Schwab Global Account™ Agreement
Please read this important information carefully.
Information about your Schwab Global Account™
Schwab Global Account™ Agreement
This publication contains important terms and conditions that apply to your Schwab Global Account™. Please read this publication carefully and retain it for future reference. Charles Schwab & Co., Inc. is a member firm of the Financial Industry Regulatory Authority (FINRA). As such, we are required to inform you of the availability of a FINRA Investor Brochure, which includes information on the FINRA Public Disclosure Program. You may contact the FINRA public hotline at 1-800-289-9999 or on the Internet at http://www.finra.org/.
The Schwab Global Account™ consists of Brokerage Services, including trading international securities on international markets, foreign currency exchange to facilitate international trading, trading American Depositary Receipts in the United States, and over-the-counter trading of foreign equities in the United States, as determined by us. Your Schwab Global Account™ will be associated with a Schwab One® Brokerage Account, which is governed by the Schwab One® Account Agreement.
As used in the Schwab Global Account™ Agreement, the terms listed below are defined as follows:
- Account—Account means the Brokerage Account established under your Global Account Application and Global Account Agreement.
- Accounts of Your Household—Schwab Accounts that have been linked in accordance with Schwab's householding guidelines. Schwab makes a reasonable effort to automatically link qualified accounts of persons with the same last name at the same home address, including accounts held at certain Schwab affiliates. Schwab aggregates the balances and activities of Accounts of Your Household to determine for brokerage accounts: commission rates, the interest rates that certain cash balances receive, whether those accounts may qualify for certain fee waivers, and whether those accounts may qualify for certain benefits or features ("Household Calculations"). Schwab may consider other accounts to be in your household upon your request if account holders are in the same family, there is a dependent relationship, or in certain other similar instances at Schwab's discretion. You are responsible for identifying accounts that should be linked for purposes of determining Accounts of Your Household and Household Calculations. For example, if you or other members of your family who reside at your home address have a different last name (including a spouse, if applicable), you need to contact Schwab to request that we combine your accounts for purposes of Household Calculations. If an account is added to the Accounts of Your Household, any impact on Household Calculations may not take effect until the following quarter.
- ADR—American Depositary Receipt; a negotiable certificate issued by a U.S. bank representing shares in a foreign security. ADRs are traded on United States exchanges, are denominated in U.S. dollars, and the underlying security is held by a U.S. financial institution overseas. ADRs do not eliminate the currency and economic risks for the underlying shares in another country.
- Associated Schwab One® Account—In establishing your Schwab Global Account™, you must identify a Schwab One® Account with which the Schwab Global Account™ will be associated. The information provided on the Schwab Global Account™ Application must be identical to the information related to the associated Schwab One® Account and the two accounts must remain identical.
- Cash Account—The basic brokerage account we offer. A Cash Account does not contain margin or option trading features.
- Day Trading—Regular transmission of intraday orders to effect both purchase and sale transactions in the same security or securities.
- Debit Balance—An account balance representing money owed to us.
- Eligible Currencies—Foreign currencies, as determined by Schwab, that are eligible to be held in your Schwab Global Account™.
- Free Credit Balance—Defined for purposes of this Agreement as the uninvested cash in your Account, minus the following: (i) funds necessary to pay for purchase transactions due to settle within the next three Business Days and (ii) charges to your Account, including, but not limited to, wire transfers. Proceeds from the sale of securities and foreign currency will not become part of the Free Credit Balance until the Business Day following settlement date. Credits that result from deposits, wired funds, reorganization activities, or other nontrade-related transactions will not become part of the Free Credit Balance until the next Business Day.
- Foreign Securities—Securities listed on exchanges outside the United States and available for purchase and sale in the Schwab Global Account™.
- Global Business Day
For foreign currency trading: Sunday—6:00 p.m. through 12:00 a.m. Eastern time; Monday through Thursday—24 hours per day; Friday—12:01 a.m. through 5:00 p.m. Eastern time; and Saturday—Closed.
For global equity trading: Sunday—Either 4:00 p.m. or 6:00 p.m. through 12:00 a.m. Eastern time (depending on the time of the year); Monday through Thursday—24 hours per day; Friday—12:01 a.m. through 4:00 p.m. Eastern time; and Saturday—Closed.
- Good Delivery—The delivery to us of freely transferable securities (that is, properly registered, endorsed, and fully negotiable stock or bond certificates).
- Household Balance—Household Balance means the total combined value, over a given period of time, in the Accounts of Your Household, including margin balances and other outstanding debit balances like mortgage, Home Equity Line of Credit (HELOC), and credit card balances. For the purpose of determining commission rates, interest rates, and fee waivers, Schwab adds up your daily Household Balances then divides the total amount by the number of days in the applicable period.
- Household Calculations—Schwab's calculation of fees, fee waivers, interest rates, and other benefits and features that apply to the Accounts of Your Household.
- Local Market Day—Any day that an eligible exchange is open.
- Long Sale—The sale of a security that you own.
- Other Property—Money, instruments (including certificates of deposit and other financial instruments), and any other property or rights.
- Schwab Global Account™—The brokerage account that allows you to invest in certain foreign currencies and certain foreign equities traded on foreign exchanges, as determined by Schwab. The Schwab Global Account™ must be associated with a Schwab One® Account.
- Schwab Global Account™ Agreement—The agreement you make with us when you open a Schwab Global Account™, consisting of the Schwab Global Account™ Application, this Schwab Global Account™ Agreement, and any other written agreements between you and us concerning your Schwab Global Account™, all as amended from time to time.
- Schwab Global Account™ Application—The application you submit to open a Schwab Global Account™.
- Schwab Global Services—Schwab's global brokerage services.
- Schwab One® Account—The basic brokerage account at Schwab that allows you to buy and sell stocks, bonds, mutual funds, and other investments denominated in United States currency. This account includes optional Bank Services such as checks and a Visa® debit card. The information you provide for your Schwab One® Account will be used to open and verify the Schwab Global Account™.
- Securities—Securities of any kind and nature, including those you may deposit or redeposit with us for any reason (including safekeeping), as well as uncertificated securities, such as money market fund shares.
- To close any or all transactions—To complete or liquidate any or all unsettled transactions; to cancel open orders; to sell any or all long Securities and Other Property; and to buy any or all Securities and Other Property that are short in the Schwab Global Account™ or required for delivery against any sale order or other obligation.
- U.S. Business Day or "Business Day"—Business Day is any day that the New York Stock Exchange and the Federal Reserve Bank of New York are open. (Although our offices may be open on certain bank holidays, these days are not considered Business Days for purposes relating to the transfer of funds.)
- We/Us/Our/Schwab—Charles Schwab & Co., Inc.
- You/Your/Account Holder—Each person who signs the Schwab Global Account™ Application.
Schwab Global Services
1. Your Schwab Global Account™ Will Be a Cash-Only Account
- You will not have the ability to trade on margin, sell securities short, or trade options or currency derivatives in your Schwab Global Account™.
- All transactions in your Schwab Global Account™ require cleared funds prior to your instructions being processed.
- All fees and costs will be deducted prior to any transaction being processed. If your Schwab Global Account™ does not contain sufficient funds to cover the cost of the transaction plus the fees, your transaction will not be processed.
- You will not earn interest on cash balances held in your Schwab Global Account™ in any currency.
- Only eligible currencies, as determined by Schwab, may be held in your Schwab Global Account™.
2. Your Schwab Global Account™ Must Be Associated With a Schwab One® Account
You must have an active Schwab One® Account open before Schwab will open a Schwab Global Account™, or you may open both the Schwab One® and the Schwab Global Account™ at the same time. The information provided on the Schwab Global Account™ Application must be identical to the information related to the associated Schwab One® Account, and the account holder and any account authorities on the two accounts must remain identical. If the account holder and authority information is no longer identical, Schwab may close the Schwab Global Account™ and transfer all assets to the Schwab One® Account. If you submit changes to one account that are not submitted for the other, Schwab may reject the change.
The following information must, at all times, be identical for the Schwab Global Account™ and the Schwab One® Account:
- Account holder name(s);
- Account address;
- Account email address;
- All Powers of Attorney; and
- Any other information, as determined by Schwab.
3. Cash Distributions
Assets awaiting investment or deposit include:
- Amounts deposited by you into your Account; and
- Any other uninvested assets held in your Account.
When Schwab receives a request for a distribution from your Account, Schwab generally processes the request within two or three Business Days (unless the distribution is in connection with an unusual event, such as death or divorce, in which case it generally will take longer to process the request).
If you wish to withdraw foreign currency from your Schwab Global Account™, you can either instruct Schwab to wire the foreign currency, in kind, to another financial institution, or you can instruct Schwab to convert the foreign currency to U.S. dollars and to move the U.S. dollars to your associated Schwab One® Account.
4. Services and Fees
Enrollment in a Service
Schwab offers a number of account types, service features, and benefit packages, each of which is referred to as a "Service" for purposes of your Account Agreement. Each Service may have unique fees and additional terms and conditions. By enrolling in a Service or otherwise using a Service and not discontinuing your enrollment in that Service, you agree to abide by the terms and conditions or supplemental agreement ("Terms of Service") applicable to such Service, in addition to this Account Agreement.
Unless you notify Schwab otherwise, Schwab will make a reasonable effort to link qualified accounts of persons with the same last name at the same home address. Schwab may link other accounts upon your request if account holders are in the same family, there is a dependent relationship, or in certain other similar instances at Schwab's discretion. Certain accounts may not be eligible for linking. The assets of linked accounts are not commingled, and all clients linking accounts retain control over, and responsibility for, their individual accounts.
Schwab is not responsible for identifying accounts that are eligible to be linked for purposes of determining the Accounts of Your Household. It is the obligation of fiduciaries to notify Schwab of accounts that should not be linked. You agree to contact Schwab if you are acting in a fiduciary capacity and want your fiduciary account aggregated as part of the Household Calculation or excluded from the Household Calculation. You may contact Schwab or your independent investment advisor ("advisor") for more information or to give Schwab instructions with respect to linking eligible accounts.
Certain fees and other items relating to your Account are calculated by considering (i.e., aggregating) activities and balances in the Accounts of Your Household. You acknowledge and agree that it is your responsibility to review the applicable Pricing Guide or fee schedule and your account statements, and to consult with other members of your household who may have accounts with Schwab to determine whether Schwab should update or change its Household Calculations. While Schwab will make a good faith effort to identify and consider on its own the Accounts of Your Household in order to calculate any potentially applicable fee waivers, you acknowledge and agree that Schwab is not responsible for any claimed error in making Household Calculations if you fail to contact Schwab with concerns or questions about how Schwab is making Household Calculations. If there are other holders of Accounts of Your Household, you understand and acknowledge that Schwab may use general information about your Household Balance and activities to provide or explain Household Calculations or Services available to you and those other holders of Accounts of Your Household. If you do not want your account data included with data from other Accounts of Your Household for such purposes, you agree to contact Schwab.
Fees and Incorporation of the Pricing Guide
Fees for particular Services and Accounts are generally set forth in a pricing guide or fee schedule, such as the Charles Schwab Pricing Guide or other pricing guide Schwab may provide as applicable to your account (collectively, the "Pricing Guides," and individually, a "Pricing Guide"). The Pricing Guides are companions to this Account Agreement and are incorporated as part of this Account Agreement.
You agree to pay the Service fees as well as other fees that apply based on your transactions, activities, and requests, as set forth in the Pricing Guide applicable to your account or as Schwab otherwise informs you. These other fees may include, but are not limited to, the following:
- Commissions, transactions (including mutual funds), and order-handling fees;
- Currency exchange fees;
- Account service fees;
- Custody of certain assets;
- Reports relating to your Account requested by you or that are required by law;
- Termination and transfer fees; and
- Negative interest charges.
Some Services may have a special fee schedule that is not included in the applicable Pricing Guide. If so, Terms of Service that you receive at the time you receive or enroll in the Service will include that additional pricing information. You agree to review the Terms of Service and not to use or not to continue use of the Service if you do not agree to pay the applicable fees.
You agree to pay all applicable fees, as well as any applicable foreign, federal, state, and local taxes. Schwab's failure to deduct fees from your Account at the time you incur those fees does not waive Schwab's right to deduct those fees from your Account at a later time.
Schwab may modify a Pricing Guide or fee schedule applicable to a Service at any time. Schwab will provide notice to you of any change in fee or new fee applicable to you in accordance with applicable laws and regulations. Your continued use of your Account or a Service following such a change in fee or new fee will evidence your consent.
Schwab reserves the right, but has no obligation, to negotiate different prices or arrangements than those described in a Pricing Guide or elsewhere with account holders and with unaffiliated third parties acting as agents for certain account holders.
Transfer (Out) Fee
Schwab may charge a fee when you request a transfer of assets from the Account to another financial institution (a "TOA"), as set forth in the applicable Pricing Guide or fee schedule. A TOA occurs when you request (either personally or through another financial institution) that Schwab transfer securities or cash out of the Account. A TOA of all the assets in the Account is a "full TOA"; a TOA in any amount less than this is a "partial TOA." You may obtain a copy of the applicable Pricing Guide or fee schedule by calling Schwab at 1-800-992-4685. Schwab reserves the right to later charge fees or waive the minimum or fees on any account in circumstances that we deem appropriate.
Schwab may establish from time to time minimum balance requirements to open a Schwab Global Account™.
5. Closure of Your Account
Unless there is no balance in your Schwab Global Account™, you will be given notice prior to our closing your Account. In the event Schwab elects to close your Account, you authorize us to liquidate shares of any security held for you that are not transferred to the issuer for any reason.
Upon closing your Schwab Global Account™, we will move all eligible securities in your Schwab Global Account™ to your associated Schwab One® Account. All securities that are ineligible to be held in your associated Schwab One® Account will be sold. We will convert all net sales proceeds, as well as any other foreign currency in your Schwab Global Account™, to U.S. dollars and will transfer the U.S. dollars to your associated Schwab One® Account. In the event that your associated Schwab One® Account is also closed, we will mail the remaining cash balance to you as set forth in the Schwab One® Account Agreement.
6. Returned Items and Unpaid Fees
If transactions in your Account reduce your account balance below zero, Schwab may charge a fee. In the event that there are any unpaid fees in your Schwab Global Account™, you agree that Schwab can debit your associated Schwab One® Account for the amount of the unpaid fees.
