This Agreement ("Agreement") governs the relationship between Customer and Tradeview Ltd. ("TV"). If this Agreement varies from the TV website, this Agreement controls. This Agreement cannot be amended or waived except in writing by an TV officer. Customer Service employees cannot amend or waive any part of this Agreement. Customer acknowledges that TV may revise this Agreement by sending notice of the revised Agreement by e-mail or upon Customer log-in. Customer's use of TV after such notice constitutes acceptance of the revised Agreement.
2. No Investment, Tax or Trading Advice:
TV representatives are not authorized to provide investment, tax or trading advice or to solicit orders. Nothing on TV's website is a recommendation or solicitation to buy or sell securities, futures or other investments.
3. Responsibility for Customer Orders/Trades:
Customer acknowledges that TV does not know whether someone entering orders with Customer's user name/password is Customer. Unless TV is notified and agrees, Customer will not allow anyone to access Customer's account. Customer is responsible for the confidentiality and use of Customer's user name/password and agrees to report any theft/loss of such user name/password, or any unauthorized access to Customer's account, immediately by telephone or electronically through the TV website. Customer remains responsible for all transactions entered using Customer's user name/password.
4. Order Routing:
Unless otherwise directed, TV will select the market/dealer to which to route Customer's orders. For products traded at multiple markets, TV may provide "Smart Routing", which seeks the best market for each order through a computerized algorithm. Customer should choose Smart Routing if available. If Customer directs orders to a particular market, Customer assumes responsibility for knowing and trading in accordance with the rules and policies of that market (e.g., trading hours, order types, etc.). TV cannot guarantee execution of every order at the best posted price: TV may not have access to every market/dealer; other orders may trade ahead; market centers may not honor posted prices or may re-route orders for manual handling; or market rules, decisions or system failures may prevent/delay execution of Customer's orders or cause orders not to receive the best price.
5. Order Cancellation/Modification:
Customer acknowledges that it may not be possible to cancel/modify an order and that Customer is responsible for executions notwithstanding a cancel/modify request.
6. Order Execution:
TV shall execute Customer orders as agent, unless otherwise confirmed. TV can execute Customer orders as principal. TV may use another broker, or an affiliate, to execute orders, and they have benefit of all TV's rights hereunder. TV may decline any Customer order, or terminate Customer's use of TV's services at any time in TV's discretion. All transactions are subject to rules and policies of relevant markets and clearinghouses, and applicable laws and regulations. TV IS NOT LIABLE FOR ANY ACTION OR DECISION OF ANY EXCHANGE, MARKET, DEALER, CLEARINGHOUSE OR REGULATOR.
A. Customer agrees to monitor each order until TV confirms execution or cancellation. Customer acknowledges that confirmations of executions or cancellations may be delayed or may be erroneous (e.g. due to computer system issues) or may be cancelled/adjusted by an exchange. Customer is bound by the actual order execution, if consistent with Customer's order. If TV confirms execution or cancellation in error and Customer delays reporting such error, TV reserves the right to remove the trade from the account or require Customer to accept the trade, in TV's discretion.
B. Customer agrees to notify TV immediately by telephone or electronically through the TV website if:
i) Customer fails to receive an accurate confirmation of an execution or cancellation;
ii) Customer receives a confirmation that is different than Customer's order;
iii) Customer receives a confirmation for an order that Customer did not place;
iv) Customer receives an account statement, confirmation, or other information reflecting inaccurate orders, trades, balances, positions, margin status, or transaction history. Customer acknowledges that TV may adjust Customer's account to correct any error. Customer agrees to promptly return to TV any assets erroneously distributed to Customer.
8. Proprietary Trading - Display of Customer Orders:
Subject to all laws and regulations, Customer authorizes TV to execute proprietary trades of itself and its affiliates, though TV may simultaneously hold unexecuted Customer orders for the same products at the same price.
