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International Equities User Agreement

Last updated Jul 8, 2020

  • This International Equities User Agreement (“Agreement”)  sets forth the terms and conditions under which Uphold International Equities, Inc. (“Uphold International Equities”) will establish and maintain an account on your behalf (an “Equities Account”) and governs the terms of your Equities Account, including all transactions. It is a binding contract between you and Uphold International Equities.

    To establish a Equities Account, you will first need to establish an account with either Uphold Europe Limited or Uphold Worldwide, Ltd., affiliates of Uphold International Equities for access and use of the Uphold platform (the “Platform”) as a verified user with an active account (an “Uphold Account”). Your use of the Platform is governed by additional agreements and terms, including our user agreements (each, a “User Agreement”) and any third-party terms and conditions. For purposes of this Agreement, the terms and conditions of your Uphold Account apply to your Equities Account, provided that the terms hereof shall govern in the event of any conflict.

    By using the Platform, you agree to follow and be bound by this Agreement, the User Agreement and the associated Terms and Conditions, including any policies referenced herein and therein. Uphold International Equities may change the terms of this Agreement from time to time and at any time, with or without actual notice to you. Continued use of the Platform constitutes your acceptance of any revisions to this Agreement.

    Please read the important disclosures regarding your Equities Account here

    You also acknowledge that you have read and agree to our General Terms and ConditionsPrivacy & Data Policy, our Cookie Policy and our Developer Agreement. You acknowledge the receipt of all regulatory notices and disclosures required by law, including all items provided in the Disclosure Library and our Privacy & Data Policy

    This Agreement contains a pre-dispute arbitration clause below. 

    Securities products are: Not insured · Not bank guaranteed · May lose value

  • 1.
    Your brokerage account

    1.1

    Your Equities Account and all securities and investments are offered by Uphold International Equities, Inc.  Equities Accounts are not available in all jurisdictions where Uphold Accounts are available.

    1.2

    Please note that (a) Uphold International Equities is not authorised by the Seychelles Financial Services Authority (“FSA”) to provide the financial services offered on the Platform; (b) Uphold International Equities is not an authorised representative of a financial services licensee of the FSA for the provision of the financial services offered on the Platform; (c) the financial services on the Platform are being provided under an exemption provided under applicable Seychelles regulations; and (d) the details of the normal protection associated with receiving financial services from a financial services licensee shall not apply by virtue of the exemption.

    1.3

    A purchase made through your Equities Account with Uphold International Equities does not result in your direct ownership of any individual listed security, and you will not be the holder of record, or entitled to any voting rights due to your purchase. Uphold International Equities maintains a register of your purchases, and credits you with an economic interest (an “Interest”) in the number (or fraction thereof) of securities you purchase, including the right to any dividends or distributions. Uphold International Equities arranges trades with Tradeview Ltd., a broker-dealer licensed by the Cayman Islands Monetary Authority to obtain securities underlying your Interest in such securities that you purchase via Uphold International Equities.

    1.4

    Your Interests in securities in your Equities Account are not transferable off the Platform. If you close your Equities Account or transfer your Equities Account to another firm, your Interests will be liquidated, resulting in potential charges, fees, taxes, and loss of value. Your Interests as reflected in your Equities Account cannot be put into certificate form and mailed. Fees, charges, taxes, and loss of value in connection with a liquidation of fractional Interests may match or exceed the value of the Interest depending on your holdings.

    1.5

    In the event a company in which you hold an Interest is involved in a  corporate action (such as a merger, acquisition or spin off a new or separate entity) in which holders of the company’s securities would receive securities in another entity, you will be credited with a pro rata Interest in the securities of the new entity if Interests in such entity are available for purchase via the Platform; if the Interests in the securities of such new entity are not available for purchase on the Platform, you will be credited with the U.S. dollar cash value actually received by Uphold International Equities upon its sale of the new entity’s securities, with such sale to take place as soon as reasonably possible after the corporate action. 

    1.6

    Your Equities Account is separate from your Uphold Account. Equities services for your Equities Account are provided by Uphold International Equities, Inc. Uphold Europe Ltd., Uphold Worldwide Ltd. and Uphold International Equities, Inc. are separate but affiliated companies. Uphold International Equities is not involved in the purchase, sale, execution, custody, or trading of cryptocurrencies or other digital assets, and only takes instructions regarding the transfer of funds as described in this Agreement. Uphold Europe Ltd. and Uphold Worldwide Ltd.. are not broker-dealers of any kind.

