Contents
1. Data Access and Registration
2. Longbridge Account
3. Terms of Use
4. Confidentiality
5. Intellectual Property Rights
6. Warranty Disclosures
7. Limitation of Liability.
8. Indemnification
9. Trading Arrangements
10. Proprietary Trading - Display of Customer Orders
11. Compliance with Rules and Laws
12. Compliance with Professional Trading and Large Trader Regulations
13. Regulated Persons and Entities; Control Persons and Insiders:
14. Data Disclosure
15. Confirmations and Trade Reporting Errors
16. External Links
17. Dispute Resolution
18. Rights of Third Parties
19. Amendments
20. Severability
21. Titles/Headings
22. No Investment Advice
23. Service of Process
24. Entire Agreement/Choice of Law
25. Attorney's Fees
26. Mandatory Arbitration
THIS SOFTWARE LICENSE, NON-DISCLOSURE AGREEMENT AND LIABILITY WAIVER (the “Agreement”) by and between Long Bridge Securities LLC, Longport Technology LLC and Longbridge Crypto LLC (collectively, “Longbridge”, “we,” “our” or “us”) the Customer (“you” or the “your”), (collectively the “Parties”). Subject to the terms and conditions of this Agreement, Longbridge grants you a non-sublicensable, non-exclusive right and limited license to use the Longbridge application software or other Longbridge software (the “Services”) for its intended purpose as Longbridge makes available to you from time to time, solely as set forth in this Agreement.
The title to Longbridge software and updates shall remain the sole property of Longbridge or its affiliates, including all patents, copyrights, trademarks and other intellectual property rights. You shall not sell, exchange or transfer the Longbridge software to others. You shall not copy, modify, translate, decompile, reverse engineer, disassemble or reduce to a human readable form, or adapt the Longbridge software or use it to create a derivative work, unless authorized in writing by Longbridge (through its Chief Executive Officer or General Counsel). Longbridge is entitled to immediate injunctive relief, without the necessity of establishing irreparable injury, for threatened breaches of these undertakings.
Before you start using our Services, please read these terms of service (“Terms”), the Longbridge Privacy Policy and fully understand the contents of each agreement, especially the clauses that limit or exclude our liability. By using or accessing the Longbridge Application software or other Longbridge software, you acknowledge your agreement to these Terms.
If you have any questions, comments or suggestions regarding the content of these Terms, you may contact us by email at support@Longbridge.com.
1. Data Access and Registration
i. Longbridge provides software products to you through the Internet. You are responsible for:
a. preparing all devices and other equipment necessary to connect to the Internet, including mobile phones, tablets, computers, modems, routers and any other equipment necessary for connecting;
b. preparing and purchasing all services necessary in order to connect to or otherwise access the internet, including any network, phone, or data charges and any other network costs.
ii. Users are recommended to register for a Longbridge account, and by doing so agree to:
a. provide accurate personal information requested during the registration process;
b. keep their registration information up to date;
c. the Longbridge Privacy Policy; and
d. accept notifications about Longbridge products as sent through email or text message and not to regard this information as junk mail or spam messages.
iii. Access
Access to and use of the Services is subject to compliance with applicable laws and regulations. Use of the Services is not permitted in jurisdictions where its use is prohibited by US law including those jurisdictions restricted by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. Users are also responsible for ensuring that their use of this Services complies with all local, state, national, and international laws, regulations, and treaties.
iv. Limitations.
The software license does not represent a sale, transfer, or assignment of the original or any copy of the software. As agreed upon between you and Longbridge, Longbridge is the exclusive owner of the software and the Documentation including all rights, title and interest, copyrights, trade secrets and other proprietary intellectual property rights. In accordance with this Agreement, the software and the Documentation, and all updates, bug fixes, enhancements and other modifications thereof, remain the sole property of Longbridge, including all patents, copyrights, trademarks and other intellectual property rights.
2. Longbridge Account
Users will become a registered user of Longbridge after successfully registering over the Longbridge software and will obtain a Longbridge account containing a username and password and two-factor authentication information (“Logon Credentials”). Proprietary rights for the account will be owned by Longbridge, and Longbridge reserves its right to reclaim the account and temporarily or permanently suspend the account at any time and in its absolute discretion. Users may use and modify their account information as necessary. Users are responsible for securing the Logon Credentials for their account and bear all liability for the actions taken on or using their account. Longbridge is not liable for unauthorized access resulting from the loss or compromise of your device. Users must promptly notify Longbridge of any unauthorized or illegal use of your account, or if the user becomes aware of any security bug or incident, or if account security is in any way compromised. Longbridge will make all reasonable efforts to provide adequate security of your information.
A Longbridge brokerage account can only be used by registered users. Access to and use of password-protected and/or secure areas of the Longbridge software are restricted to registered users only. You may not obtain or attempt to obtain unauthorized access to such parts of the Longbridge platform, or to any other protected information, through any means not intentionally made available by Longbridge for your specific use. Users agree not to provide or transfer their Logon Credentials to any third-party for use. In case of any breach thereof, Longbridge, in its sole discretion, can terminate the registered account, and has the right to take all measures that it deems necessary to prevent the unauthorized use or transfer of the Logon Credentials or account. Longbridge retains the right to take legal action against anyone that attempts to provide or otherwise transfer their account or Logon Credentials in violation of these Terms.
3. Terms of Use
i. You agree to be legally bound by all relevant laws, regulations and other requirements and applicable provisions while using the Products, including:
a. You are subject to relevant international laws and regulations concerning the transmitting of data;
b. You must comply with the regulations and requirements of all exchanges while using market data services;
c. You may not use Longbridge for any illegal use or in any manner that violates applicable laws;
d. You must not use the Products in any way that inhibits the ability of Longbridge to provide the Products to other users.
ii. You agree to preserve and maintain legitimate rights and interests of Longbridge, its affiliates and the other users, and to pay for any litigation costs (including reasonable attorneys’ fees) incurred due to use of the software beyond the scope of what is permitted, including any damages arising from a breach of these Terms.
iii. Longbridge may suspend use of any of the software at any time and in its sole discretion and it does not need to provide any explanation to the user or any other party. If you are not satisfied with Services provided by Longbridge, you can take the following actions:
a. cease to use Products; and/or
b. request Longbridge to cease providing the software to the user.
After taking such action, your right to use the Products will be immediately terminated and you will no longer be authorized to continue using the Products, and Longbridge will not be obligated to transmit any unprocessed information or provide unfinished or undelivered service on behalf of the user.
iv. All market data, news and other information provided by Longbridge are provided free of charge at present, but there is no guarantee that Longbridge will continue to provide any Product free of charge, in whole or in part, at any time in the future. Users can at any time choose to continue or cease to use Products.
v. In addition to complying with these Terms, you agree to use the market data in accordance with terms and conditions of the third-party data providers.
vi. If you maintain a joint accounts, each joint account holder agrees that each joint holder has authority, without notice to the other, to: (i) buy or sell securities, futures and other derivatives, or other products (including on margin); (ii) receive account confirmations and correspondence; (iii) receive and dispose of money, securities or other assets; (iv) enter, terminate, or agree to modify this Agreement; (v) waive any part of this Agreement; and (vi) deal with Longbridge as if each joint holder was the sole holder. Notice to any joint holder constitutes notice to all joint holders. Each joint account holder is jointly and severally liable to Longbridge for all account matters. Longbridge may follow instructions of any joint holder and make delivery of any account property to any joint account holder individually. Upon the death of any joint holder, the surviving holder shall provide immediate written Notice to Longbridge and Longbridge may, before or after receipt of Notice, initiate proceedings, require documents, retain or liquidate assets or restrict transactions as it deems advisable in its sole discretion to protect itself against any liability or loss. The estate of any deceased joint account holder and each surviving joint account holder will be liable, jointly and severally, to Longbridge for any debt or loss in the account or upon liquidation of the account. Unless you indicate otherwise, Longbridge may presume that joint account holders are joint tenants with rights of survivorship, and upon the death of any such joint tenant, the account shall be vested in the surviving holders, without in any manner releasing the deceased joint tenant's estate from liability.
4. Confidentiality
A. Longbridge respects the individual and personal privacy of the user and will keep all personal information strictly confidential in accordance with the Longbridge Privacy Policy. Longbridge promises not to disclose any personal or other information provided to Longbridge in confidence, including information provided during the account registration process or collected by Longbridge while the user was using the Products, except for the following situations:
i. disclosure is required by relevant laws and regulations;
ii. disclosure is required by a third-party to complete a transaction initiated by the user;
iii. situations related to the protection of Longbridge’s intellectual property rights or other important rights;
iv. the username or password is illegally used as a result of hacking or negligence by the user;
v. emergency situations in which public privacy and security are at risk; and
vi. other situations in which Longbridge determines such disclosure is necessary.
Users can read the Longbridge Privacy Policy for more details.
B. You accept the Longbridge Privacy Policy ("Longbridge Privacy Policy") and the Longbridge Cookie Policy ("Cookie Policy"), which are posted on Longbridge's website and incorporated herein by reference. You consent to the collection, recording, retention and use of your information as described in the Longbridge Privacy Policy and the Cookie Policy.
C. Subject to the limitations and protections in the Longbridge Privacy Policy and Cookie Policy, you consent to recording and retention of all your communications or interactions with Longbridge, its agents, authorized vendors or representatives, including, but not limited to, by telephone, voice over Internet Protocol (VOIP), videoconference, chatbot, virtual assistant, or other interaction with any Longbridge website, software application, or trading platform.
D. You authorize Longbridge, directly or through third parties, to make any inquiries that Longbridge considers necessary to conduct business with you. This may include ordering a credit report, performing other credit checks, and performing an investigation in the event of any default or breach of the obligations herein by you, or verifying the information you provide against third-party databases. Any information obtained is maintained in accordance with the Longbridge Privacy Policy.
5. Intellectual Property Rights
The intellectual property rights (“IPR”) associated with the Products, including, trademarks, patents, copyrights, trade secrets, proprietary technology from supporting hardware and software, and contents of Longbridge (including any pictures, archives, information materials, system architectures and product designs), are the exclusive proprietary rights of Longbridge or any other legal owner. No person may use, modify, copy, broadcast and transmit in public, recompose, disseminate, distribute, publish, reverse engineer, decompile or disassemble without authorization. If a user intends to cite or reprint the above-mentioned software, procedures or product contents, he/she must obtain in advance written consent of Longbridge or other legal right owners. You understand that IPRs are critical to the success of Longbridge, and if the provisions of this section are violated, you will be liable to Longbridge or the appropriate affiliate for compensatory damages, including court costs and attorneys’ fees.
6. Warranty Disclosures
THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, PURPOSE OR APPLICATION; NON-INFRINGEMENT; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. UNDER NO CIRCUMSTANCES SHALL LONGBRIDGE (OR ANY AGENT, OFFICER, DIRECTOR, OR AFFILIATE OF LONGBRIDGE) BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING LOSS OF BUSINESS, PROFITS OR GOODWILL. LONGBRIDGE SHALL NOT BE LIABLE TO YOU BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF THE SOFTWARE, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO: THOSE CAUSED BY HARDWARE OR SOFTWARE MALFUNCTION; GOVERNMENTAL, EXCHANGE OR OTHER REGULATORY ACTION; ACTS OF GOD; WAR, TERRORISM, PUBLIC HEALTH EVENTS (INCLUDING ANY PANDEMIC); ANY OTHER CIRCUMSTANCES NOT WITHIN LONGBRIDGE’S REASONABLE CONTROL WHETHER OR NOT IT COULD HAVE BEEN ANTICIPATED OR FORESEEN; LONGBRIDGE INTENTIONAL ACTS; OR LONGBRIDGE FAILURE TO ACT TO PREVENT SERVICE DISRUPTION OR SYSTEM FAILURE. YOU RECOGNIZE THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF THE SOFTWARE, INCLUDING, FOR EXAMPLE, THOSE CAUSED INTENTIONALLY BY LONGBRIDGE FOR PURPOSES OF SERVICING OR UPDATING THE SOFTWARE. NOTHING IN THIS AGREEMENT REPRESENTS A CONTRACTUAL PROMISE OF WARRANTY TO YOU REGARDING LONGBRIDGE'S COMPLIANCE WITH APPLICABLE LAWS, RULES, OR REGULATIONS. NOR IS ANYTHING IN THIS AGREEMENT INTENDED TO CREATE A CONTRACTUAL OR PRIVATE CAUSE OF ACTION FOR ANY NON-COMPLIANCE WITH APPLICABLE LAWS, RULES (INCLUDING, BUT NOT LIMITED TO RULES OF ANY EXCHANGE, MARKET CENTER, OR CLEARINGHOUSE) OR REGULATIONS. LONGBRIDGE SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY OR OBLIGATION.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND THE DOCUMENTATION IS WITH YOU. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. LONGBRIDGE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR OPERATE IN THE COMBINATION THAT YOU MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS OR ERRORS IN THE SOFTWARE OR THE DOCUMENTATION WILL BE CORRECTED. NO ORAL OR WRITTEN STATEMENT BY LONGBRIDGE OR BY ANY REPRESENTATIVE OF LONGBRIDGE SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF THIS WARRANTY.
Notwithstanding the above, you may have certain warranty rights which vary from state to state, and which cannot be disclaimed by contract. Any warranties that, by law, survive the foregoing disclaimers shall terminate ninety (90) days from the date you initiated use of the software as shown by records maintained by Longbridge. Some states do not allow limitations on how long an implied warranty lasts, so the foregoing limitation may not apply to you, if prohibited by law.
7. Limitation of Liability.
YOUR SOLE REMEDIES AND LONGBRIDGE’S ENTIRE LIABILITY ARE SET FORTH IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT WILL COMPANY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES RESULTING FROM THE USE OF THE SOFTWARE OR THE DOCUMENTATION, THE INABILITY BY YOU TO USE THE SOFTWARE OR THE DOCUMENTATION, OR ANY DEFECT IN THE SOFTWARE OR ERROR IN THE DOCUMENTATION, INCLUDING ANY LOST PROFITS, EVEN IF LONGBRIDGE HAS BEEN ADVISED OF OR COULD REASONABLY HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LONGBRIDGE’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO LONGBRIDGE DURING YOUR USE OF THE SOFTWARE LICENSE AND DOCUMENTATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF RELIEF, INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU AGREE THAT LONGBRIDGE WILL NOT BE LIABLE FOR THE DEFENSE OR INDEMNITY WITH RESPECT TO ANY CLAIM AGAINST YOU BY ANY THIRD PARTY ARISING FROM YOUR POSSESSION OR USE OF THE SOFTWARE OR THE DOCUMENTATION.
8. Indemnification
You agree to indemnify, hold harmless and defend Longbridge, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all liabilities, losses, costs, judgments, penalties, claims, actions, damages, or expenses (collectively, “Losses”) arising from or relating to: (i) any action taken in reliance on any representation, information or instruction received from you; (ii) Your breach of this Agreement; (iii) any action taken by Longbridge to enforce its rights under this Agreement; (iv) any inquiry, information request, exchange or regulatory investigation, or other action by a third party related to your trading or your use of the Services, including your assets, liabilities, transactions, instructions, actions, or inactions; (v) Your infringement or other violation of any intellectual property or other proprietary right held by Longbridge or its affiliates; in each instance with respect to clauses (i) through (v), except to the extent that such Losses directly result from gross negligence, fraud, or willful misconduct on the part of Longbridge.
9. Trading Arrangements
i. Acknowledgment of Alternative Trading Arrangements
You acknowledge and understand that the use of the Services entails risks including, but not limited to, interruption or delays of service, network or communications failures; cyberattacks; and errors in the design or functionality of software (collectively, a “System Failure”) that could cause damage, expense, loss or liability to you. Longbridge is not liable to you for any loss you may suffer due to any System Failure. In order to mitigate the risk of loss that may be caused by a System Failure, you acknowledge that you will maintain alternative trading arrangements of sufficient capacity and utility to allow you to open, close or change positions as necessary to prevent or mitigate risk of loss during a System Failure. If you do not maintain alternative trading arrangements, you expressly assume the risk of not being able to process transactions, including submitting orders and trade cancellations through the software in the event of a System Failure. You agree to the allocation of risk under this Section 9 and the Limitation of Liability Paragraph in Section 7 of this agreement. You acknowledge that Longbridge would not have entered into this Agreement without this allocation of risk and limitation of liability.
ii. Responsibility for Your Orders/Trades
You are responsible for the confidentiality and use of, and will reasonably safeguard and will not permit others to use, your account credentials, such as your username, password or security device. You agree to provide immediate Notice to Longbridge of any theft or loss of such credentials, or any unauthorized access to your account. Use of your credentials to effect any action will constitute conclusive evidence that Longbridge may treat such action as authorized. You is responsible for all transactions entered using your credentials. Longbridge is not liable for loss or damages caused by any third party using your credentials. Unless Longbridge agrees in a writing executed by its Chief Executive Officer, you will not permit any third party to access your account using your account credentials.
iii. Special Risks of Algorithmic Orders
Longbridge makes available certain order types that use computerized algorithms. These order types allow you to input various conditions as part of an order placed with Longbridge. You agree that if algorithmic order types are used, it is your responsibility to understand how the order type works, including through review of the information on the Longbridge website describing the particular order types. Algorithmic trading involves special risks, including, among others, the risk of software or design flaws, technical errors, adverse market impacts from algorithmic orders and rapid losses. You understand and agree to accept these risks when using algorithmic orders and you waives any right to make claims against Longbridge in connection with such orders.
iv. Payment for Orders and Rebates
Longbridge may receive discounts, rebates, payments or other consideration from an exchange, market, dealer or other party in exchange for routing an order to them or in connection with an order that they trade against or permit others to trade against. In consideration of services provided by Longbridge to you, Longbridge is authorized to receive and retain such payments, rebates, or other consideration in whole or in part for its own account and not that of your account and do so without disclosing the amount received. In some instances, but at its sole discretion, Longbridge may share this consideration with you. Longbridge's policies and procedures regarding such consideration are described generally in Longbridge's Order Routing and Payment for Order Flow Disclosure, which is posted on the Longbridge website and provided to you, although Longbridge does not warrant such information, as it is subject to change without notice. The nature of any such consideration received by Longbridge in connection with any transaction in your account is available upon Longbridge's receipt of written Notice from you requesting such information.
v. Order Cancellation/Modification
It may not be possible to cancel or modify an order and you are responsible for executions notwithstanding a request to cancel or modify an order. Longbridge may terminate your use of the Longbridge services at any time in the sole discretion of Longbridge without prior notice to you. Longbridge may also decline to accept, to execute or to cancel any order from you, or may otherwise restrict, in whole or in part, your use of the Longbridge Services at any time, for any length of time, in Longbridge's sole discretion, without prior notice to you.
Such restrictions on trading activity may include, but are not limited to: (i) prohibiting you from engaging in trading of (or entering orders to open or increase the size of a position in) any individual instrument or category of instrument (whether stock, option, or another security, or a commodity, or other investment product); (ii) prohibiting certain types of trades or orders; or (iii) limiting order size or value at risk. Notwithstanding the above, you remain responsible for its orders and transactions without regard to whether Longbridge restricts, or does not restrict, your trading activity. All transactions are subject to rules and policies of relevant markets and clearinghouses, and applicable laws and regulations. LONGBRIDGE IS NOT LIABLE FOR ANY ACTION OR DECISION OF ANY EXCHANGE, MARKET, DEALER, CLEARINGHOUSE OR REGULATOR, OR THE DIRECT OR INDIRECT CONSEQUENCES THEREOF.
vi. Risks of Fast and Volatile Markets
During periods of heavy trading and/or fast or volatile market conditions with wide price fluctuations (“Fast Markets”), there may be delays in the software receiving market data and providing information to you. This may result in orders for contracts placed during a Fast Market having a significantly different quote at the time of receipt in the market as compared to the quote viewed prior to or at the time the order was placed. Therefore, orders placed during a fast market may receive an execution price different than the price that you anticipated. By placing a market order under such conditions, you accept this risk and waive any claim related to a difference between quoted and execution price. Longbridge reserves the right, but is not obligated, to prevent any transaction from being traded through the software. Longbridge is not liable to you for any losses, lost opportunities or increased commissions that may result from you being unable to place orders through the software.
vii. Liquidation
YOU AGREE THAT LONGBRIDGE HAS THE RIGHT, IN ITS SOLE DISCRETION, BUT NOT THE OBLIGATION, TO LIQUIDATE ALL OR ANY PART OF YOUR POSITIONS OR ASSETS IN ANY OF YOUR LONGBRIDGE ACCOUNTS, INDIVIDUAL OR JOINT, AT ANY TIME AND IN ANY MANNER (INCLUDING BUT NOT LIMITED TO PREMARKET/ AFTER-MARKET TRADING AND PRIVATE SALES) AND THROUGH ANY MARKET OR DEALER, WITHOUT PRIOR NOTICE OR MARGIN CALL IF LONGBRIDGE DEEMS, IN ITS SOLE DISCRETION, THAT SUCH ACTION IS NECESSARY OR ADVISABLE FOR THE PROTECTION OF THE FIRM.
YOU SHALL BE LIABLE AND WILL PROMPTLY PAY LONGBRIDGE FOR ANY DEFICIENCIES IN YOUR ACCOUNT THAT ARISE FROM SUCH LIQUIDATION OR REMAIN AFTER SUCH LIQUIDATION. LONGBRIDGE HAS NO LIABILITY FOR ANY LOSS SUSTAINED BY YOU IN CONNECTION WITH SUCH LIQUIDATION (OR IF LONGBRIDGE DELAYS EFFECTING, OR DOES NOT EFFECT, SUCH LIQUIDATION), EVEN IF YOU RE-ESTABLISHE A LIQUIDATED POSITION AT A WORSE PRICE. YOU SHALL REIMBURSE AND HOLD LONGBRIDGE HARMLESS FOR ALL ACTIONS, OMISSIONS, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES), OR LIABILITIES ASSOCIATED WITH ANY SUCH LIQUIDATION UNDERTAKEN BY LONGBRIDGE.
viii. Position Limits
You agree that Longbridge, in its sole discretion, may establish position limits and/or may limit the number of open positions that you may execute or hold through Longbridge. You agree: (i) not to enter into any transaction that would have the effect of exceeding such position limits; (ii) that Longbridge may at any time reduce open positions by issuing closeout or offsetting trades or require you to reduce open positions; and (iii) that Longbridge may refuse for any reason to accept orders to establish new positions. Longbridge may impose and enforce such limits, reduction or refusal even if not required to do so by law or regulation. You shall comply with all position limits established by Longbridge, any regulatory or self-regulatory organization, or by any exchange. You agree to submit immediate Notice to Longbridge if required to file position reports with any regulatory or self-regulatory organization or with any exchange and agree to promptly provide Longbridge with copies of any such position reports.
ix. No Restricted Securities
Unless you have submitted written Notice to Longbridge to the contrary, no assets held as collateral are "restricted securities," as such term is defined pursuant to Rule 144 under the Securities Act of 1933, (the "Securities Act"), or securities of an issuer with which you arris an "affiliate" (as such term is defined pursuant to Rule 144 under the Securities Act), and you will not attempt to sell such shares through Longbridge without prior written Notice to and written consent of Longbridge.
x. Suspicious Activity
If Longbridge in its sole discretion believes that your account has been involved in any fraud or crime or violation of laws or regulations, has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether as victim or perpetrator, or otherwise), Longbridge may suspend or freeze the account or any privileges of the account, may freeze or liquidate your funds or assets, or may utilize any of the remedies in this Agreement for a "Default." You waive any claim for loss or damages against Longbridge arising out of or related to Longbridge exercising its rights under this paragraph.
xi. Knowledge of Securities, Warrants and Options; Corporate Actions
You are responsible for knowing the terms of any securities, options, derivatives, futures, warrants or other products in your account, including but not limited to upcoming corporate actions (e.g., tender offers, reorganizations, stock splits, bankruptcy or class action rights, etc.) and expiration dates of futures, options or other derivative products. Longbridge has no obligation to notify you of any such or similar terms, corporate actions, expiration dates, deadlines, required actions, or dates of meetings, nor is Longbridge obligated to take any action without written Notice from you to Longbridge.
If you receive fractional securities as the result of a stock split or other corporate action, Longbridge, in its sole discretion, may sell the fractional securities either on the open market, to the issuer or transfer agent, or to Longbridge or an affiliate at the same price as would be obtained in a sale on the open market, and you are entitled to receive your pro rata share of the proceeds of such sale. If sold on the open market, the sale price may differ from that offered to certain registered owners by the issuer or transfer agent.
xii. Quotes, Market Information, Research and Internet Links
Quotes, news, research, and information accessible through Longbridge tools and services (including through links to outside websites) ("Information") may be prepared and/or provided by third parties ("Providers"). The Information is the property of the Provider or their licensors, who are solely responsible for its content, and is protected by law. You agree not to reproduce, distribute, sell or commercially exploit the Information in any manner without written consent of the Provider. Longbridge reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by Longbridge or a solicitation to buy or sell. Longbridge, its affiliates, and the Providers do not guarantee accuracy, timeliness, or completeness of the Information, and you should consult an advisor before making investment decisions. Reliance on quotes, data or other information is at your own risk. Longbridge THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, INCLUDING WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR USE OR WARRANTY OF NON-INFRINGEMENT.
10. Proprietary Trading - Display of Customer Orders
You authorize Longbridge to execute proprietary trades for itself and its affiliates, even though Longbridge may simultaneously hold unexecuted client orders for the same products at the same price. You further agree that Longbridge may trade with you for its own account or for a Longbridge affiliate or another client and may earn a profit on those trades.
11. Compliance with Rules and Laws
Without limiting any other provision of this Agreement, you agree to comply with all laws, rules, and regulations applicable to the export of the software or the Documentation. Specifically, you shall not export, re-export or trans-ship the software or the Documentation thereof in violation of any United States laws and regulations which may from time to time be applicable. No part of the software or underlying information or technology may be downloaded or otherwise exported or re-exported:
i. into any country to which the U.S. has embargoed goods; or
ii. to anyone on the U.S. Commerce Department's List of Persons Denied US Export Privileges in compliance with the Export Administration Regulations including the Unverified List (BIS), Entity List (GPO), Specially Designated Nationals List (Treasury), Debarred List (State) and Nonproliferation Sanctions List (State). By using the Services, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any country or named on any such list.
12. Compliance with Professional Trading and Large Trader Regulations
If you currently, or potentially, would qualify to be considered a professional trader or large trader by the U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Commodity Futures Trading Commission (CFTC), or any officially recognized regulatory or self-regulatory organization in the United States or abroad, you hereby understand and agree to adhere to the regulations and requirements set forth regarding operating in accordance with the applicable rules and regulations.
13. Regulated Persons and Entities; Control Persons and Insiders:
Unless you provide written Notice to Longbridge otherwise, you represent that you are not: a broker-dealer; futures commission merchant; regulated investment professional; or affiliate, associated person or employee thereof. You agree to submit a written Notice to Longbridge immediately if you become employed or associated with a broker-dealer, futures commission merchant or other type of regulated investment professional. You will provide Longbridge with immediate written Notice if you, or any person or entity affiliated with you or acting on your behalf, is or becomes an insider or control person with respect to any security listed on any exchange.
14. Data Disclosure
Longbridge data, including (i) market data from different securities exchanges and licensed third-party vendors; (ii) fundamental data such as financial reports, analysis data, and corporate actions; (iii) general news and information; (iv) educational material and information; and (v) other data, is available on the Longbridge application, Longbridge website, and any other Longbridge products and services. All proprietary market data is owned by the respective exchanges and their licensors. Longbridge data is not intended to provide financial, legal, tax, or investment advice or recommendations. Longbridge and its third-party data service providers do not guarantee the accuracy, completeness, timeliness, or availability of any information that they provide. Market data and other information may be subject to delays, omissions, interruptions, system failures, or other inaccuracies. Displayed prices may not represent the current National Best Bid or Offer (NBBO) or executable prices available in the market. Longbridge does not bear any legal responsibility to you for any loss or damage arising from any delay, error, omission, or inaccuracy in such market data or other data.
i. The market data and news information are provided by third-party data service providers. Longbridge has not been involved in the preparation, adoption, or editing of third-party content and does not explicitly or implicitly endorse or approve such content. The third-party content providers do not implicitly or explicitly endorse or approve the content that they provide, nor do they give investment advice or advocate the purchase or sale of any security or investment. You agree not to redistribute, publish, or commercially use any market data unless separately and expressly authorized under applicable exchange rules.
ii. Other data is data provided by Longbridge but obtained from third parties. Such data is provided “as is,” and Longbridge does not guarantee the accuracy, completeness, or reliability of such data. Longbridge does not bear any legal responsibility to you for any loss or damage arising from a delay, error, or omission in such other data.
iii. While Longbridge makes every attempt to provide accurate and timely information to serve the needs of its users, it cannot guarantee the accuracy, completeness, timeliness, or applicability of any usage. Information provided to you does not constitute investment advice. You are solely responsible for any risk, result, or consequence arising from actions taken based on or in reliance on the information and other content provided through the products, and Longbridge does not bear any legal responsibility for any results of those actions.
iv. Longbridge is in no way responsible for any malfunction of the network or devices used by you, or for any delay, suspension, or interruption of market data disseminated by securities exchanges or third-party service providers, even if resulting in information or record loss. Longbridge is not responsible for any service interruption or loss to you resulting from a force majeure event or other circumstances beyond its control.
v. Longbridge will make all reasonable efforts to notify you in advance of normal service interruptions caused by system maintenance or updates. Longbridge retains the right to suspend or terminate parts of, or the whole of, its network services without prior notice to you. Longbridge is not responsible for any loss arising from service interruption, suspension, or termination.
vi. While using the software, you are advised to choose a safe network environment and keep your logon credentials secure to prevent identity theft. Any action taken on the account following a proper log-in using the correct password will be regarded by Longbridge as having been performed by you, and you will be fully responsible for all such actions and their resulting consequences.
vii. Using a device that has been rooted or jailbroken decreases the security of your information and increases your susceptibility to various forms of online fraud. Before using the software, Longbridge strongly encourages you to fix your rooted or jailbroken device, as Longbridge will bear no responsibility for any loss resulting from the use of such a device. You may refer to the Longbridge Data Disclaimer and other related disclosures for more details.
viii. Hong Kong Stock Exchanges and Clearing Limited (“HKEx”) requires the following disclosure: HKEx Information Services Limited, its holding companies, and/or any subsidiaries of such holding companies endeavor to ensure the accuracy and reliability of the Information provided but do not guarantee its accuracy or reliability and accept no liability (whether in tort or contract or otherwise) for any loss or damage arising from any inaccuracies or omissions.
15. Confirmations and Trade Reporting Errors
i. Longbridge has no responsibility for your transmission of orders that are inaccurate or not received by Longbridge’s Clearing Broker and Clearing Broker may execute any order or trade on the terms actually received. You are bound by its trades as executed, if execution is consistent with your order as entered. Longbridge may, in its sole discretion, adjust your account to correct any error. You agree to promptly return to Longbridge any erroneous payment, transfer or distribution.
ii. You will monitor each order until Longbridge confirms execution or cancellation. Confirmations of executions or cancellations may be delayed or erroneous reporting (e.g., due to computer system issues or other inaccuracies), or may be cancelled or adjusted by an exchange, market or dealer. You will submit Notice to Longbridge immediately (but in no event within more than one (1) business day) if: (i) you fail to receive an accurate confirmation; (ii) You receive a confirmation that is different than your order; or (iii) You receive a confirmation for an order that you did not place. If you fail to provide such Notice, Longbridge reserves the right to remove the trade from your account or require you to accept the trade, at Longbridge's sole discretion. You shall provide Longbridge with immediate Notice upon receipt of erroneous information in any account statement or other form not addressed in (i) - (iii) above.
16. External Links
Longbridge and/or the third-party providers may provide links to other websites or resources. Because neither Longbridge or the third-party providers have any control over such sites and resources, you acknowledge and agree that neither Longbridge nor the third-party providers are responsible for the availability or content of such external sites or resources. Longbridge and the third-party providers do not endorse and are not responsible for any content, advertising, products, or other materials on or available through such sites or resources, and you agree that your access to or use of such websites, content or services is entirely at your own risk. You further acknowledge and agree that neither Longbridge nor the third-party providers are responsible, directly or indirectly, for any damage or loss caused, or alleged to be caused, by or in connection with use of or reliance on, any such content, goods or services available on or through any such other site or resource.
17. Dispute Resolution
i. Any controversy or dispute arising from the software or the provision of Longbridge Services will be referred to and finally resolved by appropriate legal means in accordance with local laws and regulations.
ii. In any dispute between you and Longbridge, both parties agree to settle the dispute through friendly negotiation or binding arbitration in accordance with the Customer Agreement.
18. Rights of Third Parties
No person or entity who is not a party to this Agreement shall have any right to enforce any of these Terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee in accordance with the provisions of these Terms.
19. Amendments
Longbridge, in its sole discretion, may amend, modify, or supplement this Agreement from time to time (each an “Amendment”). Company will post the updated Agreement on its website and notify you of such Amendment. Continued use of the Services will signify your acceptance and agreement to any such Amendment. A failure by Longbridge to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit the right for Longbridge to enforce such provision at a later time. Any waivers granted by Longbridge must be in writing to be effective. In the event of any question regarding the rights and obligations between you and Longbridge, the revised Terms shall govern.
20. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
21. Titles/Headings
The titles and headings contained in this Agreement are included for convenience only and form no part of the Agreement between the Parties.
22. No Investment Advice
LONGBRIDGE AND ITS AFFILIATES ARE NOT FINANCIAL ADVISORS AND DO NOT OFFER ANY FINANCIAL ADVICE. ALL INVESTING INCURS RISK INCLUDING, BUT NOT LIMITED TO, THE LOSS OF PRINCIPAL AND YOU COULD LOSE MORE THAN YOUR INITIAL INVESTMENT.
ANY INVESTMENT INFORMATION PROVIDED BY LONGBRDGE DOES NOT CONSTITUTE AN OFFER TO BUY, SOLICITATION OF AN OFFER TO SELL, OR A RECOMMENDATION TO TRADE ANY STOCKS, OPTIONS, OR ANY OTHER FINANCIAL PRODUCTS.
ANY INFORMATION PROVIDED BY LONGBRIDGE REGARDING SPECIFIC INVESTMENTS OR TRADING STRATEGIES IS PROVIDED FOR EDUCATIONAL AND ILLUSTRATIVE PURPOSES ONLY. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
INFORMATION PROVIDE BY LONGBRIDGE DOES NOT AND IS NOT INTENDED TO CONSIDER THE PARTICULAR FINANCIAL CONDITIONS, INVESTMENT OBJECTIVES, OR REQUIREMENTS OF INDIVIDUAL CUSTOMERS. BEFORE MAKING INVESTMENT DECISIONS, YOU SHOULD CONSIDER WHETHER IT IS SUITABLE FOR YOUR PARTICULAR CIRCUMSTANCES AND, AS NECESSARY, SEEK PROFESSIONAL ADVICE.
23. Service of Process
You agree that Longbridge may effect service of process for any legal proceeding, including but not limited to arbitration actions, by email and either first-class US mail or overnight mail delivery to the email address and mailing address you have most recently provided to Longbridge in connection with your Longbridge account.
24. Entire Agreement/Choice of Law
This Agreement is governed by and construed in accordance with the substantive laws of New York, without giving effect to conflict-of-laws principles. The Agreement describes and encompasses the entire agreement between you and the Company, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Services and the Documentation, and the subject matter of this Agreement.
25. Attorney's Fees
With the exception of Longbridge's right to recover, from you, the cost of Longbridge's attorneys' fees under paragraph 9 hereunder, in all other instances, including but not limited to arbitration, mediation, litigation, inquiry, or any other matter or proceeding between or regarding you and Longbridge, Longbridge and you agree: (i) to bear their own legal costs, including attorney's fees; and (ii) waive rights to recover from the other party any such costs or fees incurred to the extent permissible under applicable law. Each party agrees to indemnify the other party for any costs or fees, including attorney's fees, incurred defending itself against any attempt by the other party to recover attorney's fees in violation of this provision.
26. Mandatory Arbitration
i. 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 MAY 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.
You agree that any controversy, dispute, claim, or grievance between Longbridge, any Longbridge affiliate or any of their shareholders, officers, directors employees, associates, or agents, on the one hand, and you or, if applicable, your shareholders, officers, directors employees, associates, or agents on the other hand, arising out of, or relating to, this Agreement, or any account(s) established hereunder in which securities may be traded; any transactions therein; any transactions between Longbridge and you; any provision of the Customer Agreement or any other agreement between Longbridge and you; or any breach of such transactions or agreements, shall be resolved by arbitration, in accordance with the rules then prevailing of any one of the following: JAMS (pursuant to JAMS's Comprehensive Arbitration Rules and Procedures), the Financial Industry Regulatory Authority, or the arbitration forum of any exchange of which Longbridge is a member, as the true claimant-in-interest may elect. If you are the claimant-in-interest and have not selected an arbitration forum within ten days of providing notice of your intent to arbitrate, Longbridge shall select the forum. The award of the arbitrators, or a majority of them, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. In all judicial actions, arbitrations or dispute resolution methods, the parties waive any right to punitive damages.
ii. 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:
a. the class certification is denied; or
b. the class is decertified; or
c. You are excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH 54 BY SIGNING THIS AGREEMENT I ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AND THAT I HAVE RECEIVED, READ AND UNDERSTOOD THE TERMS THEREOF.