This Online Services Agreement ("Agreement") governs your use of JH Darbie & Co., Inc. (collectively, the "Service"), which include Internet order entry and access to real-time quotes and financial market information. This Agreement is a supplement to JH Darbie & Co.'s Customer Agreement, which applies to all transactions in your account, whether conducted through a licensed broker or through the Service. If there are any inconsistencies between this Agreement and the Customer Agreement, as they relate to the provision of online services, this Agreement controls.
1. Online Services. You shall use JH Darbie & Co.'s online services and any enhancements or additions thereto, only in accordance with this Agreement and pursuant to such rules or regulations as JH Darbie may from time to time adopt for conduct at its Website and e-mail systems. You alone are authorized by this Agreement to use the Service and you shall be responsible for the confidentiality and use of your access number, account number, password and personal identification number (collectively, "Access Code"). You shall pay for and be solely responsible for all orders placed through the Service using your Access Code, and JH Darbie shall have no responsibility to determine whether unauthorized persons have entered orders by use of your Access Code.
2. Acknowledgment of Trades. You agree to notify JH Darbie immediately if (a) an order has been placed through the Service and you have not received an order number or accurate acknowledgment of its receipt or execution; (b) you have received acknowledgment for confirmation of an execution which you did not place; or (c) you become aware of any theft, loss or unauthorized use of your Access Code. If you fail to notify JH Darbie immediately when any of the above events occur, neither JH Darbie nor any of its officers, employees, agents or affiliates can or will have any liability to you or to a person claiming through you for any claims or damages in connection with the handling, placement, execution or failure to execute any order.
3. Financial Market Information. The Service provides you with access to market quotes, news reports, research related to securities, industries and issuers, financial information and data independently obtained from third parties. While JH Darbie believes this information to be reliable, it does not guarantee or represent the accuracy, completeness, timeliness or correct sequencing of such information, nor does it endorse or recommend the providers of such information, their recommendations, research or forecasts concerning the market or particular securities. There may be delays, interruptions, errors or inaccuracies in the transmission of such information for which JH Darbie takes no responsibility. You further understand that providers of such information may have a proprietary interest in the data and information disseminated through the Service and you agree not to reproduce, retransmit, disseminate, sell, publish, broadcast, circulate or commercially exploit such information in any medium, nor to use such information for any unlawful purpose and that you will abide by any notices, rules or regulations prescribed or issued by the providers.
4. Advice. You agree that all orders placed through the Service are deemed by you to be unsolicited by any JH Darbie broker or employee and that the financial and market information furnished through the Service, or the securities or mutual funds displayed thereby, are not intended to make recommendations or give any investment, legal, accounting or tax advice, or advice regarding the suitability or profitability of any security or investment. In this regard, you assume full responsibility for transactions in your account and for your investment decisions by use of the Service.
5. Available Funds. To process orders through the Service, JH Darbie requires that your account contain available funds (i.e. money market funds, free credit balances, settlement receivables net of funds to pay for open orders and uncleared deposits) or deliverable stock certificates on or prior to trade date to cover, as the case may be, purchases, "short" sales or sales of securities you own. If JH Darbie inadvertently accepts an order without available funds or securities, such order is subject to cancellation or liquidation, and you agree to transmit funds promptly by wire, check or money order to assure full payment prior to settlement date. If payment is not received by settlement date, JH Darbie may without notification apply or liquidate any property in your account to satisfy your obligations and you will be responsible for any resulting losses therefrom, in accordance with the Customer Agreement. You further understand that JH Darbie must be able to borrow any securities you sell "short" and that you are subject to a "buy-in" if JH Darbie is subsequently unable to borrow the security you have sold "short".
6. Transaction Charges. You agree to pay all commissions, fees or charges by JH Darbie for use of the Service and for transactions conducted through the Service and agree that such fees may be adjusted without notice. You understand that commissions charged, respectively, for Internet orders apply solely to orders placed through the Service without the assistance of a broker. All broker assisted orders receive JH Darbie standard published rates, whether initiated through a broker or because of delays, interruptions or telephone or interconnect problems with the Service. If you enter an order either through a broker or the Service, and then change (for any reason) to another method, you will be charged the commission rate which applies to the last method of entry used. Accordingly, you may pay a greater commission if you switch from use of the Service to a broker-assisted method.
7. Termination of Online Services. JH Darbie reserves the right to terminate your access to the Service or any portion of it, in its sole discretion, without prior notice, for any reason, including without limitation breach of this Agreement or the Customer Agreement, unauthorized use of your Access Code or the cessation or termination of agreements between JH Darbie and third party providers of financial and market information. Further, and without any recourse against JH Darbie, if there is a trading restriction or other limitation on your account, you will not be able to use the online order entry function of the Service.
8. E-mail Communications. The Service provides you with the capability to send e-mail messages directly to JH Darbie. You agree that (a) e-mail is not the proper facility to place orders through the Service and that JH Darbie will not act upon any orders transmitted through e-mail; (b) JH Darbie is entitled to review and retain your e-mail messages for quality of service, security or compliance purposes; (c) you will not use e-mail for any purpose which is abusive, harassing, libelous, defamatory, obscene or threatening; and (d) you will not use the Service to solicit JH Darbie customers or others for any purpose.
9. Modification and Governing Law. This Agreement may be modified only in a writing accepted by or acceptable to JH Darbie; provided if JH Darbie sends you written notice, by e-mail or otherwise, of a modification, your use of the Service after receiving such notice will indicate your acceptance of the modification. The interpretation and performance of this Agreement shall be governed by the laws of the State of Colorado, as applied to agreements entered into and completely performed in Colorado, excluding application of the United Nations Convention On Contracts For The Sale of Goods.
10. Limitation of Liability. JH Darbie shall not be liable for any damages, including but not limited to losses, damages or expenses (i.e. trading losses, loss of profits, or direct, incidental or consequential damages) arising from delay, interruption, inaccuracy or denial of access to you or to the Service, or any portion thereof, caused by failure, disruption of communications or malfunction of any kind, including telephone, electronic, Internet, or any other method of data or voice transmission.
I UNDERSTAND THAT JH Darbie AUTOMATED INTERNET SYSTEMS ARE PROVIDED ON A "BEST EFFORTS" AND "AS IS" BASIS, AND THAT NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR OTHER REPRESENTATION OR GUARANTEE, IS MADE WITH RESPECT TO THE SERVICE OR FACILITIES USED TO SUPPORT THE SERVICE.
Return to customer login.
