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BFT Customer Agreement
This Customer Agreement is effective from March 6, 2023. For the Customer Agreement prior to this date.
IMPORTANT, PLEASE READ CAREFULLY: In order to open and operate a BFT Trading System account with BFT, you (the “Customer” or “you”) must agree to the terms and conditions of this Customer Agreement, as amended from time to time (the “Agreement”). Please read this Agreement in its entirety. If you agree to be bound by its terms and conditions, please accept the terms electronically via the registration page and continue on with the registration process. You may also opt to engage in spot cryptocurrency trading offered through a third-party provider as more fully set forth below.
In consideration of BFT (“BFT”) carrying one or more Accounts on your behalf, and providing services related thereto, BFT and you agree as follows:
- Definitions. In this Agreement, the following terms will have the following meanings:
(a) “Access Code” means your personal BFT account email address and password which uniquely identifies you and your Account to BFT and to the BFT System.
(b) “Account” means your account(s) with BFT.
(c) “Account Adjustment” means any debit or credit which BFT makes to your Account, as a result of, without limitation, any Funding Activity, Realized Profits, Realized Losses, Service Charge, Financing Charge, Financing Credit, Inactivity Fee, or BFT providing an Invalid Price quote.
(d) “Base Currency” means the base currency of your Account in such currency (or currencies) as are accepted by BFT from time to time.
(e) “Business Day” means any day in which the retail banks are open for business in the State of New York.
(f) “Close Out Order” means an Order closing out some or all of an Open Position.
(g) “Commission Charges” means the commission charged to your Account, calculated in accordance with Section 9(f) and the Price Sheet.
(h) “Core Pricing” means BFT’s optional commission-based pricing model for Trades as further described in Section 9(f).
(i) “Crypto Account” has the meaning set forth in Section 40.
(j) “Crypto Commission Charges” means the commission charged to your Crypto Account as set forth on the Price Sheet.
(k) “Crypto Services” means the cryptocurrency trading and custody services provided by BFT’s Crypto Services Provider.
(l) “Crypto Services Provider” means a third party service provider with which BFT has contracted or with which BFT may in future contract to provide the Crypto Services.
(m) “Delivery” means the Customer’s Settlement, incidental to one or more currency Trades, and pursuant to the Customer’s obligations thereunder, of all or part of any Open Position by effecting and accepting payment at designated bank accounts of the full nominal amount of each relevant currency; provided, however, BFT shall only be required to effect Delivery of certain specified currencies, as further described on the BFT Website.
(n) “Exchange Rate” means the rate at which BFT agrees to enter into a Trade with you.
(o) “Financing Charge” means a charge to your Account, calculated in accordance with Section 4.
(p) “Financing Credit” means a credit to your Account, calculated in accordance with Section 4.
(q) “Force Majeure” means any failure, disruption, or malfunction of the BFT trading system or related technological systems (other than the Customer’s) or events outside of BFT’s control such as riot, war, labor action, terrorism, natural disaster, political events or legal/regulatory changes.
(r) “Funding Activity” means either a deposit of funds to your Account (a “Deposit”), or a withdrawal of funds from your Account (a “Withdrawal”).
(s) “BFT Practice” means BFT’s proprietary on-line foreign exchange trading simulation program.
(t) “BFT” and “BFT Trading System” mean BFT’s proprietary online foreign exchange trading system.
(u) “Inactivity Fee” means a charge to your Account, calculated in accordance with Section 37.
(v) “Instructions” means any written, oral or electronic instructions which you (or your authorized agent) provide to BFT, and which BFT receives and believes, on reasonable grounds, originated from you (or your authorized agent), including without limitation, instructions BFT receives electronically through the BFT Trading System, by telephone or from the email address registered to your Account, as may be permitted by BFT from time to time pursuant to the terms of this Agreement.
(w) “Invalid Price” means an erroneous or otherwise incorrect Exchange Rate.
(x) “Margin Closeout” means the automatic closing of all your Open Positions by the BFT Trading System, which occurs when the current equity in your Account does not meet the Margin Requirement, or for any other reason, at BFT’s discretion.
