Application Forms 
Please
read this Agreement. Your use of Cambridgefx
is subject to the terms of this Agreement.
In
this Agreement, the words "you"
and "your" mean the customer. Cambridge
Mercantile Corp. Currency Exchange is referred
to in this Agreement as "Cambridge Mercantile
Corp." We suggest you print this page
out to read it.
1.
DEFINITIONS
In this Agreement, these terms have the following
meanings:
- "Application
Form" means the application form which
you completed and submitted to Cambridge
Mercantile Corp. for the purpose of using
Cambridgefx;
- "Business
Day" means a day on which commercial
banks are open for business (including dealings
in foreign exchange) in the place specified
for that purpose;
- "Currency"
means money denominated in the lawful currency
of a country;
- "Customer
Support Number" means the customer
assistance phone number located at the bottom
of each page in the "Buy or Sell Foreign
Currency" section of the Cambridgefx
site;
- "Deal"
means a transaction in which you agree to
purchase or sell Currency from or to Cambridge
Mercantile Corp. using Cambridgefx;
- "Electronic
Access Device" means any device which
allows you to use or to access Cambridgefx
including, but not limited to, a personal
computer;
- "Cambridgefx"
means the electronic foreign exchange dealing
platform provided by Cambridge Mercantile
Corp.;
- "Information
Provider" means any entity providing
Cambridge Mercantile Corp., whether directly
or indirectly, with Market Information including,
but not limited to, stock exchanges and
news service providers;
- "Market
Information" means information relating
to the financial markets, including market
data, research, analysis, forecasts and
commentary;
- "Password"
means the combination of numbers and / or
letters that you select from time to time
that, together with the Account Number,
enable you to access Cambridgefx;
- "Principal"
means each person or entity for or on behalf
of which you have the right to purchase
or sell Currency;
- "Software"
means any software program provided to you
by Cambridge Mercantile Corp. which enables
you to access or use Cambridgefx.
2.
Passwords
2.1
Once you have completed the Application Form
to use Cambridgefx, Cambridge Mercantile
Corp. will inform you by email of your initial
Password for an Account Number. You will need
a Password to sign on to Cambridgefx
under that Account Number. The initial Password
allows you to sign on to Cambridgefx
for the first time. When you sign on to Cambridgefx
for the first time, you must change your Password.
2.2
It is your sole responsibility to ensure that
your Password is kept confidential. If you do
disclose the Password, it is your sole responsibility
to disclose it only to those persons who have
the right to know the Password. Cambridge Mercantile
Corp. will not be responsible for the unauthorized
use of the Password.
2.3
In addition, you will indemnify and hold harmless
Cambridge Mercantile Corp. against all claims,
costs, losses and expenses incurred by Cambridge
Mercantile Corp. as a result of the unauthorized
use of the Password. This indemnity will survive
the completion of any Deal or the termination
of this Agreement. However, you will not be
responsible for the unauthorized use of the
Password after Cambridge Mercantile Corp. receives
written notice from you by mail, courier or
fax (in the manner described in Section 13)
in which you instruct Cambridge Mercantile Corp.
to terminate use of the Account Number relating
to the Password in question.
2.1
If you believe a Password has been disclosed
to, or is known by, a person who does not have
your authority to know the Password, you must
immediately change the Password. If you believe
an unauthorized Trade may occur or has occurred,
you must notify Cambridge Mercantile Corp. immediately
by calling the Customer Support Number which
is displayed in the Contact information on the
Cambridgefx website.
3.
DEALS
3.1 Before completing a deal using
Cambridgefx, you must review the quote.
You accept the Deal by clicking the Book Deal
button. Once you click the Book Deal button,
you will have accepted the Deal, and the Deal
will have been entered into and will be your
binding obligation.
