EARLYBIRD FUNDING TRADING ACCOUNT AGREEMENT
In opening this brokerage account (hereinafter referred to as "Account") with EarlyBird Funding B.V. (hereinafter referred to as "EarlyBird Funding") and electronically signing the EarlyBird Funding Investment Account Application (hereinafter referred to as "Application"), the Client and EarlyBird Funding hereby agree to the terms and conditions within this Agreement, as follows:
Throughout this Agreement, the words "you" and "your" refer to the holder of one or more EarlyBird Funding Accounts, whether an individual, group of individuals, company, trust, or other related entity (hereinafter referred to as "Client".)
This Agreement shall apply to all transactions hereafter made by you and supersedes any previous agreement entered into between you and EarlyBird Funding. The Agreement applies to all other Accounts held for you by EarlyBird Funding, now or in the future; none of its provisions shall be deemed to be waived or modified by EarlyBird Funding except by written agreement signed by EarlyBird Funding.
You understand that EarlyBird Funding has the right at its sole discretion to amend this Agreement and that your continued use of the Online Brokerage Service signifies your continued agreement to the terms and conditions within this Agreement. It is your responsibility to check for these amendments and if you are not in agreement with these amendments then you may cease the use of the Online Brokerage Services and that EarlyBird Funding close your Account (per the terms in Section 43 below).
In this Agreement, "OBS" means Online Brokerage Service, including any service we provide, now or in the future, that allows you to access your Account, information or other services we provide via the internet, mobile telephone, or any other electronic communication system.
- Applicable Rules and Regulations
All transactions with respect to securities entered into by EarlyBird Funding for you shall be subject to the constitution, bylaws, rules, rulings, regulations, customs and usages of the exchange or market, and its clearing house, if any, where made, and to all laws, regulations and orders of any applicable government or regulatory authority; they shall also be subject to any delays, difficulties or conditions as to transmission or execution of orders, information or reports due to conditions over which EarlyBird Funding has no control, including mechanical or electronic failure, market congestion or otherwise.
EarlyBird Funding adheres to anti-money laundering (AML) and counter terrorism financing (CTF) provisions, as mandated by law and any other industry rulemaking authorities’ rules regarding AML/CTF. These standards are designed to prevent the use of EarlyBird Funding to aid money laundering or terrorist financing activities. It is the policy of EarlyBird Funding to take all necessary steps to prohibit, report, and actively engage in the prevention of money laundering and any activity that facilitates money laundering or the funding of terrorism as well as other financial crimes.
In the event that your Account is suspected of being in breach of any of the AML/CTF Compliance provisions, you agree that EarlyBird Funding has the right to suspend all Account activities until a proper investigation has taken place. Should your Account be proven to be in breach, you agree that EarlyBird Funding has the right to forfeit any and all funds and/or securities in your Account to the appropriate authorities.
You hereby authorize EarlyBird Funding to conduct or cause to be conducted a personal credit investigation and background check, including AML/CTF checks if required, prior to approving your Account and at any time thereafter while you maintain an Account at EarlyBird Funding.
- Transactions and Settlement
All purchase transactions are cash purchases and settle immediately from your pre-funded Account. All sale transactions are sales of free trading stock and settle immediately from your holdings. There are no margin accounts, shorting, options, or other types of trading with your Account. There may be restricted securities which cannot be sold until the restrictions are lifted.
At the moment of entering a sell order into OBS, the full amount of the stock offered will be reserved in your trading Account. Until the sell order expires or is cancelled, the amount of stock will not be available to be used for any other purpose, including other sell orders.
At the moment of entering a buy order into OBS, the full amount of the value of the stock being purchased plus any associated fees and commissions will be placed in escrow. Until the buy order expires or is cancelled, the amount of funds will not be available to be used for any other purpose, including other buy orders.
By requesting share allocation in the offering, the Client is entering into a binding agreement to purchase the shares on the closing date.
