ACCESS AGREEMENT TO VIEW ACCOUNTS THROUGH RBC DAIN RAUSCHER CONNECT™
This Access Agreement is between RBC Dain Rauscher Inc. (including any affiliates, divisions or units) ("RBC Dain Rauscher"), and any clients of RBC Dain Rauscher™ ("you" or "your"), and relates to your use of RBC Dain Rauscher Connect (the "Program"), to view your RBC Dain Rauscher brokerage account(s) (the "Account") through the RBC Dain Rauscher Connect Website (the "Site"), obtain information about securities, products and services, trade securities, and communicate electronically with RBC Dain Rauscher: You understand, acknowledge and agree that any online trading that you conduct through the Program will be governed by and subject to the terms of your account agreement, and that the provisions of the account agreement shall govern the rights of the parties hereto in the event of a conflict between the terms of this Agreement and the account agreement.
1. SERVICES PROVIDED
In consideration of your agreement with the terms of this contract, which you provide by clicking the "I Agree" button which appears at the bottom of this Agreement, RBC Dain Rauscher agrees to provide you with electronic access, through your computer, to the Account. You agree not to use, or attempt to use, the Program if you do not agree to the terms of this Agreement.
2. HARDWARE AND SOFTWARE
To access the Program, you agree to use the type of hardware, including, without limitation, computers, modems, hard disk, and any other electronic devices, and telephone connection equipment ("Hardware") and software ("Software"), including a secure Internet browser, sufficient to allow secure use of the Program. You are responsible for the installation, maintenance and operation of the Hardware and Software. In addition, you understand and acknowledge that RBC Dain Rauscher may make use of "cookies" to, among other things, allow your Web browser to store and retain certain information.
3. USER CODES
A. When you register to use the Program, you must create your own user identification. You should write down your user identification information and maintain it as highly confidential. Shortly after you register to use the Program, RBC Dain Rauscher will mail you its standard package of information containing a temporary password and instructions regarding the operation and use of the Program. You should select your own password (the "Password") when you use the system for the first time. (Your user identification information and Password are hereafter referred to as "User Codes".)
B. The User Codes are for your personal use only. You are responsible for their confidentiality and agree not to provide them to any third party. You are solely responsible for any loss(es) or damage(s) arising from your provision of the User Codes to a third party. You are responsible for all statements made and acts or omissions that occur while your User Codes are being used. RBC Dain Rauscher is not responsible for any breach of security caused by your failure to maintain the confidentiality of your User Codes. You agree to notify RBC Dain Rauscher immediately if the confidentiality of any or all of your User Codes has been compromised or if there has been unauthorized use of the Program. RBC Dain Rauscher reserves the right to revoke your User Codes at any time without prior notice.
4. ELECTRONIC COMMUNICATION
The Program permits you to communicate electronically with RBC Dain Rauscher via e-mail. You will provide RBC Dain Rauscher with your e-mail address. However, you agree not to use e-mail to give RBC Dain Rauscher any instruction affecting your account(s) or any linked accounts, including, but not limited to, placing orders to purchase or sell a security or to transfer funds. You agree not to use e-mail for the transmission of any personal credit information (including credit card numbers), to give notice of a change of address, to give instructions to change or to confirm your User Codes, or to give RBC Dain Rauscher any time-sensitive instructions. RBC Dain Rauscher shall not be liable for any actions taken or any omissions to act as a result of any e-mail message you send to RBC Dain Rauscher.
5. YOUR OBLIGATIONS
A. You agree that you will keep confidential and not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, re-disseminate, or commercially exploit the data, information, or services provided under this Agreement. You agree that you are solely responsible for all information electronically transmitted to RBC Dain Rauscher by you, and for the use of any data, information, or services obtained by, using your User Codes and any other security data.
B. You shall immediately notify RBC Dain Rauscher if there is unauthorized use of your User Codes or other security data.
C. You shall immediately notify RBC Dain Rauscher if there is a discrepancy in your Account balances or security positions.
D. All notifications to RBC Dain Rauscher pertaining to this Agreement shall be directed to:
RBC Dain Rauscher Inc.
E. You accept full responsibility for monitoring your Account.
F. You agree to provide all telephone and other equipment necessary to access the Program and you will be solely responsible for paying all related charges.
6. SUITABILITY AND COMPLIANCE WITH LAW; PROPERTY RIGHTS IN INFORMATION AND SERVICES
A. The Program is provided by RBC Dain Rauscher for your personal use only. Nothing in this Agreement or contained in or available to you through the Program should be construed as a solicitation or recommendation to buy or sell securities. RBC Dain Rauscher does not provide investment advice through the Program and does not represent that any securities are suitable for you. In addition, you agree to make your own independent evaluation of the investment merits and suitability for you of any such securities. Reliance on the Program shall be at your risk. Neither RBC Dain Rauscher, nor any affiliated entity of RBC Dain Rauscher, nor any of the respective agents, employees, or information providers shall be liable to you or anyone else for any inaccuracy, error, omission, interruption, untimeliness, incompleteness, deletion, defect, alteration, or use of any content herein, regardless of cause. You also acknowledge that the information provided through the Program may be incomplete, and that RBC Dain Rauscher does not provide tax or legal advice. You agree that the Program, or any information used in or obtained from the Program, will not be used by you as tax or legal advice or for tax preparation purposes.
