These WS Online Terms and Conditions (the "Terms") consist of the "General Terms" and "Product Specific Terms" described below. All use of the electronic and online services provided by Wilby Securities (referred to as "WS" or "us"), including but not limited to the WS WorldView® portal, any future releases or successors, and all accessible products and services through the portal (collectively, the "Online Services"), is subject to the General Terms. By using any of the Online Services, you agree to the General Terms.
If you use any of our products or services available through the Online Services, as specifically referenced under "Product Specific Terms," you also agree to the applicable Terms mentioned there. In case of any conflict between the General Terms and any applicable Product Specific Terms, the Product Specific Terms will take precedence. The terms of each separate agreement governing your business relationship with WS (each referred to as a "Client Agreement") will also apply to your use of the Online Services in connection with that relationship, and the Terms are incorporated in full into such Client Agreement by reference. Unless otherwise specified in the Terms, in case of a conflict between the terms of the Terms and those of any applicable Client Agreement, the provisions of the Terms will prevail.
1. ACCESS TO ONLINE SERVICES
1.1 Security Credentials. An identification code ("User ID") and password(s) ("Password") are required to access any of the Online Services. Digital certificates, encryption keys, or other security devices may also be necessary, at WS's discretion, to access specific Online Services. You are responsible for the security and confidentiality of all Security Credentials, must safeguard them, and not share or provide unauthorized access to any of them. You are accountable for all use of the Online Services through your Security Credentials, even if not authorized by you. If you share your Security Credentials with a third party, you will be fully responsible for their actions using your Security Credentials, and we will assume such actions are authorized by you. We are not liable for any breach of security or unauthorized activity caused by your failure to maintain the security of your Security Credentials. Notify us immediately in writing if you suspect any compromise of your Security Credentials' security or confidentiality or if any unauthorized access occurs. Authorized personnel from your organization must submit a completed user access request form, available from your organization's relationship management contacts at WS, to communicate such notification to WS.
1.2 Termination of Access. We may terminate your access to the Online Services with a five (5) business days' prior notice for any reason. However, we may terminate your access to the Online Services without prior notice if your account with us is closed, you fail to comply with these Terms, your access poses a security risk, or if you violate or have violated applicable laws. We will not be liable for any loss resulting from such termination. You can terminate your access to the Online Services by giving us ten (10) business days' notice. Upon termination, we will cancel all your Security Credentials, and any ongoing or pending Instructions (as defined in the applicable Client Agreement) will be carried out or canceled at our discretion.
2. INTELLECTUAL PROPERTY / TRADE SECRETS
2.1 Permitted Use. The information obtained through the Online Services is our intellectual property or the intellectual property of third parties. You are allowed to use this information solely for your own end use in the ordinary course of your business. This limited license does not permit you to distribute such information to those outside your organization, for compensation or for free, and you are expressly prohibited from doing so. However, you may distribute certain information as required by applicable law or business custom, such as normal business records we maintain for you, subject to the applicable terms of such distribution agreements.
2.2 Proprietary Marks. Copyright in the pages comprising the Online Services and their screens, including design, text, sound recordings, and images, and in the information and material therein, is owned by or licensed to us unless otherwise indicated. You may not copy, transmit, display, perform, distribute, license, alter, frame, deep-link, store for subsequent use, or otherwise use them in whole or in part without our prior written consent. Our trademarks and service marks listed include but are not limited to "ActionView," "ActionWorld," "AP Exchange," "APEX," "WS," "WS & Co.," "WS Comset Plus," "WSCOnnect," "WS Direct," "WS INFOFX," "BIDS," "Wilby Securities," "DEALBOARD," "ETF Connect," "FX INDEXLINK," "FX OrderView," "INFOACTION," "INFOFX," "INFOMEDIARY," "INFOSETTLE," "LIFE OF A TRADE," "Shared Goals. Shared Success," "Trust in Partnership," "WorldView," and "59 Wall St." You may not copy, republish, redistribute, transmit, participate in the transmission of, create derivatives of, alter, edit, or exploit any material from the Online Services, except as expressly provided herein. You may not remove or obscure any copyright or other notices contained in any such information.
3. SOURCES OF INFORMATION
The information available through the Online Services is compiled from both internal and external sources. It may include quotes, news, and research data provided by third parties that we believe to be reliable. However, we do not guarantee the accuracy, timeliness, or completeness of this information for any specific purpose. The information is subject to change without notice and may become outdated. We are not responsible for any loss resulting from your reliance on such information. Although we make reasonable efforts to ensure accuracy and currency, we do not represent or warrant that the information is accurate or complete. Therefore, you should verify any information obtained through the Online Services before taking any action. The use of third-party data and information available through the Online Services is subject to their respective terms and conditions, which are incorporated herein by reference.
4. USE IN OTHER JURISDICTIONS
We do not operate as a banking entity in all jurisdictions. The information available through the Online Services is not intended for distribution or use in any jurisdiction or country where such distribution or use would violate the law or regulations or subject us or our affiliates to registration, licensing, or approval requirements. Some products and services may not be available in all jurisdictions or to all clients. If you access these Online Services from a location other than the United States, you are responsible for complying with all local laws.
5.1 Issuance of Instructions Generally. The issuance of proper Instructions to WS will be provided as designated in the applicable Client Agreement.