7. When Funds Are Available for Withdrawal or Transfer
When you instruct Schwab to transfer funds to your Schwab Global Account™, the funds will become available for withdrawal or to fund transactions. Details of the schedule are available by logging in to your Schwab Global Account™ at www.schwab.com, or by calling Schwab at 1-800-992-4685. At our discretion, funds represented by the transfer also may be unavailable for settlement of securities transactions during the hold period.
8. Non-U.S.-Dollar Currencies—Funding Your Account and Disbursements From Your Account
Schwab may accept non-U.S.-dollar funds and Schwab may issue disbursements to you in non-U.S.-dollar funds. You recognize that to do so, Schwab must obtain certain authorizations from you and wishes to confirm your acceptance of the administration of the functions necessary to effect such deposits and payments. Unless otherwise specified, all disbursement requests will be issued in U.S. dollars. You hereby authorize Schwab to arrange on your behalf for the exchange of currencies for the purpose of converting funds for deposit to your Schwab One® Account. Schwab retains the right anytime to refuse to accept for conversion any non-U.S.-dollar currency or to make any non-U.S.-dollar disbursement. You understand and agree that Schwab may, in its sole discretion, provide foreign currency services with respect to only a select group of non-U.S.-dollar currencies. You further agree that Schwab shall not be required to take any action that may be in contravention of applicable laws and regulations.
9. Unauthorized Wire Transfers, Unauthorized Transfers, and
You must promptly examine your statement upon receipt. If you find that your records and ours disagree, or if you suspect that a wire transfer is unauthorized, call us toll-free at once at 1-800-992-4685. Or you may write to us at: Charles Schwab & Co., Inc., P.O. Box 982600, El Paso, TX 79998-2600. If you do not notify us in writing of the suspected unauthorized wire transfer or fraudulent transaction promptly, but in no event later than 10 calendar days after we send or make available to you notice of the transaction or your account statement, whichever is received first, you agree that the statement activity and your account balance are correct for all purposes with respect to those transactions and waive all claims against Schwab to recover any losses resulting from said unauthorized wire transfer or fraudulent transaction. If you report to us that an unauthorized wire transfer, forgery, alteration, or other unauthorized transaction has occurred on your Account, you agree to cooperate with us in the investigation of your claim. This includes giving us an affidavit containing whatever reasonable information we require concerning your Account, the wire, transfer, or transaction and the circumstances surrounding the loss. You agree that we have a reasonable period of time to investigate the facts and circumstances surrounding any such claimed loss and that we have no obligation to provisionally credit your Account.
10. Our Liability for Failure to Complete Transactions
If we do not complete a transaction to or from your Account on time or in the correct amount according to our agreement with you, we may be liable for your losses or damages. However, in no event shall Schwab be liable for any special, indirect or consequential damages, even if we have been informed of the possibility of such damages. There are some exceptions. (There may be other exceptions not specifically mentioned here.) We will not be liable, for instance, if:
- The cleared funds in your Schwab Global Account™ are insufficient to cover the transaction and fees associated with the transaction.
- Circumstances beyond our control (such as political unrest, natural disaster, fire, or flood) prevent the transfer, despite reasonable precautions that we have taken.
- Any third-party communication system from which Schwab requires information to complete transactions was not working properly.
- Your Schwab Global Account™ is restricted (because of a court order or similar reason) and we are not permitted to make the transaction.
- An error in posting an amount or transaction occurs that is beyond our control.
- There is a disruption in a foreign market or a currency fluctuation that prevents the transaction from being completed as instructed.
11. Transferring Funds Between Your Associated Schwab One® Account and Your Schwab Global Account™
To transfer funds between your associated Schwab One® Account and your Schwab Global Account™, you may submit a written letter of authorization specifying the account numbers involved and the amount you would like transferred. You may not transfer funds between your Schwab Global Account™ and any Schwab account that is not the associated Schwab One® Account.
When your Schwab Global Account™ is opened, Schwab will notify you of all securities held in your associated Schwab One® Account that are eligible to be held in your Schwab Global Account™. You may elect to provide Schwab with specific instructions regarding the eligible securities and may do so by contacting Schwab at 1-800-992-4685. Assets held in the Schwab Global Account™ will be valued in the currency of the primary exchange on which they trade. Assets held in the associated Schwab One® Account will be valued in U.S. dollars.
You will receive statements for each month in which there is activity in your Account. If there are assets but no activity in your Account, you will receive a quarterly statement. The statements contain the following information:
- The date and amount of remittances and other credits to your Schwab Global Account™;
- A description of all securities transactions and other brokerage activities;
- The amount of any fees charged to your Schwab Global Account™; and
- The amount and yield on money market fund balances, if any.
It is your obligation to review your statements and receipts carefully, and to notify us promptly of any discrepancy between your records and transactions detailed on the statement.
13. Death or Incapacity
In the event that the Schwab Global Account™ holder dies or becomes incapacitated and no individual is granted authority over the Account, Schwab may close the Schwab Global Account™. In closing the Account due to death or incapacity, Schwab will transfer all eligible securities to the associated Schwab One® Account; will sell all ineligible securities in the Schwab Global Account™; will convert all foreign currency into U.S. dollars; and will transfer the cash to the associated Schwab One® Account.
Securities will be valued in U.S. dollars in the Schwab One® Account. Foreign currency transfers will be subject to exchange charges.
14. Unclaimed Property
To the extent applicable to your Account, the unclaimed property law requires us to turn over to the state of your last known address (as shown in our records) personal property which is unclaimed by its owner for a set period of time. Personal property includes assets in customer accounts (including your Schwab Global Account™ and the associated Schwab One® Account) as well as uncashed dividend checks and other cash or securities. In general, personal property is considered unclaimed if you have not performed at least one of the following activities within the period of time set by the state:
- Made a deposit, trade, or withdrawal in your Account.
- Written to or otherwise contacted us about your Account.
- Otherwise shown an interest in your Account.
Schwab will liquidate all positions in the Schwab Global Account™ and exchange all foreign currencies into U.S. dollars. All assets from the Schwab Global Account™ will be transferred to the associated Schwab One® Account.
Before we turn over the assets in your Account (if any), we will, as required by law, send a notice to the address we currently show on your account statement. You may recover unclaimed property turned over to a state by contacting that state.
Your Schwab Global Account™ will only be deemed unclaimed property if the associated Schwab One® Account is also deemed to be unclaimed.
15. Nature of Obligations
The obligations of Schwab are as stated in the Schwab Global Account™ Agreement.
16. Wire Transfers and Automated Clearing House (ACH) Transfers
Sending Wire Transfers
The following provisions apply to wire transfers you send through Schwab. This section does not apply to ACH funds transfer services or Schwab MoneyLink® services, which are subject to separate terms and conditions.
A wire transfer is the process of carrying out a payment order that leads to the transfer of funds to a beneficiary. The payment order is the instruction you give us regarding a wire transfer. The beneficiary is the person who receives the payment. The beneficiary may be you or another person.
We may charge fees for sending a wire transfer. For current fees, call 1-800-435-4000. If your account is managed by an advisor, please contact your advisor directly, or call Schwab Alliance at 1-800-515-2157. Additional fees may be applied to a transfer by the receiving bank or an intermediary bank. We have no control over the intermediary or receiving bank's fee structure.
By providing us with a payment order in a manner that is acceptable to us, you authorize us to act on your behalf to initiate a wire transfer. Upon receiving a payment order from you by the applicable cutoff time, we will act on the payment order by transmitting payment instructions to the applicable bank. We have cutoff times for processing payment orders. We may treat payment orders we receive after a cutoff time as if received the next Business Day. Our cutoff times are available upon request.
We may provide you with one or more numbers, passwords, tokens, challenge questions, and/or other means of identification and authentication (collectively, a "Password") in connection with our wire transfer service. You agree to maintain the security and confidentiality of your Password and to notify us immediately if you have any reason to believe its security or confidentiality has been or may be breached.
We may elect to verify the authenticity and content of any payment order by placing a call to any authorized signer on your account and/or any other person you designate as your agent for that purpose. If we are unable to verify a payment order with an authorized person, we may refuse to execute the order. We also may reject any instruction that is not confirmed in accordance with any other security procedure that you and we agree upon. You agree that confirmation of your wire instruction by telephone, or online through our website or by wireless device (which consists of both electronically authenticating and authorizing the wire instruction through encrypted channels), or our reliance on any password or other security procedure that you and we agree upon, shall be deemed to be a commercially reasonable security procedure, in light of the anticipated size, type, and frequency of your wire transfers.
We may process any payment order we believe is transmitted or authorized by you if we act in compliance with the agreed upon security procedure. You agree to be bound by any wire instruction, whether or not authorized, that is issued in your name and accepted by us in compliance with the security procedure.
Our security procedures are designed to verify the authenticity of wire instructions, not to detect any errors in their transmission or content. We assume no responsibility to detect errors in your instructions (e.g., duplicate transfers), even if we may take certain actions from time to time to do so.
We may reject payment orders. Any notice of rejection (whether given orally, electronically, or in writing) will be effective when given. We will not be liable to you for the rejection or obligated to pay you interest for the period before you receive the notice of rejection. Pursuant to government regulations, we may be unable to send a wire transfer you requested to certain individuals or countries, or to individuals who are citizens of those countries. Also, your payment order may be delayed while we check to ensure that sending it to the designated recipient does not violate applicable laws or regulations. You agree that Schwab will not be liable for any losses in any of these circumstances.
We may select any intermediary bank, funds transfer system, or means of transmittal to send your payment orders. Our selection may differ from that indicated in your instructions.
It is important that you provide us with accurate and complete payment information. The beneficiary's bank (including us when we are the beneficiary's bank) may make payment to the beneficiary based solely on the account or other identifying number you provide, even if the name on the payment order differs from the name on the account. We, or an intermediary bank, may send a payment order to an intermediary bank or a beneficiary's bank based solely on the bank identifying number, even if you provide us with a different bank name. Neither we nor any other bank has a duty to determine whether a payment order contains an inconsistent name and number. This means that you may not rely on the name of the person or bank that you provide us to ensure payment to the correct person. If you provide incorrect information, you could lose the amount transferred.
Terms Applicable to Sending Domestic Wire Transfers and Non-Consumer Foreign Wire Transfers
You agree to indemnify us against, hold us harmless from, and defend us against any losses, claims, costs, expenses, damages, or liabilities (including, but not limited to, attorneys' fees) arising out of or resulting from any action taken or omitted by us in accordance with this Agreement or your instructions. This obligation will survive the termination of this Agreement.
You must notify us at once if you think a wire transfer shown on your Account statement or other notice is incorrect or unauthorized. If you fail to notify us in writing within 10 calendar days after we send or make available to you the first notice or statement on which the problem or error appears, you agree that the transfer information set forth on the statement or notice will be deemed correct, and that you will be precluded, to the greatest extent permitted by law, from asserting any claim against Schwab in connection with, and waive any right to recover any losses resulting from, any unauthorized or erroneous transfer.
You cannot amend or cancel a payment order after we receive it. If you ask us to do this, we may make a reasonable effort to act on your request. But we will not be liable to you if, for any reason, a payment order is not amended or canceled. You agree to reimburse us for any costs, losses, indemnity claims, or damages that we incur in connection with your request to amend or cancel a payment order.
If your payment order requires us to convert one type of currency to another (for example, from U.S. dollars to euros), your funds will be exchanged for such other currency at the current rate of exchange according to our standard procedures. Currency exchange rates fluctuate over time, and you acknowledge and accept the risks of such fluctuations between the time you send us a payment order and the time the wire transfer is final.
Terms Applicable to Certain Consumer Foreign Wire Transfers
If you initiate a wire transfer that is subject to Regulation E primarily for personal, family, or household purposes to a recipient in a foreign country (a "consumer foreign wire transfer"), we will provide you with a disclosure of the details of the transaction, as well as information about your error resolution and cancellation rights. Note: Certain transfers made in connection with the purchase or sale of securities are not covered by Regulation E or this section.
What to do if you think there has been an error or problem with your consumer foreign wire transfer:
If you think there has been an error or problem with your wire transfer:
Charles Schwab & Co., Inc.
Attn: Document Control
P.O. Box 982600
El Paso, TX 79998
Charles Schwab & Co., Inc.
Attn: Document Control
P.O. Box 628291
Orlando, FL 32862-8291
Outside the U.S., call: +1-602-355-3426
You must contact us within 180 days of the date we promised to you that funds would be made available to the recipient. When you do, please tell us:
- Your name and address and/or telephone number;
- The error or problem with the transfer and why you believe it is an error or problem;
- The name of the person receiving the funds and, if you know it, his or her telephone number or address;
- The dollar amount of the transfer; and
- The confirmation code or number of the transaction.
We will determine whether an error occurred within 90 days after you contact us, and we will correct any error promptly. We will tell you the results within three Business Days after completing our investigation.
If we decide that there was no error, we will send you a written explanation. You may ask for copies of any documents we used in our investigation.
What to do if you want to cancel a consumer foreign wire transfer:
You have the right to cancel a consumer foreign wire transfer and obtain a refund of all funds paid to us, including any fees. In order to cancel, you must contact us at the phone number above within 30 minutes of payment for the transfer.
When you contact us, you must provide us with information to help us identify the transfer you wish to cancel, including the amount and location where the funds were sent. We will refund your money within three Business Days of your request to cancel a transfer as long as the funds have not already been picked up or deposited into a recipient's account.
We may receive instructions to pay funds to your account, including wire transfers, transfers sent through an ACH system, and transfers that are processed directly to an account with us. We may receive funds transfers directly from the sender, through a funds transfer system such as an ACH system, or through some other communications system.
We will notify you that we have received wire transfers and ACH transfers by listing them on your Account statement rather than sending you separate notices with respect to each transfer. You can also access information about your transfers with our online service through Schwab.com.
ACH Provisional Payment Rule
Under ACH rules, funds transfers sent through an ACH system are provisional and may be revoked prior to final settlement. You agree that ACH transfers that involve your Account will be subject to the ACH rules.
If an ACH transfer is revoked before final settlement and we do not receive final settlement, we may charge your Account for any amount that was previously credited and the person who sent the payment order will be considered not to have paid you. If this happens, we will not send you a separate notice; we will notify you of these credits and charges on your Account statement.
