JDM Capital Corp.
Terms of Service
These terms and conditions of service (“TOS”) are a legal agreement between you (“you”, “your” or “User”) and JDM Capital CORP. (“JDM Capital”, “we”, “our”, or “us”). Your access to or use of all products, content, programs, attachments, features, software and services, together with any new features that augment or enhance any of the foregoing, which you may have access to as part of, or through your use of, JDM Capital’s then-current network of properties which may be accessed through various mediums or devices now known or hereafter developed (referred to individually and collectively starting with and including the word “products” as the “Service(s)”) is subject to these TOS. You also understand and agree that the Service(s): (i) may also include certain communications from JDM Capital, such as service announcements, administrative messages, product and other updates, and that these communications are considered part of the Services and you will not be able to opt out of receiving them; and (ii) are provided “AS-IS”. You are responsible for obtaining access to the Services and that access may involve third party fees such as internet service provider or airtime charges.
Your agreement with JDM Capital will always include, at a minimum, the terms and conditions set out in these TOS. Your agreement with JDM Capital will also include the terms and conditions of any specific terms, agreement(s) or legal notices (collectively, “Additional Terms”) applicable to the Service(s), in addition to these TOS. The Additional Terms are incorporated and made a part of these TOS by this reference. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service and may require a manual click through to accept such Additional Terms. Except as otherwise provided in these TOS, all capitalized terms defined in the Additional Terms shall have the meanings ascribed to such terms therein. To the extent there is an inconsistency between these TOS and any Additional Terms, the Additional Terms shall govern.
These TOS, together with the Additional Terms, forms a legally binding agreement between you and JDM Capital in relation to your use of the Service(s); is binding on User’s heirs, executors, administrators, successors, and assigns; and will inure to the benefit of JDM Capital’s successors. It is important that you take the time to read them carefully. By opening an Account with JDM Capital, you acknowledge that you have received, read, and understand this Agreement and agree to be bound by its terms.
“Account” or “User Account” means each account User opens with JDM Capital or has an interest in.
“Agreement” means these terms and conditions as well as any supplemental agreements and disclosures that apply to User Account, as amended from time to time.
“Applicable Rules” means all applicable federal and state laws, rules and regulations, rules of any self-regulatory organization, and the constitution and applicable rules, regulations, and customs.
“Business Day” means Monday through Friday, excluding market holidays.
“Services” means, as defined above, all products, content, programs, attachments, features, software and services, together with any new features that augment or enhance any of the foregoing, which you may have access to as part of, or through your use of, JDM Capital’s then-current network of properties which may be accessed through various mediums or devices now known or hereafter developed. This Agreement applies to the Services provided by JDM Capital regardless of how User accesses them (e.g., in person, phone, Internet, or by mobile device).
“Site” or “websites” means the Internet sites of JDM Capital, whose domain name is registered as //www.jdmcapitalcorp.com, and others, and through which JDM Capital offers Services.
3. User Account
a. User’s Responsibility. User is responsible for all decisions to continue with an investment strategy or to hold an investment and instructions placed in User’s Account. Unless JDM Capital provides advice to User that is clearly identified by JDM Capital as an individualized recommendation for User, any investment decision that User makes or investment strategy that User utilizes is based on User’s own investment decisions or those of User’s agent and is at User’s own risk. All investments involve risk, and unless JDM Capital provides individualized recommendations to User, User or User’s agent are responsible for determining the suitability of any investment, investment strategy, and risk associated with User’s investments.
b. Accredited Investor. User represents and warrants that he or she is an Accredited Investor as that term is defined by the U.S. Securities and Exchange Commission in Rule 501 of Regulation D and as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act and as defined in any Applicable Rules related thereto.
c. Fees. User will pay charges, taxes, and other fees applicable to the User Account. JDM Capital may change its fees at any time by posting changes on the websites or by other means.
d. Statements and Confirmations. It is User’s obligation to review investments, confirmations and Account statements promptly upon receipt. These documents will be considered binding on User unless User notifies JDM Capital of any objections within five days from the date confirmations are sent and within 10 days after Account statements are sent.
e. Instructions. JDM Capital may accept and act on instructions from User, User’s agent, or any person authorized by User or on the User Account. JDM Capital may refuse any order, or delay placing any order, if it determines that an order requires clarification from User. User will not hold JDM Capital responsible for any losses caused by the rejection or delay. JDM Capital will not receive any order or instruction transmitted by User’s agent or User until JDM Capital has actual knowledge of the order or instruction. JDM Capital does not determine the validity of User’s agent’s status or capacity, the appropriateness of, or the authority or actions by such person.
f. Compliance with Laws. User agrees to comply with all laws, rules, and regulations applicable to the User Account.
a. Legal Capacity. User is of legal age in the jurisdiction in which User resides and has the capacity and authority to enter into this Agreement.
b. Accuracy of Information. All the information provided by User to JDM Capital is true and correct. User will promptly notify JDM Capital in writing within 10 Business Days after any change in such information. JDM Capital may rely upon all information User provides to JDM Capital.
c. Interest in Account. User represents that no one except User (and co-owner(s) of the Account) has an interest in any of User’s Account(s) (unless User is opening the Account as a fiduciary).
d. Multiple Owners. If there is more than one Account owner, then the provisions of the Agreement apply to each owner. Accounts of husbands and wives in community property states will be held in the name of husband and wife as community property unless User instructs JDM Capital otherwise; any other Joint Account will be held jointly with rights of survivorship unless User notifies JDM Capital of a different form of ownership and provide such documentation as JDM Capital may require. JDM Capital will have no liability for any loss that may arise due to taking instructions from one owner or requiring instructions from all owners. If User is married, User may establish an account with User’s spouse as tenants by entirety. User will notify JDM Capital if User becomes legally divorced.
e. Rights, Terms, and Obligations of Investments in Account. Except as required by Applicable Rules, JDM Capital maintains no responsibility to take any action on User’s behalf without specific instructions from User. User is responsible for knowing the rights, terms, and obligations of the investments in the User Account and for monitoring the occurrence of any events involving User’s investments.
5. Privacy and Confidentiality
b. Account Number, PIN, or Password. User will receive a password and/or access number (collectively “PINs”) that provides electronic access to User’s Account. Account numbers, User IDs, and PINs are confidential, and User is responsible for the confidentiality, protection, and use of them. User agrees to be responsible for all activities in User’s Account. JDM Capital may be assured that User has authorized any orders or instructions that are received under User’s Account number and PIN.
c. Phone Conversations and Electronic Communications. JDM Capital may record and monitor any telephone or electronic communications with User.
f. Confidential Information. “Confidential Information” means any information or thing: (a) of a private, secret or confidential nature or in which JDM Capital or any of its affiliates has a proprietary interest; (b) with respect to which JDM Capital or any of its affiliates has a legitimate business reason or obligation to guard against unauthorized use or disclosure or which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; (c) from which JDM Capital derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure and use; or (d) which under New York law constitutes a trade secret of JDM Capital, as the case may be, or of any of their affiliates. Confidential Information includes, but is not limited to, (i) information concerning research and development activities, (ii) business techniques and know-how, (iii) business plans, operating models and operational methods, (iv) cost, profit and market information, (v) business acquisition plans, (vi) financial and other business information with respect to JDM Capital that JDM Capital has not made publicly available, (vii) customer, client, and sponsor lists and business information, including services of JDM Capital, and (viii) any information disclosed to JDM Capital by any third party which JDM Capital has agreed, or is otherwise obligated, to treat as confidential or proprietary.
g. Exclusions. User, however, shall have no liability to JDM Capital under this Agreement with respect to the disclosure and/or use of any Confidential Information that User can establish:
i. Has become generally known or available to the public without breach of this Agreement by User;
ii. Was known by User before receiving such information from JDM Capital;
iii. Has become known by or available to User from a source other than JDM Capital, without any breach of any obligation of confidentiality owed to JDM Capital by such source;
iv. Has been independently developed by User without use of or reference to JDM Capital’s Confidential Information by persons who had no access to JDM Capital’s Confidential Information; or
v. Has been approved for release or use by written authorization of JDM Capital.
h. Obligations of User. User acknowledges that irreparable injury and damage will result from disclosure to third parties, or utilization for purposes other than those connected with the proposed business relationship, of any of JDM Capital’s Confidential Information. Accordingly, User agrees:
i. To hold JDM Capital’s Confidential Information in strict confidence;
ii. Not to disclose JDM Capital’s Confidential Information to any third party except as specifically authorized herein or as specifically authorized by JDM Capital in writing;
iii. To use all reasonable precautions and standard of care, but in no event less than a reasonable standard of care, utilized by User in treating its own most proprietary, secret and confidential information, to prevent the unauthorized disclosure of JDM Capital’s Confidential Information, including, without limitation, protection of documents from theft, unauthorized duplication and discovery of contents, and restrictions on access by other persons to JDM Capital’s Confidential Information;
iv. Not to make or use any copies, synopses or summaries of oral or written material, photographs or any other documentation or information made available or supplied by JDM Capital to User except such as are necessary for User’s internal communications in connection with its dealings or business association with JDM Capital or as specifically authorized by JDM Capital in writing; and
v. Not to use any of JDM Capital’s Confidential Information for any purpose other than in connection with its dealings or business association with JDM Capital.
i. Obligations Continue Past Term of Business Relationship. The obligations imposed on User shall continue with respect to each item of JDM Capital’s Confidential Information following the termination of the business relationship between JDM Capital and User and such obligations shall not terminate until such item of JDM Capital’s Confidential Information shall cease to be an item of Confidential Information and shall be in the public domain, unless such event shall have occurred as a result of wrongful conduct by User or User’s agents, servants, officers, or employees or a breach of the covenants set forth in this Agreement.
j. Equitable Relief. User acknowledges and agrees that the unauthorized use or disclosure of JDM Capital’s Confidential Information would cause JDM Capital to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, User agrees that JDM Capital shall have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law in equity or otherwise for such a breach, and shall be entitled to recover its costs of enforcement (including attorneys’ fees at all levels whether suit be brought or not).
6. Client Communications
a. Addresses. JDM Capital may send communications to the mailing address, email, telephone number, or facsimile number that User provides. JDM Capital may also deliver information verbally. Communications shall be deemed delivered to User whether or not User actually receives them.
b. Electronic Signatures. User’s use of electronic signatures to sign JDM Capital documents legally binds User in the same manner as if User had manually signed. The use of an electronic version of these documents fully satisfies any requirement that they be provided to User in writing. If User signs electronically, User represents that User has the ability to access and retain a record of the documents. User is responsible for understanding these documents and agrees to conduct business with JDM Capital by electronic means. User is obliged to review periodically the websites for changes or modifications.
c. Consent. By consenting to the electronic delivery of all information relating to User’s Account, User authorizes JDM Capital to deliver all communications to User by the following means: (1) by email at the email address specified by User; (2) by posting the communication on the websites or other sites on the Internet where the communication can be read and printed; (3) by sending User an email that includes a hyperlink to the websites or an address on the Internet where the information is posted, and can be read and printed; and (4) by sending User a notice that directs User to an address on the Internet or a place within the websites where the communication is posted and from which it can be read and printed. Such delivery will be an effective delivery to User for the purpose of any Applicable Rules whether or not User accesses or reviews the communication. Although User consents to electronic delivery, JDM Capital may elect to deliver communications by other means which shall not affect User’s consent. User will notify JDM Capital of any change in User’s address, including mailing address and email address. User may revoke User’s consent to electronic delivery of communications and receive documents on paper. JDM Capital has a reasonable period to effect such a change and may charge a reasonable fee for sending paper copies.
d. Equipment. If User agrees to electronic delivery, User must have a computer with Internet access, an email address, and the ability to download and save or print communications to retain for User’s records. User is responsible for obtaining and maintaining all equipment and services required for online access of User’s Account.
7. Electronic Services
a. Availability. JDM Capital does not guarantee that any media will be available to User at a particular time. Access to the websites may be limited or unavailable during periods of peak demand, system upgrades, or for other reasons.
JDM Capital reserves the right to suspend and deny access to the Services, without prior notice or for any reason. User recognizes that Account activity may be conducted through several different media (e.g., telephone); and if a certain medium is not available, User will use another medium to conduct Account activity. JDM Capital will not be liable for the unavailability, delay, or failure of any of the media at any particular time or for the accessibility of, transmission quality, outages to, or malfunction of any telephone circuits, computer system, or software.
b. Use of Services. User will use the Services for lawful purposes, for User’s personal and noncommercial use, and as permitted by this Agreement. User will not transmit through the websites any material that violates or infringes in any way upon the rights of others or would encourage conduct that may give rise to civil or criminal liability. User will not modify, copy, publish, transmit, license, participate in the transfer or sale of, reproduce, create derivative works from, distribute, redistribute, display, or in any way exploit the Services. User will not upload, post, decompile, reverse engineer, disassemble, modify, copy, distribute, transmit, reproduce, republish, license, display, sell or transfer, or create derivative products from the Services. Software accessed on the websites is subject to the U.S. export controls and may not be downloaded by any person prohibited from doing so by Applicable Rules.
In the event JDM Capital makes software available for download, User may download software on a single computer for personal, noncommercial use, provided User keeps intact all copyright and other proprietary notices. JDM Capital and Third-Party Providers reserve the right to revise, modify, change, upgrade, suspend, impose limitations or restrictions on, deny access to, remove, or discontinue the Services at any time without prior notice. Third-Party Providers may enforce this Agreement against User and take action against User for User’s breach of this Agreement.
c. Limitation of Liability. The Services are provided “as is” and “as available.” JDM Capital, its affiliates, the Third-Party Providers and their respective licensors, employees, distributors, or agents make no representations with respect to the system and expressly disclaim all warranties. Subject to Applicable Rules, in no event will JDM Capital, its affiliates, the Third-Party Providers and their respective licensors, employees, distributors, or agents be liable to User or any third-party for any direct, indirect, incidental, special, punitive, or consequential losses or damages of any kind with respect to the Services.
User is solely responsible for his or her investment research, and neither JDM Capital nor any Third-Party Provider make any representations, warranties, or other guarantees as to the accuracy or timeliness of any market data; nor does JDM Capital or any Third-Party Provider make any representations, warranties, or other guarantees as to the present or future value or suitability of any transaction involving any investment.
e. Hyperlinks. The websites may include hyperlinks to websites, owned or operated by affiliated or unaffiliated third parties. Neither JDM Capital nor Third-Party Providers are responsible for the content or availability of such other websites, and shall not be responsible or liable for any loss in connection with reliance on such sites.
8. Intellectual Property
a. User’s use of the Services will not confer any title, ownership interest, or intellectual property rights to User. The Services are protected under U.S. patent, copyright law, international treaties or conventions and other laws, and will remain the exclusive property of JDM Capital or Third-Party Providers. Company names, trademarks, logos and all related product and service names, design marks, and slogans of JDM Capital or JDM Capital’s affiliates or any Third-Party Provider are the property of the respective company. User is not authorized to use any such name or mark in any advertising, for publicity, or in any other commercial manner.
a. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provisions shall be fully severable. In such event: (1) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement or was modified to be legal, valid, and enforceable; and (2) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provisions or by its severance from this Agreement, to the extent permitted by Applicable Rules.
b. Entirety of Agreement. This Agreement, any attachments hereto, the addenda and other agreements referred to in this Agreement and the terms and conditions contained in the Account statements and confirmations contain the entire agreement between JDM Capital and User; and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between JDM Capital and User, provided any and all other agreements, if any, between JDM Capital and its affiliates and User not inconsistent with this Agreement will remain in full force and effect.
c. Assignment and Escheatment. User may not assign this Agreement without first obtaining JDM Capital’s prior written consent. JDM Capital may assign, sell, or transfer User’s Account and this Agreement, or any portion thereof, at any time, without User’s prior written consent. The assets in User’s Account may be transferred to the appropriate state if no activity occurs in User’s Account within the time period specified by state law.
d. Amendment. JDM Capital reserves the right to amend this Agreement without prior notice to User or as required by Applicable Rules. The current version of the Agreement will be posted on the websites and user’s continued Account activity after such amendment constitutes User’s agreement to be bound by all amendments to the Agreement, regardless of whether User has actually reviewed them. JDM Capital is not bound by any verbal statements that seek to amend the Agreement.
e. Termination. JDM Capital may terminate this Agreement, or close, deactivate, or block access to User’s Account. User will remain responsible for the payment of all obligations incurred in User’s Account or otherwise. User may terminate this Agreement after paying any obligations owed upon written notice. The Agreements survives termination of the Account.
f. Force Majeure. JDM Capital will not be liable for loss caused directly or indirectly by conditions beyond JDM Capital’s reasonable control, including but not limited to Force Majeure events. “Force Majeure” means events that are beyond the reasonable control of a party, including but not limited to the following: disasters, extraordinary weather conditions, earthquakes or other acts of God, war, insurrection, riot, labor strikes, terrorist acts, government restrictions, exchange or market rulings, suspension of trading, computer or communication line failure, or failure of market centers or transmission facilities.
g. Indemnification. User agrees to indemnify and hold harmless JDM Capital, its affiliates, and Third-Party Providers and their respective officers, directors, employees, agents, and representatives from any and all liabilities, losses, costs, judgments, penalties, claims, actions, damages, expenses, or attorney’s fees (collectively “Losses”) resulting or arising directly or indirectly from User’s use of the Services.
h. Waiver. JDM Capital’s failure to insist on compliance with this Agreement will not constitute a waiver of any of its rights.
i. Admissibility of Documents in Proceedings. All documents in any format are considered to be true, complete, valid, authentic, and enforceable records of the applicable document, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in print form. User will not contest the admissibility or enforceability of JDM Capital’s copy of the documents in any proceeding arising out of this Agreement.
j. Governing Law, Jurisdiction, and Venue. This Agreement will be governed by the laws of the State of New York, but not its conflicts of law provisions. User hereby consents to the jurisdiction of and venue within the State of New York for all disputes arising out of or relating to this Agreement.