ONLINE STOCK TRADING AGREEMENT
This ONLINE STOCK TRADING AGREEMENT (the "Agreement") is entered into as of
this 1st day of July, 1999, by and between Swiftrade Inc. ("Swiftrade"), a
British Virgin Islands corporation with a registered office at P.O. Box 957,
Offshore Incorporations Centre, Roadtown, Tortola, British Virgin Islands, which
is a subsidiary of Momentum Asia Inc., a subsidiary of ZiaSun Technologies Inc,
and WdoT.rade Inc. ("WdoT.rade"), a California corporation with offices at 0000
X. Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, which is a division of
West America Securities Corporation ("West America"), a broker-dealer registered
with the Securities and Exchange Commission ("SEC") and a member of the National
Association of Securities Dealers, Inc. ("NASD").
WHEREAS, Swiftrade is an online portal for international investor to trade
on the major international securities markets; and
WHEREAS, WdoT.rade desires to offer international investors access to
securities markets in the United States;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and legal sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Swiftrade shall design, host and manage a Web site for WdoT.rade as an
online trading portal to provide international investors with 24-hour direct
access to United States securities markets through the facilities of West
America.
2. Swiftrade shall provide direct links from its Web site to the Web sites
of WdoT.rade/ West America and/or Xxxxxx X. Xxxxxx Company, Inc., West America's
clearing agent. During the term of this Agreement, Swiftrade shall not provide
links from its Web site to other sites on the World Wide Web of broker-dealers
or investment advisers offering or making available similar investment products,
services and information.
3. Swiftrade shall provide direct links to WdoT.rade/West America to make
available services and facilities to allow international investors to open and
maintain accounts with West America and to enter and execute trades in the
accounts, to obtain confirmations and monthly account statements from West
America, and to ask questions and obtain answers about particular securities and
general market information.
4. All services to be provided by Swiftrade hereunder shall be in
accordance with the requirements of the federal securities laws of the United
States administered by the SEC,. shall comply with the rules and regulations of
the NASD and shall be subject to review and approval by West America and its
counsel.
5. WdoT.rade/West America shall pay Swiftrade a referral fee of $40 per
account opened through the services and facilities provided by Swiftrade
hereunder. Swiftrade shall receive no other compensation for designing, hosting
and managing the Web site for WdoT.rade/West America hereunder.
6. This Agreement will take effect immediately and continue for an initial
term of two years unless it is earlier terminated by either party for any reason
at any time upon 60 days written or electronic notice to the other party. This
Agreement will terminate automatically and without notice if either party
violates any regulatory requirement of the SEC or the NASD with respect to the
maintenance or operation of online stock trading or stock trading in general or
if a civil, criminal or administrative proceeding is instituted against either
party by a federal or state law enforcement agency or commission.. If this
Agreement is terminated, WdoT.rade/West America will cease using the
SwiftradeWeb site, all products and services obtained through the Web site will
be promptly returned by Swiftrade to WdoT.rade/West America, together with all
materials associated with the Web site, including any and all customer account
information; Swiftrade shall maintain the confidentiality of any and all
customer account information, including user IDs, sign-on passwords and any
other security codes used by international investors who accessed their accounts
at West America through the direct link on the Swiftrade Web site, or other
information relating to such investors; all customer account information is
proprietary and confidential.
7. Swiftrade's designing, hosting and managing the WdoT.rade/West America
Web site shall not constitute the providing of any investment, tax or legal
advice; any investment advisory products or services by WdoT.rade/West America
shall be the responsibility of WdoT.rade/West America and not Swiftrade, which
disclaims any responsibility for any particular securities, securities
transaction or investment strategy.
