531460 (0411)
TD Waterhouse Discount Brokerage
U.S. Market Data Subscriber Agreements
For accounts with access to the thinkorswim trading platforms
Indicate your acceptance of the Terms & Conditions by completing all required areas for each of the five exchange agreements as
indicated below. Once completed, please return all
pages (pp. 1-16) with your New Account Application Form.
1. NEW YORK STOCK EXCHANGE (NYSE) 2
PAGE 3, SECTION 11: PERSONAL AND EMPLOYMENT DATA
T
PAGE 3, SECTION 11: ACCEPTED AND AGREED CHECKBOX T
PAGE 3, SECTION 12: CERTIFICATION CHECKBOX T
PAGE 4: PRINTED NAME AND SIGNATURE OF APPLICANT AND
CO-APPLICANT(S) WITH THE SIGNATURE DATE
T
2. NASDAQ STOCK MARKET (NASDAQ) 4
PAGE 9: CERTIFCATION CHECKBOX
T
PAGE 9: PRINTED NAME AND SIGNATURE OF APPLICANT AND
CO-APPLICANT(S) WITH THE SIGNATURE DATE
T
3. AMERICAN STOCK EXCHANGE (AMEX) 10
PAGE 11, SECTION 11: PERSONAL AND EMPLOYMENT DATA
T
PAGE 11, SECTION 11: ACCEPTED AND AGREED CHECKBOX T
PAGE 11, SECTION 12: CERTIFICATION CHECKBOX T
PAGE 11, SECTION 12: PRINTED NAME AND SIGNATURE OF APPLICANT AND
CO-APPLICANT(S) WITH THE SIGNATURE DATE
T
4. OPTIONS PRICE REPORTING AUTHORITY (OPRA) 12
PAGE 12, SECTION 1: FULL NAME AND ADDRESS
T
PAGE 13: CERTIFICATION CHECKBOX T
PAGE 14: PRINTED NAME AND SIGNATURE OF APPLICANT AND
CO-APPLICANT(S) WITH THE SIGNATURE DATE
T
5. CME GROUP (CME) 14
PAGE 14: SUBSCRIBER INFORMATION
T
PAGE 17: PRINTED NAME AND SIGNATURE OF APPLICANT AND
CO-APPLICANT(S) WITH THE SIGNATURE DATE
T
Need Help?
If you have any questions or require assistance completing the exchange agreements, please don't hesitate to
contact our dedicated thinkorswim team at 1-877-348-6722. Our team is available to assist you,
Monday through Friday, from 7 a.m. to 7 p.m. ET.
Please read, and complete all required areas for each of the five (5) U.S. exchange agreements included in this document. Each
exchange requires your agreement as a condition of providing real-time streaming market data, and to ensure that you understand and agree
to the terms of retrieval and use of real-time market data.
1of17
NEW YORK STOCK EXCHANGE ( NYSE)
Agreement For Market Data Display Services
(Usage-Based Services/Nonprofessional Subscriber Status)
thinkorswim ("Vendor") agrees to make "Market Data" available to you pursuant to the terms and conditions set forth in this agreement. By
manifesting your assent in the space indicated below, you ("Subscriber") agree to comply with those terms and conditions. Section 1 sets
forth terms and conditions of general applicability. Section 2 applies insofar as Subscriber receives and uses Market Data made available
pursuant to this Agreement as a Nonprofessional Subscriber.
Section 1: Terms And Conditions Of General Applicability
1. Market Data Definition - For all purposes of this Agreement, "Market Data" means (a) last sale information and quotation information
relating to securities that are admitted to dealings on the New York Stock Exchange ("NYSE"), (b) such bond and other equity last sale and
quotation information, and such index and other market information, as United States-registered national securities exchanges and national
securities associations (each, an "Authorizing SRO") may make available and as the NYSE may from time to time designate as "Market
Data"; and (c) all information that derives from any such information.
2. Proprietary Nature of Data - Subscriber understands and acknowledges that each Authorizing SRO and Other Data Disseminator has a
proprietary interest in the Market Data that originates on or derives from it or its market(s).
3. Enforcement - Subscriber understands and acknowledges that (a) the Authorizing SROs are third-party beneficiaries under this
Agreement and (b) the Authorizing SROs or their authorized representative(s) may enforce this Agreement, by legal proceedings or
otherwise, against Subscriber or any person that obtains Market Data that is made available pursuant to this Agreement other than as this
Agreement contemplates. Subscriber shall pay the reasonable attorney's fees that any Authorizing SRO incurs in enforcing this Agreement
against Subscriber.
4. Data Not Guaranteed - Subscriber understands that no Authorizing SRO, no other entity whose information is made available over the
Authorizing SROs' facilities (an "Other Data Disseminator") and no information processor that assists any Authorizing SRO or Other Data
Disseminator in making Market Data available (collectively, the "Disseminating Parties") guarantees the timeliness, sequence, accuracy or
completeness of Market Data or of other market information or messages disseminated by any Disseminating Party. Neither Subscriber nor
any other person shall hold any Disseminating Party liable in any way for (a) any inaccuracy, error or delay in, or omission of, (i) any such
data, information or message or (ii) the transmission or delivery of any such data, information or message, or (b) any loss or damage arising
from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such data,
information or message, due either to any negligent act or omission by any Disseminating Party, to any "force majeure" (e.g., flood,
extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government,
communications or power failure, equipment or software malfunction) or to any other cause beyond the reasonable control of any
Disseminating Party.
5. Permitted Use - Subscriber shall not furnish Market Data to any other person or entity and, subject to Paragraph 10, shall use Market
Data only for its individual use in its business.
6. Dissemination, Discontinuance or Modification - Subscriber understands and acknowledges that, at any time, the Authorizing SROs
may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change
transmission speeds or other signal characteristics. The Authorizing SROs shall not be liable for any resulting liability, loss or damages that
may arise therefrom.
7. Duration, Survival - This Agreement remains in effect for so long as Subscriber has the ability to receive Market Data as contemplated
by this Agreement. In addition, Vendor may terminate this Agreement at any time, whether at the direction of the Authorizing SROs or
otherwise. Paragraphs 2, 3 and 4, and the first two sentences of Paragraph 8, survive any termination of this Agreement.
8. Miscellaneous - The laws of the State of New York shall govern this Agreement and it shall be interpreted in accordance with those
laws. This Agreement is subject to the Securities Exchange Act of 1934, the rules promulgated under that act, and the joint-industry plans
entered into pursuant to that act. This writing contains the entire agreement between the parties in respect of its subject matter. Subscriber
may not assign all or any part of this Agreement to any other person. The person manifesting assent to this agreement below represents and
warrants that it has legal capacity to contract and, if that person is manifesting assent on behalf of a proprietorship or a business, partnership
or other organization, represents and warrants that he or she has actual authority to bind the organization.
