Common use of Customer’s Representations and Warranties Clause in Contracts

Customer’s Representations and Warranties. As of the date hereof, the date of each Contract and other transaction in Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer represents and warrants to Service Provider and agrees for the benefit of Service Provider that: (a) If a natural person, Customer is of sound mind, legal age (18 in the USA) and legal competence. (b) If not a natural person (that is, if Customer is a corporation, LLC or other entity), Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization. (c) Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized by Customer and are legally binding. (d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer to do so. (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Customer has full beneficial ownership of Customer’s Account. Customer has not granted and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests with respect to any Collateral. (h) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign currency and is a sophisticated foreign exchange investor that hereby expressly warrants freely and without any reservation that Customer has not been solicited by Service Provider to enter into this Customer Agreement. (i) Customer has read and understands the Risk Disclosure Statement contained in this Agreement. Customer will review Service Provider risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction in Customer’s Account unless Customer understands Service Provider revised risk disclosures, and Customer agrees that in effecting any transaction, Customer is deemed to represent that it has read and understands Service Provider revised risk disclosures as in effect at the time of such opening transaction. (j) Customer has read and understands the trading policies contained in this Agreement, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Customer’s Account unless Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it is deemed to represent that it has read and understands Service Provider revised Trading Policies as in effect at the time of such opening transaction. (k) Customer acknowledges that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time trading. (l) All information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 4 contracts

Samples: Client Agreement, Client Agreement, Client Agreement

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Customer’s Representations and Warranties. As of the date hereof, the date of each Contract and other transaction in Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer represents and warrants to Service Provider and agrees for the benefit of Service Provider that: (a) If Customer has the requisite capacity, power and authority to execute, deliver and perform its obligations under this Agreement, including, without limitation, the granting of a natural person, Customer is of sound mind, legal age (18 security interest in the USA) its Account and legal competence.any collateral accounts as contemplated hereby; (b) If not a natural person Orders and instructions for the purchase and sale of Contracts (that is, if Customer is a corporation, LLC which orders and instructions may be written or other entityoral), Customer is duly organized and validly existing under the applicable laws including authorization to transfer collateral and/or funds of the jurisdiction of its organization. (c) Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized Customer, shall be given to Xxxxxxx Xxxxx by Customer and are legally binding. (d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder or on behalf of Customer performing the obligations contemplated under this Agreement and Xxxxxxx Xxxxx may rely upon any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly such orders or instructions from any person who Xxxxxxx Xxxxx reasonably believes is authorized by Customer to do so.transmit such orders or instructions. Any orders and instructions acted upon in good faith by Xxxxxxx Xxxxx shall be binding upon Customer; (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Customer has full beneficial ownership of Customer’s Account. Customer has not granted and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests with respect to any Collateral. (h) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign currency and is a sophisticated foreign exchange investor that hereby expressly warrants freely and without any reservation that Customer has not been solicited by Service Provider to enter into this Customer Agreement. (ic) Customer has read and understands the Risk Disclosure Statement contained in this Agreement. for Futures and Options and any other risk disclosure statement required to be provided to Customer will review Service Provider risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction in Customer’s Account unless Customer understands Service Provider revised risk disclosures, and Customer agrees that in effecting any transaction, Customer is deemed by Xxxxxxx Xxxxx pursuant to represent that it has read and understands Service Provider revised risk disclosures as in effect at the time of such opening transaction.Applicable Law; (jd) Customer has read reviewed the registration requirements pertinent to (i) commodity pool operators and understands commodity trading advisors of the trading policies contained Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”) in this Agreementaccordance with the requirements of the Commodity Exchange Act, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Customer’s Account unless Customer understands Service Provider revised Trading Policiesas amended (the “Act”) and the regulations promulgated thereunder, and (ii) investment advisers of the Securities and Exchange Commission (“SEC”) and any applicable state in accordance with the requirements of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and state advisory laws, and has determined that Customer agrees that and any Authorized Person of Customer are in effecting any opening transaction it is deemed compliance with such requirements to represent that it has read and understands Service Provider revised Trading Policies as in effect at the time of such opening transaction.extent applicable; (ke) Customer acknowledges that Customer has had MLPFS is not acting as a fiduciary, trustee, foundation manager, commodity pool operator, commodity trading advisor or investment adviser in respect of any Account opened by Customer, and MLPFS shall have no responsibility hereunder for compliance with any law or regulation governing the opportunity to conduct simulated of fiduciaries, trustees, foundation managers, commodity pool operators, commodity trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time trading.advisors or investment advisers; (lf) All The information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, in the accompanying Customer New Account Information Form (Appendix B) is true, correct and complete, and accurate in every material respect and Customer will shall promptly notify Service Provider promptly MLPFS in writing if any such information changes in any material respect, regardless of whether Customer has previously furnished financial information to MLPFS; (g) Xxxxxxx Xxxxx Alternative Investments (“MLAI”), an affiliate of MLPFS, is the sponsor and/or manager of the Customer and MLPFS acknowledges the fiduciary obligations which MLAI has to Customer. Upon the execution or acceptance for clearing of any changes in such informationtransactions by Xxxxxxx Xxxxx on Customer’s behalf, Customer shall be deemed to repeat all of the foregoing representations and warranties made by it.

