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Musaffa Trading Customer Agreement
INTRODUCTION
This Musaffa Trading Customer Agreement ("Agreement") sets out the terms and conditions pursuant to which Musaffa LLC ("Musaffa," "we," "us," or "our"), together with its agent and service providers, provides you ("Customer", "you", or "your" (or similar)) with access to the Musaffa halal trading platform. Musaffa is not a broker-dealer, and has entered into a clearing agreement with Alpaca Securities LLC ("Custodian"), a member of FINRA and Securities Investor Protection Corporation (SIPC).
Musaffa ( CRD#338525 / SEC#:801-134527 ) is a Registered Investment Advisor ("RIA") with the U.S. Securities and Exchange Commission ("SEC"). Such registration should in no way imply that the SEC has endorsed entities, products, or services discussed herein. Musaffa does not provide, solicit, or execute any securities transactions. Registration as an RIA does not imply a certain level of skill or training.
Musaffa provides Customers with the ability to buy and sell stocks and securities (the "Service") made available via the Musaffa mobile application and website, and all associated tools, features, functionality, services, and content (collectively "Platform").
BY AGREEING TO THIS AGREEMENT AND OPENING OR USING AN ACCOUNT, YOU EXPRESSLY AGREE TO THIS AGREEMENT AND ANY OTHER AGREEMENTS OR TERMS RELATED TO IT AND ACKNOWLEDGE THAT YOU HAVE REVIEWED AND UNDERSTOOD THE RISKS OUTLINED IN THESE TRADING TERMS. CLICKING OR TAPPING "SUBMIT APPLICATION", "AGREE" OR ANY SIMILAR BUTTON OR ACKNOWLEDGEMENT AS PART OF THE APPLICATION PROCESS, IS LEGALLY EQUIVALENT TO MANUALLY SIGNING THIS AGREEMENT, AND YOU WILL BE LEGALLY BOUND BY THIS AGREEMENT WHEN YOU CLICK OR TAP SUCH BUTTON.
THIS AGREEMENT AND ITS TERMS AND CONDITIONS MAY BE SUPPLEMENTED OR AMENDED FROM TIME TO TIME BY NOTICE TO YOU OR POSTED ON THE WEBSITE, AND YOU AGREE TO CHECK FOR UPDATES TO THESE TRADING TERMS. BY CONTINUING TO MAINTAIN ANY ACCOUNT OR ACCESS ANY SERVICES WITHOUT OBJECTING TO ANY REVISED TERMS OF THIS AGREEMENT, YOU ARE DEEMED TO ACCEPT THE TERMS OF THE REVISED AGREEMENT AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.
ADDITIONAL TERMS AND CONDITIONS, POLICIES, AGREEMENTS, AND/OR DISCLOSURES MAY BE PRESCRIBED BY US AND SHALL BE CONSIDERED AN INTEGRAL PART OF THESE TERMS AND ARE INCORPORATED INTO THESE TERMS BY REFERENCE ("ADDITIONAL TERMS"). BY USING THE SERVICES OR MAINTAINING AN ACCOUNT, YOU AGREE TO BE LEGALLY BOUND BY SUCH ADDITIONAL TERMS. SEE ADDITIONAL TERMS AT DISCLOSURE LIBRARY.
TRADING FINANCIAL INSTRUMENTS CARRIES INHERENT RISKS. THE VALUE OF YOUR INVESTMENTS MAY INCREASE OR DECREASE, AND YOU MAY RECEIVE LESS THAN YOUR INITIAL INVESTMENT, OR IN CERTAIN CIRCUMSTANCES, YOU MAY LOSE YOUR ENTIRE INVESTMENT. PAST PERFORMANCE OF ANY INSTRUMENT, STRATEGY, OR EDUCATIONAL CONTENT PROVIDED THROUGH THE SERVICE DOES NOT GUARANTEE FUTURE RESULTS. IF YOU HAVE ANY QUESTIONS OR ARE UNCERTAIN ABOUT THE CONTENTS OF THESE TERMS AND CONDITIONS OR THE RISKS INVOLVED, YOU SHOULD SEEK PROFESSIONAL ADVICE BEFORE PROCEEDING.
This Agreement applies to all Customers and prospective customers, partners, agents, visitors, and all others who access or use the Service.
Musaffa Trading Account
What is my Trading Account?
Your trading account ("Trading Account") is a brokerage account opened and maintained in your name with the Custodian, a registered broker-dealer and member of FINRA/SIPC. You are entering into a direct contractual relationship with the Custodian for the provision of brokerage and clearing services. By opening a Trading Account, you enter into a direct contractual relationship with the Custodian, which provides all brokerage, clearing, and custody services in connection with your Account. MUSAFFA IS NOT A BROKER-DEALER AND DOES NOT HOLD CUSTOMER FUNDS OR SECURITIES. Instead, Musaffa provides you with technology and services that allow you to submit trading instructions to the Custodian via the Platform.
How do I open a Trading Account?
When you apply to open a Trading Account, you must submit an application through the Platform.
By completing the account application process, you agree to:
- Provide accurate personal, financial, and identification information as required by law (including "Know Your Customer" and anti-money laundering checks).
- Review and accept this Agreement, along with the Custodian's Customer Agreement and disclosures, which govern the opening and maintenance of your Trading Account.
- Authorize Musaffa to share your information with the Custodian for the purpose of account opening, servicing, and compliance.
For more information on how we collect, use, and protect your personal information, please review our Privacy Notice.
Once your application is approved by Musaffa, you will be able to access and manage your Trading Account via the Platform. Musaffa provides you with access to technology and services that allow you to place trade instructions ("Orders") in financial instruments made available on our Platform.
What are the eligibility criteria?
To open and maintain a Trading Account, you must be at least 18 years old (or the age of majority in your place of residence), be legally permitted to enter into this Agreement, and comply with all applicable laws and regulations, including U.S. federal and state securities laws and the rules of relevant regulatory bodies. You must also provide accurate and complete information during the application process, keep that information up to date, and meet any additional requirements that Musaffa or the Custodian may establish from time to time.
We reserve the right, at our sole discretion, to limit the availability of the Services to any person, geographic area, or jurisdiction at any time. We make no representation that the Services are suitable or legally permitted for use in locations where access to the Services may be restricted or prohibited. If you access the Services from such locations, you do so at your own risk and are solely responsible for complying with all applicable local laws.
Identity Verification and Compliance
To comply with "Know Your Customer" (KYC) and anti-money laundering (AML) requirements, we and the Custodian, and our authorized third-party identity-verification providers may request identification documents, financial information, and other data to verify your identity. If your identity cannot be verified, your Trading Account may not be opened or may be restricted. When you open a Trading Account, and at any time thereafter, we may request information such as your name, date of birth, residential address, Social Security Number (SSN), citizenship, telephone number, and other identifying data. We may also require copies of government-issued identification (e.g., driver's license, passport). You must promptly notify us of any changes to your personal information.
You authorize us, the Custodian, and our third-party vendors to verify the information you provide. This may include contacting relevant sources, reviewing credit or identity databases, and using other lawful data sources. Your Trading Account access may be limited while verification is pending.
We apply verification measures and due diligence proportionate to the assessed risk level based on industry standards. Customers classified as medium- or high-risk based on the factors under our risk assessment framework which considers geographic, customer profile, product and service, transaction and behavioral factors, may be subject to enhanced identity verification, transaction monitoring, or account restrictions, and failure to meet verification requirements may result in limitations or closure of the Trading Account.
We comply with U.S. sanctions administered by the Office of Foreign Assets Control ("OFAC"). By opening a Trading Account, you represent that you are not an OFAC-designated person, are not otherwise subject to sanctions, and are not acting on behalf of any sanctioned individual or entity. We may restrict or close your Trading Account, or cancel pending orders, if we believe you are accessing our services from a sanctioned or restricted jurisdiction. You agree to notify us and close your Trading Account before establishing residency in any such jurisdiction.
You further confirm that you are not a Politically Exposed Person ("PEP") unless disclosed to us. If you become a PEP after opening an Account, you must inform us immediately and comply with any enhanced due-diligence requirements. A PEP includes individuals, their immediate family members, or close associates who hold or have held prominent public positions in a non-U.S. government, major political party, or state-owned entity.
