Corporate/LLC Account Agreement

Policy & Disclosures

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Corporate/LLC Account Agreement

In consideration of Velocity Futures, LLC.'s ("Firm") acting as broker for the purpose of effecting transactions in domestic and foreign futures contracts or options on domestic and foreign futures contracts (hereinafter collectively referred to as "Contracts") for the customer listed on the signature page attached hereto ("Customer"), Firm and Customer agree as follows (the "Agreement"):

Authorization to Trade
Firm is authorized to purchase and sell futures contracts and options on futures contracts for Customer's account in accordance with Customer's oral or written instructions. Unless instructed by Customer to the contrary in writing, Firm is authorized to execute all orders on such recognized contract markets as Firm deems appropriate. Customer agrees that Customer is fully responsible for making all final decisions as to transactions effected for Customer's account. Customer is aware of and is willing and able to assume the substantial financial risks of trading futures contracts and/or options on futures contracts.
Applicable Rules and Regulations
Any and all transactions effected hereunder shall be subject to (i) the Commodity Exchange Act, as amended (the "CEA"), and all rules, regulations and interpretations promulgated thereunder, (ii) the constitution, by-laws, rules, interpretations and customs of any applicable exchange or contract market and its clearing organization, if any (each of which is referred to as an "Exchange"), (iii) any other applicable federal, state and foreign laws, and (iv) the regulations of all applicable federal, state, foreign and self-regulatory agencies (collectively, "Applicable Law"). All transactions also shall be subject to Firm's procedures and policies, in effect from time to time, with respect to the operation and maintenance of Customer accounts.
Margin
Customer shall provide to and maintain with Firm margin in such amounts and in such form as Firm, in its sole discretion, from time to time may determine. Such margin requirements established by Firm may exceed the margin required of Firm by an exchange. Firm may change margin requirements in its sole discretion at any time. If Firm determines that additional margin is required, Customer agrees to deposit with Firm such additional margin when and as required and demanded by Firm, and will promptly meet all margin calls in such manner as Firm shall designate in its sole discretion. Notwithstanding any demand for additional margin, Firm at any time may proceed to liquidate the positions in Customer's account if Firm, in its sole discretion, deems such action necessary for its protection, and any failure to proceed shall not be deemed a waiver of any rights by Firm. Firm shall not be liable to Customer for the loss of any margin deposits that is the direct or indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any bank, another clearing broker, exchange, clearing organization, or similar entity.
Commissions and Fees
Customer agrees to pay such commission rates as Firm may from time to time charge, as well as all other costs and fees (including, without limitation, fees imposed by the National Futures Association, exchanges or other regulatory of self-regulatory organizations) arising out of Firm's provision of services hereunder. Firm may change its commissions, charges and/or fees without notice. Customer agrees to pay all such charges as they are incurred. Customer hereby authorizes Firm to withdraw the amount of any such charges from Customer's account. In the event Customer instructs Firm to transfer open positions, funds and/or property from Customer's account to another futures commission merchant, Customer agrees to pay a transfer fee in an amount designated by Firm.
Collateral
All funds, securities, futures contracts, option contracts and other property of Customer that Firm may at any time be carrying for Customer (either individually, jointly with others, or as a guarantor of the account of any other person), or which may at any time be in Firm's possession or control or carried on Firm's books for any purpose, including safekeeping, are to be held by Firm as security and subject to a general lien and right of setoff against liabilities of Customer to Firm whether or not Firm has made advances in connection with such property. Customer hereby grants to Firm the right to pledge, re-pledge, hypothecate, sell or purchase, invest or loan, either separately or with the property or other customers, to itself or to others, any property of Customer held by Firm as margin or collateral. Firm shall at no time be required to deliver to Customer the identical property delivered to or purchased by Firm for Customer's account. The rights of Firm are subject to the applicable requirements for the segregation of customer funds and property under the CEA.
Delivery and Exercise Instructions
(a) Prior to the last trading day in the case of positions in open futures and options, or at such earlier time as Firm may reasonably require, Customer agrees to give Firm instructions either to liquidate or to make or take delivery under such futures contracts, or to liquidate, exercise or allow the expiration of such options. Customer shall furnish Firm with sufficient funds to take delivery pursuant to, or to exercise and provide initial margin for, any such Contract and/or deliver to Firm any documents or property required to be delivered by Customer under any such Contract at such time and in such manner as may be required by Firm.

(b) Customer understands that some exchanges and clearing houses have established cut-off times for the tender of exercise instructions and that an option will become worthless if instructions are not delivered before such expiration time. Customer also understands that certain exchanges and clearing houses automatically will exercise some "in-the-money" options unless instructed otherwise. Customer acknowledges full responsibility for taking action either to exercise or to prevent the exercise of an option contract, as the case may be. Firm is not required to take any action with respect to an option contract, including without limitation any action to exercise a valuable option prior to its expiration date or to prevent the automatic exercise of an option, except upon Customer's express instructions. Customer further understands that Firm has established exercise cut-off times that may be different from the times established by exchanges and clearing houses.

