Terms and Conditions
November 30, 2001.IMPORTANT: PLEASE READ THIS AGREEMENT BEFORE ACCESSING TD CANADA TRUST EASYWEB. YOUR USE OF THE SERVICES AS DEFINED BELOW WILL INDICATE THAT YOU HAVE READ THIS AGREEMENT AND WILL ACT AS YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN AND ANY OTHER TERM, CONDITION OR RESTRICTION APPLICABLE IN RESPECT OF THE SERVICES. TD INVESTMENT SERVICES INC. SHALL PROVIDE THE SERVICES TO YOU ONLY UPON THE FOLLOWING TERMS AND CONDITIONS:
Throughout this Agreement the words you, your, yourself and yours mean Customer and the words we, us and our means TD Investment Services Inc. (TDIS), a wholly-owned subsidiary of The Toronto-Dominion Bank.
In consideration of us giving you access to the Services, you agree to the following:
In this Agreement:
(a) "Access Device" means any device you use to access the Services, including but not limited to personal computer, intelligent terminal or similar device.
(b) "Account" means your TDIS account(s) with us.
(c) "Account Number" means the number(s) assigned to your Account by TDIS.
(d) "Information" means any request which you place using any Access Device for account information or a mutual fund or other security or market quotation including last price/change, historical trading information, pending orders, cancellation requests etc. using the Services.
(e) "Information Providers" means any entity providing us with securities or market data, including but not limited to various securities markets such as stock exchanges and their affiliates.
(f) "Order Request" means any Purchase, Redemption, Cancellation or Transfer request for mutual funds or other security that is created and transmitted via Access Device by you to TDIS using the Services.
(g) "Password" means your existing Services personal password, security code, or User I.D. assigned to you in connection with the Services, as same may be amended by you from time to time.
(h) "Personal Information" shall have the meaning set out in Section 9 below.
(i) "Services" means individually and collectively the EasyWeb Internet trading service and the Order Entry Service component or any element of these services as applicable.
1. Your first use of any of the Services will act as your acceptance of and agreement to be bound by the terms and conditions herein (as amended from time to time) and your acceptance of any other term, condition or restriction applicable in respect of the Services.
2. You may use your Password with your Connect I.D. or Access Card to access the Services provided from time to time. You may also use your Password to enter Order Requests using the Services. You agree to keep your Password(s) confidential and separate from your Connect I.D. or Access Card.
3. You agree not to disclose your Password(s) to any other person and keep it separate from any other information which you will receive or which you already possess concerning the Services. You are solely responsible for maintaining the security of your Password(s) and ensuring that it is used for yourself only. You acknowledge that your Password(s) is unique to you and that we do not have access to your Password(s). We shall not be responsible for the unauthorized use of the Services by any other person. You will not attempt to enter restricted areas of our computer system or the computer system of any entity related to or affiliated with us or perform functions which you are not authorized to perform pursuant to this Agreement. We may, without notice, temporarily suspend your access to the Services by deactivating your Password(s) if we reasonably suspect that you are using the Password(s) to obtain unauthorized access to our other systems or information, or are using the Password(s) in any other inappropriate manner. These suspensions will be for a period of time necessary to permit the thorough investigation of such suspended activity. We may terminate this Agreement immediately without notice if it is determined that you have undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.
4. Information provided through the Services has been independently obtained from various Information Providers through sources believed to be reliable. We and the Information Providers do not guarantee the timeliness, sequence, accuracy or completeness of any market data or other information or messages that they disseminate. Neither we nor any Information Provider shall be liable in any way to you or any other person for (a) any inaccuracy, error or delay, 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 any such inaccuracy, error, delay or omission or by reason of non-performance, or of interruption in any such data, information or message, either due to any negligent act or omission by any disseminating party or due to any "force majeure" (i.e. flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications or power failure, equipment or software malfunctions) or any cause beyond the reasonable control of any disseminating party.
5. You agree that neither we nor the Information Providers shall have any liability, contingent or otherwise, for the accuracy, completeness, timeliness or correct sequencing of the Information, or for any decision made or action taken by you in reliance upon the Information or the Services, or for interruption of any data, information or aspect of the Services. We will not be responsible for any loss, damage or personal injury suffered by any person by reason of any act or omission in the course of or in connection with the operation of any Access Device by you.
6. The securities and market data provided through the Services is proprietary to the Information Providers. By using the Services, you agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the data in any manner or furnish it to any other person without the express written consent of TDIS and the relevant Information Providers. You will use the securities and market data furnished hereunder only for your individual use.
