This Trading Terms & Condition (hereinafter referred to as "Agreement") is a legal contract between Futures Galleria, (hereinafter referred to as "Futures Galleria") its successors and assigns, and the party (hereinafter referred to as "Trader" or "Client") executing this document. In connection with opening an account with Futures Galleria to speculate and purchase and / or sell financial instruments, which may be purchased and / or sold to Futures Galleria or through Futures Galleria Trader's account(s), Trader acknowledges and agrees as follows:
1.
FOREIGN EXCHANGE TRADING
1.1.
Over-The-Counter Foreign Exchange: Trader may purchase and / or sell a spot foreign currency (hereinafter referred to as "Currency") and any similar financial instruments, through over-the-counter foreign exchange market (hereinafter referred to as "OTCFX"), where Futures Galleria shall most frequently act as Trader's counterparty in the purchase and / or sale of the Currency.
1.2.
Settlement Date, Rollovers and Delivery: With respect to purchases or sales of Currencies through an OTCFX account, Trader agrees to instruct Futures Galleria as to the offset or rollover of a Currency position. Except as provided herein, during the term of the Currency position, Trader shall give Futures Galleria instructions for rolling the Currency position no later than two hours prior to the settlement of trading in the Currency contract on the day Trader intends to roll over a Currency position. In addition, Trader, by noon of the business day before the settlement date of the Currency contract, shall instruct Futures Galleria whether to deliver, offset or rollover the Currency position. In the absence of timely instructions from Trader, Futures Galleria is authorized, at Futures Galleria 's absolute discretion, to deliver, rollover or offset all or any portion of the Currency positions in the OTCFX account(s) for Trader's Account(s) and at Trader's risk. Trader's account(s) shall be charged commissions, at broker's rates, upon the rollover or offset of a Currency position. Trader also acknowledges that the purchase or sale of a Currency always anticipates the accepting or making of delivery, though in most cases the accepting or making of delivery will not actually occur.
2.
CFDs INDEX AND COMMODITY TRADING
2.1.
Over-The-Counter Spots Market: Trader may purchase and / or sell spot index or commodity instruments (hereinafter referred to as "Spots") and any similar financial instruments, through over-the-counter spot's market (hereinafter referred to as "OTCSM"), where Futures Galleria shall most frequently act as Trader's counterparty in the purchase and / or sale of the Spots.
3.
COMMON SERVICE PROVISIONS
3.1.
Margins and Deposit Requirements: Trader shall provide to and maintain with Futures Galleria margin in such amounts and in such forms as Futures Galleria, in its sole discretion, may require or as may be otherwise required by applicable regulation. Trader is aware and acknowledges that the requirements for margin vary, and may be changed from time to time, at Futures Galleria's sole discretion, based upon account size, volume traded, and market conditions. Such margin requirements may be greater or less than margins required by a counterparty bank. Futures Galleria may change margin requirements at any time. Trader agrees to deposit by immediate wire transfer such as additional margin when and as required by Futures Galleria and will promptly meet all margin calls in such a mode of transmission as Futures Galleria in its sole discretion designates. Futures Galleria may at any time proceed to liquidate Trader's account in accordance with paragraph 3.4 and any failure by Futures Galleria to enforce its rights hereunder shall not be deemed a waiver by Futures Galleria to enforce its rights thereafter. No previous margin requirement by Futures Galleria shall preclude Futures Galleria from increasing that requirement without prior notice.
3.2.
Governmental, Counterparty Institution and Interbanking System Rules: All transactions under this Agreement shall be subject to the constitution, by-laws, rules, regulations, customs, usage, rulings and interpretations of the counterparty institution or other interbank market (and its clearing organization, if any) were executed and to all applicable laws and regulations. If any statute shall hereafter be enacted or any rule or regulation shall hereafter be adopted by any governmental authority, or a contract market or clearing organization which shall be binding upon Futures Galleria and shall affect in any manner or be inconsistent with any of the provisions hereof, the affected provisions of this Agreement shall be deemed modified or superseded, as the case may be by the applicable provisions of such statute, rule or regulation, and all other provisions of this Agreement and provisions so modified shall in all respects continue in full force and effect. Trader acknowledges that all transactions under this Agreement are subject to the aforementioned regulatory requirements and Trader shall not thereby be given any independent legal or contractual rights with respect to such requirements.
3.3.