3.2 If for any reason you wish to cancel
a Deal that has been entered into, you must
notify Cambridge Mercantile Corp. immediately
by calling the Customer Support Number which
is displayed in the Contact information on
the Cambridgefx website. In certain
circumstances, Cambridge Mercantile Corp.
may have the ability to cancel the Deal, and
Cambridge Mercantile Corp. will use its reasonable
best efforts to cancel the Deal. However,
you understand that once the Deal has been
entered into, the Deal is your binding obligation
and that the cancellation of any such Deal
will be entirely within the sole and absolute
discretion of Cambridge Mercantile Corp. You
will be responsible for any Deal that is cancelled
by Cambridge Mercantile Corp. and you must
reimburse Cambridge Mercantile Corp. for any
breakage costs and other expenses that may
have been incurred by Cambridge Mercantile
Corp. to cancel the Deal.
3.3 The terms of each Deal will be
set out in the Deal confirmation presented
to you on the **Deal Confirmation Screen following
your acceptance of the Deal. The Deal confirmation
is evidence of the terms of a completed Deal.
The Deal will not be invalidated if for any
reason the Deal confirmation is not presented
to you by Cambridgefx, including as
a result of any computer malfunction. If for
any reason the Deal confirmation is not presented
to you, the records of Cambridge Mercantile
Corp. with respect to that Deal will constitute
conclusive evidence of the terms of the Deal.
If a Deal confirmation is not presented to
you for any reason, you should notify Cambridge
Mercantile Corp. immediately by calling the
Customer Support Number, and Cambridge Mercantile
Corp. will provide you with a confirmation
setting out the terms of the Deal.
3.4 The terms of each Deal set out
in the related Deal confirmation are incorporated
into this Agreement and form a part of this
Agreement. This Agreement and the terms of
each Deal together form the Agreement and
together constitute a single Agreement between
you and Cambridge Mercantile Corp.. If there
is any inconsistency between this Agreement
and a Deal confirmation, the Deal confirmation
will govern.
3.5 Once a Deal has been entered into,
you must make each payment or delivery required
to be made by you under the terms of the Deal
in the Currency and amount, on the date and
in accordance with the settlement instructions
for the Deal, as stated in the related Deal
confirmation. You must ensure that any account
from which your payment obligations under
a Deal are to be made contain sufficiently
cleared funds to settle the Deal on the value
date for the Deal. If the account does not
contain sufficiently cleared funds to settle
the Deal, you will be liable for any resulting
fees payable with respect to the account in
accordance with the terms under which you
hold such account. In addition, if you fail
to settle the Deal on the value date for the
Deal, Cambridge Mercantile Corp. may, without
limiting any other remedies that it may have,
in its absolute discretion cancel the Deal,
in which case you will have to reimburse Cambridge
Mercantile Corp. for any breakage costs and
other expenses incurred by Cambridge Mercantile
Corp. to cancel the Deal.
3.6 If you select a value date for
the settlement of a Deal and that date is
not a Business Day in the province or state
in which any of the accounts from which you
will be making or receiving payment for a
Deal is located (that is, if the account is
maintained at a branch in that province or
state), the value date for the Deal will be
the first day following the value date that
you selected that is a Business Day in each
of the provinces/states in which such accounts
reside, notwithstanding anything to the contrary
in the Deal confirmation.
3.7 Cambridge Mercantile Corp. will
use its reasonable best efforts to process
your transactions on the same day they are
submitted through Cambridgefx. Cambridge
Mercantile Corp. cannot control nor be responsible
for the time it takes Financial Institutions
to settle accounts. In the event that a transaction
is processed on the next business day for
whatever reason, Cambridge Mercantile Corp.
shall not, in the absence of gross negligence
or willful misconduct, be responsible for
failure, delays or errors in the completion
of the transaction and Cambridge Mercantile
Corp. shall have no liability for consequential
or special damages.
4.
AUTHORITY TO DEAL
4.1 You have provided Cambridge Mercantile
Corp. with a list of one or more employees
who have authority to enter into Deals on
your behalf and/or who have authority to provide
Cambridge Mercantile Corp. with settlement
and delivery instructions for completed Deals.
You represent that each such employee has
authority to enter into Deals on your behalf
and/or to provide Cambridge Mercantile Corp.
with settlement and delivery instructions
for completed Deals and that any such Deal
will be enforceable against you. Any restrictions
on an employee's authority to deal with Cambridge
Mercantile Corp. previously communicated by
you to Cambridge Mercantile Corp. are deemed
to be superceded by your representation in
this Agreement as to that employee's authority
to enter into Deals, unless you specifically
advise ** Cambridge Mercantile Corp. that
those restrictions are also applicable to
that employee's authority to enter into Deals.