    Cryptocurrency investments are not protected by insurance.

    1.7

    Your Equities Account consists of different sub-accounts that represent different Interests that you may hold. The Interests held in your Equities Account may not be converted into or transferred for digitally represented form of fiat currency, digital assets, virtual or cryptocurrencies, virtual and precious metals, and commodities (“Value”) in your Equities Account, other than U.S. Dollars. Any such conversion or transfer of Value will be effected through your Uphold Account. 

  • 2.
    Using your equities account

    2.1

    In order to open an Equities Account, you must be a verified user with an active Uphold Account in accordance with the applicable User Agreement and the associated Terms and Conditions, including any policies referenced herein and therein. You agree to provide all us documentation/information that we may require for completing our customer due diligence and complying with the Seychelles Anti-Money Laundering Act, 2006.

    2.2

    You acknowledge and agree that you are a self-directed investor who is individually responsible for determining the suitability of your investment decisions. We are not responsible for the investment decisions made by you or on your behalf. You acknowledge that you utilize the Platform at your own risk, including the investment and analytical tools we make available to you. You recognize that numerous independent resources are available from which you can obtain information about issuers, securities, exchanges, industries and any other factor that might influence a reasonable investment decision. You understand that all orders placed through the Platform are at your sole risk and responsibility. We do not make recommendations or offer investment, financial, legal or tax advice. You alone are responsible for evaluating the merits and risks associated with the use of the Platform. We are not responsible for the strategies, actions or inactions taken with respect to your Equities Account. We are not responsible for the gains or losses you incur. The orders you place and instructions you give to us will be unsolicited. Our employees, agents and representatives are not authorized to give you investment advice, and any instructions you receive from us with respect to your Equities Account will be limited to technical or administrative guidance. All investments involve risk, losses may exceed the principal invested, and the past performance of a security, industry, sector, market, or financial product does not guarantee future results or returns.

    2.3

    You understand that the market values of securities fluctuate. Online trading has inherent risk due to system response, execution price, speed, liquidity, market data and access times that may vary due to market conditions, system performance, market volatility, size and type of order and other factors. The price you receive for a transaction may not be the price shown to you at or prior to your confirmation of such transaction, due to fluctuations in the price, available volume or other prevailing market conditions. We cannot guarantee that any order you place will be fulfilled. An investor should understand these and additional risks before trading.

    2.4

    You acknowledge that all investments involve risk, that losses may occur, and that past performance is not a guarantee or indication of future results or returns. The greatest risk in buying securities is the potential for the value of the security to decrease significantly or entirely. You are solely responsible for any gains or losses in your Equities Account. You should invest carefully, considering your available resources, investing experience, and risk tolerance. You should only trade with money you can afford to lose.  While diversification may help spread risk, it does not assure a profit, or protect against loss in a down market. There is always the potential of losing money when you invest in securities. Stock investments are not insured by any government agency against loss in market value.

    2.5

    Your Equities Account and any transactions conducted using your Equities Account are subject to applicable federal, state, and local securities laws and regulations, the rules of any self-regulatory organization of which Uphold International Equities is a member and the rules, regulations, customs and usages of the exchange, market, or clearing house, if any, where the transactions are executed. Uphold International Equities is not obligated to effect any transaction we believe would violate any applicable laws, regulations or rules.

    2.6

    You understand and agree that the Platform is not provided to, and may not be used by, any U.S. persons, or any person in any jurisdiction where the provision or use thereof would be contrary to applicable laws and regulations. A list of countries where Equities Accounts are not available can be found here. If you reside in any jurisdiction where the use of the Platform would violate and laws or regulations of the jurisdiction in which you reside, you agree to refrain from using the Platform would violate any of the laws and regulations of such jurisdiction.

    2.7

    We may view, monitor, and record activity in your Uphold Account and related to your Equities Account without notice to or permission from you. Any information obtained by monitoring, reviewing, or recording activity is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity as well as by any regulatory agency or self-regulatory body with supervisory authority over us. We may monitor or record conversations, telephone calls, SMS messages, or electronic communications that you have with our employees or agents for the purpose of verifying transactions, quality control, or for other business reasons. You waive any notice other than this provision that your communications shall or may be recorded at any time.

