T E R M S & C O N D I T I O N S
Pasiv Financial Ltd Client Agreement
These terms and conditions (the “Terms and Conditions“) apply to the provision of certain services to you (“you“) by Pasiv Financial Limited (“Pasiv“, “us“, “our“, “we“) and its Associates. The Terms and Conditions contain the core information defining our business relationship with you, including the provision to you by Pasiv of the financial service of arranging deals in investments. Pasiv is a company incorporated and registered in the Dubai International Financial Centre (“DIFC“) with company number 3527, whose registered office is Unit P4-10 Park Towers, DIFC, Dubai, United Arab Emirates (“UAE”) and is authorized and regulated by the Dubai Financial Services Authority (“DFSA“). These Terms and Conditions contain important information regarding the services that we will provide to you for your own protection. You should read them carefully before accepting them. Please let us know as soon as possible if there is anything which you do not understand or please visit our Website at www.pasiv.ae and ask for further information. These Terms and Conditions together with any appendices, annexes, accompanying documents and/or supplemental agreements (as may be amended from time to time) form an agreement between you and Pasiv (the “Agreement“). This Agreement constitutes a client agreement for the purposes of the DFSA Rulebook Conduct of Business Module.
Pasiv Financial Limited is authorized and regulated by the DFSA with firm reference number 3527 Pasiv’s principal place of business is P4-10A, Park Towers, DIFC, Dubai, UAE. We are required to conduct our business and dealings with you in accordance with the “DFSA Rules”. You acknowledge and agree that this agreement is executed within the DIFC.
Communication with us
You may communicate with us in writing, including; email or other electronic means, or orally (including by telephone). The language of communication will be the English language, and you will receive documents and other information from us in the English language. If a document is translated into another language this will be for information purposes only and the English version will prevail at all times.
Our Website at www.pasiv.ae contains further details about us and our services and other information, relevant to this Agreement and our Website. In the event of conflict between this Agreement and the Website, this Agreement will prevail.
For the purpose of the DFSA Rules, we will treat you as a Retail Client when conducting business with you, and you will benefit from the regulatory protection afforded to that category of client protection under Applicable Regulations in relation to such business. If we assess that you are a Professional Client, we may ask you to provide evidence attesting to your net worth.
This Agreement and all Transactions are subject to Applicable Regulations so that:if there is a conflict between this Agreement and any Applicable Regulations, the latter will prevail;nothing in this Agreement will exclude or restrict any obligation which we have to you under Applicable Regulations;we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations;all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations will not render us or any of our directors, or officers, employees liable.
You must make an independent decision as to whether or not to enter into a Transaction with us and invest through the Pasiv Platform subject to this Agreement and to the following conditions:
You acknowledge and agree that we do not provide advice and/or recommendations and we will not advise on the merits or otherwise of your investment. The decision to invest is yours alone, and you are solely responsible for the effect the Transaction might have on your personal finances.
Conflicts of Interest
We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients.
We operate in accordance with a conflicts of interest policy which we have put in place for this purpose, under which we have identified those situations in which there may be a conflict of interest, and in each case the steps we have taken to manage that conflict (“Conflict of Interest Document”) a copy of which is found in Appendix 3. Any changes and/ or moderations to the Conflict of Interest Document will be available at all times at www.pasiv.ae.
By entering into any Transactions you represent and warrant that:you will act in accordance with any Applicable Regulations;you are not acting in any way which is intended to or may be considered to be “Market Abuse”(as such term is defined in the Applicable Regulations); andyou are not acting with the intention of contravening any other provision of the Applicable Regulations.
SCOPE AND APPOINTMENT
Commencement: You acknowledge and agree that:you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement;Pasiv shall not be responsible for providing the services set out in Appendix 1;you have read and understood the terms and conditions including but not limited to the customer account agreement of ChoiceTrade before opening an account with ChoiceTrade; andyou understand that the management of your funds held with ChoiceTrade will be governed by the terms and conditions of ChoiceTrade.
Scope of this Agreement: This Agreement sets out the basis on which we provide services to you. Pasiv provides a digital trading platform for the purposes of arranging investment deals with ChoiceTrade. During the course of your relationship with us, you represent and warrant to us that you:are duly authorized to enter into this Agreement;are over the age of eighteen (18);have not previously been suspended or removed from the services provided by Pasiv or ChoiceTrade;your registration and your use of the services provided by Pasiv is in compliance with any and all Applicable Regulations;may not authorize another user to use the services provided by Pasiv on your behalf; andare the sole owner of the funds invested into the ChoiceTrade Account and are the only person entitled to the funds and assets held in the ChoiceTrade Account; andare not a United States Resident.
Processing of your subscription: The Pasiv app is a subscription based service. Use of this platform involves an Annual or Monthly Service Fee. You acknowledge and agree to pay the service fee by credit or debit card. Pasiv may invoice you by email and/or send you a payment request in the chat if you do not pay your service fees at the time of onboarding. Pasiv will provide you with a receipt after payment. You understand and agree to the service fees being processed by a third party Stripe LLC or any other third party payment processing entity that Pasiv chooses to affiliate with. You understand that Stripe provides you the option to save your credit or debit card information so as to automatically renew your subscription on a monthly or annual basis. You understand you have been given the choice to pay these fees monthly or annually. If you opt to pay annually, you may or may not be entitled to some discount. You acknowledge that a finder’s fee may be paid pursuant to agreement. You acknowledge that these fees will be charged to your debit or credit card monthly or annually from the day of account opening. We will use reasonable endeavours to process your subscription promptly. We do not guarantee that your subscription will be activated by any specific time. You will not be provided with access to Pasiv subscription service until we have successfully verified your payment and contact details. You will receive email confirmation when your subscription has been accepted.
Charging the SubscriptionYou acknowledge that an annual service fee of $99 is charged once your ChoiceTrade account application is submitted, thereby starting the monthly or annual billing cycle. If your choice of subscription is the monthly fee, $9 will be charged at the time of application submission, and subsequently on a monthly basis. If the charging of your credit or debit card fails, the status of your account will be described in point 2.6. If your account is not approved for opening, the $99 for annual plans, or the $9 for monthly plans, will be refunded to you. A reduced monthly and annual service fee will be charged only in case of a temporary promotional discount offer or promo code entered by you.
Late Payment, Failed Payment & Inability to Charge
You acknowledge that your account is considered to be in “withdrawals only mode” when the service fee cannot be charged due to card expiry or insufficient funds. If your account is set to “Withdrawals Only Mode” you will have 60 days grace period to settle any outstanding dues to remove the withdrawal only restriction. You understand you can no longer make new investments on this account, but can only sell securities you are holding & make withdrawals from your account until a time the service fee is paid to initiate a new billing cycle.
Automatic Closure After 60 days
You acknowledge that if your dues go unsettled for more than 60 days, your account will change from the status in 2.5 to “Automatic Closure”. Your account will automatically be closed at ChoiceTrade and the account closing procedure described in section 17.3 will apply. If the cash balance including the value of all securities you own falls below the $60 threshold (fee charged by ChoiceTrade’s bank for withdrawal), the brokerage firm will retain the amount in the account below $60 as a forced termination fee.
No RefundsYou acknowledge that once the subscription fee is paid, you are not normally entitled to a refund of your service fees from Pasiv. Pro-rata fees will also not be charged. Billing cycles commence at the time of account application submission. You understand that you are not entitled to any refund after a new billing cycle has begun, nor are you entitled to pro-rata compensation for any days in a billing cycle where you do not use, operate or log into your ChoiceTrade account through Pasiv. Any refund processed by Pasiv will be at the sole discretion of its management or subject to a review of a complaint submitted by a paid subscriber.
You acknowledge that you have the right to change your plan from the annual plan to the monthly plan and vice versa, but using the “change plan” option from the Account screen in the app, or contacting Pasiv directly at email@example.com. If you have paid the annual plan and you are switching to the monthly plan, the first charge will take place on the anniversary of your annual plan (the same date as the expiry of your annual plan). If you are switching from the monthly plan to the annual plan, your annual plan will commence 30 days after the most recent monthly plan payment. Pasiv will email you a payment link to confirm and complete the change in both scenarios.
Unless specifically stated in any subscription offer, you agree that at the end of the initial subscription period (and of each renewal period thereafter), your subscription will automatically renew for the same subscription period at the then prevailing Subscription Fee (which could be monthly or annual based on your subscription selection), which may be amended from time to time.
You can cancel your subscription at any time, however you may or may not be entitled to a refund on your subscription depending on the nature of the cancellation. Your subscription will be automatically canceled in the event of non-payment if you are unable to settle your dues after a period of 60 days from the last date of the attempted charge. You acknowledge that if you wish to close your account and withdraw your funds, you can do so at any time by navigating to the account screen in the mobile app, going to setting and selecting “Close My Account”. You will be asked to sign and acknowledge the account closing formalities namelyNo Subscription Refund : you are not entitled to a refund or pro-rata refund on the days left in your billing cycle for which the service was not renderedWithdrawal Fees Apply : the withdrawal fee of $60 will apply as per the norm. A withdrawal can only be made to an account that the customer has already uploaded a bank statement for.Sale of Securities : you must sell your securities in the account and wait for those securities to settle as cash before you can close your account.Data Disposal : Pasiv will delete any and all data pertaining to this customer from its company servers apart from data we may retain for regulatory and legal purposes in line with the DIFC 2020 Data Protection Law. The company will comply with all relevant DIFC laws regarding data protection & privacy with regard to terminating your account, and all your personal information from company servers. You will be duly informed that a secure data disposal exercise has taken place once your account closure process is complete.
To enter into a Transaction, you must open accounts with Pasiv and ChoiceTrade. To apply for such accounts, you will need to complete an online application form and provide us with information that we request, so that we can identify you, verify your identity, conduct fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks, and any other checks as required by Applicable Regulations, or as required by our internal procedures. This means we will require you to provide us with personally identifiable information, the countries where you are a tax resident and any other information which is required under Applicable Regulations.
You acknowledge and agree that Pasiv has entered into an agreement, or agreements, with ChoiceTrade. US Securities & Product are provided by ChoiceTrade. Pasiv may enter into agreement with additional brokerage providers in the future and will duly inform you of the same.Custody of Funds: By making use of the services provided by Pasiv you acknowledge and agree that Pasiv does not handle cash and does not execute trades. All money and securities are held by a regulated custodian of ChoiceTrade and all trades are executed by ChoiceTrade.Third Party Agreement : You acknowledge and agree that you will enter into a separate customer agreement with ChoiceTrade which will govern your relationship with ChoiceTrade. A copy of these supplemental agreements can be found in Appendix 7 of this document.Non Supervision & Responsibility : You acknowledge and agree that Pasiv does not supervise ChoiceTrade and will not be responsible, and will not be liable, for any of ChoiceTrade’s actions. In the event of any disputes between you and ChoiceTrade, you will resolve such disputes directly with ChoiceTrade.Execution : You understand that all orders for the purchase of securities given for your Pasiv Account will be authorized and executed by ChoiceTrade in reliance on your promise that an actual purchase is intended. By confirming a trade order in Pasiv using an authorization code sent to your mobile device, ChoiceTrade will consider this promise made.
FEES, PAYMENT, REVENUE
Gets you access financial data, financial chat assistant and alerts & updates on the securities you are holding within the Pasiv platform for USD 9 per month or USD 99 per year. Pasiv will have the right to levy such fees and charges (“Fees“) (in the manner determined by Pasiv) in relation to any service offered by Pasiv pursuant to this Agreement as prescribed by Pasiv from time to time.
Third Party Expenses
You note that Pasiv may incur the costs, fees, charges and/or expenses of third parties in the delivery of the services to you. Such costs, fees, charges and/or expenses will be governed by the terms and conditions of such third parties. For instance: When depositing money into your account please note that Pasiv does not charge transfer fees, but your bank fees will apply. Fees typically range between $15-$30. This amount will be reflected as a deduction in your total cash. You may check your bank’s fees policy before transferring
For example: if you wanted to transfer $500 to your Pasiv account, and your local bank account charges $25 as international transfer fees, you will be receiving $475 in your Pasiv account.Moreover, Pasiv does not charge or receive any withdrawal fees. A flat fee of $60 will however be charged by ChoiceTrade’s bank for all withdrawals. Please ensure that you have at least $60 in available funds before making a withdrawal. If you do not have atleast $60 of available cash the withdrawal will be rejected and the status of the withdrawal shown on your account as “rejected”. Example: if you have $1000 in your account available for withdrawal, and you attempted to withdraw the full amount, you will receive back $940 in your personal bank account You agree to pay, repay and/or reimburse such costs, fees, charges and/or expenses of Pasiv in connection with services provided by Pasiv to you under this Agreement. You shall also reimburse Pasiv for any part of such cost, fee, charge or expense (or proportion of it) which represents VAT, save to the extent that Pasiv notifies you that it is satisfied that it will be entitled to credit or repayment in respect of such VAT from the relevant tax authority.
You acknowledge that your account at ChoiceTrade is consequently non-interest bearing.
Payment Due Date
Any payments due to us under this Agreement will be payable in same day funds in such currency as we may from time to time specify and to the bank account designated by us for such purposes.
Any payments due to us under this Agreement are: exclusive of VAT or any other similar taxes, and you will in addition pay an amount equal to any VAT chargeable on those sums; andwill be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Tax as required by law). If you are required by law to deduct or withhold Tax you will pay to us additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had such payment not been subject to a deduction or withholding of Tax.
Amendments to the Fee
Pasiv may, in its sole discretion, amend the Subscription Fee and/ or any other Fees payable by you upon thirty (30) days prior notice. The amount of fees, as well as the nature of fees, may change from time to time. Pasiv reserves the right to adjust its existing fees and add new fees at its sole discretion. You acknowledge that the prevailing fees may change. We will always notify you of the changes in fees which will apply to your account at least 30 days before these changes become effective.
Remuneration and Sharing of Charges: Pasiv does not receive remuneration from ChoiceTrade in the form of payment for order flow which ChoiceTrade may earn from other partner execution providers.
Third Party Payments: In respect of Transactions which we enter with you, unless expressly affirmatively agreed between us in writing:We reserve the right not to comply with any request by you to make a payment or a delivery to a third party; andWhere we become aware that funds have been paid to us and/or ChoiceTrade or a delivery made to us other than by you, we reserve the right to refuse such payment or delivery.
