In consideration of Light Horse Securities, Inc., and their agents and assigns (collectively, "Broker" or "Light Horse") opening one or more brokerage accounts ("Account(s)") on Customer's behalf ("Customer"), for the purchase, sale, carrying of securities or contracts relating thereto, and/or borrowing of funds, Customer represents and agrees with respect to all Accounts, whether margin or cash, to the terms set forth in this customer agreement ("Agreement"). The clearing firm and custodian for Customer's Accounts will be Apex Clearing Corporation (the "Clearing Firm" or "Apex"). When used in this Customer Agreement, the term "Customer" means the owner(s) of the Account. For the avoidance of doubt, in the case of a joint account, the word "Customer" means each of the owners of the joint Account.
CUSTOMER UNDERSTANDS THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN ALL ASPECTS OF RELATIONSHIP WITH BROKER REGARDING CUSTOMER'S ACCOUNTS. CUSTOMER WILL CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE CLICKING "SUBMIT APPLICATION" OR OTHER SIMILARLY WORDED BUTTON. IF CUSTOMER HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS AGREEMENT, CUSTOMER MAY EMAIL SUPPORT@LIGHTHORSE.IO. CUSTOMER UNDERSTANDS THAT CLICKING "SUBMIT APPLICATION" IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS AGREEMENT AND CUSTOMER WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. BY ENTERING INTO THIS AGREEMENT, CUSTOMER ACKNOWLEDGES RECEIPT OF BROKER'S PRIVACY POLICY. CUSTOMER UNDERSTANDS THAT THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY BROKER, WITH REVISED TERMS POSTED ON BROKER'S WEBSITE. CUSTOMER AGREES TO CHECK FOR UPDATES TO THIS AGREEMENT. CUSTOMER UNDERSTANDS THAT BY CONTINUING TO MAINTAIN A SECURITIES BROKERAGE ACCOUNT WITHOUT OBJECTING TO ANY REVISED TERMS OF THIS AGREEMENT, THAT CUSTOMER IS ACCEPTING THE TERMS OF THE REVISED AGREEMENT AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF CUSTOMER REQUESTS OTHER SERVICES PROVIDED BY BROKER THAT REQUIRE CUSTOMER TO AGREE TO SPECIFIC TERMS AND CONDITIONS ELECTRONICALLY (THROUGH CLICKS OR OTHER ACTIONS) OR OTHERWISE, SUCH TERMS AND CONDITIONS WILL BE DEEMED AN AMENDMENT AND WILL BE INCORPORATED INTO AND MADE PART OF THIS AGREEMENT. CUSTOMER ALSO UNDERSTANDS THAT BY CLICKING "SUBMIT APPLICATION" CUSTOMER HAS ACKNOWLEDGED THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 48 HEREIN.
By entering into this Agreement, Customer acknowledges receipt of Broker's Customer Relationship Summary (Form CRS), and Customer acknowledges receipt of and agrees to the terms of the Light Horse Terms of Service, Light Horse Privacy Policy, Business Continuity Plan Summary, Day Trading Disclosure, Extended Hours Trading Disclosure, Margin Disclosure, Fully Paid Security Lending Disclosure, Fee Schedule, Low-Priced Security Disclosure which are incorporated by reference into this Agreement.
1. General terms and conditions
Customer acknowledges that Broker and its affiliates ("Affiliates") offer various products and services, including financial products and services, through the website and mobile applications (the "Platform") owned and operated by Broker's Affiliate, Ainvest Fintech, Inc. Customer understands that Broker only provides the brokerage services ("Brokerage Services") offered to Customer in certain sections of the Platform where Light Horse is authorized to provide the Brokerage Services (the "Brokerage Platform"). Customer further understands that this Agreement only governs Customer's use of the Brokerage Platform and the Brokerage Services.
a. Customer acknowledges and understands that Light Horse Affiliates may offer other products and services through the Platform that are governed by those certain customer agreements and are not governed by this Agreement.
b. Customer represents and warrants that Customer is of legal age under the laws of the jurisdiction where Customer resides and authorized to enter into this Agreement. No person, except Customer (or any person named in a separate agreement or joint account), has any interest in Customer's Account opened pursuant to this Agreement.
c. Customer acknowledges that unless Broker receives written objection from Customer, Broker may provide Customer's name, address, and securities positions to requesting companies in which Customer holds securities. Customer understands and agrees to Customer's obligation to promptly notify Broker in writing if Customer or Customer's immediate family becomes registered or employed in any of the above-described capacities. Except as otherwise disclosed to Broker in writing, Customer is not a Professional (as defined below) and further agrees to promptly notify Broker in writing if Customer is now or if in the future becomes a Professional or an officer, director or 10% stockholder of any publicly traded company.
d. Customer understands, represents, and agrees that except as otherwise disclosed to Broker in writing, neither Customer nor any member of Customer's immediate family is an employee of any exchange, any corporation of which any exchange owns a majority of the capital stock, a member of any exchange or self-regulatory organization, a member of any firm or member corporation registered on any exchange, 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.
e. Before becoming a Customer of Broker and using the Brokerage Services, the Customer must fully understand and agree to all the terms and conditions in this Agreement. Notwithstanding anything to the contrary, by continuing to use the Brokerage Services, Customer agrees that Customer has read the terms in this Agreement and have unconditionally accepted such without reservation.
f. Customers of Broker are granted additional levels of access to the Brokerage Services, which include additional functionality not available to non-Account holders. This access may include additional access to the Brokerage Platform and other functionality. This additional access is governed by additional agreements such as this Agreement which must be accepted before the access is granted.
g. Broker may revise the terms and conditions of using its Brokerage Services at any time, and Customer agrees to be bound by future revisions. If Customer has an Account with Broker, Customer's relationship with Broker is also governed by other agreements, including but not limited to Customer's agreement with the Clearing Firm, margin agreements, and any other agreements governing Customer's relationship with Broker and the Brokerage Services. Brokers may also offer other services from time to time that are governed by different agreements or additional terms and conditions.
h. Customer acknowledges that all decisions relating to its investment or trading activity shall be made by Customer or its duly authorized representative. Brokers do not provide investment advice or offer recommendations for the purchase or sale of securities, futures, options, or other financial instruments. Customer acknowledges that any information they receive from the Clearing Firm comes solely from the Clearing Firm and is not information given by Broker nor does it apply to Broker.
i. Customer acknowledges that Broker and the Clearing Firm are under no duty to inquire as to the authority or propriety of any instructions given to them, and that they shall be entitled to rely upon any such instructions without inquiry or investigation, including, without limitation, instructions with respect to the disbursement of funds and the transfer of securities. Customer acknowledges that Broker and the Clearing Firm do not provide legal or tax advice.
2. Regulations
Light Horse is regulated by the Financial Industry Regulatory Authority, Inc. ("FINRA") and is a member of the Securities Investor Protection Corporation ("SIPC"). Customer's Account with Broker and any transactions Customer make are subject to Broker's trading rules and policies, the rules and policies of the Clearing Firm and its exchange execution brokers, securities regulatory authorities, exchanges, all applicable federal, state and local laws, regulations and rules (collectively, "Applicable Rules and Regulations"). The Brokerage Platform and Brokerage Services are not intended for the use of persons of any jurisdiction where Broker is not authorized to do business or where such products and other services offered by Broker would be contrary to the securities regulations or other local laws and regulations of that jurisdiction.
3. Account
Customer understands that Customer's Account, in part, includes an Account with the Clearing Firm. Customer understands that Customer's Account with the Clearing Firm (the "Apex Account") is governed solely by the Apex Customer Agreement which Customer will enter into in conjunction with Customer's Account with Broker. By entering into this Agreement, Customer is instructing Broker to share Customer's information with the Clearing Firm and establish an Account with Clearing Firm on Customer's behalf. Customer represents that Customer has read, understands, and agrees to the terms of the Apex Customer Agreement, Apex Privacy Policy, and other disclosure documents. Customer also understands that in addition to the terms and conditions of this Agreement that Customer's Account, and the services provided by Clearing Firm are also subject to Apex's Terms and Conditions, respectively.
