Agreement to Use RBC Wealth Management Online U.S., RBC Advisor Connect, and/or Investor Connect®
This Agreement to Use RBC Wealth Management Online U.S., RBC Advisor Connect, and/or Investor Connect (this Agreement”) governs use of RBC Wealth Management Online U.S., RBC Advisor Connect, and/or Investor Connect, including, but not limited to, their associated websites and mobile applications, (collectively, the "Program") and is between RBC Capital Markets, LLC, including, but not limited to, its RBC Wealth Management, RBC Advisor Services, and RBC Correspondent Services divisions, (collectively, "RBC CM") and users of the Program. You agree to the terms of this Agreement by using the Program and/or by clicking on “I Agree” or a similar attestation presented by RBC CM in connection with this Agreement.
1. SERVICES PROVIDED
Pursuant to the terms of this Agreement, RBC CM, via the Program, provides you with electronic access to view and service your accounts, and other accounts which you are authorized to access, held at RBC CM (collectively, the “Account”).
2. ACCESS CREDENTIALS
A. When you register to use the Program you will be asked to provide information by which you can be identified, which may include, but may not be limited to, a user name, password, and/or identifiers derived from your biometric information, which, along with information provided to you by RBC CM, you will use for the purpose of accessing the Program (collectively, your “Access Credentials”). You should maintain your Access Credentials as highly confidential.
B. Your Access Credentials are for your personal use only and you are responsible for their confidentiality and all acts, omissions, and statements made while your Access Credentials are being used to access the Program by you or someone to who you provided your Access Credentials. RBC CM is not responsible for any breach of security caused by your failure to maintain the confidentiality of your Access Credentials.
3. ELECTRONIC COMMUNICATION
The Program permits you to communicate electronically with RBC CM via email. You will not use email to give RBC CM any instructions affecting the Account, including, but not limited to, placing orders to purchase or sell securities, transferring funds, changing your address, changing or confirming your Access Credentials, or giving RBC CM any time-sensitive instructions. You will not use email for the transmission of any personal credit information (including, but not limited to, credit card numbers). RBC CM is not liable for any damages or costs incurred as a result of its not acting on instructions you provide in any email message you send to RBC CM.
4. YOUR OBLIGATIONS
A. You will not use, or attempt to use, the Program if you do not agree to the terms of this Agreement.
B. Except as may be required for your own personal use, you will keep confidential, and will not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, re-disseminate or commercially exploit, the data, information or services provided under this Agreement or through the Program.
C. You will immediately notify RBC CM or, if you are a client of RBC Correspondent Services, your introducing broker, when and if you have knowledge that there has been unauthorized use of the Program in connection with your Access Credentials or the Account.
D. You will immediately notify RBC CM, or, if you are a client of RBC Correspondent Services, your introducing broker, if there is a discrepancy in the Account balances or security positions.
E. All notifications to RBC CM pertaining to this Agreement shall be directed to:
RBC Capital Markets, LLC
60 South 6th Street
Minneapolis, Minnesota 55402
Attention: Client Support Services, Mail Stop P12
F. To access the Program, you will use the type of hardware, including, without limitation, computers, modems, hard disks, mobile devices, and telephone connection equipment ("Hardware") and software ("Software"), sufficient to allow secure use of the Program. You are responsible for the installation, maintenance, security, costs and operation of the Hardware and Software you use to access the Program.
G. You warrant that you own or are otherwise authorized to use any and all Hardware and Software you use to access the Program.
H. You will not:
i. provide untrue, inaccurate or incomplete information about yourself via the Program;
ii. access or use the Program for an illegal, fraudulent, malicious or defamatory purpose;
iii. take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of the Program (including illegal, fraudulent, malicious, defamatory or other activities that threaten to harm or cause harm to any other person); or
iv. reverse engineer the source code of the Program.
5. SUITABILITY AND COMPLIANCE WITH LAW; PROPERTY RIGHTS IN INFORMATION AND SERVICES
A. The Program is provided by RBC CM for your personal use only.
B. RBC does not provide investment, legal or tax advice via the Program. Nothing in the Program is a solicitation or recommendation to buy or sell securities or that any particular securities are suitable for you.
C. The Program is the property of RBC CM or its licensors and is protected by applicable copyright, patent, trademark or other intellectual property laws.
D. Transmission or use of any material in violation of this Agreement, or any applicable law, rule or regulation (whether of the United States or other countries), or the rights of any third party, is prohibited. This includes, but is not limited to, copyrighted material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret or patent laws, or material(s) that results in an invasion of privacy.