(y) “Margin Requirement” means the amount of cash and/or other collateral which BFT requires you to deposit or maintain in your Account, as a security deposit for any Open Positions you may have. The Margin Requirement may vary given:
i) the number and size of, and the currency pairs traded in, the Open Positions in your Account;
ii) the Unrealized Losses or Unrealized Profits on such Open Positions at any given time; and
iii) BFT’s policies in place from time to time, as further described on the BFT Website at https://bfttrade.io
Exchange Rates. BFT will make available to you, via the BFT Trading System, the Exchange Rates at which BFT is offering to enter into Trades with you. Each Exchange Rate is valid only on the exact date and at the exact time that such Exchange Rate is presented to you. You acknowledge that in a rapidly changing market the Exchange Rate presented to you on the BFT Trading System may no longer remain in effect at the time your Order is executed at BFT’s trading system server, and you agree that any Trade resulting from the execution of such Order shall be at the Exchange Rate in effect at the time such Order is executed on BFT’s Trading System server. BFT makes no warranty, express or implied, that the Exchange Rates represent exchange rates available elsewhere in the market.
(c) Order Execution. Subject to your Account meeting the Margin Requirement, BFT will use reasonable commercial efforts to execute any Order you submit to BFT through the BFT Trading System, in accordance with its terms, and at the prevailing Exchange Rate at the time such Order is received at BFT’s Trading System server. BFT will have no obligation to execute any Order (other than a Close Out Order), including but not limited to any Order which would cause your Account to fail to meet the Margin Requirement.
(d) Trading Limits. BFT reserves the right to establish and change trading or leverage limits in its sole discretion and with or without notice. Such limits may include, but are not limited to, limits to the size of any Trade, the size of any Open Positions in your Account, the total number of Open Positions in your Account(s), and the number of Trades permitted within a set period of time. We may establish maximum exposure limits per client, with or without notice, including, without limitation, the right but not the obligation to enforce the closure of Positions to bring the exposure on your open Transactions within the prescribed limits. BFT reserves the right to refuse any Order which creates a new open Trade or increases an Open Position which exceed such limits, as well as to close any or all of your Open Positions if such limits are exceeded, in its sole discretion and with or without notice.
(e) Spreads. Spreads may widen or narrow at any time at BFT’s sole discretion. You acknowledge that markets are not static and that widened Spreads may result. You acknowledge that Spreads may widen at any time and there is no limit to how wide the Spread may be.
(f) Core Pricing. If you choose the Core Pricing option, BFT will charge your account the Commission Charges, in addition to any other charges or fees as set forth in this Agreement. As long as Core Pricing is in effect on your account, the Commission Charges will be assessed on all Trades executed by you in your Account.
(g) Rejection of Orders and Closure of Accounts. BFT may reject any Order you submit to BFT through the BFT Trading System or close any Open Positions without prior notice: (i) upon the occurrence of an Event of Default pursuant to Section 11(f); (ii) if you have insufficient funds (which includes any promotional credits) available in your Account to cover the Margin Requirement associated with an opening Transaction or maintaining an Open Position pursuant to Section 9(c), or you would breach any other limit placed on your dealings by us or required of us by applicable law; (iii) if any dispute arises concerning any Customer Trade; or (iv) in the event of any circumstances or developments that BFT, in its sole discretion, deems necessary or advisable for its protection.
10. Market Disruption or Regulatory Event. In the event of a market disruption, closure, or Force Majeure, BFT may do one or more of the following:
(a) halt access to the BFT Trading System;
(b) prevent you from making a Transaction, including closing any Open Positions;
(c) refuse to accept any Order that has not been executed; or
(d) close any Open Positions.
Following any such event, when trading resumes, you acknowledge that Rates may differ significantly from those Rates that were available prior to the halt in trading and Pending Orders may not be executed at the specified price.