SELF DIRECTED INVESTING
In respect to each Transaction, we will deal with you solely on an Instruction-Only Basis. We will not advise on the merits of any Transaction or the taxation or other consequences hereof.
Own Judgment and Suitability
In entering into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transactions. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of the Transaction. We provide you with no warranty as to the suitability of the products traded under this Agreement and assume no fiduciary duty in our relations with you.
Risk Disclosure Statement
Please see attached at Appendix 2 - outlining ChoiceTrade’s Risk Disclosure which is in compliance with the rules of the DFSA. This Risk Disclosure Statement sets out the particular investment risks on trading certain Transactions. Your acceptance of this Agreement will be treated as your informed acknowledgment that you have carefully read and are prepared to accept the risks outlined in the Risk Disclosure Statement. If there is anything you do not understand it is recommended that you seek specialist independent financial and/or legal advice, in particular, regarding the suitability of trading in certain Transactions.
Investment research and delegation and use of third parties: Where we do provide investment research, generic information about investments including but not limited to price, market or valuation information or assessment services, stock research and analysis, market commentary or other information (collectively “Investment Content“) through our website services you acknowledge and agree:the Investment Content is provided solely to enable you to make your own investment decisions and does not amount to advice; andWe give no representation, warranty or guarantee as to the accuracy or completeness of such Investment Content.
5. USE OF THE PASIV PLATFORM
Access & Use
Platform Functionality & Configuration
You acknowledge that we will have sole discretion and control over, and the right to modify at any time, the Pasiv Platform and its functionality, configuration, appearance and content, including without limitation:the parameters and methods by which Transactions are placed, routed, marketed or otherwise processed by the Pasiv Platform; andthe availability of the Pasiv Platform to any user or with respect to particular Financial Instrument, or Transactions at any particular places, times or locations.
You agree to be bound by the various legends, disclaimers, terms and conditions displayed on or linked to the Pasiv Platform and/ or the Website. Such legends and disclaimers may be updated and/or modified from time to time without prior written notice thereof to you.
6. USER CONTENT
Third Party Content
You acknowledge and agree that certain content is provided by third-parties and made available to Pasiv by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the “Forums“). Such content is not advice created or provided by Pasiv and does not constitute a recommendation to buy, sell, or hold any security or securities. Reliance on any third party content available on or through the Forums is used at your own risk and Pasiv will not be responsible or liable to you for the performance by the third party or their services and whether they have exercised reasonable care and diligence in the selection of the same.
Whenever you make use of a feature that allows you to upload content to our Website and/or Pasiv Platform, or to make contact with other users of our Website and/or Pasiv Platform any content you upload must not:be defamatory of any person;contain material which is obscene, discriminatory, offensive, hateful, threatening or inflammatory;infringe any copyright, database right or trademark of any other person;be likely to deceive any person;promote any illegal activity;be likely to harass, upset, embarrass, alarm or annoy any other person; orbe used to impersonate any person, or to misrepresent your identity or affiliation with any person.
Non-Confidentiality of Content
Any content you upload to our Website and/or Pasiv Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Website and/or Pasiv Platform a limited license to use, store and copy that content and to distribute and make it available to third parties. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website and/or Pasiv Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
Responsibility for Backups
You are solely responsible for securing and backing up your content.
Content from Other Users
The Website and/or Pasiv Platform may include information and materials uploaded by other users. This information and these materials have not been verified or approved by us. The views expressed by other users on the Website and/or Pasiv Platform do not represent our views or values. If you wish to complain about information and materials uploaded by other users please contact us.
7. YOUR INFORMATION
Data Protection Disclosure
You consent to us using and holding your Personal Data in accordance with our Data Privacy & Data Protection Policy available on our website at www.pasiv.ae
Pasiv may use the Personal Data that it collects:to open your Pasiv Account and enable related Transaction and trading arrangements;to supply the services;to meet Pasiv’s obligations under DFSA Rules and other applicable law;for client service, analysis and market research purposes;to undertake credit and reference checks and/or to recover a debt or for the purposes of legal proceedings; and/orfor general account administration purposes.
You acknowledge and agree that Pasiv may share your Personal Data in the following circumstances:where Pasiv uses your Personal Data to assess your eligibility for the services and to verify your identity;Pasiv may share Personal Data with its affiliates and with third parties who may administer and operate the Pasiv Account from time to time. Pasiv will always take appropriate measures and meet its legal obligations to ensure that any Personal Data transferred to such third parties is kept securely;on an assignment of the obligation and rights under this Agreement, or if Pasiv restructures its business or the whole or any part of its business is sold then Pasiv may transfer your information to the relevant third party provided this is in line with statutory data protection requirements; andPasiv may share your Personal Data with UAE and overseas law enforcement agencies or regulatory authorities and other relevant bodies for crime prevention purposes.
Pasiv will retain copy records for a period of six (6) years or otherwise stipulated by us in accordance with DFSA Rules and other applicable laws from the date of termination of your Agreement. Pasiv may scan and retain all hard copy documentation including Personal Data within our data storage system indefinitely. Retained data may be archived off-site and can usually be retrieved within three (3) working days. Pasiv may seek to recover reasonable expenses for retrieval of any such data after the date of termination of your Agreement.
The Pasiv Platform will display the indicative price to buy, and the price to sell for each product. This is called a “quote”. A quote is not an offer by us to buy or sell any products. Our quotes may be different from the prices provided by other brokers, the market price, as well as the current prices on any exchanges or trading platforms. Although, when we provide a quote, we may take into account the price that we receive from a broker, the market, or any exchanges or trading platforms, we are under no obligation to do this, and we are under no obligation to ensure that the quotes which we provide are within any specific percentage of such price. If the prices on a market, exchange or trading platform are distorted, for example during a short term price spike, or during pre-market, post-market, or intra-day auction periods, we may reflect similar prices in our quotes, but we are under no obligation to do this. When the underlying market or exchange is closed, our quotes may reflect what we believe to be the current bid and ask price of the relevant product. Quotes and prices are updated and change constantly which means that the price to buy or sell may change between the time that you view or place your order and the time that your order is executed by ChoiceTrade. We will tell you the price that your order was executed at. The number of shares or securities that we display may also change between the time that you view or place your order and the time that and the time that your order is executed by ChoiceTrade.When you use our services, you will place an order. An order is any request placed by you with us to purchase or to sell or otherwise deal in securities (via ChoiceTrade) on the trading platform from time to time. We will then need to accept your order and instruct ChoiceTrade to execute it for it to take effect. You can place an order by using the Pasiv Platform. We will instruct ChoiceTrade to execute orders that are received from your Pasiv Account on the Pasiv Platform, and which we reasonably believe are from you, or authorized by you. Please be careful when making an order. If you place orders by accident or in error, for example if you place multiple orders which are the same, we will assume that you did this on purpose, and we will instruct ChoiceTrade to execute them without checking this with you.Once we accept your order, we will transmit it to ChoiceTrade to execute it in accordance with any specific instructions that you give. This is called a trade. We cannot guarantee that your execution price will match your order price. This is because the market may be volatile and/or the price may have moved up or down between the time that you place your order (or the time your limit order, take profit and/or stop loss order has been activated) and the time that ChoiceTrade executes your order. This is known as slippage. When this happens, we will execute your order at the next best price.If you have placed an order during: (a) times in which the market of the underlying is suspended (for example, during the weekend or at off-market hours, suspension due to market conditions or due to any other event in which the market of the underlying is suspended), and/or (b) during the time the market was open, however, your order is triggered shortly following a suspension, then the applicable order you have placed will be executed by ChoiceTrade as soon as is reasonable under the circumstances when market liquidity conditions are reasonable. We do not guarantee that your order will be executed by ChoiceTrade at the first available underlying market price at commencement of trading or within any specific range compared to other market prices which may be available to you from other sources. We are not liable for any loss or for other claims which you may have in connection with such orders.
We will transmit orders to ChoiceTrade for execution during trading hours. Different products have different trading hours. It is your responsibility to ensure you are aware of the trading hours for the product you are trading. We may agree to instruct ChoiceTrade to execute orders outside of business hours, at our discretion.Where you place an order outside of market hours, or where the product you are trading has a 24/7 market, but your order is placed during a period where there is limited trading (for example during the weekend), the availability of the different functionalities which we may provide as part of our services, including instructions which you may give in respect of a trade, may be delayed or may not be available. We are not liable for any loss which results from your inability to access or provide certain trading functionalities and instructions.
You may request to cancel or modify an order which we have not instructed ChoiceTrade to execute. However, we cannot guarantee that we will be able to carry out your request. This will depend on the product that you are trading.We are not required to accept every order that you make and we reserve the rights to decline any order or transaction. If we have accepted your order, we are not required to instruct ChoiceTrade to complete/execute every order. We provide below a non-exhaustive list of examples of situations where we may not accept an order, not instruct a ChoiceTrade to execute or complete an order, or cancel an order:if we reasonably believe the security of your Pasiv Account or Account with ChoiceTrade is at risk, or if we’re concerned about unauthorized or fraudulent use of your Accounts with Pasiv. This might happen if we think someone is using your Pasiv Account or your ChoiceTrade Account provider without your permission;if you do not have enough money in your ChoiceTrade Account to cover the maximum amount of loss associated with your order, plus any associated fees, charges and applicable margin;if we reasonably believe that there is an error with your order. For example, if you have placed an order that is unusually large and you have never done this before;if the order you have requested is unusual or for exaggerated volumes;there is an error with the quote that is displayed. For example, if the quote is manifestly different to the market price, prices on exchanges, prices on trading platforms, and/or if the quote is clearly loss making;there is a change in applicable law, which means that the order is no longer in compliance with applicable law;an exchange requests or recommends that the order is canceled;you breach the rules of trading.Where you place a fractional share order (an order for a non-integer amount of shares), the terms outlined in Appendix 4 of this agreement will apply. ChoiceTrade reserves the right to reject any fractional orders at any time.
If we do not accept your order, instruct ChoiceTrade to complete/execute your order, or if we cancel your order, we will inform you by making that information available on the Pasiv Platform in the account screen in the transaction list, unless there is a legal reason that we cannot provide this information to you.
If we have instructed ChoiceTrade to execute your order, and a transaction has occurred, we may instruct ChoiceTrade to take corrective actions and either modify the transaction, or void the transaction. We will inform you of errors by making information available on our trading platform, including any corrective actions we intend to take.
Fees & Charges
ChoiceTrade may use the money in your account to pay fees, costs or charges which become due and payable. Where you enter into a transaction, all fees, costs, and charges for that transaction will become due and payable immediately upon execution, and ChoiceTrade will deduct the relevant sum from your account at that point.
Losses Incurred from Erroneous Order Placement
Pasiv will not be responsible for any losses you incur as a result of any actions or inactions taken by us in accordance with clause 8.1. By using our service you acknowledge that there is a component of artificial intelligence / machine learning that is used to show you a particular security based on a natural language input from you. It is your sole responsibility to ensure that the security you are purchasing is indeed the company (stock) or fund (ETF) that you intended to purchase, and not a close alternative that our artificial intelligence / machine learning makes a match with. You can verify the company’s details by typing “More Info ____” followed by the ticker of the company to verify if its description, market cap and details match the company you intend to purchase.
Instruction Only Basis
Pasiv will transmit buy/sell trade orders to effect a transaction to ChoiceTrade for execution, based on your instructions. We will not advise you about the merits of any transactions. We will be dealing on an Instruction-Only Basis. All deals are arranged on your behalf with ChoiceTrade (who execute and are the counterparty to all trades).
We do not have to make sure that any transaction is suitable or appropriate for you. Therefore, you will not benefit from the protections of any relevant DFSA Rules which dictate when we need to assess the suitability or appropriateness of any transaction for you.
Instructions to Pasiv
Pasiv will act on your instructions to undertake (on your behalf) such actions as may reasonably be required for Pasiv to pass orders and effect transactions through ChoiceTrade on your behalf.
Authorizations & Documents
You will execute and deliver any authorizations and documents as may be reasonably necessary for Pasiv to carry out the arranging services under this Agreement.
9. YOUR OBLIGATIONS
Accuracy & Correctness of Submission
You acknowledge that Pasiv will be relying on the information or documents provided by you to Pasiv. It is your responsibility to ensure that information or documentation provided by you to Pasiv is complete, accurate and not misleading in any material respect and that you have notified Pasiv of any information which could be relevant to the performance of Pasiv’s duties under this Agreement.
Submitting Additional Information
Further, we may, from time to time, require additional information and/or documents (including as required by anti-money laundering regulations and any other similar regulations applicable to us (“AML“), as well as for anti-fraud measures or any other related internal procedures), or clarifications to information and/or documents which you have provided to us. The information you provide to us must be complete, accurate and not misleading. If you do not provide us with the required information, or if you provide inaccurate, incomplete or misleading information, we will not be able to open a Pasiv Account for you, or, if you already have a Pasiv Account, we may freeze, block, or close your Pasiv Account.
You will be responsible for all tax returns, filings and reports on any transactions undertaken pursuant to this Agreement and for the payment of all unpaid capital calls, taxes or other liability arising out of, or in connection with, the investments held in your Account.
Borrowing to Invest
You acknowledge that borrowing money to finance a contribution into your ChoiceTrade Account involves the risk that the value of your capital investment will go down. If you borrow money to make a contribution, it is your sole responsibility to repay the loan and pay interest as required by the loan’s term – the obligation to pay back remains even if the value in ChoiceTrade Account declines. We strongly recommend against borrowing to fund an investment arranged with Pasiv. Should you wish to leverage your gains, you may apply for a margin account with Pasiv.
10. KEEPING YOUR ACCOUNT SAFE
If we accept your application, we will open a Pasiv Account for you. You will need to authenticate via OTP to access your Pasiv Account and we may also require other security details. It is your responsibility to take all reasonable steps to keep your Pasiv Account safe.
You will need to change your security details immediately and contact us as soon as possible if you think someone else knows them. We may block access to your Pasiv Account or block access to our services if we believe that it is necessary for security or legal reasons. For example, if we think someone may have access to or is using your Pasiv Account without your permission. We may contact you to provide you with new security details, or contact you to require you to change your security details.