Important Notice
To help the government fight terrorism financing and money laundering, federal law requires us to obtain, verify, and record information that identifies each person who opens an account. When you apply for Trading Account, we will collect identifying information and may request government-issued documents. From time to time, we may also require you to reconfirm your identity or provide additional documentation.
Account Security
To set up and access your Trading Account, you will be required to create, or may be provided with, security credentials such as an account username and password. You are solely responsible for safeguarding your Trading Account, including protecting your login details and any device you use to access the Platform (such as your phone, tablet, or computer) (each, a "Device").
You must take reasonable steps to prevent the loss, theft, or misuse of your Devices or account information. This includes using security features such as passcodes, biometric login (e.g., fingerprint or face recognition), and keeping your credentials confidential at all times. Any compromise of your Device, email account, username, password, or other security details could result in unauthorized access to your Trading Account by third parties.
You agree to notify Musaffa at support@musaffa.com without delay, and in any event within 24 hours, if you become aware of:
- any loss, theft, or unauthorized use of your Trading Account, username, password, or Device;
- any failure to receive expected account communications such as trade confirmations or statements;
- any account communications you do not recognize (e.g., trade confirmations for orders you did not place);
- any errors or inaccuracies in your orders, account balances, transactions, deposits, withdrawals, or securities positions;
- any security alerts regarding your Trading Account that you do not recognize; or
- any other unauthorized activity or access involving your Trading Account (each a "Suspicious Activity").
You agree to indemnify and hold harmless Musaffa, the Custodian, and the respective partners, affiliates, officers, directors, and employees from any losses that arise from or relate to a Suspicious Activity.
Support Requests
At your request, Musaffa may provide functional or operational support in using the Platform (a "Support Request"). Any support provided is limited to general assistance and data entry or correction and shall not constitute investment, tax, or legal advice, or a recommendation of any kind.
Customer Representations and Responsibilities
General Customer Responsibilities
As a customer, you are solely responsible for the investment decisions you make and for any orders placed through your Account. Musaffa does not provide investment, tax, legal, or financial advice. All trading on the Platform is self-directed. You are also responsible for ensuring that all information associated with your Account is accurate, complete, and kept up to date.
Information Accuracy
You represent and warrant that any information you provide to Musaffa or the Custodian in connection with your Account or related services is true, complete, and accurate. You acknowledge that knowingly providing false information for the purpose of obtaining credit or services may constitute a criminal offense. You agree to promptly notify Musaffa in writing within ten (10) days if any previously submitted information changes. All information and documents you provide in connection with your Account shall be deemed the property of Musaffa.
You further represent and warrant that:
- you are at least 18 years of age (or of legal age under the laws of your jurisdiction of residence); you have full legal authority to enter into this Agreement;
- you are the sole owner of the Account and no other person has any interest in it;
- you are a "Non-Professional" (as defined in the Market Data Addendum) and will use the Account solely for personal, non-commercial purposes;
- All assets ("Property") held in your Account are freely tradable and not subject to contractual, legal, or regulatory restrictions.
Except as otherwise disclosed in writing to Musaffa, neither you nor any member of your immediate family is:
- an officer, director, or 10% stockholder of any publicly traded company;
- an employee of any exchange, a corporation in which an exchange owns a majority of the capital stock, a member of any exchange or self-regulatory organization, a member of a firm or member corporation registered on any exchange, or engaged in the business of dealing as a broker-dealer or as principal in securities;
- employed by a bank, trust company, insurance company, or any firm or individual engaged in the securities business.
You agree to promptly notify Musaffa in writing within 10 (ten) business days, if any information that you described above changes.
No Advice
You understand and agree that Musaffa does not provide investment, legal, tax, financial, or accounting advice. You are encouraged to seek independent advice from qualified professionals.
Risks
You acknowledge and understand that all investments involve risk, including the possibility that losses may exceed your principal investment. The past performance of any security, industry, sector, market, or financial product does not guarantee future results or returns. You are solely responsible for all investment decisions associated with your Account, including any risks arising from the purchase or sale of securities, which expressly includes the risk of loss.
You further acknowledge and agree to the risk disclosures, which is available or referenced on in the Disclosure Library from time to time. The Disclosure Library refers to the disclosure library accessible on the Platform (currently at musaffa.com/legal) and Custodian's Documents Library, as it may be supplemented or updated periodically. As of the date of this Agreement, Risk Disclosures include, without limitation: Risks of Automated Trading; Conditional Orders Disclosure;Use and Risk Disclosures;FINRA – Day Trading Risk Disclosure;FINRA – ETF Risk Disclosure; Extended Hours & Overnight Trading Risk Disclosure;
Discontinuation of Services
Musaffa may, at its sole discretion, suspend, deactivate, or close your Trading Account or related services by providing written notice, acting in good faith and with reasonable judgment. Inappropriate conduct, including abusive language, threats, or harassment directed at Musaffa, the Custodian, or affiliates, may result in immediate discontinuation of your Trading Account. Upon closure, Musaffa may liquidate Trading Account property, apply proceeds to satisfy any outstanding obligations, and return any remaining balance to you, providing notice where practicable. Musaffa shall not be liable for any losses, including tax consequences, resulting from the closure or liquidation of your Trading Account.
Personal Use Only
You agree to use the Platform solely for personal, non-business, and non-commercial purposes.
Promotional Programs
Musaffa may, from time to time, conduct promotional incentives, referral programs, or other marketing campaigns (the "Promotional Programs").
By participating in any promotional program offered by Musaffa, you agree to be bound by its terms and conditions, including any eligibility restrictions or reward limitations.
Software Requirements
To maintain access to your Account, you may be required to download and install the Musaffa mobile application on your access device. You are responsible for keeping the software current by installing updates released from time to time. Failure to do so may result in outdated or inaccurate information and may impair your ability to access your Account. Musaffa is not responsible for losses arising from your use of outdated or unsupported software.
Service Availability
General Availability
While we make reasonable efforts to ensure the Service is maintained, we cannot guarantee that it will be available at all times. We do not warrant or guarantee that:
- the Service will operate without interruption, be secure, or be accessible at any specific time or location, or that the results obtained from using the Service will be accurate or reliable;
- any errors, defects, or issues will be detected or corrected;
- the Service is free from viruses, malware, or other harmful components; or
- the outcomes of using the Service will satisfy your specific requirements or expectations.
Use of the Service at Your Own Risk
We reserve the right, at our sole discretion and without any obligation, to modify, enhance, discontinue, or correct any errors or omissions in any part of the Service at any time.
All data, content, and technology are provided through the Service is an "As Is," "As Available," and "As Accessible" basis. You acknowledge and agree that you are using the Platform entirely at your own risk. Musaffa makes no express or implied warranties regarding the Service, including, without limitation, warranties of performance, accuracy, accessibility, completeness, timeliness, adequacy, merchantability, non-infringement, or fitness for a particular purpose. Neither Musaffa nor any third-party providers engaged to provide data or technology services shall be liable for any inaccuracies, errors, omissions, data loss, interruptions, delays, or failures of performance, whether caused in whole or in part by negligence, omission, or your use of the Service.
By using the Service, you acknowledge and agree that we are not responsible for any losses resulting from your use and accept the following risks:
- Internet or wireless access may be delayed, interrupted, or unavailable;
- Data transmitted over the internet or wireless networks may be intercepted by unauthorized parties;
- Failure to secure your device or protect your account may result in unauthorized access;
- The accuracy, timeliness, security, reliability, or completeness of data transmitted over networks cannot be guaranteed; and
- Response times may be delayed due to market volatility, high volume, or system capacity limitations.
Orders and Trading
Placing an Order
You may place buy or sell orders for securities available through the Platform. All Orders submitted through the Platform are routed to and executed by the Custodian or its designated execution venues. Musaffa does not execute or clear trades. For detailed information about the market orders, trading hours, execution procedures and other applicable trading terms, you acknowledge and agree that you reviewed and understood the Custodian's agreements, disclosures and related documentation.
Order Risks and Limitations
All trading involves risk. In particular, you understand and agree that:
- Market conditions may cause delays, partial fills, or non-execution of your orders.
