怍澱假ㄗ眅誠ㄘ

1. Electronic Trading Service. Client understands that the Electronic Trading Service (ETS) is a semi-automated facility, which enables Client to send electronic Instruction and receive information services. Client agrees to use the ETS only in accordance with the terms of this Agreement. Any additional services offered through the ETS in the future shall only be used by Client in accordance with the terms of this Agreement.
2. Authorized Access. Client shall be the only authorized user of the Electronic Trading Service for Client's Account. Client shall be responsible for the confidentiality and use of the Access Codes. Client acknowledges and agrees that Client shall be solely responsible for all Instruction entered through the Electronic Trading Service using the Access Codes and neither GTJAFHK nor GTJAFHK's directors, officers or employees shall have any liability to Client, or to any other person whose claim may arise through Client, for any claims with respect to the handling, mishandling or loss of any Instruction.
3. Proprietary System. Client acknowledges that the ETS is proprietary to GTJAFHK. Client warrants and undertakes that Client shall not, and shall not attempt to, tamper with, modify, de-compile, reverse engineer or otherwise alter in any way, and shall not attempt to gain unauthorized access to, any part of the ETS. Client acknowledges that GTJAFHK may take legal action against Client, if Client at any time breach this warranty and undertaking or if GTJAFHK at any time reasonably suspect that Client has breached the same. Client undertakes to notify GTJAFHK immediately if Client becomes aware that any of the actions described above in this paragraph is being perpetrated by any other person.
4. Responsibility to Notify Errors. Client further acknowledges and agrees that, as a condition of using the Electronic Trading Service to give Instruction, Client shall immediately notify you if: (a) an Instruction in respect of the Account has been placed through the ETS and Client has not received an order number; (b) an Instruction in respect of the Account has been placed through the ETS and Client has not received an accurate acknowledgement of the Instruction or of its execution, whether by hard copy or via electronic or verbal means; (c) Client has received acknowledgement, whether by hard copy, electronic or verbal means, of a Transaction which Client did not originate or instruct; and/or (d) Client become aware of any unauthorized use of the Account No. and/or Password.
5. Alternative Trading Facilities. Client agrees that should Client experience any problems in reaching GTJAFHK through the ETS or vise versa, Client shall attempt to use an alternative method or device, as GTJAFHK may make available, to communicate with GTJAFHK to place Client's orders and to inform GTJAFHK of the difficulty Client may experience. Client acknowledges that GTJAFHK gives no express or implied warranties (including but not limited to warranties of merchantability, functionality or fitness for a particular use) with respect to trade or trade related services. Client agrees that you shall not be responsible to Client for any losses, costs, expenses, damages or claims which Client may suffer as a result of any disruption, malfunction or other suspension of GTJAFHK's service beyond GTJAFHK's control.
6. Third Party Market Data. Client understands that the Electronic Trading Services may provide, for informational purpose only data about price quotation and information published by third parties. Owing to market volatility and possible delay in the data-transmission process, the data may not be real-time price quotation and information for the relevant investments. Client understands that whilst GTJAFHK believes such data to be reliable, it has no independent basis to verify or contradict the accuracy or completeness of the information provided. Client understands that no recommendation or endorsement from GTJAFHK shall be inferred from the data provided with respect to any investments.
7. No Guarantee of Accuracy or Timeliness of Information. Client acknowledges that the quote service available at the ETS is provided by a third party provider appointed by GTJAFHK from time to time. Client understands that information provided in the Electronic Trading Services is on an "as is", "as available" basis and GTJAFHK does not guarantee the timeliness, sequence, accuracy, adequacy or completeness of such information.
   