If we are obligated to pay you for loss of interest that results from our error or delay regarding a payment order that you place, we will calculate your compensation by using the rate that is applicable to your Account for the time in question.
In no event will we be liable for any special, indirect, or consequential damages (even if we have been informed of the possibility of such damages), including, without limitation, loss of profits or revenue, except as may be required by applicable law.
Compliance With Rules and Laws
You agree to comply with applicable payment system rules, including the Operating Rules of the National Automated Clearing House Association (NACHA), the laws and regulations of the United States, and any other applicable law.
17. Receipt of Deposits and Transfers
If we receive a deposit or transfer to your Account on a day that is not a U.S. Business Day, we may not credit your Account until the next U.S. Business Day. Schwab assigns a hold on incoming foreign wires preventing them from being moved to another account of investment for two days and does not pay interest on the funds during the hold period. (See Float Disclosure for more information.)
You authorize Schwab to accept checks (with or without endorsement) for deposit into your Account that we receive from your advisor. Your advisor may forward the physical check to us or transmit images of the check and other data to us electronically. You acknowledge your responsibility for any check given to your advisor for deposit into your Account. You further acknowledge and agree as follows: We may prescribe limitations or refuse to accept checks for deposit when forwarded to us by your advisor. Schwab has no responsibility for your advisor's handling of checks, including but not limited to (i) the security or safekeeping of checks, (ii) your advisor's creation of electronic images of checks, (iii) the forwarding or transmission of checks or check images to us, and (iv) any ambiguity, inaccuracy or omission in any check-related information provided to us. We may process check images electronically or convert them into paper substitute checks based on the information your advisor provides. Your advisor's forwarding of checks (or check images) to Schwab are instructions of your advisor with respect to which you have agreed to indemnify and hold us harmless as provided in the Application Agreement for your Account. You will verify that deposits have been correctly posted to your Account and notify Schwab immediately of any discrepancy.
18. Multiple Signers
If we establish an Account for you which purports to require two or more signatures on any items drawn on the Account, you acknowledge that such provision is solely for your personal or internal control purposes and shall not be binding on us. We may pay out funds from your Account if the withdrawal instruction is signed by any one of the persons authorized to sign on the Account. We have no liability to you if we do so.
1. Provision of Services
To open a Schwab Global Account™, you must have a Schwab One® Account previously opened or you must submit an application to open a new Schwab One® Account with your completed Schwab Global Account™ Application.
If you have an existing Schwab One® Account open prior to submitting the Schwab Global Account™ Application, you must identify the Schwab One® Account that you wish to associate with the Schwab Global Account™. We will then confirm the status of the Schwab One® Account and open the Schwab Global Account™. All information applicable to the associated Schwab One® Account must remain identical to the information related to the Schwab Global Account™ as described in the Schwab Global Account™ Agreement.
If you are opening a new Schwab One® Account with your Schwab Global Account™, we will approve your Schwab One® Account Application, subject it to a credit verification, and open the Schwab One® Account. We will then verify that the information provided on the Schwab Global Account™ Application is the same as that provided on the Schwab One® Account Application, and we will open the Schwab Global Account™.
When we open a Schwab Global Account™ for you, we will act as your broker to purchase and sell securities for your Account and on your instructions. When transferring assets from another firm, be advised that we will not accept or honor any oral or written instructions from you to purchase or sell securities prior to our actual receipt of your assets and the completion of the transfer process. You may initiate orders relating to the transferred cash and/or securities only after the transfer process has been completed and the assets have been received by Schwab.
You acknowledge that global trading, including direct investments in foreign markets, involves investment risks, including foreign exchange risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar); increased volatility as compared to the U.S. markets; political, economic, and social events that may influence foreign markets or affect the prices of foreign securities; lack of liquidity (foreign markets may have lower trading volumes and fewer listed companies, shorter trading hours, and restrictions on the types of securities that foreign investors may buy and sell); less access to information about foreign companies; and potentially adverse tax consequences. Emerging markets, in particular, can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile.
2. Commissions and Fees
You agree to pay our commissions and transaction, processing, and other fees as they exist from time to time and apply to your transactions and services you receive. Schwab's failure to deduct fees from your Account at the time you incur those fees does not waive Schwab's right to deduct those fees from your Account at a later time. Schwab may accept custody of certain assets not normally available through Schwab; we will charge fees for this service. You agree to pay all applicable state and local excise taxes.
Schwab does not charge transaction fees on purchases and redemptions of shares of certain registered investment companies or commissions on certain exchange-traded products that participate in certain Schwab programs and services. Schwab is able to effect these transactions without charging a transaction fee/commission because we receive remuneration from the registered investment company, exchange-traded product, and/or their affiliate for services rendered by Schwab in connection with these shares.
Additional information about Schwab's financial relationships with mutual funds and exchange-traded products is available on Schwab.com. Further information will be furnished upon request.
Schwab may charge transaction fees under certain circumstances for which the customer has been or will be notified, including, but not limited to, Schwab's short-term redemption policy, as in effect from time to time.
3. Rules and Regulations
Your Schwab Global Account™ and any transactions you make are subject to our house trading rules and policies and the following rules, regulations, and policies, all as modified or amended from time to time:
- Applicable rules, regulations, customs, and usage of any exchange, market, clearinghouse, or self-regulatory organization; and
- Applicable international, federal, and state laws, rules, regulations, and treaties.
You will be able to transact in the U.S. over the counter, and on the foreign exchanges. A listing of the available exchanges is available online at www.schwab.com, or by calling a Schwab representative at 1-800-992-4685. Available foreign exchanges for the Schwab Global Account™ may change from time to time, solely at Schwab's discretion.
You are responsible for understanding and complying with all rules of these exchanges that may apply to you from time to time.
4. Use of Account
You may not use your Account or any account-related service to process gambling transactions or to conduct any other activity that would violate applicable law. If we are uncertain regarding the legality of any transaction, we may refuse the transaction or freeze the amount in question while we investigate the matter.
5. Payment, Equity Deposit, Settlement, and Liquidation
You agree to pay for all transactions you make and all authorized transactions in your Account.
Unless you make other arrangements with Schwab, we will use available funds held in the appropriate currency in your Schwab Global Account™ to settle a transaction. If there are no funds in the required currency in the Schwab Global Account™ when you place a trade, we will not accept the trade instructions. We will require either payment in full, or that you initiate a foreign currency exchange before we accept your order. When you sell "long" securities, you must own the securities when you place the order. You also agree to make good delivery of the securities you are selling by settlement day. If you do not make good delivery of your securities when making a sale, or if you do not tender the total purchase price when making a purchase, we may take appropriate steps to complete, cancel, or liquidate the transaction. This may include purchasing or borrowing the securities necessary to make the delivery. Failure to make good delivery includes the deposit of securities by you which are later found to be restricted, canceled, reported lost or stolen, escheated, or otherwise not freely transferable.
You are responsible for all debits, costs, commissions, and losses arising from any actions we must take to liquidate or close transactions in your Schwab Global Account™, or from your failure to make timely good delivery of securities. If you know or suspect that you have received an overpayment of funds or securities, or if you know or suspect that Schwab has not yet collected from your Account a fee you have incurred, you agree to notify Schwab, in writing, as soon as you learn of the overpayment or uncollected fee. You further agree not to remove the overpayment of funds or securities or the uncollected fee from the Account, or to return the entire overpayment or uncollected fee to Schwab if it has already been removed from your Account. You agree that you are required to return the full amount of the overpayment or uncollected fee to Schwab, notwithstanding any oral representations made by any Schwab representative to the contrary. If you fail to do so, you will become liable to Schwab not only for the amount of the overpayment or uncollected fee, but also for the interest and expenses associated with its recovery.
We may transfer Securities and Other Property from any non-retirement brokerage account in which you have an interest to any other non-retirement brokerage account in which you have an interest, regardless of whether there are other account holders on either account, in order to satisfy deficiencies in any such account or if we think your obligations in any such account are not adequately secured. For our protection against credit risks and other conditions, we may, without prior notice, decline, cancel, or reverse your orders or instructions, or we may place trading, disbursement, and other restrictions on your Account.
You are responsible for payment of all fees charged to your Account from time to time. You agree that Schwab may liquidate securities held in your Account to cover such fees or other indebtedness in the event that there are no available funds in your Account. You further agree to be responsible for all costs and commissions related to such liquidations. In addition, you agree that Schwab shall be entitled to apply any dividends, capital gains payments, interest payments, or other incoming funds, such as funds that would otherwise be invested through the Automatic Investment Plan or dividend reinvestment, to cover fees or other indebtedness to Schwab.
6. Global Trading—Equities
Cross-border settlement involves the interaction of different settlement systems and differing (and potentially inconsistent) laws in each of the affected countries.
Foreign Securities Traded in the United States or Traded in Foreign Markets Using U.S. Symbology
You acknowledge that a limited number of foreign securities may be available over the counter in the U.S. when the local markets are closed and the U.S. markets are open. The same securities may be traded directly in foreign markets when local markets are open. You may transact in these securities on both the U.S. over-the-counter market and on the foreign market. You may receive different prices depending on the market you choose and there may be significantly different transaction costs. In addition, there may be significant tax consequences to you depending on the market in which you trade. Please consult a tax advisor for more information prior to placing trades in your Schwab Global Account™.
Trading Days and Hours
Differences in trading days and hours can create delays in settlement and can potentially complicate trade clearance and settlement. It is important to remember that foreign markets may be open at different times and on different days than U.S. markets. On some U.S. holidays, foreign markets will be open, and some foreign markets will be closed for holidays when U.S. markets are open. Prior to placing trades in your Schwab Global Account™, it is important for you to review the complete list of operating hours for available foreign markets and exchanges online at www.schwab.com, or by calling a Schwab representative at 1-800-992-4685.
Limited Recourse Under Local Law
A U.S. investor may not be able to sue a foreign issuer or enforce a judgment in U.S. courts. The only available remedy may be the legal remedies that are available under foreign law, and those remedies may be limited.
7. Foreign Currency
When you place a trade for execution on a foreign exchange, you must have sufficient foreign currency in your Account to settle the trade. If you place a foreign currency exchange immediately prior to placing the foreign security trade, the currency exchange will settle prior to the settlement of the trade. Foreign currency trades have different settlement dates depending on the specific currencies that are traded. For more information on foreign currency settlement, please contact Schwab at 1-800-992-4685.
There may be fluctuations in the currency exchange rate and the market value of the security, resulting in a positive or negative currency balance following trade settlement. It is your responsibility to ensure that there is adequate foreign currency in your Schwab Global Account™ to settle each trade.
The Securities Investor Protection Corporation (SIPC) does not cover foreign currencies. You will not earn interest on cash balances held in your Account.
You understand and accept any and all risk of foreign currency fluctuations with transactions that will affect the balances in your Schwab Global Account™. You also assume risk of currency fluctuation and loss on any items returned to Schwab and further agree to reimburse Schwab for any deficiency, loss, or expense incurred on your behalf. You agree that Schwab shall not be liable for any expense, claim, loss, or damage suffered by you or any third person in connection with the above-mentioned currency transactions. You authorize Schwab to charge your Accounts for any fees incurred by Schwab in arranging non-U.S.-dollar outgoing or incoming wires or payments of any kind to you, as well as any fee imposed by banks. You also authorize Schwab to charge your Account for any and all expenses, fees, charges, or penalties incurred by Schwab as a result of your returned items. In the event that the amounts in your Account are inadequate to cover these expenses, you agree that any remainder owed to Schwab is immediately due and payable. Finally, you agree to indemnify and hold harmless Schwab from any expense, claim, loss, or damage suffered by you or a third party relating to those areas of liability expressly disclaimed or restricted above.
8. Foreign Currency Exchange Risk Disclosure
This brief statement cannot disclose all risks associated with trading in foreign currency. When considering whether to trade or authorize someone else to trade foreign currency for you, you should be aware of the following:
- The risk of loss in trading foreign currency can be substantial. You should carefully consider whether such trading is suitable for you in light of your financial condition, risk tolerance, and understanding of foreign markets.
- To the extent that you hold all or a portion of your cash assets in a currency other than your local currency, you may suffer currency losses from unfavorable exchange rate movements that reduce the value of your cash assets as measured against your local currency. These potential losses could leave you without sufficient cash to pay planned expenses or other liabilities.
- Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when a currency is deregulated or fixed trading bands are widened. Exchange practices, including currency controls, may change from time to time without notice to you. It is important that you understand the practices in the foreign markets in which you trade. Schwab will not advise you of changes in foreign markets and may alter or eliminate services offered from time to time.
- Currency prices are highly volatile. Price movements for currencies are influenced by many factors including: changing trade, fiscal, and monetary exchange control programs and policies of governments; United States and foreign political and economic events and policies; changes in national and international interest rates and inflation; currency devaluation; political or social unrest and war; and sentiment of the market place. You may incur significant losses from such events.
- To the extent that you hold a foreign currency in your Schwab Global Account™ that is paying a negative interest rate, Schwab may be charged interest to hold that currency. If that occurs, Schwab reserves the right to charge your account, with no additional markup, the amount of interest charged to Schwab.
9. Schwab Global Account™—Acknowledgment of Obligations and Risks of Investing in Global Securities Traded on Foreign Exchanges
Investing in securities traded on foreign exchanges entails a higher level of risk than investing in domestic securities or on U.S. exchanges. The following information does not disclose all of the risks associated with trading global securities, but it does cover some things you should consider prior to investing in, or authorizing someone else to invest in, global securities in your Schwab Global Account™. By applying for a Schwab Global Account™ and prior to entering any trades in your Schwab Global Account™, you represent that you understand these risks and potential tax consequences and have determined that this form of investing is suitable for you, considering your financial situation and investment objectives. You also acknowledge and agree that:
- You are aware of and understand the obligations and risks set forth below;
- You, and not Schwab, are solely responsible for complying with, and will comply with, all applicable laws and regulations, including, but not limited to, those set herein;
- You will obtain your own independent legal advice with respect to any obligations or risks set forth below before acquiring shares in any foreign listed company through your Schwab Global Account™;
- You agree to deliver, at Schwab's request and in Schwab's sole discretion, any information about your activities in your Schwab Global Account™ or about foreign listed securities held by you, your immediate family members or entities controlled by you, whether held at Schwab or elsewhere, as required to comply with applicable law or regulation or with a request by a foreign regulatory authority.
