This Customer Account Agreement (the “Agreement”) sets forth the respective rights and obligations of VF Securities (the “Introducing Broker”) and the Clearing Broker Dealer, DriveWealth, LLC (“DriveWealth), and the customer(s) identified on the New Account Application (the “Customer”), in connection with the Customer’s brokerage account with the Introducing Broker (“the Account”). The Customer hereby agrees as follows with respect to the Account, which the Customer has established with the Introducing Broker for the purchase, sale or carrying of securities or contracts relating thereto and/or the borrowing of funds, which transactions are cleared through DriveWealth. To help the government fight the funding of terrorism and money laundering, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. In order to open an account, the Customer will provide information that will allow VF Securities and DriveWealth to identify the Customer including, but not limited to, the Customer’s name, address, date of birth, and the Customer’s driver’s license, passport, or other identifying documents.
1. Applicable Rules and Regulations.
All transactions for the Account shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market and its clearing house, if any, upon which such transactions are executed, except as otherwise specifically provided in this Agreement.
2. Definitions and Relationships.
“Account” means each brokerage account you open with VF Securities which you maintain an interest in. VF Securities has entered into a clearing agreement with DriveWealth whereby VF Securities will introduce your Account to DriveWealth, and DriveWealth will clear all transactions, on a fully-disclosed basis. You understand that DriveWealth carries your Account and is responsible for the clearing and bookkeeping of transactions. You agree that until receipt of written notice from you to the contrary, DriveWealth may accept from VF Securities, without inquiry or investigation, (i) orders for the purchase or sale of securities for your Account, (ii) any other instructions concerning your Account or any securities or other assets in your Account, or (iii) any instructions for the purchase of securities or other property on margin, if you have a Margin Account. DriveWealth shall look solely to VF Securities unless otherwise directed by VF Securities, and not to you, with respect to any such orders or instructions; except that DriveWealth will deliver confirmations, statements, and all written or other notices with respect to an Account directly to you with copies to or made available to VF Securities, and that DriveWealth will look directly to you or VF Securities for delivery of margin (if applicable), payment, or securities. You agree to hold DriveWealth and VF Securities harmless from and against any Losses arising in connection with the delivery or receipt of any such communication(s), provided DriveWealth and VF Securities have acted in accordance with the above. Furthermore, VF Securities has a relationship with Vested Finance Inc. whereby Vested Finance Inc. refers customers to VF Securities, who acts as the introducing broker-dealer.
“Affiliates” means any entity from time to time directly or indirectly controlling, controlled by, or under common control with a party.
“Applicable Law” means all applicable federal and state laws, rules and regulations, the rules of any self-regulatory organization, including but not limited to, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the U.S. Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), and the constitution, rules, regulations, customs and usages of the exchanges, markets and clearing agencies where Transactions are executed, cleared and settled for your Account.
“DriveWealth Platform” means such technology owned, operated, or made available by DriveWealth or an Affiliate of DriveWealth to enable brokerage services in your Account.
“Vested Platform” means such technology owned, operated, or made available by VF Securities or an Affiliate of VF Securities to enable brokerage services in your Account.
“Effective Date” shall be the date of this Customer Account Agreement as stated above.
“Introducing Broker” means the organization serving as your broker. Your Introducing Broker, VF Securities, is responsible for receiving your instruction to buy and sell securities and transmitting that instruction to DriveWealth.
“Investment Advisor” or “Advisor” means the individual or organization serving as your registered investment advisor or separate account manager. Your Investment Advisor, Vested Finance, is responsible for managing your Account(s) and has the responsibility for determining the appropriateness of advisory fees charged to your Account(s).
“Party” or “Parties” refers to You, Vested Finance, Vested Securities, and DriveWealth, LLC and its Affiliates.
“Securities and Other Assets” includes, but is not limited to, any money, securities, and other property which may be held in your Account.
“Obligations” means all indebtedness, debit balances, liabilities or other obligations of any kind of the Customer to you, whether now existing or hereafter arising.
“Transaction” means the investment decisions as it relates to your Account including decisions to buy and sell securities. DriveWealth conducts Transactions in your Account as instructed by you and/or your Introducing Broker or Investment Advisor.
“You” or “you” and “Your” or “your” are the Account Holder(s). Account Holder(s) may be one or more individuals.
2.1 Investment Objective and Risk Tolerance Definitions.
“Capital Preservation” or “Conservative” or “Low” risk tolerance – a conservative investment strategy characterized by a desire to avoid risk of loss.
“Income” – strategy focused on current income rather than capital appreciation.
“Moderate” risk tolerance – characterized by a balanced approach for growth and volatilities.
“Growth” or “Aggressive” or “High” risk tolerance – investing in stocks with strong earnings and/or revenue growth or potential. This is characterized by comfort in accepting higher volatilities to achieve higher returns.
“Speculation” – taking larger risks, usually by frequent trading, with hope of higher than-average gain.
All strategies involve various types and levels of risk, the most common of which are market, credit, inflation, business and interest rate.
3. Applicable Law.
All Transactions in your Account shall be subject to Applicable Laws. In no event will VF Securities be obligated to effect any transaction or provide any service or take any action that it believes would or might violate or be contrary to any applicable laws.
4. Customer Representations and Responsibilities.
4.1. Information Accuracy.
Where you provide VF Securities with any information in any form from time to time in connection with your Account or your application for an Account or any services, you represent and warrant that such information is complete, true, accurate, and correct. You acknowledge that knowingly giving false information for the purpose of inducing VF Securities to extend credit (if applicable) is a federal crime.
If any information that you have provided to VF Securities changes, you agree to promptly notify VF Securities of such changes in writing within ten days. You agree that this Agreement, the account application, and any other document you furnish in connection with your Account is VF Securities’ property.
4.2 You represent and warrant that:
- You are at least 18 years old and are of legal age in the jurisdiction in which you live and you are authorized to enter into this Agreement.
- you have supplied accurate information in your Account application.
- you are not
- An employee of, or affiliated with any national securities exchange or the FINRA, another member firm of a national securities exchange or the FINRA, or a bank, trust company or insurance company, or
- A director, 10% beneficial shareholder, policy-making officer, or otherwise an affiliate (as that term is defined in Rule 144 under the Securities Act of 1933) of a publicly traded-company, unless you have notified VF Securities to that effect, and that you will promptly notify VF Securities if you become so employed or affiliated. VF Securities reserves the right to close your Account at any time for any reason whatsoever.
You acknowledge and 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. You are solely responsible for all investment decisions associated with your Account including any risks in connection with the purchase or sale of securities (which includes the risk of loss).
4.4. Account Defaults.
Your Account comes with many defaulted service instructions features and preferences. You understand that you are not required to use these defaulted options or preferences and that once your Account is approved and opened, you have the sole discretion to control and adjust such defaulted service preferences that relate to your account.
4.5. Knowledge of Account.
You are solely responsible for knowing the rights and terms for all securities purchased, sold and maintained in your Account including mergers, reorganizations, stock splits, name changes or symbol changes, dividends, option symbols, and option deliverables. Certain securities – including bonds, convertible securities, warrants, stock rights and securities subject to exchange offers or tenders – may grant you valuable rights that may expire unless you take specific action, and you are solely responsible for knowing all expiration dates, redemption dates, and the circumstances under which rights associated with your securities or Property may expire or be called, cancelled, or modified.