5.2 Issuance of Instructions Via Online Services. The following additional provisions apply to Instructions provided via the Online Services:
(a) You authorize us to act upon Instructions received through the Online Services using your Security Credentials as if they were authorized written instructions, without any duty of verification or inquiry on our part. You agree to hold us harmless for any liabilities, losses, or expenses experienced by you or any third party as a result.
(b) Temporary unavailability of third-party telecommunications or computer systems required by the Online Services may cause processing delays for Instructions. We will not be liable for any Losses you experience due to such delays.
6. ELECTRONIC DOCUMENTS
We may provide periodic statements, disclosures, notices, and other documents electronically (including through the Online Services), and you agree to receive such documents electronically and check them for accuracy. If you believe any statement contains incorrect information, follow the procedures set forth in the applicable Client Agreement(s).
7. OTHER NOTICES
7.1 Banking Notices.
(a) Non-deposit Investment Products
Certificates of deposit, mutual funds, annuities, and other investment products may be available through us. THESE PRODUCTS ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, AND ARE NOT GUARANTEED BY, US OR OUR AFFILIATES, AND MAY FLUCTUATE IN VALUE AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. IN ADDITION, THESE PRODUCTS, AS WELL AS DEPOSITS PLACED WITH US, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND MAY NOT BE COVERED BY ANY OTHER TYPE OF DEPOSIT INSURANCE.
(b) Regulation E
Federal Reserve Board Regulation E governs the rights, liabilities, and responsibilities of our consumer clients using certain electronic funds transfer services. Regulation E does not apply to wire transfers. For more information on Regulation E, please refer to this link and the relevant Client Agreements:
7.2 Internet Access, Email Communications, Prohibited Usage
(a) If you access the Online Services through the Internet (including via a mobile device), you must use a third-party provided Internet browser (e.g., Firefox or Internet Explorer), Internet utility software from various software providers not affiliated with WS, and/or a WS-provided mobile application. Your use of such software is at your own risk and subject to terms imposed by WS and third parties (e.g., Apple Licensed Application End User License Agreement) in addition to these Terms. We do not guarantee the performance of any third-party software or Internet connection, and we are not responsible for any third-party information or telecommunications hardware.
(b) Your use of any third-party Internet links available on the Online Services is at your own risk. We do not develop, check for accuracy, or review the content of linked sites, and we shall have no liability for any third-party site or its electronic content's accuracy, subject matter, quality, or timeliness.
(c) Due to the issues of reliability, content accuracy, timeliness, and security in Internet electronic mail (e-mail), avoid sending personal or identifying information (e.g., account numbers, credit card numbers, Social Security numbers, passwords) via Internet e-mail. While we take reasonable security precautions, we disclaim liability for any interception of such data or communications. You agree not to use e-mail for certain transactions without mutual agreement on compliant procedures (e.g., Investor Services Client Email Instruction Policy).
(d) Deliberate misuse of any part of the Online Services, hacking, disruption, excessive use, or any activity contravening applicable laws is strictly prohibited. You may not modify any element of the Online Services, including software, information, formats, and interfaces. You agree not to introduce any virus or Malicious Code that damages or interferes with the operation of the computer system or Online Services. You are responsible for preventing the introduction and proliferation of any Malicious Code.
(e) The risk profiling software on the Online Services is not for investment advice. Neither the information nor any opinion on the Online Services constitutes investment advice or a solicitation to buy or sell any securities or financial instruments.
8. No Warranties; Limitation of Liability
The Online Services and all information, software, and other materials provided through them are offered "as is" and on an "as available" basis without any express or implied warranty. WS and its suppliers expressly disclaim any warranties of merchantability, non-infringement of intellectual property, quality, or fitness for any particular purpose. WS does not guarantee the security of the Online Services or the prevention of loss, alteration, or improper access to your account information or data, or that the Online Services will be free of harmful components. WS will not be held responsible for any damages, whether foreseeable or not, arising from the use of the Online Services, including any third-party materials, or from the inability to use them. This includes damages related to performance failure, errors, interruptions, delays, computer viruses, communication line failure, or unauthorized access. No third party shall have any right or claim under these Terms.
You agree to indemnify, defend, and hold WS and its suppliers harmless against any losses resulting from your breach of these Terms or unauthorized use of the Online Services' content. You acknowledge that the applicable Client Agreement(s) regarding indemnification and limitations of liability also apply to your use of the Online Services and these Terms.
10.1 Changes in Products and Services: WS or its suppliers may discontinue or make changes in products, services (including the Online Services), and related information without notice. Dated information is accurate as of its date, and WS is not obligated to update or amend it. Your eligibility for specific products and services is subject to WS's final determination and acceptance.
10.2 Changes to the Online Terms and Conditions: WS will notify you of any changes in these Terms by posting notices on WS WorldView or its successor. You will receive notices of such changes at least fifteen (15) days in advance, unless a shorter notice period is required, in which case WS will provide as much prior notice as possible under the circumstances. Your continued use of the Online Services after the effective date of such changes will indicate your acceptance and agreement to them.
Product Specific Terms
Your use of any product or service mentioned below is subject to the respective Product Specific Terms listed here, which are incorporated herein by reference.
A. WS FX
1. FX Terms and Conditions
2. FX Trading Platform Terms