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WAML Online Terms and Conditions

These WAML Online Terms and Conditions (the “Terms”) comprise the “General Terms” and “Product Specific Terms” set forth below.  All use of the electronic and online services offered by Wingate (together with its affiliates, “WAML” or “us”), including but not limited to the WAML WorldView® portal, any future release thereof or successor thereto, and all products and services accessible or made available through such portal (collectively, the “Online Services”), is subject to the General Terms.  By using any of the Online Services, you are agreeing to the General Terms. 

To the extent that you use any of our products or services made available through the Online Services specifically referenced below under “Product Specific Terms,” you are also agreeing to the applicable Terms set forth under that heading.  In the event of a conflict between the General Terms and any applicable Product Specific Terms, the Product Specific Terms shall prevail.  The terms of each separate agreement governing your business relationship with WAML (each, a “Client Agreement”) shall also apply to your use of the Online Services in connection with such relationship, and the Terms are hereby incorporated in their entirety into such Client Agreement by reference.  Except where specifically provided to the contrary in the Terms, in the event of a conflict between the terms of the Terms and those of any applicable Client Agreement, the provisions of the Terms shall prevail. 

General Terms

1.    ACCESS TO ONLINE SERVICES

1.1    Security Credentials.  An identification code (“User ID”) and password(s) (“Password”) are required to access any of the Online Services.  A digital certificate, an encryption key and/or other security devices may also be required, at WAML’s discretion, to access certain Online Services.  You are responsible: (a) for the security and confidentiality of all User IDs, Passwords, digital certificates, encryption keys and other security devices (collectively, “Security Credentials”): (b) to safeguard your Security Credentials and not to give or make available, intentionally or otherwise, any of your Security Credentials to any unauthorized person; and (c) for all use of the Online Services through your Security Credentials, including transactional activity, whether or not such use is actually authorized by you.  Should you elect to share your Security Credentials with a third party (including, without limitation, investment advisors and data aggregators), you will bear full responsibility and liability for all actions taken by such third parties through use of your Security Credentials, which we will be entitled to assume to be authorized by you.  We will not be responsible for any breach of security, or for any unauthorized activity or theft by any third party, caused by your failure (be it intentional, unintentional, or negligent) to maintain the security or confidentiality of your Security Credentials.  You must immediately notify us in writing if you believe that the security or confidentiality of any of your Security Credentials has been compromised, if you suspect unauthorized access to your account by means of the Online Services or otherwise, or if a person to whom a Security Credential has been assigned leaves your employment or is otherwise no longer permitted to access the Online Services on your behalf.  An authorized person from your organization must communicate such notification to WAML by submitting a completed user access request form, which can be obtained from your organization’s relationship management contacts at WAML.

1.2    Termination of Access.  We may terminate your access to the Online Services at any time, for any reason, with five (5) business days’ prior notice; provided that we may terminate your access to the Online Services with no prior notice if (a) your account with us is closed, (b) you fail to comply with any of these Terms, (c) we believe that your continued access to the Online Services poses a security risk, or (d) we believe that you are violating or have violated applicable laws, and we will not be liable for any loss you may experience as a result of such termination.  You may terminate your access to the Online Services at any time by giving us ten (10) business days’ notice.  Upon termination, we will cancel all of your Security Credentials and any in-process or pending Instructions (as defined in the applicable Client Agreement) will be carried out or cancelled, at our sole discretion.

2.    INTELLECTUAL PROPERTY / TRADE SECRETS

2.1    Permitted Use.  The information that you obtain through the Online Services is our intellectual property or the intellectual property of third parties. You are permitted to use such information solely for your own end use in the ordinary course of your business; this limited license does not authorize you to distribute such information to those outside your organization, either for compensation or for free, and you are expressly prohibited from doing so; provided, however, that you may distribute (a) normal business records maintained by us for you as your administrative agent (such as account information, fund administrative reports and similar financial information), if applicable, to the extent required by applicable law or business custom to be disclosed to regulators or shareholders or to advisors in connection therewith, and (b) such information that we have, by contract other than these Terms, agreed that you may distribute, subject to the applicable terms of such contract.

