Before investing, consider the investment objectives, risks, charges and expenses of the fund or annuity and its investment options. Contact Fidelity for a prospectus containing this information. Read it carefully.
Use of Fidelity Sites
Fidelity Sites and Companies
Mutual Funds and Variable Annuities
Information for Foreign Investors
Broker/Dealer's Potential Conflicts
No Investment Recommendations or Professional Advice
Copyright Policy, Linking Policy and Trademarks
Third Party Content and Research
Third Party Data
Timeliness of Content
Means of Access
Password Security and Notification
Fidelity's Customer Protection Guarantee
Disclaimer of Warranties
Limitation of Liability
Changes to Fidelity Sites
The Fidelity Sites are intended for only for your personal, non-commercial use, unless you and Fidelity have agreed otherwise in writing.
FMR LLC is the parent company of various Fidelity entities. Some of these entities are financial services companies that may be registered under federal or state laws.
The following Fidelity Investments entities are broker/dealers that offer investment and brokerage products and services on this web site: Retail Brokerage products and services and the Institutional FundsNetwork program:
Institutional products and services:
The following Fidelity Investments companies also offer products and services on this site, but are not necessarily broker-dealers: Annuities and Life Insurance Products:
Before investing, consider the investment objectives, risks, charges and expenses of the fund or annuity and its investment options. Contact Fidelity for a prospectus containing this information. Read it carefully. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although a money market fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.
The Fidelity Sites are intended to be made available only to persons in the United States, and the information on this web site is only for such persons. Nothing on the Fidelity Sites 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. Persons outside of the United States should go to the "Solutions for International Investors" page of the Fidelity Sites, which will direct them to the appropriate overseas web site of Fidelity's non-U.S. affiliates. Fidelity's non-U.S. affiliates, Fidelity International Limited, Fidelity Investments Canada Limited, Fidelity Investments Management (H.K.) Limited, Fidelity Investments Japan, and Fidelity Brokerage Services Japan LLC offer products and services designed specifically for overseas investors.
As a broker/dealer, Fidelity Brokerage Services LLC or its affiliates may act as principal for its own account or as agent for its customers in connection with the sale to you or purchase by you of a security that is the subject of content prepared by Fidelity. If the company receives a mark-up or commission or acts as agent for another person in connection with any such transaction, Fidelity may have a potential conflict of interest. You understand this potential conflict and acknowledge that you may choose to effect securities transactions at another broker/dealer.
Generally, the Fidelity Sites are not intended to provide tax, legal, insurance or investment advice, and nothing on the Fidelity Sites should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Fidelity or any third party. However, certain tools available on the Fidelity Sites may be deemed to provide general investment advice within the meaning of the securities laws based upon your or your client's personalized input. You alone are solely responsible for determining whether any investment, security or strategy, or any other product or service, is appropriate or suitable for your client based on his or her investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your or your client's specific legal or tax situation.
The Fidelity Sites are protected by applicable copyright laws. Accordingly, you may not copy, distribute, modify, post or frame-in the Fidelity Sites, including any text, graphics, video, audio, software code, user interface design or logos. Unless you and Fidelity have agreed otherwise, links from another web site to a Fidelity Site must resolve to the top-level homepage of a Fidelity domain (e.g., www.fidelity.com, www.netbenefits.com). In order to avoid confusion if you do link from another web site to a Fidelity top-level homepage, your web site, and the link itself, may not suggest that Fidelity endorses, sponsors or is affiliated with any non-Fidelity web site, entity, service or product, and may not make use of any Fidelity trademarks or service marks other than those contained within the text of the link. All trademarks and service marks on the Fidelity Sites belong to FMR LLC or an affiliate, except third-party trademarks and service marks, which are the property of their respective owners. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Fidelity with the following information:
Fidelity's Agent for Notice of claims of copyright infringement can be reached as follows: By mail: Irwin N. Barnes, Esq., Fidelity Investments, 82 Devonshire Street, F7D, Boston, MA 02109 By phone: 617-563-5658 By email: CopyrightClaim@fmr.com
The Fidelity Sites include general news and information, commentary, interactive tools, quotes, research reports and data concerning the financial markets, securities and other subjects. Some of this content is supplied by companies that are not affiliated with any Fidelity entity ("Third Party Content"). Most Third Party Content is available through framed areas or through hyperlinks to third party web sites, and its source is clearly and prominently identified. The Third Party Content is protected by copyright pursuant to United States laws and international treaties and is owned or licensed by the Third Party Content provider(s) credited.
This Site may allow you to input data about yourself or your clients ("User Input Data"). Fidelity is not responsible or liable for any User Input Data or any information or results derived from its use. Although Third Party Content may be framed-in on the Fidelity Sites or available through a link to a third-party site, Fidelity does not prepare, edit, or endorse Third Party Content. Fidelity therefore does not guarantee its accuracy, timeliness, completeness or usefulness, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites. You will use Third Party Content only at your own risk. In order to comply with applicable laws and regulations, Fidelity may at times exclude content with respect to securities of issuers which are the subject of public offerings made available to Fidelity's brokerage customers, or otherwise.
THE THIRD PARTY CONTENT IS PROVIDED ON AN "AS-IS" BASIS. THE THIRD PARTY CONTENT PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
THE THIRD PARTY CONTENT PROVIDERS AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE THIRD PARTY CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Third Party Data, including security, market and reference data, is provided by third party licensor(s) of Fidelity which is included to enhance raw customer data. Third Party Data shall not be distributed or redistributed in any manner by you or your agents, third party service providers or vendors. To the extent Fidelity provides Third Party Data to you or your third party service providers, agents or vendors, your receipt and use and that of your third party service providers is subject to certain terms and conditions required by third party licensors of Fidelity (the "Third Party Terms"). You shall be liable and responsible to Fidelity for any actions or omissions, including any unauthorized or inadvertent receipt, use or misuse of Third Party Data by you or your third party service providers in violation of the Third Party Terms, the terms herein or any other obligations that are made to Fidelity by you.
