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Daiwa Securities America Inc.
Website Terms and Conditions
1. The Site
Please read the details set out below carefully before using this
Site. By accessing this Site, you agree to be bound by the following
terms and conditions and disclaimers (the "Terms").
You and we agree that the Terms are legally binding between you
and us and that your use of the Site is subject to the Terms.
This Site has been approved for access in the United States by
Daiwa Securities America Inc. ("DSA", "us"
or "we"). DSA is a member of the New York Stock Exchange,
Inc., the Financial Industry Regulatory Authority,(www.finra.org),the National Association of Securities Dealers, Inc., SIPC
and other principal exchanges. If you choose to enter this Site
from outside the United States, you are advised that it may not
be legal in that jurisdiction for you to access or use the facilities
available on the Site. DSA will not be liable for any breach of
local law or regulation that you may commit as a result of accessing
the Site.
You agree
that you are responsible for the confidentiality of access number(s)
password(s) to this Site by your firm and your employees. You
agree to immediately notify DSA's Compliance Department if you
have reason to believe or become aware of any change of employees,
loss, theft or unauthorized use of access number(s), password(s),
and/or account number(s).
2.
Use of the Site
All products and services
of DSA are subject to the terms and conditions and disclaimers
of the applicable agreement governing their use. These terms are
to be read by you together with any Terms, conditions and disclaimers
provided in the various pages of this Site (collectively the "Terms").
Products and services are not available to retail customers.
DSA does not open retail customer accounts.
As a service
to its customers for informational purposes only, DSA provides
access to business and financial information, including but not
limited to performance data, investment strategies, calculations,
information regarding securities, research, analysis, news, recommendations
and other information (the "Information"). Any dated
Information is published as of its date only, and DSA assumes
no responsibility to update or amend any such Information. The
Information provided in this Site, and the Terms may be changed
at any time without notice. You agree to review these terms and
agree that your continued use of this Site will mean that you
agree to any changes. This material is for the private purposes
of the user, and DSA is not soliciting any action based upon it.
Although this material is based upon Information that DSA considers
reliable and endeavors to keep current, DSA does not represent
that this material is accurate, current or complete, and it should
not be relied upon as such.
If any part
of the Terms are found by any court or other competent authority
to be invalid, unlawful or unenforceable then such part shall
be severed from the remainder of the Terms which shall continue
to be valid and enforceable to the fullest extent permitted by
law.
You may not
use the Site for any purpose which is unlawful, abusive, libelous,
obscene or threatening.
3.
Research
This section governs
your access and/or use of the research on this Site. DSA currently
has entered into, and may from periodically enter into agreements
with third parties, including agreements with related parties
such as Daiwa Institute of Research America Inc. and Daiwa Institute
of Research Ltd. (collectively, "Third Party Providers")
to provide DSA's customers with access to Information relating
to securities, options, futures or other financial instruments
(collectively, "securities") that is created, generated,
compiled, developed or otherwise provided by the Third Party Providers
and displayed on or accessed through this Site). You acknowledge
that DSA does not prepare or review any of the Information, that
the Third Party Providers may have opinions from time to time
with regard to any or all of the Information that may be different
from the opinions of other Third Party Providers. In addition,
the Information may contain and be subject to further qualifications
and disclaimers of the Third Party Providers.
It is not
represented that the Information is accurate or complete, and
the Information should not be relied upon as such. You understand
that the Information may be provided to you with a time delay,
which time delay may vary depending on the type of Information,
and that the Information will not reflect events occurring after
the date of publication, and that DSA is not obligated to continue
to offer Information regarding any securities. While DSA and the
Third Party Providers endeavor to update the Information on a
reasonable basis, there may be regulatory, compliance or other
reasons preventing or delaying such updates. In addition, the
Information is subject to change by the Third Party Provider without
notice, which changes may require DSA to make corresponding changes
to Information on this Site. Any changes or the failure to timely
make such changes may terminate or affect your access to or use
of the Information. You agree that neither the Third Party Providers
nor DSA will be responsible for any such termination or effect.
