SOUTHWEST SECURITIES, INC.
ON-LINE USAGE AGREEMENT
For purposes of this On-Line Usage Agreement, "you" refers to the owner (or in the case of a joint account, co-owners) of an account or account with Cales Investments Incorporated (“Correspondent”). “Southwest” refers to Southwest Securities, Inc., which acts as clearing agent for Corespondent, and “we,” “us” and “ours” refers to Southwest and Correspondent and each of them. Upon authorization by Correspondent and Southwest, you may be authorized to access a website (the "Site") to view information concerning your account and/or to conduct on-line trading and other activities with respect to your account(s). The services provided to you by Southwest hereunder are referred to as the “Services”, and the InvestorView™ software, and any other software provided to you for the purpose of conducting on-line trading and other activities with respect to your account(s), is referred to as the “Software”. (InvestorView™ is a trademark of Comprehensive Software Systems, Ltd.) In consideration of Southwest authorizing you to use the Site and the Services, you hereby agree to the terms and conditions set forth in this Agreement.
1. Account Holder. You certify that you have previously established account(s) with us, and have signed and entered into Account Agreement(s) (Customer Agreement, Joint Account Agreement, Margin and Short Account Customer Agreement and /or Customer Option Agreement) with us, and that the terms of such agreement(s) are incorporated herein, including but not limited to provisions relating to arbitration and limitations of liability.
2. Use of Software. Your use of the Software is strictly limited to personal use, in object code form only, of a single authorized copy, together with any documentation (“Documentation”) therefor; provided that your copy of the Software is (1) used on only one processor at any one time, (2) used by only one user at any one time, and (3) used only for the purpose of viewing account information, and if authorized, conducting on-line trading and other activities with respect to your account(s) with us. You agree that you shall immediately cease to use the Software in the event that your account(s) are closed, your authorization to use the Software and access the Site is terminated for any reason, or you are requested by us to cease use of the Software. If any of these events occur, you agree to immediately delete all copies of the Software from the processor on which it has been installed, and to destroy or return to Southwest all copies of the Software in your possession on a Diskette or other media.
The contents of the Site, the Software and the Documentation are protected under U.S. copyright laws. You may not modify, rent, lease, loan, sell, distribute, or create derivative works, based in whole or in part on the Site, the Software or the Documentation. You are expressly authorized to load the Software from the CD or other media provided to you by Southwest (the “Diskette”) into the memory of a single processor for the sole purpose of executing the program to conduct on-line trading and other activities with respect to your account(s). All other use or copying of the Software or is strictly prohibited. You acknowledge that the Software contains trade secrets of certain persons (the "Software Originators"). You agree to take all reasonable steps to protect the Software and the Diskette (or other media on which the Software may be provided), and any copies thereof, from disclosure. You may not modify, translate, reverse engineer, reverse compile, disassemble or make derivative works from the Software.
3. Financial Information. Financial and other information (“Information”) displayed on the Site and through use of the Software (including but not limited to market data and messages disseminated by or to any party) is provided by participating securities exchanges, other third parties and, in certain limited instances, by Southwest or its affiliates (together, the “Information Providers”). You acknowledge that the Information is the property of the Information Providers and is protected by copyright or contractual restrictions on its use, or both. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Information in any manner without the express written consent of Southwest and the Information Providers. Notwithstanding the foregoing, and provided that such does not conflict with your contractual obligations to the Information Providers, you may make single copies of Information displayed through your use of the Software and access to the Site, so long as the copies retain the copyright or other notices contained on or associated therewith, and so long as such copies are only for your own personal, non-commercial use.