- Schwab does not provide legal, tax or discretionary investment advice with respect to your Schwab Global Account™ or any assets held in your Schwab Global Account™;
- You will indemnify and hold Schwab harmless from any violation or breach of any foreign law or regulation as a result of or in connection with your Schwab Global Account™.
Foreign Disclosure Requirements
Foreign stock exchanges and regulatory authorities require that you report, and in some cases seek preapproval for, acquiring ownership in foreign listed securities above certain thresholds or in certain industries. It is solely your responsibility to ensure that you will, at all times, comply with all applicable laws, obligations and restrictions in each of the jurisdictions in which you purchase and sell securities. Prior to placing any trades in your Schwab Global Account™, you agree that you are aware of and understand the legal implications of purchasing or selling securities in any foreign country and the potential disclosure requirements therein, and that you have obtained your own legal and tax advice.
Political, Regulatory, and Social Risks
Foreign governments can be less stable than the government of the United States; this can pose a risk to your investment. Foreign governments can also be more restrictive when it comes to a company's business operations and ability to earn profits. A country's financial policies may negatively impact the prospect for growth. A country with significant outstanding debt may raise taxes and reduce spending, which could affect corporate profits. Social events or civil unrest can also pose the risk that prices of securities might fall. As a result, it is important to research the country, and the company, as you make investment decisions. Certain foreign exchanges do not maintain the same level of regulatory oversight that U.S. markets are subject to. Settlement periods and standards may vary by exchange.
Trading Restrictions and Market Operations
Foreign stock markets often operate differently from U.S. markets. For example, there may be different periods for clearance and settlement of securities transactions, and investments in foreign securities may be subject to trading restrictions and fees not usually encountered in the United States. Governments, foreign stock exchanges, markets and/or individual securities may impose specific restrictions that prohibit or limit trading by individuals or entities. There may be no centralized trading or settlement. There may be variances in quoting conventions. Transaction costs may vary or may be unclear. Certain markets may impose restrictions regarding repatriation of monies or limit certain investment activities. You understand that Schwab is not responsible for notifying you of each country's specific requirements and that Schwab may limit, modify or reject your activity based upon such requirements. You understand that you should conduct appropriate due diligence to learn any specific limitations and obligations applicable to you in any country in which you intend to trade.
Quality of Information
The ability to find timely and accurate information may be more difficult in international investing. The differences in accounting standards can make comparisons to U.S. companies challenging. For example, the International Accounting Standards used by most foreign companies can differ substantially from the Generally Accepted Accounting Principles (GAAP) that govern financial reporting by U.S. companies.
There is a possibility that the currency of your investment will fall relative to the U.S. dollar; this will lower the return once it is translated back into dollars.
Some international markets can be less liquid, and hence more volatile. This can result in rapid price swings and the potential that securities will not be able to be purchased or sold.
Tax Reporting and Other Potential Tax-Related Consequences
Investing in global securities traded on foreign exchanges may result in tax liability or tax reporting obligations, both to U.S. and foreign taxing authorities, that may not occur when investing in U.S. markets. You may be eligible for reduced tax rates in certain foreign jurisdictions, but it is solely your responsibility, and not Schwab's, to comply with all requirements and prerequisites for obtaining such reduced rates and seeking refunds of amounts already paid or withheld. You alone are responsible for the taxes resulting from your trades, including any tax liability arising as a result of foreign legal obligations. Schwab's ability to aid you in achieving the most favorable tax treatment will vary by jurisdiction. Operational limitations in your Schwab Global Account™ may prevent you from obtaining the benefit of such reduced tax rates in some jurisdictions. Schwab does not provide tax advice. Please consult with your tax advisor prior to placing trades in your Schwab Global Account™.
10. Payment of Indebtedness
You agree to make payment of any indebtedness related to your Schwab Global Account™, including, but not limited to, any such indebtedness that results from instructions provided to Schwab by you, your agent, or any attorney-in-fact under a Power of Attorney or Investment Advisor authorized to make transactions in your Schwab Global Account™. We may elect anytime, with or without notice, to make any debit balance or other obligation related to your Account immediately due and payable. We may report any past-due account to a consumer and/or securities credit reporting agency. We may also refer your Account to a collection agency.
11. Security for Indebtedness
Note: This section does not apply to any tax-qualified accounts subject to the prohibited transaction rules of the Internal Revenue Code or ERISA, or any indebtedness arising therefrom.
As security for the repayment of all present or future indebtedness owed to us by any account holder under the Schwab Global Account™ Agreement or otherwise, each account holder grants to us a continuing security interest in and lien on, and a right of setoff with respect to, all Securities and Other Property that are, now or in the future, held, carried, or maintained for any purpose in or through the Schwab Global Account™, and, to the extent of such account holder's interest in or through, any present or future account with us in which the account holder has an interest.
If you owe money to Schwab as the result of activity in your Schwab Global Account™ and there are assets available in any other account that you hold at Schwab which could fully or partially satisfy the debt, you agree that upon Schwab's written demand, you will execute all documents necessary to effect a distribution from your account and agree to pay or cause such funds to be paid immediately to Schwab in order to satisfy your indebtedness to Schwab.
12. Corporate Actions
The securities in your account may be subject to mandatory and voluntary corporate actions. A mandatory corporate action affects all holders, and no decision is required from you. A voluntary corporate action will require a decision from you on whether and how you want to participate. A voluntary corporate action may impart valuable rights to you that expire unless you take action. You agree that you are responsible for knowing the rights and terms of all securities in your account and that you are responsible for making election decisions in corporate actions.
Schwab is not obligated to notify you of any upcoming expiration or redemption dates or to take any other action on your behalf without specific instructions from you. If, however, a voluntary corporate action is about to expire, become worthless, or be redeemed for significantly less than its fair market value, and you have not provided instructions to Schwab, we may, at our discretion, take action on your behalf and your account will be credited with any proceeds. Schwab is not obligated to take any action on your behalf, and you agree that Schwab is not liable for any losses associated with the expiration of rights arising out of or relating to your failure to act or to give instructions to Schwab to act on your behalf.
When you inform Schwab of your election in a corporate action, Schwab will ensure that your account is credited with your election when the corporate action is concluded, assuming all conditions of the offer have been met and elections have been accepted by the offeror. You agree and understand that Schwab may lend, or have already lent, the security subject to the corporate action; however, this will not affect the fact that your account will be credited with your election when the corporate action has concluded.
Whenever it is necessary for our protection or to satisfy a debit or other obligation owed us, we may (but are not required to) sell, assign, and deliver all or any part of the Securities and Other Property securing your obligations, or close any or all transactions in your Schwab Global Account™. It is our policy to attempt to contact you, when practicable, before taking any action described in this section; however, we reserve the right to take any such action without prior notice or demand for additional collateral and free of any right of redemption. Any prior demand, call, or notice will not be considered a waiver of our right to sell or buy without demand, call, or notice. We may choose which Securities or Other Property to buy or sell, which transactions to close, and the sequence and timing of liquidation. We may take such actions on whatever exchange or market and in whatever manner (including public auction or private sale) that we choose in the exercise of our business judgment. You agree not to hold us liable for the choice of which Securities or Other Property to buy or sell or of which transactions to close or for timing or manner of liquidation.
You agree not to hold us liable for taking such action. We may transfer Securities and Other Property from any non-retirement brokerage account in which you have an interest to any other non-retirement brokerage account in which you have an interest regardless of whether there are other account holders on either account, if we determine that your obligations are not adequately secured or to satisfy a margin deficiency or other obligation. You agree to pay on demand any account deficiencies after liquidation, whether liquidation is complete or partial.
We are entitled to exercise the rights described in this section at our sole discretion, including whenever any of the following occurs:
- Sufficient funds or securities are not deposited to pay for transactions in the Account;
- A petition for bankruptcy or for the appointment of a receiver is filed by or against you;
- An attachment is levied against any of your brokerage accounts with us;
- You die or become incapacitated or incompetent; or
- Your Schwab Global Account™ is closed.
If a check or other item you remit to us is returned unpaid, we will charge a fee to your Schwab Global Account™. For our protection, we may restrict your ability to draw on funds represented by a check or to apply such funds to settle a securities transaction, as provided in Section 7 of the Schwab Global Services portion of this publication.
15. Your Responsibility Concerning the Buy, Sale, Transfer or Deposit of Control, Restricted, or Unregistered Securities
Before instructing us to buy/sell/transfer/deposit securities that are: (a) "restricted securities" or securities of an issuer of which you are an "affiliate" (as those terms are defined in Rule 144/144(b)1 under the Securities Act of 1933); (b) securities that are being bought/sold in reliance on Rule 701, Rule 144A, Regulation D, or Regulation S under said Act; or (c) securities of which you and the issuer or its underwriter have entered into an agreement restricting the transferability of such securities (penny stock/micro-cap securities that do not trade on a national securities exchange are required to go through the acceptance review process), you agree to tell us the status of your restricted/control/micro-cap securities, including any restrictions (including contractual lock-up or blackout restrictions) on your ability to buy/sell/transfer/deposit such securities, and to promptly furnish whatever information and documents we need to comply with our regulatory duties.
You acknowledge that furnishing the necessary information and documents to Schwab does not constitute an order to buy/sell your restricted/control securities, and that you must place a separate order to buy/sell by telephone or using the Electronic Services. You agree that you are responsible for all costs, including the cost to repurchase or resell stock, if you buy/sell/transfer/deposit stock that is later found to be restricted or non-transferable.
You further acknowledge that proceeds from the sale of your restricted/control securities may not be made available to you for withdrawal or trading purposes until Schwab receives what it, in its sole opinion, considers to be adequate verification that your restricted/control shares have been transferred or cleared for transfer. Because restricted/control securities transactions require special handling by both Schwab and third parties, processing your transaction may require several weeks, during which time the price of your securities may fluctuate. You agree not to hold Schwab responsible for market fluctuations that may occur to the market price or settlement of your securities while your transaction is processed. You further agree not to hold Schwab liable for delays in the buy/sale (or settlement of such buy/sale) of your restricted/control securities resulting from the failure of issuer's counsel to issue or approve any necessary legal opinion, the failure of the transfer agent to process your shares, or any other action or failure to act of a third party. You agree not to tender restricted/control securities as collateral for an obligation you owe us, unless you first obtain our prior written approval.
16. Your Responsibility for Understanding Terms of Securities
Certain securities may impart valuable rights that expire unless you take some action. For example:
- Warrants and stock purchase rights typically may be exercised only on or before a specified expiration date;
- Some convertible redeemable securities will be redeemed automatically unless you exercise your conversion rights before a specified redemption date;
- Some bonds may be redeemed, at the holder's option, only during specified periods; or
- Some securities may become the subject of tender or exchange offers, which are limited in time.
You are responsible for knowing the rights and terms of your securities, and for taking action to realize the value of your securities. However, if:
- Any such security is about to expire worthless; be redeemed, exchanged, converted, tendered, or exercised; or remain at a value significantly less than the value you would have received if you had given us specific instructions; and
- We have not received instructions from you;
We may, at our discretion, but are not obligated to, sell, redeem, exchange, tender, convert, or exercise the security for your Account. You will be charged a brokerage commission and/or fee for any such transaction.
Note: Although we may take the actions described above, we are not obligated to do so or to notify you of impending expiration or redemption dates. You agree not to hold Schwab liable for any decrease in the value of your securities or other losses resulting from your failure to give Schwab instructions on how to respond to a tender offer, exchange offer or other offer, or transaction.
17. Accuracy of Account Information
You represent and warrant that:
- You have attained the age of majority.
- You have supplied accurate information in your Schwab Global Account™ Application.
- No one except the account holders listed on the Schwab Global Account™ Application (and, if community property is held, the account holders' spouses) has an interest in the Schwab Global Account™.
In addition, you agree to notify us promptly in writing of any important change in the information you supply to us on the Schwab Global Account™ Application. In particular, you agree to notify us:
- If you are or become a director, 10% beneficial shareholder, policy-making officer, or otherwise an "affiliate" (as defined in Rule 144 under the Securities Act of 1933) of a publicly traded company; or
- If you are or become affiliated with or employed by a securities exchange, or a corporation controlled by a securities exchange or a member of a securities exchange or a securities association; or
- If there are significant changes to the net worth, income level, or employment status you listed on the Account Application.
You further agree that the Schwab Global Account™ information will at all times be identical to the information related to the associated Schwab One® Account.
18. Joint or Multiple-Party Accounts
If there is more than one account holder, each account holder is jointly and severally liable for obligations arising under the Schwab Global Account™ Agreement or relating to the Schwab Global Account™.
Each joint account holder has authority, acting individually and without notice to any other account holder, to deal with us as fully and completely as if the account holder is the sole account holder. We are authorized to follow the instructions of any joint account holder and to deliver funds, securities, or other assets in the Schwab Global Account™ to any joint account holder or upon any account holder's instructions. We are not responsible for determining the purpose or propriety of an instruction we receive from any account holder or for the disposition of payments or deliveries among joint account holders.
We reserve the right to require written instructions from all account holders, at our sole discretion. We reserve the right, but are not obligated, to place trading, disbursement and other restrictions on an account in the event we receive notice of a dispute among, or conflicting instructions from, joint account holders.
Any notice we send to one account holder will be notice to all account holders.
19. Account Conversion
If your Schwab Global Account™ is converted into another account at Schwab, whether by closing your Schwab Global Account™ and opening another account or otherwise, you agree to read and be bound by the terms of the applicable Account Agreement governing that other account as currently in effect at the time of conversion and as amended thereafter from time to time. You understand that account terms for such other account at Schwab, including account fees, other fees and charges, money market sweep features, interest rates, and returns on cash may be different and either more or less beneficial than comparable terms for your Schwab Global Account™. If you do not receive or understand the Account Agreement governing the account into which your Schwab Global Account™ is converted, you agree to notify Schwab.
