GENERAL TERMS AND CONDITIONS OF BUSINESS
These general terms and conditions of business (“General
Terms”) are legally binding between the Client and CLSA
Americas, LLC (hereinafter referred to as “CLSA”, “we”, “us” or“our”).
1.
INTERPRETATION
1.1
For the purposes of these General Terms, thefollowing terms shall have the meanings specified below:“Account” means any of the accounts of the Client with
CLSA;
“Affiliate” with respect to a specific party means any legal entity
at any time directly or indirectly controlling, controlled by orunder common control with such specific party;“Applicable Law” means any law, regulation or rule, including
the rules, constitutions, interpretations and customs, of any
securities exchange, alternative trading system, electronic
communications network, contract market or other exchange ormarket, self-regulatory organization, Clearing House or similarauthority;

Affiliates or its/their respective members, directors, limited
liability company managers, officers, employees, or agents;“Market Annex” means any annex to these General Terms
applicable to the Services to be provided or currently provided
in each relevant market by CLSA;“Order” means any order given by the Client to CLSA for thepurchase or sale of a Financial Instrument;“Party” means each of CLSA and the Client;“Potential Event of Default” shall have the meaning given in
Article 15(c);“Services” means the services to be provided or that are
currently provided to you by CLSA as requested by you fromtime to time, the specific provisions of which may be set out inthe applicable Service Annex;“Service Annex” means any annex to these General Terms in
relation to any specific Service(s) to be provided or currently
provided by CLSA;“Business Day” means any day during which the New York
Stock Exchange and NASDAQ Stock Market are open fortrading;“Third Party Correspondent” means a local broker or other third
party that has arranged with CLSA to carry out the Services (orany part thereof) which CLSA agrees to provide to the Client
pursuant to these General Terms;"Clearing House" means a financial institution that provides
clearing and settlement services for securities transactions;“Transaction” means an Order that has been executed inaccordance with these General Terms; and“Client” means any client to which we provide any of theServices;“You” or “your” refers to “Client”.

“Data Protection Laws” means all Applicable Law pertaining to
privacy, confidentiality and/or data protection applicable to thesubject matter and/or provisions of these General Terms;”ETF” means exchange traded funds that are listed on asecurities exchange. ETF shall constitute Financial Instrument(as defined below);“Event of Default” shall have the meaning given in Article 12;"Execution Venue" means a securities exchange, alternative
trading system, broker or dealer, electronic communications
network, contract market or other exchange or market, or otherliquidity provider;“Financial Instrument” means shares, warrants, depository
receipts, certificates and any other types of financial instrument
or financial contract that are similar or related to any of theforegoing, in each case when such instruments or contracts aretraded on a relevant Execution Venue;“FINRA” means the Financial Industry Regulatory Authority;“General Terms” means these General Terms, any Market
Annex(es) and any Service Annex(es) as amended andsupplemented from time to time;“Losses” means any and all direct and indirect losses, damages,
liabilities, penalties, actions, claims, costs, fees and expenses(including reasonable legal fees and expenses) of any kindwhatsoever suffered or incurred by CLSA, one or more of its

CLSA Americas General Terms April 2023

1.2.
In these General Terms unless the context requires
otherwise:(a)a reference to an Article or Annex is a reference toan article of or annex to these General Terms;(b)to the extent these General Terms are not consistent
with Applicable Law, these General Terms shall be
construed in such a way that resolves such inconsistency;(c)a reference to these General Terms or any otherdocument includes any variation or replacement to either of
them;
(d)
a reference to Applicable Law includes a reference
to that law, regulation or rule as from time to time consolidated,
amended, modified, re-enacted or replaced; and(e)any phrase introduced by the terms "including","include", "in particular" or any similar expression shall be
construed as illustrative and shall not limit the sense of thewords preceding those terms.
2.
EFFECT OF GENERAL TERMS; AMENDMENT;
CONFLICT
2.1
Without prejudice to the provisions of any agreement
between you and us governing any instruments or transactions
not covered by these General Terms, these General Terms
shall govern all Services which we provide to you and shallsupersede any earlier terms of business or other agreement or
arrangement between you and CLSA relating to such Services.

