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Online Service Agreement
This Online Services Agreement (this "Agreement") applies to (i) the ADM Derivatives,Inc.
("ADMD") Web site and trading platform (the "Web site") and (ii) the electronic
content contained on the Web site, as well as any features or content added in the
future (the "Services"). This Agreement serves as the terms and conditions for the
Web site ("Terms and Conditions"). In continuing to access or use the Web site,
you agree to follow the Terms and Conditions of this Agreement as they may apply
to you. Customers of ADMD are also required to sign or electronically consent to
one or more separate agreements ("Customer Agreements"). In the event of any conflict
between this Agreement and the Customer Agreements, the terms of the Customer Agreement
shall control.
Scope and Effect of this Agreement
The services provided herein are operated by ADMD,either alone or in conjunction
with its affiliates, agents and partners. To access any of the Services, and as
a condition to visiting and using our Web site generally, you must agree, without
modification, to the terms and conditions of this Agreement. We may also ask you
to follow additional rules, guidelines or other conditions that govern the use of
a particular Service at the time you register for or use that Service. This Agreement
incorporates by reference the rules and guidelines of any ADMD Service for
which you have registered.
Revisions and Relations to Other Agreements or Disclosures
ADMD may revise this Agreement at any time, and you agree to be bound by future
revisions. This Agreement as revised will always be available for your review at
the Terms and Conditions link at the bottom of the ADMD.com home page.
ADMD may offer other services from time to time that are governed by different or
additional terms and conditions. The Services are subject to any disclosures or
disclaimers found within the Services. ADMD reserves the right to modify or discontinue,
temporarily or permanently, a Service (or any part thereof) with or without notice.
You agree that ADMD will not be liable to you or to any third party for any modification,
suspension or discontinuance of a Service.
Registration Information and Requirements
When you register for a Service, we may ask you to give us certain identifying information
("Registration"). You agree to provide true, accurate, current and complete information
about yourself. You also agree not to impersonate any person or entity, misrepresent
any affiliation with another person, entity or association, use false headers or
otherwise conceal your identity from ADMD for any purpose. We agree to treat with
care the information you entrust to us, in accordance with the disclosures we give
during the Registration process and in our Privacy Policy.
For your protection and the protection of our other customers and Web site users,
you agree to not share your Registration information (including passwords,
usernames, and screen names) with another person for the purpose of facilitating
access and unauthorized use of the Service. You alone are responsible for all messages
posted, statements made, or acts or omissions that occur within the Web site through
the use of your Registration information. If you believe that someone else has used
your Registration information to access any Service, please contact our Customer
Service Department immediately.
Limited License
ADMD grants you a non-exclusive, non-transferable and limited personal license to
access and use the Web site. This license is conditioned on your continued compliance
with the terms and conditions in this Agreement. You agree not to resell or permit
access to the Web site to others and not to copy any materials appearing on the
Web site for resale to others. You further agree not to delete any copyright notices
or other indications of protected intellectual property rights from materials that
you print or download from the Web site. You shall not obtain any intellectual property
rights in or any right or license to use such materials or the Web site other than
as set out herein.
Communications
Unless otherwise indicated for a particular Service, any communications or material
of any kind that you e-mail, post or otherwise transmit through the Services, including
data, questions, comments or suggestions (your "Communications") will be treated
as non-confidential and non-proprietary. You hereby grant a license to ADMD to reproduce,
disclose, transmit, publish, broadcast or post your Communications either on the
Web site or elsewhere with no liability or obligation to you. ADMD is free to use
any idea, concept, know-how or technique contained in your Communications for any
purpose including, but not limited to, developing and marketing products using such
information.
ADMD, its affiliates and agents are entitled, but not obligated, to review and
retain your Communications. ADMD may monitor your Communications to evaluate the
quality of service you receive, your compliance with this Agreement, the security
of the Web site, or for other reasons. You agree that ADMD�s monitoring activities
will not entitle you to any cause of action or other right with respect to the manner
in which ADMD monitors your Communications and enforces or fails to enforce the
rules and guidelines of any ADMD Service and the terms of this Agreement. In no
event will ADMD be liable for any costs, damages, expenses or any other liabilities
incurred by you as a result of ADMD�s monitoring activities.
Use of Services
The following requirements apply to your use of any Service:
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You will not use any electronic communication feature of any Service for any purpose
that is unlawful, , abusive, intrusive on another's privacy, harassing, libelous,
defamatory, embarrassing, obscene, threatening or hateful.
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You will not upload, post, reproduce or distribute any information, software or
other material protected by copyright or any other intellectual property right (as
well as rights of publicity and privacy) without first obtaining the permission
of the owner of such rights.
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You will not collect or store personal data about other users.
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You will not use any Service for any commercial purpose not expressly approved by
ADMD in writing. You will not upload, post, e-mail or otherwise transmit any advertising
or promotional materials, including without limitation, "junk mail," "surveys,"
"spam," "chain letters," "pyramid schemes," or any other form of solicitation or
unauthorized communication.
- You will not upload, post, e-mail or otherwise transmit any material that contains
viruses or any other computer code, files or programs which might interrupt, limit
or interfere with the functionality of any computer software or hardware or telecommunications
equipment.
Market Information
We may make available to you through one or more Services a broad range of financial
information that we generate internally or obtain from our agents, vendors or partners
("Third Party Providers"). This includes financial market data, quotes, news, analyst
opinions and research reports. Collectively, we refer to this as "Market Information."
