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EarlyBird Funding is a Listing Advisor, Broker and Member of the Dutch Caribbean Securities Exchange N.V. ("DCSX").

TERMS OF SERVICE

Last updated April 2018

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:

 

  1. General Provisions

 

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).

 

  1. Online Service

 

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.

 

  1. 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.

 

  1. AML/CTF Compliance

 

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.

 

  1. Background Checks

 

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.

 

  1. 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.

 

  1. IPO Allocation Requests

 

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.

 

  1. Funding and Withdrawals

 

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.

 

  1. 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.

 

  1. Source of Funds

 

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.

 

  1. Custody of Client Assets

 

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.

 

  1. 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.

 

  1. Authorized Access

 

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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. Unsolicited Orders

 

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.

 

  1. Sophisticated Investing

 

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.

 

  1. Account Adjustments

 

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.

 

  1. Privacy of Information

 

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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

We may

 

  • 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.

 

  1. Security

 

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.

 

  1. Online Trading

 

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.

 

  1. Account Statements

 

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.

 

  1. Trade Confirmations

 

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.

 

  1. Voting and Proxies

 

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.

 

  1. Company Communication

 

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.

 

  1. Use of Internet

 

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.

 

  1. Systems Not Guaranteed

 

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.

 

  1. 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.

 

  1. Indemnities

 

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.

 

  1. Liquidity

 

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.

 

  1. 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.

 

  1. Grievances

 

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.

 

  1. Recording and Archiving

 

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.

 

  1. Tax Advice

 

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.

 

  1. Non-Solicitation

 

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.

 

  1. Investment Advice

 

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.

 

  1. Written Notice

 

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 executive@earlybirdfunding.com

 

  1. 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.

 

  1. 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.

 

  1. Credit

 

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.

 

  1. EarlyBird Academy Credit

 

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.

 

  1. Trading Credit

 

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

 

  1. Jurisdiction

 

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.

 

  1. 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.

 

  1. General

 

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.

EARLYBIRD FUNDING COMPANY AGREEMENT TERMS AND CONDITIONS

 

This Terms of Service ("Agreement") should be read carefully before using the services offered by EarlyBird Funding B.V. and those of its subsidiaries and affiliates (collectively "EarlyBird Funding") or accessing the websites of DCSX or those of its subsidiaries and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.earlybirdfunding.com (the "Site") and the services owned and operated by EarlyBird Funding (collectively with the Site, the "Service"). By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by EarlyBird Funding from time to time on the Site, each of which is incorporated by reference and each of which may be updated by EarlyBird Funding from time to time without notice to you.

 

Your use of the Site is governed by the version of this Agreement in effect on the date of use. EarlyBird Funding may modify this Agreement at any time and without prior notice. Your continued use of and access to the Site constitutes your acknowledgement of, and agreement to, the then current Terms of Service and to having reviewed the most current version of the Terms of Service. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and EarlyBird Funding, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with EarlyBird Funding, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement and/or EarlyBird Funding's Privacy Policy, you are not eligible to participate in EarlyBird Funding's Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including applicants ("Applicants"), listed companies ("Companies") and investors ("Investors"), who in any way use the Site or Service provided by EarlyBird Funding (in each case, a "User").

 

EarlyBird Funding reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and EarlyBird Funding does not undertake any obligation or responsibility to update or amend any such information. EarlyBird Funding further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that EarlyBird Funding and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

 

 

  1. Qualifications

 

The Service is available only to Users who are at least 16 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EarlyBird Funding may, in its sole discretion, refuse to offer the Service or limit access to specific features of the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify EarlyBird Funding for violations of this Agreement.

 

 

  1. Stock Products

 

The purchase and sale of publicly traded stock on this Site is only suitable for Investors who are familiar with and willing to accept the high risk associated with start-up investments. Companies seeking investment on EarlyBird Funding tend to be in earlier stages of development and may not yet been fully tested in the public marketplace. Investing in start-ups and small businesses requires high risk tolerance and active engagement. Investors must be able to afford to lose their entire investment. 

 

The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not insured and may lose value, and there is no bank or legal guarantee.

 

None of the information contained in the publicly available or non-trading portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared by without reference to any particular User's investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where EarlyBird Funding is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.

