Retail Customer Agreement

Customer Agreement

This Customer Agreement (the “Agreement”) sets forth the terms and conditions pursuant to which Score Priority Corp. (“SPC”) as an introducing broker, will open and maintain on your behalf one or more accounts for the purchase or sale of securities or contracts relating thereto (the “Account”). The carrying of your Account and the clearing of Account transactions shall be governed by the agreement between you and the clearing firm.

By entering into this Agreement, you acknowledge receipt of SPC’s privacy policy and the disclosures noted herein. You understand that SPC may amend this Agreement and SPC’s policies and disclosures from time to time by posting revised terms on SPC’s website at Score Priority | Disclosure Statements. You agree to check SPC’s website for updates. You understand that by continuing to maintain your Account after any updates you are accepting and agreeing to be bound by any revised terms.

You acknowledge that all decisions relating to your trading activity shall be made by you or your fully authorized representative. SPC does not provide investment advice or offer recommendations for the purchase or sale of securities or other financial instruments.

SPC System

You acknowledge and agree that SPC owns all right, title and interest to the trading platform and technology provided by SPC (the “SPC System”). SPC hereby grants you a revocable, non-transferable, non-exclusive, limited license to use the SPC System for certain purposes, including, but not limited to, trade routing and execution, access to market data and account management. SPC may terminate this license at any time. All intellectual property rights including, but not limited to copyrights, patents, trademarks, and logos associated with the SPC system shall remain the sole property of SPC. You agree to not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or otherwise exploit SPC’s intellectual property rights in any manner without SPC’s express written consent. Nothing in this Agreement grants you any ownership or of any rights in SPC’s intellectual property. You agree to not use the SPC System for any illegal purpose.

Limitation of Liability

THE SPC SYSTEM IS BEING PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, PURPOSE, OR APPLICATION; TIMELINESS; FREEDOM FROM INTERRUPTION; OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. UNDER NO CIRCUMSTANCES SHALL SPC BY LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING LOST PROFITS OR INCOME OR TRADING LOSSES AND DAMAGES. SPC SHALL NOT BE LIABLE TO YOU BY REASON OF DELAYS OR INTERRUPTIONS OF SERVICE OR TRANSMISSIONS, OR FAILURES OF PERFORMANCE OF THE SPC SYSTEM, REGARDLESS OF CAUSE, INCLUDING, BUT NOT LIMITED TO, THOSE CAUSED BY HARDWARE OR SOFTWARE MALFUNCTION; GOVERNMENTAL, EXCHANGE OR OTHER REGULATORY ACTION; ACTS OF GOOD; WAR, TERRORISM, OR SPC INTENTIONAL ACTS. YOU RECOGNIZE THAT THERE MAY BE DELAYS OR INTERRUPTIONS IN THE USE OF THE SPC SYSTEM INCLUDING, FOR EXAMPLE THOSE CAUSED INTENTIONALLY BY SPC FOR PURPOSES OF SERVICING THE SPC SYSTEM. SPC’S LIABILITY, REGARDLESS OF THE FORM OF ACTION AND DAMAGES SUFFERED BY YOU, SHALL NOT EXCEED THE FEES PAID BY YOU TO SPC OVER THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM.

Commission, Fees and Payments

You agree to pay all brokerage commissions, transaction, processing, clearing, market data and other fees and taxes due on your Account. You understand that SPC reserves the right to change its commission and fees. Any updates to fees applicable to your Account will be available on SPC’s website at Score Priority | Pricing. By entering into this Agreement, you authorize SPC to deduct all fees directly from your Account. You acknowledge and agree that you will be liable at all times for the payment of any debit balance, liability, indebtedness owing in your Account upon demand. You acknowledge and agree that you will be liable for any deficiency remaining in your Account in the event of a liquidation thereof in whole or in part by you, SPC or the clearing firm and you shall make payment of such obligation upon demand. You agree to pay SPC all reasonable costs and expenses, including reasonable attorneys’ fees, of enforcement or collection of any debit balance or other liabilities.