In addition, each Third Party Provider, may, by notice to DSA
unilaterally, limit or terminate anyone's right, including yours,
to receive or use the Information, and DSA will immediately comply
with any such notice and will terminate or limit the receipt of
the Information. DSA may also unilaterally terminate your right
to receive any or all of the Information. You agree that you will
have no rights or remedies if any Third Party Provider ceases,
or causes DSA to cease, providing the Information to you.
You agree
that at all times or from time to time, DSA, the Third Party Providers,
their affiliates and/or their respective employees may hold positions
in the securities referred to or mentioned in the Information,
may trade for their own account as a market maker, specialist,
odd lot dealer, block positioner, arbitrageur, or investor, or
may have some other corporate finance relationship with any of
the companies referred to or mentioned in the Information, and
consequently, that at the time of any transaction that you make,
any of such entities or employees may have a position in such
securities, which position may be partially or completely hedged.
You understand that an employee, analyst, officer or a director
of DSA, a Third Party Provider or their respective affiliates
may serve as a director for companies referred to in their Information,
and that DSA, the Third Party Provider or their respective affiliates
may from time to time perform investment banking or other services
for, or solicit investment banking or other business from, any
company referred to within the Information. You understand that
DSA, the Third Party Provider or their respective affiliates may,
to the extent permitted by law, participate or invest in financing
transactions with, perform services for or solicit business from
the issuer(s) of the securities referred to in the Information,
and/or have a position in or effect transactions in the securities
of such issuers. A Third Party Provider, DSA or their respective
affiliates may, to the extent permitted by law, act upon or use
the Information or opinions presented in the Information, or the
research or analysis on which it is based, before the Information
is published. A Third Party Provider, DSA or their respective
affiliates may have previously served as manager or co-manager
of a public offering of securities for, or currently may make
a market in issues of, any or all of the companies mentioned in
the Information.
4.
No Offer
Unless you enter into
a separate agreement to receive investment advice from a Third
Party Provider or DSA, neither the Third Party Providers nor DSA
(I) is providing investment advice or recommendations to you,
(II) represents that any Information and/or analysis contained
in the Information is suitable for you or is personalized or in
any way tailored to reflect your financial circumstances or investment
objectives, and (III) represents that any of the securities discussed
are suitable for you. Neither the Information, nor any opinion
contained on this Site constitutes and offer to sell or solicitation
of an offer to buy any securities. You agree that the Information
is being provided as a limited, non-exclusive, non-transferable,
non-sublicenseable and revocable license to receive and to use
such Information only internally in your business, which will
include the ability to make one copy for archival purposes (either
in electronic or hard copy form). You agree to not reproduce (including
by caching or framing), transmit, sell, distribute or modify the
Information in any manner without DSA's written consent.
DSA is not
registered as a broker-dealer other than in the United States.
It does not offer services outside the United States except in
cooperation with other non-United States entities. This Site is
not directed at any person in any jurisdiction where for any reason
the publication or availability of this Site is prohibited. You
must not access this Site if such prohibitions apply to you. DSA
does not represent that any of the materials on this Site, any
investment services or products that may be deemed to be available
on this Site, or anything else on this Site is appropriate for
use or permitted by local laws in all jurisdictions. You access
this Site on your own initiative, and are responsible for compliance
with applicable local laws or regulations. If you are in doubt
you should seek legal advice. None of the materials or investment
services referred to on this Site are available to persons resident
in any jurisdiction where this would be contrary to local law
or regulation.
The fact that
DSA has made the data and services provided herein available to
the user does not constitute a representation that any product
described herein is suitable or appropriate for the user. Many
of the products described herein involve significant risks and
the user should not enter into any transactions unless the user
has fully understood all such risks and has independently determined
that such transactions are appropriate for the user. Any discussion
of risks contained herein with respect to any product should not
be considered to be a disclosure of all risks or a complete discussion
of the risks which are mentioned. The user should not construe
any of the material contained herein as business, financial, investment,
hedging, trading, legal, regulatory, tax, or accounting advice,
and the user should not act on any Information in this service
without consulting its business adviser, attorney, and tax and
accounting advisers concerning any contemplated transactions.
5.
No Warranties
The following clauses exclude or limit our legal liability for
the Site. You should read them carefully. They all apply only
as far as the law permits, and in particular we do not exclude
or restrict our duties and liabilities to you where or to the
extent that this is prohibited by law or regulation. You are wholly
responsible for use of the Site by any person using your computer
and you must ensure that any such person complies with and is
aware of these Terms.