You may close your Schwab Global Account™ anytime by giving us notice. We may in our sole discretion close your Account or terminate any or all services rendered under the Schwab Global Account™ Agreement anytime and for any reason. Closing an account or terminating services will not affect your obligations incurred prior to closure or termination, including the obligation to pay any outstanding charges. The balance of your Account, minus the amount of any outstanding charges, may be picked up at your local Schwab office or mailed to you (securities will be mailed). Funds held to cover outstanding transactions, minus any debits resulting from such transactions, will be mailed to you 10 Business Days after your Account is closed.
21. Approval of Application, Credit Verification, and Account Information
By submitting an account application, you authorize us to:
- Verify your identity, creditworthiness, and other information (and your spouse's if you live in a community property state). To obtain verification, we may contact your employer (and your spouse's, if applicable), obtain consumer and credit reports, and make other inquiries, but we are not obligated to do so.
- Provide information about you and your Account to consumer and credit reporting agencies and collection agencies.
- Send text messages and make telephone calls, including telephone calls made using an automatic telephone dialing system and/or an artificial or prerecorded voice from Schwab relating to your Account, on any telephone number that you have provided to Schwab, either on your account application or otherwise.
You further authorize Schwab to obtain copies of your consumer and credit reports at its discretion, at any time, for reasons including, but not limited to, the following:
- To collect a debit balance in your Account;
- To investigate, detect, and prevent fraud involving you or your Account;
- To help us evaluate whether to grant, extend, or modify the terms and conditions of any credit you have applied for or received; or
- If a deposit of funds or securities to your Account is returned.
We may deny your application to open an account or may decline to offer you certain services available under the Account Agreement in our sole discretion for any reason. If the information provided on your Schwab Global Account™ Application is not identical to the information provided on your associated Schwab One® Account Application or the information related to your associated Schwab One® Account, your Schwab Global Account™ will not be opened. If, for any reason, the information related to the Schwab Global Account™ and the associated Schwab One® Account become different, we reserve the right to place restrictions on the Schwab Global Account™ or to close the Account in our sole discretion.
22. Governing Law
This Agreement, and all future agreements you shall enter into with Schwab, unless otherwise indicated on such other agreements, shall be governed by the law (but not the choice of law doctrines) of the state of California. This is the case regardless of whether you reside or transact business with Schwab in California or elsewhere, except that the section entitled "Arbitration" shall be governed by the Federal Arbitration Act.
We may assign our rights and obligations under the Account Agreement to any subsidiary, affiliate, or successor by merger or consolidation without notice to you, or to any other entity after 30 days' written notice to you. The Schwab Global Account™ Agreement is binding upon your and our heirs, executors, administrators, successors, and assigns, and it will benefit your and our successors and assigns, if any.
Required Arbitration Disclosures. Regulatory authorities require that any brokerage agreement containing a predispute arbitration agreement must disclose that this agreement contains a predispute arbitration clause. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:
- All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
- Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
- The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
- The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
- The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
- the class certification is denied;
- the class is decertified; or
- the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
Arbitration Agreement. Any controversy or claim arising out of or relating to (i) this Agreement, any other agreement with Schwab, an instruction or authorization provided to Schwab or the breach of any such agreements, instructions, or authorizations; (ii) the Account, any other Schwab account or Services; (iii) transactions in the Account or any other Schwab account; (iv) or in any way arising from the relationship with Schwab, its parent, subsidiaries, affiliates, officers, directors, employees, agents or service providers ("Related Third Parties"), including any controversy over the arbitrability of a dispute, will be settled by arbitration.
This arbitration agreement will be binding upon and inure to the benefit of the parties hereto and their respective representatives, attorneys-in-fact, heirs, successors, assigns and any other persons having or claiming to have a legal or beneficial interest in the Account, including court-appointed trustees and receivers. This arbitration agreement will also inure to the benefit of third-party service providers that assist Schwab in providing Services ("Third-Party Service Providers") and such Third-Party Service Providers are deemed to be third-party beneficiaries of this arbitration agreement.
The parties agree that this arbitration agreement will apply even if the application to open the Account is denied and will survive the closure of your Account and/or the termination of services rendered under this Agreement.
Such arbitration will be conducted by, and according to the securities arbitration rules and regulations then in effect of, the Financial Industry Regulatory Authority (FINRA) or any national securities exchange that provides a forum for the arbitration of disputes, provided that Schwab is a member of such national securities exchange at the time the arbitration is initiated. Any party may initiate arbitration by filing a written claim with FINRA or such eligible national securities exchange. If arbitration before FINRA or an eligible national securities exchange is unavailable or impossible for any reason, then such arbitration will be conducted by, and according to the rules and regulations then in effect of, the American Arbitration Association (AAA). If arbitration before the AAA is unavailable or impossible for any reason, the parties agree to have a court of competent jurisdiction appoint three (3) arbitrators to resolve any and all disputes or controversies between or among the parties. Each party shall bear its own initial arbitration costs, which are determined by the rules and regulations of the arbitration forum. In the event of financial hardship, the arbitration forum may waive certain costs in accordance with such rules. At the conclusion of the hearing, the arbitrators will decide how to assess the costs of the arbitration among the parties.
Any award the arbitrator makes shall be final and binding, and judgment on it may be entered in any court having jurisdiction. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award.
For FINRA arbitrations, FINRA will appoint a single public arbitrator in customer cases decided by one arbitrator. In customer cases decided by three arbitrators, investors have the option of choosing an arbitration panel with two public arbitrators and one non-public arbitrator (Majority-Public Panel Rule) or a panel of all public arbitrators (Optional All-Public Panel Rule). If the customer declines to elect a panel selection method in writing by the applicable deadline, the Majority-Public Panel Rule for selecting arbitrators will apply.
All notices from one party to the other involving arbitration shall be considered to have been fully given when so served, mailed by first-class, certified or registered mail, or otherwise given by other commercially accepted medium of written notification.
In addition to the above provisions, if a party to this Agreement is or becomes a non-U.S. resident at the time of any controversy subject to this arbitration agreement, such party acknowledges and agrees to the following additional provisions:
- The rules of the organization administering the arbitration specifically provide for the formal designation of the place at which the arbitration is to be held.
- Entering into this Agreement constitutes consent to submit to the personal jurisdiction of the courts of the state of California, U.S.A., to interpret or enforce any or all of these arbitration provisions. Judgment on any arbitration award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be.
- The exclusive language to be used by the parties and the arbitrators in the arbitration proceedings shall be English. Any party wishing an interpreter shall make all arrangements directly with the interpreter and shall assume all costs of the service.
- If a party is a foreign government or state, state-owned or state-operated enterprise or other instrumentality of a foreign government or state, such party waives all rights of sovereign immunity and neither the Federal Act of State doctrine nor the doctrine of sovereign immunity shall apply insofar as any enforcement in courts located in the U.S.A. is concerned.
25. Losses Due to Extraordinary Events
We are not responsible and you agree not to hold us liable for losses caused directly or indirectly by conditions beyond our control, including, but not limited to: war, natural disasters, government restrictions, exchange or market rulings, strikes, political unrest, interruptions of communications or data processing services, news or analysts' reports, market volatility, or disruptions in orderly trading on any exchange or market.
26. Phone Channel Access
During non-business hours or during periods of peak demand, market volatility, systems upgrades or maintenance, or for other reasons, access to a Schwab representative via the phone channel may be limited or unavailable. Some clients may have their calls routed to automated telephone channels or informational messages. Schwab may assign calling teams and specific phone numbers to support certain client groups based on certain factors, which may include asset levels and trading history. These client groups may be given preference in reaching a Schwab representative. Failure to provide us with a valid account number could also limit your access to a Schwab representative.
27. Provision of Market Data
We may convey to you by telephone, electronic or other means the last sale transaction data, bid and asked quotations, news reports, analysts' reports or research, and other information relating to securities and the securities markets (collectively referred to in this section as "market data"). We may charge a fee for providing this market data. We obtain market data from securities exchanges and markets and from parties that transmit market data (collectively referred to in this section as "the market data providers"). All market data is protected by copyright laws. We provide market data for your personal non-commercial use; you may not sell, market, or distribute it in any way, unless you have entered into written agreements with the appropriate market data providers. We receive the market data from industry sources that are believed to be reliable. However, the accuracy, completeness, timeliness, or correct sequencing of the market data cannot be guaranteed either by us or by the market data providers. Neither we nor the market data providers will be liable for interruptions in the availability of market data or your access to market data.
The market data is provided "as is" and on an "as available" basis. There is no warranty of any kind, express or implied, regarding the market data. We are not responsible for, and you agree not to hold us liable for, lost profits, trading losses, or other damages resulting from inaccurate, defective, or unavailable market data. In any case, our liability arising from any legal claim (whether in contract, tort, or otherwise) relating to the market data will not exceed the amount you have paid for use of the services or market data. You agree that we may correct any execution reported to you that was based on inaccurate market data provided to us by an exchange or a market center.
28. Non-Publicly Traded Securities and Worthless or Non-Transferable Securities
You may not hold non-publicly traded, worthless, or non-transferable securities in your Schwab Global Account™. If any security in your Account is or becomes non-publicly traded, worthless, or non-transferable, you instruct and authorize Schwab to transfer the security to your associated Schwab One® Account and take any actions permitted under the Schwab One® Account Agreement as may be in effect from time to time. You agree that you are responsible for all fees and expenses related to transferring the securities to the associated Schwab One® Account and any fees that may be incurred in that Account related to the transferred securities. All securities held in the associated Schwab One® Account will be valued in U.S. dollars.
29. Order Entry Services
From time to time, we may make available services (referred to in this section as "the services") that allow you to place orders and obtain market data and other information via telephone, computer, or other electronic means. You agree to use the services to enter your orders if time is of the essence. You agree that, for any orders you send to us in writing, the timing of the order entry is not a priority for you and you understand that, although we will use our best efforts to enter that order in a timely manner, it may not be entered immediately at the time the written order is received. You further agree that we may determine, in our sole discretion, that a written order needs further clarification. You understand that such order may not be entered if we are unable to contact you to discuss the order. We encourage you to place all orders using the services. You agree that you are responsible for paying for all orders. Schwab may, in its sole discretion, remove particular securities from the list of securities that can be purchased using electronic services due to volatility or other market factors.
The services may require you to use a number or password to access your Schwab Global Account™. You are responsible for the confidentiality and use of your access number, password, and account number, and for all Securities and other transactions initiated through these means. Any orders communicated to us through these means will be considered to have been sent and authorized by you.
You also agree to notify us immediately if you:
- Become aware of any loss, theft, or unauthorized use of your access number, password, or account number; or any unauthorized use of the services or the market data.
- Fail to receive a message that an order you initiated through the services has been received or executed.
- Fail to receive an accurate written confirmation of an order or its execution.
- Receive confirmation of an order that you did not place.
You agree to pay all subscription, service, and use fees, if any, that we charge for the services. We may treat such fees as a debit to your Schwab Global Account™ and deduct the amount of these fees from any credit balance in your Account.
We will not be liable for lost profits, trading losses, or other damages resulting from the delay or loss of use of the services. In any case, our liability arising from any legal claim (whether in contract, tort, or otherwise) relating to the services will not exceed the amount you have paid for use of the services.
30. Investment Advice
You agree and acknowledge that:
- Unless we otherwise agree with you in writing, Schwab will act only as your broker-dealer and not as an investment advisor ("Investment Advisor"); and your Account will be a brokerage account and not an investment advisory account governed by the Investment Advisers Act of 1940;
- Unless we otherwise agree with you in writing, Schwab will not provide financial planning services to you or your Account, and any collection of your financial data by Schwab, or analysis or evaluation of such data by Schwab, will be in furtherance of our broker-dealer activities such as recommending investments for your Account and determining suitability, and not in connection with establishing or implementing a financial plan;
- You, or you and an Investment Advisor other than Schwab, if you have one, are responsible for determining the nature, potential value, and suitability for you of any particular investment strategy, transaction (including futures transactions), or security (including equities and options). Schwab has no responsibility for any such determination (1) unless we otherwise agree with you in writing, (2) unless required by applicable law, or (3) unless Schwab or a Schwab representative gives advice directly to you that is clearly identified as a Schwab recommendation for you to enter into a particular transaction or transactions or to buy or sell a particular security or securities;
- You agree that any such Schwab recommendation will remain in effect only for as long as we tell you that it will remain in effect at the time we make the recommendation;
- Unless we otherwise agree with you in writing, Schwab does not have any discretionary authority or obligation to review or make recommendations for the investment of securities or cash in your Account;
- You, or you and an Investment Advisor other than Schwab, if you have one, will rely on multiple sources of information in making investment decisions for your Account, and any information Schwab may provide will not serve as the sole basis for any investment decision you make or made on your behalf;
- You, or you and an Investment Advisor other than Schwab, if you have one, have an affirmative duty to monitor profits and losses in your Account and to modify your trading decisions accordingly;
- Schwab may make available, to you and your Account, enrollment in certain Schwab offerings which will be composed of specified investment advisory services for which you pay a quarterly asset-based fee, which will generally be charged based on the amount of certain assets in your Account, or, in the case of financial planning services, a one-time flat fee. Other fees and charges may also apply, as set forth in a separate agreement you will enter into and that will become part of this Account Agreement;
- While Schwab may make available its own proprietary research, or other information, this does not constitute an individualized recommendation that a security or transaction is appropriate for you or your Account. Additionally, while Schwab makes available research, analysis, news, and other information prepared by third parties, this also does not constitute an individualized recommendation by Schwab (or any third party) or a solicitation of any offer to buy or sell securities by Schwab (or any third party). Schwab does not create or prepare any of this third-party information, and it gives no assurances as to its accuracy, quality, or timeliness and does not warrant any results from use of any such information;
- Any research, analysis, news, or other information made available through electronic channels (e.g., the Schwab.com website or email alerts) does not constitute an individualized recommendation to you to buy or sell a particular security;
- Schwab does not give legal advice; and
- Schwab does not give tax or estate planning advice, but we may provide you with general tax and estate planning information and principles. You agree that these principles do not apply to your specific circumstances or take into account your comprehensive tax or estate planning situation. For that type of assistance, you agree to consult your own tax or legal advisor. You agree not to hold Schwab liable for any trading losses, lost profits, or other damages resulting from your use of any information Schwab may provide, whether it is prepared by Schwab or a third party.