2of17
Name and address of Subscriber
Subscriber's Name: _______________________________________________________________________________________________
Subscriber's Address: ____________________________________________________________________________________________
____________________________________________________________________________________________
Subscriber's occupation: _________________________________________________________________________________________
Subscriber's title(s) and/or position(s)
Title: ___________________________________________________________________________________________________________
Subscriber's employment functions:___________________________________________________________________________________
Name and address of Subscriber's employer(s)
Employer: ______________________________________________________________________________________________________
Employer's Address: ______________________________________________________________________________________________
as required in the Client Account Application. Subscriber shall promptly update information on Vendor's website or notify Vendor in
writing of any change in his or her circumstances that may cause him or her to cease to qualify as a Nonprofessional Subscriber.
Section 2: Nonprofessional Subscriber
9. Nonprofessional Subscriber Definition - "Nonprofessional Subscriber" means any natural person whom Vendor has determined to
qualify as a "Nonprofessional Subscriber" and who is not:
(a) registered or qualified with the Securities and Exchange Commission (the "SEC"), the Commodities Futures Trading Commission,
any state securities agency, any securities exchange or association, or any commodities or futures contract market or association.
(b) engaged as an "investment advisor" as that term is defined in Section 202 (11) (a) of the Investment Advisor's Act of 1940 (whether
or not registered or qualified under that Act), nor
(c) Employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions
that would require him or her to be so registered or qualified if he or she were to perform such functions for an organization not so
exempt.
10. Permitted Use -IfSubscriberisaNonprofessionalSubscriber,heorsheshall receive Market Data solely for his or her personal,
non-business use.
11. Personal and Employment Data - As a prerequisite to qualifying as a "Nonprofessional Subscriber", Subscriber shall provide:
Accepted and Agreed:
I, the "Subscriber" to which the preceding terms and conditions refer, acknowledge that I have read the preceding terms and conditions, that
I understand them and that I hereby manifest my assent to, and my agreement to comply with, those terms and conditions by checking the
following box.
T IAgree
12. Certification - By checking the following box, Subscriber hereby certifies that he or she falls within the above definition of
"Nonprofessional Subscriber" (section 9) and that the personal and employment information given in the Client Account Application is
truthful and accurate.
T I Certify This
3of17
T I do not fall under the definition of a Nonprofessional
THE VENDOR AND ITS AGENTS MAY NOT MODIFY OR WAIVE ANY TERM OF THIS AGREEMENT. ANY ATTEMPT
TO MODIFY THIS AGREEMENT, EXCEPT BY NASDAQ, IS VOID.
The NASDAQ Stock Market, Inc. ("NASDAQ) Subscriber Agreement
1. The word "NASDAQ" means The NASDAQ Stock Market, Inc. and its affiliates. The word "Information" means certain data and
other information: relating to securities or other financial instruments, products, vehicles or devices; or relating to Persons regulated
by NASDAQ or to activities of NASDAQ; or gathered by NASDAQ from other sources. The word "or" includes the word "and". The
phrase "Claims or Losses" means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs,
judgments, settlements, and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party,
including, without limitation, (1) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to,
trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, or other indirect
loss or damage) and (2) administrative costs, investigatory costs, litigation costs, and auditors' and attorneys' and fees and
disbursements (including in-house personnel). The word "Person" means any natural person, proprietorship, corporation, partnership,
or other entity whatsoever. The phrase "Non-Professional Subscriber" means any natural person who is neither: (a) registered or
qualified in any capacity with the SEC, the Commodities Futures Trading Commission, any state securities agency, any securities
exchange or association, or any commodities or futures contract market or association; (b) engaged as an "investment advisor" as that
term is defined in Section 201 (11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); nor,
(c) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that
would require registration or qualification if such functions were performed for an organization not so exempt. The phrase
"Professional Subscriber" means all other persons who do not meet the definition of Non-Professional Subscriber. When it appears
alone, the word "Subscriber" encompasses all Non-Professional and Professional Subscribers. The phrase "Vendor's Service" means
the service from a vendor, including the data processing equipment, software, and communications facilities related thereto, for
receiving, processing, transmitting, using and disseminating the Information to or by Subscriber.
2. Subscriber is granted the right to receive from NASDAQ the Information under the terms stated herein or in the FINRA Rules.
"FINRA Rules" shall mean all applicable laws (including intellectual property, communications, and securities laws), statutes, and
regulations, the rules and regulations of the SEC, the rules and regulations of NASDAQ including, but not limited to, those
requirements established by NASDAQ's rule filings (with such SEC approval as may be required), NASDAQ's decisions and
interpretations and any User Guides, or successors of the components of the FINRA Rules, as they may exist at the time. For
Professional Subscriber, if any payment is due directly to NASDAQ under this Agreement, payment in full is due NASDAQ in
immediately available U.S. funds, within 30 days of the date of an invoice, whether or not use is made of, or access is made to, the
Information. Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid. Subscriber
shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber or
NASDAQ (except for U.S. federal, state, or local income taxes, if any, imposed on NASDAQ) by any foreign or domestic national,
state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest, relating to the provision of the
Information to Subscriber.
3. The Information is licensed only for the personal use of the Non-Professional Subscriber and the internal business use and/or personal
use of the Professional Subscriber. By representing to Vendor that Subscriber is a non-professional, or by continuing to receive the
Information at a non-professional subscriber rate, Subscriber is affirming to Vendor and NASDAQ that Subscriber meets the
definition of Non-Professional Subscriber as set forth in paragraph 1 above. Subscriber will promptly give written notice to Vendor of
any change in the name or place of residence or place of business at which the Information is received. Subscriber may not sell, lease,
furnish or otherwise permit or provide access to the Information to any other Person or to any other office, or place. Subscriber will
not engage in the operation of any illegal business; use or permit anyone else to use the Information, or any part thereof, for any illegal
purpose; or violate any FINRA Rule. Professional Subscribers may, on a non-continuous basis, furnish limited amounts of the
Information to clients: in written advertisements, correspondence, or other literature; or during voice telephonic conversations not
entailing computerized voice, automated information inquiry systems, or similar technologies. Subscriber may not present the
Information rendered in any unfair, misleading, or discriminatory format. Subscriber shall take reasonable security precautions to
prevent unauthorized Persons from gaining access to the Information.
NASDAQ STOCK MARKET
Name of Applicant (Print): ________________________________________________________________________________________
Signature of Applicant: _____________________________________________________ Date:______________________________
Name of Co-Applicant (Print): _____________________________________________________________________________________
Signature of Co-Applicant: ___________________________________________________ Date:______________________________
4of17
4. Subscriber acknowledges that NASDAQ, in its sole discretion, may from time to time make modifications to its system or the
Information. Such modifications may require corresponding changes to be made in Vendor's Service. Changes or the failure to make
timely changes by Vendor or Subscriber may sever or affect Subscriber's access to or use of the Information. NASDAQ shall not be
responsible for such effects.