3rd Party Access
You must not give any third party (including minors) any access to and/or control of your Pasiv Account. If you elect to give another person access to and/or control of your Pasiv Account, you do so at your own risk and we will not be responsible for the decisions of that third party.
11. INSTRUCTIONS AND COMMUNICATION
Account Holder Instructions Only
Instructions may only be provided by you through the Pasiv Platform. All written communications should be directed to Pasiv’s registered office at the address set out in clause 20.3 of this Agreement and on our Website. Complaints should be notified to Pasiv in accordance with clause 16.
Pasiv will be entitled to act on any instructions reasonably believed to be from you or an authorized representative of you. It is your responsibility to keep the security details applicable to your Pasiv Account safe and not share them with any other person. Where you have any reason to suspect that your security details have or might be compromised, you must contact us immediately.
Right To Refuse Instruction Execution
You acknowledge that: a) Pasiv may not accept instructions until it is able to satisfy itself that the instructions originated from you or an authorized representative of you; b) Pasiv will not be responsible for any losses or loss of opportunity due to any delays arising from Pasiv confirming the validity of instructions or the accuracy of instructions where they are, in Pasiv’s reasonable opinion, unclear.
Advisability or Suitability
Pasiv will not be responsible for the advisability or suitability of transactions made at your instruction.
Pasiv, in its sole discretion, may refuse to act on an instruction given by you or an authorized representative of you, where: (i) it has reason to doubt the validity of the instruction; and/or (ii) the instruction is not capable of being carried out on the Pasiv platform.
Non Transferability of Account Rights
Pasiv will not be obliged to deal with any person to whom you may have disposed of or otherwise assigned or transferred to or encumbered any funds, assets or other entitlements held in or under your Pasiv Account.
Transaction statements, third party valuation reports and other third party summary and research reports on the Pasiv Account and third party reports or investment commentary as Pasiv may choose to provide as part of your subscription, may be provided electronically to you by email to the address provided by you or via the dashboard on the Website and/or the Pasiv Platform.
Language Use for Communication
All communications between you and Pasiv must be in English. By entering into this Agreement, you confirm that you can read and understand the English language. If you are in doubt as to the meaning of any clause in any document that we provide to you, please seek independent advice.
12. CLIENT FUNDS AND ACCOUNT FUNDING
No Custody of Funds
We are not permitted under the DFSA Rules to receive or hold any funds on your behalf. You acknowledge and agree that any funds relating to your Transactions will be held with ChoiceTrade.
Non-DIFC Based Custodian
Where you transfer your funds to a ChoiceTrade, you acknowledge and agree that your funds will be held with a bank that is not approved under the Client Money rules of the DFSA and that your funds may therefore not be protected as effectively as had it been held in a client bank account in the DIFC.
Broker Custody Agreement
You acknowledge and agree that you are solely responsible for reading and accepting the terms and conditions of ChoiceTrade before sending your funds to ChoiceTrade.
13. LENDING, BORROWING AND UNDERWRITING
13.1 Pasiv will not instruct ChoiceTrade to (i) commit you to supplementing the assets in your Account by borrowing cash or investments on your behalf and by committing you to a contract which may require you to supplement such assets; or (ii) enter into stock lending, stock borrowing, repurchase or reverse repurchase arrangements in relation to assets in your Account.
14. VALUATIONS AND REPORTING
Statements showing the composition and value of your Pasiv Account and ChoiceTrade Account and ongoing transactions will be provided in the Account Screen on the Pasiv Platform. This data is provided by ChoiceTrade and Pasiv does not guarantee its accuracy or timeliness. ChoiceTrade may have delays in providing you accurate composition and value numbers.
Levels used in statements for the Pasiv Account to reflect the assets held in your ChoiceTrade Accounts will reflect Pasiv’s good faith effort to ascertain fair market values for the assets based on pricing and valuation information that Pasiv believes to be reliable and which may comprise and be based on valuation information provided by ChoiceTrade. Variations in market conditions will mean that the prices shown in periodic statements and any other reports do not necessarily reflect realizable values.
15. REPRESENTATIONS, WARRANTIES AND COVENANTS
Representations and Warranties: You represent and warrant to us as of the date of this Agreement and the date of each Transaction that:you have the power to execute, deliver and perform your obligations under this Agreement and all necessary action has been taken to authorize that execution, delivery and performance;as at the date of each Transaction, you have all the necessary authority, powers, consents, licenses and authorisation and have taken all the necessary action to enable you lawfully to enter into such Transaction;you have obtained from all relevant authorities all licences, permissions and consents required in order for you to enter into a Transaction and to perform your obligations under this Agreement;this Agreement, each Transaction and the obligations created under them are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;no event of default (“Event of Default“) or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an event of default (a “Potential Event of Default“) has occurred and is continuing with respect to you;you act as principal and sole beneficial owner in entering into this Agreement and each Transaction;any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;except as otherwise agreed in writing by us, you are the sole beneficial owner of all funds you transfer to us or ChoiceTrade under this Agreement;
Covenants: You will:at all times obtain and comply, and so all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorisations referred to in this clause 15;promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself.use all reasonable steps to comply with all Applicable Regulations in relation to this Agreement and any Transaction, so far as they are applicable to you or us, and in any event you will at all times act with due skill and care.
If you have any complaint about our performance under this Agreement, you should direct that complaint to our Compliance Officer at firstname.lastname@example.org, who will investigate the nature of the complaint in accordance with our complaints handling procedure to endeavor to resolve it. A copy of our complaints handling procedure is available on request. We have procedures for handling your complaints fairly and promptly and in accordance with the DFSA Rules.
Should we consider that ChoiceTrade is entirely or partly responsible for the matter complained of, we may refer your complaint to that institution. In this instance, we will firstly inform you that ChoiceTrade is entirely or partly to blame and will obtain your consent in writing to refer the complaint to the relevant institution.
We will try to resolve your complaint as quickly as possible and to your complete satisfaction. If we are unable to satisfactorily address your complaint, you may be able to refer your complaint to the DFSA for independent assessment. Should you wish to contact them you can do so in writing at: Dubai Financial Services Authority, Level 13, The Gate, PO Box 75850, Dubai, UAE.
Unless required by Applicable Regulations, you may terminate this Agreement and the relationship between us by giving us 30 (thirty) days notice of termination using Pasiv Platform. Upon receipt of your termination request we will notify ChoiceTrade to close your ChoiceTrade Account. The redemption of your funds will be governed by the terms and conditions of ChoiceTrade’s Customer Account Agreement and the Account Closing process described in section 2.10 of this agreement.
Upon terminating this Agreement, subject to clause 17.1, all amounts payable by you to us will become immediately due and payable including (but without limitation):(All outstanding fees, charges and commission; andAny investment expenses or withdrawal fees incurred by terminating this Agreement.
All outstanding transactions at the time of Pasiv Account closure will be settled and the investments in your ChoiceTrade Account sold, with the funds and proceeds in your ChoiceTrade Account remitted to your designated account in accordance with the terms and conditions of the ChoiceTrade’s Customer Account Agreement.
Each of the following, including but not limited to, will constitute an event for termination of this Agreement with immediate effect and without further notice to you:
You fail to make any payment when due under this Agreement, or to observe or perform any other provision of this Agreement and such failure continues for one (1) Business Day after notice of non-performance has been given by us;We have reason to suspect fraud or that the security of the Pasiv Account or ChoiceTrade Account has otherwise been breached;We have reason to suspect that ChoiceTrade Account or Pasiv Account is being used in a way that is contrary to financial services and markets regulations, for market abuse, or for the furtherance of a financial crime including money laundering;You fail to provide us with information that in our reasonable opinion we need to satisfy our obligations under any applicable laws, rules and regulations, whether relating to the prevention of financial crime or otherwise;We have reason to suspect that your Accounts are being used in a way that is contrary to sanctions related laws, rules or regulations.
You commence a voluntary case or other procedure seeking or proposing liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law;An involuntary case or other procedure is commenced against you seeking or proposing liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law.
To the extent we are permitted to do so by Applicable Regulations we will contact you on the suspension of your Accounts promptly and seek to satisfactorily resolve the issue and will remove the suspension when we do so resolve the issue. We may be prohibited by law from contacting you or discussing details with you.
Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.The following clauses will continue in full forceClause 18 (Exclusions, Limitations and Indemnity) of this agreement;Clause 21 (Governing Law and Jurisdiction); of this agreement andany other clauses agreed between us in relation to such Transactions.
18. EXCLUSIONS, LIMITATIONS AND INDEMNITY
No Investment Guarantee
Pasiv gives no assurance or guarantee that the value of investments in your ChoiceTrade Account will not go down or that the investment held in your ChoiceTrade Account will generate profits or income, or that any investment or savings goals you may have (even where you have notified us of them) will be achieved.
User Errors in Judgment
Pasiv will not be liable for any error of judgment or any loss suffered by you in connection with the services it provides to you under this Agreement (and in particular, but without limitation, Pasiv will not be liable for any loss which may be sustained in the purchase, holding or sale of any investments in accordance with those services) unless such loss arises from negligence, wilful default, dishonesty or fraud by it or any of its employees. Pasiv will not be liable for any other losses suffered by you (which will include loss of profits, income or capital, costs, expenses, claims or damages) including losses arising from:negligence, wilful default, fraud or insolvency of any other person;Pasiv carrying out or relying on instructions or on any information provided or made available to Pasiv by you, ChoiceTrade, any appointed representative or agent of yours or any person duly appointed by Pasiv;market conditions or changes in market conditions; orany delayed receipt, non-receipt, loss or corruption of any information contained in email or for any breach of confidentiality resulting from email communication or any consequential loss arising from either of the foregoing.
Pasiv will not be liable for any consequential, special, indirect or speculative loss or damage, or loss of profits, loss of opportunity, goodwill or reputation suffered by you or any other person.
Third Party Defaults
In particular, but without limitation, Pasiv will not be liable for any default of any counterparty, bank, sub-custodian, or any other entity which holds money, investments or other documents of title on behalf of you or with or through whom transactions are conducted for you. Pasiv will not be liable to you for any losses incurred by you as a result of the acts or omissions of ChoiceTrade, save to the extent that such losses are caused by Pasiv’s negligence, wilful default or dishonesty in complying with clause 18.5.
Service is Provided As Is
The Pasiv Platform is provided “AS IS” on an “IS AVAILABLE” basis without any representations or any kind of warranties whatsoever (whether expressed or implied by law). We and our licensors disclaim to the fullest extent permitted by law all express, implied and statutory warranties, including without limitation, the warranties as to functionality, operability, accessibility, accuracy, correctness, reliability, updatedness, timeliness, satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Without limiting the foregoing, we do not warrant that our services, functions contained in or access to the Website and/or your Pasiv Platform and/or the dashboard or other content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Pasiv Platform or its contents are free of infection by computer viruses and/or other harmful or corrupting code, programme, macro and such other unauthorized software, or that the download, installation or use of any systems or content of the Pasiv Platform in or with any computer will not affect the functionality or performance of the computer. We are not responsible or liable for the deletion or failure to store any content maintained or posted by or through the Pasiv Platform.
Third Party Website & Links
The Pasiv Platform may contain links to other websites which are not maintained by us. Similarly, other websites may contain links to the Website. We have no control over such sites and resources, and you acknowledge and agree that we are not responsible for the availability or contents of those websites and will not be liable for any damages or injury arising from the availability or contents of those websites. Any links to other websites are provided as a convenience to you as a user of the Pasiv Platform and does not imply our endorsement of the linked website or association with their operators. We disclaim all responsibility and liability, direct or indirect, for any damage or losses (including any virus, spyware, malware, worms, errors or damaging materials contained in the linked sites) caused or alleged to be caused by or in connection with the use or reliance on any such content available on or through any such site or resource, which are accessed and used at your own risks.
Solicitation & Reliance
The content of the Pasiv Platform is only intended to provide you with general information and is neither an offer to sell nor a solicitation of an offer to purchase any security and may not be relied upon for investment purposes. Any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Pasiv Platform should not be considered, or construed as, professional or investment advice, nor should be relied upon as such. The information contained within any commentaries, articles, daily news items, public and/or private chat publications/communications, stock analysis, stock reports and/or other information contained in the Pasiv Platform is not specific to your personal circumstances and should not be taken as advice or recommendation and, before taking any particular action, specific and personal advice should be obtained from an independent advisor of your choice.
Limitation of Liability
We will not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, market, clearing house, or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty of liability we may have to you under the regulatory system (as defined in the DFSA Rules), which may not be excluded or restricted thereunder.
You will pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your Accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your Accounts or any Transaction or any matching Transaction on a market or with an intermediate broker or as a result of any misrepresentation by you on any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.
19. FORCE MAJEURE
In the event of any failure, hindrance or delay in performance of Pasiv’s obligations under this Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances outside Pasiv’s control, including, but not limited to acts or regulations of any governmental bodies or authorities or securities exchanges, any delay or changes in the market conditions, settlement system, a custodian refusing to act on Pasiv’s instructions or the breakdown, failure, disruptions or malfunction of any telecommunications or computer service, except for Pasiv’s own systems, Pasiv will have no liability for any loss or change in the value of the assets in ChoiceTrade Account or any opportunity lost incurred as a result of above failure or delay.
We have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will provide you with at least thirty (30) Business Days written notice to you. Such an amendment will become effective on the date specified in the notice. For the avoidance of doubt, any amendment to the Subscription Fees will be deemed material. If you do not close your Accounts prior to the date on which you are notified that the changes will come into effect, you will be deemed to have agreed to the changes and they will apply to your Accounts.
Any other amendment must be agreed in writing between us. Unless otherwise agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen.
Pasiv may on thirty (30) days’ prior written notice (which may be via email to the email address provided to Pasiv by you), assign its rights and/or obligations under this Agreement to a third party selected by Pasiv, including by way of merger, consolidation or the acquisition of all or substantially all of Pasiv’s business and assets relating to this Agreement, provided that; (i) doing so will not adversely affect your rights or obligations under this Agreement; and (ii) the assignee is to Pasiv’s reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance.
Unless otherwise agreed, all notices, instructions and other communications to be provided by us under this Agreement will be given to the address or email provided by you. You will notify us of any changes to your address.