VF Securities may, but is not obligated to, notify you of any upcoming expiration or redemption dates, or take any action on your behalf without specific instructions, except as required by law and the rules of regulatory authorities.
4.6. Review of Confirmations and Statements.
You agree that it is your responsibility to review order execution confirmations and statements of your Account promptly upon receipt. These documents will be considered binding on you unless you notify us of an objection within two days from the date confirmations are sent or within ten days after Account statements are sent. Such objection may be oral or in writing, but any oral objection must be immediately confirmed in writing. In all cases, VF Securities reserves the right to determine the validity of your objection. If you object to a transaction for any reason, you understand and agree that you are obligated to take action to limit any losses that may result from such transaction and that you will bear sole responsibility for any losses relating to the transaction, even if your objection to the transaction is ultimately determined to be valid. Nothing in this clause shall limit your other responsibilities in this Agreement.
4.7. Orders and instructions.
Any instruction or order given for your Account, including via the Platform or using your Account username or password, will be treated as being from you and fully authorized by you. You agree that VF Securities shall be entitled (but not required) to act upon any oral instructions given by you so long as VF Securities reasonably believes such instruction was actually given by you. You instruct and authorize VF Securities to rely on such instruction or order without further inquiry, and agree that VF Securities will not be liable for doing so.
You agree not to allow any person access to your Account, your Account username or password, or permit any other person to give orders or instructions on your Account to VF Securities, without the prior consent of VF Securities. If any other person has access to your Account, your Device, your Account username or password, that is solely at your own risk. VF Securities may execute your orders on any exchange or market, unless you specifically instruct VF Securities to the contrary. VF Securities reserves the right to require full payment in cleared funds prior to the acceptance of any order. You agree to pay for purchases immediately or on VF Securities’ demand. In the event that you fail to provide sufficient funds, VF Securities may, at its option and without notice, (i) charge a reasonable rate of interest, (ii) liquidate the Property subject of the buy order, or (iii) sell other Property owned by you and held in your Account. VF Securities may also charge any consequential Loss to your Account. “Property” includes all monies, securities, contracts, investments, and options, whether for present or future delivery, and all related distributions, proceeds, products, and accessions.
4.8. Assistance by VF Securities.
On your request, VF Securities may provide support you understand that when you request support, help, or assistance from VF Securities in any form orally, electronically, or in writing (each, a “Support Request”) in using the Platform, any of VF Securities services, any investment tools available on the Platform, or any other information or thing or service provided by VF Securities, that Support Request and assistance provided relating to it will be limited to functional or operational explanation or assistance and, if requested by you, to the entry or correction by VF Securities or its Representatives of information or variables provided by you, and that such assistance and any communication from VF Securities or its Representatives in connection with a Support Request does not constitute investment advice, an opinion with respect to the suitability of any transaction, or solicitation of any orders.
4.9. No Advice.
You understand that VF Securities does not provide any advice to you, and in particular VF Securities does not provide any tax, legal, financial, taxation, or accounting advice. You are encouraged to consult your own tax advisor or attorney.
4.10. Discontinuation of Services.
You understand that VF Securities may discontinue your Account or any services related to your Account immediately by providing written notice to you.
VF Securities will not tolerate any foul or abusive language, physical violence, threatening behavior, or other inappropriate conduct directed toward VF Securities, or its or its Affiliates’ officers, employees, contractors, or customers. Any such behavior, as determined by VF Securities in its sole discretion, may result in the discontinuation of your Account.
If VF Securities discontinues your Account or any services related to your Account, you agree that VF Securities is authorized to (i) liquidate any Property in your Account and send you any net proceeds (after satisfying any Obligations), and (ii) close your Account. This is without limitation to VF Securities’ other rights under this Agreement or otherwise. “Obligations” includes all indebtedness, debit balances, liabilities, or other obligations of any kind of you to VF Securities, whether now existing or hereafter arising.
VF Securities will not be responsible for any Losses caused by VF Securities discontinuing your Account or any services, or any liquidation of your Property, or closure of your Account, including any tax liabilities.
4.11. No Business Use.
You may only use the Platform for your own personal, non-business, non-commercial use.
4.12. Promotions Programs.
You agree to the terms or conditions of any VF Securities promotions programs that you participate in, including but not limited to the Customer Referral Program. You understand that any such promotions may have significant limitations on eligibility or rewards.
4.13. Third Party Authorized Representatives.
You agree not to allow any person access to your Account, or your Account username or password, or permit any other person to give orders or instructions on your Account to VF Securities, without the prior consent of VF Securities.
VF Securities may in its discretion from time to time permit you to appoint your duly Authorized representative or agent to act on your behalf with respect to your Account (your “Third Party Authorized Representative”), subject to any conditions that VF Securities may require. You are solely responsible for any risks associated with your Third Party Authorized Representative, including any actions, decisions, or conduct of your Third Party Authorized Representative. You instruct VF Securities to treat any order or instruction from your Third Party Authorized Representative as if that order or instruction was directly from you for the purposes of this Agreement, and to assume that such order and instruction is valid and authorized without further inquiry. VF Securities is not responsible for determining and will not determine whether any Third Party Authorized Representative has authority to perform any actions generally or specifically with respect to your Account or your Property, and does not determine the validity of your Third Party Authorized Representative’s status or capacity. You will be bound by any order or instruction given by your Third Party Authorized Representative, and irrevocably ratify any action taken by your Third Party Authorized Representative connected with your Account.
4.14. Cash Account; No Extension of Credit; No Pattern Day Trading
All Investing Accounts will be opened as cash account.
As a holder of a cash account, you may not engage in “pattern day trading”. Pattern day trading occurs when you initiate four or more day trades within five business days, provided the number of day trades are more than six percent of your total number of trades for that same five-day period. A day trade occurs when you buy and sell, or sell and buy, the same security on the same day. Engaging in pattern day trading may result in suspension, deactivation, or closure of your Investing Account. We may institute trade restrictions to prevent pattern day trading at any time without notice to you. As a result, you may be restricted from purchasing or selling securities on a particular day or time that you intend.
5. Services Provided by VF Securities.
As your Introducing Broker, VF Securities has entered into an agreement with Vested Finance as your Investment Advisor and DriveWealth in which DriveWealth is the clearing agent for securities Transactions in your Account and carries your Account. You agree that DriveWealth and its Affiliates may provide clearing, execution, and brokerage-related services to you.
In certain instances, both VF Securities may rely on third-party vendor(s) for the performance of certain outsourced functions; however, VF Securities will remain responsible for supervising and ensuring that all outsourced functions are provided in accordance with applicable U.S. securities laws and regulations.
You understand and acknowledge that VF Securities provides no tax, legal, or investment advice of any kind, nor does VF Securities give advice or offer opinions with respect to the nature, potential value, or suitability of any securities Transaction or investment strategy in your Account. You will not hold, nor seek to hold, VF Securities or any of its officers, directors, employees, agents, subsidiaries or Affiliates liable for any trading or other investment losses incurred in your Account.