11. Additional Trading Rights and Restrictions.
(a) Initiation and Confirmation of Transactions. Any Order you enter into the BFT Trading System, and any Trade executed by BFT under this Agreement shall be initiated electronically in accordance with Section 8, and various communications including the BFT Website in effect at the time of the initiation of any such Order or Trade as modified by any additional instructions or amendments then posted on the BFT Website. Once BFT has received your Order or executed a Trade, it will display a confirmation electronically through the BFT Trading System detailing the particulars of such Order or Trade. The failure by BFT to provide such confirmation shall not prejudice or invalidate the terms of such Order or Trade. You agree that it is your responsibility to review the various BFT communications and any trading instructions on the BFT Website prior to submitting your first Order to the BFT Trading System, and to regularly review the foregoing for amendments. You acknowledge that BFT may, in its sole discretion, make changes to any trading instructions on the BFT Website and that such changes will be binding upon you.
(b) Transactions Made by Telephone. Notwithstanding the provisions of Section 11(a), BFT may, in its sole discretion, accept Transactions made by telephone. Where BFT accepts a Transaction made by telephone, BFT will confirm such Transaction by delivering a confirmation message to the email address registered on your Account. BFT will have no obligation to accept any Transaction made by telephone, regardless of whether or not BFT accepted similar Transactions made by telephone in the past.
(c) Right of BFT to Initiate Close Out Orders. BFT may, without notice to you, unilaterally initiate and execute one or more Close Out Orders for some or all of your Open Positions, in the event that the value of the assets in your Account is determined by the BFT Trading System to be less than the Margin Requirement or for any other reason in BFT’s sole discretion.
(d) Right to Convert Realized Loss or Profit to Base Currency. Unless the Customer directs otherwise with respect to any specific Delivery, where a Close Out Order results in Realized Loss or Realized Profit in a currency other than your Account’s Base Currency, you authorize BFT to convert such Realized Loss or Realized Profit into your Account’s Base Currency at BFT’s prevailing Exchange Rate at the time such Close Out Order is executed at BFT’s Trading System server.
(e) Special Handling for Large Transactions. …
(f) Event of Default. …
(g) Additional Rights of BFT. …
12. Invalid Price Account Adjustments.
(a) In the event BFT quotes an Invalid Price, …
(b) Notwithstanding anything to the contrary in this Agreement …
13. Representations and Warranties. …
14. Risk Acknowledgement.
(a) You acknowledge that currency trading, including but not limited to margined currency trading, …
(b) You acknowledge that you are solely and exclusively responsible for the control, operation and security of Transactions and communications made through your use of the BFT Trading System.
(c) You acknowledge that there are risks associated with utilizing an Internet-based deal execution trading system …
(d) You acknowledge and understand that there are risks involved in trading foreign exchange contracts …
(e) You acknowledge and represent that you have read and that you agree to the terms of the Risk Disclosure Statement on the BFT Website, as well as the risk disclosures contained elsewhere on the BFT Website including, but not limited to, the BFT Additional Disclaimer, the Terms and Conditions of this Offer, the MT4 and Third Party Software Agreement and the API License Agreement.
15.Covenants. You covenant to BFT that:
(a) You will at all times obtain and comply with the terms of, and do all that is necessary to maintain in full force and effect, all authorizations, approvals, licenses and consents required to enable you to lawfully perform your obligations under this Agreement; and
(b) You will notify BFT immediately, if at any time, any of your assets become subject to the fiduciary responsibility sections of ERISA.
16. Additional Responsibilities. In addition to the obligations and responsibilities set out herein, you shall immediately advise BFT where you know or suspect that:
(a) Your Access Code has been lost or stolen or that someone has executed a Transaction on your Account without your permission;
(b) A Transaction has been executed in error; or
(c) There is an error in any statement relating to your Account.
17. Remedy. At any time, in BFT’s sole discretion and without prior notice, BFT may apply any or all of the funds in your Account to any indebtedness or other obligation owing by you to BFT.
