Customer Agreement
Customer Agreement
Customer Agreement
Please take a moment to read and acknowledge your understanding and acceptance of the Federal Electronic Signatures In Global and
National Commerce Act (E-Sign)
Under the Federal Electronic Signatures in Global and National Commerce Act, before we may accept your account agreement and
related documents electronically, we must provide you with the following information and you must affirmatively agree and not withdraw
such agreement.
By electronically signing our account agreement and related documents, you acknowledge receipt of the Commodity Futures Trading
Commission’s required risk disclosures and other documents contained as part of our electronic account package and you agree to be
bound by their terms and conditions. In addition, by signing our account agreement and related documents, you are consenting to our
maintaining and your receiving electronic records of your trades and accounts. You may withdraw your consent to such electronic records
by notifying us in writing or by e-mail, at any time, after which you only will receive paper records. However, please be advised that
should you withdraw your consent to receive records electronically and receive paper records of your transactions, you will be charged a
fee.
There are no special hardware or software requirements for access to or retention of your electronic records at this time other than having
access to the internet, and registering for your unique and secure user name and password (to print copies of the records, you may need a
program to read documents in “PDF” format). Should any technological change or upgrade be made that will affect your ability to access
your records and accounts, we will notify you and remind you of (A) your right to withdraw your consent to receive electronic records and
to receive paper records instead, and (B) any fee we may charge you to receive paper records.
By typing my signature below and submitting it to NinjaTrader Clearing, LLC (“NinjaTrader”) by the internet, I acknowledge that I have
read
and understood the foregoing Agreement, that I intend to rely upon it, and that I intend to be bound thereby. I understand and agree that
my electronic signature is the equivalent of a manual signature and that NinjaTrader may rely on it as such. I further agree to
advise NinjaTrader of any change in my electronic (email) address, or of my withdrawal of consent to this agreement and the address
to which paper documents should be mailed.
NinjaTrader
CUSTOMER AGREEMENT
This Customer Agreement (the “Agreement”) sets forth the terms and conditions that NinjaTrader Clearing, LLC (doing business as
NinjaTrader) (“NinjaTrader”), acting as a futures commission merchant (“FCM”), and the undersigned (“Customer”) have agreed
will govern the purchase, sale, execution, clearing and carrying of derivatives products cleared through NinjaTrader, including
futures contracts and options on futures contracts, including foreign futures and options, commodities and commodity options cleared
through one or more derivatives clearing organizations or other organized clearing houses, swaps, foreign exchange, and virtual
currencies,(collectively, “Contracts”) for the account and risk of Customer. The Agreement includes any Annexes and Schedules
incorporated herein and incorporates the representations and other information set forth in such Annexes and Schedules and the Futures
Application (the “Application”) accompanying this Agreement which representations shall be deemed to be repeated at the time of
entering into each
1. Applicable Law.
Each Customer account carried by NinjaTrader in connection with Customer’s Contracts (each an “Account”) and each Contract carried
in the Account shall be subject to: (i) all applicable federal, state, local, foreign and other governmental laws; (ii) the Commodity
Exchange Act, as amended (“CEA”), the rules and interpretations of the Commodity Futures Trading Commission (“CFTC”) and the
National Futures Association (“NFA”); and (iii) all applicable laws and the regulations, rules and orders of all regulatory and self-
regulatory organizations with appropriate jurisdiction, including, but not limited to, the constitution, by-laws, rules, regulations, orders,
adjustments, rulings, resolutions, interpretations and customs and usages of the designated contract market, exchange, board of trade, or
trading facility, system or platform (each, an “Execution Facility”) and clearing organization (“Clearing Organization”) where such
Contract is executed and/or cleared (collectively, “Applicable Law”). NinjaTrader and its respective partners, managing directors,
officers, directors, employees, and affiliates (each a “NinjaTrader Party”, and collectively with NinjaTrader, the “NinjaTrader Parties”)
and agents of the NinjaTrader Parties shall not be liable as a result of any action taken or failed to be taken or any statement made or not
made by such persons in order to comply with Applicable Law.
