This agreement governs User's use of the Fidelityecr.com site on the Internet. By using Fidelityecr.com, User agrees to the terms and conditions in this Agreement. If User does not agree to the terms and conditions in this Agreement, User is not authorized to use Fidelityecr.com and User should discontinue any use immediately. As used herein, "Fidelity" means Fidelity Brokerage Services LLC and National Financial Services LLC and their affiliates, and "User" means an institutional client of Fidelity using Fidelityecr.com.
1. The individual accepting this agreement represents and warrants that (i) he or she is an authorized representative of the User and is authorized by the User to use Fidelityecr.com , (ii) he or she is authorized by the User to accept all of the terms and conditions of this agreement on behalf of the User, (iii) he or she accepts this agreement on behalf of the User; (iv) User shall use the product in conformity with all terms and conditions of this agreement, policies, procedures and guidelines which are communicated to User from time to time; and (iv) all acknowledgements and representations made by User are true and accurate and Fidelity may rely on such representations and acknowledgments. Subject to the terms of this agreement, Fidelity hereby grants User access to Fidelityecr.com, for the purpose of viewing account information which User is authorized to receive and for such other uses as Fidelity may make available to User from time to time. User is the only user of Fidelityecr.com authorized under this agreement. User agrees to keep confidential and not publish, broadcast, retransmit, modify, commercially exploit, or otherwise re-disseminate the data, information, or services provided under this Agreement.
2. User shall be responsible for the confidentiality and use of any password, access code, PIN and other security data, methods and devices issued to User or User's employees, representatives or agents. User agrees that Fidelity may treat as authorized by User any instruction or communication which uses such password, access code, PIN or other security data, methods or devices. User understands that User shall be responsible for the use of any data, information, or services obtained using such password, access code, PIN or other security data. User shall immediately notify Fidelity if there is unauthorized use of User's ID, Password or other security data.
3. User warrants and represents that User will not use Fidelityecr.com to convey communications or instructions for the account of a person or entity or access information about the account of a person or entity unless and until such person or entity has done all things legally necessary to validly authorize User to convey such communications or instructions and access such information. User agrees that Fidelity shall not be under a duty to inquire as to the authority or propriety of any communication or instruction given to Fidelity by User pursuant to the terms of this Agreement, and Fidelity shall be entitled to act upon any such communication or instruction, and Fidelity will not be liable for any loss, cost, expense or other liability arising out of any such communication or instruction.
4. User agrees that Fidelityecr.com is the proprietary property of Fidelity and/or third parties from whom Fidelity has obtained rights to provide access to Fidelity's customers. User agrees not to use Fidelityecr.com except as authorized by this Agreement and, in any event, not to make it available to any third parties.
5. User agrees to immediately notify Fidelity if there is a discrepancy in the account balances, transaction activity or security positions available or of any other type of discrepancy or suspicious or unexplained occurrence relating to the use of Fidelityecr.com. If User fails to notify Fidelity of any such discrepancy, neither Fidelity nor any of its employees, agents, affiliates, subsidiaries, or its parent, nor any third parties, can or will have any responsibility or liability to User or to any other person whose claim may arise through User for any claims with respect to such discrepancy.
6. User understands that Fidelity will not be responsible for the accuracy, completeness, or use of any information received by User from outside data sources through Fidelityecr.com and that Fidelity does not make any warranty concerning such information. User agrees that neither Fidelity nor any third party working with Fidelity 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. User agrees to provide all telephone and other equipment to access Fidelityecr.com, and User will be solely responsible for paying all charges related thereto.