All notices, instructions and other communications to be given by you to us under this Agreement will be given in writing using the details below or such other details as may be notified to you from time to time.
Address: P4-10A Park Towers, DIFC, Dubai, United Arab Emirates (“UAE”)
Subject : For the attention of: Legal & Compliance Department
Subject to Applicable Regulations, any communication between us using electronic signatures will be binding as if it were in writing. Orders or instructions provided to us via email or other electronic means will constitute evidence of the orders or instructions provided to us
Recording of Calls
In order to comply with our regulatory requirements, we are required to record telephone conversations relating to Transactions. You consent to the recording of such telephone conversations and the use of such recordings and/or transcripts from such recordings for any purpose. The recordings and/or transcripts will be our sole property and you acknowledge and agree that they may be used as evidence of the orders or instructions that you provided.
Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.
You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted.
Third Party Rights
This Agreement will be for the benefit of and binding upon us both and our respective successors and assigns. You will not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause will be void.
Time of Essence
Time will be of the essence in respect of all your obligations under this Agreement (including any Transaction).
Rights and Remedies
The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We will be under no obligation to exercise any right or remedy either at all or in a manner or at any time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction) or otherwise will operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy will prevent further exercise of that right or remedy or the exercise of another right or remedy.
Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set-off any amount (whether actual or contingent, present or future) owed by you against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes we may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
21. GOVERNING LAW AND JURISDICTION
A Transaction which is subject to the rules of a market will be governed by the law applicable to it under those rules.
This Agreement will be governed by and construed in accordance with the laws of the DIFC.
Dispute ResolutionAny dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be subject to the exclusive jurisdiction of the Courts of the DIFC. For disputes under AED 1,000,000 in value, the parties agree to exclusively hear the matter in the Small Claims Tribunal at the DIFC Courts.
In this Agreement
“Accounts” means collectively the Pasiv Account and ChoiceTrade Account.
“Applicable Regulations” means each of the following, as in force from time to time: (i) DFSA Rules or any other rules of a relevant regulatory authority; and (ii) All other applicable laws, rules and regulations.“Associate” means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoints, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them.
“Pasiv Account” means an account opened by you directly with Pasiv for the purposes of arranging deals in investments with a ChoiceTrade which will display in aggregate the status of your ChoiceTrade Account(s).
“Pasiv Platform” means the Pasiv mobile application.
“Business Day” means a day which is not a Friday or a Saturday and upon which banks are open for business in the United Arab Emirates
“DFSA” means Dubai Financial Services Authority.
“DFSA Rules” means the subsidiary legislation made under the DIFC Regulatory law 2004 by the Board of Directors of the DFSA or any other law applicable in the DIFC which is administered by the DFSA.
“Financial Instrument” means and includes but is not limited to securities, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices, financial measures or commodities;
“Instruction-Only Basis” means we will convey your instructions to arrange to buy and sell securities through a ChoiceTrade but will not give you advice about the securities and/or any Transactions.
“Order” means an instruction to buy or sell a Financial Instrument at a price quoted by us as appropriate.
“Retail Client” means as defined in the DFSA Rules.
“Risk Disclosure Statement” means as defined in Appendix 2.
“ChoiceTrade” means an entity, including but not limited to a US broker-dealer, which is licensed to carry out certain financial service and brokerage services activities including: (a) holding your funds; and (b) the execution of certain transactions that are arranged by Pasiv on an Instruction-Only Basis and offered to you through the Pasiv Platform.
“ChoiceTrade Account” means an account opened by you with a ChoiceTrade.
“Subscription Fee” means the fees that are required to be paid by you to us on a monthly and/or annual basis for the duration of the subscription period.
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any interest or penalty payable in connection with any failure to pay or any delay in paying any of the same).
“Transaction” means any transaction in a Financial Instrument or any other contractual arrangement entered into between you and us.
“United States Resident” means any natural person resident in the United States.
“VAT” means any value added tax, including value added tax as provided for in the United Arab Emirates Value Added Tax Law No. 8 of 2017, and any other Tax of a similar nature.
“Website” means Pasiv’s website, as amended from time to time, which may be found at www.pasiv.ae
I acknowledge and understand that:Pasiv is not an investment adviser.I am responsible for determining the suitability of any particular investment strategy, transaction, or security. Pasiv has no responsibility for any such determination.While Pasiv operates through its Website or Pasiv Mobile Application, it is not a vehicle through which Pasiv provides trading advice, and that any information made available through its website services by Pasiv does not constitute an individualized recommendation by Pasiv to buy, sell or hold a particular security.That content is not pre-screened by Pasiv, is not advice created or provided by Pasiv, and does not constitute a recommendation by Pasiv to buy, sell or hold any security or securities, and that Pasiv does not monitor or supervise any of the third-parties that post content to the public service, and no such third parties are Pasiv’s supervised persons. Pasiv has no responsibility and will have no liability for content or any other third-party content whatsoever.Unless otherwise agreed to in writing, Pasiv does not have discretionary authority over the investing account with ChoiceTrade or an obligation to monitor, review or make recommendations for the investment of securities in my investing account.Pasiv does not provide tax or legal advice.
IT IS VERY IMPORTANT THAT YOU READ AND FULLY UNDERSTAND THE FOLLOWING RISKS OF TRADING AND INVESTING IN YOUR SELF-DIRECTED PASIV ACCOUNT. The following link to ChoiceTrade’s Risk Disclosure Statement (“Risk Disclosure”) is a summary of some of the risks of investing and trading securities and does not disclose all the risks and other significant aspects of trading in securities.You can read the full risk disclosure in Appendix 7C or on our website www.pasiv.aePasiv Financial Limited (hereinafter referred to as “Pasiv“, “we“, “our“) wishes to emphasize that all investments carry risk, and that past results are not necessarily indicative of future results. You should not deal in securities unless you understand the nature of the contract you are entering into and the extent of the exposure to risk. You should also be satisfied that the investment is suitable for you in the light of your circumstances and financial position. Pasiv encourages its Client to invest carefully, and you should undertake such transactions only if you understand the nature of the trading which you engage in and the extent of your exposure and risk.
All Client accounts are self-directed. Accordingly, Clients are solely responsible for any and all orders placed in their Pasiv Account and understand that all orders entered by them are unsolicited and based on their own investment decisions or the investment decisions of their duly authorized representative or agent. Consequently, any Client of Pasiv agrees that neither Pasiv nor any of its employees, agents, principals or representatives:provide investment advice in connection with a Pasiv Account;recommend any security, transaction or order;solicit orders;act as a market maker in any security;make discretionary trades; andproduce or provide research. To the extent research materials or similar information is available through www.pasiv.ae or the websites of any of its affiliates and its mobile application, these materials are intended for informational and educational purposes only and they do not constitute a recommendation to enter into any securities transactions or to engage in any investment strategies.
General Risks of Trading & Investing
In consideration of Pasiv agreeing to arrange deals in investment and provide regulated financial services to you under the terms and conditions of the customer agreement between us, and the customer agreement between you and ChoiceTrade (as defined in the terms and conditions) you acknowledge, understand and agree that:
C1 : No Investment Advice
That neither Pasiv nor its affiliates provide any trading or investment advice. Our affiliate, Pasiv Technology Services Ltd provides technology, technology support and administrative services, and it does not offer trading or investment advice or recommend the purchase or sale of any securities. Therefore, Clients need to depend on their own understanding and knowledge of the details of trading and investing in order to handle situations that may arise, including the consultation of their own advisors as they deem appropriate.
C2 : No guarantees of profit
There are no guarantees of profit nor of avoiding losses when trading in securities. You have received no such guarantees from Pasiv or from any of our representatives. You are aware of the risks inherent in trading in securities and financially able to bear such risks and withstand any losses incurred. The contents of any information, research or report provided should not be construed as an express or implied promise, as a guarantee or implication that you will profit from the strategies herein or as a guarantee that losses in connection therewith can or will be limited.
C3 : Suspension of Trading
Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.A stop market order is an order, placed with your broker, to buy or sell a particular stock at the market price if and when the price reaches a specified level. Stop orders are often used by traders in an effort to limit the amount they might lose. If and when the market reaches whatever price you specify, a stop order becomes an order to execute the desired trade at the best price immediately obtainable. There can be no guarantee, however, that it will be possible under all market conditions to execute the order at the price specified. In an active, volatile market, the market price may be declining (or rising) so rapidly that there is no opportunity to liquidate your position at the stop price you have designated. Under these circumstances, the broker’s only obligation is to execute your order at the best price that is available. Therefore, stop orders may reduce, but not eliminate, your trading risk.
C4 : Risks of Investing in stocks
Investments always entail some degree of risk. You should aware that:Some investments in stock cannot easily be sold or converted to cash. Check to see if there is any penalty or charge if you must sell an investment quickly.Investments in stock issued by a company with little or no operating history or published information involves greater risk than investing in a public company with an operating history and extensive public information.Stock investments are not federally insured against a loss in market value.Stock you own may be subject to tender offers, mergers, reorganizations, or third-party actions that can affect the value of your ownership interest. Pay careful attention to public announcements and information sent to you about such transactions. They involve complex investment decisions. Be sure you fully understand the terms of any offer to exchange or sell your shares before you act. In some cases, such as partial or two-tier tender offers, failure to act can have detrimental effects on your investment.
Mobile Application Trading
There are risks associated with utilizing mobile application trading system including, but not limited to, failure of hardware, software and internet connection. One result of such a failure may be that your order is either not executed according to your instructions or is not executed at all.We will have no liability or duty of indemnification for any claims, losses, damages, costs or expenses, caused, directly or indirectly, by any malfunction or failure of any transmission, communication system, computer facility or trading software, whether belonging to Pasiv, the client, any exchange or any settlement or clearing system, and/or for any third party violations and/or from any actions or events outside our control. Furthermore, we are not responsible for the breach of internet security with respect of your account.
Before you begin to invest, you should ensure that you understand all commissions, fees and other charges for which you will be liable. If any charges are not expressed in the fee terms you should obtain a clear written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms.
You are obligated to keep passwords secret and ensure that third parties do not obtain access to your mobile application account. You will be liable for trades executed by means of your password or authorization code even if such use may be wrongful.
Modifications to the Risk Disclosure Statement
We reserve the right to change this risk disclosure statement at any time by posting revisions on this website. Such changes will be effective upon posting. We advise you to check our website frequently to review any changes to this risk disclosure statement.
Transactions in other Jurisdictions
If you deal with transactions on markets in other jurisdictions including markets formally linked to a domestic market, you may be exposed to additional risk. Such markets may be subject to regulation which may offer different or diminished investor protection. Before you trade you should inquire about any rules relevant to your particular transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been affected.
This document sets out Pasiv Financial Limited’s (“Pasiv”) obligation to effectively manage the conflicts of interest that may arise where it provides services to you in the course of carrying on regulated activities. This document is not intended to create third party rights or duties or form part of any contractual agreement between Pasiv and you.A conflict of interest arises when the interests of Pasiv (including its Directors, employees’ certain persons directly or indirectly connected to Pasiv) or another client conflict with the interests of its clients to whom Pasiv provides arranging deals in investment services.The DFSA Rules require Pasiv to manage conflicts of interest fairly, both between itself and its clients and between a client and any another client. These requirements include:
Identification of conflicts:
Pasiv is required to take all reasonable steps to identify conflicts of interest between itself and its clients, and between a client and another client, whose existence may entail a material risk of damage to the interest of that client;
Pasiv is required to maintain and operate effective organizational and administrative arrangements with a view to taking all reasonable steps to prevent a conflict of interest from constituting or giving rise to a material risk of damage to the interest of its clients;
Record of conflicts:
Pasiv is required to keep and maintain a record of the kinds of service or activity carried out by Pasiv in which a conflict of interest that entails a material risk of damage to the interest of its clients has arisen or may arise;
Disclosure of conflicts:
Before providing services to a client, Pasiv is required to disclose to clients on a durable medium the nature and source of any conflict of interest that risks damage to the interest of the client and which are not avoided by Pasiv’s organizational and administrative arrangements; and
Pasiv is required to establish, implement and maintain a conflict of interest policy.Please note that Pasiv does not act as an investor, placement agent, underwriter, distributor, remarketing agent, structurer, investment manager, investment advisor, commodity trading advisor, commodity pool operator, municipal advisor, market maker, or trader and does not produce any proprietary research.Pasiv plainly discloses that it only arranges deals in investment and does not provide investment advice. In addition, Pasiv does not provide advice or solicitations to cause a client to seek to dispose of, retain or increase a position in one or more securities. There are no “material conflicts of interest” between Pasiv and clients that may arise in connection with Pasiv’s performance of services for clients.
Zero Commission Investing
Commission-free trading refers to $0 commissions for Pasiv Financial self-directed individual cash or margin brokerage accounts that trade U.S. listed securities electronically. Keep in mind, other fees such as subscription fees, wire transfer fees, and margin fees may apply to your brokerage account. Users may be subject to paying the spread (difference between Bid & Ask) on illiquid securities that have low daily trading volumes. Please see Pasiv Financial’s pricing to learn more.
Fractional Shares Disclosure
A fractional order is defined as an order that is placed for not a whole number of shares or integer quantity of shares to buy or sell a security. Fractional shares for Pasiv clients are limited to stocks above $10 and stocks below $6,000 in pricing at the time of order placement. We are able to facilitate execution of a fractional order to a maximum of 3 decimal places, or $0.01 whichever is the larger in dollar terms. ChoiceTrade may be unable to execute your fractional share and reserves the right to reject any fractional orders based on market conditions and the liquidity / volume of the security you are trying to buy or sell. Pasiv will duly inform you of the inability to execute a fractional share order if such a condition prevails. Clients holding fractional shares are not eligible to vote as shareholders of the companies or funds they hold the fractional share amount towards, but they will be entitled to receive any dividends, charged any fees or other proceeds on a fractional basis based on their ownership. For example, a customer holding 0.5 shares will be entitled to half the dividend. A customer holding 2.2 shares will be entitled to voting and corporate rights for only 2 shares (rounded down to the nearest whole number).
