Relative to becoming a Customer and opening a custodial securities account at Velox Clearing LLC (“Velox”), you represent and attest to Velox that;
1. LEGAL CAPACITY: You have the required legal capacity and are authorized to enter into this Agreement (“the Agreement”), or you have provided written documentation of your authorized delegate, agent, or attorney-in-fact.
2. RESPONSIBILITY FOR INVESTMENT DECISIONS: You understand that Velox provides no investment advice, nor does Velox give advice or offer any opinion with respect to the suitability of any security or order. All transactions will be done only upon your instruction or the instruction of your authorized delegate, agent, or attorney-in-fact. You further acknowledge that Velox will not provide you with any trading, investment, legal, tax, or accounting advice, that its employees are not authorized to give any such advice, and that you will not solicit or rely upon any such advice from Velox or its employees whether in connection with transactions in or for any of your accounts or otherwise. In making trading, investment, legal, tax, or accounting decisions with respect to transactions in or for your accounts or any other matter, you will consult with and rely upon your own advisors and not upon Velox.
3. CUSTODIAL FEES AND PAYMENT OF INDEBTEDNESS: You agree to pay the custodial fees described in Schedule A herein. In the event you become indebted to Velox in the course of operation of this account, you agree that you will repay such indebtedness upon demand. You agree that, if after demand you fail to pay the indebtedness, Velox may close your account and liquidate the assets in your account in an amount sufficient to pay your indebtedness.
4. ORDER MARKINGS: You agree, when placing sell orders, to designate whether each order is from a short position or long position and authorize Velox to mark each order accordingly. If Velox does not already hold securities designated for long accounts when the order is placed, you agree to deliver such securities in good form to Velox on or before the settlement date for the order. If you do not fulfill this agreement, or if Velox is unable to settle any other transaction by reason of your failure to make payment or deliver securities in good form, you authorize Velox to take all steps necessary to complete the transaction, and you will reimburse Velox for all costs, losses or liabilities Velox incurs.
5. SECURITIES LAWS AND REGULATIONS: You will at all times comply with US Securities laws and regulations, as well as any applicable State and Federal laws, including, but not limited to efforts to fight the funding of terrorism and money laundering, and US PATRIOT Act and Bank Secrecy Act requirements. You understand that any violation of US Securities regulations or other applicable laws will constitute a breach of this agreement and may result in the immediate termination of this Agreement by Velox. You further understand that any fines and or penalties imposed on Velox as a result of a violation by you of any applicable securities regulation or law may, at Velox’s discretion, be passed onto you; and you acknowledge and represent that you will be responsible for payment to Velox of such fines.
6. COLLECTION FEES: The reasonable costs of collection of the debit balance and any unpaid deficiency in your accounts, including attorney's fees incurred by Velox, shall be reimbursed by you to Velox.
7. CANCEL OPEN ORDERS: You understand that all open orders may be reviewed after 30 days. In the event that Velox is unable to confirm with you that the order is still good, Velox may at its discretion cancel it.
8. LAWS OF THE STATE OF CALIFORNIA: You agree that this Agreement shall be governed by and interpreted in accordance with the laws of California, excluding its conflicts of law rules.
9. ARBITRATION: YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS:
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.
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.
YOU AGREE, AND BY CARRYING AN ACCOUNT FOR YOU, VELOX AGREES, THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING ANY TRANSACTION OR CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US PERTAINING TO SECURITIES AND OTHER PROPERTY, WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT AND THE LAWS OF THE STATE OF CALIFORNIA, AND IN ACCORDANCE WITH THE RULES OF THE SELECTED ORGANIZATION. ANY CONTROVERSY BETWEEN YOU AND VELOX SHALL BE SUBMITTED TO ARBITRATION BEFORE ANY NATIONAL SECURITIES EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE), OR THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC (“FINRA”). THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED AND ENFORCED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. NO PERSONS 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: (I) THE CLASS CERTIFICATION IS DENIED, OR (II) THE CLASS IS DECERTIFIED, OR (III) 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. YOU UNDERSTAND THAT ANY COMPLAINTS SHOULD BE DIRECTED TO VELOX AT ITS ADRESS LISTED ON THE VELOX WEBSITE WWW.VELOX-GLOBAL.COM.
10. BUSINESS CONTINUITY PLANS: Velox has established Business Continuity Plans (“BCP”) that will support its ability to conduct business in the event of a disaster or other significant business disruption. This plan is reviewed and updated at least annually. In the event of a disaster or other disruption, Velox intends to implement one or more of its BCP’s to minimize any interruption and recover business as quickly as possible. To receive more information about Velox’s BCP please navigate to the Velox website at www.velox-global.com.
