Terms & Conditions

1. The Site

Please read the details set out below carefully before using this Site. By accessing this Site, you agree to be bound by the following terms and conditions and disclaimers (the "Terms"). You and we agree that the Terms are legally binding between you and us and that your use of the Site is subject to the Terms. This Site has been approved for access in the United States by Daiwa Capital Markets America Inc. ("DCMA", "us" or "we"). DCMA is a member of the New York Stock Exchange, Inc., the Financial Industry Regulatory Authority,(www.finra.org),the National Association of Securities Dealers, Inc., SIPC and other principal exchanges. If you choose to enter this Site from outside the United States, you are advised that it may not be legal in that jurisdiction for you to access or use the facilities available on the Site. DCMA will not be liable for any breach of local law or regulation that you may commit as a result of accessing the Site.

You agree that you are responsible for the confidentiality of access number(s) password(s) to this Site by your firm and your employees. You agree to immediately notify DCMA's Compliance Department if you have reason to believe or become aware of any change of employees, loss, theft or unauthorized use of access number(s), password(s), and/or account number(s).

2. Use of the Site

All products and services of DCMA are subject to the terms and conditions and disclaimers of the applicable agreement governing their use. These terms are to be read by you together with any Terms, conditions and disclaimers provided in the various pages of this Site (collectively the "Terms"). Products and services are not available to retail customers. DCMA does not open retail customer accounts.

As a service to its customers for informational purposes only, DCMA provides access to business and financial information, including but not limited to performance data, investment strategies, calculations, information regarding securities, research, analysis, news, recommendations and other information (the "Information"). Any dated Information is published as of its date only, and DCMA assumes no responsibility to update or amend any such Information. The Information provided in this Site, and the Terms may be changed at any time without notice. You agree to review these terms and agree that your continued use of this Site will mean that you agree to any changes. This material is for the private purposes of the user, and DCMA is not soliciting any action based upon it. Although this material is based upon Information that DCMA considers reliable and endeavors to keep current, DCMA does not represent that this material is accurate, current or complete, and it should not be relied upon as such.

If any part of the Terms are found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms which shall continue to be valid and enforceable to the fullest extent permitted by law.

You may not use the Site for any purpose which is unlawful, abusive, libelous, obscene or threatening.

3. Research

This section governs your access and/or use of the research on this Site. DCMA currently has entered into, and may from periodically enter into agreements with third parties, including agreements with related parties (collectively, "Third Party Providers") to provide DCMA's customers with access to Information relating to securities, options, futures or other financial instruments (collectively, "securities") that is created, generated, compiled, developed or otherwise provided by the Third Party Providers and displayed on or accessed through this Site). You acknowledge that DCMA does not prepare or review any of the Information, that the Third Party Providers may have opinions from time to time with regard to any or all of the Information that may be different from the opinions of other Third Party Providers. In addition, the Information may contain and be subject to further qualifications and disclaimers of the Third Party Providers.

It is not represented that the Information is accurate or complete, and the Information should not be relied upon as such. You understand that the Information may be provided to you with a time delay, which time delay may vary depending on the type of Information, and that the Information will not reflect events occurring after the date of publication, and that DCMA is not obligated to continue to offer Information regarding any securities. While DCMA and the Third Party Providers endeavor to update the Information on a reasonable basis, there may be regulatory, compliance or other reasons preventing or delaying such updates. In addition, the Information is subject to change by the Third Party Provider without notice, which changes may require DCMA to make corresponding changes to Information on this Site. Any changes or the failure to timely make such changes may terminate or affect your access to or use of the Information. You agree that neither the Third Party Providers nor DCMA will be responsible for any such termination or effect. In addition, each Third Party Provider, may, by notice to DCMA unilaterally, limit or terminate anyone's right, including yours, to receive or use the Information, and DCMA will immediately comply with any such notice and will terminate or limit the receipt of the Information. DCMA may also unilaterally terminate your right to receive any or all of the Information. You agree that you will have no rights or remedies if any Third Party Provider ceases, or causes DCMA to cease, providing the Information to you.

You agree that at all times or from time to time, DCMA, the Third Party Providers, their affiliates and/or their respective employees may hold positions in the securities referred to or mentioned in the Information, may trade for their own account as a market maker, specialist, odd lot dealer, block positioner, arbitrageur, or investor, or may have some other corporate finance relationship with any of the companies referred to or mentioned in the Information, and consequently, that at the time of any transaction that you make, any of such entities or employees may have a position in such securities, which position may be partially or completely hedged. You understand that an employee, analyst, officer or a director of DCMA, a Third Party Provider or their respective affiliates may serve as a director for companies referred to in their Information, and that DCMA, the Third Party Provider or their respective affiliates may from time to time perform investment banking or other services for, or solicit investment banking or other business from, any company referred to within the Information. You understand that DCMA, the Third Party Provider or their respective affiliates may, to the extent permitted by law, participate or invest in financing transactions with, perform services for or solicit business from the issuer(s) of the securities referred to in the Information, and/or have a position in or effect transactions in the securities of such issuers. A Third Party Provider, DCMA or their respective affiliates may, to the extent permitted by law, act upon or use the Information or opinions presented in the Information, or the research or analysis on which it is based, before the Information is published. A Third Party Provider, DCMA or their respective affiliates may have previously served as manager or co-manager of a public offering of securities for, or currently may make a market in issues of, any or all of the companies mentioned in the Information.

