ChoiceTrade provides self-directed investors with discount brokerage services, and does not make recommendations or offer investment advice. You alone are responsible for evaluating the merits and risks associated with the use of our systems, services or products. Please review carefully the following information before making any investment decisions.
ChoiceTrade may at any time revise these Disclosures. You agree to be bound by subsequent revisions and agree to review the Disclosures periodically for changes. The most updated version of these documents will always be available for your review on this page, accessible by clicking on the "Disclosures" link that appears at the bottom of the pages on the website.
Please review the ChoiceTrade Web Site User Agreement ("Agreement") regarding your use of the ChoiceTrade Web site. Throughout this Agreement , "ChoiceTrade" refers to ChoiceTrade and its affiliates and "you" and "your" shall refer to the ChoiceTrade account owner and/or potential account owner. This Agreement is separate from your Customer Account Agreement and any other agreement relating to any account you may have with ChoiceTrade. The Customer Agreement and any other agreement set forth additional obligations you have as a ChoiceTrade account owner.
High volumes of trading at the market opening or intra-day may cause delays in execution and executions at prices significantly away from the market price quoted or displayed on the Internet at the time the order was entered.
In the event that Nasdaq and OTC orders are routed to market makers for execution, during times of high market volatility, market makers may execute orders manually or reduce their size guarantees, resulting in possible delays in order execution and losses.
Although ChoiceTrade employs state-of-the art, high-capacity, fully redundant systems, there is the possibility of delayed executions and market losses during periods of volatility in the price and volume of a particular security, such as in cases when systems problems result in the inability to place buy and sell orders. In addition, customers may experience difficulty accessing their account(s) due to high Internet traffic or because of systems capacity limitations. System response and access times may vary due to market conditions and other factors. Furthermore, high volumes of trading and volatility may result in executions at prices significantly different from the price quoted or displayed at the time of order entry. In cases where Internet trading has been disabled, ChoiceTrade has registered representatives to take orders over the phone between 9:30 AM and 4 PM. However, during periods of high volume, customers may experience delays in reaching a representative.
ChoiceTrade does not provide investment, tax, legal or accounting advice regarding the potential value or suitability of any securities or investment strategies and ChoiceTrade is not authorized to give any such advice. Under no circumstances is the information contained herein to be used or considered as an offer to sell or a solicitation of an offer to buy any particular investment. You are solely responsible for any and all orders placed in your account(s) and any investment decision or strategy that you make or utilize is done so at your sole discretion and at your own risk.
Not all securities, products or services described are available in all countries and nothing on this Web site constitutes an offer or solicitation of these securities, products or services in any jurisdiction where their offer or sale is not qualified or exempt from registration. You agree that you are solely responsible for determining whether or not your non-U.S. jurisdiction permits you to use this Web site and engage in securities transactions through it.
You agree that you are the sole and exclusive owner and the only authorized user of your Account Number, User Name and Password (collectively, "Password") and you accept full responsibility for the use, protection and confidentiality of the Password as well as for any transaction occurring in any account using the Password. You accept full responsibility for the monitoring and safeguarding of your account(s).
Any third party research and information accessible through ChoiceTrade is based upon the consideration that it is reliable, but ChoiceTrade does not represent that the information is accurate or complete or make any warranties, either express or implied, with regard to the results to be obtained from its use.
Each participating national securities exchange or association, any organization, including any electronic communications network, whether incorporated or not, or any other supplier of market data (collectively, "Information Providers") has a proprietary interest in all of the market data it furnishes to the parties that disseminate the data. Neither ChoiceTrade nor any Information Providers guarantees the timeliness, sequence, accuracy, completeness or reliability of market data or any other market information disseminated to or by any party. Neither ChoiceTrade nor its third party providers or Information Providers warrant that the service will be uninterrupted or error free. Any Information Providers may discontinue disseminating market data or change or eliminate any transmission method at any time and you will not hold any Information Providers liable for any loss or damages that may result. Your use of ChoiceTrade, any of its services, including online services or any software provided is at your sole risk. The ChoiceTrade service is provided on an "as is", "as available" basis, without warranties of any kind, either express or implied, including, without limitation, those of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
You agree not to hold ChoiceTrade, its third party providers or any Information Providers liable in any way to you or to any other person and you shall indemnify and hold harmless ChoiceTrade, its third party providers, and any Information Providers for (1) any inaccuracy of, error or delay in, or omission of (a) any such data, any error or delay of information or message or (b) the transmission or delivery of any such data, information or message or (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay or omission, (b) non-performance, or (c) interruption in any such data, information or message, due either to any negligent act or omission by ChoiceTrade, its third party providers, or any Information Providers or to any "force majuere" (e.g. flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction) or any other cause beyond the reasonable control of ChoiceTrade, its third party providers, or any Information Providers. You understand that third party providers or any Information Providers may enforce the terms of this Agreement directly against you. You will use any market data, including real-time quotes, only for your individual use and you will not provide such market data to any person or entity.
You agree that ChoiceTrade and its affiliates and Electronic Transaction Clearing and its affiliates and their respective officers, directors, agents and employees, under no circumstances, including negligence, or anyone else involved in creating, producing, delivering or managing any of ChoiceTrade's systems shall be liable for any incidental, special, consequential or indirect damages that result from inconvenience, delay or loss of the use of the service even if ChoiceTrade has been advised of the possibility of such damages. These exclusions or limitations of liability will not apply to the extent that any applicable statute or rule prohibits such exclusion or limitation of liability.
If you have any questions concerning the information contained in the User Agreement, please contact us by email.
This agreement ("Agreement") contains important information regarding the terms and conditions which apply to your brokerage account with LetsGoTrade, Inc. d/b/a ChoiceTrade, Member FINRA/SIPC, hereinafter referred to as "ChoiceTrade". The ChoiceTrade User Agreement is incorporated by reference into this Agreement.
Notwithstanding any language to the contrary in this or other agreement you entered into with ChoiceTrade or its clearing firm, if the terms of this Agreement are in conflict with the terms of another agreement(s), then the terms of this Agreement shall prevail.
ChoiceTrade has entered into clearing arrangements with Electronic Transaction Clearing, Inc. and Velox Clearing LLC. The clearing firm where your account is held is referred to hereinafter as "our clearing firm". According to this clearing agreement, our clearing firm will perform certain services and is carrying your account as a clearing broker pursuant to the clearing agreement. These services include but are not limited to the preparation of customer trade confirmations and customer statements, the settlement of securities transactions, the performance of designated cashiering functions, the carrying of customer securities, the providing of credit in connection with the purchase, carrying and borrowing of securities, and the preparation of certain books and records related to reported securities transactions. Furthermore, unless our clearing firm receives from you prior written notice to the contrary, it may accept from ChoiceTrade, without inquiry or investigation, orders for the purchase or sale of securities and/or other property in your account, on margin or otherwise. Neither our clearing firm nor any of its affiliates and their respective officers, directors, agents and employees are responsible or liable for any representations, acts or omissions that may be made by ChoiceTrade and its associates. ChoiceTrade is not acting as the agent of our clearing firm. Our clearing firm is not acting as your agent and neither our clearing firm nor any of its affiliates and their respective officers, directors, agents and employees are responsible or liable for any trading loss incurred by you. ChoiceTrade may license its online trading technology from an unrelated third party, hereinafter referred to as the "Licensor." To the extent required by law or regulation, ChoiceTrade is responsible for monitoring and supervising the compliance with the rules and regulations for the opening, approving and monitoring of your account and you should direct any questions you have regarding your account directly to ChoiceTrade. If our clearing firm sends you a notice detailing allocation of responsibilities, you agree that the allocation of responsibilities therein only pertains to such allocation between us and our clearing firm, and not between us and you. Your responsibilities are mentioned in this agreement.