While we have
taken reasonable steps to ensure the accuracy, currency, availability,
correctness and completeness of the Content on the Site, Information
is provided on an "as is", "as available"
basis and we do not give or make any warranty or representation
of any kind, whether express or implied in respect of such Content,
or that any returns indicated will be achieved. Your use of this
Site is at your sole risk. This Site may mention certain transactions
in which DSA or its affiliates have been involved. The transactions
mentioned may not be representative of all the transactions in
which DSA and its affiliates have been involved.
We do not
represent or warrant that the Site will be available or that it
will meet your requirements, that access will be uninterrupted,
that there will be no delays, failures, errors or omissions or
loss of transmitted Information, that no viruses or other contaminating
or destructive properties will be transmitted or that no damage
will occur to your computer system. You have sole responsibility
for adequate protection and back up of data and/or equipment and
for undertaking reasonable and appropriate precautions to scan
for computer viruses or other destructive properties.
We make no
representations or warranties regarding the accuracy, functionality
or performance of any third party software that may be used in
connection with the Site.
6.
Trade Marks and Copyright
All content
on the Site ("Content") is protected by copyright, database
rights and other intellectual property, including without limitation,
trademarks, patent rights, design rights and confidential information
("Intellectual Property") owned or licensed by DSA,
its licensors, content providers, or other third parties. All
Intellectual Property in the design, layout, and screen interfaces
of the Site is owned by DSA. You acknowledge these Intellectual
Property rights by using the Site.
You may reproduce
Content or other Information from the site for your own personal
use only. The Information or Content may not otherwise be reproduced,
distributed, transmitted, modified, adapted or incorporated in
any way into any other document or other material without the
express prior permission of DSA.
You shall
not use or adapt any DSA or third party service marks, trade marks
or any similar marks which you access through the Site, nor imply
that you are connected or associated with DSA or any other third
party by use of those marks or otherwise.
7.
Internet E-mail
Messages sent over the Internet cannot be guaranteed to be completely
secure as they are subject to possible interception or loss or
possible alteration. We are not responsible for them and will
not be liable to you or anyone else for any damages or otherwise
in connection with any messages sent by you or to you over the
Internet. All communications made to this Site will be considered
non-confidential and we may use the contents in such messages
in any manner in our discretion.
8.
Governing Law
The terms are governed by and interpreted in accordance with the
laws of the State of New York without giving effect to the conflicts
of laws principles thereof. The courts of the above jurisdiction
will have exclusive jurisdiction in respect of any dispute that
may arise.
9.
Agreement to Terms
I/we
agree: (1) that I/we have read and understand the terms stated above;
(2) I/we intend to form a legally binding contract; (3) a printout of
the terms stated above will constitute a "writing" under any
applicable law or regulation; and (4) I/we agree to abide by the terms
of this Agreement.
10. Order Execution And Routing Public Discloure
To meet Daiwa Securities America Inc.'s ("DSA") obligations under the
Securities and Exchange Commission's ("SEC") new Order Execution and Routing
Disclosure Rules 605 and 606, DSA is providing the following
disclosure to all customers.
The SEC adopted two rules in November 2000 to improve public disclosure of
order execution and routing practices. Under SEC Rule 605 market centers
that trade national market system securities are required to make available
to the public monthly electronic reports that include uniform statistical
measures of execution quality.
Under SEC Rule 606 broker-dealers that route customer orders in equity
and options securities are required to make publicly available quarterly
reports that, among other things, identify the venues to which customer
orders are routed for execution.
DSA has contracted with an outside vendor, Thomson Transaction Analytics ("TTA")
to prepare statistical reports to comply with these rules. Please visit TTA's web site, rule 5:
http://www.tta.thomson.com/msi/public1_5.html, rule6: http://www.tta.thomson.com/reports/
to view the most recent disclosures. In addition, SEC rule 606 requires broker-dealers to disclose to customers, on request, the venues to which their individual orders were routed. Please contact your registered representative for more details.
Copyright © 2002 Daiwa Securities America Inc.
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