Appears in 3 contracts

Samples: Futures Customer Agreement (ML Aspect FuturesAccess LLC), Futures Customer Agreement (ML Cornerstone FuturesAccess LLC), Futures Customer Agreement (ML Appleton FuturesAccess LLC)

Customer’s Representations and Warranties. As Customer represents and warrants that: a. Customer is authorized and empowered to enter into this Agreement and to engage in and effectuate transactions in Contracts as contemplated hereby by its: (i) enabling documents; (ii) internal policies and procedures; and (iii) Applicable Law. b. Customer, after due consideration, has determined that conducting transactions in Contracts is a prudent and appropriate activity in light of Customer’s financial status and investment objectives, and that all Contracts entered into will be in compliance with Customer’s; (i) enabling documents; (ii) internal policies and procedures; and (iii) Applicable Law. c. Prudential will not be acting as a fiduciary with respect to Customer, its Accounts, or its transactions. Neither Prudential nor any of Prudential’s employees shall have discretionary control or authority over any decisions made by or on behalf of Customer (except as may be provided by a power of attorney separately executed by Customer and delivered to Prudential). Moreover, the research, analyses and investment advice that Customer may from time to time receive from Prudential will not serve as a primary basis for any investment or trading decision by Customer. All such investment and trading decisions will be made independently by Customer and/or Customer’s duly appointed commodity trading advisor or investment adviser (hereinafter. “Advisor”), if any d. Prudential will be entitled to rely on any instructions, notices and communications that it reasonably believes to have originated with Customer or an individual authorized to act on behalf of Customer, including but not limited to Customer’s Advisor if any, or any individual identified in writing by Customer as authorized to act on its behalf, and Customer shall be bound thereby. Where Customer has executed a Power of Attorney, Prudential shall not be held responsible for any of Customer’s instructions until or unless Customer effectively revokes any power of attorney granting the Advisor authority to purchase or sell Contracts. e. Customer will not, either alone or in combination with others, violate any position or exercise limit. Customer will immediately notify Prudential of any positions for which Customer is required to file any position or large trader reports under Applicable Law. f. Customer will promptly review any and all statements, reports, confirmations and other notices and communications received from Prudential upon receipt thereof and promptly notify Prudential of any objection thereto. Verbal objection shall be confirmed promptly in writing. g. If Customer is an entity subject to the registration requirements of the date hereofCommodity Futures Trading Commission (“CFTC”) and National Futures Association (“NFA”), Customer has reviewed the date pertinent registration regulations and determined that Customer and its Advisor(s), if any, are in compliance with such regulations. h. If Customer is an employee benefit plan or other entity that is subject to the Employee Retirement Income Security Act of each Contract 1974, as amended, and other transaction in Customer’s Account the regulations promulgated thereunder (“ERISA”), or is an entity subject to similar state laws and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amendedthe regulations promulgated thereunder (“Benefit Plan”), Customer represents and warrants to Service Provider and agrees for that: (i) neither Prudential nor any of its agents, employees or affiliates have been given any discretionary authority or control regarding the benefit of Service Provider that: (a) If a natural person, Customer is of sound mind, legal age (18 in the USA) and legal competence. (b) If not a natural person (that is, if Customer is a corporation, LLC management or other entity), Customer is duly organized and validly existing under the applicable laws disposition of the jurisdiction assets of the Benefit Plan or the Accounts; (ii) neither Prudential nor any of its organization. agents, employees or affiliates exercise any authority or control regarding management or disposition of the assets of the Benefit Plan or Accounts; and (ciii) Execution and delivery neither Prudential nor any of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized by Customer and its agents, employees, or affiliates are legally binding. fiduciaries, as that term is defined in ERISA or similar state laws, as to the Benefit Plan (d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer to do so. (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Customer has full beneficial ownership of Customer’s Account. Customer has not granted and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests It Accounts with respect to the transactions contemplated by this Agreement or in any Collateralother capacity. Customer shall immediately notify Prudential of the termination of the Benefit Plan, or the filing by customer or any governmental body or agency of a notice of intent to terminate, or the inability of Customer to pay benefits under the Benefit Plan when due. (h) i. If Customer hereby warrants that regardless is not a citizen or resident of any subsequent determination to the contraryUnited States, Customer is suitable to trade has been informed by Prudential of the CFTC’s regulations concerning the designation of a futures commission merchant as the agent of foreign currency brokers, customers of foreign brokers and is a sophisticated foreign exchange investor that hereby expressly warrants freely traders for certain purposes as set forth in CFTC Regulation § 15.05 and without any reservation that Customer has not been solicited by Service Provider to enter into this Customer Agreementconcerning special calls for information from futures commission merchants, foreign brokers and members of contract markets as set forth in CFTC Regulation § 21.03. (i) Customer has read and understands the Risk Disclosure Statement contained in this Agreement. Customer will review Service Provider risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction in Customer’s Account unless Customer understands Service Provider revised risk disclosures, and Customer agrees that in effecting any transaction, Customer is deemed to represent that it has read and understands Service Provider revised risk disclosures as in effect at the time of such opening transaction. (j) Customer has read and understands the trading policies contained in this Agreement, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Customer’s Account unless Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it is deemed to represent that it has read and understands Service Provider revised Trading Policies as in effect at the time of such opening transaction. (k) Customer acknowledges that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time trading. (l) All j. The information provided by Customer in the accompanying Account Information and Application form and any financial statements submitted to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is Prudential are true, correct complete and complete, and correct. Customer will shall immediately notify Service Provider promptly of Prudential in writing if any such information changes in such informationany material respect or if any of the foregoing representations and warranties ceases to be true, complete and correct.

