Legal Disclosures & Disclaimers

Table of Contents

Terms and Conditions

Use of Service

Use Subject to Agreements: Use of this site and the products and services available through it (“Service”) is subject to these disclosures and disclaimers. If you are a customer, use of the Service is also subject to various agreements with Vision, including the Customer Agreement and all applicable Supplements. The current versions of agreements are available for viewing and printing on this Web site. As used in these disclosures and disclaimers “Vision” refers to Vision Financial Markets LLC and its affiliates, and their respective officers, directors, members, partners and employees. If there is an inconsistency between these disclosures and disclaimers and the other agreements that you may have with Vision, the terms of those other agreements will control.

Customer Agreement

  1. Vision Brokerage Services, LLC , hereby grants you a nonexclusive, nontransferable license for the term of this Agreement to access and use, Company Internet-based securities trading service, as may be amended from time to time (the “Product”). The Product is available through the World Wide Web protocol of the Internet, and allows you to obtain information concerning your brokerage account with Company, enter orders in such account to buy and sell certain securities, stock options and mutual funds, and obtain quotations and other information (some of which may be provided by third parties. You agree not to assign, sublicense or otherwise convey or transfer your rights under this Agreement to another person or entity. Though orders are usually routed to the marketplace within seconds, certain orders, at Company’s sole discretion, may be subject to manual review and entry, which may cause delays in the processing of your orders. You also understand that you will receive the price at which your order executes in the marketplace, which may be different from the price at which the security or option is trading when your order is entered into the Product. When you place a request to cancel an order, the cancellation of that order is not guaranteed. Your order will only be canceled if your request is received in the marketplace and matched up with your order before your order executes. Market orders are subject to immediate execution. During market hours, it is rarely possible to cancel your market order. Please do not assume that any order has been executed or canceled until you have received a transaction confirmation from Company. Also, please be aware that Company, from time to time, receives late reports from exchanges and market makers reporting the status of transactions. Accordingly, you will be subject to late reports related to orders that were previously unreported to you or reported to you as being expired, canceled, or executed. In addition, any reporting or posting errors, including errors in execution prices, will be corrected to reflect what actually occurred in the marketplace.
  2. You shall be the only authorized user of the Product under this Agreement. Data, information and services accessible through the Product may be displayed, reformatted and printed for your personal, noncommercial use only. You agree to keep confidential and not cause or permit such data, information or services to be published, broadcast, retransmitted, reproduced, commercially exploited or otherwise re- disseminated. You agree not to create any derivative works (including databases) based on the Product or any data, information or services contained therein.
  3. You understand that all the terms and conditions of your Customer Account Agreement with Company and Company’s Agreement with its clearing agent, Vision Financial Markets LLC (“Licensor”), including margin and options agreements, if applicable and any applicable prospectus, control the operation of your account hereunder and those terms and conditions are incorporated herein by reference. You acknowledge the Product may involve the transmission to you of information that may be considered personal financial information, including but not limited to the identity and number of shares that you trade and the net dollar price for the shares. You acknowledge that Company cannot assure the security of electronic transmission of such information over the Internet. You consent to the transmission by electronic means of such information through the Product, such consent shall be effective at all times that you use the Product.
  4. Your use of the Product requires your receipt from Company and use of a unique identification number (“ID”) and associated password (“Password”). You hereby agree to maintain your ID and Password in strict confidence. You understand that you shall be solely responsible for all orders entered through the Product using your ID and Password. Company may at all times rely upon and act in accordance with any instructions or inquiries, whether written, oral, electronic, or otherwise. All instructions communicated to us using your ID and Password will be considered to have been sent by you. Due to the nature of the Internet, the limited security mechanisms associated with the Product and the inherent limitations of such mechanisms, Company cannot ensure the privacy, security or authenticity of your communications with the Product. Accordingly, you must assess whether the use of the Product or the Internet is adequately secure to meet your particular needs. Further information on this topic may be obtained from Company. The use and storage of any information, including without limitation, the ID, the Password, portfolio information, transaction activity, account balances, and any other information or orders available on your personal computer, is at your own risk and is your sole responsibility. You are responsible for providing and maintaining the communications equipment (including personal computers and modems) and telephone or alternative services required for accessing and using the Product and for all communications service fees and charges incurred by you in accessing the Product.
  5. You agree that any request to enter an order given by you and any information furnished to you through the use of the Product shall be subject to the following terms and conditions
    1. If a request to enter an order has been sent to Company through the Product and you did not receive acknowledgment that the request was successfully transmitted and/or receive a message stating that you must call Company, you shall immediately call Company.
    2. If a request to enter an order has been placed through the Product and you have not received an accurate written confirmation of the order or of its execution within five (5) business days, you shall immediately notify Company.
    3. If you have received confirmation of an order which you did not place or any similar conflicting report, you shall immediately notify Company.
    4. You shall immediately notify Company if there is unauthorized use of your ID, Password or other security data.
    5. You shall immediately notify Company if there is a discrepancy in the account balance, stock position or order status associated with any of your accounts.
    6. You shall immediately notify Company of any other type of discrepancy or suspicious or unexplained occurrence relating to the Product.
  6. All notifications to Company pertaining to this Agreement should be sent directly to Company at its main offices unless otherwise specified. As a condition of being approved to use the Product you represent and agree that the following statements are and will continue to be true for so long as you have access to the Product:
    1. You will not use or distribute any information or market data that you access through the Product that is provided by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify Company if you intend to do so, and, if such retransmission rights can be obtained, to pay any additional charges in connection therewith.
    2. You will use the information that you access through the Product solely in connection with your brokerage account with Company and not in connection with your trade or business activities.
    3. If you are 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, agent, or associated person of any of the foregoing, you will not perform functions related to securities or commodities futures trading or business activities
    4. If you are employed by a bank or insurance company or an affiliate of either to perform functions related to securities or commodity futures trading activity, you will not perform functions related to securities or commodities futures trading or business activities except with respect to your brokerage account with Company.
    5. Your use of the Product or certain features and functions of the Product may be subject to certain Fees imposed by Company. Company will notify you of such Fees, if applicable.
    6. You understand that each participating national securities exchange or association asserts a proprietary interest in all of the market data it furnishes to the parties that disseminate the data. You also understand that neither any participating national securities exchange or association nor any supplier of market data guarantees the timeliness, sequence, accuracy or completeness of market data or any other market information or messages disseminated by any party. No disseminating party shall be liable in any way, and you agree to indemnify and hold harmless each such party, 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) nonperformance, or (iii) interruption of any such data, information or message, due either to any act or omission not constituting gross negligence or willful misconduct by any disseminating party or to any “force majeure” (i.e., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, telecommunications or power failure, equipment or software malfunction) or any other cause beyond the reasonable control of any disseminating party.
    7. The Product includes facts, analysis and recommendations of certain persons and entities. Company does not guarantee the accuracy, completeness or timeliness of, or otherwise endorse, these analyses or recommendations, give investment advice, or advocate the purchase or sale of any security through this product.
  7. Although Company makes available to you information through this Product (which may or may not assist you in your investment decisions), you agree that all orders are at your sole risk and have not been solicited by Company (unless otherwise marked on the transaction confirmation) nor any of its information providers. Further, you understand that neither Company nor its agents provide tax or legal advice for any specific investment product you procure with the Product.
  8. Company offers you various ways of accessing the Product, including telephone and online services. You agree that should you experience any problems in reaching Company through any particular method, you will attempt to use alternate methods to communicate with Company.
  9. By providing the availability to place trades electronically, Company does not recommend, endorse, or promote what is commonly referred to as a “day trading strategy.” The term “day-trading strategy” includes an overall trading strategy characterized by the regular transmission by a customer of intra-day orders to effect both purchase and sale transactions in the same security or securities.
  10. As provided in Sections 10 and 11 below, you understand that Company will not be liable for lost profits, trading losses, or other damages resulting from the delay or loss of use of the Product, defective or unavailable market data, erroneous or duplicate transactions.
  11. THE PRODUCT MAY CONTAIN TECHNICAL AND OTHER ERRORS AND LIMITATIONS AND IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY AND ITS LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, SECURITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCT AND ALL INFORMATION MADE AVAILABLE THROUGH THE PRODUCT. THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE PRODUCT, INCLUDING THE ENTRY OF ORDERS TO SELL AND BUY SECURITIES, IS ASSUMED BY YOU. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
  12. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL COMPANY, ITS LICENSORS OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE PRODUCT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS ARISING OUT OF THE USE, RESULTS OF USE, OR INABILITY TO USE THE PRODUCT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMIT MAY NOT APPLY TO YOU.
  13. You acknowledge that the Company and its Licensors and others are relying on your entering into this agreement and their receiving the benefit of the provisions set forth in this Agreement.
  14. This Agreement, and your rights hereunder, may be terminated by Company at any time. In the event of termination, Company will immediately notify you in writing. Your access to the Product, and your ability to place orders through the Product, will cease as of the effective date of termination. Termination of your Customer Account with Company shall be deemed a cancellation of all of your outstanding orders, if any, submitted before the effective date of such termination of your Customer Account with Company.
  15. This Agreement shall be governed by the laws of the state of New York, excluding its conflicts of law provisions.
  16. This Agreement is the complete and exclusive statement of obligations and responsibilities of Company and its licensors to you and supersedes any other agreement or understanding, whether written or oral, by or on behalf of Company relating to the provision and use of the Product.
  17. Company may revise the terms of this Agreement. When the terms are revised, Company will notify you by posting a revised version of the Agreement. Your use of the Product under the revised terms requires your affirmative acceptance of such terms by clicking the “Accept” button before accessing the Product. If any provision of this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

