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GENERAL TERMS

Welcome to the Depositary Receipts Services website.  This website, operated at URL www.adr.db.com or adr.db.com ( the “Website”), is provided by Deutsche Bank Trust Company Americas (“DBTCA”) to you (“User”) subject to the following general terms and conditions set forth herein (these “General Terms”) and subject to the terms and conditions of any Specific Agreement (defined below). DBTCA includes Deutsche Bank Trust Company Americas, its subsidiaries, affiliates, officers, directors, agents and employees. DBTCA is an affiliate of Deutsche Bank AG (“Deutsche Bank”). As used herein, the term “affiliate of Deutsche Bank” means the subsidiaries and affiliates of Deutsche Bank AG. Each of DBTCA, Deutsche Bank and its affiliates is a separately incorporated legal entity, none of which is responsible for the obligations of the others. By clicking “AGREE” at the bottom of this Web page, User agrees to abide by these General Terms. If User does not agree with these General Terms, please do not use the Website.

1. Specific Agreements

1.1 User’s use of the Website is subject to the terms and conditions of any deposit, account or master agreement if any between User and DBTCA relating to depositary receipts, (a “Specific Agreement”). In so far as there is any inconsistency between these General Terms and a Specific Agreement, the terms of the Specific Agreement shall prevail.

2. Grant of Rights

2.1 License.  DBTCA hereby grants User a revocable, non-exclusive, non-transferable, personal license to access and use the content, research, data, text, images and other elements (including multimedia elements) found on the Website (collectively, “Content”) solely for User’s internal business or personal information purposes (excluding back-office or investment accounting purposes). Except as expressly permitted to do so on the Website, User shall not scrape, download or otherwise transfer any of the Content, or any portion thereof, into a spreadsheet, database or other electronic environment where the Content may be manipulated or stored. User will not interfere, or attempt to interfere, with the operation of the Website in any way.

2.2 Hyperlinking.  For the avoidance of doubt, DBTCA has not granted User the right to hyperlink to, other than to the Website home page, or deep-link into any of the Web pages of the Website, or republish, reproduce, make public or distribute for any purpose any of the Content found on the Website. User is expressly prohibited from “framing” the Website or any portion of the Content contained therein. User is responsible for providing all communication lines, telephone/transmission services and all equipment and technology necessary for User to access and use the Website.
2.3 User Account.  If User’s use of the Website requires a user ID and password, User shall immediately notify DBTCA of any unauthorized use of its password or any other breach of security. User is responsible for maintaining the confidentiality of its password and is totally responsible for all transactions, communications and activities that occur under its password or DRS Account. DBTCA cannot and will not be liable for any loss or damage arising from User’s failure to comply with this Section.

2.4 Copyright and Trademark.  The Website is protected by copyright, database rights and other intellectual property rights. User acknowledges that DBTCA and/or its licensors and suppliers, as the case may be, retain all right, title and interest in and to all the Content displayed on, distributed from, publicly performed, or made available for downloading. Use of the Website and the Content does not grant User any ownership rights in the Website or the Content. User may copy or print out as a hard copy these General Terms or other limited portions of the Content exclusively for private, internal business or personal information purposes. All such copies will be subject to the confidentiality provisions and use limitations of these General Terms. User may not download, display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, time-share, lend or transfer or in any way exploit the Website or the Content except as permitted by these General Terms. Deutsche Bank Trust Company Americas and all other trademarks, service marks, logos and product and service names displayed on the Website are the property of DBTCA or its Licensors (the “Marks”). Without DBTCA’s prior permission, Users agree not to use in any manner the Marks. User may not (i) use the Website (including without limitation any Third Party Software) to operate a service bureau for the benefit of any third party, (ii) remove or obscure any copyright notice of DBTCA or any of its suppliers or (iii) use any trademarks, service marks, domain names, logos, or other identifiers of DBTCA or any third party without the prior written permission of DBTCA or the relevant third party.

3. Disclaimers

3.1 Local Legal Restrictions.  This Website is not directed to, nor is it intended to be accessed by, any person in any country/jurisdiction where the publication or availability of the Content or services described on the Website are prohibited. Persons to whom such restrictions apply must not access the Website.