9. Customer Qualification:
Customer warrants that his, her or its application is true and complete; will promptly notify TV of any information changes; and authorizes TV to make any inquiry to verify information.
A. Natural Persons: Customer warrants that Customer is over 18; is under no legal incapacity; and has sufficient knowledge and experience to understand the nature and risks of the products to be traded.
B. Organizations: Customer and its authorized representatives warrant that Customer: (i) is authorized under its governing document(s) and in the jurisdictions in which it is organized and/or regulated to enter this Agreement and trade (including on margin if applicable); (ii) is under no legal incapacity; and (iii) that persons identified to enter orders have proper authority and have sufficient knowledge and experience to understand the nature and risks of the products to be traded.
C. Trusts: "Customer" refers to the Trust and/or Trustees. Trustee(s) represent(s) that there are no Trustees other than listed in the application and certifies(y) that TV may follow instructions from any Trustee and deliver funds, securities, or any other assets to any Trustee or on any Trustee's instructions, including delivering assets to a Trustee personally. TV, in its discretion, may require written consent of any or all Trustee(s) prior to following instructions of any Trustee. Trustee(s) certify that Trustee(s) has (have) the power under the Trust documents and applicable law to enter this Agreement, open the type of account applied for, and enter transactions and issue instructions. Such powers include, without limit, authority to buy, sell (including short), exchange, convert, tender, redeem and withdraw assets (including delivery of securities to/from the account) to trade securities on margin or otherwise (including purchase/sale of options), and trade futures and/or options on futures, for the Trust. Should only one Trustee execute this Agreement, Trustee represents that Trustee has the authority to execute this Agreement, without consent by the other Trustees. Trustee(s) certifies(y) that all transactions for this account will comply with the Trust documents and applicable law and that all trading in this Account will be consistent with the powers delegated to the Trustee(s) by the Trust document(s) and with the fiduciary duties of the Trustee(s) to the Trust and/ or the beneficiary(ies) of the Trust. Trustee(s) also certifies(y) that Trustee(s) will inform any beneficiary(ies) of the Trust of the activity in the Trust's account(s) as required by the Trust document and applicable law. Trustee(s), jointly and severally, shall indemnify TV and hold TV harmless from any claim, loss, expense or liability for effecting any transactions, and acting upon any instructions given by the Trustee(s). Trustee(s) will notify Tradeview. Ltd promptly if the authority of the Trustee(s) change in any manner material to this Agreement, including but not limited to any change affecting the accuracy of any warrants made herein.
D. Regulated Persons and Entities: Unless Customer notifies TV otherwise, Customer represents that Customer is not a broker-dealer; futures commission merchant; or affiliate, associated person or employee thereof. Customer agrees to notify TV immediately by telephone or electronically through the TV website if Customer becomes employed or associated with a broker-dealer or futures commission merchant.
10. Joint Accounts:
Each joint account holder agrees that each joint holder has authority, without notice to the other, to:
(i) buy/sell securities, futures or other products (including on margin);
(ii) receive account confirmations and correspondence;
(iii) receive and dispose of money, securities or other assets;
(iv) enter, terminate, or agree to modify this Agreement;
(v) waive any part of this Agreement; and
(vi) deal with TV as if each joint holder was the sole holder. Notice to any joint holder constitutes notice to all joint holders. Each joint account holder is jointly and severally liable to TV for all account matters. TV may follow instructions of any joint holder and make delivery to any joint account holder individually of any account property.
Upon death of any joint holder, the surviving holder shall give TV notice by telephone or electronically through the TV website and TV may, before or after notice, initiate proceedings, require documents, retain assets and/or restrict transactions as it deems advisable to protect itself against any liability or loss. The estate of any deceased joint account holder shall be liable and each survivor will be liable, jointly and severally, to TV for any debt or loss in the account or upon liquidation of the account. Unless Customers indicate otherwise, TV may presume that account holders are joint tenants with rights of survivorship. Upon death of any joint holder, the account shall be vested in the surviving holders, without in any manner releasing the deceased joint holder's estate from liability.
