ACCESS AGREEMENT FOR GUESTS AND REPRESENTATIVES OF NATIONS FINANCIAL GROUP, INC.
This Access Agreement is between Nations Financial Group, Inc and any guests or representatives of Nations Financial Group, Inc. (“you” or “your”), and relates to certain information (“Services”) to which you will have electronic access through Nations Financial Group, Inc. World Wide Web site on the Internet (“Site”):
Guest: Any user of the Site other than a current representative of Nations Financial Group, Inc.
Representative: Any current representative of Nations Financial Group, Inc. If you are a registered representative of Nations Financial Group, Inc., this Agreement is in addition to any other agreement between you and Nations Financial Group, Inc. governing the conduct of your relationship with Nations Financial Group, Inc.
You acknowledge that the Site has been created for use by registered representatives and associated persons of Nations Financial Group, Inc. It is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security which may be referenced in the Site. Offers can only be made where lawful under applicable law. If you are a registered representative and wish to learn more about information contained on the Site, you may contact Nations Financial Group, Inc.
A guest 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.
1. SERVICES PROVIDED
Nations Financial Group, Inc. shall provide you with electronic access, through your computer or other electronic device (collectively “Computer”), to the Services, including but not limited to the provision of information (“Information”) through the Site by means of an unaffiliated Internet service provider (the “Provider”) and the ability to communicate electronically with Nations Financial Group, Inc. (“e-mail”). Nations Financial Group, Inc. may cancel or change the Services at any time upon printed or electronic notice. Your continued use of the Services following the posting or notice of any changes will constitute your acceptance of such changes. You agree not to attempt to connect to the Site, to use the Services or to view any of the information if you do not agree to the terms of this Agreement.
2. ELECTRONIC COMMUNICATION
A. The Services permit you to communicate electronically by sending an e-mail message to Nations Financial Group, Inc. You agree not to use e-mail for the transmission of customer 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 customer’s change of address, or to give Nations Financial Group, Inc. any time-sensitive customer instructions. In addition, if you are a registered representative of Nations Financial Group, Inc., you agree not to use e-mail to give Nations Financial Group, Inc. any instruction affecting your customer account(s) or any linked customer accounts, including, but not limited to, placing orders to purchase or sell a security for a customer or to transfer funds for a customer. Nations Financial Group, Inc. shall not be liable for any actions taken or any omissions to act as a result of any e-mail message you send to Nations Financial Group, Inc.
3. PROPERTY RIGHTS IN INFORMATION AND SERVICES; SUITABILITY AND COMPLIANCE WITH LAW
A. The Services and any Information provided through the Services are being provided by Nations Financial Group, Inc. 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 Services and the Information are the property of Nations Financial Group, Inc. 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 or any of the Services provided in any manner (including electronic, print or other media now known or hereafter developed) without the written consent of Nations Financial Group, Inc.. You also agree not to use the Information or Services for any unlawful purpose, and you shall comply with any request of Nations Financial Group, Inc. or any of the third party providers to protect their respective rights in the Information and Services.
C. Although the Information may include material about the investment process, Nations Financial Group, Inc. is not providing investment advice through the Site and does not represent that any such securities are suitable for any of your customers. 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 Nations Financial Group, Inc. nor any affiliated entity of Nations Financial Group, Inc. 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. Neither Nations Financial Group, Inc. 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 neither the Services nor any of the Information will be used by you or for or with your customers as tax or legal advice.
D. In the event you use the Services 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 Nations Financial Group, Inc. or to any other Internet location, you acknowledge that such other sites or locations are not under the control of Nations Financial Group, Inc.. You agree that Nations Financial Group, Inc. 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 or your customers’ use of such information, and you agree that Nations Financial Group, Inc. does not endorse such links. Nations Financial Group, Inc. provides such links only as a convenience to you and your customers, and has not tested any software or verified any information found at such sites. The fact that Nations Financial Group, Inc. has provided a link to another site does not signify an endorsement of the site or its contents by Nations Financial Group, Inc. 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 Services.