E. Market data provided through the Program by participating national securities exchanges, associations, or others is the property of such providers and the timeliness, sequence, accuracy or completeness of such data, any other market information, or messages disseminated via the Program is not guaranteed. You indemnify and hold harmless each such provider in connection with losses, damages, or costs which result from your reliance on such data. You understand that the terms of this Agreement may be enforced directly against you by the national securities exchanges, associations, and others providing market data to you via the Program.
6. WARRANTIES AND LIMITATIONS OF LIABILITY REGARDING THE PROGRAM AND INFORMATION PROVIDED THROUGH THE PROGRAM
A. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RBC CM AND ITS AFFILIATES, AGENTS AND LICENSORS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ERROR-FREE AND UNINTERRUPTED SERVICES.
B. INFORMATION AVAILABLE THROUGH THE PROGRAM, AND IN MESSAGES DISSEMINATED VIA THE PROGRAM, IS NOT GUARANTEED AND RBC CM AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT HAVE ANY RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU INCUR AS A RESULT OF YOUR RELIANCE ON ANY SUCH INFORMATION, OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF.
C. RBC CM DOES NOT WARRANT, GUARANTY OR MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU REGARDING (i) THE USE OR THE RESULTS OF THE USE OF THE INFORMATION AVAILABLE THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL RESULTS BASED ON USE OF ANY SUCH INFORMATION OR ANY DELAY OR LOSS OF USE OF THE INFORMATION, OR (ii) SYSTEM PERFORMANCE AND EFFECTS ON OR DAMAGES TO SOFTWARE OR HARDWARE IN CONNECTION WITH ANY USE OF THE PROGRAM OR INFORMATION CONTAINED IN IT.
D. RBC CM SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION THROUGH THE PROGRAM OF A COMPUTER VIRUS OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT OR OTHERWISE IMPEDE IN ANY MANNER THE AVAILABILITY OF THE PROGRAM OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE INTERCEPTION OF ANY OF YOUR PERSONAL FINANCIAL INFORMATION. RBC CM SHALL NOT BE RESPONSIBLE FOR, AND MAKES NO WARRANTIES REGARDING, THE ACCESS, SPEED OR AVAILABILITY OF INTERNET OR NETWORK SERVICES.
E. RBC CM MAKES NO REPRESENTATION REGARDING, AND ASSUMES NO LIABILITY FOR, THE QUALITY, SAFETY, ACCURACY OR SUITABLITY OF ANY INFORMATION OR SOFTWARE FOUND ON ANY INTERNET SITE NOT UNDER THE CONTROL OF RBC CM AND RBC CM DOES NOT SPONSOR OR ENDORSE THE INFORMATION, SPONSORS, OWNERS, OR OPERATORS OF SUCH SITES REGARDLESS OF WHETHER OR NOT LINKS TO SUCH SITES ARE CONTAINED IN THE PROGRAM.
F. RBC CM AND ITS AFFILIATES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU RELATED IN ANY WAY TO YOUR USE OF THE PROGRAM. EXCEPT AS OTHERWISE PROVIDED BY LAW, RBC CM SHALL HAVE NO LIABILITY FOR LOSSES CAUSED BY THE NEGLIGENT ACTIONS OR FAILURE TO ACT OF ANY THIRD-PARTY PROVIDER AND, TO THE EXTENT PERMITTED BY LAW, NEITHER RBC CM NOR ANY THIRD-PARTY PROVIDER SHALL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE) IN CONNECTION WITH YOUR USE OF THE PROGRAM OR FOR ANY LOSS THAT RESULTS FROM A CAUSE OVER WHICH RBC CM, OR ANY OTHER SUCH ENTITY, DOES NOT HAVE CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY SYSTEMS, SEVERE WEATHER OR OTHER CAUSES COMMONLY KNOWN AS "ACTS OF GOD".
7. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS
As a condition of being permitted to use the Program, you represent and agree that the following statements are and will continue to be true for so long as you access the Program:
A. You are the person identified by your Access Credentials.
B. You are at least 18 years of age.
C. The terms of this Agreement are in addition to, and not in derogation of, all the terms and conditions of other agreements between you and RBC CM, including, without limitation, any brokerage client account agreements, investment advisory agreements, credit or options agreements, or mutual fund application(s) or applicable prospectuses.
D. You are liable for any and all charges or expenses incurred in connection with the use of the Program by you or any other person accessing the Program through the use of your Access Credentials. You understand that any rates, fees, billing and terms governing services provided by outside vendors used in connection with the Program are determined by such vendors and that all payments due from you to RBC CM shall be made directly to RBC CM in accordance with its policies.
