This User Agreement, as amended and restated below, shall be the "User Agreement" governing your use of the Web Site located at the URL clientview.netxselect.com (the "Site"). Please read this User Agreement carefully before you continue to use the Site. By continuing to use the Site you indicate that you understand, accept and agree to comply with every term and condition of this User Agreement. This User Agreement is a binding agreement between you and Credit Suisse Securities (USA) LLC ( "CSSU or "we"), and supercedes any User Agreement previously in effect with respect to this Site. It governs your access and use of the Site, which includes any information, data, tools, products, services and other content available on or through the Site (together, "Content").
By clicking "I AGREE" at the end of this User Agreement, you are agreeing that you have read, understand and accept the terms and conditions contained herein, will abide by this User Agreement in its then current form and are legally bound by this User Agreement.
1. CSSU is a registered broker-dealer and investment advisor.
- CSSU is a registered as a broker-dealer and an investment advisor with the Securities and Exchange Commission (SEC). It is also a member of the National Association of Securities Dealers (NASD), the New York Stock Exchange, Inc., and the Securities Investor Protection Corporation (SIPC).
2. We grant you a limited right to use the Site; and, strictly in accordance with the terms set forth below, you may grant your Interested Persons access to the Limited Access Content, as such terms are defined below.
- You may use the Site only for your personal use, and you may provide access to certain content on the site, defined below as the "Limited Access Content" to your Interested Persons only for your personal benefit, within the limitations set forth below, and only in accordance with this User Agreement and all applicable customer agreements and other agreements between you and CSSU.
- Your right to use the Site and to provide access to the Limited Access Content to your Interested Persons is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site.
- At any time and for any reason we may revoke your right to use the Site or any portion of the Site or any of your Interested Persons' access to the Limited Access Content on this Site.
- You may not transfer your right to use the Site, except that you may provide access to the Limited Access Content to your Interested Persons, strictly in accordance with the terms of this User Agreement.
- You may not violate or attempt to violate the security of the Site and you are solely responsible for ensuring that your Interested Persons do not violate or attempt to violate the security of the Site and you are solely liable for any violations of the Site by you or any Interested Persons.
- "Interested Persons" shall mean any of your financial, legal or tax advisors or others with whom you share investment decisions, who you have engaged to provide services or advice to you in connection with your use of the Site.
- "Limited Access Content" shall mean all of the User's account information, including positions and prices as of the prior business day, market values, cash and margin detail, history years, cash flow data, statements (e.g., trade confirms, 1099s), account profile information, tax lots, realized and unrealized gain and loss, planning & investments, forms, user information, and site map, all always exclusive of market data.
- You must provide to us the name and relationship to you of each Interested Person you intend to have access to the Limited Access Content. Such Interested Person will be granted a separate password for access to the Limited Access Content on the Site solely for your personal benefit and upon first entering the Site. Each Interested Person shall be required to enter into the User Agreement Interested Person Addendum available through this link clientview.netxselect.com
- You are solely responsible for ensuring that your Interested Persons comply with the terms of this User Agreement and that they access only the Limited Access Content through use of their own password and not through your password. You must inform your Interested Persons that we will monitor their use of the Site.
3. Some Content is owned by third parties and affiliates of CSSU; the rest of the Site is owned by CSSU.
- The Site is protected by copyrights, trademarks, service marks and by other intellectual property and proprietary rights that are owned by CSSU, its affiliates and third parties.
- Some Content is provided by affiliates of CSSU and third parties, including the following:
- Reuters S.A.
- Each affiliate and third party provider of Content maintains all copyrights, patents, database rights, trademarks, service marks and any other intellectual property and proprietary rights that it may have in any Content.
- You may not decompile, decompose, reverse engineer, disassemble or otherwise reduce all or any portion of the Site to a form recognizable by humans.
- You may not modify, adapt, translate, rent, sublicense, assign, loan, resell for profit or distribute all or any portion of the Site.
- You may not publish, broadcast, retransmit, reproduce, commercially exploit, create any derivative of or otherwise disseminate all or any portion of the Site except as explicitly permitted in this User Agreement.
- You may print copies of any accessible portion or portions of the Site only for your own personal use. You may discuss information that you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions, and you may provide access to the Limited Access Content to your Interested Persons strictly in accordance with the terms of this User Agreement and the User Agreement Interested Person Addendum.
- You may not, and you are solely responsible for ensuring that your Interested Persons do not, remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.
- CSSU, Credit Suisse Securities, Credit Suisse Securities (USA) LLC, Credit Suisse, clientview.netxselect.com and other names and indicia of CSSU's products and/or services are trademarks and service marks or registered trademarks and service marks exclusively owned by CSSU or its affiliates. Other product and company names appearing on the Site may be trademarks of their respective owners.
4. We make no guarantees, promises or assurances regarding the Site or any Content.
- We provide no determination of suitability regarding any investment you make based on the Content.
- We provide no assurance or guarantee regarding the performance of any investment you make based on the Content. We do not assure you that the Site will lead to profitable investments. You may lose money if you make investments based on the Content.
- You alone are responsible for your use of the Site and the Content.
- You alone are responsible for any action you take or decision you make based on the Site and/or the Content.
5. There are various risks you assume in using the Site.
- There are many market, currency, economic, political, business, technological and other risks that are beyond our control.
- The Site may not meet your specific needs.
- Some Content requires you to input data, and may not function effectively if you input inaccurate data. Information generated by the Content may vary based on the data that you input.
- We make reasonable efforts to provide accurate Content on the Site. However, some Content and some of the assumptions, formulas, algorithms and other data that impact the Content may be inaccurate, outdated or otherwise inappropriate.
- Some Content and some of the data used in the Content come from third parties. We believe that these third parties are reliable but we are not responsible for any third party information.
- We make reasonable efforts to provide up-to-date Content, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate.
- We may change any portion of the Site at any time without notice to you.
- CSSU IS NOT LIABLE FOR ANY DAMAGE OR INJURY CAUSED BY THESE OR OTHER RISKS.
6. We are not liable for any technological problems and any impact that they may have.
- All or any portion of the Site may not be available and may not function properly at any time.
- We make reasonable efforts to avoid technological problems, but at any time the Site may have and may transmit or otherwise cause technical problems such as viruses, trojan horses, worms, time bombs and other damaging computer programming routines or engines.
- We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications.
- We make reasonable efforts to ensure that the Site is secure but we cannot guarantee the security of the Site.
- We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
7. You have various responsibilities when using the Site.
- You are responsible to the extent you make investment decisions based on the Content.
- You should evaluate the data that you input into any Content. Any information generated by the Content is not an endorsement of any of the data that you input.
- You should periodically review any data that you input for use in any Content so that it reflects your current financial situation and your current investment needs and objectives.
- You represent and warrant that:
- You have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;
- You have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and
- You will not delete any Content on the Site.
- You will comply with all applicable laws rules and regulations.
- YOU AGREE THAT WE ARE NOT LIABLE FOR ANY ACTION YOU TAKE OR ANY DECISION YOU MAKE IN RELIANCE ON ANY CONTENT.
8. If we provide you with a password, you must keep it confidential.
- You will receive a password to access certain restricted areas of the Site, to enter transactions and to review account information.
- You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party, including your Interested Persons who may only access the Limited Access Content by signing on with the password that we issue to them on your instructions.
- You accept full responsibility for any use of your password, including any order placed for your account through the Site.
- You must notify CSSU immediately of any actual or suspected loss, theft or unauthorized use of your password and any password provided to your Interested Persons, or of your account.
- We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password or any password provided to your Interested Persons. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.
9. We are not responsible for information on any third party web site that is accessible from or is connected by hyperlink to the Site.
- If you access any third party web site through the Site or otherwise, you do so at your own risk.
- Hyperlinks to or from the Site do not constitute third party endorsement, sponsorship or affiliation of, with or by us.
10. We respect your privacy.
11. We have the right to monitor and record activity on the Site and respond as we deem appropriate.
- We may monitor and record activity on the Site for any reason or for no reason.
- We may investigate any complaint or reported violation of our policies.
- We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.
- We may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate.
12. Nothing on the Site is a recommendation that you purchase, sell or hold any security, or (unless explicitly stated) is an offer or a solicitation of an offer to purchase or sell any security.
- All Content is for informational purposes only.
- Nothing on the Site is an offer to buy or sell securities unless an offer is explicitly made through the availability of a prospectus or other official offering document.
- Nothing on the Site solicits an offer to buy or sell securities unless done through the availability of a prospectus or other official offering document.
- Nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.
13. We do not give individualized investment recommendations or accounting, tax or legal advice on or through the Site.
- Nothing on the Site is intended to be, and you should not consider anything on the Site to be, an individualized investment recommendation or accounting, tax or legal advice.
- Although the Site includes information regarding specific securities and investment-related information, including historic performance data and information regarding the investment process generally, you should not consider anything you find on the Site to be a recommendation that you buy, sell, hold or otherwise invest in an individual security, investment or investment style.
- We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable.
- CSSU does not provide accounting, tax or legal advice and our employees are not authorized to give such advice. You should consult with your own advisors, accountants or attorneys regarding your individual circumstances and needs.
- THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE.
14. We may have conflicts of interest with respect to any securities mentioned on the Site.
- CSSU, its affiliates, and/or their officers and employees may acquire, hold or sell a position in any securities mentioned on the Site, or have a corporate finance or advisory relationship with any companies mentioned on the Site.
- CSSU and its affiliates may act as principals for their own accounts or as agents for both the buyer and seller in connection with the purchase or sale of any securities mentioned on the Site.
- CSSU and its affiliates, acting as investment advisors for accounts that they manage, may acquire, hold and sell any of the securities mentioned on the Site.
- CSSU may receive compensation for directing order flow it receives in certain securities to another broker-dealer for execution.
- Any opinion expressed on the Site may differ from opinions expressed by affiliates of CSSU.
15. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND THE CONTENT THAT THE LAW ALLOWS US TO DISCLAIM.
- THE SITE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE."
- WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE AND THE CONTENT INCLUDING WARRANTIES OF
- FITNESS FOR A PARTICULAR PURPOSE, AND
- NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
- WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR THE CONTENT.
16. OUR LIABILITY WITH RESPECT TO THE SITE AND THE CONTENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE CONTENT, THE INABILITY TO USE THE SITE OR THE CONTENT OR ANY CONTENT PURCHASED, OBTAINED OR STORED ON OR FROM THE SITE OR TRANSACTIONS ENTERED INTO THROUGH THE SITE.
- OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU DO HAVE FAILS OF ITS ESSENTIAL PURPOSE.
- UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF CSSU, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE AND THE CONTENT IS $100.
- THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
- THE TERMS OF THIS USER AGREEMENT ARE NOT INTENDED TO CONFLICT WITH OR SUPERCEDE THOSE OF THE BROKERAGE AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND CSSU (OR ANY OF ITS AFFILIATES) PURSUANT TO WHICH WE PROVIDE BROKERAGE, INVESTMENT ADVISORY OR OTHER SERVICES TO YOU. THIS USER AGREEMENT SHALL RUN CONCURRENTLY WITH ANY SUCH OTHER AGREEMENTS WITH RESPECT TO THE SUBJECT MATTER CONTAINED IN EACH.
17. You will be responsible for any liability we have that arises out of your breach of this User Agreement or your use of the Site.
- You agree to indemnify, defend and hold harmless CSSU and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to
- your use and use by any of your Interested Persons of the Site,
- your breach or any breach by any of your Interested Persons of this User Agreement or the User Agreement Interested Person Addendum, or any representation, warranty or covenant made by you in this User Agreement, or by any Interested Person in the User Agreement Interested Person Addendum,
- your violation or violation by any of your Interested Persons of any applicable law, statute, ordinance, regulation or of any third party's rights.
- CSSU and its affiliates have the right but not the obligation to participate in any defense or settlement. If CSSU or one or more of its affiliates chooses to participate, each party must pay for its own attorneys' fees. This obligation survives the termination of this User Agreement.
18. This User Agreement is Governed by the Substantive Provisions of New York State Law.
- This User Agreement will be deemed to have been made in the State of New York.
- This User Agreement will be governed by, construed, and enforced in accordance with the laws of the State of New York without giving effect to conflicts of law principles that would result in the application of any other laws.
19. YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND CSSU AND/OR ANY OF OUR RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND EMPLOYEES.
- THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING THE AGREEMENT THE PARTIES AGREE AS FOLLOWS:
- ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.
- ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.
- THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS, AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.
- THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD, UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
- THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.
- THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.
ANY CONTROVERSY BETWEEN YOU AND US SHALL BE SUBMITTED TO ARBITRATION BEFORE THE NEW YORK STOCK EXCHANGE, INC., ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE), OR NASD.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL; (I) THE CLASS CERTIFICATION IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
20. You will be bound by revised versions of this User Agreement that we post on the Site or send to you.
- We may modify the terms of this User Agreement or any of the policies or guidelines governing the Site, at any time and in our sole discretion.
- We will post the modified User Agreement on the Site. We may also provide written notice to you through electronic or postal mail.
- The modifications will be effective immediately upon posting unless we indicate otherwise.
- Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.
21. You are bound by certain other general conditions.
- We may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement except to the extent you are permitted to assign your customer or other agreements with CSSU. Any purported assignment of this User Agreement in violation of its terms is void.
- If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of the User Agreement shall remain in full force and effect.
- PLEASE NOTE THAT THIS USER AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION AGREEMENT, WHICH IS SET FORTH IN SECTION 19 ABOVE.
- THE ABOVE DISCLOSURES SHOULD BE CAREFULLY READ, UNDERSTOOD AND ACCEPTED BY YOU BEFORE YOU SIGN THIS USER AGREEMENT.
- PLEASE CLICK "I AGREE" BELOW TO SIGN THIS USER AGREEMENT AND THEREBY LEGALLY BIND YOURSELF TO THE TERMS AND CONDITIONS CONTAINED HEREIN.