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, copyrighted 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.
4. WARRANTIES AND LIMITATION OF LIABILITY REGARDING THE SERVICES
A. THE ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS OF THE INFORMATION CANNOT BE GUARANTEED. NATIONS FINANCIAL GROUP, INC. AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT HAVE ANY RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU OR ANY OF YOUR CUSTOMERS MAY INCUR FROM ANY RELIANCE BY YOU OR ANY OF YOUR CUSTOMERS ON INFORMATION OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF, OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION OF DELIVERY OF ANY PART OF THE INFORMATION OR SERVICES, OR FOR ANY UNAUTHORIZED USE BY YOU OR ANY OF YOUR CUSTOMERS OF E-MAIL.
B. YOU AND YOUR CUSTOMERS UNDERSTAND THAT ANY QUOTATIONS PROVIDED AS PART OF THE SERVICES MAY BE DELAYED AND MAY NOT REFLECT THE PRICES AT WHICH THE QUOTED SECURITIES MAY BE BOUGHT OR SOLD. YOU AND YOUR CUSTOMERS 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 AND YOUR CUSTOMERS UNDERSTAND THAT NATIONS FINANCIAL GROUP, INC DOES NOT GUARANTEE THAT IT WILL CONTINUE TO MAKE THE INFORMATION AND SERVICES AVAILABLE TO YOU AND/OR THEM WHETHER BY THE SAME METHODS CURRENTLY USED OR OTHERWISE. YOU AND YOUR CUSTOMERS AGREE NOT TO HOLD NATIONS FINANCIAL GROUP, INC. LIABLE FOR ANY DAMAGES ARISING FROM A DISCONTINUATION OR MODIFICATION OF ALL OR PART OF THE SERVICES OR INFORMATION.
C. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NATIONS FINANCIAL GROUP, INC. 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. NATIONS FINANCIAL GROUP, INC. DOES NOT WARRANT, GUARANTY, OR MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU OR YOUR CUSTOMERS REGARDING (i) THE USE OR THE RESULTS OF THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL RESULTS BASED ON USE OF THE SERVICES OR INFORMATION OR ANY DELAY OR LOSS OF USE OF THE SERVICES, OR (ii) SYSTEM PERFORMANCE AND EFFECTS ON OR DAMAGES TO SOFTWARE AND HARDWARE IN CONNECTION WITH ANY USE OF THE SITE, SERVICES, OR INFORMATION.
D. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, NATIONS FINANCIAL GROUP, INC. SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION, THROUGH THE SERVICES OR 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 OPERATION OF THE SERVICES OR ANY OF YOUR OR YOUR CUSTOMERS’ SOFTWARE, HARDWARE, DATA OR PROPERTY.
E. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, NATIONS FINANCIAL GROUP, INC. MAKES NO REPRESENTATION AND ASSUMES NO LIABILITY REGARDING THE QUALITY, SAFETY, ACCURACY, OR SUITABLITY OF ANY INFORMATION OR SOFTWARE FOUND ON ANY OTHER SITE NOT UNDER NATIONS FINANCIAL GROUP, INC.’ CONTROL.
F. NATIONS FINANCIAL GROUP, INC. AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU OR YOUR CUSTOMERS RELATED IN ANY WAY TO YOUR OR THEIR USE OF THE SERVICES AND INFORMATION. EXCEPT AS OTHERWISE PROVIDED BY LAW, NATIONS FINANCIAL GROUP, INC. SHALL HAVE NO LIABILITY FOR LOSSES CAUSED BY THE NEGLIGENT ACTIONS OR FAILURE TO ACT OF THE PROVIDER OR ANY THIRD PARTY PROVIDER, AND TO THE EXTENT PERMITTED BY LAW, NEITHER NATIONS FINANCIAL GROUP, INC. NOR THE PROVIDER OR ANY THIRD PARTY PROVIDER SHALL BE LIABLE TO YOU OR YOUR CUSTOMERS 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 NATIONS FINANCIAL GROUP, INC. OR ANY OTHER SUCH ENTITY DOES NOT HAVE CONTROL, INCLUDING, BUT NOT LIMTED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY OR TELECOMMUNICATIONS SYSTEMS, SEVERE WEATHER, OR OTHER CAUSES COMMONLY KNOWN AS “ACTS OF GOD”.