Third Party Data shall only be used in connection with the accounts for which Fidelity provides administrative, brokerage, processing and settlement services for and for no other purpose. Third Party Data shall only be used to provide services to each individual client with respect to such client's holdings (and shall not use a client's Third Party Data to provide services to another client or entity) and for no other purpose. You shall not commingle the holdings of a particular client with the holdings of another client for the purpose of circumventing the obligations as otherwise set forth in the Third Party Terms, the terms herein or any other obligations that are made to Fidelity by you and you shall ensure that your third party service providers, agents or vendors do not commingle the Third Party Data relating to the holdings of a particular third party service provider, agent or vendor customer with the holdings of another third party service provider, agent or vendor customer (except to the extent such commingling is the result of householding of various accounts or such commingling is provided in a summary or report showing the holdings of such househeld accounts).
You shall not distribute, redistribute, export to, download for, provide access to directly or indirectly or otherwise transfer Third Party Data to any party including but not limited to third party service providers, vendors, or agents, at any time.
Use or disclosure of any Third Party Data in any manner inconsistent with Third Party Terms, the terms herein or any other obligations that are made to Fidelity by you may result in immediate and irreparable harm to Fidelity and/or the third party licensors of Fidelity and any remedies at law in such event may not be adequate. Accordingly, in addition to all other remedies available at law or in equity, Fidelity shall have the right to seek equitable and injunctive relief, without the necessity of proving actual damages and without posting a bond, to prevent such unauthorized, negligent or inadvertent use or disclosure, and to recover the amount of all such damages (including attorneys' fees and expenses) incurred in connection with such use or disclosure. Additionally, Fidelity is not waiving or purporting to waive any rights that the third party licensors of Fidelity may have to pursue any and all claims against you, your clients or your third party service providers, agents or vendors in connection with the unauthorized use or disclosure of Third Party Data.
You shall comply with all applicable laws, rules and regulations in handling, processing, sharing, protection of, accessing or using the Third Party Data, including any personally identifiable information that is included in such Third Party Data and including that if you are located in Australia that you are a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.
You and your third party service providers, vendors and agents shall not, consistent with applicable laws, rules and regulations, distribute, redistribute or otherwise transfer Third Party Data (i) into (or to a national or resident of or to the government of) Cuba, Iran, North Korea, Sudan, Syria, Burma (Myanmar), Libya or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment or provision of services, goods, technology or software; or (ii) to anyone on or acting on behalf of or owned or controlled by an entity on the Specially Designated Nations and Blocked Persons List maintained by the U.S. Treasury Department's Office of Foreign Assets Control (the "SDN List") or the U.S. Commerce Department's Denied Persons List or Entities List (collectively with the SDN List, the "U.S. Prohibited Party Lists"). Each time you access, use, transmit, export, download, distribute, redistribute or otherwise transfer Third Party Data, you shall be deemed to represent, warrant and covenant to Fidelity that you and your third party service providers, clients, agents and vendors are not (x) located in or a national or resident of or the government of any country that is subject to U.S. trade sanctions or (y) on any U.S. Prohibited Party List or acting on behalf of or owned or controlled by any person or entity on any such list.
Fidelity reserves the right, to conduct on-site reviews of you and/or your firm at least once every twelve (12) month period to verify that you are complying with the obligations and restrictions set forth regarding Third Party Data and at any time if Fidelity reasonably suspects that you are not in compliance with any such obligation or restriction. In conducting such review, you and/or your firm shall allow Fidelity and its affiliates access to any of your premises, computers (including, but not limited to, hardware, software and network services) and information during our regular business hours for the purpose of reviewing, and solely to the extent necessary to verify, your compliance with such obligations and restrictions. To the extent practicable, such review shall be conducted in a manner that does not unreasonably interfere with your business activities. Upon the request of Fidelity, you shall make a management employee available to assist Fidelity or an affiliate of Fidelity in such review. All data and information collected by Fidelity from you during the course of review shall be treated as confidential information. Fidelity shall not disclose the results of such review to any third party (except to its third party data providers, licensors, affiliates and their respective agents, advisors, and employees who have a reason to know the information, and except as necessary to enforce Fidelity's and its third party licensors' rights).
Upon the request of Fidelity or an affiliate of Fidelity, you shall once a year and at the termination of your relationship with Fidelity provide to Fidelity a certificate signed by your external or internal auditors or such other authorized person acceptable to Fidelity confirming that you are in compliance with the Third Party Data obligations and restrictions.
If as a result of monitoring or review by Fidelity or its affiliates, you are shown, or suspected to be using the Third Party Data in a manner not specifically authorized, Fidelity shall have the right to immediately terminate any of its services and your relationship without liability to you, your clients or your third party services providers, agents or vendors.
Fidelity, in its sole discretion, reserves the right to suspend or terminate your or your third party service provider or vendors access to, or your or your third party service provider or vendors right to use, the Third Party Data and that upon termination or suspension of such access or use or upon the termination of your relationship, you shall cease and shall cause all of your third party service providers, agents and vendors to cease all use of and delete or purge any and all of the Third Party Data. Fidelity will not be liable to you for any modification or discontinuance of any third party service provider or vendor products or services, whether as a result of Fidelity's suspension or termination of the Third Party Data, your relationship with Fidelity or for any other reason.
NONE OF FIDELITY, AND ITS AFFILIATES, PARTNERS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES AND SUCCESSORS AND ASSIGNS, ITS THIRD-PARTY DATA PROVIDERS, LICENSORS, AND THEIR PARTNERS, SUPPLIERS AND THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, "THIRD PARTY SUPPLIERS") ARE MAKING ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY THIRD PARTY DATA OR WITH RESPECT TO YOUR OR YOUR THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS RECEIPT OR USE OF THE THIRD PARTY DATA.
YOUR OR YOUR THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS USE OF (OR USE IN ANY PARTICULAR LOCATION AS SET FORTH ABOVE) THIRD PARTY DATA IS AT YOUR SOLE RISK. THIRD PARTY DATA IS PROVIDED BY FIDELITY, ITS AFFILIATES AND THIRD PARTY SUPPLIERS ON AN "AS IS" AND "AS AVAILABLE" BASIS. FIDELITY, ITS AFFILIATES AND THIRD PARTY SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE THIRD PARTY DATA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
FIDELITY, ITS AFFILIATES AND THIRD-PARTY SUPPLIERS MAKE NO WARRANTY OR COMMITMENT TO YOU THAT (I) THE THIRD PARTY DATA WILL MEET YOUR OR YOUR THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS REQUIREMENTS, (II) THE TRANSMISSION OR RECEIPT OF THIRD PARTY DATA WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE THIRD PARTY DATA THAT IS OBTAINED BY YOU OR YOUR THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS WILL BE ACCURATE, COMPLETE OR RELIABLE, OR (IV) ANY ERRORS IN THE THIRD PARTY DATA WILL BE CORRECTED.