5. NASDAQ grants to Subscriber a nonexclusive, non-transferable license during the term of the Agreement to receive and use the
Information transmitted to it by Vendor and thereafter to use such Information for any purpose not inconsistent with the terms of the
Agreement or with the FINRA Rules. Subscriber acknowledges and agrees that NASDAQ has proprietary rights in the Information
that originates on or derives from markets regulated or operated by NASDAQ and compilation or other rights in Information gathered
from other sources. Subscriber further acknowledges and agrees that NASDAQ's third party Information providers have exclusive
proprietary rights in their respective Information. In the event of any misappropriation or misuse, NASDAQ or its third party
information providers shall have the right to obtain injunctive relief for its respective materials. Subscriber will attribute source as
appropriate under all the circumstances.
6. Subscriber acknowledges that NASDAQ, as a subsidiary of FINRA, when required to do so by FINRA in fulfillment of FINRA's
statutory obligations, may by notice to Vendor unilaterally limit or terminate the right of any or all Persons to receive or use the
Information, and that Vendor will immediately comply with any such notice and will terminate or limit the furnishing of the
Information and confirm such compliance by notice to NASDAQ. Any affected Person will have available to it such procedural
protections as are provided by the Exchange Act and applicable rules thereunder. Neither NASDAQ nor FINRA shall have any
liability when complying with such FINRA notice.
7. Professional Subscriber shall make its premises available to NASDAQ for physical inspection of Vendor's Service and of Professional
Subscriber's use of the Information (including review of any records regarding use of, or access to, the Information and the number
and locations of all devices that receive Information), all at reasonable times, upon reasonable notice, to ensure compliance with this
Agreement. Non-professional Subscriber shall comply promptly with any reasonable request from NASDAQ for information
regarding the Non-Professional Subscriber's receipt, processing, display and redistribution of the Information.
8. To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the Vendor's Service for failure
to make payments shall not be deemed or considered to be, and Subscriber waives any right to represent or assert that any such
exercise constitutes, an act or omission or an improper denial or limitation of access by NASDAQ to any service or facility operated
by NASDAQ as contemplated in Section 11A of the Exchange Act, or any other provision of the Exchange Act, or any rule,
regulation, or interpretation adopted thereunder.
9. NASDAQ'S WARRANTIES/DISCLAIMER OF WARRANTIES. NASDAQ SHALL ENDEAVOR TO OFFER THE
INFORMATION AS PROMPTLY AND ACCURATELY AS IS REASONABLY PRACTICABLE. IN THE EVENT THAT THE
INFORMATION IS NOT AVAILABLE AS A RESULT OF A FAILURE BY NASDAQ TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT, NASDAQ W ILL ENDEAVOR, GIVING DUE REGARD FOR THE COST, TIME, AND EFFECT
ON OTHER USERS, TO CORRECT ANY SUCH FAILURE. IN THE EVENT THAT THE INFORMATION IS NOT
AVAILABLE, IS DELAYED, IS INTERRUPTED, IS INCOMPLETE, OR IS NOT ACCURATE OR IS OTHERWISE
MATERIALLY AFFECTED FOR A CONTINUOUS PERIOD OF FOUR (4) HOURS OR MORE DURING THE TIME THAT
NASDAQ REGULARLY TRANSMITS THE INFORMATION DUE TO THE FAULT OF NASDAQ (EXCEPT FOR A REASON
PERMITTED I N THIS AGREEMENT OR IN NASDAQ'S AGREEMENT WITH THE VENDOR), SUBSCRIBER'S OR ANY
OTHER PERSON'S EXCLUSIVE REMEDY AGAINST NASDAQ SHALL BE (A) IF SUBSCRIBER OR ANY OTHER PERSON
CONTINUES TO RECEIVE THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY
NASDAQ, A PRORATED MONTH'S CREDIT OF ANY MONIES DUE, IF ANY, FOR THE AFFECTED INFORMATION
DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM SAID OTHER PERSON, FOR THE PERIOD AT
ISSUE OR, (B) IF SUBSCRIBER OR ANY OTHER PERSON NO LONGER RECEIVES EITHER THE INFORMATION OR ANY
OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S REFUND OF ANY MONIES
DUE FOR THE AFFECTED INFORMATION DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM
SAID OTHER PERSON, FOR THE PERIOD AT ISSUE. SUCH CREDIT OR REFUND SHALL, IF APPLICABLE, BE
REQUESTED BY WRITTEN NOTICE TO NASDAQ W ITH ALL PERTINENT DETAILS. BEYOND THE WARRANTIES
STATED IN THIS SECTION, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE,
COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING
FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
5of17
10. NASDAQ'S LIMITATION OF LIABILITY. (A) EXCEPT AS MAY OTHERWISE BE SET FORTH HEREIN, NASDAQ SHALL
NOT BE LIABLE TO SUBSCRIBER, ITS VENDOR OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL, OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES,
LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF
OPERATION, COST OF COVER, OR OTHER INDIRECT LOSS OR DAMAGE) OF ANY NATURE ARISING FROM ANY
CAUSE WHATSOEVER, EVEN IF NASDAQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (B)
NASDAQ SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY UNAVAILABILITY,
INTERRUPTION, DELAY, INCOMPLETENESS, OR INACCURACY OF THE INFORMATION THAT LASTS LESS THAN
FOUR (4) CONTINUOUS HOURS DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INFORMATION
OR IF THE INFORMATION IS MATERIALLY AFFECTED FOR LESS THAN FOUR (4) CONTINUOUS HOURS DURING THE
TIME THAT NASDAQ REGULARLY TRANSMITS THE INFORMATION. (C) IF NASDAQ IS FOR ANY REASON HELD
LIABLE TO SUBSCRIBER OR TO ANY OTHER PERSON, WHETHER IN TORT OR IN CONTRACT, THE LIABILITY OF
NASDAQ WITHIN A SINGLE YEAR (FROM THE EFFECTIVE DATE OF THE AGREEMENT) OF THE AGREEMENT
[COMBINED WITH THE TOTAL OF ALL CLAIMS OR LOSSES OF SUBSCRIBER'S VENDOR, AND ANY OTHER PERSON
CLAIMING THROUGH, ON BEHALF OF, OR AS HARMED BY SUBSCRIBER] IS LIMITED TO AN AMOUNT OF
SUBSCRIBER'S DAMAGES THAT ARE ACTUALLY INCURRED BY SUBSCRIBER IN REASONABLE RELIANCE, AND
WHICH AMOUNT DOES NOT EXCEED THE LESSER OF: (I) IF SUBSCRIBER OR ANY OTHER PERSON CONTINUES TO
RECEIVE THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED
MONTH'S CREDIT OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM
ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE OR, IF SUBSCRIBER OR
ANY OTHER PERSON NO LONGER RECEIVES EITHER THE INFORMATION OR ANY OTHER DATA AND/OR
INFORMATION OFFERED BY NASDAQ, A REFUND OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM
SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE
PERIOD AT ISSUE; OR (II) $500.00. (D) THIS SECTION SHALL NOT RELIEVE NASDAQ, SUBSCRIBER OR ANY OTHER
PERSON FROM LIABILITY FOR DAMAGES THAT RESULT FROM THEIR OWN GROSS NEGLIGENCE OR WILLFUL
TORTIOUS MISCONDUCT, OR FROM PERSONAL INJURY OR WRONGFUL DEATH CLAIMS. (E) SUBSCRIBER AND
NASDAQ UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION
OF RISK AND LIMITATION OF LIABILITY.
