ONLINE SERVICES AGREEMENT - TERMS AND CONDITIONS OF USE
The terms and conditions in this Online Services Agreement govern your access and use of this Site and its Services. Read them carefully. They are in addition to such disclosures and agreements between you and such other companies and service providers as described herein that support the Site and Services. By accessing this Site and any pages, information or Services hereof, you are indicating that you have read, acknowledge and assent to be bound by these terms and conditions. If you do not agree to these terms and conditions, do not access this Site or the Services.
1.1 Citigroup Global Markets Inc. ("CGMI"), as introducing broker for your investment account or in such other capacity in which you are a CGMI client ("Account") together with the CGMI affiliate through which you maintain your CGMI client relationship (collectively "Firm," "we," "us," "our") and Pershing LLC engaged by CGMI to provide clearing and other services for you as a CGMI client ("Pershing") (collectively "the Company"), may make available to you through this Web site or such other third party Web sites as the Firm may identify ("Site", "Web Site") online access to the Site and certain electronic functions, information and services (collectively "Services, " "Online Services") as described in these terms and conditions of use ("Online Services Agreement," "Agreement").
("Pershing Terms) and such additional conditions and disclosure by Pershing as posted on this Site that apply to the Services and the Site accessed or used by you. You agree that you have reviewed and accept all such Pershing terms, disclosures and conditions as well as this Agreement before using the Services and the Site.
1.3 This Agreement is in addition to, and does not nullify, any other existing agreements you have entered into with respect to your Account including your client agreement, and any other agreements you may have with us or Pershing (collectively, "Client Agreement"). It further amends or replaces and supersedes, as applicable, the terms of your current online or other agreements with CGMI, if any, for online or Web based electronic services for your Accounts including but not limited to e-Delivery of account documents, Alerts services, and Online Order Entry as described herein.
1.4 We reserve the right to change these terms and conditions. You are responsible for regularly reviewing these terms and conditions and your continued use of the Site or Services constitute your agreement to all such terms and conditions.
1.5 The Site may contain separate and additional terms and conditions ("Terms") for specific sections, pages, information or services provided through the Site. You should read the additional Terms carefully. By accessing such additional sections, pages, information or services, you agree to be bound by those additional Terms and they will become part of the Services accessed through the Site and the Agreement. In the event of a conflict, those additional Terms will govern your use of the applicable sections, pages, information or services.
1.6 Unauthorized use of the Site, its Services and its systems, including, but not limited to, unauthorized entry into our systems, misuse of passwords or misuse of any other information, is strictly prohibited. You may not use this Site in any manner that could damage, disable, overburden, or impair any Firm Web site or service or interfere with any other party's use and enjoyment of any our Site or Service. You may not attempt to gain unauthorized access to any Firm site or service, computer systems or networks through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Site that are contrary to applicable laws or regulations.
1.7 This Agreement is the entire understanding of the parties and supersedes all previous agreements and understandings, whether written or oral, between you and us concerning your use of the Services and Site. You agree not to attempt to connect to the Site, to use the Services or additional pages, sections, information or services including viewing any of the information on the Site if you do not agree to the terms of this Agreement.
2.1 Electronic Services. Through this Site, you may access certain Services, including but not limited to the provision of certain pages, sections, information or services by means of an unaffiliated Internet service provider (the "Internet Service Provider"). Services can also include wireless, Internet computer services and systems, including, but not limited to, services and information accessible through proprietary software, Web sites, externally accessible computers, networks and any other wireless, Internet, computer or telephonic securities services and information systems provided to you by us, whether established by us directly, by Pershing or through other service providers.
2.2 Orders, Access, Communications. These Services may make available to you interactive computer services or systems which allow you to enter orders to buy and sell certain securities and other investments ("Online Order Entry") for your Account; to obtain quotations and other Information via computer for use on compatible personal, home or small business computers, including handheld computers with modems, terminals or network computers that can connect to a telecommunications network; and if and when made available by us, the ability to communicate electronically with us through an email function on the Site ("Site-mail").
2.3 Information. The Service may provide you with Internet access to information regarding your account(s), including open orders, executions, transaction history, online account status, access to securities quotations, and electronic access to certain information including but not limited to research commentaries and to news stories, analytical tools and other information ("Information"). You understand and agree that any daily and/or intraday reports on the balances of your Account are provisional only, and that they may reflect "value dates" which may pre-date the date of the current reference. All quotes are delayed at least twenty minutes. Real time quotes may be available as described on the applicable section(s) of the Site. Any electronic information you may receive when accessing your Account is not the equivalent or intended to supersede confirmations for transactions in or your official customer statement for your Account unless otherwise indicated and agreed by us.
2.4 Exclusive Use. You are solely responsible for the use of any Information, or Services obtained by use of your user name(s), password(s) and other security data, methods and devices that gives you use of or access to the Site or Services ("Access Codes"). The Service is the proprietary property of the Firm and/or third parties from whom the Firm has obtained rights to provide access to its customers. You agree not to make the Service available to any third parties other than as described in the Agreement and on the Site. You agree to keep confidential and not publish, broadcast, retransmit, reproduce, commercially exploit, or otherwise re-disseminate the data, information, or services provided under this Agreement. You shall not use or permit any one to use the data, information, or services for any unlawful or unauthorized purpose.
2.5 Site & Service Not Continuous, Change. You acknowledge that the Site and Services may not be continuously available. The Firm may change, cancel or suspend the Site or Services or level of Services at any time for any reason at our discretion such as during the performance of scheduled or unscheduled system repairs or upgrades without prior notice to you. Your continued use of the Services following the implementation, posting or notice of any change will constitute your acceptance of such change.
