Terms and Conditions: 1. General This X-markets Website (the “Website”) is established and operated by Deutsche Bank Securities Inc. (“DBSI”), a SEC-registered broker-dealer and a member of the NASD, SIPC and the NYSE. DBSI is an indirect, wholly owned subsidiary of Deutsche Bank AG, a German banking institution. “Deutsche Bank” and “Deutsche Bank Group” are marketing names for Deutsche Bank AG and its subsidiaries and affiliates worldwide. By using the Website [and clicking the "I ACCEPT" button at the end of this page], you agree to accept and be bound by these Terms and Conditions, on your own behalf and on behalf of any party on whose behalf you are acting. DBSI reserves the right to modify or amend these Terms and Conditions at any time. 2. Use of the Website: Unauthorized use of the Website and systems, including, but not limited to, unauthorized entry into the systems of Deutsche Bank, misuse of passwords or of any other information, is strictly prohibited. You may not use this Website in any manner that could damage, disable, overburden, or impair any Deutsche Bank Website or service or interfere with any other party's use and enjoyment of any Deutsche Bank website or service. You may not attempt to gain unauthorized access to any Deutsche Bank website or service, computer systems or networks connected to any Deutsche Bank website or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Website that are contrary to applicable laws or regulations. 3. The Website and Hyperlinks: This Website comprises various websites and pages operated by DBSI. Certain sections of or pages on this Website may contain or be subject to separate terms and conditions, which are in addition to these Terms and Conditions. You should read those additional terms and conditions carefully. By accessing such sections or pages, you agree to be bound by those additional terms and conditions. In the event of a conflict, those additional terms and conditions will govern for your use of those sections or pages. This Website may contain hypertext links to and be linked from third-party websites. These links are provided only as a convenience. When the user clicks on such a link, he leaves this Website. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by DBSI of any information contained in any third-party website. In no event shall we be responsible for the information contained on that site or your use of or inability to use such site. You should also be aware that the terms and conditions of such site and the site's privacy policy may be different from those applicable to your use of this Website. 4. No warranties for contents; limitation on liability: Although best efforts have been used to ensure that the information set out on this Website is reliable, no warranty is made as to its accuracy, completeness and adequacy. Any opinions expressed reflect the current view of DBSI, which may change without notice. The information and materials on this Website may contain typographical errors or inaccuracies. DBSI reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on this Website and to suspend and/or deny access to this Website for scheduled or unscheduled maintenance, upgrades, improvements or corrections. Any dated information is published as of its date only, and DBSI does not undertake any obligation or responsibility to update or amend any such information. DBSI may discontinue or change any product or service described in or offered on this Website at any time. BECAUSE OF THE POSSIBILITY OF HUMAN AND MECHANICAL ERROR AS WELL AS OTHER FACTORS, THIS WEBSITE (INCLUDING ALL INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE) IS PROVIDED "AS IS" "AS AVAILABLE." DBSI, DEUTSCHE BANK AND THIRD PARTY DATA PROVIDERS ARE NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THIS WEBSITE. DBSI, DEUTSCHE BANK AND THIRD PARTY DATA PROVIDERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THIS WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR A PARTICULAR PURPOSE. DBSI, DEUTSCHE BANK AND THIRD PARTY DATA PROVIDERS DO NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND INFORMATION. FURTHERMORE, BY USING THE WEBSITE, YOU AGREE THAT DBSI, DEUTSCHE BANK AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THIS WEBSITE, ANY INCOMPATIBILITY BETWEEN THIS WEBSITE AND THE USER'S FILES AND THE USER'S BROWSER OR OTHER SITE ACCESSING PROGRAM, OR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND DBSI AND ITS AFFILIATES' CONTROL. NO LICENSE TO THE USER IS IMPLIED IN THESE DISCLAIMERS. NOTHING HEREIN SHALL BE CONSTRUED AS LIMITING OR REDUCING DBSI’S RESPONSIBILITIES AND OBLIGATIONS TO CLIENTS IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS. UNDER NO CIRCUMSTANCES WILL DBSI OR DEUTSCHE BANK BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF ANY USE OF OR INABILITY TO USE THE WEBSITE OR ANY PORTION THEREOF, REGARDLESS OF WHETHER DBSI OR DEUTSCHE BANK HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. 5. Privacy; use of information: DBSI respects your privacy. Personal data, which are collected when visiting our website, are processed according to requirements under New York law, excluding its conflicts of law rules. You acknowledge that DBSI may disclose and transfer any information that you provide through this Website to (i) any company within the DBSI group, its affiliates agents or information providers; (ii) to any other person or entity with your consent; or (iii) if we have a right or duty to disclose or are permitted or compelled to so disclose such information by law. You consent to the transmission, transfer or processing of such information to, or through, any country in the world, as we deem necessary or appropriate (including to countries outside the EEA), and by using and providing information through this Website you agree to such transfers. Any information about you that we provide through this Website to third parties will comply with applicable law, including Regulation (S-P). Use of this Website may be monitored, tracked and recorded. Anyone using this Website expressly consents to such monitoring, tracking and recording. 6. Safety of Communication: Communications over the Internet and by e-mail cannot be guaranteed to be secure. There is a risk that information contained in any communication over the Internet, including links selected, selections made and text inserted in fields of pages on the Website, including potentially confidential information, may be intercepted, lost, destroyed or delayed in transmission. Although DBSI will use reasonable efforts to minimize such risk, it does not warrant that any communication or e-mail or any attachments thereto, that is sent out, will be free from viruses, worms or other harmful components.