NYSE Agreement
NYSE END-USER AGREEMENT

“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 New York Stock Exchange (“NYSE”) or 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 of nature” (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.ACCEPTED AND AGREED: I, the “Subscriber” to which the preceding terms and conditions refer, acknowledge that I have read the preceding terms and conditions of this Section 1, that I understand them and that I hereby manifest my assent to, and my agreement to comply with, those terms and conditions by “clicking” on the “I Accept” box at the bottom of the NYSE agreement.

SECTION 2: NONPROFESSIONAL SUBSCRIBER

  1. NONPROFESSIONAL SUBSCRIBER DEFINITION – “Nonprofessional Subscriber” means any natural person whom Vendor has determined to qualify as a “Nonprofessional Subscriber” and who is not:
    1. 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.
    2. 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
    3. 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.
  2. PERMITTED USE – If Subscriber is a Nonprofessional Subscriber, he or she shall receive Market Data solely for his or her personal, non-business use.
  3. CERTIFICATION – By clicking on the “I agree” button at the bottom of the agreement, Subscriber hereby certifies that he or she falls within Paragraph 9’s definition of “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 of this Section 2, that I understand them and that I hereby manifest my assent to, and my agreement to comply with, those terms and conditions by “clicking” on the “I Accept” box at the bottom of the NYSE agreement.

NASDAQ User Agreement for Real-Time Quotes
On-Line NASDAQ Subscriber Agreement

DISCLOSURE – PLEASE READ
Subscribers must sign a contract entitled The NASDAQ Stock Market, Inc. (“NASDAQ”) Subscriber Agreement (“Agreement”) in order to receive Information [see definition in Paragraph [1] of the Agreement] 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.

RESTRICTIONS ON USES & TRANSFER: 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]

NO IMPLIED OR STATUTORY WARRANTIES OR DUTIES: All warranties and duties (if any) are eliminated. There are no express warranties except for a Limited Warranty regarding efforts only. STOCK QUOTES MIGHT NOT BE CURRENT OR ACCURATE. [Paragraph 9]

SUBSCRIBERS PROVIDE AN INDEMNITY: Subscriber 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 of 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 pursuant to an Agreement procedure 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. [Paragraph 1 and Paragraph 17]

  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:
    1. 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;
    2. 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,
    3. 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.

  1. Subscriber is granted the right to receive from NASDAQ the Information under the terms stated herein or in the NASD Rules.”NASD 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 NASD 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.
  2. 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 NASD Rule. Professional Subscribers may, on a non-continuous basis, furnish limited amounts of the Information to customers: 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.
  3. 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.
  4. 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 NASD 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.
  5. Subscriber acknowledges that NASDAQ, 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 notice.”
  6. 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.
  7. 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.
  8. 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 WILL 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 IN THIS AGREEMENT OR IN NASDAQ’S AGREEMENT WITH THE VENDOR), SUBSCRIBER’S OR ANY OTHER PERSON’S EXCLUSIVE REMEDY AGAINST NASDAQ SHALL BE.
    1. 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,
    2. 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 WITH 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.

  1. NASDAQ’S LIMITATION OF LIABILITY.
    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. SUBSCRIBER AND NASDAQ UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND LIMITATION OF LIABILITY.
  2. 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.
  3. 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.
  4. 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:
    1. any noncompliance by Subscriber with the terms and conditions hereof;
    2. any third-party actions related to Subscriber’s receipt and use of the Information, whether authorized or unauthorized under the Agreement.
  5. 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 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).
  6. 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).
  7. 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 between NASDAQ and Subscriber.
  8. 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.
  9. NASDAQ does not endorse or approve any equipment, Vendor, or Vendor’s Service.
  10. 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.
  11. 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, Trading and Market Services

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.

  1. 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.
  2. 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.
  3. 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.

Anti-Money Laundering Policy

Vision recognizes that the USA Patriot Act, as amended from time to time (the “Act”), imposes important obligations on all financial firms for the detection, deterrence and reporting of money laundering activities. It has established the following policies to help the government fight the funding of terrorism and money laundering activities. Therefore, Federal law requires, Vision as a financial institutions to obtain, verify and record information that identifies each person who opens an account. This following are answers to some frequently asked questions about how Vision does this through its Customer Identification Program (CIP).

What types of information will I need to provide?

When you open an account, Vision is required to collect information such as the following from you:

  • your name, address and date of birth,
  • identification number: (a) US Citizen: taxpayer identification number (social security number or employee identification number), or (b) Non-US Citizen: taxpayer identification number,
  • passport number and country of issuance, alien identification card number, or government- issued identification showing nationality, residence, and a photograph of you.

You may also need to show:

  • a driver’s license or other identifying documents.

A corporation, partnership, trust or other legal entity may need to provide other information such as:

  • its principal place of business, local office,
  • employer identification number,
  • certified articles of incorporation or other formation document,
  • government issued business license,
  • a partnership agreement or a trust agreement.

US Department of the Treasury, Securities and Exchange Commission, FINRA and NYSE regulations currently require you to provide additional information, such as:

  • net worth,
  • annual income,
  • occupation, employment information,
  • investment experience and objectives, and
  • risk tolerance.

What happens if I don’t provide the information requested or my identity can’t be verified?

Vision may not be able to open an account or process transactions for you. If Vision has already opened an account for you, it may be closed.

Vision will comply with all trade and economic sanctions imposed by the US Office of Foreign Assets Control against targeted foreign countries and shall cooperate fully with government agencies, self-regulatory organizations and law enforcement officials. As provided by the Act, Vision may supply information about former, current or prospective customers to such bodies.

Risks Associated with Using Margin

Vision is furnishing this information to you to provide facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account. Before trading securities in a margin account, you should understand these risks and carefully review Vision’s Margin Supplement. Consult your financial advisor or Vision’s Client Services team regarding any questions or concerns you may have with your margin account or margin generally.

When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from Vision If you choose to borrow funds from Vision, you will open a margin account with us. The securities purchased are the firm’s collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, Vision can take action, such as issue a margin call and/or sell securities or other assets in any of your accounts held with the member, in order to maintain the required equity in the account.