2.6 Not Available In All Jurisdictions. Products and Services shown on the Site are subject to the applicable local laws and regulations of the jurisdiction where they are booked and offered. Not all Accounts, products, and Services as well as pricing are available in all jurisdictions or to all customers. Your country of citizenship, domicile, or residence may have laws, rules, and regulations that govern or affect your application for and use of our accounts, products and services, including laws and regulations regarding taxes, exchange and/or capital controls. In addition, the Firm is not required to make available or to continue to make available the Services including Information provided through the Services to residents of any non-US jurisdiction where the Firm determines, in its sole judgment, that furnishing them to such persons might be unlawful under the laws of such non-US jurisdiction or the laws of the US, or compliance with either of such laws is impractical or commercially unreasonable.
2.7 Other Costs and Expense. You may incur other costs or expenses for using the Service. You understand and agree that accessing Information through the Web Site and receiving notices by e-mail or other electronic means may incur certain costs associated with e-mail, electronic access, downloading, online time and subscription costs associated with Internet service providers and telecommunications providers, paper and printing costs, and equipment or software upgrades if necessary. You agree that you will accept all such other costs and expenses.
3. NOT AN OFFER OR SOLICITATION.
3.1 You acknowledge that the Site, its Information and the Services are for informational purposes only and do not constitute an offer to sell or a solicitation of an offer to buy any security that may be referenced on the Site or through the Information or Services. Offers can only be made where lawful and in the manner allowed under applicable law.
4. PORTFOLIO INFORMATION
4.1 The Firm has gathered Information regarding your portfolio from sources the Firm believes to be reliable. However, the Firm does not guarantee the accuracy or completeness of such Information, and assumes no liability for damages resulting from or arising out of the use of such Information.
4.2 Quotations and other Information accessible through the Services include, but are not limited to Information such as financial market data, quotes, news, research and other information independently obtained by financial markets information services, financial publishers, various securities markets, such as stock exchanges, and their affiliates, and others (collectively, "Information Providers").
5.1 Communications May Be Recorded, Monitored, Used. In connection with your use of the Services, you acknowledge and consent to the taping or any form of electronic recording of any communication, electronic or verbal, between you and the Firm, Pershing or its representatives or agents to the extent permitted by law. You acknowledge and consent to the recording, retention, monitoring and use by the Firm (and its employees, representatives, affiliates and agents) of all instructions you give to the Firm, all messages you send to or receive from us, and all information and data that you input or provide during your use of the Site and Services, including without limitation, all selections and uses of calculators and other tools included therein. The foregoing information may be used by us or Pershing pursuant to the confidentiality provisions set forth in this Agreement, your Cleint Agreement and other agreements with us and our privacy notices to you and your other Account owners.
5.2 Electronic Communications - Limits, Access, Disruptions or Delay. You agree not to use Site-mail or non-Site-mail for the following purposes: (i) placing orders to purchase or sell a security or to transfer funds; (ii) using Site-mail to transmit personal credit information (including credit card numbers); (iii) giving notice of a change of address; (iv) giving instructions to change or confirm your Access Codes, and (v) giving us any time-sensitive instructions. We will not be required to act upon any such communication, makes no guarantee of fulfillment of such requests and will not be liable for any losses resulting from the failure to so act. You agree to use only a communication facility authorized by us ("Authorized Communication") when and if made available by us, through the Site or otherwise for specific service or administrative requests (such as but not limited to order entry, change of address or receipt of time-sensitive instructions). We shall not be liable for any actions or for any omissions to act on your part as a result of any type of e-mail message. There can be no certainty that any Site-mail or non-Site e-mail will be transmitted to you in a timely manner. You understand that certain risks are associated with the transmission of confidential Account Communications, e-Delivery notices, and other communications through the Internet including but not limited to unauthorized access, systems outages, delays, disruptions in telecommunications services and the Internet.
6. ELECTRONIC DELIVERY OF ACCOUNT INFORMATION (e-Delivery)
6.1 Additional Terms. Electronic delivery is a Service subject to additional terms and condition. Electronic delivery ("e-Delivery") of a statements, trade confirmations, and such other notices, disclosures, documents and other information relating to your Account(s) and/or relationship with us or Pershing ("Account Communications"), may be made available to you online via www.myedocumentsuite.com
, a service provided by Pershing on behalf of the Firm or such other site provided to you by Pershing. E-Delivery is subject to the additional terms and conditions of Pershing's Electronic Notification Agreement ("Electronic Notification Agreement") and requires separate enrollment. If you receive electronic delivery of CGMI materials for your Account from CGMI directly and that service continues for certain Account Communications through the Service and Site, then the Pershing Electronic Notification Agreement will apply and those terms as well as this Agreement replace and supersede any prior agreement with CGMI for such service and delivery.
6.2 In addition to the Electronic Notification Agreement, if you enroll in the e-Delivery section of the Service, you understand and agree:
6.2.1 Global Consent. Your enrollment with the e-Delivery section of the Service means that your consent is a "global" and "universal" consent, which means that it extends to the electronic delivery of an unlimited number of Account Communications for an unlimited number of issuers when or if available. If an electronic version of an Account Communication is not available or is not delivered electronically, you may receive a printed non-electronic version.
6.2.2 Consolidated Mailing. If your Account statement(s) are delivered by mail with those of other Account owners in the same envelop as yours ("Consolidated"), you agree that your e-Delivery notices can be consolidated with those of such other Account owners in your Consolidation. When Consolidated, only one e-Delivery notice may be sent to the email address shared by you and all other owners as applicable.
6.2.3 Delivery. Although Account Communications may be available electronically for a period of time, you acknowledge that the Account Communications are delivered in a manner to allow you immediate access to download and print the Account Communication. You understand and agree that you and other Account owners should download and print Account Communications so that you may access or maintain them in your personal records or in the event that the Site becomes temporarily or otherwise unavailable. All Account Communications sent through the Service whether by mail, electronic mail, telegraph, messenger or otherwise shall be deemed to have been delivered to you and every other Account owner personally, whether actually accessed or not.