B. If you use the Program, or the links included on the Site, to gain access to a World Wide Web site, Internet location or source of information of any company, organization or person other than RBC Dain Rauscher, you acknowledge that those sites are not under the control of RBC Dain Rauscher. You agree that RBC Dain Rauscher shall not be responsible for any information or other links found at those sites, or for your use of such information, and you agree that RBC Dain Rauscher does not sponsor or endorse those links. RBC Dain Rauscher provides such links only as a convenience to you and has not tested any software or verified any information found on the sites. The fact that RBC Dain Rauscher has provided a link to another site does not signify an endorsement by RBC Dain Rauscher of the site or its contents. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of the Site or the Program.
C. The Program is the property of RBC Dain Rauscher or its licensors and is protected by applicable copyright, patent, trademark or other intellectual property laws. Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, re-disseminate, or commercially exploit any part of the Program provided in any manner (including electronic, print or other media now known or hereafter developed) without the written consent of RBC Dain Rauscher. You also agree not to use the Program for any unlawful purpose, and you shall comply with any request of RBC Dain Rauscher or any of the third party providers to protect their respective rights in the Program.
D. Transmission or use of any material in violation of this Agreement, or any applicable law, rule or regulation (whether of the United States or other countries), or the rights of any third party, is prohibited. This includes, but is not limited to, copyrighted material; material which is defamatory, threatening, obscene, lewd and indecent; material protected by trademark, trade secret, or patent laws; or material(s) that results in an invasion of privacy.
7. WARRANTIES AND LIMITATIONS OF LIABILITY REGARDING THE PROGRAM AND INFORMATION PROVIDED THROUGH THE PROGRAM
A. THE ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS OF THE PROGRAM, OR ANY INFORMATION AVAILABLE THROUGH THE PROGRAM, CANNOT BE GUARANTEED. RBC DAIN RAUSCHER AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT HAVE ANY RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU MAY INCUR FROM ANY RELIANCE BY YOU ON ANY SUCH INFORMATION OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SEQUENCE, OR TIMELINESS THEREOF, OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY PART OF SUCH INFORMATION, OR FOR ANY UNAUTHORIZED USE BY YOU OF E-MAIL.
B. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RBC DAIN RAUSCHER AND ITS AFFILIATES, AGENTS AND LICENSORS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ERROR-FREE AND UNINTERRUPTED SERVICES. RBC DAIN RAUSCHER DOES NOT WARRANT, GUARANTY, OR MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU REGARDING (i) THE USE OR THE RESULTS OF THE USE OF THE INFORMATION AVAILABLE THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL RESULTS BASED ON USE OF ANY SUCH INFORMATION OR ANY DELAY OR LOSS OF USE OF THE INFORMATION, OR (ii) SYSTEM PERFORMANCE AND EFFECTS ON OR DAMAGES TO SOFTWARE AND HARDWARE IN CONNECTION WITH ANY USE OF THE SITE OR INFORMATION.
C. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, RBC DAIN RAUSCHER SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION, THROUGH THE PROGRAM, OF A COMPUTER VIRUS OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE AVAILABILITY OF THE INFORMATION OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY.
D. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, RBC DAIN RAUSCHER MAKES NO REPRESENTATION AND ASSUMES NO LIABILITY REGARDING THE QUALITY, SAFETY, ACCURACY, OR SUITABLITY OF ANY INFORMATION OR SOFTWARE FOUND ON ANY OTHER SITE NOT UNDER RBC DAIN RAUSCHER'S CONTROL.
E. RBC DAIN RAUSCHER AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU RELATED IN ANY WAY TO YOUR USE OF THE PROGRAM. EXCEPT AS OTHERWISE PROVIDED BY LAW, RBC DAIN RAUSCHER SHALL HAVE NO LIABILITY FOR LOSSES CAUSED BY THE NEGLIGENT ACTIONS OR FAILURE TO ACT OF ANY THIRD PARTY PROVIDER, AND TO THE EXTENT PERMITTED BY LAW, NEITHER RBC DAIN RAUSCHER NOR ANY THIRD PARTY PROVIDER SHALL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE), OR FOR ANY LOSS THAT RESULTS FROM A CAUSE OVER WHICH RBC DAIN RAUSCHER OR ANY OTHER SUCH ENTITY DOES NOT HAVE CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY SYSTEMS, SEVERE WEATHER, OR OTHER CAUSES COMMONLY KNOWN AS "ACTS OF GOD".
8. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS
As a condition of being permitted to use the Program, you represent and agree that the following statements are and will continue to be true for so long as you request access to the Program:
A. You are the person identified as the "registrant" in the RBC Dain Rauscher Connect application, and your name and address as provided in that application are correct.