It is important that you fully understand the risks involved in trading securities on margin. These risks include the following:

  • You can lose more funds than you deposit in your account(s). If the securities you purchased on margin decline in value, you will be required to provide additional securities or cash to Vision to avoid the forced sale of the securities or other assets in your account(s).
  • Vision can force the sale of securities or other assets in your account(s). If the equity in your account falls below the maintenance margin requirements under the law, or Vision’s higher “house” requirements, we can sell the securities or other assets in any of your accounts held at Vision to cover the margin deficiency. You also will be responsible for making up any short fall in the account after such a sale.
  • Vision can sell your securities or other assets without contacting you. Some investors mistakenly believe that Vision must contact them for a margin call to be valid, and that Vision cannot liquidate securities or other assets in their accounts to meet the call unless Vision has contacted them first. This is not the case. Vision will attempt to notify customers of margin calls, but we are not required to do so. However, even if Vision has contacted you and provided a specific date by which you can meet a margin call, we can still take necessary steps to protect our financial interests, including immediately selling the securities or other assets without notice to you.
  • You are not entitled to choose which securities or other assets in your account(s) are liquated or sold to meet a margin call. Because the securities are collateral for Vision’s margin loan to you, Vision has the right to decide which securities to sell in order to protect our interests.
  • Vision can increase its “house” maintenance margin requirements at any time and is not required to provide you advance written notice. These changes in Vision’s policy often take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause us to liquidate or sell securities in your account(s).
  • You are not entitled to an extension on time on a margin call. While Vision may grant you an extension of time to meet margin requirements, we are not required to do so and you do not have a right to an extension.
  • Short selling is a margin account transaction and entails the same risks as described above. Vision can use your account(s) to buy securities to cover a short position without contacting you. If you don’t have sufficient assets, you are responsible for the shortfall and collection costs.
  • Vision can loan out (to itself or others) the securities that collateralized your margin borrowing. If we do, you may not be entitled to receive, with respect to securities that are lent, certain benefits that normally accrue to a securities owner, such as the ability to exercise voting rights, or to receive interest, dividends or other distributions. Although you may receive substitute payments in lieu of distributions, these payments may not receive the same tax treatments as actual interest, dividends or other distributions, and you may therefore incur additional tax liability for substitute payments. Vision may allocate substitute payments by lottery or in any other manner permitted by law, rule or regulation. Please note that any substitute payments Vision makes are voluntary, and may be discontinued at any time.
  • Checkwriting, cards and bill payment services may increase your risk of a margin call. If Vision provides any of these services to you, any debits that are posted to your account(s) when no income or account assets are available will increase your margin balance.
  • The IRS requires Broker Dealers to treat dividend payments on loaned securities positions as a “substitute payment” in lieu of a dividend. However, please note that Vision does not provide tax advice and recommends that you consult with a tax professional.

Risks Associated with Trading Options

Vision is furnishing this information to you to provide facts about trading options, and to alert you to the risks involved. Before trading options, you should understand these risks and carefully review Vision’s Options Supplement. The information below is not intended to enumerate all of the risks entailed in trading options. It is expected that you will read the booklet entitled “Characteristics and Risks of Standardized Options” (see www.theocc.com). In particular, please direct your attention to Chapter X, “Principal Risks of Options Positions.”

Risk of Buying Options: An option buyer (holder) runs the risk of losing the entire amount paid for the option in a relatively short period of time. The risk reflects the nature of an option as a wasting asset which becomes worthless when it expires. An option holder who neither sells his option in the secondary market nor exercises it prior to its expiration will lose his entire investment in the option. The more an option is out-of-the-money and the shorter the time remaining to expiration the greater the risk that an option holder will lose all or part of his investment in the option.

Risk of Covered Call Writing: The writer of a covered call forgoes the opportunity to benefit from an increase in the value of the underlying instrument above the option price, but continues to bear the risk of a decline in the value of the underlying instrument.

Special Risks for Uncovered Option Writers: There are special risks associated with uncovered option writing which expose the investor to potentially significant loss. Therefore, this type of strategy may not be suitable for all customers approved for options transactions. These risks include:

(a) The potential loss of uncovered call writing is unlimited. The writer of an uncovered call is in an extremely risky position, and may incur large losses if the value of the underlying instrument increases above the exercise price.

(b) As with writing uncovered calls, the risk of writing uncovered put options is substantial. The writer of an uncovered put option bears a risk of loss if the value of the underlying instrument declines below the exercise price. Such loss could be substantial if there is a significant decline in the value of the underlying instrument.

(c) Uncovered option writing is thus suitable only for the knowledgeable investor who understands the risks, has the financial capacity and willingness to incur potentially substantial losses, and has sufficient liquid assets to meet applicable margin requirements. In this regard, if the value of the underlying instrument moves against an uncovered writer’s options position, Vision may request significant additional margin payments from you. If you do not make such margin payments, Vision may liquidate stock or options positions in your account, with little or no prior notice in accordance with your margin agreement.

(d) For combination writing, where the investor writes both a put and a call on the same underlying instrument, the potential risk is unlimited.

(e) If a secondary market in options were to become unavailable, investors could not engage in closing transactions, and an option writer would remain obligated until expiration or assignment.

(f) The writer of an “American-style” option is subject to being assigned an exercise (i.e., having the option exercised) at any time after he has written the option until the option expires. By contrast, the writer of a “European-style” option is subject to exercise assignment only during the exercise period.

Extended Hours Trading Risk Disclosure

Risk of Lower Liquidity

Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or sell securities, and as a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower levels of liquidity in extended hours trading as compared to regular market hours. As a result, your order may only be partially executed, or not at all.

Risk of Higher Volatility

Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. There may be greater levels of volatility in extended hours trading than in regular market hours. As a result, your order may only be partially executed, or not at all, or you may receive an inferior price in extended hours trading to what you might receive during regular market hours.

Risk of Changing Prices

The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of the next morning. As a result, you may receive an inferior price in extended hours trading to what you might receive during regular market hours.

Risk of Unlinked Markets

Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours systems may not reflect the prices on other concurrently operating extended hours trading systems dealing in the same securities. Accordingly, you may receive an inferior price on one extended hours trading system than you might receive on another extended hours trading system.

Risk of News Announcements

Normally, issuers release news announcements that may affect the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.

Risk of Wider Spreads

The spread refers to the difference in price between what you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security.

Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Indicative Value (“IIV”)

For certain Derivative Securities Products, an updated underlying index value, or IIV, may not be calculated or publicly disseminated in extended trading hours. Since the underlying index value and IIV are not calculated or widely disseminated during the pre-market and post-market sessions an investor who is unable to calculate implied values for certain Derivative Securities Products in those sessions may be at a disadvantage to market professionals.

Day Trading Risk Disclosure

You should consider the following points before engaging in a day-trading strategy. For purpose of this notice, a “day trading strategy” means an overall trading strategy characterized by the regular transmission by a customer of intra-day orders to effect both purchase and sale transactions in the same security or securities.

  • Day trading can be extremely risky. Day trading, generally, is not appropriate for someone of limited resources and limited investment or trading experience and low risk tolerance. You should be prepared to lose all of the funds that you use for day trading. In particular, you should not fund day-trading activities with retirement savings, student loans, second mortgages, emergency funds, funds set aside for purposes such as education or home ownership or funds required to meet your living expenses. Further, certain evidence indicates that an investment of less than $50,000 will significantly impair the ability of a day trader to make a profit. Of course, an investment of $50,000 or more in no way guarantees success.
  • Be cautious of claims of large profits from day trading. You should be wary of advertisements or other statements that emphasize the potential for large profits as a result of day trading. Day trading can lead to large and immediate financial losses.
  • Day trading requires knowledge of securities markets. Day trading requires in-depth knowledge of the securities markets and trading techniques and strategies. In attempting to profit through day trading, you must compete with professional, licensed traders employed by securities firms. You should have appropriate experience before engaging in day trading.
  • Day trading requires knowledge of a firm’s operations. You should be familiar with a securities firm’s business practices, including the operation of the firm’s order execution systems and procedures. Under certain market conditions, you may find it difficult or impossible to liquidate a position quickly at a reasonable price. This can occur, for example, when the market for a stock suddenly drops, or if trading is halted due to recent news events or unusual trading activity. The more volatile a stock is, the greater the likelihood that problems may be encountered in executing a transaction. In addition to normal market risks, you may experience losses due to system failures.
  • Day trading will generate substantial commissions, even if the per trade cost is low. Day trading involves aggressive trading, and generally you will pay commissions on each trade. The total daily commissions that you pay on your trades will add to your losses or significantly reduce your earnings. For instance, assuming that a trade costs $16 and an average of 29 transactions are conducted per day, an investor would need to generate an annual profit of $111,360 just to cover commission expenses.
  • Day trading on margin or short selling may result in losses beyond your initial investment. When you day trade with funds borrowed from a firm or someone else, you can lose more than the funds you originally placed at risk. A decline in the value of the securities that are purchased may require you to provide additional funds to the firm to avoid the forced sale of those securities or other securities in your account. Short selling as part of your day trading strategy also may lead to extraordinary losses, because you may have to purchase a stock at a very high price in order to cover a short position.
  • Potential Registration Requirements. Persons providing investment advice for others or managing securities accounts for others may need to register as either an “Investment Advisor” under the Investment Advisors Act of 1940 or as a “Broker” or “Dealer” under the Securities Exchange Act of 1934. Such activities may also trigger state registration requirements.

Penny Stock Risk Disclosure

This statement is required by the U.S. Securities and Exchange Commission (SEC) and contains important information on penny stocks. You are urged to read it before making a purchase or sale.

Penny stocks can be very risky.

