Please carefully read this 1DB Electronic Trading Agreement ("Agreement")
before using any of the computer and/or telephone trading services of 1db.com.
IMPORTANT: Your use of 1db.com will
indicate your acceptance to all the below terms, including
the terms of any 1st Discount Brokerage, Inc.'s, or any
divisions thereof, new applications', including, but
not limited to, the terms contained in the 1st Discount
Brokerage, Inc. New Account Applications, ("Other
1st Discount Brokerage, Inc. Agreements"). The terms
of the Other 1st Discount Brokerage, Inc. Agreements
are incorporated herein and are part of this Agreement.
Your acceptance to the terms detailed below and those
provided for in the Other 1st Discount Brokerage, Inc.
Agreements is a condition precedent to your use of this
Service. If you do not agree to these terms, do not use
this service, defined below.
DEFINITIONS
· 1db.com is a PC modem and touch
tone phone automated order execution and information
system brokerage service ("Service") of 1st
Discount Brokerage, Inc. and its affiliates or assigns
(inclusively "1st Discount Brokerage, Inc.").
· The term "I" means
and includes "we" or "he" or "she" or "it",
whichever is appropriate.
· The term "my" means
and includes "our", as appropriate.
· The term "me" means
and includes "us", as appropriate.
· The term "contained in" means
and includes "consisting of", "comprising", "embodying", "reflecting", "constituting" or "provided
for".
NATURE OF SERVICES PROVIDED - NO INVESTMENT ADVICE
1. I understand that all decisions relating
to my investment or trading activity under this Service
will be made solely at my discretion. I understand that
this Service executes orders on instructions only and
does not act as an investment counselor or advisor. Furthermore,
this Service does not solicit orders, recommend securities
for purchase or sale, offer investment advise or render
any opinions or judgments, or answer inquiries concerning
general or specific market conditions, either present
or future, or the value potential of investment in specific
securities or securities in general.
GENERALLY
2. In offering 1db.com, 1st Discount
Brokerage, Inc. is making available electronic brokerage
services that allow me, via my PC modem or touch tone
phone, to enter orders to buy and/or sell certain securities
and obtain quotations and other information, including
account data, via electronic transmission. I agree to
use 1st Discount Brokerage, Inc.'s 1db.com Service, and
any other service offered by and through 1st Discount
Brokerage, Inc., only in accordance with the terms of
this Agreement, and such other terms and conditions as
contained in Other 1st Discount Brokerage, Inc. Agreements.
3. General Terms and Conditions for
order entry using the 1db.com Service are the following:
a) You cannot buy a security unless there is money on-hand in the account or
SMA available.
b) The security to be sold must be long in the account in negotiable form before
entering a sell order.
c) Option transactions are not permitted until the your Option Agreement has
been reviewed and approved by 1st Discount Brokerage, Inc.'s Senior Registered
Options Principal.
d) No uncovered option orders are permitted under this Service.
e) Short sales effected in the margin account, as applicable, must have prior
approval from an 1st Discount Brokerage, Inc. broker.
4. I warrant that I will be the only
authorized user of this Service under this Agreement.
I agree that I will be responsible for the confidentiality
and use of my account number and sign-on password. I
understand that I will be solely responsible for all
order entries through this Service using my account number
and sign-on password. All orders will be deemed valid
at the time of receipt by 1st Discount Brokerage, Inc.
and in the form received.
5. I further understand and agree that
any orders given by me and any information furnished
to me by the use of this Service shall be subject to
the following terms and conditions:
a) I understand that 1st Discount Brokerage, Inc. shall not be deemed to have
received any order, either verbally or electronically transmitted, from me
until 1st Discount Brokerage, Inc. has acknowledged to me that the order was
received by 1st Discount Brokerage, Inc..
b) All notifications regarding this Agreement shall be directed to your personal
broker.
c) If any order has been placed through any 1st Discount Brokerage, Inc. service
and I have not received a reference number reflecting such order I shall immediately
notify 1st Discount Brokerage, Inc..
d) If any order has been executed through any 1st Discount Brokerage, Inc.
Service, and I have not received an accurate written confirmation of the executed
order within five business days, I shall immediately notify 1st Discount Brokerage,
Inc..
e) If I receive confirmation of an order that I did not place or any similar
conflicting report, I shall immediately notify 1st Discount Brokerage, Inc..
f) I shall immediately notify 1st Discount Brokerage, Inc. if there is an unauthorized
use of my password or any other security data.
g) I shall immediately notify 1st Discount Brokerage, Inc. if there is a discrepancy
in the account balance or stock positions.
h) I acknowledge and accept, without limitation or liability to 1st Discount
Brokerage, Inc. or any agents thereof, that when placing a market order there
will be times when a quoted price will change prior to the trade's execution
due to market circumstances and that not all orders will be executed in chronological
sequence with the order being placed.
i) If I fail to immediately notify 1st Discount Brokerage, Inc. regarding any
of the above, neither 1st Discount Brokerage, Inc. nor its affiliates or assigns
can or will be held responsible or liable to me, or to any other person whose
claim may arise through me, for any claims for damages of any sort, including
both actual and consequential damages, with respect to the handling, mishandling,
or any act or failure to act, in my Account.
j) I understand that each participating securities exchange asserts a proprietary
interest in all of the market data it furnishes to the parties that disseminate
the data and is protected by both U.S. and foreign copyright. I also understand
that neither any participating securities exchange nor any supplier of the
market data, including 1st Discount Brokerage, Inc., guarantees the timeliness,
sequence, accuracy or completeness of the market data or any other market information
or messages disseminated by any party, including 1st Discount Brokerage, Inc..