Appears in 2 contracts

Samples: Futures Account Agreement (ProShares Trust II), Futures Account Agreement (ProShares Trust II)

Customer’s Representations and Warranties. As of the date hereof, the date of each Contract and other transaction in Customer’s 's Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer represents and warrants to Service Provider and agrees for the benefit of Service Provider that: (a) If a natural person, Customer is of sound mind, legal age (18 in the USA) and legal competence. (b) If not a natural person (that is, if Customer is a corporation, LLC or other entity), Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization. (c) Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized by Customer and are legally binding. (d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer to do so. (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s 's obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Customer has full beneficial ownership of Customer’s 's Account. Customer has not granted and will not grant a security interest in Customer’s 's Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider Provider's prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider Provider's interests with respect to any Collateral. (h) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign currency in Instruments and is a sophisticated foreign exchange investor in Instruments that hereby expressly warrants freely and without any reservation that Customer has not been solicited by Service Provider to enter into this Customer Agreement. (i) Customer has read and understands the Risk Disclosure Statement contained in this Agreement. Customer will review Service Provider Provider's risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction in Customer’s 's Account unless Customer understands Service Provider Provider's revised risk disclosures, and Customer agrees that in effecting any transaction, Customer is deemed to represent that it has read and understands Service Provider Provider's revised risk disclosures as in effect at the time of such opening transaction. (j) Customer has read and understands the trading policies contained in this Agreement, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Customer’s 's Account unless Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it is deemed to represent that it has read and understands Service Provider revised Trading Policies as in effect at the time of such opening transaction. (k) Customer acknowledges that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- real-time trading. (l) All information provided by Customer to Service Provider, including information regarding Customer’s 's trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 1 contract

Samples: Client Agreement

Customer’s Representations and Warranties. As of the date hereof, the date of each Contract and other transaction in Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer represents and warrants to Service Provider and agrees for the benefit of Service Provider that: (a) If a natural person, Customer is of sound mind, legal age authorized and empowered to enter into this Agreement and to engage in and effectuate transactions in Contracts as contemplated hereby by its: (18 in the USAi) enabling documents; (ii) internal policies and legal competenceprocedures; and (iii) Applicable Law. (b) If not a natural person (Customer, after due consideration, has determined that is, if Customer conducting transactions in Contracts is a corporationprudent and appropriate activity in light of Customer’s financial status and investment objectives, LLC or other entity), Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organizationthat all Contracts entered into will be in compliance with Customer’s: (i) enabling documents; (ii) internal policies and procedures; and (iii) Applicable Law. (c) Execution and delivery Jefferies will not be acting as a fiduciary with respect to Customer, its Accounts, or its transactions. Neither Jefferies nor any of this Agreement and all Contracts and other transactions contemplated hereunder and performance Jefferies’ employees shall have discretionary control or authority over any decisions made by or on behalf of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized Customer (except as may be provided by a power of attorney separately executed by Customer and are legally bindingdelivered to Jefferies). Moreover, the research, analyses and investment advice that Customer may from time to time receive from Jefferies will not serve as a primary basis for any investment or trading decision by Customer. All such investment and trading decisions will be made independently by Customer and/or Customer’s duly appointed commodity trading advisor or investment adviser (hereinafter, “Advisor”), if any. (d) Each person executing Jefferies will be entitled to rely on any instructions, notices and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of communications that it reasonably believes to have originated with Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder or an individual authorized to act on behalf of Customer, has been duly authorized including but not limited to Customer’s Advisor if any, or any individual identified in writing by Customer as authorized to do soact on its behalf, and Customer shall be bound thereby. Where Customer has executed a Power of Attorney, Jefferies shall not be held responsible for any of Customer’s instructions until or unless Customer effectively revokes any power of attorney granting the Advisor authority to purchase or sell Contracts. (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunderwill not, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereundereither alone or in combination with others, will not violate any statute, rule, regulation, ordinance, charter, by-law position or policy applicable exercise limit. Customer will immediately notify Jefferies of any positions for which Customer is required to Customerfile any position or large trader reports under Applicable Law. (f) Customer has full beneficial ownership will promptly review any and all statements, reports, confirmations and other notices and communications received from Jefferies upon receipt thereof and promptly notify Jefferies of Customer’s Accountany objection thereto. Customer has not granted and will not grant a security interest Verbal objection shall be confirmed promptly in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Providerwriting. (g) Customer will execute has reviewed the pertinent registration regulations of the Commodity Futures Trading Commission (“CFTC”) and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests National Futures Association (“NFA”) with respect to any Collateralregistration as a futures commission merchant, introducing broker, commodity pool operator and/or commodity pool operators and determined that Customer and its Advisor(s), if any, are in compliance with such regulations. (h) If Customer hereby warrants is an employee benefit plan or other entity that regardless of any subsequent determination is subject to the contraryEmployee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder (“ERISA”), or is an entity subject to similar state laws and the regulations promulgated thereunder (“Benefit Plan”), Customer represents and warrants that: (i) neither Jefferies nor any of its agents, employees or affiliates have been given any discretionary authority or control regarding the management or disposition of the assets of the Benefit Plan or the Accounts; (ii) neither Jefferies nor any of its agents, employees or affiliates exercise any authority or control regarding management or disposition of the assets of the Benefit Plan or Accounts; and (iii) neither Jefferies nor any of its agents, employees, or affiliates are fiduciaries, as that term is suitable defined in ERISA or similar state laws, as to trade foreign currency and is the Benefit Plan or Accounts with respect to the transactions contemplated by this Agreement or in any other capacity. Customer shall immediately notify Jefferies of the termination of the Benefit Plan, or the filing by Customer or any governmental body or agency of a sophisticated foreign exchange investor that hereby expressly warrants freely and without any reservation that notice of intent to terminate, or the inability of Customer has not been solicited by Service Provider to enter into this Customer Agreementpay benefits under the Benefit Plan when due. (i) If Customer is not a citizen or resident of the United States, Customer has read been informed by Jefferies of the CFTC’s regulations concerning the designation of a futures commission merchant as the agent of foreign brokers, customers of foreign brokers and understands the Risk Disclosure Statement contained foreign traders for certain purposes as set forth in this Agreement. Customer will review Service Provider risk disclosuresCFTC Regulation §15.05 and concerning special calls for information from futures commission merchants, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction foreign brokers and members of contract markets as set forth in Customer’s Account unless Customer understands Service Provider revised risk disclosures, and Customer agrees that in effecting any transaction, Customer is deemed to represent that it has read and understands Service Provider revised risk disclosures as in effect at the time of such opening transactionCFTC Regulation §21.03. (j) The information provided by Customer has read in the accompanying Account Information and understands the trading policies contained in this AgreementApplication form and any financial statements submitted to Jefferies are true, including, without limitation, Service Provider Trading Policiescomplete and correct. Customer will review Service Provider Trading Policiesshall immediately notify Jefferies in writing if any such information changes in any material respect or if any of the foregoing representations and warranties ceases to be true, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Customer’s Account unless Customer understands Service Provider revised Trading Policies, complete and Customer agrees that in effecting any opening transaction it is deemed to represent that it has read and understands Service Provider revised Trading Policies as in effect at the time of such opening transactioncorrect. (k) If Customer engages EFRP transactions, Customer acknowledges and agrees that, in connection with any EFRP transaction that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed (a) if the Customer to develop a full understanding is the seller of the Service Provider Internet Trading Platformcash contract(s), an online trading system for Spot Foreign Exchange real- time tradingswap or derivative, then the Customer is the buyer of the futures contract(s) being exchanged in the EFRP respectively; and (b) if the Customer is the buyer of the cash contract(s), swap or derivative then the Customer is the seller of the futures contract(s) being exchanged in the EFRP, respectively. Upon request by Jefferies, Customer agrees to provide documentation sufficient to verify its purchase or sale of the cash, swap or other derivative contract. (l) All information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 1 contract