6.2.4 Open E-Mail, Limited Purposes. The e-Delivery notice sent to you by e-mail may be an unencrypted, automatic alert. Although such e-Delivery notice is not intended to contain personally identifiable confidential information, it may contain in its design part or all of your name or other identifier that could be seen or intercepted by others if delivered to your business address or other computers or electronic devices not exclusively under your control. You understand and agree that you will not respond to the e-Delivery notice by return e-mail, or use it to request information, service, paper copies or other items or to revoke consent. Neither the Firm nor Pershing will be responsible to act upon requests made in that manner.
6.2.5 Paper Copies. You can receive a paper copy of your Account Communication previously delivered through the Service at your request. A fee may apply for any additional paper copies of Account Communications. Paper copies of Account Communications can be requested as directed in the Pershing Electronic Notification Agreement. A paper copy of Account Communications can be obtained until the copy is no longer required to be maintained as permitted by applicable law, rule or regulation.
6.2.6 Revocation and Termination. You may revoke consent or the Service may be terminated at any time. Any other account owner may revoke authorization and consent for the e-Delivery service for such owner's own Account(s) at any time as directed in the Pershing Electronic Notification Agreement.
6.2.7 Form 1099. You understand and agree that Form 1099 for your Account may be required to be printed and attached to a Federal, State, or local income tax return. Consequently, you may require additional hardware such as a printer, appropriate printer paper, ink, cables and connections as well as accompanying software and compatible computer programs that facilitate printing of your Form 1099 for your records and attachment to your tax return. Revocation of Form 1099 electronic delivery through the Service for an Account must be furnished in writing indicating withdrawal of your consent and may be confirmed in writing. Your revocation will not apply to any Form 1099 that was furnished electronically through the Service prior to revocation. For Accounts accessing Form 1099 through the Service, a notice made electronically though the Service or in writing may be sent to you prior to a material change in required hardware or software describing the revised requirements. A new consent or confirmation of consent may be required from you to continue to receive the Form 1099 through the revised electronic format.
7.1 Additional Terms. Use of the Service to monitor account activity, stock prices, your Account or other Information through electronic alerts as described on the Site, is available to you by activating an additional section of the Service offering online alerts provided by Pershing on behalf of the Firm ("Alerts"). Alerts may allow you to retrieve such Information online, or elect to have it delivered via e-mail, to a pager, or digital cell phone device. You agree that your use of Alerts is subject to the additional terms and conditions of Pershing's Alerts Terms & Conditions ("Alerts Terms and Conditions") as well as this Agreement. If you use a CGMI alerts service for your Account and that service will continue through this Site and Service then the Alerts Terms and Conditions as well as this Agreement replace and supersede any prior agreement with CGMI for such similar service and delivery.
7.2 In addition to the Alerts Terms & Conditions, if you enroll in an Alerts section of the Service, you understand and agree:
7.2.1 Limited Purpose. Alerts operate only as a one-way e-mail to you. You understand and agree that you cannot directly respond to an Alerts e-mail or communicate with the Firm by using an Alerts e-mail reply or other similar function.
7.2.2 Not Confidential. You understand that Alerts, which may convey information about your use of the Service, relationship with the Firm, and your Account(s) and activity may be transmitted through an unsecured, unencrypted medium (e.g., e-mail) and might be accessed, used, or misappropriated by unintended third-party recipients. You agree that information transmitted through the Alerts is not confidential and you acknowledge that you have no expectation of privacy with respect to such information.
7.2.3 Information Only. You understand and agree that prior to taking any action including placing an order, effecting a transaction, or any decision based upon Alerts information, you should consult with your advisor to review, verify and consider the price or other information contained in the Alerts for timeliness, accuracy, completeness, and its effect on your specific investment needs and objectives. Due to the nature of the Internet and other variables outside the Firm 's control such as delays or interruption in e-mail and wireless services, the frequency with which you retrieve your Alerts, or the operation of your e-mail, wireless or other electronic devices or Internet service provider, the message or content of your Alerts may be delayed or contain dated, incomplete or summarized information and errors or omissions, or the Service may have experienced interruption or delay. Neither the Firm, nor its parent, subsidiaries, affiliates or any of its or their respective directors, officers, control persons, employees, agents, third party content providers, vendors, service providers or licensors ("Affiliates") shall have any liability for trading or investment decisions or other actions or omissions based upon the information provided through the Alerts or Service.
7.2.4 Not a Solicitation, Offer or Advice. Alerts are not recommendations, advice, or a solicitation of an offer to buy or sell any security. You are solely responsible for choosing the criteria that will determine when and why Alerts may be sent. The Firm provides neither investment advice nor expresses any opinion with respect to the suitability of any security identified through the Service. Transmission or receipt of such information does not create an investment advisory relationship between you and the Firm, Pershing or your advisor.
7.2.5 Accuracy, Completeness, and Timeliness not Guaranteed. There is no guarantee that delivery of an Alert can or will be effected or that it will occur during any particular time period and neither the Firm nor its Service Provider shall be responsible for any losses or missed opportunities incurred by you due to the delay or non-delivery of an Alert through the Service. Alert content may contain errors or omissions, and there may be interruptions, suspensions or malfunctions of the Service. You are solely responsible for describing and determining the criteria that govern your receipt of an Alert as well as when or why an Alert may be sent.
7.2.6 Modification and Cancellation. The Firm or the Service Provider may change or discontinue, temporarily or permanently, all or any part of the Alerts service or change, suspend or discontinue any Alerts feature, or impose limitations or restrictions on your access to any aspect or feature of the Alerts service at any time and without notice to you.