 

 

  1. Fees

 

EarlyBird Funding charge fees for its Services. Before any fee is charged, the User will have to accept that charge through an action which they perform on the Site. Once accepted, the User agrees to the immediate withdrawal of the applicable fee from their Account. The User shall receive a receipt of the charge via email as well as documentation in their EarlyBird Funding Account. For example, EarlyBird Funding charges a fee for each executed trade. When the Investor places the order to purchase or sell the stock, they accept the documented charges for that service.

 

 

  1. Modification of Agreement

 

EarlyBird Funding reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Such modification shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended. EarlyBird Funding may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes.

 

 

  1. Proprietary Rights

 

The EarlyBird Funding logo is a trademarks and service mark of EarlyBird Funding. EarlyBird Funding or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon ("Content"). The Site contains the copyrighted material, trademarks and other proprietary information of EarlyBird Funding and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of EarlyBird Funding. 

 

In addition, to the extent you receive information from EarlyBird Funding, Applicants, Companies or Investors with respect to any Investment activity on the Site; you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such party. You agree that EarlyBird Funding may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to:

 

  1. comply with any applicable law, regulation, legal process, or governmental request;
  2. respond to claims that any Content violates the rights of third parties, including intellectual property rights;
  3. enforce this Agreement and investigate potential violations thereof;
  4. detect, prevent, or otherwise address fraud, security, or technical issues;
  5. respond to your requests for customer service;
  6. make recommendations on how to better utilize the Services or
  7. protect the rights, property, or personal safety of EarlyBird Funding, its users, or the public.

 

 

  1. Authorized User

 

Our Services and certain pages of the Site are available only to Applicants, Companies and/or Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of additional information, submittal of legal documentation and satisfactory background information screening and/or identification verification. Only users of EarlyBird Funding with a valid User ID and password are authorized to access such services and web pages.

 

Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party's use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us, and we have had a reasonable opportunity to act on that notice. EarlyBird Funding reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

 

Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at executive@earlybirdfunding.com

 

 

  1. Use of Links

 

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under EarlyBird Funding's control, and you acknowledge that EarlyBird Funding is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by EarlyBird Funding or any association with its operators. You further acknowledge and agree that EarlyBird Funding shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the EarlyBird Funding Site and Service.

 

 

  1. Third-Party Content

 

Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively "Third-Party Content"). EarlyBird Funding does not control, endorse, investigate, or adopt any Third-Party Content, and makes no representations or warranties of any kind regarding the Third-Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that EarlyBird Funding is not responsible or liable in any manner for any Third-Party Content or your reliance upon Third-Party Content. Users use such Third-Party Content at their own risk. 

 

EarlyBird Funding has the unilateral right to hide content if in their sole discretion they deem the information to be spam or overly commercial in nature or inaccurate and potentially damaging to the successful operation of the Service or to the value of a Company's share price. Users shall have the right to flag content as inappropriate as well and EarlyBird Funding can choose to hide that content.

 

 

  1. Trade Execution

 

EarlyBird Funding has the unilateral right to pause or restrict trading of a specific Company if they feel it is necessary to prevent drastic changes in the price of the stock. EarlyBird Funding also reserves the right to monitor all trades that take place and prevent an Investor from trading a particular stock if EarlyBird Funding feels that the Investor is unfairly manipulating the value of the stock.

 

 

  1. Copyright Policy

 

If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify EarlyBird Funding as soon as possible by sending an email to executive@earlybirdfunding.com with the following information in accordance with Section 512(c) of the Copyright Act:

 

  • a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  • identification of the copyrighted work claimed to have been infringed;
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • your contact information, including your address, telephone number, and an email address;
  • a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

 

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, EarlyBird Funding will also terminate a User's account if the user is determined to be a repeat infringer.

 

 

  1. Privacy

 

EarlyBird Funding is committed to protecting the privacy of its users and has developed a detailed Privacy Policy that describes our practices and procedures regarding your data. The Privacy Policy is available at here and is incorporated herein by reference. Please review the Privacy Policy before accepting this Agreement.

 

By registering with or using EarlyBird Funding Services, you consent to the collection and use of your personal information and the transfer of this information to the United States or other countries for processing and storage by EarlyBird Funding.

An Investor which owns stock in a specific Company grants EarlyBird Funding the explicit right to share their information with the designated representative of that Company. The Company shall agree that any direct communication with the shareholder is for the sole purpose of informing them of any issues effecting or pertaining to their ownership interest in the Company.