    2.8

    You may only create, have, administer and/or control one Equities Account. If you require a subsequent, additional Equities Account you must first get the written permission of us to do so. You may request a subsequent, additional Equities Account through our support contact form with the proposed purpose for a subsequent, additional Equities Account. We are under no obligation to approve any subsequent, additional Equities Account. If we find that you have opened, operated and/or are operating a subsequent, additional Equities Account, or more than one Equities Account at any one time without our permission we reserve all rights, including but not limited to, terminating your Equities Account, revoking your limited license to use the Platform and taking whatever other means we deem necessary to protect our users, us and the Platform.

    2.9

    In addition to any representations and warranties in the applicable User Agreement and the associated Terms and Conditions, you represent and warrant to us that the following are true:

    • You are not a U.S. citizen or “U.S. person” as defined by relevant U.S. laws, rules and regulations, i.e., you are not:

        (i) Any natural person resident in the United States;

        (ii) Any partnership or corporation organized or incorporated under the laws of the United States;

        (iii) Any estate of which any executor or administrator is a U.S. person;

        (iv) Any trust of which any trustee is a U.S. person;

        (v) Any agency or branch of a foreign entity located in the United States;

        (vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

        (vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

        (viii) Any partnership or corporation if:
          (A) Organized or incorporated under the laws of any foreign jurisdiction; and
          (B) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts.
    • All information provided by you to us from time to time is accurate, true and complete.
    • You are the only person with any interest in the Equities Account and the Equities Account is solely for your benefit and not the benefit of others.
    • You are at least 18 years of age and are of legal age under the laws of the jurisdiction where you reside and are authorized to enter into this Agreement.
    • You, nor any member of your immediate family, is an employee of (i) any exchange, (ii) any corporation of which any exchange owns a majority of the capital stock, (iii) a member of any exchange or self-regulatory organization, (iv) a member of any firm or member corporation registered on any exchange, (v) a bank, trust company, insurance company or any corporation, firm or individual engaged in the business of dealing either as a broker-dealer or as principal in securities.
    • You, nor any member of your immediate family, are registered persons of a broker-dealer.
    • You, nor any member of your immediate family, are an officer, director or 10% stockholder of any publicly traded company.
    • You are not using your Equities Account on behalf of a company, corporation, or other entity.
    • You are not a “Securities Professional.” A “Securities Professional” includes an individual who is: (i) registered or qualified with the securities agency of any jurisdiction, any securities exchange or association, or any commodities or futures contract market or association; (ii) engaged as an “investment advisor” or equivalent under relevant securities or investment laws, rules or regulations of any jurisdiction (whether or not registered or qualified under those laws, rules or regulations), or (iii) employed by a bank or other organization exempt from registration under securities laws to perform functions that would require him or her to be so registered or qualified if he or she were to perform such functions for an organization not so exempt.

    2.10

    Your use of the Platform, or any part thereof, is at your sole risk and we assume no responsibility for the underlying transaction of funds, or the actions or identity of any transfer recipient or sender. If any third party files a claim for a chargeback or we are otherwise informed of a dispute between you and another party, we are not responsible for determining the veracity of claims or resolving the dispute, including disposition of any associated value.

  • 3.
    Adding or removing funds from your equities account

    3.1

    We fund your Equities Account by transferring U.S. Dollars from your Uphold Account upon your instruction to do so. We want the Platform to be convenient, so we may allow you to fund your transaction(s) or Uphold Account using different financial instruments and/or accounts such as bank accounts, credit cards, debit cards and other payment methods.

    3.2

    If you are eligible to purchase Interests, you authorize and instruct Uphold Europe Ltd. or Uphold Worldwide Ltd., as appropriate, to transfer the funds required for the transaction from your Uphold Account to your Equities Account and Uphold International Equities to record this transaction on its internal ledger and reflect it in your Equities Account and Uphold Account, as appropriate. You may revoke this authorization at any time by terminating your Equities Account.

    3.3

    With respect to funding your transaction(s) or Equities Account using cryptocurrencies held in your Uphold Account, your cryptocurrency will first be converted into U.S. Dollars by Uphold Europe Ltd. or Uphold Worldwide Ltd., as appropriate. U.S. Dollar proceeds will then be moved to your Equities Account at Uphold International Equities, where they will be used to fund your purchase of Interests. Any failure to add value to your Equities Account from the conversion of cryptocurrency to U.S. Dollars will be returned to your account at Uphold Europe Ltd. or Uphold Worldwide Ltd., as appropriate, in U.S. Dollars and not the form of cryptocurrency you sought to convert. Uphold International Equities is not involved in the purchase, sale, execution, custody, or trading of cryptocurrencies or other digital assets, and only takes instructions regarding the transfer of funds as described in this Agreement.