(c) Customer also understands that (i) all short option positions are subject to assignment at any time, including positions established on the same day that exercises are assigned, and (ii) exercise assignment notices are allocated randomly from among all Firm customers' short options positions that are subject to exercise. A more detailed description of Firm's allocation procedure is available upon request.
Floor Brokers and Clearing Brokers
Firm, for and on behalf of Customer, may in its sole discretion select unaffiliated executing brokers or floor brokers to effect transactions on Customer's behalf. Further, on exchanges where Firm is not a clearing member, Firm may utilize affiliated or unaffiliated clearing brokers to clear trades on Customer's behalf.
Foreign Exchange Risk
In the event that Customer enters into any Contract on an Exchange on which such transactions are effected in a foreign currency, Customer acknowledges and agrees that (a) any profit or loss resulting from such transactions may be affected by fluctuations in the exchange rate for such currency and any such profit or loss shall be for Customer's account and risk; and (b) unless another currency is designated in the confirmation for such transaction, all margin deposits for such Contract and any debt or credit made in Customer's account(s) as a result of liquidating such Contract shall be in United States dollars at a rate of exchange determined by Firm in a commercially reasonable manner based upon the then prevailing money market rates of exchange for such foreign currency. Unless Customer instructs Firm otherwise, monies Customer deposits with Firm in currency other than U.S. dollars and unrealized profits in currency other than U.S. dollars are not intended to margin, guarantee or secure transactions on United States contract markets.
Indemnification and Limitation of Liability
(a) CUSTOMER AGREES TO INDEMNIFY FIRM AND HOLD FIRM HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY FIRM BECAUSE ANY OF THE CUSTOMER’S REPRESENTATIONS AND WARRANTIES ARE OR WERE NOT TRUE AND CORRECT OR THE AGREEMENTS MADE HEREIN BY CUSTOMER ARE NOT FULLY AND TIMELY PERFORMED. CUSTOMER ALSO AGREES TO PAY PROMPTLY TO FIRM ALL DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY FIRM IN THE ENFORCEMENT OF ANY OF THE PROVISIONS OF THIS AGREEMENT. (b) FIRM SHALL NOT BE LIABLE FOR, AND CUSTOMER SHALL INDEMNIFY FIRM AND HOLD IT HARMLESS FROM, ANY LOSS, LIABILITY, EXPENSE, FINE OR TAX INCURRED IN CONNECTION WITH CUSTOMER’S ACCOUNT(S) AND/OR ANY TRANSACTIONS EFFECTED THEREUNDER DIRECTLY OR INDIRECTLY BY ANY EVENTS BEYOND FIRM'S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION ANY (I) GOVERNMENTAL, JUDICIAL, EXCHANGE OR OTHER SELF¬REGULATORY ORGANIZATION ACTION OR ORDER, (II) SUSPENSION OR TERMINATION OF TRADING, (III) BREAKDOWN OR FAILURE OF TRANSMISSION OR COMMUNICATION FACILITIES, (IV) FAILURE OR DELAY BY ANY EXCHANGE TO ENFORCE ITS RULES OR TO PAY OR RETURN ANY AMOUNTS OWED TO FIRM WITH RESPECT TO ANY CONTRACTS EFFECTED ON BEHALF OF CUSTOMER'S ACCOUNTS OR (V) STRIKES, WAR OR ACTS OF TERRORISM. IN NO EVENT SHALL FIRM BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES.
Trading Recommendations
Customer acknowledges and agrees that (a) it retains full responsibility for all trading decisions with regard to Customer's account and Firm is responsible only for the execution, clearing, and carrying of transactions in such account, (b) Firm has no responsibilities or obligations regarding any conduct, action, omission, representation or statement of any introducing firm, commodity trading advisor or other third party in connection with Customer's account or any transaction therein, (c) any advice provided by Firm with respect to any Contract is incidental to its business as a futures commission merchant and such advice shall not serve as the primary basis for any decision by or on behalf of Customer in respect of any Contract, (d) Firm makes no representation as to the reliability, accuracy or completeness of such advice or any information on which it is based, and (e) Firm and its directors, officers, employees and agents may take or hold positions in, or advise other customers with respect to, Contracts that are the subject of advice furnished by Firm to Customer, and such positions or advice may be inconsistent with any advice to Customer. Firm makes no representation, warranty, or guaranty with respect to tax consequences of Customer's transactions.
Position Limits
Firm shall have the right to limit the size of open positions (net or gross) that Customer may carry with Firm at any time, to require Customer to reduce open positions carried with Firm and to refuse acceptance of orders to establish new positions whether or not such refusal, reduction or limitation is required by applicable law. Customer will not knowingly, either alone or in concert with others, allow its open position with Firm and other brokers to exceed any position or exercise limit of any applicable domestic or foreign contract market with respect to any Contract unless Customer has obtained an exemption from such limit and has provided Firm with a copy thereof. When required pursuant to the rules of any such contract market, Customer will file an application with such contract market requesting authorization for Customer to exceed any such position limit. If the rules of the relevant contract market require Firm to apply for the increased position, Firm, in its sole discretion, may make such application if requested to do so by Customer provided that Customer has provided Firm with relevant information necessary to file such application. Customer represents and warrants that such information will be accurate and complete. Customer will promptly advise Firm if it is required to file reports of its positions with the Commodity Futures Trading Commission ("CFTC") or any other similar domestic or foreign regulatory authority.
Conclusiveness of Confirmations and Statements
Oral reports of the execution of orders and written confirmations, and statements of account rendered by Firm to Customer shall be conclusive and final unless Customer notifies Firm to the contrary in writing. Such notice shall be given by Customer (a) in the case of an oral report, at the time the report of execution is given to Customer; (b) in the case of a written confirmation, within two business days after the confirmation was sent; and (c) in the case of a statement of account, within five business days after the statement was sent.
Communications
Reports, statements, notices and any other communications may be transmitted to Customer at the address given in the Account Application, or to such other address as Customer may from time to time designate in writing. All communications so sent, whether by mail, fax, air courier, messenger, email, internet access, or otherwise, shall be deemed transmitted when deposited in the United States mail, or when received by a transmitting agent, and deemed delivered to Customer, whether actually received by Customer or not.