2. Authorization.
Customer authorizes NinjaTrader to enter into Contracts for Customer’s Account in accordance with written, oral, or electronic
instructions provided by Customer, its representatives, including Customer’s advisor or Account Manager (“Advisor”), if applicable, and
persons NinjaTrader believes in good faith are authorized to act on Customer’s behalf. Customer acknowledges that all Contracts are
being entered into for the account and risk of Customer, that NinjaTrader is acting as agent and not principal in the execution and/or
clearing of Contracts and NinjaTrader is not acting as a fiduciary or advisor with respect to Customer or any Account. Subject to Section
15(a) herein, Customer acknowledges that nothing in this Agreement or otherwise obligates NinjaTrader to accept Contracts for execution
or clearing for Customer’s Account and, to the extent that NinjaTrader accepts such Contracts for execution or clearing, Customer and not
NinjaTrader is responsible and liable for any losses arising from Contracts entered into in Customer’s Account. Customer waives any
claim or defense that any instruction provided on its behalf was not in writing.
(i)Customer has full right, power and authority to enter into and perform its obligations under this Agreement and Contracts, including,
without limitation, the granting of security interests in the Collateral (as defined in Section 13) as contemplated herein, and the execution
and performance of this Agreement does not and will not violate Applicable Law or any constituting document to which Customer is
subject;
(ii) Customer has all necessary licenses and approvals to conduct the business it conducts and it is in compliance with its own policies and
procedures and, if applicable, constituting documents, as well as with all laws and regulations applicable to it with respect to the Contracts
contemplated by this Agreement including without limitation, to the extent such laws and regulations are applicable to it, all laws and
regulations applicable to pension plans, IRA accounts, particular types of governmental entities, particular types of trusts, foundations,
charitable organizations, endowments, hospitals, insurance companies, banks, broker-dealers, commercial or consumer lenders,
investment companies, commodity pools or other forms of collective investment vehicles or managed accounts;
(iv) no consent, authorization, permit or filing, other than those that have been obtained and are in effect, is required for the execution and
performance of this Agreement and the Contracts by Customer, including, without limitation, the execution and/or clearing of Contracts
through NinjaTrader and the provision by Customer to NinjaTrader of a perfected, first priority security interest in the Collateral
as provided in this Agreement;
(v) Customer: (A) is capable of evaluating investment risks independently; (B) is exercising independent judgment with respect to
its investment in and, if applicable, decision to hold, sell or offset the Contracts and any related investment strategy; (C) understands
that Contracts involve substantial risk and has determined that trading in and, if applicable, holding Contracts is suitable and appropriate
for it and its Account and it has the capacity to absorb potential losses related to its trading strategy and the positions held by it; (D)
is not relying on any communication (written or oral) of NinjaTrader or any of its employees or agents as investment advice
or as a recommendation to enter into a Contracts transaction, it being understood that information and explanations related to the
terms and conditions of a Contracts transacion will not be considered investment advice or a recommendation to enter into that
transaction; and (E) has not received any communication (written or oral) from NinjaTrader or any of its agents that can be deemed
to be an assurance or guarantee as to the expected results of any Contracts transaction;
(vi) except as disclosed in writing to NinjaTrader, Customer is acting solely as principal and not as agent for any other party and no
other person has any interest in the Account and, except for Advisor (if applicable), no other person has control over the Account;
(vii) all financial and other information provided by Customer to NinjaTrader in connection with this Agreement and the opening or
maintenance of Customer’s Account is, as of the date of the information, true, accurate and complete in every material respect;
(viii) Customer covenants and warrants that it shall not grant any lien or security interest on the Collateral to any person (other than
liens solely in favor of any Execution Facility, Clearing Organization, or NinjaTrader);
(ix) Customer is not subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”) and does not constitute the assets of any “governmental plan” (within
the meaning of Section 3(32) of ERISA) that is subject to any provision that is similar to Section 406 of ERISA or Section 4975 of the
Code; and (x) Customer, if applicable, is duly organized and in good standing in all jurisdictions in which it is qualified to do business.
(b) Customer agrees to notify NinjaTrader promptly in writing if any representation, warranty or agreement made by Customer in this
Agreement, including without limitation those contained in this Section 3, ceases to be true, correct or complete in any respect or if
Customer fails to perform any undertaking contained herein, including the Schedules and Annexes hereto.