11. THIRD PARTY INFORMATION PROVIDERS' DISCLAIMERS OF WARRANTIES/LIMITATIONS OF LIABILITIES.
NASDAQ'S THIRD PARTY INFORMATION PROVIDERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE,
COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING
FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE AND THEY SHALL
HAVE NO LIABILITY FOR THE ACCURACY OF, OR FOR DELAYS OR OMISSIONS IN, ANY OF THE
INFORMATION PROVIDED BY THEM. NASDAQ'S THIRD PARTY INFORMATION PROVIDERS SHALL ALSO HAVE
NO LIABILITY FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, WHETHER LOST PROFITS, INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OF THE SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF
THROUGH SUBSCRIBER, EVEN IF THE THIRD PARTY INFORMATION PROVIDERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF THE THIRD PARTY INFORMATION
PROVIDERS OR THEIR AFFILIATES TO SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF THROUGH
SUBSCRIBER PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED
THE FEE PAID BY SUBSCRIBER OR ANY OTHER PERSON SEEKING RELIEF THROUGH SUBSCRIBER, AS
APPLICABLE.
12. Notwithstanding any other term or condition of this Agreement, NASDAQ, its third party information providers or Subscriber shall
not be obligated to perform or observe their respective obligations undertaken in this Agreement (except for obligations to make
payments hereunder and regulatory obligations) if prevented or hindered from doing so by any circumstances found to be beyond their
control.
13. Subscriber will indemnify and hold harmless NASDAQ and its employees, officers, directors, and other agents from any and all
Claims or Losses imposed on, incurred by or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms
and conditions hereof; (b) any third-party actions related to Subscriber's receipt and use of the Information, whether authorized or
unauthorized under the Agreement.
14. Each party warrants and represents and will indemnify and hold harmless (and in every case, NASDAQ shall be permitted to solely
defend and settle) another party (including NASDAQ) and their officers, directors, employees, and other agents, against any Claims or
Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the
indemnifying party, its actions or omissions, equipment, or other property. This right is conditioned on the indemnified party giving
6of17
Disclosure: Please Read
Subscribers must sign a contract entitled The NASDAQ Stock Market, Inc. ("NASDAQ") Subscriber Agreement("Agreement") in order to
receive Information from NASDAQ. While all terms are important, please particularly note the following. For more information regarding
each term, the paragraph number at the end of each term refers to the paragraph in the Agreement where more information can be located.
prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or Losses and providing cooperation
in the defense of the Claims or Losses (without waiver of attorney-client, work-product or other legal privilege, or disclosure of
information legally required to be kept confidential).
15. Subscriber agrees that NASDAQ may enforce the terms of this Agreement against any Person, whether or not Vendor or Subscriber is
a party to any such action or against Subscriber itself. In any action there shall be available injunctive relief or damages, with the
prevailing party being awarded costs and attorneys' fees (including in-house counsel).
16. In the event of any conflict between the terms of this Agreement and of the Vendor's agreement, the terms of this Agreement shall
prevail as b etween NASDAQ and Subscriber.
17. In addition to terminations permitted under the Vendor's agreement, this Agreement may be terminated by Subscriber on 30 days
written notice to Vendor and by NASDAQ on 30 days written notice either to Vendor or Subscriber. NASDAQ may also alter any
term of this Agreement on 60 days written notice either to Vendor or Subscriber, and any use after such date is deemed acceptance of
the new terms. In the event of Subscriber breach, discovery of the untruth of any representation of Subscriber, or where directed by
FINRA in its regulatory authority, NASDAQ may terminate this Agreement on not less than three (3) days written notice to
Subscriber provided either by NASDAQ or Vendor.
18. NASDAQ does not endorse or approve any equipment, Vendor, or Vendor's Service.
19. Natural persons executing this Agreement warrant and represent that they are at least eighteen (18) years of age. Subscriber and the
Person executing this Agreement on behalf of Subscriber which is a proprietorship, corporation, partnership or other entity, represent
that such Person is duly authorized by all necessary and appropriate corporate or other action to execute the Agreement on behalf of
Subscriber.
20. All notices, invoices, and other communications required to be given in writing under this Agreement shall be directed to: The
NASDAQ Stock Market, Inc., 1735 K Street, NW, Washington, DC 20006, Attn.: Manager: Market Data Distribution, or to
Subscriber at the last address known to the Vendor, and shall be deemed to have been duly given upon actual receipt by the parties, or
upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or to such other address
as any party hereto shall hereafter specify by written notice to the other party or parties hereto.
21. Except as otherwise provided herein, no provision of this Agreement may be amended, modified, or waived, unless by an instrument
in writing executed by a duly authorized signatory of the party against whom enforcement of such amendment, modification, or
waiver is sought. No failure on the part of NASDAQ or Subscriber to exercise, no delay in exercising, and no course of dealing with
respect to any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or
privilege under this Agreement. If any of the provisions of this Agreement, or application thereof to any Person or circumstance, shall
to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to
Persons or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each
such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
22. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely, obligations
relating to intellectual property, indemnification, limitation of liability, warranties, disclaimer of warranties, and Exchange Act related
provisions.
23. This Agreement shall be deemed to have been made in the United States in the State of Maryland and shall be construed and enforced
in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of Maryland, without
reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts of or for the
State of Maryland in connection with any action or proceeding instituted relating to this Agreement.
7of17
No Implied or Statutory Warranties or Duties:
All warranties and duties (if any) are eliminated. There are no express warranties expect for a Limited Warranty regarding efforts only.
STOCK QUOTES MIGHT NOT BE CURRENT OR ACCURATE. [Paragraph 9]
Subscribers Provide an Indemnity:
Subscribers indemnifies and holds harmless NASDAQ for any Claims or Losses (see definition in Paragraph [1] of the Agreement) resulting
from Subscriber's breach of the Agreement, for Subscriber's infringement of a third party's intellectual property rights, or from any third
party suit related to Subscriber's use or receipt of the Information. [Paragraph 13 and 14]
Maryland Laws and Courts Apply:
Everything relating to the Agreement is governed by the laws of the United States and the State if Maryland and any disputes can only be
heard in Maryland. [Paragraph 23]
No Oral Amendments & Only NASDAQ May Amend:
The Agreement may not be altered orally and may be altered by NASDAQ the pursuant to an Agreement p rocedure which includes notice
either to Subscriber or to Vendor. Failure to terminate the Agreement before, or use of Information after, an amendment will be Subscriber's
consent (or confirmation of an earlier consent) to the amendment. [Paragraph 17 and 21]
Vendors can impact subscriber's rights but not NASDAQ's rights:
Vendor does not have authority to change the Agreement. Vendors are obligated to provide notice of NASDAQ changes to Subscriber, but
if they do not, NASDAQ's notice to Vendor is still effective, as to Subscriber including notice of cancellation. [Above paragraph 1, and
Paragraph 17]
8of17
Restrictions on Uses & Transfers:
Subscribers may not provide access to Information or transfer the Agreement to others. The Information is only for personal
non-professional use or, if you are a Professional Subscriber (see definition in Paragraph [1] of the Agreement) for internal business use
and/or personal use. [Paragraph 3]
Most Types of Damages are Excluded and Remaining Damages are Limited:
NASDAQ is not liable for trading losses, lost profits or incidental, consequential or other indirect damages, even if the Information is
untimely or incorrect. Other damages (if any), are strictly limited (in contract, tort, or otherwise) to a capped amount. [Paragraphs 9 and 10]
Please certify that you fall within the definition of a "Nonprofessional Subscriber" (defined in section 1 above).