Penny stocks are low-priced shares of small companies not traded on an exchange or quoted on NASDAQ. Prices often are not available. Investors in penny stocks often are unable to sell stock back to the dealer that sold them the stock. Thus, you may lose your investment. Be cautious of newly issued penny stock.

Your salesperson is not an impartial advisor but is paid to sell you the stock. Do not rely only on the salesperson, but seek outside advice before you buy any stock. If you have problems with a salesperson, contact the firm’s compliance officer or the regulators listed below.

Information you should get.

Before you buy penny stock, federal law requires your salesperson to tell you the “offer” and the “bid” on the stock, and the “compensation” the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to you after the trade.

You will need this price information to determine what profit, if any, you will have when you sell your stock. The offer price is the wholesale price at which the dealer is willing to sell stock to other dealers. The bid price is the wholesale price at which the dealer is willing to buy the stock from other dealers. In its trade with you, the dealer may add a retail charge to these wholesale prices as compensation (called a “markup” or “mark-down”).

The difference between the bid and the offer price is the dealer’s “spread.” A spread that is large compared with the purchase price can make a resale of a stock very costly. To be profitable when you sell, the bid price of your stock must rise above the amount of this spread and the compensation charged by both your selling and purchasing dealers. If the dealer has no bid price, you may not be able to sell the stock after you buy it, and may lose your whole investment.

Brokers’ duties and customer’s rights and remedies.

If you are a victim of fraud, you may have rights and remedies under state and federal law. You can get the disciplinary history of a salesperson or firm from the Financial Industry Regulatory Authority (FINRA) at 1-800-289-9999, and additional information from your state securities official, at the North American Securities Administrators Association’s central number: (202) 737-0900. You also may contact the SEC with complaints at (202) 272-7440.

FURTHER INFORMATION

THE SECURITIES BEING SOLD TO YOU HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION. MOREOVER, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR THE MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN ANY PROSPECTUS OR ANY OTHER INFORMATION PROVIDED BY AN ISSUER OR A BROKER OR DEALER.

Generally, penny stock is a security that:

  • Is priced under five dollars;
  • Is net traded on a national stock exchange or on NASDAQ (the FINRA’s automated quotation system for actively traded stocks);
  • May be listed in the “pink sheets” or the FINRA OTC Bulletin Board;
  • Is issued by a company that has less than $5 million in net tangible assets and has been in business less than three years, by a company that has under $2 million in net tangible assets and has been in business for at least three years, or by a company that has revenues of $6 million for three years.

Use caution when investing in penny stocks:

  1. Do not make a hurried investment decision. High-pressure sales techniques can be a warning sign of fraud. The salesperson is not an impartial advisor, but is paid for selling stock to you. The salesperson also does not have to watch your investment for you. Thus, you should think over the offer and seek outside advice. Check to see if the information given by the salesperson differs from other information you may have. Also, it is illegal for salespersons to promise that a stock will increase in value or is risk-free, or to guarantee against loss. If you think there is a problem, ask to speak with a compliance official at the firm, and, if necessary, any of the regulators referred to in this statement.
  2. Study the company issuing the stock. Be wary of companies that have no operating history, few assets, or no defined business purpose. These may be sham or “shell” corporations. Read the prospectus for the company carefully before you invest. Some dealers fraudulently solicit investors’ money to buy stock in sham companies, artificially inflate the stock prices, then cash in their profits before public investors can sell their stock.
  3. Understand the risky nature of these stocks. You should be aware that you may lose part or all of your investment. Because of large dealer spreads, you will not be able to sell the stock immediately back to the dealer at the same price it sold the stock to you. In some cases, the stock may fall quickly in value. New companies, whose stock is sold in an “initial public offering,” often are riskier investments. Try to find out if the shares the salesperson wants to sell you are part of such an offering. Your salesperson must give you a “prospectus” in an initial public offering, but the financial condition shown in the prospectus of new companies can change very quickly.
  4. Know the brokerage firm and the salespeople with whom you are dealing. Because of the nature of the market for penny stock, you may have to rely solely on the original brokerage firm that sold you the stock for prices and to buy the stock back from you. Ask FINRA or your state securities regulator, which is a member of the North American Securities Administrators Association, Inc. (NASAA), about the licensing and disciplinary record of the brokerage firm and the salesperson contacting you. The telephone numbers of the FINRA and the NASAA are listed in this “Penny Stock” section.
  5. Be cautious if your salesperson leaves the firm. If the salesperson who sold you the stock leaves his or her firm, the firm may reassign your account to a new salesperson. If you have problems, ask to speak to the firm’s branch office manager or a compliance officer. Although the departing salesperson may ask you to transfer your stock to his or her new firm, you do not have to do so. Get information on the new firm. Be wary of requests to sell your securities when the salesperson transfers to a new firm. Also, you have the right to get your stock certificate from your selling firm. You do not have to leave the certificate with that firm or any other firm.

YOUR RIGHTS

Disclosures to you. Under penalty of federal law, your brokerage firm must tell you the following information at two different times – before you agree to buy or sell a penny stock, and after the trade, by written confirmation:

The bid and offer price quotes for penny stock, and the number of shares to which the quoted prices apply. The bid and offer quotes are the wholesale prices at which dealers trade among themselves. These prices give you an idea of the market value of the stock. The dealer must tell you these price quotes if they appear on an automated quotation system approved by the SEC. If not, the dealer must use its own quotes or trade prices. You should calculate the spread, the difference between the bid and offer quotes, to help decide if buying the stock is a good investment. A lack of quotes may mean that the market among dealers is not active. It thus may be difficult to resell the stock. You also should be aware that the actual price charged to you for the stock may differ from the price quoted to you for 100 shares. You should therefore determine, before you agree to a purchase, what the actual sales price (before the markup) will be for the exact number of shares you want to buy.

The brokerage firm’s compensation for the trade. A markup is the amount a dealer adds to the wholesale offer price of the stock and a markdown is the amount it subtracts from the wholesale bid price of the stock as compensation. A markup/markdown usually serves the same role as a broker’s commission on a trade. Most of the firms in the penny stock market will be dealers, not brokers.

The compensation received by the brokerage firm’s salesperson for the trade. The brokerage firm must disclose to you, as a total sum, the cash compensation of your salesperson for the trade that is known at the time of the trade. The firm must describe in the written confirmation the nature of any other compensation of your salesperson that is unknown at the time of the trade.

In addition to the items listed above, your brokerage firm must send to you:

Monthly account statements. In general, your brokerage firm must send you a monthly statement that gives an estimate of the value of each penny stock in your account, if there is enough information to make an estimate. If the firm has not bought or sold any penny stocks for your account for six months, it can provide these statements every three months.

A Written Statement of Your Financial Situation and Investment Goals. In general, unless you have had an account with your brokerage firm for more than one year, or you have previously bought three different penny stocks from that firm, your brokerage firm must send you a written statement for you to sign that accurately describes your financial situation, your investment experience, and your investment goals, and that contains a statement of why your firm decided that penny stocks are a suitable investment for you. The firm also must get your written consent to buy the penny stock.

Legal remedies. If penny stocks are sold to you in violation of your rights listed above, or other federal or state securities laws, you may be able to cancel your purchase and get your money back. If the stocks are sold in a fraudulent manner, you may be able to sue the persons and firms that caused the fraud for damages. If you have signed an arbitration agreement, however, you may have to pursue your claim through arbitration. You may wish to contact an attorney. The SEC is not authorized to represent individuals in private litigation.

However, to protect yourself and other investors, you should report any violations of your brokerage firm’s duties listed above and other securities laws to the SEC, FINRA, or your state securities administrator at the telephone numbers on the first page of this document. These bodies have the power to stop fraudulent and abusive activity of salespersons and firms engaged in the securities business. Or you can write to the SEC at 100 F St., N.E., Washington, D.C. 20549; FINRA at 1735 K Street, N.W., Washington, D.C. 20006; or NASAA at 555 New Jersey Avenue, N.W., Suite 750, Washington, D.C. 20001. NASAA will give you the telephone number of your state’s securities agency. If there is any disciplinary record of a person or firm, FINRA, NASAA, or your state securities regulator will send you this information if you ask for it.

MARKET INFORMATION

The market for penny stocks. Penny stocks usually are not listed on an exchange or quoted on the NASDAQ system. Instead, they are traded between dealers on the telephone in the “over-the-counter” market. FINRA’s OTC Bulletin Board also will contain information on some penny stocks. At times, however, price information for these stocks is not publicly available.

