
 
ACCESS AGREEMENT FOR GUESTS OF RBC DAIN RAUSCHER INC.
This Access Agreement is between
RBC Dain Rauscher Inc. (including any affiliates, divisions or units) (collectively,
"RBC Dain Rauscher") and any guests or clients of RBC Dain Rauscher ("you" or
"your"), and relates to certain information (the "Information") to
which you will have electronic access through the rbcdain.com World Wide Web site on the
Internet ("Site"):
- Guest: Any user of the Site other than a current client of RBC Dain Rauscher.
- Client: Any current client of RBC Dain Rauscher. If you are an RBC Dain Rauscher client, this
Agreement is in addition to, and does not nullify, any other agreement between you and
RBC Dain Rauscher governing the conduct of your relationship with RBC Dain Rauscher.
Not all of the services and products mentioned in this site are available in every state. You acknowledge that the information within this website has been prepared for informational purposes only and is not an offer to buy or sell, or a solicitation of an offer to buy or sell, any security or instrument or to participate in any particular investment or trading strategy. If you wish to learn more about information contained on the Site, please contact an RBC Dain Rauscher Financial Consultant.
1. SERVICES PROVIDED
A Guest and/or client will be deemed to accept and agree to be bound by the terms and
conditions of this Agreement by using the Site. See section 7 below. RBC Dain Rauscher shall
provide you with electronic access, through your computer or other electronic device
(collectively "Computer"), to the Information, including, but not limited to,
the provision of Information through the Site by means of an unaffiliated Internet service
provider (the "Provider") and the ability to communicate electronically with
RBC Dain Rauscher ("E-mail"). RBC Dain Rauscher may cancel or change the Information at
any time upon printed or electronic notice. Your continued use of the Information
following the posting or other notice of any changes will constitute your acceptance of such
changes. You agree not to attempt to connect to the Site, to use the Information or to
view any of the Information if you do not agree to the terms of this Agreement.
2. ELECTRONIC COMMUNICATION
The Information permits you to communicate electronically by sending an E-mail message
to RBC Dain Rauscher. You agree not to use E-mail for the transmission of orders to purchase
or sell a security or to transfer funds, or to transmit any personal credit information
(including credit card numbers), to give notice of a change of address or to give RBC Dain
Rauscher any time-sensitive instructions. In addition, if you are an RBC Dain Rauscher client,
you agree not to use E-mail made available through the Information to give RBC Dain Rauscher
any instruction affecting your account(s) or any linked accounts, including, but not
limited to, placing orders to purchase or sell a security or to transfer funds. RBC Dain
Rauscher shall not be liable for any actions taken or any omissions to act as a result of
any E-mail message you send to RBC Dain Rauscher.
3. PROPERTY RIGHTS IN INFORMATION AND SERVICES; SUITABILITY AND COMPLIANCE
WITH LAW
A. Any Information provided through the Site is being provided by RBC Dain Rauscher only
for your personal, non-commercial use and display. You may download the Information to the
Computer and print out a hard copy for your personal reference, provided that you agree
not to remove any copyright or other notices contained therein.
B. The Information is the property of RBC Dain Rauscher or its licensors and are protected
by applicable copyright, patent, trademark or other intellectual property laws. Except as
expressly authorized herein, you may not reproduce, transmit, sell, display, distribute,
publish, broadcast, circulate, modify, disseminate, or commercially exploit such
Information provided in any manner (including electronic, print or other media now known
or hereafter developed) without the written consent of RBC Dain Rauscher. You also agree not
to use the Information for any unlawful purpose, and you shall comply with any request of
RBC Dain Rauscher or any of the third party providers to protect their respective rights in
the Information.