31. Market and Limit Orders
When trading foreign currencies, you will only be permitted to place a market order. No limit orders are permitted on foreign currency trades.
When trading global equities in your Schwab Global Account™, you acknowledge a quote that you obtain at or prior to the time you place a market order is not a guarantee that all or part of your order will be executed at the quoted price. You acknowledge that when you place a market order, the price of the security may change between the time the order is placed and the time it is executed, and you agree not to hold Schwab liable for these price fluctuations. You agree to pay or receive the prevailing market price at the time your market order was executed, even if the execution price is significantly higher or lower than you anticipated at the time you placed the order.
You acknowledge the additional risk of price fluctuation resulting from placing a market order on a security trading on a non-U.S. exchange. In addition, if you place a market order when the trading exchanges or marketplaces are closed, or for a security that has not traded on the public market before, you acknowledge that the security may open for trading at a price substantially higher or lower than the previous closing price or the anticipated price. It is important to remember that foreign markets may be open at different times and on different days than U.S. markets. On some U.S. holidays, foreign markets will be open, and some foreign markets will be closed for holidays when U.S. markets are open. Prior to placing trades for global equities in your Schwab Global Account™, it is important for you to review the complete list of operating hours for available foreign markets and exchanges online at www.schwab.com, or by calling a Schwab representative at 1-800-992-4685.
The price quotes you receive when placing an order apply only to orders for a small number of shares. You acknowledge that the price you will pay or receive may vary substantially if your order is larger than the number of shares to which a price quote applies. Large market orders may be executed in multiple lots at different prices. If you enter a large marketable order at or near the market close or at or near a trading halt, you acknowledge that Schwab may not be able to fill all or part of that order prior to the market close and you agree that Schwab is not responsible for any alleged market losses associated with that order.
You should understand that you can limit the risk of price fluctuations by placing a limit order. However, if you place a limit order, you are less likely to get an execution. Schwab can provide no assurance that your limit order will be executed at any particular time, or at all. If you do not understand the purpose or effect of either market or limit orders, you agree to call a Schwab representative to assist you.
32. No Recommendation of Day Trading
Schwab does not promote directly or indirectly what is commonly referred to as "Day Trading." Schwab's services that provide the means to place trades electronically should not be construed as an endorsement or promotion of Day Trading. Day Trading can be very risky and is not appropriate for customers with limited resources, limited investment or trading experience, or a low risk tolerance.
33. Good-till-Canceled Orders and Day Orders
Good-till-canceled (GTC) equity orders will not be permitted in your Schwab Global Account™. All equity limit orders in your Schwab Global Account™ will be day-only trades, and the limit order will automatically be canceled at the applicable market close.
35. After-Hours Trading—Extended Hours Trading Session
Schwab will not provide After-Hours trading or Extended Hours trading sessions in the Schwab Global Account™.
36. Order Routing and Execution
In arranging for the execution of non-directed orders for equities and listed options, Schwab seeks out industry-leading execution services and access to the best-performing markets. Schwab routes orders for execution to unaffiliated broker-dealers, who may act as market maker or manage execution of the orders in other market venues, and also routes orders directly to major exchanges. Schwab considers a number of factors in evaluating execution quality among markets and firms, including execution price and opportunities for price improvement, market depth and order size, the trading characteristics of the security, speed and accuracy of executions, the availability of efficient and reliable order-handling systems, liquidity and automatic execution guarantees, the likelihood of execution when limit orders become marketable, and service levels and the cost of executing orders at a particular market or firm. Price improvement occurs when an order is executed at a price more favorable than the displayed national best bid or offer. Schwab regularly monitors the execution quality obtained to ensure orders are routed to market venues that have provided high-quality executions over time. Schwab receives remuneration, such as liquidity or order flow rebates, from market venues to which orders are routed, and also pays fees for execution of certain orders. Quarterly information regarding the market venues to which we route orders and remuneration received is available on our website at Schwab.com or in written form upon request. Information regarding the specific routing destination and execution time of your orders for up to a six-month period is also available upon request. Schwab may execute fixed income orders for customers as agent or as principal for our own account. In the bond market, there is no centralized exchange or quotation service for most fixed income products. Prices generally reflect activity by market participants or dealers linked to various trading systems. A small number of corporate bonds are listed on national exchanges. Although Schwab seeks access to major trading systems, exchanges, and dealer markets in an effort to obtain competitive pricing, at any given time it is possible that securities could be available through other trading systems, exchanges, or dealers at superior or inferior prices compared to those available at Schwab. All prices are subject to change without prior notice.
37. Order Change or Cancellation Requests
You acknowledge that it may not be possible to cancel a market or limit order once you have placed it, and you agree to exercise caution before placing all orders. Any attempt you make to cancel an order is simply a "request to cancel." Schwab processes your request to change or cancel an order on a best-efforts basis only and will not be liable to you if Schwab is unable to change or cancel your order. Market orders, in particular, are subject to immediate execution, and as a general rule cannot be canceled once trading begins. No change or cancellation of market orders will be accepted through the Electronic Services. Moreover, Schwab cannot guarantee that cancellation requests for any pending orders, placed shortly before trading begins, will be honored. You understand that Schwab's ability to process cancellation requests will be impacted by market conditions and trading volumes, both of which are out of Schwab's control. If you wish to try to change or cancel your market order, you agree to call a Schwab representative to assist you. Attempting to replace or change a market order through the Electronic Services can result in the execution of duplicate orders, which ultimately are your responsibility. If an order cannot be canceled or changed, you agree that you are bound by the results of the original order you placed.
We will direct written communications to the mailing address you provided on your Account Application, or as you otherwise specify. If you have opted into electronic delivery for certain Account-related materials, we will direct those communications to the email address you provided. We will presume that you are able to access the email address you provided. By providing us with your telephone number(s), you consent to receiving text messages and phone calls on those telephone number(s) made using an automatic telephone dialing system and/or an artificial or prerecorded voice from us relating to your Account. Any communication we direct to a physical address, email address, facsimile, telephone number, or otherwise is considered delivered to you personally, whether or not you actually receive it.
39. Trade Reports, Confirmations, Statements, and Other Account-Related Communications
Schwab will provide you with written confirmation of trades that are executed in your Schwab Global Account™ as required under SEC Rule 10(b)-10. You agree that Schwab is not legally obligated to provide you with any trade status report other than the written confirmation required by SEC rules and that any other trade status report is provided as a courtesy only. Schwab will not be liable for any losses, lost profits, or other damages that allegedly result from delays in or a failure to issue a trade status report. On account statements and trade confirmations, Schwab calculates the quantity, unit price, and market price out to four decimal places if necessary. For settlement purposes, Schwab will round either up or down to the nearest penny any amounts owed to or from Schwab.
You acknowledge that you have an affirmative duty to promptly review any and all trade confirmations and account statements for accuracy and completeness and to immediately notify us of any items you believe to be in error. You agree to waive any objections to the trades, positions, funds transfers, checks, disbursements, fees, and other information set forth on any confirmations and account statements unless you notify us of an unauthorized transaction or other error in writing within 10 days of mailing. You agree that we are not liable for any damages or market fluctuations resulting from an error you fail to timely report to us or to your delay in reporting an error to us.
Your Schwab Global Account™ is not eligible to receive combined or bundled communications from Schwab. You will receive separate account statements and other written communications relating to your Schwab Global Account™.
40. Consent to Electronic Delivery of Records and Regulatory Information
As a condition of your eligibility to receive certain Schwab products, services, or offers, or as a condition for you to set up access to your Account through the web or another Electronic Service, upon notice to you, Schwab may require that you accept delivery of trade confirmations, account statements, prospectuses, issuer information, or other documents by electronic means such as electronic mail or through one of our websites. You agree that, after such notice, your enrollment in or acceptance of such products, services, or offers, or your new access to the web or Electronic Services, constitutes your consent to electronic delivery of trade confirmations, account statements, prospectuses, issuer information, or other documents.
41. Monitoring Conversations
You, and any agent or representative acting on your behalf, agree that we may, but are not obligated to, record telephone calls or listen to conversations you have with any Schwab representative to monitor the quality of the service you receive and to verify securities transaction information to banks, mutual funds, and other entities regarding the products or services we offer or arrange on behalf of customers, or for other business reasons. You acknowledge that we may not be able to locate a tape recording unless you can provide the date and time of the conversation and the full name of the representative to whom you spoke. You further agree that Schwab has the sole right to determine how long tape recordings will be retained.
42. Trading or Disbursement Restrictions
You agree that we may place trading, disbursement, or other restrictions on your Account as Schwab deems necessary, including, but not limited to, the following circumstances: pursuant to a court order, tax levy, or garnishment; at the request of a government agency or law enforcement authority, and as permitted by applicable law; in the event that your Account is restricted (including, but not limited to, cash-up-front restriction because of trading or trader-related violations); or in the event of a dispute between joint tenants. You agree to abide by any such restriction and not to initiate trades or transactions which would violate the restriction. You agree to allow us to liquidate securities in your Account to satisfy any court order, garnishment, tax levy, or other legal obligation imposed by a court or government agency. You agree not to hold Schwab liable for any trading losses, lost profits, tax obligation, or other damages resulting from liquidations or trading or disbursement restrictions imposed on your Account in connection with a court order, tax levy, garnishment, or other legal proceeding. You agree we may debit your Account a processing fee of $35 for each garnishment, subpoena, court order, tax levy, or other legal process on your Account.
Schwab may limit or restrict your ability to transact in certain foreign markets or in certain currencies. Schwab may impose limits on the number or volume of shares of a particular issuer, sector, or market in your Schwab Global Account™ from time to time in its sole discretion. You are responsible for all reporting and filings that may be required in any foreign country or market related to your holdings or trading activity. Schwab will not perform any such reporting or filings on your behalf and will not notify you of any such obligations. Please consult appropriate professionals for guidance.
If any term of this Agreement is found to be invalid or unenforceable, all other provisions will remain in full force.
44. Entire Agreement, Amendment, and Waiver
The Schwab Global Account™ Agreement, including all disclosures, terms, and agreements incorporated by reference, each as amended from time to time, is the complete statement of your agreement with us. On prior or concurrent written notice to you, we may modify or rescind existing provisions or add new provisions. By not closing and/or continuing to use your Account, you confirm your agreement to abide by the Schwab Global Account™ Agreement, as amended from time to time. Amendments will not affect rights or obligations either of us incurs before the effective date of the amendment. No prior conduct, past practice, or oral statement by any Schwab employee or agent can amend or modify this written Agreement.
Notwithstanding the foregoing, with respect to any Account subject to the terms of this Agreement that is a retirement plan or retirement plan brokerage Account (including a Company Retirement Account ["CRA"] or Personal Choice Retirement Account® ["PCRA"]), Schwab may provide you (including independent Plan Trustees, Plan Sponsors, and/or other applicable plan fiduciaries or their agents) with notice of matters impacting your Account, which notice will include your direction, instruction, and authorization with respect to the action to be taken (or not to be taken, as applicable) with respect to the particular matter related to your Account. We will give you as much advance notice of the action to be taken (or not to be taken, as applicable) as is practicable under the circumstances. You will be deemed to have directed, instructed, and authorized us to take such action (or to not take such action, as applicable) if you fail to provide us with written communication to the contrary within the time period set forth in our notice to you. Your provision of such written communication to us may result in termination of your Account, without penalty imposed by Schwab.
Waivers of rights under the Schwab Global Account™ Agreement must be expressed in writing and signed by the party waiving the rights. A waiver will apply only to the particular circumstance giving rise to the waiver and will not be considered a continuing waiver in other similar circumstances, unless the intention to grant a continuing waiver is expressed in writing. Our failure to insist on strict compliance with the Schwab Global Account™ Agreement or any other course of conduct on our part is not considered a waiver of our rights under the Schwab Global Account™ Agreement.
45. Disclosure of Account Information
We may disclose your name and/or information about your Account or your transactions to our agents and affiliates. We may also disclose such information to third parties in certain circumstances, including:
- To banks, mutual funds, and other entities that are involved with the products or services we offer or arrange on behalf of our customers;
- When it is requested by a third party to complete a transaction;
- To verify the existence or condition of your Account for a credit bureau or merchant;
- To comply with a subpoena, court order, or request from a government agency or law enforcement authority;
- To evaluate your creditworthiness or the collectibility of any debt you owe us;
- Pursuant to Rule 14b-1 under the Securities and Exchange Act of 1934, to companies in which you hold securities, unless we receive your written objection; or
- If you give us your permission.
46. Trusted Contact Person and Temporary Holds on Your Account
A Trusted Contact Person ("TCP") is someone at least 18 years of age you tell us we can contact if we suspect you may be subject to financial exploitation or if we have questions about your mental or physical well-being. For example, many people in their advancing years may demonstrate declining cognitive ability. The TCP may be able to help you and Schwab in such circumstances. Designating one or more TCPs is solely your decision and is optional.
By electing a TCP, you understand that you have authorized Schwab to contact the TCP at our discretion and to disclose any information about your account to help us address the situations noted above. This includes disclosing information about your account to address possible financial exploitation, confirming the specifics of your current contact information, your mental and physical health status, or the identity of any legal guardian, executor, trustee, or holder of a power of attorney on your account(s); or as otherwise permitted by industry regulations or state law.
If the account is an incorporated organization account, each authorized agent on your account is a TCP. This means that you have authorized Schwab to contact the TCP at our discretion and to disclose any information to address possible financial exploitation, to confirm the specifics of your current contact information, health status, or the identity of any legal guardian, executor, trustee or holder of a power of attorney, or as otherwise permitted by industry regulations or state law.
If you have an advisor on your account (independent or affiliated with Schwab), you understand that you are authorizing both Schwab and your advisor to contact the TCP and we may share TCP information with each other and may coordinate on any conversations with a TCP and on any follow-up actions. You agree that Schwab will not be responsible for, and cannot monitor, your advisor's use of the TCP information.
Your TCP will be the same for all your accounts (except for incorporated organization accounts), so if you provide or update your TCP for one account, it will apply to all of your accounts (except for incorporated organization accounts). You may change or remove your TCP at any time by contacting Schwab by phone, in writing, or through our website in the manner we designate. If your account has multiple owners, each account holder has the option to elect their own TCP(s). In other words, if this is a joint account, your TCP will not necessarily apply to your joint account holder. A TCP is a source of information for Schwab and is not a power of attorney. A TCP is not authorized to make investment decisions or withdraw funds from your account.