12.2
Unless otherwise agreed, you will be deemed to haveaccepted these General Terms when you place your first Orderwith us or otherwise accept Services from us after receipt ofthese General Terms, and these General Terms shall takeeffect on such date and will continue to apply to all subsequent
Orders placed and Services provided. You acknowledge that
we shall not be obligated to provide any of the Services to you
and may at any time, in our absolute discretion, refuse to do so,or may limit or restrict your trading of Financial Instruments
through your Account.
2.3
We may, in our absolute discretion, amend all or partof these General Terms (including, for the avoidance of
doubt, any Service Annex(es) and Market Annex(es)) from time
to time. Any amendments will be sent out to you immediately
upon being implemented.
The revised terms will beincorporated into the agreement between you and us relating to
the Services, and shall supplement and amend (to the extent
inconsistent) these General Terms. Continued use by you of
the Services will constitute acknowledgement and agreement
to the revised General Terms by you.
2.4
These General Terms shall be deemed toincorporate the terms of any relevant Service Annex(es) andany relevant Market Annex(es). If there is any conflict between
the General Terms and any provision of a Service Annex orMarket Annex, the annex will prevail. If there is any conflict
between any provision of a Service Annex and any provision ofa Market Annex, the latter will prevail.
3.

ACTING AS AGENT

3.1
This Article shall apply where you are acting as agent
on behalf of another party (an “Underlying Principal”).
3.2
We will open separate accounts for each Underlying
Principal (an “Underlying Principal Account”). You represent
and warrant that you have all necessary authority to act asagent on behalf of each Underlying Principal Account. You
undertake, as agent for the relevant Underlying Principal, andon your own behalf, in respect of each instruction given, to
specify the Underlying Principal Account to which the relevant
instruction relates. Until you specify an Underlying Principal
Account you will be liable in respect of the relevant Transaction.
3.3
We will separately administer those Underlying
Principal Accounts that we reasonably believe relate to different
Underlying Principals. We will not exercise any power toconsolidate accounts or set off amounts owing between
Underlying Principal Accounts relating to different Underlying
Principals where you have identified to us the Underlying
Principal for each account.
3.4
We may transmit your Orders to a third party, which
may be an Affiliate of CLSA or a Third Party Correspondent, for
execution.
3.5
You, as agent for each Underlying Principal and on
your own behalf, represent, warrant and undertake that you will:(a)ensure at all times that you and the Underlying
Principal obtain, and comply with the terms of, and do all that isnecessary to maintain in full force and effect, all authority,
powers, consents, licenses and authorizations to submit Orders,

CLSA Americas General Terms April 2023

enter into the relevant Transactions and perform the obligations
thereunder;(b)
promptly notify us of the occurrence of any Event of
Default or Potential Event of Default with respect to you or theUnderlying Principal;(c)provide to us on request such information regarding
your and the Underlying Principal’s status or affairs as we may
reasonably require to evidence your and the Underlying
Principal’s authority, powers, consents, licenses andauthorizations and your compliance with Applicable Law;and your appointment as agent to the Underlying Principal;(d)provide to us on request copies of the relevant
sections of the Underlying Principal’s constitutional documents
relating to its capacity to enter into Transactions and to appoint
an agent to act on its behalf, and any such extract will be true,
accurate, complete and not misleading in all material respects;
and(e)execute as agent for the Underlying Principal where
you are duly authorized to do so, or, in each other case procurethat the Underlying Principal executes on our request all
such transfers, powers of attorney and other documents as we
may require to vest any assets or otherwise grant any
security interest in us, our nominee or a purchaser or transferee.
3.6
We may from time to time engage sub-agents(including other broker(s)) to provide services in respect of yourTransactions upon terms as we absolutely decide. You
acknowledge that in such cases, we shall be treated as having
entered into such transactions on your behalf and these
General Terms shall be construed accordingly.
3.7
You represent, warrant and covenant that youcomply with and at all times in the future shall comply with all
Applicable Law, including requirements relating to money
laundering. In furtherance, and not in limitation of the foregoing,
you represent, warrant and covenant that no Transaction will
violate any Applicable Law (including any provision of the
Employee Retirement Income Security Act of 1974).
3.8
You represent, warrant and covenant that, if you
effect Transactions with us (a) in Financial Instruments that
Client or Client’s Affiliate issued or (b) if Client is a brokerdealer, investment manager or investment adviser and is acting
on behalf of a customer of Client, in Financial Instruments which
the customer or the customer’s Affiliate issued, such
Transactions will comply with Applicable Law regardingtransactions in securities by issuers and their Affiliates.
3.9
Prior to sending or giving us an Order, you will advise
us of any legal restrictions on the transfer of any Financial
Instrument that you sell (including restrictions under Rule 144
or 145(d) under the Securities Act of 1933) and you will provide
any necessary documents to us (including prospectuses or
opinions) to satisfy legal transfer requirements.
3.10
You represent, warrant and covenant that, unless
you advise us otherwise, no Order given to us by you will be on
behalf of a plan subject to the Employee Retirement Income
Security Act of 1974 or any similar statute.