T I fall under the definition of a Nonprofessional
T I do not fall under the definition of a Nonprofessional
Overall NASDAQ Subscriber Agreement.
By signing below, you agree:
1. You have read the terms stated above;
2. You understand the terms stated above;
3. You intend to form a legally binding contract by signing below;
4. A printout of the terms stated above will constitute a "writing" under any applicable law or regulation; and
5. You agree to abide by all the terms of the agreement stated above.
Name of Applicant (Print): ________________________________________________________________________________________
Signature of Applicant: _______________________________________________ Date: ___________________________________
Name of Co-Applicant (Print): _____________________________________________________________________________________
Signature of Co-Applicant: __________________________________________ Date: ___________________________________
9of17
Agreement For Market Data Display Services
(American Stock Exchange Non-Professional Subscriber Agreement)
thinkorswim ("Vendor") agrees to make "Market Data" available to you pursuant to the terms and conditions set forth in this agreement. By
manifesting your assent in the space indicated below, you ("Subscriber") agree to comply with those terms and conditions. Section 1 sets
forth terms and conditions of general applicability. Section 2 applies insofar as Subscriber receives and uses Market Data made available
pursuant to this Agreement as a Nonprofessional Subscriber.
Section 1: Terms and Conditions of General Applicability
1. Market Data Definition - For all purposes of this Agreement, "Market Data" means (a) last sale information and quotation information
relating to securities that are listed on a national securities exchange, (b) such bond and other equity last sale and quotation information, and
such index and other market information, as United States-registered national securities exchanges and national securities associations
(each, an "Authorizing SRO") may make available and as the American Stock Exchange ("AMEX") may from time to time designate as
"Market Data"; and (c) all information that derives from any such information.
2. Proprietary Nature of Data - Subscriber understands and acknowledges that each Authorizing SRO and Other Data Disseminator has a
proprietary interest in the Market Data that originates on or derives from it or its market(s).
3. Enforcement - Subscriber understands and acknowledges that (a) the Authorizing SROs are third-party beneficiaries under this
Agreement and (b) the Authorizing SROs or their authorized representative(s) may enforce this Agreement, by legal proceedings or
otherwise, against Subscriber or any person that obtains Market Data that is made available pursuant to this Agreement other than as this
Agreement contemplates. Subscriber shall pay the reasonable attorney's fees that any Authorizing SRO incurs in enforcing this Agreement
against Subscriber.
4. Data Not Guaranteed - Subscriber understands that no Authorizing SRO, no other entity whose information is made available over the
Authorizing SROs' facilities (an "Other Data Disseminator") and no information processor that assists any Authorizing SRO or Other Data
Disseminator in making Market Data available (collectively, the "Disseminating Parties") guarantees the timeliness, sequence, accuracy or
completeness of Market Data or of other market information or messages disseminated by any Disseminating Party. Neither Subscriber nor
any other person shall hold any Disseminating Party liable in any way for (a) any inaccuracy, error or delay in, or omission of, (i) any such
data, information or message or (ii) the transmission or delivery of any such data, information or message, or (b) any loss or damage arising
from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such data,
information or message, due either to any negligent act or omission by any Disseminating Party, to any "force majeure" (e.g., flood,
extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government,
communications or power failure, equipment or software malfunction) or to any other cause beyond the reasonable control of any
Disseminating Party.
5. Permitted Use - Subscriber shall not furnish Market Data to any other person or entity and, subject to Paragraph 10, shall use Market
Data only for its individual use in its business.
6. Dissemination, Discontinuance or Modification - Subscriber understands and acknowledges that, at any time, the Authorizing SROs
may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change
transmission speeds or other signal characteristics. The Authorizing SROs shall not be liable for any resulting liability, loss or damages that
may arise therefrom.
7. Duration, Survival - This Agreement remains in effect for so long as Subscriber has the ability to receive Market Data as contemplated
by this Agreement. In addition, Vendor may terminate this Agreement at any time, whether at the direction of the Authorizing SROs or
otherwise. Paragraphs 2, 3 and 4, and the first two sentences of Paragraph 8, survive any termination of this Agreement.
8. Miscellaneous - The laws of the State of New York shall govern this Agreement and it shall be interpreted in accordance with those
laws. This Agreement is subject to the Securities Exchange Act of 1934, the rules promulgated under that act, and the joint-industry plans
entered into pursuant to that act. This writing contains the entire agreement between the parties in respect of its subject matter. Subscriber
may not assign all or any part of this Agreement to any other person. The person manifesting assent to this agreement below represents and
warrants that it has legal capacity to contract and, if that person is manifesting assent on behalf of a proprietorship or a business, partnership
or other organization, represents and warrants that he or she has actual authority to bind the organization.
AMERICAN STOCK EXCHANGE (Amex)
10 of 17
Section 2: Nonprofessional Subscriber
9. Nonprofessional Subscriber Definition - "Nonprofessional Subscriber" means any natural person whom Vendor has determined to
qualify as a "Nonprofessional Subscriber" and who is not: (a) registered or qualified with the Securities and Exchange Commission (the
"SEC"), the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any
commodities or futures contract market or association. (b) engaged as an "investment advisor" as that term is defined in Section 201(11) of
the Investment Advisor's Act of 1940 (whether or not registered or qualified under that Act), nor (c) employed by a bank or other
organization exempt from registration under Federal and/or state securities laws to perform functions that would require him or her to be so
registered or qualified if he or she were to perform such functions for an organization not so exempt.
10. Permitted Use -IfSubscriberisaNonprofessionalSubscriber,heorsheshall receive Market Data solely for his or her personal,
non-business use.
11. Personal and Employment Data - As a prerequisite to qualifying as a "Nonprofessional Subscriber", Subscriber shall provide:
Name and address of Subscriber
Subscriber's Name: ____________________________________________________________________________________________
Subscriber's Address: _________________________________________________________________________________________
_________________________________________________________________________________________
Subscriber's occupation: _________________________________________________________________________________________
Subscriber's title(s) and/or position(s)
Title:___________________________________________________________________________________________________________
Subscriber's employment functions: _________________________________________________________________________________
Name and address of Subscriber's employer(s)
Employer: ____________________________________________________________________________________________________
Employer's Address: _____________________________________________________________________________________________
as required in the Client Account Application. Subscriber shall promptly update information on Vendor's website or notify Vendor in
writing of any change in his or her circumstances that may cause him or her to cease to qualify as a Nonprofessional Subscriber.