The risk of loss in trading futures contracts or options is substantial. In some circumstances, you may sustain losses in excess of your initial margin funds. Placing contingent orders, such as "stop-loss" or "stop-limit" orders, will not necessarily avoid loss. Market conditions may make it impossible to execute such orders. You may be called upon at short notice to deposit additional margin funds. If the required funds are not provided within the prescribed time, your position may be liquidated. You will remain liable for any resulting deficit in your account. You should therefore study and understand futures contracts and options before you trade and carefully consider whether such trading is suitable in the light of your own financial position and investment objectives. If you trade options you should inform yourself of exercise and expiration procedures and your rights and obligations upon exercise or expiry.

Transactions in futures carry a high degree of risk. The amount of initial margin is small relative to the value of the futures contract so that transactions are "leveraged" or "geared". A relatively small market movement will have a proportionately larger impact on the funds GTJAFHK have deposited or will have to deposit: this may work against GTJAFHK as well as for GTJAFHK. GTJAFHK may sustain a total loss of initial margin funds and any additional funds deposited with the firm to maintain GTJAFHK’s position If the market moves against GTJAFHK’s position or margin levels are increased, GTJAFHK may be called upon to pay substantial additional funds on short notice to maintain GTJAFHK’s position. If GTJAFHK fail to comply with the request for additional funds within the time prescribed, GTJAFHK’s position may be liquidated at a loss and GTJAFHK will be liable for any resulting deficit.

1.2 Risk-reducing orders or strategies

The placing of certain orders (e.g. "stop-loss" orders, or "stop-limit" orders), which are intended to limit losses to certain amounts, may not be effective because market conditions may make it impossible to execute such orders. Strategies using combinations of positions, such as "spread" and "straddle" positions may be as risky as taking simple "long" or "short" positions.

Transactions in options carry a high degree of risk. Purchasers and sellers of options should familiarize themselves with the type of option (i.e. put or call) which they contemplate trading and the associated risks. GTJAFHK should calculate the extent to which the value of the options must increase for GTJAFHK’s position to become profitable, taking into account the premium and all transaction costs.

The purchaser of options may offset or exercise the options or allow the options to expire. The exercise of an option results either in a cash settlement or in the purchaser acquiring or delivering the underlying interest. If the option is on a future, the purchaser will acquire a futures position with associated liabilities for margin (see the section on Futures above). If the purchased options expire worthless, GTJAFHK will suffer a total loss of GTJAFHK’s investment, which will consist of the option premium plus transaction costs.

If GTJAFHK is contemplating purchasing deep-out-of-the-money options, GTJAFHK should be aware that the chance of such options becoming profitable ordinarily is remote.

Selling ("writing" or "granting") an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will be liable for additional margin to maintain the position if the market moves unfavorably. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obligated to either settle the option in cash or to acquire or deliver the underlying interest. If the option is on a future, the seller will acquire a position in a future with associated liabilities for margin (see the section on Futures above). If the option is "covered" by the seller holding a corresponding position in the underlying interest or a future or another option, the risk may be reduced.

If the option is not covered, the risk of loss can be unlimited.

Certain exchanges in some jurisdictions permit deferred payment of the option premium, exposing the purchaser to liability for margin payments not exceeding the amount of the premium. The purchaser is still subject to the risk of losing the premium and transaction costs. When the option is exercised or expires, the purchaser is responsible for any unpaid premium outstanding at that time.

GTJAFHK should ask the firm with which GTJAFHK deal about the terms and conditions of the specific futures or options which GTJAFHK is trading and associated obligations (e.g. the circumstances under which GTJAFHK may become obliged to make or take delivery of the underlying interest of a futures contract and, in respect of options, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option) may be modified by the exchange or clearing house to reflect changes in the underlying interest.

3.2 Suspension or restriction of trading and pricing relationships

Market conditions (e.g. illiquidity) and/or the operation of the rules of certain markets (e.g. the suspension of trading in any contract or contract month because of price limits or "circuit breakers") may increase the risk of loss by making it difficult or impossible to effect transactions or liquidate/offset positions. If GTJAFHK have sold options, this may increase the risk of loss.

Further, normal pricing relationships between the underlying interest and the future, and the underlying interest and the option may not exist. This can occur when, for example, the futures contract underlying the option is subject to price limits while the option is not. The absence of an underlying reference price may make it difficult to judge "fair" value.