Collateral Terms: All funds, securities, currencies, and other property of Trader which Futures Galleria or its affiliates may at any time be carrying for Trader or, which may at any time be in its possession or control or carried on its books for any purpose, including safekeeping, are to be held by Futures Galleria as security and subject to a general lien and right of set-off for liabilities of Trader to Futures Galleria whether or not Futures Galleria has made advances in connection with such securities, commodities, currencies or other property, and irrespective of the number of accounts Trader may have with Futures Galleria. Futures Galleria may in its discretion, at any time and from time to time, without notice to Trader, apply and / or transfer any or all funds or other property of Trader between any of Trader's accounts. Trader hereby also grants to Futures Galleria the right to pledge, re-pledge, hypothecate, invest or loan, either separately or with the property of other Traders, to itself as broker or to others, any securities or other property of Trader held by Futures Galleria as margin or security. Futures Galleria shall at no time be required to deliver to Trader the identical property delivered to or purchased by Futures Galleria for any account of Trader. This authorization shall apply to all accounts carried by Futures Galleria for Traders and shall remain in full force until all accounts are fully paid for by Trader or notice of revocation is sent by Futures Galleria from its home office.
3.4.
Liquidation of Accounts and Payment of Deficit Balances: In the event of (a) the death or judicial declaration of incompetence of Trader; (b) the filing of a petition in bankruptcy, or a petition for the appointment of a receiver, or the institution of any insolvency or similar proceeding by or against Trader; (c) the filing of an attachment against any of Trader's accounts carried by Futures Galleria, (d) insufficient margin, or Futures Galleria 's determination that any collateral deposited to protect one or more accounts of Trader is inadequate, regardless of current market quotations, to secure the account; (e) Trader's failure to provide Futures Galleria any information requested pursuant to this agreement; or (f) any other circumstances or developments that Futures Galleria deems appropriate for its protection, and in Futures Galleria 's sole discretion, it may take one or more, or any portion of, the following actions: (1) satisfy any obligation Trader may have to Futures Galleria, either directly or by way of guaranty of suretyship, out of any of Trader's funds or property in its custody or control; (2) sell any or purchase any or all financial instruments held or carried for Trader; and (3) cancel any or all outstanding orders or contracts, or any other commitments made on behalf of Trader. Any of the above actions may be taken without demand for margin or additional margin, without prior notice of sale or purchase or other notice to Trader, Trader's personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of whether the ownership interest shall be solely Trader's or held jointly with others. In liquidation of Trader's long or short positions, Futures Galleria may, in its sole discretion, offset in the same settlement, or it may initiate new long or short positions in order to establish a spread or straddle which in Futures Galleria 's sole judgment may be advisable to protect or reduce existing positions in Trader's account. Any sales or purchases hereunder may be made according to Futures Galleria 's judgment and at its discretion with any interbank or other exchange markets where such business is then usually transacted or at a public auction or private sale, and Futures Galleria may purchase the whole or any part thereof free from any right of redemption. Trader shall at all times be liable for the payment of any deficit balance of Trader upon demand by Futures Galleria and in all cases, Trader shall be liable for any deficiency remaining in Trader's account(s) in the event of the liquidation thereof in whole or in part by Futures Galleria or by Trader. In the event, the proceeds realized pursuant to this authorization are insufficient for the payment of all liabilities of Trader due to Futures Galleria, trader shall promptly pay upon demand, the deficit and all unpaid liabilities, together with interest thereon equal to three (3) percentage points above the then prevailing prime rate at Futures Galleria 's principal bank or the maximum interest rate allowed by law, whichever is lower, and all costs of collection, including attorney's fees, witness fees, travel expenses and the like. In the event Futures Galleria incurs expenses other than for the collection of deficits, with respect to any of the account(s) of Trader, Trader agrees to pay such expenses.
3.5.
Charges: Trader shall pay such brokerage, commission and special service and all other charges (including, without limitation, markups and markdowns, statement charges, idle account charges, order cancellation charges, account transfer charges or other charges), fees (including, without limitation, fees imposed by any interbank agency, bank, contract markets or other regulatory or self-regulatory organizations) arising out of Futures Galleria providing services hereunder. Futures Galleria may change its commission, charges, and / or fees without notice. Trader agrees to be liable to Futures Galleria for interest on amounts due at Trader to Futures Galleria at an interest rate equal to three (3) percentage points above the then prevailing prime rate at Futures Galleria principal bank or the maximum interest rate allowed by law, whichever is lower. All such charges shall be paid by Trader as they are incurred, or as Futures Galleria in its sole and absolute discretion, may determine, and Trader hereby authorizes Futures Galleria to withdraw the amount of any such charges from Trader's accounts(s). Futures Galleria and Trader agree and confirm that all prices quoted to Trader are not inclusive of markups and markdowns.