Pasiv does not offer any services to US residents or US persons. Pasiv does not market its services, or advertise its services in the USA. Pasiv’s service can also not be used by US based ChoiceTrade customers. US based investors looking for US securities & products are requested to apply for a US based investing account directly through ChoiceTrade via the ChoiceTrade website at www.choicetrade.com where Pasiv has no involvement in business conducted directly between a US based investor and ChoiceTrade. US nationals who are residents of the UAE and who in the normal course of business conduct financial services domestically in the UAE through a UAE based bank account may apply to Pasiv provided they are able to prove or attest that Pasiv did not solicit their business. Pasiv conducts its business only from the UAE to non-US persons, and does not have offices or a business presence in the US.
Pasiv has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan. The specifics of our business plan are subject to modification. Contacting Us : If after a significant business disruption you cannot contact us as you usually do through Pasiv’s support number (+971522479933) or by email (email@example.com). You can directly reach out to ChoiceTrade at 787-773-1848 or firstname.lastname@example.org, to access your funds or securities since US securities & products on Pasiv are offered through ChoiceTrade.Termination of Pasiv’s Business : In the event that Pasiv and ChoiceTrade sever ties, or the event that Pasiv’s business is interrupted or forced to shut down, your account will continue to receive service from ChoiceTrade and you can undertake to buy and sell securities on your account through www.choicetrade.com. You can use your account login upon termination to continue as an independent customer with ChoiceTrade. Should you wish to withdraw your funds you may also do so through ChoiceTrades user portal.For more information – If you have questions about our business continuity planning, you can contact us at email@example.com. Our affiliate broker ChoiceTrade has established an independent Business Continuity Plan available here.
Also, please read the Customer Agreement for additional information concerning your ChoiceTrade account.
Please review the ChoiceTrade Web Site User Agreement ("Agreement") regarding your use of the ChoiceTrade Web site. Throughout this Agreement , "ChoiceTrade" refers to ChoiceTrade and its affiliates and "you" and "your" shall refer to the ChoiceTrade account owner and/or potential account owner. This Agreement is separate from your Customer Account Agreement and any other agreement relating to any account you may have with ChoiceTrade. The Customer Agreement and any other agreement set forth additional obligations you have as a ChoiceTrade account owner.High volumes of trading at the market opening or intra-day may cause delays in execution and executions at prices significantly away from the market price quoted or displayed on the Internet at the time the order was entered.In the event that Nasdaq and OTC orders are routed to market makers for execution, during times of high market volatility, market makers may execute orders manually or reduce their size guarantees, resulting in possible delays in order execution and losses.Although ChoiceTrade employs state-of-the art, high-capacity, fully redundant systems, there is the possibility of delayed executions and market losses during periods of volatility in the price and volume of a particular security, such as in cases when systems problems result in the inability to place buy and sell orders. In addition, customers may experience difficulty accessing their account(s) due to high Internet traffic or because of systems capacity limitations. System response and access times may vary due to market conditions and other factors. Furthermore, high volumes of trading and volatility may result in executions at prices significantly different from the price quoted or displayed at the time of order entry. In cases where Internet trading has been disabled, ChoiceTrade has registered representatives to take orders over the phone between 9:30 AM and 4 PM. However, during periods of high volume, customers may experience delays in reaching a representative.ChoiceTrade does not provide investment, tax, legal or accounting advice regarding the potential value or suitability of any securities or investment strategies and ChoiceTrade is not authorized to give any such advice. Under no circumstances is the information contained herein to be used or considered as an offer to sell or a solicitation of an offer to buy any particular investment. You are solely responsible for any and all orders placed in your account(s) and any investment decision or strategy that you make or utilize is done so at your sole discretion and at your own risk.Not all securities, products or services described are available in all countries and nothing on this Web site constitutes an offer or solicitation of these securities, products or services in any jurisdiction where their offer or sale is not qualified or exempt from registration. You agree that you are solely responsible for determining whether or not your non-U.S. jurisdiction permits you to use this Web site and engage in securities transactions through it.You agree that you are the sole and exclusive owner and the only authorized user of your Account Number, User Name and Password (collectively, "Password") and you accept full responsibility for the use, protection and confidentiality of the Password as well as for any transaction occurring in any account using the Password. You accept full responsibility for the monitoring and safeguarding of your account(s).Any third party research and information accessible through ChoiceTrade is based upon the consideration that it is reliable, but ChoiceTrade does not represent that the information is accurate or complete or make any warranties, either express or implied, with regard to the results to be obtained from its use.Each participating national securities exchange or association, any organization, including any electronic communications network, whether incorporated or not, or any other supplier of market data (collectively, "Information Providers") has a proprietary interest in all of the market data it furnishes to the parties that disseminate the data. Neither ChoiceTrade nor any Information Providers guarantees the timeliness, sequence, accuracy, completeness or reliability of market data or any other market information disseminated to or by any party. Neither ChoiceTrade nor its third party providers or Information Providers warrant that the service will be uninterrupted or error free. Any Information Providers may discontinue disseminating market data or change or eliminate any transmission method at any time and you will not hold any Information Providers liable for any loss or damages that may result. Your use of ChoiceTrade, any of its services, including online services or any software provided is at your sole risk. The ChoiceTrade service is provided on an "as is", "as available" basis, without warranties of any kind, either express or implied, including, without limitation, those of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.You agree not to hold ChoiceTrade, its third party providers or any Information Providers liable in any way to you or to any other person and you shall indemnify and hold harmless ChoiceTrade, its third party providers, and any Information Providers for (1) any inaccuracy of, error or delay in, or omission of (a) any such data, any error or delay of information or message or (b) the transmission or delivery of any such data, information or message or (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay or omission, (b) non-performance, or (c) interruption in any such data, information or message, due either to any negligent act or omission by ChoiceTrade, its third party providers, or any Information Providers or to any "force majuere" (e.g. flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction) or any other cause beyond the reasonable control of ChoiceTrade, its third party providers, or any Information Providers. You understand that third party providers or any Information Providers may enforce the terms of this Agreement directly against you. You will use any market data, including real-time quotes, only for your individual use and you will not provide such market data to any person or entity.You agree that ChoiceTrade and its affiliates and Electronic Transaction Clearing and its affiliates and their respective officers, directors, agents and employees, under no circumstances, including negligence, or anyone else involved in creating, producing, delivering or managing any of ChoiceTrade's systems shall be liable for any incidental, special, consequential or indirect damages that result from inconvenience, delay or loss of the use of the service even if ChoiceTrade has been advised of the possibility of such damages. These exclusions or limitations of liability will not apply to the extent that any applicable statute or rule prohibits such exclusion or limitation of liability.If you have any questions concerning the information contained in the User Agreement, please contact us.
This agreement ("Agreement") contains important information regarding the terms and conditions which apply to your brokerage account with LetsGoTrade, Inc. d/b/a ChoiceTrade, Member FINRA/SIPC, hereinafter referred to as "ChoiceTrade". The ChoiceTrade User Agreement is incorporated by reference into this Agreement.Notwithstanding any language to the contrary in this or other agreement you entered into with ChoiceTrade or its clearing firm, if the terms of this Agreement are in conflict with the terms of another agreement(s), then the terms of this Agreement shall prevail.ChoiceTrade has entered into clearing arrangements with Curvature Securities, LLC. and Velox Clearing LLC. The clearing firm where your account is held is referred to hereinafter as "our clearing firm". According to this clearing agreement, our clearing firm will perform certain services and is carrying your account as a clearing broker pursuant to the clearing agreement. These services include but are not limited to the preparation of customer trade confirmations and customer statements, the settlement of securities transactions, the performance of designated cashiering functions, the carrying of customer securities, the providing of credit in connection with the purchase, carrying and borrowing of securities, and the preparation of certain books and records related to reported securities transactions. Furthermore, unless our clearing firm receives from you prior written notice to the contrary, it may accept from ChoiceTrade, without inquiry or investigation, orders for the purchase or sale of securities and/or other property in your account, on margin or otherwise. Neither our clearing firm nor any of its affiliates and their respective officers, directors, agents and employees are responsible or liable for any representations, acts or omissions that may be made by ChoiceTrade and its associates. ChoiceTrade is not acting as the agent of our clearing firm. Our clearing firm is not acting as your agent and neither our clearing firm nor any of its affiliates and their respective officers, directors, agents and employees are responsible or liable for any trading loss incurred by you. ChoiceTrade may license its online trading technology from an unrelated third party, hereinafter referred to as the "Licensor." To the extent required by law or regulation, ChoiceTrade is responsible for monitoring and supervising the compliance with the rules and regulations for the opening, approving and monitoring of your account and you should direct any questions you have regarding your account directly to ChoiceTrade. If our clearing firm sends you a notice detailing allocation of responsibilities, you agree that the allocation of responsibilities therein only pertains to such allocation between us and our clearing firm, and not between us and you. Your responsibilities are mentioned in this agreement.YOU UNDERSTAND AND AGREE THAT THE APPLICABLE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE ARBITRATION PROVISIONS, APPLY TO BOTH CHOICETRADE AND OUR CLEARING FIRM AND THIS AGREEMENT AND ANY RELATED AGREEMENTS SHALL GOVERN ALL MATTERS BETWEEN OR AMONG YOU AND CHOICETRADE AND OUR CLEARING FIRM, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES. YOU UNDERSTAND AND AGREE THAT ANY RIGHTS THAT EITHER OUR CLEARING FIRM OR CHOICETRADE HAS UNDER THIS AGREEMENT MAY BE EXERCISED BY EITHER OUR CLEARING FIRM OR CHOICETRADE OR MAY BE ASSIGNED TO THE OTHER, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO COLLECT ANY DEBIT BALANCE OR OTHER OBLIGATIONS OWING IN YOUR ACCOUNT(S) AND THAT OUR CLEARING FIRM AND CHOICETRADE MAY COLLECT FROM YOU OR ENFORCE ANY OTHER RIGHTS UNDER THIS AGREEMENT INDEPENDENTLY OR JOINTLY.PLEASE READ THIS AGREEMENT CAREFULLY and retain it for future reference. By signing your application you accept and agree to abide by all of the terms and conditions as set forth in this Agreement. You understand and acknowledge that ChoiceTrade may modify or change the terms and conditions set forth herein by posting such modifications or changes online, and your use of the account after acknowledging such posting shall constitute acceptance of such modifications or changes. You agree that your electronic signature shall constitute an effective original signature for this agreement and any other agreement you electronically sign with us, and may be used with the same effect as your manually signed original signature for any purpose. If you do not agree with any of these terms and conditions or find any part of these terms and conditions unacceptable, do not sign your application and do not submit it to us. DefinitionsAs used in this Agreement herein, "you" and "your" shall refer to the individuals or parties, who are the account owners and sign the ChoiceTrade new account application or agree to this Agreement.Throughout this Agreement, "obligations" means all indebtedness, debit balances, liabilities or other debt of any kind whether now existing or hereafter arising in your account, even after the closure of your account.Throughout this Agreement, "securities and/or other property," refers to, but is not limited to, money, securities, financial instruments and commodities of every kind and nature and all contracts and options, whether for present or future delivery.
1. Opening Account, Account Approval and Credit Investigations
You acknowledge that all of the information you provided in your account application is accurate and truthful and that no one except you has an interest in any of your accounts. If more than one person signs the ChoiceTrade new account application or is indicated as the account owner on this account form, their obligations under this Agreement shall be joint and several.
You acknowledge and agree that if you check the appropriate box on the new account application that you specifically want to establish a Margin Account, ChoiceTrade will establish your account, as legally permissible and if approved, as a Margin Account. If you do not check the box, the terms and conditions listed in the 'Margin Accounts' section of this Agreement will not apply to you.
This Agreement is effective only upon approval by ChoiceTrade. ChoiceTrade or our clearing firm may decline your application for any reason. You authorize ChoiceTrade and our clearing firm, in their discretion at any time and from time to time, to request or obtain a credit report on you and upon your written request, ChoiceTrade or our clearing firm will provide the name and address of the reporting agency that furnished the reports.
2. No Investment Advice
You understand that ChoiceTrade, our clearing firm, or any of their associates, affiliates, or third party providers, including the Licensor do not provide investment, tax, legal or accounting advice with respect to the potential value or suitability of any particular security or investment strategy. You further understand that ChoiceTrade and our clearing firm are not authorized to give any such advice, and that you will not construe any third party research or recommendation (even if the third party is affiliated with Choicetrade), the text of ChoiceTrade’s emails or other service accessible through ChoiceTrade, whether or not regarding any particular security or investment strategy, as an endorsement or recommendation to buy or sell any of the securities and/or other property discussed therein. Any third party research or other service accessible through ChoiceTrade is based upon the consideration that it is reliable, but ChoiceTrade and the Licensor do not represent that the information is accurate or complete. You agree not to hold ChoiceTrade, our clearing firm, or any of their associates, affiliates, or third party providers, including the Licensor liable for any decisions concerning your account, including but not limited to, all orders entered by you, electronically or otherwise. You agree that ChoiceTrade is not responsible for determining whether each investment you make is consistent with your risk tolerance level or your financial and investment profile. You assume full responsibility for any transactions placed in your account, electronically or otherwise, and any investment decision or strategy that you make or utilize is done so at your sole discretion and at your own risk.
3. Fees and Charges
ChoiceTrade and our clearing firm may charge commissions and other fees for execution or any other service furnished to you and you agree to pay the fees and charges as they apply to your account, transactions and other services you receive. These fees include, but are not limited to, fees charged by regulatory and self-regulatory organizations, paper statement and trade confirmation fees, and fees for excessive quote usage. In the event your state or other jurisdiction charges ChoiceTrade a transaction or business tax or fee, not including income tax, on transactions or revenue or profit on securities activity, this amount will be added to your commission or the cost of your trade. You understand that the transactional fees we charge you will reduce your profits and increase your losses, and that if you transact small dollar amounts, this effect will be magnified. You agree that you will be solely responsible for any adverse effect of transacting small dollar amounts. ChoiceTrade may require you to make an initial minimum deposit to open your account and to maintain a minimum balance in the account thereafter, in order to avoid any maintenance fees. You understand that all fees and charges are subject to change by ChoiceTrade from time to time after notice to you, which notice may be a posting on the website. A fee schedule is available on the website. In the event ChoiceTrade does not know the exact amount of certain fees charged by parties other than ChoiceTrade, such fees may be posted on the fee schedule as “As Determined” or some similar designation. You expressly agree to pay the amount of such fees, when debited to your account. Once a fee change is posted on the site, your use of the site or your ChoiceTrade account constitutes your acceptance of the new fee. In addition, you agree that ChoiceTrade may pay an access fee per order and/or other types of referral fees, software fees or advertising fees to certain parties that refer you to ChoiceTrade, and you also agree that some of these referral sources may have ownership in ChoiceTrade or ChoiceTrade may have ownership in the referral source(s), or both.
