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Client
Agreement and Disclaimers
Please read
the following document carefully
understand and agree to the terms
and conditions of service.
Introduction
This
document contains important
information regarding the terms and
conditions which apply to your
brokerage account with Alliance
Investment Management, LTD, a
Jamaican corporation doing business
as this domain name (hereinafter
referred to as "AIM"). PLEASE READ
THIS DOCUMENT CAREFULLY and retain
it for future reference. Please note
that the information contained
herein is subject to change without
notice.
1. I
understand that this Agreement
("Agreement") between me and AIM
states the terms and conditions of
my use of AIM's online trading
service maintained and operated by
Alliance Investment Management, LTD.
In
consideration for AIM opening and
maintaining one or more Accounts
(each an "Account"), you agree to
the terms and conditions contained
in this Agreement, as amended from
time to time.
Definitions
As used in
the Agreement, these terms are
defined as follows:
a.
Account Application. The
application you prepare and
submit to open a Brokerage
Account.
b. Available Funds. The sum of
all funds on deposit in your
account, plus funds receivable
from settled sales, minus funds
needed to pay for recent
purchases and minus funds needed
to pay for any open orders and
any uncleared deposits.
c. Brokerage Account. A Cash
Account or Margin Account.
d. Business Day. Monday through
Friday, excluding stock exchange
holidays.
e. Cash Account. The basic
brokerage account AIM offers
wherein you make all purchases
on a cash basis.
f. Customer Agreement. The
agreement you make with us when
you open a brokerage account, as
amended from time to time.
g. Debit Balance. An account
balance representing money owed
us.
h. Free-Riding. The practice of
purchasing and selling
securities in rapid succession
without submitting to AIM
payment for the purchase order
(the proceeds of the sale are
expected to cover the purchase
price).
i. Good Delivery. The delivery
to AIM of freely transferable
securities (properly endorsed,
registered and fully negotiable
stock certificates which clear
transfer).
j. Password. Your Personal
Password used to access the AIM
online trading service.
k. Securities and/or Other
Property. This means, but is not
limited to, cash, stocks, bond
s, mutual funds, money funds,
financial instruments and
related contracts and options,
whether for present or future
delivery. This definition
includes securities or other
property currently or
hereinafter held, carried or
maintained by AIM or any of its
affiliates, in AIM 's possession
or control, or in the possession
or control of any such
affiliate, for any purpose, in
and for any of your Account(s)
now or hereinafter opened,
including any Account in which
you may have an interest.
l. Service. AIM's online
services.
m. Short Sale. The sale of a
security you do not own.
n. Settlement date. The day on
which a transaction is to be
completed. On this day, buyers
are to pay for their purchases
and sellers are to deliver their
securities. Generally, for
equity transactions, settlement
date is three (3) days after
your trade executes.
o. User ID. Your alphanumeric
code which is required for you
to access your account through
the Service.
p. "We," "us". "We" and "us".
These terms refers to "AIM".
q. "You" or "your". Each person
who signs an account application
or a designee of any person who
signs an account application.
2.
Opening Your Account. You may
apply for a Brokerage Account by
completing an Account Application.
You warrant and represent that the
information that you supply in your
Account Application (or other
information that AIM may require) is
accurate and truthful. If your
application is approved, AIM will
open a Brokerage Account (an
"Account") for you.
3.
Location of transactions. I
understand and agree that all
transactions, communications and
exchanges of information using this
website are to be considered as
having taken place in the
jurisdiction in which the servers
providing the service are physically
located and as such, are governed by
the laws of these jurisdictions. You
further understand that this website
is operated in compliance with the
laws of the jurisdiction in which
the servers hosting this service are
physically located. Compliance with
the laws of the jurisdiction in
which you are a resident or citizen
is your responsibility alone. AIM,
its agents, representatives or any
of its affiliate Membersites,
including this domain name only
conduct business in the jurisdiction
in which its servers are hosted.
Neither AIM, its agents,
representatives or any of its
affiliate Membersites, by offering
you the opportunity to do business
through them are agreeing to subject
themselves to the laws, customs and
procedures of the jurisdiction of
your residence.
