Charles Schwab & Co., Inc. Community User Agreement

Welcome to the Charles Schwab & Co. Inc. (hereinafter referred to as "Schwab" or "we") Trading Services Community (hereinafter referred to as the "Community"). The goal of the Community is to provide Schwab Trading Services clients a forum for discussion and other related services (the "Community Services").

Before participating in the Community Services, either as a visitor or as a user (which, unless otherwise indicated herein, shall be referred to collectively as the "user," "member" or "you") as further described in Section 1 below, you must read this User Agreement (hereinafter referred to as the "Agreement") carefully, and you must agree, without modification, to the terms and conditions of this Agreement before being granted access to the Community Services.

Charles Schwab & Company, Inc. Community User Agreement Acknowledgment. Schwab provides this Agreement to the user for use and participation in the Community Services. Schwab may at anytime revise these terms and conditions by updating the Agreement. By continuing to use the Community Services after updates to this Agreement are posted, you agree to be bound by such subsequent revisions. In addition, the latest version of the Agreement will be available for your review at any time at http://activetrader.schwab.com/community/agreement.htm. Schwab may offer other services that are governed by different terms and conditions. By clicking the "I Agree" button at the bottom of this Agreement, and/or using the Community Services, you represent that:

You understand and intend this Agreement to be a legally binding Agreement and the equivalent of a signed, written contract;

You will use the Community Services in a manner consistent with applicable laws and regulations and in accordance with the Agreement's terms and conditions as Schwab may amend them from time to time; and

You understand, accept, and have received the Agreement and its terms and conditions, acknowledge you can accept the Agreement electronically, and demonstrate that you can access the Agreement and other disclosures and regulatory materials on our Web site.

If you do not agree with the terms and conditions in the Agreement, please select "Cancel" at the bottom of the document, and you will exit.

1. Registration

Visitors to the Community will have viewing access only to the public areas of the Community and, therefore, will not be able to participate in Community discussions or certain of the other Community Services as determined by Schwab in its sole discretion. Notwithstanding, visitors shall be subject to this Agreement. In addition, certain areas of the Community contain information intended only for registered members of the Community. Accordingly, Schwab reserves the right to limit access to certain areas of the Community to registered members who have a Schwab Account and consented to this Agreement, the Schwab Online Services Agreement, the Electronic Services Agreement, the Online Addendum to the Electronic Services Agreement and any other agreements that may be required by Schwab. If you do not qualify, please do not attempt to register with us. To register for the Community, you must provide us with your Username. At your option, you may also provide us with certain other personal information, including your age, location, profession, education, trading profile, and hobbies. The information you provide must be accurate and complete, and it is your responsibility to inform us of any changes to that information. Schwab reserves the right to terminate your access to the Community Services for any reason, including but not limited to because your e-mail address is no longer current or accurate. You agree to maintain only one active registration with the Community at all times and you certify that you currently have no other registration(s) with the Community.

Before registering, you will be asked to provide us with a Username which will be displayed to other users when you are accessing the Community Services. Schwab reserves the right to refuse to grant you a Username if Schwab, in its sole discretion, determines that the Username is or may be, illegal, protected by a trademark, copyright or other legal proprietary right, vulgar, obscene or offensive in any way, or may cause confusion to other participants in the Community Services.

Registered users will access the Community Services by using your Login ID and password that apply to your account with Schwab. You agree not to share your Login ID, password, Username, or e-mail address with others for the purpose of facilitating such other person's access and unauthorized use of the Community Services. You shall be the only authorized user of the Community Services through your Login ID, password, and Username. You also agree that you shall be solely responsible for all messages posted, statements made, or acts or omissions that occur within the Community Services through the use of your Login ID, Password, or Username. If you allow third parties to access the Community Services through your Login ID, Password, or Username, you will defend and indemnify Schwab, its affiliates and any independent contractor engaged by Schwab in connection with the Community Services, against any liability, costs or damages arising out of claims or suits by such third parties based upon or relating to such access and use. If you become aware of unauthorized use of your Login ID or Password, you agree to immediately notify Schwab.

You agree that Schwab has no responsibility or liability for the deletion, corruption or failure to store any messages or other content maintained or transmitted by the Community Services. You acknowledge that features, functionality or other services provided may change at any time. You acknowledge that Schwab reserves the right to sign out, terminate, delete or purge your account from the Community Services if it is inactive. "Inactive" means that you have not signed in to the Community Services for a particular period of time, as determined by Schwab, in its sole discretion.

2. Privacy

The personal information provided by you is subject to Schwab's Privacy Policy, which can be found at www.schwab.com/privacy. You consent to the use this information to allow you to participate in the Community Services. You also agree to read, review, comply with, uphold and maintain our Privacy Policy and the terms and conditions thereof. If you are located outside of the United States, please note that the information that you provide is being sent to the United States. By becoming a member of the Community Services, you consent to your data being sent to the United States and to such other third parties and jurisdictions as may be involved in the provision and operation of the Service.