The allocation requests may be cancelled by the Client at any time prior to end of business on the closing date of the offering.
The Client is required to have funds in their EarlyBird Funding Account in order to request share allocations for the offering.
If there are not sufficient funds in the EarlyBird Funding Account to pay for the entire share allocation request by the end of business on the closing date of the offering, the Client understands that the order will be filled with only the number of shares, and any applicable fees, that can be purchased with the funds available in their EarlyBird Funding Investor Account.
At the end of business on the closing date of the offering, all approved share allocation requests will be executed, and the Investor will own the shares at the stated price.
In the event that the Client cancels their share allocation request, does not have funds to satisfy the allocation requests, or EarlyBird Funding Advisors cancels the offering, the Investor's allocation requests to purchase shares of the offering is voided.
All funds sent via bank wire into your Account must originate from a bank account owned by you and the name on the bank account must match the name on your EarlyBird Funding Account.
All fund withdrawals can only be transferred to the same bank account from which the funds originated, unless you have initiated a change in bank account information with EarlyBird Funding Customer Service and the new bank account has cleared EarlyBird Funding Compliance.
- Dispensation of Dividends
You acknowledge that EarlyBird Funding hereby agrees to credit your Account in the event that EarlyBird Funding receives any dividend and/or interest entitlements on securities held on your behalf.
You warrant and agree that no funds presently in your Account or funds invested or to be invested in the future with EarlyBird Funding are the direct or indirect proceeds of any criminal activity.
All securities held or carried by EarlyBird Funding for or on your Account may at EarlyBird Funding’s discretion be kept at any of the places where EarlyBird Funding has a custodian and may be registered in the name of EarlyBird Funding or its nominee. In particular and without prejudice to EarlyBird Funding’s right to use other brokers or nominees, EarlyBird Funding may at its discretion contract non-exclusively with United International Custody Services ("United Custody"), to carry out and discharge securities execution, custody, clearing and administrative functions for and on behalf of EarlyBird Funding.
EarlyBird Funding declares that the Client will enjoy a beneficial ownership in securities purchased on its behalf and any free cash balances held by EarlyBird Funding for the account of the Client and these assets are not to be treated as general assets of EarlyBird Funding. This is so, even though securities purchased by EarlyBird Funding on the instruction of the Client may be in fungible form and free cash balances may not be held in a separate bank account established specifically for the Client.
EarlyBird Funding declares that all free cash balances in your Account are held in a segregated bank account separated from other cash balances that EarlyBird Funding maintains for the operation of its business and separated from escrow accounts for trading buy orders. Free cash balances are available to you on demand via the OBS withdrawal section.
- Access to the EarlyBird Funding Online Brokerage System ("OBS")
You acknowledge and agree that, once your Account is approved by EarlyBird Funding, you will be provided online access to the EarlyBird Funding Online Brokerage System ("OBS") based on the user name, password and One Time Passwords sent to you via sms for some trade functions.
You acknowledge and agree that, instructions received by EarlyBird Funding via OBS accessed using a valid user name, password and mobile number for the required OTP, will be deemed to be received from the authorized account signatory, and EarlyBird Funding will execute trades, initiate funds transfers and perform other processes on such instruction.
- Printed and Mail Statements
You understand that delivery of statements and trading receipts via OBS takes the place of having printed monthly statements and/or individual transaction receipts mailed to you via regular postal mail.
- Account Review and Acknowledgement
You understand that it is your sole responsibility to access and review your Account on a regular basis, and that you will be deemed to have accessed and reviewed your Account on at least a monthly basis. If for any reason you are unable to do so, you will notify EarlyBird Funding immediately so that a statement can be delivered by other means.
You understand that every confirmation, statement or other communication sent to or accessed by you will be deemed to have been acknowledged as correct, approved and consented to by yourself unless EarlyBird Funding has received written notice to the contrary.
