAR accounts and profiles, including annual confirmations of delegations for any EDGAR account or profile, and any communications with the SEC, unless otherwise agreed upon by the parties in writing in advance.
(b) You are responsible for all activities that occur under your Portal account and your EDGAR accounts and profiles, and for maintaining the security and confidentiality of all user names, passwords, and any other credentials for each user of such account or profile (including the Portal Users), including any loss or damage suffered by you or by DFIN Parties as a result of any failure to adequately safeguard such account or profile information. You must promptly notify DFIN of any unauthorized use of any user name, password, or credential or account or any other known or suspected breach of security.
(c) DFIN expressly disclaims the responsibility and liability for your Portal account and your EDGAR accounts and profiles, regardless of the Account Administrator Designation. DFIN Parties are not responsible for any loss, corruption, or destruction of, or unauthorized disclosure or use of, or access to, any data or information in your Portal account or your EDGAR account or profile. DFIN Parties do not verify or establish the method or means by which a Portal User has obtained the relevant authorization(s) or credential(s), or the authority or other rights that a Portal User or may or may not have to access or manage the Portal on your behalf, or otherwise to act on behalf of any EDGAR filer; DFIN expressly disclaims the responsibility and liability in connection with the foregoing. DFIN Parties are not responsible or liable for your compliance with laws, rules, or regulations, including those relating to EDGAR Next.
3. INTELLECTUAL PROPERTY RIGHTS.
(a) As between the parties, DFIN owns and shall retain all right, title, and interest, including all intellectual property rights, which includes all materials, methodologies, workflows, websites and software that DFIN uses or creates in furnishing the Portal and any modifications to or derivatives thereof. You shall not and shall not permit third parties to reproduce, republish, modify, or create derivative works based on, all or any part of the Portal.
(b) You shall not and shall not permit third parties to use the Portal (or any modifications to or derivatives thereof) to develop, train, test, or otherwise improve any application, software, code, machine learning algorithms, or other data models (including generative AI models), or otherwise for data or text mining purposes.
4. CONFIDENTIALITY, DATA PRIVACY, AND DATA SECURITY.
(a) Confidential Information of DFIN. The Portal constitutes confidential information of DFIN. Your failure to comply with the confidentiality terms of the Agreement may result in the termination of the right to access the Portal.
(b) Use of EDGAR Data. You represent and warrant that you have the right to authorize, and you do hereby authorize, DFIN and DFIN Personnel to access, use, store, and process EDGAR Data to operate and provide the Portal and for other business purposes. DFIN’s privacy policy, located at https://www.dfinsolutions.com/privacy-notice (which terms are hereby included by reference into these Supplemental Terms), applies with respect to the Portal. To the extent that the Separate Agreement (if applicable) imposes limitations and obligations on DFIN or DFIN Personnel with respect to “Customer Data”, such limitations and obligations do not apply and are hereby expressly disclaimed with respect to EDGAR Data, except if and to the extent expressly provided otherwise in these Supplemental Terms.
(c) Usage Data. DFIN has the right to collect, use, and otherwise process data about or resulting from your access to or use of the Portal (“Usage Data”). Usage Data may be tracked and may contain or be associated you or your personal information. Usage Data constitutes DFIN confidential information and is not “Output” for the purpose of any Separate Agreement.
5. WARRANTY DISCLAIMER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH ELSEWHERE IN THESE SUPPLEMENTAL TERMS OR ELSEWHERE IN THE AGREEMENT, THE PORTAL (including, for clarity, any related services or other assistance provided by DFIN or DFIN Personnel) IS PROVIDED “AS-IS” AND “AS AVAILABLE.” DFIN (ON BEHALF OF ITSELF AND THE DFIN PARTIES) HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE; THAT DEFECTS SHALL BE CORRECTED; THAT THE PORTAL (including, for clarity, any related services or other assistance provided by DFIN or DFIN Personnel) WILL COMPLY WITH LAWS OR THAT IT IS SUFFICIENT FOR YOU TO COMPLY WITH LAWS, RULES OR REGULATIONS (INCLUDING THOSE PROMULGATED BY THE SEC IN CONNECTION WITH EDGAR NEXT), OR BE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ACCESS TO THEM AND THEIR USE SHALL BE UNINTERRUPTED, ERROR-FREE.
YOUR USE OF THE PORTAL IS AT YOUR OWN RISK, AND YOU expressly relieve DFIN AND DFIN PARTIES from any and all losses, damages, and other liabilities customer incurs as a result of YOUR access to, use of, or inability to access or use THE PORTAL (INCLUDING, FOR CLARITY, any related services or other assistance), INCLUDING ANY DATA AND INFORMATION STORED OR PROCESSED THEREIN, OR ACCESSIBLE VIA THE PORTAL.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY.
6.1. Indemnification of DFIN Parties. Without limiting other provisions of the Agreement and to the fullest extent permitted by applicable law, you shall defend the DFIN Parties from and against any action brought by any third party (including the SEC) to the extent arising from or relating to: (a) your use of the Portal (including the provision of any information or data in or through the Portal) or your gross negligence, willful misconduct, or fraud; (b) if there is no Separate Agreement, DFIN or any DFIN Party’s access, use, storage, or other processing of your EDGAR Data; (c) your violation of any applicable law, rule or regulation (including any privacy or consumer protection law or regulation, and any law, rule or regulation promulgated by the SEC in connection with EDGAR Next); or (d) your violation of any third party right, including without limitation any intellectual property, confidentiality, or property right or right of privacy or publicity.
6.2. Limitation of Liability. The limitations of liability set forth in the Agreement (including, for clarity, the Terms of Use) shall apply with respect to the subject matter of these Supplemental Terms, excluding any consequential, enhanced or special liability caps that otherwise apply to a breach of obligations with respect to data protection, data security, security incidents, or confidentiality.
7. SUSPENSION OR TERMINATION.
7.1. Suspension. Your right to access and use the Portal may be suspended if your right to access and use EDGAR-Based Services is also suspended.
7.2. Termination. Your right to access and use the Portal may be interrupted or terminated if the applicable Agreement is terminated in whole or in relevant part.
7.3. Effect of Suspension or Termination. If your access to or use of the Portal is suspended or terminated, DFIN has the right to delete, and is not required to return or make available to you any data or information collected or generated through the Portal (including any EDGAR Data), even if your account or profile is subsequently reinstated. For the avoidance of doubt, the suspension or termination of access to and use of the Portal does not modify the Account Administrator Designation, or any other rights granted to DFIN or DFIN Personnel in connection with your EDGAR or EDGAR Next account or profile.