4.
Non-Solicitation or recommendation.
Nothing in this customer agreement
should be construed as a
solicitation or recommendation to
buy or sell any security. You
acknowledge that all orders to
buy/sell securities in your account
must be placed by you directly
through the AIM online trading
interface.
5. No
Legal, Tax or Accounting Advice.
You acknowledge that AIM will not be
providing you with any legal, tax or
accounting advice. You assume full
responsibility with respect to
transactions in or for your Account
and your investment decisions. AIM
and their officers, directors,
employees, agents and affiliates
will have no liability with respect
to transactions in or for your
Account and your investment
decisions.
6. Tax
Liabilities. You acknowledge
that AIM will report any information
regarding your account with AIM or
income derived therefrom, to any
taxing authority or agency. You
further acknowledge that it is your
obligation and responsibility to
comply with the laws of the country
of your residence with respect to
tax liability.
7.
Applicable Rules and Regulations.
All transactions in your Account
shall be subject to the rules,
customs and usages of AIM.
8.
Minimum Deposits and Balances.
AIM will require you to make a
minimum deposit to open your Account
$1000, either in the form of cash or
marketable securities and to
maintain a minimum balance in your
Account thereafter. The minimum
deposit and balance may consist of
cash or marketable securities, or a
combination of cash and marketable
securities. This deposit is in
addition to any funds required to
pay for any purchases of securities
in your account.
9.
Commissions and Fees. You
agree to pay our brokerage
commissions and other fees, as they
exist from time to time and as they
apply to your Account, transactions,
and services you receive. You also
agree to pay all applicable taxes.
10.
Transactions and Settlements.
All orders for the purchase and/or
sale of securities and/or other
property will be directly entered by
you through the AIM online trading
system with the understanding that
no trade or order will be accepted
and/or executed unless and until
good funds are in your account. The
transaction you wish to execute or
securities which have cleared
transfer are in your account. Though
orders are usually routed to the
marketplace shortly after entry,
certain orders, at AIM's sole
discretion, may be subject to manual
review and entry, which may cause
delays in the processing of your
orders. You also understand that you
will receive the price at which your
order executes in the marketplace,
which may be different from the
price at which the security or
option is trading when your order is
entered into our system.
11.
Instructions from you are assumed to
be genuine. You agree that
AIM shall not be under a duty to
inquire as to the authenticity or
propriety of any instructions given
to AIM by you and shall be entitled
to act upon any such instructions;
and AIM will not be liable for any
loss, cost, expense or other
liability arising out of any such
instructions.
12.
Purchases of Securities. To
process orders to purchase
securities, AIM generally requires
that the Account contain "Available
Funds" or "Buying Power" equal to or
greater than the purchase price of
the securities prior to trade date.
Any order inadvertently accepted
and/or executed without sufficient
funds in the Account will be
subject, at AIM's discretion, to
cancellation or liquidation. You are
responsible for your orders,
including any orders which exceed
Available Funds or Buying Power in
your Account. If full funds are not
available in the Account and an
order is processed, your payment via
wire or personal check, cashiers
check or money order payable to
Alliance Investment Management LTD
must be promptly submitted to AIM
pursuant to the instructions for
transmitting funds and/or securities
contained on the AIM online trading
system's banking page http://www.alliancetrader.com/wires.html
to assure that such payment will be
received on or prior to settlement
date. If payment is not received by
settlement date, or as market
conditions warrant, your Account may
be liquidated, without prior
notification. In the event your
Account is liquidated, you will be
liable for any resulting losses and
all associated costs incurred by
AIM.
13. Sales
of Securities; Short Sales.
AIM generally requires that stock
certificates be cleared by the
transfer agent for the security
deposited into the Account prior to
the acceptance of a sell order. Any
order inadvertently accepted without
negotiable certificates in the
Account will be subject, at AIM's
discretion, to cancellation or
buy-in. All other sell orders will
be for securities owned by you at
the time the order is placed, and
must be long and in good deliverable
form in your Account on or before
settlement date of the transaction.
