TFS - Tradition Financial Services

TFS Derivatives Corporation Delta One Transaction Negotiation Platform

User Registration Page

Please complete the following form, read the terms and conditions and 'Submit' the form.

You will be contacted by a member of the TFS support staff who will provide you with a User ID and password for
the TFS Derivatives Corporation Delta One Transaction Negotiation Platform.

Authorized User

Organization Name:*

Organization Address:*

First Name:* Last Name:*
Telephone Number:* E-mail Address:*

Access Type:*
View Only or Full Trading
Products:*
Index Swaps and ETF Swaps and EFPs or All of the above

Compliance Officer

First Name:* Last Name:*
Telephone Number:* E-mail Address:*

Desktop Support

First Name:* Last Name:*
Telephone Number:* E-mail Address:*

Tradition Delta One Equities User Agreement TFS DERIVATIVES CORPORATION User License and Agreement – October 3, 2011 IMPORTANT: READ CAREFULLY BEFORE USING THE TFS DERIVATIVES CORPORATION NEGOTIATION FACILITATION SYSTEM TFS DERIVATIVES CORPORATION (the “Platform Owner”) owns and operates an electronic transaction negotiation platform which incorporates various software, firmware and hardware configurations (the "System"). This Agreement is between TFS DERIVATIVES CORPORATION (TFS) of 32 Old Slip, 34th floor, New York, NY 10005, and you ("you" or "Participant"), a client of TFS. This Agreement authorizes you to use the System to negotiate transactions in certain over-the-counter derivatives and other financial instruments (the "Products") through the System (each a "Transaction"). Read this Agreement carefully before using the System. YOU AGREE THAT YOUR USE OF THE SYSTEM FURTHER ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. 1. TFS grants to the Participant, until such time as this Agreement is terminated by either party giving written notice to the other, a revocable, non-exclusive, non-transferable license to use the System or any relevant part of it in accordance with the terms of this Agreement for the sole purpose of negotiating Transactions via the System with other clients of TFS using TFS and the System. 2. For each Transaction concluded by the Participant, the Participant shall pay TFS commissions at rates set forth herein or at such other rates as may be agreed upon in writing. All rates are exclusive of any applicable sales taxes. Commissions shall be paid by the Participant within 15 days of receipt of invoice. 3. Prior to access to the System being granted to it, the Participant must submit in writing (including electronic communication) to TFS the names of its employees and officers that the Participant wishes to be authorized to use the System ("Authorized Persons"). TFS will issue personal user identifiers and passwords ("Access Details") for each of the Authorized Persons which are not transferable. The Participant shall take reasonable steps designed to ensure that only Authorized Persons have access to the System and that the Access Details are kept confidential and secure. TFS shall have no duty to verify whether any information submitted to the System accompanied by valid Access Details issued to the Participant was authorized by the Participant and the Participant will be bound by any actions or omissions on the System taken by any person using such Access Details, regardless of whether such actions or omissions were specifically authorized by Participant. 4. If TFS provides the Participant with any equipment to enable the Participant to access and use the System, the Participant will, upon reasonable prior notice and at a time mutually agreed upon between the parties, provide TFS with such access to its premises as is necessary for the purposes of installation, maintenance, repair, replacement and removal of such equipment. Participant acknowledges and agrees that such equipment is and will remain the sole and exclusive property of TFS and shall use reasonable endeavors to keep all such equipment free from physical harm and from encumbrances and shall promptly return any such equipment to TFS on termination of this Agreement. 5. TFS shall notify you of any written System rules and protocols (including the TFS User Manual) and you agree to comply with the same after notification. When you use the System, you will only act as principal and in accordance with applicable law, regulation and market convention, and in compliance with any rules, policies or procedures established by TFS. TFS only acts as a name-passing broker on a commission-receiving basis and shall not be a party to any Transactions. The Participant represents and warrants that it, and its Authorized Persons have full power and authority to negotiate and enter into Transactions and that it is an “eligible contract participant,” as defined in Section 1(a) (18) of the Commodity Exchange Act, as amended, and that each Transaction negotiated by it through the System will be the result of individual negotiation with its counterparty. Participant agrees that all bids, offers, and acceptances of bids and offers effected on the System, are not binding and, that Transactions are not considered concluded and binding until both counterparts to the Transaction have agreed to the terms of the Transaction through communications effected off of the System. TFS warrants that it has full power and authority to enter into and perform this Agreement and that it will perform all of its obligations hereunder in accordance with applicable law, regulation and market convention. TFS does not guarantee that the System will always be accessible and the Participant acknowledges that access to and operation of the System may be prevented by circumstances beyond TFS's control. The Participant shall use reasonable endeavors not to introduce any computer virus, worms, Trojan horses or other contaminants, bugs or errors into the System. 