18. Set-off and Withdrawal by BFT. BFT is entitled, and you hereby irrevocably authorize BFT without notice to you, from time to time to deduct from and retain out of your Account and appropriate for BFT’s use any amount necessary in satisfaction of any Realized Loss and/or any other moneys then due and payable by you to BFT under this Agreement or arising from any Trade. Additionally, BFT may, and you hereby irrevocably authorize BFT without notice to you, from time to time to use the funds in your Account as margin collateral with BFT’s trading partners (each a “Bank”), only for the purpose of hedging BFT’s exposure in relation to your trading activity. You acknowledge that in the event of the failure or default of a Bank, BFT’s capital may not be sufficient to cover the entire loss of such margin collateral, and you agree to bear the risk of the uncovered portion of the loss in such case.
19. Protection of the Account. You will, whenever required by BFT and at your own expense, take or defend all such legal proceedings as BFT may think advisable for the protection of the Account or its assets. You agree to indemnify and save BFT harmless for any costs or expenses (including but not limited to any legal expenses) which BFT may suffer or incur should BFT be required to take or defend any such legal proceedings on your behalf, or as a result of any of your acts and/or omissions.
20. BFT’s Certificate. A certificate given at any time under the hand of any person authorized by BFT for that purpose, as to the amount of and balance in the Account, the rates from time to time determined by BFT for the purpose of Section 4, the amount of any Realized Loss or Realized Profit, any determination or calculation by BFT, or the exercise by BFT of any of its rights under this Agreement, in the absence of fraud or manifest error, will be conclusive as to the contents thereof and binding on both you and BFT.
21. BFT’s Rights. You acknowledge that:
(a) Your rights in respect of your Account and each Transaction are personal to you and that you will not assign these rights to any third party, nor will you grant to any third party any security interest in your Account or in any Transaction, without the prior written consent of BFT, which consent BFT may withhold in its sole discretion. You further acknowledge that any purported assignment or security interest granted without the prior written consent of BFT will be of no force or effect and will not vest in any third party any right, title or interest therein;
(b) The rights of BFT under this Agreement are in addition and without prejudice to its legal and equitable rights of set-off; and
(c) Nothing in this Agreement or in the conduct of the Account will affect any right of BFT to combine the Account with any other account or liability of yours with or to BFT or to enforce any lien or other right to which BFT may be entitled at any time and whether arising under this Agreement, or under any agreement (express or implied), or by operation of law or custom.
22. Governmental and Interbanking System Rules. All transactions under this Agreement (including but not limited to any Transactions) shall be subject to all applicable federal and state laws and regulations. If any statute shall be enacted or any rule or regulation shall be adopted by any governmental authority (including without limitation the United States Federal Reserve, Commodity Futures Trading Commission or National Futures Association), or any other organization which oversees the foreign exchange industry, which shall be binding on BFT and shall affect in any manner or be inconsistent with any of the provisions of this Agreement, the affected provisions of this Agreement shall be deemed modified or superseded, as the case may be, by the applicable provisions of such statute, rule or regulation, and all other provisions of this Agreement, and the provisions so modified, shall in all respects continue in full force and effect.
23. Intellectual Property. The BFT Trading System is licensed, not sold. You have no ownership rights in the services or materials provided pursuant to this Agreement, which are owned by BFT or its licensors, and are protected under patent, copyright, trade secret, trademark and other intellectual property laws and applicable laws. For the term of this Agreement BFT grants you a limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to use the BFT Trading System solely for the purpose of using the BFT services provided in accordance with this Agreement. Title, ownership rights and intellectual property rights in and to the BFT Trading System are protected by the laws of the United States and international treaty provisions. If you become aware that the BFT Trading System is being used in a manner not authorized by this Agreement you agree to immediately notify BFT in writing or by email. You may not, under any circumstances, rent, lease or sublicense the BFT Trading System. You may not reverse engineer, decompile, disassemble or modify the BFT Trading System nor attempt to gain knowledge of the source code of the BFT Trading System in any manner whatsoever. Subject to a written agreement between you and BFT to the contrary, you may only use the BFT Trading System for your own personal use. You may not redistribute any currency exchange rates contained within the BFT Trading System. All copyright, trademarks, service marks, trade secrets and other intellectual property rights in the BFT Trading System shall remain at all times the sole and exclusive property of BFT and you shall have no right or interest in or to the BFT Trading System, except the right to access and use the BFT Trading System as provided for in this Agreement. All rights not expressly granted to you are reserved to BFT.