Proceeds of the sale cannot be paid
to you until the certificate(s) have
been received by AIM in good
deliverable form from the transfer
agent for the company whose
securities were deposited into your
account. If the certificate(s) are
not received on or before settlement
date, or as market conditions
warrant, the securities may be
purchased on the open market by AIM.
If the securities are bought in, you
will be responsible for any
resulting losses and all associated
costs incurred by AIM. The proceeds
of all sales will be retained in
your Account unless you request
otherwise. You may withdraw
un-invested cash from your Account
upon request to AIM. We may require
that you make these requests in
writing.
14.
Customers' Responsibility Regarding
Certain Securities. Certain
securities may grant the holder
thereof valuable rights that may
expire unless the holder takes
action. These securities include,
but are not limited to, warrants,
stock purchase rights, convertible
securities, bonds and securities
subject to a tender or exchange
offer. You are responsible for
knowing the rights and terms of all
securities in your Account. AIM is
not obligated to notify you of any
upcoming expiration or redemption
dates, or to take any other action
on your behalf, without specific
instructions from you. However, if
any such security is about to expire
worthless or be redeemed for
significantly less than its fair
market value, and we have not
received instructions from you, AIM
may, at its discretion, sell the
security and credit your Account
with the proceeds. Similarly, you
are responsible for knowing about
reorganizations related to
securities, which you hold,
including but not limited to stock
splits and reverse stock splits. AIM
is not obligated to notify you of
any such reorganization. If, due to
reorganization, you sell more shares
of a security than you own, or if
you become otherwise exposed to risk
requiring AIM to take action in your
Account, AIM will not be responsible
for any losses you incur
15.
Cancellation Requests; Late and
Corrected Reports. When you
place a request to cancel an order,
the cancellation of that order is
not guaranteed. Your order will only
be canceled if your request is
received in the marketplace and
matched up with your order before
your order executes. Market orders
are subject to immediate execution.
During market hours, it is rarely
possible to cancel your market
order. For the best chance of
ensuring that a market order is
canceled, a cancellation request
should be placed at least fifteen
minutes prior to the opening of the
market. Please do not assume that
any order has been executed or
canceled until you have received a
transaction confirmation from AIM
via e-mail. Also, please be aware
that AIM from time to time, receives
late reports from exchanges and
market makers reporting the status
of transactions. Accordingly, you
will be subject to late reports
related to orders that were
previously unreported to you or
reported to you as being expired,
canceled, or executed. In addition,
any reporting or posting errors,
including errors in execution
prices, will be corrected to reflect
what actually occurred in the
marketplace.
16.
Telephone Recording. You
understand and agree that for our
mutual protection, AIM may
electronically record any of your
telephone conversations conducted
with AIM.
17.
Satisfaction of Indebtedness.
You agree to satisfy, upon demand,
any indebtedness, and to pay any
debit balance in any of your
Accounts. No Account of yours may be
closed without AIM first receiving
all securities and/or other property
for which the Account is short and
all funds to pay in full for all
securities and/or other property in
which the Account is long. The
reasonable costs and expenses of
collection of any such indebtedness
or debit balance, including but not
limited to attorney*s fees, shall be
payable by you to AIM.
18.
Liens. All of your securities
and/or other property in any Account
in which you have an interest or
which at any time are in the
possession or under the control of
AIM, shall be subject to a lien for
the discharge of any and all
indebtedness or any other obligation
you may have to AIM. All of your
securities and/or other property
shall be held by AIM as security for
the payment of any such obligation
or indebtedness to AIM in any
Account in which you have an
interest. AIM may, at any time and
without giving you prior notice, use
and/or transfer any or all
securities and/or other property in
any Account in which you have an
interest, without regard to AIM
having made any advances in
connection with such securities
and/or other property and without
regard to the number of Accounts you
may have with AIM. In enforcing its
lien, AIM at its sole discretion may
determine which securities and/or
other property are to be sold or
which contracts are to be closed.
19.