4. Market data
a. Definitions
a-1. "Market Data" means (a) last sale information and quotation information relating to securities that are admitted to dealings on exchanges such as the New York Stock Exchange ("NYSE"), and/or NASDAQ, as well as the Options Pricing Regulatory Authority ("OPRA") (b) such bond, option, and other equity last sale and quotation information, and such index and other market information, as United States-registered national securities exchanges and national securities associations (each, an "Authorizing SRO") may make available and as the NYSE or NASDAQ may from time to time designate as "Market Data"; and (c) all information that derives from any such information.
a-2. "Nonprofessional" means any natural person who receives market data solely for his/her personal, non-business use and who is not a "Professional." A "Professional" includes an individual who, if working in the United States, is: (i) registered or qualified with the Securities and Exchange Commission (the "SEC"), the Commodity Futures Trading Commission (the "CFTC"), any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (ii) engaged as an "investment advisor" as that term is defined in Section 202(a)(11) of the Investment Advisers Act of 1940 (whether or not registered or qualified under that Act), or (iii) employed by a bank or other organization exempt from registration under federal and/or state 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. A person who works outside of the United States will be considered a "Professional" if he or she performs the same functions as someone who would be considered a "Professional" in the United States.
b. Provisions applicable to all customers
b-1. Proprietary nature of data
Customer understands and acknowledges that each Authorizing SRO and Other Data Disseminator (as defined below) has a proprietary interest in the Market Data that originates on or derives from it or its market(s). Customer agrees not to reproduce, distribute, sell, or commercially exploit the Market Data in any manner.
b-2. Enforcement
Customer understands and acknowledges that (a) the Authorizing SROs are third-party beneficiaries under this Agreement and (b) the Authorizing SROs or their authorized representative(s) may enforce this Agreement, by legal proceedings or otherwise, against Customer or any person that obtains Market Data that is made available pursuant to this Agreement other than as this Agreement contemplates.
b-3. Data not guaranteed
Customer understands that neither Broker nor any Authorizing SRO, other entity whose information is made available over the Authorizing SROs' facilities, as well as all OPRA Data (an "Other Data Disseminator"), information provided for over the Brokerage Platform, or information processor that assists any Authorizing SRO or Other Data Disseminator in making Market Data available (collectively, the "Disseminating Parties") guarantees the timeliness, sequence, accuracy, completeness, reliability, or content of the Brokerage Platform and market information or messages disseminated to or by any Disseminating Party. Customer understands that neither Broker nor any Disseminating Party guarantees the timeliness, sequence, accuracy, completeness, reliability or content of market information, or messages disseminated to or by any party (including any market data and asset price quotes). Customer understands that neither Broker nor any Disseminating Party warrants that the service provided by any such entity will be uninterrupted or error-free. Further, Customer understands that Market Data by a Disseminating Party that provides market data to Broker's customers. NEITHER BROKER, ANY OF ITS AFFILIATES, THEIR RESPECTIVE OFFICERS OR EMPLOYEES, NOR ANY DISSEMINATING PARTY SHALL BE LIABLE IN ANY WAY FOR (A) ANY INACCURACY, ERROR OR DELAY IN, OR OMISSION OF, (I) ANY MARKET DATA, INFORMATION OR MESSAGE, OR (II) THE TRANSMISSION OR DELIVERY OF ANY SUCH DATA, INFORMATION OR MESSAGE; OR (B) ANY LOSS (AS DEFINED IN THIS AGREEMENT) OR DAMAGE ARISING FROM OR OCCASIONED BY (I) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (II) NON-PERFORMANCE OR (III) INTERRUPTION IN ANY SUCH MARKET DATA, INFORMATION, OR MESSAGE, WHETHER DUE TO ANY ACT OR OMISSION BY BROKER, ANY OF ITS AFFILIATES, THEIR RESPECTIVE OFFICERS OR EMPLOYEES, OR ANY DISSEMINATING PARTY, OR TO ANY "FORCE MAJEURE" (E.G., FLOOD, EXTREME MARKET VOLATILITY, EXTRAORDINARY WEATHER CONDITIONS, EARTHQUAKE, OR OTHER ACT OF GOD, PANDEMIC, FIRE, WAR, INSURRECTION, RIOT, LABOR DISPUTE, ACCIDENT, ACTION OF GOVERNMENT, OR COMMUNICATIONS OR POWER FAILURE, EQUIPMENT OR SOFTWARE MALFUNCTION) OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF BROKER, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS AND EMPLOYEES, OR ANY DISSEMINATING PARTY.
b-4. Permitted use
Customers shall not furnish Market Data to any other person or entity. If Customer receives Market Data other than as a Nonprofessional, Customer shall use Market Data only for personal individual use.
b-5. Dissemination, discontinuance, or modification
Customer understands and acknowledges that, at any time, Broker, the Authorizing SROs, and Other Data Disseminator may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. The Authorizing SROs shall not be liable for any resulting liability, loss or damages that may arise therefrom.
b-6. Duration; Survival
This Section 3 of this Agreement remains in effect for so long as Customer has the ability to receive Market Data as contemplated by this Section 3. In addition, Sections 3(b)(i)-(iii) and the first two sentences of Section 3(b)(vii), survive any termination of this Customer Agreement.
b-7. Miscellaneous
The laws of the State of New York shall govern this Section 3 and it shall be interpreted in accordance with those laws. This Subsection is subject to the Securities Exchange Act of 1934 (the "Act"), the rules promulgated under that act, and the joint-industry plans entered into pursuant to that Act.
c. Provisions applicable to nonprofessionals
c-1. Permitted receipt
Customer understands that Market Data may not be received from Broker as a Nonprofessional, and Broker may not provide Market Data to Customer as a Nonprofessional, unless Broker first properly determines that Customer qualifies as a Nonprofessional as defined above and in fact Customer qualifies as a Nonprofessional. Customer agrees that, as a prerequisite to Broker qualifying Customer as a Nonprofessional, that Customer will provide to Broker truthful and accurate information regarding Customer, such as Customer's: occupation, employer, employment position and functions; use of Market Data; registration status with any securities agency, exchange, association, or regulatory body, or any commodities or future contract market, association, or regulatory body, whether in the United States or elsewhere; and any compensation of any kind Customer may receive from any individual or entity for Customer's trading activities, asset management, or investment advice. Except as otherwise declared to Broker in writing, by executing this Agreement, Customer certifies to meet the definition of Nonprofessional as set forth in this Agreement.
c-2. Permitted use
If Customer is a Nonprofessional, Customer agrees to receive Market Data solely for personal, non-business use.
c-3. Notification
Customer shall notify Broker promptly in writing of any change in Customer's circumstances that may cause Customer to cease to qualify as a Nonprofessional, as described above, or otherwise.
5. Authorization
Customer understands that Customer's Account is self-directed. Accordingly, Customer appoints Broker as Customer's agent for the purpose of carrying out Customer's directions to Broker in accordance with the terms and conditions of this Agreement and any attendant risks with respect to the purchase or sale of securities. Brokers are authorized to open or close Customer's Account(s), place and withdraw orders and take such other steps as are reasonable to carry out Customer's directions. All transactions will be effected only on Customer's order or the order of Customer's authorized delegate, except as otherwise described in this Agreement. Customer understands Broker provides trading and Brokerage Services through the Brokerage Platform. Customers agree to receive and transmit financial information through such electronic means. Customer's use or grant of access to Customer Account to any third party to access information or place transactions in Customer Account is solely at Customer's risk.
6. Customer representations and responsibilities
a. Self-directed account
Customer understands that Customer's Account is a self-directed brokerage, and so Customer is solely responsible for any and all orders placed in Customer's Account and that all orders entered by Customer or on behalf of Customer is unsolicited and based on Customer's own investment decisions or the investment decision of Customer's duly authorized representative or agent. Accordingly, Customer agrees that neither Broker nor any of its employees, agents, principals, or representatives:
i. provide investment advice in connection with this Account;
ii. recommend any security, transaction or order;
iii. solicit orders;
iv. act as a market maker in any security;
v. make discretionary trades; and
vi. produce or provide first-party research providing specific investment strategies such as buy, sell, or hold recommendations, first-party ratings and/or price targets. To the extent research materials or similar information are available through the Brokerage Platform or the websites of any entity controlled by, controlling, or under common control with Broker (such entity, an "Affiliate"), Customer understands that these materials are intended for informational and educational purposes only and they do not constitute a recommendation to enter into any securities transactions or to engage in any investment strategies.
b. Information accuracy
Customer: (i) certifies that the information contained in this Agreement, the account application, and any other document furnished to Broker in connection with Customer's Account(s) is complete, true and correct, and acknowledge that knowingly giving false information for the purpose of inducing Broker to extend credit is a federal crime; (ii) authorizes Broker to contact any individual or firm noted herein or on the documents referred to in subsection (i) of this Section and any other normal sources of debit or credit information; (iii) authorize anyone so contacted to furnish such information to Broker as may be requested; and (iv) agrees that this Agreement, the Account application and any other document furnished in connection with Customer's Account is Broker's property, as the case may be. Customers shall promptly advise Broker of any changes to the information in such agreements and documents in writing within ten (10) calendar days. Customer authorizes Broker to obtain reports and to provide information to others concerning Customer's creditworthiness and business conduct. Upon Customer's request, Broker agrees to provide Customer a copy of any report so obtained. Brokers may retain this Agreement, the Account application, and all other such documents and their respective records at Broker's sole discretion, whether or not credit is extended.