- Email Address Communication
You understand that the email address provided by you will be considered by EarlyBird Funding as your primary means for electronic communication and will be used for notice of statements and trade confirmations. It may also be used by EarlyBird Funding for other communications, including notices regarding the terms and operation of your Account. You agree to inform EarlyBird Funding as soon as possible if the email address is no longer valid so that it can be updated. Delivery of any notice to this email address will be considered valid notice until you otherwise advise EarlyBird Funding in writing. If emails are returned as undeliverable, EarlyBird Funding retains the right to block your Account until a new email address is confirmed.
All orders received through our OBS will be considered to be unsolicited, which means that you have NOT received any investment advice from EarlyBird Funding or any of its affiliates in connection with your order, and that neither EarlyBird Funding nor its agents will conduct a suitability review of trades entered by you online.
By using OBS and entering trades online, you agree that you have sufficient knowledge to make such trades. You are responsible for making sure that any trades entered on OBS are accurate and intentional. EarlyBird Funding may in some cases, and at its discretion, require secondary verbal or written confirmation before acting if your trading activity is outside of your normal range of activities.
You accept that changes, delays, and adjustments to your EarlyBird Funding Client Statement and account balance may occur due to EarlyBird Funding reconciliation and internal audit processes and you acknowledge that your Monthly Account Statement (as produced 5 or more business days after each month end) shall override any interim statements to the extent of any inconsistencies. EarlyBird Funding retains the right to enter pricing, trade, and reconciliation adjustments to your Account as necessary and appropriate.
You acknowledge that the information contained in your EarlyBird Funding Client Statement is for your use only and that you will not disseminate this information or cause others to place reliance upon it without EarlyBird Funding’s prior written consent.
- Service modifications and interruptions
We may modify any or all of OBS without giving notice to you. Parts or all of OBS may periodically be unavailable because of maintenance, updates or other reasonable causes, including during periods of increased market activity.
- Third Party Information Accuracy and Usage
An information provider is any company or person who directly or indirectly provides us with information. This includes securities and market data, including quotations, from stock exchanges and other securities markets and from dealers and issuers of securities. The information we provide through OBS has been obtained from information providers and sources we believe are reliable, however we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the information providers. You may use the information only for your own benefit. You may not reproduce, sell, distribute, circulate or commercially exploit it in any way or provide it to any other person without our consent in writing or the consent of the information providers, if needed.
- EarlyBird Funding Information Accuracy and Liability
EarlyBird Funding is not liable
- to you or any other person for the accuracy, completeness, timeliness or correct order of the information;
- for any decision you make or action you take by relying on any of the information or OBS; and
- for any interruption of any data, information or other aspect of the Online Services as a result of any negligent act or omission including without limitation communications or power failure, equipment or software malfunction or other cause beyond the reasonable control of the information provider or us.
- Accessing EarlyBird Funding Servers
You may not enter restricted areas of any of our computer or telecommunications systems or of any of our affiliates or perform any functions that are not authorized under this Agreement. It is strongly recommended that you not access the online trading functions from an unsecured or public computer.
- suspend your access to OBS without giving you notice if we believe that you are using it to gain unauthorized access to systems or information or are using it inappropriately; and
- cancel your access without giving you notice if we are instructed to do so by an authorized Account signatory, or if we believe that you are using your password, OBS or information in an unauthorized or inappropriate manner, or if there is unusual activity in or relating to your Account.
Your user name, password and trading pin have been chosen by you. They let you access your Account on OBS to enter order requests, get quotations and receive information. You agree to keep your user name, password and trading pin confidential and separate from your Account number and any other information or documents relating to your Account. You are responsible for any charges or losses resulting from the use of your user name, password and trading pin, maintaining the security of your password and making sure that only you or an authorized Account signatory use them. We are not responsible for any unauthorized use of OBS by any other person.
You agree to accept responsibility for any loss caused as a result of, or in connection with, an authorized order request transmitted through OBS under your user name, password and not to provide any supplied OTP (One Time Passwords).
