EFTA Document EFTA01375729

(.) as a result of your reliance upon any instructor's. notices and communications that you believe to be of an indvidual authorized lo eel on our behalf, (4 as a result of any delay in the performance a naverlamance of any of your obligate:cis hereunder directly a indreaty caused by I he occurrence of any contingency beyond your control. induct:lg. but not linked to, the unschecbled cbsure of an exchange. delays on the Transmission or communication of orders due to Systems Failures a failures of Iransrmssens or communication facilites, execulon andfix tracing systems. Including Aulanated Systems a other systems. government resInclions, market movements, suspensions of trading, wars or stnkes, d being understood that you shell be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such owsrence to remedy the effects therefrom, (v) as a resist' of any action taken by you or an your behalf, or your failure lo act, if such action or inacten is necessary to comply will any ride a with applicable We; (88 as a result of your selectee, use monitoring a operation of any Automated System, your failure to inbrm us of any System Faeure a in hiking action to prevenl a °affect any such System Failure, or your failure to inbrm us of (a) any deceion to use, not use or cease using any Aubmaled System. (b) the characteristics. functions, dasgn or purpose of any Automated System, a (c) any specific risks inherent in any Automated System, or (ye) for any acts a omissions of those neither employed nor supewrsed by you You shall not be responsble for any loss liability, Carnage. cost or expense except to the extent that such loss. lobby. damage, oast or expense arises from your gross neglgence or willful msoanducl 13 Whenever any law a regulation is adopted which affects a is inconsistent with any pronsion hereof, such provision shall be deemed modfed or aperseded, as he case may be, by such taw or regulation, and such provisions as so modified a sucerseded aid all other pro yews hereof shall ri all respects continue in ful force and effect Al other agreements existing betereen us or hereafter made which. by tee protean. apply to any of our tarractean and account(s) with you. shall be applicable to any of our options transactons and acmunts) where they are not n conflict with this Agreement. Should such a conflict fuel it shall be resolved in favor o f this Agreement Othentase, the acnnsions of each agreement shall be applicable 14 This Agreement and rts enforcement shall be governed by the laws of the Stale of New York, without respect to contlicls of laws principles, and its provisions shall be continuous. shall cover all options transactons hereunder. arid al accounts which we may open with you, shall inure to your benefit and the benefit of your successors and assigns, and shah be bndng dzon us and our successors and assigns, but no assignment shal release us torn any of our oblgabons hereunder The exclusive venue for commencing 'negation relating to the Agreement shal be New York, New York Written notice of revocaton of the Agreement shal not release either of us tom any obligations hereunder arising prior to the actual receipt of such notice by the other AGREED AND ACCEPTED: Client WSW fella Cr SO 15 ANY DISPUTE ARISING CUT OF, RELATING TO OR N CONNECTION WITH OUR ACCOUNT. ANY TRANSACTION BETWEEN US OR THIS AGREEMENT SHALL BE D ETERMINED BY ARBITRATION WE AND YOU AGREE TO ABIDE BY THE FOLLOWING (i) ARBITRATION IS FINAL AND BINDING, (ir) THE PARTES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT. INCLUDING THE RIGHT TO A JURY TRIAL (1) PRE- ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED TWIN AND DIFFERENT FROM COURT PROCEEDINGS; (iv) THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK ACCIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED; AND (v) TFE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE CR ARE AFFILIATED WITH THE SECURITIES INDUSTRY ANY ARBITRATION SHALL BE CONDUCTED NI NEW YORK AND ONLY BEFORE A SELF-REGULATORY ORGANIZATION (SRO) CF WHICH YOU ARE A MEMBER. WE HAVE TIE RIGHT TO ELECT THE SRO, BUT F WE FAL TO MAKE 5101 ELECTION BY CERTFED LETTER ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE THE EXPRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION TEEN YOU MAY MAKE SUCH ELECTION NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT BY YOU TO AN AWARD OF PUNITIVE DAMAGES. THE AWARD OF TIE ARBITRATORS. OR TEE MAJORITY OF TEEM, SHALL BE FINAL AND JUDGMENT !YON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION. WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTL TIE CLASS CERTIFICATION IS DENIED, (ii) THE CLASS IS DECERTFIED. OR (s) THE CUSTOMERS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALLNOTCONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH IS. FOR PURPOSES HEREOF, "YOU' AND 'YOUR" INCLUDES DEUTSCHE BANK SECURITIES INC. (DBSI) AND ANY AFFILIATES, INCLUDING DEUTSCHE BANK AG. LONDON BRANCH AND NEW YORK BRANCH. THAT ASSIST DBSI IN FULFILLING ITS OBLIGATIONS AND RESPONSIBILITIES HEREUNDER. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0071303 SDNY_GM_00217487 EFTA01375729