c. Risks
Customers understand that all investments involve risk, that losses may exceed the principal invested, and that the past performance of a security, industry, sector, market, or financial product does not guarantee future results or returns. Customer acknowledges receipt of and agrees to the Risk Disclosures. "Risk Disclosures" means the risk disclosure documentation available or referenced on the Brokerage Platform or the Disclosure Library from time to time. "Disclosure Library" means the disclosure library available on the Brokerage Platform, currently at www.lighthorse.io, as supplemented from time to time.
d. Account defaults
Customer understands that Customer's Account comes with many defaulted service instruction features and preferences. Customer further understands that Customer is not required to use these defaulted options or preferences and that once Customer's Account is approved and opened Customer has the sole discretion to control and adjust such defaulted service preferences that relate to Customer's Account.
e. Knowledge of account
Customer understands that Customer is solely responsible for knowing the rights and terms for all securities purchased, sold and maintained in Customer's Account including mergers, reorganizations, stock splits, name changes or symbol changes, dividends, option symbols, and option deliverables. Customer further understands that certain securities may grant Customer valuable rights that may expire unless Customer takes specific action. These securities include bonds, convertible securities, warrants, stock rights and securities subject to exchange offers or tenders. Customer is responsible for knowing all expiration dates, redemption dates, and the circumstances under which rights associated with Customer's securities may be called, canceled, or modified. Brokers may, but are not obligated to, notify Customer of any upcoming expiration or redemption dates, or take any action on Customer's behalf without specific instructions from Customer except as required by law and the rules of regulatory authorities. Customer acknowledges that Broker may adjust Customer's Account to correct any error. If a Customer's Account has an option position on the last trading day prior to expiration, which is one cent or more in the money, Brokers will generally exercise the option, on Customer's behalf. However, Broker reserves the right at Broker's discretion to close any option position prior to expiration date or any position resulting from the exercising/assignment after option expiration. Customers will be charged a commission for any such transaction. Broker is not obligated to take any of these actions and Broker is not liable for losses should it not take them.
f. Purchases
All orders for the purchase of securities given for Customer's Account will be authorized by Customer and executed in reliance on Customer's promise that an actual purchase is intended. It is Customer's obligation to pay for purchases immediately or on Broker's demand. Customer understands Broker may at any time, in its sole discretion and without prior notice to Customer, prohibit or restrict Customer's ability to trade securities. Customer further agrees not to allow any person to trade for Customer's Account unless a trading authorization for that person has been received and approved by Broker. Brokers reserve the right to require full payment in cleared funds prior to the acceptance of any order. In the event that Customer fails to provide sufficient funds, Broker may, at its option and without notice to Customer, (i) charge a reasonable rate of interest, (ii) liquidate the Property subject of the buy order, or (iii) sell other Property owned by Customer and held in any of Customer's Accounts. Brokers may also charge any consequential loss to the Customer's Account. For purposes of this Agreement, "Property" shall mean all monies, contracts, and investments, whether for present or future delivery, and all related distributions, proceeds, products and accessions.
g. Sales/Short sales
Customer promises to deliver all securities sold in Customer's Account and to provide collateral of a type and amount acceptable to Broker for all short sales in Customer's Account. Brokers require that a security be held in Customer's Account prior to the acceptance of a sell order with respect to such security unless the order is specifically designated as a "short sale." If a security is not held in Customer's Account and a sell order is processed, Customer must promptly deliver such security to Broker for receipt in good deliverable form on or before the settlement date. Any order accepted without negotiable certificates or positions in Customer's Account will be subject, at Broker's sole discretion, to cancellation or buy-in. To ensure this will not occur, Customer agrees to only place sell orders for securities owned by Customer and held in Customer's Account at the time any Customer order is placed.
Proceeds of a sale will not be paid to Customer or released into Customer's Account until Broker has received the security in good deliverable form, whether from a transfer agent or from Customer and the settlement of the security is complete. If the security is not received on or before settlement date, or as market conditions warrant, Broker may in its sole discretion purchase the security on the open market for Customer's Account and may liquidate and close out any and all securities in Customer's Account in order to pay for such purchase. In the event a security is bought in, Customer will be responsible for all resulting losses incurred by the Broker.
Customer understands that Customer may execute short sales only in a margin Account and that such execution must comply with applicable short sales rules.
h. Stop orders
Stop prices are not guaranteed execution prices. A "stop order" becomes a "market order" when the "stop price" is reached and firms are required to execute a market order fully and promptly at the current market price. Therefore, the price at which a stop order ultimately is executed may be very different from the investor's "stop price." Accordingly, while a customer may receive a prompt execution of a stop order that becomes a market order, during volatile market conditions, the execution may be at a significantly different price from the stop price if the market is moving rapidly.
Stop orders may be triggered by a short-lived, dramatic price change. Customers should be informed that, during periods of volatile market conditions, the price of a stock can move significantly in a short period of time and trigger an execution of a stop order (and the stock may later resume trading at its prior price level). Investors should understand that if their stop order is triggered under these circumstances, they may sell at an undesirable price even though the price of the stock may stabilize during the same trading day.
Sell stop orders may exacerbate price declines during times of extreme volatility. The activation of sell stop orders may add downward price pressure on a security. If triggered during a precipitous price decline, a sell stop order also is more likely to result in an execution well below the stop price.
i. Assistance by Broker
Customer understands that when requesting assistance from Broker or its employees in using the investment tools available on the Brokerage Platform, it will be limited to an explanation of the tool's functionality and, if requested by Customer, to the entry by Broker or its employees of variables provided by Customer, and that such assistance does not constitute investment advice, an opinion with respect to the suitability of any transaction, or solicitation of any orders.
j. Discontinuation of services
Customer understands that Broker may discontinue Customer's Account and any Brokerage Services related to Customer's Account immediately by providing written notice to Customer.
7. Clearance of trades
Customer understands that Broker has entered into a clearing agreement with the Clearing Firm whereby Broker will introduce Customer's Account to the Clearing Firm, and the Clearing Firm will clear all transactions, on a fully-disclosed basis. Customer understands that the Clearing Firm carries Customer's Account(s) and is responsible for the clearing and bookkeeping of transactions, but is not otherwise responsible for the conduct of Broker.
Until receipt from Customer of written notice to the contrary, the Clearing Firm may accept from Broker, without inquiry or investigation, (i) orders for the purchase or sale of securities and other property on margin, if Customer has elected to have a margin Account, or otherwise, and (ii) any other instructions concerning Customer Accounts. The Clearing Firm shall look solely to Broker unless otherwise directed by Broker, and not to Customer, with respect to any such orders or instructions; except that Customer understands that the Clearing Firm will deliver confirmations, statements, and all written or other notices with respect to Customer's Account directly to Customer with copies to Broker, and that the Clearing Firm will look directly to Customer or Broker for delivery of margin, payment, or securities. The foregoing shall be effective as to Customer's Account(s) until written notice to the contrary is received from Customer by the Clearing Firm or Broker.
8. Review of confirmations and statements
Customer agrees that it is Customer's responsibility to review order execution confirmations and statements of Customer's Account(s) promptly upon receipt. Customers agree to receive all confirmations and account statements, as well as all tax related documents, in electronic format. Customer understands that Account statements will evidence all activity in Customer's Account for the stated period, including securities transactions, cash balances, credits to Customer's Account and all fees paid from Customer Account. Confirmations will be considered binding on Customer unless Customer notifies Broker of any objections within two (2) calendar days from the date confirmations are sent. Account statements will be considered binding on Customer unless Customer notifies Broker of any objections within ten (10) calendar days after Customer's Account statements are posted online. Such objection may be oral or in writing, but any oral objection must be immediately confirmed in writing. In all cases, Broker reserves the right to determine the validity of Customer's objection. If Customer objects to a transaction for any reason, Customer understands and agrees that Customer is obligated to take action to limit any losses that may result from such transaction or Customer will bear sole responsibility for any losses relating to the transaction, even if Customer objection to the transaction is ultimately determined to be valid. Nothing in this Section 7 shall limit Customer responsibilities as described in Section 5 of this Agreement.
9. Market volatility; Market orders; Limit orders; and Queued orders
Customer understands that, whether Customer places a market or limit order, Customer will receive the price at which Customer order is executed in the marketplace, subject to any clarification stated below. Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace, the execution price received may differ from the quote provided on entry of an order, and Customers may receive partial executions of an order at different prices.
Customer understands that Broker is not liable for any price fluctuations. Customers also understand that price quotes generally are for only a small number of shares as specified by the marketplace, and larger orders are relatively more likely to receive executions at prices that vary from the quotes or in multiple lots at different prices.