4.Additional Agreements of Customer. Customer acknowledges and agrees with NinjaTrader that:
(a)NinjaTrader Responsibility. NinjaTrader, as agent, is responsible solely for the execution, clearing and/or carrying of Contracts in
each Account in accordance with the terms of this Agreement. Customer and Customer’s Advisor (if applicable) are the sole parties
responsible for all investment, trading, and order routing decisions for the Accounts and for compliance with any applicable restrictions
on such trading. Customer is responsible for evaluating and understanding the risks associated with Contracts on each Execution Facility
(b)Advice and Positions. Any market information communicated by NinjaTrader with respect to any Account opened by Customer or
with respect to any Contracts contemplated by this Agreement is incidental to NinjaTrader business as an FCM, and does not constitute
investment advice or a recommendation. Moreover, such information does not constitute an offer to buy or sell or the solicitation of an
offer to buy or sell any Contracts and is not intended to serve and will not serve as the primary basis for any decision by or on behalf of
Customer in respect of any Contract or Account. NinjaTrader does not have and will not have any discretionary authority, power or
control over any decisions made by or on behalf of Customer in respect of the Account or any Contract, and Customer shall rely solely on
its own judgment and the advice of its Advisor (if applicable), and not on NinjaTrader, in making any such decision. Verbal orders and or
orders received via email from Customers will only be accepted and executed by NinjaTrader acting in a clerical capacity. NinjaTrader is
also authorized to enter and execute order to liquidate positions in under-margined Customers’ accounts.
(c)Conflicts of Interest. Customer acknowledges that the NinjaTrader Parties may take, hold positions in, or advise other customers
concerning, Contracts. The positions, transactions and advice of the NinjaTrader Parties may be inconsistent with or contrary to advice
given or positions held by Customer. NinjaTrader may also trade in Contracts for its own account and such activity may adversely affect
the market for and value of the Contracts held by Customer.
(d)Reports. All oral and written communications relating to the Account or to any Contract will be submitted to Customer by NinjaTrader
at the address and telephone number, or e-mail and/or other electronic delivery address, provided by Customer on the Application or as
otherwise designated by Customer in writing. Oral trade execution reports from NinjaTrader will be conclusive and binding on Customer
unless Customer notifies NinjaTrader of any objection at the time such execution report is given. NinjaTrader understands that Customer
wishes to receive written confirmations and monthly statements by means of electronic media. NinjaTrader will provide all written
confirmations and monthly statements solely by e-mail or other electronic transmission until further notice from Customer and
acknowledges that Customer may revoke its consent to receive written confirmations and monthly statements by means of electronic
media at any time. Customer agrees at all times to provide a valid working email address for the purpose of receiving all reports,
statements and correspondence and agrees to immediately notify NinjaTrader in the event that there is any interruption in the delivery of
such reports, statements or correspondence whether delivered by email or through the NinjaTrader Portal.
(e)Written confirmations and monthly statements (including, without limitation, those delivered electronically) shall be conclusive and
binding on Customer unless Customer notifies NinjaTrader of any objection in writing before the opening of trading on the Business Day
following the day on which NinjaTrader sent such communications to Customer or posted them on an applicable website. Customer will
carefully review all other communications from NinjaTrader and will notify NinjaTrader of any error immediately in the case of an oral
communication and promptly after receipt in the case of a written communication (including, without limitation, one delivered
electronically). For the purposes of this Agreement, “Business Day” means, any day other than a Saturday or Sunday on which
NinjaTrader and the applicable Execution Facility and/or Clearing Organization are open for business.
(f)Electronic Trading. Trading through an electronic trading or order routing system exposes you to risks associated with system or
component failure. In the event of system or component failure, it is possible that, for a certain time period, you may not be able to enter
new orders, execute existing orders, or modify or cancel orders that were previously entered. System or component failure may also result
in loss of orders or order priority. For a complete discussion of the risks involved in electronic trading, please see the ELECTRONIC
TRADING AND ORDER ROUTING SYSTEMS DISCLOSURE STATEMENT. Customer agrees that the unique login to the trading
(g) Financial Information. Customer will notify NinjaTrader promptly (and no later than within one (1) Business Day of any such
event) of any material adverse change to Customer’s financial condition, regardless of whether Customer has previously furnished
financial information to NinjaTrader. Customer authorizes NinjaTrader to contact such banks, financial institutions, credit agencies
and other sources of financial information regarding Customer as NinjaTrader deems appropriate from time to time and Customer
agrees, at NinjaTrader request, to authorize such entities to provide information to NinjaTrader regarding Customer.