Accepted and Agreed:
I, the "Subscriber" to which the preceding terms and conditions refer, acknowledge that I have read the preceding terms and conditions, that
I understand them and that I hereby manifest my assent to, and my agreement to comply with, those terms and conditions by checking the
following box.
T IAgree
12. Certification - By checking the following box, Subscriber hereby certifies that he or she falls within the above definition of
"Nonprofessional Subscriber" (section 9) and that the personal and employment information given in the Client Account Application is
truthful and accurate.
T I Certify This
T I do not fall under the definition of a Nonprofessional
Name of Applicant (Print): ________________________________________________________________________________________
Signature of Applicant: _____________________________________________________ Date:______________________________
Name of Co-Applicant (Print): _____________________________________________________________________________________
Signature of Co-Applicant: ___________________________________________________ Date:______________________________
11 of 17
OPTIONS PRICING REPORTING AUTHORITY (OPRA)
Options Price Reporting Authority
IMPORTANT NOTICE: THIS SUBSCRIBER AGREEMENT (THIS "AGREEMENT") IS AN AGREEMENT BETWEEN YOU AND
THINKORSWIM, INC. FOR YOU TO RECEIVE INFORMATION PUBLISHED BY THE OPTIONS PRICE REPORTING
AUTHORITY ("OPRA"). PLEASE READ THIS AGREEMENT CAREFULLY. AFTER YOU HAVE READ THIS AGREEMENT,
PLEASE INDICATE YOUR AGREEMENT TO BE BOUND BY ITS TERMS AND CONDITIONS BY SIGNING AT THE END. IF
YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU WILL BE UNABLE TO RECEIVE THE INFORMATION
By completing and submitting this Agreement, you are applying to receive from thinkorswim, Inc., 600 W. Chicago Ave., Suite 100,
Chicago, Illinois, 60654-2597, suppo[email protected] ("Vendor") a market data service (the "Service") providing access to current
options last sale and quotation information and related information ("OPRA Data") published by OPRA pursuant to a plan declared effective
by The Securities and Exchange Commission. In reviewing and approving this agreement, Vendor is authorized to act on behalf of the
"OPRA" Participants," which are those national securities exchanges who, from time to time, are parties to this Plan. The person who acts
from time to time as data processor on behalf of OPRA is referred to herein as "OPRA's Processor."
By completing and submitting this Agreement and signing below, you are consenting to enter into this Agreement. You have the right to
withdraw your consent by terminating this Agreement and your receipt of the OPRA data. Your right to terminate this Agreement and your
receipt of the OPRA data, and the procedure you must follow to do so, are described in paragraph 6 below. If any information needed to
contact you electronically changes, the procedure for notifying Vendor is described in paragraph 11 below. If you wish to have a copy of
this Agreement in paper form and you are unable to print a copy on your own computer system, Vendor will provide you with a paper copy
at no charge upon its receipt of your request transmitted as described in paragraph 11. You may access a copy of this Agreement
electronically at no charge, if your access to OPRA Data is from a device capable of receiving text, by entering the secure section of the
thinkorswim website Client Access at www.thinkorswim.com.
This agreement includes an "Addendum for Nonprofessionals." The term "Nonprofessional" is defined in the Addendum. The purpose of the
Addendum is to determine whether you are a Nonprofessional under this definition. If you are a Nonprofessional under this definition,
OPRA's charges to Vendor for your use of the OPRA Data are subject to a cap, and you may be entitled to pay lower fees to Vendor. You do
not need to complete the Addendum, but if you do not do so, or if you cannot agree with all of the statements in the Addendum, OPRA will
not consider you to be a Nonprofessional.
For the purpose of this Agreement, you hereby represent and agree as follows:
2. You shall receive the Service and the OPRA Data included therein solely for your own business or personal use, and you shall not
retransmit or otherwise furnish the OPRA data to any person, other than your own employees on devices that are subject to the
control of Vendor. If you are a Nonprofessional and have completed the Addendum for Nonprofessionals, you are only permitted
under this Agreement to use the OPRA Data for your own personal investment activities.
3. You acknowledge that OPRA Data is and shall remain the property of the OPRA Participant on which a reported transaction took
place or a reported quotation was entered.
4. DISCLAIMER OF LIABILITY--- NEITHER VENDOR, OPRA, OPRA'S PROCESSOR NOR ANY OPRA
PARTICIPANT GUARANTEES THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF ANY OF
THE OPRA DATA SUPPLIED TO YOU HEREUNDER AND NEITHER VENDOR, OPRA, OPRA'S PROCESSOR NOR
ANY OPRA PARTICIPANT SHALL BE LIABLE IN ANY WAY, TO YOU OR TO ANY OTHER PERSON, FOR ANY
LOSS, DAMAGES, COST OR EXPENSE WHICH MAY ARISE FROM ANY FAILURE OF PERFORMANCE BY
VENDOR, OPRA, OPRA'S PROCESSOR OR ANY OPRA PARTICIPANT, OR FROM ANY DELAYS,
INACCURACIES,ERRORSINOROMISSIONSOF,ANYOFTHEOPRADATAORINTHETRANSMISSIONOR
DELIVERY THEREOF, WHETHER OR NOT DUE TO ANY NEGLIGENT ACT OR OMISSION ON THE PART OF
VENDOR, OPRA, OPRA'S PROCESSOR OR ANY OPRA PARTICIPANT. IN NO EVENT SHALL VENDOR, OPRA,
OPRA'S PROCESSOR OR ANY PARTICIPANT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, OR
DAMAGES RESULTING FROM INCONVENIENCE OR LOSS OF USE OF THE SERVICE.
1. Your full name and address:
Full Name: _______________________________________________________________________________________________
Address: _______________________________________________________________________________________________
_______________________________________________________________________________________________
12 of 17
T You must check here if you qualify as a Nonprofessional trader as defined in the Addendum for Nonprofessionals above.
T I do not fall under the definition of a Nonprofessional
5. The terms of this agreement may be modified at any time upon notice to you. If you do not assent to this Agreement as modified at
or prior to the time you next attempt to access the Service, this Agreement shall automatically be terminated. This Agreement as
modified shall apply to your use of the Service from and after the date of the modification.
6. Your receipt of the OPRA Data hereunder may be terminated at any time by you or by Vendor upon 30 days notice from the
terminating party to the other party, and may be terminated immediately upon a determination by Vendor or OPRA that you are not
in compliance with this Agreement.
7. Nothing herein shall be deemed to prevent or restrict OPRA, OPRA's Processor or any OPRA Participant from discontinuing to
furnish OPRA Data for dissemination or from making such changes in the speed of transmission, the characteristics of the electrical
signals representing the OPRA Data or the manner of disseminating the same, as OPRA shall from time to time determine to be
appropriate, with or without notice to you. You shall not hold OPRA, OPRA's Processor, or any OPRA Participant liable for any
resulting liability, loss or damage that may arise therefrom.
8. You agree to notify Vendor promptly of any changes in the information provided herein and to furnish Vendor any additional
information requested by it in connection with your receipt of the OPRA Data.