3.2 Changes to Web Site.  DBTCA may change, suspend, terminate or discontinue any aspect of the Website at any time, including the availability of any Content, services, features or functions accessible by means of the Website. DBTCA may also impose limits on certain features, functions or services or restrict access to parts or all of the Website to any User without notice or liability.

3.3 Accuracy and reliability of the Content.
(a) User understands that Content displayed on the Website may be based on data obtained from a variety of third party data suppliers or other sources believed to be reliable. User further understands that DBTCA (i) has not verified the accuracy of any of the Content; and (ii) does not make any representations as to its accuracy or completeness. User further understands that nonfactual statements contained anywhere in the Content or that may form the basis of any Content constitute only opinions, which are subject to change, at any time, without notice.
(b) User understands that there are inherent risks in investing, which may make certain investments, including securities, unsuitable for certain users. User understands and agrees that DBTCA makes no representation that the companies that issue depositary receipts and are the subject of reports displayed in the Website, are in compliance with informational reporting requirements imposed by any applicable regulatory body or in compliance with any laws or regulations. User accepts responsibility for, and acknowledges that it exercises its own independent judgment in, its use of the Website and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.
(c) User understands and agrees that DBTCA is not required to update or revise Content presented or displayed on the Website, and therefore, some Content may not reflect events occurring after the time of its posting on the Website.
(d) User may select and view a portfolio of securities on the Website. DBTCA does not guarantee the accuracy or completeness of such information, and it assumes no liability for damages resulting from or arising out of the use of such information. This portfolio tool is for estimating performance only; it is not intended as tax or legal advice, and should not be used for tax purposes.
(e) User understands that the information contained in e-mail communications requested by User may contain information provided by third parties that are independent of DBTCA. User understands and agrees that neither DBTCA nor any such third party guarantees the accuracy, completeness, or timeliness of information available through such communications. User understands and agrees that the reliability of its receipt of such communications and their timeliness will also depend on factors outside of DBTCA’s control, including preparation time, Internet, e-mail, and pager service availability and transmission capabilities. User understands and agrees that such e-mail communications are not investment recommendations or advice.

3.4 Evaluations.  In the event that User accesses Content on the Website that is comprised of Evaluations (as defined below) of depositary receipts (“Depositary Receipts”) and certain other data related to such securities, the following additional provisions shall apply:
(a) Depositary Receipts are complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations (see subsection (b) below)) available to generate approximations of their market value, and there is significant professional disagreement about which is best. No evaluation method, including those used by DBTCA’s data suppliers may, consistently, generate approximations that correspond to actual “traded” prices of the instruments.
(b) User acknowledges that there may be errors or defects in the methodologies, data or software used by DBTCA’s data suppliers to generate Evaluations that may cause resultant Evaluations to be inappropriate for use in certain of User’s applications. Individual security Evaluations are used for miscellaneous issues that may not fit into any of a data supplier’s current evaluation models. These issues are evaluated on a case by case basis. A data supplier’s evaluators concentrate on integrity within both market sector and issuer, examine the individual characteristics of each issue, and confer with broker/dealers and other information sources. Market sources are contacted by a data supplier’s evaluators when appropriate for the particular issue. These issue types include but are not limited to non-investment grade issues and issues with special terms and conditions.
(c) User acknowledges and agrees that it assumes all responsibility for edit checking, external verification of Evaluations, and ultimately the appropriateness of use of Evaluations and other pricing data provided via the Website in User’s applications, regardless of any efforts made by DBTCA’s data suppliers in this respect. User agrees to indemnify and hold DBTCA and its data suppliers completely harmless in the event that errors, defects, or inappropriate Evaluations are made available to User via the Website.
(d) For purposes of these General Terms, the term “Evaluation” means: (i) mathematically derived approximations of estimated value, or (ii) individual security evaluations for miscellaneous issues, such as non-investment grade issues and issues with special terms and conditions which may not fit into any of DBTCA’s data provider’s current evaluation models. Evaluations are not the transaction price at which an investment can be purchased or sold in the market, since no Evaluation can correspond to or approximate the actual market price which could be obtained by the end user on any given day for any particular security. Mathematically derived Evaluations are based upon certain market assumptions and evaluation methodologies reflected in proprietary algorithms and may not conform to trading prices or information available from third parties. In evaluating those miscellaneous issues described above, evaluators concentrate on market integrity within both market sector and issuer, examine the individual characteristics of each issue and confer with broker/dealers and other information sources. Evaluations are sometimes referred to as “pricing services” or “prices” solely for convenience of reference. Interactive Data, Inc., a data supplier used by DBTCA to provide Evaluations is an investment adviser registered with the U.S. Securities and Exchange Commission.