A. Risk of Margin Trading: Margin trading is highly risky and may result in a loss of funds greater than Customer has deposited in the account. Customer represents that he or she has read the "Disclosure of Risks of Margin Trading" provided separately by TV.
B. Requirement to Maintain Sufficient Margin Continuously: Margin transactions are subject to initial and maintenance margin requirements of exchanges, clearinghouses and regulators and also to any additional margin requirement of TV, which may be greater ("Margin Requirements"). TV MAY MODIFY MARGIN REQUIREMENTS FOR ANY OR ALL CUSTOMERS FOR ANY OPEN OR NEW POSITIONS AT ANY TIME, IN TV'S SOLE DISCRETION. Customer shall monitor his, her or its account so that at all times the account contains sufficient equity to meet Margin Requirements. TV may reject any order if the account has insufficient equity to meet Margin Requirements, and may delay processing any order while determining margin status. Customer shall maintain, without notice or demand, sufficient equity at all times to continuously meet Margin Requirements. Formulas for calculating Margin Requirements on the TV website are indicative only and may not reflect actual Margin Requirements. Customer must at all times satisfy whatever Margin Requirement is calculated by TV.
C. TV Will Not Issue Margin Calls: TV does not have to notify Customer of any failure to meet Margin Requirements prior to TV exercising its rights under this Agreement. Customer acknowledges that TV generally will not issue margin calls; generally will not credit Customer's account to meet intraday or overnight margin deficiencies; and is authorized to liquidate account positions in order to satisfy Margin Requirements without prior notice.
D. Liquidation of Positions and Offsetting Transactions:
i. IF AT ANY TIME CUSTOMER'S ACCOUNT HAS INSUFFICIENT EQUITY TO MEET MARGIN REQUIREMENTS OR IS IN DEFICIT, TV HAS THE RIGHT, IN ITS SOLE DISCRETION, BUT NOT THE OBLIGATION, TO LIQUIDATE ALL OR ANY PART OF CUSTOMER'S POSITIONS IN ANY OF CUSTOMER'S TV NON-IRA ACCOUNTS, INDIVIDUAL OR JOINT, AT ANY TIME AND IN ANY MANNER AND THROUGH ANY MARKET OR DEALER, WITHOUT PRIOR NOTICE OR MARGIN CALL TO CUSTOMER. CUSTOMER SHALL BE LIABLE AND WILL PROMPTLY PAY TV FOR ANY DEFICIENCIES IN CUSTOMER'S ACCOUNT THAT ARISE FROM SUCH LIQUIDATION OR REMAIN AFTER SUCH LIQUIDATION. TV HAS NO LIABILITY FOR ANY LOSS SUSTAINED BY CUSTOMER IN CONNECTION WITH SUCH LIQUIDATIONS (OR IF THE TV SYSTEM DELAYS EFFECTING, OR DOES NOT EFFECT, SUCH LIQUIDATIONS) EVEN IF CUSTOMER RE-ESTABLISHES ITS POSITION AT A WORSE PRICE.
ii. TV may allow Customer to pre-request the order of liquidation in event of a margin deficiency, but such requests are not binding on TV and TV retains sole discretion to determine the assets to be liquidated and the order/manner of liquidation. TV may liquidate through any market or dealer, and TV or its affiliates may take the other side of the transactions consistent with laws and regulations. If TV liquidates any/all positions in Customer's account, such liquidation shall establish Customer's gain/loss and remaining indebtedness to TV, if any. Customer shall reimburse and hold TV harmless for all actions, omissions, costs, fees (including, but not limited to, attorney's fees), or liabilities associated with any such transaction undertaken by TV. If TV executes an order for which Customer did not have sufficient equity, TV has the right, without notice, to liquidate the trade and Customer shall be responsible for any resulting loss and shall not be entitled to any resulting profit.
iii. If TV does not, for any reason, liquidate under-margined positions, and issues a margin call, Customer must satisfy such call immediately by depositing funds. Customer acknowledges that even if a call is issued, TV still may liquidate positions at any time.
iv. Customer acknowledges that TV also has the right to liquidate all or part of Customer's positions without prior notice: (i) if any dispute arises concerning any Customer trade, (ii) upon any "Default" as described in 16 below, or (iii) whenever TV deems liquidation necessary or advisable for TV's protection.