Customers understand that securities may open for trading at prices substantially higher or lower than the previous closing price or the anticipated price. If Customer places a market order (whether during normal market hours or when the market is closed), Customer agrees to pay or receive the prevailing market price at the time Customer market order is executed. Customer understands that the price Customer pays may be significantly higher or lower than anticipated at the time Customer placed the order. To avoid buying a security at a higher price and possibly exceeding Customer's purchasing power, Customer understands the Customer option to enter a limit order. Customer also understands that limit orders may not be executed at any particular time, or at all, if there is not sufficient trading at or better than the specified Customer limit price, and are only good until the end of the trading day in which they are entered, or as described below for "good till canceled" orders. The Website contains further information regarding order types and limitations, which the Customer agrees to read and understand before placing such orders.
As a customer of Broker, Customer understands scenarios may arise where a Customer is unable to trade, a trade they have placed is not able to be executed, and/or a position in which they have affected but not yet paid for must be sold at Broker's discretion. These include, after the market has closed for the day, or when a Customer has reached the limit of permissible orders prescribed by the Pattern Day Trading Rule. Customer understands Broker does not permit Pattern Day Trading. Customers have the ability to place queue order requests in the system to be executed when permissible ("Queued Order"). Customer understands that Customer Queued Order request is prioritized based on the order in which it is received by Broker, and that the Queued Order requests are sent out for execution shortly after the market opens on the next permissible day of trading for Customer. Customer further understands that each Queued Order request is sent out per customer and per security in a similar manner as to Broker's market orders (described above), and that they are not aggregated.
A limit order may be "good till canceled" which means the order remains valid until (A) it is executed; (B) Customer cancels the order; (C) approximately 90 days from when the order is placed; or (D) the contract to which it relates is closed. Customer understands that the Broker will cancel a "good till canceled" order at the end of every trading day (on the exchange on which the instrument to which the contract relates is traded) and place such order again at the start of the following trading day. This process will be repeated every day for as long as the "good till canceled" order remains valid. Further, Customer agrees that any "good till canceled" orders Customer places should be treated as "do not reduce" orders.
10. Extended trading hours
Regular trading hours ("RTH") generally means trading between 9:30 a.m. and 4:00 p.m. Eastern Standard Time ("EST"). In some circumstances, customers may be permitted to engage in extended trading hours, meaning, for the purposes of this Section, trading outside the RTH ("Extended Trading Hours"). Extended Trading Hours may be limited to certain Account types or other eligibility criteria, and the order types available for Extended Trading Hours may be limited. Customers may not trade in an initial public offering on its first day of trading during Extended Trading Hours. There are unique risks associated with trading during Extended Trading Hours and by participating in trading during Extended Trading Hours, Customer understands and agrees to accept such risks, including the risks disclosed in the Extended Trading Hours Disclosure available in the Disclosure Library.
11. Indemnification
Customer hereby agrees to indemnify and hold harmless Broker and the Clearing Firm and their respective officers, directors, employees, agents, and affiliates (the "Indemnitees") from any liability, financial or otherwise, or expense (including attorneys' fees and disbursements), on a current basis as incurred, as a result of:
a. any losses or damages Customer may suffer with respect to any information customer learns from Clearing Firm or any of its agents or employees including instructions, transactions or strategies;
b. any breach by Customer of any of its covenants, obligations, representations, acknowledgments or warranties herein; or
c. as a result of the provision of any Brokerage Services to Customer hereunder or any actions taken by Broker or Clearing Firm pursuant to this Agreement, unless such liability is a result of Broker's willful misconduct.
12. Termination and suspension
Customer Agrees and acknowledges that Broker, in its discretion, may suspend, restrict, or terminate Customer's Account at any time, for any reason and without prior notice to Customer. Customer shall have 30 days from receiving notice of termination of Customer's Account to transfer all holdings from within Customer's Account to another broker-dealer of Customer's choosing. Should Customer fail to complete this transfer within 30 days, Broker may liquidate all holdings within Customer's Account and mail Customer a check for any proceeds. This may result in a taxable event. In the event Customer's Account is liquidated, Customer Agrees to be liable for any resulting losses and costs incurred by Broker due to Customer's Account liquidation. Customer understands that Broker may at any time, at its sole discretion and without prior notice to Customer: (i) prohibit or restrict Customer's access to use the Brokerage Platform or related Brokerage Services and Customer's ability to trade, (ii) refuse to accept any of Customer transactions, (iii) refuse to execute any of Customer transactions, or (iv) terminate Customer Account. The closing of Customer Account will not affect the rights or obligations of either party incurred prior to the date Customer Account is closed.
Further, Broker will not tolerate any foul or abusive language, physical violence, threatening behavior, or other inappropriate conduct directed toward Broker, its affiliates' officers, employees, contractors or customers. If Customer engages in any such behavior, as determined by Broker in its sole discretion, Customer agrees that Broker is authorized to: (i) liquidate any securities, instruments, or other property in Customer Account, (ii) send Customer the proceeds, and (iii) close Customer account. Brokers will not be responsible for any Losses caused by the liquidation of securities, instruments, or other property pursuant to this paragraph, including any tax liabilities.
13. Event of death
It is agreed that in the event of Customer's death or the death of one of the joint Account holders, the representative of Customer's estate or the survivor or survivors shall immediately give Broker written notice thereof, and Broker may, before or after receiving such notice, take such proceedings, require such papers and inheritance or estate tax waivers, retain such portion of, or restrict transactions in the Account as Broker may deem advisable to protect Broker against any tax, liability, penalty or Loss under any present or future laws or otherwise. Notwithstanding the above, in the event of Customer's death or the death of one of the joint Account holders, all open orders shall be canceled, but Broker shall not be responsible for any action taken on such orders prior to the actual receipt of notice of death. Further, in Broker's discretion it may close out any or all of Customer Accounts without awaiting the appointment of a personal representative for Customer's estate and without demand upon or notice to any such personal representative. The estate of any of Customer Account holders who have died shall be liable and each survivor shall continue to be liable, jointly and severally, to Broker for any net debit balance or Loss in said account in any way resulting from the completion of transactions initiated prior to the receipt by Broker of the written notice of the death of the decedent or incurred in the liquidation of Customer's Account or the adjustment of the interests of the respective parties, and for all other obligations pursuant to this Agreement. Such notice shall not affect Broker's rights under this Agreement to take any action that Broker could have taken if Customer had not died.
14. Tax reporting; Tax withholding
The proceeds of sale transactions and dividends paid will be reported to the Internal Revenue Service ("IRS") in accordance with applicable law. Access to the Brokerage Platform is limited to U.S. persons. Under penalties of perjury, Customer certifies that the taxpayer identification number provided or will provide to Broker (including any taxpayer identification number on any Form W-9 that Customer has provided or will provide to Broker) is Customer's correct taxpayer identification number. Customer certifies that Customer is not subject to backup withholding and is a United States Person (including a U.S. resident alien) as such term is defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended ("U.S. Person"). If a correct Taxpayer Identification Number is not provided to the Broker, Customer understands Customer may be subject to backup withholding tax at the appropriate rate on all dividends, interest and gross proceeds paid to Customer. Backup withholding taxes are sent to the IRS and cannot be refunded by Broker. Customer further understands that if Customer waives tax withholding and fails to pay sufficient estimated taxes to the IRS, Customer may be subject to tax penalties.
15. Intellectual property license
Unless otherwise stated, Broker owns the intellectual property rights associated with the Brokerage Platform. Broker hereby grants to Customer a limited, non-exclusive license for as long as customer holds a Broker account pursuant to this Agreement. The license permits Customer to view, download, screenshot for caching purposes only, and print pages from the Brokerage Platform for Customer's own personal use, subject to the below restrictions. Customer agrees that Customer will not:
a. Republish material from the Brokerage Platform except for content specifically and expressly identified as available for redistribution (such as our newsletter);
b. Sell, rent or sub-license material from the Brokerage Platform;
c. Display any content from the Brokerage Platform in public;
d. Reproduce, duplicate, copy or otherwise exploit material on the Brokerage Platform for commercial purposes;
e. Edit or otherwise modify any material on the Brokerage Platform;
16. Restricted access
When asked to create a password during Customer's use of a website or when opening or creating a brokerage account, Customer must keep this password confidential and must not disclose it or share it with anyone. Customer will be solely responsible for all activities that occur under Customer's password. If Customer knows or suspects that someone else knows Customer's password, Customer should contact Broker immediately. If a Broker has reason to believe that there is likely to be a breach of security or misuse of the Brokerage Platform, Broker may require Customer to change Customer's password or Broker may suspend Customer's use of the Brokerage Platform. If Broker provides Customer with a user ID and password to enable Customer to access restricted areas of the Brokerage Platform, Customer must ensure that that user ID and password is kept confidential.