FIDELITY, ITS AFFILIATES AND THIRD-PARTY SUPPLIERS SHALL NOT HAVE ANY LIABILITY (INCLUDING, LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, LOSS RESULTING FROM BUSINESS DISRUPTION, LOST PROFITS OR TRADING ERRORS) TO YOU OR YOUR THIRD PARTY SERVICE PROVIDERS, CLIENTS, AGENTS OR VENDORS AS A RESULT OF YOUR OR YOUR THIRD PARTY SERVICE PROVIDERS, AGENTS, CLIENTS OR VENDORS USE, OR INABILITY TO USE, OR ANY ERRORS IN, ANY THIRD PARTY DATA OR ANY OTHER MATTER PERTAINING HEREIN.
You will defend, indemnify and hold harmless Fidelity, and its affiliates, licensors, and third party licensors, service providers, and their partners, suppliers, officers, directors, employees and successors and assigns thereof ("Indemnified Parties") from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses and costs (including any reasonable legal fees and expenses relating to Fidelity's or any third party service providers defense) ("Damages") arising from third party claims which allege: (i) failure by you or your third party service providers, clients, agents or vendors to comply with any obligations to Fidelity with regards to the Third Party Data; (ii) the unauthorized access or use of the Third Party Data by you or your third party service providers, clients, agents or vendors; or (iii) any negligent or willful acts, errors, or omissions by you or your third party service providers, clients, agents or vendors in the performance your obligations, provided, however, that you shall not be obligated to indemnify any Indemnified Party in the event that, and solely to the extent that, the Damages result from the gross negligence or willful misconduct of Fidelity. In the event Fidelity requests indemnification pursuant to this Section, it shall give notice to you promptly after the receipt of any claim that may be indemnifiable hereunder. You shall have sole control of the defense with respect to any such claim (including settlement of such claim), except that Fidelity may participate in such defense at its own expense, and that no settlement that imposes liability on or detrimentally affects the rights of Fidelity or its licensors, and third-party service providers, and their partners, suppliers, officers, directors, employees and successors and assigns shall be entered into by you without Fidelity's prior written consent. If you fail to either defend or settle any such claim, Fidelity may defend the claim, and keep you informed of the progress, or settle the claim for a commercially reasonable result.
All content on the Fidelity Sites is presented only as of the date published or indicated, and may be superseded by subsequent market events or other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.
Because all servers have limited capacity and are used by many people, do not use Fidelity Sites in any manner that could damage or overburden any Fidelity server, or any network connected to any Fidelity server. Do not use Fidelity Sites in any manner that would interfere with any other party's use of the Fidelity Sites.
The Fidelity Sites are generally intended to be viewed by a conventional web browser with a screen resolution of 1024 by 768 pixels or greater. Although you may use other means to access the Fidelity Sites, be aware that the Fidelity Sites may not appear accurately through other access methods, and you use them only at your own risk. You should not access the Fidelity Sites through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved or made available by Fidelity. Certain parts of the Fidelity Sites are protected by passwords or require a login. You may not obtain or attempt to obtain unauthorized access to such parts of the Fidelity sites, or to any other protected materials or information, through any means not intentionally made available by Fidelity for your specific use.
If you have a Personal Identification Number (PIN) for access to non-public areas of the Fidelity Sites, you are solely responsible for all activities that occur in connection with your PIN. Accordingly, you should take steps to protect the confidentiality of your PIN. Notify Fidelity immediately if you become aware of any disclosure, loss, theft or unauthorized use of your PIN.
We value your business and the trust you and your customers have placed in Fidelity. We take security very seriously and use a variety of measures to protect customers' personal information and accounts. As part of our ongoing commitment to our customers, we're proud to offer our Customer Protection Guarantee. As an investment advisor, you may want to be aware of the following situations which are not covered by the guarantee. The guarantee does not cover: the activities of any person, including an investment advisor or professional (its employees and agents), to whom a customer has granted authority of any type over an account (such as power of attorney, trading or money movement authorization or an investment management relationship). The guarantee does not cover conduct by, or situations involving, any person described above that results in the unauthorized access of a customer account or in the disclosure of a customer's personal information. The guarantee does not cover conduct by, or situations involving, any person described above that results in the unauthorized access of a customer's account or in the disclosure of a customer's personal information (for example, the failure of such person to secure his or her computer or the use of an unsecured computer by such a person).
On-Line Nasdaq Subscriber Agreement
DISCLOSURE - PLEASE READ Subscribers must sign a contract entitled The Nasdaq Stock Market, Inc. ("Nasdaq") Subscriber Agreement ("Agreement") in order to receive Information [see definition in Paragraph  of the Agreement] from Nasdaq. While all terms are important, please particularly note the following. For more information regarding each term, the paragraph number at the end of each term refers to the paragraph in the Agreement where more information can be located.