You authorize us to place a temporary hold on disbursements of funds or securities from your account or, in some cases, a temporary hold on transactions if Schwab reasonably believes financial exploitation has been attempted or has occurred in your account or in other circumstances we believe are necessary for your protection. You also acknowledge that we may report any reasonable belief of financial exploitation, or in other circumstances we believe are necessary for your protection, to the applicable state securities administrator, to a state adult protective services agency, or to law enforcement agencies.
Providing Schwab with a TCP does not ensure that financial exploitation will not be attempted or occur. You agree to indemnify and hold harmless Schwab, its affiliates, and their directors, officers, employees, and agents from and against all claims, actions, costs, and liabilities, including attorney's fees, arising out of or relating to: Schwab contacting your TCP; Schwab putting a temporary hold on disbursements of funds and/or securities from your account; and Schwab not contacting your TCP or placing temporary holds on disbursements of funds and/or securities from your account.
47. SIPC Protection
The Securities Investor Protection Corporation (SIPC) provides up to $500,000 of protection in accounts you hold in a separate account capacity (for instance, as custodian, joint tenant, or sole owner), with a limit of $250,000 for claims in cash balances held in accounts in the United States. Assets held in your Schwab Global Account™ may be held outside the United States. Outside the United States, your securities may be protected by SIPC, but cash balances are not covered. For further details, please see http://www.sipc.org/. This protection does not cover fluctuation in the market value of your securities. Account protection is not provided for the accounts of banks or broker-dealers maintained for their own account. To obtain information about SIPC, including an explanatory SIPC brochure, please contact SIPC at http://www.sipc.org/ or 1-202-371-8300.
48. Cash-in-Lieu Payments
If you receive fractional shares as the result of a stock split or other corporate action, we, in our sole discretion, may either sell the shares on the open market or to the issuer or transfer agent, and you are entitled to receive your pro rata portion of the proceeds of such sale. If sold on the open market, the sale price may differ from that offered to certain registered owners by the issuer or transfer agent.
49. Dividends and Other Payments
If any security in your Schwab Global Account™ pays a dividend, you will not have the ability to automatically reinvest the dividend in additional shares of that security. Dividends received in your Schwab Global Account™ will typically be in the same default currency that the security is held in (e.g., dividends paid on German equities will typically be paid in euros).
Dividends and other payments can be withdrawn from the Schwab Global Account™ by either wiring the foreign currency to another financial institution or converting the foreign currency to U.S. dollars and requesting that Schwab transfer the U.S. dollars to your associated Schwab One® Account.
50. Back-Up Withholding
Backup withholding is a tax withholding on specific types of payments for federal tax and state tax purposes. Backup withholding may be mandatory in certain circumstances. Most U.S. citizens and residents otherwise known as U.S. persons, which includes (a) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, (b) an estate (other than a foreign estate), or (c) a domestic trust as defined in the IRS regulations, will be exempt from backup withholding if they properly report their name and Taxpayer Identification Number to the payer using Form W-9, affirming their information matches the IRS records, and they have not been notified by the IRS that they are subject to mandatory backup withholding.
51. Authorizations Granted to Advisors
For accounts managed by an advisor, any and all authorizations you grant to your advisor or other third parties with respect to your Account will apply to the successors and assigns of such advisor or other third party, subject to limitations of applicable law.
This provision applies if your Account is managed by an advisor and you have granted your advisor "trading and disbursement" authority and instructed Schwab (either on a form or otherwise) to accept that authority. The trading authority remains the same, and the disbursement authority will continue to include the ability of your advisor to move money from your Account to your accounts of identical registration, whether at Schwab or at other financial institutions, provided that your advisor has not informed Schwab that it has changed this authority. You understand and agree that it will also include the ability of your advisor to move money from your Account to other accounts on which you are a named account holder, whether at Schwab or at other financial institutions (known as "first party" money movement). Examples include journaling or wiring assets between: an individual's account and his/her Individual Retirement Account; an individual's account and his/her revocable living trust; a husband/wife's joint account and the same husband/wife's community property account.
52. Electronic Copies
The electronically stored copy of your (or your agent's) signature, any written instructions or authorizations, the Account Application and the Agreement and Disclosures is considered to be a true, complete, valid, authentic and enforceable record, admissible in judicial, administrative, or arbitration proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree to not contest the admissibility or enforceability of Schwab's electronically stored copy of such documents in any proceeding between you and Schwab.
53. Processing and Execution of Electronic Transactions
We may elect to review electronic transactions manually before they are submitted. This manual review may result in a delay in execution. For securities transactions, this delay may cause a difference between the execution price and the displayed quote at the time the order was entered. This delay may also result in a limit order becoming ineligible for execution. For electronic funds transfers and wires, this manual review may delay when funds are paid or made available.
54. Independent Branch Leaders Who May Service Your Account
Some Schwab branch offices are operated by an Independent Branch Leader ("IBL"). Although IBLs are not employees of Schwab, they are registered representatives of Schwab and subject to Schwab policies and procedures. IBLs are identifiable by the inclusion of "independent" in their Schwab representative title, signage in their branches, and supporting detail under their "Your Consultant" designation on www.schwab.com. IBLs may hire their own employees to work in their branches. Like other Schwab representatives, IBLs will have access to customer information to help service accounts and sell Schwab products and services. Schwab will inform you if your Account is assigned to an IBL in your geographic area. Whether or not you are assigned to an IBL, you may request service at an IBL branch just like any other branch (for example, if you are traveling). Accounts managed by an advisor will not be assigned to an IBL.
55. Account Control Certifications
You acknowledge that certain securities, currencies, or activities in your Schwab Global Account™ may be subject to U.S. economic sanctions and embargo laws, including, but not limited to, the Trading With the Enemy Act, the International Emergency Economic Powers Act, and similar laws, violations of which may be subject to U.S. civil and criminal penalties. You specifically represent and warrant that you have not been designated by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC) as a Specially Designated National (SDN) or blocked person, that you have no reason to believe that you would be considered an SDN or a blocked person by OFAC, and that you are not acting as agent of any such person. You further represent and warrant that you are not employed by, acting as agent of or partially owned or controlled by a government, a government-controlled entity, or a government corporation except as you have indicated on your Account Application with Schwab.
Electronic Services Agreement
This Electronic Services Agreement amends your brokerage account agreement(s) and replaces any prior agreement between you and Schwab regarding your use of the Electronic Services.
1. Use of Electronic Services
Scope of the Agreement—This Electronic Services Agreement (the "Agreement") between you and Schwab states the terms and conditions that govern your use of Schwab's Electronic Services. It is part of your brokerage account agreement. The term "we," when used below, means Schwab. The term "Electronic Services" includes all of Schwab's computer, telephonic, facsimile, email, or wireless services or systems. This includes services and information accessible through Schwab, or service providers used by Schwab, including, but not limited to:
- Schwab's proprietary software such as Velocity® and StreetSmart Pro®;
- Schwab's website;
- Schwab's computers and networks that are accessible externally;
- Schwab by Phone™ and TeleBroker®;
- Schwab's wireless services, including Schwab Wireless; and
- Any other computer, telephonic, or wireless securities trading services or information system Schwab provides to you, including successors to the systems described above.
Services Provided—Schwab's Electronic Services allow you to enter orders to buy and sell certain securities, within your Schwab Account, and to access securities price quotations, investing information, and your personal account information. The Electronic Services are accessible via computer, telephonic, or wireless transmissions for use on compatible personal, home or small-business computers, including Internet appliances with modems, terminals, and network computers, as well as various wireless devices. You understand that in order for Schwab's Electronic Services, including future services available from Schwab, to perform to your satisfaction, or at all, you are solely responsible for the hardware, software, or other technology you use to access Schwab's Electronic Services. Schwab will not be responsible for any service difficulties resulting from your failure to possess technology adequate to use Schwab's Electronic Services to your satisfaction.
Your Agreement—By using Schwab's Electronic Services, you agree to comply with the terms and conditions of this Agreement. Schwab has the right to modify or terminate this Agreement in any way at any time, and we will provide you with notice of any modifications. You further agree to abide by any rules, procedures, standards, requirements, or other conditions we may establish in connection with the use of our Electronic Services or any other electronic communications services made available by Schwab.
2. Risks of Electronic Trading
Access to the Electronic Services may be limited or unavailable during periods of peak demand, market volatility, systems upgrades or maintenance, or for other reasons. If the Electronic Services are unavailable or delayed at any time, you agree to use alternative means to place your orders, such as calling a Schwab representative or visiting one of our branch offices. Schwab will not be liable to you if you are unable to access your account information or request a transaction through the Electronic Services. (See Limitations of Liability, Section 5.) When you use the Electronic Services to place a trade order, you acknowledge that your order may not be reviewed by a registered representative before being routed to an exchange for execution and you also will not have the opportunity to ask questions or otherwise interact with a Schwab representative. By placing a trade order through the Electronic Services, you voluntarily agree to assume any added risk that may result from the lack of human review of your order in exchange for the reduced commissions and potentially greater convenience of electronic trading. Schwab posts "Urgent Notification" on its website to alert you to various Electronic Services and market conditions issues. You agree that you will read any Urgent Notification before placing orders on Schwab's Electronic Services and will be deemed to have knowledge of any such Urgent Notification that is posted when you place an order.
3. Fast and Volatile Market Conditions
During periods of heavy trading and/or wide price fluctuations ("Fast Markets"), there may be delays in executing your order or providing trade status reports to you. In addition, if you place a market order in a Fast Market, there may be a significant difference in the quote you receive prior to or at the time you place the order and the execution price you receive.
If the Electronic Services are available, and you decide to place an order in fast or volatile market conditions, you agree to accept full responsibility for that order. If Schwab believes any particular stock is or may be volatile, Schwab may, but is not obligated to, decline to allow customers to place orders for that stock through the Electronic Services. In addition, Schwab reserves the right, but is not obligated, to prevent any IPO stock from being traded through the Electronic Services. In either of these situations, you or your advisor, if you have one, may be required to contact a Schwab representative to assist you with transactions in these stocks. Schwab is not liable to you for any losses, lost opportunities, or increased commissions that may result from your being unable to place orders for these stocks through the Electronic Services.
4. Financial Market Information; No Warranty
Financial Information—Schwab's Electronic Services make available certain financial market data, quotes, news, research and opinions (including Research Reports, as defined below), or other financial information (collectively, "Information") that has been independently obtained by certain financial market information services, financial publishers, various securities markets including stock exchanges and their affiliates, investment bankers, and other providers (collectively, the "Information Providers") or has been obtained by Schwab. Schwab does not guarantee or certify the accuracy, completeness, timeliness, or correct sequencing of the Information made available through Schwab, the Information Providers, or any other third party transmitting the Information (the "Information Transmitters"). You agree that neither Schwab, the Information Providers nor the Information Transmitters shall be liable in any way for the accuracy, completeness, timeliness, or correct sequencing of the Information, or for any decision made or action taken by you relying upon the Information. You further agree that neither Schwab, the Information Providers nor the Information Transmitters will be liable in any way for the interruption of any data, Information or other aspect of Schwab's Electronic Services. You understand that none of the Information (including Research Reports) available through Schwab's Electronic Services constitutes a recommendation or solicitation that you should purchase or sell any particular security.
Research Reports—Schwab's Electronic Services make available analyst research and opinions ("Research Reports") that may be prepared by Schwab or one of its affiliates, or by various third-party investment bankers or other entities providing analysis, research, and opinions ("Third-Party Research Providers"). Schwab does not endorse or approve Research Reports prepared by Third-Party Research Providers and only makes such Research Reports available to you as a service and convenience. Schwab and the Third-Party Research Providers do not: (1) guarantee the accuracy, timeliness, completeness, or correct sequencing of the Research Reports; or (2) warrant any results from your use of the Research Reports. The Research Reports have been prepared as of the date indicated and may become unreliable for various reasons including, for example, changes in market or economic circumstances. Schwab and each Research Provider are not obligated to update any information or opinions contained in any Research Report or to continue to offer Information or Research Reports regarding any company or security. You acknowledge that recommendations in the Research Reports to buy, sell, hold, or otherwise consider particular securities are not, and should not be construed as, recommendations or advice to you designed to meet your particular objectives or financial situation. From time to time, Schwab and/or a Research Provider may be unable to provide Research Reports with respect to certain companies with which Schwab and/or a Research Provider, or their respective affiliates, have certain business relationships.
Disclaimer of Warranties—There is no warranty of merchantability, no warranty of fitness for a particular use, and no warranty of non-infringement. There is no other warranty of any kind, express or implied, regarding the Information, including Research Reports or any aspect of Schwab's Electronic Services (including, but not limited to, information access and order placement or execution).
Agreement Not to Contact Analyst—You agree not to contact any individual or analyst who is an author of, or who is named on, any Research Report, or any representative of any Information or Research Provider.
Arbitration—You agree that any controversy which may arise between yourself and any Third-Party Information or Research Provider and any of their officers, directors, affiliates, and employees shall be resolved in arbitration in accordance with the terms and conditions of the arbitration agreement(s) entered into between you and Schwab at the time you opened your Schwab account(s), and as amended from time to time.
Disclosure of Potential Relationships—Schwab and/or its employees or directors as well as consultants to Schwab may have or may have clients with positions in securities or companies referenced in Information, including Research Reports, and may, as principal or agent, buy from or sell to customers. From time to time, Schwab may perform investment banking or other services for, or solicit such services from, companies mentioned in Information.
Securities Professionals May Not Use Research Reports in Their Business—If you are a securities broker, dealer, or investment banker, by requesting or receiving any Research Reports, you agree not to use any such Research Reports for any purpose related to your business.