ADMD does not endorse or approve the Market Information, and we make it available
to you only as a service and convenience. ADMD and our Third Party Providers do
not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of
the Market Information, or (2) warrant any results from your use or reliance on
the Market Information. Market Information may quickly become unreliable for various
reasons including, for example, changes in market conditions or economic circumstances.
Neither ADMD nor the Third Party Providers are obligated to update any information
or opinions contained in any Market Information, and we may discontinue offering
Market Information at any time without notice. You agree that neither ADMD nor the
Third Party Providers will be liable in any way for the termination, interruption,
delay or inaccuracy of any Market Information. You will not redistribute or facilitate
the redistribution of Market Information, nor will you provide access to Market
Information to anyone who is not authorized by ADMD to receive Market Information.
Own Risk, Computer Access, Maintenance and Protection
You agree to use the Web site at your own risk. You shall be responsible for providing
and maintaining the means by which to access the Web site, which may include without
limitation a personal computer, modem and telephone or other access line. You shall
be responsible for all access and service fees necessary to connect to the Web site
and assume all charges incurred in accessing such system. You further assume all
risks associated with the use and storage of information on your personal computer.
You represent and warrant that (i) you have implemented and plan to operate and
maintain appropriate protection in relation to the security and control of computer
viruses or other similar harmful or inappropriate materials, devices, information
or data and (ii) you will not transmit to or in any way, whether directly or indirectly,
expose ADMD or any of ADMD�s online service providers to any computer virus or other
similarly harmful or inappropriate material or device.
Use of Services / Technical Problems
You understand that while the Internet and the World Wide Web generally are dependable,
technical problems or other conditions may delay or prevent you from accessing the
Web site. ADMD shall not be liable for, and you agree not to hold or seek to hold
ADMD or any of its agents or service providers liable for, any technical problems,
system failures and malfunctions, communication line failures, equipment or software
failures or malfunctions, system access issues, system capacity issues, high Internet
traffic demand, security breaches and unauthorized access, and other similar computer
problems and defects. ADMD does not represent, warrant or guarantee that you will
be able to access or use the Web site at times or locations of your choosing, or
that ADMD will have adequate capacity for the Web site as a whole or in any geographic
location. ADMD does not represent, warrant or guarantee that the Web site will provide
uninterrupted and error-free service. ADMD does not make any warranties or guarantees
with respect to the Web site and its content, including without limitation, warranties
for merchantability or fitness for a particular purpose.
Hyperlinks
ADMD may provide a link to other sites that are controlled or offered by third parties.
The fact that ADMD has provided a link to a site is not an endorsement, authorization,
sponsorship or affiliation with respect to such site, its owners or its providers.
There are risks in using any information, software or products found on the Internet,
and ADMD cautions you to make sure you understand these risks before retrieving,
using, relying upon or purchasing anything via the Internet. Links to these Web
sites are provided solely for your convenience, and you agree that under no circumstances
will you hold ADMD liable for any loss or damage caused by use of or reliance on
any content, goods or services available on other sites.
Trademarks and Copyright
All content, trademarks, services marks, trade names, logos and icons are proprietary
of ADMD or its affiliates or agents and are protected by United States copyright
laws and international treaty provisions. Nothing contained on the Web site should
be construed as granting, by implication, or otherwise, any license or right to
use any trademark without the written permission of ADMD or such third party that
may own the trademarks. Your use of the trademarks, or any other content of the
Web site, except as provided herein, is strictly prohibited.
Images displayed on the Web site are either the property of, or used with permission
by, ADMD. You are prohibited from using or authorizing the use of these images unless
specifically permitted under this Agreement. Any unauthorized use of the images
may violate copyright laws, trademark laws, the laws of privacy and publicity, or
other regulations and statutes.
Limitation of Liability and Indeminifcation
You agree to indemnify and hold ADMD and its affiliates, agents, employees and licensors
(including the Third Party Providers) harmless against all actions, claims, demands,
proceedings, damages, costs, charges and expenses incurred by ADMD (including, but
not limited to, reasonable attorney fees) arising out of or relating to (i) your
violation of this Agreement, state, federal, local or other applicable laws or regulations
or any other person's rights, including but not limited to infringement of any copyright
or violation of any proprietary or privacy right, or (ii) any misrepresentation
made by you or any breach of your representations or warranties.
Term and Termination
The license granted under this Agreement will terminate if ADMD believes that any
information provided by you, including your e-mail address, is no longer current
or accurate, or if you fail to otherwise comply with any term or condition of this
Agreement and all rules and guidelines for each Service. Upon such violation, you
agree to terminate access to the Services. You agree that ADMD, in its sole discretion
and with or without notice, may terminate your access to any or all Services, and
remove and discard any information or content within a Service.
Governing Law
This Agreement, shall be governed by the laws of the State of Illinois, without
regard to conflicts of law principles thereof. This is the case regardless of whether
you reside or transact business with ADMD in Illinois or elsewhere. Unless a dispute
would be governed by an applicable arbitration agreement, you agree to submit to
the personal and exclusive jurisdiction of the courts located within the City of
Chicago, Illinois. If any part of this Agreement is unlawful, void or unenforceable,
that part will be deemed severable and will not affect the validity and enforceability
of any remaining provisions.
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