(h) Employees of FCMs, Self-Regulatory Organizations or the CFTC. If Customer is an , Customer is not a partner, officer,
director, employee or owner of more than ten percent of the equity interest of any FCM, any introducing broker or any self-regulatory
organization, or an employee of the CFTC, except as otherwise disclosed to NinjaTrader in writing.
(i) Cash transactions. Customer is aware that CFTC regulations require Customer to create, retain and produce upon the request of
the CFTC, the United States Department of Justice and the applicable Exchange, documentation of cash transactions underlying exchanges
of futures for cash commodities or exchanges of futures in connection with cash commodity transactions.
(j) Pre-Execution Communications. When Applicable Law permits pre-execution communications to facilitate execution of orders
for Customer’s Account, Customer hereby consents to NinjaTrader entering into such permissible communications consistent
with Applicable Law. Customer may revoke this consent at any time by written notice to NinjaTrader.
5.Customer Orders.
Unless specified by Customer and agreed by NinjaTrader and notwithstanding any right that Customer may otherwise have
under Applicable Law, Customer expressly agrees that NinjaTrader may, in its sole discretion, select the Execution Facility or other
markets on which it will execute orders for Customer and the Clearing Organization through which the FCM that NinjaTrader
designates will clear transactions entered into by or on behalf of Customer.
7.Give-Ups.
Absent a separate written agreement with Customer with respect to give-ups, NinjaTrader, in its sole discretion, may, but shall not be
obligated to, accept from other executing brokers, introducing brokers or FCMs, Contracts executed by or through such entities to be
given up to NinjaTrader for clearance or carrying in any Account. Under no circumstances will NinjaTrader have any liability with
respect to any give-ups or for any actions or inaction taken by the executing broker or Customer in connection therewith.
9. Inactive Accounts.
Customer acknowledges that NinjaTrader may from time to time deactivate an Account with no open positions in Contracts or balances.
To the extent Customer requests to reactivate an Account that has been deactivated by NinjaTrader, Customer will provide NinjaTrader
with any information and documents reasonably requested by NinjaTrader in connection with Customer’s request to reactivate the
Account.
10. Margin.
Customer agrees to deposit and to maintain, without demand from us, performance bond, margin, security deposit, cash or other
acceptable collateral and to make any premium payments with respect to each Contract, in such form, in such amounts and by such time,
as required by (i) Applicable Law; or (ii) by NinjaTrader in its sole discretion. Customer acknowledges and agrees that NinjaTrader has
no obligation to establish uniform margin requirements and that margin requirements imposed by NinjaTrader may exceed those of the
applicable Execution Facility or Clearing Organization.
Such Margin requirements established by NinjaTrader may exceed the Margin required from NinjaTrader by an Execution
Facility or Clearing Organization. NinjaTrader may increase or decrease Margin requirements in its sole discretion at any time.
If NinjaTrader determines that additional Margin is required, you agree to deposit with NinjaTrader such additional Margin when and
as demanded by NinjaTrader, and you agree to satisfy immediately all Margin calls in such manner as NinjaTrader shall designate
in its sole discretion. Notwithstanding any demand for additional Margin, NinjaTrader may at any time proceed in accordance with
Section 19, and any failure to proceed shall not be deemed a waiver of any rights by NinjaTrader. No previous Margin deposit
or practice shall establish any precedent. NinjaTrader shall not be liable to you for the loss of any Margin deposit which is the direct or
indirect result of the bankruptcy, insolvency, liquidation, receivership, custodianship, or assignment for the benefit of creditors of any
bank, another clearing broker, Market, clearing organization, or similar entity.
12. Interest.
NinjaTrader does not provide banking services and/or is otherwise not acting as a bank for purposes of the Illinois Funds Transfer Act.