4. No Offer

Unless you enter into a separate agreement to receive investment advice from a Third Party Provider or DCMA, neither the Third Party Providers nor DCMA (I) is providing investment advice or recommendations to you, (II) represents that any Information and/or analysis contained in the Information is suitable for you or is personalized or in any way tailored to reflect your financial circumstances or investment objectives, and (III) represents that any of the securities discussed are suitable for you. Neither the Information, nor any opinion contained on this Site constitutes and offer to sell or solicitation of an offer to buy any securities. You agree that the Information is being provided as a limited, non-exclusive, non-transferable, non-sublicenseable and revocable license to receive and to use such Information only internally in your business, which will include the ability to make one copy for archival purposes (either in electronic or hard copy form). You agree to not reproduce (including by caching or framing), transmit, sell, distribute or modify the Information in any manner without DCMA's written consent.

DCMA is not registered as a broker-dealer other than in the United States. It does not offer services outside the United States except in cooperation with other non-United States entities. This Site is not directed at any person in any jurisdiction where for any reason the publication or availability of this Site is prohibited. You must not access this Site if such prohibitions apply to you. DCMA does not represent that any of the materials on this Site, any investment services or products that may be deemed to be available on this Site, or anything else on this Site is appropriate for use or permitted by local laws in all jurisdictions. You access this Site on your own initiative, and are responsible for compliance with applicable local laws or regulations. If you are in doubt you should seek legal advice. None of the materials or investment services referred to on this Site are available to persons resident in any jurisdiction where this would be contrary to local law or regulation.

The fact that DCMA has made the data and services provided herein available to the user does not constitute a representation that any product described herein is suitable or appropriate for the user. Many of the products described herein involve significant risks and the user should not enter into any transactions unless the user has fully understood all such risks and has independently determined that such transactions are appropriate for the user. Any discussion of risks contained herein with respect to any product should not be considered to be a disclosure of all risks or a complete discussion of the risks which are mentioned. The user should not construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice, and the user should not act on any Information in this service without consulting its business adviser, attorney, and tax and accounting advisers concerning any contemplated transactions.

5. No Warranties

The following clauses exclude or limit our legal liability for the Site. You should read them carefully. They all apply only as far as the law permits, and in particular we do not exclude or restrict our duties and liabilities to you where or to the extent that this is prohibited by law or regulation. You are wholly responsible for use of the Site by any person using your computer and you must ensure that any such person complies with and is aware of these Terms.

While we have taken reasonable steps to ensure the accuracy, currency, availability, correctness and completeness of the Content on the Site, Information is provided on an "as is", "as available" basis and we do not give or make any warranty or representation of any kind, whether express or implied in respect of such Content, or that any returns indicated will be achieved. Your use of this Site is at your sole risk. This Site may mention certain transactions in which DCMA or its affiliates have been involved. The transactions mentioned may not be representative of all the transactions in which DCMA and its affiliates have been involved.

We do not represent or warrant that the Site will be available or that it will meet your requirements, that access will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted Information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for adequate protection and back up of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses or other destructive properties.

We make no representations or warranties regarding the accuracy, functionality or performance of any third party software that may be used in connection with the Site.

6. Trade Marks and Copyright

All content on the Site ("Content") is protected by copyright, database rights and other intellectual property, including without limitation, trademarks, patent rights, design rights and confidential information ("Intellectual Property") owned or licensed by DCMA, its licensors, content providers, or other third parties. All Intellectual Property in the design, layout, and screen interfaces of the Site is owned by DCMA. You acknowledge these Intellectual Property rights by using the Site.

You may reproduce Content or other Information from the site for your own personal use only. The Information or Content may not otherwise be reproduced, distributed, transmitted, modified, adapted or incorporated in any way into any other document or other material without the express prior permission of DCMA.

You shall not use or adapt any DCMA or third party service marks, trade marks or any similar marks which you access through the Site, nor imply that you are connected or associated with DCMA or any other third party by use of those marks or otherwise.

7. Internet E-mail

Messages sent over the Internet cannot be guaranteed to be completely secure as they are subject to possible interception or loss or possible alteration. We are not responsible for them and will not be liable to you or anyone else for any damages or otherwise in connection with any messages sent by you or to you over the Internet. All communications made to this Site will be considered non-confidential and we may use the contents in such messages in any manner in our discretion.

8. Governing Law

The terms are governed by and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of laws principles thereof. The courts of the above jurisdiction will have exclusive jurisdiction in respect of any dispute that may arise.

9. Agreement to Terms

I/we agree: (1) that I/we have read and understand the terms stated above; (2) I/we intend to form a legally binding contract; (3) a printout of the terms stated above will constitute a "writing" under any applicable law or regulation; and (4) I/we agree to abide by the terms of this Agreement.

Copyright © 2010 Daiwa Capital Markets America Inc.

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