2.2    Proprietary Marks.  Copyright in the pages which comprise the Online Services and in the screens displaying such pages, including but not limited to all design, text, sound recordings, and images, and in the information and material therein and in their arrangement, is owned by or licensed to us unless otherwise indicated. Except as otherwise expressly stated herein, they may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, deep-linked, stored for subsequent use or otherwise used in whole or in part in any manner without our prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of our proprietary rights. Our trademarks and service marks include, but are not limited to, “ActionView”, “ActionWorld”, “AP Exchange”, “APEX”, “WAML”, “WAML & Co.”, “WAML Comset Plus”, “COnnect”, “WAML Direct”, “WAML INFOFX”, “BIDS”, “Wingate”, “DEALBOARD”, “ETF Connect”, “FX INDEXLINK”, “FX OrderView”, “INFOACTION”, “INFOFX”, “INFOMEDIARY”, “INFOSETTLE”, “LIFE OF A TRADE”, “Shared Goals. Shared Success”, “Trust in Partnership”, “WorldView” and “59 Wall St.”. Other featured words or symbols, used to identify the source of goods and services, are the trademarks of their respective owners. You may not copy, republish, redistribute, transmit, participate in the transmission of, create derivatives of, alter, edit or exploit in any manner any material from the Online Services, including by storage on retrieval systems, except as expressly provided herein. Without limiting the generality of the foregoing, you may not remove or obscure any copyright or other notices contained in any such information.

3.    SOURCES OF INFORMATION

The information made available through the Online Services has been compiled from both internal and external sources.  Such information may include quotes, news, and research data prepared by third parties and provided by us or obtained from sources we believe to be reliable, but we cannot and do not guarantee the accuracy, timeliness, or completeness of such information for any particular purpose.  Such information is inherently subject to change without notice and may become dated.  You agree that we will not be responsible for any loss you experience as a result of your reliance on such information.  We use reasonable efforts to make sure that the information available through the Online Services is accurate and up-to-date. However, we do not represent or warrant that the information contained therein is accurate or complete, and you should therefore verify any information obtained through the Online Services before you act upon it.  (“Third Party Terms and Conditions”) are applicable to your use and receipt of third party data and information available to you through the Online Services.  Such Third Party Terms and Conditions are required by the relevant third-party data providers pursuant to our arrangements with them, and are incorporated herein by reference in their entirety.

4.    USE IN OTHER JURISDICTIONS

We do not operate as a banking entity in all jurisdictions.  The information made available through the Online Services is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us or any of our affiliates to any registration qualification, licensing, approval, or non-disapproval requirement within such jurisdiction or country.  Some products and services may not be available in all jurisdictions or to all clients.  By choosing to access these Online Services from any location other than the United States, you accept full responsibility for compliance with all local laws. 

5.    INSTRUCTIONS

5.1    Issuance of Instructions Generally.   Where applicable, issuance of proper Instructions to WAML shall be provided as designated in the applicable Client Agreement. 

5.2    Issuance of Instructions Via Online Services.  The following additional provisions apply to Instructions provided via the Online Services:
(a)    You authorize us to act upon Instructions received through the Online Services utilizing your Security Credentials as though they were duly authorized written instructions, without any duty of verification or inquiry on our part, and agree to hold us harmless for any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind (including without limitation, reasonable attorneys’, accountants’, consultants’, or experts’ fees and disbursements) (collectively, “Losses”) experienced by you or any third party as a result.
(b)    From time to time, the temporary unavailability of third party telecommunications or computer systems required by the Online Services may result in a delay in processing Instructions.  In such an event, we shall not be liable to you or any third party for any Losses that you experience due to such a delay. 

6.    ELECTRONIC DOCUMENTS 

We may make periodic statements, disclosures, notices, and other documents available to you electronically (including, without limitation, through the Online Services), and, subject to any delivery and receipt verification procedures required by law, you agree to receive such documents electronically (including, without limitation, through the Online Services) and to check the statements for accuracy.  If you believe any such statement contains incorrect information, you must follow the procedures set forth in the applicable Client Agreement(s).