7.2.7 Copying and Re-Distribution. You may download, use and copy Alerts information only for your personal, non-commercial use subject to the terms of the Agreement. In addition, you may not modify the information or create derivative works, nor may you sell, transmit, display, transfer, distribute or disseminate the information, in whole or in part, to any entity or person. Commercial, non-personal use without prior written consent from the Firm is expressly prohibited.
7.2.8 Additional Costs. You may receive alerts through a text or web-enabled mobile device, an e-mail account that is accessed via a personal computer, or both. It is your responsibility to determine if your mobile service provider supports text messaging and your telephone or other mobile device is capable of receiving text messages. Alerts are subject to the terms and conditions of your agreement(s) with your cellular phone carrier and/or Internet service provider. You are responsible for any fees or costs imposed by your cellular phone service and Internet service provider of any kind whatsoever.
8. ONLINE ORDER ENTRY - LIMITS, RESPONSIBILITIES
8.1 You may enter orders to purchase and sell certain securities through the Site's online order entry system ("Order Entry System", "Trading System") subject to certain conditions.
8.2 Securities, Trades May Be Limited. We may limit the type and number of securities traded through the Order Entry System, the dollar amount of securities you buy or sell through the Order Entry System, and impose any other trading restriction at any time and without notice to you. We may also limit the number of trades you make each business day through the Order Entry System, the total number of shares, option contracts or units (as applicable) or other securities which you may trade and the types of securities that may be purchased and sold through the Order Entry System. You agree to contact your account representative to determine any trading limitations or restrictions applicable to you. You agree that we are not responsible for any delay or failure to effect a transaction through the Order Entry System if your order is rejected for any reason permitted by this Agreement
8.3 Short Sales, Day Trading. You may not effect a "short sale" through the Order Entry System, including a short sale "against the box", unless we notify you otherwise in writing or through electronic notice on the Site.
In addition, providing the means to place trades electronically is not a recommendation or endorsement of what is commonly referred to as "day trading;" for your Account, that is the practice of purchasing and selling (or selling and purchasing) the same security within one day's trading. You understand that engaging in the practice of day trading is extremely risky and is not appropriate for certain clients including many of those with limited resources, limited investment or trading experience or a low risk tolerance.
8.4 Discontinue or Change System At Any Time, Right to Refuse a Trade or Access. We may terminate, discontinue, limit or change the Order Entry System or your use of the Order Entry System at any time in our sole discretion and for any reason. Such discontinuation or change shall not affect any purchase or sale order that we have already accepted at the time of such discontinuation or change, and this Agreement will apply to such order. In addition, the Firm reserves the right to refuse to execute any transaction entered by you through the Order Entry System if the Firm determines, in its sole discretion, that you lack adequate creditworthiness, or if the Firm is uncertain as to the identity of the person entering the order, or for any other reason which it deems appropriate. We are not required to make available or to continue to make available the Order Entry System to residents of any non-U.S. jurisdiction where we determine, in our sole discretion, that furnishing the Order Entry System to such persons might be unlawful under the laws of such non-U.S. jurisdiction or the laws of the U.S., or compliance with either of such laws is impracticable or commercially unreasonable.
8.5 Cash Or Securities May Be Required. We may require, in our sole discretion, a cash or equity deposit and may determine the adequacy of any such deposit prior to the execution or arranging of execution of any transaction through the Services. In the event you enter an order to buy a security through the Order Entry System, and the Firm determines that such order requires the deposit of additional cash or securities, you agree to make such deposit on or before the settlement date for such transaction. Further, neither the Firm nor Pershing will be responsible for any delay or failure to provide the Services, including the execution of any securities order, in the event there you lack sufficient funds in your Account(s) or you delay or fail to make a required cash or equity deposit.
8.6 Account Restrictions. If there is a restriction on your Account(s), your use of the Services' and online Order Entry System will be so restricted with respect to such Account(s). In addition, if you are a director, ten percent shareholder or executive officer of a publicly-traded company, or a person who is an affiliate of such a company within the meaning of Rule 144 under the Securities Act of 1933 or who is otherwise covered by such rule, or who holds securities acquired as a result of a merger, acquisition or consolidation (collectively, a "Restricted Person"), you agree not to enter any orders through the Order Entry System to buy or sell any securities, or derivative securities thereof, with respect to which you are a Restricted Person. You agree that the Firm will not be liable for any claims or losses you incur directly or indirectly if you are a Restricted Person and buy or sell such securities through the Order Entry System. Further, you represent that there are no security interests, liens, encumbrances or impediments to transfer with respect to any securities in your Accounts, except for securities with respect to which you are a Restricted Person or if the Firm has a first priority lien and security interest in the Account.
8.7 Quoted Price. If you place your order to buy or sell a security through the Order Entry System during regular daytime trading hours a price quotation and/or the last reported sale price for such security (other than a mutual fund, unit investment trust or other security whose net asset value is computed only once per trading day), may be displayed on the Site. You acknowledge that the price for such security indicated on the Site is for informational convenience only, and that such price may differ (even substantially) from the price you receive when your order is executed through the Order Entry System. Trading in some securities may be characterized by very high trading volume and rapid price swings. You acknowledge and agree that you may receive an execution price for such securities that is significantly different than the quoted price displayed on the Site, which can result in potentially significant market losses to you.
8.8 Order Received. We will not be deemed to have received or accepted any order through the Order Entry System until you receive an electronic message through the Order Entry System confirming such receipt and either accepting or rejecting such order. You will not assume that an order has been executed, changed or cancelled until you have received a transaction status report from us specifically indicating that the order has been executed, changed or cancelled. From time to time, you may receive delayed reports of order executions, changes and/or cancellation request status from exchanges or market participants reporting the status of transactions. You will be subject to late reports of executions related to orders that were previously unreported to you or reported to you as being expired, cancelled or executed.