6. Account Security.
In order to set up and access your Account, you will be required to create or will be given security details, including an Account username and password. You are solely responsible for monitoring and safeguarding your Account and access to your Account. You are solely responsible for keeping your Account username, password, your security PIN, and other Account details safe, and for the safety and security of any electronic devices through which you access your Account (which may include your phone, tablet, computer, or any similar device) (a “Device”). This includes taking all reasonable steps to avoid the loss, theft, or misuse of such Device, for instance engaging available protections provided by your Device, such as passcodes, biometric login (such as via a fingerprint or a face-scan), or similar, and keeping your Account username, password, PIN, and other Account details safe and secret at all times. Any loss or compromise of your Device, your email account, your Account username or password, your PIN, or other security details, may result in unauthorized access to your Account by third parties.
You agree to immediately notify VF Securities or Vested Finance immediately and in any event within 24 hours if you become aware of: (i) any loss, theft, or unauthorized use of your Account, Account username or password, your PIN; (ii) any failure by you to receive any Account communication such as confirmation of an order or a statement; (iii) any receipt by you of an Account communication that you do not recognize such as a confirmation of an order that you did not place; (iv) any inaccurate information in or relating to your orders, trades, margin status, Account balances, deposits, withdrawals, securities positions or transaction history; (v) any receipt by you of a security notification concerning your Account that notifies you of an event or action that you do not recognize; or (vi) any other unauthorized use or access of your Account. Each of the events described in (i)-(vi) of this clause will be a “Potential Fraudulent Event”.
If VF Securities reasonably believes that your Account has been compromised due to a cyber security incident, we reserve the right to take immediate action to protect your Account and the VF Securities Platform. You agree that we may directly contact you and/or DriveWealth or Vested Finance in such situations to inform you and/or your DriveWealth or Vested Finance about the nature of the incident and the steps taken to protect your Account.
Upon request by VF Securities, you agree to report any Potential Fraudulent Event promptly to legal authorities and provide VF Securities a copy of any report prepared by such legal authorities. You agree to cooperate fully with the legal authorities and VF Securities in any investigation of any Potential Fraudulent Event, and to complete any required affidavits promptly, accurately, and thoroughly. You agree to assist VF Securities’ investigation of any Potential Fraudulent Event. You acknowledge that if you fail to do any of these things, you may encounter delays in regaining access to the funds in your Account. You agree to indemnify and hold VF Securities, its Affiliates, and their respective officers, directors, and employees harmless from and against any Losses arising out of or relating to any Potential Fraudulent Event.
You understand that, pursuant to FINRA regulations, VF Securities is authorized to contact the “Trusted Contact Person” (as defined by FINRA Rule 4512) designated for your Account and to disclose information about your account to address possible financial exploitation, to confirm the specifics of your 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 Rule 2165.
7. Information Collected by VF Securities to Open or Maintain an Account.
You are requesting that VF Securities open Account(s) at DriveWealth on a fully disclosed basis in the names listed as Account Holders to this agreement. By making such request you authorize VF Securities to obtain, verify, and record information on all Account Holders. As a condition of establishing an Account at VF Securities and DriveWealth, we will ask for your name, address, date of birth and other information, such as your driver’s license or other identifying documents, that will reasonably allow us to identify you. You authorize VF Securities to share such information and any other confidential information VF Securities may have about you or your Accounts amongst its Affiliates and third-party vendors only as necessary to service your Account and to verify your information. This is necessary as Federal law requires all financial institutions obtain, verify, and record information that identifies each person who opens an account to help the government better detect the funding of terrorism and money laundering activities.
From time to time, VF Securities may ask you to confirm or re-verify your identity or may require that you provide certain additional documents. You understand that VF Securities may take steps to verify the accuracy of the information you provide to VF Securities relating to your Account in your application or otherwise. You authorize VF Securities or its agents or third-party vendors to contact any person or firm noted therein or in any other information you may provide to VF Securities from time to time, or any other normal sources of debit or credit information and other similar databases, and authorize any such person or entity to furnish such information about you as may be requested or required by VF Securities. You acknowledge that VF Securities may restrict your access to your Account pending such verification. You will provide prompt notification to VF Securities of any changes in the information including your name, address, e-mail address, and telephone number. You authorize VF Securities to obtain reports and provide information to others concerning your creditworthiness and business conduct. VF Securities may retain this Agreement, the Account application, and all other such documents and their respective records at its sole discretion.
You acknowledge that if you attempt to access your Account from a jurisdiction subject to certain U.S. sanctions or if you are ordinarily resident in such a jurisdiction, or if VF Securities believes that you are attempting such access or have become a resident in such a jurisdiction, VF Securities may restrict your Account, and any pending orders may be cancelled. VF Securities is not liable for any Losses, including any trading losses, that you may suffer as a result. You agree that you will notify VF Securities and close your Account before establishing residency in any jurisdiction subject to U.S. sanctions.
9. Erroneous Distributions.
You agree to promptly return to VF Securities any assets erroneously distributed to you. In the event that you sell a security prior to its ex-dividend/distribution date, and you receive the related cash/stock dividend or distribution in error, you irrevocably direct VF Securities on your behalf to pay such dividend/distribution to the entitled purchaser of the securities, and guarantee to promptly reimburse VF Securities for, or deliver to VF Securities, said dividend or distribution.
10. Inactive Accounts and Abandoned Property.
10.1. Inactive Account Fee.
If your Account has not initiated any trading activity during a consecutive twelve-month period, we may consider your Account to be “inactive” and may assess a monthly inactive account fee for continued safekeeping of your Account.
10.2. Abandoned Property.
During the period that your Account is “inactive” we will continue to make a diligent effort to locate you based on the contact information that you provided to us. If your Account continues to remain inactive for an extended period of time and there continues to be no contact from you, your Account may be considered “abandoned” or “unclaimed” property pursuant to state law. If such determination is made, we will report your Account to the state and it will be subject to the state’s escheatment process, whereby the state becomes the owner of the Account.
We may provide or make available to you certain content or information which may include news, articles, commentary, research, links to outside websites, and other information accessible through the Platform (such content or information, “Content”). Content may be prepared by third parties and independent external providers not affiliated with VF Securities (“Providers”) or by affiliates of VF Securities. If we provide or make Content available to you, this does not grant you any rights over or in that Content. You may not and agree that you will not reproduce, sell, market, distribute, or otherwise commercially use the Content in any matter. VF Securities may terminate your access to the Content at any time.
Content is provided or made available to you on an “as is” and on an “as available” basis and should not be considered as any form of advice or recommendation for you or your Account, or a recommendation by VF Securities to buy or sell any securities or to engage in any investment strategy. Your use of any Content is at your own risk. We do not make any warranty of any kind, express or implied, regarding the Content or the accuracy, completeness, timeliness, or otherwise of the Content. VF Securities does not produce or provide first-party research providing specific investment strategies such as buy, sell, or hold recommendations, first-party ratings, or price targets. To the extent any Content is prepared by VF Securities or its associated persons or affiliates and made available via that Platform or by other means, that Content is intended for informational and educational purposes only and does not constitute either research or a recommendation to enter into any securities transactions or to engage in any investment strategies.
Any views expressed in any third-party Content are not the views of VF Securities. VF Securities is not responsible for any third-party website or anything contained on or connected with any third-party website.
12. Internet Communications.
VF Securities will take measures that it believes appropriate to protect the confidentiality of information that it transmits to you over the Internet. You acknowledge, however, that the Internet is not a secure network and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. You acknowledge that you should not transmit any personal or identifying information (such as account numbers, credit or debit card numbers, Social Security numbers, Tax ID numbers, passport or visa numbers or Passwords) via the Internet unless you are certain that the transmission will be secure and encrypted. You further acknowledge that VF Securities may be unable to assist you with problems that result from difficulties that you may encounter while logging on to or accessing your electronic communications via the Internet.