24. LIMITATION OF LIABILITY. NEITHER BFT NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, DAMAGES, COSTS OR EXPENSES, INCLUDING ATTORNEYS’ FEES, CAUSED, DIRECTLY OR INDIRECTLY, BY ANY EVENTS, ACTIONS OR OMISSIONS, INCLUDING, WITHOUT LIMITATION, CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, RESULTING FROM CIVIL UNREST, WAR, INSURRECTION, INTERNATIONAL INTERVENTION, GOVERNMENTAL ACTION (INCLUDING, WITHOUT LIMITATION, EXCHANGE CONTROLS, FORFEITURES, NATIONALIZATIONS, DEVALUATIONS), NATURAL DISASTERS, ACTS OF GOD, MARKET CONDITIONS, INABILITY TO COMMUNICATE WITH ANY RELEVANT PERSON, INCORRECT OR ERRONEOUS EXCHANGE RATES OR ANY DELAY, DISRUPTION, FAILURE OR MALFUNCTION OF ANY TRANSMISSION OR COMMUNICATION SYSTEM OR COMPUTER FACILITY, WHETHER BELONGING TO YOU, BFT, ANY MARKET, OR ANY SETTLEMENT OR CLEARING SYSTEM. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS YOU MAY SUFFER AS A RESULT OF USING, OR ACCESSING THE BFT TRADING SYSTEM. UNDER NO CIRCUMSTANCES SHALL BFT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, SUPPLIERS OR DISTRIBUTORS BE LIABLE UNDER THIS AGREEMENT TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF BFT HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. ABSENT BFT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BFT’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY LOSS, COSTS, CLAIMS OR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AVERAGE BALANCE OF YOUR ACCOUNT THROUGHOUT THE PERIOD DURING WHICH THE EVENTS UNDER DISPUTE OCCURRED.
25. No Representation or Warranty. BFT makes no representation or warranty, either express or implied, with respect to Third Party Software, including their quality, performance, merchantability, fitness for a particular purpose or that they are error free. You acknowledge that, in using Third Party Software to access your Account, you assume full responsibility and the entire risk of loss you may suffer as a result of using, or accessing, such Third Party Software. In no event will BFT be liable to you or any third party for any claims, losses, costs or expenses (including attorneys’ fees), or direct, indirect, special, incidental, punitive or consequential damages arising out of the use of, or inability to use, Third Party Software, even if advised of the possibility of such damages, except as required by regulation or law.
26. Termination. This Agreement shall continue and be in effect until terminated as provided for in this Section 26.
(a) Termination Without Cause. Either party to this Agreement may terminate this Agreement without cause on no less than three (3) Business Days prior written notice to the other party to this Agreement.
(b) Termination for Breach. BFT may, at its option, terminate this Agreement without further written notice if:
i) you die or are subject to any judicial declaration of incompetence;
ii) you commit a breach of any covenant, term or condition of this Agreement;
iii) any representation or warranty made by you in this Agreement shall prove to be or have been incorrect or misleading in any material respect;
iv) you revoke or withdraw your consent to conduct business electronically which you gave pursuant to Section 39;
v) you engage in any Transaction in violation of any applicable federal or state law or regulation, or otherwise violate any applicable law or regulation;
vi) you make any assignment in bankruptcy or make any other assignment for the benefit of your creditors, are adjudged bankrupt or file a petition or proposal to take advantage of any act of insolvency;
vii) there is a seizure of your Account by any federal or state regulatory agency or law enforcement authority; or
viii) a trustee, receiver, receiver and manager, interim receiver or other entity with similar powers is appointed for you or in respect of all or of any material portion of your property or assets.
27. Effect of Termination. In addition to any other rights under this Agreement, upon termination of this Agreement for any reason whatsoever, BFT shall:
(a) Cancel all your outstanding Orders and initiate Close Out Orders for all your Open Positions without further notice to you and without liability;
(b) Deduct from your Account all unpaid amounts you owe to BFT; and
(c) Thereafter, refund all amounts remaining in the Account, if any.