4. Disclaimers of Warranty; Limitations on Liability. NEITHER SOUTHWEST, THE SOFTWARE ORIGINATORS NOR THE INFORMATION PROVIDERS GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, CONTENT OR CORRECT SEQUENCING OF THE INFORMATION. YOU ACKNOWLEDGE THAT THERE MAY BE DELAYS, OMISSIONS, ERRORS OR INACCURACIES IN THE PROVISION OF THE INFORMATION, AND THAT NEITHER SOUTHWEST, THE SOFTWARE ORIGINATORS NOR ANY INFORMATION PROVIDER WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT SOUTHWEST, THE SOFTWARE ORIGINATORS AND THE INFORMATION PROVIDERS SHALL NOT HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE FOR THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, CONTENT OR CORRECT SEQUENCING OF THE INFORMATION OR FOR ACTIONS TAKEN OR DECISIONS MADE BY YOU IN RELIANCE UPON THE INFORMATION OR FOR ANY INTERRUPTION OF ANY DATA, INFORMATION OR ACCESS TO THE SOFTWARE, THE SITE OR THE SERVICES. SHOULD ANY INFORMATION PROVE INCORRECT OR DEFECTIVE, YOU (AND NOT SOUTHWEST, ITS AFFILIATES, THE SOFTWARE ORIGINATORS OR THE INFORMATION PROVIDERS) ASSUME THE ENTIRE RESPONSIBILITY FOR ITS USE. NEITHER SOUTHWEST, THE SOFTWARE ORIGINATORS NOR ANY INFORMATION PROVIDER SHALL BE LIABLE, AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SOUTHWEST AND THE INFORMATION PROVIDERS FOR: (1) ANY INACCURACY, ERROR OR DELAY IN, OR OMISSION OF INFORMATION OR THE TRANSMISSION, DELIVERY OR CONTENT OF INFORMATION, OR (2) ANY LOSSES OR DAMAGES OCCURING FROM OR OCASSIONED BY ANY SUCH INCCURACY, ERROR OR DELAY OR OMISSION, (3) NON-PERFORMANCE OR (4) INTERRUPTION IN ANY INFORMATION, DUE EITHER TO ANY ACT OR OMISSION (NEGLIGENT OR OTHERWISE) BY SOUTHWEST, THE SOFTWARE ORIGINATORS OR AN INFORMATION PROVIDER OR TO ANY “FORCE MAJUERE” (E.G. FLOOD, EXTRAORDINARY WEATHER CONDITION, EARTHQUAKE OR OTHER ACT OF GOD, FIRE, WAR, INSURRECTION, RIOT, LABOR DISPUTE, ACCIDENT, ACTION OF GOVERNMENT, OR FAILURE OR MALFUNCTION OF COMMUNICATIONS, POWER, EQUIPMENT OR SOFTWARE) OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF SOUTHWEST, THE SOFTWARE ORIGINATORS OR AN INFORMATION PROVIDER.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SOFTWARE, THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. THE SOFTWARE, THE INFORMATION AND ALL ASPECTS OF THE SERVICE (INCLUDING BUT NOT LIMITED TO ORDER EXECUTION) ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY SOUTHWEST OR ANY OF ITS EMPLOYEES OR AGENTS, OR ANY INFORMATION PROVIDERS SHALL CREATE A WARRANTY; NOT SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE, SHALL SOUTHWEST, THE SOFTWARE ORIGINATORS OR THE INFORMATION PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE SOFTWARE, THE SITE OR THE SERVICES) EVEN IF SOUTHWEST, THE SOFTWARE ORIGINATORS OR THE INFORMATION PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ANY AND ALL EVENTS, YOU AGREE THAT THE LIABILITY OF SOUTHWEST, THE SOFTWARE ORIGINATORS AND THE INFORMATION PROVIDERS ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SOFTWARE AND DOCUMENTATION, THE SITE AND/OR THE SERVICES WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT, IF ANY, YOU ORIGINALLY PAID FOR THE SOFTWARE AND ACCESS TO THE SITE.
SOME STATES DO NOT PERMIT LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THAT THESE DISCLAIMERS AND LIMITATION MAY NOT APPLY TO YOU.
5. Responsibility for Password. You acknowledge that you have received certain passwords (such as Username, login password and/or trading password) which provides access to your account and that you are the sole and exclusive owner and the only authorized user of such password(s). You accept sole responsibility for the confidentiality, protection and use of such password(s), as well as for all orders and information changes (such as address changes) entered into your account(s) using your password(s). You acknowledge and agree that you will be solely responsible for all order, information changes and other transactions entered into the Service using your password(s), and that Southwest will deem all orders and transactions so received to have been received from you.
6. Responsibility for Monitoring Account. You accept full responsibility for monitoring your account. You agree, as a condition to your use of the Software, the Site and the Service, that you will immediately notify Southwest if (a) an order has been placed through the Service and you have not received an order number or an accurate acknowledgement of the order or of its execution (whether through mail, electronically or verbally) (b) you have received acknowledgment, (whether through mail, electronically or verbally) of an execution for an order which you did not place, or any inaccurate or conflicting report concerning your account balances, securities positions or transaction history; (c) you have not received an accurate written confirmation of an order or its execution within five (5) business days after transmitting the order through the Service; or (d) you become aware of any loss, theft or unauthorized use of your password(s) and/or account number.
7. Orders. You acknowledge and agree that not all
trades will be executed concurrently with the orders placed. You
acknowledge and agree that you will receive the price at which your order
executes in the marketplace, which may be different from the price at which the
security is trading when you enter your order.
8. General. If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement. You agree that Southwest may modify or alter the Software, the Site or the Services at any time, in whole or in part, without notice. You further agree that Southwest may modify the terms and conditions of this Agreement at any time upon providing notice to you via mail, electronic communication or publication on the Site. Except as specifically provided herein, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified or amended unless agreed to in writing by an authorized officer of Southwest. This Agreement, together will all other written agreements between you and Southwest related to your account(s) and terms contained on statements and confirmations sent to you, contains the entire understanding and agreement between you and Southwest concerning the subject matter of this Agreement. The heading of each provision of this Agreement is for descriptive purposes only, and shall not be deemed to modify or qualify any of the rights or obligations set forth in such provision. This Agreement shall be construed in accordance with the substantive laws of the State of Texas, without reference to the choice of law provisions thereof.
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Customer Signature Broker/Dealer Principal Signature
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Customer’s Printed Name Broker/Dealer Principal Printed Name
Correspondent Firm Name
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Title Office Number
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Date