4. Transactions and Settlements
All orders for the purchase and sale of securities and/or other property will be authorized by you and executed with the understanding that you intended to transact an actual purchase or sale. It is your intention and obligation, in every case, to pay in full, or deliver certificates to cover any sales, on or before settlement date, for any security and/or other property purchased or sold for your account. If ChoiceTrade makes a sale of any securities and/or other property at your direction and if you fail to deliver to ChoiceTrade or our clearing firm any securities and/or other property that ChoiceTrade has sold at your direction, ChoiceTrade or our clearing firm is authorized, subject to applicable laws, to borrow or otherwise obtain the securities and/or other property, without notice, to enable ChoiceTrade or our clearing firm to make delivery and you understand that you will be responsible for any cost or loss that ChoiceTrade or our clearing firm may incur, including the cost of borrowing and obtaining the securities and/or other property.Though orders are usually routed to the marketplace within seconds, certain orders received by ChoiceTrade, may be subject at ChoiceTrade’s sole discretion to manual review and entry, which may cause delays in the processing of your orders and you will not hold ChoiceTrade responsible for any delays that the manual review and entry might cause. You also understand that you will receive the price at which your order executes in the marketplace, which may be significantly different from the price of the security at the time when you placed your order through ChoiceTrade. Further, you understand that entering an order through ChoiceTrade, including market orders, either electronically or otherwise, does not guarantee execution of the order, and you agree that neither ChoiceTrade nor third party providers, including the Licensor shall be responsible for any order that is not executed. You understand that ChoiceTrade, our clearing firm, the Financial Industry Regulatory Authority (FINRA), and any organized exchange have the right to break any executed transaction on the grounds that it was, in their opinion, "clearly erroneous". ChoiceTrade shall not be deemed to have received any order electronically or otherwise transmitted by you until it has actual knowledge of such order.
5. Purchases of Securities
To process orders to purchase securities, ChoiceTrade and our clearing firm generally require that your account contain sufficient funds equal to or greater than the purchase price of the securities prior to the trade date. If any order in your account is inadvertently accepted and executed without sufficient funds, you understand that your account will be subject to cancellation or liquidation at ChoiceTrade's or our clearing firm's discretion. You are responsible for your orders, including any orders which exceed available funds in your account and you must monitor the status of your account, including any orders, at all times.If full funds are not available in your account and an order is processed, your payment must be promptly submitted to ChoiceTrade or our clearing firm to assure that such payment will be received and processed on or prior to settlement date. If payment is not received by settlement date, or as market conditions warrant, your account may be liquidated, without prior notification. In the event that your account is liquidated, you will be liable for any resulting losses and all associated costs incurred by ChoiceTrade or our clearing firm.
6. Sale of Securities; Short Sales
ChoiceTrade generally requires that prior to the acceptance of a sell order, the stock certificates be deposited into your account and in good deliverable form. You agree that any order in your account that is inadvertently accepted without negotiable certificates in your account will be subject to cancellation or buy-in at ChoiceTrade's or our clearing firm's discretion. Furthermore, any order accepted without negotiable certificates in your account, will be deemed a "short" sale unless, at the time the order was entered, you expressly request and receive permission from ChoiceTrade that the sale is a long sale. Placing any sell order that is a long sale, constitutes your representation that you own the security with respect to the order that has been placed, and that you agree to deliver the securities sold to ChoiceTrade in good deliverable form on or before settlement date. You are responsible for any losses or expenses incurred by ChoiceTrade or our clearing firm as a result of your failure to make such delivery.You understand that in placing any sell order for a "short" account, you will designate the order as such and hereby authorize ChoiceTrade to mark the order as being "short" at the time the order is placed. ChoiceTrade or our clearing firm must be able to borrow the security that you do not own in order to complete the short sale and if ChoiceTrade or our clearing firm are unable to borrow the security that you sold short, you will be subject to a buy-in. Short sales are only permitted if you have a current agreement with our clearing firm allowing such sales.All other sell orders will be for securities owned by you at the time the order is placed, and must be long and in good deliverable form in your account on or before settlement date of the transaction.You understand that the proceeds of the sale cannot be paid to you until ChoiceTrade or our clearing firm has received the certificate(s) in good and deliverable form. If the certificate(s) are not received on or before settlement date, or as market conditions warrant, the securities may be purchased on the open market by ChoiceTrade or our clearing firm in accordance with the requirements under Regulation T of the Federal Reserve Board. If the securities are bought in, you will be responsible for any resulting losses and all associated costs incurred by ChoiceTrade or our clearing firm.
7. Accuracy of Account Information
You represent that you are of required legal age to enter into this Agreement. Further, you represent that unless you have notified ChoiceTrade to the contrary, neither you nor any member of your immediate family is an employee of any exchange, or of any corporation in which any exchange owns a majority of the capital stock, or a member of any exchange, or self-regulatory agency, or a member of any firm or member corporation registered on any exchange, or of a bank, trust company, insurance company, or of any corporation, firm or individual engaged in the business of dealing, either as broker or principal, in securities bills of exchange, acceptances or other forms of commercial paper. You agree to promptly notify ChoiceTrade in writing if you, or any member of your immediate family, become so employed and you acknowledge that you have disclosed any affiliation information to ChoiceTrade. You warrant that each and every piece of information you provide to ChoiceTrade on your account application and in relation to your ChoiceTrade account is accurate and truthful. If such information changes, you agree to notify ChoiceTrade promptly in writing.
8. Payment for Order Flow
It is a requirement of the Securities and Exchange Commission (SEC) and FINRA that all broker/dealers inform their customers of payment for order flow practices when a new account is opened, and on an annual basis thereafter, and on confirmations. You acknowledge that ChoiceTrade may receive compensation for directing orders through designated "market makers" and specialists on registered U.S. exchanges for execution. Consistent with the overriding principle of best execution and subject to applicable regulatory requirements, ChoiceTrade will route orders to primary exchanges and other market centers, including regional securities exchanges, dealers that make markets over-the-counter and Electronic Communication Networks (ECN). ChoiceTrade takes a number of factors into consideration in determining where to send your orders, including execution price and opportunities for price improvement, the speed and accuracy of execution, the level of service provided, the cost of executing orders at a particular market or firm, whether cash or non-cash payments will be received for routing order flow and reciprocal business arrangements. Price improvement occurs when an order is executed at a price more favorable than the displayed national best bid or offer. ChoiceTrade regularly reviews transactions for quality of execution purposes. You agree that ChoiceTrade may use its discretion in selecting a particular exchange or market center in which to route your order. The source and amount of any compensation received in connection with a transaction and any additional information concerning order flow will be disclosed upon written request.
9. Applicable Rules and Regulations
All transactions for your account shall be subject to the applicable laws, rules, regulations, customs and usages of all federal, state and self-regulatory authorities, including but not limited to, the rules and regulations of the Securities and Exchange Commission, FINRA, and the Board of Governors of the Federal Reserve System. Furthermore, all transactions for your account shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market (and clearing house) where such transactions are executed. Also, where applicable, all transactions shall be subject to the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. By signing your application, you warrant that you are aware of securities rules relative to your account activity. Should you or any party trading in your account violate one or more rules and should ChoiceTrade or its clearing firm face regulatory action, you hereby agree to indemnify ChoiceTrade and its clearing firm and to reimburse us for all associated costs including without limitation fines, cost of defense and reputational damage. The foregoing applies even if you have closed your account with us as long as the events that led to regulatory action occurred between the time you applied and the time you closed your account.
10. Joint Accounts
If this is a joint account, each of you signing this Agreement (each a "joint owner") agrees that he or she shall be jointly and severally liable for all obligations arising under the Agreement and for any amounts due to ChoiceTrade or our clearing firm pursuant to this Agreement. Each joint owner irrevocably appoints the other(s) as attorney-in-fact to take all action on his or her behalf and to represent him or her in all matters with respects to this Agreement. ChoiceTrade and our clearing firm are authorized to act upon the instructions of any joint owner and you agree that ChoiceTrade and our clearing firm shall be fully protected in acting upon the instructions of any joint owner. Each joint owner shall have the authority to buy and sell securities and/or other property on margin or otherwise, as allowed in the account, receive confirmations, statements and communications of every kind related to the account and to receive money, securities and/or other property in the account. ChoiceTrade shall not be responsible for determining the purpose or propriety of an instruction received from any account owner or for the demand for deliveries or payments. Each joint owner agrees that any notice sent to any joint owner shall be deemed to be notice sent to all joint owners.In the event of the death of any of the joint owners, the surviving joint owner(s) shall immediately provide ChoiceTrade with proper written notice of such event. You understand that ChoiceTrade and our clearing firm may, before or after receiving such notice, take such proceedings, require such documents, retain such portion of and restrict transactions in the account as deemed advisable to protect them against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of any deceased joint owner shall be liable and each survivor will be jointly and severally liable to ChoiceTrade and our clearing firm for any debt or loss in the account resulting from the completion of transactions initiated prior to the receipt of a written notice of such death by ChoiceTrade, or for debt or loss incurred in the liquidation of the account or the adjustment of the interests of the joint owners.Any taxes or other expense becoming a lien against or being payable out of the account as the result of the death of any of the joint owners, or through the exercise by his or her estate or representatives of any rights in the account, shall be chargeable against the interest of the surviving joint owner(s) as well as against the interest of the deceased joint owner's estate.ChoiceTrade reserves the right to require written instructions from all account owners, at its sole discretion. Furthermore, ChoiceTrade reserves the right, but is not obligated, to place trading, disbursement and other restrictions on an account in the event ChoiceTrade receives notice of a dispute among, or conflicting instructions from, joint account owners.
11. Confirmations, Statements, Notices and Other Communications
You understand that it is your responsibility to review upon first receipt, all confirmations of the execution of orders (transactions), all account statements and any notices and other communications, including but not limited to, margin and maintenance calls. Transactions shall be conclusive and binding upon you, if not objected to in writing by you, within five (5) days after the confirmation is sent to you. The information contained in your account statement, except for the executions of orders, which is covered in the preceding sentence, shall be conclusive and binding upon you, if not objected to in writing by you, within ten (10) days after the statement is sent to you. In all cases, ChoiceTrade reserves the right to determine the validity of your objection. If you have a retirement account and receive summary statements from the custodian, you will rely on your brokerage statements and confirms that we or our clearing firm send you to review and oversee your account activity, not on the summary statements received from the retirement account custodian.You agree that all notices and other communications, including but not limited to, margin and maintenance calls, delivered by email or mail to your address on record that you provided to ChoiceTrade shall, until ChoiceTrade has received notice in writing of any different address, be deemed to have been personally delivered to you whether actually received or not. Notices and other communications may also be provided to you verbally. Such notices and other communications left for you on your answering machine, or otherwise, shall be deemed to have been received by you whether actually received or not.You agree that ChoiceTrade and our clearing firm fulfill their legal or contractual obligation to deliver any notice or other communication if delivered through electronic mail or other electronic means. All notices and other communications sent through electronic mail or other electronic means will contain all of the information as it appears in such documents as sent to you through the mail. You agree that you have read ChoiceTrade's Business Continuity Plan summary that appears at the bottom of each web page. You acknowledge that if you experience any difficulty receiving and/or opening any notices or other communications sent to you electronically by ChoiceTrade or our clearing firm, you will immediately contact ChoiceTrade to have the appropriate documents sent to you by other means. You acknowledge that your failure to contact ChoiceTrade regarding any such difficulty within two (2) days after delivery of any notice or other communication will be considered an affirmation that the appropriate documents were received and opened by you.Before placing your first order, you have read and agree with all disclosures emailed to you and provided on our Web site, including without limitation, risk, pre- and post-market trading, margin and option disclosures. Additionally, before you place your first order in a particular mutual fund, ETF, or any other security requiring a prospectus, you hereby agree that you have yourself accessed online, read and understood the contents of each such prospectus. If you are not in agreement with any aspect of these documents, you will not place orders with us.You may obtain information about the Securities Investor Protection Corporation, including the SIPC brochure, by contacting SIPC at www.sipc.org or 202-371-8300.
12. Payment of Indebtedness
You agree at all times to be liable for the payment to ChoiceTrade or our clearing firm, upon demand of either ChoiceTrade or our clearing firm, of any debit balance or other obligations owing in any of your accounts at ChoiceTrade. If this is an entity account, then the natural person signing the account application and all other principals of the entity agree at all times to be liable for the payment to ChoiceTrade or our clearing firm, upon demand of either ChoiceTrade or our clearing firm, of any debit balance or other obligations owing in the entity account at ChoiceTrade. Your account may not be closed without ChoiceTrade or our clearing firm first receiving all securities and/or other property for which the account is short and all outstanding debts which you owe to ChoiceTrade or our clearing firm for any reason whatsoever. We may liquidate or write off positions and/or cancel orders in your account with or without notice to you to discharge your indebtedness. All reasonable costs and expenses of collection of any such indebtedness or debit balance, including but not limited to, ChoiceTrade personnel time at the rate of four hundred and fifty dollars per person per hour, attorneys’ fees and court costs, shall be payable by you to ChoiceTrade or our clearing firm. You agree to pay us the highest rate of interest permitted by law from the date your account balance becomes negative until the date we or our clearing firm receive good funds from you in full satisfaction of such balance and all collection expenses.ChoiceTrade may offer you the privilege of trading against check or ACH deposits before actual collection or receipt of the proceeds. In this regard, you understand and agree that if a deposited check is dishonored by the bank on which the check drawn or the privilege is otherwise abused, ChoiceTrade may, at any time in its sole discretion without notice, revoke this privilege and/or liquidate all securities positions in your account that were purchased and/or sold short using the uncollected funds without incurring any liability on its part. You further agree, that any trading gains resulting from trading against uncollected funds represented by a deposited check or other financial instrument are the property of ChoiceTrade unless and until the funds represented by that instrument (not a substitute or supplemental instrument) are collected by ChoiceTrade, and that you remain responsible to ChoiceTrade for any trading losses resulting from such trading, in addition to your responsibility to make good any dishonored check.If Customer also holds a futures account with our clearing firm, Customer hereby authorizes our clearing firm, without prior notice, to transfer assets from or to any account held with our clearing firm.Notwithstanding any language to the contrary in this or other agreement you entered into with ChoiceTrade or our clearing firm, you expressly agree that either ChoiceTrade or our clearing firm may file a complaint in a court or other legal forum of their choice to collect an unsecured debit in your account. If you decide to move the action to, or file a counterclaim in, another forum, you agree to reimburse ChoiceTrade for all fees charged by such other forum to ChoiceTrade and our clearing firm, regardless of the outcome of the action. Such reimbursement shall be in addition to all other costs and expenses of collection.