PLEASE NOTE, that under no circumstances will EarlyBird Funding or any of its affiliates send you an email asking you to verify your user ID and password. Should you receive such an email please DO NOT respond and contact Client Service immediately.
Orders entered during EarlyBird Funding trading hours will normally result in an execution if the market price is at a point within the limits of your order. However, EarlyBird Funding does not guarantee a fill on any order even if the market price was within your limit at time of order.
Once a trade has been entered, cancellation is possible on a best efforts basis only and only after OBS confirms that the order has not been filled.
Electronic orders sent outside EarlyBird Funding trading hours will be processed on a best efforts basis, once received and acknowledged by the trading system. Day-orders for markets not open at the time they are received by the trading system will be put in the relevant market for the next opening.
Executed orders that are filled outside of EarlyBird Funding trading hours will not be reflected until the following business day.
All trades must pass automated compliance checks. If your trade is flagged for review by any of these checks or if it meets certain defined criteria, it will require manual review and approval by EarlyBird Funding. EarlyBird Funding will endeavour to review such orders on a timely basis but is not liable for any delays. If at any time you are in any doubt about the status of your order you can view the order on OBS.
We may require you to confirm the order request via telephone prior to execution it if it is deemed suspicious.
EarlyBird Funding provides regular account statements to clients via its online account access.
EarlyBird Funding intends the information contained in the Client Statements to be accurate and reliable; however, errors sometimes occur. Therefore, EarlyBird Funding disclaims any warranty of any kind, whether express or implied, as to any matter whatsoever relating to such information. In particular, the actual price at which an order is executed shall be binding notwithstanding the fact that an erroneous report is given to you. Any order that has been executed shall be bound to the actual means and results of its execution regardless of any discrepancies between the execution and the reporting for that order that may occur. EarlyBird Funding retains the right to enter pricing, trade, and reconciliation adjustments to your Account as necessary and appropriate.
The information contained in your Client Statement is for your use only and you shall not disseminate this information or cause others to place reliance upon it without EarlyBird Funding’s prior written consent.
Every transaction indicated or referred to in any notice, statement, confirmation or other communication and every statement of account shall be deemed and treated as authorized and correct as ratified and confirmed by you unless EarlyBird Funding receives written notice to the contrary within 15 days from the time such notice, statement, confirmation or other communication is forwarded by EarlyBird Funding to you or your authorized agent; all notices and communications to you may be effectively given by mailing through ordinary post addressed to you or your agent at the address as it appears on your Account, or by facsimile or electronic mail if requested by you or your agent. That notice, if posted, shall be deemed received seven days from the date of postmark.
EarlyBird Funding will provide Clients with email confirmations of individual securities transactions on request. EarlyBird Funding will maintain records of all account transactions for a minimum of 5 years and will make electronic copies available to Clients upon proper request.
Every transaction in your Account shall be deemed and treated as authorized and correct as ratified and confirmed by you unless EarlyBird Funding shall receive written notice to the contrary within business 15 days from the last day of the calendar month in which it is posted. It is your sole responsibility to request and review transaction summaries on a regular basis in order to meet the 15-business day notice period.
Unless instructed to do so by you, EarlyBird Funding will not vote on or in respect of the Securities or deliver any executed form of proxy to vote thereon or in respect thereof.
From time to time, companies in which you hold security positions may utilize OBS to communicate with you for the purpose of disseminating information, informing you of annual general meetings, delivering news releases, or for other purposes. You acknowledge that EarlyBird Funding takes no responsibility for the timely delivery of these messages, and that it is your responsibility to check the OBS system from time to time to retrieve these messages.
You acknowledge that the use of the internet is for our mutual benefit; the service provided shall not be used to impose liability for consequential damages or in any way increase the liability of either in the event of a failure to perform its obligations beyond what it would have incurred if these documents had not been delivered via the Internet.