8.9 Transaction Confirmations and Reports. You will receive a trade confirmation of each buy or sell transaction that has been executed for your Account. This confirmation will be delivered by regular mail unless the Firm determines in its sole discretion to deliver it in electronic form and you consent. This confirmation shall be the official record of your transaction with the Firm. Unless the Firm otherwise notifies you in writing or by notice on the Site, any Information provided through the Services or Order Entry System shall not be deemed to supersede or replace trade confirmations or monthly or quarterly statements required to be provided to you. You agree that we are not obligated to provide you with any trade status report other than the official confirmation. The Service may provide electronic or other trade status reports as a courtesy only. The accuracy or timeliness of such interim trade status reports is not guaranteed and neither the Firm nor Pershing will be liable for any losses arising out of or relating to delayed issuance or failure to issue an electronic or other trade status report, or from errors in such reports that are subsequently corrected by you in official confirmations.
8.10 Prompt Notice Required. You agree to notify us promptly in writing by regular or certified mail if you become aware of any of the following: a) failure by you to receive a confirmation of the execution of a transaction made through the Order Entry System within five (5) business days of your online transaction instruction, b) failure to receive an online message that an order initiated by you through the Order Entry System has been received and either (i) rejected, (ii) accepted, or (iii) executed, c) the receipt of a confirmation for a transaction executed through the Order Entry System which you believe was not authorized or placed by you, or d) if your online account[s] or your the Firm monthly or quarterly statement shows a discrepancy in your Account balance, security positions, transaction summary or other entries. You agree that the Firm will not be liable for any claims or losses you incur if you fail to notify the Firm promptly of the occurrence of any of these events.
8.11 Cancellation of Orders. You acknowledge that if you have entered an order to buy or sell a security through the Order Entry System that you later request the Firm to cancel or modify, all or part of the original order may be executed while your request to cancel or modify is being processed.
8.12 Limit Order. By placing a limit order through the Order Entry System to buy or sell a security, you acknowledge your understanding that (i) your limit order will not be executed unless the market price of the security reaches your limit order price and your limit order has sufficient order priority and is otherwise permitted to be executed according to the rules and regulations of the market where the limit order is placed, (ii) under some market conditions or for certain securities, the Firm may decline to accept any limit orders or limit orders above or below a particular price. The Firm is authorized (but not required) to cancel a currently pending order of yours if the execution of such order through the Order Entry System would result in a short position in your account. If you enter an order to buy a security through the Order Entry System at a time when other buy orders you have placed with the Firm are unexecuted, the Firm is authorized (but not required) to cancel any of these orders that in the aggregate exceed your trading limit.
8.13 Good-till-Canceled and Day Order. You understand that a Good-till-Canceled Order entered through the Order Entry System will remain open unless you give the Firm instructions to cancel such order, and that a Day Order entered through the Order Entry System shall remain open only for the remainder of the trading day on which the order is entered.
8.14 Delays in Accepting and Executing Orders. You acknowledge that if your order is entered at a time when trading has been delayed or suspended on the U.S. trading markets, the Firm will execute your order as promptly as possible when trading for such security commences or resumes on such trading markets. For some securities, there can be significant delays in accepting or executing client orders to buy or sell these securities. These delays may be caused by various factors, including the inability of the market(s) to absorb all orders at the same time and imbalances of buyers and sellers. Systems constraints associated with the Internet may also delay the transmission, acceptance or execution of your order.
8.15 Use Alternative Order Methods. You acknowledge and agree that we provide a variety of ways of accessing your Account, including via telephone and the Service. You agree that if you experience any difficulties accessing the Site or Service, particularly during periods of heavy trading and volatile market conditions, you will attempt to use alternate methods to access your Account. You understand that we, however, will not accept orders or instructions by e-mail, facsimile or postal mail (including U.S. mail or overnight delivery).
8.16 Orders Considered Unsolicited. You acknowledge and agree that any transaction effected through the Order Entry System will be considered unsolicited by us unless you check the appropriate box on the Order Entry System screen to indicate that your order was recommended by your financial advisor to you personally. You acknowledge that the Firm is not responsible for the suitability or appropriateness of unsolicited orders you place through the Order Entry System.
8.17 Errors. If you make an error in the process of entering an order through the Order Entry System ("Error"), you agree that neither the Firm nor Pershing will be responsible for any losses you incur or delays you experience as a result of such Error. The Firm's inability or failure to detect and notify you of any Error you make (regardless of the nature of such Error) will not cause us to be responsible for any losses you incur or delays you experience as a result of such Error. You agree to indemnify and hold harmless the Firm and its directors, officers, employees, control persons, vendors, licensors and agents from and against any and all claims, losses, liabilities, damages and costs (including reasonable attorney's fees and out-of-pocket expenses) arising out of or related to any Error that you fail to correct or arrange for the Firm to correct. This indemnification shall be binding upon you and your executors, administrators, heirs, successors and permitted assigns and will survive termination of this Agreement.
8.18 Duplication. You are responsible for knowing the status of your pending orders before entering additional orders. Any duplication by you of a pending order will be considered authorized and intended by you, even if the execution of the order exceeds your available funds or purchasing power. If you enter a cancellation request, you agree to wait for a transaction status report specifically indicating that your cancellation request has been effected prior to entering a replacement order. You will rely on official transaction confirmations as the official records of transactions in your account, and you agree to contact us as directed on the Site in the event you are unclear as to the status of an order.