9. The parties acknowledge and agree that this agree ment is for the express benefit of OPRA, OPRA's Processor and each OPRA
Participant.
10. The Provisions of Sections 3, 4 and 9 will survive any termination of this Agreement and will remain in full force and effect.
11. All notices under this Agreement may be provided either in writing or electronically. All written notices to Vendor shall be sent to
the Vendor's street address set forth above and all such notices to you shall be sent to the street address that you provide in
paragraph 1. All electronic notices to Vendor shall be sent to Vendor's email address set forth above and all such notices to you
shall be provided to you where you access the OPRA Data electronically.
Addendum for Nonprofessionals
(To be completed by Nonprofessional Subscribers Only)
The purpose of this Addendum is to determine whether you are a "Nonprofessional" for OPRA's purposes. OPRA defines a
"Nonprofessional" as an individual for whom the four statements set out in paragraphs 1(a) through (d) of this Addendum are true.
1. You represent and agree that the following statements are and will continue to be true for so long as you receive OPRA Data as
a Nonprofessional:
a. You are entering into this Agreement in your own individual capacity and not on behalf of any other person or any
corporation, partnership, limited liability company, trust association or other form of entity.
b. You shall use the OPRA Data solely in connection with your individual personal investment activities and not in
connection with any trade or business activities.
c. You are not a securities broker-dealer, investment advisor, futures commission merchant, commodities introducing broker
or commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner,
partner, or associated person of any of the foregoing.
d. You are not employed by a bank or an insurance company or an affiliate of either to perform functions related to securities
or commodity futures investment or trading activity.
2. You agree to notify Vendor promptly if your circumstances change such that any of the statements in Section 1 of this
Addendum would no longer be true for you.
13 of 17
Vendor: TD Waterhouse, Inc.
Subscriber: _________________________________________________________________________________________________
Address: _________________________________________________________________________________________________
Exchanges: Chicago Mercantile Exchange (CME/Globex)
Name of Applicant (Print): ________________________________________________________________________________________
Signature of Applicant: _____________________________________________________ Date:______________________________
Name of Co-Applicant (Print): _____________________________________________________________________________________
Signature of Co-Applicant: ___________________________________________________ Date:______________________________
CME GROUP
By signing below, you agree to the terms and conditions set forth above and you agree that:
1. You have read and you understand all of the terms and conditions set forth above; and
2. You intend to form a legally binding and valid contract under which you will be bound by all of the terms and conditions set
forth above.
2. Proprietary rights in the market data
(a) Subscriber acknowledges and agrees that each of the Exchanges has exclusive and valuable property rights in and to its own
Market Data, that such Market Data constitute valuable confidential information, trade secrets and/or proprietary rights of each
of the Exchanges, not within the public domain, that such Market Data shall remain valuable confidential information, trade
secrets and/or proprietary rights of each of the Exchanges at least until the Exchanges place their respective Market Data in the
public domain or authorize placement of their respective Market Data in the public domain, and that, but for this Addendum,
Subscriber would have no rights or access to such Market Data. Whether or not a particular Exchange has placed its Market
Data in the public domain or has authorized the placement of its Market Data in the public domain shall be determined
according to the terms as such Exchange's agreement with Vendor, which agreement is described in Section 3(a).
(b) Subscriber acknowledges and agrees that disclosure of any Market Data, or any breach or threatened breach of any other
covenants or agreements contained herein, would cause irreparable injury to e ach of the Exchanges for which money damages
would be an inadequate remedy. Accordingly, Subscriber further acknowledges and agrees that each of the Exchanges shall be
entitled to specific performance and injunctive and other equitable relief from the breach or threatened breach of any provision,
requirement or covenant of this Addendum (including, without limitation, any disclosure or threatened disclosure of Market
Data) in addition to and not in limitation of any other legal or equitable remedies which may be available.
TD Waterhouse Futures Quotes
Uniform Subscriber Addendum
THIS ADDENDUM is entered by and between the below-listed subscriber ("Subscriber"), the below-listed vendor ("TD Waterhouse, Inc. or
"TOS") and each of the exchanges designated below ("Exchanges").
1. Definitions
(a) "Device" means any unit of equipment, fixed or portable, that receives, accesses or displays Market Data in visible, audible or
other comprehensible form.
(b) "Force Majeure Event" means any flood, extraordinary weather conditions, earthquake or other act of God, fire, war,
insurrection, riot, labor dispute, accident, action of government, communications or power failures, or equipment or software
malfunctions.
(c) "Person" means any natural person, proprietorship, corporation, partnership, limited-liability-company or other organization.
(d) "Market Data" means information and data pertaining to futures contracts and options contracts traded on the Exchanges, that
includes, without limitation, opening and closing range prices, high-low prices, settlement prices, current bid ask pric es, last sale
prices, price limits, requests for quotations, estimated and actual contract volume data, text messages pertaining to market
activity, contract specifications, fast or late messages and, as determined by each Exchanges, may include information
respecting exchange-for-physical (EFP) or against actual (AA) transactions. With respect to Subscriber's obligations under this
addendum, Market Data includes information, data and materials that are derived from the foregoing and that convey
information to Subscriber that is substantially equivalent to Market Data.
14 of 17
6. Exchange Fees
Subscriber will pay Vendor (unless Vendor has assumed Subscriber's payment obligations hereunder), for and on behalf of each of the
Exchanges (as applicable), for the right to receive Market Data in accordance with the then-current fee schedule published by each of
the Exchanges from time-to-time (including any and all applicable federal, state or local taxes). Each Exchange's fees are subject to
modification by each of them at any time, without prior notice to Subscriber. In addition, Subscriber agrees to pay Vendor any
penalties assessed against Subscriber by Vendor on behalf of any Exchange. Nothing herein shall limit a Vendor's obligation pursuant
to separate agreement between Vendor and any of the Exchanges (as applicable) to p ay Exchange fees.
3. Receiptofmarketdatabysubscriber
(a) Vendor and Subscriber have entered into an agreement by which Vendor will, among other things, provider Subscriber with
Market Data. Vendor has entered into agreements with each of the Exchanges whereby Vendor has been granted the right to
receive Market Data and to retransmit the same to Subscriber. This Addendum to the agreement between Vendor and Subscriber
sets forth the terms and conditions upon which Subscriber may receive and use Market Data. Subscriber acknowledges that,
notwithstanding such agreement, each of the Exchanges may, in its discretion, discontinue disseminating its own Market Data or
change or eliminate its own transmission method, speed or signal characteristics. In addition, Subscriber acknowledges and
agrees that the Exchanges reserve the right to disapprove any Subscriber and retain the right to direct Vendor to terminate any
Subscriber's receipt of Market Data for any reason or no reason, in which the Exchanges shall so notify Vendor and Vendor
shall cease providing Market Data to Subscriber as soon as practicable.
