Proxy Talk Attendee Terms and Conditions

Last Updated: February 27, 2024

PLEASE READ THESE PROXY TALK ATTENDEE TERMS AND CONDITIONS CAREFULLY.

  1. These Proxy Talk Attendee Terms and Conditions (“Terms and Conditions”) shall govern your attendance at a Proxy Talk webinar hosted by Glass Lewis wherein public companies, their representatives, shareholders (whether proponents or dissidents), and other stakeholders (each, a “Participant”) discuss contested situations, specifically proxy contests and M&A transactions, and present such Participant’s views thereon. Your acceptance of these Terms and Conditions shall be deemed by your request to attend, or your actual attendance at, a Proxy Talk, whichever occurs first.
    In consideration for Glass Lewis allowing you to attend a Proxy Talk, you represent that you have read and understood these Terms and Conditions and, if you are requesting and/or attending a Proxy Talk, and agreeing to these Terms and Conditions, on behalf and/or as a representative of a company or other legal entity, you are an authorized representative of such company or legal entity and your acceptance of these Terms and Conditions indicates such company’s or legal entity’s consent to be bound hereto. You further warrant that you shall make any company or legal entity that you represent, whether directly or in a third-party capacity, aware of these Terms and Conditions, and each party’s respective rights and obligations contained herein, prior to the Proxy Talk. These Terms and Conditions shall supersede any and all prior or contemporaneous understandings, arrangements, or agreements between you and Glass Lewis with respect to the subject matter hereof.
    1. You acknowledge and agree that the statements and views expressed at, during, or otherwise in connection with the Proxy Talk are the statements and views of the Participant(s), have not been reviewed or approved by Glass Lewis in any way, and that no opinion or statement made during or in connection with a Proxy Talk, whether by a Glass Lewis representative or otherwise, constitutes either investment or proxy voting advice to you, a preview of Glass Lewis’ analysis, a commitment on Glass Lewis’ part as to what it will recommend on any issue, or a solicitation of proxies.2. You acknowledge and agree that Glass Lewis may allow you to submit questions or otherwise communicate during a Proxy Talk and that Glass Lewis may broadcast, distribute, publicly display, publish, record, stream, transcribe, transmit, and otherwise use or disseminate the Proxy Talk. Accordingly, you hereby grant Glass Lewis and its affiliates a perpetual, nonexclusive, worldwide, royalty-free license to any questions you ask or submit, and/or any statements you make, during a Proxy Talk, which includes, without limitation, the right for Glass Lewis and its affiliates to use, copy, broadcast, record, transmit, excerpt, publish, distribute, publicly display, communicate to the public, create derivative works of, host, index, cache, tag, stream, transcribe, or encode, in any form or media now known or hereinafter developed, the same, including, without limitation (i) any audio, content, data, images, information, materials, or videos thereof; and (ii) your name, image, likeness, corporate title, employer, and other biographical data (collectively, the “License”).3. You acknowledge and agree that Glass Lewis’ exercise of its rights under the License may include the use or distribution of any of your questions or statements, or other information provided by you, as part of, or in connection with, a Proxy Talk in Glass Lewis’ research reports, its periodic engagement reports to its clients, or for any other business purpose. You further acknowledge and agree that Glass Lewis may make a recording and/or transcript of the Proxy Talk available to the Participant(s) for such Participant(s) use in complying with applicable legal and regulatory obligations, which may include such Participant(s) making a public disclosure or filing thereof.4. You acknowledge and agree that Glass Lewis may and will provide or otherwise make your name, corporate title, employer, contact information (email address and/or phone number), and other biographical data provided by you (your “Personal Data”) available to the Participant(s) and that such Participant(s) may access, store, transfer, use, or otherwise process your Personal Data, including to communicate with you. You further acknowledge and agree that Glass Lewis does not control, and is not liable or responsible for, any access, storage, transfer, use, or other processing of your Personal Data by the Participant(s), including, without limitation, any communications sent by, or otherwise engaged in between you and, the Participant(s); and you hereby release and discharge Glass Lewis, its affiliated and related entities, and its and their respective agents, contractors, directors, employees, members, officers, owners, and representatives, from any and all claims, demands, or causes of action in connection with the Participant(s) access, storage, transfer, use, or other processing of your Personal Data, including, without limitation, any claims based on the right of privacy or any other right.5. Additionally, you agree that Glass Lewis may communicate with you with regard to products or services of, or other commercial matters related to, Glass Lewis, its affiliated and related entities, and/or its business partners. This may include email or other communications and may also include solicitations of your opinion for market research purposes.