8.19 Options. If you enter into the purchase and sale of options contracts through the Order Entry System, you agree to abide by the rules of any national securities exchange, registered securities association or registered clearing agency applicable to the trading of options contracts, and acting alone or in concert with others, you agree not to violate the position or exercise limitation rules and the order entry rules of any such exchange, association or clearing agency. You acknowledge that prior to entering into an options transaction, you will have received, read and understood a pamphlet entitled "Characteristics and Risks of Standardized Options" published by the Options Clearing Corporation.
8.20 Principal or Agent. You understand that, with respect to any given transaction executed through the Order Entry System, the Firm may act as your agent, as a principal for its own account, or as agent for some other person as well as for you. The capacity in which the Firm acts will either be reflected in your written confirmation of the execution of such transaction, or will be provided to you at your request.
8.21 Margin. If you trade on margin through the Order Entry System, you acknowledge that CGMI makes margin available through Pershing, which allows you to borrow against the value of eligible securities in your Account. While CGMI will set margin rates, approve accounts for margin and make other substantive decisions regarding the provision of these loans, Pershing is the margin lender. Your information about the credit terms and policies applicable to margin is set forth in your Client Agreement as well as in the "Credit and Margin Disclosures" section that can be found within the "Pershing Disclosure Statement" supplied to you upon opening your Account. Please also refer to the separate Margin Disclosure
provided on this Site containing important information relating to borrowing against securities and some basic facts about purchasing securities on margin and to alert you to the risks involved with trading securities in a margin account. Before trading stocks in a margin account, you agree to carefully review the Margin Account Agreement provided by Pershing.
9. SECURITY, CONFIDENTIALITY, ACCESS CODES
9.1 Your Information. The Firm will use reasonable precautions to maintain the security and confidentiality of Information you receive and material and/or data you provide, create, input or develop in connection with your use of the Site or Services ("Data"). Nonetheless, because such Data from you or Information you receive are provided through the Internet, you hereby acknowledge and agree that there can be no guarantee that such transmissions, or any communication will remain secure. In addition, the Firm may disclose your name and other personal and financial information about you to its employees, representatives, officers, agents and affiliates, as well as a governmental entity or self-regulatory authority, an Internet Service Provider or any other third-party agent or service provider: (a) for any purpose related to offering, providing, administering or maintaining the Site and Services, (b) to comply with applicable rules, orders, subpoenas or other legal process, (c) as described in this Agreement, or (c) for any other legitimate business purpose. The provisions of this section will survive termination of this Agreement.
9.2 Access Codes. You shall be responsible for the confidentiality and use of all your Access Codes and those that you have assigned to others including user name(s), password(s) and other security data, methods and devices to access the Site or Services. You understand and agree that you are solely responsible for all acts and omissions relating to the use of the Site or Service, including all orders entered through the Service using Access Codes assigned to you for your use or that of others as designated by you. You understand and agree that it is your responsibility to maintain the confidentiality of such Access Codes, to change them regularly and to keep them confidential.
9.3 Lost or Stolen Codes. You agree to notify us immediately if: (i) an order is placed through the Service and you do not receive an accurate acknowledgement of the order or of its execution; (ii) you receive acknowledgment of an execution of an order which you believe you did not place; or (iii) you become aware of any unauthorized use of your Access Codes such as you user name(s) or password(s). If you fail to notify us as soon as practicable when any of the above conditions occur, neither the Firm, nor any of its affiliates or Pershing will be liable to you or to any other person for any claim with respect to the handling, mishandling or loss of any order, instruction, request or your personal information.
10. CONSOLIDATED ACCOUNTS
10.1 Shared Access. If your Accounts are consolidated for online viewing or delivery purposes with other owners, (e.g., your client statements are mailed to you in one envelope with those of other owners) ("Statement Consolidation"), then you and others in the Statement Consolidation group may be able to view all such accounts (yours and theirs) online through the Service or Site as a consolidated group and in print as applicable. By consolidating your statements, you authorize and consent to the display of your personal and financial information to others in your Statement Consolidation group and their agents, representatives and other persons they authorize. For purposes of clarity, if you receive your Account statement and your IRA statement in the same envelope, but your spouse's IRA statement is mailed in a separate envelope, initially you may be able to view only your Account and your IRA. However, should you agree to consolidated delivery with your spouse, your statement may be included with that of your spouse in the same Statement Consolidation group, and you and your spouse, other account owners, as well as others you or your spouse may authorize, can access and view each other's statement and related information.
10.2 Removes Data Restrictions. Through your use of Statement Consolidation you have superseded any other limit or restriction regarding sharing your personal and financial information you have given to us. You understand and agree that consolidation of your statements and other personal or financial information with those of others is a serious and significant entitlement to confidential information give to others about you and other Account owners that you have considered carefully and agree to monitor while granted.
11. ACCESS BY INTERESTED PARTIES
11.1 Third Party Access. You may grant a third party ("Interested Party," "IP") authority to view and otherwise access information through the Site and the Service. By designating others as an Interested Party, you direct the Firm and its Service Provider to release without restriction through the Service and the Site such Information to the Interested Party as would be released to you including but not limited to Account Information, Statement Consolidation, and other Information such as calculations, documents and reports.
11.2 Change of Control. The Interested Party may be able to independently access, view, download, share, copy, transmit, print and otherwise acquire and control all such accessible Information about you and other Account owners and beneficiaries. Once an Interested Party has accessed Information through the Service, your Information and/or that of others is subject to such Interested Party's care and control including the Interested Party's privacy and security policy, practice or procedure, if any, and such Information will no longer be within the custody, care or control of the Firm, its affiliates, Pershing, or service providers.