Although 1st Discount Brokerage, Inc. reasonably believes the source to be
reliable, 1st Discount Brokerage, Inc., or any agents or assigns thereof, shall
not be liable in any way for: (1) an inaccuracy, error or delay, or omission
of any such data, information, or message or the transmission or delivery of
any such data, information, or message, or (2) any loss or damages arising
from, or occasioned by, any such inaccuracy, error or delay or omission, nonperformance,
or interruption of any such data, information or message, due either to any
negligent act or omission by any disseminating party to any "force majeure" (i.e.
flood, extraordinary weather conditions, earthquake or other act of God, fire,
war, insurrection, riot, labor dispute, accident, action of government, communications,
power or equipment failure, or software failure or malfunction) or any cause
beyond the reasonable control of any disseminating party, including 1st Discount
Brokerage, Inc..
k) By use of this Service, I agree that there is no warranty of merchantability,
no warranty of fitness for a particular purpose, and no other warranty of any
kind, expressed or implied regarding the information or any aspect of this
Service, including, but not limited to, the information accessed and the order
execution.
l) By use of this Service, I agree that in no event will 1st Discount Brokerage,
Inc. or any of the data providers be liable to me or to anyone for any incidental,
consequential, special or indirect damages, including, but not limited to lost
profits, trading losses or damages that result from inconvenience, delay or
loss of access to my account or to any 1st Discount Brokerage, Inc. service,
or information accessible therein, arising out of this Agreement, except as
limited by applicable law.
m) I agree that 1st Discount Brokerage, Inc. may discontinue any presently
available service in its entirety, at any time, without prior notice, and that
1st Discount Brokerage, Inc. may modify or change the terms of any service,
in whole or in part, at any time from time to time.
6. By use of this Service, I agree to
pay all subscriptions, service and user fees, if applicable,
which I am charged by 1st Discount Brokerage, Inc., or
by any information provider, by the use of this Service,
and agree that such fees may be changed without notice
by 1st Discount Brokerage, Inc.. I agree to pay all costs
(including attorney's fees) incurred by 1st Discount
Brokerage, Inc. in collecting overdue fees or costs incurred
by me by use of this Service. I also agree to pay all
Federal, State, and local taxes applicable to my use
or receipt of this Service, if any. I hereby grant 1st
Discount Brokerage, Inc. a continuing interest in the
assets of my 1st Discount Brokerage, Inc. brokerage account(s)
to secure the timely payment of all fees owed by me for
any services provided and for any amounts that may become
owing by my use of an 1st Discount Brokerage, Inc. account.
7. 1st Discount Brokerage, Inc. reserves
the right to terminate my access to 1db.com, or any portion
of this Service, at 1st Discount Brokerage, Inc.'s discretion,
without notice and without limitation, for any reason
whatsoever, including, but not limited to, the unauthorized
use of my access number(s) and code(s) and/or account
number(s), breach of any Other 1st Discount Brokerage,
Inc. Agreements, and discontinuation of 1st Discount
Brokerage, Inc.'s access to any data from any information
provider or termination of one or more agreements between
1st Discount Brokerage, Inc. and/or the information providers
and transmitters.
8. As a condition of being approved
to use 1db.com, I represent and agree that the following
statements are, and will continue to be, true for so
long as I receive this Service:
a) I am making this Agreement in my individual or joint capacity, and not on
behalf of a firm, corporation, partnership, trust or association or
any other third party.
b) I am not a securities broker-dealer, investment advisor, a commodity merchant
or introducing or trading or investment advisor.
ORDER FLOW PAYMENT STATEMENT DISCLOSURE
9. I acknowledge that 1st Discount Brokerage,
Inc. and/or its clearing agent, ADP Clearing Corp.,
may receive remuneration for directing orders to designated
broker/dealers or market centers for execution. Such
remuneration is considered compensation to 1st Discount
Brokerage, Inc. and/or its clearing agent, ADP Clearing
Corp. Over-the-counter securities and selected exchange
services may be routed to designated market makers or
designated third market dealers based upon a computerized
system. All orders are executed at prices equal to or
better than the displayed national bid/offer prices.
The source and amount of any compensation received in
connection with a transaction and any additional information
concerning order flow will be disclosed upon written
request.
SEVERABILITY
10. If any provision, part thereof,
or condition of this Agreement, or any Other 1st Discount
Brokerage, Inc. Agreement, shall be held invalid or unenforceable
by any court or regulatory body or agency or arbitrator
thereof, such invalidity or unenforceability shall attach
only to such provisions or conditions or any part thereof.
The validity of the remaining provisions or parts shall
not be affected thereby and this Agreement or Other 1st
Discount Brokerage, Inc. Agreements shall be carried
out as if such invalidity or unenforceable provision
or condition were not contained herein. Furthermore,
any ambiguities in language or intent of this Agreement
or Other 1st Discount Brokerage, Inc. Agreements shall
not be held or construed against 1st Discount Brokerage,
Inc.
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