13. Consent to Electronic Delivery of Communications and Regulatory Information.
As a condition of your eligibility to establish an Account at VF Securities you consent to delivery of trade confirmations, account statements, prospectuses, issuer information, semiannual reports, proxy statements, ballots, information regarding voluntary and involuntary corporate actions, other shareholder materials, and other documents (collectively, “Materials”) by electronic means such as electronic mail, through websites, or in-application delivery of your online Account. You consent to VF Securities’ use of electronic delivery and acknowledge that you have the means necessary to access such communications. Your consent to electronic delivery of the Materials extends to all information required to be delivered to you by us, by issuers of the securities you are invested in, and by other third parties that VF Securities may utilize to assist in the performance of its obligations (“Third Party Service Providers”). You agree that when we send these electronic notices to you or they are posted to a website or delivered in-application, including on or via any Introducing Broker or Investment Adviser website or application, that they constitute delivery to you of such Materials even if you do not actually access the information or documents. You understand that you will be deemed to have received certain Materials (such as prospectuses and other Materials that do not contain personal financial information) when they are posted to a publicly available website. This consent will be effective immediately and will remain in effect unless revoked by us or by you. You may revoke this consent to electronic delivery at any time by providing written notice to us at email@example.com. However, we reserve the right to terminate your Account or, in certain instances, charge you a service charge if you ask VF Securities or applicable Third Party Service Providers for paper copies of Materials. We may also restrict, revoke or terminate your access to the services, eliminate product features, or terminate any agreement with you in accordance with the provisions of that agreement. Termination or other restriction of your Account may result in termination or significant restriction in your ability to use the services provided to you by an Introducing Broker or Investment Adviser. Any revocation of your consent to the electronic delivery methods described herein will take effect on a date determined by us, which will be communicated to you in writing to the email address you have on record. You further agree that any revocation or suspension of your consent to this Agreement, your request for paper copies, or our delivery of any paper copies will not imply that the previous electronic delivery or signature of documents pursuant to this Agreement did not constitute good and effective delivery, as applicable, or otherwise revoke your consent to any agreement or any term thereof.
14. Communications with VF Securities.
You agree that VF Securities may designate the manner in which you must send different types of communications (including changes in your contact information) to VF Securities and the addresses to be used for that purpose. VF Securities need not act upon any communications transmitted in a manner inconsistent with such designations, and VF Securities shall be permitted a reasonable amount of time, as appropriate under the circumstances, to act in response to any communications if it elects to do so. VF Securities will have no liability for relying on any directions from, or document signed by, any person that VF Securities reasonably believes to be you or to be authorized by you to give the direction or sign the document, whether or not the person has the authority to do so.
15. Review of Materials.
You agree to timely review all Materials sent to you and to promptly notify VF Securities at firstname.lastname@example.org if you believe there is an error in any Material sent to you with respect to your Account. You understand and agree that trade confirmations and account statements of your Account shall be binding if you do not object, in writing, within three (3) calendar days in the case of trade confirmations, and ten (10) days in the case of account statements, after transmittal to you by electronic delivery or otherwise.
16. Restrictions on Trading, Deposits, Withdrawals and Use of Services.
You understand that VF Securities may at any time, at its sole discretion and without prior notice to you: (i) prohibit or restrict your access to the use of the Platform or related services; (ii) restrict your ability to deposit or withdrawal funds, or trade securities in your Account, or (iii) terminate your Account. The closing of your Account will not affect the rights or obligations of either party incurred prior to the date your Account is closed.
VF Securities may restrict your Account from withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or if VF Securities receives reasonable notice that ownership of some or all of the assets in your Account are in dispute. You will not hold VF Securities liable for any loss that you may incur due to VF Securities’ refusal to permit any deposit, withdrawal or transaction.
In the event of a breach or default by you under this Agreement, VF Securities shall have all rights and remedies available to a secured creditor under all applicable laws and in addition to the rights and remedies provided herein.
17. Waiver; Limitation of Liability; Indemnification.
You agree that your use of the Platform or any other service provided by VF Securities or its Affiliates is at your sole risk. The VF Securities’ services (including the Platform, the provision of Market Data, Content, or any other information provided by VF Securities, any of its Affiliates, or any third-party content provider or market data provider) is provided on an “as is,” “as available” basis without warranties of any kind, either express or implied, statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), implied warranties arising from trade usage, course of dealing, course of performance, or the implied warranties of merchantability or fitness for a particular purpose or application, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
Although considerable effort is expended to make the Platform and other operational and communications channels available around the clock, VF Securities does not warrant that these channels will be available and error free every minute of the day. You agree that VF Securities will not be responsible for temporary interruptions in service due to maintenance, Platform changes, or failures, nor shall VF Securities be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature (including earthquakes and storms), labor disputes and armed conflicts.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU UNDERSTAND AND AGREE THAT VF SECURITIES, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND THE PROVIDERS (COLLECTIVELY THE “VESTED PARTIES”) WILL NOT BE LIABLE TO YOU OR TO THIRD PARTIES FOR ANY LOSSES YOU INCUR (MEANING CLAIMS, DAMAGES, ACTIONS, DEMANDS, INVESTMENT LOSSES, OR OTHER LOSSES, AS WELL AS ANY COSTS, CHARGES, ATTORNEYS’ FEES, OR OTHER FEES OR EXPENSES) BY REASON OF DELAYS OR INTERRUPTIONS OF THE SERVICE OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF THEIR RESPECTIVE SYSTEMS, REGARDLESS OF CAUSE, INCLUDING THOSE CAUSED BY GOVERNMENTAL OR REGULATORY ACTION, THE ACTION OF ANY EXCHANGE OR OTHER SELF REGULATORY ORGANIZATION, OR THOSE CAUSED BY SOFTWARE OR HARDWARE MALFUNCTIONS.
Except as otherwise provided by law, VF Securities or any of its affiliates or respective partners, officers, directors, employees or agents (collectively, “Indemnified Parties”) shall have no liability for, and you agree to indemnify, defend and hold harmless the Indemnified Parties from all Losses that result from: (i) any noncompliance by you with any of the terms and conditions of this Agreement; (ii) any third-party actions related to your receipt and use of any Market Data, Content, market analysis, other third-party content, or other such information obtained on the Platform, whether authorized or unauthorized under this Agreement; (iii) any third- party actions related to your use of the Platform; (iv) your or your agent’s misrepresentation or alleged misrepresentation, or act or omission; (v) Indemnified Parties following your or your agent’s directions or instructions, or failing to follow your or your agent’s unlawful or unreasonable directions or instructions; (vi) any activities or services of the Indemnified Parties in connection with your Account (including any technology services, reporting, trading, research or capital introduction services); or (vii) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to you. Further, if you authorize or allow third parties to gain access to VF Securities’ services, including your Account, you will indemnify, defend and hold harmless the Indemnified Parties against any Losses arising out of claims or suits by such third parties based upon or relating to such access and use. VF Securities does not warrant against loss of use or any direct, indirect or consequential damages or Losses to you caused by your assent, expressed or implied, to a third party accessing your Account or information, including access provided through any other third-party systems or sites. The indemnity provided for in this section shall not be construed as limiting your ability to bring a claim against the Indemnified Parties or receive an award or judgment from VF Securities that you would be entitled to bring or receive under any applicable laws.