2

3.11
You will provide us with all terms and conditions
relevant to your Orders, designate any of your short sales assuch and locate your borrow of shares from us or a third party
prior to placing any short sale Orders with us, all in accordancewith Applicable Law.
3.12
You represent, warrant and covenant that, whenit’s related to an ETF, (i) you are not restricted to (x) apply forcreation or redemption of such ETF units or (y) purchase or sellsuch ETF units, as provided in the relevant prospectus and anyother document in respect of such ETF (the “ETF Prospectus”)
or as otherwise notified by the dealer or distributor of such ETF;
and (ii) you have read the ETF Prospectus and understood therisks related to investment in the ETF and you will not hold anyof CLSA and its Affiliates responsible for any information,
representations (expressed or implied), disclosures oromissions of information in respect of the ETF.
4.

CLSA NOT FIDUCIARY OR ADVISER.

4.1
We may from time to time discuss with you certain
Financial Instruments or provide you with comments,
observations, statements or suggestions thereon for general
information. Any such information provided by us is not to betaken as representations or advice of any nature, and is notmeant to be relied on by you. CLSA is not acting as a fiduciaryor adviser. We do not warrant to you the value, merit, potential
or suitability of your Transactions. You acknowledge that CLSA
has no responsibility for monitoring your compliance with yourprocedures governing investments, trading limits, manner inwhich investment activities are authorized or any otherlimitations on your ability to make investments.
4.2
We may in our absolute discretion take, or refrainfrom taking, any action we consider necessary, and you agree
to take or refuse to take any action which we reasonably
demand, to ensure compliance with Applicable Law or to avoid
or mitigate loss thereunder and we will not be liable in respectof any such action taken in good faith. Whatever we do or refuse
to do in order to comply with Applicable Law will be binding onyou. Any actions we take or refuse to take for the purposeof complying with Applicable Law will not render us, ourAffiliates or any of our respective directors, limited liability
company managers, officers, employees or agents liable to you
or any third party.
5.

INSTRUCTIONS

5.1
Unless we inform you otherwise, we will rely, at yourrisk, on any communication, in any form (whether orally or inwriting; whether sent to us electronically or through any othermeans) which purports to have been made by you or on yourbehalf and which we reasonably accept in good faith to havebeen made by you or on your behalf. We will not be obligatedto verify the capacity of the person(s) giving instructions or othercommunications or the authenticity of such communication.
5.2
All instructions from you are irrevocable unless weagree otherwise.
You can only cancel or amend yourinstructions if we have not acted on those instructions. You
acknowledge that (i) your request to cancel or amend an Orderis only possible before such Order is executed and (ii) even if arequest to cancel or amend an Order is sent before execution it
may not be possible or reasonably practicable to cancel oramend such Order. In case of full or partial execution of your
CLSA Americas General Terms April 2023

instructions/Order, you shall accept full responsibility therefor(including for any such Transaction), whether or not you purport
to or otherwise have attempted to cancel or amend such Order.
5.3
We shall not be under any obligation to enter into any
particular transaction or to accept any order from you, and weare not obligated to give any reasons for refusal. However, we
will make reasonable efforts to notify you promptly of suchaction.
5.4
Where you elect to send us instructions, by electronicmeans or any other means whereby you do not give us theoriginal instructions, you understand that we are not in aposition to examine the authenticity of such instructions and wewill not be liable for any errors, loss or damages associated with
our acceptance of and acting on such instructions.
6.

