This Online Services Agreement ("Agreement")
governs your use of CAPITAL SECURITIES INVESTMENT CORPORATION ("CAPITAL
SECURITIES") online services (collectively, the "Service"),
which include Internet order entry and access to real-time quotes and financial
market information. This Agreement is a supplement to CAPITAL SECURITIES'
Customer Agreement, which applies to all transactions in your account, whether
conducted through a licensed broker or through the Service. If there are any
inconsistencies between this Agreement and the Customer Agreement, as they
relate to the provisions of online services, this Agreement controls.
1. Online Services. You shall use
CAPITAL
SECURITIES' online services and any enhancements or additions thereto, only
in accordance with this Agreement and pursuant to such rules or regulations as CAPITAL
SECURITIES may from time to time adopt for conduct at its Website and e-mail
systems. You alone are authorized by this Agreement to use the Service and you
shall be responsible for the confidentiality and use of your access number,
account number, password and personal identification number (collectively,
"Access Code"). You shall pay for and be solely responsible for all
orders placed through the Service using your Access Code, and CAPITAL
SECURITIES shall have no responsibility to determine whether unauthorized
persons have entered orders by use of your Access Code.
2.
Acknowledgment of Trades. You agree to
notify CAPITAL
SECURITIES immediately if (a) an order has been placed
through the Service and you have not received an order number or accurate
acknowledgment of its receipt or execution; (b) you have received acknowledgment
for confirmation of an execution which you did not place; or (c) you become
aware of any theft, loss or unauthorized use of your Access Code. If you fail to
notify CAPITAL
SECURITIES immediately when any of the above events occur,
neither CAPITAL
SECURITIES nor any of its officers, employees, agents or
affiliates can or will have any liability to you or to a person claiming through
you for any claims or damages in connection with the handling, placement,
execution or failure to execute any order.
3.
Financial Market Information. The Service
provides you with access to market quotes, news reports, research related to
securities, industries and issuers, financial information and data independently
obtained from third parties. While CAPITAL
SECURITIES believes this
information to be reliable, it does not guarantee or represent the accuracy,
completeness, timeliness or correct sequencing of such information, nor does it
endorse or recommend the providers of such information, their recommendations,
research or forecasts concerning the market or particular securities. There may
be delays, interruptions, errors or inaccuracies in the transmission of such
information for which CAPITAL
SECURITIES takes no responsibility. You
further understand that providers of such information may have a proprietary
interest in the data and information disseminated through the Service and you
agree not to reproduce, retransmit, disseminate, sell, publish, broadcast,
circulate or commercially exploit such information in any medium, nor to use
such information for any unlawful purpose and that you will abide by any
notices, rules or regulations prescribed or issued by the providers.
4.
Advice. You agree that all orders placed
through the Service are deemed by you to be unsolicited by any CAPITAL
SECURITIES broker or employee and that the financial market information
furnished through the Service, or the securities or mutual funds displayed
thereby, are not intended to make recommendations or give any investment, legal,
accounting or tax advice, or advice regarding the suitability or profitability
of any security or investment. In this regard, you assume full responsibility
for transactions in your account and for your investment decisions by use of the
Service.
5.
Available Funds. To process orders through
the Service, CAPITAL
SECURITIES requires that your account contain
available funds (i.e. money market funds, free credit balances, settlement
receivable net of funds to pay for open orders and uncleared deposits) or
deliverable stock certificates on or prior to trade date to cover, as the case
may be, purchases, "short" sales or sales of securities you own. If
CAPITAL
SECURITIES inadvertently accepts an order without available funds or
securities, such order is subject to cancellation or liquidation, and you agree
to transmit funds promptly by wire, check or money order to assure full payment
prior to settlement date. If payment is not received by settlement date, CAPITAL
SECURITIES may without notification apply or liquidate any property in your
account to satisfy your obligations and you will be responsible for any
resulting losses therefrom, in accordance with the Customer Agreement. You
further understand that CAPITAL
SECURITIES must be able to borrow any
securities you sell "short" and that you are subject to a
"buy-in" if CAPITAL
SECURITIES is subsequently unable to borrow
the security you have sold "short".
6.
Transaction Charges. You agree to pay all
commissions, fees or charges by CAPITAL
SECURITIES for use of the Service
and for transactions conducted through the Service and agree that such fees may
be adjusted without notice. You understand that commissions charged,
respectively, for Internet orders apply solely to orders placed through the
Service without the assistance of a broker. All broker assisted orders receive CAPITAL
SECURITIES standard published rates, whether initiated through a broker or
because of delays, interruptions or telephone or interconnect problems with the
Service. If you enter an order either through a broker or the Service, and then
change (for any reason) to another method, you will be charged the commission
rate which applies to the last method of entry used. Accordingly, you may pay a
greater commission if you switch from use of the Service to a broker-assisted
method.
7.
Termination of Online Services. CAPITAL
SECURITIES reserves the right to terminate your access to the Service or any
portion of it, in its sole discretion, without prior notice, for any reason,
including without limitation breach of this agreement or the Customer Agreement,
unauthorized use of your Access Code or the cessation or termination of
agreements between CAPITAL
SECURITIES and third party providers of
financial and market information. Further, and without any recourse against
CAPITAL
SECURITIES, if there is a trading restriction or other limitation on your
account, you will not be able to use the online order entry function of the
Service.
8.
E-mail Communications. The Service provides
you with the capability to send e-mail messages directly to CAPITAL
SECURITIES. You agree that (a) e-mail is not the proper facility to place
orders through the Service and that CAPITAL
SECURITIES will not act upon
any orders transmitted through e-mail; (b) CAPITAL
SECURITIES is entitled
to review and retain your e-mail messages for quality of service, security or
compliance purposes; (c) you will not use e-mail for any purpose which is
abusive, harassing, libelous, defamatory, obscene or threatening; and (d) you
will not use the Service to solicit CAPITAL
SECURITIES customers or
others for any purposes.
9.
Modification and Governing Law. This
Agreement may be modified only in a writing accepted by or acceptable to CAPITAL
SECURITIES; provided if CAPITAL
SECURITIES sends you written notice,
by e-mail or otherwise, of a modification, your use of the Service after
receiving such notice will indicate your acceptance of the modification. The
interpretation and performance of this Agreement shall be governed by the laws
of the State of Illinois, as applied to agreements entered into and completely
performed in Illinois, excluding application of the United Nations Convention On
Contracts For The Sale of Goods.
10.
Limitation of Liability. CAPITAL
SECURITIES shall
not be liable for any damages, including but not limited to losses, damages or
expenses (i.e. trading losses, loss of profits, or direct, incidental or
consequential damages) arising from delay, interruption, inaccuracy or denial of
access to you or to the Service, or any portion thereof, caused by failure,
disruption of communications or malfunction of any kind, including telephone,
electronic, Internet, or any other method of data or voice transmission.
I UNDERSTAND THAT CAPITAL SECURITIES AUTOMATED INTERNET SYSTEMS ARE PROVIDED
ON A "BEST EFFORTS" AND "AS IS" BASIS, AND THAT NO EXPRESS
OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
USE, OR OTHER REPRESENTATION OR GUARANTEE, IS MADE WITH RESPECT TO THE
SERVICE OR FACILITIES USED TO SUPPORT THE SERVICE.