7. User expressly acknowledges and agrees that its use and storage of any information, including without limitation, order entry, portfolio information, transaction activity, account balances, and any other information available through use of Fidelityecr.com is at User's sole risk and responsibility. NEITHER FIDELITY NOR ANY THIRD PARTY MAKES ANY REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF FIDELITYECR.COM OR ANY INFORMATION PROGRAMS OR PRODUCTS OBTAINED FROM, THROUGH, OR IN CONNECTION WITH FIDELITYECR.COM. IN NO EVENT WILL FIDELITY OR ANY THIRD PARTY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN OR USE OF FIDELITYECR.COM. User understands that each participating national securities exchange or association asserts a proprietary interest in all of the market data (including without limitation real-time quotes) it furnishes to the parties that disseminate the data. User also understands that neither Fidelity nor 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. Fidelity shall not be liable in any way, and User agrees to indemnify and hold harmless Fidelity from and against any and all claims, demands, actions, losses, damages, liability, or costs, charges, counsel fees, and expenses of any nature ("Losses") arising from or occasioned by (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 Losses 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 act or omission by Fidelity or any other disseminating party or 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, or power failure, equipment or software malfunction) or any other cause beyond the reasonable control of any disseminating party. User understands that the terms of this Agreement may be enforced directly against me by the national securities exchanges and associations providing market data to me.
8. User agrees that Fidelity may discontinue User's access to Fidelityecr.com in whole or in part, at any time, and that Fidelity may modify or change the terms of it, in whole or in part, at any time and from time to time. User agrees that Fidelity may modify, change, or discontinue the Services in whole or in part, at any time. User agrees that Fidelity may immediately terminate its provision of the Services to me if I breach this Agreement, if User has jeopardized the proper and efficient operation of the Services, or if User engages in activity which is contrary to Fidelity's policies. Any unauthorized use of the Services, whatsoever, shall result in automatic termination of this Agreement.
9. User agrees to be liable for any and all fees, charges or expenses that Fidelity may charge or User may incur in connection with the use of the Services by User or any other person through use of User's security codes, equipment, or otherwise.
10. User understands that telephone calls and other communications to Fidelity may be monitored or recorded, and User hereby consents to such monitoring or recording. User agrees that Fidelity may monitor, store and retrieve any electronic communication transmitted on Fidelityecr.com.
11. Fidelity will take reasonable security precautions concerning the electronic transmission of data or communications on Fidelityecr.com, but Fidelity disclaims any liability for interception of any such data or communications. Fidelity shall not be responsible for, and makes no warranties regarding, the access, speed or availability of internet or network services.
12. User recognizes that User's use of Fidelityecr.com will involve the transmission to User of personal financial information about User or User's clients, including but not limited to the transactions, orders, account balances and holdings in User's account or the accounts of User's clients. User consents to the transmission by electronic means of such information through the internet, and such consent shall be effective at all times that User uses.
13. Fidelityecr.com and any underlying technology may not be accessed or exported outside the United States or to any foreign entity or "Foreign Person" as defined in the U.S. government regulations, including without limitation, anyone who is not a citizen, national or lawful permanent resident of the United States . By downloading data or using Fidelityecr.com, User agrees to the foregoing and User warrants that none of User or User's employees, representatives or agents using Fidelityecr.com is a "Foreign Person" or under the control of a "Foreign Person." Use of Fidelityecr.com is limited to within the United States , and the information within the Product is only for persons in the United States . Nothing in Fidelityecr.com shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction.
14. In the event of any disruption in the availability of Fidelityecr.com, contact Fidelity for instructions on back-up services.
15. All notifications to Fidelity pertaining to this Agreement should be sent directly to Fidelity unless otherwise specified.
16. User acknowledges that this Agreement constitutes the entire agreement between Fidelity and User with respect to its subject matter. This Agreement and its enforcement shall be governed by the laws of the Commonwealth of Massachusetts, except with respect to conflicts of law, and shall inure to the benefit of Fidelity's successors and assigns, whether by merger, consolidation, or otherwise. If a court of competent jurisdiction shall deem any provision unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
Clearing, custody or other brokerage services may be provided by National Financial Services LLC, or Fidelity Brokerage Services LLC, Members NYSE, SIPC.
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