17. Warranties
Brokers try to ensure that the information contained on the Brokerage Platform and in this agreement is as accurate as possible. However, Broker gives no warranty of any kind regarding the Brokerage Platform and/or any materials provided thereon, nor do we commit to ensuring that the website and or mobile app remains available or that the material on the website or mobile app is kept up-to-date. To the maximum extent permitted by applicable law we exclude all representations, warranties, and conditions relating to this website, mobile app and the use of this website and mobile app (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose, and/or the use of reasonable care and skill). Customer acknowledges that Broker is not responsible and Customer Agrees to not hold Broker liable for the losses caused, directly or indirectly, by conditions beyond Broker's control, including, but not limited to, government restrictions, amendments to exchange or market rules, interruptions of communications or data processing services, market volatility, unusual activity, trading halts, trading restrictions, or disruptions in orderly trading on any exchange or market.
18. No advice
The Brokerage Platform is not intended to provide, nor should they be construed as providing, any investment, tax, or other financial related advice of any kind. Customers should not consider any content on the Brokerage Platform to be a substitute for professional financial advice, unless provided by a registered investment adviser. If Customer chooses to engage in transactions based on content on the Brokerage Platform, then such decision and transactions and any consequences flowing therefrom are Customer's sole responsibility. Brokers do not provide investment advice directly, indirectly, implicitly, or in any manner whatsoever. Customers should use any information gathered from the Brokerage Platform only as a starting point for Customer's own independent research.
19. No investment advisers.
Customer agrees that the Brokerage Platform, in relation to the Brokerage Services, is to be used for informational purposes only. Customers understand that Brokers and its employees and agents are not investment advisers. If Customer makes investment decisions in reliance on information Customer receives in connection with the Brokerage Platform, Customer understands and agrees it does so at Customer's own risk and Broker, its employees, and its agents will not be liable for any losses that Customer may sustain. Customers should not make any investment decision without first conducting its own research. Customer is solely and exclusively responsible for determining whether any investment, or strategy, or any other product or service, is appropriate or suitable for Customer based on Customer's investment objectives and personal and financial situation. Any past performance indicated on the Brokerage Platform is not indicative of future results. Customer should be able and prepared to bear a loss of his or her entire investment.
20. Acknowledgement of risk
Customer acknowledges that Customer bears all risk associated with Customer's orders, regardless if they are placed through the Brokerage Platform, a Broker representative, or any other Brokerage Platform used or provided by Broker for order processing. Customer acknowledges that Customer is solely responsible for all orders (whether successfully entered or attempted to be entered) that are associated with Customer's unique identifiers, including, but not limited to, Customer's Account number, customer identification number, or Customer's unique user login credentials. Customer understands that Broker's acceptance of an order for placement, which includes, but is not limited to, Broker's representatives, Broker Brokerage Platform(s), third party Brokerage Platforms offered by Broker, email, chat, or phone, does not constitute a guarantee of any kind that Customer's order will be placed as all orders are subject to Customer's Account maintaining sufficient margin to support the resulting position. Customer acknowledges that Broker and the Clearing Firm(s) reserve the right to set and/or change, without prior notice to Customer, minimum equity amounts for Customer's Account. Customer hereby acknowledges that Customer is responsible for the following:
a. To be aware of current margin and trading requirements with respect to all trading activity;
b. To meet all initial maintenance margin requirements;
c. To be liable for the losses incurred on all of Customer's trades, regardless of whether sufficient margin was posted at the time the trade was ordered;
21. Force majeure; Access
Customer acknowledges that under no circumstances, including, but not limited to, electronic or mechanical failure, internet system failure or delay, exchange limitations or halts, acts of God, terrorism, extreme market volatility, or any other reason, shall Broker be liable or have direct responsibility to Customer if:
a. Customer is unable to access or use the Brokerage Platform or the Brokerage Services to place an order, view Account information, or otherwise engage in stock, options and/or futures related activities;
b. Any exchange, aggregator, the Clearing Firm, or clearing corporation endures any mechanical, electrical or other failure, delay, interruption, or congestion regardless of whether or not any of the aforementioned results in a failure to maintain an orderly market, execute a transaction, preform clearance, report on cancels or confirm executed and transactions for Customer's Account, or otherwise;
c. Customer acknowledges that Broker is not responsible for providing nor guarantees full and complete access to all electronic markets, and under no circumstances is liable for losses that may result from the inability to access markets due to any aforementioned restrictions or otherwise.
22. Cancellation
Customer acknowledges that it is Customer's sole responsibility to cancel any and all unexecuted day orders that could otherwise normally be executed during regular market hours when access cannot be provided by Broker.
23. Breach of regulation
If Broker believes that execution or attempted execution of any of Customer's orders may breach any Applicable Rules and Regulations including but not limited to SEC, FINRA or any other US Exchange Rules or Firm policies, Broker may, in its sole discretion, delay or refuse to execute any purchase or sale order for Customer's Account at any time. Brokers will notify customers within 30 days of such delay or refusal within 30 days unless prevented by law.
24. Erroneous distributions
Customer agrees to promptly return to Broker any assets erroneously distributed to Customer. In the event that Customer sells a security prior to its ex-dividend/distribution date, and Customer receives the related cash/stock dividend or distribution in error, Customer directs Broker on Customer's behalf to pay such dividend/distribution to the entitled purchaser of the securities Customer sold, and Customer guarantees to promptly reimburse Broker for, or deliver to Broker, said dividend or distribution.
25. Electronic order execution requests and communication.
Customer agrees to the following terms and conditions with respect to all electronic communications in which Customer communicates a request to an agent of Broker and any related information pertaining to such requests:
a. Requests will be processed through the Brokerage Platform only.
b. Customer acknowledges that electronic requests communicated to Broker will be handled on a "best efforts" basis and these options may not always be available.
c. Customer acknowledges Customer's responsibility to protect Customer's sensitive account information as well as Customer's responsibility to routinely monitor Customer's Account information and activity.
d. Customer understands and agrees that system outages may occur that prevent order processing, and that Broker is under no duty to investigate such outages or inform Customer of the reason for such outage or the estimated duration of such outage.
e. Any orders communicated to Broker's Brokerage Platform with Customer's user login information will be considered to have been sent and authorized by Customer.
f. Customer agrees Customer will not transmit securities trade orders to Broker using electronic communications other than those designated by Broker for the express purpose of placing securities orders.
g. Customer agrees that it is Customer's responsibility to promptly notify Broker if Customer receives a trade confirmation for an order that Customer did not place.
h. Broker in its sole discretion, may decline to execute any of Customer's orders for a variety of reasons, including, but not limited to, size of the order, market conditions, violations of Customer's Agreement(s) with Broker, inadequate account equity, insufficient margin, risk considerations, suitability thresholds, Exchange (NYSE, NASDAQ etc.) restrictions or trading halts, and other matters or market conditions that affect trading.
i. Customer agrees that Customer is responsible for the monitoring of all of Customer's orders entered into Broker's Brokerage Platform offerings or via Broker's electronic communication system until such order is accompanied by an official confirmation or cancellation given by Broker.
j. Customer agrees to be bound by the actual order execution transacted on the listed U.S. Exchange that resulted from the entry of Customer's order for Customer's Account.
k. If Broker confirms an account trade or other activity in error and Customer delay reporting such error, Broker reserves the right to remove the trade or activity from Customer's Account or require Customer to accept the trade or activity at Broker's and/or the Clearing Firm's discretion.
l. Customer agrees to provide Broker with Customer's primary email address and physical address to promptly update Customer's Account profile with any changes to Customer's email address or any other relevant information that is pertinent to Customer's Account status and/or our ability to communicate with Customer.
m. Customer agrees to protect Customer's sensitive account information, including, but not limited to, Customer's password, username, and other login credentials.
n. Customers agree to not give Customer's Account login credentials or make them easily accessible to a minor.
26. Customer communication
Customer acknowledges that by accepting this Agreement Customer is consenting to electronic delivery of documents and communications, and Customer authorize Broker and the Clearing Firm(s) to deliver documents and communications by the following means:
a. emailing to the email address specified by Customer and on record with Broker and the Clearing Firm(s);
b. posting a communication on the website or making available, either on Broker's website, mobile app or sent via email, links to other websites (such as the Clearing Firm) on the Internet where the communication can be read and printed;
c. sending Customer an email or other notice that directs Customer to an address on the Internet or a place within the website where the communication is posted and from which it can be read and printed. Customer acknowledges and agrees that as a broker-dealer, Broker is authorized to contact Customers trusted contact person and disclose information about Customer's Account to address possible financial exploitation, to confirm the specifics of Customer's current contact information, health status, or the identity of any legal guardian, executor, trustee, or holder of a power of attorney, or as otherwise permitted by FINRA Rule 2165.
27. Telephone recordings
Customer understands and agrees that any telephone conversation will or may be recorded for accuracy and Customer consent to such recording. Customer acknowledges and understands that not all telephone lines or calls may be recorded by Broker and Broker does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved. Customer understands that Broker may, in its sole and absolute discretion, tape record conversations without further notice or disclosure, without the use of an automatic tone-warning device, and without assuming responsibility to make or retain such tape recordings. Furthermore, Customer acknowledges and agrees that such recordings of telephone conversations may be used by Broker as evidence in any dispute between Customer and Broker. Customer agrees that Customer will not record any telephone conversations with Broker's employees, representatives, officers, directors, partners, or agents without the express written consent of Broker and the consent from any aforementioned Broker employee engaged in the conversation.