Applicable Rules and Regulations

Your Account and any transactions made in your Account are subject to SPC’s trading rules and policies, the rules and policies of the clearing firm, any regulatory authorities, exchanges or markets, and all applicable laws, rules, and regulations. SPC is not responsible, and you agree to not hold SPC liable, for any losses caused, directly or indirectly, by conditions beyond SPC’s control, including but not limited to, government restrictions, amendments to exchange or market rules, interruptions of communications or data processing services, market volatility, unusual activity, trading halts, trading restrictions, or disruptions in orderly trading on any exchange or market. SPC IS NOT LIABLE FOR ANY ACTION OR DECISION OF ANY EXCHANGE, MARKET, DEALER, CLEARING FIRM OR REGULATOR OR ACTION OR OMMISSION OF SPC IN CONNECTION WITH CLEARLY ERRONEOUS OR SIMILAR TRADES OR CANCELLATIONS. If SPC, in its sole discretion believes that the Account has been involved in any fraud, crime or violation of law or regulation, or has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether as a victim or perpetrator or otherwise), SPC may suspend or freeze the Account and any privileges of the Account, may freeze, or liquidate funds or assets in the Account or utilize any other remedy available to it by law.

Capacity and Status

You represent that you have the legal capacity to enter this Agreement and, if an individual, you are of legal age under the laws of the jurisdiction where you reside and are authorized to enter into this Agreement. If an entity or trust, you are duly formed, validly existing and in good standing in the jurisdiction of your organization, have the full power and authority to enter and perform this Agreement, and the person signing the account application and this Agreement are fully authorized to act on your behalf. Except for you, no person has any interest in the Account opened pursuant to this Agreement. For an Account with more than one account owner, references to “you” shall include each individual identified on the account application and account documentation. You understand and agree that the agreements made herein are made on behalf of all account owners, each account owner has the authority to act on behalf of the Account, and SPC may rely on and accept instructions from any one account owner. Notwithstanding the foregoing, SPC may, in its sole discretion, require joint action by all account owners. SPC may freeze any Account with multiple owners or require joint authorizations for instructions on the Account if it becomes aware of any disputes between account owners concerning the Account.

Electronic Order Execution Requests and Communications

You acknowledge and agree that electronic requests communicated to SPC will be handled on a best efforts basis. You acknowledge your responsibility to protect your sensitive account information as well as your responsibility to routinely monitor your account information and activity. All orders communicated to SPC’s platform or system with your user login information will be considered to have been sent and authorized by you. You agree that you will not transmit orders to SPC using electronic communications other than those designated by SPC for the express purpose of placing orders. SPC, in its sole discretion, may decline to execute any of your orders for a variety of reasons, including but not limited to, the size of the order, market conditions, violations of your agreements with SPC, inadequate account equity, insufficient margin, risk considerations, suitability thresholds, exchange restrictions or trading halts, and other matters or market conditions that affect trading.

Market Data

Any market data made available to you through SPC is provided “as is” and on an “as available” basis. There is no warranty of any kind, express or implied, regarding the market data. Market data is believed to be reliable, but neither SPC nor any third-party provider of the market data can guarantee the accuracy, completeness, timeliness, or correct sequencing of the market data. Each third-party provider of market data has a proprietary interest in such data, and you may not sell, market, reproduce, or distribute the market data in any manner. Neither SPC, any of its affiliates, their respective officers, directors, employees, agents and representatives, nor any third-party provider of market data shall be liable in any way for: (a) any inaccuracy, error or delay in, or omission of (i) any market data, information or message or (ii) the transmission or delivery of an such data, information or message; or (b) any loss or damage arising from (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption of any market data, information, or message, whether due to any act or omission by SPC, any of its affiliates, their respective officers, directors, employees, agents or representatives, or any third-party provider of market data, or any act of God, insurrection, riot, labor dispute, accident, action of government, or communications or power failure, equipment or software malfunction or other circumstances beyond their reasonable control.

Review of Confirmations and Statements

You agree to monitor each order until SPC confirms execution or cancellation. You acknowledge that confirmations of executions or cancellations may be delayed or may be erroneous (e.g., due to computer system issues) or may be cancelled/adjusted by an exchange. You are bound by the actual order execution, if consistent with your order. You agree to notify SPC immediately by telephone or electronically if: (a) you fail to receive an accurate confirmation of an execution or cancellation; (b) you receive a confirmation that is different than your order; (c) you receive a confirmation for an order that you did not place; or (d) you receive an account statement, confirmation, or other information reflecting inaccurate orders, trades, balances, positions, margin status or transaction history. You acknowledge that SPC may adjust your Account to correct any error and you agree to promptly return to SPC any assets erroneously distributed to you.