3. Non-Commercial Use

The Community Services are for the personal use of individuals only. You may not use the Community Services in connection with any commercial endeavors without our express written consent in each case. No member may copy, transfer, or use any names, photos, links, text, data, or other content belonging to or posted by Schwab or other members for the purpose of selling, engaging in, marketing, or promoting any other product or service.

4. Term and Termination

You agree that Schwab may, in its sole discretion, terminate or suspend your access to all or part of the Community Services for any reason, including, without limitation, breach of this Agreement or any subsequent modifications, or attempted assignment of your membership by you. The license granted under this Agreement will terminate if you fail to comply with any term or condition. Upon such violation, you agree to cease accessing the Community Services. Schwab may discontinue the Community Services at anytime. Schwab will not be liable to you or any third- party for any termination of your access to the Community Services.

5. Content Posted by You.

(a) Profile Information. The Community Services include an option which allows members to create a profile and include information (including personal information) that will be viewed by other members and visitors to the Community. WHEN CREATING YOUR PROFILE, PLEASE CONSIDER CAREFULLY THE INFORMATION YOU WANT TO INCLUDE IN YOUR PROFILE. Certain information about every member will be included in that member's profile. Each individual member's public profile includes but is not limited to the following information about the member: Username, age, location, profession, education, trading profile, and hobbies. You may not include in your public profile any telephone numbers, street addresses, or e-mail addresses.

(b) Removal of Content. You understand and agree that we may review and delete any content that you include in your profile, or otherwise post on any area of the Community (which may include deleting your entire profile) that we, in our sole judgment, believe (1) violates this Agreement, (2) might be offensive or illegal, or (3) might violate the rights of, harm, or threaten the safety of any other member.

6. Member Conduct Guidelines

You understand that using the Community Services for an illegal purpose or to transmit content that is unlawful, harassing, or invasive of another's privacy, harmful, vulgar, obscene, or otherwise objectionable, may, among other things, result in removal of messages and/or termination of your membership. Among the categories of postings or actions that could result in the removal of a message and/or the termination of your membership are:

• The unauthorized posting of material, nonpublic information about companies.
• The use of the Community Services to transmit junk mail, "spam", promotional material or unsolicited mass distribution of e-mails or other communication;
• The impersonation by you of any person or entity, or any false statement of affiliation by you with any person or entity;
• The posting or transmittal of content that you are prohibited by law from transmitting (e.g., third-party copyright, patent or trademark) or that you are prohibited from transmitting by contractual or fiduciary duties (e.g., nondisclosure agreement terms);
• The posting of any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• The posting of content that (1) is threatening or harassing of any other individual or entity, particularly any member of the Community, any entity discussed in the Community or Schwab employees or Schwab, (2) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or (3) obscene, defamatory, or libelous;
• The posting or transmittal of sexually explicit content;
• The posting of any messages or content that are harmful to minors;
• The posting of knowingly false or misleading statements;
• The posting of information to manipulate, or attempt to manipulate the market for any security;
• The posting or transmittal of any unsolicited advertising, promotional or marketing materials, sales information or other forms of solicitation;
• The posting of statements that constitute offers to buy or sell any security;
• The posting of statements deemed, at Schwab's discretion, to be promotional of lower-priced securities, typically those priced at less than $5.00 per share, or securities that are not listed on a national securities exchange (e.g. NYSE or NASDAQ National Market); and
• The posting or transmittal of any message or content that violates any applicable local, state, national, international or foreign law, including rules and regulations promulgated by the U.S. Securities and Exchange Commission, the Board of Governors of the Federal Reserve System or any applicable self-regulatory organization or governmental entity.

Although all of the content described above is prohibited, there is a chance that you might become exposed to such items while using the Community Services. If so, neither Schwab, nor any of its officers, directors, employees, shareholders, agents or contractors will in any way be responsible for any damages (to or from any party) related to any such exposure. Please see Section 13 below for further limitations on our liability.

It also is possible for others to obtain personal information about you due to your use of the Community Services. Those others may use your information for purposes other than what you intended. Schwab is not responsible for the use of any personal information by others that you disclose on the Community Services. Please carefully select the type of information that you post on the Community Services or release to others. SCHWAB DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER MEMBERS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE COMMUNITY SERVICES OR OTHERWISE.

7. Information and Messages Posted by Members, Speakers, Community Administrators, and Schwab Employees

Messages may be posted within the Community Services by eligible Schwab clients, speakers, Community Administrators, and Schwab employees.