You agree to indemnify NinjaTrader if there’s a court-imposed liability ruling that NinjaTrader was acting as a bank or otherwise
engaged in banking activities.
(a)NinjaTrader may, but is not required to, pay Customer interest on excess cash held in the Account for Customer at rates
customarily paid by NinjaTrader and as advised to Customer from time to time.
(b)Customer will pay NinjaTrader interest on any debit balance or deficiency with respect to the Account as is customarily charged
by NinjaTrader based upon its rates then in effect or at a rate as may be agreed between Customer and NinjaTrader from time to time.
(b)Customer and NinjaTrader agree that NinjaTrader will treat all Collateral as “financial assets” under Article 8 of the Uniform
Commercial Code in effect in the State of Illinois (the “UCC”) (except for any of the Collateral constituting “commodity contracts” within
the meaning of the UCC). In connection with the foregoing, NinjaTrader and Customer agree that each Account that contains Collateral
other than commodity contracts will constitute a “securities account” within the meaning of Article 8 of the UCC with respect to such
Collateral. NinjaTrader will be acting in its capacity as a “securities intermediary” within the meaning of Article 8 of the UCC with
respect to each such securities account. To the extent any commodity contract (within the meaning of the UCC) is carried in any Account,
such Account will constitute a “commodity account” within the meaning of the UCC as to which NinjaTrader is the “commodity
intermediary” within the meaning of the UCC.
(c)Customer agrees that NinjaTrader will apply any value distributed on account of any “commodity contracts” (as defined in the Uniform
Commercial Code in effect in the State of Illinois) carried in the Account as directed by any of its affiliates without further consent by
Customer and, with respect to all other Collateral, NinjaTrader will comply with any entitlement orders originated by any of its
affiliates without Customer’s further consent. Customer acknowledges and agrees that NinjaTrader and its affiliates may agree among
themselves that NinjaTrader interest in all or any portion of the Collateral shall have priority over the interest of its affiliates in the
Collateral. Nothing in any such agreement, however, shall affect any calculation of margin under this Agreement or any rights of
NinjaTrader to require additional margin or other Collateral to secure any obligations under any provision of this Agreement or otherwise.
(f)Customer agrees that NinjaTrader may from time-to-time transfer Collateral received under this Agreement among Accounts in the
Customer’s name or account classes within such Accounts and, following the occurrence of an Event of Default (as such term is defined
below), Customer further agrees that NinjaTrader may deduct monies or other assets from any account of Customer (including the
Account) and apply or transfer any of Customer’s monies or assets from the account (including the Account) to other account or accounts
(including the Account) in the name of Customer at NinjaTrader to satisfy Customer’s margin failure or deficit obligations to
NinjaTrader; provided, however, that NinjaTrader shall not apply or transfer funds when doing so would create a margin call or deficit in
the transferring account. NinjaTrader will have recourse to all assets of Customer held in any account in the name of Customer at
NinjaTrader to satisfy Customer’s obligations to NinjaTrader, including, without limitation, Customer’s obligations under this Agreement.
(b)NinjaTrader will have the right, whenever in its reasonable discretion it deems such action necessary or desirable, to: (i) establish or
change any limit with respect to any Contract or the Account; (ii) refuse to accept any orders to establish new positions whether such
refusal is required by Applicable Law or based on any applicable limit; and (iii) reduce or liquidate any Contract that violates any
applicable limit. NinjaTrader will promptly notify Customer if it has, pursuant to this Section 15(b), established or amended any limit or
(c)If Customer is required to file any position report with any governmental or self-regulatory agency or relevant Execution Facility or
Clearing Organization, Customer will promptly file and provide NinjaTrader with copies of such application or report and such
other information as NinjaTrader may reasonably request in connection therewith. Customer agrees to cooperate fully with
NinjaTrader, if NinjaTrader on Customer’s behalf, or in respect to Customer, is required to file any position report with any
governmental or self-regulatory agency or relevant Execution Facility or Clearing Organization.