EarlyBird Funding has sought to ensure that its electronic communications are secure according to industry standards. However, EarlyBird Funding cannot guarantee the delivery, security, timeliness, confidentiality, and compatibility or completeness of communication by Internet. Accordingly, you acknowledge that EarlyBird Funding shall not be liable for:
- any loss or damage suffered by you; and
- without limiting the generality of the foregoing, any loss of profits, revenues, or contracts, or any indirect, consequential, incidental damages howsoever caused or arising, incurred by you or any other, related to the transmission of documents via the Internet.
EarlyBird Funding endeavours to provide authorized clients with reliable and secure Online Services, including an electronic trading service. From time to time, interruptions, errors or other deficiencies in service may occur, due to a variety of factors, some of which are outside the control of EarlyBird Funding. These factors can contribute to delays or errors in service or system outages. Clients may experience difficulties in accessing their accounts and in placing and cancelling orders.
In no event will we, or our affiliates, be liable to you or others for any damages, direct, indirect, consequential or special, including, without limitation, all losses, costs, expenses, loss of profits, loss of business revenue or failure to realize expected savings arising from or out of the existence, furnishing, or functioning of our Online Services, or any act or omission in connection with your accessing our Online Services. We are not liable by reason of acting or failing to act due to an error in an order request actually received by us, or as a result of an order request not being received by us. We, or our affiliates, are not responsible for any losses, damages or personal injury that any person suffers as a result of you accessing OBS.
- Fees, Commissions and Interest
You agree to pay all costs associated with or incurred by your Account, including EarlyBird Funding’s commissions and fees, as they exist from time to time or are agreed to, as they apply to your Account, the transactions you enter into, and the services you receive. A current schedule of standard fees and commissions is available on the EarlyBird Funding website and may be changed without notice.
You agree that EarlyBird Funding reserves the right to charge your Account an annualized administration fee of up to 0.5% of Net Account Market Value, in arrears, upon the closing of an account that has generated little or no fees or commissions, in order to recoup costs related to the maintenance of the account and custody of assets.
You agree to indemnify EarlyBird Funding and its counterparties for legal fees and expenses directly related to the structuring, support and/or defence of your Account or the assets contained therein, and for fees and expenses related to any regulatory enquiry, legal action, litigation, or dispute, whether such situations occur or are anticipated. EarlyBird Funding shall be entitled to charge your Account for such fees without further notice. Such fees may include, but are not limited to, seeking a suitable counsel’s opinion in advance of a transaction; asking counsel for a legal opinion in respect of restricted stock; or costs incurred in order to defend EarlyBird Funding or the Account as a result of an action ordered by you, including buying or selling a security. EarlyBird Funding will provide copies of all invoices on request.
You agree that in instances where you are proposing to deliver out assets held within the Account and EarlyBird Funding is aware that action by regulatory authorities or litigation has been entered into or may reasonably be anticipated as a result of a transaction occurring in the Account(s), such that the amount remaining in the Account after such delivery may be insufficient to cover EarlyBird Funding’s reasonably anticipated costs (including legal fees) then EarlyBird Funding shall be entitled to withhold a reasonable sum to cover such costs. Such a withholding by EarlyBird Funding shall be for a period of time as is reasonably necessary to resolve the regulatory or litigation issues and EarlyBird Funding may place any amounts garnered from you in cash and into a separate account and shall pay you the remaining balance after the noted issues are resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in the Account, that asset may not be transferred out of the Account until the matter is resolved.
You understand that the daily debit balance in your Account shall be charged with interest at a rate published by EarlyBird Funding from time to time or agreed between the Client and EarlyBird Funding, and the "Cash" accounts incurring debits will be charged a higher "penalty" rate of interest. The published rate is subject to change without prior notification.
EarlyBird Funding, its affiliates, and agents, shall not be liable for any act, omission, error of judgment or loss suffered by you in connection with this Agreement save where such results from actual fraud or wilful misconduct on the part of EarlyBird Funding of its duties hereunder, such having first been determined and adjudged in accordance with the terms hereafter stated in paragraphs 14 and 16. You acknowledge and agree to indemnify and hold harmless EarlyBird Funding and any of its correspondents, affiliates, or agents from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements resulting in any way from performance or non-performance of its duties hereunder save where such arises as above described.