5. Limitations of Liability
Limitation of Damages—Schwab, the Information Providers, Information Transmitters, Third-Party Research Providers, and any other person involved in transmitting Information will not be liable under any circumstances for any consequential, incidental, special, or indirect damages even if you advise them of the possibility of such damages. This includes, but is not limited to, claims for lost profits, trading losses, and damages that may result from the use, inconvenience, delay, or loss of use of the Information or for omissions or inaccuracies in the Information. As a condition to accessing or receiving the Information, you expressly agree to waive any claim you may have against Schwab, any Information Provider, Research Provider, or any other persons involved in transmitting any Information Schwab makes available to you. By accessing or receiving Information, you agree that the liability of Schwab, the Information Providers, the Third-Party Research Providers, or any other persons involved in transmitting Information arising out of any legal claim (whether in contract, tort, or otherwise) in any way connected with Schwab's Electronic Services or Information will not exceed the amount you originally paid for the Electronic Services related to your claim. Some jurisdictions do not allow limitations on how long implied warranties last, the exclusion or limitation of incidental or consequential damages, or the exclusion of certain implied warranties, so that these disclaimers and limitations may not apply to you. This Agreement gives you specific legal rights. You may also have other rights which vary from jurisdiction to jurisdiction.
No Liability for Events Outside of Entities' Direct Control—Schwab, the Information Providers, Information Transmitters, Third-Party Research Providers, and any other person involved in transmitting Information will not be liable for any loss that results from a cause over which that entity does not have direct control. Such causes include, but are not limited to: (1) the failure of electronic or mechanical equipment or communication lines; (2) telephone or other interconnect problems; (3) bugs, errors, configuration problems, or the incompatibility of computer hardware or software; (4) the failure or unavailability of Internet access; (5) problems with Internet service providers or other equipment or services relating to your computer or network; (6) problems with intermediate computer or communications networks or facilities; (7) problems with data transmission facilities or your telephone, cable, or wireless service; or (8) unauthorized access, theft, operator errors, severe weather, earthquakes, other natural disasters, or labor disputes. Schwab is also not responsible for any damage to your computer, software, modem, telephone, wireless device, or other property resulting in any way from your use of Schwab's Electronic Services.
6. Consent to Email Communications and Opting Out
7. Use of Proprietary Information
The Information provided is the property of Schwab, the Information or Third-Party Research Providers, or their licensers and is protected by applicable copyright law. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, or commercially exploit the Information in any manner without the express written consent of Schwab, the Information or Third-Party Research Providers, or any other person with the authority to give such consent. You agree that you will not use the Information for any unlawful purpose. You further agree to comply with all reasonable written requests from Schwab intended to protect the Information and Third-Party Research Providers' and Schwab's respective rights in the Information and Electronic Services.
8. Use of Quotes
You agree to use the quotes only for your individual use in your business. You will not furnish the quotes to any person or entity other than an officer, partner, or employee of your business. If you are a securities professional, such as an Investment Advisor, you may occasionally furnish a limited number of quotes to your customers and clients, but solely in the regular course of your securities business. If you furnish quotes to your customers and clients who are not on your premises, you may do so solely: (i) in written advertisements, educational material, sales literature, or similar written communications; or (ii) during telephonic voice communication not entailing the use of computerized voice synthesization or similar technology. You shall not permit any customer or client to take physical possession of "your equipment" (i.e., the equipment that you use to receive, display, or otherwise use quotes). You shall abide by any additional limitations on use of quotes that Schwab may specify in the future.
9. Order Change or Cancellation Requests
When you place an equity order in your Schwab Global Account™, you acknowledge that it may not be possible to cancel a market or limit order once you have placed it, and you agree to exercise caution before placing all orders. Any attempt you make to cancel an order is simply a request to cancel. Schwab processes your requests to change or cancel an order on a best-efforts basis only and will not be liable to you if Schwab is unable to change or cancel your order. Market orders (including marketable limit orders), in particular, are subject to immediate execution and as a general rule cannot be canceled once entered during market hours and shortly before market opening. If you wish to try to change or cancel your market order, you agree to call a Schwab Global representative to assist you. Attempting to cancel and replace or change a market order through the Electronic Services can result in the execution of duplicate orders, which ultimately are your responsibility. If an order cannot be canceled or changed, you agree that you are bound by the results of the original order you placed.
When you place a currency order in your Schwab Global Account™, you will not have the ability to enter a change or a cancellation request.
10. No Legal or Tax Advice
You acknowledge that Schwab does not give legal advice or tax advice. However, we may provide you with general tax and estate planning information and principles. You agree that these principles do not apply to your specific circumstances or take into account your comprehensive tax or estate planning situation. For that type of assistance, you agree to consult your own tax or legal advisor.
11. Investment Advice
You agree and acknowledge that when you use the Electronic Services, you, or you and an Investment Advisor other than Schwab, if you have one, are responsible for determining the nature, potential value, and suitability for you of any particular investment strategy, transaction (including futures transactions), or security (including equities and options). Schwab has no responsibility under any circumstance for any such determination unless we otherwise agree with you in writing or unless Schwab gives advice directly to you that is clearly identified as a Schwab recommendation for you to enter into a particular transaction or transactions, or to buy or sell a particular security or securities. You agree that any such Schwab recommendation will remain in effect only for as long as we tell you that it will remain in effect at the time we make the recommendation.
Orders May Not Be Manually Reviewed—You understand and acknowledge that when you place orders using Schwab's Electronic Services, those orders may be sent directly to an exchange without being viewed by an individual Schwab representative. You acknowledge that you bear the entire risk and agree to accept full responsibility for the orders you place. You further agree to release Schwab from any liability for executing the orders you place using Schwab's Electronic Services.
12. Access, Passwords, and Security
You will be responsible for the confidentiality and use of your access number(s), password(s), and account number(s). You agree not to hold Schwab liable for any damages of any kind resulting from your decision to disclose your access number(s), password(s), or account number(s) to any third party, including, but not limited to, entities that aggregate account information or website content, or persons who are or claim to be acting as your agent, proxy, or Investment Advisor. If you inform Schwab or Schwab has reason to believe that the security of your account password may be or has been compromised, we have the right to terminate your use of Electronic Services. You will be responsible for all orders entered through and under your access number(s), password(s), and account number(s), and any orders so received by Schwab will be deemed to have been received from you. All orders shall be deemed to be made at the time received by Schwab and in the form received. You agree to notify Schwab immediately if you become aware of:
- Any loss or theft of your access number(s), password(s), and/or account number(s); or
- Any unauthorized use of any of your access number(s), password(s), and/or account number(s), or of the Electronic Services or any Information; or
- Any failure by you to receive a message that an order initiated by you through the Electronic Services has been received and/or executed through the Electronic Services; or
- Any failure by you to receive accurate written confirmation of an order or its execution within five Business Days after entering the order through the Electronic Services; or
- Any receipt of confirmation of an order that you did not place, or any similarly inaccurate or conflicting report or Information.
13. Data Transmission
You acknowledge that data, including email, electronic communications, and personal financial data, may be accessed by unauthorized third parties when communicated between you and Schwab, Information Providers or Information Transmitters, using the Internet, other network communications facilities, telephone, or any other electronic means. You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by Schwab. Until notified otherwise by Schwab, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Schwab and follow Schwab's logon procedures for Electronic Services that support such protocols. You acknowledge that Schwab is not responsible for notifying you of any upgrades, fixes, or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.
14. Use of Software, Programs, Applications, or Other Devices to Access Electronic Services
With the exception of applications commonly known as web browser software, or other applications formally approved by Schwab in writing, you agree not to use any software, program, application, or any other device to access or log on to Schwab's computer systems, website, or proprietary software or to automate the process of obtaining, downloading, transferring, or transmitting any content, information, or quotes to or from Schwab's computer systems, website, or proprietary software.
15. Subscription, Service, and Use Fees
You agree to pay all subscription, service, and use fees, if any, that you are charged by Schwab or its designee for Schwab's Electronic Services. These fees may include, without limitation, any Research Report fees. You agree that these fees may be changed without notice. Schwab reserves the right to enter into fee-sharing arrangements with applicable Information Providers, Information Transmitters, and Third-Party Research Providers.
Payment of Fees—All applicable fees in this section must be paid out of your associated Schwab One® Account. Upon requesting a Research Report, you shall instruct Schwab or its designee to charge the related fee, if any, to a designated Visa® or MasterCard®. If appropriate, you may also elect to charge the fees to your Account. You agree to pay all costs (including attorneys' fees), if any, incurred by Schwab in collecting overdue fees from you. You also agree to pay all federal, state, and local taxes resulting from your use or receipt of the Research Reports. You agree to grant Schwab a continuing security interest in the assets in your Schwab brokerage account(s), if any, to secure the timely payment of all fees owed by you for the Research Reports as well as any other amounts owing under this Agreement or your other agreements with Schwab. If Schwab charges you a fee for Research Reports, Schwab may assign this Agreement only with your consent, to the extent allowed by applicable law.
16. Account Restrictions
If there is a restriction on your Account(s) at Schwab, your use of the Electronic Services' trading functions will be so restricted with respect to such Account(s). Further, Schwab reserves the right in its sole discretion to require a cash or equity deposit at any time and to determine the adequacy of any such deposit prior to the execution of any transaction through the Electronic Services. Schwab will not be responsible for any delay or failure to provide the Electronic Services, including the execution of any securities order, in the event there is a restriction on your Account, you lack sufficient funds in your Account, or you delay or fail to make a required cash or equity deposit.
You agree to defend, indemnify, and hold Schwab, the Information Providers, and the Information Transmitters harmless from and against any and all claims, losses, liability costs, and expenses (including, but not limited to, attorneys' fees) arising from your violation of this Agreement, state or federal securities laws or regulations, or any third party's rights, including, but not limited to, infringement of any copyright, violation of any proprietary right, and invasion of any privacy rights. This obligation will survive the termination of this Agreement.
18. Our Ability to Suspend or Terminate Electronic Services
Schwab reserves the right to suspend or terminate your access to its Electronic Services or any portion of them (including, without limitation, the Information [including Research Reports]) in its sole discretion, without notice and without limitation, for any reason whatsoever. Schwab may suspend or terminate your access to its Electronic Services for reasons including, but not limited to, the unauthorized use of your account access information; breach of this Agreement; discontinuance of Schwab's access to any Information or any other data from any Information Provider or Research Provider; or termination of one or more agreements between Schwab and Information Providers, Third-Party Research Providers, or Information Transmitters. Schwab, the Information Providers, the Third-Party Research Providers, and the Information Transmitters shall have no liability to you for suspending or terminating your access to Schwab's Electronic Services; provided, however, that if Schwab's suspension or termination is without cause, Schwab will refund the pro rata portion of any fee you may have paid for the portion of the Information and/or Electronic Services not furnished to you as of the date of suspension or termination.
19. Electronic Communications
The Electronic Services you access by computer provide you with the capability to send electronic communications, such as email, directly to Schwab and interact within applicable areas of the Electronic Services. You agree to the following terms with respect to your use of electronic communications through the Electronic Services:
- You will not transmit securities trade orders to Schwab using electronic communications except through those electronic features designated by Schwab for the express purpose of placing trade orders. You acknowledge that Schwab will not act upon trade orders transmitted through electronic communications other than orders you transmit through designated trade order features;
- Schwab shall be entitled, but is not obligated, to review or retain your electronic communications for, among other reasons, monitoring the quality of service you receive, your compliance with this Agreement, and the security of the Electronic Services. Schwab is entitled to disclose your electronic communications to the same extent it may disclose other information about you or your Account(s) as provided elsewhere in your Account Agreement(s). In no event will Schwab be liable for any costs, damages, expenses, or any other liabilities incurred by you as a result of such activities by Schwab;
- You will not use any electronic communication feature of the Electronic Services for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene, or threatening. You will not use the Electronic Services to solicit Schwab customers or others or participate in the solicitation of Schwab customers or others for any purpose;
- You will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;
- You will not in any way express or imply that the opinions in your electronic communications are endorsed by Schwab without the prior written consent of Schwab;
- If you use the Electronic Services that you access by computer, you agree to provide Schwab with your email address, promptly provide Schwab with any changes to your email address, and accept electronic communications from Schwab at the email address you specify; and
- You agree to be bound by any affirmance, assent, or agreement you transmit through the Electronic Services you access by computer, including, but not limited to, any consent you give to receive communications from us solely through electronic transmission. You agree that, when in the future you click on an "I agree," "I consent," or other similarly worded "button" or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
You acknowledge that, in providing you with the Electronic Services, Schwab has relied upon your agreement to be bound by the terms of this Agreement and any user or license agreement(s) related to or accompanying Electronic Services–related software. You further acknowledge that you have read, understood, and agreed to be bound by the terms of: (i) the user license agreement of any Electronic Services–related software; and (ii) the terms of Schwab's brokerage account agreement(s) and any other agreement with Schwab that applies to your Account(s), all as currently in effect and amended from time to time.
This Agreement may be modified by Schwab upon written notice to you; provided, however, that if Schwab sends you written notice, via electronic communication or otherwise, of a modification, you confirm your acceptance of the modification by not closing and/or by continuing to use your Account.
22. Governing Law
This Agreement, and all future agreements you shall enter into with Schwab, unless otherwise indicated on such other agreement, shall be governed by the law (but not the choice of law doctrines) of the state of California. This is the case regardless of whether you reside or transact business with Schwab in California or elsewhere, except that arbitration provisions shall be governed by the Federal Arbitration Act.
23. Third-Party Beneficiaries
You and Schwab acknowledge and agree that each Information Provider, Information Transmitter, and Third-Party Research Provider is an intended third-party beneficiary of this Electronic Service Agreement to the extent that the Electronic Services include Information or Research Reports ("Third-Party Beneficiaries"). Each Third-Party Beneficiary is entitled to rely upon all rights, representations, warranties, and covenants made by you in this ESA to the same extent as if each Third-Party Beneficiary was a party to this ESA with respect to their own Information or Research Reports. For the avoidance of doubt, all rights and benefits granted under this Agreement to Schwab will also be deemed granted directly to each Third-Party Beneficiary as set forth above. Otherwise, no third party will be deemed to be an intended or unintended Third-Party Beneficiary of this Agreement.
24. Market Data Disclosures
Hong Kong Stock Exchanges and Clearing, Limited ("HKEx") requires the following disclosure:
"HKEx Information Services Limited, its holding companies and/or any subsidiaries of such holding companies endeavor to ensure the accuracy and reliability of the Information provided but do not guarantee its accuracy or reliability and accept no liability (whether in tort or contract or otherwise) for any loss or damage arising from any inaccuracies or omissions."
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CC2278101 (0119-83RS) REG67580-10 (01/19)