3.6.
Right to Refuse Orders: Futures Galleria retains the right to limit the amount and / or total number of open positions that Trader may acquire or maintain at Futures Galleria. Futures Galleria will attempt to execute all orders, which it may, in its sole discretion, choose to accept in accordance with the written or computer instructions of Trader's. Futures Galleria reserves the right to refuse to accept any order. However, Futures Galleria shall not be responsible for any loss or damage caused, directly or indirectly, by any events, actions or omissions beyond the control of Futures Galleria including, without limitation, loss or damage resulting, directly or indirectly, from any delays or inaccuracies in the transmission of orders and / or information due to a breakdown in or failure of any transmission or communication facilities.
3.7.
No Guarantees to Credit Worthiness: There are no guarantees to the credit worthiness of the counterparty of your positions. Every attempt has been made to deal with reputable creditworthy banks, institutions, clearing houses and other participants. Also, there may be certain cases in which trading liquidity decreases causing trading in a certain financial instrument to cease, thereby preventing the liquidation of an adverse position that may result in a substantial financial loss.
3.8.
Interest / Premium: Interest on positions opened on margin held past 17:00 EST / EDT may be charged or paid on a daily basis depending on the underlying position. Trader acknowledges that such interest rates shall be determined by Futures Galleria, in its sole discretion.
3.9.
Price Differences: Trader acknowledges that over-the-counter business is not traded on an organized exchange and therefore, does not require open-outcry. Even though quotations or prices are afforded by many computer-based component systems, the quotations and prices may vary due to various reasons, including without limitation to spread sizes, markups and markdowns, commissions, fees, delays in transmission and market liquidity.
3.10.
Quoting Errors: It Should be quoting errors occur, which may include, but are not limited to, a dealer's mistype of a quote, a quote which is not representative of fair market prices, an erroneous price quote from a Trader, such as but not limited to a wrong big figure quote or an erroneous quote due to failure of hardware, software or communication lines or systems and / or inaccurate external data feeds provided by third-party vendors, Futures Galleria will not be liable for the resulting errors in account balances. The foregoing list is not meant to be exhaustive and in the event of a quoting error, Futures Galleria reserves the right to make the necessary corrections or adjustments on the account involved. Any dispute arising from such quoting errors will be resolved on a basis of a fair market value of a financial instrument at the time such an error occurred.
3.11.
Trading Agent: In the event that Trader grants trading authority or control over Trader's account to a third party (Trading Agent), whether on a discretionary or non-discretionary basis, Futures Galleria shall in no way be responsible for reviewing Trader's choice of such a Trading Agent or for making any recommendations with respect thereto. Futures Galleria makes no representations or warranties concerning any Trading Agent; Futures Galleria shall not be responsible for any loss to Trader occasioned by the actions of the Trading Agent; and Futures Galleria does not, by implication or otherwise endorse or approve of the operating methods of the Trading Agent. If Trader gives the Trading Agent authority to exercise any of its rights over Trader's account, Trader does so at his own risk.
3.12.
Password Protection: The Trader is obligated to keep passwords secret and ensure that third parties do not obtain access to the trading facilities. The Trader will be liable to Futures Galleria for trades executed by the Trader's password, even if such use may be wrongful.
3.13.
Internet Failures: Since Futures Galleria does not control signal power, its reception or routing via Internet, configuration of your equipment or reliability of its connection, we cannot be responsible for communication failures, distortions or delays when trading on-line (via Internet).
3.14.
Account Hibernation: In the event Trader does not deposit funds into Trader's account and does not access Trader's account for ninety (90) days, Futures Galleria may cancel all active orders, close all open positions and place the Trader's account into a hibernation state until the Trader returns and re-activates the Trader's account. Trader acknowledges that Futures Galleria places inactive accounts into the hibernation state in order to preserve computer resources.
3.15.