11.3 Not Liable. You understand and agree that enrollment of an Interested Party in the Site or Service is a serious and significant entitlement to confidential information about you and other that you have considered carefully and that you agree to monitor while granted. You should carefully consider the security and privacy practices of any Interested Party before granting an Interested Party access to the Service. You understand and agree that neither the Firm nor Pershing will be responsible or liable in any way for the failure of any Interested Party or other third party user you have authorized to access your Information, the Services or Site to protect and maintain the confidentiality of your Account Information or other personal information.
11.4 Termination. An Interested Party's authorization to access information on the Site and Service will continue in effect either until Firm receives written revocation from you terminating the IP authorization entirely and Firm has a reasonable time but not less than two (2) Business Days to act upon that notification, or until the Agreement is terminated by Firm or Client.
11.5 Separate Access Code and Limits. A unique Access Code shall be used to authenticate such Interested Party using the Service and upon which the Firm will rely in the same manner in which it relies on your Access Code. You shall direct the Interested Party to safeguard and keep confidential the IP Access Code. The Firm, in its sole discretion, may at any time, and from time to time: (i) establish a limit on the number of Interested Parties that you may authorize, (ii) refuse to allow you to authorize a particular person as an Interested Party, and (iii) remove previously authorized Interested Parties from the Service.
12. APPLICATIONS AND DOWNLOADS
12.1 Third Party Applications. Through the Site or Services you may have the ability to download Account Information into your computer or other electronic device through personal software provided to you by an online service or software provider ("Online Provider") for certain informational, reporting or calculation functions such as financial spread sheets or taxes ("Applications"). If you use such Applications (or permit another to use Applications on your behalf), you are responsible for the installation, maintenance and operation of your computer and the Application. The Firm is not responsible for the Application or its effect on any computer operating systems, hardware or installed software. Any inquiries must be directed to the Application manufacturer in accordance with the instructions accompanying the Application. The Firm is not responsible for any related problems (such as any computer virus, etc.) that may be associated with the use of the Applications.
12.2 Internet Transmission. You acknowledge that by using Applications that access to Account information may be provided through the Internet by means of an unaffiliated Online Provider chosen by you. Although the Firm and Pershing shall use reasonable precautions to maintain the confidentiality of your Account information, because your Account can be accessed through the Internet using such Applications, you acknowledge and agree that there can be no assurance that your Account Information will remain secure.
12.3 Third Party Access. You understand and agree that the Applications are provided by independent Online Providers often through the Internet and that neither the Firm nor Pershing is responsible for losses caused by such Online Providers. The download of Account Information may be available only to certain Online Providers or Applications and can be revoked at any time. Account statements mailed or accessible to you in the same consolidation as you may direct may be available for download to such Applications and you should access and download such data carefully with consideration of desired security and confidentiality.
13. LINKED ACCOUNTS - INFORMATION DISCLOSURE
13.1 Access to Your Linked Information. When you link your Account, electronically or otherwise, to other accounts or relationships with our affiliates for any purpose including but not limited to viewing information, securities settlement, bill payment or funds transfer, then you understand and agree, consent that certain personally identifiable and financial information about your Account and such linked accounts and client relationships may be available and displayed on the Site and through the Services and you Account to those authorized to access the Site, Services or your Account including your advisor regardless of your instruction(s) to us or our affiliates to limit sharing your personal information as described in privacy notices to you regarding such accounts or customer relationships.
13.2 Disclosures and Use. You acknowledge and agree that we may provide access or disclose your name and other personal and financial information about you and other owners of your linked accounts. Such access or disclosure can include our employees, representatives, officers, agents and affiliates, as well as any governmental entity or self-regulatory authority or any third party agent or service provider: (a) for any purpose related to the Site, Services, your Account and your other linked Citi account(s) as well as the linking services or benefits provided in connection therewith (including your account representative, advisor and other employee or representative of the Firm or its affiliate ability to view all such linked accounts), the CGMI Client Agreement and the affiliate's client agreement; (b) to comply with applicable rules, orders, subpoenas or other legal process; or (c) for any other purpose described in the privacy disclosures, statements, or notices provided to you. You understand and agree that (i) any instructions, opt-outs or conditions you may have given us, Pershing or our affiliates concerning the access to or sharing or use of such information will be superceded in part to allow access, sharing and use of such information for purposes related to the Site, Services, your Account and your other linked Citi account(s).
14. LINKS TO THIRD PARTY SITES
14.1 For Convenience Only. This Site may contain links to web sites or other Internet locations controlled or offered by third parties. When you link through the Service to a service provider's, issuer's or other third party's web site, Internet location or other source of information, you acknowledge and agree that you are leaving the Firm and its web site and may be subject to terms and conditions, policies and practices applicable to users of such third party web sites. Such links do not constitute an endorsement, recommendation or guarantee of such web sites, locations or any products or services offered or information contained at that web site. Such third party sites may have terms, procedures or policies, including but not limited to privacy, security and communications, different from those of the Firm and the third party website may provide less security than this Site. Neither the Firm nor Pershing, or the Site's service providers are responsible or liable to you or others for any information, advice, materials, links, policy, practice, condition, content, activity, products or services posted or offered at any of the third party sites linked to this web Site or your use or reliance on such contents found at such web sites or locations.
16. FEES AND TAXES
16.1 Fees. If the Site or Service is currently provided to you with or without a fee or charge, the Firm reserves the right to impose or change fees and charges for the Site and/or Service. A notice as described in this Agreement will be made if there is a charge to you for the Site or Service.
16.2. Taxes. You agree to pay, if and when due, all federal, state and local taxes applicable to your subscription to, use or receipt of the Site, Information or Services.
17. UNLAWFUL INTERNET GAMBLING
17.1 This Agreement contains the Unlawful Internet Gambling Enforcement Act of 2006 ("UIGEA") affirmation clause. By accepting the Agreement you represent that neither you nor any other person who has an ownership interest in or authority over your Account knowingly owns, operates or is associated with a business that uses, at least in part, the Internet to receive or send information that could be used in placing, receiving or otherwise knowingly transmitting a bet or wager.