RESTRICTIONS ON USES & TRANSFER: Subscribers may not provide access to Information or transfer the Agreement to others. The Information is only for personal non-professional use or, if you are a Professional Subscriber (see definition in Paragraph  of the Agreement), for internal business use and/or personal use. [Paragraph 3]
MOST TYPES OF DAMAGES ARE EXCLUDED AND REMAINING DAMAGES ARE LIMITED: Nasdaq is not liable for trading losses, lost profits or incidental, consequential or other indirect damages, even if the Information is untimely or incorrect. Other damages (if any), are strictly limited (in contract, tort, or otherwise) to a capped amount. [Paragraphs 9 and 10]
NO IMPLIED OR STATUTORY WARRANTIES OR DUTIES: All warranties and duties (if any) are eliminated. There are no express warranties except for a Limited Warranty regarding efforts only. STOCK QUOTES MIGHT NOT BE CURRENT OR ACCURATE. [Paragraph 9]
SUBSCRIBERS PROVIDE AN INDEMNITY: Subscriber indemnifies and holds harmless Nasdaq for any Claims or Losses (see definition in Paragraph  of the Agreement) resulting from Subscriber's breach of the Agreement, for Subscriber's infringement of a third party's intellectual property rights, or from any third party suit related to Subscriber's use or receipt of the Information. [Paragraph 13 and 14]
MARYLAND LAWS AND COURTS APPLY: Everything relating to the Agreement is governed by the laws of the United States and the State of Maryland and any disputes can only be heard in Maryland. [Paragraph 23]
NO ORAL AMENDMENTS & ONLY NASDAQ MAY AMEND: The Agreement may not be altered orally and may be altered by Nasdaq pursuant to an Agreement procedure which includes notice either to Subscriber or to Vendor. Failure to terminate the Agreement before, or use of Information after, an amendment will be Subscriber's consent (or confirmation of an earlier consent) to the amendment. [Paragraph 17 and 21]
VENDORS CAN IMPACT SUBSCRIBER'S RIGHTS BUT NOT NASDAQ'S RIGHTS: Vendor does not have authority to change the Agreement. Vendors are obligated to provide notice of Nasdaq changes to Subscriber, but if they do not, Nasdaq's notice to Vendor is still effective, as to Subscriber including notice of cancellation. [Paragraph 1 and Paragraph 17]
1. The word "Nasdaq" means The Nasdaq Stock Market, Inc. and its affiliates. The word "Information" means certain data and other information: relating to securities or other financial instruments, products, vehicles or devices; or relating to Persons regulated by Nasdaq or to activities of Nasdaq; or gathered by Nasdaq from other sources. The word "or" includes the word "and". The phrase "Claims or Losses" means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements, and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation, (1) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, or other indirect loss or damage) and (2) administrative costs, investigatory costs, litigation costs, and auditors' and attorneys' and fees and disbursements (including in-house personnel). The word "Person" means any natural person, proprietorship, corporation, partnership, or other entity whatsoever. The phrase "Non-Professional Subscriber" means any natural person who is neither:
(a) registered or qualified in any capacity with the SEC, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association;
(b) engaged as an "investment advisor" as that term is defined in Section 201 (11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); nor,
(c) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt.
The phrase "Professional Subscriber" means all other persons who do not meet the definition of Non-Professional Subscriber. When it appears alone, the word "Subscriber" encompasses all Non-Professional and Professional Subscribers. The phrase "Vendor's Service" means the service from a vendor, including the data processing equipment, software, and communications facilities related thereto, for receiving, processing, transmitting, using and disseminating the Information to or by Subscriber.
2. Subscriber is granted the right to receive from Nasdaq the Information under the terms stated herein or in the NASD Rules.
"NASD Rules" shall mean all applicable laws (including intellectual property, communications, and securities laws), statutes, and regulations, the rules and regulations of the SEC, the rules and regulations of Nasdaq including, but not limited to, those requirements established by Nasdaq's rule filings (with such SEC approval as may be required), Nasdaq's decisions and interpretations and any User Guides, or successors of the components of the NASD Rules, as they may exist at the time. For Professional Subscriber, if any payment is due directly to Nasdaq under this Agreement, payment in full is due Nasdaq in immediately available U.S. funds, within 30 days of the date of an invoice, whether or not use is made of, or access is made to, the Information. Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid. Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber or Nasdaq (except for U.S. federal, state, or local income taxes, if any, imposed on Nasdaq) by any foreign or domestic national, state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest, relating to the provision of the Information to Subscriber.
3. The Information is licensed only for the personal use of the Non-Professional Subscriber and the internal business use and/or personal use of the Professional Subscriber. By representing to Vendor that Subscriber is a non-professional, or by continuing to receive the Information at a non-professional subscriber rate, Subscriber is affirming to Vendor and Nasdaq that Subscriber meets the definition of Non-Professional Subscriber as set forth in paragraph 1 above. Subscriber will promptly give written notice to Vendor of any change in the name or place of residence or place of business at which the Information is received. Subscriber may not sell, lease, furnish or otherwise permit or provide access to the Information to any other Person or to any other office, or place. Subscriber will not engage in the operation of any illegal business; use or permit anyone else to use the Information, or any part thereof, for any illegal purpose; or violate any NASD Rule. Professional Subscribers may, on a non-continuous basis, furnish limited amounts of the Information to customers: in written advertisements, correspondence, or other literature; or during voice telephonic conversations not entailing computerized voice, automated information inquiry systems, or similar technologies. Subscriber may not present the Information rendered in any unfair, misleading, or discriminatory format. Subscriber shall take reasonable security precautions to prevent unauthorized Persons from gaining access to the Information.
4. Subscriber acknowledges that Nasdaq, in its sole discretion, may from time to time make modifications to its system or the Information. Such modifications may require corresponding changes to be made in Vendor's Service. Changes or the failure to make timely changes by Vendor or Subscriber may sever or affect Subscriber's access to or use of the Information. Nasdaq shall not be responsible for such effects.
5. Nasdaq grants to Subscriber a nonexclusive, non-transferable license during the term of the Agreement to receive and use the Information transmitted to it by Vendor and thereafter to use such Information for any purpose not inconsistent with the terms of the Agreement or with the NASD Rules. Subscriber acknowledges and agrees that Nasdaq has proprietary rights in the Information that originates on or derives from markets regulated or operated by Nasdaq and compilation or other rights in Information gathered from other sources. Subscriber further acknowledges and agrees that Nasdaq's third party Information providers have exclusive proprietary rights in their respective Information. In the event of any misappropriation or misuse, Nasdaq or its third party information providers shall have the right to obtain injunctive relief for its respective materials. Subscriber will attribute source as appropriate under all the circumstances.
6. Subscriber acknowledges that Nasdaq, as a subsidiary of NASD, when required to do so by NASD in fulfillment of NASD's statutory obligations, may by notice to Vendor unilaterally limit or terminate the right of any or all Persons to receive or use the Information, and that Vendor will immediately comply with any such notice and will terminate or limit the furnishing of the Information and confirm such compliance by notice to Nasdaq. Any affected Person will have available to it such procedural protections as are provided by the Exchange Act and applicable rules thereunder. Neither Nasdaq nor NASD shall have any liability when complying with such NASD notice.
7. Professional Subscriber shall make its premises available to Nasdaq for physical inspection of Vendor's Service and of Professional Subscriber's use of the Information (including review of any records regarding use of, or access to, the Information and the number and locations of all devices that receive Information), all at reasonable times, upon reasonable notice, to ensure compliance with this Agreement. Non-professional Subscriber shall comply promptly with any reasonable request from Nasdaq for information regarding the Non-Professional Subscriber's receipt, processing, display and redistribution of the Information.