You consent to the use of automated systems or service bureaus by VF Securities and its respective affiliates in conjunction with your Account, including automated order entry and execution, record keeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). You understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure, and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense, or liability to you. You understand and agree that Indemnified Parties will have no liability whatsoever for any of your Losses arising out of or relating to a System Failure.
You agree that Indemnified Parties will have no responsibility or liability to you in connection with the performance or non-performance by any exchange, clearing organization, market data provider, or other third party (including investment adviser, other broker-dealers and clearing firms, and banks) or any of their respective agents or affiliates, of its or their obligations relative to any securities. You agree that Indemnified Parties will have no liability, to you or to third parties, or responsibility whatsoever for: any Losses (including special, indirect, incidental, consequential, punitive or exemplary (including lost profits, trading losses and damages)) resulting from a cause over which Indemnified Parties do not have direct control, including the failure of mechanical equipment, unauthorized access, theft, operator errors, government restrictions, force majeure (as defined in this Agreement), market data availability or quality, exchange rulings or suspension of trading.
You also agree that Indemnified Parties shall not be liable for losses caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, acts of terrorism, strikes, failures of the mails or other communications systems, mechanical or electronic failure, failure of third parties to follow instructions, for other causes commonly known as “acts of God”, or for any other cause not reasonably within Indemnified Parties‘ control, whether or not such cause was reasonably foreseeable. Indemnified Parties shall not be liable for losses caused by general market conditions that were not directly related to Indemnified Parties’ violation of this Agreement.
VF Securities acts as your Introducing Broker, which transmits orders from the Investment Adviser to DriveWealth, the Clearing Broker. In this capacity, DriveWealth will provide execution service. You understand that, in connection with purchase and sale Transactions in your Account, DriveWealth acts in an agency capacity for all full share components of your Transaction and in a principal capacity for all fractional share components of your Transaction.
As the Introducing Broker, VF Securities relies on DriveWealth to hold custody of Securities and Other Assets held in your Account. DriveWealth does so at approved Depository Trust Company Custodians (“DTC Custodians”). DriveWealth holds all positions in nominee name with the DTC Custodians; DriveWealth maintains all records related to the holdings in your Account.
20. Not Acting as Financial Advisor or Fiduciary.
Unless VF Securities has expressly agreed otherwise, VF Securities is not acting as a financial advisor or fiduciary with respect to your Account or any related Transactions.
You understand that VF Securities may, in its sole discretion, prohibit or restrict the trading of Securities and/or movement of other assets in your Account as we deem necessary.
21.1 Trading or Disbursement.
You agree that VF Securities may place trading, disbursement, or other restrictions on your Account including, but not limited to, the following circumstances:
- Pursuant to a court order, tax levy or garnishment;
- At the request of a government agency or law enforcement authority;
- Due to cash up-front restrictions including violations of Regulation T of the Federal Reserve Board and Good Faith Violations; and
- As permitted by applicable law,
You agree to abide by such restriction and not to initiate trades or transactions which would violate the restriction. You will not hold VF Securities liable for any trading losses, lost profits, tax obligations or other damages resulting from trading or disbursement restrictions imposed on your Account.
21.2 Account Restrictions.
If there is a restriction on your Account(s) at VF Securities, your use of the VF Securities Platform and trading functions will also be restricted with respect to such Accounts. VF Securities reserves the right to require cash or equity deposits, and to determine the adequacy of such deposit, prior to the lifting of a restriction and the resumed use of the VF Securities Platform. VF Securities is not responsible for any delay or failure to provide services to your Account while a restriction is in place, including the execution of any securities order if you lack sufficient funds in your Account or you delay or fail to make a required cash or equity deposit.
22. Effect of Attachment or Sequestration of Accounts.
VF Securities shall not be liable for refusing to obey any orders given by or for you with respect to your Account that has or have been subject to an attachment or sequestration in any legal proceeding against you, and VF Securities shall be under no obligation to contest the validity of any such attachment or sequestration.
23. Event of Death.
It is agreed that in the event of your death, the representative of your estate or the survivor or survivors shall immediately give VF Securities or its affiliates written notice thereof, and VF Securities 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 VF Securities may deem advisable to protect VF Securities and its affiliates against any tax, liability, penalty or loss under any present or future laws or otherwise.
Notwithstanding the above, in the event of your death, VF Securities may cancel all open orders, but VF Securities shall not be responsible for any action taken on such orders prior to the actual receipt of notice of death. Further, VF Securities may in Its discretion close out any or all of the Account without awaiting the appointment of a personal representative for your estate and without demand upon or notice to any such personal representative. The estate of any of the Account holders who have died shall be liable and each survivor shall continue to be liable, jointly and severally, to VF Securities 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 VF Securities of the written notice of the death of the decedent or incurred in the liquidation of the Account or the adjustment of the interests of the respective parties, and for all other obligations pursuant to this Agreement. Such notice shall not affect VF Securities’ rights under this Agreement to take any action that VF Securities could have taken if you had not died.
24. Tax; Tax Reporting; Tax Witholding.
You acknowledge that it is your responsibility to declare and pay any income, gains, or similar to all applicable tax authorities, make any tax filings, and to pay any and all taxes, duties, or similar (“tax”) when due in all applicable jurisdictions. You undertake and warrant to VF Securities that you will do so and will comply in full with all applicable tax laws and obligations to which you are subject.
The proceeds of sale transactions and dividends (and substitute payments in lieu of dividends) paid will be reported to the Internal Revenue Service (“IRS”) in accordance with applicable law.
24.3 U.S. Persons.
This subsection is applicable if you are a U.S. person. Under penalties of perjury, you certify that the taxpayer identification number that you have provided or will provide to VF Securities (including any taxpayer identification number on any Form W-9 that you have provided or will provide to VF Securities) is your correct taxpayer identification number. You certify that you are not subject to backup withholding and you are 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 VF Securities, you understand you may be subject to backup withholding tax at the appropriate rate on all dividends, interest and gross proceeds paid to you. Backup withholding taxes are sent to the IRS and cannot be refunded by VF Securities. You further understand that if you waive tax withholding and fail to pay sufficient estimated taxes to the IRS, you may be subject to tax penalties.
24.4. Non-U.S. Persons.
This subsection is applicable if you are not a U.S. Person. You certify that you fully understand all the information on any Form W-8BEN that you have submitted or will submit to VF Securities. Under penalties of perjury, you declare that (i) you have examined all the information (including all the information in the English language) on any Form W-8BEN that you have submitted or will submit to VF Securities and (ii) to the best of your knowledge and belief all such information is true, correct, and complete. You authorize VF Securities to provide any such Form W-8BEN to VF Securities or any withholding agent that has control, receipt, or custody of the income of which you are the beneficial owner or any withholding agent that can disburse or make payments of the income of which you are the beneficial owner. You agree that you will submit a new Form W-8BEN to VF Securities within 30 days if any certification made on any previously submitted Form W-8BEN becomes incorrect. You understand that the IRS does not require your consent to any provisions of such Form W-8BEN other than the certifications required to establish your status as a non-U.S. Person and, if applicable, obtain a reduced rate of withholding.