- Prices may be significantly higher or lower than anticipated when a market order is executed.
- Limit orders are not guaranteed to be executed if there is insufficient trading activity at or better than your specified price.
- Execution venues may implement risk controls that result in your orders being delayed, modified, or canceled.
Responsibility for Orders
You acknowledge and agree that you are solely responsible for all orders submitted electronically and for any use of data, information, or services accessed through your Trading Account. We are not obligated to verify the authority, legitimacy, or appropriateness of any instructions received from you or through your Trading Account. Accordingly, we will not be held liable for any losses or damages you may sustain, including claims, actions, expenses, legal fees, or other costs, arising from instructions that reasonably appear to be authentic.
You accept full responsibility for continuously monitoring your account activity. You further acknowledge that we, Custodian, any applicable regulatory authority, or our respective directors and employees, reserve the right to cancel or close out any executed transaction that, in our reasonable judgment.
If a transaction is determined to have been executed based on a manifest error, we, Custodian, or our clearing agent may, acting reasonably and in good faith:
- declare the transaction void as if it had never occurred;
- close the transaction or any related open position; or
- amend the transaction so that its terms reflect what they would have been had the manifest error not occurred.
For purposes of this Agreement, a "manifest error" refers to any mistake, omission, or misquote whether caused by us or by Custodian that is materially and obviously incorrect when compared to prevailing market conditions and available market data at the relevant time. This may include, but is not limited to, errors relating to price, date, time, or the accuracy or clarity of any information, source, official result, or announcement (including those occurring during trading halts or similar market disruptions).
Limitations on Trading, Deposits, Withdrawals, and Use of Services
Musaffa, in coordination with the Custodian, may at any time, in its sole discretion and without prior notice to you: (i) limit, restrict, or suspend your access to the Platform or related services; (ii) restrict your ability to place Orders, deposit or withdraw funds, or otherwise transact in your Trading Account; or (iii) close or terminate your Trading Account. The closing of your Trading Account will not affect any rights or obligations of either party that arose prior to the date of closure.
Your Trading Account may be subject to restrictions or limitations, including but not limited to, situations where there is a reasonable suspicion of fraud, unauthorized activity, diminished capacity, regulatory or legal obligations, or where ownership of assets in your Trading Account is in dispute.
You acknowledge and agree that neither Musaffa nor the Custodian shall be liable for any loss, cost, or expense you may incur as a result of any suspension, restriction, or refusal to permit a deposit, withdrawal, or transaction.
In the event of a breach or default by you under this Agreement, Musaffa reserves all rights and remedies available under applicable law and this Agreement, in addition to any other actions deemed necessary to protect the integrity of the Platform or compliance with regulatory requirements.
Fees and Commissions
Applicable Fees
Musaffa does not charge commissions for standard trades executed through the Platform. However, you may be subject to other costs, including but not limited to: (i) Custodian or settlement fees; (ii) Regulatory or exchange fees; (iii) third-party service charges (such as payment providers or banking institutions).
A current schedule of applicable fees is maintained on the Platform. See full details at Fee Schedule. You agree to pay any such fees at the prevailing rates. Musaffa may, in its discretion, vary fees for certain customers or accounts in connection with special offers, account balance thresholds, or promotional programs.
You are also responsible for all applicable federal, state, local, or foreign taxes, and for any costs incurred by Musaffa in connection with collecting unpaid amounts owed by you, including reasonable legal fees where permitted.
Changes to Fees
We may update or change the fee schedule from time to time. Any changes will be posted on the Platform and will become effective once published. See full details at Fee Schedule. Your continued use of the Platform after such posting constitutes acceptance of the updated fees.
Payment of Fees
You authorize Musaffa and/or the Custodian to automatically deduct from your Trading Account any fees, charges, or taxes owed in connection with your Trading Account or your use of the Platform.
Deposits
General; Holds
Funds deposited into your Trading Account may be subject to hold periods before they become available for trading, withdrawals, or settlement of transactions. Musaffa may impose or adjust such hold periods at its discretion to allow for verification of the deposit, the funding source, or the sender. During any applicable hold period, deposited funds will remain in your Trading Account but may not be accessible for use.
Delays and Risk Review
Musaffa reserves the right to delay or restrict the availability of deposited funds beyond standard hold periods if additional review is required, including in cases of suspected fraud, unusual activity, errors, or legal or regulatory concerns.
Mistaken or Erroneous Deposits
If funds are credited to your Trading Account in error, or otherwise deposited by mistake, you agree that Musaffa may reverse such transactions, adjust your balance, and recover any related amounts without prior notice. You further agree not to withdraw or use funds that do not rightfully belong to you. If you become aware of any mistaken or erroneous deposit, you must promptly notify Musaffa at support@musaffa.com.
Returned or Failed Transfers
If a deposit or transfer to your Trading Account is returned, reversed, or rejected for any reason (including insufficient funds, closed accounts, or authorization errors), you remain responsible for the amount of the failed transfer, as well as any associated fees or charges. Musaffa reserves the right to debit such amounts directly from your Trading Account.
Deposit Methods
Deposits may be made only through methods supported by Musaffa and the Custodian (e.g., ACH, wire transfer, or other approved methods). Musaffa may impose limits on deposit amounts or frequency, and certain deposit methods may carry additional fees or restrictions.
Tax
As part of our onboarding process, you are required to complete the U.S. Internal Revenue Service (IRS) Form W-8BEN, titled "Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals). "
You may be requested from time to time to review and update your W-8BEN form. Failure to provide or update this form when requested may result in certain restrictions on your Trading Account, including, but not limited to, limitations on your ability to execute transactions.
You are solely responsible for managing your own tax affairs and ensuring ongoing compliance with all applicable tax laws and regulations in your jurisdiction. You confirm that you remain in full compliance with such tax obligations at all times. We assume no liability for any direct, indirect, special, or consequential losses, or otherwise, arising from your failure to meet your tax responsibilities.
You authorize Custodian to report any dividends paid or sales proceeds in your Trading Account to the IRS in accordance with Applicable Law.
The Service we provide do not constitute, and is not intended to constitute, investment, trading, legal, or tax advice. You should consult a qualified professional or tax advisor for guidance specific to your personal circumstances.
Market Data
As part of your use of the Platform, Musaffa may provide or make available certain content, information, or data relating to securities and the securities markets, including but not limited to last sale transaction data, bid and ask quotations, fundamental information, and other related data (collectively, "Market Data"). Such Market Data may be obtained from securities exchanges, market centers, third-party vendors, or other authorized distributors (collectively, "Third-Party Providers").
Access to Market Data is subject to the terms of this Agreement and the applicable exchange Exhibits as set forth below:
- U.S. Customers (Professional & Non-Professional) – Exhibits B, C apply.
- Non-U.S. Customers (Professional & Non-Professional) – Exhibit B applies.
Market Data is provided solely for your personal, non-commercial use. You are not granted any rights in or to the Market Data except as expressly permitted under this Agreement or the applicable exchange Exhibits. You represent and warrant that you qualify as a Non-Professional User unless you have been determined to meet the criteria of a Professional User.
Should we, or our Third-Party Providers, determine based on the information provided and/or publicly available sources such as company websites, email addresses and domains, LinkedIn, regulatory or company registries, or payment methods that you meet the criteria for Professional status at any point during or after subscribing to Musaffa or market data from Third-Party Providers, you will be liable for the difference between Non-Professional and Professional subscription rates for both Musaffa and relevant market data. This liability applies retroactively from the date you initiated your subscription. Musaffa reserves the right to automatically invoice and charge your on-file payment method for any such difference.
Disclaimers
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
ALTHOUGH MUSAFFA STRIVES THE SERVICE AND THE CONTENT TO BE REASONABLY HELPFUL, USEFUL, RELIABLE, AND CURRENT, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MUSAFFA NOR ANY PERSON ASSOCIATED WITH MUSAFFA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER MUSAFFA NOR ANYONE ASSOCIATED WITH MUSAFFA REPRESENTS OR WARRANTS THAT THE SERVICE AND THE CONTENT, OR ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.