Termination; Modification
No provision of this Agreement may be waived or amended unless the waiver or amendment is in writing and signed by an authorized officer of Firm. No waiver or amendment of this Agreement shall be implied from any course of dealing between the parties or from any failure by Firm or its agents to assert its rights under this Agreement on any occasion or series of occasions. No oral agreements or instructions contrary to the terms of this agreement shall be recognized or enforceable. This Agreement shall continue in effect until terminated and may be terminated by Customer at any time when Customer has no positions and no liabilities held by or owed to Firm or at any time whatsoeverby Firm; provided, however, that any such termination shall not affect any transactions theretofore entered into prior to termination and shall not relieve either party of any obligations in connection with any debit or credit balance or other liability or obligation incurred prior to such termination.
Liquidation
In the event of (a) the death or judicial declaration of incompetency of Customer, (b) the filing of a petition in bankruptcy, or a petition for the appointment of a receiver, by or against Customer, or any one of the Customers if this is a joint account, (c) the filing of an attachment against any of Customer's accounts carried by Firm, (d) insufficient margin as determined by Firm in its sole discretion, or Firm's determination that any collateral deposited to protect one or more accounts of Customer is inadequate, regardless of current market quotations, to secure the account, or (e) any other circumstances or developments that Firm deems to require action necessary for its protection, Firm is hereby authorized, according to its judgment and in its sole discretion, to take one or more or any portion of the following actions: (1) satisfy any obligation Customer may have to Firm, either directly or by way of guaranty or suretyship, out of any of Customer's funds or property in the custody or control of Firm; (2) sell any or all futures contracts, commodities, or securities held or carried for Customer or purchase any or all futures contracts, commodities or securities held or carried as a short position for Customer; and (3) cancel any or all outstanding orders, contracts, or any other commitments made on behalf of Customer. Any of the above actions may be taken without demand for margin or additional margin, without prior notice of sale or purchase or other notice or advertisement to Customer or its assigns,personal representatives, agents, heirs, executors, administrators or legatees, and regardless of whether the ownership interest shall be solely Customer's or held jointly with others. In liquidating Customer's long or short position, Firm, in its sole discretion may sell or purchase in the same contract month or initiate new long or short positions in order to establish a spread or straddle that in Firm's judgment may be necessary or advisable to protect existing positions in Customer's account. Any sales or purchases hereunder may be made according to Firm's judgment and at its discretion on any exchange or other market where such business is then usually transacted or at public auction or at private sale, and Firm may purchase the whole or any part thereof free from any right of redemption. It is understood that, in all cases, a prior demand, call, or notice of the time and place of a sale or purchase shall not be considered a waiver of Firm's right to sell or buy without demand or notice as herein provided. Customer at all times shall be liable for the payment of any debit balance upon demand by Firm, and shall be liable for any deficiency remaining in Customer's account(s) in the event of the liquidation thereof in whole or in part by Firm or by Customer. In the event the proceeds realized pursuant to this authorization are insufficient for the payment of all liabilities of Customer due to Firm, Customer promptly shall pay, upon demand, the deficit and all unpaid liabilities, together with interest thereon and all costs of collection including reasonable attorneys' fees. Customer agrees to pay all expenses, including attorneys' fees, incurred by Firm to collect any debit balances in Customer's account or to defend against any claim or suit Customer may bring against Firm in which firm prevails.
Customer Representations
Customer represents that the information contained in the Account Application is true, correct, and not misleading in any respect, and agrees that it will promptly notify Firm in writing if any of the information or representations contained in the Account Application materially changes or ceases to be true and correct in any material respect. Customer and the representative of Customer signing this application further represents that such representative is of legal age, of sound mind, dully empowered to sign on behalf of Customer, and that, except as disclosed in writing to Firm, no one except Customer has an interest in any account or accounts carried for Customer by Firm. Customer further represents that it is not itself an exchange, a corporation in which any exchange owns a majority of the capital stock, any member of any exchange, any firm registered on any exchange, a futures commission merchant, a introducing broker, or any bank, trust, or insurance company. In the event that Customer at any time becomes such a member, firm, merchant, broker, bank, trust or insurance company, it will promptly notify Firm in writing of such change of status. Customer further represents that it has full power and authority to enter into this Agreement and to engage in transactions in futures contracts of the kind contemplated herein and that execution of this Agreement, performance of duties hereunder, and the trading of futures contracts by Customer are not prohibited by any law, rule, regulation, agreement or otherwise.
Separability
If any provision of this Agreement is or at any time becomes inconsistent with any present or future federal, state or foreign law, or any rule or regulation of any foreign or domestic exchange or other contract market, self-regulatory organization, domestic or foreign sovereign government or regulatory body thereof, and if any of these authorities have jurisdiction over the subject matter of this Agreement, the inconsistent 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.
Governing Law; Jurisdiction
(a) This Agreement is made under and shall be governed by the law of the State of Illinois (without reference to choice of law doctrine) in all respects, including construction, validity, performance and enforcement.