8. Use of the Internet for online stock trading is solely at the user's own
risk and is subject to all applicable local, state, national and international
laws and regulations. While Swiftrade will endeavor to create a secure and
reliable link to WdoT.rade/West America for use by its international customers,
Swiftrade and its affiliates will not be responsible for the security or
accuracy of information transmitted by the Internet, nor will they be liable for
any loss resulting from a cause over which they have no direct control,
including but not limited to failure of electronic or mechanical equipment or
communication lines, telephone or other interconnect problems, interruption of
communication or data processing services, unauthorized access or theft,
operator errors, news or analyst reports, market volatility, natural disasters,
strikes, wars or other factors. Neither Swiftrade nor its affiliates will be
responsible for the availability, accuracy or content of the consequences of
reliance on any information contained in, available through or on the Web site
designed, hosted and managed and the risk of loss from these matters rests
entirely with WdoT.rade/West America.
9. Each party to this Agreement agrees to indemnify and hold the other
party harmless, as well as each party's officers, directors, employees,
representatives, agents, members and partners, attorneys, predecessors and
assigns, from and against any and all claims, proceedings, damages, injuries,
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liabilities, losses, costs and expenses (including reasonable attorneys' fees
and litigation expenses), relating to or arising from this Agreement. It is
understood and agreement that the parties hereto are independent contractors and
that this Agreement in no way creates any joint venture or partnership between
the parties, nor is either party the agent of the other.
10. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their respective legal representatives and successors. This
Agreement may not be assigned.
11. This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior arrangements, understandings and agreements,
oral or written, between the parties hereto with respect to the subject matter
hereof. This Agreement may not be modified or amended except by an instrument or
instruments in writing signed by the party against whom enforcement of any such
modification or amendment is sought.
12. The parties hereto agree to cooperate and use their respective best
efforts to consummate the transactions contemplated by this Agreement.
13. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which shall be deemed to be one and the same
instrument.
14. All notices and communications hereunder shall be in writing and shall
be deemed to have been duly given when delivered in person, by email, telegram,
telex, facsimile transmission or by mail to the respective parties at the
following addresses or such other address as any party hereto shall specify in a
notice to the other party in accordance with the terms hereof.
If toWdoT.rade or West America WdoT.rade Inc., a division of
West America Securities Corporation
0000 Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: 000-000-0000
Attention: Xxxxxx Xxx
If to Swiftrade Swiftrade Inc.
P.O. Box 957
Offshore Incorporations Centre
Roadtown, Tortolla
British Virgin Islands
Fax:_________________________
Attention:______________________
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With a copy (which shall not constitute notice) to
McGuire, Woods, Battle & Xxxxxx LLP
0000 Xxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx XX 00000
Fax: 000-000-0000
Attention: Xxxxx X. Xxxxxxxx
15. This Agreement shall be construed (both as to validity and performance)
and enforced in accordance with and governed by the laws of the State of
California applicable to agreements made and to be performed wholly within such
jurisdiction and without regard to conflicts of laws. If any portion of this
Agreement is adjudged invalid or unenforceable by a court of competent
jurisdiction, the remaining portions will remain valid, enforceable and carried
into effect.
16. Any controversy, claim or dispute between the parties hereto, or any of
their respective officers, directors, employees, representatives, agents or
other affiliates, arising out of or relating to this Agreement, shall be settled
by binding arbitration in Los Angeles, California. Such arbitration shall be
conducted by and in accordance with the rules and regulations then in effect of
the American Arbitration Association. Any award the arbitrator makes will be
final and binding and judgment on it may be entered in any court having
jurisdiction. The parties hereto consent and submit to the personal jurisdiction
of the courts of the State of California to interpret or enforce any or all of
the arbitration provisions of this Agreement.. The parties hereto consent and
submit to the personal jurisdiction of the courts of the State of California to
interpret or enforce any or all of the arbitration provisions of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
SWIFTRADE INC.
By: /S/ Xxxxxxx Xxxxx
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Xxxxxxx X. Xxxxx
WDOT.RADE INC., a division of
WEST AMERICA SECURITIES CORPORATION
By
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