7. Potential Disruption of Service: Access to the Website may from time to time be unavailable, delayed, limited or slowed due to, among other things: - hardware failure, including among other things failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;
- software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;
- overload of system capacities;
- damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters;
- interruption (whether partial or total) of power supplies or other utility of service;
- strike or other stoppage (whether partial or total) of labor;
- governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or
- any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the control of DBSI.
If access to this Website is unavailable, delayed or limited, or if this Website does not operate quickly and efficiently, you may be unable to access information from or provide information to the Website, or such information provided may not be promptly received or acted upon or you may be unable to retrieve information on a timely basis. If your operations are dependent on such communications with DBSI, and such communications are disrupted or delayed, you may suffer losses. 8. Copyright: All right, title and interest in this Website and any content contained herein is the exclusive property of DBSI, except as otherwise stated. Unless otherwise specified, this Website is for your personal and non-commercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in whole or in part any information, software, products or services obtained from this Website, except for the purposes expressly provided herein, without DBSI's prior written approval. If you download any information or software from this Web site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information. DBSI, Deutsche Bank, the Deutsche Bank logo and other Deutsche Bank trademarks and service marks referenced herein are trademarks and service marks of Deutsche Bank. The names of other actual companies and third-party products or services mentioned herein may be the trademarks or service marks of their respective owners. You are prohibited from using any marks for any purpose including, but not limited to use as “metatags” on other pages or sites on the World Wide Web without the written permission of DBSI or such third party which may own the marks. [Pursuant to Section 512(c)(2) of the Copyright Act, DBSI designates the following agent to receive notifications of claimed infringement: Ms. Kathy Gounaris who can be reached at phone no.: 800-638-2596 or fax number: 410-895-4151 or e-mail: kathy.gounaris@db.com.]
9. Access and selling restrictions The products described on this Website are not eligible for sale in all countries and in any event may only be sold to qualified investors. Access to products and services displayed on this Website and linked websites hereafter may be restricted to certain persons or in some countries. Securities shown on these web sites shall not be offered or sold to any persons prohibited by the law in their country of origin or in any other relevant country. Country-specific sites linked to from the Website may only be accessed by users who are permanently resident in, and legally permitted to log on to the relevant pages. By selecting a link on the Website to pages intended for users of a particular country, a user will be deemed to affirm that it is a resident of that country. DBSI specifically assumes no responsibility whatsoever for the distribution of content of the web pages to individuals or entities which provide false information regarding their country of legal residence. Offering circulars, prospectuses or similar documents that may be contained on or linked to from the Website in connection with a particular product may contain information as to the selling restrictions applicable to any particular product and the user should read them carefully. 10. Decisiveness of offering circular or prospectus: An offering circular or prospectus referring to a specific product is available on the Website in certain cases. In such cases, such offering circular or prospectus will constitute the definitive description of the product. Users should carefully read the information contained therein before making any investment decision. 11. No offer to purchase: Nothing contained on this Website should be considered as an offer to purchase any of the securities or other products as described on this Website. Pricing levels and valuations published on the Website are indicative and they and other information displayed thereon are for information purposes only. 12. Nature of indicative bid/offer prices: On certain pages of this Website, DBSI may be providing the indicative bids and/or offers for securities or other products described therein (“Indicative Prices”). Such Indicative Prices are an accommodation to you solely for your own internal use. Indicative Prices represent an indication (determined by DBSI at its sole discretion) of the prices at which DBSI might have paid or charged, as the case may be, to decrease (DBSI’s Bid) or increase (DBSI’s Offer) the size or notional amount of the transaction or instrument referred to above as the time and date specified, and do not represent a firm Bid or Offer. Indicative Prices are based upon a limited increase or decrease in the size or notional amount, prevailing market conditions and DBSI’s current appetite for the resulting altered risk profile. If DBSI subsequently quotes firm Bid or Offer prices to decrease or increase the size or notional amount of the transaction on instrument, which it is under no obligation to do, the firm prices will almost certainly differ from the most recent Indicative Prices. This difference can be less favorable to you, and due to the volatility of market conditions, the size or notional amount of the decrease or increase and other factors, the differential could be substantial. DBSI specifically disclaims liability for any losses or damages (incidental, consequential or otherwise) that may arise from Indicative Prices that are either used or relied upon by you or any other party for any reason including, without limitation, your use of Indicative Prices in preparation of your own financial books and records. 