3.3 Deposited cash and property

GTJAFHK should familiarize itself with the protections accorded money or other property GTJAFHK deposit for domestic and foreign transactions, particularly in the event of a firm insolvency or bankruptcy. The extent to which GTJAFHK may recover GTJAFHK’s money or property may be governed by specific legislation or local rules. In some jurisdictions, property, which had been specifically identifiable as GTJAFHK’s own, will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.

3.4 Commission and other charges

Before GTJAFHK begin to trade, GTJAFHK should obtain a clear explanation of all commission, fees and other charges for which GTJAFHK will be liable. These charges will affect GTJAFHK’s net profit (if any) or increase GTJAFHK’s loss.

3.5 Transactions in other jurisdictions

Transactions on markets in other jurisdictions, including markets formally linked to a domestic market, may expose GTJAFHK to additional risk. Such markets may be subject to regulation, which may offer different or diminished investor protection. Before GTJAFHK trade GTJAFHK should enquire about any rules relevant to GTJAFHK’s particular transactions. GTJAFHK’s local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where GTJAFHK’s transactions have been effected. GTJAFHK should ask the firm with which GTJAFHK deal for details about the types of redress available in both GTJAFHK’s home jurisdiction and other relevant jurisdictions before GTJAFHK start to trade.

3.6 Currency risks

The profit or loss in transactions in foreign currency-denominated contracts (whether they are traded in GTJAFHK’s own or another jurisdiction) will be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.

3.7 Trading facilities

Most open-outcry and electronic trading facilities are supported by computer-based component systems for the order-routing, execution, matching, registration or clearing of trades. As with all facilities and systems, they are vulnerable to temporary disruption or failure. GTJAFHK’s ability to recover certain losses may be subject to limits on liability imposed by the system provider, the market, the clearing house and/or member firms. Such limits may vary: GTJAFHK should ask the firm with which GTJAFHK deal for details in this respect.

3.8 Electronic trading

Trading on an electronic trading system may differ not only from trading in an open-outcry market but also from trading on other electronic trading systems. If GTJAFHK undertake transactions on an electronic trading system, GTJAFHK will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that GTJAFHK’s order is either not executed according to GTJAFHK’s Instruction or is not executed at all.

3.9 Off-exchange transactions

In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm with which GTJAFHK deal may be acting as GTJAFHK’s counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before GTJAFHK undertake such transactions, GTJAFHK should familiarize GTJAFHK’sself with applicable rules and attendant risks.

Guotai Junan Futures (Hong Kong) Limited J-Trader Invisible Hand trading system is currently maintained by Guotai Junan (Hong Kong) Limited and Patsystems (UK) Limited.

We are pleased to provide you access to order routing software and system (together with all enhancements we may provide you from time to time, herein the "Service") as stated in your Acceptance Letter, subject to these Terms and Conditions, including all Attachments hereto (herein the "Terms"). By use of the Service, you acknowledge and agree to the following herein, "we", "our" or "us" shall mean the individual GTJAFHK Group company making the Service available to you as set forth in the Acceptance Letter. For purposes herein, "GTJAFHK Group" means Guotai Junan Futures (Hong Kong) Limited and all its worldwide branches and subsidiaries, as well as all such companies' successors, assigns and new GTJAFHK Group companies that can be formed from time to time, and "System Vendor" shall mean the party named as such in the Acceptance Letter.

1. Limited Right. Subject to these Terms, you are hereby granted a limited, non-transferable, non-exclusive and non-assignable right to use the Service. You may not use the Service, except as provided herein, and may not reverse engineer, copy, alter, disclose, distribute, transmit, transfer, rent, deploy to, modify, sell or dispose of the Service (including any computer hardware or software provided therewith and any data transmitted by the Service), or any part thereof, on a permanent or temporary basis.
   