Samples: Futures Account Agreement (Direxion Shares ETF Trust II)

Customer’s Representations and Warranties. As of the date hereof, the date of each Contract and other transaction in Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer 24.1 The Client represents and warrants to Service Provider and agrees for the benefit of Service Provider that: (aI) If if the Client is a natural person, Customer is of sound mindthe Client has the legal competence, legal age (18 in the USA) and legal competence.mind healthy (bII) If if the Client is not a natural person (that is, if Customer is a corporation, LLC or other entity), Customer person, a. The customer is duly organized and validly existing under the applicable laws of the jurisdiction of its your organization.; (c) Execution b. The performance and delivery of this Agreement and all Contracts and other transactions contemplated hereunder in this document and performance the fulfillment of all the obligations contemplated under this foreseen herein Agreement and all Contracts and other transactions contemplated hereunder herein have been duly authorized by Customer and are legally binding.the Client; And (d) c. Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder herein on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of CustomerClient, has been duly authorized by Customer to do soit by the customer. (eIII) Execution and delivery by Customer of this Agreement and all Contracts and No person other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will than the Client holds or shall hold an interest in the Client's accounts e a security interest is not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Customer has full beneficial ownership of Customer’s Account. Customer has not granted and will not grant a security interest be granted by the Client in Customer’s Account his account with Service Provider ATGlobal Market (other than excluding the security interest interests granted to Service Provider hereunderby ATGlobal Market below) to any person without Service Provider the prior written consentconsent of ATGlobal Market. Customer The customer has full the complete beneficial ownership of all collateral warranties and no security interest will not grant be granted in any security interest in any Collateral to any person (other than apart from the security interest granted to Service Provider hereunderby ATGlobal Market this document) without the prior written consent of Service Provider.ATGlobal Market; And, (gIV) the Customer warrants that, regardless of any subsequent decisions to the contrary, the Client is eligible to trade OTC; And, (V) Client is not currently an employee of any exchange, any organization in which a stock exchange holds a majority of the share capital, any member of any enterprise and/or stock exchange registered with any stock exchange, or any insurance company, trust or bank and in the case in which the Client is so engaged, the Client shall inform ATGlobal Market for immediately registered with our office of origin for that intake; And, (VI) The Client will execute and deliver all documents, give provide all notices, make all filings and will take such other actions as Service ProviderATGlobal Market, in its sole absolute discretion, deems necessary or desirable to evidence prove or perfect implement any beneficial security interest in favor of Service Provider ATGlobal Market or to protect Service Provider the interests with respect of ATGlobal Market relating to any Collateral.guarantee; And, (hVII) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign currency and is a sophisticated foreign exchange investor that hereby expressly warrants freely and without any reservation that Customer has not been solicited by Service Provider to enter into reviewed and acknowledged the provisions of this Customer Agreement. (i) Customer has read , as well as, without limitation for example, the Privacy Statement and understands the Risk Disclosure Statement contained in this Agreement. Customer of ATGlobal Market; And (VIII) This agreement will review Service Provider risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer be reviewed by the Client; And (IX) The Client will not affect any transaction in Customer’s Account the Client's account unless Customer understands Service Provider revised risk disclosures, the present Agreement is not understood by the Client and Customer agrees the Client acknowledges that in effecting by influencing any transaction, Customer is you will be deemed to represent that it has read have reviewed and understands Service Provider revised risk disclosures acknowledged this Agreement as in effect at the effective as of time of such opening transaction.; And (jX) Customer has read agrees and understands will at all times comply with all statutes, laws and regulations applicable and Customer represents that the trading policies contained performance and delivery of this Agreement and all other transactions considered in this AgreementAgreement and the performance of all obligations of the Client considered under this Agreement and any other transactions considered below, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect contravene any opening transaction in regulation, statute, policy, statute, rule, law or ordinance relating to the customer. Customer’s Account unless Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it is deemed 's ATGlobal Market accounts cannot to represent that it has read and understands Service Provider revised Trading Policies as in effect at the time of such opening transactionbe used for illegal activities. (k) Customer acknowledges that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time trading. (l) All information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 1 contract