11. AGENCY REPORTING: You understand that, under the Federal Fair Credit Reporting Act, you have the right to notify Velox if you believe Velox has inaccurately reported information about your account to a consumer reporting agency. You understand that under no circumstances will Velox sell, share or otherwise provide your personal information to any non-affiliated third-party entity.
12. BACKGROUND CHECKS: You acknowledge and authorize Velox to perform a background check on you which may include criminal and credit searches. You acknowledge that Velox has disclosed to you that an investigative consumer report, including information as to your creditworthiness, insurance and credit standing, credit capacity, character, general reputation, personal characteristics, and mode of living will be conducted. You have initiated this transaction and have been advised that you have the right, upon written request within a reasonable time after having received this disclosure, to receive complete and accurate information on the nature and scope of the inquiry, if one is made, and to a written summary of the rights of the consumer under the Fair Credit Reporting Act with any disclosure from a consumer reporting agency. You understand any such requests, notices, or inquiries should include your names(s), current address(es), social security number(s), telephone number(s), and account number, and, in the case of information you believe inaccurately reported, the specific item of dispute. You understand that your request should be sent to Velox at its address listed on the Velox website www.velox-global.com.
13. AGREEMENT TERMS AND CONDITIONS: This Agreement shall be in force upon approval or acceptance of your account by Velox (“Approval Date”) and shall continue until terminated as is hereinafter provided. The Effective Date of the Agreement shall be thirty (30) days subsequent to the Approval Date, or on the date of commencement of account funding, whichever comes first (“Effective Date”).
(a) The parties agree that this Agreement shall be in force for a period of one month from the Effective Date (“Contract Period”) and that there shall be no change in the pricing schedule referred to in Schedule A herein. Thereafter, the Agreement shall automatically renew for a subsequent Contract Period, unless terminated pursuant to the termination terms described below.
(b) This Agreement may be terminated by you, without cause, upon ten (10) days’ written notice to Velox, prior to the expiration of the then current Contract Period. Should you fail to provide timely notice, you may thereafter terminate this Agreement at any time during the Contract Period but agree that you will be liable and will pay to Velox all agreed upon fees and charges for the remainder of the Contract Period.
If either party terminates the Agreement pursuant to this subparagraph, Velox shall have the right to impose reasonable limitations upon your activities with respect to your accounts at Velox during the period between the giving of notice and the transfer of your account.
(c) In the event either party defaults in the performance of its obligations under this Agreement, the non-defaulting party may terminate this Agreement on the following terms and conditions. Written notice must be delivered to the defaulting party specifying the nature of the default and notifying the defaulting party that unless the default is cured within a period of ten (10) business days from receipt of the notice, this Agreement may be terminated without further proceedings by the non-defaulting party.
(d) This Agreement may be terminated by Velox or you immediately in the event that the other party is criminally indicted, enjoined, disabled, suspended, prohibited or otherwise unable to engage in the securities business, or any part of it, as a result of any administrative or judicial proceeding or action by the U.S. Department of Justice or state prosecutor, the SEC, or any state securities regulator or any other self-regulatory organization having jurisdiction, or pursuant to a voluntary Agreement or understanding with any of the aforementioned entities.
(e) This Agreement may be terminated by Velox or you immediately in the event that the other party becomes a debtor in a bankruptcy proceeding, is placed into receivership or becomes insolvent.
(f) Velox may terminate this Agreement forthwith upon prior written notice to you in the event that you are adjudicated bankrupt or insolvent or a trustee or similar creditors’ representative is appointed by court order, or any property of yours is sequestered by court order and such order remains in effect for more than thirty (30) calendar days, or a petition is filed by or against you either voluntarily or involuntarily under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) calendar days of such filing, or you make an assignment for the benefit of your creditors, or admit in writing your inability to pay your debts generally as they become due, or consent to the appointment of a receiver, trustee or liquidator for yourself or for any property held by you.
(g) Termination of this Agreement, however caused, shall not release you or Velox from any liability or responsibility to the other with respect to transactions effected prior to the effective date of such termination, whether or not claims relating to such transactions shall have been made before or after such termination.
(h) If you terminate this Agreement pursuant to subparagraph (b) above within the first year of the date of this Agreement, or Velox terminates this Agreement pursuant to subparagraph (c) or (d) above, you will pay to Velox a termination fee equal to all agreed upon minimums that would have been due to Velox for the remainder of the Contract Period.