LEGAL NOTICE - RBC Structured Notes

Last Updated: August 24, 2018

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Site (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and Royal Bank of Canada (“RBC” or “we” or “us”) concerning your use of (including any access to) the U.S. Structured Notes site currently located at https://www.rbcusnotes.com (together with any materials and services available therein, and successor site(s) thereto, the “Site”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by RBC through the Site, or otherwise made available to you by RBC.

BY USING THE SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE A RESIDENT OF THE UNITED STATES.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Site and to any such Organization.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 17 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Site following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); or offer opportunities to some or all Site users.

2. Information Submitted Through the Site. Your submission of information through the Site is governed by RBC’s Privacy Policy, located at https://www.rbcwealthmanagement.com/us/en/legal/privacy-policy. (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.

3. Jurisdictional Issues. The Site is controlled or operated (or both) from the United States, and is not intended to subject RBC to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

4. Legal Disclosure Relating to Structured Notes. Investors should read the applicable information statement or prospectus documents (including prospectus supplements and pricing supplement) for an issue of notes carefully before investing, and should discuss the suitability of an investment in the notes with their investment advisors before making an investment decision. The offering and sale of notes may be prohibited by laws in certain jurisdictions. Notes may only be purchased where they may be lawfully offered for sale and only through individuals qualified to sell them in such jurisdictions. The information statement or prospectus documents for a particular series of notes are available on the summary page for the applicable series of notes.

5. Local Laws; Export Control. It is important to note that not all of the products, services and information accessible through the Site are available in jurisdictions outside the United States. Such information does not constitute an offer or solicitation to buy or sell any security, currency, investment fund or other product, service or information to anyone in any jurisdiction in which an offer or solicitation is not authorized or cannot legally be made or to any person to whom it is unlawful to make an offer or solicitation. For information specific to any specific jurisdiction, please contact your sales representative or advisor. The terms and conditions applicable to any product, service or information will be those determined at the time of provision of the product, service or information. Please be aware of the laws of your jurisdiction or that otherwise apply to you in relation to any of the matters described in these pages. If you choose to access the Site from outside of the United States, you do so on your own initiative and are responsible for compliance with applicable local, national or international laws. You may not use or export or re-export the information accessible through the Site, or any copy or adaptation of such information, in violation of any applicable laws or regulations, including export laws and regulations of the United States in force from time to time. NOT ALL OF THE SERVICES OF RBC ARE AVAILABLE TO NON-U.S. RESIDENTS.

6. SEC Legend. RBC has filed a registration statement (including a product prospectus supplement, a prospectus supplement, and a prospectus, as applicable) with the U.S. Securities and Exchange Commission (“SEC”) for any offering of securities posted on the Site. Before you invest in any such securities, you should read those documents and the other documents relating to the offering that RBC has filed with the SEC for more complete information about RBC and the offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, RBC, any agent or any dealer participating in any offerings to which these materials relate will arrange to send you the product prospectus supplement, the prospectus supplement, the prospectus and any other underlying supplements if you so request by calling toll-free at 1-877-688-2301.

7. Prices and Valuation. Where information available through the Site consists of pricing or performance data, such has been obtained from, or based upon, information obtained from sources believed reliable, the completeness and accuracy of which has not been independently verified. The information and any analyses available through the Site reflect prevailing conditions and RBC’s views as of the relevant date, all of which are subject to change. Data computations are not guaranteed by any information service provider, and may not be complete.

Any values or prices are provided for information purposes only and are intended solely for your use. Unless indicated otherwise, prices or values may not represent (a) the actual terms at which new transactions could be entered into, or (b) the actual terms at which existing notes could be sold.

Certain information including secondary market prices are derived from proprietary models based upon recognized financial principles and reasonable estimates about relevant future market conditions. Information based on other models or different assumptions may yield different results. Any prices referenced through the Site may not be inclusive of applicable fees. You should consult with your advisor or broker with respect to all information.

8. No Advice. The material available through the Site has been compiled by RBC and/or its affiliates from sources believed to be reliable. Such material is for informational purposes only, and is not intended to provide (and does not constitute) any financial, investment, tax, legal or accounting advice for you, and should not be relied upon in that regard. Such material is prepared for general circulation to clients and prospective clients and has been prepared without regard to the individual financial circumstances and objectives of persons who receive it. Recipients are strongly advised to make an independent review with an investment professional and reach their own conclusions regarding the investment merits and risks, legal, credit, tax and accounting aspects of any transaction. The amount of risk associated with any particular investment depends largely on the investor’s own circumstances. You should not act or rely upon any information available through the Site without seeking the advice of a professional. Past performance is not a guide to future performance; future returns are not guaranteed, and a loss of all or a portion of the amount that you invest may occur.