Market domination. In some cases, only one or two dealers, acting as “market makers,” may be buying and selling a given stock. You should first ask if a firm is acting as a broker (your agent) or as a dealer. A dealer buys stock itself to fill your order or already owns the stock. A market maker is a dealer who holds itself out as ready to buy and sell stock on a regular basis. If the firm is a market maker, ask how many other market makers are dealing in the stock to see if the firm (or group of firms) dominates the market. When there are only one or two market makers, there is a risk that the dealer or group of dealers may control the market in that stock and set prices that are not based on competitive forces. In recent years, some market makers have created fraudulent markets in certain penny stocks, so that stock prices rose suddenly, but collapsed just as quickly, at a loss to investors.

Mark-ups and mark-downs. The actual price that the customer pays usually includes the mark-up or mark-down. Markups and markdowns are direct profits for the firm and its salespeople, so you should be aware of such amounts to assess the overall value of the trade.

The “spread.” The difference between the bid and offer price is the spread. Like a mark-up or mark-down, the spread is another source of profit for the brokerage firm and compensates the firm for the risk of owning the stock. A large spread can make a trade very expensive to an investor. For some penny stocks, the spread between the bid and offer may be a large part of the purchase price of the stock. Where the bid price is much lower than the offer price, the market value of the stock must rise substantially before the stock can be sold at a profit. Moreover, an investor may experience substantial losses if the stock must be sold immediately.

Example: If the bid is $0.04 per share and the offer is $0.10 per share, the spread (difference) is $0.06, which appears to be a small amount. But you would lose $0.06 on every share that you bought for $0.10 if you had to sell that stock immediately to the same firm. If you had invested $5,000 at the $0.10 offer price, the market maker’s repurchase price, at $0.04 bid, would be only $2,000; thus you would lose $3,000, or more than half of your investment, if you decided to sell the stock. In addition, you would have to pay compensation (a “mark-up,” “mark-down,” or commission) to buy and sell the stock.

In addition to the amount of the spread, the price of your stock must rise enough to make up for the compensation that the dealer charged you when it first sold you the stock. Then, when you want to resell the stock, a dealer again will charge compensation, in the form of a markdown. The dealer subtracts the markdown from the price of the stock when it buys the stock from you. Thus, to make a profit, the bid price of your stock must rise above the amount of the original spread, the markup, and the markdown.

Primary offerings. Most penny stocks are sold to the public on an ongoing basis. However, dealers sometimes sell these stocks in initial public offerings. You should pay special attention to stocks of companies that have never been offered to the public before, because the market for these stocks is untested. Because the offering is on a first-time basis, there is generally no market information about the stock to help determine its value. The federal securities laws generally require broker-dealers to give investors a “prospectus,” which contains information about the objectives, management, and financial condition of the issuer. In the absence of market information, investors should read the company’s prospectus with special care to find out if the stocks are a good investment. However, the prospectus is only a description of the current condition of the company. The outlook of the start-up companies described in a prospectus often is very uncertain.

For more information about penny stocks, contact the Office of Filings, Information, and Consumer Services of the U.S. Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549, (202) 272-7440.

Exchange Traded Funds Risk Disclosure

Investors should consider an Exchange Traded Fund’s (ETF’s) investment objective, risks, charges, and expenses carefully before investing. The prospectus, which contains this and other important information, should be read carefully before investing.

ETFs are subject to market risk, including the possible loss of principal. The value of the portfolio will fluctuate with the value of the underlying securities. ETFs trade like a stock, and there will be brokerage commissions associated with buying and selling exchange traded funds unless trading occurs in a fee-based account. ETFs may trade for less than their net asset value.

ETFs may have underlying investment strategy risks similar to investing in commodities, bonds, real estate, international markets or currencies, emerging growth companies, or specific sectors. When investing in bonds, it is important to note that, as interest rates rise, bond prices will fall. Due to their narrow focus, sector-based investments typically exhibit greater volatility. There are special considerations associated with international investing, including the risk of currency fluctuations and political and economic events. Investing in emerging markets may involve greater risk and volatility than investing in more developed countries. When investing in real estate companies, property values can fall due to environmental, economic, or other reasons, and changes in interest rates can negatively impact the performance. The risk of loss in trading commodities and futures can be substantial. The high degree of leverage that is often obtainable in commodity trading can work against you. You should therefore carefully consider whether such trading in ETFs is suitable for you in light of your financial condition.

Non-traditional ETFs (leveraged, inverse, or leveraged-inverse) employ sophisticated financial strategies and instruments, such as leverage, futures, and derivatives, in pursuit of their investment objectives. Leveraged and inverse ETFs are considered risky. The use of leverage and inverse strategies by a fund increases the risk to the fund and magnifies gains or losses on the investment. You could incur significant losses even if the long-term performance of the underlying index shows a gain. Typically, these products have one-day investment objectives, and investors should monitor such funds on a daily basis. The Financial Industry Regulatory Authority (FINRA) and the Securities and Exchange Commission (SEC) seek to warn retail investors of the risks associated with investing in non-traditional ETFs and issued an Investor Alert entitled “Leveraged and Inverse ETFs: Specialized Products with Extra Risks for Buy-and-Hold Investors,” which is available on the FINRA and the SEC web sites.

Risks of non-traditional ETFs are outlined below:

  • Investors should consider their financial ability to afford a significant loss. Non-traditional ETFs are complex products that have the potential for significant loss of principal and are not appropriate for all investors.
  • Investors may lose a significant amount of principal rapidly in these securities. Non-traditional ETFs seek investment results for a single day only. The effect of compounding and market volatility could have a significant impact upon the investment returns.
  • Investors holding non-traditional ETFs over longer periods of time should monitor those positions closely due to the risk of volatility. Non-traditional ETFs may be volatile under certain market conditions.
  • Investors may incur a significant loss even if the index shows a gain over the long term. Non-traditional ETFs are focused on daily investment returns, and their performance over longer periods of time can differ significantly from their stated daily objective.
  • The use of leverage in ETFs can magnify any price movements, resulting in high volatility and potentially significant loss of principal. Non-traditional ETFs use a variety of derivative products in order to seek their performance objectives.
  • Investment returns of non-traditional ETFs may not correlate with price movements in the benchmark currency, commodity, or index the ETF seeks to track. Non-traditional ETFs may suffer losses even though the benchmark currency, commodity, or index has increased in value.
  • Some non-traditional ETFs may have a low trading volume, which could impact an investor’s ability to sell shares quickly.
  • Non-traditional ETFs may be less tax efficient than other Exchange Traded Products. As with any potential investment, an investor should consult with his or her tax advisor and carefully read the prospectus to understand the tax consequences of non-traditional ETFs.

The specific risks associated with a particular ETF are detailed in the fund’s prospectus. Additional risks may include adverse market condition risks, investment strategy risk, aggressive investment techniques risk, concentration risk, correlation risk, counterparty risk, credit risk and lower-quality debt securities risk, energy securities risk, equity securities risk, financial services companies risks, interest rate risk, inverse correlation risk, leverage risk, market risk, non-diversification risk, shorting risk, small and mid-cap company risk, tracking error risk, and special risks of exchange traded funds, among others. Investors should refer to the ETF’s prospectus to obtain a complete discussion of the risks involved in that ETF before investing.

Other resources:

FINRA Non-Traditional ETFs FAQ

FINRA, SEC Warn Retail Investors About Investing in Leveraged or Inverse ETFs

NYSE Informed Investor, What You Should Know About Exchange Traded Funds

SEC Investor Bulletin: Exchange-Traded Funds (ETFs)

SEC Fast Answers, Exchange-Traded Funds

Disclosure Regarding Mutual Fund Breakpoints

A July 2003 report based on the following findings of the Joint NASD Industry Breakpoint Task Force recommends written disclosure regarding mutual fund breakpoints.

Charges, Breakpoints, Fees and Revenue Sharing Relating to Mutual Funds, Money Funds, FDIC-Insured Bank Products and Annuities

Before investing in mutual funds, it is important that you understand the sales charges, expenses, and management fees that you will be charged, as well as the breakpoint discounts to which you may be entitled. Understanding these charges and breakpoint discounts will assist you in identifying the best investment for your particular needs and may help you to reduce the cost of your investment.

Information about charges, discounts, sales charges, expenses, management fees and breakpoint discounts vary from mutual fund to mutual fund. Therefore, you should discuss these matters with your investment professional and review each mutual fund’s prospectus and statement of additional information to obtain the specific information regarding the charges and breakpoint discounts associated with a particular mutual fund.