Trading Recommendations, Signals and Alerts: Trader acknowledges that (i) any market recommendations and information, including the trading signals and alerts ("Trading Recommendations"), communicated to Trader by Futures Galleria or by any person within the company or by any contributor on the Futures Galleria 's discussion channels ("Chat Rooms") or by any market analyst listed on the Futures Galleria website ("Market Analysts"), does not constitute an offer to sell or the solicitation of an offer to buy any financial instrument, (ii) such Trading Recommendations, although based upon information obtained from sources believed by Futures Galleria to be reliable, may be based solely on an opinion and that such information may be incomplete and may be unverified, and (iii) Futures Galleria makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy, completeness or profitability of any Trading Recommendations furnished to Trader.
3.16.
Conflicts of Interest: Trader acknowledges that Futures Galleria and / or its subsidiaries, officers, directors, affiliates, associates, stockholders or representatives may have positions in or may intend to buy or sell financial instruments, which are offered to Trader by Futures Galleria or through Futures Galleria, or, which are subject to market recommendations furnished to Trader, and that the market positions of Futures Galleria or any such subsidiary, officer, director, affiliate, associate, stockholder or representative may be opposing to the positions of Trader, and may not be consistent with the recommendations furnished to Trader by Futures Galleria.
3.17.
Taxation: Trader acknowledges that Futures Galleria makes no representations concerning the tax implications or treatment of any financial instrument or contract offered by Futures Galleria or through Futures Galleria. Trader acknowledges and agrees that tax obligations of Trader are Trader's sole responsibility and that Futures Galleria does not provide any advice, recommendation or information on tax obligations of Trader.
3.18.
International Clientele and Jurisdiction: In light of Futures Galleria offering financial instruments and other products and services ("Offerings") to international clientele subject to an enormous number of local, states and federal laws in many countries around the world, Trader acknowledges and agrees that it is Trader's responsibility to check with Trader's local, state and federal government, if Futures Galleria and the Offerings and use or purchase of the Offerings are in accordance with all the relevant local, state and federal laws ("Relevant Laws"). If Futures Galleria or the Offerings or use or purchase of the Offerings is not in accordance with the Relevant Laws, it is Trader's obligation to immediately stop using and purchasing Offerings, cancel all active orders, close all open positions held with Futures Galleria and request closure of Trader's account(s) with Futures Galleria. Trader agrees to indemnify and hold Futures Galleria harmless to all damages or liability resulting from Trader's failure to comply with provisions referred to herein.
4.
REFERRING AFFILIATES
4.1.
No Supervision or Liability: Futures Galleria does not supervise the activities of referring and introducing agents and affiliates (hereinafter referred to as "Introducing Agent" or "Referring Affiliate" or "Referring Agent") and assumes no liability for any representations made by Referring Agent. Futures Galleria and Referring Agent are wholly separate and independent of one another. The agreement between Futures Galleria and Referring Agent does not establish a joint venture or partnership and Referring Agent is not an agent or employee of Futures Galleria.
4.2.
Third Party Trading Advice: Futures Galleria does not control, and cannot endorse or vouch for the accuracy or completeness of any information or advice Client may have received or may receive in the future from Referring Agent or from any other person not employed by Futures Galleria regarding trading of the financial instruments offered by Futures Galleria or the risks involved in such trading.
4.3.
Integral Risk Disclosure: Futures Galleria provides risk disclosure information to all new Clients when they open accounts. Client should read that information carefully, and should not rely on any information to the contrary from any other source.
4.4.
No Promises to regard Profits: Client acknowledges that no promises have been made by Futures Galleria or any individual associated with Futures Galleria regarding future profits or losses in Client's account. Client understands that trading is very risky, and that many people lose money trading.
4.5.
No Responsibility for Trading Advice: If Referring Agent or any other third party provides Client with information or advice regarding trading of the instruments offered by Futures Galleria, Futures Galleria shall in no way be responsible for any loss to Client resulting from Client's use of such information or advice.
4.6.
Trading Systems and Courses: To the extent Client has previously been led to believe or believes that utilizing any third party trading system, course, program, research or recommendations provided by Referring Agent or any other third party will result in trading profits, Client hereby acknowledges, agrees and understands that all trading, including trading done pursuant to a system, course, program, research or recommendations of Referring Agent or another third party involves a substantial risk of loss. In addition, Client hereby acknowledges, agrees and understands that the use of a trading system, course, program, research or recommendations of Referring Agent or another third party will not necessarily result in profits, avoid losses or limit losses.