28. Oral authorization
Customer agrees that Broker shall be entitled to act upon any oral instructions given by Customer so long as Broker reasonably believes such instruction was actually given by Customer or Customer's authorized agent.
29. Electronic signature
Customer understands that Customer's electronic signature to sign documents is legally binding in the same manner as if Customer manually signed such documents. Additionally, Customer understands that the use of an electronic version of these documents fully satisfies any requirement that they be provided to Customer in writing. Customer understands that when Customer electronically signs a document, Customer is representing that Customer have read, understand, have the ability to access and retain a record of the document, and agree to be bound to the terms and conditions contained thereon. It is the Customer's responsibility to review the Brokerage Platform periodically for changes or modifications.
30. Commissions and fees
Customer agrees to pay Broker's brokerage commissions, transaction, processing, clearing fees, market data fees, other fees, and taxes as they exist from time to time and apply to Customer's Account. Customer acknowledges that Broker reserves the right to change its commissions and fees in its sole discretion separate from any changes that the Clearing Firm(s) makes to its fees. Customer also acknowledges Broker commissions and fees may vary depending on the country of origin of Customer. Broker will make relevant information about such commissions and fees, including any update that the Clearing Firm(s) provides, that is applicable to Broker's Customers' Accounts, available on Broker's website at www.lighthorse.io. Such fees include, without limitation:
a. Broker's fees;
b. fees imposed by exchanges and clearing houses;
c. processing charges;
d. Servicing charges;
e. If Customer's Account is transferred to another broker, a reasonable transfer fee;
31. Physical stock certificates
Broker does not accept physical stock certificates.
32. Losses; Debits.
Customer understands that profit and loss calculations on the trading Brokerage Platform or Customer's Account statements may not include commissions, fees, or other transaction costs, and do not reflect the impact such costs will have on actual results. Customer further understand that Debit balances in Customer's Account may be charged interest in accordance with Broker's current interest rate schedule for debit balances. Customer agrees to pay Broker all reasonable costs and expenses of enforcement or collection of any debit balance or other liabilities, including legal fees.
33. Payment of indebtedness
In the event Customer becomes indebted to Broker in the course of operation of Customer's brokerage account, Customer agrees that Customer will repay such indebtedness upon demand. Customer agrees that if Customer fails to pay the indebtedness within forty-five (45) days of our demand, Broker may close Customer's Account and liquidate any assets in Customer's Account at Broker's discretion in an amount sufficient to pay Customer's indebtedness. As security for any and all liabilities arising in favor of Customer, Customer pledge to Broker a first priority perfected security interest in all property held by Customer in any account maintained by Customer individually, jointly, or in the name of another person or entity. Customer is hereby authorized to make whatever disposition of pledged property Customer may deem appropriate to realize the security afforded by this provision, and Customer will remain liable for any deficiency. Customer further agree that Broker shall be entitled to exercise the rights and remedies, with respect to the pledged property, generally afforded a secured party under the Uniform Commercial Code. The reasonable costs of collection of any debit balance and any unpaid deficiency in Customer's Accounts, including attorney's fees incurred by Broker as a result of Customer's failure to pay Customer's debt, shall be reimbursed by Customer to Light Horse Securities, Inc.
34. Risk regarding certain securities
Certain securities may grant a holder valuable rights that may expire unless a holder takes some action. Such securities include, without limitation, options, warrants, convertible securities, bonds, and securities subject to a rights plan or tender or exchange offer. Customer acknowledges that Customer is responsible for knowing the rights and terms of all securities in Customer's Account. Broker is not obligated to notify Customer of any expiration date or corporate action or take any action on Customer's behalf without specific instructions from Customer. Voluntary corporate actions include, without limitation, tenders, exchange offers, mergers with an election, odd-lot offers, Dutch auctions, and any rights or warrants subscriptions. Customer acknowledges that in order to participate in a voluntary corporation action, Customer must contact Broker and provide participation instructions for the action. Participation instructions will be processed within a minimum of three (3) business days. Customer Agrees to hold Broker harmless if participation instructions are not processed before the Clearing Firm cutoff time and Customer acknowledges that in such instances Broker may not be able to facilitate Customer's participation in the corporate action. Customer acknowledges that Broker reserves the right to reject, at its own discretion, participation instructions in a voluntary corporate action. Customer acknowledges that Broker may, upon receipt of participation instructions, restrict trading in Customer's Account or remove applicable securities from Customer's Account until the corporate action is completed. Customer acknowledges that Customer is responsible for maintaining any assets in Customer's Account necessary to facilitate completion of any voluntary corporate action for which Customer provided participation instructions and Customer is responsible for any positions resulting from participation and trading. Furthermore, Customer acknowledges that Broker or the Clearing Firm(s) may modify Customer's participation instructions to reflect any change in Customer's position in the participating security before the corporate action is completed.
35. Market data risk; Waiver of Liability; Limitation of liability
Customer acknowledges that each participating national securities exchange or securities association asserts a proprietary interest in all of the market data it furnishes to parties that disseminate said data. Customer understands that neither Broker nor any participating national securities exchange or association nor any supplier of market data guarantees the timeliness, sequence, accuracy, completeness, reliability, or content of market information, or messages disseminated to or by any party. Customer understands that neither Broker nor any participating national securities exchange or association nor any supplier of market data warrants that the service will be uninterrupted or error-free. Customer Agrees that Customer's use of Broker's website or any Broker service is at Customer's sole risk. Broker service is provided on an "as is", "as available" basis without warranties of any kind, either express or implied, including, without limitation, those of merchantability and fitness for a particular purpose. Neither Customer nor any other person shall hold any Disseminating Party liable in any way for any inaccuracy, error or delay, or omission of any such data, information or message, or the transmission or delivery of any such data information or message any loss or damage arising from or occasioned by (1) any such inaccuracy, error, delay, or omission, (2) non-performance, or (3) interruption in any such data, information or message, whether due to any negligent act or omission by any Disseminating Party, or to any "force majeure" (e.g., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, or equipment or software malfunction) or other cause beyond the reasonable control of any Disseminating Party.
The Market Data is believed to be reliable, but neither Broker nor Market Data providers ("Market Data Providers") can guarantee the accuracy, completeness, timeliness, or correct sequencing of the market data. Therefore, Customer Agrees that Broker may correct any execution reported to Customer that was based on inaccurate market data, unbeknownst to Broker, provided to Broker by Market Data Providers. Customer understands that Customer is responsible for any corrected price or size of the execution of Customer's order that reflects the actual execution of Customer's order pursuant to the Exchange's rules where Customer's order was routed for execution. Furthermore, Customer Agrees to not hold Broker or Market Data Providers liable for interruptions in the availability of market data or Customer's access to market data. Customer Agrees to hold harmless and indemnify Broker, its officers, directors, employees, agents, and affiliates and those officers, directors, employees, agents, and affiliates of the Market Data Providers from any liability with respect to interruptions in the availability of market data, Customer's access to market data, lost profits, trading losses, or any other damages resulting from inaccurate, defective, or unavailable market data. Neither Customer nor any disseminating party shall be liable, and Customer Agrees to indemnify and hold harmless Broker and such Disseminating Party, for any inaccuracy, error or delay in, or omission of: (1) any such data, information or message, or (2) the transmission or delivery of any such data, information or message; or any loss or damage arising from or occasioned by i) any such inaccuracy, error, delay or omission, ii) nonperformance, or iii) interruption in any such data, information or message, due either to any act or omission by Broker or any Disseminating Party or to any "force majeure" (as defined above) or any other cause beyond the reasonable control of Broker or any Disseminating Party.