(b)Certain option contracts sold by Customer are subject to exercise at any time and the rules of the relevant Execution Facility or
Clearinghouse may provide for the automatic exercise of options that are “in-the-money” at the time of expiration. Exercise notices
received by NinjaTrader from the applicable Execution Facility or Clearing Organization with respect to any option contract sold by
NinjaTrader customers will be allocated among such customers (including Customer) pursuant to NinjaTrader usual allocation
procedure and Customer will be bound by any allocation made to it pursuant to such procedure. Such notices may be allocated to
Customer after the close of trading on the day on which such notices have been allocated to NinjaTrader by the applicable Execution
Facility or Clearing Organization. NinjaTrader may change its allocation method at any time, without notice to Customer.
(c)Subject to the foregoing, NinjaTrader will have no responsibility for any action that it takes or fails to take with respect to any option
contract (including, without limitation, any responsibility to exercise any option contract purchased by Customer) unless and until
NinjaTrader receives acceptable and timely instructions from Customer indicating the action to be taken.
(d)If Customer fails to perform its obligations under this section, NinjaTrader may, but is not obligated to, take any action it deems, in its
sole discretion, is required by Applicable Law or is necessary for its protection or the protection of any of its affiliates, including, without
limitation, abandoning, liquidating, making or taking delivery or exercise on behalf of Customer. Customer will be liable for any
deficiency in the Account that may result therefrom. NinjaTrader will have no liability for any action that it takes or fails to take with
respect to any Contract under this Section 16.
17. Deliveries.
(a)Customer agrees to comply with all requests by NinjaTrader in connection with any open position in any Contract that could result in
a delivery or a delivery obligation. NinjaTrader may at their discretion limit trading to the liquidation of open positions in the five
(5) Business Days prior to the first notice day. Unless Customer shall have delivered to NinjaTrader notice of its intention to take
sufficient funds and the necessary documents to make or take delivery, Customer will, with respect to open positions in Contracts, give
delivery,
NinjaTrader liquidating instructions at least five (5) Business Days prior to the first notice day, in the case of long positions, and at least
five (5) Business Days prior to the last trading day, in the case of short positions. If Customer fails to perform its obligations under this
section, NinjaTrader may, but is not obligated to, take any action it deems, in its sole discretion, that such action is required by Applicable
Law or is necessary for its protection or the protection of any of its affiliates, including, without limitation, abandoning, liquidating,
(b)If at any time Customer shall fail to deliver to us any property previously sold by us on your behalf or fail to deliver property, securities
or financial instruments in compliance with futures contracts, or we shall deem it in our sole discretion necessary to replace any securities,
financial instruments, or other property previously delivered by us for your Account with other property of like or equivalent kind or
amount, you authorize us in our judgment to borrow or to buy any property necessary to make delivery thereof or to replace any such
property previously delivered and to deliver the same to such other party to whom delivery is to be made. We may repay subsequently any
borrowing thereof with property purchased or otherwise acquired for your Account. Customer shall pay us for any cost, loss, and damage
from the foregoing (including consequential damages, penalties, and fines) which we may be required to incur or which we may sustain
from our inability to borrow or buy any such property.
(c)Customers is responsible for any losses, costs, fees, or charges (including consequential damages, penalties, and fines) incurred in
connection with making or taking any delivery on behalf of Customer.