 

 

  1. Limitations on Service

 

While it is our goal at EarlyBird Funding to provide you with a useful, stable and available service, we cannot guarantee that there will be no unforeseen difficulties, technical or otherwise, which may, in rare cases, result in service interruptions or loss of data. For this reason, EarlyBird Funding Services are provided strictly on an 'as is' basis. By accepting this Agreement, you agree that neither EarlyBird Funding nor any of its third-party service providers will be held accountable for any delays in transmission of your data, data loss, service interruptions or retention of user settings. For a brief overview of our policies regarding the safeguarding of your data, please view our Privacy Policy.

 

 

  1. Termination

 

EarlyBird Funding may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. If the terminated Account has any stock holdings, then EarlyBird Funding is authorized to sell all the stock on the open market and at the current market value and deposit the proceeds in the Users Account. Upon termination the total amount of the Users account, minus any fees, will distributed to the User either electronically or via check.

 

 

  1. Warranty Disclaimer

 

EarlyBird Funding has no special relationship with or fiduciary duty to you. You acknowledge that EarlyBird Funding has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EarlyBird Funding from all liability for you having acquired or not acquired Content through the Site. EarlyBird Funding makes no representations concerning any Content contained in or accessed through the Site, and EarlyBird Funding will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

 

EarlyBird Funding neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site. 

 

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.

 

EarlyBird Funding makes no representation or warranty, express or implied, with respect to any third-party data provided to EarlyBird Funding or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. EarlyBird Funding will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third-party data or the transmission or delivery of any such third-party data and any loss or damage arising from;

 

  1. any such inaccuracy, error, delay or omission;
  2. non-performance; or
  3. interruption in any such third-party data due either to any negligent act or omission by EarlyBird Funding or "force majeure" or any other cause beyond the control of EarlyBird Funding.

 

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

 

Electronic Communication Privacy Act Notice (18usc 2701-2711): EarlyBird Funding makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. EarlyBird Funding will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EarlyBird Funding's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

 

 

  1. Indemnification

 

You shall defend, indemnify, and hold harmless EarlyBird Funding, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. EarlyBird Funding reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EarlyBird Funding in asserting any available defences.

 

 

  1. Limitation of Liability

 

IN NO EVENT SHALL EarlyBird Funding, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

 

  1. Governing Law; Arbitration

 

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the Country of Curacao, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and EarlyBird Funding, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the Arbitration Institute of the Netherlands Antilles ("AINA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator, then AINA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against EarlyBird Funding only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

 

 

  1. Registration Data; Account Security

 

In consideration of your use of the Site, you agree to;

 

  1. provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data");
  2. maintain the security of your password and identification;
  3. maintain and promptly update the registration Data, and any other information that you provide to EarlyBird Funding, to keep it accurate, current and complete; and
  4. accept all risks of unauthorized access to the Registration Data and any other information you provide to EarlyBird Funding.

 

 

  1. Integration and Severability

 

This Agreement is the entire agreement between you and EarlyBird Funding with respect to the Service and use of the Site and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EarlyBird Funding with respect to the Site. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

The English language version of this Agreement shall be the prevailing version in the event of any discrepancy between any translated versions of this Agreement.

EarlyBird Funding B.V. is not a registered broker-dealer under the U.S. Securities Exchange Act of 1934, as amended (the "1934 Act") and under applicable state laws in the United States. In addition, EarlyBird Funding is not a registered investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act" and together with the 1934 Act, ("the Acts"), and under applicable state laws in the United States. Accordingly, in the absence of specific exemption under the Acts, this website and its respective contents do not constitute an offer or invitation to sell, purchase or subscribe for, any securities or any other banking, investment, insurance or other product or service to U.S. Persons. Any brokerage and investment advisory services described herein are not intended for U.S. Persons. Furthermore, any solicitation on this web site of any other banking, investment, insurance or any other products or services is not intended for U.S. Persons. "US Persons" are generally defined as a natural person, residing in the United States for 6 months or more per year or any entity organized or incorporated under the laws of the United States. US Citizens living abroad may also be deemed "US Persons" under certain rules. For the specific meaning of "US Persons" we refer to relevant US laws and regulations mentioned above. Neither any content of this website, nor any copy of documents available through this website may be sent to or taken into the United States or distributed in the United States or to a US Person.