If you are not a United States-based entity or are otherwise subject to the jurisdiction of a tax authority other than the Internal Revenue Service, you may be subject to laws, rules, regulations, withholding requirements, tax payments and other obligations related to your Account, the Transactions therein, and the amounts you pay to VF Securities for the services provided hereunder (“Foreign Tax Rules”). You agree that, notwithstanding the letter of those Foreign Tax Rules, you shall be liable and responsible for compliance therewith, and shall indemnify and hold harmless VF Securities from and against any tax obligations or penalties incurred by you or VF Securities in connection therewith.
25. Termination of Your Relationship with Your Investment Advisor.
Either you, or your Investment Advisor may provide VF Securities with notice to close your Account with your Investment Advisor. You understand that you must provide further instructions to VF Securities on where to wire funds and/or move securities held in your Account. You agree that you will provide such instructions to VF Securities within thirty (30) days of your Account with your Introducing Broker or Investment Advisor being closed. If VF Securities does not receive such instructions, then you agree that VF Securities may assess your Account an ongoing monthly maintenance fee of twenty cents ($0.20 USD) to continue custodying your Account, and you explicitly authorize VF Securities to deduct funds from your Account and/or liquidate securities in your Account to cover such maintenance fee.
You agree to satisfy, on demand, any indebtedness when your Account is closed. Your Account may not be closed without VF Securities first receiving all funds to pay in full for all Securities and Other Assets in which your Account is long. VF Securities may at any time, with or without notice to you, terminate your Account or any of its features or change their nature, composition or availability. Termination of the Account or any feature will be effective immediately or at a later time as specified by VF Securities, except that the relevant parts of this Agreement will remain in effect with respect to all Transactions then outstanding.
26. Voting of Proxies for Securities in Your Account.
DriveWealth utilizes a third-party vendor, Say Communications, LLC, to extend voting rights to holders of fractional shares. DriveWealth may, in accordance with Applicable Law, vote proxies for shares of securities DriveWealth holds as your nominee where DriveWealth has not received voting instructions from you on a timely basis. You agree that DriveWealth will not be responsible or liable for failing or refraining to vote any proxies where DriveWealth has not received proxies or related shareholder communications on a timely basis.
27. Fractional and Whole Shares.
VF Securities, acting as the Introducing Broker, allows for fractional share investing through its Clearing Broker, DriveWealth. Fractional Trading allows you to trade and hold fractional share quantities of less than one full share (e.g. 0.45 shares) in your account (“Fractional Shares”).
Fractional Trading is generally available for those exchange-listed National Market System (“NMS”) securities offered via DriveWealth; however, securities available for Fractional Trading are subject to change without notice in DriveWealth’s sole discretion. If a security is no longer eligible for Fractional Trading, then your existing Fractional Shares may be subject to liquidation only, meaning that you cannot accumulate more Fractional Shares in the particular security, but you will be able to divest your Fractional Share interests in that security.
Security positions held in custody in your account are reflected on DriveWealth’s books and records to eight decimal places. Standard rounding conventions apply to the eighth significant digit. DriveWealth may act in an agent, principal, or mixed capacity basis, when executing a trade depending on the nature of the order, and whether your order contains any Fractional Shares. DriveWealth, or one of its executing brokers, will execute the whole share component of a trade on an “Agency Basis.” When executing on an Agency Basis, DriveWealth’s executing brokers may execute or route your order to a market venue for execution. DriveWealth will execute the Fractional Share component of a trade on a “Principal Basis.” When executing on a Principal Basis, DriveWealth will execute the fractional component of the order against its principal facilitation account. Any fractional share interest in the whole share not allocated to your account may be allocated to other customers or retained by DriveWealth as principal.
DriveWealth will execute a trade which includes both a full share and Fractional share component (e.g. 1.4 shares) on a “Mixed Capacity” basis. When executing on a Mixed Capacity basis, the full share component of the order is executed on an Agency Basis and the Fractional Share component of the order is executed on a Principal basis. When executing on a Mixed Capacity basis, the Fractional Share component of the trade will receive the same price as the full share component.
For more information on DriveWealth’s Trading Disclosure, you can visit this webpage.
28. Payment for Order Flow.
VF Securities routes all of your trades to our Clearing Brokerage partner, DriveWealth, for execution. In exchange for routing trades, we may receive monetary rebates. VF Securities regularly reviews trade routing decisions to ensure your orders meet best execution standards.
29. Fully Paid Securities Lending Program.
VF Securities may generate revenue from interest on securities held at DriveWealth’s brokerage account that are lent out as part of this program. Clients also receive a portion of eligible interest if eligible securities are lent out. If clients’ securities are lent out, the clients still own the security outright. They own all economic interest, both from the movement in stock price and through dividend payments. Furthermore, clients can reclaim the security at any time. This means clients do not lose the ability to sell whenever they want. If clients’ securities are lent out, they are not eligible for SIPC benefits in the rare case that those benefits would be needed.
Clients have the option to Opt-out at any time in the Account management screen on the Vested Finance website.
30. Waiver, Assignment and Modification.
Except as specifically permitted in this Agreement, no provision of this Agreement will be deemed waived, altered, modified or amended unless agreed to in writing by VF Securities. VF Securities’ failure to insist on strict compliance with this Agreement or any other course of conduct on our part will not be deemed a waiver of VF Securities’ rights under this Agreement. You may not assign this Agreement to any third party without the written consent of VF Securities. Any assignment in violation of this Agreement shall be void. VF Securities may assign any of its rights and obligations in this Agreement to its Affiliates and successors without giving you notice.
31. Binding upon Customer’s Estate.
If you are a natural person, you agree that your estate shall promptly notify VF Securities in writing of your death and your guardian shall promptly notify VF Securities in writing upon your incompetence. You hereby agree that this Agreement and all the terms thereof shall be binding upon your heirs, executors, administrators, guardians, personal representatives and permitted assigns.
32. Severability, Non-Waiver.
If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement.
33. Entire Understanding.
This Agreement together with any other agreements you and VF Securities enter into, as amended or supplemented from time to time, relating to the Account or to particular products or services, any procedures established by VF Securities with respect to the use of the Account and terms contained on statements and confirmations sent to you by or on behalf of VF Securities, contain the entire understanding between you and VF Securities concerning the subject matter of this Agreement.
34. Shareholder Communications.
Under SEC Rule 14b-1(c), VF Securities or DriveWealth are required to disclose to an issuer, upon request, the name, address and security positions of account holders who are beneficial owners of that issuer’s securities unless the account owner specifically objects to such disclosure.
35. Disclosure of Information.
36. Joint Account (Section Applicable to Joint Accounts Only).
You agree that each of you has the authority on behalf of this Account to buy, sell, and otherwise deal in Securities and Other Assets; to receive for the Account confirmations, statements and other communications of every kind; to receive and dispose of the Account Securities and Other Assets; to make for the Account agreements relating to these matters and to terminate or modify them or waive any of the provisions thereof; and generally to deal with VF Securities as if each of you alone were the owner of the Account, all without notice to the other joint Account owner(s). Your liability for the Account shall be joint and several.
You agree that VF Securities may follow the instructions of any of you concerning this Account and make deliveries to any of you of any or all Securities and Other Assets in your Account, and make payments to any of you of any or all monies in the Account, as any of you may order or direct, even if such deliveries and payments shall be made to one of you personally, and not for the Account. VF Securities shall be under no obligation to inquire into the purpose of any such demand for delivery of Securities and Other Assets or payment and shall not be bound to see to the application of disposition of the Securities and Other Assets and monies so delivered or paid to any of you.
