EFTA01380440.pdf

(.) as a result of your reliance upon any instructor's. notices and 15 ANY DISPUTE ARISING CUT OF, RELATING TO OR N CONNECTION communications that you believe to be of an indvidual authorized lo eel on WITH OUR ACCOUNT. ANY TRANSACTION BETWEEN US OR THIS our behalf, (y) as a result of any delay in the performance a naverlamance of AGREEMENT SHALL BE D ETERMINED BY ARBITRATION WE AND YOU any of your obligate:cis hereunder directly a indreaty caused by I he AGREE TO ABIDE BY THE FOLLOWING (i) ARBITRATION IS FINAL AND occurrence of any contingency beyond your control. induct:lg. but not BINDING, (ir) THE PARTES ARE WAIVING THEIR RIGHT TO SEEK linked to, the unschecbled cbsure of an exchange. delays on the REMEDIES IN COURT. INCLUDING THE RIGHT TO A JURY TRIAL (1 ) PRE- Transmission or communication of orders due to Systems Failures a failures of ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED TWIN AND Iransrmssens or communication facilites, execulon andfix tracing systems. DIFFERENT FROM COURT PROCEEDINGS; (iv) THE ARBITRATORS' Including Aulanated Systems a other systems. government resInclions, market AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL movements, suspensions of trading, wars or stnkes, d being understood that REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK you shell be excused from performance of its obligations hereunder for such ACCIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED; AND period of time as is reasonably necessary after such owsrence to remedy the (v) TFE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A effects therefrom, (v) as a resist' of any action taken by you or an your behalf, or MINORITY OF ARBITRATORS WHO WERE CR ARE AFFILIATED WITH THE your failure lo act, if such action or inacten is necessary to comply will any SECURITIES INDUSTRY ride a with applicable We; (88 as a result of your selectee, use monitoring a operation of any Automated System, your failure to inbrm us of any System Faeure ANY ARBITRATION SHALL BE CONDUCTED NI NEW YORK AND ONLY a in hiking action to prevenl a °affect any such System Failure, or your failure to BEFORE A SELF-REGULATORY ORGANIZATION (SRO) CF WHICH YOU inbrm us of (a) any deceion to use, not use or cease using any Aubmaled System. ARE A MEMBER. WE HAVE TIE RIGHT TO ELECT THE SRO, BUT F WE FAL (b) the characteristics. functions, dasgn or purpose of any Automated System, a (c) TO MAKE 5101 ELECTION BY CERTFED LETTER ADDRESSED TO YOU AT any specific risks inherent in any Automated System, or (ye) for any acts a YOUR MAIN OFFICE BEFORE THE EXPRATION OF TEN DAYS AFTER RECEIPT omissions of those neither employed nor supewrsed by you You shall not be OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION TEEN YOU responsble for any loss liability, Carnage. cost or expense except to the extent MAY MAKE SUCH ELECTION NOTHING IN THIS AGREEMENT SHALL BE that such loss. lobby. damage, oast or expense arises from your gross CONSTRUED AS CONSENT BY YOU TO AN AWARD OF PUNITIVE DAMAGES. neglgence or willful msoanducl THE AWARD OF TIE ARBITRATORS. OR TEE MAJORITY OF TEEM, SHALL BE FINAL AND JUDGMENT !YON THE AWARD RENDERED MAY BE ENTERED IN 13 Whenever any law a regulation is adopted which affects a is inconsistent ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. with any pronsion hereof, such provision shall be deemed modfed or aperseded, as he case may be, by such taw or regulation, and such provisions as so modified a NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO sucerseded aid all other pro yews hereof shall ri all respects continue in ful ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION force and effect Al other agreements existing betereen us or hereafter made AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A which. by tee protean. apply to any of our tarractean and account(s) with you. PUTATIVE CLASS ACTION. WHO IS A MEMBER OF A PUTATIVE CLASS shall be applicable to any of our options transactons and acmunts) where they are WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY not n conflict with this Agreement. Should such a conflict fuel it shall be resolved CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTL TIE in favor o f this Agreement Othentase, the acnnsions of each agreement shall be CLASS CERTIFICATION IS DENIED, (ii) THE CLASS IS DECERTFIED. OR (s) applicable THE CUSTOMERS EXCLUDED FROM THE CLASS BY THE COURT. 14 This Agreement and rts enforcement shall be governed by the laws of the SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE Stale of New York, without respect to contlicls of laws principles, and its provisions SHALLNOTCONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS shall be continuous. shall cover all options transactons hereunder. arid al AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN accounts which we may open with you, shall inure to your benefit and the benefit of your successors and assigns, and shah be bndng dzon us and our successors NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION and assigns, but no assignment shal release us torn any of our oblgabons CLAUSE IN PARAGRAPH IS. hereunder The exclusive venue for commencing 'negation relating to the Agreement shal be New York, New York Written notice of revocaton of the Agreement shal not FOR PURPOSES HEREOF, "YOU' AND 'YOUR" INCLUDES DEUTSCHE BANK release either of us tom any obligations hereunder arising prior to the actual receipt SECURITIES INC. (DBSI) AND ANY AFFILIATES, INCLUDING DEUTSCHE BANK of such notice by the other AG. LONDON BRANCH AND NEW YORK BRANCH. THAT ASSIST DBSI IN FULFILLING ITS OBLIGATIONS AND RESPONSIBILITIES HEREUNDER. AGREED AND ACCEPTED: Client WSW fella Cr SO CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0078868 CONFIDENTIAL SDNY_GM_00225052 EFTA01380440