2. Acting as Principal or Disclosed Agent. You warrant that you are entering into these Terms as principal and that you are not acting as agent (or trustee) for any third party, unless otherwise disclosed to us in your Acceptance Letter.
   
3. Your Responsibility for Use of the Service. You accept all responsibility for your selection and use of the Service, and for any trading or other decisions made by you (including but not limited to, by your employees or authorized agents on your behalf) based on its use. You are responsible for providing and maintaining the means by which you access the Service, including without limitation, a personal computer, modem and telephone or other access lines. When using the Service you must (i) ensure that such Service is maintained in good order and is suitable for use and (ii) run such tests and provide such information to us and/or to System Vendor as we or the System Vendor shall reasonably consider necessary to establish that the Service satisfies the requirements notified by us and/or the System Vendor to you from time to time.
   
4. Risk Acknowledgement. There are significant risks in trading through a system, which is serviced by means of computer and telecommunication systems. Your access to the Service cannot be assured in all circumstances because of errors and malfunctions, including, without limitation, errors in computer programs and telecommunication system. These errors may result in, among other things, a delay in telecommunications services to the user, interrupted service, faults, inaccuracies in the provision of service or inaccuracies in general. You hereby represents and declares that you understands and accept the following risks associated with trading using the Service: (a) that electronic trading and order routing systems differ from trading open outcry pit trading, and that Transactions undertaken using an electronic system are subject to the rules and regulations of the exchange(s) offering the system and/or listing the contract. In this connection, you hereby undertakes, prior to engaging in such Transactions to familiarize yourself with, and from time to time to keep yourself updated on, the rules and regulations of the relevant exchange(s) offering the system and/or listing the relevant futures contracts, and to understand, among other things, the system's order matching procedure, opening and closing procedures and prices, error trade policies and trading limitations or requirements; and (b) trading through an electronic trading or order routing system exposes you to risks associated with system or component failure. Such system or component failure may result in the inability to enter new Orders, execute existing Orders, or modify or cancel Orders previously entered, as well as a loss of Orders or order priority. The Service is not our proprietary system and has been licensed to us directly or indirectly by the System Vendor. Accordingly, we do not in any way endorse or recommend the Service, and your use of the Service is at all times by your own choice and is at your own risk.
   
5. Use the Service subject to compliance with applicable Laws and Regulations. You agree to identify to us the physical location(s) where you or any of your employees or authorized agents may access the Service prior to any such access. You warrant and represent that you are authorized to use the Service in such jurisdiction(s), and that you will comply with all applicable laws, regulations, rules and customs (including all relevant trading rules), including but not limited to exchanges' request for information (herein "Application Laws"). You shall be responsible for obtaining from the appropriate authorities, including but not limited to exchanges, all authorizations necessary to conduct your business and, if needed, to use the Service. You agree that only employees or authorized agents on your behalf who are qualified (that is to say including but not limited to, not subject to any action that would prevent them or prohibit them from using an order routing system to access the exchange(s)) and duly authorized by you (collectively, "Authorized Users") shall have access to the Service in person, and you agree to notify us of any modifications to the Authorized Users' list. You agree to ensure that these Terms are communicated and adhered to by all Authorized Users. You will ensure that all Authorized Users are given adequate training in the use of the Service as well as Applicable Laws. We are under no obligation to provide you or your Authorized Users training or assistance in relation to your use of the Service or in relation to the use or installation of any software necessary to use the Service. In the event that we decide, in our discretion, to provide any training or assistance (including, for example, providing you with a user guide or access to a simulated market) such training or assistance will be provided at your sole risk and we shall have no liability to you in the event that you suffer any loss, whether in contract, tort or negligence either directly or indirectly, arising out of such training. You undertake and agree to comply with the System Vendor's and with GTJAFHK's procedures and policies as provided to you from time to time. You warrant and represent that you are accessing and agreeing to these Terms in a language that permits them to be enforced against you in your jurisdiction without translation into another language. You agree that, except as otherwise prohibited by law, the English-language version of these Terms governs in case of a conflict with any version translated into another language for your convenience. You agree that you will provide reasonable assistance to GTJAFHK in the event of an inquiry or an investigation instigated by either the exchange(s) or regulator(s). You agree to promptly notify GTJAFHK of any (actual or envisaged) breach by any of the Authorized Users of any of the obligations described here above. You further agree to notify GTJAFHK if the above representations are no longer valid.
   