7. YOU HEREBY AUTHORIZE US TO ACCEPT ALL TRANSACTIONS FOR YOUR ACCOUNT USING THE SERVICES AND YOU AGREE TO BE SOLELY RESPONSIBLE FOR THE ACCURACY OF ANY INSTRUCTIONS GIVEN BY YOU USING AN ACCESS DEVICE. ALL ORDER REQUESTS ARE SUBJECT TO VERIFICATION AND ACCEPTANCE BY US. YOU AGREE THAT ALL ORDER REQUESTS WILL ONLY BE PROCESSED IF YOUR ACCOUNT IS IN GOOD ORDER, YOU HAVE SUFFICIENT FUNDS TO COMPLETE THE TRANSACTION ORDERED AND ANY SUCH ORDER REQUEST IS CONSISTENT WITH YOUR TRADING PRACTICES AND STATED OBJECTIVES. YOU UNDERSTAND THAT EXECUTION OF ANY ORDER REQUEST IS SUBJECT TO OUR PRIOR APPROVAL, IN CERTAIN CIRCUMSTANCES, WE MAY REQUEST ADDITIONAL CONFIRMATION OF ANY ORDER REQUEST BEFORE EXECUTION OF SAME.
8. All transactions based on information acquired from using the Services are subject to confirmation by us. IN NO EVENT WILL WE BE LIABLE TO YOU OR TO OTHERS FOR ANY DAMAGES, DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, INCLUDING WITHOUT LIMITATION ALL LOSSES, COSTS, EXPENSES, LOSS OF PROFITS, LOSS OF BUSINESS REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS ARISING FROM OR OUT OF THE EXISTENCE, FURNISHING OR FUNCTIONING OF THE SERVICE AS PROVIDED FOR IN THIS AGREEMENT. Neither TDAM, TDIS nor any other party shall be held liable for the accuracy or timeliness of any quotation information provided through the Services. We will not be responsible for any loss, damage or personal injury suffered by any person by reason of any act or omission in the course of or in connection with the operation of any Access Device by you.
9. You agree that all information that you provide to us (including your address, telephone number and Internet address) ("Personal Information") is complete and true and the telephone number and Internet e-mail address at which you may be reached to discuss any Order Request you may submit to us using the Services is valid and current. You also agree to advise us of any change(s) in your Personal Information, including your contact telephone number(s) as soon as the change(s) occur.
10. You acknowledge and agree that:
(a) Prior to processing, all Order Requests must be reviewed and approved by a Mutual Funds Representative. If your Order Request is not approved for any reason, it will be cancelled and you will be advised of the details and any necessary action by e-mail; and
(b) Any Order Request received after 3:00 p.m. EST will be processed at the next business day's closing price.
11. You agree to accept responsibility for any loss caused through the submission of an Order Request by an Access Device using the Services. You acknowledge that for mutual protection, TDIS will record all Order Request instructions from you pursuant to the Services.
12. You warrant that you are a Canadian resident and that you will only use the Services within Canada. These warranties shall be repeated each time you shall use the Services.
13. We may, at our sole discretion, act upon all instructions given or purported to be given by you or on your behalf in respect of an Order Request using the Services and we shall not incur any liability by reason of acting or failing to act due to an error in such Order Request.
14. You agree and acknowledge that we may modify any or all of the Services at any time. You also agree that the Services may periodically be unavailable to you in order to allow for maintenance and updates.
15. This Agreement is in addition to and not in substitution for any other present or future agreement between you and us, including any agreement relating to your Account or the Services.
16. Any action of any kind by you against us arising as a result of this Agreement must be commenced within one year from the date the right, claim, demand or cause shall first occur.
17. By using the Services, you acknowledge, for each Account, that there may be charges for the use of the Services and you agree to accept responsibility for any charges incurred for the use of the Services.
18. We can change the terms and conditions governing the use of the Services at any time. We will advise you of any changes by notice in writing or via the Internet. We may cancel the Services at any time without notice to you.
(a) Waiver: No waiver by us of any breach of any provision or condition of this Agreement shall be deemed a waiver of any other breach of such provision or any similar or other provision or condition of this Agreement.
(b) Agreement: The conditions, rules and regulations set forth in any manuals, materials, documents or instructions relating to this Agreement form part of this Agreement.
(c) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
(d) Notices: Notices may be hand delivered, sent by facsimile message, sent by regular mail or sent by e-mail. If sent by facsimile or by e-mail, notice shall be deemed to have received upon transmission. If sent by regular mail, the notice shall be deemed to have been received 5 days after the date of mailing.
(e) Successors and Assigns: This Agreement shall be binding upon the respective successors and permitted assigns of the parties hereto.
(f) No Assignment: You agree that you may not assign the rights and obligations hereunder or in respect of the Services without our prior written consent.
(g) Severability: If any provision or condition of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remainder of the Agreement shall not be affected and the Agreement shall be carried out as if such invalid or unenforceable provision were not contained therein.
(h) Language: This Agreement has been drafted in the English language at the express request of the parties. Les parties ont exigé que le present contrat soit redigé en anglais.