7.    OTHER NOTICES

7.1    Banking Notices.     
(a)    Non-deposit Investment Products
Certificates of deposit, mutual funds, annuities and other investment products may be available through us. THESE PRODUCTS ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, AND ARE NOT GUARANTEED BY, US OR OUR AFFILIATES, AND MAY FLUCTUATE IN VALUE AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED. IN ADDITION, THESE PRODUCTS, AS WELL AS DEPOSITS PLACED WITH US, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND MAY NOT BE COVERED BY ANY OTHER TYPE OF DEPOSIT INSURANCE.
(b)    Regulation E
Federal Reserve Board Regulation E provides for the rights, liabilities and responsibilities of our consumer clients who use certain electronic funds transfer services. Regulation E does not apply to wire transfers. For more information on Regulation E, please refer to this link and the relevant Client Agreements:
•    http://www.federalreserve.gov/bankinforeg/regecg.htm

7.2    Internet Access, Email Communications, Prohibited Usage.
(a)    If you access the Online Services via the Internet (including, without limitation, through a mobile device), you will be required to use a third-party provided Internet browser, such as Firefox or Internet Explorer, Internet utility software from various software providers not affiliated with WAML, and/or a WAML-provided mobile application.  Your use of such software to access the Online Services shall be at your own risk and shall be subject to terms and conditions imposed by WAML and such third parties in addition to these Terms (e.g., the Apple Licensed Application End User License Agreement).  We do not warrant the performance of, and bear no responsibility for, your use of any third party information, software, telecommunications hardware, or Internet connection.  Some Online Services may be accessed via a direct dial-up connection through software we provide to you; in those cases, your use of that software is subject to license terms included with the software for each Service. Such license terms, which include limitations with respect to liability, use and redistribution, are hereby expressly incorporated into these Terms.  We are not responsible for any access costs you incur to connect to the Online Services.    
(b)    Your use of any third-party Internet links made available on the Online Services is at your own risk.  The content to which you link has not been developed, checked for accuracy, or otherwise reviewed by us.  We make no representations as to, and shall have no liability for, any third-party site, including without limitation, the accuracy, subject matter, quality, or timeliness of any electronic content.
(c)    Because Internet electronic mail (“e-mail”) presents issues of reliability of delivery, content accuracy, timeliness, and security, you should not send us any personal or identifying information, such as account numbers, credit card numbers, Social Security numbers, passwords, etc., via Internet e-mail.  We will take reasonable security precautions to safeguard data and communications transported to us over the Internet; however, we disclaim any liability for interception of any such data or communications.  You agree that you will not use e-mail to request, authorize, or effect the purchase or sale of any securities, currency, or commodities, to send funds transfers instructions, or for any other transactions unless we mutually agree on procedures by which all such e-mail communications from you can be transmitted in compliance with WAML’s applicable policies and procedures (e.g., Investor Services Client Email Instruction Policy).
(d)    You are prohibited from deliberate misuse of any element of the Online Services, including, without limitation, hacking, disruption or excessive use or any use in contravention of applicable law, and making any modifications to the Online Services, including, without limitation, the software, information, formats, and interfaces that comprise the Online Services.  You further acknowledge and agree that you will be responsible for the introduction, whether intentional or unintentional, of (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Online Services themselves; and (ii) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Online Services or the system containing the software code for the Online Services ((i) and (ii) collectively, “Malicious Code”).  You agree to take all necessary actions and precautions to prevent the introduction and proliferation of any Malicious Code into those systems that interact with the Online Services.  You will be held strictly liable for decreased effectiveness or efficiency of, or for any errors and omissions arising out of the use of, the Online Services provided to you or our other clients as a result of any violation of the foregoing.
(e)    The risk profiling software which is a part of the Online Services is not being made available for the purpose of providing investment or other advice to you or any other party, and no information or material available on or through these Online Services is to be relied upon for the purpose of making or communicating investment or other decisions.  Neither the information nor any opinion contained on these Online Services or any other web site, web page, online service or any other electronic service constitutes investment advice or a solicitation by us or our affiliates for the purchase or sale of any securities, futures, options or other financial instruments or a solicitation to provide any investment advice or service. 