E. You recognize that your use of the Program may involve the transmission of information that may be considered personal financial information, including, but not limited to, the identity and number of shares that you own in the Account and the net dollar price for any such shares. You consent to the transmission by electronic means of such information through the Program, and that such consent shall be effective at all times that you use the Program.
F. You own the Account or are otherwise duly authorized to access the Account by its owner via the Program.
8. TERMINATION OF USE
RBC CM may discontinue, change, revoke your access to, or modify the Program and its terms, in whole or in part, at any time without prior notice.
Resale and/or any commercial redistribution of the Program is prohibited. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of RBC CM. This Agreement inures to the benefit of RBC CM's successors and assigns whether by merger, consolidation or otherwise. RBC CM may assign this Agreement or any of its rights or obligations under this Agreement to a company affiliated with, or a successor to or assignee of, RBC CM, or to any other third party.
10. GOVERNING LAW
This Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to principles of conflicts of law. By accessing or utilizing the Program, you accept and agree to be bound by the laws of such jurisdiction. In the event that you do not agree to be bound by such laws, you must immediately discontinue your access or use of the Program. To the extent that this Agreement cannot be enforced pursuant to the Code of Arbitration Procedure of Financial Industry Regulatory Authority, Inc., you agree that any action to enforce this Agreement shall be brought in the court having jurisdiction over such matter located in Minneapolis, Minnesota.
RBC CM may modify this Agreement at any time upon written notice to you or by electronic posting of this Agreement, and any modifications to it, where it is accessible via the Program. Any such modifications will be binding on you upon your first use of the Program after such notice or posting. RBC CM's failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on the part of RBC CM to exercise any power or right given to RBC CM in this Agreement, or any continued course of such conduct on the part of RBC CM, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise of any right preclude any other future exercise of that right. All rights and remedies given to RBC CM in this Agreement are cumulative and not exclusive of any other rights or remedies which RBC CM otherwise has at law or equity. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of such provision will be amended to achieve, as closely as possible, the effect of the original provision and all other provisions of this Agreement will continue in full force and effect.
A. RBC CM grants you a non-exclusive and non-transferable single-user (non-concurrent) license to use the mobile application that you download and install in order to access the Program in accordance with this Agreement (the “App”).
B. You can authorize RBC CM to send push notifications to your device in relation to the Program. In order to enable or to disable push notifications, you must adjust the settings on your device. You understand that push notifications are unsecure and not encrypted and can be read by others if you allow them to view your device. RBC CM provides push notifications for convenience purposes only
13. Collection and Use of Information
Information about you, including, but not limited to, information about the Account, Hardware, and Software, will be collected, used, and shared in accordance with the RBC CM Privacy and Security policies, as they may change from time to time.
14. Total Wealth Aggregation
The Program allows you to bring together and view information about your Account and other information you own or are authorized to access which is provided by the Program and third parties, including, but not limited to, websites not owned or operated by RBC CM ("Third-Party Sources").
By using the Program to retrieve information requested by you through the Program, you authorize RBC CM to access Third-Party Sources on your behalf to retrieve such information, you appoint RBC CM as your agent for that limited purpose, and you represent that you have the authority to give RBC CM the passwords, user names and all other information you provide the Program in order for it to access such Third-Party Sources.
Authorizing the Program to access services offered in connection with Third-Party Sources is subject to the terms of those Third-Party Sources. You acknowledge that RBC CM is not responsible for those terms of service and that you should contact such Third-Party Sources directly should you have any problems with them.
Information from Third-Party Sources provided through the Program reflects the most recent refresh by the Program and may not be accurate or timely if a refresh was not successfully completed or the information obtained during the refresh from the Third-Party Site is otherwise not accurate or current. Such information is provided for informational purposes only and is not intended for trading or transactional purposes. RBC CM makes no effort to review, nor is it responsible for, the content of any Third-Party Site, including, but not limited to, the validity, legality, or copyright compliance of the content contained in such sites.
Subject to the RBC CM Privacy and Security policies, you license to RBC CM any information, data, passwords, user names, PINs, other log-in information, and/or personal information obtained by RBC CM and the Program from Third-Party Sources and you in connection with the Program (collectively "Content") for the purpose of providing the Program and other services to you. RBC CM may use, modify, display, distribute and create new material using such Content for that purpose, including, but not limited to, sharing Content with your financial advisors, investment advisers, and other service providers you authorize. You agree that RBC CM may use the Content for the purposes described in this Agreement without any time limit and without requiring the payment of any fees or other costs by RBC CM.