In the event of the death of any of you, the survivor(s) shall immediately give VF Securities written notice thereof, and VF Securities may, before or after receiving such notice, take such action, require such documents, retain such portion or restrict Transactions in the Account as it may deem necessary or appropriate to protect itself against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of any of you who shall have died shall be liable and each survivor will be liable, jointly and severally, to VF Securities for any debt or loss in this Account resulting from the completion of Transactions initiated prior to VF Securities’ receipt of a written notice of such death or incurred in the liquidation of the Account or the adjustment of the interests of the respective parties.
Any taxes or other expenses becoming a lien against or payable out of the Account as the result of the death of any of you, or through the exercise by the estate or representatives of any rights in the Account shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent. This provision shall not release the decedent’s estate from any liability provided for in this Agreement.
Laws regulating joint ownership of property vary.
37. Bankruptcy or Attachment.
You agree to promptly notify VF Securities in writing in the event of your bankruptcy or insolvency, and if you are not a natural person, of your reorganization, dissolution, termination or similar condition involving you or your parent company. If your Account is a joint account with two or more owners, each person indicated in the title to the Account who executes this Agreement (each, a “Joint Owner”), agrees to give VF Securities written notice in the event of bankruptcy, insolvency, reorganization, dissolution or similar condition of any other Joint Owner. In the event that: (a) VF Securities is advised of the involuntary application for protection under the applicable bankruptcy laws or the appointment of a receiver for you or your parent company or otherwise is informed of the insolvency, reorganization, dissolution or similar condition of you or your parent company or (b) VF Securities is served with any lien, levy, garnishment or similar process with respect to you or your Account, then VF Securities may, but is not required to, immediately take any action which VF Securities in its sole discretion may believe necessary or appropriate for its own protection, including without limitation, selling out any positions in your Account to satisfy any obligations you have to VF Securities, without regard to any tax or other consequences of such action to you, with or without notice to you and without liability therefore.
38. Consent to Redeem Shares.
You understand and agree that whenever it is necessary for VF Securities’ protection or to satisfy a margin call (if applicable), deficiency, debit or other obligation owed to VF Securities, VF Securities may (but is not required to) sell, assign and deliver all or any part of the securities in your Account, or close any or all transactions in your Account. You understand that VF Securities may, but is not obligated to, attempt to contact you before taking any such action. You understand and agree that VF Securities reserves the right to take any such action without prior notice or demand for additional collateral, and free of any right of redemption, and that any prior demand, call or notice will not be considered a waiver of our right to sell or buy without demand, call or notice.
You further understand that VF Securities may choose which securities to buy or sell, which transactions to close, and the sequence and timing of liquidation, and may take such actions on whatever exchange or market and in whatever manner (including public auction or private sale) that VF Securities chooses in the exercise of its business judgment. You agree not to hold VF Securities liable for the choice of which securities to buy or sell or of which transactions to close or for the timing or manner of the liquidation. You also agree not to hold VF Securities liable for taking such action.
You understand and agree that VF Securities is entitled to exercise the rights described in this Section in its sole discretion, including, but not limited to, whenever any of the following occurs:
- The equity level in your Account falls below required minimums (if applicable);
- Sufficient funds or securities are not deposited to pay for transactions in your Account;
- You reverse any ACH debit transfer to your Account;
- A petition of bankruptcy or for the appointment of a receiver is filed by or against you;
- An attachment is levied against your Account;
- You die or become incapacitate or incompetent; or
- Your Account Is closed.
39. Electronic Signatures; Modifications to the Agreement.
You agree to transact business with VF Securities electronically. By electronically signing an application for an Account, you acknowledge and agree that such electronic signature is valid evidence of your consent to be legally bound by this Agreement and such subsequent terms as may govern the use of VF Securities’ services. The use of an electronic version of any document fully satisfies any requirement that the document be provided to you in writing. You accept notice by electronic means as reasonable and proper notice, for the purpose of any and all laws, rules and regulations. You acknowledge and agree that VF Securities may modify this Agreement from time to time and you agree to consult the Website from time to time for the most up-to-date Agreement. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree to not contest the admissibility or enforceability of VF Securities’ electronically stored copy of the Agreement.
40. Consent to Electronic Delivery of Documents.
By agreeing to electronic delivery, you are giving your informed consent to electronic delivery of all Account Documents, as defined below, other than those you have specifically requested to be delivered in paper form. “Account Documents” include notices, disclosures, current and future account statements, regulatory communications (such as prospectuses, proxy solicitations, and privacy notices), trade confirmations, tax-related documents, and any other information, documents, data, and records regarding your Account, this Agreement (including amendments to this Agreement), and the agreements and disclosures governing the services delivered or provided to you by VF Securities, the issuers of the securities or other property in which you invest, and any other parties. You agree that you can access, view, download, save, and print any Account Documents you receive via electronic delivery for your records.
40.2. Electronic Delivery System.
You acknowledge that VF Securities’ primary methods of communication with you include (A) posting information on the Website, (B) providing information via the App, (C) sending email(s) to your email address of record, and, to the extent required by law, (D) providing you with notice(s) that will direct you to the Platform where you can read and print such information. Unless otherwise required by law,
VF Securities reserves the right to post Account Documents on the Website without providing notice to you. Further, VF Securities reserves the right to send Account Documents to your postal or email address of record, or via the Platform. You agree that all Account Documents provided to you in any of the foregoing manners are considered delivered to you personally when sent or posted by VF Securities, whether you receive it or not.
All email notifications regarding Account Documents will be sent to your e-mail address of record. You agree to maintain the e-mail address that you have provided VF Securities until you provide VF Securities with a new one. You understand that e-mail messages may fail to transmit promptly or properly, including being delivered to SPAM folders. You further understand that it is your sole responsibility to ensure that any emails from VF Securities or its Affiliates are not marked as SPAM. Regardless of whether or not you receive an email notification, you agree to check the Website regularly to avoid missing any information, including amendments or supplements to this Agreement, or time-sensitive or otherwise important communication. If you authorize someone else to access the email account you have provided VF Securities, you agree to tell them to share the Account Documents with you promptly, and you accept the risk that they will see your sensitive information. You understand that if you use a work email address or computing or communications device, your employer or other employees may have access to the Account Documents.
Additionally, you acknowledge that the Internet is not a secure network and agree that you will not send any confidential information, including Account numbers or passwords, in any unencrypted emails. You also understand that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties and agree to hold VF Securities, its Affiliates, and VF Securities and its Affiliates’ respective officers and employees harmless for any such access regardless of the cause.
You agree to promptly and carefully review all Account Documents when they are delivered and notify VF Securities in writing within three (3) calendar days of delivery if you object to the information provided (or other such time specified herein). If you fail to object in writing within such time, VF Securities is entitled to treat such information as accurate and conclusive. You will contact VF Securities to report any problems with accessing the Account Documents.
Potential costs associated with electronic delivery of Account Documents may include charges from Internet access providers and telephone companies, and you agree to bear these costs. VF Securities will not charge you additional online access fees for receiving electronic delivery of Account Documents.
Upon your request, you may obtain copies of up to six prior years of account statements, and three prior years of trade confirmations.