SIPC Insurance

Vision is a member of the Securities Investor Protection Corporation (“SIPC”), which protects the customer assets of its members up to $500,000 (including a maximum of $250,000 for claims for cash). An explanatory brochure is available upon request or by visiting http://www.sipc.org. This protection does not safeguard against a decline or loss in market value of the securities in your account.

Carrying Agreements

The firm with which you have opened your securities account has retained Vision to provide certain record keeping or operational services. These services, such as the settlement of securities transactions, custody of securities and cash balances, and extension of credit on margin transactions are provided under a Fully Disclosed Clearing Agreement between that firm and Vision. As a member of FINRA, Vision is required (under FINRA Rule 4311) to disclose to you the details of its Fully Disclosed Clearing Agreement with your firm, which are summarized below.

Responsibilities of your firm

Your financial organization has the responsibility to:

  • Approve the opening of your account
  • Obtain necessary documentation to help fight the funding of terrorism and money laundering activities
  • Service and supervise your account through its own personnel in accordance with its own policies, procedures, applicable laws, and regulators
  • Know you and your stated investment objectives
  • Provide appropriate investment advice, recommendations, or management services based on your investment objectives
  • Determine whether particular kinds of transactions such as margin, option, and short sale are appropriate for you
  • Obtain the initial margin as required by Regulation T if a margin account is opened for you
  • Accept and, in certain instances, execute securities orders
  • Know the facts about any orders for the purpose or sales of securities in your account
  • Comply with fair pricing and disclosure responsibilities. (if the firm is a market maker in any securities or otherwise trades as principal with you)
  • Correctly identify and promptly forward funds or securities intended for your account to Vision
  • Supervise the activities of any individual who services your account, resolve any complaints regarding the handling of your account and manage the ongoing relationship that it has with you

Vision has no involvement and assumes no responsibility in all of the above matters relating to the servicing of your account.

Responsibilities of Vision as a clearing firm

Agreement that are provided at the request of Vision and contain specific direction regarding your account. As such, Vision may fulfill the following responsibilities on behalf of your account:

In general Vision is only responsible for the services within the scope of the Fully Disclosed Clearing Agreement that are provided at the request of Vision and contain specific direction regarding your account. As such, Vision may fulfill the following responsibilities on behalf of your account:

  • Create computer based account records
  • Process orders for the purchase, sale or transfer of securities (Vision is not obligated to accept orders directly from you and will do so only at Vision’s discretion in exceptional circumstances)
  • Receive and deliver funds and securities
  • Record such receipts and deliveries according to information provided either by Vision or directly, in writing, by you
  • Hold securities and cash in custody (after it comes into Vision’s physical possession or control)
  • Collect and disburse dividends and interest
  • Process reorganization and voting instructions with respect to securities held in custody
  • Prepare and transmit confirmations of trades to you with the exception of the following transaction which will alternatively appear on account statements:
    • Systemic investments or withdrawals of investment company products
    • Transactions in money market funds that have no purchase or redemption fees
    • Dividend reinvestments
  • Prepare and transmit periodic account statements summarizing transactions
  • Provide your firm with written reports of all transactions processed for your account to enable your firm to carry out its responsibilities under the Fully Disclosed Clearing Agreement
  • Assist you and your firm with any discrepancies or errors that may occur in the processing of transactions

If Vision opened a Margin account for you, Vision may:

  • Loan you money for the purpose of purchasing or holding securities (subject to the terms of Vision’s, margin agreement, margin policies and applicable margin regulations)
  • Calculate the amount of maintenance margin required and advise you of those requirements (usually through Vision)
  • Calculate any interest charged on your debit balance

Vision maintains the books and records required by law and business practice. The Fully Disclosed Clearing Agreement does not encompass transactions in investments other than marketable securities, which Vision normally processes on recognized exchanges and over-the-counter (“OTC”) markets. In furnishing Vision services under the Fully Disclosed Clearing Agreement, Vision may use and rely upon the services of clearing agencies, automatic data processing vendors, proxy processing, transfer agents, securities pricing services and other similar organizations. This document addresses the basic allocation of functions regarding the handling of your account. It is not meant as a definite enumeration of every possible circumstance, but only as a general disclosure.

Vision does not control, audit, or otherwise supervise the activities of your firm or its employees. Vision does not verify information provided by Vision regarding your account or transactions processed for your account. Vision does not undertake responsibilities for reviewing the appropriateness of transactions entered by Vision on your behalf.

No Tax Advice Implied

All information available through this Service that describes tax rates, tax gains or losses, long term versus short term tax treatment and any other information relating in any way to tax events, tax rates, the tax exempt or taxable nature of a particular security or securities in general or any other tax information is for general guidance only and, except for official Form 1099s, should not be used for tax purposes. This information is not intended and should not be construed as tax, accounting or legal advice. Please consult with your tax advisor regarding the tax consequences of your investment decisions before acting based on this information. The cost basis and acquisition dates for securities delivered into your Vision account after purchase were provided by you or a third party. As a result even though this information may be displayed on the site and may be used in various calculations made with respect to your portfolio or trades (including tax lots reporting or trading) Vision makes no representation as to the accuracy of such information. Realized and unrealized gains and loss values do not include securities for which cost basis is unavailable. Also, the site will not take into account the effect on tax lots of losses disallowed under the wash sale rules, constructive sales, straddles or similar tax rules. Further, please note that this tax information does not update on a real-time basis.

Important Information about Online Trading and Other Online Activities

You are responsible for all account activity attributable to your password. You represent and agree that your password is personal to you and you will ensure that the password is known only to you and will not be made available to any other person. You agree to discontinue use of your password and to advise Vision immediately if you know or suspect that someone else may be using your password. You understand that, if your access privileges were granted because of your relationship to the account owner or your employment, and that relationship or employment ends, your access privileges will also end.

Order Execution: Be aware that submitting a trade through the Internet or in any other online or electronic manner is not the same as having that trade immediately or automatically accepted or executed. Although the Service may allow for the electronic entry of orders to buy or sell certain securities, the mere entry of those orders does not necessarily mean that the order will be automatically executed, manually executed or even accepted for that matter. The orders must still be routed to an exchange or market or an appropriate trading desk for execution. Subject to the terms of an order, the method of execution of that order is at the sole discretion of Vision. Vision may reject an order for any reason, including: market conditions; regulatory restrictions or restrictions imposed by Vision with respect to transactions in the particular security; insufficient funds in your account; pending proprietary or customer orders in the same security; system outages; capacity limitations; or because you are trying to sell short a hard-to-borrow security that is not approved by our stock loan department or for which a locate cannot be obtained. Also, please note that in rare circumstances, your order can be rejected at the exchange, in which case it will not be executed even if initially accepted by this Web site.

System Outages, Slowdowns and Capacity Limitations/Delays in Executions and Trade Reports: The Internet and other electronic and wireless services have increased the ease and convenience of placing orders for securities. You should not assume, however, that these delivery mechanisms will always be available. If you trade online, you may have difficulty accessing your account(s) due to a host of reasons, including high Internet traffic, transmission problems, or because of systems capacity limitations. Any computer system or other electronic device, whether it is yours, your Internet service provider’s, or the computer systems at Vision or other third party providers, can experience unanticipated outages, slowdowns or have capacity limitations. In such circumstances, you should contact your Financial Advisor or Vision’s Client Services team for assistance.

Limitation of Liability; Indemnity: Vision, its directors, partners, officers, members, affiliates, employees and agents (each a “Related Party”) shall have no liability, contingent or otherwise, to you or to third parties, as a result of the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Service or as a result of delays or omissions of the Service, or as a result of the failure of any connection or communication service to provide or maintain your access to the Service, or as a result of any interruption in or disruption of your access or any erroneous communications between us and you, or between you and any third party when you are using the Service. We are not liable for any special, indirect, incidental or consequential damages (including, loss of profit, loss of use, loss of cost or other savings or loss of goodwill or reputation) which you may incur or experience as a result of your using the Service or relying on the Service or any information provided to you in connection therewith, even if we know of the possibility of those damages. We are not responsible for informing you of any difficulties we or other third parties experience concerning use of the Service for our customers or other accounts or to take any action in connection with those difficulties. We also have no duty or obligation to verify, correct, complete or update any information displayed in the Service. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that we may provide in connection with your use of the Service. Notwithstanding the foregoing, the foregoing limits of liability and responsibility shall not apply to the extent that actions or omissions on our part constitute gross negligence or intentional misconduct.