18.1 You hereby agree to defend, indemnify and hold harmless the Firm and its affiliates (and its and their directors, officers, employees, control persons, vendors, licensors and agents), Pershing, and Information Providers from and against any and all claims, losses, liabilities, damages, costs and expenses (including but not limited to reasonable attorney's fees and costs) arising out of or related to your breach of your agreements, representations and warranties contained in this Agreement, or the use of the Site, the Services and the Information by you, by other persons to whom you have provided your Access Codes or for whom you have established separate Access Codes or arising from your furnishing of any of the Information to any third party or your violation of this Agreement, state or federal securities laws or regulations, or any third party's rights, including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This indemnification shall be binding upon you and your executors, administrators, heirs, successors and permitted assigns. This obligation will survive any termination of this Agreement.
19 AMENDMENT, MODIFICATION AND WAIVER OF THIS AGREEMENT
19.1 Except as herein provided, no waiver, modification or amendment of any provision of this Agreement will be effective against the Firm, Pershing or service providers unless the same is in writing and signed by an authorized official of the Firm and Pershing as applicable. We may modify these terms and conditions at any time upon prior written notice or by notice through the Site. You agree that if you use the Site or Services after such notification of changes to this Agreement, you will be bound by all such changes. At the time of such modification, you will have the opportunity to reject such modification by written notice to us, which rejection shall constitute a termination of this Agreement and of your rights to access and use the Site, the Services and the Information.
19.2 Paragraph or section headings are for convenience only and shall not be a part of the terms and conditions of this Agreement. Should any term or provision of this Agreement be held to be invalid or unenforceable by any court of competent jurisdiction or by a governmental agency or self-regulatory authority, or subsequently become invalid and unenforceable as a result of a change in applicable law, the remaining terms and provisions shall continue in full force and effect
19.3 The Firm's or Pershing's failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on the Firm's or Pershing's part to exercise any power or right given to the Firm or Pershing in this Agreement, or a continued course of such conduct on the Firm's or Pershing's part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. All rights and remedies given to the Firm or Pershing in this Agreement are cumulative and not exclusive of any other rights or remedies which the Firm or Pershing otherwise has at law or equity.
20.1 This Agreement and your rights and obligations hereunder may not be assigned by you without our written permission, shall inure to the benefit of our successors and assigns whether by merger, consolidation or otherwise, and shall be binding upon your executors, administrators, heirs, successors and permitted assigns. We may assign this Agreement or any of its rights or obligations under this Agreement to a company affiliated with us or to any successor company (whether by merger, consolidation or otherwise), or to any other person or entity at any time without your consent. You may not sell or distribute commercially the Site, Information or the Services.
21. TERMINATION OF AGREEMENT, SITE OR SERVICES
21.1 The Firm and Pershing reserve the right to terminate this Agreement, your access to the Site, and/or the Services or any portion of it in their sole discretion, without notice and without limitation for any reason whatsoever without liability to you, including, but not limited to, the unauthorized use of your Access Codes, number(s), passwords(s) and/or Account number(s), breach of this Agreement, and discontinuance of the Firm's and Pershing's access to any Information or data from any Information Provider or termination of one or more agreements between the Firm and Pershing and Information Providers.
21.2 If this Agreement is terminated, you authorize the Firm or Pershing to deduct applicable fees, if any, for use of the Site or Services from your Account. Certain paragraphs or sections of this Agreement will survive termination as noted in such paragraph or section. In addition, the provisions of this Agreement that by their nature and content are intended to survive the performance hereof, shall so survive termination of this Agreement. Termination of this Agreement will not result in the termination of the Client Agreement, the terms of which will continue to be in full force and effect.
22. APPLICABLE LAWS AND RULES
22.1 Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the State of New York without giving effect to such State's conflicts of law rules. The statute of limitation applicable to any claim shall be that which would be applied by the courts of the state in which you reside. If you do not reside in the United States, the statute of limitations shall be that which would be applied by the courts in the state where the Firm office servicing your account(s) is located. The provisions of this section will survive termination of this Agreement.
22.2 All transactions under this Agreement shall be subject to the constitution, rules and regulations, customs and usage of the securities exchange or other trading market where the transactions entered through the Order Entry System are executed and to the provisions of the federal securities laws, the rules and regulations of the U.S. Securities and Exchange Commission, and where applicable, state securities laws, rules and regulations.
23. AGREEMENT TO ARBITRATE
This agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows:
- All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
- Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
- The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
- The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
- The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
You agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between you and CGMI or the Firm and/or you and Pershing and/or any of our or Pershing's present or former officers, directors, or employees concerning or arising from (i) any account maintained by you with CGMI and/or Pershing individually or jointly with others in any capacity; (ii) any transaction involving CGMI, the Firm and/or Pershing or any predecessor firms by merger, acquisition or other business combination and you, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agreement between you and us or you and Pershing, any duty arising from the business of CGMI, the Firm or Pershing or otherwise, shall be determined by arbitration before, and only before the Financial Industry Regulatory Authority ("FINRA").
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the person is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.
The provisions of this section will survive termination of this Agreement.
You acknowledge that you have received electronically a copy of this Agreement.
Your access to and use of the Site and Services and Information available through the Site is subject to compliance with all the terms set forth in this Agreement. Please read the Agreement carefully before you click on your acceptance thereof. If you are not willing to be bound by the terms and conditions of the Agreement, you should not click on your acceptance thereof or use the Site, Services or Information. By clicking on the button marked "I Agree" or by your use of the Site, Services or Information, you are signifying your acceptance of this Agreement and your intention to be bound by it as follows:
I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.