3.5 Disclaimer of Warranties.
(a) DBTCA and its data suppliers shall have no liability to User or a third party, for errors, omissions or malfunctions in the Website, other than the obligation of DBTCA to endeavor, upon receipt of notice from Users, to make an inquiry into such malfunction, error, or omission in any Website.
(b) THE WEBSITE AND THE CONTENT PRESENTED THEREIN IS PROVIDED "AS IS". EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, DBTCA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING (i) THE CURRENCY, ACCURACY OR COMPLETENESS OF ANY CONTENT AVAILABLE BY MEANS OF THE WEBSITE, INCLUDING EVALUATIONS, PRICING DATA, PORTFOLIO VALUATIONS, RESEARCH, AND NEWS; (ii) THE RESULTS TO BE OBTAINED BY THE USER OR ANYONE ELSE FROM THE USE OF THE WEBSITE; AND (iii) ANY CONTENT PROVIDED BY THIRD PARTY DATA SUPPLIERS AND ACCESSIBLE ON OR THROUGH THE WEBSITE. ANY VIEWS EXPRESSED AS THE VIEWS OF DBTCA REFLECT THE CURRENT VIEWS OF DBTCA AND MAY CHANGE WITHOUT NOTICE FOR ANY REASON. DBTCA IS NOT UNDER ANY OBLIGATION TO UPDATE ANY CONTENT OR OPINIONS CONTAINED IN ANY RESEARCH OR CONTINUE TO OFFER RESEARCH REGARDING ANY COMPANY OR SECURITY.
(c) EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, DBTCA (i) DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, AS TO NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) DOES NOT WARRANT THAT THE WEBSITE OR ANY SERVICES OR CONTENT THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE, THE SERVER ON WHICH IT IS MADE AVAILABLE OR ANY CONNECTED SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. QUOTES, NEWS AND OTHER MARKET INFORMATION DATA SHOWN ON THE WEBSITE ARE DELAYED. (d) DEPOSITARY RECEIPTS MAY NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR STATE SECURITIES LAWS, AND THE ISSUERS THEREOF MAY NOT BE "REPORTING COMPANIES" UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934. SUCH DEPOSITARY RECEIPTS MAY NOT BE ELIGIBLE TO BE OFFERED OR SOLD IN THE UNITED STATES OR ANY STATE OR IN VARIOUS JURISDICTIONS OUTSIDE THE UNITED STATES, AND SUCH MARKETS MAY NOT BE REGULATED BY THE UNITED STATES SECURITIES & EXCHANGE COMMISSION. IN ADDITION, INVESTORS SHOULD BE AWARE THAT ISSUERS OF FOREIGN DEPOSITARY RECEIPTS MAY NOT BE SUBJECT TO REQUIREMENTS COMPARABLE TO THOSE APPLICABLE TO U.S. COMPANIES WITH REGARD TO SUCH MATTERS AS PUBLICATION OF FINANCIAL STATEMENTS AND OTHER INFORMATION, ACCOUNTING AND AUDITING STANDARDS, CORPORATE GOVERNANCE AND VARIOUS BUSINESS PRACTICES. INVESTMENTS IN COMPANIES THAT ARE DOMICILED IN FOREIGN MARKETS INVOLVES VARIOUS RISKS, SUCH AS ILLIQUIDITY, POLITICAL OR ECONOMIC RISKS, CURRENCY RISK, ESTABLISHMENT OF EXCHANGE CONTROLS, EXPROPRIATION, DISCRIMINATION AGAINST FOREIGN INVESTORS, AND COMPLEX (AND SOMETIMES ONEROUS) TAX CONSEQUENCES BOTH IN THE FOREIGN JURISDICTION AND IN THE INVESTOR'S HOME JURISDICTION. AN INVESTOR MAY NEED TO ESTABLISH A RELATIONSHIP WITH A FOREIGN CUSTODIAN (AND THEREFORE BEARS THE RISK OF CUSTODIAN FAILURE) AND/OR REGISTER WITH ONE OR MORE FOREIGN GOVERNMENTAL BODIES OR TAX AUTHORITIES IN ORDER TO HOLD DEPOSITARY RECEIPTS IN PARTICULAR JURISDICTIONS. IN ADDITION, THE PRACTICES, LIQUIDITY AND FINANCIAL SOLVENCY OF SPECIFIC MARKETS MAY NOT BE AT THE SAME STANDARDS AS MAJOR MARKETS IN THE UNITED STATES. ACCORDINGLY, AN INVESTMENT IN ANY DEPOSITARY RECEIPTS OR OTHER INSTRUMENTS THAT MAY BE REFERRED TO IN THESE SITES WOULD NOT BE APPROPRIATE FOR ALL INVESTORS.