(b) Each party agrees that any civil action, arbitration or other legal proceeding between Firm or its employees or associated persons, on one hand, and Customer, on the other hand, arising out of or relating to this Agreement or Customer's account shall be brought, heard and resolved only by a tribunal located in Chicago, Illinois, and Customer hereby waives the right to have such proceeding transferred to any other location. In addition, Customer hereby waives trial by jury in any such action or proceeding. No action, regardless of form, arising out of or relating to this Agreement or transactions hereunder may be brought by Customer more than one year after the cause of action arose; provided, however, that any action brought under the provisions of Section 14 of the Commodity Exchange Act may be brought at any time within two years after the cause of action accrues. Customer hereby submits and consents to personal jurisdiction in any state or federal court in Chicago, Illinois and appoints and designates Firm (or any other party whom Firm may from time to time hereinafter designate) as Customer's true and lawful attorney-in-fact and duly authorized agent for service of legal process, and agrees that service of such process upon Firm or such other party shall constitute personal service of such process upon Customer; provided, that Firm or such other party shall, within five days after receipt of any such process, forward the same by air courier or by certified or registered mail, together with all papers affixed thereto, to Customer at Customer's last known mailing address.
Successors; Binding Effect; Assignment
This Agreement supersedes and replaces any and all prior futures and options customer account agreements between Firm and Customer. This Agreement shall inure to the benefit of and be binding on each of the parties and their respective permitted successors and assigns. This Agreement and the obligations of Customer hereunder may not be assigned or delegated by Customer without prior written consent of Firm and any purported assignment or delegation without such consent shall be void. Customer hereby ratifies all transactions with Firm effected prior to the date of this Agreement and agrees that the rights and obligations of Customer in respect thereto shall be governed by the terms of this Agreement.
Consent to Cross Transactions
This consent is provided in order to comply with exchange rules regarding cross trade procedures and the execution of trades in which a floor broker or brokerage firm may be directly or indirectly involved as a principal to a transaction on any exchange that, from time to time, adopts rules requiring customer consent for these transactions. Customer hereby consents that Firm, its agents, and floor brokers handling Firm orders, may, without prior notice, execute Customer's orders in which Firm, its directors, officers, employees, agents, or the floor broker, may directly or indirectly, become the buyer to Customer's sell order or the seller to Customer's buy order, provided that such executions are made in accordance with exchange rules and any applicable provisions of the CEA or regulations of the Commodity Futures Trading Commission. This consent shall be continuous and remain in effect until revoked in writing by Customer.
Joint Account Provisions
(a) If this account is held by more than one person, all of the joint holders are jointly and severally liable to Firm for any and all obligations arising out of transactions in the account and agree to be bound by all terms and conditions of this Agreement. Firm is authorized to accept instructions and to send confirmations to any one of the joint owners, and the Customer hereby further appoints any and all of said joint owners as Customer's agent for receipt of confirmations and hereby waives any right to receive confirmations otherwise. Any one or more of the joint owners shall have full authority for the account and risk in the name of the joint account.