4.7.
Non-Regulated Third Parties: Client understands that Referring Agent and many third party vendors of trading systems, courses, programs, research or recommendations are not regulated by a government agency.
4.8.
Compensation for Referring: Client understands and acknowledges that Futures Galleria may compensate Referring Agent for introducing Client to Futures Galleria and that such compensation may be on a per-trade basis or other basis. Such compensation to the Referring Agent may require the Client to incur a markup, above and beyond the ordinary spread generally provided by Futures Galleria. Further, the Client has a right to be informed of the precise nature of such remuneration.
4.9.
Limited Referral Data Access: Client understands and agrees that if Client's account with Futures Galleria is introduced by Referring Agent, that Referring Agent shall have a limited access, determined in Futures Galleria 's sole discretion, to data in Client's Futures Galleria account, but the Referring Agent shall not have the right to enter any trades on Client's account with Futures Galleria.
5.
GENERAL PROVISIONS
5.1.
Risk Acknowledgment: Trader acknowledges that investments in leveraged and non-leveraged transactions are speculative, involve a high degree of risk, and are appropriate only for persons who can assume risk of loss in excess of their principal investment and margin deposit. Trader's warrants that Trader is willing and able, financially and otherwise, to assume the risk of trading in financial instruments offered by Futures Galleria, and in consideration of Futures Galleria's carrying Trader's account(s), Trader agrees not to hold Futures Galleria responsible for losses incurred through following its trading recommendations or suggestions or those of its employees, agents or representatives. Trader recognizes that guarantees of profit or freedom from loss are impossible of performance in trading. Trader acknowledges that Trader has received no such guarantees from Futures Galleria or from any of its representatives or any Introducing Agent or other entity with whom Trader is conducting his / her Futures Galleria account and has not entered into this agreement in consideration of or in reliance upon any such guarantees or similar representations. Trader acknowledges that he / she has been advised and understands the risk factors described in this Agreement and in the Risk Disclosure statement which has been provided to Trader.
5.2.
Communications: Reports, statements, notices and any other communications may be transmitted to such an address as Trader may be from time to time designate in writing to Futures Galleria. All communications so sent, whether by mail, electronic mail, telegraph messenger or otherwise, shall be deemed transmitted by Futures Galleria when electronically submitted or deposited in the mail, or when received by a transmitting agent, and deemed delivered to Trader personally, whether actually received by Trader or not.
5.3.
Futures Galleria Responsibilities: Futures Galleria will not be responsible for delays in the transmission of orders due to a breakdown or failure of transmission or communication facilities, electrical power outage or for any other cause beyond Futures Galleria 's control or anticipation. Futures Galleria shall only be liable for its actions directly attributable to negligence, willful default or fraud on the part of Futures Galleria. Futures Galleria shall not be liable for losses arising from the default of any agent or any other party used by Futures Galleria under this agreement.
5.4.
Consent to Electronic Transmission: Client hereby consents to have Client's account information and trade confirmations available on the Internet in lieu of having such information delivered to Client via mail or e-mail. Client will be able to access account information via the Futures Galleria website using Client's account login information to access the account. Futures Galleria will post Client's account activity and Client will be able to generate daily, monthly and yearly reports of account activity as well as a report of each executed trade. Updated account information will be available no more than twenty-four (24) hours after any activity take place on Client's account. Futures Galleria may show a portion of trading activity in an aggregated form in order to optimize system performance, in which case Client will be able to request e-mail delivery of records of all trading activity that has been aggregated for optimization purposes. Posting of account information on Client's online account will be deemed delivery of confirmation and account statements. Account information will include trade confirmations with trade identifiers, purchase and sell rates, margin information if applicable, statements of profits and losses, as well as current open or pending positions.
5.5.
Statements and Confirmation: Reports of the confirmation of orders and statements of accounts for Trader shall be deemed correct and shall be conclusive and binding upon Trader if not objected to immediately upon receipt and confirmed in writing within (1) day after transmittal to Trader by mail or otherwise. Margin calls shall be conclusive and binding, unless objected to immediately in writing. In lieu of sending trade confirmation via postal mail, Futures Galleria will provide Trader Internet access to view his / her account at any time with an online login. Written objections on Trader's part shall be directed to Futures Galleria at its home office located at the most recent address as indicated on the Futures Galleria website, and shall be deemed received only if actually delivered or mailed by registered mail, return receipt requested. Failure to object shall be deemed ratification of all actions taken by Futures Galleria or Futures Galleria 's agents prior to Trader's receipt of said reports. Trader's failure to receive a trade confirmation shall not relieve Trader of the obligation to object as set out herein.
