EFTA Document EFTA01375205

0,i as a result of your niiianoe upon any instructions, notices and ocmounisa dens that you befeve to be of an indwidual authorized to act on our behalf; (iv) as a tissue of any delay in the performance or non-performance of any of your obfgations hereunder directly or Idirecty caused by t he occurrence of any contivency beyond your conkot inctudng, but not united to, the unscheduled closure of an exchange, delays in the mansrnissbn or communication of orders due to Systems Failures or laikaes or transmissiccts or communication Isolates. execution and/or trading systems, mcisting Automated Systems a other systems, government restrictions, market movements, suspensions of trading, wars or stakes. It being understood that you shall be excused from performance of its obligations hereunder for such period of time as is reasonably wintery after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by you or on your behalf, or your faille to ad, II such action or insCion s neiwicary to comply with any rule or with applicable law, (v) as a result of your selection, use, monitoring or operation of any Automated System, your failure to inform us of any System Failure or in taking action to prevent or correct any such System Failure, or your failure to inform us of (a) any decision to a not use or cease ale any Automated System. (b) the tharacterisfics, functions, design or purpose of any Automated System. a (c) any specific risks inherent Many Automated System or (v4 for any acts or omissions of those neither employed nor supervised by you. You Pm' not be responsible lot any loss. liability, damage. cost or expense except to the extent that such loss, Work damage. cost or expense arises from your gross negligence or willful misconduct. 13. Whenever any kw or regulation is adopted which affects or is inconsistent with any provision hereof, such provision shad be deemed modified or superseded. as the case may be, by such kw or regulaucn. and such provisions as so modified or superseded and al other provisions hereof that in all respects continue in full boa and effect Mother agreemen's existing between us or hereafter made which, by thek provisions, apply to any of cur transxtions and accounts) with you. shall be applkable to any of our options transactions and accounts) where they are not in contki with this Agreement Should sten a conflict exist it shall bur resolved In favor of this Agreement. Otherwise. the provisions of each agreement shat be applicable. 14. This Agreement and its enforcement shall be governed by the laws of the Slate of New York. without respect to coasts of laws PnraPies. and its Provisions shall be continuous; shall cover al options rensectonS hereunder, and all accounts which we may open with you, shall Inure to your benefit and the benefit of your successors and assigns, and shall be binding upon us and our successors and assigns, but no assignment shalt release us ham any of our obligations hereunder. The exclusive venue for commencing litigation relating to this Agreement shall be New York. New Yak. Written notice of revocation of this Agreement shall not release either of us from any obligations hereunder arising prior to the actual receipt of such notice by Vie other. AGREED AND ACCE Client N _slew ii Otaite4 75. ANY DISPUTE ARISING OUT OF, RELATING TO OR IN CONNECTION WITH OUR ACCOUNT. ANY TRANSACTION BETWEEN US OR THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION. WE AND YOU AGREE TO ABIDE BY THE FOUSWING: (i) ARBITRATION IS FINAL AND BINDING, (ii) THE PARTIES ARE WAIVNG THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDV4G THE RIGHT TO A JURY TRIAL; (I) PRE. ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FRCIA 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 MODIFICATION CF RULINGS BY THE ARBITRATORS S STRICTLYUMITED; AND (v) THE PANEL CF ARBITRATORS WILL TYPICALLY INCLUDE A MANORFTY CF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. ANY ARBITRATION SHALL BE CONDUCTED II NEW YORK AND ONLY BEFORE A SELF -REGUL ATORY ORGANIZATION (SRO) CF WHICH YOU ARE A NEMER. WE HAVE THE RIGHT TO ELECT THE SRO. BUT IF WE FAIL TO MAKE SUCH ELECTION BY CERTFIED LETTER ADDRESSED TO YOU AT YOUR WON OFFICE BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN YOU MAY MAKE SUCH ELECTION NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT BY YOU TO AN AWARD OF PUNITIVE DAMAGES THE AWARD CF THE ARBITRATORS, OR THE WUCRRY OF THEM, SHALL BE FINAL AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL HAVING JURISDICTION. NO PERSON SHALL BRING A PUTATIVE OR CERTFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INMATE) IN COURT A PUTATIVE CLASS ACTION, WHO IS A MEMBER OF A PUTATIVE CUSS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENC CMPASSED BY THE PUTATIVE CUSS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED (I) THE CLASS IS DECERTIFED; OR IN THE CUSTOMER IS 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 HEREN. NOTICE: THIS AGREEMENT CONTAINS A PREDISPUTE ARSITRATICM CLAUSE IN PARAGRAPH 15. FOR PURPOSES HEREOF, 'YOU" AND 'YOUR" INCLUDES DEUTSCHE BANK SECURITIES INC. (0851) 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 DS-SONY-0070454 SONY GM 00216838 EFTA01375205