(b) If this account is a joint account, in the event of the death of any of the Customers, the survivor(s) shall immediately give Firm written notice thereof, and Firm, before or after receiving such notice, may take such action, institute such proceedings, require such papers, retain such portion of the account, and restrict transactions in the account as Firm may deem advisable to protect Firm against any tax, liability, penalty, or loss under any present or future laws or otherwise. The estate(s) of any of the Customers who shall have died shall be liable, and the survivor(s) shall continue to be liable, to Firm for any debit balance or loss in the account in any way resulting from the completion of transactions initiated prior to the receipt by Firm of the written notice of the death of the decedent, or incurred in the liquidation of the account, or the adjustment of the interests of the respective parties.

(c) If this account is held by tenants in common, then, in the event that the account is closed or upon receipt of a certified document evidencing death or legal incapacity of any tenant, the account shall be divided in equal shares unless Firm is otherwise given a written notice, signed by all tenants in common, of the amounts to be distributed to the individual tenants in common.

(d) If this account is held by the parties as joint tenants with rights of survivorship, then, upon receipt of a certified document evidencing death or legal incapacity of one of the parties, the remaining party or parties shall continue this account in their name as sole or joint owners (as the case may be) with all the terms and conditions of said account continuing in full force and effect.
Partnership Dissolution
Where Customer is a partnership, in the event of the dissolution or the termination of the Customer or the dissolution, termination or withdrawal of a general partner of the Customer by death, retirement, or for any other reason, the remaining partners immediately shall give Velocity Futures, LLC. written notice of such event, and Velocity Futures, LLC. may, before or after receiving such notice, close the account(s) of Customer and proceed in accordance with Section 15 above and take such action, institute such proceeding, require such papers, retain such portion of the account(s) or restrict transactions in the account(s) as Velocity Futures, LLC. may deem advisable to protect Velocity Futures, LLC. against any liability, tax, or penalty under any present or future laws or otherwise. The estate of any of the general partners who shall have died shall be liable, and each survivor shall continue to be liable to Velocity Futures, LLC. for any debit balance or loss in said account(s) resulting from the completion of transactions initiated prior to receipt by Velocity Futures, LLC. of such written notice or incurred in the liquidation of the account(s) or the adjustment of the interests of the respective parties.
Agent Not Principal
Customer understands that Firm acts as agent and not as principal for Customer's commodity futures and commodity options transactions that are effected on exchanges. Consequently, Firm does not guarantee the performance of the obligations of any party to the futures or options contracts purchased and/or sold by Customer.
Tape-Recording
Customer acknowledges and agrees that Firm may tape-record any and all telephone calls from or to Customer concerning Customer's account and that such tape-recording may be done in the regular course of business without further notice to Customer. Customer hereby agrees and consents to such recording and waives any right Customer may have to object to the admissibility in evidence of such recording in any legal proceeding between Customer and Firm or in any other proceeding to which Firm is a party or in which Firm's records are subpoenaed or ordered to be produced or divulged.
Arbitration Agreement (Optional - Appendix A)
If Customer agrees to submit any disputes with Firm to binding arbitration, Customer should sign the Arbitration Agreement attached hereto as Appendix A.
Electronic Delivery of Confirmations and Statements (Optional - Appendix B)
If Customer consents to having all confirmations and statements from Firm delivered to it by electronic media (e.g., e-mail or facsimile) rather than by means of hard copy mailing, Customer should sign the Consent attached hereto as Appendix B.
Electronic Trading Agreement
THIS AGREEMENT SHALL APPLY TO ALL STATEMENT REVIEWS; INTERNET TRADING AND ELECTRONIC ORDER ENTRY AND REPORTS; MARKET, TRADING AND GENERAL INFORMATION INCLUDING QUOTES, CHARTS, NEWS, AND SYSTEM INFORMATION; ALL CLEARING AND BACK OFFICE FUNCTIONS AND SERVICES; ALL SOFTWARE PROVIDED BY FIRM TO CUSTOMER ("SOFTWARE"); THE FIRM WEB SITE; AND ANY OTHER SERVICES THAT MAY BE ADDED FROM TIME TO TIME (COLLECTIVELY REFERRED TO HEREIN AS "THE SYSTEM"). ALL LIMITATIONS OF LIABILITY AND DISCLAIMERS CONTAINED HEREIN SHALL APPLY TO THE SYSTEM REGARDLESS OF WHETHER OR NOT THE SYSTEM, OR ANY PART THEREOF, WAS DEVELOPED OR IS SERVICED OR SUPPORTED BY FIRM. USE OF THE SYSTEM, OR CUSTOMER'S SIGNED ACKNOWLEDGEMENT, INDICATES CUSTOMER'S UNQUALIFIED ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT. FIRM IS WILLING TO PROVIDE THE SYSTEM TO CUSTOMER ONLY IF CUSTOMER AGREES TO BE BOUND BY THE FOLLOWING TERMS.

(a) Some of the information available on the System will be provided by Firm, and some will be provided by various independent sources ("Information Providers"). Customer acknowledges that the accuracy, completeness, timeliness, and correct sequencing of the information concerning Customer's trading and account activity, the quotes, market and trading news, charts, trading analysis and strategies, and other information that may be added from time to time (collectively referred to as the "Information"), is not guaranteed by either Firm or the Information Providers. Customer agrees that in no event shall Firm, any of its affiliates, or the Information Providers have any liability for the accuracy, completeness, timeliness or correct sequencing of the Information, or for any decision made or taken by Customer in reliance upon the Information or the System, or for any interruption of any Information provided by the System, or for any aspect of the System. In addition, some of the Information may be supplied by futures exchanges through Information Providers, and this material is for informational purposes only. The exchanges do not represent that the Information selected for display is comprehensive, complete, certified or accurate; do not intend to, and do not, in any country, directly or indirectly, solicit business or offer any contract to any person through the medium of this Information; or accept any responsibility or liability for enabling the Customer to link to another site on the World Wide Web, for the contents of any other site, or for any consequence that results from acting upon the contents of another site.

(b) Customer understands that technical problems or other conditions may delay or prevent Customer from entering or canceling an order on the System, or likewise may delay or prevent Firm from executing or clearing an order on the System. Neither Firm, nor any of its affiliates, shall be liable for, and Customer agrees not to hold or seek to hold Firm, or any of its affiliates, liable for, any technical problems, system failures and malfunctions, communication line failures, equipment or software failures and malfunctions, system access issues, system capacity issues, high Internet traffic demand or other Internet related problems, security breaches, theft and other unauthorized access, and any other similar computer problems and defects, as well as severe weather, earthquakes, floods, strikes,labor problems, or other acts of God in connection with the use or attempted use of the System. Firm does not represent, warrant or guarantee that Customer will be able to access or use the System at times or locations of Customer's choosing, or that Firm will have adequate capacity for the System as a whole or in any particular geographic location. Firm does not represent, warrant or guarantee that the System will provide uninterrupted and error free service. Firm does not make any warranties or guarantees, express or implied, with respect to the System or its content, including without limitation, warranties of quiet enjoyment, noninfringement, title, merchantability or fitness for a particular purpose, and merchantability for computer problems and for informational content. Firm does not guarantee or warrant that the System will be free from infection, viruses, worms, trojan horses or other code that manifests contaminating or destructive properties. Neither Firm, nor any of its affiliates, shall be liable to Customer for any loss, cost, damage or other injury, whether in contract or tort, arising out of or caused in whole or in part by Firm's or Customer's use of, or reliance on, the System or its content, or in otherwise performing its obligations under or in connection with this Agreement. In no event will Firm or any of its affiliates be liable to Customer or any third party for any punitive, consequential, incidental, special, indirect (including lost profits and trading losses and damages) or similar damages, even if advised of the possibility of such damage. If some jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such jurisdictions the liability of Firm shall be limited in accordance with this Agreement to the extent permitted by law. Firm reserves the right to suspend service and deny access to the System without prior notice during scheduled or unscheduled system maintenance or upgrading.