You will indemnify, protect, and hold harmless each of the Related Parties from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) (collectively, “Losses”) resulting from or arising out of use of the Service by you or your customers, including without limitation, any breaches of the security of the Service, or claims that a trade was not suitable for or not authorized by you or a customer.

In this Limitation of Liability; Indemnity section, the terms “Vision”, “we”, “our” and “us” include any third party service providers selected by you or us in connection with the Service.

Orders that you enter using the Service will be routed through third parties. We and our Related Parties are not responsible for any losses, damages or costs that may result from errors made by any third party system in reading, processing or executing such orders, or if any third party system otherwise fails to properly execute such orders.

You agree that our liability and the collective liability of our Related Parties and the third party service providers selected by you or us, if any, arising out of any kind of legal claim (whether in contract, tort, or otherwise) or in any way connected to your use of the Service will not exceed the amount of the profit we received on the specific transaction giving rise to such legal claim unless caused directly by our intentional misconduct or gross negligence.

Volatility and Fast Markets: Conditions of severe volatility might also give rise to systems problems, resulting in the inability to view current quotes or place buy or sell orders. There may also be delays in trade execution and/or trade reports due to the sheer volume of trades being processed in a fast market. Fast markets are typically characterized by wide price fluctuations and heavy trading. They often come as a result of an imbalance of orders in one direction or another (for example, many “buy” orders and few “sell” orders) and can be caused by events such as a company news announcement, strong analyst recommendation, or a popular initial public offering (“IPO”) as it begins to trade in the secondary market.

Market Orders: Market orders are required to be executed fully and promptly without regard to price, even if such an order has been delayed. Any of the above delays may cause a market order to be executed at a price significantly away from the price quoted or displayed at the time the order is entered. For example, in a fast market environment, even “real-time” quotes may be far behind what is currently happening in the market. In addition, the number of shares available at the current quote may change rapidly, affecting the likelihood of the quoted price being available to you. These factors may be particularly compounded when placing a market order for securities issued as part of an IPO where the securities have recently begun trading in the secondary market. If these securities are trading at a much higher price than their offering price (“hot issues”) under fast market conditions, a market order may be executed substantially away from the market price that was in existence at the time you placed the order.

Limit Orders: Limit orders, unlike market orders, will be executed, if at all, at or better than the price specified in the order. Therefore, you should use limit orders rather than market orders under these conditions and at any other time when you want to limit the execution price of a trade. Limit orders can significantly reduce your risk of receiving an execution at a price other than your expected execution price (which is often based on the price of the security at the time you first submit your order). With a limit order, you specify the lowest sale price (for a sell order) or the highest purchase price (for a buy order) beyond which the order may not be executed. Please be cautioned, however, that while a limit order may provide this price protection, there is a risk that your limit order may never be executed, even if the security trades at the limit price. As a result, Vision can make no assurance that such limit orders will be executed at all.

Cancel and Replacement Orders: Because of the potential delays described above, in the event that you do not receive a trade report that indicates that your order has been executed, we understand that you may be concerned that your order has not been executed. In such an event, you may be tempted to try to cancel your initial market order, and enter a new order. However, as described above, market orders must be executed as promptly as possible. Therefore, it may not be feasible to cancel a market order, even if a trade report confirming the execution has not yet been issued or received by you. Entry of a cancellation request does not assure cancellation of an order. Entering an instruction to cancel the order and entering a separate replacement order may result in your being responsible for the execution of duplicate orders if the cancellation order cannot be processed in a timely fashion. To avoid creating duplicate orders, you should consider these delays and the chance that your order has already been executed but not yet reported, before canceling and/or changing the order. Canceling and replacing the order does not expedite a trade report when a security is trading in a fast or otherwise volatile market. In fact, these actions have the opposite effect by adding more stress to the trading systems and creating more information to process. While we will endeavor to cancel an order if we receive a cancellation request prior to execution of the order or prior to the entry of the order into an automatic execution facility from which the order cannot be readily withdrawn, no assurance can be made that we will be able to do so.

Held and Not Held Orders: When you submit an order to buy or an order to sell, we must designate that order as either “held” or “not held” in accordance with applicable regulatory requirements. Generally, smaller market orders are designated as “held” orders, meaning that they must be fully and promptly executed without regard to price. However, larger orders (generally greater than 10,000 shares and $100,000) may be eligible for personal handling by a professional at Vision or another broker/dealer. If you ask Vision or another broker/dealer to personally handle this order, Vision (or a third party utilized by Vision) or another broker/dealer may choose to wait until market conditions improve before executing all or a portion of it. Because changes in stock prices may be unpredictable, there can be no guarantee that a professional will execute your order at a better price than you might have otherwise obtained. These orders are classified as “not held,” meaning that you are “not holding” Vision or another broker/dealer to provide an immediate execution.

Orders to Sell Securities: All sales are assumed to be “long sales” unless the sale is designated as a “short sale.” Long sales are sales of securities held by you in the account that is making the sale. Short sales are sales of a security that you do not own, or otherwise any sale consummated by the delivery of a security borrowed by the seller, usually from a broker. Short sales are only authorized in accounts that have margin approval, and only where Vision can make arrangements to borrow the stock. In certain circumstances, Vision will be obligated to close-out short sales in securities even though an initial determination had been made that the securities could be located for borrowing (e.g., the lender recalls securities that were loaned and replacement securities cannot be obtained). In those cases, you will be responsible for the cost of returning the stock to the stock lender.

Your Responsibility as an Electronic Account Holder: You are responsible for all activity in your account. You must notify Vision immediately if you are concerned about your account for any reason, including the unauthorized use of passwords, failure to receive written confirmation of an order after it was entered and you received a status message indicating that the order was “Executed,” receipt of an erroneous status message regarding an order, failure to receive a reference number for an order that has been submitted, a discrepancy in the balance or security positions in an account, or a change to your e-mail address. In addition, you acknowledge that your use of the Service may be monitored by Vision and the resulting information used by Vision in any manner consistent with the Vision’s Privacy Policy.

No Representations Made as to Other Sites or Links; No Representations as to Positions Held Away: The Service may provide links to certain Internet sites (the “Sites”) sponsored and maintained by third parties. Vision is providing such links solely as a convenience to you. Accordingly, Vision makes no representations concerning the content of the Sites. The fact that Vision has provided a link to a Site does not constitute an endorsement, authorization, sponsorship, or affiliation by Vision with respect to that Site, its owners, or its providers. Vision has not tested any information, software, or products found on any of the Sites and therefore does not make any representations with respect thereto, including any representations regarding the content or sponsors of the Site, or the suitability or appropriateness of the products or transactions described therein. The Service may also permit you to monitor positions that you hold at another financial institution (referred to as “positions held away” or “positions custodied away”). The ability to monitor positions held away is provided solely as a convenience and is based on information provided by or through you. Vision makes no representation whatsoever to you concerning the accuracy of this information, and, in particular, the accuracy of the valuations reflected for these positions and your ability to liquidate them or to obtain the stated values on liquidation. To the extent that any advice or results of any analytic tools are dependent upon information about positions held away, you agree that the advice or results will depend on the accuracy, timeliness and completeness of the information provided to Vision, for which you remain solely responsible. Positions held away are not in the custody or control of Vision, nor are they covered by SIPC or other insurance provided through Vision.

Additional Resources Related to Online Trading: The following information is provided by regulatory authorities. In general, they address trading securities through use of electronic services and the Internet.

*FINRA Investor Resources (http://www.finra.org/Investors/index.htm) – The investor resources page of the Financial Industry Regulatory Authority, Inc. (FINRA) web site that provides information about FINRA services, investor awareness and educational information regarding investing.

*NASAA Investor Education (http://www.nasaa.org/investor-education) – The investor education page of the North American Securities Administrators Association, Inc. (NASAA) Web site that provides information from state securities regulators designed to help investors recognize and avoid securities fraud.

Information Security Statement

Vision considers information security of paramount importance and we act diligently to protect the privacy and security of our clients’ personal information.

This Statement provides a general overview of our approach to information security and practices to secure our various systems and services. While the nature of information security measures differs across the different services we make available to our clients (including Web-based, telephone and other), this Statement is intended to address the majority of questions our clients may have. If a specific question is not addressed in this Statement, you may contact either your broker or Vision’s Client Services Team. Please note that we will address any questions regarding our security practices provided that the answer will not compromise our security measures.