8.    NO WARRANTIES; LIMITATION OF LIABILITY

THE ONLINE SERVICES AND ALL INFORMATION, SOFTWARE, AND OTHER MATERIALS PROVIDED THROUGH THE ONLINE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND.  WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.  WE DO NOT GUARANTEE THE SECURITY OF THE ONLINE SERVICES OR THE PREVENTION FROM LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO, YOUR ACCOUNT INFORMATION OR DATA, OR THAT THE ONLINE SERVICES WILL BE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.  WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER RELATING TO OR RESULTING FROM THE USE OR INABILITY TO USE THE ONLINE SERVICES, MISTAKES, OMISSIONS, SERVICE INTERRUPTIONS, DELETION OF FILES, LOSS OR MODIFICATION OF CONTENT OR DATA, ERRORS, DEFECTS, MISDELIVERIES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, COMMUNICATION FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO ANY SERVER, RECORDS, PROGRAMS, OR SERVICES, WHETHER OR NOT LIMITED TO CIRCUMSTANCES BEYOND OUR CONTROL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR OR THEIR PARTNERS, PRINCIPALS, LICENSORS, SUPPLIERS, CONTRACTORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, AGENTS, AND/OR EMPLOYEES BE LIABLE FOR ANY DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING IN CONNECTION WITH THE ONLINE SERVICES, INCLUDING WITH RESPECT TO THE THIRD PARTY MATERIALS, OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE ONLINE SERVICES, INCLUDING WITHOUT LIMITATION DAMAGES FOR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, OR LOSS OR MODIFICATION OF CONTENT OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NO THIRD PARTY SHALL HAVE ANY RIGHT OR CLAIM UNDER THESE TERMS.

9.    INDEMNIFICATION

You agree to indemnify, defend and hold us and our suppliers harmless against any Losses, incurred as a result of your breach of these Terms, or your unauthorized use of the content of the Online Services.  For avoidance of doubt, you hereby acknowledge that the provisions in the applicable Client Agreement(s) related to your indemnification of us and any limitations on our liability and responsibilities to you shall also be applicable to your use of the Online Services and the Terms, and are hereby expressly incorporated herein.  The provisions of this paragraph shall survive the termination of the applicable Client Agreement(s). 

10.    CHANGES

10.1    Changes in Products and Services.  WE OR OUR SUPPLIERS MAY DISCONTINUE OR MAKE CHANGES IN PRODUCTS, SERVICES (INCLUDING, BUT NOT LIMITED TO, THE ONLINE SERVICES) AND INFORMATION PROVIDED THROUGH SUCH PRODUCTS AND SERVICES AT ANY TIME WITHOUT NOTICE. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND WE DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION.  Your eligibility for particular products and services is subject to our final determination and acceptance. 

10.2    Changes to the Online Terms and Conditions.  We will inform you of any changes in these Terms by posting notices of such changes on WAML WorldView or its successor.  We will provide you with notices of such changes at least fifteen (15) days in advance except when a shorter notice period is required, in which case we will provide you with as much prior notice as is reasonably possible under the circumstances.  Continued use of the Online Services following the effective date of any such changes will be deemed your acceptance of and agreement to such changes.  

11.    PRIVACY POLICY
Any personal information provided by you through the Online Services will be handled in accordance with the WAML online privacy policy, which is incorporated herein by reference in its entirety.   

12.    COOKIE POLICY

The portions of WAML’s website where these Terms appear and the Online Services each employ cookies in their operation.  By using such website and the Online Services you agree to the placement of cookies on your computer in accordance with the terms of the WAML cookie policy, which is incorporated herein by reference in its entirety.   

If you do not wish to accept cookies from this website or the Online Services please either disable cookies in your web browser or refrain from using this site.

Product Specific Terms

As described above, your use of any product or service referenced below is subject to the applicable Product Specific Terms listed below with respect to such use, which are expressly incorporated herein by reference.

A.    WAML FX

1.    FX Terms and Conditions

2.    FX Trading Platform Terms