8. To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the Vendor's Service for failure to make payments shall not be deemed or considered to be, and Subscriber waives any right to represent or assert that any such exercise constitutes, an act or omission or an improper denial or limitation of access by Nasdaq to any service or facility operated by Nasdaq as contemplated in Section 11A of the Exchange Act, or any other provision of the Exchange Act, or any rule, regulation, or interpretation adopted thereunder.
9. NASDAQ'S WARRANTIES/DISCLAIMER OF WARRANTIES. NASDAQ SHALL ENDEAVOR TO OFFER THE INFORMATION AS PROMPTLY AND ACCURATELY AS IS REASONABLY PRACTICABLE. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE AS A RESULT OF A FAILURE BY NASDAQ TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, NASDAQ WILL ENDEAVOR, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT ON OTHER USERS, TO CORRECT ANY SUCH FAILURE. IN THE EVENT THAT THE INFORMATION IS NOT AVAILABLE, IS DELAYED, IS INTERRUPTED, IS INCOMPLETE, OR IS NOT ACCURATE OR IS OTHERWISE MATERIALLY AFFECTED FOR A CONTINUOUS PERIOD OF FOUR (4) HOURS OR MORE DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INFORMATION DUE TO THE FAULT OF NASDAQ (EXCEPT FOR A REASON PERMITTED IN THIS AGREEMENT OR IN NASDAQ'S AGREEMENT WITH THE VENDOR), SUBSCRIBER'S OR ANY OTHER PERSON'S EXCLUSIVE REMEDY AGAINST NASDAQ SHALL BE
(A) IF SUBSCRIBER OR ANY OTHER PERSON CONTINUES TO RECEIVE THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S CREDIT OF ANY MONIES DUE, IF ANY, FOR THE AFFECTED INFORMATION DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM SAID OTHER PERSON, FOR THE PERIOD AT ISSUE OR,
(B) IF SUBSCRIBER OR ANY OTHER PERSON NO LONGER RECEIVES EITHER THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S REFUND OF ANY MONIES DUE FOR THE AFFECTED INFORMATION DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM SAID OTHER PERSON, FOR THE PERIOD AT ISSUE. SUCH CREDIT OR REFUND SHALL, IF APPLICABLE, BE REQUESTED BY WRITTEN NOTICE TO NASDAQ WITH ALL PERTINENT DETAILS. BEYOND THE WARRANTIES STATED IN THIS SECTION, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
10. NASDAQ'S LIMITATION OF LIABILITY.
(A) EXCEPT AS MAY OTHERWISE BE SET FORTH HEREIN, NASDAQ SHALL NOT BE LIABLE TO SUBSCRIBER, ITS VENDOR OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, COST OF COVER, OR OTHER INDIRECT LOSS OR DAMAGE) OF ANY NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF NASDAQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) NASDAQ SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY UNAVAILABILITY, INTERRUPTION, DELAY, INCOMPLETENESS, OR INACCURACY OF THE INFORMATION THAT LASTS LESS THAN FOUR (4) CONTINUOUS HOURS DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INFORMATION OR IF THE INFORMATION IS MATERIALLY AFFECTED FOR LESS THAN FOUR (4) CONTINUOUS HOURS DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INFORMATION.
(C) IF NASDAQ IS FOR ANY REASON HELD LIABLE TO SUBSCRIBER OR TO ANY OTHER PERSON, WHETHER IN TORT OR IN CONTRACT, THE LIABILITY OF NASDAQ WITHIN A SINGLE YEAR (FROM THE EFFECTIVE DATE OF THE AGREEMENT) OF THE AGREEMENT [COMBINED WITH THE TOTAL OF ALL CLAIMS OR LOSSES OF SUBSCRIBER'S VENDOR, AND ANY OTHER PERSON CLAIMING THROUGH, ON BEHALF OF, OR AS HARMED BY SUBSCRIBER] IS LIMITED TO AN AMOUNT OF SUBSCRIBER'S DAMAGES THAT ARE ACTUALLY INCURRED BY SUBSCRIBER IN REASONABLE RELIANCE, AND WHICH AMOUNT DOES NOT EXCEED THE LESSER OF: (I) IF SUBSCRIBER OR ANY OTHER PERSON CONTINUES TO RECEIVE THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S CREDIT OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE OR, IF SUBSCRIBER OR ANY OTHER PERSON NO LONGER RECEIVES EITHER THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A REFUND OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE; OR (II) $500.00.
(D) THIS SECTION SHALL NOT RELIEVE NASDAQ, SUBSCRIBER OR ANY OTHER PERSON FROM LIABILITY FOR DAMAGES THAT RESULT FROM THEIR OWN GROSS NEGLIGENCE OR WILLFUL TORTIOUS MISCONDUCT, OR FROM PERSONAL INJURY OR WRONGFUL DEATH CLAIMS.
(E) SUBSCRIBER AND NASDAQ UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND LIMITATION OF LIABILITY.
11. THIRD PARTY INFORMATION PROVIDERS' DISCLAIMERS OF WARRANTIES/LIMITATIONS OF LIABILITIES. NASDAQ'S THIRD PARTY INFORMATION PROVIDERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE AND THEY SHALL HAVE NO LIABILITY FOR THE ACCURACY OF, OR FOR DELAYS OR OMISSIONS IN, ANY OF THE INFORMATION PROVIDED BY THEM. NASDAQ'S THIRD PARTY INFORMATION PROVIDERS SHALL ALSO HAVE NO LIABILITY FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, WHETHER LOST PROFITS, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF THE SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF THROUGH SUBSCRIBER, EVEN IF THE THIRD PARTY INFORMATION PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF THE THIRD PARTY INFORMATION PROVIDERS OR THEIR AFFILIATES TO SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF THROUGH SUBSCRIBER PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF THROUGH SUBSCRIBER, AS APPLICABLE.
12. Notwithstanding any other term or condition of this Agreement, Nasdaq, its third party information providers or Subscriber shall not be obligated to perform or observe their respective obligations undertaken in this Agreement (except for obligations to make payments hereunder and regulatory obligations) if prevented or hindered from doing so by any circumstances found to be beyond their control.
13. Subscriber will indemnify and hold harmless Nasdaq and its employees, officers, directors, and other agents from any and all Claims or Losses imposed on, incurred by or asserted as a result of or relating to:
(a) any noncompliance by Subscriber with the terms and conditions hereof;
(b) any third-party actions related to Subscriber's receipt and use of the Information, whether authorized or unauthorized under the Agreement.