6. Electronic Trading/Exchanges. You understand and agree that, depending on the jurisdiction where you access the Service, not all exchanges, products or features of the Service may be made available to you, if prohibited by local law or otherwise. In addition, not all exchanges provide electronic trading and order matching systems (collectively, "ETS"). Your orders on the Service may be handled at least in part on a manual basis for both exchanges that maintain and do not maintain an ETS. To the extent an order you place may be executed on more than one facility of an exchange (including an ETS), you agree that we will always endeavor to route your order in the first place to the ETS, but may route it as we deem appropriate, in accordance with applicable law.
   
7. Placing of Orders. If you submit an order via the Service in error and wish to withdraw that order we may, so far as is reasonably practicable, provide assistance to you to enable you to do so. However, we accept no responsibility for ensuring that such an order is withdrawn and you shall be responsible for any transaction that arises in circumstances where it is not convenient or not possible to withdraw an order made by you. We shall only be responsible for the execution of orders in circumstances where you have received a notification generated by us or the relevant exchange (as appropriate) to the effect that your order has been received by that exchange. Any such notification shall be deemed to have been received by you when the same is issued by us and you shall be bound thereby notwithstanding that such notification may not have actually been received by you for any reason whatsoever. You will bear the risk of any order which has been inaccurately or erroneously transmitted or which has been lost during transmission, for any reason whatsoever (including, but not limited to malfunctions of the Service). You further acknowledge and accept at that the display of any real time price, charts or historical information are given as a reference and do not necessarily constitute an accurate or comprehensive reflection of the market conditions. Therefore, the price at which we are willing to transact may be different from the price displayed on the screens.
   
8. Login Names and Passwords. In connection with the Service, we may give you a Login Name(s) and/or Trader Identification(s) (collectively, "Login Name(s)") and Password(s). Alternatively you may be given a Login Name(s) and Password(s) by our broker or the System Vendor. You accept full responsibility for the use and protection of this Login Name(s) and Password(s). You agree that we are unable to know whether someone other than you is accessing the Service when using your Login Name(s) and Password(s). It is your obligation to maintain your Authorized Users' access to the Service confidentially. We are not liable for the use of your Login Name(s) or your Password(s) by any person(s) other than you, except to the extent that we directly and negligently have made such Login Name(s) and Password(s) available to an unauthorized person(s). Except as provided herein, you agree that you are solely liable for the use of the Service by anyone accessing it with your Login Name(s) and Password(s). If your are provided a Login Name(s) and Password(s) by the System Vendor you agree to notify GTJAFHK in writing of all Authorized Users by giving their Login Name(s) and any and all subsequent modifications you may make to such Login Name(s) prior to placing your first order through the Service. In the event that this has not been done before a new order has been received by us, the order may not be accepted by us and the transaction may not be executed.
   
9. Risk Reduction Measures. You agree to make yourself familiar with all features of the Service that are designed to help minimize your risk of inadvertent or incorrect order execution, and you acknowledge that you have knowingly implemented or not implemented such features, as the case may be, and agree to the resulting level of protection you may have. You agree that in connection with your use of the Service, we may assign limits or restrictions that may be smaller or more onerous than limits or restrictions in your Client or Execution Agreement with us and you will not place orders that cause you to violate such limits. We reserve the right to reject or block any trade through the Service in excess of any limit you may have with us hereunder or under the Client or Execution Agreement. You further agree that any order placed using the Service may be modified at the request of the exchange.
   