Samples: Customer Agreement

Customer’s Representations and Warranties. As Customer makes the following representations, warranties, and agreements in favor of Bolt as of the date hereof, the date of each Contract and other transaction in Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer represents and warrants to Service Provider and agrees for the benefit of Service Provider that: (a) If a natural person, Customer is of sound mind, legal age (18 in the USA) and legal competence. (b) If not a natural person (that is, if Customer is a corporation, LLC or other entity), Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization. (c) Execution and delivery of you first accept this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized by Customer and are legally binding. (d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer each date that you submit an Order Form to do so. (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Bolt: • Customer has full beneficial ownership of Customer’s Account. Customer has not granted the power, authority and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests with respect to any Collateral. (h) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign currency and is a sophisticated foreign exchange investor that hereby expressly warrants freely and without any reservation that Customer has not been solicited by Service Provider legal right to enter into this Agreement and perform your obligations under this Agreement; • This Agreement constitutes the valid and legally binding obligation of Customer Agreement. (i) enforceable against you in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, and other laws of general application affecting enforcement of creditors’ rights generally; • Customer is a sophisticated investor and is able to bear the economic risk associated with cryptocurrency mining. Your overall commitment to investments in cryptocurrency mining, including Your Equipment, is not disproportionate to your net worth. Customer has read adequate means of providing for Customer’s current needs and understands the Risk Disclosure Statement contained in this Agreement. Customer will review Service Provider risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction personal and family contingencies and has no need for liquidity in Customer’s Account unless investment in the cryptocurrency mining equipment. Customer understands Service Provider revised is financially able to bear the economic risk disclosuresof becoming a cryptocurrency miner, including bearing losses should the results of mining not recoup its costs; • Customer acknowledges receipt and careful review of the Agreement, and has been furnished with all information regarding the Services that Customer requested or desires to know; • Customer has been advised that they have the right to seek their own legal counsel to review this Agreement prior to executing the Agreement. • Customer acknowledges that cryptocurrency mining, holding, and transacting may involve tax consequences and legal implications and that Bolt has proffered no tax or legal advice to Customer. You must retain your own professional advisors to evaluate the tax and other legal implications of cryptocurrency mining, holding, and transacting; • Customer agrees that in effecting the Services are not an investment contract or any transactionother type of security under the United States or other securities laws. As such, Customer is deemed not entitled to represent the protections afforded those transacting in securities under such securities laws; • Customer acknowledges there may be theoretical or practical competition between Bolt and Customer in respect of cryptocurrency mining. Customer hereby waives all potential and existing conflicts of interest that it has read and understands Service Provider revised risk disclosures as Bolt may have in effect at providing the time of such opening transaction. (j) Services to Customer or otherwise; • Customer has read the knowledge and understands experience to use the trading policies contained in this Agreement, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Services effectively and take full responsibility for all outcomes and implications of Customer’s Account unless cryptocurrency mining activities; and • Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it no data transmission over the internet is deemed guaranteed to represent that it has read and understands Service Provider revised Trading Policies as in effect at be secure. Bolt is not responsible for the time security of such opening transactioninformation transmitted over the internet. The security of our network is maintained according to generally accepted industry standards. (k) Customer acknowledges that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time trading. (l) All information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 1 contract