14. Each party warrants and represents and will indemnify and hold harmless (and in every case, Nasdaq shall be permitted to solely defend and settle) another party (including Nasdaq) and their officers, directors, employees, and other agents, against any Claims or Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party, its actions or omissions, equipment, or other property. This right is conditioned on the indemnified party giving prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or Losses and providing cooperation in the defense of the Claims or Losses (without waiver of attorney-client, work-product or other legal privilege, or disclosure of information legally required to be kept confidential).
15. Subscriber agrees that Nasdaq may enforce the terms of this Agreement against any Person, whether or not Vendor or Subscriber is a party to any such action or against Subscriber itself. In any action there shall be available injunctive relief or damages, with the prevailing party being awarded costs and attorneys' fees (including in-house counsel).
16. In the event of any conflict between the terms of this Agreement and of the Vendor's agreement, the terms of this Agreement shall prevail as between Nasdaq and Subscriber.
17. In addition to terminations permitted under the Vendor's agreement, this Agreement may be terminated by Subscriber on 30 days written notice to Vendor and by Nasdaq on 30 days written notice either to Vendor or Subscriber. Nasdaq may also alter any term of this Agreement on 60 days written notice either to Vendor or Subscriber, and any use after such date is deemed acceptance of the new terms. In the event of Subscriber breach, discovery of the untruth of any representation of Subscriber, or where directed by NASD in its regulatory authority, Nasdaq may terminate this Agreement on not less than three (3) days written notice to Subscriber provided either by Nasdaq or Vendor.
18. Nasdaq does not endorse or approve any equipment, Vendor, or Vendor's Service.
19. Natural persons executing this Agreement warrant and represent that they are at least eighteen (18) years of age. Subscriber and the Person executing this Agreement on behalf of Subscriber which is a proprietorship, corporation, partnership or other entity, represent that such Person is duly authorized by all necessary and appropriate corporate or other action to execute the Agreement on behalf of Subscriber.
20. All notices, invoices, and other communications required to be given in writing under this Agreement shall be directed to:
The Nasdaq Stock Market, Inc.
1735 K Street, NW Washington, DC 20006
Attn.: Manager, Trading and Market Services
or to Subscriber at the last address known to the Vendor, and shall be deemed to have been duly given upon actual receipt by the parties, or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or to such other address as any party hereto shall hereafter specify by written notice to the other party or parties hereto.
21. Except as otherwise provided herein, no provision of this Agreement may be amended, modified, or waived, unless by an instrument in writing executed by a duly authorized signatory of the party against whom enforcement of such amendment, modification, or waiver is sought. No failure on the part of Nasdaq or Subscriber to exercise, no delay in exercising, and no course of dealing with respect to any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. If any of the provisions of this Agreement, or application thereof to any Person or circumstance, shall to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to Persons or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
22. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely, obligations relating to intellectual property, indemnification, limitation of liability, warranties, disclaimer of warranties, and Exchange Act related provisions.
23. This Agreement shall be deemed to have been made in the United States in the State of Maryland and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of Maryland, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts of or for the State of Maryland in connection with any action or proceeding instituted relating to this Agreement.
EXHIBIT B AGREEMENT FOR MARKET DATA DISPLAY SERVICES (Usage-Based Services/Non-professional Subscriber Status) (Electronic Version)
Fidelity Investments ("Vendor") agrees to make "Market Data" available to you pursuant to the terms and conditions set forth in this agreement. By manifesting your assent in the space indicated below, you ("Subscriber") agree to comply with those terms and conditions. Section 1 sets forth terms and conditions of general applicability.
SECTION 1: TERMS AND CONDITIONS OF GENERAL APPLICABILITY
1. MARKET DATA DEFINITION - For all purposes of this Agreement, "Market Data" means (a) last sale information and quotation information relating to securities that are admitted to dealings on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") (b) such bond and other equity last sale and quotation information, and such index and other market information, as United States-registered national securities exchanges and national securities associations (each, an "Authorizing SRO") may make available and as the NYSE or AMEX may from time to time designate as "Market Data"; and (c) all information that derives from any such information.
2. PROPRIETARY NATURE OF DATA - Subscriber understands and acknowledges that each Authorizing SRO and Other Data Disseminator has a proprietary interest in the Market Data that originates on or derives from it or its market(s).
3. ENFORCEMENT - Subscriber understands and acknowledges that (a) the Authorizing SROs are third-party beneficiaries under this Agreement and (b) the Authorizing SROs or their authorized representative(s) may enforce this Agreement, by legal proceedings or otherwise, against Subscriber or any person that obtains Market Data that is made available pursuant to this Agreement other than as this Agreement contemplates. Subscriber shall pay the reasonable attorney's fees that any Authorizing SRO incurs in enforcing this Agreement against Subscriber.
4. DATA NOT GUARANTEED - Subscriber understands that no Authorizing SRO, no other entity whose information is made available over the Authorizing SROs' facilities (an "Other Data Disseminator") and no information processor that assists any Authorizing SRO or Other Data Disseminator in making Market Data available (collectively, the "Disseminating Parties") guarantees the timeliness, sequence, accuracy or completeness of Market Data or of other market information or messages disseminated by any Disseminating Party. Neither Subscriber nor any other person shall hold any Disseminating Party liable in any way 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) non-performance or (iii) interruption in any such data, information or message, due either to any negligent act or omission by any Disseminating Party, to any "force majeure" (e.g., 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 to any other cause beyond the reasonable control of any Disseminating Party.
5. PERMITTED USE - Subscriber shall not furnish Market Data to any other person or entity and, if subscriber is a "non-professional subscriber" (as defined below), he or she shall receive Market Data solely for his or her personal, non-business use.
6. DISSEMINATION DISCONTINUANCE OR MODIFICATION - Subscriber understands and acknowledges that, at any time, the Authorizing SROs may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. The Authorizing SROs shall not be liable for any resulting liability, loss or damages that may arise therefrom.
7. DURATION/SURVIVAL - This Agreement remains in effect for so long as Subscriber has the ability to receive Market Data as contemplated by this Agreement. In addition, Vendor may terminate this Agreement at any time, whether at the direction of the Authorizing SROs or otherwise. Paragraphs 2, 3 and 4, and the first two sentences of Paragraph 8, survive any termination of this Agreement.