ORDER EXECUTION

6.1
Subject to these General Terms, Orders will be
executed in accordance with your instructions andApplicable Law.
6.2
Subject to Applicable Law, we may combine yourOrder with other orders, whether belonging to other Clients, andorders that we route to Affiliates may be combined with ordersof our Affiliates and/or their clients.
6.3
Any payment relating to a Transaction executed on arelevant Execution Venue shall be made in the currency inwhich the relevant Financial Instruments are traded unlessotherwise agreed by the Parties. Any exchange risk resulting
from converting one currency into another currency shall beborne by you.
7.

DELIVERY VERSUS PAYMENTUnless CLSA specifically agrees otherwise, we require all
Transactions to be effected on a delivery against payment basis.
In the unlikely event that delivery and payment is not
simultaneous, we are obligated to treat your money in ourpossession as customer funds for purposes of Rule 15c3-3
under the Securities Exchange Act of 1934.
8.

SETTLEMENT

8.1
The settlement of each Transaction shall be made inaccordance with the Applicable Law for the Execution Venue
where the Transaction is executed, including any specific time
limits and cut-off points.
8.2
In order to enable us to settle the Transaction on theapplicable settlement day, you agree to provide us with cleared
funds or Financial Instruments (in deliverable form) or to takeall necessary measures to allow such payment or delivery
including, in particular, to transmit all necessary instructions to
the relevant custodian of your Financial Instruments. We shallnot be held liable for any act not attributable to us, including in
the event that the custodian appointed by you fails to comply
with its obligations or fails to comply with your instructions.
8.3
You agree that if you fail to make payment or deliveryof Financial Instruments by the due settlement date, we are
hereby authorized to:3

(a)in the case of a purchase transaction, if you fail totake delivery of the Financial Instrument, CLSA and/or its
clearing broker may sell out your failed position to satisfy yourobligations. In the event that CLSA or its clearing broker has aloss or cost due to action taken regarding your failure to takedelivery you agree that you shall be responsible for any such
resulting loss or cost.
(b)in the case of a sale transaction, if you fail to makedelivery of the Financial Instrument, CLSA is authorized, but not
obligated, to borrow or purchase any necessary Financial
Instruments to complete delivery on your behalf. In the eventthat CLSA or its clearing broker has a loss or cost due to action
taken regarding your failure to make delivery you agree thatyou shall be responsible for any such resulting loss or cost.
9.

CONFIRMATION,
STATEMENTS

CONTRACT,NOTES,AND

All confirmation, contract notes and statements issued by us
shall be binding on you unless an objection is received by us
within 1 Business Day of receipt. Any objections must be madein writing and reasons must be given in reasonable detail.
10.

Transactions in Options

Prior to effecting any transactions in options (i) Client must
agree to the terms and conditions set forth in CLSA’s Options
Information Form and Agreement and any attachment thereto,(ii) provide a signed copy of the CLSA’s Options Information
Form and Agreement to CLSA, and (iii) CLSA must approve
Client for options trading. The terms and conditions of the CLSA
Options Information Form and Agreement and any attachments
are hereby incorporated by reference into and made a part ofthis Agreement as if fully set forth herein.
11.

COMMISSION, FEES AND OTHER CHARGES

We will charge you commissions, charges, markups,
markdowns, fees, taxes and levies in respect of the Services as
we may from time to time agree with you or which are requiredby Applicable Law, and you agree to pay them.
12.

TERMINATION

12.1
You may terminate the provision of Services underthese General Terms on giving two Business Days written
notice to us.
12.2
We may terminate the provision of Services to you
under these General Terms at any time, with or without notice.
12.3
Termination of the provision of Services under this
Article 12 will take place without prejudice to the execution ofOrders already initiated, and without prejudice to or affecting
any of our rights and powers towards you that are accrued prior
to such termination.
13.