Restrictions on Trading. You
understand that AIM may at any time,
at their sole discretion and without
prior notice to you, prohibit or
restrict your ability to trade
securities, or to substitute
securities, in your Account.
20. AIM
as Agent. You understand that
AIM is acting as your agent unless
AIM notifies you, electronically or
in writing, before the settlement
date for the transaction that AIM is
acting as a dealer for its own
account or as agent for some other
person.
21.
Receiving Your Securities.
Without abrogating any of AIM 's
rights under any other portion of
this Agreement and subject to any of
your indebtedness to AIM , you are
entitled, upon appropriate demand
and upon paying any applicable fees,
to receive physical delivery of
fully paid for securities in your
Account.
22.
Confirmations. It is your
responsibility to review upon first
receipt, whether delivered to you in
the mail, by electronic mail, or
other electronic means, all
confirmations of transactions.
Transactions shall be binding upon
you, if you do not object, either in
writing or via electronic mail,
within two (2) days after the
confirmation is first received by
you. In all cases, AIM reserves the
right to determine the validity of
your objection to the transaction.
23.
Account Statements. It is
your responsibility to review upon
first receipt, whether delivered
electronically or in hard copy, all
account statements. The information
contained in your account statements
(excluding transactions which are
covered under Confirmations above)
shall be binding upon you, if you do
not object, either in writing or via
electronic mail, within two (2) days
after the account statement is first
received by you. In all cases, AIM
reserves the right to determine the
validity of your objection to the
information contained in the account
statement.
24.
Liability of AIM . Any
liability arising out of any action
or omission by AIM to provide
services to me hereunder shall be
limited to an amount equal to the
benefit which would have resulted
from the transaction during the
three (3) business days in which we
should have acted.
25.
Notices and Other Communications.
Notices and other communications,
delivered or mailed to the mailing
address or to the electronic-mail
address provided by you shall, until
AIM has received notice in writing
of any different address, be deemed
to have been personally delivered to
you whether actually received or
not. Notices and other
communications may also be provided
to you verbally. Such notices and
other communications left for you on
your answering machine, or
otherwise, shall be deemed to have
been delivered to you whether
actually received or not.
26.
Resolution of disputes. Any
and all disputes which arise as a
result of any activity having to do
with your AIM account shall be
resolved by submission to the Board
of Governors of AIM . Any such
dispute should be submitted by you,
in writing, directly to AIM with a
copy to AIM . Any such submission
should contain a complete statement
of the dispute with all relevant
documentation attached. AIM will
then have 20 days after receipt of
your submission to file a response
with AIM with a copy to you. After
receipt of AIM 's response to your
submission, you will have 20 days to
file a reply. After receiving the
submissions of both parties, the
Board of Governors of AIM may submit
questions in writing to either or
both parties to the dispute. Such
questions must be responded to
within 15 days of receipt. Once all
submissions are received and any
responses to questions posed by the
Board of Governors are received, the
Board of Governors will render a
decision with regard to the dispute
within thirty (30) days. The
decision of the Board of Governors
of AIM is final and binding and
there shall be no recourse or appeal
from the decision.
27.
Dividends, and Subscription Rights.
AIM will receive dividends on your
behalf, and will credit your Account
on or shortly after the payable
dates. You will be notified of any
subscription rights that are
received by AIM for your Account.
28. Proxy
Materials. Neither AIM nor
AIM will forward to you any proxy
materials that are received and any
other material furnished to AIM by
issuers whose securities you own,
including annual reports, quarterly
reports and notices of meetings.