3.6 Limitation of Liability.  USE OF THE WEBSITE IS AT THE USER'S OWN RISK, AND THE USER ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM ITS DOWNLOADING, USE OF OR ACCESS TO THE WEBSITE AND/OR CONTENT. EXCEPT TO THE EXTENT THAT LIABILITY UNDER ANY APPLICABLE LAW OR REGULATION CANNOT BE EXCLUDED, DBTCA AND ITS DATA SUPPLIERS SHALL NOT BE LIABLE: (i) FOR LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF (A) CONTENT PUBLISHED ON THE WEBSITE, OR (B) ANY ERRORS IN OR OMISSIONS FROM THE WEBSITE; (ii) FOR LOSSES ARISING FROM INVESTMENT DECISIONS OR PURCHASES OF THIRD PARTY INVESTMENTS OR SERVICES (INCLUDING FINANCIAL INSTRUMENTS) BASED ON THE INFORMATION PROVIDED ON THE WEBSITE; AND (iii) FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL, THAT ARE DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. SOME STATES LIMIT DISCLAIMERS OF CERTAIN LIABILITIES, SO CERTAIN OF THESE LIMITATIONS MAY NOT APPLY TO USER.

3.7 Indemnification.  User shall indemnify DBTCA and any affiliate of Deutsche Bank and its data suppliers against and hold DBTCA and any affiliate of Deutsche Bank and its data suppliers harmless from any and all losses, damages, liability, costs, including attorney’s fees, resulting directly or indirectly from any claim or demand against DBTCA or its data suppliers by a third party arising out of or related to the accuracy or completeness of the Website or any Content contained thereon, or any data, information, service, report, analysis or publication derived therefrom. DBTCA and its data suppliers shall not be liable for any claim or demand against User by a third party.

4. General

4.1 No Offer.  Except as expressly set forth herein, in any Specific Agreement and as may otherwise be expressly agreed in writing between User and DBTCA, (i) nothing on the Website is an offer which can be accepted by User so as to create contractual obligations without further action by DBTCA; (ii) DBTCA provides no advice with respect to how any Content on the Website is used by User (including, without limitation, regarding the execution of transactions or any legal, tax or accounting advice or advice regarding the suitability or profitability of a security, investment or transaction by means of the Website); and (iii) the Website provides general information only; it is not intended as financial advice or as an offer, solicitation or recommendation of securities or other financial products; (iv) the Content provided to User may not include the same Content provided to other users of the Website or clients of DBTCA, and (v) User should obtain independent financial advice that addresses its particular investment objectives, financial situation and needs before making investment decisions. Content found on the Website may be incomplete and may not be sufficiently current for User's purposes.

4.2 Conflict of Interests.  DBTCA and/or its employees, directors and consultants to DBTCA may have or may have clients with positions in securities or companies referenced on the Website, including research reports, and may, as principal or agent, buy from or sell to customers. From time to time, DBTCA, or affiliates of DB, may perform investment banking or other services for, or solicit such services from, companies mentioned on the Website.

4.3 Governing Law and Jurisdiction.  These General Terms shall be deemed to have been made in the United States in the State of New York and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. User hereby consents, for the exclusive benefit of DBTCA, to submit to the jurisdiction of the courts of or for the Southern District of New York in connection with any action or proceeding instituted relating to use of the Website.

4.4 Investment Results.  The value of User’s account, portfolio and investments are calculated using data provided from third party data suppliers based on delayed data and is not necessarily a guide actual value or performance.

