BD ADVANTAGE
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. By using this site, you signify your assent to these terms of use. If you do not agree to these terms of use please do not use the site. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of BD ADVANTAGE following the posting of changes to these terms will mean you accept those changes.

CRITERIA FOR BECOMING A MEMBER
Membership with BD Advantage is designed primarily for broker-dealers who meet the following criteria:

• Independent firm (not a wirehouse or regional B/D)

• Not self-clearing or affiliated with a clearing firm

• Not a proprietary or single-product firm seeking to advertise their program(s).

If you do not meet these criteria, we would appreciate your consideration in not submitting an application to join. If you believe you qualify, despite not meeting one or more of these criteria, we welcome a call or e-mail from you in order to discuss this. You may also click on the "Contact Us" button to the left or the "I Do Not Agree" button at the bottom of this form.

RESTRICTIONS ON USE OF MATERIALS
This site is operated by BD ADVANTAGE and its affiliates, (collectively referred to as "BD ADVANTAGE," "BDA," "we," "us," or "our" herein). No material from BD ADVANTAGE or any Web site owned, operated, licensed, or controlled by BD ADVANTAGE may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided that (i) you keep intact all copyright and other proprietary notices, (ii) you make no modifications to the materials, (iii) you do not use the materials in a manner that suggests an association with or endorsement of any product, service, opinion, cause or anything else, (iv) you do not download quantities of materials to a database that can be used to avoid future downloads from an BD ADVANTAGE Web site. For purposes of these terms, the use of any such material on any other Web site or networked computer environment is prohibited. All trademarks, service marks, and trade names are proprietary to BD ADVANTAGE.

In the event you download software from the site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by BD ADVANTAGE. BD ADVANTAGE does not transfer title to the Software to you. You own the medium on which the Software is recorded, but BD ADVANTAGE retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

SUBMISSIONS
BD ADVANTAGE is pleased to hear from its members and welcomes your comments regarding BD ADVANTAGE products, including BD ADVANTAGE's online services. Unfortunately, however, BD ADVANTAGE's long-standing company policy does not allow it to accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by BD ADVANTAGE's professional staff might seem to others to be similar to their own creative work. While we do value your feedback on our services and products, we request that you be specific in your comments on those services and products, and not submit any creative ideas, suggestions, or other materials unless you specifically agree to relinquish ownership to such ideas, etc.

If at our request you send certain specific submissions (e.g., postings to chat, boards, or contests) or, despite our request that you not send us any other creative materials, you send us creative suggestions, ideas, notes, drawings, concepts, or other information (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the property of BD ADVANTAGE. None of the Submissions shall be subject to any obligation of confidence on the part of BD ADVANTAGE, and BD ADVANTAGE shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, BD ADVANTAGE shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature throughout the universe and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.

FORUMS AND PUBLIC COMMUNICATION
"Forum" means a chat area, bulletin board, or e-mail function offered as part of BD ADVANTAGE. You shall not upload to, distribute through, or otherwise publish through BD ADVANTAGE any content which is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise give rise to liability or violate any law.

The Forums shall be used only in a noncommercial manner. You shall not, without our express written approval, distribute or otherwise publish any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services. You specifically acknowledge that soliciting other BD ADVANTAGE guests to join or become members of any commercial online service or other organization is expressly prohibited. You must also follow the House Rules whenever you are using BD ADVANTAGE.

It is our policy to respect the privacy of all guests. Therefore, in addition to the privacy of Registration data (see our Privacy Policy), we will not monitor, edit, or disclose the contents of a guest's e-mail unless required in the course of normal maintenance of BD ADVANTAGE and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1)comply with the law or comply with legal process served on BD ADVANTAGE; (2) protect and defend the rights or property of BD ADVANTAGE; or (3) act in an emergency to protect the personal safety of our guests or the public. Guests shall remain solely responsible for the content of their messages.

By uploading materials to any Forum or submitting any materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called "moral rights" in those materials have been waived.

Never assume people are who the say they are, know what they say they know, or are affiliated with whom they say they are affiliated with in any chat room, message board, or other user generated content area. Information obtained on message boards or in chat rooms is no substitute for independent research, and it's not a good idea to trade or make any investment decisions based solely or largely on information you can't confirm. BD ADVANTAGE cannot be responsible for the content or accuracy of any information, and shall not be responsible for any trading or investment decisions made based on such information.

CONTENT LINKED TO BD ADVANTAGE
BD ADVANTAGE encourages you to exercise discretion while browsing the Internet using this service. BD ADVANTAGE may produce automated search results or otherwise link you to sites containing information that some people may find inappropriate or offensive. BD ADVANTAGE makes no representations concerning any effort to review the content of linked sites. Consequently, BD ADVANTAGE is not and cannot be held responsible for the accuracy, copyright compliance, legality or decency of material contained in sites listed in our search results or otherwise linked to the BD ADVANTAGE site.

DISCLAIMER
THE MATERIALS IN THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BD ADVANTAGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BD ADVANTAGE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BD ADVANTAGE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT BD ADVANTAGE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

INDEMNIFICATION
MEMBER IS ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF MEMBER'S PASSWORD AND ACCOUNT. FURTHERMORE, MEMBER IS ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER MEMBER'S ACCOUNT AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE PROVIDERS FOR ANY LIABILITY OR EXPENSE ARISING FROM SUCH USE OR MISUSE. MEMBER AGREES TO IMMEDIATELY NOTIFY THE PROVIDERS OF ANY UNAUTHORIZED USE OF MEMBER'S ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO MEMBER.

LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL BD ADVANTAGE BE LIABLE FOR ANY OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE, EVEN IF BD ADVANTAGE OR AN BD ADVANTAGE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL BD ADVANTAGE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. See Notice and Procedure for Making Claims of Copyright Infringement.

JURISDICTIONAL ISSUES
Unless otherwise specified, the materials in the site are presented solely for the purpose of promoting programs, films, and other products available in the United States, its territories, possessions, and protectorates. This site is controlled and operated by BD ADVANTAGE from its offices within the State of California, United States of America. BD ADVANTAGE makes no representation that materials in the site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this site is further subject to United States export controls. No software from this site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders or in violation of any other federal rule or regulation. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

TERMINATION
These terms are effective until terminated by either party. You may terminate these terms at any time by destroying all materials obtained from any and all BD ADVANTAGE site(s) and all related documentation and all copies and installations thereof, whether made under the terms of these terms or otherwise. These terms will terminate immediately without notice from BD ADVANTAGE if in BD ADVANTAGE's sole discretion you fail to comply with any term or provision of these terms. Upon termination, you must destroy all materials obtained from this site and any and all other BD ADVANTAGE site(s) and all copies thereof, whether made under the terms of these terms or otherwise.