    3.4

    You authorize the transfer of U.S. Dollar balances, including those received from the sale of Interests in your Equities Account at Uphold International Equities to your Uphold Account at Uphold Europe Ltd. or Uphold Worldwide Ltd., as appropriate. To remove these amounts from your Uphold Account on the Platform, you must use any fiat transfer methods that we or our affiliates may, from time-to-time, make available to you.

  • 4.
    Transacting in your equities account

    4.1

    You are responsible for reviewing all transaction confirmations, orders, executions and account statements in connection with your Equities Account promptly upon receipt. You have acknowledged and agreed to receiving all documents, including confirmations and Equities Account statements in electronic format. You are responsible for promptly notifying us in writing of any unauthorized use or unusual activity with respect to your Equities Account, which may include, but is not limited to, failure to receive accurate confirmation of a transaction, receipt of confirmation of a transaction you did not place, or the discovery of any inaccurate information relating to your Equities Account. Further, you are responsible for inputting accurate transaction information, and before entering additional orders, you are responsible for knowing the status of any orders that are pending. Unless you notify us of a discrepancy within ten (10) days after the delivery of a confirmation or Equities Account statement, it will be deemed to have been accepted by you as delivered. You agree that Uphold International Equities will not be liable to you for any losses arising in connection with your delay in reporting an error, including but not limited to, losses resulting from market fluctuations.

    4.2

    You appoint us as your agent to carry out your directions and instructions in accordance with this Agreement. You authorize us to take any action with respect to your Equities Account that we deem necessary or suitable to accomplish the purposes of this Agreement. 

    4.3

    The purchase of any Interests available on the Platform may be limited to a maximum amount set at our own discretion. You may be prohibited from purchasing additional amounts if the value of your Equities Account exceeds certain U.S. Dollar limits.

    4.4

    In the event that the system is unavailable for online transactions, you may be able to place a sell transaction by calling us at a number we may provide to you. If you call us to place any sell transaction, you authorize us to act upon your oral instructions.

    4.5

    Placing a transaction with us does not guarantee that it can be executed, and we are not responsible if a transaction cannot be executed according to your instructions. We are not responsible for unexecuted transactions due to communication failures.

    4.6

    Once you have placed a transaction, there is no guarantee that we will honor a subsequent request to cancel or modify that transaction. We are not liable to you if we do not cancel or modify a transaction placed by you or on your behalf.

    4.7

    A fiduciary is a person or entity authorized to make decisions with respect to a Equities Account on behalf of its beneficial owners. Fiduciaries include trustees, custodians under the Uniform Transfers to Minors Act and Uniform Gifts to Minors Act, conservators, guardians, executors, administrators, attorneys-in-fact and investment advisors, along with any other individual or entity who has discretion or trading authority with respect to a Equities Account. We are not responsible for determining anyone’s legal status or capacity to serve as a fiduciary. We do not review the actions or inactions of fiduciaries acting on your behalf. We are not liable for any claims, expenses or losses relating to the action or inaction of your fiduciaries.

    4.8

    All Interests in securities, assets and other property which are held in your Equities Account are subject to a lien in our favor for the payment of all trades, debit balances, margin calls or other obligations arising in connection with your Equities Account. You grant us your express legal authority to use, liquidate and/or transfer any and all Interests, assets or other property in your Equities Account as needed to satisfy any indebtedness arising in connection with your Equities Account, to the extent permitted by law.

  • 5.
    Transactions

    5.1

    You authorize us to place, withdraw, or modify transactions reflected on your Equities Account  in accordance with the instructions submitted to us by your Equities Account, or take any other such actions as we deem reasonable to carry out those instructions. You are solely responsible for transactions placed by your Equities Account. Granting access to your Equities Account or ability to submit instructions to us to any third party is done solely at your own risk.

    5.2

    All transactions placed with Uphold International Equities are equivalent to “market” orders. Uphold International Equities does not accept any other order type, including “stop” or “limit” orders.

    5.3

    Due to many factors, including changing market conditions or technical or operational limitations, we cannot guarantee that Uphold International Equities will be able to complete any subsequent request to cancel, withdraw or modify a transaction that you have placed. Uphold International Equities is not liable to you if any request to cancel, withdraw or modify a transaction is not completed as requested.

    5.4

    You understand that Uphold International Equities may, for any reason and at any time in its sole discretion, change the list of Interests which you may purchase or sell through the Platform without any prior notice to you. You understand that in the event an Interest in your Equities Account is no longer offered through the Platform, you may need to liquidate and/or transfer your Interest in such security.

