Note: Paragraphs Two (2) and 5(d) do not apply to Guests (as defined below).
This Access Agreement is between Cary Street Partners (“Luxon Financial LLC”) and the following categories of persons (“you” or “your”) and relates to certain electronic services and information (“Services”) to which you will have electronic access depending upon your user category through Cary Street Partners Website on the Internet (“Site”):
- Guests: Users in this category will be provided with limited samples of Services offered on the Site but need not register to obtain access to the Site.
- Registered Client: This category of user will be provided electronic access to all of the Services provided by Cary Street Partners on the Site as long as they remain a client of Cary Street Partners. Registration on the Site is required. Registered Clients will have the ability to communicate electronically with their Financial Consultant.
If you are a Cary Street Partners client, this Agreement is in addition to, and does not nullify, any other agreement between you and Cary Street Partners governing the conduct of your relationship with Cary Street Partners. However, in the event that you enter into a Cary Street Partners Access Client Service Agreement (“Access Agreement”) with Cary Street Partners, such Access Agreement will supersede this Agreement.
You acknowledge that the Site 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 wish to learn more about information contained on the Site, you may contact a Cary Street Partners Financial Consultant.
To become a Registered Client or a Guest you must indicate that you agree to be bound by all of the terms of this Agreement by clicking the “I Accept” button at the end of this Agreement. Until you click on the “I Accept” button below, you have no right to access any restricted area on the Site. A Guest will be deemed to accept the terms and conditions of this Agreement by using the Site.
1) SERVICES PROVIDED
Cary Street Partners, through Wells Fargo Clearing Services, LLC, 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 Cary Street Partners (“E-mail”), as enumerated above depending upon which category of User you are. Cary Street Partners may cancel or change the Services or registration instructions 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) USER CODES
As part of your registration process you will select a User Name (“Name”) and password (“Password”). (The Name and Password are hereafter referred to as “User Codes”). The User Codes are for your personal use only. You are responsible for the confidentiality of the User Codes, and agree not to provide them to any third party. You are responsible for all statements made and acts or omissions that occur while your User Codes are being used. Cary Street Partners is not responsible for any breach of security caused by your failure to maintain the confidentiality of your User Codes. You agree to notify Cary Street Partners immediately in the event of loss or theft of any or all of your User Codes, or if you believe the confidentiality of any or all of your User Codes have been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Services. Cary Street Partners reserves the right to revoke your User Codes at any time without prior notice.
3) ELECTRONIC RECORDING
In connection with your use of the Services, you acknowledge and consent to the taping or any form of electronic recording of any communication, electronic or otherwise, between you and Cary Street Partners or its representatives or agents. You acknowledge and consent to the recording, retention and use by Cary Street Partners (and its employees, representatives and agents) of all information and data that you input during your use of the Services, including without limitation, all selections and uses of calculators and other tools included therein.
4) ELECTRONIC COMMUNICATION
- a) The Services permit you to communicate electronically by sending an E-mail message to Cary Street Partners. You agree not to use E-mail for the transmission of 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 change of address, or to give Cary Street Partners any time-sensitive instructions. In addition, if you are a Cary Street Partners client who has registered on the Site, you agree not to use E-mail to give Cary Street Partners any instruction affecting your account(s) or any linked accounts, including, but not limited to, placing orders to purchase or sell a security or to transfer funds. Cary Street Partners shall not be liable for any actions taken or any omissions to act as a result of any E-mail message you send to Cary Street Partners.
- b) Guests and Registered Clients will provide Cary Street Partners with their E-mail address as part of the registration process. Although the Services currently do not allow Cary Street Partners Financial Consultants to send you an E-mail message, Cary Street Partners may modify the Services to include E-mail messages sent by a Cary Street Partners Financial Consultant to you or by your Financial Consultant if you are a Cary Street Partners client. In the event that Cary Street Partners modifies the Services to include E-mail capability from Cary Street Partners to you, Cary Street Partners shall not be liable for any actions or for any omissions to act on your part as a result of any E-mail message Cary Street Partners sends to you. You may not use an E-mail message from your Cary Street Partners Financial Consultant as the basis for the purchase or sale of any security.
5) 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 Cary Street Partners 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 Cary Street Partners or its licensors and are protected by applicable copyright, patent, trademark or other intellectual property law. 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 Cary Street Partners. You also agree not to use the Information or Services for any unlawful purpose, and you shall comply with any request of Cary Street Partners or any of the third party providers to protect their respective rights in the Information and Services.
- c) Although the Information includes material about the investment process generally as well as research commentary relating to specific securities, Cary Street Partners is not providing investment advice through the Site and does not represent that any such securities are suitable for you. In addition, you agree to make your own independent evaluation of the investment merits and suitability for you of any such securities. Such Information shall not be deemed to be a solicitation of a transaction by Cary Street Partners or any third party provider. The Information contained on the Site reflects the authors’ analysis as of the published date. The accuracy, completeness or timeliness of such Information cannot be guaranteed and is subject to change. Further, the price for any security contained in any section of the Site may differ from the price for that security contained on any other section of the Site. Neither Cary Street Partners 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 as tax or legal advice.
- d) With respect to a Cary Street Partners client registered on the Site, unless we otherwise notify you in writing, any Information provided through the Services shall not be deemed to supersede or replace monthly or quarterly statements of money or securities positions required to be transmitted by Cary Street Partners to you.