Samples: Colocation Hosting Agreement

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Customer’s Representations and Warranties. As of (i) Customer makes the date hereof, same warranties to Bank as Bank is deemed by the date of each Contract and other transaction in Rules to make with respect to Entries originated by Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended. Without limiting the foregoing, Customer represents to Bank and warrants that (i) each Entry when initiated pursuant to Service Provider this Agreement is properly authorized by Customer, (ii) each person shown as a Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and agrees for the benefit crediting or debiting of Service Provider that: (a) If a natural person, Customer is of sound mind, legal age (18 its account in the USAamount and on the Effective Entry Date shown on such Entry, and such Authorization is operative at the time of transmittal or crediting by Bank as provided herein, (iii) each credit Entry is timely, (iv) at the time the Entry is transmitted to Bank, Customer’s Authorization has not been revoked, neither Customer nor Bank has terminated this Agreement, and Customer has no knowledge of the revocation of the Receiver’s Authorization or of the termination of the arrangement between the Receiving Depository Financial Institution (RDFI) and legal competencethe Receiver concerning the Entry, (v) that payment of an Entry by a RDFI to the Receiver is provisional until receipt of the RDFI of final settlement for such Entry. Customer specifically acknowledges that it has received notice of the Rules regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and the Customer shall be deemed to have paid the amount of the Entry, (vi) no Entry initiated by Customer shall violate the laws of the United States and the total dollar amount of all Entries initiated by the Customer on any one day shall not exceed the Customer’s ACH exposure limit with the Bank, (vii) Customer shall perform its obligations under this Agreement in accordance with applicable laws and regulations, and (viii) all information transmitted by Customer hereunder to Bank is accurate. (bii) If not In addition to the foregoing, with respect to debit Entries, Customer represents to Bank and warrants that (i) each debit Entry is for an amount which on the Settlement Date will be due and owing to Customer directly or as authorized agent from the Receiver and is for a natural person sum specified by the Receiver to be paid to Customer, or is to correct a previously transmitted erroneous credit Entry; (that isii) Customer has received a signed Authorization from the client, if with a copy thereof given to the client, authorizing Customer to make prearranged debits from the client’s bank account; (iii) each Entry initiated by Customer is a corporationin accordance with the Authorization, LLC or other entity)and Customer has complied with the Rules with respect to same, Customer is duly organized and validly existing under the applicable laws including retention of the jurisdiction original or a copy of such Authorization; (iv) Customer shall perform its organization. (c) Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts applicable laws and other transactions contemplated hereunder have been duly authorized regulations, including the sanctions administered by Office of Foreign Assets Control (“OFAC”); (v) Customer is solely responsible for and are legally binding. is complying with the laws and regulations governing the initiation of preauthorized electronic debits, including but not limited to, the Electronic Fund Transfer Act of 1978 and Federal Reserve Regulation E. and in particular 12 C. F. R. 205. 10(b) and (d), as currently in effect and as amended; and (vi) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing at the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customertime a debit Entry is processed by Bank, has been duly authorized by Customer to do so. (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Customer has full beneficial ownership of Customer’s Account. Customer the Authorization has not granted and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests been terminated with respect to any Collateralsuch Entry. (h) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign currency and is a sophisticated foreign exchange investor that hereby expressly warrants freely and without any reservation that Customer has not been solicited by Service Provider to enter into this Customer Agreement. (i) Customer has read and understands the Risk Disclosure Statement contained in this Agreement. Customer will review Service Provider risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction in Customer’s Account unless Customer understands Service Provider revised risk disclosures, and Customer agrees that in effecting any transaction, Customer is deemed to represent that it has read and understands Service Provider revised risk disclosures as in effect at the time of such opening transaction. (j) Customer has read and understands the trading policies contained in this Agreement, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Customer’s Account unless Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it is deemed to represent that it has read and understands Service Provider revised Trading Policies as in effect at the time of such opening transaction. (k) Customer acknowledges that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time trading. (l) All information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 1 contract

Samples: Master Services Agreement

Customer’s Representations and Warranties. As of the date hereof, the date of each Contract and other transaction in Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer hereby represents and warrants to Service Provider DMXHOSTING, and agrees that during the Initial Term and any Term thereafter Customer will ensure that: . Customer is the owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the benefit use of Service Provider that:the Customer Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by DMXHOSTING to pay any fees, residuals, guild payments or other compensation of any kind to any Person; (a) If a natural i. Customer's use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, Customer is or constitute a defamation, invasion of sound mind, legal age (18 in the USA) and legal competence. (b) If not a natural person (that is, if Customer is a corporation, LLC privacy or other entity), Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization. (c) Execution and delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized by Customer and are legally binding. (d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer to do so. (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Customer has full beneficial ownership of Customer’s Account. Customer has not granted and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests with respect to any Collateral. (h) Customer hereby warrants that regardless violation of any subsequent determination to the contrary, Customer is suitable to trade foreign currency and is a sophisticated foreign exchange investor that hereby expressly warrants freely and without right of publicity or any reservation that Customer has not been solicited by Service Provider to enter into this Customer Agreement. (i) Customer has read and understands the Risk Disclosure Statement contained in this Agreement. Customer will review Service Provider risk disclosuresother right of any person, including, without limitation, Service Provider Risk Disclosure Statementany contractual, each time they are amendedstatutory or common law right or any "moral right" or similar right however denominated; ii. Customer will not affect any transaction in Customer’s Account unless comply with all applicable laws, rules and regulations regarding the Customer understands Service Provider revised risk disclosures, Content and the Customer agrees that in effecting any transaction, Web site and will use the Customer is deemed to represent that it has read and understands Service Provider revised risk disclosures as in effect at the time of such opening transaction.Web site only for lawful purposes; (j) iii. Customer has read used its best efforts to ensure that the Customer Content is and understands will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code; and a. Customer shall be solely responsible for the trading policies contained in this Agreementdevelopment, operation and maintenance of Customer's web site, online store and e-commerce activities, for all products and services offered by Customer or appearing online and for all contents and materials appearing online or on Customer's products, including, without limitationlimitation . the accuracy and appropriateness of the Customer Content and content and material appearing in its store or on its products, i. ensuring that the Customer Content and content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person, Service Provider Trading Policiesand ii. ensuring that the Customer Content and the content and materials appearing in its store or on its products are not defamatory or otherwise illegal. Customer will review Service Provider Trading Policiesshall be solely responsible for accepting, including, without limitation, Service Provider Trading Policies each time they are amendedprocessing and filling customer orders and for handling customer inquiries or complaints. Customer will not affect shall be solely responsible for the payment or satisfaction of any opening transaction in Customer’s Account unless Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it is deemed to represent that it has read all taxes associated with its web site and understands Service Provider revised Trading Policies as in effect at the time of such opening transactiononline store. (k) b. Customer acknowledges that Customer has had grants DMXHOSTING the opportunity right to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed reproduce, copy, use and distribute all and any portion of the Customer Content to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time tradingextent needed to provide and operate the Services. (l) All information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 1 contract