13. No investment advice: Information made available on this Website should not be considered as investment advice or any form of recommendation to purchase products described therein. 14. Suitability: The Website does not have regard to the specific investment objectives, financial situation, and particular needs of, and does not represent investment advice or personal recommendation to, any person. Changes in interest rates, exchange rates and the equity prices and credit quality of issuers and underlying issuers of products may have an adverse effect on the value of and income from such products. The value of products and their income can go down as well as up, and could rise or fall dramatically. Investors may not get back the full amount invested. Prior to the execution of any transaction by you involving information you received from this Website, you should consult your business advisor, attorney, and tax and accounting advisors with respect to the price, suitability, value or other aspects of any security or other investment. Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the user may want to purchase or sell a particular security or other instrument. The information and services provided on this Website are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or clearing organization or where DBSI is not authorized to provide such information or services. Some products and services described in this Website may not be available in all jurisdictions or to all clients. Illiquid investments, such as private investments, may not be suitable for all investors, are not transferable and typically will not be listed or traded on any exchange. Hence, it may be difficult to realize the investment prior to maturity. It might be difficult to obtain reliable information about the market value of such investments or the extent of the risks to which they are exposed, including the risk of total loss of capital. 15. Historical performance: Past performance information contained on this Website is not indicative of future results and no projection, representation or warranty is made regarding future performance. 16. Hypothetical results: The Website and its contents may contain results that are hypothetical. Hypothetical results are based on a number of working assumptions that may not be capable of duplication in actual trading or transactions. Hypothetical performance results have certain inherent limitations. Unlike an actual performance record, hypothetical returns do not represent actual trading or transactions. Also, since the trades and transactions have not actually been executed, the results may have over or under-compensated for the impact, if any, of certain market factors such as liquidity constraints, fee schedules and transaction costs. Hypothetical trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that future performance will or is likely to achieve profits or losses similar to those shown. 17. DBSI and Deutsche Bank may hold positions: DBSI, Deutsche Bank and/or any of their associates have or may have a position or a material interest in any investment referred to in this Website, or related investments, and an associate is or may be the only market maker in certain investments. DBSI and Deutsche Bank, as full service firms, may have, or may have had within the previous 12 months, business relationships, including investment banking relationships, with, or provided significant advice to, companies referred to in this Website or related investments. 18. Taxation: Any information relating to taxation is based on information currently available. The levels and bases of, and relief from, taxation can change and the benefits of products where discussed may cease to exist. This material is not intended to provide, and should not be relied on for, accounting, legal or tax advice, or investment recommendations. As DBSI does not provide tax advice, we recommend you consult your tax or legal advisor about your personal tax position.
19. Use of Leverage: Use of leverage can carry a high degree of risk. A comparatively small movement in the value of investments can lead to a large change in the value of your portfolio. This can work against you as well as for you. 20. Derivatives: Structured securities are complex instruments, typically involve a high degree of risk and are intended for sale only to sophisticated investors who are capable of understanding and assuming the risks involved. The market value of any structured security may be affected by changes in economic, financial and political factors (including, but not limited to, spot and forward interest and exchange rates), time to maturity, market conditions and volatility and the equity prices and credit quality of any issuer or reference issuer. Any investor interested in purchasing a structured product should conduct its own investigation and analysis of the product and consult with its own professional advisers as to the risks involved in making such a purchase. Trading in options involves risk and is not suitable for all investors. Prior to buying or selling an option investors must review the Characteristics and Risks of Standardized Options: http://onn.theocc.com/publications/risks/riskstoc.pdf If you are unable to access the website please contact Deutsche Bank AG at +1 (212) 250-7994 for a copy of this important document. Additional information may be available upon request. Any results shown do not reflect the impact of commission and/or fees, unless stated. The products shown on the Website, including any financial futures and options, are not appropriate for all investors. Their relative merits should be carefully weighed. 21. Governing Law; Jurisdiction; Severability: These Terms and Conditions are exclusively governed by and shall be construed in accordance with New York law, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions or your use of this Website shall be the state or federal courts located in the State of New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. If at any time any provision (or part of any provision) of these Terms and Conditions is, or becomes, illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect the legality, validity or enforceability in that or any other jurisdiction of any other provision (or any other part of this provision) of these terms.
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