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.
· 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.
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, Apex 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, Apex 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.
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.