The measures we take to protect our clients include the following:

  • Use of specialized technology, including firewalls and encryption, to limit connectivity to our password-protected Internet sites
  • Internal and external reviews of our Internet sites and services
  • Regular monitoring of our infrastructure and related systems to detect vulnerabilities and potential infiltration attempts
  • Testing of the security and operations of applications and services prior to their introduction to our Web sites
  • Periodic testing for known vulnerabilities in the technologies which we employ
  • Controls to identify, authenticate and authorize individuals to access sites or systems that are not made available to the general public
  • Regular updates to our security practices in light of known threats, vulnerabilities and their associated risks

Vision strives to provide the highest level of information system security. However, it is impossible to provide guarantees or legal warranties regarding security. No information security program or technology is failsafe, especially in light of the fact that technology and intrusion methods change rapidly over time. Vision regularly monitors our information security program in an effort to minimize the security risks to our operations and to our valued clients.

Beware of Fraudulent E-mails & Web Sites

“Phishing” is a rampant Internet scam that relies on “spoofed” e-mails, purportedly from well known firms, to lure individuals to fraudulent Web sites that look and feel like the well known firm’s Web site. At such Web sites, victims are asked to provide personal information about themselves, such as their name, address and credit card number. These fraudulent e-mails and Web sites may also try to install malicious software on your computer that monitors your activities and sends your personal information to a remote location. With that information, criminals can commit identity theft, credit card fraud and other crimes.

You can protect yourself by following these best practices when using the Internet:

  • Be aware that e-mail is insecure and easy to forge. E-mail that appears to be from a friend or company you do business with may be fraudulent and designed to trick you into providing personal information about yourself or installing dangerous software. Do not respond to e-mails or pop-up messages that solicit your personal information including name, address, social security number, etc.
  • Only access Web sites that you trust. You can either bookmark trusted Web sites or type their address into your browser each time you wish to access one of the sites. However, you should not click on hyperlinks embedded in an e-mail message as the message and hence the hyperlink may be fraudulent.
  • If you receive an e-mail addressed from Vision that you believe to be fraudulent, do not respond directly to the e-mail. Instead, you should forward it to webmaster@vfmarkets.com. Vision will investigate the e-mail and respond back to you.

Personal Computer Security Tips

You can protect yourself by following these best practices to secure your personal computer:

  • Install Anti-Virus software on your computer and make sure it is up to date with the most recent virus signatures.
  • Make sure your computer is up to date with the most recent software ‘patches’. Patches are software updates that often address software vulnerabilities that phishing scams and viruses exploit.
  • Install a firewall between your computer and the Internet. A firewall is a buffer between your computer and the Internet that limits access to your computer and blocks communications from unauthorized sources.
  • Please contact the manufacturer of your computer for additional information and recommendations.

Google Analytics

This website uses “Google Analytics” to collect information about use of this site. Google Analytics collects information such as how often users visit this site, what pages they visit when they do so, and what other sites they used prior to coming to this site. We use the information we get from Google Analytics only to improve this site. Google Analytics collects only the IP address assigned to you on the date you visit this site, rather than your name or other identifying information. We do not combine the information collected through the use of Google Analytics with personally identifiable information. Although Google Analytics plants a permanent cookie on your web browser to identify you as a unique user the next time you visit this site, the cookie cannot be used by anyone but Google. Google’s ability to use and share information collected by Google Analytics about your visits to this site is restricted by the Google Analytics Terms of Use and the Google Privacy Policy. You can prevent Google Analytics from recognizing you on return visits to this site by disabling cookies on your browser.

Cybersecurity & Identify Theft

Cyber security is the process of applying security measures to ensure confidentiality, integrity, and availability of data and prevent identity theft as well. Vision takes cyber security & identity theft to be a serious matter and has implemented policies and procedures to control the dissemination of any personally identifiable information. In addition to the steps Vision takes in protecting the integrity of its Vision’s technology and customer records storage and data access available in its D/R Plan discussed above, Vision has implemented procedural safeguards for access and disclosure of such information. Available only to its employees, Vision requires employees to confirm they are dealing only with those persons who are the actual client, over the phone or through electronic means. Vision will not provide personally identifiable information over the phone or in an email, without verifying the identity or email address as known to be that of the client, nor will employees take verbal instructions to make changes to a customer’s existing information, without such confirmation. Vision confirms changes in writing to the last address or email in the client file, for any changes made on an account. Therefore it is important that customer’s review communications from Vision and contact Vision immediately, if they did not authorize the changes to their account. Also, Vision encourages client’s not to be a victim of ‘phishing’ (pronounced fishing) for information as follows: Do not provide information to anyone contacting you without verifying it is a Vision employee. Hang up and call-back your Vision contact at the information on your statement, if you have any doubt as to who you are speaking with.

Business Continuity Plan

Vision Brokerage Services, LLC (“Vision”) has developed a Business Continuity Plan (“BCP”) to inform you of its ability to respond to certain business disruptions. We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of a significant business disruption.

Our business continuity plan addresses: data back up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.

All of our client assets including funds and securities are held with our clearing firm Vision Financial Markets LLC.: Tel: 877.836.3949, website: www.visionfinancialmarkets.com. Our clearing firm has provided us with a summary of its BCP and have advised us of its objectives to restore its own operations and resume accepting transactions within 24 hours. A summary of its Business Continuity Plans can be found at above-mentioned website. Significant business disruptions (SBD) could occur anywhere on a continuum of severity from a situation involving Vision only, the building in which our offices are located, the business district, a city-wide business disruption, to a regional disruption. Vision fully intends to continue service to clients throughout the period of business disruption wherever it might occur and for whatever period of time.

To address the disruptions affecting only Vision up to a regional disruption, we have two separate locations that are not in the same regional power grid, which would permit continuing operations at either location should one location experience a SBD. Vision will further have the ability to transfer employees between locations, or to an affiliate within a different location if necessary. If the SBD is so severe that it prevents us from remaining in business, we will ensure our customers prompt access to their funds and securities.

For more information please contact our Client Services Department at clientservices@vfmarkets.com.

Trade Execution Quality Statement and SEC Rule 606 and 607

Trade Execution Quality Statement

Disclosure of Payment for Order flow and Order Routing Information

The Securities and Exchange Commission (“SEC”) requires that all broker/dealers disclose their policies regarding the receipt of payment for order flow, the nature of their order routing policies for orders subject to payment for order flow and the degree to which these orders can receive price improvement.

Order Routing

Pursuant to SEC Rule 606, Vision is required to make publicly available a quarterly report with regard to its routing of non-directed orders. SEC Rule 606(b) requires a broker-dealer to disclose to its customers, upon request, “the identity of the venue to which the customer’s orders were routed for execution in the six months prior to the request, whether the orders were directed orders or non-directed orders, and the time of the transactions, if any, that resulted from such orders.”

In accordance with SEC Rule 606 under the Securities Exchange Act of 1934, Vision discloses on a quarterly basis its execution quality and order routing information on its Web site at www.visionfinancialmarkets.com.

Vision may refuse to accept any of your instructions and may process your instructions in any manner it believes commercially reasonable. Vision has absolute discretion in routing trade orders as long as it makes a reasonable and good faith effort to obtain best execution. For orders executed electronically via the Internet, online order entry systems or by facsimile (collectively, “Electronic Orders”), Vision’s liability is limited to direct damages caused solely by its gross negligence or willful misconduct; provided, however, Vision is not responsible for loss or damages (including without limitation, loss of profits or use, and direct, indirect, incidental, punitive, special or consequential damages), arising from (a) any failure or malfunction of an Electronic Order entry system or inability to enter or cancel Electronic Orders, or (b) any fault in delivery, delay, interruption, inaccuracy or termination affecting all or part of any Electronic Order system or any supporting facility, regardless of whether a claim arises in contract, tort or otherwise. Unless otherwise specified, your instructions are not valid beyond the trading session entered. The name of the other party, time of execution and remuneration can be furnished on request.

Payment for Order Flow

Pursuant to SEC Rule 607, Vision is required to disclose its payment for order flow practices. Vision may, from time to time, receive payment for order flow. Order flow payment is compensation received as an incentive to direct (i) securities trades to exchanges that provide rebates to post certain orders and (ii) option trades to option market makers or option exchanges that provide rebates for certain option orders. Vision sends certain equity orders to executing broker-dealers, and may send them to exchanges or electronic communication networks, during normal business hours and during extended trading sessions. Some of those market centers provide payments to Vision, or charge access fees depending upon the characteristics of the order and any subsequent execution. This compensation is received in a number of ways, including direct cash payment. In certain instances, reduced transaction fees may be provide. Details of these payments and fees may be obtained by making a written request to Vision.