TO THE FULLEST EXTENT PROVIDED BY LAW, MUSAFFA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Third-Party Content
NEITHER MUSAFFA NOR THE THIRD-PARTY PROVIDERS EXPLICITLY OR IMPLICITLY ENDORSE, APPROVE, GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY THIRD-PARTY CONTENT. THIRD PARTY CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT OR THE SERVICE IS NOT INTENDED TO PROVIDE FINANCIAL, LEGAL, TAX OR INVESTMENT ADVICE OR RECOMMENDATIONS. NO CONTENT ON THE SERVICE CONSTITUTES - OR SHOULD BE UNDERSTOOD AS CONSTITUTING – A SOLICITATION, OFFER, OPINION, RECOMMENDATION TO ENTER IN ANY SECURITIES TRANSACTIONS, OR SERVICES REGARDING THE PROFITABILITY OR SUITABILITY OF ANY SECURITY OR INVESTMENT, OR TO ENGAGE IN ANY OF THE INVESTMENT STRATEGIES PRESENTED IN OUR SERVICE OR THE CONTENT. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT STRATEGY, RELATED TRANSACTION, SECURITIES SCREENING SUGGESTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. YOU SHOULD CONSULT YOUR LEGAL, TAX PROFESSIONAL REGARDING YOUR SPECIFIC SITUATION.
Warranties
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
ALTHOUGH MUSAFFA STRIVES THE SERVICE AND THE CONTENT TO BE REASONABLY HELPFUL, USEFUL, RELIABLE, AND CURRENT, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MUSAFFA NOR ANY PERSON ASSOCIATED WITH MUSAFFA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER MUSAFFA NOR ANYONE ASSOCIATED WITH MUSAFFA REPRESENTS OR WARRANTS THAT THE SERVICE AND THE CONTENT, OR ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
Limitation of Liability
WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, AND/OR (7) ANY LOSSES ARISING FROM EVENTS OUTSIDE MUSAFFA'S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO: MARKET SUSPENSIONS OR TRADING RESTRICTIONS, EXCHANGE RULINGS, FORCE MAJEURE EVENTS, NATURAL DISASTERS, WAR, TERRORISM, OR CIVIL UNREST, SYSTEM FAILURES, POWER OUTAGES, NETWORK FAILURES, UNAUTHORIZED ACCESS OR CYBERSECURITY BREACHES ORIGINATING FROM THIRD PARTIES.
TO THE FULLEST EXTENT PROVIDED BY LAW, MUSAFFA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL MUSAFFA, ITS PARENT, AFFILIATES, SUBSIDIARIES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE AND THE CONTENT, AND ANY SERVICES, PRODUCTS, MEDIA OR ITEMS OBTAINED THROUGH THE SERVICE, ANY THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATION, THIRD-PARTY CONTENT, LINKED TO IT OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF FORESEEABLE.
NO DAMAGES OTHER THAN COMPENSATORY DAMAGES, STRICTLY LIMITED TO THE AMOUNT OF THE SERVICE FEE OR OTHER VALUE PAID BY YOU IN RELATION TO SERVICE PROVIDED TO YOU, WHERE FAULT LIES SOLELY WITH MUSAFFA, SHALL BE INCURRED BY MUSAFFA.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Musaffa, its parents, subsidiaries, affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, representatives, licensors, distributors, suppliers, successors, and assigns from and against any and all claims, demands, actions, causes of action, suits, proceedings, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your access and/or use of the Service, the Platform and the Content, and any services, products, media or items obtained through the Service; or any act, error, or omission of your use of your Trading Account or any user of your Trading Account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; violation of this Agreement and its Additional Terms, any use of the Service, Platform and the Content, its services, and products other than as expressly authorized in this Agreement or Additional Terms; or your use of any information obtained from the Service; any overt harmful act toward any other user of the Service with whom you connected via the Service; or violation of any applicable law.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Data Sharing and Privacy
Data Sharing and Privacy
You acknowledge and agree that any disclosure of your non-public personal information will be handled in accordance with this Agreement and the Privacy Notice, as applicable. Your consent to the sharing of certain categories of non-public personal information will remain effective until you update your preferences or withdraw such consent in writing.
You further understand and agree that Musaffa may disclose information relating to your Trading Account and associated activities to third parties under the following circumstances: (i) as necessary to process or complete payments, transfers, or other transactions you request; (ii) to investigate complaints, inquiries, disputed transactions, or suspected fraud, money laundering, or other misuse connected with your Trading Account; (iii) to respond to requests from credit bureaus, service providers, or counterparties, where reasonably necessary to process your transactions or in the ordinary course of servicing accounts; (iv) as required by applicable law, regulation, legal process, or governmental request; or (v) with your consent, or as otherwise permitted under the Privacy Notice.
Record Monitoring
By providing your contact details, applying for or maintaining Trading Account, or using the Platform, you authorize Musaffa and its authorized third-party service providers (including but not limited to, if applicable, debt collection agencies) to contact you by:
- mail, email, or telephone using the information you provide;
- text messaging, in-app messaging, chat, voice, or similar communication functions available on the Platform;
- other electronic means; or
- other reasonable methods permitted by law.
If you provide a telephone number to Musaffa:
- you represent and warrant that the number is yours and will promptly notify Musaffa if it changes; and
- you consent to receive calls or text messages at any time, including automated or prerecorded messages, for purposes such as account-related communications (including security alerts), service updates, fraud prevention, or collections.
Musaffa may share your phone number with service providers engaged in connection with these purposes. Standard messaging, data, or calling charges from your carrier may apply.
Opt-out
You may opt out of receiving promotional or marketing calls or messages at any time by notifying Musaffa as described in the Privacy Notice. Please note that even if you opt out, Musaffa may still contact you for service-related, security, or other legally permissible purposes.
Termination
Can my account be restricted or closed?
Yes. Musaffa or the Custodian may, at their sole discretion, suspend, restrict, deactivate, or close your Trading Account at any time, with or without prior notice, including but not limited to situations where: (i) you violate this Agreement or any applicable law or regulation; (ii) you provide false, misleading, or incomplete information; (iii) there are concerns related to compliance, fraud, unauthorized activity, or risk management; or (iv) required by regulatory or legal obligations.
Your obligations upon termination
If your Trading Account is restricted, suspended, deactivated, or closed, you remain fully responsible for any outstanding obligations, liabilities, and costs associated with your Trading Account, whether arising before or after termination. This Agreement shall continue to apply to the extent necessary to resolve any such obligations.
Your right to terminate
You may terminate this Agreement at any time by providing written notice, provided that all outstanding obligations, liabilities, and costs under your Trading Account have been fully satisfied.
Effect of termination
Upon closure of your Trading Account, Musaffa and/or the Custodian may: (i) return any remaining funds or assets to you, net of any applicable obligations, fees, or costs; (ii) restrict further access to the Platform or services connected to your Trading Account; and (iii) take any other action reasonably necessary to protect Musaffa, the Custodian, or any other account holders using the Platform. Musaffa will not be liable for any losses, costs, tax consequences, or other impacts you may incur as a result of the suspension, restriction, or closure of your Account, except as required by applicable law. This Agreement survives termination of your Account.
Amendment
Musaffa reserves the right, at its sole discretion, to amend, modify, or update this Agreement, including any terms, conditions, policies, or procedures, at any time, which may include changes to the Service functionality, fees, disclaimers, warranties, limitations of liability, or other provisions. Musaffa may notify you of material amendments by email, in-app notification, posting on the Platform, or other reasonable means, and it is your responsibility to review the Agreement regularly. Unless otherwise specified, amendments become effective immediately upon posting on the Platform, and your continued use of the Platform or Services constitutes acceptance of the amended terms. If you do not agree with any amendment, your sole remedy is to discontinue use of the Platform and terminate your Trading Account. All amendments are binding on you as of the effective date, and you acknowledge that Musaffa may update, revise, or remove features of the Platform at any time to comply with legal, regulatory, or operational requirements.
Electronic Signatures and Modifications to the Agreement
You agree to conduct business with Musaffa electronically. By electronically signing an application, agreement, or other document in connection with your Trading Account or use of the Platform, you acknowledge and agree that your electronic signature constitutes valid evidence of your intent to be legally bound by this Agreement and any subsequent terms that may govern your use of the Service.