28. Indemnity. You hereby indemnify BFT, and agree to save BFT harmless against all losses, damages, costs, charges, taxes and expenses (including, but not limited to, legal fees and including legal fees and costs incurred by BFT due to intra-party claims) which BFT may sustain or incur in respect of or as a result of:
(a) Your breach of any of the terms and conditions of this Agreement;
(b) Any representation or warranty given or deemed to be given by you under this Agreement being or becoming untrue;
(c) Any Transaction, or any obligation of you to BFT under this Agreement, being or becoming illegal or otherwise void or voidable;
(d) Any breach of fiduciary or similar duty by you; or
(e) Your failure to fully and timely perform your obligations under this Agreement.
29. Joint Account. If your Account is a joint account, you (collectively the “Joint Owners”) acknowledge that:
(a) All of the Joint Owners shall be jointly and severally liable for the obligations assumed in this Agreement;
(b) Any one or more Joint Owners shall have the authority to act on behalf of all Joint Owners, all without notice to the other Joint Owners;
(c) Each Joint Owner hereby appoints each and every other Joint Owner as his/her agent and confers upon each and every Joint Owner the broadest possible power with respect to the Account;
(d) BFT is authorized to act on the Instructions of any Joint Owner, without further inquiry with regard to all Transactions, including without limitation, any Funding Activity, the placement of Orders, entering into of Trades, and the disposition of any or all assets in the Account. BFT shall have no responsibility for further inquiry into such apparent authority, and shall bear no liability for the consequences of its acts or omissions made in reliance upon any such Instructions;
(e) Each Joint Owner agrees to indemnify and save BFT harmless from and against any and all claims that may arise as a result of BFT following the Instructions given to it by any Joint Owner;
(f) In the event of the death or legal incapacity of any Joint Owner, the survivors shall immediately give BFT notice thereof and BFT may, before or after receiving such notice, take such action, require such documents, retain such assets and/or restrict such Transactions as BFT deems advisable, in its sole discretion, to protect itself against any tax, liability, penalty or loss. The estate of the deceased Joint Owner and the surviving Joint Owners shall continue to be liable, jointly and severally, to BFT for any obligations incurred prior to BFT’s receipt of written notice of the death of such Joint Owner, or for any costs incurred by BFT, including reasonable attorney fees, in the liquidation of the Account, or adjustment of the interests of the surviving Joint Owners; and
(g) Unless the Joint Owners advise BFT in writing to the contrary, the Account shall be deemed Joint Tenants with Right of Survivorship and in the event of the death of a Joint Owner, the entire interest in this Account shall be vested in the surviving Joint Owners on the same terms and conditions as previously held, without in any manner releasing the deceased Joint Owner from liability under this Agreement.
30. Telephone Recordings. You agree that BFT may electronically record any telephone conversations between you and BFT without notice to you and that any such electronic recordings may be submitted in evidence in any proceedings relating to this Agreement or any Transaction, and that such electronic recordings, at BFT’s option, will be taken to be the preferred evidence of the terms of that Transaction, notwithstanding the existence of any writing or other electronic record to the contrary.
31. No Investment Advice. You acknowledge and agree that:
(a) No communication, written or oral, made by or received from BFT shall be deemed to be an assurance or guarantee as to the expected results of any Transaction;
(b) No information provided to you by BFT shall be considered nor construed as investment advice, and no amounts paid by you to BFT shall be attributable to any advice provided by BFT;
(c) BFT has made no representations concerning the tax implications or treatment of any Transaction; and
(d) BFT is not acting as your fiduciary or advisor in respect of any Transaction.
32. Account Manager. In the event that you wish to permit a third party (an “Account Manager”) to operate your Account, you agree that:
(a) Prior to such Account Manager operating your Account, you will deliver to BFT a copy of BFT’s Limited Power-of-Attorney document signed by both you and the Account Manager;
(b) BFT has no responsibility to review your choice of Account Manager, nor to advise you of such Account Manager’s reputation, operating methods or trading record;
(c) You shall provide such Account Manager with