Samples: User Agreement

Customer’s Representations and Warranties. As Customer makes the following representations, warranties, and agreements in favor of Bolt as of the date hereof, the date of each Contract and other transaction in Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended, Customer represents and warrants to Service Provider and agrees for the benefit of Service Provider that: (a) If a natural person, Customer is of sound mind, legal age (18 in the USA) and legal competence. (b) If not a natural person (that is, if Customer is a corporation, LLC or other entity), Customer is duly organized and validly existing under the applicable laws of the jurisdiction of its organization. (c) Execution and delivery of you first accept this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Contracts and other transactions contemplated hereunder have been duly authorized by Customer and are legally binding. (d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer each date that you submit an Order Form to do so. (e) Execution and delivery by Customer of this Agreement and all Contracts and other transactions contemplated hereunder, and performance of all of Customer’s obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Bolt: • Customer has full beneficial ownership of Customer’s Account. Customer has not granted the power, authority and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests with respect to any Collateral. (h) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign currency and is a sophisticated foreign exchange investor that hereby expressly warrants freely and without any reservation that Customer has not been solicited by Service Provider legal right to enter into this Agreement and perform your obligations under this Agreement; • This Agreement constitutes the valid and legally binding obligation of Customer Agreement. (i) enforceable against you in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, and other laws of general application affecting enforcement of creditors’ rights generally; • Customer is a sophisticated investor and is able to bear the economic risk associated with cryptocurrency mining. Your overall commitment to investments in cryptocurrency mining, including Your Equipment, is not disproportionate to your net worth. Customer has read adequate means of providing for Customer’s current needs and understands the Risk Disclosure Statement contained in this Agreement. Customer will review Service Provider risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction personal and family contingencies and has no need for liquidity in Customer’s Account unless investment in the cryptocurrency mining equipment. Customer understands Service Provider revised is financially able to bear the economic risk disclosuresof becoming a cryptocurrency miner, including bearing losses should the results of mining not recoup its costs; • Customer acknowledges receipt and careful review of the Agreement, and has been furnished with all information regarding the Services that Customer requested or desires to know; • Customer has been advised that they have the right to seek their own legal counsel to review this Agreement prior to executing the Agreement. • Customer acknowledges that cryptocurrency mining, holding, and transacting may involve tax consequences and legal implications and that Xxxx has proffered no tax or legal advice to Customer. You must retain your own professional advisors to evaluate the tax and other legal implications of cryptocurrency mining, holding, and transacting; • Customer agrees that in effecting the Services are not an investment contract or any transactionother type of security under the United States or other securities laws. As such, Customer is deemed not entitled to represent the protections afforded those transacting in securities under such securities laws; • Customer acknowledges there may be theoretical or practical competition between Bolt and Customer in respect of cryptocurrency mining. Customer hereby waives all potential and existing conflicts of interest that it has read and understands Service Provider revised risk disclosures as Bolt may have in effect at providing the time of such opening transaction. (j) Services to Customer or otherwise; • Customer has read the knowledge and understands experience to use the trading policies contained in this Agreement, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Services effectively and take full responsibility for all outcomes and implications of Customer’s Account unless cryptocurrency mining activities; and • Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it no data transmission over the internet is deemed guaranteed to represent that it has read and understands Service Provider revised Trading Policies as in effect at be secure. Xxxx is not responsible for the time security of such opening transactioninformation transmitted over the internet. The security of our network is maintained according to generally accepted industry standards. (k) Customer acknowledges that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time trading. (l) All information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 1 contract