6. TFS shall have sole discretion and control over, and the right to modify at any time, the System's functionality, configuration, appearance and content and shall, so far as reasonably practicable, notify the Participant in advance of any material modifications. In addition, TFS shall have the right immediately to suspend the Participant's, or any particular Authorized Person's access to the System or any part of the System or any Product traded on the System or to refuse to accept a Transaction or to decline to grant Authorized Person status in the event that TFS, in its reasonable opinion, considers such action to be necessary to preserve the security or integrity of the System, to preserve its rights in the System or to protect other users of the System. TFS shall, so far as reasonably practicable, give affected users reasonable notice of any such action. 7. Save as provided in this Agreement, the System and any related equipment, manuals or other materials provided to the Participant are provided on an 'AS IS' basis without any warranty, express or implied, of any kind by TFS or any third party, including without limitation about the condition, merchantability or fitness for any purpose of the System, that the System will perform as advertised or described or that the operation of the System will be uninterrupted or error free. TFS also makes no representation or warranty whatsoever, express or implied, regarding the accuracy or completeness of any information displayed on the System, the reliability or continued operation of the System or the performance of any other party to any Transaction executed through the System. Without limitation of the foregoing, TFS shall have no responsibility or liability whatsoever for any performance or non-performance by any other party to a Transaction entered into by Participant through the System. TFS offers no advice as to the merits of any Transaction. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TFS DERIVATIVES CORPORATION, ITS EMPLOYEES OR LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR OTHERWISE ARISING OUT OF THE USE OF OR INABILITY TO USE THE SYSTEM OR OTHERWISE IN RELATION TO THIS AGREEMENT (EVEN IF TFS OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS). 8. Each party will keep confidential any confidential information of the other party or its Affiliates received through the System or in connection with this Agreement (which shall include, without limitation, any credit information, charging details, System information and data available on the System and shall not include any information which is publicly known or becomes publicly known other than as a result of disclosure by the receiving party or information received from a third party not under an obligation of confidentiality) and shall not disclose such information to any third party or use it for any purpose other than pursuant to this Agreement save that either party shall be entitled to disclose such information to the extent required to disclose by law or regulation. Participant agrees to provide TFS with any information reasonably requested by TFS and reasonably required by TFS in order to comply with applicable laws or regulations or to protect the integrity of the System. Notwithstanding the provisions of this Section, TFS may use, compile, publish and distribute information regarding aggregate trading activity on the System that includes information on Participant's Transactions and pricing data, provided that neither Participant nor its individual Transactions are identified, or could reasonably be anticipated to be identified indirectly, based on TFS’s disclosure of aggregate trading activity as contemplated herein. TFS may not disclose Participant’s name, or Participant’s transactions or activity on the System, in any manner in any press release or any other public information. 9. All intellectual property rights attaching or relating to the System, and any part of it, and any data that is entered into, displayed on, generated by or derived from the System belong to TFS and/or its licensors and the Participant agrees that such intellectual property rights shall remain vested exclusively in TFS and/or its licensors both during and after the term of this Agreement; provided that TFS’s use of any information on Participant’s Transactions and pricing data are subject to Section 8 above. 10. TFS shall defend, indemnify and hold harmless the Participant, its Affiliates, and their respective employees and principals against all losses, liabilities, claims and damages (including settlements and judgments) or expenses (including reasonable attorneys’ fees, expenses and court costs) as a result of any third-party claim against Participant alleging that the System, or the use thereof by the Participant as authorized hereunder, violates any intellectual property rights of any third party provided that such losses do not result from (i) Participant's fraud, negligence or willful misconduct; or (ii) Participant's access to or use of the System in breach of this Agreement. Participant shall indemnify and hold TFS, its Affiliates, and their respective officers, directors, employees and principals harmless from and against any and all losses, liabilities, claims and damages as a result of any act or omission of Participant in connection with its use of the System or any Transactions executed through the System, except to the extent that such losses result from TFS’s fraud, negligence or willful misconduct. As used herein, “Affiliate” means any entity that controls, is controlled by, or is under common control with a party. For purposes of this Agreement, “control” means possessing, (A) directly or indirectly, the power to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise; or (B) the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares or interests of such entity. The indemnifying party shall have sole control over the defense or settlement of any third-party claim, provided that it shall not settle any such claim without the other party’s prior written consent, not to be unreasonably withheld, and the other party may participate in the defense with counsel of its choosing, at its own expense. 