YOU UNDERSTAND AND AGREE THAT THE APPLICABLE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE ARBITRATION PROVISIONS, APPLY TO BOTH CHOICETRADE AND OUR CLEARING FIRM AND THIS AGREEMENT AND ANY RELATED AGREEMENTS SHALL GOVERN ALL MATTERS BETWEEN OR AMONG YOU AND CHOICETRADE AND OUR CLEARING FIRM, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES. YOU UNDERSTAND AND AGREE THAT ANY RIGHTS THAT EITHER OUR CLEARING FIRM OR CHOICETRADE HAS UNDER THIS AGREEMENT MAY BE EXERCISED BY EITHER OUR CLEARING FIRM OR CHOICETRADE OR MAY BE ASSIGNED TO THE OTHER, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO COLLECT ANY DEBIT BALANCE OR OTHER OBLIGATIONS OWING IN YOUR ACCOUNT(S) AND THAT OUR CLEARING FIRM AND CHOICETRADE MAY COLLECT FROM YOU OR ENFORCE ANY OTHER RIGHTS UNDER THIS AGREEMENT INDEPENDENTLY OR JOINTLY.
PLEASE READ THIS AGREEMENT CAREFULLY and retain it for future reference. By signing your application you accept and agree to abide by all of the terms and conditions as set forth in this Agreement. You understand and acknowledge that ChoiceTrade may modify or change the terms and conditions set forth herein by posting such modifications or changes online, and your use of the account after acknowledging such posting shall constitute acceptance of such modifications or changes. If you do not agree with any of these terms and conditions or find any part of these terms and conditions unacceptable, do not sign your application and do not submit it to us.
As used in this Agreement herein, "you" and "your" shall refer to the individuals or parties, who are the account owners and sign the ChoiceTrade new account application or agree to this Agreement.
Throughout this Agreement, "obligations" means all indebtedness, debit balances, liabilities or other debt of any kind whether now existing or hereafter arising in your account, even after the closure of your account.
Throughout this Agreement, "securities and/or other property," refers to, but is not limited to, money, securities, financial instruments and commodities of every kind and nature and all contracts and options, whether for present or future delivery.
1. Opening Account, Account Approval and Credit Investigations
You acknowledge that all of the information you provided in your account application is accurate and truthful and that no one except you has an interest in any of your accounts. If more than one person signs the ChoiceTrade new account application or is indicated as the account owner on this account form, their obligations under this Agreement shall be joint and several.
You acknowledge and agree that if you check the appropriate box on the new account application that you specifically want to establish a Margin Account, ChoiceTrade will establish your account, as legally permissible and if approved, as a Margin Account. If you do not check the box, the terms and conditions listed in the 'Margin Accounts' section of this Agreement will not apply to you.
This Agreement is effective only upon approval by ChoiceTrade. ChoiceTrade or our clearing firm may decline your application for any reason. You authorize ChoiceTrade and our clearing firm, in their discretion at any time and from time to time, to request or obtain a credit report on you and upon your written request, ChoiceTrade or our clearing firm will provide the name and address of the reporting agency that furnished the reports.
2. No Investment Advice
You understand that ChoiceTrade, our clearing firm, or any of their associates, affiliates, or third party providers, including the Licensor do not provide investment, tax, legal or accounting advice with respect to the potential value or suitability of any particular security or investment strategy. You further understand that ChoiceTrade and our clearing firm are not authorized to give any such advice, and that you will not construe any third party research or recommendation (even if the third party is affiliated with Choicetrade), the text of ChoiceTrade’s emails or other service accessible through ChoiceTrade, whether or not regarding any particular security or investment strategy, as an endorsement or recommendation to buy or sell any of the securities and/or other property discussed therein. Any third party research or other service accessible through ChoiceTrade is based upon the consideration that it is reliable, but ChoiceTrade and the Licensor do not represent that the information is accurate or complete. You agree not to hold ChoiceTrade, our clearing firm, or any of their associates, affiliates, or third party providers, including the Licensor liable for any decisions concerning your account, including but not limited to, all orders entered by you, electronically or otherwise. You agree that ChoiceTrade is not responsible for determining whether each investment you make is consistent with your risk tolerance level or your financial and investment profile. You assume full responsibility for any transactions placed in your account, electronically or otherwise, and any investment decision or strategy that you make or utilize is done so at your sole discretion and at your own risk.
3. Fees and Charges
ChoiceTrade and our clearing firm may charge commissions and other fees for execution or any other service furnished to you and you agree to pay the fees and charges as they apply to your account, transactions and other services you receive. These fees include, but are not limited to, fees charged by regulatory and self-regulatory organizations, paper statement and trade confirmation fees, and fees for excessive quote usage. In the event your state or other jurisdiction charges ChoiceTrade a transaction or business tax or fee, not including income tax, on transactions or revenue or profit on securities activity, this amount will be added to your commission or the cost of your trade. You understand that the transactional fees we charge you will reduce your profits and increase your losses, and that if you transact small dollar amounts, this effect will be magnified. You agree that you will be solely responsible for any adverse effect of transacting small dollar amounts. ChoiceTrade may require you to make an initial minimum deposit to open your account and to maintain a minimum balance in the account thereafter, in order to avoid any maintenance fees. You understand that all fees and charges are subject to change by ChoiceTrade from time to time after notice to you, which notice may be a posting on the website. A fee schedule is available on the website. In the event ChoiceTrade does not know the exact amount of certain fees charged by parties other than ChoiceTrade, such fees may be posted on the fee schedule as “As Determined” or some similar designation. You expressly agree to pay the amount of such fees, when debited to your account. Once a fee change is posted on the site, your use of the site or your ChoiceTrade account constitutes your acceptance of the new fee. In addition, you agree that ChoiceTrade may pay an access fee per order and/or other types of referral fees, software fees or advertising fees to certain parties that refer you to ChoiceTrade, and you also agree that some of these referral sources may have ownership in ChoiceTrade or ChoiceTrade may have ownership in the referral source(s), or both.
4. Transactions and Settlements
All orders for the purchase and sale of securities and/or other property will be authorized by you and executed with the understanding that you intended to transact an actual purchase or sale. It is your intention and obligation, in every case, to pay in full, or deliver certificates to cover any sales, on or before settlement date, for any security and/or other property purchased or sold for your account. If ChoiceTrade makes a sale of any securities and/or other property at your direction and if you fail to deliver to ChoiceTrade or our clearing firm any securities and/or other property that ChoiceTrade has sold at your direction, ChoiceTrade or our clearing firm is authorized, subject to applicable laws, to borrow or otherwise obtain the securities and/or other property, without notice, to enable ChoiceTrade or our clearing firm to make delivery and you understand that you will be responsible for any cost or loss that ChoiceTrade or our clearing firm may incur, including the cost of borrowing and obtaining the securities and/or other property.
Though orders are usually routed to the marketplace within seconds, certain orders received by ChoiceTrade, may be subject at ChoiceTrade’s sole discretion to manual review and entry, which may cause delays in the processing of your orders and you will not hold ChoiceTrade responsible for any delays that the manual review and entry might cause. You also understand that you will receive the price at which your order executes in the marketplace, which may be significantly different from the price of the security at the time when you placed your order through ChoiceTrade. Further, you understand that entering an order through ChoiceTrade, including market orders, either electronically or otherwise, does not guarantee execution of the order, and you agree that neither ChoiceTrade nor third party providers, including the Licensor shall be responsible for any order that is not executed. You understand that ChoiceTrade, our clearing firm, the Financial Industry Regulatory Authority (FINRA), and any organized exchange have the right to break any executed transaction on the grounds that it was, in their opinion, "clearly erroneous". ChoiceTrade shall not be deemed to have received any order electronically or otherwise transmitted by you until it has actual knowledge of such order.
5. Purchases of Securities
To process orders to purchase securities, ChoiceTrade and our clearing firm generally require that your account contain sufficient funds equal to or greater than the purchase price of the securities prior to the trade date. If any order in your account is inadvertently accepted and executed without sufficient funds, you understand that your account will be subject to cancellation or liquidation at ChoiceTrade's or our clearing firm's discretion. You are responsible for your orders, including any orders which exceed available funds in your account and you must monitor the status of your account, including any orders, at all times.