C. Although the Information may include material about the investment process generally
as well as research commentary relating to specific securities, RBC Dain Rauscher is not
providing investment advice through the Site and does not represent that any such
securities are suitable for you. In addition, you agree to make your own independent
evaluation of the investment merits and suitability for you of any such securities. Such
information shall not be deemed to be a solicitation of a transaction by RBC Dain Rauscher or
any third party provider. The Information contained on the Site reflects the authors'
analysis as of the published date. Other authors may have different, and possibly less
favorable, analyses. The accuracy, completeness or timeliness of such Information cannot
be guaranteed and is subject to change without notice. Reliance upon any Information or
statement contained in the Site, or on any links from this Site to any third- party site,
shall be at your risk. Neither RBC Dain Rauscher, nor any affiliated entity of RBC Dain Rauscher,
nor any of the respective agents, employees, or information providers shall be liable to
you or anyone else for any inaccuracy, error, omission, interruption, timeliness,
completeness, deletion, defect, alteration, or use of any content herein, regardless of
cause. Further, the price for any security contained in any section of the Site may differ
from the price for that security contained on any other section of the Site. Neither RBC Dain
Rauscher nor any third party provider is under an obligation to update the Information to
reflect circumstances that may occur after the earlier of the date first appearing on the
Site or the date contained on the Information. You also acknowledge that the Information
will not be used by you as tax or legal advice.
D. In the event you use the Site, the Information, or the links included on the Site to
gain access to a World Wide Web site or an Internet location or source of information of
any company, organization or person other than RBC Dain Rauscher, or to any other Internet
location, you acknowledge that such other sites or locations are not under the control of
RBC Dain Rauscher, you agree that RBC Dain Rauscher shall not be responsible for any information
or other links found at any such World Wide Web site or Internet location or sources of
information, or for your use of such information, and you agree that RBC Dain Rauscher does
not endorse such links. RBC Dain Rauscher provides such links only as a convenience to you,
and has not tested any software or verified any information found at such sites. The fact
that RBC Dain Rauscher has provided a link to another site does not signify an endorsement of
the site or its contents by RBC Dain Rauscher. There are inherent risks in the use of any
software or information found on the Internet, and you acknowledge that you understand
these risks before making any use of the Site or the Information.
E. Transmission or use of any material in violation of this Agreement, or any
applicable law, rule or regulation (whether of the United States or other countries), or
the rights of any third party is prohibited. This includes, but is not limited to,
copyright material, material which is defamatory, threatening, obscene, lewd and indecent,
material protected by trademark, trade secret, or patent laws, or material that result in
an invasion of privacy.
F. You understand and acknowledge that RBC Dain Rauscher may make markets and effect
transactions, including, without limitation, long or short transactions or transactions
contrary to any recommendations herein, or have positions in the securities mentioned
herein (or options with respect thereto) and may also have performed investment banking
services for, or solicited investment banking services from, the issuers of such
securities. In addition, employees of RBC Dain Rauscher may have long or short positions and
effect transactions for their own accounts in the securities or options of the issuers
mentioned herein and may serve as directors of such issuers.
4. WARRANTIES AND LIMITATION OF LIABILITY REGARDING THE INFORMATION
A. THE ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS OF THE INFORMATION CANNOT BE
GUARANTEED. RBC DAIN RAUSCHER AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT HAVE ANY
RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU MAY
INCUR FROM ANY RELIANCE BY YOU ON INFORMATION OR FOR THE RELIABILITY, ACCURACY,
COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF, OR FOR ANY DELAYS OR ERRORS IN THE
TRANSMISSION OR DELIVERY OF ANY PART OF THE INFORMATION, OR FOR ANY UNAUTHORIZED USE BY
YOU OF E-MAIL.
B. YOU UNDERSTAND THAT ANY QUOTATIONS PROVIDED AS PART OF THE INFORMATION MAY BE
DELAYED AND MAY NOT REFLECT THE PRICES AT WHICH THE QUOTED SECURITIES MAY BE BOUGHT OR
SOLD. YOU SHOULD NOT MAKE ANY DECISIONS TO BUY OR SELL SECURITIES BASED ON SUCH QUOTATIONS
OR ON ANY OTHER INFORMATION ACCESSED ON OR THROUGH THE SITE. YOU UNDERSTAND THAT RBC DAIN
RAUSCHER DOES NOT GUARANTEE THAT IT WILL CONTINUE TO MAKE THE INFORMATION AVAILABLE TO YOU
WHETHER BY THE SAME METHODS CURRENTLY USED OR OTHERWISE. YOU AGREE NOT TO HOLD RBC DAIN
RAUSCHER LIABLE FOR ANY DAMAGES ARISING FROM A DISCONTINUATION OR MODIFICATION OF ALL OR
PART OF THE INFORMATION.
C. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RBC DAIN RAUSCHER AND ITS AFFILIATES,
AGENTS AND LICENSORS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND ERROR-FREE AND UNINTERRUPTED SERVICES. RBC DAIN RAUSCHER DOES NOT WARRANT,
GUARANTY, OR MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR
ASSUME ANY LIABILITY TO YOU REGARDING (i) THE USE OR THE RESULTS OF THE USE OF THE
INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL RESULTS BASED ON USE OF THE
INFORMATION OR ANY DELAY OR LOSS OF USE OF THE INFORMATION, OR (ii) SYSTEM PERFORMANCE AND
EFFECTS ON OR DAMAGES TO SOFTWARE AND HARDWARE IN CONNECTION WITH ANY USE OF THE SITE OR
INFORMATION.
D. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, RBC DAIN RAUSCHER SHALL NOT BE LIABLE
FOR ANY HARM CAUSED BY THE TRANSMISSION, THROUGH THE INFORMATION, OF A COMPUTER VIRUS, OR
OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE,
DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE
AVAILABILITY OF THE INFORMATION OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY.
E. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, RBC DAIN RAUSCHER MAKES NO
REPRESENTATION AND ASSUMES NO LIABILITY REGARDING THE QUALITY, SAFETY, ACCURACY, OR
SUITABILITY OF ANY INFORMATION OR SOFTWARE FOUND ON ANY OTHER SITE NOT UNDER RBC DAIN
RAUSCHER'S CONTROL.
F. RBC DAIN RAUSCHER AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE FOR ANY
LOSSES OR DAMAGES INCURRED BY YOU RELATED IN ANY WAY TO YOUR USE OF THE INFORMATION.
EXCEPT AS OTHERWISE PROVIDED BY LAW, RBC DAIN RAUSCHER SHALL HAVE NO LIABILITY FOR LOSSES
CAUSED BY THE NEGLIGENCE, ACTIONS OR FAILURE TO ACT OF THE PROVIDER OR ANY THIRD PARTY
PROVIDER, AND TO THE EXTENT PERMITTED BY LAW, NEITHER RBC DAIN RAUSCHER NOR THE PROVIDER OR
ANY THIRD PARTY PROVIDER SHALL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE), OR
FOR ANY LOSS THAT RESULTS FROM A CAUSE OVER WHICH RBC DAIN RAUSCHER OR ANY OTHER SUCH ENTITY
DOES NOT HAVE CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL
EQUIPMENT, UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY SYSTEMS,
SEVERE WEATHER, OR OTHER CAUSES COMMONLY KNOWN AS "ACTS OF GOD".
5. YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that you are of the age of majority.
6. CONFIDENTIALITY
RBC Dain Rauscher shall use reasonable precautions to maintain the confidentiality of the
information you have provided to RBC Dain Rauscher and information you have created, input or
developed in connection with your use of the Information, but because such information can
be accessed through the Internet, you hereby acknowledge and agree that there can be no
assurance that the information, and material provided to you through the Information, or
any communication through e-mail will remain secure. In addition, RBC Dain Rauscher may
disclose such information to its employees, representatives, officers, agents and
affiliates, as well as a government entity or any other third party agent or data or information
provider (a) for any purpose related to the conduct of RBC Dain Rauscher's business or to the
offering, providing, or maintaining of the Information, (b) to comply with applicable
rules, orders, subpoenas or other legal process, or in order to give information to any
government agent or official requesting such information or (c) for any other legitimate
business purpose.