12. Short Sales:
Customer acknowledges that short sales must be done in a margin account, subject to Margin Requirements; that prior to selling short, TV must believe it can borrow stock for delivery; and that if TV cannot borrow stock (or re-borrow after a recall notice) TV may buy-in stock on Customer's behalf, without notice to Customer, to cover short positions and Customer is liable for any losses/costs.
13. TV's Right to Loan/Pledge Customer Assets:
As allowed by law, TV is authorized by Customer to lend to itself or others Customer securities or assets. TV may, without notice, pledge, re-pledge, hypothecate or re-hypothecate Customer's securities and assets, separately or together with those of other customers, for any amount due in any TV account in which Customer has an interest, without retaining in TV's possession or control a like amount of assets. For loans of securities, TV may receive financial and other benefits to which Customer is not entitled. Such loans could limit Customer's ability to exercise securities' voting rights.
14. Suspicious Activity:
If TV in its sole discretion believes that a Customer account has been involved in any fraud or crime or violation of laws or regulations, or has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether victim or perpetrator or otherwise), TV may suspend or freeze the account or any privileges of the account, may freeze or liquidate funds or assets, or may utilize any of the remedies in this Agreement for a "Default".
15. Commissions and Fees, Interest Charges, Funds:
Commissions and fees are as specified on the TV website unless otherwise agreed in writing by an officer of TV. Customer acknowledges that TV deducts commissions/fees from Customer accounts, which will reduce account equity. Positions will be liquidated if commissions or other charges cause a margin deficiency. Changes to commissions/fees are effective immediately upon either of: posting on the TV website or email or other written notice to Customer. TV shall pay credit interest to and charge debit interest from Customer at interest rates and terms on the TV website. Customer funds will not be disbursed until after transactions are settled. Terms and conditions for deposit and withdrawal of funds (including holding periods) are as specified on the TV website.
16. Account Deficits:
If a cash account incurs a deficit, margin interest rates will apply until the balance is repaid, and TV has the right, but not the obligation, to treat the account as a margin account. Customer agrees to pay reasonable costs of collection for any unpaid Customer deficit, including attorneys' and collection agent fees.
17. Knowledge of Securities, Warrants and Options; Corporate Actions:
Customer acknowledges Customer's responsibility for knowing the terms of any securities, options, warrants or other products in Customer's account, including upcoming corporate actions (e.g., tender offers, reorganizations, stock splits, etc.). TV has no obligation to notify Customer of deadlines or required actions or dates of meetings, nor is TV obligated to take any action without specific written instructions sent by Customer to TV electronically through the TV website.
18. Quotes, Market Information, Research and Internet Links:
Quotes, news, research and information accessible through TV (including through links to outside websites) ("Information") may be prepared by independent Providers. The Information is the property of TV, the Providers or their licensors and is protected by law. Customer agrees not to reproduce, distribute, sell or commercially exploit the Information in any manner without written consent of TV or the Providers. TV reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by TV or a solicitation to buy or sell. Neither TV nor the Providers guarantee accuracy, timeliness, or completeness of the Information, and Customer should consult an advisor before making investment decisions. RELIANCE ON QUOTES, DATA OR OTHER INFORMATION IS AT CUSTOMER'S OWN RISK. IN NO EVENT WILL TV OR THE PROVIDERS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING FROM USE OF THE INFORMATION. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, INCLUDING WARRANTY OF MERCHANTIBILITY, WARRANTY OF FITNESS FOR A PARTICULAR USE, OR WARRANTY OF NON- INFRINGEMENT.