That if you authorize a third party to exercise any control over the Account, including but not limited to Powers of Attorney, Trading Authorization, or Discretionary Management, that you will hereafter indemnify, keep indemnified and hold harmless EarlyBird Funding from and against all actions, proceedings, claims, demands, costs, charges, liabilities and expenses whatsoever arising in consequence of the EarlyBird Funding’s reliance on the authorization and the actual and apparent authority thereby conferred on the third party, provided however that this indemnity shall be limited to actions proceedings, claims, demands, costs, charges, liabilities and expenses arising in consequence of acts of the third party taken prior to receipt by EarlyBird Funding of written notice of the revocation of the authorization.
Further you understand that the security may never be liquid and that there may never be a market to sell the securities. EarlyBird Funding makes no undertakings or warranties as to the implied value or marketability of any such securities.
- Joint and Corporate Accounts
EarlyBird Funding will accept Corporate Investor Accounts based on the rules and guidelines established in "EarlyBird Funding Guidelines for Corporate Investors."
By registering through the EarlyBird Funding investor registration system on behalf of a Corporation this EarlyBird Funding Investor Account is hereby the designated representative for said Corporation and is subject to the guidelines in EarlyBird Funding Guidelines for Corporate Investors.
Additionally, if you register as an individual, but attempt to Fund your EarlyBird Funding Investor Account with the bank account from a Corporation, EarlyBird Funding Compliance may contact you to supply the required documents for a Corporate Investor account and this individual Investor Account will become the Corporate Representative for that corporation.
Any question or difference which may arise concerning the construction, meaning or effect of this Agreement, or concerning the rights and liabilities of the parties hereunder, or any other matter arising out of or in connection with this Agreement shall be referred to a single arbitrator in Curaçao, to be agreed between the parties provided however that this provision will not be construed to oust the jurisdiction of the Courts of Curaçao in relation to proprietary rights of Clients in respect of Accounts. Failing such agreement within thirty days of the request by one party to the other that a matter be referred to arbitration, such reference shall be to an arbitrator appointed by the Senior Partner of a major accounting firm in Curaçao. The decision of such arbitrator shall be final and binding upon the parties.
You understand and agree that for our mutual protection we may electronically record any of our telephone conversations and archive all online transactions and information relating to your Account.
You acknowledge that EarlyBird Funding does not provide legal or tax advice, and agree that, to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to utilizing your EarlyBird Funding Account or implementing any financial plan.
You acknowledge that you have NOT and do not expect to receive any investment advice from EarlyBird Funding or any of its affiliates in connection with your trading.
You acknowledge that the use of the Company Forums and Company Blogs, Company Information Pages, and Investor Forums does not constitute any solicitation or investment advice and that EarlyBird Funding is not responsible for the content of these areas on its website.
All investment decisions are made solely by you. Notwithstanding anything in this Agreement, EarlyBird Funding accepts no responsibility whatsoever for and shall in no circumstances be liable to you in connection with such decisions. Use of the words "trust" and "trustee" within this Agreement apply only to the role of EarlyBird Funding and its affiliates as custodian.
In this Agreement, wherever the term ‘written notice’ is mentioned relating to the Client informing EarlyBird Funding, the following methods are acceptable: Postal Mail or Courier to: EarlyBird Funding, Attention: Customer Service Team, Zeelandia Office Park,Kaya W.F.G. Mensing 14, 2nd Floor, Willemstad, Curaçao; a message in the OBS addressed to Customer Service; a Customer Service ticket; or email to email@example.com
- Account Closure by Client
You may close your Account at any time by providing written notice. Closing the Account will not affect the rights and obligations of either party incurred prior to the date the Account is closed.