9. Rules of Conduct. In connection with the Site, you must not:

Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful.
Harvest or collect information about users of the Site.
Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
Restrict or inhibit any other person from using the Site.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without RBC’s express prior written consent.
Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
Remove any copyright, trademark or other proprietary rights notice from the Site.
Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without RBC’s express prior written consent.
Systematically download and store Site content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without RBC’s express prior written consent.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site.

10. Monitoring. We may (but have no obligation to) monitor or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

11. Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by RBC to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.

12. RBC’s Proprietary Rights. We and our suppliers own the Site, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include RBC and ROYAL BANK OF CANADA and any associated logos. All trade names, trademarks, service marks and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

13. Third Party Materials; Links. Certain Site functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by RBC with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider. No such Third Party Materials shall be deemed to be included or incorporated by reference into the Site.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) RBC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, RBC WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SITE; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF RBC FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (OTHER THAN ANY DAMAGES ARISING OUT OF THE U.S. FEDERAL SECURITIES LAWS, IF APPLICABLE), SHALL BE THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO RBC FOR THE RIGHT TO USE THE SITE; AND (B) TWENTY U.S. DOLLARS ($20.00)

15. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless RBC and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Site (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.

16. Termination. This Agreement will continue until terminated. RBC may terminate or suspend your use of the Site at any time and without prior notice. Immediately upon any such termination or suspension, your right to use the Site will end, and RBC may deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide further access to those materials. Sections 2–10 and 12–20 will survive the term of this Agreement.

17. Governing Law; Arbitration. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, and except for disputes arising under the U.S. federal securities laws, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and RBC, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and you agree that you and RBC are each waiving the right to trial by a jury. Except as provided below regarding the class action waiver, such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge. However, as set forth below, the preceding arbitration requirement shall not apply to disputes to the extent relating to the interpretation or application of the class action waiver below, including its enforceability, revocability or validity.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. Notwithstanding anything to the contrary in this Section or any other provision of this Agreement or in the JAMS Streamlined Arbitration Rules and Procedures, disputes regarding the enforceability, revocability or validity of the foregoing class action waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action, and (2) there is a final judicial determination that all or part of such class action waiver is unenforceable, then the class, collective, and/or representative action, to that extent, must be litigated in a civil court of competent jurisdiction, but the portion of such class action waiver that is enforceable shall be enforced in arbitration.

The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures (currently available at http://www.jamsadr.com/rules-streamlined-arbitration/), as amended by this Agreement. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless you request an in-person hearing. Any in-person appearances will be held in your hometown area. Unless you initiate the arbitration, RBC will be responsible for all arbitrator and JAMS fees and costs. If you initiate the arbitration, you will be responsible for paying two hundred fifty dollars ($250) and RBC will be responsible for paying all other arbitrator and JAMS fees and costs. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to permit the discovery or exchange of non-privileged information relevant to the dispute. The arbitrator will have the authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

18. Filtering. Please note that parental control protections are commercially available that may assist in limiting access to material that is harmful to minors. Current providers of these protections are listed at:https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. RBC does not endorse any of the listed products or services.

19. Affiliates. All disclaimers and limitations of liability of any kind in this Agreement, as well all other representations and agreements made by you for the benefit of RBC hereunder, are made for the benefit of both RBC and its affiliates (including RBC Capital Markets, LLC), and its and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers, and their respective successors and assigns (collectively, the “Affiliated Entities”). The Affiliated Entities are third-party beneficiaries of this Agreement.

20. Miscellaneous. This Agreement does not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and RBC. If any term of this Agreement is found to be unenforceable for any reason, that term will be considered separable from this Agreement and will not affect the enforceability of any other term. You may not assign, transfer or sublicense any of your rights or obligations under this Agreement. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. Neither party’s waiver of any breach under this Agreement will be considered a waiver of any earlier or later breach. Any headings in this Agreement are for convenience only. The term “including” and its variations will be interpreted as if followed by the phrase “without limitation.” This Agreement, including any incorporated terms, is the entire agreement between you and RBC relating to its subject matter, and supersedes any earlier or contemporaneous agreements or understandings between you and RBC relating to that subject matter. Notices to you may be made by posting to the Site or by e-mail, or by regular mail. RBC will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.