B. You are at least 18 years of age.
C. You understand that RBC Dain Rauscher will not be responsible for the accuracy, completeness, or use of any information received by it or received by you from outside data sources through the Program and that RBC Dain Rauscher does not make any warranty concerning such information. You understand that all information provided or transmitted to RBC Dain Rauscher through the Program is at your sole risk and responsibility. You agree that neither RBC Dain Rauscher, nor any third party working with RBC Dain Rauscher to provide services hereunder, shall be responsible for any damages caused by communications line failure, unauthorized access, theft, systems failure, and other occurrences beyond its control.
D. You will not use any information or market data provided on the Site by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify RBC Dain Rauscher if you intend to do so and to pay any additional charges in connection therewith.
E. You understand that all the terms and conditions of your brokerage client agreement(s) with RBC Dain Rauscher, including, without limitation, any online trading account agreement, written acknowledgement or risks associated with online trading, margin and options agreement, or mutual fund application(s) or applicable prospectus, control the operation of your Account, and those terms and conditions are incorporated herein by this reference.
F. You agree to be liable for any and all charges or expenses incurred in connection with the use of the Program by you or any other person through the use of your User Codes, or otherwise. You understand that any rates, fees, billing, and terms governing services provided by outside vendors may be determined by the vendor.
G. You expressly acknowledge and agree that the use and storage of any information, including, without limitation, portfolio information, transaction activity, account balances, and any other information available through use of the Program is at your sole risk and responsibility.
H. You understand that each participating national securities exchange or association asserts a proprietary interest in all of the market data it furnishes to the parties that disseminate the data. You also understand that neither any participating national securities exchange or association nor any supplier of market data guarantees the timeliness, sequence, accuracy, or completeness of market data or any other market information, or messages disseminated by any party. No disseminating party shall be liable in any way, and you agree to indemnify and hold harmless such party, for (a) any inaccuracy, error, or delay in, or omission of, (i) any such data, information, or message, or (ii) the transmission or delivery of any such data, information, or message, or (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay, or omission, (ii) nonperformance, or (iii) interruption of any such data, information, or message, due either to any negligent act or omission by any disseminating party or to any "force majeure" event (i.e., 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 any other cause beyond the reasonable control of any disseminating party. You understand that the terms of this Agreement may be enforced directly against you by the national securities exchanges and associations providing market data to you.
I. You understand that, to the extent the Program utilizes Internet services to transport data or communications, RBC Dain Rauscher will take reasonable security precautions, but that RBC Dain Rauscher disclaims any liability for interception of any such data or communications. You also understand that RBC Dain Rauscher shall not be responsible for, and makes no warranties regarding, the access, speed or availability of Internet or network services.
J. You recognize that your use of the Program may involve the transmission to you of information that may be considered personal financial information, including, but not limited to, the identity and number of shares that you own in the Account and the net dollar price for any such shares. You consent to the transmission by electronic means of such information through the Program, and that such consent shall be effective at all times that you use the Program.
K. The Account is: 1. In your name individually, or as a joint tenant, or as a tenant in common; or 2. In the name of an estate, of which you are an authorized representative by will or court order; or 3. In the name of a trust, of which you are a trustee or other person acting with full authorization from the trustee(s); or 4. In the name of a minor person for whom you are custodian; or 5. In the name of a corporation, of which you are an officer or other authorized representative; or 6. In the name of a partnership, of which you are a partner or other authorized representative; or 7. In the name of a limited liability company, of which you are a member or other authorized representative; or 8. In the name of a corporate custodian, such as a broker-dealer.
9. TERMINATION OF USE
You agree that RBC Dain Rauscher may discontinue the Program, in whole or in part, at any time, and that RBC Dain Rauscher may modify or change the terms of it, in whole or in part, at any time. You agree that RBC Dain Rauscher may immediately terminate its services if you breach this Agreement or if you have jeopardized the property and efficient operation of its services. All payments due RBC Dain Rauscher shall be made directly to RBC Dain Rauscher in accordance with its policies. Any unauthorized use of the Program shall result in automatic termination of this Agreement.
Resale and/or any commercial redistribution of the Program is prohibited. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of RBC Dain Rauscher and shall inure to the benefit of RBC Dain Rauscher's successors and assigns whether by merger, consolidation or otherwise. RBC Dain Rauscher may assign this Agreement or any of its rights or obligations under this Agreement to a company affiliated with, or a successor to or assignee of, RBC Dain Rauscher, or to any other third party.
11. GOVERNING LAW
This Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to principles of conflicts of law. By accessing or utilizing the Program, you accept and agree to be bound by the laws of such jurisdiction. In the event that you do not agree to be bound by such laws, you must immediately discontinue your access or use of the Program. You agree that any action to enforce this Agreement shall be brought in the federal courts located in Minneapolis, Minnesota.
RBC Dain Rauscher may modify this Agreement at any time upon written notice or electronic posting of an amended for of the Agreement. RBC Dain Rauscher reserves the right, in its sole discretion, to deny access to any user of the Program, or any portion hereof. RBC Dain Rauscher's failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on the part of RBC Dain Rauscher to exercise any power or right given to RBC Dain Rauscher in this Agreement, or a continued course of such conduct on the part of RBC Dain Rauscher 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 RBC Dain Rauscher in this Agreement are cumulative and not exclusive of any other rights or remedies which RBC Dain Rauscher otherwise has at law or equity.