Your use of the Potash Corporation of Saskatchewan Inc. and its subsidiaries ("PotashCorp") website at www.potashcorp.com (the "Site") constitutes your acceptance of these terms and conditions of use (the "Terms"). If you have not already done so, please take some time to familiarize yourself with the Terms. If you do not agree to the Terms, you may not use or access the Site. PotashCorp may change, modify and/or update the Terms from time to time and it is your responsibility to check for such changes, modifications and/or updates. Continued use of the Site following any such change, modification and/or update shall constitute your acceptance of the Terms at that time. The last revision date for the Terms is set forth below.
Last revised: February 26, 2016
PotashCorp either owns the intellectual property rights, including copyright, or has acquired the necessary licences, in the information contained on the Site and in the RSS feeds provided through this Site (the "Feeds"), including, without limitation, all text, HTML code, multimedia clips, images, graphics, icons, programming code, and the selection and arrangement of the contents of the Site and/or the Feeds (collectively, the "Information"). PotashCorp hereby grants to you a limited, non-transferable, non-exclusive right to access and use the Site solely for your personal, non-commercial use in seeking information regarding PotashCorp and its business and to use the Feeds exclusively for your own personal, non-commercial use. You may not use the Feeds in any way that will imply any endorsement, sponsorship, affiliation, association, investigation or verification by PotashCorp of any person or website. You may not use this Site, the Information or the Feeds except as stated in these Terms. This licence authorizes you to view and download a single copy of the materials on the Site solely for your personal, non-commercial use. Except as specifically stated herein, you may not modify, copy, distribute, transmit, display, publish, perform, reproduce, licence, transfer, sell or create derivative works from the Information or use the Information for any commercial purpose whatsoever. Except for the limited licences expressly granted to you in the Terms, PotashCorp reserves for itself all other right, title and interest in and to the Information. The Information, unless otherwise indicated is the copyright of PotashCorp © 1997 to 2016.
You may not use contact information provided on the Site for unauthorized purposes, including marketing. You may not use any hardware or software intended to damage or interfere with the proper working of the Site or to intercept any system, data or personal information from the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. PotashCorp reserves the right, in its sole discretion, to limit or terminate your access to or use of the Site at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which PotashCorp may be entitled at law or in equity.
The sites linked to or from this Site are not under the control of PotashCorp and PotashCorp is not responsible for and makes no representations, warranties or conditions concerning the contents of any linked site or any link contained in a linked site. It is your responsibility to verify any information contained within such linked sites before relying on it. Also, the information contained in the linked sites may be changed, modified and/or updated at any time without notice. PotashCorp provides links to you only as a convenience and the inclusion of any link does not imply endorsement, sponsorship, affiliation, association, investigation or verification by PotashCorp of such linked site. PotashCorp does not authorize the use of third party sites’ intellectual property nor is any third party site authorized to use PotashCorp’s intellectual property. Your use of the linked sites may be subject to terms and conditions contained therein, which you should locate and carefully review. PotashCorp is not responsible for any losses, damages or other liabilities incurred as a result of your use of any linked sites. You may link to the Site, but you shall not (1) present false or misleading information about PotashCorp or its products, (2) imply that PotashCorp is endorsing you or your products or services, (3) misrepresent a relationship with PotashCorp, (4) use a PotashCorp trademark or other branded image in connection with the link or (5) copy content from the Site.
THE INFORMATION INCLUDING, BUT NOT LIMITED TO, ANALYSTS’ REPORTS STOCK QUOTES AND OTHER OPINIONS AND VIEWS, IS PROVIDED FOR EDUCATIONAL OR INFORMATIONAL PURPOSES ONLY ON AN "AS IS, WHERE IS" BASIS. IT IS NOT INTENDED TO PROVIDE LEGAL, ACCOUNTING, INVESTMENT OR TAX ADVICE AND SHOULD NOT BE RELIED UPON IN THAT RESPECT. YOU SHOULD CONSIDER SEEKING THE ADVICE OF A PROFESSIONAL PRIOR TO ACTING OR RELYING ON THE INFORMATION. POTASHCORP DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS, TERMS AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, WITH RESPECT TO THE SITE OR THE INFORMATION. THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE WITH RESPECT TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE INFORMATION. THE INFORMATION MAY NOT ALWAYS BE THE MOST CURRENT SOURCE FOR INFORMATION. POTASHCORP DOES NOT WARRANT THAT THE SITE AND/OR THE INFORMATION WILL BE FREE FROM ERRORS, DEFECTS, PROGRAM LIMITATIONS, VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE AND THE INFORMATION WILL BE ACCESSIBLE AND PERFORM IN ACCORDANCE WITH YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM POTASHCORP OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. THE USE OF THE SITE IS AT YOUR OWN RISK.
PotashCorp advises that documents and information placed on the Site may contain “forward-looking statements" (within the meaning of the US Private Securities Litigation Reform Act of 1995) or “forward-looking information” (within the meaning of applicable Canadian securities legislation) that relate to future events or our future performance. These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. These statements often contain words such as “should,” “could,” “expect,” “forecast,” “may,”“anticipate,” “believe,” “intend,” “estimates,” “plans” and similar expressions. These statements are based on certain factors and assumptions as set forth in this document, including with respect to: foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, including the proposed merger of equals with Agrium, and effective tax rates. While we consider these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are subject to risks and uncertainties that are difficult to predict. The results or events set forth in forward-looking statements may differ materially from actual results or events. Several factors could cause actual results or events to differ materially from those expressed in forward-looking statements including, but not limited to, the following: our proposed merger of equals transaction with Agrium, including the failure to satisfy all required conditions, including required regulatory, Canadian court and securityholder approvals, or to satisfy or obtain waivers with respect to all other closing conditions in a timely manner and on favorable terms or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the arrangement agreement; certain costs that we may incur in connection with the proposed merger of equals; certain restrictions in the arrangement agreement on our ability to take action outside the ordinary course of business without the consent of Agrium; the effect of the announcement of the proposed merger of equals on our ability to retain customers, suppliers and personnel and on our operating future business and operations generally; risks related to diversion of management time from ongoing business operations due to the proposed merger of equals; failure to realize the anticipated benefits of the proposed merger of equals and to successfully integrate Agrium and PotashCorp; the risk that our credit ratings may be downgraded or there may be adverse conditions in the credit markets; variations from our assumptions with respect to foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, and effective tax rates; fluctuations in supply and demand in the fertilizer, sulfur and petrochemical markets; changes in competitive pressures, including pricing pressures; risks and uncertainties related to any operating and workforce changes made in response to our industry and the markets we serve, including mine and inventory shutdowns; adverse or uncertain economic conditions and changes in credit and financial markets; economic and political uncertainty around the world; changes in capital markets; the results of sales contract negotiations; unexpected or adverse weather conditions; changes in currency and exchange rates; risks related to reputational loss; the occurrence of a major safety incident; inadequate insurance coverage for a significant liability; inability to obtain relevant permits for our operations; catastrophic events or malicious acts, including terrorism; certain complications that may arise in our mining process, including water inflows; risks and uncertainties related to our international operations and assets; our ownership of non-controlling equity interests in other companies; our prospects to reinvest capital in strategic opportunities and acquisitions; risks associated with natural gas and other hedging activities; security risks related to our information technology systems; imprecision in reserve estimates; costs and availability of transportation and distribution for our raw materials and products, including railcars and ocean freight; changes in, and the effects of, government policies and regulations; earnings and the decisions of taxing authorities which could affect our effective tax rates; increases in the price or reduced availability of the raw materials that we use; our ability to attract, develop, engage and retain skilled employees; strikes or other forms of work stoppage or slowdowns; rates of return on, and the risks associated with, our investments and capital expenditures; timing and impact of capital expenditures; the impact of further innovation; adverse developments in new and pending legal proceedings or government investigations; and violations of our governance and compliance policies. These risks and uncertainties are discussed in more detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Results and Operations and Financial Condition” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the joint information circular of the company and Agrium, filed as Exhibit 99.1 to the company’s Current Report on Form 8-K dated October 6, 2016 and with Canadian provincial securities commissions, in connection with the proposed merger of equals with Agrium and in other documents and reports subsequently filed by us with the US Securities and Exchange Commission and the Canadian provincial securities commissions. Forward-looking statements are given only as of the date hereof and we disclaim any obligation to update or revise any forward-looking statements in this release, whether as a result of new information, future events or otherwise, except as required by law.
POTASHCORP DISCLAIMS ANY LIABILITY FOR ANY USE OR REPRODUCTION OF THE SITE AND/OR THE INFORMATION. FOR GREATER CERTAINTY, IN NO EVENT SHALL POTASHCORP BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE OR ITS CONTENT, OR ANY OTHER SITE YOU MAY ACCESS THROUGH THIS SITE, EVEN IF POTASHCORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. POTASHCORP DISCLAIMS ANY LIABILITY FOR DAMAGES ARISING FROM ANY EMAIL COMMUNICATION SENT BY YOU TO POTASHCORP OR SENT BY POTASHCORP TO YOU. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK AND THAT THE SITE IS MADE AVAILABLE TO YOU AT NO CHARGE.
Certain words, phrases, names, designs or logos used on the Site may constitute trade-marks, service marks or trade names of PotashCorp or other entities. The display of any such marks or names on the Site does not imply that a licence has been granted by PotashCorp or other entities. The use of any PotashCorp trade-marks or service marks without obtaining prior written consent from PotashCorp is strictly prohibited. This site and all of its content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is protected as a compilation under the copyright laws of the Canada and other countries.
From time to time, PotashCorp may provide Feeds on the Site for informational purposes. Use of the Feeds available at the Site is limited to individuals for personal, non-commercial use only. PotashCorp has the right to remove all Feeds from the Site and to discontinue the Site’s Feeds at any time. PotashCorp does not specifically endorse any RSS reader or other third party application.
Social media accounts maintained by PotashCorp should not be regarded as official PotashCorp information or statements. Any official information or statements will be released by PotashCorp on the Site or part of this site under “News.”
You shall not use, access or link to the Site and/or the Information in any manner that will violate any applicable local, provincial, national, international or foreign law, including, but not limited to any regulations having the force of law. Some jurisdictions may have restrictions on the use of the Internet by their residents. You agree not to impersonate another person in your use of the Site or the sending of any e-mail to an address listed on the Site. You may not use the Site in any manner which could damage, disable, overburden or impair the Site, interfere with any other party’s use and enjoyment of the Site or compromise the integrity of, or otherwise modify, the Information.
To access certain sections of the Site, PotashCorp may ask you to provide personal information, such as your e-mail address, name or telephone number. In addition, PotashCorp may collect information about your interaction with the Site. For example, PotashCorp may collect certain standard information that your browser sends to the Site, such as your IP address, browser type and language, access times and referring web site addresses. PotashCorp collects and uses such information to operate and improve the Site. PotashCorp occasionally hires other companies to provide services on its behalf, such as hosting websites. Such service providers will be permitted to obtain only the personal information they need to deliver the service. They are required to maintain the confidentiality of any personal information and are prohibited from using it for any other purpose. Except as described in this statement, PotashCorp will not disclose your personal information outside of PotashCorp and its controlled subsidiaries and affiliates without your consent.
You agree to defend, indemnify and hold PotashCorp, its employees, directors and related entities harmless from and against any and all liabilities, costs and expenses including reasonable attorneys’ fees (without reduction for tariff or other similar rate reduction) related to any violation of the Terms by you or in connection with your use of the Site and/or the Information.
If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys' fees and court costs, arising or resulting from that disruption. PotashCorp reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with PotashCorp in the defense of such matter.
If any provision of the Terms is invalid or unenforceable under applicable law, then it shall be, to the extent invalid or unenforceable, deemed omitted and the remaining provisions will continue in full force and effect. No waiver shall be deemed a continuing waiver or a waiver of any other term.
Unless specifically provided herein, the Terms constitute the entire agreement between you and PotashCorp with respect to your use of the Site and the Information. The Terms shall supersede all prior agreements, understanding, negotiations and discussions, either oral or written, between the parties in respect of your use of the Site.
Your licence to access and use the Site and/or the Information shall automatically terminate if you are in breach of any of the Terms. PotashCorp reserves the right, in its sole discretion, to terminate your access to the Site, to terminate your use of the Information, or any portion thereof, to remove the Feeds from the Site and/or to discontinue any of the Feeds, at any time without notice.
The parties hereto have requested that the Terms and all correspondence and all documentation respecting the Terms, be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation relatives à cette entente, soient rédigées en langue anglaise.
The laws of the Province of Saskatchewan and the laws of Canada applicable therein will govern as to the interpretation, validity and effect of these provisions, notwithstanding any conflict of laws provisions or your domicile, residence or physical location. You hereby consent to the sole and exclusive jurisdiction and venue of the courts of the Province of Saskatchewan in the city of Saskatoon for any legal proceeding arising out of or in relation to your use of the Site, the Information, and/or the Terms.
PotashCorp endeavors to provide current and accurate information on this Site. However, misprints, errors, inaccuracies, omissions (including incorrect specifications for products) or other errors may sometimes occur. Potash does not warrant that the content made available on this Site, including, with limitation, product descriptions and other market information, is accurate, complete or current. The material on this Site is provided for general information only. Any reliance on the material on this Site is at your own risk.
Some features that may be available on this Site require registration. By registering at and in consideration of your use of the Site you agree to provide true, accurate, current and complete information about yourself. PotashCorp reserves the right to cancel or suspend your registration at any time at its sole discretion and with any notice or liability to you or any other person. Some features on this Site require use of a password. You are responsible for protecting your password. You agree that you will be responsible for any and all statements made, and acts or omissions that occur, through the use of your password. If you have any reason to believe or become aware of any loss, theft or unauthorized use of your password, notify PotashCorp immediately. PotashCorp may assume that any communications PotashCorp receives under your password have been made by you unless PotashCorp receives notice otherwise.