To: SogoTrade, Inc ("SogoTrade, Inc" or "you") and SogoTrade, Inc.:
I represent and agree as follows with respect to my account(s) with you.
- I am of legal age and unless specifically disclosed to you, no one except me has any interest in my account(s).
- All transactions for my account(s) shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market where executed, as well as to any applicable federal or state laws, rules and regulations.
- I have instructed SogoTrade, as my agent and attorney-in-fact, to open my account(s) with you. I have appointed SogoTrade my agent and attorney-in-fact to act for and on behalf of me with respect to all matters relating to my account(s) with you, including placing purchase and sale orders and, if applicable, delivering margin and option instructions. I understand that SogoTrade is not acting as your agent with respect to my account(s). You shall not be responsible or liable for any acts or omissions of SogoTrade or its employees or agents and I will not hold or attempt to hold you liable for any trading losses.
- I acknowledge that no fiduciary relationship exists between us. I understand you do not provide investment advice, including advice with respect to the suitability of any transaction, or legal, tax or accounting advice and that your employees are not authorized to give any such advice. I will not solicit or rely upon any such advice from you or your employees.
- Communications, including confirmations and statements, may be sent to me at the address I have provided or at such other address as I may subsequently provide you and SogoTrade in writing. All communications so sent shall be deemed to have been given to me personally, whether actually received by me, and I agree to hold you harmless with respect to any losses, costs or expense arising from the delivery or receipt of any such communications.
- Any and all securities and all other property of whatsoever kind belonging to me or in which I may have an interest held by you or carried for my account(s) shall be subject to a general lien for the discharge of my obligations to you, however arising and without regard to whether you have made advances with respect to such property, and without notice to me and may be pledged, re-pledged, hypothecated or re-hypothecated, separately or in common with other securities or any other property, for the sum due to you thereon or for a greater sum and without retaining in your possession and control for delivery a like amount of similar securities or other property also without notice to me.
- You are authorized, whenever in your discretion you consider it necessary for your protection and/or in the event I die or am incapacitated, pursuant to a petition in bankruptcy or for the appointment of a receiver is filed by or against me, an attachment is levied against my account(s) or pursuant to any order of any exchange, and without notice to me to: a) sell any and all securities and all other property of whatsoever kind belonging to me or in which I may have an interest held by you or carried for my account(s); b) borrow or buy in any securities required to make delivery against any sale effected for me; c) cancel any or all outstanding orders or commitments for my account(s); d) close my account(s); and/or e) apply or transfer any and all securities and all other property of whatsoever kind belonging to me or in which I may have an interest held by you or carried for my account(s), interchangeably between any of my account(s) or account(s) guaranteed by me. Such sales, purchases or cancellations may be made according to your judgment and at your discretion and may be public or private and without advertising and notice to me and in such manner as you may in your discretion determine and you may purchase the property free from any right of redemption and I shall be liable for any deficiency. Any notice, tender or demand given or received shall not constitute a waiver of this provision.
- I am liable for payment upon demand of any debit balance or other obligation owed in my account(s) or any deficiencies following a whole or partial liquidation, and I agree to satisfy any such demand or obligation. I agree to reimburse you for all reasonable costs and expenses incurred in the collection of any debit balance or unpaid deficiency in my account(s) including, but not limited to, interest, attorneys' fees and costs.
- You shall not be liable for loss or delay caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading or other conditions beyond your control, including volatility and trading volumes.
- No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor a continuing waiver of the provision or provisions so waived.
- I understand that no provision of this Agreement can be amended or waived except by a writing signed by an officer of SogoTrade, Inc., and that this Agreement shall continue in force until its termination by me is acknowledged in writing by an officer of SogoTrade, Inc., or until written notice of termination by you shall have been mailed to me at my address last given you.
- If any provision hereof is or at any time should become inconsistent with any present or future law, rule or regulation of any securities exchange, or of any sovereign government or a regulatory body thereof and if these bodies have jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be superseded or modified to conform to such law, rule or regulation, but in all other respects this Agreement shall continue and remain in full force and effect.
- If this is a joint account, unless all account holders notify you otherwise and provide such documentation as you may require, the account shall be held jointly with rights of survivorship (payable to survivor(s) of us). Each joint tenant irrevocably appoints the other(s) as attorney(s)-in-fact to take all action on his or her behalf and to represent him or her in all respects. You shall be fully protected in acting on the instructions of any of us and each of us shall be liable, jointly and individually, for any amounts due to you, whether incurred by one or all of us.
- I understand you will disclose my name and address to issuers of securities held in my account(s) so that I can receive information from the issuer. If I do not consent to such disclosure, I will notify you and SogoTrade in writing.
- I agree and consent to the electronic recording of telephone conversations with me.
- Reports of the execution of orders and statements of my account(s) shall be conclusive if not objected to in writing within three days and ten days, respectively, after transmittal to me by mail, electronic form or otherwise.
- This Agreement shall inure to the benefit of your successors and assigns, shall be binding on me, my heirs, executors, administrators and assigns.
- AGREEMENT TO ARBITRATE ALL CONTROVERSIES
ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
I agree, and by carrying my account(s) you agree, that all controversies that may arise between us, including but not limited to those involving any transaction or the construction, performance, or breach of this or any other agreement between us, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration before the Financial Industry Regulatory Authority, Inc. ("FINRA"), and in accordance with its rules then in force. Judgment upon the award of arbitrators may be entered in any court, state or federal, having jurisdiction. It is further agreed that the parties to this Agreement shall not 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.
SogoTrade, Inc. - Rev. 10/2005