(c) Customer acknowledges that all orders placed through the System are at Customer's sole risk. Customer further acknowledges that Customer's orders may be sent directly to the trading floors of the various exchanges (or to an electronic trading system, if applicable), that there may be minimum equity requirements and limits set by each exchange as to the maximum number of allowable contracts for orders processed through the System, that current limits are subject to change, that contingency orders may not be accepted, and that the online direct order placement service may be suspended on a contract's last trading day. Customer understands that orders that it sends directly to the trading floors or an electronic trading system may be reviewed by an order desk, and if Customer fails to meet the requirements, Customer's order may be refused. Customer further understands that it may be restricted from use of or refused access to the System at any time, and that Firm reserves the right to require a margin deposit prior to the execution of any order placed through the System, or as otherwise required by Firm's margin policy. In the event that there is a restriction on Customer's account, or that Customer fails to make a margin deposit as required, neither Firm, nor any of its affiliates, shall be responsible for any delay or failure to provide the System, including the ability to execute an order
(d) Although the System may provide access to numerous recommendations about how to invest and what to buy, none of these recommendations shall be deemed to be endorsed by Firm. Firm does not recommend any investment advisory service or product, nor does Firm offer any advice regarding the nature, potential value, or suitability of any particular transaction or investment strategy. NOTHING IN THIS AGREEMENT SHOULD BE CONSTRUED AS A SOLICITATION OR RECOMMENDATION TO BUY OR SELL ANY INSTRUMENT OR ENGAGE IN ANY TRANSACTION.

(e) Upon approval of Customer's account, Firm will provide Customer with an individual password and Customer identification code ("Access Codes"). The Access Codes are intended to enable Customer to access Customer's account and to enter buy and sell orders for Customer's account through the System, and therefore, Customer must maintain the confidentiality, and prevent the unauthorized use, of the Access Codes at all times. Customer accepts full responsibility for the use and protection of the Access Codes, which includes, but is not limited to, all orders entered into the System using the Access Codes and changes in Customer account information that are entered through use of the Access Codes. Customer hereby authorizes Firm and any party claiming through Firm to rely upon any information or instructions set forth in any data transmission using the assigned Access Codes, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of the System. Customer accepts full responsibility for monitoring Customer's account(s) with Firm. In the event that Customer becomes aware of any loss, theft or unauthorized use of Customer's Access Codes, Customer shall notify Firm IMMEDIATELY. In addition, Customer shall notify Firm IMMEDIATELY upon discovering that Customer has failed to receive any statement, confirmation or other communication from Firm.

(f) Firm grants to Customer, and Customer accepts from Firm, a non-exclusive and non-transferable license to use the System solely for the purposes provided herein and subject to any other agreements in effect between Customer and Firm. Customer agrees that it shall take reasonable steps to protect, and shall not use, publish or disseminate, the information made available or accessible through the use of the System, including without limitation the Information, Access Codes, and Software, using methods at least substantially equivalent to the steps it takes to protect its own proprietary information, but not less than a reasonable standard, during the term of this Agreement and for a period of five (5) years following the expiration, termination, discontinuance or cancellation of this Agreement and shall prevent the duplication or disclosure of such information. Any and all materials that Firm provides to Customer in connection with the System, including without limitation all Information, Access Codes, and Software, together with all modifications and revisions thereto, and all copyrights, trademarks, patents, trade secret rights and other intellectual and proprietary rights, title and interest relating thereto are the property of Firm, Firm's licensors, its successors and assigns, the Information Providers, or other third parties, and are intended for Customer's sole and individual use. Customer shall not reproduce, modify, prepare derivative works of, retransmit, disseminate, sell or distribute such materials in any manner without the express written consent of both Firm and the relevant owner. In addition, Customer shall not permit any other person access to the System. Customer further agrees not to delete any copyright notices or other indications of protected intellectual property rights from materials that Customer prints or downloads from the System. All such materials are provided "AS IS", without any warranty of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, noninfringement and title.

(g) Customer agrees that its use of the System is at Customer's own risk. Customer shall be responsible for providing and maintaining the means by which it accesses the System, which may include, without limitation, personal computer, modem and telephone, or other access line. Customer shall be responsible for all access and services fees necessary to connect to the System and assumes all charges incurred in accessing the System. Customer further assumes all risks associated with the use and storage of information on Customer's personal computer.

