Client Agreement and Disclaimers
Please read the following document carefully understand and agree to the terms and conditions of service.
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.
Alliance Investment Management reserves the right to liquidate any securities which are/may become illiquid for the undersigned at zero dollar value.
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 .