(b) (1) Except as provided in (2) below, Subscriber will use Market Data only for its own internal business activities and only at the
offices and locations and on the Devices designated by Subscriber in writing to Vendor from time-to-time. Subscriber agrees
that it will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, the Market Data, in any
format, to any other party or any office or location other than designated above, nor allow any other party to take, directly or
indirectly, any of the Market Data from such offices or locations, and will adopt and enforce any policy that is reasonable to
prevent the Market Data from being taken therefrom. Subscriber will abide by any other limitations on such use that any
Exchanges may specify. Subscriber will use its best efforts to ensure that its partners, officers, directors, employees and agents
maintain sole control and physical possession of, and sole access to, Market Data received through Devices in Subscriber's
possession. (2) Notwithstanding (1) above, Subscriber may, in the regular course of its business, occasionally furnish, to each its
clients, branch offices, and guaranteed introducing brokers, in a quantity restricted to that necessary to enable Subscriber to
conduct its business, a de minimis number of segments of Market Data. Such re-dissemination must be strictly limited to
telephonic communications not entailing the use of computerized voice synthesization or any other technology and must be
strictly related to the trading activity of Subscriber or any such recipients. Any such recipients must be advised by Subscriber
that such segments are proprietary and confidential information not to be disclosed or disseminated to other persons or entities.
Subscriber agrees to make all reasonable efforts to ensure that such recipients abide by the provisions of this Addendum.
(c) In the event that the Vendor has agreed to permit Subscriber to receive, access or display Market Data through means other than
a Vendor provided Device, such as by means of: (i) the Internet, any Intranet or any other type of network; (ii) portable Devices
(e.g., pocket pagers, personal digital assistants, laptop computers, etc.); and synthesized voice responses over telephones,
Subscriber will use its best efforts to ensure that no other device, attachment or apparatus is used which may allow third parties
not subject to Subscriber's reporting obligations under Section 3(b) above to access the Market Data.
4. Reporting
Upon request, Subscriber agrees to furnish promptly to Vendor any information or reports that may be required by any of the
Exchanges as applicable and that is reasonably related to Subscriber's receipt of Market Data.
5. Right of Inspection and audit
During regular business hours, any Persons designated by any Exchange may have access to Subscriber's offices or locations in order
to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books
and records required to be maintained by Subscriber under Sections 3(b) and 4 in connection with its receipt and use of Market Data.
Subscriber will make prompt adjustment (including interest thereon at the rate of 1.5% per month), through the Vendor, to compensate
any Exchange that discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such
Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange's favor of five
percent (5%) or more of the amount of fees actually due such Exchange. Subscriber shall maintain the records and books upon which
it bases its reporting for CME/Globex for three (3) years following the period to which records relate. In the event that the Subscriber
fails to retain such records and books as required above, Subscriber agrees to pay each Exchange's reasonable estimate of any
discrepancy discovered pursuant to any such audit.
15 of 17
7. Covenants, Representations and Warranties of Subscriber
Subscriber covenants, represents and warrants that it is not engaged in the business of distributing Market Data and that, to its
knowledge after reasonable inquiry, it is receiving the Market Data from a Vendor that is authorized by the Exchanges to distribute the
Market Data. Subscriber agrees that it will not use or permit any other Person to use Market Data for any illegal purpose. Subscriber
agrees that it will not use Market Data in any way to compete with the Exchanges or Vendor, nor use the Market Data in any way so
as to assist or allow a third party to compete with the Exchanges or Vendor. Subscriber agrees that the provision of Market Data by the
Exchanges hereunder is conditioned upon Subscriber's strict compliance with the terms of this Addendum an that Vendor may, with or
without notice and with or without cause, forthwith discontinue said service whenever in its judgment there has been any default or
breach by Subscriber of the provisions hereof, or whenever directed to do so by any of the Exchanges.
8. Disclaimer of Warranties
SUBSCRIBER AGREES THAT NEITHER VENDOR NOR THE EXCHANGES MAKE ANY REPRESENTATION OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MARKET DATA, OR THE TRANSMISSION,
TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, A NY IMPLIED
WARRANTIES OR ANY WARRANTIES OF MERCHANTIBILITY, QUALITY OR FITNESS FOR A P ARTICULAR PURPOSE,
AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF
TRADE.
9. Limitations of Liability and Damages
Subscriber agrees that: (i) the provision of Market Data is made with equipment, communications devices, and/or leased lines not
owned or operated solely by Vendor or Exchanges; (ii) neither Vendor nor the Exchanges, nor their respective members, directors,
officers, employees or agents, guarantees the sequence, accuracy or completeness of the Market Data, nor shall any of them be liable
to Subscriber or any other Person for any delays, inaccuracies, errors or omissions in Market Data, or in the transmission thereof, or
for any other damages arising in connection with Subscriber's receipt or use of Market Data, whether or not resulting from negligence
on their art, a Force Majeure Event or any other cause beyond their reasonable control; and (iii) if the foregoing disclaimer and
limitation of liability should be deemed invalid or ineffective by a court of competent jurisdiction, neither Vendor nor the Exchanges,
nor their respective members, directors, officers, employees or agents shall be liable for any of the foregoing beyond the actual
amount of loss or damage, or the sum of fifty dollars ($50.00), whichever is less.
10. Terms and Termination
Subject to Subscriber's strict compliance with the provisions of this Addendum, the provision of Market Data by any of the Exchanges
hereunder will continue in force during the term of the agreement between Subscriber and Vendor and any renewal term thereof. In
addition, it is understood that the provisions set forth in paragraphs 2(a) and 2(b) of this Addendum shall survive the termination of
this Addendum.
11. Indemnification
Subscriber will indemnify and hold Vendor and the Exchanges, and their respective members, directors, officers, employees and
agents harmless from and against any and all claims arising out of or in connection with this Addendum, including, without limitation,
any liability, loss or damages caused by any inaccuracy in or omission from, Subscriber's failure to furnish or to keep, or subscriber's
delay in furnishing or keeping, any report or record required to be kept by Subscriber hereunder.
16 of 17
12. Miscellaneous
In case of any breach by Subscriber of its obligations hereunder, each of the Exchanges will be considered to be a third-party
beneficiary of this Addendum and may bring an action to enforce its terms directly against Subscriber. Any action arising out of this
Addendum between the CME/Globex and Subscriber shall be governed and construed in accordance with the internal laws (and not
the law of conflicts) of the State of Illinois. Subscriber may not assign all or any part of this Addendum without the prior written
consent of the Exchanges (as applicable). Neither Vendor nor Subscriber may modify or amend the terms of this Addendum. In the
event of any conflict between the terms and conditions of this Addendum and any other agreement relating to Subscriber's receipt and
use of Market Data, including, without limitation, the agreement between Vendor and Subscriber referred to in Section 3(a), the terms
and conditions of this Addendum will prevail. If, for any reason, one or more provisions of this Addendum is held invalid, the other
provisions of this Agreement shall remain in full force and effect.
Name of Applicant (Print): ________________________________________________________________________________________
Signature of Applicant: _____________________________________________________ Date:______________________________
Name of Co-Applicant (Print): _____________________________________________________________________________________
Signature of Co-Applicant: ___________________________________________________ Date:______________________________
17 of 17