4.2 You also provided Cambridge Mercantile
Corp. with a list of one or more Principals
on behalf of which you intend to purchase
or sell Currencies. You represent that you
have full discretionary authority to purchase
and sell Currencies on behalf of each of those
Principals and that each Deal entered into
on behalf of a Principal will be enforceable
by Cambridge Mercantile Corp. against the
Principal in accordance with its terms.
4.3 These representations are deemed
to be repeated on each date on which you enter
into a Deal. You will indemnify and hold harmless
Cambridge Mercantile Corp. from and against
all claims, costs, losses and expenses incurred
by Cambridge Mercantile Corp. arising out
of, or in respect of, any claim that an employee
was not authorized to enter into a Deal on
your behalf and/or provide Cambridge Mercantile
Corp. with settlement and delivery instructions
for completed Deals, or that you were not
authorized to enter into or perform a Deal
for a Principal or that a Deal for a Principal
is otherwise not enforceable against the Principal
by Cambridge Mercantile Corp.. This indemnity
will survive the completion of any Deal or
the termination of this Agreement.
4.4 You represent that you are not
relying on any communication (written or oral)
of Cambridge Mercantile Corp. as investment
advice, as recommendation to enter into a
Deal or an assurance of expected results of
a Deal and that each Deal entered into by
you will be based upon your own judgment and
upon advice from such advisors as you have
deemed necessary. You acknowledge that Cambridge
Mercantile Corp. is not acting as a fiduciary
or advisor with respect to any Deal.
5.
RECORDS
5.1 Cambridge Mercantile Corp. may
maintain a database of all your instructions
for Cambridgefx. Cambridge Mercantile
Corp.'s records will be conclusive and binding
on you in any dispute, including in any legal
proceeding, as the best evidence of your Deals
using Cambridgefx, in the absence of
clear proof that Cambridge Mercantile Corp.'s
records are erroneous or incomplete.
5.1 Cambridge Mercantile Corp. will
not be liable to you as a result of any payment
that it makes pursuant to incorrect settlement
or delivery instructions provided by you when
using Cambridgefx.
6.
SET OFF
6.1 If you fail to make a payment or
delivery when due under this Agreement or
under a Deal, Cambridge Mercantile Corp. may
without prior notice set-off any amount owing
by you to Cambridge Mercantile Corp. under
this Agreement or under a Deal, against any
amount owing by Cambridge Mercantile Corp.
to you, whether or not the amount is owed
to you under this Agreement or under a Deal.
7.
INFORMATION SOURCES
7.1 Market Information provided through
Cambridgefx has been independently
obtained from various Information Providers
through sources believed to be reliable. Neither
Cambridge Mercantile Corp. nor the Information
Providers guarantee the timeliness, sequence,
accuracy or completeness or fitness for a
particular purpose of any Market Information
provided through Cambridgefx. The Market
Information may include views, opinions and
recommendations of individuals or organizations.
You understand that neither Cambridge Mercantile
Corp. nor the Information Providers necessarily
endorse such views or opinions, or are providing
any investment, tax, accounting or legal advice
to you by including such Market Information
in Cambridgefx.
8.
LIMITATION OF LIABILITY
8.1 Cambridge Mercantile Corp. will
not be liable to you for any loss, costs or
damages which you incur as a result of your
use of Cambridgefx or if Cambridgefx
is not available, including if for any reason
it is not available during its normal hours
of operation. For example, and without limitation,
Cambridge Mercantile Corp. will not be liable:
(a) for communication malfunctions that affect
the accuracy or timeliness of messages or
instructions between you and Cambridge Mercantile
Corp. and / or which prevent messages from
being transmitted in whole or in part;
(b) if you make a mistake when entering information
when using Cambridgefx;
(c) if any person fails to log off a personal
computer and an unauthorized Deal is entered
into using Cambridgefx;
(d) if, for any reason, you cannot access
any part of Cambridgefx or Cambridgefx
does not function or is not available; or,
(e) for any harm or loss to your personal
computer records or data.