8. MISCELLANEOUS - The laws of the State of New York shall govern this Agreement and it shall be interpreted in accordance with those laws. This Agreement is subject to the Securities Exchange Act of 1934, the rules promulgated under that act, and the joint-industry plans entered into pursuant to that act. This writing contains the entire agreement between the parties in respect of its subject matter. Subscriber may not assign all or any part of this Agreement to any other person. The person manifesting assent to this agreement below represents and warrants that it has legal capacity to contract and, if that person is manifesting assent on behalf of a proprietorship or a business, partnership or other organization, represents and warrants that he or she has actual authority to bind the organization.
OPTIONS PRICE REPORTING AUTHORITY ELECTRONIC FORM OF SUBSCRIBER AGREEMENT
IMPORTANT NOTICE: THIS SUBSCRIBER AGREEMENT (THIS "AGREEMENT") IS AN AGREEMENT BETWEEN YOU AND [Fidelity Investments] FOR YOU TO RECEIVE INFORMATION PUBLISHED BY THE OPTIONS PRICE REPORTING AUTHORITY ("OPRA"). PLEASE READ THIS AGREEMENT CAREFULLY. AFTER YOU HAVE READ THIS AGREEMENT, PLEASE INDICATE YOUR AGREEMENT TO BE BOUND BY ITS TERMS AND CONDITIONS BY CLICKING ON THE "I AGREE" BUTTON AT THE END. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU WILL BE UNABLE TO RECEIVE THE INFORMATION.
By completing and submitting this Agreement, you are applying to receive from [Fidelity Investments, 82 Devonshire Street, Boston MA] ("Vendor") a market data service (the "Service") providing access to current options last sale and quotation information and related information ("OPRA Data") published by OPRA pursuant to a Plan declared effective by the Securities and Exchange Commission. In reviewing and approving this Agreement, Vendor is authorized to act on behalf of the "OPRA Participants," which are those national securities exchanges who, from time to time, are parties to this Plan. The person who acts from time to time as data processor on behalf of OPRA is referred to herein as "OPRA's Processor."
By completing and submitting this Agreement and clicking on the "I agree" button at the end of this Agreement, you are consenting to enter into this Agreement in electronic form. You have the right to withdraw your consent by terminating this Agreement and your receipt of the OPRA Data. Your right to terminate this Agreement and your receipt of the OPRA Data, and the procedure you must follow to do so, are described in paragraph 6 below. If any information needed to contact you electronically changes, the procedure for notifying Vendor is described in paragraph 11 below. If you wish to have a copy of this Agreement in paper form and you are unable to print a copy on your own computer system, Vendor will provide you with a paper copy at no charge upon its receipt of your request transmitted as described in paragraph 11. You may access a copy of this Agreement electronically at no charge, if your access to OPRA Data is from a device capable of receiving text.
This Agreement includes an "Addendum for Non-professionals." The term "Non-professional" is defined in the Addendum. The purpose of the Addendum is to determine whether you are a Non-professional under this definition. If you are a Non-professional under this definition, OPRA's charges to Vendor for your use of the OPRA Data are subject to a cap, and you may be entitled to pay lower fees to Vendor. You do not need to complete the Addendum, but if you do not do so, or if you cannot agree with all of the statements in the Addendum, OPRA will not consider you to be a Non-professional.
You hereby represent and agree as follows:
1. You shall receive the Service and the OPRA Data included therein solely for your own business or personal use, and you shall not retransmit or otherwise furnish the OPRA Data to any person, other than your own employees on devices that are subject to the control of Vendor. If you are a Non-professional and have completed the Addendum for Non-professionals, you are only permitted under this Agreement to use the OPRA Data for your own personal investment activities.
2. You acknowledge that OPRA Data is and shall remain the property of the OPRA Participant on which a reported transaction took place or a reported quotation was entered.
3. DISCLAIMER OF LIABILITY - NEITHER VENDOR, OPRA, OPRA'S PROCESSOR NOR ANY OPRA PARTICIPANT GUARANTEES THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF ANY OF THE OPRA DATA SUPPLIED TO YOU HEREUNDER AND NEITHER VENDOR, OPRA, OPRA'S PROCESSOR NOR ANY OPRA PARTICIPANT SHALL BE LIABLE IN ANY WAY, TO YOU OR TO ANY OTHER PERSON, FOR ANY LOSS, DAMAGES, COST OR EXPENSE WHICH MAY ARISE FROM ANY FAILURE OF PERFORMANCE BY VENDOR, OPRA, OPRA'S PROCESSOR OR ANY OPRA PARTICIPANT, OR FROM ANY DELAYS, INACCURACIES, ERRORS IN OR OMISSIONS OF, ANY OF THE OPRA DATA OR IN THE TRANSMISSION OR DELIVERY THEREOF, WHETHER OR NOT DUE TO ANY NEGLIGENT ACT OR OMISSION ON THE PART OF VENDOR, OPRA, OPRA'S PROCESSOR OR ANY OPRA PARTICIPANT. IN NO EVENT SHALL VENDOR, OPRA, OPRA'S PROCESSOR OR ANY PARTICIPANT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, OR DAMAGES RESULTING FROM INCONVENIENCE OR LOSS OF USE OF THE SERVICE.
4. The terms of this Agreement may be modified at any time upon notice to you. If you do not assent to this Agreement as modified at or prior to the time you next attempt to access the Service, this Agreement shall automatically be terminated. This Agreement as modified shall apply to your use of the Service from and after the date of the modification.
5. Your receipt of the OPRA Data hereunder may be terminated at any time by you or by Vendor upon 30 days notice from the terminating party to the other party, and may be terminated immediately upon a determination by Vendor or OPRA that you are not in compliance with this Agreement.
6. Nothing herein shall be deemed to prevent or restrict OPRA, OPRA's Processor or any OPRA Participant from discontinuing to furnish OPRA Data for dissemination or from making such changes in the speed of transmission, the characteristics of the electrical signals representing the OPRA Data or the manner of disseminating the same, as OPRA shall from time to time determine to be appropriate, with or without notice to you. You shall not hold OPRA, OPRA's Processor, or any OPRA Participant liable for any resulting liability, loss or damage that may arise therefrom.