36. Margin trading risks
Customer acknowledges that when Customer purchases securities on margin, Customer is borrowing money from the Clearing Firm(s) and pledging all securities and other property in Customer's Account as collateral for the loans. Customer acknowledges that trading securities on margin involves a variety of risks, and Customer Agrees to take full responsibility to advise Broker of any changes in Customer's investment objectives, financial situations, or other circumstances that are, or may be deemed, to materially affect the suitability of executing margin transactions in Customer's Account. Customer hereby acknowledge and agree to the following terms, conditions, and representations if Customer elect to engage in margin transactions in Customer's Account:
a. Customer Agrees to be bound by the terms of Clearing Firm's Customer Margin and Short Account Agreement in addition to the terms contained herein;
b. Customer acknowledges there are applicable rules and regulations regarding margin loans, which include the initial margin and maintenance requirements for margin Accounts as well as regulatory rules such as including but not limited to "Regulation T" that Customer must abide by;
c. Customer acknowledges that Broker reserves the right to impose more stringent margin requirements based on the Exchange or regulatory margin required or higher, which may change from time to time without prior notice to Customer;
d. Customer Agrees to maintain at least $2,000 in minimum equity in order to trade on margin;
e. Customer Agrees to promptly satisfy all margin and maintenance calls;
f. Customer acknowledges that neither Broker nor Apex Clearing are obligated to request additional securities or other property for margin purposes in the event Customer's margin account falls below minimum margin requirements, notify Customer of any such deficiency, or allow Customer time to deposit additional securities or other property;
g. Customer Agrees to pay interest on all debit balances on a non-aggregated basis in Customer's margin Account.
h. Customer acknowledges that interest shall be computed and changed in accordance with Broker's and Apex Clearing's standard methods and procedures. A more detailed description is available upon request.
i. Customer acknowledges and agree to pay any fees associated with short stock borrowing on securities where applicable. Included in these fees are any applicable fees from the Clearing Firm for unexecuted short shares that have been allocated to Customer.
j. Customer Agrees that all securities and other property held, carried or maintained by the Clearing Firm may, at any time and without notice to Customer, be loaned, pledged, re-pledged, hypothecated, or re-hypothecated by the Clearing Firm, either separately or in common with other securities and other property, for any amount due in any Margin Account.
k. Customer acknowledges this may be done without Broker or the Clearing Firm retaining in its possession or under its control for a delivery a like amount of similar securities or other property.
l. Customer acknowledges that if Customer's securities are loaned, pledged or hypothecated, Customer will receive substitute payments in lieu of the dividends Customer would have received had Customer's securities not been loaned, pledged, or hypothecated. The substitute payments do not qualify as dividends and are taxed as ordinary income.
m. Customer acknowledges that Customer have received, read, and understand the statement(s) explaining the conditions under which interest will be charged to the Margin Account, how rates of interest are determined, how debit balances are determined, and the methods of computing interest.
n. Customer acknowledges Customer may contact Broker for documents, statements, and more detailed explanations. Customer acknowledges that there are required disclosures for margin applicable to day trading, which can be found on the Brokerage Platform. Customer Agrees that Customer will read and understand all applicable disclosures before Customer engage in day trading.
37. Low priced securities disclosure
a. Risks
The term "penny stock" generally refers to low-priced (below $5), speculative securities of very small companies. While penny stocks generally are quoted over the counter, such as on the OTC Bulletin Board or in the Pink Sheets, they may also trade on securities exchanges, including foreign securities exchanges. In addition, penny stocks include the securities of certain private companies with no active trading market. Risks. Investing in low-priced securities is speculative and involves considerable risk. Low-priced securities often exhibit high price volatility and erratic market movements. Often, when investors buy or sell these securities, they significantly affect the quoted price. In some cases, the liquidation of a position in a low-priced security may not be possible within a reasonable period of time and is subject to additional fees. It may be difficult to properly value an investment in a low-priced security. Reliable information regarding issuers of low-priced securities, their prospects, or the risks associated with investing in such securities may not be available. Certain issuers of low-priced securities have no obligation to provide information to investors. Some issuers register securities with the Securities and Exchange Commission (SEC) and may provide regular reports to investors. Others however may not be required to maintain such registration or provide such reports. Securities may continue to be traded if issuers are delinquent in their reporting obligation to the SEC or other federal or state regulatory agencies. Penny stocks have not been approved or disapproved by the Securities and Exchange Commission (SEC). The SEC has not passed upon the fairness, the merits, the accuracy or adequacy of the information contained in any prospectus or any other information provided by an issuer or a broker or a dealer of penny stocks. Trading low-priced securities is subject to significant risks, increased regulatory requirements and oversight, and additional fees.
b. Settlement fees for non-DTC eligible securities
For various reasons, certain low-priced securities are not DTC eligible or have had their eligibility revoked. As a result, the settlement of these physical positions can carry significant pass-through charges for the Clearing Firm, including execution fees, DTC fees, deposit fees, New York window fees, and transfer agent fees. These fees, which can vary and may be substantial, increase the cost that the Clearing Firm passes through for clearing and execution. Customers who trade non-DTC eligible securities are responsible for these charges, which may exceed 10 times the value of the trade. Orders that require executions with multiple contra-parties will result in settlement fees for each separate transaction. Neither Broker nor the Clearing Firm mark up any of these fees before they are passed through to customers. These pass-through charges may not be immediately charged to a customer account following a trade in non-DTC eligible securities, as Clearing Firm may not receive notice of such fees until several weeks following the trade. Broker reserves the right to withhold funds in a customer account pending potential assessment of fees associated with trading in low-priced securities. It is Customer's responsibility to investigate the eligibility status of a low-priced security before trading it. It is strongly recommended that Customer contact the specific company whose equity Customer intend to trade to confirm eligibility.
c. Customer acknowledges that any order Customer place for penny stocks was not solicited by Broker and was solely Customer's decision.
38. Minimum opening positions; Worthless Securities
a. Customer must have an approved and enabled margin account in order to open positions in securities under $1.00 in value.
b. Customer acknowledges and agree that Broker may remove a worthless security from my account, including and without limitation to, the following circumstances:
c. Our primary custodian has deemed the security eligible for removal and we have determined, to the best of our ability, that the security has no market value;
d. Transfer agent services are no longer available for the security;
i. There are no known markets for the security; or
ii. If a certificate is requested and Broker is unable to deliver certificates to Customer representing these positions.
e. Customer Agrees to waive any claim to future distribution from the security and agree to indemnify and hold harmless Broker from any claims, liability, or damages resulting from the removal of such security. If Customer provide Broker with evidence that the security is no longer subject to removal from an independent third party within 60 days of receiving Customer's Account statement noting the removal, we will review and, if able, reinstate Customer's position.
39. Payment for order flow
SEC rules require all registered broker-dealers to disclose their policies regarding any "payment for order flow" arrangement in connection with the routing of customer orders. "Payment for order flow" includes, among other things, any monetary payment, service, property, or other benefit that results in remuneration, compensation, or consideration to a broker-dealer from any broker-dealer in return for directing orders. Customer understands that Broker transmits customer orders for execution to various exchanges or market centers based on a number of factors. These include: size of order, trading characteristics of the security, favorable execution prices (including the opportunity for price improvement), access to reliable market data, availability of efficient automated transaction processing and reduced execution costs through price concessions from the market centers. Customer further understand that certain of the exchanges or market centers may execute orders at prices superior to the publicly quoted market in accordance with their rules or practices and that while a customer may specify that an order be directed to a particular market center for execution, the order-routing policies, taking into consideration all of the factors listed above, are designed to result in favorable transaction processing for customers. The nature and source of any payments or credits received by Broker in connection with any specific transactions will be furnished upon written request.
40. Sweep program
Customer acknowledges and agrees that by opening an Account with Light Horse Securities, Inc and maintaining a cash balance in Customer's Account, Customer is providing an instruction to the Broker's Clearing firm, Apex Clearing to sweep the cash balance held in Customer's Account to an interest-bearing FDIC-insured deposit account opened by Apex at a participating bank ("Program Bank"), at no cost to you, by participating in the Apex FDIC-Insured Sweep Program (the "Program") where it will earn interest paid into your Apex Account. A list of current Program Banks is available on Apex's website. Please review the document titled "Apex FDIC-Insured Sweep Program" to learn more about this offering.
41. Anti-money laundering ("AML"); Customer identification program ("CIP")
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. Therefore, when Customer opens an Account, (1) Light Horse will require Customer's name, address, date of birth, and other information that will allow it to identify Customer; (2) Light Horse requires government-issued identification such as a social security number; and (3) Light Horse may also ask to see other identifying documents. Customer agrees it will provide prompt notification to Light Horse of any changes in the information including Customer's name, address, e-mail address and telephone number. Customer further understands that if Customer attempts to access Customer's Account from a jurisdiction subject to certain U.S. sanctions or Customer is ordinarily resident in such a jurisdiction, or if Light Horse reasonably believes that Customer is attempting such access or have become a resident in such a jurisdiction, Broker may restrict Customer from accessing its Account, and any pending orders may be cancelled. If this happens, Customer understands that Customer should contact support@lighthorse.io, and that Customer may be asked to provide supplemental information as part of this process. Customer further understands that Customer must close Customer's Account before establishing residency in any jurisdiction subject to U.S. sanctions.
42. Other customer information required
Light Horse currently does not open accounts for corporations, partnership, trusts, or other legal entities. Rules set forth by the U.S. Department of Treasury, SEC, and FINRA may require Light Horse to collect additional information such as Customer's net worth, annual income, occupation, employment information, investment experience, investment objectives, and risk tolerance. In addition, account holders must certify to the best of their knowledge as to the accuracy of the information. Light Horse reserves the right to reject any account application and/or to reject any transactions for existing account holders if such account holder's identity cannot be verified at any time. If Customer has an existing account, Light Horse reserves the right to close the account at any point in time if Customer's identity cannot be verified as part of Broker's ongoing effort to prevent fraud.