A Community Moderator is designated by a unique icon preceding the Moderator's Username. You understand that any information, commentary, materials, or endorsements provided through the Community Services or by other participants, are not the views of, or attributable to Schwab, and that any and all individuals providing such information are not employees (unless so identified by a unique icon), associated persons, or agents of, or otherwise affiliated with Schwab. Any participant affiliated with a particular security that is being discussed during the Community Services, must disclose the affiliation when posting a message about that security to other participants.

You understand that the information contained in a message, comment, or content posted is not a complete analysis of every material fact respecting any company, industry or security. Neither Schwab nor any independent contractor engaged by it, assumes any responsibility for, and does not guarantee the accuracy, currency, completeness or usefulness of information in any material in the Community Services and does not endorse any opinions or recommendations posted by you or other members.

You should exercise discretion before relying on information in messages, comments, or content since it may be incorrect or misleading. You agree that to the extent that you rely on information posted within the Community Services, you do so solely at your own risk.

Schwab does not always (and is not obligated to) screen or edit messages before they are posted by other participants within the Community Services.

You acknowledge and agree that Schwab reserves the right, but is not obligated, to monitor and record any and all information, including audio or text that is transmitted, or received through the Community Services. Schwab, at its sole discretion and without any notice to you, may monitor, remove or prohibit the transmission or receipt of any information (including emails) posted within the Community Services which Schwab considers inappropriate or violates any of the terms of this Agreement or applicable law. Notwithstanding this right, you remain solely responsible for the content of the materials you post in the Community Services and in your private email messages. Emails sent between you and other members that are not accessible to the general public may be reviewed by us for compliance with this Agreement, but will be treated by us as private to the extent required by applicable law.

8. Schwab's Proprietary Rights to Content, Trademarks and Copyrights

You agree that upon posting information within the Community Services, you grant Schwab and its successors and assignees, and you represent and warrant that you have the right to grant, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under your copyrights or other intellectual property rights, if any, in such material to use, distribute, display, reproduce, and create derivative works from such material in any and all media, in any manner, whole or part, without any duty to account to you, and to grant and authorize sublicenses of the foregoing. You also grant Schwab the right to authorize the downloading and printing of such material, or any portion thereof, by end users for their personal use. All content, information, and images made available by Schwab through the Community Services and Schwab web sites are the property of Schwab or its licensors and are protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws. Except for one copy for personal use, you may not copy, republish, redistribute, transmit, alter, edit, or exploit in any manner for any purpose content and information in or derived from, the Community Services and Schwab Web sites, without the express written permission of Schwab. No Schwab act or omission should be construed as granting any license or right to use any trademark displayed in relation to the Community Services or the Schwab web sites. Your use of such trademarks is strictly prohibited.

9. General Practices Regarding Use and Storage.

You agree that Schwab has no responsibility or liability for the deletion of, or the failure to store or to transmit, any content and other communications maintained or transmitted by Schwab. You acknowledge that Schwab does not limit the number of transmissions you may send or receive through the Community Services or the amount of storage space used; Schwab retains, however, the right to create limits on use and storage at its sole discretion at any time with or without notice.

10. No Investment Advice by Schwab

You understand and agree that Schwab does not recommend any security, financial product or instrument in the Community, nor does any mention or discussion of a particular security in the Community Services constitute an individualized recommendation to you by Schwab to buy, sell, or hold that or any other security, financial product or investment discussed therein. You understand and agree that the Community Services are provided solely for the use of members who are expected to make their own investment decisions. No comments made by the Community Administrators or any members of the Community are intended to be used as a primary basis of an investment decision, nor should they be construed as advice or recommendations designed to meet the particular investment needs of any investor. Before investing you should make your own independent evaluation of the investment based on your own circumstances or consult with your financial or trading adviser. Many securities discussed may not be suitable for you, and any comments made should not be construed as an offer or the solicitation of an offer to sell or buy any security. You agree that any investment decisions you make will be based solely on your evaluation of your financial circumstances, investment objectives, risk tolerance, financial condition, and liquidity needs.

Schwab, its affiliates and any independent contractor engaged by Schwab to assist in monitoring the Community Services, accept no liability for any loss arising from any use of information available to you in the Community Services. You acknowledge that Schwab is not, and your access to information through the Community Services will not cause Schwab to be, an investment advisor with respect to you.

11. Options Disclosure

The Community Administrators may provide information related to trading options. Certain requirements must be met to trade options through Schwab. Options involve specific risks and complexities, and are not suitable for all investors. Prior to trading any option, you must receive a copy of the Options Clearing Corporation risk disclosure document titled Characteristics and Risks of Standardized Options. Please read the Options Disclosure Document titled "Characteristics and Risks of Standardized Options". Hard copies of this document are available by calling your local Schwab branch office or by writing Charles Schwab & Co., Inc., 211 Main Street, San Francisco CA 94105 . You will also be required to complete the Schwab Option, Margin and Short Capabilities Agreement and be approved for option trading by Schwab prior to engaging in any options trading.