7. You agree to notify Vendor promptly of any changes in the information provided herein and to furnish Vendor any additional information requested by it in connection with your receipt of the OPRA Data.
8. The parties acknowledge and agree that this Agreement is for the express benefit of OPRA, OPRA's Processor and each OPRA Participant.
9. The provisions of Sections 3, 4 and 9 will survive any termination of this Agreement and will remain in full force and effect.
10. All notices under this Agreement may be provided either in writing or electronically. All written notices to Vendor shall be sent to the Vendor's street address set forth above and all such notices to you shall be sent to the street address that you provide in paragraph 1. All electronic notices to Vendor shall be sent to Vendor's email address set forth above and all such notices to you shall be provided to you where you access the OPRA Data electronically.
ADDENDUM FOR NON PROFESSIONALS (To be completed by Non-professional Subscribers only)
The purpose of this Addendum is to determine whether you are a "Non-professional" for OPRA's purposes. OPRA defines a "Non-professional" as an individual for whom the four statements set out in paragraphs 1(a) through (d) of this Addendum are true.
1. You represent and agree that the following statements are and will continue to be true for so long as you receive OPRA Data as a Non-professional: (a) You are entering into this Agreement in your own individual capacity and not on behalf of any other person or any corporation, partnership, limited liability company, trust, association or other form of entity. (b) You shall use the OPRA Data solely in connection with your individual personal investment activities and not in connection with any trade or business activities. (c) You are not a securities broker-dealer, investment advisor, futures commission merchant, commodities introducing broker or commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner, partner, or associated person of any of the foregoing. (d) You are not employed by a bank or an insurance company or an affiliate of either to perform functions related to securities or commodity futures investment or trading activity.
2. You agree to notify Vendor promptly if your circumstances change such that any of the statements in Section 1 of this Addendum would no longer be true for you.
This agreement governs User's use of the FidelityWealthCentral.com site on the Internet. By using FidelityWealthCentral.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 FidelityWealthCentral.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 FidelityWealthCentral.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 FidelityWealthCentral.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 acknowledgments 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 FidelityWealthCentral.com, for the purpose of viewing account information which User is authorized to receive, order entry and for such other uses as Fidelity may make available to User from time to time. User is the only user of FidelityWealthCentral.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 FidelityWealthCentral.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. User understands that Fidelity shall not be deemed to have received any order electronically transmitted by User until Fidelity has acknowledged that the order has been received by Fidelity.
4. User agrees that FidelityWealthCentral.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 FidelityWealthCentral.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 FidelityWealthCentral.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 FidelityWealthCentral.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 FidelityWealthCentral.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 FidelityWealthCentral.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 FIDELITYWEALTHCENTRAL.COM OR ANY INFORMATION PROGRAMS OR PRODUCTS OBTAINED FROM, THROUGH, OR IN CONNECTION WITH FIDELITYWEALTHCENTRAL.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 FIDELITYWEALTHCENTRAL.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 FidelityWealthCentral.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 FidelityWealthCentral.com.
11. Fidelity will take reasonable security precautions concerning the electronic transmission of data or communications on FidelityWealthCentral.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 FidelityWealthCentral.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. FidelityWealthCentral.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 FidelityWealthCentral.com, User agrees to the foregoing and User warrants that none of User or User's employees, representatives or agents using FidelityWealthCentral.com is a "Foreign Person" or under the control of a "Foreign Person." Use of FidelityWealthCentral.com is limited to within the United States, and the information within the Product is only for persons in the United States. Nothing in FidelityWealthCentral.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 FidelityWealthCentral.com, contact Fidelity for instructions on back-up services.
15. If a request to enter an order has been sent to Fidelity through FidelityWealthCentral.com and User did not receive acknowledgment that the request was successfully transmitted and/or receive a message stating that User must call Fidelity, User shall immediately call Fidelity.
16. If a request to enter an order has been placed through FidelityWealthCentral.com and User has not received an accurate written confirmation of the order or of its execution within five (5) business days, User shall immediately notify Fidelity. If User has received confirmation of an order which User did not place or any similar conflicting report, User shall immediately notify Fidelity.
17. User understands that User will receive the price at which User's order executes in the marketplace, which may be different from the price at which the security or option is trading when User's order is entered into FidelityWealthCentral.com.
18. When User places a request to cancel an order, the cancellation of that order is not guaranteed. User's order will only be canceled if request is received in the marketplace and matched up with User's order before User's order executes. Market orders are subject to immediate execution. During market hours, it is rarely possible to cancel market orders.
19. User should not assume that any order has been executed or canceled until User has received a written transaction confirmation from Fidelity. From time to time, Fidelity receives late reports from exchanges and market makers reporting the status of transactions. Accordingly, User will be subject to late reports related to orders that were previously unreported or reported to User as being expired, canceled, or executed. In addition, any reporting or posting errors, including errors in execution prices, will be corrected to reflect what actually occurred in the marketplace.
20. User understands that as a broker-dealer, Fidelity or its Affiliates may act as principal for its own account or as agent for its customers in connection with the sale to User or purchase by User of a security that is the subject of content prepared by Fidelity. If it receives a mark-up or commission or acts as agent for another person in connection with any such transaction, Fidelity may have a potential conflict of interest. User understands this potential conflict and acknowledges that it may choose to effect securities transactions at another broker-dealer.
21. All notifications to Fidelity pertaining to this Agreement should be sent directly to Fidelity unless otherwise specified.
22. 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.
Fidelity e-Signature (referred to herein as the “Service”) provides electronic signing for end customers of Advisors (“End Customers”) of certain Fidelity Forms and Advisor (“Client”) Forms. Fidelity has entered into an agreement with an unaffiliated third party provider (“Provider”), whose solution is integrated with Fidelity’s web services.
Fidelity forms (“Fidelity Forms”) are defined as Fidelity created forms or agreements used to establish Fidelity products, features or services.
Client forms (“Client Forms”) are defined as forms and agreements used to establish products, features or relationships between Client and End Customers.
The Service may include the following functionality:
By utilizing the Service, Client agrees to be bound by the following terms and conditions:
THE SERVICE IS PROVIDED ON AN "AS-IS" BASIS. FIDELITY AND THE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
NEITHER FIDELITY NOR THE PROVIDER AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES.
Clearing, custody or other brokerage services may be provided by National Financial Services LLC, or Fidelity Brokerage Services LLC, Members NYSE, SIPC