    5.5

    It is your obligation to pay for all Interests in securities ordered for purchase by your Equities Account immediately or on demand. We may, in our discretion, require full payment in cleared funds prior to accepting any order. If you do not have sufficient funds in your Uphold Account or Equities Account to pay for any order to purchase Interests, such order may be rejected. If you do not provide sufficient funds to cover a purchase of an Interest, we may, in our sole discretion and without notice to you, (i) pull funds from Uphold Account; or (ii) liquidate any assets in your Equities Account to cover the purchase price of such Interests.

    5.6

    You may only sell those Interests that are owned by you and held in your Equities Account at the time of sale, and we will only accept transaction orders to sell Interests if you hold such Interests in your Equities Account.

    5.7

    Settlement of funds for transactions typically takes two (2) business days or more. Prior to settlement of funds for a transaction you may be limited from accessing funds (in the case of a sale transaction) or selling any purchased Interests (in the case of a buy transaction) until the transaction has fully cleared and the respective funds have settled.  Uphold International Equities may arrange for funds to be provided to you for immediate use in advance of fund settlement. Any such funds provided in advance are not proceeds from the sales of Interests. Uphold International Equities. may suspend or cease providing such advance funds at any time in its sole discretion and without notice.

    5.8

    We may correct any errors that arise in your Equities Account without prior notice to you, including debiting your Equities Account for any amounts or positions incorrectly existing therein and correcting errors with respect to Equities Account holdings or balances. We may take these actions even if they result in a negative balance in your Equities Account. You must promptly notify and return to Uphold International Equities any assets erroneously distributed to you. In the event that you sell an Interest prior to its ex-dividend/distribution date, and you receive the related cash/stock dividend or distribution in error, you authorize and direct Uphold International Equities. on your behalf to recoup such dividend/distribution from your Equities Account.

    5.9

    We do not offer after-hours trading for listed Interests unless otherwise indicated. If you place an order in your Equities Account during hours when applicable U.S. stock markets and exchanges are not open for trading, the transaction will not be processed.

    5.10

    We are not obligated to notify you of any upcoming expiration, voting, or other dates or deadlines with respect to rights of holders of securities in which you hold an Interest or to take any other action on your behalf, except as required by applicable law. Uphold International Equities may, but is not responsible to, arrange for delivery of corporate notices to you for Interests held in your Equities Account, but it is your responsibility to review such notices. We are not liable for any losses or damages related to any failure to provide such notices or your action or inaction with respect to any rights afforded to any securities in which you hold an Interest in your Equities Account.

  • 6.
    Fractional interests

    6.1

    Uphold International Equities allows you to purchase Interests in certain securities in dollar amounts rather than share quantities and you understand that you may receive an Interest in fractional amounts as a result of any transaction. Trading in fractional interests has unique risks and limitations, and you acknowledge that you understand these prior to investing through the Platform.

    6.2

    We may round the amount of fractional Interests in a transaction, which may affect your purchase of a fixed dollar amount order. Rounding may also affect your ability to be credited for cash dividends, stock dividends and stock splits, as you will not receive dividends in denominations under one cent. 

  • 7.
    Fees

    7.1

    You have a duty to us to pay for all trades, debit balances, or other obligations owing in your Equities Account, and must pay any Equities Account balance owed to us on demand. You have a duty to pay all applicable fees, commissions, taxes and other charges, including late fees that apply to the Platform we provide to you.

    7.2

    We may charge your Equities Account for trade charges, brokerage commissions, mark-ups and other fees (the “Fees”). Applicable Fees are listed here. The Fees, taxes and other charges associated with your Equities Account may change without notice, and you will be bound by such changes. If any Equities Account carries a negative balance, you must pay a reasonable rate of interest determined by us on the principal amount. If you fail to make a payment on time, you must pay a reasonable late fee determined by us. 

    7.3

    We may deduct all Fees, charges, expenses, disbursements and taxes as described above directly from your Equities Account. You grant Uphold International Equities express legal authority to use, liquidate or transfer any and all Interests, assets or other property in your Equities Account as needed to satisfy any amounts owed by you arising in connection with your Equities Account, to the extent permitted by law.