12. Disclaimer of Warranties

The Community Services are provided AS IS and AS AVAILABLE, without warranty of any kind. SCHWAB MAKES NO WARRANTIES OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY, IN ANY COMMUNICATION WITH OUR REPRESENTATIVES, OR US OR OTHERWISE WITH RESPECT TO THE COMMUNITY SERVICES. SCHWAB SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SCHWAB DOES NOT WARRANT THAT YOUR USE OF THE COMMUNITY SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE OR ERROR-FREE, OR THAT THE COMMUNITY SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANY DEFECTS IN THE COMMUNITY SERVICES WILL BE CORRECTED. SCHWAB DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY.

You agree that neither Schwab, nor its affiliates or any independent contractor engaged by Schwab to assist in monitoring the Community Services, will be liable in any way for (a) any inaccuracy, error, or delay in, or omission of (i) any such data, information, or message within the Community Services or on the Schwab Website or (ii) the transmission or delivery of any such data, information, or message; or (b) any loss, expense, cost or damage arising from or occasioned by (i) any such inaccuracy, error, delay, or omission, (ii) non-performance, or (iii) interruption of any such data, information, or message, due either to any negligent act or omission by Schwab or any independent contractor engaged by it, or to any "force majeure" (i.e., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications power failure, or equipment or software malfunction) or any other cause beyond the reasonable control of Schwab. THE ENTIRE RISK AS TO THE USE OF THE COMMUNITY SERVICES IS ASSUMED BY YOU.

13. Indemnification; Limitation of Liability.

You will defend, indemnify, and hold Schwab, its officers, directors, employees, affiliates, agents and independent contractors harmless, for any losses, costs, liabilities or expenses relating to or arising out of your use of the Community Services, including: (i) your breach of this Agreement; (ii) any allegation that any materials that you submit or transmit to the Community Services infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (iii) your activities in connection with the Community Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

IN NO EVENT WILL SCHWAB, ITS AFFILIATES OR INDEPENDENT CONTRACTORS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF PROGRAMS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SERVICE INTERRUPTIONS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE COMMUNITY SERVICES, EVEN IF SCHWAB OR OUR AFFILIATES OR INDEPENDENT CONTRACTORS KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF YOUR COMMUNICATIONS WITH AND/OR INTERACTIONS WITH ANY OTHER MEMBER OF THE COMMUNITY SERVICES.

14. Member Disputes.

You are solely responsible for your interactions with other members. We reserve the right, but have no obligation, to monitor and/or mediate disputes between you and other members and to take any action that we feel may be appropriate in our sole discretion, consistent with the terms of this Agreement, including the termination of the membership of one or more members. If you have a dispute with one or more of members, you release Schwab (and its officers, directors, employees, affiliates, agents, and independent contractors) from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

15. Hyperlinks from the Community Services

The Community Services may occasionally contain links to third-party World Wide Web sites and resources on the Internet. Schwab provides links to these other Websites only as a convenience. The inclusion of such links in the Community Services is not an endorsement by Schwab, implied or otherwise, of the linked site or any products or services in such sites, and no information in such site has been endorsed or approved by Schwab. The linked sites are not under the control of Schwab, and Schwab is not responsible for the contents of any linked site or any link contained in a linked site or links posted by members. You agree that under no circumstances shall Schwab be held responsible or liable, for any loss or damages caused or alleged to have been caused by use of or reliance on any content, goods or services available on such hyperlinked sites.

16. Notices and Communications

Schwab may communicate with you by e-mail or U.S. mail regarding the Community Services. Communications may include an automatic subscription to community newsletters or other resources to keep you informed about the community. You will have the opportunity to unsubscribe to such items should you choose not to receive them. At our sole discretion, email notifications that are designed to keep you informed of activity taking place within the community may also carry additional messages about other community activities. You agree to accept all communications from Schwab at the addresses you provide during Schwab new account application or subsequent information updates (if applicable). You agree to be bound by any assent or agreement you transmit by electronic means. For example, you agree that when you click on an "I agree," "I consent" or other similarly worded "button" or entry field with your mouse, keystroke or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

17. Governing Law

This Agreement will be governed and interpreted pursuant to the laws of the State of California, notwithstanding any principles of conflict of law or your actual state or country of residence. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California. If any part of the Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.


Click "I Agree" for Your Signature

As noted above in the User Agreement Acknowledgement section, by selecting "I Agree", I represent and acknowledge that:

1. I have read, understood, and consented to electronic delivery of the terms and conditions above, and I agree to enter into a legally binding contract based on the above terms and conditions.
2. I intend the act of selecting "I Agree", and the electronic record of it, to be my legal signature to this User Agreement.
3. I understand that Schwab will retain and store a record of this User Agreement with my electronic signature in electronic code. I agree that this record constitutes an original of the User Agreement with my signature.