43. Fully paid security lending
Broker offers Customer an opportunity to earn incremental income on Customer's portfolio's eligible stock positions. Broker will lend out certain fully paid or excess margin securities in Customer's Account, Customer will receive a share of the interest Broker earns each day. Customer is automatically enrolled in this program as a new client if Customer meets the following criteria, a net worth and annual income of at least $50,000, at least 1 year of equity trading experience and accept the terms of the Apex MSLA as well as read and understand the related disclosures. Customer may opt out of the program at any time by emailing support@lighthorse.io.
44. Fractional share trading
Light Horse fractional share trading functionality allows Customers to buy and sell fractional share quantities and dollar amounts of certain securities ("Fractional Trading"). Fractional Trading presents unique risks and has certain limitations that Customer should understand before engaging in such activity.
Customer understands that Light Horse will execute all orders that include fractional shares ("Fractional Orders") on a principal basis. Customer understands that Customer may only submit Fractional Orders for national exchange-listed securities ("NMS Securities"). Customer further understands that there will be a minimum dollar amount of $5.00 USD and Broker will not accept purchases less than $5.00 USD. Proceeds from the sale of any whole or fractional share, less any fees, will be rounded to the nearest $0.01.
Once a Fractional Order is executed, Light Horse will promptly allocate Customer's fractional share interest to the Account. When a fractional share interest is allocated to Customer's Account, the whole share is actually held by the Clearing Firm with the respective fractional interest allocated to Customer by the Clearing Firm. The fractional share interest in the whole share not allocated to Customer Account is allocated to the Clearing Firm as principal.
All Fractional Orders placed outside of regular trading hours, either before or after such hours on a particular trading day, will be queued and executed upon market open on that trading day or the next trading day, as applicable.
Customer understands that Light Horse only accepts market orders for fractional shares at this time and does not permit limit orders for fractional shares. Customer understands that fractional shares in Customer Account (i) are unmarketable, and illiquid outside Customer's Account, (ii) are not transferable in-kind, and (iii) may only be liquidated and the proceeds transferred out via a wire transfer. Customer acknowledges that, subject to applicable requirements, Broker may report holdings and transactions in the Account in terms of either U.S. dollars, shares, or both.
FRACTIONAL SHARE INTERESTS IN NMS SECURITIES GENERALLY HAVE DIFFERENT RIGHTS FROM FULL SHARE INTERESTS, OF THE SAME NMS SECURITY. CUSTOMER AGREES TO REVIEW AND UNDERSTAND THE FOLLOWING INFORMATION REGARDING FRACTIONAL SHARE INTERESTS.
Fractional share positions cannot be transferred or certificated. The Automated Customer Account Transfer System ("ACATS") does not support fractional share positions. If Customer wants to transfer an Account or specific share positions within an Account to another broker, Customer must sell fractional positions and transfer the cash proceeds.
Customer hereby directs Clearing Firm not to vote or take any discretionary or voluntary action with respect to any fractional share position. Furthermore, Customer acknowledges that it cannot vote or take any discretionary or voluntary action with respect to any fractional share position. Accordingly, while Broker may notify Customer of issuer meetings, Broker will not solicit proxies in connection with fractional share positions, and Customer cannot vote proxies for fractional share positions. Fractional shareholders will not be able to provide instructions in connection with voluntary corporate actions (e.g. tenders), except for optional dividends; and Broker will not vote proxies for any fractional shares it holds as principal and will not affirmatively participate in any voluntary corporate actions.
In the case of a dividend paid on, or a redemption of, an NMS Security, the dividend or redemption proceeds will be passed along to Customer in proportion to its ownership interest, inclusive of fractional share interests. For mandatory reorganizations, such as mergers and acquisitions, or other involuntary corporate actions, such as stock splits or stock dividends, typically Broker will distribute interests in proportion to Customer's ownership interest, inclusive of fractional share interests. Because of the unpredictable nature of corporate actions, there may be situations that arise that are not described. Generally, these situations will be handled in accordance with the above concepts applicable to dividends and reorganizations. Interests will be divided and distributed where possible in proportion to Customer's ownership interest. However, the foregoing notwithstanding, these situations are in all cases subject to the terms contained in the materials prepared by the issuer describing the corporate action, as well as Broker's applicable policies and procedures, which may result in a different outcome from what is described above.
45. Arbitration clause
This Agreement contains a pre-dispute arbitration clause. By signing the Agreement, Customer Agrees as follows:
a. All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed;
b. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited;
c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings;
d. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date;
e. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry;
f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court;
g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement;
h. Any controversy or claim arising out of or relating to this Agreement, any other agreement between Customer and Broker, any Account(s) established hereunder, any transaction therein, shall be settled by arbitration in accordance with the rules of FINRA Dispute Resolution, Inc. ("FINRA DR");
i. Customer Agrees to arbitrate any controversy or claim before FINRA DR in the State of New York.
j. This agreement to arbitrate constitutes a waiver of the right to seek a judicial forum unless such a waiver would be void under the federal securities laws;
k. If I am a foreign national, non-resident alien, or if I do not reside in the United States, I agree to waive my right to file an action against Broker in any foreign venue;
l. 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) Customer is excluded from the class by the court;
m. Face-to-face arbitration proceedings held pursuant to this Agreement shall be conducted in New York City, New York;
n. The substantially prevailing party shall be entitled to recover their attorneys' fees and costs;
o. The arbitrator(s) shall determine the rights and obligations of the parties according to the substantive law of the State of New York and the express terms of this Agreement;
p. Forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
46. Severability
If any court, arbitration panel, other tribunal, regulatory or self-regulatory agency or body, shall deem any provision or condition of this Agreement invalid or unenforceable, such invalidity or unenforceability shall adhere only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected and this Agreement shall be carried out as if any such invalid or unenforceable provision or conditions were not contained herein.
47. Scope and transferability
This Agreement shall cover individually and collectively all accounts which Customer may open or reopen with Light Horse or accounts opened with Light Horse that Customer guarantee and shall insure to the benefit of Broker's successors whether by merger, consolidation or otherwise, and assigns, and Light Horse may transfer Customer's Accounts to Broker's successors and assigns, and this agreement shall be binding upon Customer's heirs, executors, administrators, successors, and assigns.
48. Amendment
Light Horse may at any time amend this Agreement without prior notice to Customer. The current version of the Agreement will be posted on the Brokerage Platform and Customer Agrees that Customer's continued Account activity after such amendment constitutes Customer's agreement to be bound by all then-in-effect amendments to the Agreement, regardless of whether Customer has actually reviewed them. Continued use of the Brokerage Platform or Brokerage Services after such posting will constitute my acknowledgment and acceptance of such amendment. Customer agrees to regularly consult the Brokerage Platform for up-to-date information about Brokerage Services and any modifications to this Agreement. Broker is not bound by any verbal statements that seek to amend the Agreement.
49. International customers
The Brokerage Services described on the Brokerage Platform are only offered in jurisdictions where they may be legally offered. Not all securities, products, or services are available in all countries, and nothing on this website constitutes an offer or solicitation of these securities, products, or services in any jurisdiction where Light Horse is not permitted to do business in. Customer understands that Light Horse products and services are intended for both U.S. customers and international customers but are not offered or available in all countries. Customers may find out more by contacting support@lighthorse.io or visiting the Brokerage Platform.
50. Ancillary agreements and documents
Customer agrees and understands that other specific agreements, disclosures, terms and conditions apply to Customer's use of the Brokerage Platform and Customer's brokerage account. It is Customer's continuing obligation to understand such additional terms and conditions, and Customer Agrees to be bound by such terms as are in effect at the time of Customer's use. Such agreements, disclosures, terms and conditions may include, but are not limited to:
a. Margin Agreement
b. Margin Disclosure Statement
c. Day Trading Disclosure Statement
d. Privacy Policy
e. Day Trading Disclosure
f. Extended Hours Trading Disclosure
g. Terms and Conditions
51. Entire agreement
This agreement and all other agreements governing Customer's Broker accounts contain the entire understanding between Customer, Light Horse Securities, Inc, and Apex Clearing with respect to the subject matter hereof and thereof, and shall not be modified by Customer except in writing signed by Customer and an authorized Officer of Light Horse or Apex Clearing. Light Horse may amend this Agreement, which amendment shall be binding on Customer, and post the updated version on its website. Any material change will be sent to Customer's attention via electronic delivery.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS RECEIVED, READ, UNDERSTANDS AND AGREES TO THE TERMS SET FORTH IN THE FOREGOING AGREEMENT, AND THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE.