I DO NOT SEE ANYTHING TOO DIFFERENT IN THESE TERMS OF OTHER BROKERS, OR? TO: U.S. CLEARING CORP. AND,
TO: THE INTRODUCING BROKER (SURETRADE, Inc.)
1. INTRODUCTION: I acknowledge that this agreement between me and my broker
and/or U.S. Clearing Corp. ("USCC") states the terms and conditions regarding my use of
any Electronic Services offered by my broker, USCC, and other authorized third party
service providers, including the use of such services to enter transactions in my brokerage
account, (hereinafter referred to as "USCC's Electronic Services" or "Electronic
Services"). My use of USCC's Electronic Services will indicate my acceptance of
the following terms and conditions. The terms and conditions set forth herein
supplement the terms and conditions contained in my account agreement with my
broker and/or USCC and, by using any of Electronic Services, I confirm my
agreement to comply with the terms and conditions set forth therein.
2. PROVISION OF SERVICES: I acknowledge that for the purpose of this agreement
USCC's Electronic Services will be defined as any interactive product or service offered
by my broker and/or USCC which allows me to communicate with my broker or an
authorized third party service provider; to obtain information or quotations from my broker
or an authorized third party service provider; or to enter into brokerage transactions with
my broker through the use of electronic data communications. This includes, but is not
limited to, electronic data communications transmitted by me to my broker through the use
of personal, home or business computers connected by a modem or other device to an
authorized telecommunications network designated by my broker. I acknowledge that this
agreement also governs my use of automated touch-tone telephone services through which
I can obtain account information and quotations, and enter brokerage transactions.
USCC's Electronic Services include, but are not limited to, Market Touch, Market Touch
Plus, Internet Trading and the services of any third party information providers offered in
conjunction with USCC's Electronic Services. I acknowledge that USCC or my broker
may modify, add to, rename or discontinue the Electronic Services offered pursuant to this
agreement without prior notice to me. I also acknowledge that this agreement applies to
the Electronic Services as modified, added to or renamed in addition to those Electronic
Services currently offered.
3. USER LICENSE AGREEMENT: With respect to those Electronic Services for
which software (the "Software") has been provided, I acknowledge that USCC hereby
grants to me a non-exclusive, non-transferable license during the term of this Agreement to
receive and use the Software provided herewith solely in conjunction with the personal use
of USCC's Electronic Services in accordance with the terms of this Agreement. I
acknowledge and agree that USCC or its licensors or data providers have exclusive
proprietary rights in the Software and the systems used in connection with USCC's
Electronic Services. I further acknowledge and agree that USCC's third party information
providers have exclusive proprietary rights in their respective information transmitted
and/or furnished via USCC's Electronic Services. In the event of any misappropriation or
misuse of USCC's Electronic Services, the Software or the market data transmitted and/or
furnished via USCC's Electronic Services, USCC and/or its third party information
providers or licensors shall have the right to obtain injunctive relief with respect to the use
of its respective materials. I further acknowledge and agree that: (i) I may use the Software
only in conjunction with USCC's Electronic Services; (ii) I shall not make any alteration,
change or modification to the Software and shall not recompile, decompile, disassemble,
reverse engineer, or make or distribute any other form of, or derivative work from, the
Software; (iii) I shall use USCC's Electronic Services, the Software and/or the market
data provided thereby only for my personal use; and (iv) I shall not furnish the Software,
USCC's Electronic Services or any other information or messages disseminated by USCC
hereunder to any person or entity.
4. COMMISSIONS, FEES AND CHARGES: I agree to be fully liable for any and all
brokerage commissions, fees, margin interest charges, and payments due to my broker
and/or USCC in connection with trades effected by me in my brokerage account(s)
through the use of USCC's Electronic Services. Such brokerage commissions, fees,
margin interest charges, and payments will be paid directly to my broker in accordance
with the terms and conditions specified by my broker. I agree that my broker may require
a deposit before I can begin trading using USCC's Electronic Services (deposited funds
can be used towards payment of my first transaction). I agree to pay all fees and charges
associated with my use of any USCC's Electronic Services, including, without limitation,
those of any third party information providers offered through my broker and all costs
associated with communication between myself and the Internet brokerage hub (if
applicable).
5. PASSWORDS AND SECURITY: I acknowledge that I will be the only authorized
user of USCC's Electronic Services for my account(s). I will be fully responsible for the
confidentiality and use of my user names and passwords and I agree that I will be fully and
solely responsible for all activities, including brokerage transactions, which arise from the
use of my user names or passwords (except as provided for in paragraph 6 below). I also
agree that I will be fully and solely responsible for all activities, including brokerage
transactions, which arise from my authorization to link my brokerage account(s). I
acknowledge that you may tape record conversations with me, whether in person or by
telephone, for purposes of verifications, and I consent to such recording.
6. NOTIFICATION OF UNAUTHORIZED USE: I agree that as a condition of being
approved to use USCC's Electronic Services I will immediately notify my broker if:
a. I have placed an order using USCC's Electronic Services and I did not receive an order
number;
b. I have placed an order using USCC's Electronic Services and I did not receive an
accurate written confirmation of the order, its execution or cancellation within five business
days;
c. I have received confirmation of an order or orders which I did not place or any similar
conflicting report; or
d. I become aware of any unauthorized use of my user name(s), password(s) or any
product or service related to my brokerage accounts.
If I fail to notify my broker immediately upon the occurrence of any of the above events, I
agree that my broker and/or USCC will not have any responsibility or liability to me or any
other person whose claim may arise through me for any claims relating to the handling,
mishandling or loss of any order. Any liability of my broker and/or USCC arising out of
any action or omission by my broker and/or USCC with respect to the handling,
mishandling or loss of an order shall be limited to an amount equal to the loss incurred due
to the action or omission during the five business days after the date on which I first
became obligated to give my broker notice with respect to such transaction(s) pursuant to
this Section. I agree that my broker, USCC, and/or any of its officers, directors,
employees, agents or affiliates will not have any other liability to me or any other
person whose claims may arise through me for any consequential, incidental,
special or indirect damages, even if my broker and/or USCC has been advised of
the possibility of such damages. My broker and/or USCC shall not be responsible
for or deemed to be in default under this agreement due to any delay or failure in
performance resulting directly or indirectly from any cause beyond my broker's
and/or USCC's reasonable control.
7. INDEMNIFICATION: I agree that my use of USCC's Electronic Services to effect
securities transactions will be limited in all respects to the terms and conditions of this
agreement and any other agreement between me and my broker and/or USCC. My
broker and/or USCC will have no liability to me with respect to any transaction or
attempted transaction by me which is not in accordance with the terms and conditions
specified herein or in such other agreement and I will indemnify my broker and/or USCC
from any claim of a third party related to any such transaction or related transaction.
8. ACCOUNT RESTRICTIONS: I agree that either my broker and/or USCC reserves
the right in its sole discretion to reject, cancel or modify any order which I have placed
through USCC's Electronic Services for any reason and without prior notice to me,
including orders for which I have received an order number. I acknowledge that any order
I place which my broker and/or USCC, in its sole discretion, deems to be disruptive to the
securities markets; unusual in size, type or credit risk; or which exceeds my broker's
and/or USCC's usual authorized limits may be subject to rejection, cancellation or
modification. I acknowledge that market orders cannot always be canceled because they
are subject to immediate execution and the order may be executed before the request for
cancellation is received by my broker. I acknowledge that my orders may not be reviewed
by my broker prior to their submission to a market center and I agree that I am fully
responsible for determining the suitability of my order(s) and my investment decisions. I
acknowledge that my broker and/or USCC may, in its sole discretion, place trading
restrictions on my account(s).
9. SUSPENSION OR TERMINATION OF SERVICES: I agree that my broker
and/or USCC reserves the right in its sole discretion to suspend or terminate my access to
any or all of USCC's Electronic Services for any reason and without prior notice to me. I
agree not to hold my broker and/or USCC responsible or liable for any disruptions in
service due to: telephone network, computer network or other system problems beyond
the control of my broker and/or USCC; system maintenance or system upgrades; or any
other event or circumstance beyond the control of my broker and/or USCC.
10. PROVISION OF MARKET DATA AND THIRD-PARTY INFORMATION:
I agree that the market data, news and other information provided to me through USCC's
Electronic Services (directly or indirectly through an authorized third-party information
provider) is for my personal use only and that I will not retransmit or republish this data in
any form. I acknowledge that the data provided to me is obtained from sources believed
to be reliable, is provided solely on a best efforts basis for my convenience, and that no
guarantees are made by USCC, my broker or any information provider as to its accuracy,
completeness, timeliness or correct sequencing. I acknowledge that while access to
investment recommendations, advice, opinions or judgments may be available through
USCC's Electronic Services, none are developed or endorsed by USCC or my broker,
nor do they constitute any recommendations or solicitation to purchase or sell any security
by USCC or my broker. I agree not to hold my broker, USCC or its information
providers liable for any investment decision I may make based upon my reliance on or use
of such data, or any liability which may arise due to delays or interruptions in the delivery
of such data for any reason.
11. NO WARRANTIES/LIMITATIONS OF LIABILITY: I AGREE THAT
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT
TO USCC'S ELECTRONIC SERVICES OR THE SOFTWARE OR THE
MARKET DATA PROVIDED, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE
OR FITNESS FOR A PARTICULAR PURPOSE, MADE BY MY BROKER,
USCC OR ITS LICENSORS OR INFORMATION PROVIDERS. I further agree
that the sole liability of my broker, USCC or its licensors or information providers or any
third party involved in the provision of USCC's Electronic Services to me for any claims,
notwithstanding the form of such claims (e.g. contact, negligence, or otherwise), arising out
of errors or omissions in USCC's Electronic Services and/or the Software and/or market
data provided or to be provided hereunder shall be to furnish the correct report or data,
provided that I promptly advise the Data Provider thereof. I further agree that I shall not
hold my broker, USCC or its licensors or information providers or any third party involved
in the provisions of USCC's Electronic Services liable in any way for any loss or damage
arising from or occasioned by any force majeure (e.g. flood, extraordinary weather
conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute,
accident, action of government, communications or power failure, equipment or software
malfunction) or by any other cause beyond such party's reasonable control. IN NO
EVENT WILL MY BROKER, USCC OR ITS LICENSORS OR
INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN THE
PROVISION OF USCC'S ELECTRONIC SERVICES (OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
AFFILIATES) BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT REASONABLY
FORESEEABLE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, WHICH I MAY INCUR OR EXPERIENCE ON ACCOUNT OF
ENTERING INTO OR RELYING ON THIS AGREEMENT OR AS A RESULT
OF MY USE OR RELIANCE ON THE MARKET DATA, THE SERVICES OR
THE SOFTWARE.
12. AGREEMENT AMENDMENTS: I agree that my broker and/or USCC may
change the terms and conditions of this agreement, in whole or in part, upon notice to me;
no provision of this agreement may be amended in any other manner. I agree to use
USCC's Electronic Services and any additional services offered through my broker and/or
USCC in the future only in accordance with the terms and conditions specified in this
agreement as amended from time to time by my broker and/or USCC, and that any
amendments to the terms and conditions will be deemed effective upon dissemination by
my broker and/or USCC. Use of USCC's Electronic Services after receipt of such
amendments will be deemed to be acceptance of such amendments.
13. ENTIRE AGREEMENT: This agreement, together with my account agreement(s),
contains the entire agreement between me and my broker and/or USCC with respect to
the subject matter contained in this agreement and supersedes all prior or
contemporaneous communications, whether oral, written or electronic. If any provision of
this agreement is held to be invalid, void or unenforceable by reason of any law, rule,
administrative order or judicial decision, that determination shall not affect the validity of
the remaining provisions of this agreement. This agreement will be governed by the law of
the State of New York.
Please Print Off A Copy of This Agreement For Your Records.
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