EVENTS OF DEFAULT

Without prejudice to the other terms of these General Terms,
we may in our absolute discretion exercise one or more of ourrights under Articles 12.2 and 14 if at any time one or more of
the following events (each an “Event of Default”) occurs:

CLSA Americas General Terms April 2023(a)
you and/or your Underlying Principal fail to make any
payment when due or to make or take delivery of any
property when due;(b)
you and/or your Underlying Principal fail to perform
or meet any of your obligations under these General Terms;(c)if, you and/or your Underlying Principal or yourrespective parent or holding companies (direct or indirect)(collectively called “Your Group”) take any action, including a
corporate action, or commence legal proceedings for any
member of Your Group’s winding-up, dissolution, administration
or re-organization (whether by voluntary arrangement, schemeof arrangement or otherwise) or for the appointment of aliquidator, receiver, administrator, administrative receiver,custodian, trustee or similar officer in relation to any member ofYour Group or of any or all of your revenues and assets;(d)
you and/or your Underlying Principal become unable
to pay your/its debts when they fall due or become insolvent orbankrupt or become the subject of any insolvency, bankruptcy
or administration proceedings;(e)any attachment is levied against your and/or yourUnderlying Principal Account(s) with us;(f)any representation, warranty or statement made byor deemed made or given by you for yourself and/or on behalfof your Underlying Principal under these General Terms wasincorrect or misleading in any material respect as at the time it
was made or given or deemed made or given; and(g)we consider it necessary or desirable to prevent what
we believe could be a breach of any Applicable Law or of goodstandard of market practice.
14.
CONSEQUENCES OF AN EVENT OF DEFAULT
OR TERMINATION
14.1
Unless we specify otherwise, termination pursuant to
Article 13 will automatically constitute a termination date (the“Termination Date”).
14.2
Upon an Event of Default or on and from theTermination Date:
(a)
you;

we may decline to accept further instructions from(b)
we may treat any or all Orders and/or outstanding
Transactions between as having been cancelled or terminated;(c)
we will not be obligated to make any further
payments or deliveries under any Transactions which would
otherwise have fallen due for performance and such obligations
will be satisfied by settlement (whether by payment, set-off orotherwise) of the amount calculated in accordance with
Article14.2(d) and (e) below;(d)we will determine in respect of each Transaction set
out in Article 14.2(c) above the total cost, loss or gain in suchcurrency as specified by us (including any loss of bargain, costsof funding, stock borrowing, penalties or fines or otherconsequential costs) as a result of the termination of each4

payment or delivery which would otherwise have been required
to be made under each particular transaction;(e)
we will apply any balances in your and/or yourUnderlying Principal Account(s) (as the case may be) towards
discharging your and/or your Underlying Principal‘s liabilities;(f)
we will have the right, without notice to you, tocombine or consolidate all your Accounts and those of yourAffiliates, and to convert any sums of money into suchcurrencies as we consider appropriate; and;(g)
we may close all or any of your and/or yourUnderlying Principal Account(s) with us.
14.3
Without prejudice and in addition to any general lien,
right of set-off or other similar right which we or our Affiliates
may be entitled to exercise whether by law or otherwise overyour Financial Instruments, monies or other property, yourFinancial Instruments, monies or other property shall be subject
to a general lien in our or our Affiliates’ favor, insofar as there
remain any outstanding amounts due or liabilities (whether
actual or contingent) outstanding from you to us or our Affiliates
or otherwise regarding your Transactions.
14.4
Provisions of these General Terms which by theirnature should survive any termination of the provision ofServices shall survive, including Articles 8, 9, 11, 12 through 24.
15.
REPRESENTATIONS,UNDERTAKINGSWARRANTIESAND

You as agent for each Underlying Principal and on your own
behalf represent and warrant to us as of the date these General
Terms come into effect and as of the date of each Transaction
you entered with us that:(a)
you and each Underlying Principal have allnecessary authority, powers, consents, licenses andauthorizations and have taken all necessary action to enable
you lawfully to enter into and perform the obligations underthese General Terms and each Transaction and to grant the
security interests and powers referred to in these General
Terms;(b)these General Terms, each Transaction and theobligations created under them both are binding upon you
and/or each Underlying Principal (as applicable) andenforceable against you and the relevant Underlying
Principal in accordance with their terms and do not and will not
violate the terms of any Applicable Law;(c)no Event of Default or any event which may
become an Event of Default (a “Potential Event of Default”) has
occurred and/or is continuing in respect of you or the Underlying
Principal;(d)you or the relevant Underlying Principal (as the casemay be) own all the Financial Instruments delivered in regard
to a Transaction, and such Financial Instruments are free fromany prior mortgage, charge, lien or other encumbrance
whatsoever;(e)any information which you or your Underlying
Principal provide or have provided to us is accurate,complete and not misleading in any material respect;
CLSA Americas General Terms April 2023(f)
you comply with all applicable anti-money laundering,countering of terrorism, financial crime and anti- bribery andcorruption legislation; and(g)when it’s related to an ETF, (i) you and the Underlying
Principal are not restricted to (x) apply for creation orredemption of such ETF units or (y) purchase or sell such ETF
units, as provided in the relevant prospectus and any otherdocument in respect of such ETF (the “ETF Prospectus”) or asotherwise notified by the dealer or distributor of such ETF; and(ii) you and the Underlying Principal have read the ETF
Prospectus and understood the risks related to investment in
the ETF and you and the Underlying Principal will not hold anyof CLSA and its Affiliates responsible for any information,
representations (expressed or implied), disclosures oromissions of information in respect of the ETF.
16.