5. YOUR REPRESENTATIONS AND WARRANTIES
You represent that you are (a) a registered representative, and, if so, that you will allow access to this site only to representatives or associates of your branch; or (b) a registered representative of a registered broker-dealer that is considering entering into an arrangement with Nations Financial Group, Inc.
Nations Financial Group, Inc. shall use reasonable precautions to maintain the confidentiality of the information you have provided to Nations Financial Group, Inc. and information you have created, input or developed in connection with your use of the Services, but because such information can be accessed through the Internet, you hereby acknowledge and agree that there can be no assurance that the information, any Information provided to you through the Services, or any communication through E-mail will remain secure. In addition, Nations Financial Group, Inc. may disclose such information to its employees, representatives, officers, agents, and affiliates, as well as a governmental entity, the Provider or any other third party agent or service provider (a) for any purpose related to the conduct of Nations Financial Group, Inc.’ business or to the offering, providing or maintaining of the Services, (b) to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency 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 Iowa without giving effect to principles of conflicts or choice 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. You agree that any action to enforce this Agreement shall be brought in the federal courts located in Cedar Rapids, Iowa.
Either you or Nations Financial Group, Inc. may terminate this Agreement and your access to the Services at any time for any or no reason. Nations Financial Group, Inc. may discontinue or change the Information or the Services, or their availability to you, at any time. Any violation or breach by you of any of the terms of this Agreement will be cause for Nations Financial Group, Inc. to terminate your access to the Services without notice. Paragraphs 4, 6, and 11 shall survive the termination of this Agreement.
The resale and/or any commercial redistribution of the Services or Information are not permitted. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of Nations Financial Group, Inc. and shall inure to the benefit of Nations Financial Group, Inc.’ successors and assigns whether by merger, consolidation or otherwise. Nations Financial Group, Inc. may assign this Agreement or any of its rights or obligations under this Agreement to a company affiliated with, or to a successor to or assignee of, Nations Financial Group, Inc. or to any other third party.
A. This Agreement represents the complete and exclusive statement of the agreement and understanding between you and Nations Financial Group, Inc. regarding your rights to access and use the Services and 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 Nations Financial Group, Inc. unless the same is in writing and signed by an authorized official of Nations Financial Group, Inc.. Nations Financial Group, Inc. may modify these terms and conditions at any time upon written notice or electronic posting to the Site. Nations Financial Group, Inc. 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 Services after such notification of changes in the Agreement, you will be bound by 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, Services 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. Nations Financial Group, Inc.’ failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on the part of Nations Financial Group, Inc. to exercise any power or right given to Nations Financial Group, Inc. in this Agreement, or a continued course of such conduct on the part of Nations Financial Group, Inc., 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 provided to Nations Financial Group, Inc. in this Agreement are cumulative and not exclusive of any other rights or remedies which Nations Financial Group, Inc. otherwise has at law or in equity.
As a condition of your use of the Site, you hereby indemnify and hold harmless Nations Financial Group, Inc. (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 Services or Information (i) in violation of this Agreement, (ii) in violation of any rights of Nations Financial Group, Inc., 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.
(a) BY ACCESSING THIS SITE, I AGREE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS; AND
(b) I ACKNOWLEDGE THAT I HAVE READ AND RECEIVED ELECTRONICALLY A COPY OF THIS AGREEMENT.