10. Fees. You agree that we may charge you subscription, service, use, training, and/or other fees in connection with the Service as specified in the Acceptance Letter, and you agree to pay such charges promptly, upon invoice (by no later than fifteen (15) business days) net of any taxes. If you maintain a clearing account with us, you hereby authorize us to debit your account for any amount you owe us as provided in these Terms, including Market Data Fees as described in paragraph 11.
    
11. Provision of Data. You agree that in providing you the Service, the System Vendor or we, may provide you with data and other information (collectively, "Data") that the System Vendor or we will obtain from third party data providers, including but not limited to various exchanges. In connection therewith, you agree to use the Data solely for the purpose of your own trading, and not to copy, process, store, re-sell or otherwise redistribute the Data to any other person, company or entity, by any means, or to make the Data available to any third person. To the extent you have entered into a separate agreement with the System Vendor or third party data provider, terms therein that conflict with these Terms will take priority between you and the System Vendor or such third party. You agree to comply with all requirements of the System Vendor, the exchanges and of all third party data providers, including paying such fees and charges (collectively, "Market Data Fees") as we or the System Vendor may assess on their behalf and to authorize the System Vendor, any relevant exchange, or us to access your premises where the Service is used, for the purpose of any audit or review in connection with the use of the Service and the distribution of Data.
    
12. Provision of Connectivity Services. You agree that in providing the Service, we may provide you connectivity through a network ("Network") provided by a third party ("Network Provider") at your own costs and risks.
    
13. No Property Rights. You agree that you are not acquiring any intellectual property rights in the Service, Network or any Data provided thereto. (i) Intellectual property rights in the Service are held by the System Vendor; (ii) intellectual property rights in the Network are held by the Network Provider; and (iii) intellectual property rights in the Data are held by exchanges and/or other third party data providers that maintain a proprietary interest in the Data they provide. You agree not to delete any copyright notices or other indications of protected intellectual property related to the Service, Network or Data. The Service may include software provided by third parties. If necessary, you agree to sign a separate software license agreement with such third parties.
    
14. EXCLUSION OF WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, NETWORK AND DATA, AS APPLICABLE, IS AT YOUR SOLE RISK. NEITHER ANY GTJAFHK GROUP COMPANY, THE NETWORK PROVIDER OR THE SYSTEM VENDOR, NOR ANY GTJAFHK GROUP COMPANY'S OR THE NETWORK PROVIDER'S OR THE SYSTEM VENDOR'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, INFORMATION PROVIDERS, LICENSORS, VENDORS OR OTHER SUPPLIERS (COLLECTIVELY, THE "ENTITIES") PROVIDING THE SERVICE, NETWORK, DATA, OR OTHER SERVICES WARRANT THAT THE SERVICE, NETWORK OR DATA WILL BE UNINTERRUPTED, ERROR OR VIRUS FREE; NOR DO ANY OF THE ENTITIES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, NETWORK OR DATA, OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, RELIABILITY, CONTENT OR USEFULNESS OF THE SERVICE, NETWORK OR DATA, OR WITH RESPECT TO THE SOFTWARE PROVIDED AS PART OF THE SERVICE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE ENTITIES MAKE NO REPRESENTATIONS AND WARRANTIES AS TO OPERATION OF THE SERVICE IN COMBINATION WITH ANY OTHER SOFTWARE OR HARDWARE. THIS PROVISION SHALL NOT BE AFFECTED BY THE TERMINATION OF THESE TERMS.
    
15. DISCLAIMER. YOU ACCEPT THE SERVICE, NETWORK AND DATA, AS APPLICABLE "AS IS", AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS. YOU AGREE THAT ANY DATA PROVIDED IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS AN OFFER OR SOLICITATION WITH RESPECT TO THE PURCHASE OR SALE OF ANY SECURITY OR COMMODITY AND THAT THE DATA SHOULD NOT SERVE AS THE BASIS FOR ANY INVESTMENT DECISION.
    