DEALING AS PRINCIPAL

If you place an Order or give an instruction in respect ofFinancial Instrument traded in any market, you understand andagree that, unless otherwise notified to you, CLSA will, acting
as your agent, execute such Orders with any of its Affiliates
who will act as principal. Such CLSA Affiliate will execute suchtransactions on a back-to-back basis for its own benefit and on
an arms' length basis facing CLSA and other counterparty fromwhom such CLSA Affiliate proposes to obtain or to whom such
CLSA Affiliate proposes to sell relevant Financial Instrument.
You acknowledge that you are fully aware of the inherent
conflicts of interest when such CLSA Affiliate assumes a
principal position, and consent to the nature of the transactions.
You acknowledge and agree that such CLSA Affiliate may
make and maintain trading profit from these back-to-backtransactions concerning the Financial Instrument. You agreeand confirm that such CLSA Affiliate’s obligations of payment
for and/or delivery of Financial Instrument sold or purchased (asthe case may be) are conditional upon, and only to the extent
that, delivery of Financial Instrument and/or payment for the
Financial Instrument purchased or sold by such CLSA Affiliate
is actually received by such CLSA Affiliate from the relevant
counterparty. You acknowledge and agree that the settlementof sale or purchase of Financial Instrument may be delayed orcancelled due to any failure by the counterparty to deliver
sufficient funds or the relevant Financial Instrument to such
CLSA Affiliate under the aforesaid back-to-back transactions.
You agree that in no event CLSA and such CLSA Affiliate shallbe liable for any losses or damages suffered or incurred by you
resulting or arising from such failure to pay/deliver and/or delay
in payment/delivery (other than directly resulting or arising from
CLSA's or such CLSA Affiliate’s fraud or gross negligence).
17. CONFLICTS OF INTEREST
Your attention is drawn to the fact that when we provide
Services to you, CLSA or its Affiliates may have an interest,
relationship or arrangement that is in conflict with orotherwise material in relation to the Services being provided,
including that. CLSA or its Affiliates may carry out transactionsin the same Financial Instruments for the account of an Affiliate
or another client, may have positions in such Financial
Instruments, or may perform or seek to perform securities,
investment banking, corporate finance or other financial andinvestment services for the issuer thereof or such issuer’s
Affiliates.

5

18.
INFORMATIONPROTECTION
18.1

SHARINGAND

DATA

Information Sharing

You acknowledge and agree that CLSA, its Affiliates and theirrespective officers, employees and agents may holdinformation relating to you and your Account(s), Orders andTransactions, and, subject to Applicable Law, we may
provide such information to:(a)our Affiliates, branches, offices or any of officers,
directors, limited liability company Managers, employees andother of our representatives (the "Permitted Parties" );(b)any professional advisers, agent, contractor or third
party service provider who provides administrative,
telecommunications, computer or other services to us inconnection with the operation of our business who are under aduty of confidentiality to us or the Permitted Parties;(c)any stock exchange, alternative trading system,
electronic communications network, contract market or otherexchange or market, Clearing House, custodian or similar third
party as is necessary or appropriate in connection with theTransactions;(d)any actual or potential assignee of or transferees of,our rights in respect of Client;(e)
any regulatory, judicial, supervisory, governmental or
quasi-governmental agency or body as and when requested to
do so, or based on our sole discretion;(f)
any third party pursuant to law, rule, regulation orother Applicable Law, subpoena, court order or otherwise undercompulsion of law; or(g)to any third party where the information is already inthe public domain (otherwise than as a result of a breach of ourobligations hereunder) or where requested or permitted
by Client.
18.2 Data Protection(a)
If any personal data or sensitive person data
belonging to any of your directors, employees, officers, agents,
authorized traders or Underlying Principals (collectively, “datasubject”) is provided to CLSA (or our Affiliates), you represent
to us that (i) you have complied with and shall at all times
comply with applicable Data Protection Laws in any applicablejurisdiction; and (ii) each such person is aware of and consents
to the processing and use of such data.
(b)
You acknowledge and accept that we may, for the
purposes of the Services or in relation to these General Terms,
collect, hold and use information about the data subject. Suchpersonal data (including the name and contact details) may
be disclosed to our Affiliates and to professional and otheradvisers or agents of CLSA and its Affiliates for the purposes ofproviding the Services to you or in relation to these General
Terms. Notwithstanding any other provisions in these General
Terms, you acknowledge and agree that we may be required tomake a disclosure of such personal data by Applicable Law andsuch disclosure shall not constitute a breach of any obligationsof confidentiality owed to you.
CLSA Americas General Terms April 2023

19.

LIMITATION OF LIABILITY AND INDEMNITY

19.1
Neither we, nor any of our Affiliates, nor any of our or
our Affiliates’ respective directors, limited liability company
managers, officers, employees or agents will be liable for any
direct or indirect losses, liabilities, damages, costs or expenses
incurred or suffered by you (or any person on whose behalf you
are acting) whatsoever (including in regard to any Transaction
or where we have declined to enter into a proposed transaction
or by reason of any delay or change in market conditions before
a transaction is effected) unless and except to the extent arising
directly from our or their respective gross negligence, willful
misconduct or fraud. In no circumstances will we, our Affiliates
or any of our/such Affiliate’s respective directors, limited liability
company managers, officers, employees or agents have any
liability for consequential, incidental, exemplary, punitive or
special damages, whether or not foreseeable.
19.2
You shall fully indemnify and hold harmless us andour Affiliates and each of CLSA’s and our Affiliates’
respective directors, limited liability company managers,
officers, employees and agents in respect of any liabilities,
losses, damages, claims, costs and/or expenses (other thanloss of profit, loss of revenue or loss of business) which may besuffered or incurred by us, our Affiliates and/or any of theaforementioned persons directly or indirectly arising out of,relating to or in connection with any purchase, sale orclosing out of any Financial Instruments or other investments
entered into by us as agent on your behalf, or otherwise
whatsoever or howsoever arising out of any action by us, ourAffiliates or such persons pursuant to the General Terms orotherwise arising out of, relating to or in connection with theServices, any Order or any Transaction, unless and except tothe extent arising directly from our or their respective grossnegligence, willful misconduct or fraud.
19.3
Neither we nor any of our Affiliates nor our/such
Affiliate’s directors, limited liability company managers, officers,
employees or agents will be liable for delays, errors,interruptions, or failures in any communication or
correspondence (including the delivery of confirmations ortransmission of orders) or for any other matters in relation to atransaction due to a breakdown, unavailability, interruption,
error or failure of telephone, facsimile, or other electronic
communication lines or electronic system or othercommunication facilities or equipment howsoever caused
unless arising directly from our or their respective grossnegligence, willful misconduct or fraud.
20.

TELEPHONE RECORDING

You understand, agree, and expressly consent to the recordingof your telephone calls with us and the monitoring of yourelectronic communications with us or our clearing broker. Either
Party may use voice-recording devices in connection with any
communication between us in accordance with Applicable Law.
Each Party acknowledges and agrees that such records may
be used as evidence in the event of a dispute or investigationand shall be admissible as evidence in any legal proceedings.
21.