Samples: Colocation Hosting Agreement

Customer’s Representations and Warranties. As of (i) Customer makes the date hereof, same warranties to Bank as Bank is deemed by the date of each Contract and other transaction in Rules to make with respect to Entries originated by Customer’s Account and any date on which Service Provider Risk Disclosure Statement or Trading Policies are revised, updated or amended. Without limiting the foregoing, Customer represents to Bank and warrants that (i) each Entry when initiated pursuant to Service Provider this Agreement is properly authorized by Customer, (ii) each person shown as a Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and agrees the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, and such Authorization is operative at the time of transmittal or crediting by Bank as provided herein, (iii) each credit Entry is timely, (iv) at the time the Entry is transmitted to Bank, Customer’s Authorization has not been revoked, neither Customer nor Bank has terminated this Agreement, and Customer has no knowledge of the revocation of the Receiver’s Authorization or of the termination of the arrangement between the Receiving Depository Financial Institution (RDFI) and the Receiver concerning the Entry, (v) that payment of an Entry by a RDFI to the Receiver is provisional until receipt of the RDFI of final settlement for such Entry. Customer specifically acknowledges that it has received notice of the benefit Rules regarding provisional payment and of Service Provider the fact that:, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and the Customer shall be deemed to have paid the amount of the Entry, (vi) no Entry initiated by Customer shall violate the laws of the United States and the total dollar amount of all Entries initiated by the Customer on any one day shall not exceed the Customer’s ACH exposure limit with the Bank, (vii) Customer shall perform its obligations under this Agreement in accordance with applicable laws and regulations, and (viii) all information transmitted by Customer hereunder to Bank is accurate. (ii) In addition to the foregoing, with respect to debit Entries, Customer represents to Bank and warrants that (a) If each debit Entry is for an amount which on the Settlement Date will be due and owing to Customer directly or as authorized agent from the Receiver and is for a natural personsum specified by the Receiver to be paid to Customer, Customer or is of sound mind, legal age (18 in the USA) and legal competence. to correct a previously transmitted erroneous credit Entry; (b) If not Customer has received a natural person (that issigned Authorization from the client, if with a copy thereof given to the client, authorizing Customer is a corporation, LLC or other entity), Customer is duly organized and validly existing under to make prearranged debits from the applicable laws of the jurisdiction of its organization. client’s bank account; (c) Execution each Entry initiated by Customer is in accordance with the Authorization, and delivery Customer has complied with the Rules with respect to same, including retention of this Agreement and all Contracts and other transactions contemplated hereunder and performance the original or a copy of all such Authorization; (d) Customer shall perform its obligations contemplated under this Agreement and all Contracts applicable laws and other transactions contemplated hereunder have been duly authorized regulations, including the sanctions administered by Customer and are legally binding. Office of Foreign Assets Control (d) Each person executing and delivering this Agreement and all Contracts and other transactions contemplated hereunder on behalf of Customer performing the obligations contemplated under this Agreement and any Contract and other transaction contemplated hereunder on behalf of Customer, has been duly authorized by Customer to do so. “OFAC”); (e) Execution Customer is solely responsible for and delivery by Customer is complying with the laws and regulations governing the initiation of this Agreement preauthorized electronic debits, including but not limited to, the Electronic Fund Transfer Act of 1978 and all Contracts Federal Reserve Regulation E. and other transactions contemplated hereunderin particular 12 C. F. R. 205. 10(b) and (d), as currently in effect and performance of all of Customer’s obligations contemplated under this Agreement as amended; and any Contract and other transaction contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Customer. (f) Customer has full beneficial ownership of Customer’s Account. Customer at the time a debit Entry is processed by Bank, the Authorization has not granted and will not grant a security interest in Customer’s Account with Service Provider (other than the security interest granted to Service Provider hereunder) to any person without Service Provider prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any Collateral to any person (other than the security interest granted to Service Provider hereunder) without prior written consent of Service Provider. (g) Customer will execute and deliver all documents, give all notices, make all filings and take such other actions as Service Provider, in its sole discretion, deems necessary or desirable to evidence or perfect any security interest in favor of Service Provider or to protect Service Provider interests been terminated with respect to any Collateralsuch Entry. (h) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign currency and is a sophisticated foreign exchange investor that hereby expressly warrants freely and without any reservation that Customer has not been solicited by Service Provider to enter into this Customer Agreement. (i) Customer has read and understands the Risk Disclosure Statement contained in this Agreement. Customer will review Service Provider risk disclosures, including, without limitation, Service Provider Risk Disclosure Statement, each time they are amended. Customer will not affect any transaction in Customer’s Account unless Customer understands Service Provider revised risk disclosures, and Customer agrees that in effecting any transaction, Customer is deemed to represent that it has read and understands Service Provider revised risk disclosures as in effect at the time of such opening transaction. (j) Customer has read and understands the trading policies contained in this Agreement, including, without limitation, Service Provider Trading Policies. Customer will review Service Provider Trading Policies, including, without limitation, Service Provider Trading Policies each time they are amended. Customer will not affect any opening transaction in Customer’s Account unless Customer understands Service Provider revised Trading Policies, and Customer agrees that in effecting any opening transaction it is deemed to represent that it has read and understands Service Provider revised Trading Policies as in effect at the time of such opening transaction. (k) Customer acknowledges that Customer has had the opportunity to conduct simulated trading using the Service Provider Demo Trading Platform for a period that has allowed the Customer to develop a full understanding of the Service Provider Internet Trading Platform, an online trading system for Spot Foreign Exchange real- time trading. (l) All information provided by Customer to Service Provider, including information regarding Customer’s trading experience and investment sophistication, is true, correct and complete, and Customer will notify Service Provider promptly of any changes in such information.

Appears in 1 contract

Samples: Master Treasury Management Services Agreement

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