16. Service or Network Suspension. We reserve together with the System Vendor and the Network Provider the right to discontinue providing or to amend the Service or Network, if applicable, at any time. We may do this because, among other reasons, you breach these Terms or any other agreements between GTJAFHK and the Client, or we deem it necessary in response to an action(s) by an exchange. Because of this and because the Service and/or Network may be temporarily unavailable from time to time (see, for example, paragraph 4, herein), you agree to maintain an alternative method(s) to receive data, to convey orders and to receive reports of fills or unables. You agree that we have no obligation to continue to support or make available to you the Service, Network or Data, at all or in any particular form, at any time.
    
17. NO LIABILITY FOR PUNITIVE OR CONSEQUENTIAL DAMAGES. NONE OF THE ENTITIES SHALL EVER BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS(ES) OR DAMAGE(S), INCLUDING LOSS OF BUSINESS, PROFITS OR GOODWILL AS A RESULT, DIRECTLY OR INDIRECTLY, OF YOUR USE OF THE SERVICE, NETWORK OR DATA (IF SUCH BROAD EXCLUSION FROM LIABILITY IS EXPRESSLY PROHIBITED BY LOCAL LAW, THEN WE SHALL ONLY BE LIABLE FOR LOSSES ATTRIBUTABLE TO OUR GROSS NEGLIGENCE OR INTENTIONAL WRONG DOING). THE MAXIMUM DAMAGES YOU MAY RECOVER AGAINST ANY AND ALL OF THE ENTITIES, IN AGGREGATE, AS A RESULT OF ANY CLAIM RELATED, DIRECTLY OR INDIRECTLY, TO YOUR USE OF THE SERVICE, NETWORK OR DATA SHALL BE LIMITED TO THE GREATER: OF ANY AMOUNT WE HAVE CHARGED YOU EXCLUSIVELY FOR THE SERVICE, NETWORK OR DATA DURING THE PRIOR THIRTY (30) DAYS (NET OF OUR PAYMENTS TO THIRD PARTIES) OR, THE AMOUNT OF OUR COMMISSIONS FOR THE TRANSACTIONS INVOLVED IN ANY DISPUTE REGARDING THE SERVICE, NETWORK OR DATA. YOUR AGREEMENT TO THIS RESTRICTION CONSTITUTES MATERIAL CONSIDERATION TO INDUCE US TO PROVIDE THE SERVICE, NETWORK AND DATA TO YOU AND ALL THE ENTITIES ARE INDIRECT BENEFICIARIES OF YOUR AGREEMENTS AND REPRESENTATIONS HEREUNDER. THIS PROVISION SHALL NOT BE AFFECTED BY THE TERMINATION OF THESE TERMS.
    
18. Other Agreements. These Terms shall be considered supplementary to your client agreement ("Client Agreement") with us (if you are a clearing client), or your International Uniform Brokerage Execution Services ("Give-up") Agreement or equivalent written agreement (collectively, "Execution Agreement") with us, if you have no Client Agreement. In case of a conflict between a provision in these Terms and your Client or Execution Agreement with us related to your use of the Service, the provision in these Terms shall prevail.
    
19. Privacy. You understand and agree that information regarding your account with us and your orders may be shared with our brokers, other companies of the GTJAFHK Group, as well as with Guotai Junan Financial Holdings Limited, or its successors or assigns (collectively, "GTJA Group Companies"), and with the System Vendor and the Network Provider, for processing, risk, audit or credit functions. Information regarding your account and orders may also be shared with third parties other than GTJA Group Companies, the System Vendor or the Network Provider in case of litigation or dispute, as a result of applicable law to legal process. GTJA Group Companies, the System Vendor, The Network Provider and such third parties may be located outside Hong Kong and may not have equivalent laws as Hong Kong regarding personal data protection or privacy, giving you the right to access personal data and to correct it. You agree that we are not liable for the unintended interception by third parties of data or other information that you send to us or that we send to you, using the Service. We reserve the right together with the System Vendor and the Network Provider to monitor and to retain records related to your use of the Service.
    