- Account Termination by EarlyBird Funding
EarlyBird Funding may close your Account at any time for any reason. In the case that EarlyBird Funding terminates your Account, a notice of closure and stock sale shall be sent to the email in your EarlyBird Funding records.
You agree that if the terminated Account has any stock holdings, EarlyBird Funding is authorized to sell all the stock on the open market and at the current market value and deposit the proceeds in your Account. Upon termination the total amount of cash in your Account, less any applicable fees, will be distributed to you via wire transfer to the bank account on record.
For promotional purposes EarlyBird Funding has created two types of Credits that can be distributed to Clients according to the published terms and conditions of a particular promotion.
The reward that Verified Investors and New Verified Investors may receive from a Promotion during the Promotional Period and Validation Period for satisfying the requirements of the Promotion. The EarlyBird Academy Credit has no value and is not valid until it is applied towards the purchase of stock in an IPO via EarlyBird Funding B.V. EarlyBird Academy Credit cannot be used for anything more than the share allocation requests and subsequent purchase of stock via EarlyBird Funding B.V. during the Claim Period and has no cash value. The EarlyBird Academy Credit cannot be used to place a buy order for the purchase of publicly traded stock; it can only be used for the purchase of stock offered in an IPO and via a pledge to purchase. EarlyBird Academy Credit has no monetary value outside of the EarlyBird Funding System.
The reward that the Verified Investor may receive from a Program during the Program Period for satisfying the requirements of Program. The Trading Credit has no value and is not valid until it is applied towards the purchase of stock via EarlyBird Funding B.V. Trading Credit cannot be used for anything more than the purchase of stock via EarlyBird Funding B.V. during the Claim Period and has no cash value. Trading Credit has no monetary value outside of the EarlyBird Funding System.
The terms and conditions of promotions that are currently valid are available at www.earlybirdfunding.com/terms
This Agreement shall be governed by and construed in accordance with the laws of Curaçao, and the client hereby irrevocably agrees that any legal suit, action or proceeding brought by him against EarlyBird Funding shall be brought in the courts of Curaçao. The client hereby accepts and irrevocably submits to the jurisdiction of the said courts and acknowledges their competence and agrees to be bound by any judgment thereof, provided that nothing herein shall limit EarlyBird Funding’s right to bring proceedings against the client elsewhere.
- Unenforceability of certain parts of this Agreement
If any part of this Agreement shall be held invalid or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired. We can unilaterally change this Agreement or the services that are available, with notice posted online.
This Agreement shall endure to the benefit of and shall be binding upon EarlyBird Funding and the client and their respective personal representatives, heirs, liquidators, successors and assigns. This Agreement shall survive and remain in effect notwithstanding any incidental, temporary or intermittent closing out, reopening or renumbering of any Account.
No action taken by EarlyBird Funding, nor any failure to take action or exercise any right, remedy or power available under this Agreement or otherwise shall be deemed to constitute a waiver or other modification of any of EarlyBird Funding’s rights, remedies or powers. This Agreement is subject to modification only by a further agreement in writing between EarlyBird Funding and the client.
You will reimburse EarlyBird Funding for the cost of collection of any debit balance or deficiency in connection with any of your Accounts including reasonable attorney’s fees and court costs. EarlyBird Funding will retain the authority to complete any transaction that may be pending at the time your Account is closed, without regard to the reason for the Account being closed.
EarlyBird Funding may assign its rights and duties under this Agreement to any of its subsidiaries or affiliates without prior notice; or to any other entity upon prior notice to you.
You understand and agree that the terms and conditions that your Account is subject to may change from time to time, as published by EarlyBird Funding on its website. Notice of amendments to this Agreement are deemed to have been made when sent via email to the email address which appears on EarlyBird Funding records for each account.
The headings of each provision of this Agreement are for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
The above stated rights of EarlyBird Funding are severable. In the event that one or more is unenforceable, such unenforceability shall not affect the whole.