FORCE MAJEURE

We will not be liable (nor shall any of our Affiliates be liable) toyou for any loss or damage suffered by you or your Underlying
Principals which arises from the partial or non- performance of6any of our obligations herein or from any delay, error,
interruption or failure in any correspondence or communication(including the delivery of confirmations or transmission oforders), by reason of any event or cause beyond ourreasonable control, including fires, accidents, adverse weather
or other events of nature, any act of declared or undeclared war
or of a public enemy (including acts of terrorism), strikes orlabour disputes, power shortages or outagesorany
breakdown,
malfunction
or failure of transmission,
telecommunications or computer facilities, acts and regulationsof any governmental or supra national bodies or authorities or
exchanges or clearing houses or settlement systems or the
failure of any third party for any reason to perform its obligations
or any change in Applicable Law.
22. SUPPLEMENTS, SUCCESSORS AND ASSIGNMENT
22.1

Supplements

You may be required by us to execute supplemental
documentation before opening or maintaining any Account inrelation to any margin and/or credit facilities or any othermatters in connection with any Transactions, if we think fit. Suchsupplemental documentation shall form part of these General
Terms upon execution, and you shall for all purposes be boundby the terms and conditions of that documentation.
22.2

Successors

You agree that these General Terms will, as applicable, bebinding upon your successors, permitted assigns and agents.
This Agreement will inure to the benefit of CLSA and its
successors, assigns and agents.
22.3

Assignment

You will not assign, charge or otherwise transfer or purport toassign, charge or otherwise transfer (including by merger orotherwise) your rights or obligations under these General
Terms without our prior written consent. CLSA may assign orotherwise transfer any of its rights or obligations under these
General Terms to any of our Affiliates or successors inaccordance with Applicable Law without giving you notice.
23.

NOTIFICATIONS

23.1
Any notice in respect of these General Terms that
may be sent by CLSA to you will be deemed given to you if in
writing and:(a)
if delivered in person or by overnight courier, on thedate it is delivered;(b)
if sent by certified or registered mail or theequivalent (return receipt requested), on the date that mail isdelivered; or(c)if sent by email or other electronic messaging system,on the date that electronic message is received, unless the dateof that delivery (or attempted delivery) or that receipt, asapplicable, is not a Business Day (and then it shall be deemed
delivered on the next Business Day).

event that you have not given us such an address, we may send
any communications to your registered address or principal
office.
23.3
Subject to Article 9, each communication sent to you
pursuant to the last known address on our record will, in theabsence of manifest error, be conclusive and binding on you
unless written notice is received by us to the contrary within two
Business Days of the date on which such document wasdeemed to have been received.
24.

GENERAL PROVISIONS

24.1

Severability

Each provision of these General Terms is severable and distinct
from the others. If any such provision is or at any time becomesto any extent invalid, illegal or unenforceable under any
Applicable Law, it shall to that extent only be deemed not toform part of these General Terms but (except to that extent in
the case of that provision) it and all other provisions of these
General Terms shall continue in full force and effect and theirvalidity, legality and enforceability shall not be thereby affected,
provided that the operation of this Article 22.1 would not negate
the commercial intent and purpose of the Parties. Section
headings contained in these General Terms are forconvenience of reference only.
24.2

No Waiver

The granting by a Party of any time or indulgence in respect ofany breach of these General Terms by the other Party shall not
be deemed a waiver of such breach. A failure or delay inexercising any right, power or privilege in respect of these
General Terms will not be presumed to act as a waiver, and asingle or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further
exercise of that right, power or privilege, or the exercise of
any other right, power or privilege. The rights provided to CLSA
herein are cumulative and not exclusive of any other rights that
may be available to CLSA at law, in equity or otherwise.
24.3

Governing law and jurisdiction

These General Terms are deemed to be agreed to and enteredinto in New York, New York and will be governed by andconstrued in accordance with the laws of the State of New York,without giving effect to its principles of conflicts of law. Any
litigation or other dispute resolution between the parties relating
to this Agreement will take place only in New York County, NewYork.
Each of Client and CLSA irrevocably consents topersonal jurisdiction of and venue in the state and federal courts
within that county. TO THE GREATEST EXTENT PERMITTEDBY APPLICABLE LAW, EACH OF CLIENT AND CLSAHEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY
JURY WITH RESEPCT TO ANY ACTION ARISING OUT OF
OR RELATING TO THESE GENERAL TERMS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

23.2
We may send any notice to Client pursuant to theaddress information that you have given to us. Client agrees to
notify us in writing of any change to your address details. In the
CLSA Americas General Terms April 2023

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