5.6.
E-Mail and Address Acknowledgment: Client acknowledges that it is Client's obligation to immediately notify Futures Galleria if there is a change in Client's electronic mail address, or other location to which the electronic records may be provided. Client acknowledges that it is Client's obligation to notify Futures Galleria if there is a change in the address or other location to which paper records may be provided, if necessary.
5.7.
Privacy Policy: Futures Galleria is committed to safeguarding the personal information that Client provides to us. Client can read the detailed description of Futures Galleria 's Privacy Policy located at the Futures Galleria website.
5.8.
Trader Representations and Warranties: Trader represents and warrants that: (a) Trader is of sound mind, legal age and legal competence; and, (b) No person other than Trader has or will have an interest in Trader's account(s); and, (c) Trader hereby warrants that regardless of any subsequent determination, to the contrary, Trader is suitable to trade instruments offered by Futures Galleria and is a sophisticated institution and / or market participant; and, (d) Trader is not knowing an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and / or firm registered on any exchange, or any bank, trust, or insurance company that trades the same instruments as those offered by Futures Galleria, and in the event that Trader becomes so employed, Trader will promptly notify Futures Galleria at its home office in writing of such employment; and, (e) All the information provided by the Trader, in the account opening and identification process on Futures Galleria 's website, is true, correct and complete as of the date hereof and Trader will notify Futures Galleria promptly of any changes in such information.
5.9.
Disclosure of Financial Information: The Trader represents and warrants that the financial information disclosed to Futures Galleria are an accurate representation of the Trader's current financial condition. The Trader represents and warrants that the Trader has very carefully considered the portion of the Trader's assets which the Trader considers to be Risk Capital. The Trader recognizes that Risk Capital is the amount of money the Trader is willing to put at risk and if lost would not, in any way, change the Trader's lifestyle. The Trader agrees to immediately inform Futures Galleria if the Trader's financial condition changes in such a way to reduce the Trader's Risk Capital.
5.10.
No Guarantees: Trader acknowledges that Trader has no separate agreement with Trader's broker or any Futures Galleria employee or agent regarding the trading in Trader's Futures Galleria account, including any agreement to guarantee profits or limit losses in Trader's account. Trader understands that Trader is under an obligation to notify Futures Galleria 's Compliance Officer immediately in writing as to any agreement of this type. Further, Trader understands that any representations made by anyone concerning Trader's account that differs from any statements Trader receives from Futures Galleria must be brought to the attention of Futures Galleria 's Compliance Officer immediately in writing. Trader understands that Trader must authorize every transaction prior to its execution, and any disputed transactions must be brought to the attention of Futures Galleria 's Compliance Officer pursuant to the notice requirements of this Agreement. Trader agrees to indemnify and hold Futures Galleria harmless to all damages or liability resulting from Trader's failure to immediately notify Futures Galleria 's Compliance Officer of any of the occurrences referred to herein. All notices required under this section shall be sent to Futures Galleria at its home office.
5.11.
No Waiver or Amendment: No provision of this Agreement may be waived or amended, unless the waiver or amendment is in writing and signed by both Trader and an authorized officer of Futures Galleria. No waiver or amendment of this Agreement may be implied from any course of dealing between the parties or from any failure by Futures Galleria or its agents to assert its rights under this Agreement on any occasion or series of occasions. No oral agreements or instructions to the contrary shall be recognized or enforceable. This instrument and the attachments hereto embody the entire agreement of the parties, superseding any prior written and oral agreements and there are no other terms, conditions or obligations other than those contained herein.
5.12.
Severability: If any provisions hereof are deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability or effectiveness of the remainder of the Agreement shall not be affected and this Agreement shall be enforceable without reference to the unenforceable provision.
5.13.
Governing Law and Jurisdiction: This Agreement, the rights and obligations of the parties hereto, and any judicial or administrative action or proceeding arising directly or indirectly hereunder or in connection with the transactions contemplated hereby, whether brought by Trader or Futures Galleria, shall be governed by, construed and enforced in all respects by the laws of the British Virgin Islands. British Virgin Islands is jurisdiction where Futures Galleria is incorporated.