13. Security Interest and Lien
All of your securities and/or other property in any account in which you have an interest or hereafter acquire an interest, which is now or hereafter held by ChoiceTrade or our clearing firm, shall be subject to a first and prior lien in favor of ChoiceTrade and our clearing firm for the discharge of any and all indebtedness or any other obligation you may have to ChoiceTrade or our clearing firm, and are to be held by ChoiceTrade or our clearing firm as security for the payment of any liability or indebtedness of yours to ChoiceTrade or our clearing firm in any of your accounts. You understand that ChoiceTrade and our clearing firm, subject to applicable laws, shall have the right to use and/or transfer securities and/or other property in any account with ChoiceTrade in which you have an interest whenever ChoiceTrade or our clearing firm considers such transfer necessary for their protection. In enforcing any liens, ChoiceTrade or our clearing firm at their sole discretion may determine which securities and/or other property are to be sold and which contracts or positions are to be closed.
14. Interest on Debit Balances
You understand that any debit balances in any of your accounts, whether or not such accounts are denominated as "Margin Accounts," may be charged interest in accordance with our clearing firm's established custom, as disclosed to you in margin agreement you signed, as amended. Any debit balance, which is not paid at the close of an interest period, will be added to the opening balance for the next interest period.
15. Free Credit Balances
You hereby authorize our clearing firm to use any free credit balance awaiting investment or reinvestment in your account in accordance with all applicable rules and regulations and to pay interest thereon at such rate or rates and under such conditions as are established from time to time by our clearing firm.
16. Restrictions on Account
You understand that ChoiceTrade or our clearing firm may restrict or prohibit trading of securities and/or other property in your account and may terminate your account, at any time, at their sole discretion and without prior notice to you, and you shall nevertheless remain liable for all of your obligations to ChoiceTrade and our clearing firm under this Agreement or otherwise.
17. Trading in OTC Securities
ChoiceTrade may offer you the ability of trading in OTC-Bulletin Board and Pink Sheet (collectively "OTCBB") securities in your account. If you engage in trading OTCBB securities, you acknowledge and understand the high level of investment risks associated with trading in OTCBB securities, which include but are not limited to, that OTCBB securities may be extremely volatile because of low liquidity and/or trading volume, that transactions in these securities may trigger unexpected fees (from parties other than ChoiceTrade and that OTCBB securities have very little public information available. Furthermore, you understand that OTCBB securities have the potential to be manipulated with an intention to create artificial demand and therefore, you should be wary of tips or advice from sources you don't know, especially email, chat rooms or message boards.
18. Arbitration Disclosures
The arbitration agreement in the next paragraph should be read in conjunction with these disclosures: a. All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury except as provided by the rules of the arbitration forum in which a claim is filed; b. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings;d. The arbitrators do not have to explain the reason(s) for their award, unless in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.e. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
19. Arbitration Agreement
Any and all controversies, disputes or claims, other than collection procedures against you to recover an unsecured debit in your account, between you and ChoiceTrade or you and ChoiceTrade’s clearing firm or you and ChoiceTrade and its clearing firm and/or their respective agents, representatives, employees, directors, officers or control persons arising out of, in connection with, from or with respect to (a) any provisions of or the validity of this agreement or any related agreements, (b) the relationship of the parties hereto, or (c) any controversy arising out of ChoiceTrade’s business, its clearing firm’s business, or your accounts, shall be conducted pursuant to the code of arbitration procedure of FINRA. Arbitration must be commenced by service of a written demand for arbitration or a written notice of intention to arbitrate. The decision and award of the arbitrator(s) shall be conclusive and binding upon all parties, and any judgment upon any award rendered may be entered in a court having jurisdiction thereof, and neither party shall oppose such entry. You expressly agree that, if you lose an arbitration against ChoiceTrade or our clearing firm, you will promptly reimburse ChoiceTrade and our clearing firm for all fees and costs incurred in defense of your claim, including without limitation, ChoiceTrade personnel time at the rate of four hundred and fifty dollars per person per hour, FINRA fees, legal fees, witness fees, and travel costs and expenses. For purposes of this paragraph, the word “lose” shall mean any outcome other than an award in your favor for the sum total of your claim(s). You agree that if you do not reimburse accordingly, you will be deemed to be indebted to ChoiceTrade, and ChoiceTrade may file a claim against you in a forum of its choice to enforce reimbursement.No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:1. the class certification is denied;2. the class is decertified; or 3. the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.If you are not residing in the United States at the time of any controversy between you and ChoiceTrade or our clearing firm subject to this arbitration agreement, you agree with and shall comply with the provisions discussed above and the following additional provisions: (1) you agree that the rules of the organization administering the arbitration, namely FINRA, specifically provides for the designation of the venue where the arbitration is to take place; (2) you agree to the personal jurisdiction of the courts of the State of New York to interpret and enforce any and all of these arbitration provisions and (3) you agree that all arbitrations shall be held in the English language, unless otherwise agreed to by the parties.
20. Information Providers and Market Data
You understand that each participating national securities exchange or association, any organization, including any electronic communications network, whether incorporated or not, or any other supplier of market data (collectively, "Information Providers") has a proprietary interest in all of the market data it furnishes to the parties that disseminate the data. You also understand that neither ChoiceTrade nor any Information Providers guarantee the timeliness, sequence, accuracy, completeness or reliability of market data or any other market information disseminated to or by any party. You understand that ChoiceTrade, its third party providers, including the Licensor, and the Information Providers do not warrant that the service will be uninterrupted or error free. You further understand and agree that any Information Providers may discontinue disseminating any market data or change or eliminate any transmission method at any time and that you will not hold any Information Providers liable for any loss or damages that may result. You agree that your use of ChoiceTrade, any of its services, including online services, or any software provided is at your sole risk. The ChoiceTrade service is provided on an "as is", "as available" basis, without warranties of any kind, either express or implied, including, without limitation, those of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.You agree not to hold ChoiceTrade, its third party providers, including the Licensor, or any Information Providers liable in any way to you or to any other person and you shall indemnify and hold harmless ChoiceTrade, its third party providers, including the Licensor, and any Information Providers for (1) any inaccuracy of, error or delay in, or omission of (a) any such data, information or message or (b) the transmission or delivery of any such data, information or message or (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay or omission, (b) non-performance, or (c) interruption in any such data, information or message, due either to any negligent act or omission by ChoiceTrade, its third party providers, including the Licensor, or any Information Providers or to any "force majeure" (e.g., flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, terrorist act, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction) or any other cause beyond the reasonable control of ChoiceTrade, its third party providers, including the Licensor, or any Information Providers. You understand that third party providers, including the Licensor and Information Providers may enforce the terms of this Agreement directly against you. You will use any market data, including real-time quotes, only for your individual use and you will not provide such market data to any person or entity.
21. Responsibilities and Limitation of Liability
You acknowledge that you are the sole and exclusive owner and the only authorized user of your Account Number, User Name and Password (collectively, "Password"), which provides access to your account at ChoiceTrade. You understand that you shall accept full responsibility for the use, protection and confidentiality of the Password as well as for all transactions and information changes entered into your account using the Password.You accept full responsibility for the monitoring and safeguarding of your account. You understand that you shall immediately notify ChoiceTrade in writing if: (1) you become aware of any loss, theft or unauthorized use of your Password; (2) you place an order through ChoiceTrade and you fail to receive an accurate indication of the order or of its execution; (3) you fail to receive an accurate written confirmation (whether through hard copy or electronic means) of an execution; (4) you receive a confirmation of an order and/or execution which you did not place; or (5) you receive any inaccurate information in your account balances, securities positions or transaction history.If you fail to notify ChoiceTrade immediately upon your knowledge when any of the above situations occur, neither ChoiceTrade nor any of its officers, directors, employees, agents, affiliates, subsidiaries or third party providers, including the Licensor will have any responsibility or liability to you or to any other person for any claims with respect to the handling, mishandling or loss of any order.You agree that should you experience any problems in reaching ChoiceTrade through any particular method, you will attempt to use alternative methods to communicate with ChoiceTrade.You acknowledge that ChoiceTrade and the Licensor have reserved the right to suspend service or deny access to the system without prior notice to you during scheduled or unscheduled system maintenance, repairs or upgrades. You agree that ChoiceTrade and its affiliates and our clearing firm and its affiliates and their respective officers, directors, agents and employees, under no circumstances, including negligence, or anyone else involved in creating, producing, delivering or managing any of ChoiceTrade’s systems, including the Licensor shall be liable for any consequential, incidental, special, or indirect damages (including lost profits, trading losses and damages) that result from inconvenience, delay or loss of the use of the service even if ChoiceTrade or such other person has been advised of the possibility of such damages. These exclusions or limitations of liability will not apply to the extent that any applicable statute prohibits such exclusion or limitation of liability.You agree that the use and protection of any information, including but not limited to, the Password, transaction history, portfolio information, account balances and any other information or orders available on your personal computer is your sole responsibility and at your own risk. You are responsible for providing and maintaining the communications equipment (including personal computers and modems) and telephone or alternative services required for accessing and using ChoiceTrade’s website or related systems, and for all communications service fees and charges incurred by you in accessing the ChoiceTrade website or related systems.
22. Recording Telephone Conversations and Electronic Communications
You agree that for the protection of both you and ChoiceTrade, and as a tool to correct misunderstandings, ChoiceTrade, at its discretion and without further prior notice to you, may, but is not obligated to, monitor and record any of your telephone conversations or electronic communications conducted with ChoiceTrade or any of its employees or agents. ChoiceTrade has the sole right to determine how long tape recordings will be retained and such determination shall not in any way affect any party's rights.
23. Losses Due to Extraordinary Events
ChoiceTrade and our clearing firm and their affiliates and their respective officers, directors, agents and employees, are not responsible and you agree not to hold ChoiceTrade and our clearing firm and their affiliates and their respective officers, directors, agents and employees, liable for losses caused directly or indirectly by conditions beyond their control, including but not limited to, flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, terrorist act, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction.
24. Power of Attorney
You agree and hereby irrevocably appoint ChoiceTrade, with full power as your true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that ChoiceTrade deems necessary or advisable to accomplish the purpose of this Agreement.
25. Control or Restricted Securities
Prior to placing an order in connection with the sale or transfer of any securities subject to Rule 144, or 145(d) under the Securities Act of 1933, as amended, you agree to advise ChoiceTrade of the legal status of such securities and to promptly furnish ChoiceTrade with the necessary information and documents (including opinions of legal counsel, if requested) to clear legal transfer. Further, you agree that even if the necessary documents are furnished in a timely manner, there may be delays with the processing of such securities and ChoiceTrade, at its sole discretion, may require that such securities not be sold or transferred until they clear legal transfer. You are responsible for all costs associated with compliance or failure to comply with all the requirements of Rules 144 and 145(d). If you transact a security that is restricted, ChoiceTrade may cover the position and the resulting loss, if any, will be debited to your account. Should there be a profit on the transaction, you agree that you are not entitled to such profit.
26. Your Responsibility for Understanding Certain Securities
Certain securities may grant the holder thereof valuable rights that may expire unless the holder takes action. These securities include, but are not limited to, warrants, stock purchase rights, convertible securities, bonds and securities subject to a tender or exchange offer. You understand that you are responsible for knowing the rights and terms of all securities in your account and for taking action to realize the value of your securities. Neither ChoiceTrade nor its clearing firm is obligated to notify you of any upcoming expiration or redemption dates, or to take any other action on your behalf, without specific instructions from you, except as required by law and all applicable rules of regulatory authorities. However, if any such security is about to expire worthless; be redeemed, exchanged, converted, tendered or exercised; or remain at a value significantly less than the value you would have received if you had given ChoiceTrade or our clearing firm specific instructions, and they have not received instructions from you, ChoiceTrade or our clearing firm may, at their discretion, but are not obligated, sell, redeem, exchange, tender, convert or exercise the security for your account. You will be charged any applicable fees and/or charges for any such transaction.Furthermore, you are responsible for knowing about reorganizations related to securities which you hold, including but not limited to, symbol changes, stock splits and reverse stock splits. Neither ChoiceTrade nor its clearing firm is obligated to notify you of any such symbol change or reorganization. If, due to a reorganization, you sell more shares of a security than you own, or if you become otherwise exposed to risk requiring ChoiceTrade or our clearing firm to take market action in your account, you acknowledge that neither ChoiceTrade nor our clearing firm will be responsible for any decrease in the value of your securities or for any other losses you may incur. If, due to a symbol change, you are not able to sell, or buy to cover, securities in your account, you must call ChoiceTrade. ChoiceTrade will, on a best efforts basis, attempt to place the trade for you. You accept that there will be a delay in entering the order for you and acknowledge that neither ChoiceTrade nor our clearing firm will be responsible for any decrease in the value of your securities or for any other losses you may incur.
27. Cancellation Requests; Late and Corrected Reports
You understand that when you place a request to cancel an order, the cancellation of that order is not guaranteed. Market orders are subject to immediate execution and your order will only be cancelled if your request to cancel is received in the marketplace and matched up with your order prior the execution of your order. You understand that during market hours, it is rarely possible to cancel your market order. You shall not assume that any order has been executed or cancelled until you have received a transaction confirmation from ChoiceTrade or our clearing firm via electronic mail, the website or the mail. Also, please be aware that ChoiceTrade and our clearing firm, from time to time, receive late reports from exchanges and market makers reporting the status of transactions. Accordingly, you understand and agree that the status of orders that were previously unreported to you or reported to you as being expired, cancelled or executed, may be changed in response to such late reports in order to reflect what actually occurred in the marketplace with respect to such orders.