29. Joint
Accounts. If this is a Joint
Account, each of you signing this
Agreement (each a "joint owner"')
agrees that each joint owner shall
have authority to (i) buy, sell and
otherwise deal in, through AIM as
broker, securities and/or other
property (ii) to receive
confirmations, statements and
communications of every kind related
to the Account; (iii) to receive and
to dispose of money, securities
and/or other property in the
Account: (iv) to make, terminate, or
modify this Agreement and any other
written agreement relating to the
Account or waive any of the
provisions of such agreements; and
(v) generally to deal with AIM as if
each of you alone was the sole owner
of the Account, all without notice
to the other joint owner(s). Each of
you agrees that notice to any joint
owner shall be deemed to be notice
to all joint owners. Each joint
owner further agrees that he or she
shall be jointly and severally
liable for the Account. AIM may
follow the instructions of any of
the joint owners concerning the
Account and make delivery to any of
the joint owners of any and all
securities and/or other property in
the Account, and make payments to
any of the joint owners, of any or
all monies in the Account as any of
the joint owners may order and
direct, even if such deliveries
and/or payments shall be made to one
of the joint owners personally. AIM
shall be under no obligation to
inquire into the purpose of any such
demand for such deliveries and/or
payments. In the event of the death
of any of the joint owners, the
surviving joint owner(s) shall
immediately give AIM written notice
thereof, and AIM may, before or
after receiving such notice, take
such proceedings, require such
documents, retain such portion
and/or restrict transactions in the
Account as it deems advisable in its
sole discretion to protect itself
against any tax, liability, penalty
or loss under any present or future
laws or otherwise. The estate of any
deceased joint owner shall be liable
and each survivor will be liable,
jointly and severally, to AIM for
any debt or loss in the Account
resulting from the completion of
transactions initiated prior to AIM
's receipt of a written notice of
such death or debt or loss incurred
in the liquidation of the Account or
the adjustment of the interests of
the joint owners. Any taxes or other
expense becoming a lien against or
being payable out of the Account as
the result of the death of any of
the joint owners, or through the
exercise by his or her estate or
representatives of any rights in the
Account, shall be chargeable against
the interest of the surviving joint
owner(s) as well as against the
interest of the state of the
deceased joint owner's estate from
any liability arising under this
Agreement. Unless the joint owners
notify us otherwise and provide us
such documentation as we may
require, we may presume that it is
the express intention of the joint
owners to hold the Account as joint
tenants with rights of survivorship.
In the event of the death of any of
the joint owners, the entire
interest in the Account shall be
vested in the surviving joint
owner(s) on the same terms and
conditions as theretofore held,
without in any manner releasing the
deceased joint owners estate from
liability. We reserve the right to
require written instructions from
all account holders, at our
discretion.
30.
Credit Interest and Money Market
Fund Information. AIM does
not offer
Credit Interest or Money Market
Funds.
31.
Online Service. You shall use
the AIM online trading service (the
"Service") only in accordance with
this Agreement and any additional
services offered through the Service
in the future will only be used in
accordance with this Agreement. You
shall be the only authorized user of
the Service under this Agreement.
You shall be responsible for the
confidentiality and use of your User
ID and password. You understand that
you shall be solely responsible for
all orders entered through the
Service using your User ID and
password. You further understand and
agree that, as a condition of using
the Service to place orders and/or
send information, you shall
immediately notify AIM if: (a) an
order has been placed through the
Service and you have not received an
order confirmation number; (b) an
order has been placed through the
Service and you have not received an
accurate acknowledgment (whether
through hard copy, electronic, or
verbal means) of the order or of its
execution; (c) you have received
acknowledgment (whether through hard
copy, electronic, or verbal means)
of an execution for an order which
you did not place or any similar
conflict; or (d) you become aware of
any unauthorized use of your User ID
and password. If you fail to notify
AIM immediately after any of the
above conditions occur, neither AIM
nor any of its officers, employees,
agents, affiliates or subsidiaries
can or will have any responsibility
or liability to you or to any other
person whose claim may arise through
you for any claims with respect to
the handling, mishandling or loss of
any order. You further agree that
AIM and its affiliates will not be
liable for any consequential,
incidental, special, or indirect
damage (including lost profits,
trading losses and damages) that
result from inconvenience, delay or
loss of the use of the Service even
if AIM has been advised of the
possibility of such damages. You
agree that AIM and its affiliates
will not be liable for any losses
resulting from a cause over which
AIM or its affiliates does not have
direct control, including but not
limited to the failure of electronic
or mechanical equipment or
communication lines, telephone or
other interconnect problems (e. g.
if you are unable to access your
online service provider),
unauthorized access, theft, operator
errors, severe weather, earthquakes,
floods and strikes or other labor
problems. AIM offers you various
ways of accessing your Account,
including telephone and online
services. You agree that should you
experience any problems in reaching
AIM through any particular method,
you will attempt to use alternate
methods to communicate with us. You
agree that AIM may modify the
Service or change the terms of this
Agreement, in whole or in part, upon
notice through the Service and/or in
writing.