19. License to Use TV Software:
TV grants Customer a non-exclusive, non-transferable license to use TV Software solely as provided herein. Title to TV Software and updates shall remain the sole property of TV, including all patents, copyrights and trademarks. Customer shall not sell, exchange, or transfer the TV Software to others. Customer shall not copy, modify, translate, decompile, reverse engineer, disassemble or reduce to a human readable form, or adapt, the TV Software or use it to create a derivative work, unless authorized in writing by an officer of TV. TV is entitled to immediate injunctive relief for threatened breaches of these undertakings.
20. LIMITATION OF LIABILITY AND LIQUIDATED DAMAGES PROVISION:
CUSTOMER ACCEPTS THE TV SYSTEM "AS IS", AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, PURPOSE OR APPLICATION; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. UNDER NO CIRCUMSTANCES SHALL TV BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING LOSS OF BUSINESS, PROFITS OR GOODWILL. TV SHALL NOT BE LIABLE TO CUSTOMER BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF THE TV SYSTEM, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SOFTWARE MALFUNCTION; GOVERNMENTAL, EXCHANGE OR OTHER REGULATORY ACTION; ACTS OF GOD; WAR, TERRORISM, OR TV'S INTENTIONAL ACTS. CUSTOMER RECOGNIZES THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF THE TV SYSTEM, INCLUDING, FOR EXAMPLE, THOSE CAUSED INTENTIONALLY BY TV FOR PURPOSES OF SERVICING THE TV SYSTEM. IN NO EVENT SHALL TV'S LIABILITY, REGARDLESS OF THE FORM OF ACTION AND DAMAGES SUFFERED BY CUSTOMER, EXCEED THE HIGHEST TOTAL MONTHLY COMMISSIONS PAID BY CUSTOMER TO TV OVER THE 6 MONTHS PRIOR TO ANY INCIDENT.
21. Customer Must Maintain Alternative Trading Arrangements:
Computer-based systems such as those used by TV are inherently vulnerable to disruption, delay or failure. CUSTOMER MUST MAINTAIN ALTERNATIVE TRADING ARRANGEMENTS IN ADDITION TO CUSTOMER'S TV ACCOUNT FOR EXECUTION OF CUSTOMER'S ORDERS IN THE EVENT THAT THE TV SYSTEM IS UNAVAILABLE. By signing this Agreement, Customer represents that Customer maintains alternative trading arrangements.
22. Consent To Accept Electronic Records And Communications :
TV provides electronic trade confirmations, account statements, tax information and other Customer records and communications (collectively, "Records and Communications") in electronic form. Electronic Records and Communications may be sent to Customer's Tradeview Rhinotrader 4.0 ("TVRT") or to Customer's e-mail address, or for security purposes may be posted on the TV website and customer will need to login and retrieve the Communication. By entering into this Agreement, Customer consents to the receipt of electronic Records and Communications. Such consent will apply on an ongoing basis and for every tax year unless withdrawn by Customer. Customer may withdraw such consent at any time by providing electronic notice to TV through the TV website. If Customer withdraws such consent, TV will provide required tax documents in paper form upon request by telephone or via the TV website. However, TV reserves the right to require Customer to close Customer's account.
In order to trade using the TV TVRT, and to receive Records and Communications through the TVRT, there are certain system hardware and software requirements, which are described on the TV website at www.tvmarkets.com. Since these requirements may change, Customer must periodically refer to the TV website for current system requirements. To receive electronic mail from TV, Customer is responsible for maintaining a valid Internet e-mail address and software allowing customer to read, send and receive e-mail.
Customer must notify TV immediately of a change in Customer's e-mail address by using those procedures to change a Customer e-mail address that may be available on the TV website.