20. Governing Law. These Terms are governed by the laws as specified in your Acceptance Letter without giving effect to conflicts of law provisions, and all disputes shall be resolved by the forum as specified in your Acceptance Letter.
    
21. Irregularities or Problems. You agree immediately to report to us any irregularities, defects or problems (including attempted seizure by any authority) that you experience with the Service, or the loss, theft or unauthorized use of any security features (including your Login Name(s) or Password(s)) by calling the Client Support Hot Line(s) at the number as communicated to you from time to time. We reserve the right to refer you or your call to a third party, notably but not limited to the System Vendor, the Network Provider of any exchange.
    
22. Term and Termination. These Terms shall be effective as of the date specified in your Acceptance Letter, and shall continue for the period of time as stated in your Acceptance Letter. Subsequently, it shall automatically renew by one-year periods. You may permanently withdraw from using the Service and terminate these Terms upon written notice to us received one (1) month prior to the anniversary date of these Terms. We may terminate these Terms by given you one (1) month written notice. We may terminate these Terms unilaterally and with immediate effect upon notice to you in the event of material breach by you of these Terms or if our ability to authorize your use or your authorized agent(s)' use of the Service, is terminated by the System Vendor for any reason. Upon Termination of these Terms you will continue to be liable for any costs of the Network we may have provided to you upon your request to access the Service and the costs of the Service charged by the System Vendor. Upon termination of these Terms, you shall cease to use the Service, and upon our request you shall return to us or destroy, all software, all security features and documentation we may have provided you with, in connection with the Service and shall provide to us upon our request a written statement certifying you have satisfied to your obligations hereunder. Termination of these Terms or of your use of the Service for any reason shall have no impact on our rights or your obligations under the Client or Execution Agreement you maintain with us. The termination of your Client or Execution agreement ends these Terms automatically.
    
23. Confidentiality. On occasion we may provide you with non-public and proprietary information related to the Service, its documentation and its updates, in such instances you agree to maintain such information confidentially and to apply in relation thereto the same standard than those, which you apply to your own proprietary confidential information.
    
24. Indemnity. You agree to indemnify and hold the Entities harmless against any and all costs of any kind the Entities may sustain due to (i) any breach by you of these Terms including any representation or warranty hereunder, or (ii) any claim related to or arising out of a financial transaction commenced by any third party against us based on your use of the Service, unless such claim is caused by GTJAFHK's gross negligence or willful misconduct, or (iii) our early termination of these Terms because of your breach of any provision hereunder or because our license with the System Vendor is terminated, or (iv) your early termination of these Terms for any reason. You agree that your violation of one or more terms of these Terms may cause irreparable harm to the Entities, which may not be adequately compensated by money damages alone. As a result, in connection with an allegation of your breach of these Terms, you authorize all or any of the Entities to seek equitable relief, including an injunctive or restraining order, prohibiting you from violating these Terms.
    
25. Captions, Amendments and Waiver. Captions in these Terms are for ease of reference only and do not form part of these Terms. You agree that we may amend these Terms by giving you not less than ten (10) business days notice either in writing or by electronic communications or otherwise and that such amendment will become effective on the date specified in the notice. Without prejudice to the foregoing, we may regard your continued use of the Service as your formal acknowledgement and acceptance to such amendments. In case of inconsistency, the amended version of the Terms shall prevail over these Terms. We shall not be bound by waivers or modifications of any of these Terms, unless we consent to such waivers or modifications in writing (as evidenced by the signature of an authorized officer).
    
26. Force Majeure. We shall not be in default if failure to perform any of our obligations hereunder us caused solely by supervening conditions beyond our reasonable control, including acts of God, civil commotion strikes, labor disputes, wars, and terrorist activity or governmental demands or requirements.
    
27. Assignment. You agree that you may not assign, transfer or subcontract these Terms or any rights and obligations hereunder to any third parties without our prior written consent.