(h) Customer hereby assumes sole responsibility and liability for the accuracy and adequacy of information entered in connection with the use of the System. Customer shall indemnify and hold harmless Firm and its affiliates from any and all consequential, incidental, special, punitive, or indirect damages (including lost profits, trading losses and damages) resulting from, arising out of or relating to such information, whether authorized or unauthorized. In the event any inaccurate, incomplete or incorrect information relating to Customer is communicated to Firm, whether or not through the System, or in the event the Customer determines that the System includes inaccurate, incomplete or incorrect information relating to Customer, Customer covenants that it shall notify Firm IMMEDIATELY. Customer also covenants that it shall notify Firm IMMEDIATELY if (a) an order has been placed through the System and Customer has not received an order number; (b) an order has been placed through the System and Customer has not received an accurate acknowledgement (whether through hard copy, electronic, or oral means) of the order or of its execution; or (c) Customer has received acknowledgement (whether through hard copy, electronic or oral means) of an execution for any order that Customer did not place; or any other conflict similar to those stated herein. Customer agrees and acknowledges that Firm shall be entitled to rely upon any oral, written or electronic communications, whether in tangible or intangible form, received from Customer.

(i) Customer hereby covenants and agrees that Customer shall use the System only for the purpose of placing orders for futures contracts and options thereon, receiving fills, and for receiving on-line Customer statement reviews. Customer shall perform the obligations arising in connection with any transaction completed using the System, in accordance with the terms and conditions of such completed transaction.

(j) Customer agrees to indemnify and hold Firm, its affiliates, and the Information Providers harmless from and against any and all claims, demands, proceedings, suits and actions, as well as all losses, liabilities, damages, costs and expenses (including but not limited to attorneys' fees) suffered by Firm, resulting from or relating any claims, proceedings, suits and actions against Firm arising from Customer's violation of this Agreement or any third party's rights, including but not limited to copyright, proprietary and privacy rights. Firm shall have the exclusive right to defend, settle or compromise any claim or demand instituted by any third party against Firm, or against Firm and Customer, arising out of Customer's breach of this Agreement. Customer hereby waives any and all rights Customer may have independently to defend, settle or compromise any such claims or demands and agrees to cooperate to the best of Customer's ability with Firm with respect thereto, but Firm may, in its sole discretion, authorize and require Customer to defend, settle or compromise any such claim or demand as it deems to be appropriate at Customer's cost, expense and liability. This indemnification and hold-harmless obligation shall survive the termination of this Agreement.

(k) Firm reserves the right to terminate Customer's access to the System in Firm's sole discretion, without notice and without limitation, for any reason whatsoever, including but not limited to, the unauthorized use of Customer's Access Codes and/or account number(s), breach of this Agreement, or breach or termination of any agreements Customer has entered into with Firm. Upon termination, cancellation or discontinuance of this Agreement, all rights granted in this Agreement will terminate immediately and revert back to Firm, and Customer shall discontinue use of the System, and if applicable, shall return or destroy, as requested by Firm, all software (including all copies thereof).

(l) Customer agrees to pay all subscription, service, and Customer fees, if any, and commissions, for any orders executed through the System, and agrees that such fees may be changed without notice. Customer agrees to pay all costs (including attorneys' fees), if any, incurred by Firm in collecting overdue fees from Customer.

(m) This Agreement is made in Customer's own capacity and not on behalf of any person, firm, corporation, or other entity, unless Customer's account is designated as such. Customer agrees to use the Information solely in connection with Customer's investment activities and not in connection with any trade or business activities.

(n) All express or implied conditions, warranties or undertakings, whether oral or in writing, in law or in fact, including warranties as to satisfactory quality and fitness for a particular purpose, regarding the Information or any aspect of the System (including but not limited to Information access and order execution), are excluded to the extent permitted by law.

(o) Customer agrees that Firm may hold and process, by computer or otherwise, any information it obtains pertaining to Customer as a result of Customer's use of the System ("Personal Data"), and Firm may access and use such information for operational purposes, credit assessment, statistical analysis, and to identify and provide Customer with information concerning products and services (including those supplied by third parties) that may be of interest to Customer or Firm. Customer agrees that Firm may disclose Personal Data to licensed credit reference agencies and to any of Firm's subcontractors, agents or Information Providers where necessary to provide Customer with the Service, or in the event that Firm has the right or duty to disclose or is otherwise permitted or compelled to do so by law. Personal Data will be deleted from the System as soon as is reasonably possible after Customer ceases to use the System, subject to applicable record keeping requirements. Customer's Personal Data may be electronically transmitted or transferred throughout the world. Customer may inspect its Personal Data, and have incomplete or inaccurate information rectified. If Customer wishes to exercise any of these rights, or if Customer does not wish for Customer's Personal Data to be used to provide Customer with information concerning products and services, Customer shall notify Firm's Compliance Officer in writing, via registered mail, return receipt requested.