11. The Participant shall not sell, lease, license, transfer, redistribute, provide or otherwise make available to any third party any form of access to or use of (i) the System; or (ii) any data derived from the System. The Participant agrees that it shall not alter, enhance, make derivative works of, decompile, disassemble or reverse engineer all or any part of the System except to the extent expressly required by applicable law or permitted by this Agreement. 12. The Parties acknowledge that any telephone call, and any written or electronic communication made between them, may be recorded. Neither TFS nor any of its group companies is responsible for any obligation or liability arising in relation to a Transaction or for the capacity, reliability or performance of the Participant or any counterparty with regard to any order or Transaction; in particular, neither TFS nor any of its group companies accepts any liability for the commercial advisability of any Transaction. 13. Any termination of this Agreement shall not affect the accrued rights or liabilities of either party under this Agreement or the Participant's rights and obligations under any Transaction. The obligations set out in Clause 8 and 9 above shall survive termination of this Agreement. 14. No party shall assign or transfer or purport to assign or transfer this Agreement or any part of it or the benefit or burden thereof without the prior written consent of the other save that the parties agree that TFS may assign or transfer this Agreement or any part of it or the benefit or burden thereof to any party that takes on the operation of the System or any relevant part of it. 15. This Agreement will be construed in accordance with and governed by the laws of New York State. The parties hereby submit to the non-exclusive jurisdiction of the U.S. courts. 16. (a) The distribution of the information contained on this System in certain countries and jurisdictions may be restricted by law and, accordingly, persons who intend to access the System are required to inform themselves about and to comply with any such restrictions and ensure compliance with the laws of their domicile. This User Agreement does not constitute an offer or solicitation, or an offer to conduct business in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is not lawful to make such an offer or solicitation. (b) Persons interested in trading through the System should inform themselves as to: (i) the legal requirements within the countries of their nationality, residence or domicile for such trading; (ii) any foreign exchange control requirement which they might encounter through such trading; (iii) the income tax and other tax consequences which might be relevant to such trading; and (iv) any anti-money laundering restrictions and requirements that may apply to such trading activity. In particular, but without limitation to the generality of the foregoing, Participant acknowledges that use of the System may in certain countries be restricted by law and, accordingly, agrees in respect of a country in which it is present and in which it wishes to make use of the System to obtain all necessary certificates, licenses, permits and authorizations required for the use and operation of the System and shall not do, neglect to do or permit to be done any act by it or over which it has control whereby use of information on the System, the System itself or the use thereof or the services provided by the Platform Owner Parties would contravene any applicable law, rule or regulation for the time being in force in that country. (c) If Participant is a non-U.S. person it hereby acknowledges that in the event that a US Regulator issues any subpoenas to such Participant, the Platform Owner will assist the Regulator in forwarding any subpoenas to such Participant, and that use of the System by any such Participant who fails to respond to such subpoenas will be limited or denied. 17. Dispute Resolution. (a) All disputes between Participants and their counterparties shall be resolved according to the provisions of the applicable Master Agreements between such parties, and, in the absence of the applicable Master Agreement between the Participant and its counterparties, as agreed by such parties. (b) It is agreed that the Platform Owner acts at all times only as a Platform operator and that accordingly no Platform Owner Party can be held liable in any way whatsoever for any resolution achieved according to these General Terms and Conditions. 18. Each User acknowledges that the Platform Owner does not represent in any way that the Platform is registered with, or designated, recognized, licensed or approved by the SEC, FINRA, NFA, CFTC, or any other regulatory authority. 19. Any notices sent to the Platform or the Platform Owner by the Participant under this User Agreement shall be sent to: E-mail: david.merola@tradition.com; or Post: TFS Derivatives Corporation, 32 Old Slip, 34th Floor, New York, NY 10005 BY CLICKING "SUBMIT" YOU (THE INDIVIDUAL NAMED IN THE REGISTRATION SECTION) CONFIRM FOR AND ON BEHALF OF THE PARTICIPANT COMPANY/BANK NAMED IN THE REGISTRATION SECTION THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE TERMS OF THIS USER AGREEMENT AND THAT YOU HAVE AUTHORITY TO BIND THE PARTICIPANT COMPANY/BANK TO THE TERMS OF THIS USER AGREEMENT. BY CLICKING ON THE "DECLINE" BUTTON, THE REGISTRATION PROCESS WILL IMMEDIATELY BE TERMINATED

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