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 Apex, 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 Apex Clearing Corporation and Vision Financial Markets, LLC, hereinafter referred to as "our clearing firm".
According to these clearing agreements, 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.
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
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. 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.
As 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
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 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. 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 requiring your acceptance. 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 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.
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.
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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
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.
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 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 two hundred and fifty dollars per person per
hour, attorneys’ fees and court costs, shall be payable by you to ChoiceTrade or our clearing firm.
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
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
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 incurred in defense
of your claim, including without limitation, 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 Jersey, unless Apex is a party to the dispute, in which case you agree to the jurisdiction of the courts of Texas,
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
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
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.
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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
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.
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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.
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. 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. 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.
35. 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 Jersey and shall be construed, and the rights and liabilities of the parties determined, in accordance with the law
of the State of New Jersey; provided, however, that if Apex is a party, such items shall be governed by Texas law.
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.