Consent to Accept Electronic Records and Communications

SPC generally provides electronic trade confirmations, account statement, tax information, proxy materials and other customer records and communications (collectively, “Records and Communications”) in electronic form. Records and Communications may be sent to you via email, by posting a communication on SPC’s website or making available, either on SPC’s website or sent via email, links to other sites (such as the clearing firm) on the internet or a place within the website where the communication can be accessed. By entering into this Agreement, you consent to the receipt of electronic Records and Communications. Such consent will apply on an ongoing basis unless withdrawn by you. You may withdraw such consent at any time by providing electronic notice to SPC. If you withdraw such consent, SPC will provide required Records and Communications (e.g., tax documents, proxy materials, etc.) in paper form upon request by telephone or via the SPC website. However, SPC reserves the right to require you to close your account if you withdraw consent to receiving electronic delivery of Records and Communications or to charge fees for paper forms as required by SPC. To receive emails from SPC, you are responsible for maintaining a valid internet email address and software allowing you to read, send and receive email. You must notify SPC immediately of a change in your email address.

Indemnification

You shall defend, indemnify and hold SPC, its affiliates, and the officers, directors, employees, agents, and representatives of SPC and its affiliates and their respective agents (“SPC Indemnitees”) harmless from and against all costs, claims, demands, losses, expenses and liabilities of any nature whatsoever (including reasonable attorneys’ fees) (“Losses”), as incurred, arising out of, or in connection with, any demand, or cause of action based upon or arising from your use of your Account including, but not limited to, (a) any action or omission taken by SPC in accordance with any instruction or communication provided by you in connection with your Account, (b) your misuse of the SPC System, (c) your breach of this Agreement or any other agreement with SPC, and/or (d) your negligence or willful misconduct.

Termination; Assignment

Your Account may be terminated and closed by you, SPC or the clearing firm at any time with or without cause or reason. You agree that you must provide written notice to SPC in the event that you wish to terminate your Account. You acknowledge and agree that any closure or termination of your Account will not affect any rights or obligations that you or SPC incurred prior to such closure or termination, including any transactions arising before or after the termination of the Agreement. SPC may assign, sell, or transfer your Account and this Agreement at any time without you consent.

Electronic Signature

You understand that your electronic signature to sign documents is legally binding in the same manner as if you manually signed such documents. Additionally, you understand that the use of an electronic version of these documents fully satisfies any requirement that they be provided to you in writing. You understand that when you electronically sign a document, you are representing that you have read, understand, have the ability to access and retain a record of the document, and agree to be bound to the terms and conditions contained thereon. It is your responsibility to review the website at least periodically at www.scorepriority.com for changes or modifications.

Entire Agreement; Severability

This Agreement and any other agreements and policies governing the Account or referred to in this Agreement (including postings to SPC’s website), and the terms and conditions contained in your account statements and confirmations, contain the entire agreement between you and SPC and supersede all prior or contemporaneous communications, whether electronic or oral or written, between you and SPC. If any provisions of this Agreement are or become inconsistent with any present or future law, rule or regulation or are deemed invalid or unenforceable by any court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the extent permitted by applicable law, to make this Agreement in compliance with such law, rule, or regulation, or to be valid and enforceable, but in all other respects, this Agreement shall continue in full force and effect.

No Waiver

You understand that SPC’s failure to insist at any time upon strict compliance with any term contained in this Agreement, or any delay or failure on SPC’s part to exercise any power or right provided to SPC in this Agreement, or a continued course of such conduct on SPC’s part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies provided to SPC in this Agreement are cumulative and not exclusive of any other right or remedies to which SPC is entitled.

Governing Law

This Agreement is governed by the laws of the State of New York, without giving effect to conflict of law provisions, except to the extent governed by federal securities laws, FINRA Rules, and the regulations, customs and usage of the exchange or market (and its clearing house) on which transactions are executed.

Mandatory Arbitration.

This Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement, you and SPC agree as follows:

ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS. THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT. THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT. You agree that any and all controversies that may arise between or among you, SPC and any clearing firm, or any of their respective officers, directors, employees, agents, subsidiaries, or affiliates, shall be determined by arbitration conducted before The New York Stock Exchange, Inc. (“NYSE”) or the Financial Industry Regulatory Authority (“FINRA”) Dispute Resolution (“FINRA-DR”), or, if the NYSE and FINRA-DR decline to hear the matter, before the American Arbitration Association, in accordance with their arbitration rules then in force. The award of the arbitrator 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 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 or 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 until: the class certification is denied; the class is decertified; or you are excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

ACCEPTED AND AGREED: You acknowledge that you have read the preceding terms and conditions of this Agreement, that you understand them and that you confirm your agreement to comply with, those terms and conditions, by accepting this Agreement. YOU ALSO UNDERSTAND THAT BY ACCEPTING THIS AGREEMENT YOU HAVE ACKNOWLEDGED THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 16 HEREIN. YOU ALSO AGREE THAT YOU HAVE RECEIVED OF A COPY OF THIS AGREEMENT AND THE FOLLOWING SPC DISCLOSURES: