Gotrade Securities Inc.
TERMS AND CONDITIONS
1.

INTRODUCTION TO THESE TERMS AND CONDITIONS
1.1

2.

INFORMATION ABOUT US
2.1

3.

These Terms and Conditions (“Terms”) apply to, and govern, your use of all the mobile
applications, products, software, services, websites, publications, email subscription andthe content thereof, other services made available to you, and your relationship with us(collectively, the “Service”) operated by Gotrade Securities Inc. (“we”, “us” or “our”).
When we refer to the Service, we also mean any portion, aspect or feature of our services
or the Service. The words “you”, “your” and “yours” refer to you as the user of the Service.

We are Gotrade Securities Inc. (“Gotrade”), a company registered under the LabuanCompanies Act 1990 in Labuan, Malaysia and a company licensed to carry on business asa Labuan Securities Licensee under the Labuan Financial Services and Securities Act 2010
(License No. SL/20/0014).

IMPORTANT NOTICE ON THESE TERMS
3.1

You can accept the Terms by:(a) clicking to accept or agree to the Terms, where this option is made available to you inthe user interface (mobile application, hereinafter referred to as the “Gotrade app”)
for the Service; or(b) simply using the Service, or continuing to have access to the Service. In this case, youunderstand and agree that we will treat your use of (or access to) the Service asacknowledgement that you have read, understood, accepted, and agree to, and bebound by, the Terms from that point onwards. The latest version of these Terms will
be made available on our website and it is your responsibility to ensure you review
all terms on a regular basis.

4.

3.2

By visiting or using the Service, you acknowledge and agree that you accept these Terms,
as may be amended by us from time to time. Continued use of the Service constitutes youracceptance of these Terms, including any revisions to them.

3.3

Additional terms and conditions, policies, agreements, and/or disclosures may beprescribed by us and shall be considered an integral part of these Terms and areincorporated into these Terms by reference (“Additional Terms”) (for example, Appendix
1 attached hereto). Such Additional Terms may apply with respect to your access to anduse of the Service generally or certain products and services that may be accessed via theService. In the event of a conflict between these Terms and the Additional Terms, the termsof such separate Additional Terms will prevail with respect to such specific products orservices.

3.4

The Additional Terms include without limitation the agreements and disclosures locatedat https://www.heygotrade.com/legal. If you do not agree to the Terms at any time, wewill not license the Service to you and you must stop using the service immediately.

THIRD PARTY TERMS AND CONDITIONS
4.1

Your access to the Service may also be subject to terms of use, privacy and otheragreements required by third party providers in connection with use of your device,
telephone, wireless and other services. These agreements and/or disclosures include

1without
limitationalltheagreements
https://www.heygotrade.com/legal.
5.

6.

and

disclosureslocatedat

PROVISION OF INFORMATION
5.1

You agree to provide us with all such information, documents and/or assistance as may
be necessary to enable us to comply with our obligations under all applicable laws, rules
and regulations for any purpose including, but not limited to, anti-money laundering andcountering of terrorism financing purposes.

5.2

You acknowledge that we may implement whatever security procedures and features wedeem appropriate and/or necessary from time to time to verify your identity.

5.3

Your information is held in compliance with Malaysia’s Personal Data Protection Act 2010.
If during the application process, or any other communications with us, you provide
personal data of another person, you warrant and agree that such person has given
consent to us to process such data, and you shall indemnify and hold us harmless against(i) our failure to comply with applicable law, and (ii) any action, claim or complaint fromany relevant authorities concerning the provisions of our terms and conditions including
our privacy policy. Our privacy policy is located at https://www.heygotrade.com/legal
and is incorporated into these Terms by reference.

5.4

The language of communication shall be English, and you will receive documents andother information from us in English. By using the Service, you agree to receive
communications and trading services from us in English and be subject to the terms andconditions of these Terms, which are in English. We may in our sole discretion provide
local language support. If a document is translated into another language, such document
will be for information purposes only and the version in English will prevail in the eventof any inconsistency.

DEFINITIONS AND INTERPRETATIONS“Account” means any account or accounts now or hereafter opened or maintained by you with
us under these Terms, which forms part of your relationship with us.
“Alpaca” means Alpaca Securities, LLC, a company incorporated in the United States. Alpaca isa registered broker dealer and a member of the Financial Industry Regulatory Authority, Inc.
and the Securities Investor Protection Corporation. Alpaca is not in any way affiliated to us.
“Applicable Laws” means all relevant or applicable statutes, laws, rules, regulations, directives,
circulars, notices, bye-laws, guidelines, etc. (whether of a governing body, regulatory or otherauthority, market, exchange, clearing house or self-regulatory organisation).
“Clearing Agent” means any clearing agent that we may from time to time appoint in ourabsolute discretion.
“Close-out”, in respect of a Transaction, shall mean the act of closing out such a transaction(whether by way of an offsetting transaction or otherwise) or replacing such Transaction.
“Confirmation” means the written notice which contains specific terms of a Transaction enteredinto between you and us.

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“Data and Technology” means data (including, without limitation, market data), information,technology, connectivity, software, hardware, data processing systems, networks, electronicorder entry, routing or execution systems.
“Gotrade Junior” refers to a related Service set up for the purposes of providing access tonominated persons, as determined by you in your absolute discretion. The establishment of the
Account will be subject to you having previously met all our account opening requirements inclause 16.3. The display name used on the Gotrade Junior account will be the name of yournominated person, but the ‘know your customer’ name will be you. A Gotrade Junior accountdoes not confer upon the nominated person rights in, title to, or interest in, the Gotrade Junioraccount, as those rights, title and interest will always belong to you. In this regard, clause 23.8
applies to all Gotrade Junior accounts.
“IRS” means the Internal Revenue Service, which is the revenue service of the United Statesfederal government and is responsible for collecting taxes and administering the United States’
Internal Revenue Code.
“Money Transfer Service” means any online remittance or funds transfer facility that we mayfrom time to time offer as a means to fund your Account. Links may be made available to you
for you to engage directly with those parties, where you will establish a relationship based on
their account opening requirements. You are under no obligation to use such services.
“Rapyd” means Rapyd Holdings Pte Ltd, a company incorporated in Singapore. Rapyd isregulated by the Monetary Authority of Singapore as a Major Payment Institution. Rapyd is notin any way affiliated to us.
“Transactions” shall include transactions in securities or such other transactions in the markets
in the United States or such other markets that we may from time to time permit to be carriedout under any Account.

7.

6.1

The headings in these Terms are included for convenience only and shall not affect theconstruction of these Terms. Expressions in the singular form shall include the plural (andvice versa) and words importing the masculine shall include the feminine and neuter
genders.

6.2

Where any provision is inconsistent with any Applicable Laws, the affected provision will
be deemed modified or superseded by such Applicable Laws as relevant to thE extent that
conformity with the same is achieved and all other provisions and the provision so
modified shall in all respects remain in full force and effect

INFORMATION ABOUT YOU
7.1

You are a self-directed investor who is individually responsible for determining thesuitability of your investment decisions. You acknowledge that you utilise the Service atyour own risk, including the investment and analytical tools we make available to you andthat you are responsible for the investment decisions made by you. You confirm that you
have opened an Account with us for the purposes of undertaking transactions in capital
markets products.

7.2

You recognise that numerous independent resources are available from which you canobtain information about issuers, securities, exchanges, industries, and any other factorsthat might influence a reasonable investment decision. You understand that all trades and3

orders placed through the Service are at your sole risk and responsibility. You alone areresponsible for evaluating the merits and risks associated with the use of the Service. You
are responsible to make your own independent investigation and assessment of each andevery investment or Transaction, and all decisions with respect to investing in, holding or
disposing of any investment or entering or determination not to enter into or values of
securities fluctuate. You assume individual responsibility for determining the suitabilityof all investment decisions and strategies you make or implement.
7.3

You have sufficient knowledge and sophistication to independently appraise andunderstand, and before acquiring an investment or entering into a Transaction, you will
have fully understood the economic, legal, accounting and tax, merits, risks,characteristics, terms and conditions and consequences of the investment or Transaction.

7.4

We are not responsible for the strategies, actions or inactions taken with respect to yourAccount. We are not responsible for the gains or losses you incur. The orders you placeand instructions you give to us will be unsolicited. We, our employees, agents, andrepresentatives are not authorised to give you investment advice, and any instructions you
receive from us with respect to your Account will be limited to technical or administrative
guidance. All investments and Transactions will be made or entered into solely upon andin reliance on your own judgment and discretion notwithstanding any opinions,commentary, observations, advice or recommendation that may be available on the
Gotrade app, website, publication or elsewhere.

7.5

We accept no responsibility with respect to any published statements and information
contained in any prospectus, offering document or product documentation concerning
any investments and that we make no representations or warranties, and accept no
responsibility for the performance or future performance of any investment orTransaction.

7.6

You further represent and undertake that:(a) you are willing and able to access and use current technology, including the internet,
app stores, receive and send electronic mail, are familiar with messaging apps, andable to place Transactions;(b) in addition to having read, understood and accepted our Terms and additional
agreements and/or disclosures, you also have read, understood and accepted
Alpaca’s Customer Agreement, Terms and Conditions and all associated policies anddisclosures;(c) no person other than you has an interest in your Account(s) and you shall be deemed
to be, and are transacting as, sole principal. With the exception of any Gotrade Junioraccounts you may establish in accordance with their terms, no person other than you
has access to your Account(s) and we accept all trades and instructions made throughyour Account(s) and/or the Gotrade app to be coming from you alone (or, in the caseof Gotrade Junior, your nominated person);(d) except with our express written consent (and except for any security or encumbrance
created by these Terms or those of Alpaca), no person will have any security or otherencumbrance over any Account;(e) for the purposes of maintaining your Account, you consent to information being
shared with Alpaca and, if applicable, Rapyd (and Alpaca and, if applicable, Rapyd
sharing information with us); and,if you chose to establish a relationship with a Money Transfer Service, you acknowledge
that the relationship so established is between you and the Money Transfer Service andnot directly associated with your relationship with us. Gotrade does not guarantee theperformance of any Money Transfer Service you use, nor does Gotrade have any
responsibility to you for the use of any Money Transfer Service, as that is between you any
Money Transfer Service you engage with and make use of.

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8.

SERVICE AVAILABILITY
8.1

Whilst we use reasonable efforts to maintain the Service, we cannot guarantee that theService will be available at all times. We do not warrant that:(a) the Service will function uninterrupted, secure, or remain available at any particulartime or location, or that the results that may be obtained from the use of the Service
will be accurate or reliable;(b) any errors or defects will be corrected;(c) the Service is free of viruses or other harmful components; or(d) the results of using the Service will meet your requirements.

9.

USE OF SERVICE AT YOUR OWN RISK
9.1

We reserve the right, in our sole discretion and without any obligation, to modify,
improve, discontinue, or correct any errors or omissions in any portion of the Service at
any time.

9.2

All Data and Technology is provided “As Is,” “As Available” and “As Accessible”. You
agree that you are using the Data and Technology entirely at your own risk. We make norepresentations or warranties, express or implied, regarding any such Data andTechnology or any information or data transmitted over systems and networks provided
as part of the Data and Technology, including, without limitation, any warranties
regarding performance, accuracy, accessibility, completeness, timeliness, adequacy,
merchantability, non-infringement, or fitness for a particular purpose. We and any third
party providers that we may use for Data and Technology services shall not be responsible(individually nor collectively) for and shall have no liability to you, your affiliates, or any
third party with respect to any of the Data and Technology, or for any inaccuracies, errors,omissions, losses of data or information, interruptions, delays or non-performance
whether or not caused in whole or in part by their negligence or omission in such Data
and Technology or arising in connection with the use thereof.

9.3

By using the Service, you agree that we are not responsible for any losses resulting fromyour use and acknowledge the following risks:(a) internet or wireless access may be delayed or interrupted, or may be unavailable;(b) data transmitted through the internet or wireless access may be intercepted byunauthorised persons;(c) your failure to physically secure your electronic device or to protect your account can
result in unauthorised access to your account(s);(d) the accuracy, timeliness, security, reliability or completeness of data transmitted
through the internet or wireless access cannot be guaranteed; and(e) response times may be delayed by market volatility, volume, or systems capacity.

10.

TECHNOLOGY REQUIREMENTS
10.1

To access and use the Service electronically, you should have a functioning mobile device(such as a smartphone) on which you have installed the Gotrade app. The Gotrade app
can be found for most mobile devices in the device’s respective “app store”. You may also
be able to access and use the Service with a personal computer equipped with a modem
or other internet access device.

10.2

You are responsible for the selection, installation, maintenance, and operation of yourcomputer and mobile device, your telecommunications service provider, and yourcomputer and mobile device software. We are not responsible for any errors, failures, or
malfunctions of your mobile device and software or your telecommunications services due

5to the download, installation, stream or use of the Service. We are also not responsible forthe strength or stability of your internet connection.
10.3

11.

You are responsible for ensuring that your mobile device, software andtelecommunications services are compatible with the Service. We reserve the right tochange the system requirements for using the Service. The Service may automaticallydownload and install software updates. These updates are designed to improve, enhanceand further develop the Service and may take the form of bug fixes, enhanced functions,
new software modules and completely new versions. You agree to receive such updates
as part of your use of the Service.

ELIGIBILITY CRITERIA
11.1

We may limit access to all or a portion of the Service to users who do not meet certain
eligibility criteria. Identification of these eligibility criteria is in our sole discretion and issubject to change at any time. You are solely responsible for ensuring that your use of theService is in conformance with international or national laws and regulations, which areapplicable to you, including, but not limited to, the market abuse regime of the Labuan
Financial Services Authority. The Service provided by us is offered only in jurisdictions
where it is legal to do so. The availability of the Services over the Internet is not asolicitation for or offering of the Services to any person in any jurisdiction where such
solicitation or offering is illegal.

11.2

We reserve the right to limit the availability of the Services to any person, geographic area,or jurisdiction, at any time and at our sole discretion. We make no representation that theServices are appropriate or available for use in locations outside of the Federal Territoryof Labuan, Malaysia or that accessing our mobile app is legally permitted in countries or
territories where the Services may be illegal. If you access the Services from other locations,
you do so at your own risk and are responsible for compliance with local laws.

11.3

NOTICE TO RESIDENTS OF MALAYSIA (EXCLUDING LABUAN)
No approval and/or recognition from the Securities Commission of Malaysia (the “SC”)
has been applied for or will be obtained for the making available, offering for subscription
or purchase of or issuing invitation to subscribe for or purchase the interests or securities
under the Capital Markets and Services Act 2007 (the “CMSA”). No prospectus has beenor will be registered with the SC under the CMSA in connection with the issue, offer for
subscription or purchase or invitation to subscribe for or purchase the interests or
securities in Malaysia (excluding Labuan). Accordingly, any information, invitation,
advertisement, offering document or other document in relation to any security may not
be issued or distributed, in Malaysia (excluding Labuan) directly or indirectly for the
purpose of any offer of the interests and no person may make available, offer for
subscription or purchase or issue invitation to subscribe for or purchase, any of theinterests directly or indirectly to anyone in Malaysia (excluding Labuan).

12.

CONTENT
12.1

The Service may include news and information, commentary, interactive tools, securities
symbols and quotes, research reports and data concerning the financial markets, securities
and other subjects (collectively referred to as “Content”). Companies that are not affiliatedwith us may supply some of the Content. The source of all third party Content is clearlyand prominently identified. We have not been involved in the preparation, adoption or
editing of third party Content and we do not endorse or approve such Content. You must
determine for yourself what reliance you should place on the information in such Content.

12.2

Content is provided for educational and illustration purposes only and are not substitutes
for professional advice. All information provided is provided in good faith, we make norepresentation or warranty of any kind, express or implied, regarding the accuracy,

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adequacy, validity, reliability, availability or completeness of any information on thewebsite, our Gotrade app or our associated social media pages.

13.

12.3

These communications are not intended as an offer or solicitation to purchase or sell anyof these securities, or any securities offered via the Gotrade app. Investing in securities
carries risk, including the loss of principal. Past performance is not indicative of future
returns, which may vary. If in doubt (with respect to this or any other aspect of theService), please seek independent professional advice.

12.4

Certain tools published on the Service may provide general information and guidance
based upon your personalised input. This information is backward looking and we aim toprovide data sources and numbers for each tool. However, these projections arehypothetical in nature, are not guaranteed for accuracy or completeness, do not reflect
actual investment results and are not guarantees of future results. The calculations
generated by our tools do not take into consideration all costs, which may impact theresults shown.

12.5

It is your sole responsibility to evaluate the merits and risks associated with the use of thetools before making any investment decisions. We are not responsible for any losses that
occur from such investment decisions. You should rely on your own evaluation to assess
the merits and risks of the investment.

12.6

In confirming an order through the Gotrade app, you represent that you are solely
responsible for making your own independent assessment on the risks of the transaction.
You represent that you have sufficient knowledge and have conducted diligence to makeyour own evaluation of the merits and risks of any transaction carried out on the Gotrade
app.

12.7

When you use the Service, we may identify you by: your first name or last name and initial,
your profile photo, your “member since” date; and other information that does not
specifically identify you.

12.8

CONTENT AND TOOLS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASISWITHOUT WARRANTY OF ANY KIND, AND WE DO NOT MAKE ANY
REPRESENTATIONS AS TO THE SUITABILITY OF THE CONTENT AND TOOLS FOR
ANY PURPOSE, NOR TO ITS ACCURACY, TIMELINESS, COMPLETENESS,USEFULNESS OR NON-INFRINGEMENT. WE AND OUR PARENT COMPANIES,
SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS,DIRECTORS OR EMPLOYEES AND THIRD PARTY PROVIDERS SHALL NOT BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OR THE
INABILITY TO USE THE CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES
FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

QUOTES AND MARKET DATA
13.1

A third party not affiliated with us may provide us access to market data and quotes, fromwhich we derive a price to be used alongside the Service. If market data and quotes areprovided to you by a third party, your use of the market data and quotes will be governedby the terms and conditions imposed by such third party.

13.2

We may provide you information regarding the value of your share positions based on
the share price at the close of the latest market day. The data is for informational purposes
only and does not reflect the price you may receive if you sell your shares. You also
acknowledge that the quotes, and information provided based on quotes, are obtained
from sources that we believe to be reliable, but that we do not guarantee the accuracy andcompleteness of such quotes or information. You waive any claim that you might haveagainst us or the quote provider related to the quotes or the quote-based information on
the Service.

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13.3

You represent and agree that the following statements are and will continue to be true forso long as you have access to the Service:(a) you will not use any information or market data provided by a national securities
exchange or association in connection with any professional or commercial activities,
and you agree to notify us if you intend to do so and to pay any additional charges;(b) you will not use the Service in conjunction with any business as a broker-dealer,investment advisor, futures commission merchant, commodities introducing broker,
commodity trading advisor, member of a securities exchange or association or futurescontract market, or an owner, partner or associated person of any of the foregoing;and(c) if you are employed by a bank or insurance company (or an affiliate of either), youwill not perform functions related to securities or commodity futures trading activity,
except with respect to your Account(s) with us.

14.

PROHIBITED USES
14.1

You may not:(a) use the Service for any illegal purpose, or any other purpose not permitted in theseTerms;(b) use the Service or the Content or features for a commercial purpose;(c)copy, distribute, transmit, export, duplicate, imitate, broadcast, display, sell, or
exploit the Services (or any part of any of them) without our written permission;(d) reverse-engineer, decompile, create derivative works of, modify, disrupt, otherwise
tamper or disassemble the technology we use to provide the Service or otherwise
attempt to obtain our source code;(e) bypass, modify, decompile, reverse-engineer, disassemble, tamper with orcircumvent any of the security features of the Service, including altering any digitalrights management functionality of our Service;(f)impersonate another person or entity, misrepresent your affiliation with a person orentity (including us), or use a false identity;(g) use the login information of another person;(h) assist or encourage any third party in engaging in any activity restricted by theseTerms;(i)use automated scripts to collect information from or otherwise interact with theService;(j)use our name or trademarks in any way that implies affiliation with, or an
endorsement, sponsorship or approval by us without express written permission;(k) remove or alter any copyright, trademark or other proprietary notice contained on
the Service;(l)engage in any activity that interferes with any third party’s ability to use or enjoy, or
our ability to provide the Service;(m) interfere with, disrupt, damage, limit or impair the Service or our servers through theuse of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service
attacks, packet or IP spoofing, forged routing or electronic mail address information,or similar methods or technology;(n)“deep link” or frame, inline link or mirror any part of the Service without our written
permission;8

(o) engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or
any other type of unsolicited solicitation;(p) create alternative servers for use with our Service;(q) use or create software which automatically interacts with our Services, such that thelevel of user interaction required is less than would be required without that software;(r)intercept or modify the communications between our Service and our servers;(s)deliberately exploit any bugs you find in our Service;(t)market, rent or lease the Service for a fee or charge, or use the Services to advertise or
perform any commercial solicitation;(u) use the Service in a manner that may create a conflict of interest or undermine thepurposes of the Service;(v) provide or otherwise make available the Service (or any data made available to youin the provision of the Service) in whole or in part (including any object and sourcecode), in any form to any person without prior written consent from us;(w) modify, reproduce, distribute, create derivative works or adaptations of, publicly
display or in any way exploit the Service in whole or in part except as expressly
authorised by us in a separate written document; or(x) remove, obscure, or alter any proprietary rights notices (including copyright andtrademark notices) which may be affixed to or contained within the Service.

15.

14.2

In relation to your use of our Service, we may on occasion allow you to post comments,
photos, videos, links or other materials to your profile page, or other parts of the Gotradeapp. All comments, photos, videos, links or other materials that you submit, including
linked material, must not be inappropriate, abusive or otherwise offensive, and must notcontain, depict or involve (without limitation) any of the following: profanity or otherwise
offensive language; nudity or pornographic material; derogatory characterisations of any
ethnic, racial, gender, professional, age or religious groups; content that endorses orcondones any illegal, inappropriate or risky activity or behaviour or any particularpolitical agenda or message; any content that defames, misrepresents or contains
disparaging remarks about other people, products or companies; content that endorses
any form of hate or hate group; content that communicates message or images inconsistent
with the positive images and/or goodwill to which Gotrade wishes to associate; or any
other content that is or could be considered illegal, inappropriate, unsuitable or offensive,
the suitably of which will all be as determined by Gotrade in its sole discretion. Similarly,
all communications with us, whether by email, chat or verbal, in the normal course of yourrelationship with us, should also not be inappropriate, abusive or otherwise offensive. We
reserve the right to block or delete any comment, photos, videos, links or other materials
on your profile page, or other parts of the Gotrade app, which we, in our sole and absolute
discretion, think are in contravention of this clause.

14.3

We reserve the right to change, cancel, close, suspend or restrict any account that you havecreated in association with the Service at any time, for engaging in any prohibited use
listed in clause 14.1 and 14.2 above, for any reason or no reason, without notice to you.
You agree that if we disable access to your account, you may be prevented from accessing
the Service, your account details, or any files or other Content related to your account. If
we suspend, disable or close your account, you may not create another one without our
express permission. The closing, suspension or restriction of an account does not affectobligations incurred before the account was closed.

TAX
15.1

As part of our onboarding process, you will be required to complete a United States (“US”)
IRS W8-BEN form, which is a “Certificate of Foreign Status of Beneficial Owner for United

9States Tax Withholding and Reporting (Individuals)”. You may from time to time be asked
to update your W8-BEN form; failure to do so may result in restrictions being placed onyour Account, which may include, but are not limited to, preventing you from engaging
in any Transactions.

16.

15.2

You are solely responsible for managing all your tax matters and adhering to the relevant
tax laws applicable to you and you confirm that you are always in compliance with the tax
laws applicable to you. We are not liable for any direct, indirect, special or consequential
consequences whether monetary and/or in other form arising from your inability to meetyour own tax obligations.

15.3

Dividends and interest income received by you (being outside of the US) will have apercentage held back at the time of payment. This withholding is withheld by Alpaca andsent to the IRS on your behalf. The statutory rate is 30%, unless you have claimed an active
treaty for your Account, in which case it may be lower. Treaty claims are made throughthe IRS W-8BEN form. For more information on tax treaties for international investors,
please visit the IRS website for tax treaty tables.

15.4

As a non-US investor, you will be sent a 1042-S form by the end of Q1 for the preceding
calendar year. Any US withholding that occurred during that preceding year, along with
the income it is attributed to, will be reported on your 1042-S form. This form will be madeavailable in the Gotrade app. Typically, no US tax filing is necessary, however you may berequired to report certain income earnings to the tax authorities in your country.

15.5

The Service does not and is not intended to provide trade, investment, legal or tax advice.
Consult a professional for advice regarding your specific situation.

YOUR RIGHTS & RESPONSIBILITIES
16.1

LICENSEIn exchange for you complying with the Terms, we grant you a personal, worldwide,royalty-free, non-assignable and non-exclusive license to use the software provided to you
by us as part of the Service.
This license is for the sole purpose of enabling you to use the Service in the mannerpermitted by the Terms. Any use of the Service other than as specifically authorised herein,
without our prior written permission is strictly prohibited and will terminate the license
granted herein.
You acknowledge that your use of the Service grants you no rights in, title to or interest in
the Service or any of our intellectual property rights (including copyright, trademarks,
service marks, house marks, trade names, logos, domain names, other distinctive brandfeatures and other intellectual and proprietary rights (whether those rights happen to beregistered or not, and wherever in the world those rights may exist) associated with theService, which are protected by copyright, trade dress, patent, trademark laws and allother applicable intellectual and proprietary rights and laws) other than the right to use
the Service in accordance with the Terms.
Except as expressly and unambiguously provided herein, we do not grant you any express
or implied rights in or to the Service; all rights in and to the Service are retained by us.

16.2

THIRD PARTY SERVICESOur Service may contain links to third party websites or services that are not owned orcontrolled by us. We have no control over, and assume no responsibility for, the Content,
privacy policies, or practices of any third party websites or services.
You further acknowledge and agree that we shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection withuse of or reliance on any such content, goods, or services available on or through any such10

websites or services. We strongly advise you to read the terms and conditions and privacy
policies of any third party websites or services that you visit.
16.3

ACCOUNT OPENING
You will need to create an Account with us, and place your own funds in your Account,to access the Service. You may not register an Account for anyone but yourself. All
accounts are subject to our ‘know your customer’ and anti-money laundering
requirements and failure to meet these requirements will result in the Account not being
created. Your Account is personal to you and may not be transferred to or shared withothers, except in accordance with clause 16.4 in respect of a Gotrade Junior account. You
represent, warrant and undertake that:(a) you have full legal capacity and power to accept and agree to these Terms, to open,
maintain and/or continue to maintain all Accounts and to give orders thereon, enter
into Transactions and use the Services under these Terms;(b) you are at least 18 years old;(c) the information that you provide to us upon registration and at all other times will betrue, accurate, current and complete. From time to time, we may request additional
documentation or information to ensure compliance with Applicable Laws, inparticular those relating to the prevention of money laundering;(d) you will maintain and update your information through the Profile function of the
Gotrade app, or through any other means determined by us. Failure to do soconstitutes a breach of these Terms, which may result in termination of your accounton the Service;(e) you authorise us to retain a copy of all information received from you, including theinformation you submit through the registration process or that you provide to us
from time to time, and you agree to our privacy policy;(f) you will not misrepresent your identity, your personal information, or your third
party account information, or provide any false or misleading information; and(g) you will immediately notify us of any unauthorised use, any breach of security or
unauthorised use of your Account.

16.4

GOTRADE JUNIOR
A Gotrade Junior account is an Account that is established by you, but operated by yournominated person. Your nominated person must be any one of your children under theage of 18. The purpose of the account is to help you further your nominated person’s
financial education goals. You may establish one Gotrade Junior account per child.
A Gotrade Junior account is a mirror of your existing Account and in every respect is anaccount that always belongs to you. To distinguish your main Account from the GotradeJunior account, the display name on the Gotrade Junior account will be that of yournominated person. You may elect to establish a Gotrade Junior account via the Gotradeapp, which would require you to provide the full name, email address and date of birth ofyour nominated person. In so doing, you, as the parent or legal guardian of yournominated person, consent to the provision of your nominated person’s information forthis purpose, in line with clause 5.3. You further warrant that your nominated person is
not a “politically exposed person” or “close associate of a politically exposed person”, asdefined under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds ofUnlawful Activities Act 2001 of Malaysia, its subsidiary legislations, guidelines, policies,and directives, as may be administered by the Central Bank of Malaysia and/or the
Labuan Financial Services Authority.
Your nominated person would be required to download the latest version of the Gotrade
app via the appropriate app store. Your nominated person will be able to access theGotrade app using their email address and therefore they will have access to the GotradeJunior account via their own device.

11

Please note the following conditions applicable to a Gotrade Junior account:(a) it is your responsibility to inform your nominated person that they are not to share
their access credentials and it is your responsibility to ensure that they do not do so;(b) the Gotrade Junior account is not a trust account and your nominated person does notacquire any legal and/or beneficial interest in the Gotrade Junior account;(c) you agree that we may disclose information on the Gotrade Junior account and otherrelated information necessary (including education materials) to provide the Service
to your nominated person;(d) you will receive all transaction activity emails related to the Gotrade Junior account;(e) funds placed in the Gotrade Junior account are funds belonging to you. All money
deposited must come from you and withdrawals can only go back to you;(f) the Gotrade Junior account will not be eligible for any Rewards (as detailed in clause22) given to your account;(g) the value of the Gotrade Junior account is determined by you and you accept all
responsibility for Transactions undertaken by your nominated person in the GotradeJunior account. We recommend that you consider an appropriate value for any
Gotrade Junior accounts you wish to establish;(h) all positions established in the Gotrade Junior account belong to you, as beneficial
owner of the Gotrade Junior account. Should your nominated person wish to establish
their own account (once they have met the minimum age requirement), any positions
established in the Gotrade Junior account cannot be transferred to this newly createdaccount, as that would result in a change in beneficial ownership. Any new accountso established would require its own funding from a source in the name of the accountholder;(i) you agree that we are not responsible to monitor that the Gotrade Junior account isused for its intended purpose by you and/or your nominated person and you hold us
harmless from any claim and shall indemnify us for any losses and damages arisingfrom any such claim;(j) if you request to close a Gotrade Junior account, you must ensure that all open
positions are liquidated before instructing a withdrawal;(k) if the Gotrade Junior account is still not closed when your nominated person hasreached the age of 18 years, we have the right and discretion to close such account. In
such event, all open positions will be liquidated and the monies will be transferred toyour account;(l) we may change, terminate or suspend the Gotrade Junior account, for any reason wedeem necessary, without prior notice or liability, for any reason whatsoever, including
but not limited to, the breach of these Terms. We are not obliged to provide a reason
to you, verbally or in writing, for such termination;(m) it is solely your responsibility to provide appropriate help, assistance, support andguidance to your nominated person. If you do not feel you are able to provide
appropriate help, assistance, support and guidance to your nominated person, we
strongly recommend you do not establish a Gotrade Junior account; however, you canseek professional advice should you feel it necessary and/or appropriate. We areunable to provide tax advice, investment advice, or any other forms of advice.
16.5

Additional Features
Certain additional features are made available to users of the Gotrade app including,
without limitation, candlestick charts, analyst ratings, price targets, expected returns, riskbenchmark and company earnings (collectively, “Additional Features”). Please note thefollowing conditions, in addition to these Terms, are applicable to your use of theAdditional Features:

12General(a) The Additional Features are available to you as a user of the Gotrade app. We, in oursole discretion, reserve the right to determine the content available for such Additional
Features, and to make changes to the availability of such content (such as removal,
addition, or variation);(b) You further acknowledge that we may, from time to time, offer different kinds ofmembership plans, each of which is subject to different limitations, restrictions,content, and fees;(c) We may change the terms governing your accessibility to and usage of the Additional
Features, including, without limitation, imposing access fees, at any time by giving
you advance notice of such changes. If you do not agree to such changes, you will lose
access to such Additional Features. Any changes will apply no earlier than 30 days
from the day we send a notice to you;(d) You understand that all information provided under the Additional Features isgeneral in nature and does not take into account your objectives, financial situation orneeds. All information is aggregated from third party sources, and does not containany investment advice or recommendations on any stock. If you require financial,investment or tax advice, please consult with an independent advisor.
(e) We reserve the right to immediately terminate, suspend, limit, or otherwise restrict
your access to the Additional Features at any time, without notice and without liability
to you if you breach these Terms, or violate any Applicable Laws or regulation. You
agree that we and/or our affiliates will not be liable to you for such termination,suspension, limitation, or restriction.
(f) Where your access to the Additional Features is terminated by us under these Terms,
you shall not have access to the Additional Features immediately upon suchtermination.
16.6

CONFIDENTIALITY
You are solely responsible for protecting the confidentiality of your access credentials andinformation. We are not liable for any loss or damage from your failure to comply withthis security obligation. You are responsible for safeguarding the access tokens that you
use to access the Service and for any activities or actions under your access tokens, whether
your access token is with our Service or a third party service.
You agree not to disclose your access information or token or grant access to your accountto any third party. If you permit a third party to access your account or act on your behalf
while accessing the Service, you do so at your own risk. We will consider any request madeor action taken with your account access information to be a request or action by you or
authorised by you. We are not liable for any losses or damages caused by any third personthat you authorise or allow access to your account or the Service. If you authorise or allow
a third party to access your account or Service, you will cooperate with us in our efforts to
defend claims by that third person, and will indemnify us against any liability, expense,
loss or damage that arises from such third party access.

16.7

RESPONSIBILITY FOR ORDERS
You understand that you will be solely responsible for all orders transmitted
electronically, or use of any data, information, or services obtained, using your account.
You agree that we are not required to inquire as to the authority or propriety of any
instructions given to us by you or via your account, and we will not be liable for any losses
you incur, (including any claims, damages, actions, demands, investment losses, or otherlosses, as well as any costs, expenses charges, attorneys’ fees, or other fees and expenses
incurred), or other liability arising out of any such instructions as long as such instructions
reasonably appear to be authentic. You accept full responsibility for monitoring youraccount.

13

You also understand that we, Alpaca, or any regulatory body, our directors or employees
have the right to cancel or Close-out any executed Transaction, on the grounds that it was,in their respective opinion, clearly erroneous.
If at any time a Transaction is based on a manifest error, we, Alpaca, or our Clearing Agent,
may act reasonably and in good faith to:(a) void the Transaction as if it never took place;(b) close the Transaction or any open position resulting from it; or(c) amend the Transaction so that its terms are the same as the transaction which would
have been placed had there not been a manifest error.
For the purposes of these Terms, a “manifest error” is an error, omission or misquote,which by our fault (or the fault of Alpaca) is materially and clearly incorrect when taking
into account market conditions and quotes in the market (including executions during a
trading halt or other stock exchange actions) at the relevant point in time, which may
include an incorrect price, date, time or any error or lack of clarity of any information,
source, official result or pronouncement.
17.

BINDING USE OF ELECTRONIC COMMUNICATIONS & SERVICES
17.1

ELECTRONIC COMMUNICATIONS
The term “Communications” in these Terms includes, but is not limited to, agreements
related to the Service and its usage; legal and regulatory disclosures and notices associatedwith the Service; privacy and security policies and notices. By agreeing to these Terms,
you agree that all Communications from us relating to your use of, or access to, the Service
may be provided or made available to you electronically by email, text messaging, “inapp” messaging, other app messaging services like WhatsApp, or by posting a
Communication on the Service, and that you can access the Communications in thedesignated formats described below. Your consent to receive Communications and do
business electronically, and our agreement to do so, applies to all of your interactions andtransactions with us and our agents concerning your Service usage and access.

17.2

ELECTRONIC SIGNATURE
As the Account can only be used by you, all electronic signatures or indication of assent
are identifiable to you as a signatory. Your electronic signature or indication of assent inelectronic form to any document related to the Service is sufficient to legally bind you as
if you had physically executed a hard copy of that document. You will not dispute theadmissibility of an electronically stored copy of a document that you electronically signed
or to which you indicated your assent. You will not dispute the validity of your electronic
signature or indication of assent and you will not dispute the admissibility of the businessrecords maintained by us to reflect and memorialise your electronic signatures andindications of assent.

17.3

COMMUNICATION ERRORS
If you fail to receive a monthly account statement within fifteen (15) days of the end of theprevious month, or a transaction confirmation within five (5) days of the trade date, youmust notify us in writing. You understand that we shall not be deemed to have received
any order electronically transmitted by you until we have acknowledged to you that theorder has been received by us. You agree that we will not be liable to you for any losses
arising in connection with your delay in properly reporting an error including without
limitation losses resulting from market fluctuations.

17.4

REVIEW OF ELECTRONIC COMMUNICATIONS
You are responsible for promptly reviewing all orders, executions and account statements
in connection with your Account. You are responsible for notifying us immediately in
writing of any unauthorised use or unusual activity with respect to your Account, which

14may include, but is not limited to, failure to receive accurate confirmation of a transaction,
receipt of confirmation of a transaction you did not place or the discovery of any inaccurate
information relating to your account. Further, you are responsible for inputting accurate
trading information, and before entering additional orders, you are responsible forknowing the status of any orders that are pending. Unless you notify us of a discrepancy
within ten (10) days after the delivery of a confirmation or account statement, it will bedeemed to have been accepted by you as delivered.
18.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
18.1

19.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL
REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS AREDISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS, OR OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BYSTATUTE, COMMON LAW OR IN EQUITY. WE DO NOT MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICE IN
TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR
OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY
MAINTENANCE, REPAIR, OR CORRECTION TO ANY EQUIPMENT YOU USE IN
ACCESSING THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR
THAT THE SERVICE, OR THE SERVERS THAT PROCESS INFORMATION FOR US,
ARE FREE OF VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. THE SERVICEIS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS.
WE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR DAMAGES OF ANY KINDARISING FROM THE USE OF THE SERVICE, INABILITY TO USE THE SERVICE, OR
CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO
DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES,EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE LIMITATIONS ON LIABILITY APPLY TO CLAIMS FOR BREACH OF
CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICTLIABILITY, NEGLIGENCE, OR OTHER TORT TO THE EXTENT PERMITTED BYAPPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
THE CUMULATIVE LIABILITY OF US, OUR AFFILIATES, AGENTS AND THEIRRESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL
CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE
SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTRECEIVED BY US FROM YOU DURING THE SIX MONTH PERIOD PRIOR TO THE
ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) $50.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO
WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR
HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION
19.1

You agree to indemnify and hold us and our employees, representatives, agents, attorneys,
affiliates, directors, employees, officers, managers and shareholders (the “Indemnified
Parties”) harmless from any damage, loss, cost or expense (including without limitation,
attorneys’ fees and costs) incurred in connection with any third party claim, demand or
action (“Claim”) brought or asserted against any of the indemnified parties alleging facts
or circumstances that would constitute a breach of any provision of these Terms by you;arising from, related to, or connected with your comments, your use of the Service, or yourviolation of any rights of another. If you are obligated to provide indemnification pursuant
to this provision, we may, in our sole and absolute discretion, control the disposition of15

any claim at your sole cost and expense. Without limitation of the foregoing, you may notsettle, compromise or in any other manner dispose of any claim without our express
written consent.
20.

BROKERAGE
20.1

APPOINTMENT AS AGENT
You appoint us as your agent to carry out your directions and instructions in accordancewith these Terms. You authorise us to take any action with respect to your account that
we deem necessary or suitable to accomplish the purposes of these Terms.

20.2

TRADE EXECUTION
Unless you specifically direct otherwise, you authorise us to execute any order for yourAccount on any exchange or market. Placing an order on the Gotrade app does notguarantee that it can be executed, and we are not responsible if an order cannot be
executed according to your instructions. We are not responsible for unexecuted orders due
to communication failures. The Gotrade app employs automated systems to routecustomers’ Transactions.

20.3

ORDER CANCELLATION AND MODIFICATION
Once you have placed an order online, there is no guarantee that we will honor asubsequent request to cancel or modify that order. We are not liable to you if we do notcancel or modify an order placed by you or on your behalf. You should note that duringmarket hours, it may be impossible to cancel your order, as orders may be subject toimmediate execution. An order is only cancelled when you receive a cancellation
confirmation. Please also refer to our Market Volatility Disclosure.

20.4

REPORTING
You authorise us and/or Alpaca to report any dividends paid or sales proceeds in yourAccount to the IRS in accordance with Applicable Law.

21.

CHARGES & PAYMENTS
21.1

PAYMENT OF ACCOUNT OBLIGATIONS
You have a duty to us to pay for all trades, debit balances or other obligations owing inyour Account, and must pay any account balance owed to us on demand. You have a duty
to pay all applicable fees, commissions, taxes and other charges, including late fees that
apply to the Service we provide to you. The fees, commissions, taxes and other charges
associated with your account may change without notice, and you will be bound by suchchanges. If any Account carries a negative balance, you must pay a reasonable rate ofinterest determined by us on the principal amount. If you fail to make a payment on time,
you must pay a reasonable late fee determined by us.
If you choose to fund your Account via the Gotrade funding page (available via the
Gotrade app), you will be doing so using the services of licensed remittance providers orfund transfer operators. We will introduce you, on a fully disclosed basis, to those service
providers in order to facilitate those funds transfers and you will be bound by theiraccount terms and conditions. The remittance providers or fund transfer operators are notaffiliated to us in any way.
You acknowledge that in the event that there are no open positions in your Account for an
extended period of time, we may designate your Account as “inactive”. If you request toreactivate your Account, you agree to provide whatever information and execute such
additional documentation as we may reasonably require, and to be bound by the versionof this Agreement in effect at such time. We may impose inactivity fees on inactive
accounts, to be calculated and charged in any manner as we determine, which shall be16

published from time to time on our website. Any inactivity fees so charged will be charged
on a monthly basis.
21.2

PRICING
Details of the pricing for the Services are available here. You acknowledge that byaccepting these terms and conditions, you agree to pay the fees set out in the schedule.

21.3

LIEN
All securities, assets and other property which are held in your Account are subject to alien in our favor for the payment of all trades or other obligations arising in connection
with your account. You grant us your express legal authority to use, liquidate and/ortransfer any and all securities, assets or other property in your account as needed to satisfy
any indebtedness arising in connection with your account, to the extent permitted by law.

22.

REWARDS
22.1

Upon completion of the Account opening process and during the lifetime of yourrelationship with us, we may extend to you monetary and/or stock rewards (“Rewards”),
which may be tied to a specific marketing promotion, action or activity milestone. These
marketing promotions, actions or milestones could include the completion of the accountopening requirements, making use of our referral programme, responding to a specificmarketing promotion provided by us or our partners, or any other action where a specific
Reward has been provided for the completion of said action or milestone, as determinedfrom time to time.

22.2

Any monetary rewards extended to you may not be withdrawn from the Account for aperiod of 60 days. Stock rewards may be sold, but the proceeds from the sale may not be
withdrawn for a period of 60 days after the stock reward is given. You may freely
undertake purchases and sales with any Rewards. In relation to stock rewards (and for the
avoidance of doubt), the 60 day timeline commences from when the stock reward iscredited into your Account, not from when the stock is sold.

22.3

We may claw back partially or all Rewards credited to you as part of the completion of theaccount opening requirements in clause 16.3, if your Account has never completed a first
deposit within the first 16 weeks of opening the Account. For the purposes of these Terms,
a first deposit is defined as a self-funded deposit that you have undertaken via the Gotrade
app funding page, or any other mode chosen by you, to place your own funds in yourAccount. The 16 week timeline starts from the date the Rewards were credited. We reserve
the right, in our absolute discretion, to close your Account if you have failed to complete
a self-funded deposit. The Account closure will be completed shortly after the Reward
claw back has been completed.

22.4

Any Reward claw back that we apply to your Account (which shall be at our discretionand shall be based on actions, or inactions, on your part for example, not undertaking adeposit action) will only apply to Rewards that we have credited to your Account.

22.5

From time to time, we may offer an incentivised referral programme, where you will beable to refer friends and family to the Gotrade app. Terms associated with any referralprogramme will be published separately on our website, or provided to you as part of the
programme. We reserve the right to suspend, terminate or alter any such programme
without providing a reason. Incentivised referrals will not apply to Gotrade Junioraccounts, as those are accounts that belong to you.

22.6

We reserve the right to either decline the grant of any Reward, or to claw back any Reward(in the case of a stock reward, the dollar proceeds from the sale of the stock reward), in theevent that we determine in our sole discretion that there may have been fraudulent activity
or a violation of these Terms in connection with the Account or the referred customer’s
account.

17

23.

MARKET DATA
23.1

You understand and agree that you are accessing all Market Data available on the Gotrade
app as a non-professional subscriber and will only use such data for personal and/or nonbusiness use.
For the purposes of this Agreement, “Market Data” includes, without limitation: (a) lastsale information and quotation information relating to securities (b) bond, equity last saleand quotation information, index and other market information; and (c) all informationthat derives from any such information.

24.

VALIDITY
24.1

GOVERNING LAW
Use of the Service is governed by and will be construed in accordance with the laws of
Malaysia without giving effect to any principles of conflicts of laws.

24.2

DISPUTES
Any complaint, dispute or controversy by you should in the first instance be referred to
us in writing via support@heygotrade.com, or via our live chat service. We will investigate
the complaint to determine if the complaint falls under the Services, or if the complaintneeds to be referred to Alpaca or any other service provider.
To the extent that any dispute arising under these Terms is not subject to mandatory
arbitration, exclusive jurisdiction and venue will be with a court of competent jurisdictionin Malaysia. You consent to the jurisdiction of such courts and agree to accept service ofprocess issued by such courts. The language of arbitration shall be in the English language.

24.3

SEVERABILITY
If any provision of these Terms is unlawful, void or unenforceable, the remaining
provisions will remain valid and in effect to the fullest extent possible. If any invalid,
unenforceable or illegal provision would be valid, enforceable or legal if some part of it
were deleted or modified, the provision shall apply with whatever modification isnecessary.

24.4

WAIVERAny waiver by us of any provision of these Terms will be effective only if in writing andsigned by our authorised representative. Any delay or omission by us to exercise any
rights under these Terms may not be construed as a waiver of any rights.

24.5

SURVIVAL
Certain provisions of these Terms, by their nature, will continue in full force and effectafter termination, including without limitation the authorisations you have granted, theDisclaimer of Warranties and Limitation of Liability, and Governing Law.

24.6

ASSIGNMENT
You may not transfer or assign any rights or obligations you have under these Terms
without our prior written consent. We reserve the right to transfer or assign these Terms
or any right or obligation under these Terms at any time. These Terms shall continue tobind you regardless of whether our rights or duties are transferred or assigned.

24.7

SUCCESSORS
These Terms are binding upon you, your estate, executors, administrators, personal
representatives, heirs, successors, assigns and any entities or individuals you represent
with respect to the Service.

24.8

NO THIRD PARTY BENEFICIARIES

18

You agree that, except as otherwise expressly provided in these Terms, there are no third
party beneficiaries to these Terms. A person who is not a party to these Terms has no rights
to enforce any of the terms.
24.9

REQUEST OF INFORMATION BY REGULATORY AUTHORITIESYou agree that any confidentiality provision does not apply to the disclosure of any
documents or information related to your Account with us to any regulatory or
governmental authority, court, or any stock exchange, or as required by law, any
apparently bona fide request, obligation or subpoena, without contesting the validity ofthat request, obligation or subpoena, and without providing any notice to you.

25.

DELEGATION AND USE OF INTERMEDIARIES
25.1

You authorise us to use, contract with, engage, appoint (directly or indirectly) any person,
which includes but is not limited to a broker, dealer, exchange, association, remittance orfund transfer operator, whether or not associated with, or connected to, us for the purposes
of us providing the Services to you in terms of these Terms.
Without prejudice to the generality of the foregoing, we have entered into a fully disclosed
arrangement with Alpaca, for the purposes of:(a) facilitating the opening of Accounts, in your name; and(b) allowing for the execution and clearing Transactions, as our correspondent broker.
For more details on this arrangement, refer to Alpaca’s Customer Agreement, and Terms
and Conditions (by which you are bound).

25.2

26.

Access to securities traded on markets in the United States is provided through Alpaca
and its partners, Velox Clearing LLC and Vision Financial Markets LLC. All of theaforementioned firms are members of the Securities Investor Protection Corporation(“SIPC”). In the event that Alpaca, Velox Clearing LLC or Vision Financial Markets LLC
fails and is placed in liquidation under the Securities Investor Protection Act, SIPC may
protect cash and securities owed to customers with respect to their securities accounts at
the failed firm, up to a limit of $500,000 (of which no more than $250,000 may be for cash),
per customer. For details, please see www.sipc.org. Note that Gotrade Securities Inc. is not
a SIPC member, but the foregoing protections are extended to you by virtue of the fully
disclosed nature of the relationship we have with Alpaca.

MODIFICATION & TERMINATION
26.1

MODIFICATION
We reserve the right to modify these Terms at any time at our sole discretion. Any changes
to these Terms become effective when we post them to the Service. If we change theseTerms, we will attempt to give you notice by posting a notice on the Service and/or
informing you via e-mail. Your continued access to, or use of, the Service after we post themodified Terms constitutes your agreement to the modified Terms. Our Terms will always
contain a version number and version date, which can be found on the last page of theseTerms.

26.2

TERMINATION
We may change, terminate or suspend our Service, for any reason we deem necessary. We
may terminate or suspend your access to our Service immediately, without prior notice or
liability, for any reason whatsoever, including but not limited to, your breach of theseTerms. We are not obliged to provide a reason to you, verbally or in writing, for suchtermination.
In addition to any other rights under these Terms, upon termination for any reason
whatsoever, we shall:

19

(a) cancel all your outstanding orders; initiate Close-outs for all your open positions
without further notice to you and without liability;(b) deduct from your Account all unpaid amounts you owe; and(c) thereafter, refund all amounts remaining in the Account, if any.
After paying any obligations owed to us, you may cancel your account with or withoutcause at any time upon written notice to us. Upon termination, your right to use the Service
will immediately cease.
27.

28.

ENTIRE TERMS
27.1

These Terms, all other agreements and disclosures referred to in these Terms or located on
the Services and any terms contained in our Communications contain the entire
understanding between you and us. In addition, you are bound by Alpaca’s Customer
Agreement, Terms and Conditions and all associated policies and disclosures. If you haveengaged the services of a Money Transfer Service, you acknowledge that you will bebound by their terms, disclosures and any other documents that make up the client
relationship. These Terms supersede any previous agreements that you have made with
us related to the subject matter hereof. If applicable, any and all other agreements between
you and us that are not inconsistent with these Terms continue to apply.

27.2

You acknowledge that your right to access and use the Services is also subject to all theimportant legal terms and disclosures that apply to your relationship with us and the local
laws of your country of domicile.

BREACH
28.1

If you breach these Terms, we may take any action we deem appropriate with respect toyour Account, and in the event of a breach or default by you, we will have all the rights
and remedies available to a secured creditor under all Applicable Laws.

CONTACT US
You can email us at support@heygotrade.com.

20

APPENDIX 1 - DEMO STATUS
Gotrade Securities Inc. will make available to you an account (the "Demo Status Account") for the
purpose of demonstrating the features of our trading services and the products that we offer. The Demo
Status Account will be designated a blue colour in the Gotrade app and the Account status will reflect
as “not activated”, or “pending”. Use of the Demo Status Account is subject to the following terms andconditions (the “Demo Status Terms”). By accessing the Demo Status Account, you agree to be boundby these Demo Status Terms, in addition to all the preceding Terms.
Warning
Success or failure of your trading in your Demo Status Account bears no relation to the probability ofsuccess in trading in the Accounts we offer.
1.

Operation of the Demo Status Accounta.

We will open a Demo Status Account for you and allocate a paper trading credit to the cash
balance of this account. You may use the credit to place trades in the products that we makeavailable in the Demo Status Account. This credit is not money and has no value. It may not
be withdrawn or transferred to other Accounts you hold with us, or to third parties.

b. The Demo Status Account is provided solely for demonstration purposes and any trades you
place in the Demo Status Account does not create any rights between us and you, or Alpaca
and you. In particular, you will not have any rights to realised profits, or any other credits
made to the Demo Status Account.
c.

We will provide derived data to the Demo Status Account and all quotes, execution prices,and the valuations of open positions will be based on this data.

d. We may make available from time to time news, charting tools and research to the Demo
Status Account. This information is provided under license from third parties and we makeno warranty as to the accuracy and completeness of such information.
e.

We do not warrant that any information or functionality provided through the Demo Status
Account will be error free or accessible at all times. The Demo Status Account, or any
portions thereof, may become inaccessible or inoperable at any time or from time to time.

f.

The information, content and functionality provided in the Demo Status Account may bechanged at any time and without notice. Changes may be made to the Demo Status Terms
by us at any time. We reserve the right to suspend or withdraw the Demo Status Account at
any time.

g. Copyright in the information, content and functionality of the Demo Status Account isowned or licensed to us.
h. Under no circumstances will we be liable for any direct or indirect losses resulting from useof the Demo Status Account or the underlying platform(s) or software, including, but notlimited to, loss of profits or goodwill, consequential losses or other damages. This limitationof liability applies as far as permitted by law.
i.

As a demo account holder, you will not be able to subscribe for any membership plans(including trial memberships) until you activate your Account.

2.

Your obligations in relation to the operation of the Demo Status Accounta.

You warrant that:i.

you will use the Demo Status Account solely in your personal capacity and not onbehalf of a company or another person;

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b.

c.

ii.

in the event that you are registered or qualified as a professional securities trader orinvestment adviser that you use the Demo Status Account solely in relation to the
management of your personal transactions;iii.

you will not distribute, republish or otherwise provide any data from the Demo Status
Account service to any third party in any manner, andiv.

you will repeat the above warranties (as applicable) each time you access the Demo
Status Account.

You acknowledge and agree that:i.

the products that we offer may not be appropriate for everyone. Trading carries a highdegree of risk to your capital;ii.

we will not consider Demo Status Account trading experience when it comes toconsidering application for any other type of Account with us and we may declineiii.

your application for any other type of account; andiv.

we are not authorised to provide investment advice and the content provided in thepages of the Demo Status Account is not intended to be investment advice. If you
require investment advice, please consult with an independent investment adviser.

By logging in to your Demo Status Account you confirm that you have read, understoodand agree to our Privacy Policy (available on our website) and that we may process and use
your data in accordance with that policy. For more information about how we hold and use
personal data please see our Privacy Policy found at https://www.heygotrade.com/legal.

Gotrade Securities Inc.
V08 12/202222