(a)Customer fails to comply with any provision of, or perform any obligation under, this Agreement (it being understood that failure to
comply with Applicable Law shall be a failure to perform hereunder);
(b)Customer fails to transfer or maintain required margin in the Account, fails to pay, when due, required premiums or fails to make,
when due, any delivery or payments required hereunder in respect of any Contract or otherwise;
(c)Customer institutes, or has instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative
or regulatory jurisdiction over Customer, a proceeding seeking a judgment of insolvency or bankruptcy, judicial management,
administration or reorganization or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights,
or a petition is presented by Customer or such regulator, supervisor, or similar official for its winding-up, liquidation or appointment of a
judicial manager, trustee, receiver, liquidator, conservator, custodian or similar officer;
(d)Customer has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and
such proceeding or petition is instituted or presented by a person or entity not described in clause (c) above and either (i) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief of the making of an order for its winding-up or liquidation or (ii)
is not dismissed, discharged, stayed or restrained in each case within fifteen (15) days of the institution or presentation thereof;
(f)the issuance of any warrant or order of attachment against Customer’s Account or the levy of a judgment against Customer’s Account;
(h) Customer states that it will not perform any obligation under this Agreement or becomes insolvent or is unable to pay its debts or
fails or admits in writing its inability generally to pay its debts as they become due;
(i) Customer is the subject of any application, proceeding or action brought to or taken by or on behalf of an insurance regulatory authority
or similar person or entity that results in the suspension, non-renewal or revocation of such party’s license or authority to
NinjaTrader business in its state of incorporation domicile or principal place of business;
(j) Customer is placed into receivership, including conservation, rehabilitation, supervision, liquidation or any similar proceeding or enters
into an agreement with insurance regulatory officials of any state or jurisdiction which requires Customer to take, or refrain from taking,
any action or which otherwise affects Customer’s authority to do business in any state or ability to perform its obligations under this
Agreement;
(l) any self-regulatory organization of which Customer is a member, or any other regulatory authority with competent jurisdiction over
Customer suspends the conduct of Customer’s usual business or revokes authorizations, membership, licenses or other similar approvals
or Customer suspends its usual business or any material portion thereof; or<
(m) a meeting of Customer's creditors for the purpose of considering a voluntary arrangement or composition or general assignment
with or for the benefit of Customer's creditors is convened.<
19. Remedies.
(a) Upon the occurrence of an Event of Default, NinjaTrader shall have the right, subject to the terms of any other agreements between
NinjaTrader and Customer with respect to the rights and obligations of the parties under such other agreements, in addition to any other
remedy available under Applicable Law, without additional demand for margin and without notice or advertisement, to (i) cancel, suspend
or refuse or, in its discretion, continue to execute, without waiving any rights with respect to such Event of Default, any orders; (ii)close -
out, liquidate, terminate or net at such time as NinjaTrader deems appropriate, any or all open Contracts and other positions(including
Collateral) in Customer’s Account; (iii) treat any or all of Customer’s obligations to NinjaTrader, whether under this Agreement or any
other agreement(written or oral), as immediately due and payable; (iv)sell any or all of the Collateral held by NinjaTrader and to set off
and apply all or any of the Collateral or any of the proceeds of the sale thereof to or against any amounts owed by Customer to
NinjaTrader; (v)borrow, buy -in, terminate or offset any Contracts, or enter into risk reducing transactions for Customer’s Account or
otherwise including exchange of futures for risk positions; (vi)set - off and net any obligations of NinjaTrader to Customer against
any obligations of Customer to NinjaTrader; (vii)terminate any or all of NinjaTrader obligations for future performance to
Customer; and (viii) take such other actions as NinjaTrader, in its discretion, deems necessary or appropriate for its protection, all
without additional
demand for margin and without notice or advertisement. (b) NinjaTrader, in its sole discretion, may make and effect any actions
described in subsection(a) above in any manner it deems reasonable and necessary, including, without limitation choosing appropriate
counterparties(which include affiliated entities), Execution Facilities and price sources to utilize and accept in connection with any
purchases, sales, terminations, set - offs or valuations and, if so determined by NinjaTrader, to convert any margin or amounts payable by
Customer which may be in a currency other than U.S.Dollars into U.S.Dollars at the spot rate of exchange therefore reasonably chosen by
NinjaTrader. A prior demand or margin call of any kind from NinjaTrader, prior notice from NinjaTrader or the failure to previously
enforce any provision of this Agreement or any other agreement will not be considered a waiver of NinjaTrader right to take any action
Upon a determination by the CFTC that information con concerning your account(s) with us may be relevant in enabling the CFTC to
determine whether the threat of a market manipulation, corner, squeeze, or other market disorder exists, the CFTC may issue a call for
specific information from us or from you. In the event that the CFTC directs a call for information to us, we must provide the information
requested within the time specified by the CFTC. If the CFTC directs a call for information to you through us as your agent, we must
promptly transmit the call to you, and you must provide the information requested with the time specified by the CFTC. If any call by the
CFTC for information regarding your account(s) with us is not met, the CFTC has authority to restrict such account(s) to trading for
liquidation only. You have the right to a hearing before the CFTC to contest any call for information concerning your account(s) with us,
but your request for a hearing will not suspend the CFTC’s call for information unless the CFTC modifies or withdraws the call. Please
consult 17 C.F.R. §21.03 for a more complete description of the foregoing (including the type of information you may be required to
provide). Certain additional regulations may affect you. Part 17 of the CFTC Regulations, 17 C.F.R. Part 17, requires each futures
commission merchant and foreign broker to submit a report to the CFTC with respect to each account carried by such futures commission
merchant or foreign broker which contains a reportable futures position. (Specific reportable position levels for all futures contracts
traded on U.S. exchanges are established in Rule 15.03.) In addition, Part 18 of the CFTC Regulations, 17 C.F.R. Part 18, requires all
traders (including foreign traders) who own or control a reportable futures or options position and who have received a special call from
the CFTC to file a Large Trader Reporting Form (Form 103) with the CFTC within one day after the special call upon such trader by the
Customer acknowledges and agrees that that deposits in foreign currencies may incur negative interest rate charges and NinjaTrader may
in its sole discretion pass along to Customer any such charges so incurred.