28. Delivery of Securities
Without abrogating any of ChoiceTrade's or our clearing firm's rights under any other portion of this Agreement and subject to any of your indebtedness to ChoiceTrade or our clearing firm, you are entitled, upon appropriate demand and upon paying any applicable fees, to receive physical delivery of fully paid securities in your account. If your periodic account statement indicates that securities were forwarded to you and you have not received them, you should notify ChoiceTrade immediately.
29. Restrictions and Termination of ChoiceTrade Services
You understand that ChoiceTrade may, at any time for any reason and without prior notice to you, prohibit or restrict your access to the use of the ChoiceTrade website or related services and your ability to trade. You may close your ChoiceTrade account at anytime by giving it written notice. ChoiceTrade or our clearing firm may terminate your account at any time for any reason and without prior notice to you. Closing an account or terminating services will not affect rights and obligations incurred prior to closure or termination. If you place orders for possible execution outside of core market hours, you understand and agree to bear the added risk of not being able to reach ChoiceTrade by phone before 9 AM and after 5 PM. You agree not to hold ChoiceTrade or our clearing firm responsible for associated losses, should any occur.
30. Disclosures to Issuers
Under Rule 14b-1(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, ChoiceTrade is required to disclose to an issuer the name, address and position of its customers who are beneficial owners of that issuer's securities unless you object. You understand that unless you notify ChoiceTrade of such objection in writing, ChoiceTrade will make such disclosures to issuers.
31. Disclosure of Professionals
You agree to promptly notify ChoiceTrade in writing if you are now or if you become: (a) registered or qualified with the Securities Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (b) engaged as a "registered investment adviser" within the meaning of Section 201(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that act); or (c) employed by a bank or other organization exempt from registration under federal and/or state securities laws to perform functions that would require you to be so registered or qualified if you were to perform such functions for an organization not so exempt. If you are a professional for the purpose of quote usage, you agree to pay for quotes at the professional rate required by each Exchange. If you do not tell us your are a professional or if you tell us you are not but we or an Exchange later determine you are, you agree to pay us or the Exchange at the professional rate for all the months you were categorized as a non professional, plus all associated fees, fines and penalties, even if such determination is made after you have closed your account. You shall be deemed to be indebted to us if you do not immediately pay us and we may institute collection proceedings against you for such amount, which we may deem, in our sole discretion, to be a negative balance in your account.
32. Dividends, Interest, and Subscription Rights
ChoiceTrade or our clearing firm will receive dividends or interest on your behalf, and will credit your account on or shortly after the payable dates. You will be notified of any subscription rights received by ChoiceTrade or our clearing firm for your account. Should dividends be required to be paid out of your account because you held a short position, your account will be debited only on the payable date and your account balance will reflect a lower balance to the extent of such dividend only on the payable date, not prior. You alone are responsible for having enough cash available in your account to pay such dividends.
33. Order Staging
Order staging is offered on an "as-is" best efforts basis. Auto-staged orders are not a recommendation of a particular investment or strategy by ChoiceTrade. ChoiceTrade does not endorse any newsletter publishers or signal providers, nor do we monitor their performance. This is solely your responsibility. You are not required to enter an order simply because it is auto-staged. And you may enter an order even if it is not auto-staged. The decision as to which order to enter is solely yours. Please check all staged orders to make sure they contain the required parameters before you send them to market. Staged orders are believed to be correctly entered pursuant to your publisher's recommendation, but it is ultimately your responsibility to check all elements of an order before sending to market to make sure they are correct.
34. Trading Authority
If you were referred to us by an investment advisor, you hereby authorize and appoint your investment advisor as your authorized agent and attorney-in-fact (hereafter “Authorized Agent”) for the purchase and sale of securities and other financial instruments in cash or on margin in your name or number on our books and those of our clearing firm. The Authorized Agent may act on behalf of and without notice to you to buy, sell, sell short and to otherwise trade stocks, options and or any other securities, financial contracts or financial instruments. The actions of the Authorized Agent(s) have the same force and effect as those of the account owner(s) with respect to such transactions, and ChoiceTrade and its clearing firm are authorized to follow such actions as if directly instructed by you. The Customer Agreement (including arbitration of disputes), established between ChoiceTrade and you shall apply equally to the Authorized Agent.If this is a fiduciary account, you agree that this grant of trading authority has been conferred consistent with your fiduciary duties and powers. If the Authorized Agent receives compensation for its order entry activities from the Account Owner, both you and the Authorized Agent represent that such payments are consistent with the laws of your respective countries. You understand that all transactions conducted by the Authorized Agent are at your sole risk. You hereby ratify and confirm any and all transactions made at any time by the Authorized Agent for your account. Accordingly, you hereby agree to indemnify and hold harmless ChoiceTrade, its clearing firm and their officers, directors, employees and other associated persons from any and all losses arising from violations of this Agreement, and to promptly pay on demand any debit balance due on your account.
35. Addendum for Fractional Shares
The Addendum for Fractional Shares is hereby incorporated into the ChoiceTrade Customer Agreement.
36. Entire Agreement, Amendment, and Waiver
This Agreement, as amended, together with all other written agreements between you and ChoiceTrade or our clearing firm related to your account and terms contained on statements and confirmations sent to you, contains the entire understanding between you and ChoiceTrade, our clearing firm, their associates, affiliates, and third party providers concerning the subject matter of this Agreement. You agree that ChoiceTrade may at any time amend this Agreement, by modifying or rescinding any of its existing provisions or conditions or by adding any new provision or condition, by conspicuously posting notice of such modification or amendment on the ChoiceTrade website or upon written notice to you. You agree that all rights regarding your account held by ChoiceTrade's clearing firm are automatically vested with all of Choicetrade's clearing firms. By not closing your account or by continuing to use your account, you confirm your agreement to abide by this Agreement, as amended from time to time. Except as specifically permitted in this Agreement, no provision of this Agreement can be, nor is deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of ChoiceTrade. ChoiceTrade's or our clearing firm's failure to insist, at any time, upon strict compliance with this Agreement or with any other course or conduct on its part shall not constitute or be construed as a waiver by ChoiceTrade or our clearing firm of any of their rights or privileges under this Agreement.
If any provision of this Agreement is found to be or should become invalid or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement and all other provisions will remain in full force.
38. Governing Law
You hereby agree that this Agreement and all the duties, rights, responsibilities and other legal matters arising between you, your estate, heirs, executors, administrators, personal representatives, successors and assigns and ChoiceTrade shall be governed by the law of the State of New York and shall be construed, and the rights and liabilities of the parties determined, in accordance with the law of the State of New York.
The heading of each provision of this Agreement is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
ChoiceTrade’s fractional share trading functionality allows you to buy and sell fractional share quantities of certain securities (“Fractional Trading”). Fractional Trading presents unique risks and has certain limitations that you should understand before placing your first trade.
In consideration of ChoiceTrade allowing you to purchase and sell fractional interests of whole equity securities (“fractional shares”) through ChoiceTrade acting as Agent, You represent and agree with respect to all your Accounts, whether margin or cash, to the terms in this addendum (“Addendum”) to the ChoiceTrade Customer Agreement (“Agreement”) set forth below. Unless noted otherwise, defined terms have the same meaning here as in the Agreement. In the case of conflict between the terms of the Agreement and the Addendum, the terms of the Addendum will control for purposes of the subject matter herein. You acknowledge and understand that: Fractional Trading is not available in all stocks. Orders to buy or sell may be entered using a fractional share quantity (e.g., 0.754 shares). Proceeds from the sale of any whole or fractional shares will be rounded to the nearest $0.01. The actual amount of an executed order to buy or sell a dollar value of a security may also be lower than the amount requested due to the deduction of certain commissions, fees (e.g., regulatory fees) or taxes. A vendor employed by our clearing firm will aggregate any proxy votes for fractional shares of ChoiceTrade’s customers with all votes reported to the issuer or issuer’s designated vote tabulator. You understand that while the vendor will report such proxy votes on fractional shares, the issuer or tabulator may not fully count such votes. You hereby direct ChoiceTrade, and ChoiceTrade hereby agrees, not to vote or take any discretionary or voluntary action with respect to any fractional share position. Furthermore, you acknowledge that you cannot vote or take any discretionary or voluntary action with respect to any fractional share position. Accordingly, while ChoiceTrade or its clearing firm may notify you of issuer meetings, neither we nor our clearing firm will solicit proxies in connection with fractional share positions, and you and/or your authorized agent/advisor cannot vote proxies for fractional share positions. Fractional shareholders will not be able to provide instruction in connection with voluntary corporate actions (e.g., tenders), except for optional dividends; and our clearing firm will not vote proxies for any fractional shares it holds as principal and will not affirmatively participate in any voluntary corporate actions. Our clearing firm will execute all orders that include fractional shares (“Fractional Orders”) that they receive from ChoiceTrade customers on a principal basis. ChoiceTrade will act as your agent and our clearing firm will act in either a principal or a mixed capacity (i.e., both as agent and principal) when executing your order. The whole share component of any order will be executed by our clearing firm as agent in its principal account and customers will receive a price at the then current National Best Bid or Offer (“NBBO”). When a fractional share interest is allocated to your account, our clearing firm will maintain custody of the whole share in which you have the fractional interest. Any fractional share interest in the whole share not allocated to your account may be allocated to other customers or to our clearing firm as principal. All orders with a fractional share component will be marked “Not Held,” which gives our clearing firm the time and price discretion to execute the order without being held to the security’s current quote. In connection therewith, each time you submit an order to buy or sell a fractional share quantity or dollar amount of a particular security, you authorize our clearing firm to “work the order.” If you do not wish your order to be handled on a Not Held basis, you should not engage in Fractional Trading. To the extent that our clearing firm must purchase or sell shares in the market to fulfill any part of your Fractional Order, the fractional component of that order will be fulfilled at the execution price our clearing firm received for the corresponding whole shares. When trading as principal for its own account, our clearing firm may make a profit or incur a loss on each trade. In the case of a purchase of the fractional component of any order, if our clearing firm has sufficient principal inventory, that purchase will also be executed at the then current NBBO. In the case of a sale of the fractional component of any order, that sale will be executed at the then current National Best Bid or Offer (“NBBO”). Please note that this price may be higher or lower than the price at the time you place your order. To the extent that our clearing firm fulfills your Fractional Order for national exchange-listed securities (“NMS Securities”) entirely out of its inventory and without purchasing or selling shares in the market (“Inventory Fulfillment”), our clearing firm will endeavor to price such shares or fractional shares at a price between the National Best Bid and Offer (“NBBO”) at the time of the order during market hours. However, certain NMS stocks may not be made available for Fractional Trading, and we reserve the right to modify the list of eligible NMS stocks at any time without notice to you. Any modification to the list of eligible NMS stocks available for Fractional Trading will not affect any fractional share interests previously acquired by you. Price Improvement for fractional shares is handled differently than round lot shares, and in many situations will be less advantageous to the purchaser. ChoiceTrade only accepts market orders, during core market hours, for fractional shares trading at this time. You may attempt to cancel an order, but there is no ability to request that an order be “cancelled and replaced” (i.e., you cannot modify an order once it has been submitted). Even if you hit the Cancel button, your order will be canceled only if it has not already executed. Fractional Trading supports market orders only for fractional share quantities of a security that are good for that day’s trading session only. Because of this, your ability to buy or sell a security using Fractional Trading may be more restricted than if you were to buy or sell traditional whole share quantities of the same security. In the event of a trading halt of a security, Fractional Trading of that security will also be halted, and your order will be held until trading resumes. If trading does not resume or your order is not executed by the close of that day’s Fractional Trading window, it will be cancelled. Shareholder Rights for Fractional Share Interests: Fractional shares do not entitle the holder to vote or take any discretionary or voluntary action with respect to any fractional share position. Fractional shareholders will not be able to provide instruction in connection with voluntary corporate actions (e.g., tenders). In the case of a dividend, the dividend will be passed along to you in proportion to your ownership interest, inclusive of fractional share interests. ChoiceTrade and our clearing firm will only support payments that are equal to or greater than $.01 in total. Amounts smaller than that, or non-divisible amounts will be maintained by ChoiceTrade’s clearing firm and titled as “Undistributable Interests”. Automatic reinvestments often involve purchase of fractional shares. Partial shares pay prorated dividends and can be sold if you sell your entire share position and will be liquidated automatically in transfers and certain other situations, but otherwise typically cannot be sold. Fractional share positions may be illiquid. ChoiceTrade does not guarantee that there will be a market for fractional share positions and our clearing firm makes no representations or warranties about its ability or willingness to continue to trade as principal in fractional share quantities. If your account is closed, your fractional shares may be liquidated, and the proceeds distributed to you as cash. Fractional share positions cannot be transferred or certificated. The Automated Customer Account Transfer System (ACATS) does not support fractional share positions. If you want to transfer your account or specific share positions to another broker, you must sell your fractional positions and transfer the cash proceeds.
ChoiceTrade has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan. The specifics of our business plan are subject to modification. Updated plans will be promptly posted on our Web site at www.choicetrade.com.Contacting Us : If after a significant business disruption you cannot contact us as you usually do at 787-773-1848 or firstname.lastname@example.org, you should visit our Web site, www.choicetrade.com. If you cannot access us through either of those means, you should contact our clearing firm, Curvature Securities, at 908-944-9400 or www.curvaturesecurities.com, or Velox at 949-352-4694 or www.velox-global.com to obtain access to your funds or securities.Our Business Continuity Plan : We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption.Our business continuity plan addresses data back up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.Our clearing firm backs up our important records at a remotely independent site. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, we have been advised by our clearing firm that its objective is to restore its own operations and be able to complete existing transactions and accept requests for funds and securities as soon as possible. Your requests for funds and securities could be delayed during this period. Varying Disruptions : Significant business disruptions can vary in their scope, such as only our firm, a single building housing our firm, the business district where our firm is located, the city where we are located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In the event of a disruption to either our building or area, we plan to continue in business, transfer operations to our clearing firm if necessary, and notify you through our web site www.choicetrade.com how to contact us. If the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customers’ prompt access to their funds and securities.For more information – If you have questions about our business continuity planning, you can contact us at email@example.com