If full funds are not available in your account and an order is processed, your payment must be promptly submitted to ChoiceTrade or our clearing firm to assure that such payment will be received and processed on or prior to settlement date. If payment is not received by settlement date, or as market conditions warrant, your account may be liquidated, without prior notification. In the event that your account is liquidated, you will be liable for any resulting losses and all associated costs incurred by ChoiceTrade or our clearing firm.
6. Sale of Securities; Short Sales
ChoiceTrade generally requires that prior to the acceptance of a sell order, the stock certificates be deposited into your account and in good deliverable form. You agree that any order in your account that is inadvertently accepted without negotiable certificates in your account will be subject to cancellation or buy-in at ChoiceTrade's or our clearing firm's discretion. Furthermore, any order accepted without negotiable certificates in your account, will be deemed a "short" sale unless, at the time the order was entered, you expressly request and receive permission from ChoiceTrade that the sale is a long sale. Placing any sell order that is a long sale, constitutes your representation that you own the security with respect to the order that has been placed, and that you agree to deliver the securities sold to ChoiceTrade in good deliverable form on or before settlement date. You are responsible for any losses or expenses incurred by ChoiceTrade or our clearing firm as a result of your failure to make such delivery.
You understand that in placing any sell order for a "short" account, you will designate the order as such and hereby authorize ChoiceTrade to mark the order as being "short" at the time the order is placed. ChoiceTrade or our clearing firm must be able to borrow the security that you do not own in order to complete the short sale and if ChoiceTrade or our clearing firm are unable to borrow the security that you sold short, you will be subject to a buy-in. Short sales are only permitted if you have a current agreement with our clearing firm allowing such sales.
All other sell orders will be for securities owned by you at the time the order is placed, and must be long and in good deliverable form in your account on or before settlement date of the transaction.
You understand that the proceeds of the sale cannot be paid to you until ChoiceTrade or our clearing firm has received the certificate(s) in good and deliverable form. If the certificate(s) are not received on or before settlement date, or as market conditions warrant, the securities may be purchased on the open market by ChoiceTrade or our clearing firm in accordance with the requirements under Regulation T of the Federal Reserve Board. If the securities are bought in, you will be responsible for any resulting losses and all associated costs incurred by ChoiceTrade or our clearing firm.
7. Accuracy of Account Information
You represent that you are of required legal age to enter into this Agreement. Further, you represent that unless you have notified ChoiceTrade to the contrary, neither you nor any member of your immediate family is an employee of any exchange, or of any corporation in which any exchange owns a majority of the capital stock, or a member of any exchange, or self-regulatory agency, or a member of any firm or member corporation registered on any exchange, or of a bank, trust company, insurance company, or of any corporation, firm or individual engaged in the business of dealing, either as broker or principal, in securities bills of exchange, acceptances or other forms of commercial paper. You agree to promptly notify ChoiceTrade in writing if you, or any member of your immediate family, become so employed and you acknowledge that you have disclosed any affiliation information to ChoiceTrade. You warrant that each and every piece of information you provide to ChoiceTrade on your account application and in relation to your ChoiceTrade account is accurate and truthful. If such information changes, you agree to notify ChoiceTrade promptly in writing.
8. Payment for Order Flow
It is a requirement of the Securities and Exchange Commission (SEC) and FINRA that all broker/dealers inform their customers of payment for order flow practices when a new account is opened, and on an annual basis thereafter, and on confirmations. You acknowledge that ChoiceTrade may receive compensation for directing orders through designated "market makers" and specialists on registered U.S. exchanges for execution. Consistent with the overriding principle of best execution and subject to applicable regulatory requirements, ChoiceTrade will route orders to primary exchanges and other market centers, including regional securities exchanges, dealers that make markets over-the-counter and Electronic Communication Networks (ECN). ChoiceTrade takes a number of factors into consideration in determining where to send your orders, including execution price and opportunities for price improvement, the speed and accuracy of execution, the level of service provided, the cost of executing orders at a particular market or firm, whether cash or non-cash payments will be received for routing order flow and reciprocal business arrangements. Price improvement occurs when an order is executed at a price more favorable than the displayed national best bid or offer. ChoiceTrade regularly reviews transactions for quality of execution purposes. You agree that ChoiceTrade may use its discretion in selecting a particular exchange or market center in which to route your order. The source and amount of any compensation received in connection with a transaction and any additional information concerning order flow will be disclosed upon written request.
9. Applicable Rules and Regulations
All transactions for your account shall be subject to the applicable laws, rules, regulations, customs and usages of all federal, state and self-regulatory authorities, including but not limited to, the rules and regulations of the Securities and Exchange Commission, FINRA, and the Board of Governors of the Federal Reserve System. Furthermore, all transactions for your account shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market (and clearing house) where such transactions are executed. Also, where applicable, all transactions shall be subject to the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. By signing your application, you warrant that you are aware of securities rules relative to your account activity. Should you or any party trading in your account violate one or more rules and should ChoiceTrade or its clearing firm face regulatory action, you hereby agree to indemnify ChoiceTrade and its clearing firm and to reimburse us for all associated costs including without limitation fines, cost of defense and reputational damage. The foregoing applies even if you have closed your account with us as long as the events that led to regulatory action occurred between the time you applied and the time you closed your account.
10. Joint Accounts
If this is a joint account, each of you signing this Agreement (each a "joint owner") agrees that he or she shall be jointly and severally liable for all obligations arising under the Agreement and for any amounts due to ChoiceTrade or our clearing firm pursuant to this Agreement. Each joint owner irrevocably appoints the other(s) as attorney-in-fact to take all action on his or her behalf and to represent him or her in all matters with respects to this Agreement. ChoiceTrade and our clearing firm are authorized to act upon the instructions of any joint owner and you agree that ChoiceTrade and our clearing firm shall be fully protected in acting upon the instructions of any joint owner. Each joint owner shall have the authority to buy and sell securities and/or other property on margin or otherwise, as allowed in the account, receive confirmations, statements and communications of every kind related to the account and to receive money, securities and/or other property in the account. ChoiceTrade shall not be responsible for determining the purpose or propriety of an instruction received from any account owner or for the demand for deliveries or payments. Each joint owner agrees that any notice sent to any joint owner shall be deemed to be notice sent to all joint owners.
In the event of the death of any of the joint owners, the surviving joint owner(s) shall immediately provide ChoiceTrade with proper written notice of such event. You understand that ChoiceTrade and our clearing firm may, before or after receiving such notice, take such proceedings, require such documents, retain such portion of and restrict transactions in the account as deemed advisable to protect them against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of any deceased joint owner shall be liable and each survivor will be jointly and severally liable to ChoiceTrade and our clearing firm for any debt or loss in the account resulting from the completion of transactions initiated prior to the receipt of a written notice of such death by ChoiceTrade, or for debt or loss incurred in the liquidation of the account or the adjustment of the interests of the joint owners.
Any taxes or other expense becoming a lien against or being payable out of the account as the result of the death of any of the joint owners, or through the exercise by his or her estate or representatives of any rights in the account, shall be chargeable against the interest of the surviving joint owner(s) as well as against the interest of the deceased joint owner's estate.
ChoiceTrade reserves the right to require written instructions from all account owners, at its sole discretion. Furthermore, ChoiceTrade reserves the right, but is not obligated, to place trading, disbursement and other restrictions on an account in the event ChoiceTrade receives notice of a dispute among, or conflicting instructions from, joint account owners.
11. Confirmations, Statements, Notices and Other Communications
You understand that it is your responsibility to review upon first receipt, all confirmations of the execution of orders (transactions), all account statements and any notices and other communications, including but not limited to, margin and maintenance calls. Transactions shall be conclusive and binding upon you, if not objected to in writing by you, within five (5) days after the confirmation is sent to you. The information contained in your account statement, except for the executions of orders, which is covered in the preceding sentence, shall be conclusive and binding upon you, if not objected to in writing by you, within ten (10) days after the statement is sent to you. In all cases, ChoiceTrade reserves the right to determine the validity of your objection. If you have a retirement account and receive summary statements from the custodian, you will rely on your brokerage statements and confirms that we or our clearing firm send you to review and oversee your account activity, not on the summary statements received from the retirement account custodian.