The use of an electronic version of any document fully satisfies any legal requirement that such document be provided or maintained in writing. You agree that notices, disclosures, and communications provided to you electronically constitute reasonable and proper notice for all purposes under applicable laws, rules, and regulations.
The electronically stored copy of this Agreement shall be deemed the true, complete, valid, authentic, and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if originally generated and maintained in printed form. You agree not to dispute the validity, enforceability, or admissibility of such electronically stored records.
Consent to Electronic Delivery of Documents
Consent to Electronic Delivery
By consenting to electronic delivery, you agree to receive all Trading Account-related documents (“Account Documents”) in electronic form. Account Documents include, but are not limited to: account statements, notices, disclosures, regulatory and shareholder communications (such as prospectuses, proxy materials, and privacy notices), trade confirmations, tax documents, amendments to this Agreement, and any other information or records related to your Trading Account or the services provided to you.
You confirm that you can access, view, download, save, and print Account Documents for your records.
Methods of Delivery
Musaffa’s primary methods of communication include:
- posting documents on the Platform,
- providing documents through the mobile application or website,
- sending emails to your email address on record, and
- where legally required, providing notice directing you to the Platform.
Unless otherwise required by law, Musaffa may post Account Documents on the Platform without separate notice. Account Documents delivered in any of these ways are deemed personally delivered to you, regardless of whether you access them.
You agree to:
- maintain a valid and current email address on file,
- regularly check the website and mobile application for updates, and
- ensure Musaffa’s emails are not blocked or marked as spam.
Costs and Fees
You are responsible for any charges imposed by your internet, phone, or data provider in connection with electronic delivery. Musaffa does not charge additional fees for online access. You understand that you have the right to request paper delivery of any Account Document that must be provided in paper form under applicable law. However, if you revoke or restrict your consent to electronic delivery, or request paper delivery of documents that would otherwise be delivered electronically, Musaffa and/or the Custodian may, in their sole discretion, charge a reasonable service fee, restrict or close your Trading Account, and/or terminate your access to certain services. Any applicable fees may be deducted directly from your Account.
Review and Responsibility for Documents
It is your responsibility to carefully review all Account Documents as soon as they are made available. Account statements will reflect all activity in your Trading Account for the stated period, including securities transactions, cash balances, credits, and fees. If you fail to receive a monthly account statement within fifteen (15) days after the end of the previous month, or a trade confirmation within five (5) days of the trade date, you must notify Musaffa in writing. You are responsible for reviewing all orders, executions, and account statements and for promptly reporting any discrepancies, unauthorized activity, or inaccurate information. Unless you notify Musaffa of a discrepancy within ten (10) days after delivery of a confirmation or account statement, the document will be deemed accepted as accurate.
Revocation of Consent
Electronic delivery consent is required to open and maintain Trading Account. You may revoke or limit your consent at any time by notifying Musaffa in writing. Revocation may result in restrictions or closure of your Trading Account and termination of services. Delivery of paper copies by Musaffa does not revoke or limit your consent. Any communications provided electronically before revocation remain valid and legally effective.
Duration of Consent
Your consent remains effective until revoked by you or Musaffa. Please allow up to three (3) business days for any revocation to take effect. During this time, you may continue to receive electronic notifications.
Hardware and Software Requirements
To receive electronic delivery, you must maintain a computer or mobile device with reliable internet access, a valid email address, the ability to access and use applications specified by Musaffa, and access to a printer or storage device if you wish to retain hard copies.
Governing Law
This Agreement, and any dispute, claim, or matter arising out of or relating to your Account, the Platform, or any transactions conducted through it (including any non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York, United States of America (including its statutes of limitations and N.Y. Gen. Oblig. Law § 5-1401), without regard to any choice of law or conflict of law principles that would result in the application of the laws of another jurisdiction.
Dispute Resolution
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least sixty (60) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New York City, NY, USA. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New York City, in the State of New York (or in any appellate courts thereof), and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from this Agreement.
In no event shall any Dispute brought by either Party related in any way to the Service be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Miscellaneous
Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder for the service of process purpose or for invoking any legal proceedings (each, a "Legal Claim Notice") shall be in writing and addressed to such address that may be designated by the receiving party from time to time in accordance with this Section. All Legal Claim Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Legal Claim Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Legal Claim Notice has complied with the requirements of this Section.
Except where expressly provided otherwise, any notice required to be given by you to Musaffa in connection with this Agreement shall be given in writing and sent by email to legal@musaffa.com.
Except where expressly provided otherwise, any notice required to be given by Musaffa to you in connection with the subject matter of this Agreement may be given by email or by posting a message on your Trading Account on the Platform, website, or mobile application.
With your permission, Musaffa may from time to time contact you to keep you up to date about Musaffa's Service including new products, campaigns and promotions. For further information please review our Privacy Policy.
Force Majeure
Musaffa is not responsible for failing to meet obligations due to causes beyond its control, including (a) any law, order, regulation or direction of any government; (b) work stoppage, labour disputes and strikes; (c) failure of the public power grid; (d) unlawful acts; (e) your act or your failure to act in accordance with this Agreement; (f) failure of any computer or network connectivity; or (g) acts of nature and all other force majeure events.
Waiver and Severability
No waiver by Musaffa of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Musaffa or any third-party beneficiary to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
Entire Agreement
This Agreement, Additional Terms, and any other legal documents, schedules, appendices, policies incorporated by reference herein constitute the sole and entire agreement between you and Musaffa regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.
Assignment
We may assign any or all of this Agreement, and may assign or delegate, in whole or in part, any of its rights or obligations under this Agreement. You may not assign this Agreement, in whole or in part, nor transfer or sub-license your rights under this Agreement, to any third party.
Acknowledgment
By providing consent, you confirm that you have read and understood this section, that you are able to access and retain electronic communications, and that you will promptly notify Musaffa of any changes to your email address or contact information.
Exhibit B
AGREEMENT FOR MARKET DATA DISPLAY SERVICES
(Nonprofessional Subscriber Status)
Musaffa LLC ("Vendor") agrees to make "Market Data" available to you pursuant to the terms and conditions set forth in this agreement. By executing this Agreement in the space indicated below, you ("Subscriber") agree to comply with those terms and conditions. Section 1 sets forth terms and conditions of general applicability. Section 2 applies insofar as Subscriber receives and uses Market Data made available pursuant to this Agreement as a Nonprofessional Subscriber.
SECTION 1: TERMS AND CONDITIONS OF GENERAL APPLICABILITY
1. Market Data Definition
For all purposes of this Agreement, "Market Data" means (a) last sale information and quotation information relating to securities that are admitted to dealings on the New York Stock Exchange ("NYSE*"), (b) such bond and other equity last sale and quotation information, and such index and other market information, as United States-registered national securities exchanges and national securities associations (each, an "Authorizing SRO") may make available and as the NYSE* may from time to time designate as "Market Data"; and (c) all information that derives from any such information.
2. Proprietary Nature of Data
Subscriber understands and acknowledges that each Authorizing SRO and Other Data Disseminator has a proprietary interest in the Market Data that originates on or derives from it or its market(s).
3. Enforcement
Subscriber understands and acknowledges that (a) the Authorizing SROs are third-party beneficiaries under this Agreement and (b) the Authorizing SROs or their authorized representative(s) may enforce this Agreement, by legal proceedings or otherwise, against Subscriber or any person that obtains Market Data that is made available pursuant to this Agreement other than as this Agreement contemplates. Subscriber shall pay the reasonable attorney's fees that any Authorizing SRO incurs in enforcing this Agreement against Subscriber.
4. Data Not Guaranteed
Subscriber understands that no Authorizing SRO, no other entity whose information is made available over the Authorizing SROs' facilities (an "Other Data Disseminator") and no information processor that assists any Authorizing SRO or Other Data Disseminator in making Market Data available (collectively, the "Disseminating Parties") guarantees the timeliness, sequence, accuracy or completeness of Market Data or of other market information or messages disseminated by any Disseminating Party. Neither Subscriber nor any other person shall hold any Disseminating Party liable in any way 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) nonperformance or (iii) interruption in any such data, information or message, due either to any negligent act or omission by any Disseminating Party, to any "force majeure" (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction) or to any other cause beyond the reasonable control of any Disseminating Party.
5. Permitted Use
Subscriber shall not furnish Market Data to any other person or entity. If Subscriber receives Market Data other than as a Nonprofessional Subscriber, it shall use Market Data only for its individual use in its business.
6. Dissemination Discontinuance or Modification
Subscriber understands and acknowledges that, at any time, the Authorizing SROs may discontinue disseminating any category of Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. The Authorizing SROs shall not be liable for any resulting liability, loss or damages that may arise therefrom.
7. Duration; Survival
This Agreement remains in effect for so long as Subscriber has the ability to receive Market Data as contemplated by this Agreement. In addition, Vendor may terminate this Agreement at any time, whether at the direction of the Authorizing SROs or otherwise. Paragraphs 2, 3 and 4, and the first two sentences of Paragraph 8, survive any termination of this Agreement.
8. Miscellaneous
The laws of the State of New York shall govern this Agreement and it shall be interpreted in accordance with those laws. This Agreement is subject to the Securities Exchange Act of 1934, the rules promulgated under that act, and the joint-industry plans entered into pursuant to that act. This writing contains the entire agreement between the parties in respect of its subject matter. Subscriber may not assign all or any part of this Agreement to any other person. The person executing this Agreement below represents and warrants that he or she has legal capacity to contract and, if that person is executing this Agreement on behalf of a proprietorship or a business, partnership or other organization, represents and warrants that he or she has actual authority to bind the organization.
ACCEPTED AND AGREED: I, the "Subscriber" to which the preceding terms and conditions refer, acknowledge that I have read the preceding terms and conditions of this Section 1, that I understand them and that I hereby manifest my assent to, and my agreement to comply with, those terms and conditions by "clicking" on the following box:
SECTION 2: NONPROFESSIONAL SUBSCRIBER
9. Nonprofessional Subscriber Definition
"Nonprofessional Subscriber" means any natural person who receives market data solely for his/her personal, nonbusiness use and who is not a "Securities Professional." A "Securities Professional" includes an individual who, if working in the United States, is:
- registered or qualified with the Securities and Exchange Commission (the "SEC"), the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association.
- engaged as an "investment advisor" as that term is defined in Section 202 (a) (11) of the Investment Advisor's Act of 1940 (whether or not registered or qualified under that Act), or
- employed by a bank or other organization exempt from registration under Federal and/or state securities laws to perform functions that would require him or her to be so registered or qualified if he or she were to perform such functions for an organization not so exempt.
A person who works outside of the United States will be considered a "Securities Professional" if he or she performs the same functions as someone who would be considered a "Securities Professional" in the United States.
Subscriber may not receive Market Data as a "Nonprofessional Subscriber" unless the vendor providing that data to Subscriber first determines that the individual falls within Paragraph 9's definition of "Nonprofessional Subscriber."
10. Permitted Receipt
Subscriber may not receive Market Data from Vendor, and Vendor may not provide Market Data to Subscriber, on a "Nonprofessional Subscriber" basis unless Vendor first properly determines that Subscriber qualifies as a "Nonprofessional Subscriber" as defined in Paragraph 9 and Subscriber in fact qualifies as a "Nonprofessional Subscriber." In order to facilitate a decision as to whether Subscriber qualifies as a "Nonprofessional Subscriber," Subscriber shall answer the following questions:
- Do you use Market Data solely for your personal, non-business use?
- Do you receive Market Data for your business or any other entity?
- Are you currently registered or qualified with the SEC or the CFTC?
- Are you currently registered or qualified with any securities agency, any securities exchange, association or regulatory body, or any commodities or futures contract market, association or regulatory body, in the United States or elsewhere?
- Whether you are located within or outside of the United States, do you perform any functions that are similar to those that require an individual to register or qualify with the SEC, the CFTC, any other securities agency or regulatory body, any securities exchange or association, or any commodities or futures contract market, association or regulatory body?
- Are you engaged to provide investment advice to any individual or entity?
- Are you engaged as an asset manager?
- Do you use the capital of any other individual or entity in the conduct of your trading?
- Do you conduct trading for the benefit of a corporation, partnership, or other entity?
- Have you entered into any agreement to share the profit of your trading activities or receive compensation for your trading activities?
- Are you receiving office space, and equipment or other benefits in exchange for your trading or work as a financial consultant to any person, firm or business entity?
11. Permitted Use
If Subscriber is a Nonprofessional Subscriber, he or she shall receive Market Data solely for his or her personal, non-business use.
12. Personal and Employment Data
As a prerequisite to qualifying as a "Nonprofessional Subscriber", Subscriber shall provide the following information:
Subscriber shall notify Vendor promptly in writing of any change in his or her circumstances that may cause him or her to cease to qualify as a Nonprofessional Subscriber or that may change his or her response to any of the preceding questions.
13. Certification
By executing this Agreement, Subscriber hereby certifies that he or she falls within Paragraph 9's definition of "Nonprofessional Subscriber" and that the personal and employment information that he or she has included in Paragraph 12 is truthful and accurate.
ACCEPTED AND AGREED: I, the "Subscriber" to which the preceding terms and conditions refer, acknowledge that I have read the preceding terms and conditions of this Section 2, that I understand them, that I answer "No" to the questions set forth in Section 10, and that I hereby manifest my assent to, and my agreement to comply with, those terms and conditions by "clicking" on the following box:
* NYSE is the administrator for NYSE Prop, CTA, and GIF products
Exhibit C
UTP PLAN SUBSCRIBER AGREEMENT
The Nasdaq Stock Market LLC ("Nasdaq"), as Administrator of the UTP Plan ("UTP Plan Administrator"), requires all Subscribers to the information described herein ("Information") to sign the UTP Plan Subscriber Agreement ("Agreement"), or its equivalent, in order to receive the Information. By completing the below section, the Subscriber agrees to the terms and conditions set forth in this UTP Plan Subscriber Agreement.
SUBSCRIBER INSTRUCTIONS: Please sign and complete one of the two signature blocks below:
SUBSCRIBER FIRM with Professional Subscribers
INDIVIDUAL SUBSCRIBER
(Only select if you qualify per the definition in Section 16).
VENDOR INSTRUCTIONS: Please sign and complete the signature block below:
VENDOR USE ONLY (for Vendor/Data Provider Use Only)
Terms and Conditions
The Vendor and its agents may not modify or waive any term of this Agreement. Any attempt to modify this Agreement, except by Nasdaq, is void.
1. Use of Data
Subscriber may not sell, lease, furnish or otherwise permit or provide access to the Information to any other Person or to any other office or place. Subscriber will not engage in the operation of any illegal business use or permit anyone else to use the Information, or any part thereof, for any illegal purpose or violate any Nasdaq or Securities and Exchange Commission ("SEC") Rule or other applicable law, rule or regulation. Subscriber may not present the Information rendered in any unfair, misleading or discriminatory format. Subscriber shall take reasonable security precautions to prevent unauthorized Persons from gaining access to the Information.
1.1 Non-Professional Subscriber – For Non-Professional Subscribers, the Information is licensed only for personal use. By representing to Vendor that Subscriber is a Non-Professional Subscriber, or by continuing to receive the Information at a Non-Professional Subscriber rate, Subscriber is affirming to Vendor and to Nasdaq that Subscriber meets the definition of Non-Professional Subscriber as set forth in Section 16 of this Agreement. A Non-Professional Subscriber shall comply promptly with any reasonable request from Nasdaq for information regarding the Non-Professional Subscriber's receipt, processing, display and redistribution of the Information.
1.2 Professional Subscriber – For Professional Subscribers, the Information is licensed for the internal business use and/or personal use of the Professional Subscriber. Professional Subscribers may, on a non-continuous basis, furnish limited amounts of the Information to customers in written advertisements, correspondence or other literature or during voice telephonic conversations not entailing computerized voice, automated information inquiry systems or similar technologies. Upon request, Professional Subscribers shall make its premises available to Nasdaq for physical inspection of Vendor's Service and of Professional Subscriber's use of the Information (including review of any records regarding use of or access to the Information and the number and locations of all devices that receive Information), all at reasonable times, upon reasonable notice, to ensure compliance with this Agreement.