5.14.
Binding Effect: This Agreement shall be continuous and shall cover, individually and collectively, all accounts of Trader at any time opened or reopened with Futures Galleria irrespective of any change or changes at any time in the personnel of Futures Galleria or its successors, assigns, or affiliates. This Agreement including all authorizations, shall inure to the benefit of Futures Galleria and its successors and assigns, whether by merger, consolidation or otherwise, and shall be binding upon Trader and / or the estate, executor, trustees, administrators, legal representatives, successors and assigns of Trader. Trader hereby ratifies all transactions with Futures Galleria affected prior to the date of this Agreement, and agrees that the rights and obligations of Trader in respect thereto shall be governed by the terms of this Agreement.
5.15.
Termination: This Agreement shall continue in effect until termination, and may be terminated by Trader at any time when Trader has no open position(s) and no liabilities held by or owed to Futures Galleria upon the actual receipt by Futures Galleria at its home office of written notice of termination, or at any time whatsoever by Futures Galleria upon the transmittal of written notice of termination to Trader; provided, that such termination shall not affect any transactions previously entered into and shall not relieve either party of any obligations set out in this agreement or shall it relieve Trader of any obligations arising out of any deficit balance.
5.16.
Indemnification: Trader agrees to indemnify and hold Futures Galleria, its affiliates, employees, consultants, agents, successors and assign harmless to and against any liabilities, losses, damages, costs and expenses, including attorney's fees, incurred by Futures Galleria arising out of Trader's failure to fully and timely perform Trader's agreements herein or should any of the representations and warranties fail to be true and correct. Trader also agrees to pay promptly to Futures Galleria all damages, costs and expenses, including attorney's fees, incurred by Futures Galleria in the enforcement of any of the provisions of this Agreement and any other agreements between Futures Galleria and Trader.
5.17.
Terms and Headings: The term " Futures Galleria " shall be deemed to include Futures Galleria, its divisions, its successors and assigns; the term "home office" is the office of Futures Galleria, accessible through Futures Galleria 's website located at http://www.futuresgalleria.com/ address, and through contact forms on Futures Galleria's website, and through the mailing address specified on Futures Galleria's website; the term "Trader" shall mean the party executing the Agreement; and the term "Agreement" shall include all other agreements and authorizations executed by Trader in connection with the maintenance of Trader's account with Futures Galleria regardless of when executed. The paragraph and segment headings in this Agreement are inserted for convenience of reference only and are not deemed to limit the applicability or affect the meaning of any of its provisions.
5.18.
Acceptance: This Agreement shall not be deemed to be accepted by Futures Galleria nor become a binding contract between Trader and Futures Galleria until approved by Futures Galleria home office.
5.19.
Consent to Jurisdiction and Venue: In order to induce Futures Galleria to accept this Agreement, and for other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, Trader hereby agrees to the following: (a) Any judicial or administrative action or proceeding arising directly or indirectly hereunder or in connection with the transactions contemplated hereby, whether brought by Trader or Futures Galleria, shall be held, within geographical location Futures Galleria chooses, in its sole discretion. Trader consents and submits to, and waives any objections Trader may have to such a venue, and further agrees to waive and forego any right Trader may have to transfer or change the venue of any action or proceeding encompassed hereby; and, (b) Trader consents and submits to the jurisdiction of any local, state, federal or international court located within the geographical location Futures Galleria chooses, in its sole discretion, in any action or proceeding arising directly or indirectly hereunder or in connection with the transaction hereby, whether brought by Trader or Futures Galleria.
5.20.
Recordings: Trader agrees and acknowledges that all communications and conversations regarding Trader's account(s) between Trader and Futures Galleria personnel may be electronically recorded with or without the use of an automatic tone-warning device. Trader further agrees to the use of such recordings and transcripts thereof as evidence by either party in connection with any dispute or proceeding that may arise involving Trader or Futures Galleria. Trader understands that Futures Galleria destroys such recordings at regular intervals in accordance with Futures Galleria's established business procedures and Trader hereby consents to such destruction.
5.21.
Modifications to the Agreement: Futures Galleria reserves the right to change and / or modify any terms of this Agreement from time to time, and at any time, with or without notice to Trader, by posting such changes on the Futures Galleria 's website. Trader is responsible for regularly reviewing these terms and conditions for any modifications and agrees to be bound by the same.