    7.4

    Any transaction on the Platform involving a conversion, transfer or exchange of one form of Value or Interest to another or from a form of Value or Interest to or from an external account is subject to a “spread” for the given transaction. The price of the relevant Value or Interest as displayed on the Platform on the “Transact” page includes this spread. If you are funding your Equities Account via your Uphold Account with a form of Value other than U.S. Dollars, the price displayed in terms of the originating Value for the transaction is what your Uphold Account will be debited, and the amount displayed in U.S. Dollars is what your Equities Account will be credited. Any amounts displayed on the “Transact” page in an asset other than the Value being transferred from or to is for informational purposes only. You acknowledge that because the price of an asset on the Platform includes a margin or “spread” between the price quoted to you and the price at which Uphold may execute any underlying transaction, the quoted buy price may not be the same as the sell price at any given time. You agree, as a condition of using the Platform, to accept the price displayed and offered to you on the Platform as the sole conversion metric. You have no obligation to accept the offered buy or sell price for Value or Interests on the Platform. Uphold may change the spread in its sole discretion. Notwithstanding the foregoing, Uphold Europe Ltd. or Uphold Worldwide Ltd., as appropriate, may charge a fee for adding and removing Value to cover applicable bank, wire or other fees when adding funds to your Equities Account at your instruction. We will display applicable fees for adding or removing Value prior to you completing the transaction. We will not process a transaction if the fee exceeds the value of your transaction. In addition, your bank or card issuer may charge fees for a given transaction. We will display applicable fees for adding or removing Value or Interests prior to you completing the transaction. Current fees are located here.

    7.5

    The fees posted on our Platform may not apply to certain high volume and/or institutional or business customers who we require to execute a separate agreement.

  • 8.
    Market data and quotes

    8.1

    Prices listed on the Platform for Interests are based on proprietary pricing algorithms developed by Uphold International Equities, not necessarily on market data received from applicable exchanges, and are not necessarily reflective of actual last sale information or quotation information relating to securities listed on the relevant exchanges. You understand, acknowledge and agree that prices listed on the Platform include a “spread”, and may not be the best available price for such securities.

    8.2

    Pricing information provided is for informational purposes only. Price quotes may be delayed fifteen (15) minutes or longer. Uphold International Equities does not guarantee the timeliness, accuracy, completeness, reliability, or content of such information or of other market information or messages disseminated to or by any party. Uphold International Equities does not warrant that the pricing information will be uninterrupted or error-free. Uphold International Equities, in its sole discretion and without notice, may suspend or stop providing any category of information.

  • 9.
    Complaints

    9.1

    Complaints related to your Equities Account should be directed to support@uphold.com.

  • 10.
    Disputes

    10.1

    This Agreement contains a pre-dispute arbitration clause. The parties agree as follows:

    • 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.
    • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
    • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
    • 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.
    • The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
    • 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.

    10.2

    Any controversy or claim arising out of or relating to this Agreement, any other agreement between you and us, any Equities Account established hereunder, any transaction therein, shall be settled by arbitration in accordance with the Seychelles Commercial Code Act. You agree to arbitrate any controversy or claim in the Seychelles.

    10.3

    This agreement to arbitrate constitutes a waiver of the right to seek a judicial forum unless such a waiver would be void under applicable law.

    10.4

    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; or (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.

  • 11.
    Other matters

    11.1

    Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement shall not be construed to waive rights that cannot be waived under applicable consumer protection laws or regulations.

    11.2

    Unless otherwise agreed in writing, this Agreement sets forth the entire understanding and agreement between you and us as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and of every nature between and among you and us.

    11.3

    This Agreement, and any rights, obligations and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without notice or restriction, including without limitation to any of our affiliates, parents or subsidiaries, or to any successor in interest. Any attempted transfer or assignment in violation hereof shall be null and void except that, subject to the limits herein, our agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

    11.4

    If any provision of this Agreement is held by a court to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and any such finding shall not affect the enforceability of any other provision.

    11.5

    Provisions herein related to suspension, termination, cancellation, debts, general use of the Platform, fees, disputes, your liability, indemnity and general provisions shall survive any termination of this Agreement.

    11.6

    Any translation or summary of the Platform, this Agreement and/or policies is provided solely as a convenience and is not intended to modify the Platform, this Agreement, and/or any policies. You agree that the English version of the Platform, this Agreement and policies will control in the event of any conflict between the English versions of the Platform, this Agreement and/or policies and any translated versions of the same.

    11.7

    You agree that the laws of the Seychelles, without regard to principles of conflict of laws, govern this Agreement and any claim or dispute between you and us. You consent and submit to the exclusive jurisdiction of the courts located in the Seychelles in connection with any dispute or controversy arising under or related to this Agreement or the subject matter hereof.