(p) If Customer has been introduced to Firm by an Introducing Broker, as defined below, or other intermediary, Customer hereby grants Firm permission to disseminate to such Introducing Broker or intermediary, for the purposes of Introducing Broker and/or Firm’s compliance with applicable laws, statutes, regulations, and rules, any Personal Data or other information obtained by Firm regarding Customer, including but not limited to any information obtained by firm through Customer’s application, Customer’s provision of documents and identifying information to Firm, the operation and management of Customer’s account or accounts with Firm, or otherwise (collectively "Customer Information"). Customer understands and acknowledges that such dissemination to Introducing Broker or intermediary constitutes a valuable service provided by Firm to assist Introducing Broker or intermediary in its duties to comply with applicable laws, statutes, regulations, and rules, and therefore Customer acknowledges that Firm may, from time to time, receive monetary compensation from Introducing Broker or intermediary for the provision of this service. Customer understands that Firm is not able to fully monitor such Introducing Broker or intermediary’s use of the Customer Information, and therefore Customer agrees that Firm shall have no liability for the use or misuse of Customer Information by the Introducing Broker or intermediary, and Customer waives and releases any action or claim against Firm for any use or misuse of Customer Information by the Introducing Broker or intermediary.
Notice to Introduced Customers (If Applicable)
If Customer’s account has been introduced to Firm by an independent (i.e., not guaranteed by Firm) introducing broker ("Introducing Broker"), Customer acknowledges and agrees as follows: (a) Firm’s role is limited. Customer’s account is carried by Firm only as a non¬clearing futures commission merchant. Customer agrees that Firm’s role is limited to matters relating to the execution and recordkeeping of transactions for Customer’s account, and Firm shall be liable only for direct damages caused solely by its gross negligence or willful misconduct in the performance of these activities. Firm shall have no liability for following instructions received from Customer or Customer’s Introducing Broker. While the law requires Customer to send all funds and other property to Firm, and for Firm to provide account statements to Customer, Customer’s primary relationship is with Introducing Broker on whose representations Customer relies to service its account. GIVEN FIRM’S ROLE STRICTLY AS AN EXECUTION AND RECORDKEEPING FIRM, CUSTOMER DOES NOT RELY UPON FIRM FOR INVESTMENT OR TRADING ADVICE OR THE FURNISHING OF MARKET RECOMMENDATIONS OR RESEARCH. NOR IS THERE ANY UNDERSTANDING OR AGREEMENT BETWEEN CUSTOMER AND FIRM THAT FIRM WILL PROVIDE CUSTOMER OR INTRODUCING BROKER WITH SUCH ADVICE. (b) Firm is separate and independent from Introducing Broker. There is no overlap between the owners, principals, officers, directors or employees of Firm and those of Introducing Broker. Firm does not pay for any of the operating expenses of Introducing Broker or guarantee its obligation under the Commodity Exchange Act. Introducing Broker is a customer of Firm. Under the terms of its agreement with Firm, Introducing Broker is free to introduce Customer’s account for clearing and record keeping services to a futures commission merchant or clearing firm other than Firm. Introducing Broker is free to terminate its agreement with Firm at any time. Firm does not set the rate of commissions or fees Customer is charged. All fees are negotiated between Customer and Introducing Broker. Firm charges Introducing Broker a clearing fee that is reasonably related to Firm’s actual cost of trade execution and record keeping. The agreement between Firm and Introducing Broker expressly precludes Introducing Broker from representing that it is an agent of Firm or that Firm has authorized any of its activities. If such representations have been made, Customer agrees to report such representations immediately to Firm. ACCORDINGLY, CUSTOMER HEREBY WAIVES ALL CLAIMS UNDER COMMON LAW, FEDERAL OR STATE STATUTES, RULES OR REGULATIONS, INCLUDING WITHOUT LIMITATION, SECTION 2(a)(l)(B) OF THE COMMODITY EXCHANGE ACT, THAT FIRM IS VICARIOUSLY LIABLE FOR ANY ACT OR OMISSION OF INTRODUCING BROKER OR ITS BROKERS. (c) Firm has no duty to supervise Introducing Broker. Firm is not responsible for ensuring or monitoring Introducing Broker’s compliance with government rules or regulations. Introducing Broker has complete discretion over whom it employs as brokers and is responsible for its own compliance department and procedures governing solicitation of customer accounts. Firm is not responsible for the conduct, representations or statements of officers, directors, employees or agents of Introducing Broker. Firm provides no research, trading recommendations, or promotional materials to the Introducing Broker. Firm has no duty to monitor trading in Customer’s account or to determine whether such trading is consistent with Customer’s objectives or recommendations of the Introducing Broker. ACCORDINGLY, CUSTOMER HEREBY WAIVES ALL CLAIMS UNDER COMMON LAW, FEDERAL OR STATE STATUTES, RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION, CLAIMS UNDER SECTION 13 OF THE COMMODITY EXCHANGE ACT, THAT FIRM AIDED AND ABETTED ANY ACT OF INTRODUCING BROKER OR ITS BROKERS.
Acceptance
This Agreement shall not be deemed to be accepted by Firm or become a binding contract between Customer and Firm until approved by Firm's new accounts department.
Risk Acknowledgment
Customer acknowledges that investment in futures contracts is speculative, involves a high degree of risk and is suitable only for persons who can assume risk of loss in excess of their margin deposits. Customer understands that because of the low margin normally required in futures trading, price changes in futures contracts may result in significant losses, which losses may substantially exceed Customer's margin deposits. Customer represents that Customer is willing and able, financially and otherwise, to assume the risks of futures trading. By its representative initialing in the space below, Customer acknowledges that it has received and understands the separate consolidated Risk Disclosure Statement for Futures and Options provided by Firm in accordance with Commodity Futures Trading Commission Rule 1.55.