40.5. Revocation of Consent.
Subject to the terms of this Agreement, you may revoke or restrict your consent to electronic delivery of Account Documents at any time by notifying VF Securities in writing of your intention to do so. You also understand that you have the right to request paper delivery of any Account Document that the law requires VF Securities to provide you in paper form. VF Securities will not treat your request for paper copies as a withdrawal of your consent to electronic delivery of Account Documents. You understand that if you revoke or restrict your consent to electronic delivery of Account Documents or request paper delivery of same, VF Securities, in its sole discretion, may charge you a reasonable service fee for the delivery of any Account Document that would otherwise be delivered to you electronically, restrict or close your Account, or terminate your access to VF Securities’ services. You understand that neither your revocation or restriction of consent, your request for paper delivery, nor VF Securities’ delivery of paper copies of Account Documents will affect the legal effectiveness or validity of any electronic communication provided while your consent was in effect.
40.6. Duration of Consent.
Your consent to receive electronic delivery of Account Documents will be effective immediately and will remain in effect unless and until either you or VF Securities revokes it. You understand that it may take up to three Business Days to process a revocation of consent to electronic delivery, and that you may receive electronic notifications until such consent is processed.
40.7. Hardware and Software Requirements.
You understand that in order to receive electronic deliveries, you must have access to a computer or Mobile Device with Internet access, a valid e-mail address, and the ability to download such applications as VF Securities may specify and to which you have access. You also understand that if you wish to download, print, or save any information you wish to retain, you must have access to a printer or other device in order to do so.
40.8. Consent and Representations.
You hereby agree that you have carefully read the above information regarding informed consent to electronic delivery and fully understand the implications thereof. Additionally, you hereby agree to all conditions outlined above with respect to electronic delivery of any Account Document. You will maintain a valid e-mail address and continue to have access to the Internet. If your email address changes, you agree to immediately notify VF Securities of your new email address in writing.
The heading of each provision of this Agreement is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
This Agreement may be executed in any number of counterparts by you, each of which will constitute an original, and all of which, when taken together, shall constitute one and the same instrument.
You acknowledge that you received, reviewed, and understand VF Securities’ disclosures applicable to your account.
44. Website Postings.
You agree and understand that VF Securities may post other specific agreements, disclosures, policies, procedures, terms, and conditions that apply to your use of the Platform or your Account, on the Website from time to time including in the Disclosure Library, and that this includes updates or amendments to this Agreement or other agreements or Risk Disclosures incorporated in or referenced in this Agreement (“Website Postings”). You understand that it is your continuing obligation to monitor the Website and the Disclosure Library for Website Postings and to understand the terms of the Website Postings. You agree to be bound by the Website Postings (and the most current version of this Agreement) as are in effect at the time of your access or use of the Platform or the giving of any order or instruction relating to your Account.
45. Entirety of Agreement.
This Agreement, any attachments hereto, other agreements and policies referred to in this Agreement (including the Website Postings and Risk Disclosures), and the terms and conditions contained in your Account statements and confirmations, contain the entire agreement between VF Securities and you and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between VF Securities and you, provided, however, that any and all other agreements between VF Securities and you, not inconsistent with this Agreement, will remain in full force and effect.
VF Securities may at any time amend this Agreement and any other agreement or document incorporated or referenced in this Agreement without prior notice to you. The current version of the Agreement will be posted in the Website, and your continued Account activity (including accessing the Platform or submitting an order or instruction) after such amendment constitutes your agreement to be bound by all then-in-effect amendments to the Agreement, regardless of whether you have actually reviewed them. Continued use of the Platform or any other VF Securities’ services after such posting will constitute your acknowledgment and acceptance of such amendment. You agree to regularly consult the Website for up-to-date information about VF Securities and any modifications to this Agreement, Risk Disclosures, or any other agreement incorporated or referenced in this Agreement or related to services provided to you by VF Securities. VF Securities is not bound by any verbal statements that seek to amend the Agreement.
Any communication from you that purports to amend or supplement the terms of this Agreement or impose other terms on VF Securities will only take effect if agreed to in writing and signed by one of our authorized signatories.
VF Securities may terminate this Agreement, or close, deactivate, or block access to your Account at any time in its sole discretion. You will remain liable to VF Securities for all obligations incurred in your Account, pursuant to this Agreement, or otherwise, whether arising before or after termination. You may terminate this Agreement after paying any Obligations owed upon written notice. This Agreement survives termination of your Account. If VF Securities terminates this Agreement or closes or deactivates your Account or any services related to your Account, you agree that VF Securities is authorized to (i) liquidate any Property in your Account and send you any net proceeds (after satisfying any Obligations), and (iii) close your Account. This is without limitation to VF Securities’ other rights under this Agreement or otherwise.
VF Securities will not be responsible for any Losses caused by VF Securities discontinuing or closing your Account or any services, or any liquidation of your Property or closure of your Account, including any tax liabilities.
48. No Waiver; Cumulative Nature of Rights and Remedies.
You understand that VF Securities’ failure to insist at any time upon strict compliance with any term contained in this Agreement, or any delay or failure on VF Securities’ part to exercise any power or right given to VF Securities in this Agreement, or a continued course of such conduct on R VF Securities’ part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies given to VF Securities in this Agreement are cumulative and not exclusive of any other rights or remedies to which VF Securities is entitled.
49. Governing Law.
This Agreement and all transactions made in your Account shall be governed by the laws of the State of California (regardless of the choice of law rules thereof), except to the extent governed by the federal securities laws, FINRA Rules, and the regulations, customs and usage of the exchanges or market (and its clearing house) on which transactions are executed.
This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the parties agree as follows: (a) All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed; (b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited; (c) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings; (d) The arbitrators do not have to explain the reason(s) for their award 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; and (h) No person will 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; (2) the class is decertified; or (3) the client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Agreement except to the extent stated herein. Subject to the preceding disclosures, you agree that any and all controversies which may arise between you and VF Securities and its Affiliates concerning your Account, any Transaction or the construction, performance or breach of this or any other agreement between you and VF Securities, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration. Any arbitration under this Agreement shall be determined before FINRA Dispute Resolution, Inc. under the provisions of the Code of Arbitration of FINRA, or an exchange of which VF Securities is a member in accordance with the rules of that particular regulatory agency then in effect. Arbitration must be initiated by service upon the other party of a written demand for arbitration or notice of intention to arbitrate. Judgment, upon any awarded rendered by the arbitrator, may be entered in any court having jurisdiction.
ACCEPTED AND AGREED: You acknowledge that you have read the preceding terms and conditions of this Agreement, that you understand them and that you hereby manifest your assent to, and your agreement to comply with, those terms and conditions by accepting this agreement. YOU ALSO UNDERSTAND THAT BY ACCEPTING THIS AGREEMENT YOU HAVE ACKNOWLEDGED THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 49 HEREIN. YOU ALSO AGREE THAT (1) YOU HAVE RECEIVED OF A COPY OF THIS AGREEMENT AND (2) YOU HAVE BEEN PROVIDED WITH AND AGREE TO THE VESTED FINANCE INC FORM CRS RELATIONSHIP SUMMARY, VF SECURITIES TERMS AND CONDITIONS, AND OTHER TERMS AND DISCLOSURES WHICH ARE INCORPORATED BY REFERENCE INTO THIS AGREEMENT.