You agree that all notices and other communications, including but not limited to, margin and maintenance calls, delivered by email or mail to your address on record that you provided to ChoiceTrade shall, until ChoiceTrade has received notice in writing of any different address, be deemed to have been personally delivered to you whether actually received or not. Notices and other communications may also be provided to you verbally. Such notices and other communications left for you on your answering machine, or otherwise, shall be deemed to have been received by you whether actually received or not.
You agree that ChoiceTrade and our clearing firm fulfill their legal or contractual obligation to deliver any notice or other communication if delivered through electronic mail or other electronic means. All notices and other communications sent through electronic mail or other electronic means will contain all of the information as it appears in such documents as sent to you through the mail. You agree that you have read ChoiceTrade's Business Continuity Plan summary that appears at the bottom of each web page. You acknowledge that if you experience any difficulty receiving and/or opening any notices or other communications sent to you electronically by ChoiceTrade or our clearing firm, you will immediately contact ChoiceTrade to have the appropriate documents sent to you by other means. You acknowledge that your failure to contact ChoiceTrade regarding any such difficulty within two (2) days after delivery of any notice or other communication will be considered an affirmation that the appropriate documents were received and opened by you.
Before placing your first order, you have read and agree with all disclosures emailed to you and provided on our Web site, including without limitation, risk, pre- and post-market trading, margin and option disclosures. Additionally, before you place your first order in a particular mutual fund, ETF, or any other security requiring a prospectus, you hereby agree that you have yourself accessed online, read and understood the contents of each such prospectus. If you are not in agreement with any aspect of these documents, you will not place orders with us.
You may obtain information about the Securities Investor Protection Corporation, including the SIPC brochure, by contacting SIPC at www.sipc.org or 202-371-8300.
12. Payment of Indebtedness
You agree at all times to be liable for the payment to ChoiceTrade or our clearing firm, upon demand of either ChoiceTrade or our clearing firm, of any debit balance or other obligations owing in any of your accounts at ChoiceTrade. If this is an entity account, then the natural person signing the account application and all other principals of the entity agree at all times to be liable for the payment to ChoiceTrade or our clearing firm, upon demand of either ChoiceTrade or our clearing firm, of any debit balance or other obligations owing in the entity account at ChoiceTrade. Your account may not be closed without ChoiceTrade or our clearing firm first receiving all securities and/or other property for which the account is short and all outstanding debts which you owe to ChoiceTrade or our clearing firm for any reason whatsoever. We may liquidate positions and/or cancel orders in your account with or without notice to you to discharge your indebtedness. All reasonable costs and expenses of collection of any such indebtedness or debit balance, including but not limited to, ChoiceTrade personnel time at the rate of four hundred and fifty dollars per person per hour, attorneys’ fees and court costs, shall be payable by you to ChoiceTrade or our clearing firm. You agree to pay us the highest rate of interest permitted by law from the date your account balance becomes negative until the date we or our clearing firm receive good funds from you in full satisfaction of such balance and all collection expenses.
ChoiceTrade may offer you the privilege of trading against check or ACH deposits before actual collection or receipt of the proceeds. In this regard, you understand and agree that if a deposited check is dishonored by the bank on which the check drawn or the privilege is otherwise abused, ChoiceTrade may, at any time in its sole discretion without notice, revoke this privilege and/or liquidate all securities positions in your account that were purchased and/or sold short using the uncollected funds without incurring any liability on its part. You further agree, that any trading gains resulting from trading against uncollected funds represented by a deposited check or other financial instrument are the property of ChoiceTrade unless and until the funds represented by that instrument (not a substitute or supplemental instrument) are collected by ChoiceTrade, and that you remain responsible to ChoiceTrade for any trading losses resulting from such trading, in addition to your responsibility to make good any dishonored check.
If Customer also holds a futures account with our clearing firm, Customer hereby authorizes our clearing firm, without prior notice, to transfer assets from or to any account held with our clearing firm.
Notwithstanding any language to the contrary in this or other agreement you entered into with ChoiceTrade or our clearing firm, you expressly agree that either ChoiceTrade or our clearing firm may file a complaint in a court or other legal forum of their choice to collect an unsecured debit in your account. If you decide to move the action to, or file a counterclaim in, another forum, you agree to reimburse ChoiceTrade for all fees charged by such other forum to ChoiceTrade and our clearing firm, regardless of the outcome of the action. Such reimbursement shall be in addition to all other costs and expenses of collection.
13. Security Interest and Lien
All of your securities and/or other property in any account in which you have an interest or hereafter acquire an interest, which is now or hereafter held by ChoiceTrade or our clearing firm, shall be subject to a first and prior lien in favor of ChoiceTrade and our clearing firm for the discharge of any and all indebtedness or any other obligation you may have to ChoiceTrade or our clearing firm, and are to be held by ChoiceTrade or our clearing firm as security for the payment of any liability or indebtedness of yours to ChoiceTrade or our clearing firm in any of your accounts. You understand that ChoiceTrade and our clearing firm, subject to applicable laws, shall have the right to use and/or transfer securities and/or other property in any account with ChoiceTrade in which you have an interest whenever ChoiceTrade or our clearing firm considers such transfer necessary for their protection. In enforcing any liens, ChoiceTrade or our clearing firm at their sole discretion may determine which securities and/or other property are to be sold and which contracts or positions are to be closed.
14. Interest on Debit Balances
You understand that any debit balances in any of your accounts, whether or not such accounts are denominated as "Margin Accounts," may be charged interest in accordance with our clearing firm's established custom, as disclosed to you in margin agreement you signed, as amended. Any debit balance, which is not paid at the close of an interest period, will be added to the opening balance for the next interest period.
15. Free Credit Balances
You hereby authorize our clearing firm to use any free credit balance awaiting investment or reinvestment in your account in accordance with all applicable rules and regulations and to pay interest thereon at such rate or rates and under such conditions as are established from time to time by our clearing firm.
16. Restrictions on Account
You understand that ChoiceTrade or our clearing firm may restrict or prohibit trading of securities and/or other property in your account and may terminate your account, at any time, at their sole discretion and without prior notice to you, and you shall nevertheless remain liable for all of your obligations to ChoiceTrade and our clearing firm under this Agreement or otherwise.
17. Trading in OTC Securities
ChoiceTrade may offer you the ability of trading in OTC-Bulletin Board and Pink Sheet (collectively "OTCBB") securities in your account. If you engage in trading OTCBB securities, you acknowledge and understand the high level of investment risks associated with trading in OTCBB securities, which include but are not limited to, that OTCBB securities may be extremely volatile because of low liquidity and/or trading volume, that transactions in these securities may trigger unexpected fees (from parties other than ChoiceTrade and that OTCBB securities have very little public information available. Furthermore, you understand that OTCBB securities have the potential to be manipulated with an intention to create artificial demand and therefore, you should be wary of tips or advice from sources you don't know, especially email, chat rooms or message boards.
18. Arbitration Disclosures
The arbitration agreement in the next paragraph should be read in conjunction with these disclosures:
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.
19. Arbitration Agreement
Any and all controversies, disputes or claims, other than collection procedures against you to recover an unsecured debit in your account, between you and ChoiceTrade or you and ChoiceTrade’s clearing firm or you and ChoiceTrade and its clearing firm and/or their respective agents, representatives, employees, directors, officers or control persons arising out of, in connection with, from or with respect to (a) any provisions of or the validity of this agreement or any related agreements, (b) the relationship of the parties hereto, or (c) any controversy arising out of ChoiceTrade’s business, its clearing firm’s business, or your accounts, shall be conducted pursuant to the code of arbitration procedure of FINRA. Arbitration must be commenced by service of a written demand for arbitration or a written notice of intention to arbitrate. The decision and award of the arbitrator(s) shall be conclusive and binding upon all parties, and any judgment upon any award rendered may be entered in a court having jurisdiction thereof, and neither party shall oppose such entry. You expressly agree that, if you lose an arbitration against ChoiceTrade or our clearing firm, you will promptly reimburse ChoiceTrade and our clearing firm for all fees and costs incurred in defense of your claim, including without limitation, ChoiceTrade personnel time at the rate of four hundred and fifty dollars per person per hour, FINRA fees, legal fees, witness fees, and travel costs and expenses. For purposes of this paragraph, the word “lose” shall mean any outcome other than an award in your favor for the sum total of your claim(s). You agree that if you do not reimburse accordingly, you will be deemed to be indebted to ChoiceTrade, and ChoiceTrade may file a claim against you in a forum of its choice to enforce reimbursement.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
1. the class certification is denied;
2. the class is decertified; or
3. the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
If you are not residing in the United States at the time of any controversy between you and ChoiceTrade or our clearing firm subject to this arbitration agreement, you agree with and shall comply with the provisions discussed above and the following additional provisions: (1) you agree that the rules of the organization administering the arbitration, namely FINRA, specifically provides for the designation of the venue where the arbitration is to take place; (2) you agree to the personal jurisdiction of the courts of the State of New York to interpret and enforce any and all of these arbitration provisions and (3) you agree that all arbitrations shall be held in the English language, unless otherwise agreed to by the parties.
20. Information Providers and Market Data
You understand that each participating national securities exchange or association, any organization, including any electronic communications network, whether incorporated or not, or any other supplier of market data (collectively, "Information Providers") has a proprietary interest in all of the market data it furnishes to the parties that disseminate the data. You also understand that neither ChoiceTrade nor any Information Providers guarantee the timeliness, sequence, accuracy, completeness or reliability of market data or any other market information disseminated to or by any party. You understand that ChoiceTrade, its third party providers, including the Licensor, and the Information Providers do not warrant that the service will be uninterrupted or error free. You further understand and agree that any Information Providers may discontinue disseminating any market data or change or eliminate any transmission method at any time and that you will not hold any Information Providers liable for any loss or damages that may result. You agree that your use of ChoiceTrade, any of its services, including online services, or any software provided is at your sole risk. The ChoiceTrade service is provided on an "as is", "as available" basis, without warranties of any kind, either express or implied, including, without limitation, those of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
You agree not to hold ChoiceTrade, its third party providers, including the Licensor, or any Information Providers liable in any way to you or to any other person and you shall indemnify and hold harmless ChoiceTrade, its third party providers, including the Licensor, and any Information Providers for (1) any inaccuracy of, error or delay in, or omission of (a) any such data, information or message or (b) the transmission or delivery of any such data, information or message or (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay or omission, (b) non-performance, or (c) interruption in any such data, information or message, due either to any negligent act or omission by ChoiceTrade, its third party providers, including the Licensor, or any Information Providers or to any "force majeure" (e.g., flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, terrorist act, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction) or any other cause beyond the reasonable control of ChoiceTrade, its third party providers, including the Licensor, or any Information Providers. You understand that third party providers, including the Licensor and Information Providers may enforce the terms of this Agreement directly against you. You will use any market data, including real-time quotes, only for your individual use and you will not provide such market data to any person or entity.
21. Responsibilities and Limitation of Liability
You acknowledge that you are the sole and exclusive owner and the only authorized user of your Account Number, User Name and Password (collectively, "Password"), which provides access to your account at ChoiceTrade. You understand that you shall accept full responsibility for the use, protection and confidentiality of the Password as well as for all transactions and information changes entered into your account using the Password.
You accept full responsibility for the monitoring and safeguarding of your account. You understand that you shall immediately notify ChoiceTrade in writing if: (1) you become aware of any loss, theft or unauthorized use of your Password; (2) you place an order through ChoiceTrade and you fail to receive an accurate indication of the order or of its execution; (3) you fail to receive an accurate written confirmation (whether through hard copy or electronic means) of an execution; (4) you receive a confirmation of an order and/or execution which you did not place; or (5) you receive any inaccurate information in your account balances, securities positions or transaction history.
If you fail to notify ChoiceTrade immediately upon your knowledge when any of the above situations occur, neither ChoiceTrade nor any of its officers, directors, employees, agents, affiliates, subsidiaries or third party providers, including the Licensor will have any responsibility or liability to you or to any other person for any claims with respect to the handling, mishandling or loss of any order.
You agree that should you experience any problems in reaching ChoiceTrade through any particular method, you will attempt to use alternative methods to communicate with ChoiceTrade.
You acknowledge that ChoiceTrade and the Licensor have reserved the right to suspend service or deny access to the system without prior notice to you during scheduled or unscheduled system maintenance, repairs or upgrades. You agree that ChoiceTrade and its affiliates and our clearing firm and its affiliates and their respective officers, directors, agents and employees, under no circumstances, including negligence, or anyone else involved in creating, producing, delivering or managing any of ChoiceTrade’s systems, including the Licensor shall be liable for any consequential, incidental, special, or indirect damages (including lost profits, trading losses and damages) that result from inconvenience, delay or loss of the use of the service even if ChoiceTrade or such other person has been advised of the possibility of such damages. These exclusions or limitations of liability will not apply to the extent that any applicable statute prohibits such exclusion or limitation of liability.
You agree that the use and protection of any information, including but not limited to, the Password, transaction history, portfolio information, account balances and any other information or orders available on your personal computer is your sole responsibility and at your own risk. You are responsible for providing and maintaining the communications equipment (including personal computers and modems) and telephone or alternative services required for accessing and using ChoiceTrade’s website or related systems, and for all communications service fees and charges incurred by you in accessing the ChoiceTrade website or related systems.
22. Recording Telephone Conversations and Electronic Communications
You agree that for the protection of both you and ChoiceTrade, and as a tool to correct misunderstandings, ChoiceTrade, at its discretion and without further prior notice to you, may, but is not obligated to, monitor and record any of your telephone conversations or electronic communications conducted with ChoiceTrade or any of its employees or agents. ChoiceTrade has the sole right to determine how long tape recordings will be retained and such determination shall not in any way affect any party's rights.
23. Losses Due to Extraordinary Events
ChoiceTrade and our clearing firm and their affiliates and their respective officers, directors, agents and employees, are not responsible and you agree not to hold ChoiceTrade and our clearing firm and their affiliates and their respective officers, directors, agents and employees, liable for losses caused directly or indirectly by conditions beyond their control, including but not limited to, flood, extraordinary weather condition, earthquake or other act of God, fire, war, insurrection, riot, terrorist act, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction.
24. Power of Attorney
You agree and hereby irrevocably appoint ChoiceTrade, with full power as your true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that ChoiceTrade deems necessary or advisable to accomplish the purpose of this Agreement.
25. Control or Restricted Securities
Prior to placing an order in connection with the sale or transfer of any securities subject to Rule 144, or 145(d) under the Securities Act of 1933, as amended, you agree to advise ChoiceTrade of the legal status of such securities and to promptly furnish ChoiceTrade with the necessary information and documents (including opinions of legal counsel, if requested) to clear legal transfer. Further, you agree that even if the necessary documents are furnished in a timely manner, there may be delays with the processing of such securities and ChoiceTrade, at its sole discretion, may require that such securities not be sold or transferred until they clear legal transfer. You are responsible for all costs associated with compliance or failure to comply with all the requirements of Rules 144 and 145(d). If you transact a security that is restricted, ChoiceTrade may cover the position and the resulting loss, if any, will be debited to your account. Should there be a profit on the transaction, you agree that you are not entitled to such profit.
26. Your Responsibility for Understanding Certain Securities
Certain securities may grant the holder thereof valuable rights that may expire unless the holder takes action. These securities include, but are not limited to, warrants, stock purchase rights, convertible securities, bonds and securities subject to a tender or exchange offer. You understand that you are responsible for knowing the rights and terms of all securities in your account and for taking action to realize the value of your securities. Neither ChoiceTrade nor its clearing firm is obligated to notify you of any upcoming expiration or redemption dates, or to take any other action on your behalf, without specific instructions from you, except as required by law and all applicable rules of regulatory authorities. However, if any such security is about to expire worthless; be redeemed, exchanged, converted, tendered or exercised; or remain at a value significantly less than the value you would have received if you had given ChoiceTrade or our clearing firm specific instructions, and they have not received instructions from you, ChoiceTrade or our clearing firm may, at their discretion, but are not obligated, sell, redeem, exchange, tender, convert or exercise the security for your account. You will be charged any applicable fees and/or charges for any such transaction.
Furthermore, you are responsible for knowing about reorganizations related to securities which you hold, including but not limited to, symbol changes, stock splits and reverse stock splits. Neither ChoiceTrade nor its clearing firm is obligated to notify you of any such symbol change or reorganization. If, due to a reorganization, you sell more shares of a security than you own, or if you become otherwise exposed to risk requiring ChoiceTrade or our clearing firm to take market action in your account, you acknowledge that neither ChoiceTrade nor our clearing firm will be responsible for any decrease in the value of your securities or for any other losses you may incur. If, due to a symbol change, you are not able to sell, or buy to cover, securities in your account, you must call ChoiceTrade. ChoiceTrade will, on a best efforts basis, attempt to place the trade for you. You accept that there will be a delay in entering the order for you and acknowledge that neither ChoiceTrade nor our clearing firm will be responsible for any decrease in the value of your securities or for any other losses you may incur.
27. Cancellation Requests; Late and Corrected Reports
You understand that when you place a request to cancel an order, the cancellation of that order is not guaranteed. Market orders are subject to immediate execution and your order will only be cancelled if your request to cancel is received in the marketplace and matched up with your order prior the execution of your order. You understand that during market hours, it is rarely possible to cancel your market order. You shall not assume that any order has been executed or cancelled until you have received a transaction confirmation from ChoiceTrade or our clearing firm via electronic mail, the website or the mail. Also, please be aware that ChoiceTrade and our clearing firm, from time to time, receive late reports from exchanges and market makers reporting the status of transactions. Accordingly, you understand and agree that the status of orders that were previously unreported to you or reported to you as being expired, cancelled or executed, may be changed in response to such late reports in order to reflect what actually occurred in the marketplace with respect to such orders.
28. Delivery of Securities
Without abrogating any of ChoiceTrade's or our clearing firm's rights under any other portion of this Agreement and subject to any of your indebtedness to ChoiceTrade or our clearing firm, you are entitled, upon appropriate demand and upon paying any applicable fees, to receive physical delivery of fully paid securities in your account. If your periodic account statement indicates that securities were forwarded to you and you have not received them, you should notify ChoiceTrade immediately.
29. Restrictions and Termination of ChoiceTrade Services
You understand that ChoiceTrade may, at any time for any reason and without prior notice to you, prohibit or restrict your access to the use of the ChoiceTrade website or related services and your ability to trade. You may close your ChoiceTrade account at anytime by giving it written notice. ChoiceTrade or our clearing firm may terminate your account at any time for any reason and without prior notice to you. Closing an account or terminating services will not affect rights and obligations incurred prior to closure or termination. If you place orders for possible execution outside of core market hours, you understand and agree to bear the added risk of not being able to reach ChoiceTrade by phone before 9 AM and after 5 PM. You agree not to hold ChoiceTrade or our clearing firm responsible for associated losses, should any occur.
30. Disclosures to Issuers
Under Rule 14b-1(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, ChoiceTrade is required to disclose to an issuer the name, address and position of its customers who are beneficial owners of that issuer's securities unless you object. You understand that unless you notify ChoiceTrade of such objection in writing, ChoiceTrade will make such disclosures to issuers.
31. Disclosure of Professionals
You agree to promptly notify ChoiceTrade in writing if you are now or if you become: (a) registered or qualified with the Securities Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (b) engaged as a "registered investment adviser" within the meaning of Section 201(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that act); or (c) employed by a bank or other organization exempt from registration under federal and/or state securities laws to perform functions that would require you to be so registered or qualified if you were to perform such functions for an organization not so exempt. If you are a professional for the purpose of quote usage, you agree to pay for quotes at the professional rate required by each Exchange. If you do not tell us your are a professional or if you tell us you are not but we or an Exchange later determine you are, you agree to pay us or the Exchange at the professional rate for all the months you were categorized as a non professional, plus all associated fees, fines and penalties, even if such determination is made after you have closed your account. You shall be deemed to be indebted to us if you do not immediately pay us and we may institute collection proceedings against you for such amount, which we may deem, in our sole discretion, to be a negative balance in your account.
32. Dividends, Interest, and Subscription Rights
ChoiceTrade or our clearing firm will receive dividends or interest on your behalf, and will credit your account on or shortly after the payable dates. You will be notified of any subscription rights received by ChoiceTrade or our clearing firm for your account. Should dividends be required to be paid out of your account because you held a short position, your account will be debited only on the payable date and your account balance will reflect a lower balance to the extent of such dividend only on the payable date, not prior. You alone are responsible for having enough cash available in your account to pay such dividends.
33. Order Staging
Order staging is offered on an "as-is" best efforts basis. Auto-staged orders are not a recommendation of a particular investment or strategy by ChoiceTrade. ChoiceTrade does not endorse any newsletter publishers or signal providers, nor do we monitor their performance. This is solely your responsibility. You are not required to enter an order simply because it is auto-staged. And you may enter an order even if it is not auto-staged. The decision as to which order to enter is solely yours. Please check all staged orders to make sure they contain the required parameters before you send them to market. Staged orders are believed to be correctly entered pursuant to your publisher's recommendation, but it is ultimately your responsibility to check all elements of an order before sending to market to make sure they are correct.
34. Trading Authority
If you were referred to us by an investment advisor, you hereby authorize and appoint your investment advisor as your authorized agent and attorney-in-fact (hereafter “Authorized Agent”) for the purchase and sale of securities and other financial instruments in cash or on margin in your name or number on our books and those of our clearing firm. The Authorized Agent may act on behalf of and without notice to you to buy, sell, sell short and to otherwise trade stocks, options and or any other securities, financial contracts or financial instruments. The actions of the Authorized Agent(s) have the same force and effect as those of the account owner(s) with respect to such transactions, and ChoiceTrade and its clearing firm are authorized to follow such actions as if directly instructed by you. The Customer Agreement (including arbitration of disputes), established between ChoiceTrade and you shall apply equally to the Authorized Agent.
If this is a fiduciary account, you agree that this grant of trading authority has been conferred consistent with your fiduciary duties and powers. If the Authorized Agent receives compensation for its order entry activities from the Account Owner, both you and the Authorized Agent represent that such payments are consistent with the laws of your respective countries. You understand that all transactions conducted by the Authorized Agent are at your sole risk. You hereby ratify and confirm any and all transactions made at any time by the Authorized Agent for your account. Accordingly, you hereby agree to indemnify and hold harmless ChoiceTrade, its clearing firm and their officers, directors, employees and other associated persons from any and all losses arising from violations of this Agreement, and to promptly pay on demand any debit balance due on your account.
35. Entire Agreement, Amendment, and Waiver
This Agreement, as amended, together with all other written agreements between you and ChoiceTrade or our clearing firm related to your account and terms contained on statements and confirmations sent to you, contains the entire understanding between you and ChoiceTrade, our clearing firm, their associates, affiliates, and third party providers concerning the subject matter of this Agreement. You agree that ChoiceTrade may at any time amend this Agreement, by modifying or rescinding any of its existing provisions or conditions or by adding any new provision or condition, by conspicuously posting notice of such modification or amendment on the ChoiceTrade website or upon written notice to you. You agree that all rights regarding your account held by ChoiceTrade's clearing firm are automatically vested with all of Choicetrade's clearing firms. By not closing your account or by continuing to use your account, you confirm your agreement to abide by this Agreement, as amended from time to time. Except as specifically permitted in this Agreement, no provision of this Agreement can be, nor is deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of ChoiceTrade. ChoiceTrade's or our clearing firm's failure to insist, at any time, upon strict compliance with this Agreement or with any other course or conduct on its part shall not constitute or be construed as a waiver by ChoiceTrade or our clearing firm of any of their rights or privileges under this Agreement.
If any provision of this Agreement is found to be or should become invalid 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 and all other provisions will remain in full force.
37. Governing Law
You hereby agree that this Agreement and all the duties, rights, responsibilities and other legal matters arising between you, your estate, heirs, executors, administrators, personal representatives, successors and assigns and ChoiceTrade shall be governed by the law of the State of New York and shall be construed, and the rights and liabilities of the parties determined, in accordance with the law of the State of New York.
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.
You should consider the following points before engaging in a day trading strategy.
Day trading can be extremely risky.
Day trading generally is not appropriate for someone of limited resources and limited investment experience or trading experience and low risk tolerance. You should be prepared to lose all of the funds that you use for day trading. In particular, you should not fund day trading activities with retirement savings, student loans, second mortgages, emergency funds, funds set aside for purposes such as education or home ownership, or funds required to meet your living expenses. Further, certain evidence indicates that an investment of less than $50,000 will significantly impair the ability of a day trader to make a profit. Of course, an investment of $50,000 or more will in no way guarantee success.
Be cautious of claims of large profits from day trading.
You should be wary of advertisements or other statements that emphasize the potential for large profits in day trading. Day trading can also lead to large and immediate financial losses.
Day trading requires knowledge of securities markets.
Day trading requires in-depth knowledge of the securities markets and trading techniques and strategies. In attempting to profit through day trading, you must compete with professional, licensed traders employed by securities firms. You should have appropriate experience before engaging in day trading.
Day trading requires knowledge of a firm’s operations.
You should be familiar with a securities firm’s business practices, including the operation of the firm’s order execution systems and procedures. Under certain market conditions, you may find it difficult or impossible to liquidate a position quickly at a reasonable price. This can occur, for example, when the market for a stock suddenly drops, or if trading is halted due to recent news events or unusual trading activity. The more volatile a stock is, the greater the likelihood that problems may be encountered in executing a transaction. In addition to normal market risks, you may experience losses due to system failures.
Day trading will generate substantial commissions, even if the per trade cost is low.
Day trading involves aggressive trading, and generally you will pay commissions on each trade. The total daily commissions that you pay on your trades will add to your losses or significantly reduce your earnings. For instance, assuming that a trade costs $8.95 and an average of 29 transactions are conducted per day, an investor would need to generate an annual profit of $64,888 just to cover commission expenses.
Day trading on margin or short selling may result in losses beyond your initial investment.
When you day trade with funds borrowed from your brokerage firm or someone else, you can lose more than the funds you originally placed at risk. A decline in the value of the securities that are purchased may require you to provide additional funds to the firm to avoid the forced sale of those securities or other securities in your account. Short selling as part of your day-trading strategy also may lead to extraordinary losses, because you may have to purchase a stock at a very high price in order to cover a short position.
Potential Registration Requirements.
Persons providing investment advice for others or managing securities accounts for others may need to register as either an "Investment Advisor" under the Investment Advisors Act of 1940 or as a "Broker" or "Dealer" under the Securities Exchange Act of 1934. Such activities may also trigger state registration requirements.
As disclosed in the above statement, active trading is considered to be a high-risk, speculative trading strategy and the risk of loss in electronic day trading can be substantial. You should carefully consider whether such trading is suitable for you based on your financial resources, investment experience and investment objectives before you enter into any trade or strategy. The following links might help you gain a greater understanding of the risks involved in electronic day trading.
Trading in a Volatile Market
ChoiceTrade understands the growing concerns about trading in a fast market and we feel that it is very important to help protect our customers from the risks inherent in volatile markets ("fast markets"). Therefore, we want to try to inform and educate all of our customers and help you understand the risks associated with such extreme market conditions.
What are Fast Markets?
Fast markets are typically characterized as markets in which there are great fluctuations in the price of certain stocks accompanied with very heavy trading. Fast markets are often created out of a heavy demand for a certain stock on the same side of the market, and the end result is an imbalance of trade orders in one direction or another (e.g. all buy or all sell orders). What usually happens is that certain stocks, particularly Internet issuers and IPOs, gain popularity, and the sudden high demand to buy or sell these stocks outpaces the supply of the shares of the stock offered and many investors are willing to pay a higher premium for these stocks. Therefore, as the demand for these stocks increases, investors eager to trade these stocks flood their brokers, and as a result, the Exchanges and Nasdaq market makers become inundated with large numbers of orders, leading to large order imbalances, systems queues and backlogs. This can cause the price of the stock to go up or down extremely fast, even faster than the quotes of the stock can be displayed. The stock of any company, not just Internet issuers or IPOs, can experience wide price fluctuations and heavy trading, which can be initiated by such events as a strong analyst recommendation or by a company news announcement.
Potential risks of trading in fast markets.
The introduction of online trading and increased accessibility to the Internet has led many investors, particularly online investors, to expect quick executions at prices at or near the quotes displayed to them on their computer screen when they are ready to place a trade. While the investor’s expectations might be met under normal market conditions, it is extremely important for the investor to realize that in today’s volatile trading environment, especially with Internet issuers and IPOs, there may be delays in the execution of their orders and trades may be executed at prices significantly away from the market price quoted or displayed at the time the order was entered.
Your quoted price may not be accurate.
The price of stocks and trades can move very quickly in a fast market and there can be significant discrepancies between the price of a stock you receive at one moment and the price at which your order is executed the very next moment. It is important to remember that in a fast market, even if you are receiving real-time quotes, they may be significantly different than what is currently occurring in the market. Also, the size of a quote and the number of shares available at a certain price may change very quickly, which will affect the availability of a quoted price being displayed to you.
Your market order execution price may differ from your quote.
As previously mentioned, during a fast market, investors eager to trade Internet stocks or other volatile stocks will overwhelm their brokers with orders. As a result, orders are submitted to the exchanges and Nasdaq market makers at such an extraordinary pace, that there is likely to be system queues and backlogs that can create significant delays. The end result is that when you place a market order under these volatile conditions, the real-time quote that you receive is actually more of an indication of what has already happened and not what is currently occurring in the market. Therefore, the quote that you receive when you place a market order under these volatile conditions is not necessarily the trade execution price you will receive.
This discrepancy in price can occur because when you place a market order in a fast market, there is a good chance, due to the influx of orders and subsequent backlog of orders, that there are other orders already ahead of your market order, since market orders are executed on a first-come, first-served basis. Once the orders that were placed before your market order are executed, your market order will be executed, but the price of your execution may be significantly different than the price that was quoted or displayed when you entered the order because the other orders ahead of you have affected the price of the stock.
You may experience delays in trade executions and/or trade reports.
Another effect of fast markets is that there may also be delays in trade execution and/or trade reports as a result of the extraordinary volume of orders entered. What can happen is that a number of market maker firms will discontinue their normal use of automatic execution of orders and begin handling orders manually. Firms may also reduce their size guarantees on individual stocks or groups of stocks. While these procedures are designed for the protection of the investor and of the firms themselves, they can in turn result in delays in order executions, in executions at prices significantly away from the price quoted or displayed at the time the order was entered and in delays in trade reports.
What sometimes happens as a result of these delayed reports is that some investors become fearful that their order has not been executed and they will attempt to cancel their market order and enter a replacement order. Market orders must be executed as promptly as possible, and it is very important to understand that it may not be feasible to cancel a market order, since it may have already been executed, even if the investor has not received a trade report confirming the execution. In order to avoid creating duplicate orders, you should keep in mind that before you change or cancel an order, there may be a delay in the trade execution report and your order may have already been executed. It is important to realize that the investor will be held responsible for the execution of a duplicate order, if the cancellation order cannot be processed in a timely fashion. Also, changing or canceling and replacing an order will not expedite the delivery of trade reports when a stock is trading in a fast market. This will actually slow the process down even more, by cluttering the trading systems with more information to process.
A market order is an order to buy or sell a stock without specifying a particular price. The order will be executed as soon as possible and at the best possible price available at the time the order is received in the market. There is no guarantee that you will receive a specific price on a market order, but you will be guaranteed an execution of a market order. Since market orders are guaranteed a prompt execution, it is rarely possible to cancel a market order.
A limit order is an order to buy or sell a stock at a specified price or better. If you place a limit order to buy a stock, you are specifying the highest price that you are willing to buy the stock at. If you place a limit order to sell a stock, you are specifying the lowest price that you are willing to sell the stock at. While a limit order allows you to specify your price, it does not guarantee that your order will be executed.
By placing limit orders, you can reduce your risk in fast markets.
It is always important to carefully decide whether you want to place a market order or a limit order. This decision is particularly important during fast, volatile markets, especially for orders for initial public offering (IPO) securities trading in the secondary market, and particularly those that trade at a much higher price than their offering price ("hot stocks"). By placing a limit order in a fast market, you can reduce your risk of receiving an unexpected execution price and it will guarantee that your buy order is not executed at a price higher than you expected.
It is not unusual to see dramatic price movements in a stock in today’s trading environment. Recently, certain "hot stocks" and IPOs trading for the first day in the secondary market have experienced as much as a 30-point movement over a short period of time. An example of how by placing a limit order can reduce your risk is as follows: If a company has announced that it is going to go public (IPO) and has projected an initial opening price on the first day of trading at $15, it is possible that if you place a market order to buy this stock on that day, you may end up paying $45 per share, an execution price substantially away from the market price of the stock at the time the order was placed, or in this case, the projected market price of the stock. Therefore, your risk can be greatly reduced by placing a limit order to buy this stock at a price that you are comfortable with. If you placed a limit order to buy this IPO at $15, your order would probably not have been executed, but you protected yourself from buying the stock at a price $30 higher than what you expected.
Additional risks and restrictions involved with trading in fast markets and volatile issues.
Although ChoiceTrade employs state-of-the art, high-capacity, fully redundant systems, there is the possibility that investors may suffer market losses in fast market conditions during periods of volatility in the price and volume of particular stocks. In addition, market losses are possible as a result of system problems and the inability of the investor to place buy and sell orders. Investors’ inability to place buy or sell orders and access their accounts could be due to high Internet traffic or because of systems capacity limitations. In cases where Internet trading is not accessible or has been disabled, ChoiceTrade has live registered representatives ready to take orders over the phone. However, during periods of high volume and system problems, investors may experience delays in reaching a representative. All investors should be prepared to use alternative methods of order entry during fast market conditions, which should include a contingent account at another brokerage firm.
Another important effect of trading in fast markets and in volatile issues is the possible increase on the margin maintenance requirement on certain stocks. It is important to realize that the margin maintenance requirement on certain volatile issues may be raised to as much as 100%, which can be done at the sole discretion of ChoiceTrade or its clearing firm, and without prior notice. The result of the margin maintenance requirement increase could result in unexpected margin calls for additional funds and could possibly require the liquidation of your securities to meet such margin calls. It is important to contact ChoiceTrade promptly if there is any uncertainty as to the margin maintenance requirement on any security.
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Risk of Lower Liquidity.
Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or sell securities, and as a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular market hours. As a result, your order may only be partially executed, or not at all.
Risk of Higher Volatility
Volatility refers to the changes in price that securities undergo when trading. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular market hours. As a result, your order may only be partially executed, or not at all, or you may receive an inferior price in extended hours trading than you would during regular markets hours.
Risk of Changing Prices.
The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of the next morning. As a result, you may receive an inferior price in extended hours trading than you would during regular market hours.
Risk of Unlinked Markets.
Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours system may not reflect the prices in other concurrently operating extended hours trading systems dealing in the same securities. Accordingly, you may receive an inferior price in one extended hours trading system than you would in another extended hours trading system.
Risk of News Announcements.
Normally, issuers make news announcements that may affect the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. In extended hours trading, these announcements may occur during trading, and if combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.
Risk of Wider Spreads.
The spread refers to the difference in price between what you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads for a particular security.
Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Indicative Value (“IIV”).
For certain Derivative Securities Products, an updated underlying index value or IIV may not be calculated or publicly disseminated in extended trading hours. Since the underlying index value and IIV are not calculated or widely disseminated during the pre-market and post-market sessions an investor who is unable to calculate implied values for certain Derivative Securities Products in those sessions may be at a disadvantage to market professionals.
ChoiceTrade does not have customer service hours before 9 AM and after 5 PM Eastern U.S. time. This means that we will not answer your calls during much of the pre- and post-market trading sessions. This greatly increases your risk of loss if you make an error or if there is a system issue because no one will attend to your call until the beginning of customer service hours. You are solely responsible for any loss that occurs in your account for any reason during the non-core session.
ChoiceTrade recognizes the importance of protecting your personal and financial information ("Personal Information" or "Information") and we understand the importance you place on the privacy and security of your Personal Information. As a financial institution and a member of the NASD, ChoiceTrade is required to obtain some Information about you. You have entrusted us with your Personal Information and we know that you are concerned with how this Information is treated. The following Privacy Statement demonstrates our commitment to your privacy and security.
We only use your Personal Information to help us service your account and to continue to improve our services to you. We limit our collection, use and retention of Information about you to what is necessary to administer our business and to deliver outstanding service to you.
At ChoiceTrade, we protect your personal account Information by collecting and storing it on a secure portion of our Web site. If you view the public areas of the Web site, we do not collect or store any Information specifically identifiable to you unless you knowingly provide it to us. Access to the secure portions of the Web site where Information about you and your account is collected, retrieved or transmitted is protected by a unique User Name and Password. Your User Name and Password should never be shared with anyone.
ChoiceTrade encrypts the transmission of all Personal and financial Information that is transmitted between our server and your browser. We encrypt the Information using Secure Socket Layer (SSL) technology. SSL technology protects Information as it crosses the Internet. In order to support this technology, you need an SSL-capable browser.
We do not sell your Personal Information to any third parties. However, we do reserve the right to disclose or report Personal Information under certain circumstances. These circumstances include: where we deem it necessary or prudent to do so when disclosure is required under law to cooperate with regulators or law enforcement authorities; we may occasionally use your Personal Information to provide you with additional information about products and services sponsored by selected third parties that we feel would be of interest to you; and/or your Information also may be available to other parties, such as our clearing firm, Electronic Transaction Clearing, which might need your Information to allow you to place orders and otherwise transact business with ChoiceTrade.
The ChoiceTrade Web site may contain links to other Web sites not operated or controlled by ChoiceTrade. ChoiceTrade is not responsible for the privacy practices or content of these other Web sites.
If you have any questions regarding the privacy and security of your personal and financial information, please contact us by email. Also, please read the Customer Agreement for additional information concerning your ChoiceTrade account.
ChoiceTrade has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan. The specifics of our business plan are subject to modification. Updated plans will be promptly posted on our Web site at www.choicetrade.com.
Contacting Us : If after a significant business disruption you cannot contact us as you usually do at 787-680-0085 or email@example.com, you should visit our Web site, www.choicetrade.com. If you cannot access us through either of those means, you should contact our clearing firm, Electronic Transaction Clearing, at 213-402-1570 or www.etc-clearing.com, or Velox at 949-352-4694 or www.velox-global.com to obtain access to your funds or securities.
Our Business Continuity Plan : We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption.
Our business continuity plan addresses data back up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.
Our clearing firm backs up our important records at a remotely independent site. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, we have been advised by our clearing firm that its objective is to restore its own operations and be able to complete existing transactions and accept requests for funds and securities as soon as possible. Your requests for funds and securities could be delayed during this period.
Varying Disruptions : Significant business disruptions can vary in their scope, such as only our firm, a single building housing our firm, the business district where our firm is located, the city where we are located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In the event of a disruption to either our building or area, we plan to continue in business, transfer operations to our clearing firm if necessary, and notify you through our web site www.choicetrade.com how to contact us. If the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customers’ prompt access to their funds and securities.
For more information – If you have questions about our business continuity planning, you can contact us at firstname.lastname@example.org
We are furnishing this document to you to provide some basic facts about purchasing securities on margin, and to alert you to the risks involved with trading securities in a margin account.
Prior to buying or selling an option, investors must read a copy of this disclosure document. It explains the characteristics and risks of exchange traded options. February 1994 (with 1997 through September 2008 supplement)