2. Proprietary Data
Nasdaq grants to Subscriber a nonexclusive, non-transferable license during the term of the Agreement to receive and use the Information transmitted to it by Vendor and thereafter to use such Information as permitted under the terms of this Agreement and/or the UTP Plan Requirements. Subscriber acknowledges and agrees that Nasdaq has proprietary rights to the Information that originates on or derives from markets regulated or operated by Nasdaq, and compilation or other rights to Information gathered from other sources. Subscriber further acknowledges and agrees that Nasdaq's third-party information providers have exclusive proprietary rights to their respective Information. In the event of any misappropriation or misuse by Subscriber or anyone who accesses the Information through Subscriber, Nasdaq or its third-party information providers shall have the right to obtain injunctive relief for its respective materials. Subscriber will attribute source as appropriate under all the circumstances.
3. Payment
Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber or Nasdaq (except for federal, state or local income taxes, if any, imposed on Nasdaq) by any foreign or domestic national, state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest relating to the provision of the Information to Subscriber. Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid. To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the Vendor's Service for failure to make payments shall not be considered an improper limitation of access by Nasdaq. For Professional Subscribers, if any payment is due directly to Nasdaq under this Agreement, payment in full is due Nasdaq in immediately available funds, in US Dollars by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq's choosing, within fifteen (15) days of the date of an invoice, whether or not use is made of, or access is made to, the Information.
4. System
Subscriber acknowledges that Nasdaq, in its sole discretion, may from time-to-time make modifications to its system or the Information. Such modifications may require corresponding changes to be made in Vendor's Service. Changes or the failure to make timely changes by Vendor or Subscriber may sever or affect Subscriber's access to or use of the Information. Nasdaq shall not be responsible for such effects. Nasdaq does not endorse or approve any equipment, Vendor or Vendor's Service.
5. Exclusive Remedy
Nasdaq shall endeavor to offer the Information as promptly and accurately as is reasonably practicable. In the event that the Information is not available as a result of failure by Nasdaq to perform its obligations under this Agreement, Nasdaq will endeavor to correct any such failure. If the Information is not available, is delayed, is interrupted, is incomplete, is not accurate or is otherwise materially affected for a continuous period of four (4) hours or more during the time that Nasdaq regularly transmits the Information due to the fault of Nasdaq (except for a reason permitted in this Agreement or in Nasdaq's agreement with the Vendor), Subscriber's or any other Person's exclusive remedy against Nasdaq shall be:
- If Subscriber or any other Person continues to receive the Information or any other data and/or information offered by Nasdaq, a prorated month's credit of any monies due for the affected Information directly to Nasdaq from Subscriber or, if applicable, from said other Person, for the period at issue; or
- If Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by Nasdaq, a prorated month's refund of any monies due for the affected Information directly to Nasdaq from Subscriber or, if applicable, from said other Person, for the period at issue.
Such credit or refund shall, if applicable, be requested in writing to Nasdaq with all pertinent details. Beyond the warranties stated in this section, there are no other warranties of any kind — express, implied, statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), implied warranties arising from trade usage, course of dealing, course of performance or the implied warranties of merchantability or fitness for a particular use or purpose.
6. Limitation of Liability
6.1 Except as may otherwise be set forth herein, Nasdaq shall not be liable to Subscriber, its Vendor or any other Person for indirect, special, punitive, consequential or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, cost of cover or other indirect loss or damage) of any nature arising from any cause whatsoever, even if Nasdaq has been advised of the possibility of such damages.
6.2 Nasdaq shall not be liable to Subscriber or any other Person for any unavailability, interruption, delay, incompleteness or inaccuracy of the Information that lasts less than four (4) continuous hours during the time that Nasdaq regularly transmits the Information or if the Information is materially affected for less than four (4) continuous hours during the time that Nasdaq regularly transmits the Information.
6.3 If Nasdaq is, for any reason, held liable to Subscriber or to any other Person, whether in tort or in contract, the liability of Nasdaq within a single year of the Agreement (one year from the effective data of the Agreement) is limited to an amount of Subscriber's damages that are actually incurred by Subscriber in reasonable reliance (combined with the total of all claims or losses of Subscriber's Vendor and any other Person claiming through, on behalf of or as harmed by Subscriber) and which amount does not exceed the lesser of:
- For Subscriber or any other person that continues to receive the Information or any other data and/or Information offered by Nasdaq, a prorated month's credit of any monies due directly to Nasdaq from Subscriber or, if applicable, from any other Person, for the Information at issue during the period at issue, or if Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by Nasdaq, a refund of any monies due directly to Nasdaq from Subscriber or, if applicable, from any other Person, for the Information at issue during the period at issue; or
- $500.
6.4 This section shall not relieve Nasdaq, Subscriber or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct or from personal injury or wrongful death claims.
6.5 Subscriber and Nasdaq understand and agree that the terms of this section reflect a reasonable allocation of risk and limitation of liability.
7. Disclaimers of Warranties
Nasdaq and its third-party information providers make no warranties of any kind — express, implied or statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), any implied warranties arising from trade usage, course of dealing, course of performance or the implied warranties of merchantability or fitness for a particular use or purpose or noninfringement.
8. Third-Party Information Providers' Limitation of Liability
Nasdaq's third-party information providers shall have no liability for any damages for the accuracy of or for delays or omissions in any of the Information provided by them, whether direct or indirect, lost profits, special or consequential damages of the Subscriber or any other Person seeking relief through Subscriber, even if the third-party information providers have been advised of the possibility of such damages. In no event will the liability of the third-party information providers or their affiliates to Subscriber or any other Person seeking relief through Subscriber pursuant to any cause of action, whether in contract, tort or otherwise, exceed the fee paid by Subscriber or any other Person seeking relief through Subscriber, as applicable.
9. Claims and Losses
Subscriber will indemnify Nasdaq and hold Nasdaq and its employees, officers, directors and other agents harmless from any and all Claims or Losses imposed on, incurred by or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; (b) any third-party actions related to Subscriber's receipt and use of the Information, whether authorized or unauthorized under the Agreement. Each party warrants and represents and will indemnify and hold harmless (and in every case, Nasdaq shall be permitted to solely defend and settle) another party (including Nasdaq) and their officers, directors, employees and other agents, against any Claims or Losses arising from, involving or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party, its actions or omissions, equipment or other property. This right is conditioned on the indemnified party giving prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or Losses and providing cooperation in the defense of the Claims or Losses (without waiver of attorney-client, work-product or other legal privilege, or disclosure of information legally required to be kept confidential).
10. Personal Data
Subscriber acknowledges that Nasdaq, in the course of providing services to Subscriber, may process Personal Data (as defined in the The Nasdaq Stock Market LLC Vendor Agreement for UTP Plan Services ("Vendor Agreement")) in the performance of services or in support of its rights (including, but not limited to, its audit and usage review rights) under the Vendor Agreement. Subscriber shall provide to Vendor or its designee such Personal Data (including, but not limited to, information regarding Subscriber or, for Subscribers that are firms, information regarding individual users of the Information) as reasonably requested by Nasdaq to make Information available to Subscriber, perform Nasdaq's services under the Vendor Agreement, and/or enforce Nasdaq's rights (including, but not limited to, its audit and usage review rights) under the Vendor Agreement, and Vendor shall provide such information to Nasdaq or its designee. Provisions for the processing of such data are set forth in the Vendor Agreement. With respect to individuals whose Personal Data is processed by Nasdaq and/or its service providers, the current publicly-posted Privacy Policy identified on the UTP Plan website located at www.utpplan.com, or its successor website, shall apply to such processing. To the extent that the Subscriber is a legal entity established in the European Economic Area ("EEA"), transfers of Personal Data to a Vendor (or its designee) outside of the EEA in connection with this Agreement shall be governed by the Data Processing Addendum of the Vendor Agreement, which is incorporated herein by reference mutatis mutandis, with the personal data exporter being the Subscriber and the personal data importer being the Vendor. Transfers of personal data from Vendor to Nasdaq shall be governed by the relevant provisions of the Vendor Agreement.
11. Termination
Subscriber acknowledges that Nasdaq, when required to do so in fulfillment of statutory obligations, may by notice to Vendor unilaterally limit or terminate the right of any or all Persons to receive or use the Information and that Vendor will immediately comply with any such notice and will terminate or limit the furnishing of the Information and confirm such compliance by notice to Nasdaq. Any affected Person will have available to it such procedural protections as are provided by the Act and applicable rules thereunder. In addition to terminations permitted under the Vendor's agreement, this Agreement may be terminated by Subscriber with thirty (30) days written notice to Vendor and by Nasdaq with thirty (30) days written notice either to Vendor or Subscriber. Nasdaq may also alter any term of this Agreement with ninety (90) days written notice either to Vendor or Subscriber, and any use after such date is deemed acceptance of the new terms. In the event of Subscriber breach, discovery of the untruth of any representation of Subscriber, or where directed by the SEC in its regulatory authority, Nasdaq may terminate this Agreement with not less than three (3) days written notice to Subscriber provided either by Nasdaq or Vendor.
12. Amendments/Agreement
Except as otherwise provided herein, no provision of this Agreement may be amended, modified or waived. No failure on the part of Nasdaq or Subscriber to exercise, no delay in exercising and no course of dealing with respect to any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. If any of the provisions of this Agreement or application thereof to any individual, entity or circumstance is held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In the event of any conflict between the terms of this Agreement and of the Vendor's agreement, the terms of this Agreement shall prevail as between Nasdaq and Subscriber.
13. Requirements of Self-Regulatory Organization; Actions to be Taken in Fulfillment of Statutory Obligations
13.1 Subscriber acknowledges that in the United States: (i) Nasdaq is registered with the SEC as national securities exchanges pursuant to Section 6 of the Act, and FINRA is registered with the SEC as a national securities association pursuant to 15A of the Act; (ii) FINRA and Nasdaq have a statutory obligation to protect investors and the public interest, and to ensure that quotation information supplied to investors and the public is fair and informative, and not discriminatory, fictitious or misleading; (iii) Section 19(g)(1) of the Act mandates that FINRA and Nasdaq comply with the UTP Plan Requirements; (iv) Nasdaq has jurisdiction to enforce compliance with certain of the UTP Plan Requirements; (v) FINRA has jurisdiction to enforce compliance with certain of the UTP Plan Requirements; and (vi) Nasdaq is obligated to offer terms that are not unreasonably discriminatory between Subscribers, subject to applicable UTP Plan Requirements. Accordingly, Subscriber agrees that Nasdaq, when required to do so in fulfillment of its statutory obligations, may, temporarily or permanently, unilaterally condition, modify or terminate the right of any or all individuals or entities to receive or use the Information. Nasdaq shall undertake reasonable efforts to notify Subscriber of any such condition, modification or termination, and Subscriber shall promptly comply with any such notice within such period of time as may be determined in good faith by Nasdaq to be necessary, consistent with its statutory obligations. Any Person that receives such a notice shall have available to it such procedural protections as are provided to it by the Act and the applicable rules thereunder.
13.2 If Subscriber is a member of a Nasdaq market, then Subscriber expressly acknowledges and agrees that (i) this Agreement does not limit or reduce in any way Subscriber's obligations and responsibilities as a member of any applicable Nasdaq market; (ii) this Agreement does not in any way alter the procedures or standards generally applicable to disciplinary or other actions taken by Nasdaq to enforce compliance with, or impose sanctions for violations of, the UTP Plan Requirements; and (iii) the nonpayment of amounts due under this Agreement could result in the suspension or cancellation of Subscriber's membership in a Nasdaq market in accordance with the UTP Plan Requirements.
14. Governing Laws; Construction
This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. Any dispute that cannot be amicably settled that arises out of this Agreement shall be referred to arbitration and shall be conducted in accordance with the rules of the American Arbitration Association. All such proceedings shall be held in New York City, NY, and shall be conducted in the English language, which shall also be the language of the documents.
15. Notices; Notification of Changes
All notices and other communications (except for invoices) required to be given in writing under this Agreement shall be directed to the signatories or, in the alternative, to the individuals identified in subsections (a) and (b) below. Notices shall be deemed to have been duly given: (i) upon actual receipt (or date of first refusal) by the parties, or (ii) upon constructive receipt (or date of first refusal) if sent by certified mail, return receipt requested, or any other delivery method that actually obtains a signed delivery receipt, to the following addresses or to such other address as any party hereto shall hereafter specify by prior written notice to the other party or parties below, or (iii) upon posting the notice or other communication on the www.utpplan.com website or a successor site. If an email address is provided, Nasdaq may, in lieu of the above, give notice to or communicate with Subscriber by email addressed to the persons identified in subsection (a) or to such other email address or persons as Subscriber shall hereafter specify by prior written notice. By providing an email address, Subscriber agrees that any receipt received by Nasdaq from Subscriber's service provider or internet computer server indicating that the email was received shall be deemed proof that Subscriber received the message. If Subscriber cannot see or printout all or any portion of the message, Subscriber agrees that it is Subscriber's responsibility to contact Nasdaq at (301) 978–8080.
(a) If to Subscriber:
(b) If to UTP Plan Administrator:
UTP Plan Administrator
805 King Farm Boulevard
Rockville, MD 20850
Phone: +1 301 978 8080
admin@utpplan.com
With, in the event of notices of dispute or default, a required copy to:
With, in the event of notices of default or dispute, a required copy to:
The Nasdaq Stock Market, LLC
Office of General Counsel
805 King Farm Boulevard
Rockville, MD 20850
16. Definitions
Act shall mean the Securities Exchange Act of 1934.
Affiliate shall mean any individual, corporation, company, partnership, limited partnership, limited liability company, trust, association or other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such party.
Claims or Losses — Any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation, (a) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation or other indirect loss or damage), and (b) administrative costs, investigatory costs, litigation costs and auditors' and attorneys' fees and disbursements (including in-house personnel).
Information shall mean certain market data and other data disseminated that has been collected, validated, processed, and recorded by the System or other sources made available for transmission to and receipt from either a Vendor or from Nasdaq relating to: a) eligible securities or other financial instruments, markets, products, vehicles, indicators, or devices; b) activities of a Nasdaq Company; c) other information and data from a Nasdaq Company. Information also includes any element of Information as used or processed in such a way that the Information can be identified, recalculated or re-engineered from the processed Information or that the processed Information can be used as a substitute for Information.
Nasdaq shall collectively mean The Nasdaq Stock Market LLC, a Delaware limited liability company and its subsidiaries and Affiliates (collectively "Nasdaq").
UTP Plan Requirements — All (i) rules, regulations, interpretations, decisions, opinions, orders and other requirements of the SEC; (ii) the rules and regulations, disciplinary decision and rule interpretations applicable to UTP (iii) the decisions, policies, interpretations, operating procedures, specifications, requirements, and other documentation by Nasdaq, as Administrator of the UTP Plan, that is regulatory or technical in nature (including, but not limited to, user guides) published on the UTP Plan website located at www.utpplan.com or another website accessible by and made known to Vendor; and (iv) all other applicable laws, statutes, rules, regulations, orders, decisions, interpretations, opinions, and other requirements, whether promulgated by the United States or any other applicable jurisdiction (including in the area of intellectual property); and (v) the successors, as they may exist at the time, of the components of the UTP Plan Requirements.
Or — Includes the word "and."
Person — Any natural person, proprietorship, corporation, partnership or other entity whatsoever.
Subscriber — When it appears alone, the word "Subscriber" encompasses all Non-Professional and Professional Subscribers. All Subscribers are deemed Professional unless they are qualified as Non-Professional.
Non-Professional Subscriber — Any natural person who is NOT:
- registered or qualified in any capacity with the SEC, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association or any commodities or futures contract market or association;
- engaged as an "investment adviser" as that term is defined in Section 202(a)(11) of the Investment Advisers Act of 1940 (whether or not registered or qualified under that Act); or
- employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt.
Professional Subscriber — All other persons who do not meet the definition of Non-Professional Subscriber.
System shall mean any system Nasdaq has developed for the creation and/or dissemination of Information.
Vendor shall mean Vendor and its Affiliates as identified in writing to Nasdaq.
Vendor's Service — The service from a Vendor, including the data processing equipment, software and communications facilities related thereto, for receiving, processing, transmitting, using and disseminating the Information to or by Subscriber.