7. GOVERNING LAW
Except for statutes of limitation applicable to claims, this Agreement and all the
terms herein shall be governed by and construed in accordance with the laws of the State
of Minnesota without giving effect to principles of conflicts of law. By browsing or
accessing this Site, you accept and agree to be bound by the laws of such jurisdiction. In
the event that you do not agree to be bound by such laws, you must immediately discontinue
your browsing or access to this Site. The statute of limitations applicable to any claim
shall be that which would be applied by the courts of the state in which you reside. You
agree that any action to enforce this Agreement shall be brought in the federal courts
located in Minneapolis, Minnesota.
8. TERMINATION
Either you or RBC Dain Rauscher may terminate this Agreement and your access to the
Information at any time with or without notice. RBC Dain Rauscher may discontinue or change the Information, or its
availability to you, at any time. Paragraphs 4, 6 and 11 shall survive the termination of this Agreement.
9. ASSIGNMENT
The rescue and/or any commercial redistribution of the Information is not permitted.
This Agreement and your rights and obligations hereunder may not be assigned by you
without the written permission of RBC Dain Rauscher and shall inure to the benefit of RBC Dain
Rauscher, its successors and assigns whether by merger, consolidation or otherwise. RBC Dain
Rauscher may assign this Agreement or any of its rights or obligations under this
Agreement to a company affiliated with RBC Dain Rauscher, or to a successor to an assignee of RBC Dain Rauscher or to
any other third party.
10. MISCELLANEOUS
A. This Agreement represents the complete and exclusive statement of the agreement and
understanding between you and RBC Dain Rauscher, regarding our rights to access and use the
Information on the Site, and supersedes all prior and contemporaneous agreements and
representations regarding such subject matter. Except as herein provided, no waiver,
modification or amendment of any provision of this Agreement shall be effective against
RBC Dain Rauscher unless the same is in writing and signed by an authorized official of RBC Dain
Rauscher. RBC Dain Rauscher may modify these terms and conditions at any time upon written
notice or by posting the change or amendment electronically to the Site. RBC Dain Rauscher reserves the right, in its sole
discretion, to deny access to any user to this Site, or any portion hereof. You agree that
if you use the information after such notification of changes in the Agreement, you will
be bound to all such changes. At the time of such modification, you will have the
opportunity to reject such modification, which rejection shall constitute a termination of
this Agreement and of your rights to access and use the Site and Information. Should any
term or provision of this Agreement be deemed or held to be invalid or unenforceable, the
remaining terms and provisions shall continue in full force and effect.
B. RBC Dain Rauscher's failure to insist at any time upon strict compliance with any term
of this Agreement, or any delay or failure on the part of RBC Dain Rauscher to exercise any
power or right given to RBC Dain Rauscher in this Agreement, or a continued course of such
conduct on the part of RBC Dain Rauscher shall at no time operate as a waiver of such power or
right, nor shall any single or partial exercise preclude any other future exercise, all
rights and remedies given to RBC Dain Rauscher in this Agreement are cumulative and not
exclusive of any other rights or remedies which RBC Dain Rauscher otherwise has at law or
equity.
11. INDEMNIFICATION
As a condition of your use of the Site, you hereby agree to indemnify and hold harmless RBC Dain
Rauscher (and its directors, officers, employees, control persons, vendors, licensors and
agents), the Provider, and any third party provider from and against any and all claims,
losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and
costs) arising out of or related to your breach of your agreements, representations and
warranties contained in this Agreement or your use of the Information (i) in violation of
this Agreement, (ii) in violation of any rights of RBC Dain Rauscher, the Provider and any
third party Information Provider, including copyright, patent, trade secret, trademark, or
other intellectual property rights and publicity and privacy rights, or (iii) in violation
of any applicable law, rule or regulation. This indemnification shall be binding upon you
and your executors, heirs, successors and assigns.
BY ACCESSING THIS SITE, I AGREE THAT (a) I HAVE READ AND UNDERSTAND THIS AGREEMENT AND
AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS; AND I ACKNOWLEDGE THAT I HAVE READ
AND RECEIVED ELECTRONICALLY A COPY OF THIS AGREEMENT.
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