8.2 Cambridge Mercantile Corp. will
not be responsible for any loss, damages or
injury suffered by you by reason of any act
or omission in the course of or in connection
with the operation of any Electronic Access
Device.
9.
SERVICE MODIFICATIONS AND INTERRUPTIONS
9.1 Cambridge Mercantile Corp. may
modify any or all of Cambridgefx at
any time. Cambridgefx may periodically
be unavailable to you during its normal hours
of operation in order to allow for maintenance,
updates or other cause. Cambridge Mercantile
Corp. will not be responsible for delays or
failures in performance resulting from acts
beyond its reasonable control. Such acts include
but are not limited to, acts of God, strikes,
postal interruptions, lockouts, riots, acts
of war, epidemics, fire, communication line
failures, power failures, equipment or software
malfunction, earthquakes or other disasters.
10.
GENERAL
10.1 This Agreement is in addition
to, and not in substitution of, any other
present or future agreement between you and
Cambridge Mercantile Corp..
10.2 This Agreement shall be construed
and interpreted in accordance with the laws
of the Province of Ontario and the laws of
Canada applicable therein. Each of the parties
shall attorn to the jurisdiction of the Courts
within the Province of Ontario having jurisdiction
over the subject matter of this Agreement.
11.
CHANGES TO THIS AGREEMENT
11.1 Upon prior notice to you, which
may include communication via Cambridgefx,
Cambridge Mercantile Corp. may amend any provision
of this Agreement at any time, and your continued
use of Cambridgefx after the date of
any such amendment will constitute for all
purposes your agreement and consent to such
amendment.
12.
TERMINATION
12.1 Cambridge Mercantile Corp. may
terminate this Agreement at any time without
notice. You may terminate this Agreement at
any time by notifying Cambridge Mercantile
Corp. in writing in accordance with Section
13. Termination of this Agreement by either
Cambridge Mercantile Corp. or you will not
affect any Deals that were entered into prior
to such termination, in respect of which this
Agreement shall continue until all obligations
under those Deals have been performed.
13.
NOTICES AND COMMUNICATION OF INSTRUCTIONS
13.1 Notices which you need to deliver
to Cambridge Mercantile Corp. must be delivered
by mail, courier or fax as follows:
US
Address
Cambridge Mercantile Corp.
Princeton Corporate Center
5 Independance Way
Princeton, NJ 08540
Fax (609) 514-5134
Canada Address
Cambridge Mercantile Corp.
25 Adelaide St. E.,
Suite 2000
Toronto, Ontario
M5C 3A1, Canada
Fax: (800) 982-4778
13.2 Any notice will be deemed effective
(a) if delivered by mail, on the date it is
received by Cambridge Mercantile Corp., (b)
if delivered by courier, on the date it is
delivered to Cambridge Mercantile Corp., and
(c) if delivered by fax, on the date that
transmission is received in legible form by
Cambridge Mercantile Corp..
13.3 Cambridge Mercantile Corp. may,
but is not obliged to, rely and act upon telephone,
fax and any other electronically transmitted
instructions from or purporting to be from
a person authorized by you and which Cambridge
Mercantile Corp. believes in good faith to
be genuine. Cambridge Mercantile Corp. shall
not, in the absence of gross negligence or
willful misconduct, be responsible for failure,
delays or errors in the receipt of such instructions
and Cambridge Mercantile Corp. shall have
no liability for consequential or special
damages.
14.
LANGUAGE (Quebec residents only)
14.1 You confirm that you have requested
this Agreement and all related documents to
be drawn up in the English language only.
Vous confirmez avoir exigé que ce contrat
et tous les documents s'y rapportant soient
rédigés en anglais seulement.
If you agree to the terms and conditions set
out above, please print this Agreement, have
it signed by a properly authorized signing
authority and send it to us by fax at 1-416-362-6829.
Name
of Company:
________________________________________
Signatures
of Authorized Officers of the Company:
________________________________________
Authorized Signing Officer
Name: ___________________________________
Title: ____________________________________
________________________________________
Authorized Signing Officer
Name: ___________________________________
Title: ____________________________________
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