- e) In the event you use the Services or the links included on the Site to gain access to a World Wide Web site or Internet location or source of information of any company, organization or person other than Cary Street Partners, or to any other Internet location, you acknowledge that such other sites or locations are not under the control of Cary Street Partners and agree that Cary Street Partners shall not be responsible for any information or other links found at any such World Wide Web site or Internet location or source of information, or for your use of such information. Cary Street Partners provides such links only as a convenience to you, and has not tested any software or verified any information found at such sites. The fact that Cary Street Partners has provided a link to another site does not signify an endorsement of the site or its contents by Cary Street Partners. 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.
- f) 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 results in an invasion of privacy.
6) WARRANTIES AND LIMITATION OF LIABILITY REGARDING THE SERVICES
- a) THE ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS OF THE INFORMATION CANNOT BE GUARANTEED. CARY STREET PARTNERS AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT HAVE ANY RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU MAY INCUR FOR ANY RELIANCE BY YOU ON INFORMATION OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF, OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY PART OF THE INFORMATION OR SERVICES, OR FOR ANY UNAUTHORIZED USE BY YOU OF E-MAIL.
- b) YOU 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 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 UNDERSTAND THAT CARY STREET PARTNERS DOES NOT GUARANTEE THAT IT WILL CONTINUE TO MAKE THE INFORMATION AND SERVICES AVAILABLE TO YOU, WHETHER BY THE SAME METHODS CURRENTLY USED OR OTHERWISE. YOU AGREE NOT TO HOLD CARY STREET PARTNERS 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, CARY STREET PARTNERS 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. CARY STREET PARTNERS DOES NOT WARRANTY, GUARANTY, OR MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU 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, AND INFORMATION.
- d) IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, CARY STREET PARTNERS 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 SOFTWARE, HARDWARE, DATA OR PROPERTY.
- e) IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, CARY STREET PARTNERS MAKES NO REPRESENTATION AND ASSUMES NO LIABILITY REGARDING THE QUALITY, SAFETY, ACCURACY, OR SUITABILITY OF ANY INFORMATION OR SOFTWARE FOUND ON ANY OTHER SITE NOT UNDER CARY STREET PARTNERS’S CONTROL.
- f) CARY STREET PARTNERS AND ITS AFFILIATES, AGENTS AND LICENSORS (INCLUDING WITHOUT LIMITATION IDD ENTERPRISES, L.P.) SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU RELATED IN ANY WAY TO YOUR USE OF THE SERVICES AND INFORMATION. EXCEPT AS OTHERWISE PROVIDED BY LAW, CARY STREET PARTNERS SHALL HAVE NO LIABILITY FOR LOSSES CAUSED BY THE NEGLIGENCE, ACTIONS OR FAILURE TO ACT OF THE PROVIDER OR ANY THIRD PARTY PROVIDER, AND TO THE EXTENT PERMITTED BY LAW, NEITHER CARY STREET PARTNERS NOR THE PROVIDER OR ANY THIRD PARTY PROVIDER SHALL BE LIABLE TO YOU 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 CARY STREET PARTNERS OR ANY OTHER SUCH ENTITY DOES NOT HAVE CONTROL, INCLUDING BUT NOT LIMITED TO FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY SYSTEMS, SEVERE WEATHER, OR OTHER CAUSES COMMONLY KNOWN AS “ACTS OF GOD”.
7) YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that you are of the age of majority. If you are a Registered Client or a Guest you hereby represent and warrant that all the information provided by you during the registration process is accurate and complete.
Cary Street Partners shall use reasonable precautions to maintain the confidentiality of the information you have provided to Cary Street Partners 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, Cary Street Partners 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 Cary Street Partners’ 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.
9) 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 Commonwealth of Virginia without giving effect to principles of conflicts of law. The statute of limitation applicable to any claim shall be that which would be applied by the courts of the state in which you reside.
Either you or Cary Street Partners may terminate this Agreement and your access to the Services at any time. Cary Street Partners 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 Cary Street Partners to terminate your access to the Services without notice. Paragraphs 6, 8, and 13 shall survive termination of this Agreement.
Resale and/or any commercial redistribution of the Services or Information, is not permitted. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of Cary Street Partners and shall inure to the benefit of Cary Street Partners’ successors and assigns whether by merger, consolidation or otherwise. Cary Street Partners may assign this Agreement or any of its rights or obligations under this Agreement to a company affiliated with, or a successor to or assignee of, Cary Street Partners, or to any other third party.
- a) This Agreement represents the complete and exclusive statement of the agreement and understanding between you and Cary Street Partners 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 Cary Street Partners unless the same is in writing and signed by an authorized official of Cary Street Partners. Cary Street Partners may modify these terms and conditions at any time upon written notice or posting to the Site. 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) Cary Street Partners failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on Cary Street Partners part to exercise any power or right given to Cary Street Partners in this Agreement, or a continued course of such conduct on Cary Street Partners part 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 given to Cary Street Partners in this Agreement are cumulative and not exclusive of any other rights or remedies which Cary Street Partners otherwise has at law or equity.
You hereby indemnify and hold harmless Cary Street Partners (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 Cary Street Partners, 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, or (iv) your failure to maintain the security of your User Codes as applicable in accordance with this Agreement. This indemnification shall be binding upon you and your executors, heirs, successors and assigns.
I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
I acknowledge that I have read and received electronically a copy of this Agreement.