26. Termination.
This Agreement may be terminated at any time by Customer or NinjaTrader by written notice to the other. Termination will not affect
any Contract or other transaction entered into prior to receipt of such notice and will not relieve either party of any obligations in
connection with any debit or credit balance or other liability or obligation incurred prior to such termination. The security interest granted
by Customer under Section 13 of this Agreement will not terminate until all obligations of Customer to NinjaTrader described in such
section are satisfied. In the event of a notice terminating this Agreement, Customer will either close out open positions in the Account or
arrange for such open positions to be transferred to another FCM promptly. If Customer fails to close out open positions in the Account
or arrange for such open positions to be transferred to another FCM promptly, NinjaTrader may exercise any rights set forth in Section 19
hereof in respect of such open positions. Upon satisfaction of all of Customer’s liabilities to NinjaTrader which may be deducted from the
Account or other accounts of Customer at NinjaTrader if the cash in the Account is insufficient to satisfy payments of amounts owed
(including payment of previously received discounts which may be pro-rated based on Customer’s desired termination date), NinjaTrader
will transfer to another FCM identified by Customer all remaining Contracts held for the Account and distribute per Customer’s
instructions all other cash, securities and other property held in the Account, whereupon this Agreement shall terminate. The provisions
of Section 22, 23, this Section 24 and Sections 29 to 32 of this Agreement will survive termination of this Agreement.
27. Severability.
If any provision of this Agreement is or at any time becomes inconsistent with or invalid under any present or future Applicable Law,
such inconsistent or invalid provision will be deemed to be superseded or modified to conform to such Applicable Law, but in all other
respects this Agreement will remain in full force and effect.
If to NinjaTrader:
- NinjaTrader
- Attn: Compliance Department
- 21805 Field Parkway
- Suite 360
- Deer Park IL 60010
- Email: [email protected]
If to Customer: At the address provided on the Customer Application, or as otherwise provided in writing to NinjaTrader by Customer.
All communications sent to Customer, whether through the Internet, or by mail, messenger or otherwise, shall be deemed effective: (a) if
in writing and delivered in person, or by courier, or by overnight mail, on the date delivery is attempted; (b) if sent by certified or
registered mail or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (c) if sent by
electronic delivery, on the date that the electronic delivery is sent.
Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction if (i) the courts of the State of
Illinois or the United States District Court for the Northern District of Illinois lack jurisdiction over the parties or the subject matter of the
Proceedings or decline to accept the Proceedings on the grounds of lacking such jurisdiction; (ii) the Proceedings are commenced by a
party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in
37. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the
same instrument
✔Agreed
(b) Cross Trade Consent. Customer agrees that NinjaTrader, and its managing directors, officers, employees, affiliates, agents and
floor
brokers where acting on NinjaTrader behalf, may take the other side of any Contract for the Account, subject to the Contract being
executed at the prevailing price and in accordance with Applicable Law.
IN WITNESS WHEREOF, NinjaTrader and Customer have executed this Futures Agreement by their duly authorized signatory
User Id
Datetime Signed