4.5 Assignment.  These General Terms shall be for the benefit of DBTCA for itself and on trust for each of the affiliates of Deutsche Bank, and shall inure to the benefit of the successors and assigns of any of the foregoing persons. DBTCA and each of the affiliates of Deutsche Bank shall have the right to assign these General Terms or any of its rights or obligations under these General Terms to any other affiliate of Deutsche Bank or other business partner.

4.6 Delegation.  DBTCA (i) may delegate the performance of any obligation or function in connection with the Website and (ii) reserves the right to use any agents on such terms as it thinks appropriate.

4.7 Amendments.  DBTCA reserves the right to change or update these General Terms at any time, by posting a new General Terms on the Website. User’s continued use of the Website following the posting of changes to these General Terms will constitute User’s acceptance of any changes thereto. Changes to these General Terms will be displayed at the Website and will be effective upon display or as may be required by the laws of any applicable jurisdiction. User agrees that (i) these General Terms, any Specific Terms and any of DBTCA's logs or records of information placed on the Website and of transactions carried out through the Website may be admitted in evidence in any proceedings arising out of use of the Website, (ii) User will not challenge the admissibility thereof and, (iii) save in the case of manifest error, DBTCA's record of the Website and of transactions carried out through the Website is conclusive evidence of its contents. It is User's responsibility to familiarize himself/herself with these General Terms and any Specific Terms and any amendments thereto on accessing the Website or any part of the Website.

4.8 Termination.  DBTCA may terminate or suspend User’s access to the Website for any reason at any time without prior notice. On termination any and all assigned user names and passwords or any other identification method will no longer provide access to the Website and User shall not be authorized to use the Website. DBTCA may also terminate User’s access to the Website if User violates these General Terms or the Specific Agreement.

4.9 No Waiver.  No failure or delay on the part of DBTCA in exercising any right under these General Terms shall operate as a waiver of, or impair, any such right. No single or partial exercise of any such right shall preclude any other or further exercise thereof or the exercise of any other rights. No waiver of any such right shall be deemed a waiver or modification of any other right under these General Terms.

4.10 Severability.  If at any time any provision (or part of any provision) of these General Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality validity or enforceability in that or any other jurisdiction of any other provision (or any other part of that provision) of these General Terms.

4.11 Third Party Software.  DBTCA may make available third party software as part of the functionality of or in order to access the Website ("Third Party Software"). User shall have a limited, revocable license to use such Third Party Software for User's own internal uses subject to these General Terms and any other terms pursuant to which the Third Party Software is made available. User shall not, without the prior written permission of DBTCA, (i) copy the Third Party Software (except for backup copies made solely for disaster recovery purposes); (ii) redistribute, sublicense, lease, or rent the Third Party Software; (iii) embed the Third Party Software into other products; (iv) use the Third Party Software in any timesharing arrangement; (v) use the Third Party Software other than in connection with the Website; (vi) create function calls to the Third Party Software or other embedded links from any software program to the Third Party Software; or (vii) reverse engineer, decompile, disassemble, or otherwise seek to gain access to the source code of the Third Party Software, subject to any right to decompile which is afforded under national law User acknowledges and agrees that (a) the suppliers of such Third Party Software, if any, retain all right, title, and interest in the Third Party Software and (b) the Third Party Software may contain audit software.

4.12 Agency.  Each User and its agents, on the one hand, and DBTCA, on the other hand, are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these General Terms. User is responsible for all transactions, communications and activities of its agents on or through the Website.

4.13 Links.  The Website may contain links to other websites, which in turn may contain material that has been produced by independent providers not affiliated with DBTCA. DBTCA accepts no responsibility for information provided on any website that may be accessed through links on the Website. Any opinions or recommendations expressed on such other websites are solely those of the independent providers and are not the opinions or recommendations of DBTCA. The existence of a link from the Website to any other such websites does not constitute a recommendation or other approval by DBTCA of such websites or any provider thereof. In addition, User acknowledges that links to or from the Website to any other entity which may offer or report about services, securities or other investments for sale does not constitute any offer to sell any such services, securities or investments by DBTCA, and that such links do not constitute any endorsement, referral or other recommendation of any kind by DBTCA. Setting-up a hyperlink or an in-line-link from other web sites to a page that is part of this Website without prior written permission from DBTCA is strictly prohibited.