32.
Market Data. You understand
that each participating securities
exchange or association asserts a
proprietary interest in all of the
market data it furnishes to the
parties that disseminate the data.
You also understand that neither any
participating securities exchange or
association nor any supplier of
market data guarantees the
timeliness, sequence, accuracy or
completeness of market data or any
other market information, or
messages disseminated by any party.
Neither AIM nor any disseminating
party shall be liable in any way,
and you agree to indemnify and hold
harmless AIM and such disseminating
party, for (a) any inaccuracy,
error, or delay in, or omission of
(i) any such data, information, or
message or (ii) the transmission or
delivery of any such data,
information, or message; or (b) any
loss or damage arising from or
occasioned by (i) any such
inaccuracy, error, delay, or
omission, (ii) non-performance, or
(iii) interruption of any such data,
information, or message, due either
to any negligent act or omission by
AIM or any disseminating party or to
any "FORCE MAJEURE" (i.e. , flood,
extraordinary weather conditions,
earthquake, or other act of God,
fire, war, insurrection, riot, labor
dispute, accident, action of
government, communications, power
failure or equipment or software
malfunction) or any other cause
beyond the reasonable control of AIM
or any disseminating party. You
understand that the terms of this
Agreement may be enforced directly
against you by the securities
exchanges and associations providing
market data.
33.
Extraordinary Events. AIM
and/or its agents will not be liable
for losses caused directly or
indirectly by government
restriction, exchange or market
rulings, suspension of trading,
computer or telephone failure, war,
earthquakes, strikes or any other
conditions beyond AIM 's control.
34.
Termination of Accounts. You
may close your Account at any time
by giving us written notice. AIM may
terminate your Account at any time
and for any reason. Closing an
Account will not affect rights and
obligations of either party incurred
prior to the date the Account is
closed.
35.
Severability. If any
provision of this Agreement is held
to be invalid, void or unenforceable
by reason of any law, rule,
administrative order or judicial
decision, that determination shall
not affect the validity of the
remaining provisions of this
Agreement.
36.
Waiver. Except as
specifically permitted in this
Agreement, no provision of this
Agreement can be, nor be deemed to
be, waived, altered, modified or
amended unless agreed to in writing
signed by an authorized officer of
AIM and approval is obtained from a
representative of AIM .
37.
Successors. You hereby agree
that this Agreement and all the
terms hereof shall be binding upon
your heirs, executors,
administrators, personal
representatives and assigns. This
Agreement shall inure to the benefit
of AIM and its successors, assigns
and agents. AIM may assign its
rights and duties under this
Agreement to any of its subsidiaries
or affiliates without giving you
notice, or to any other entity upon
prior written notice to you.
38. Power
of Attorney. You agree and
hereby irrevocably appoint AIM ,
with full power as your true and
lawful attorney-in-fact, to the full
extent permitted by law, for the
purpose of carrying out the
provisions of this Agreement and
taking any action and executing any
instrument that AIM deems necessary
or advisable to accomplish the
purposes of this Agreement.
39.
Headings. The heading of each
provision of this Agreement is for
descriptive purposes only and shall
not be deemed to modify or qualify
any of the rights or obligations set
forth in each such provision.
40.
Entire Understanding; Assignment.
This Agreement, together with all
other written agreements between you
and AIM related to your Account and
terms contained on statements and
confirmations sent to you, contains
the entire understanding between you
and AIM concerning the subject
matter of this Agreement. You may
not assign your rights and
obligations hereunder without first
obtaining the prior written consent
of both AIM and AIM . |