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Wednesday, October 17, 2007 12:41:53 PM
New PDR Exchange TOS:
Service Agreement
This Service Agreement governs all aspects of your relationship with the PDR Exchange (Panama), Inc., and contains important information regarding trading on the PDR Exchange. Please read the following information carefully.
If you have any questions regarding this Service Agreement, then please contact us through our Contact Page or by email at info@pdrexchange.com.
By opening one or more accounts with the PDR Exchange (Panama), Inc. (“PDR Exchange”), I agree that I have read and understood the PDR Exchange Service Agreement (“Agreement”), and I agree to be bound by the terms and conditions set forth in this Agreement, as amended from time to time.
1. Introduction
I promise that I will read this Agreement in full and retain a copy of it for future reference. I understand that this Agreement governs all aspects of my relationship with the PDR Exchange, including all accounts that I open with the PDR Exchange, all transactions within my account(s), all use of the PDR Exchange website and content, and all products and services that are offered by or through the PDR Exchange, either now or in the future, beginning on the date that my account is opened. If I participate in any service on the PDR Exchange that requires me to agree to specific terms and conditions electronically or otherwise, such terms and conditions will be considered an amendment to, and will become part of, this Agreement. The PDR Exchange reserves the right to modify or terminate this Agreement at anytime.
If I determine that I am unwilling to be bound by this Agreement, then I will not submit an application to open an account with the PDR Exchange. The PDR Exchange reserves the right to decline any application or to terminate any account at anytime and for any reason, at its sole discretion.
If I have any questions regarding any part of this Agreement, then I will contact the PDR Exchange through the Contact Page or by email at info@pdrexchange.com. I understand that clicking on the box next to “I agree” is the legal equivalent of manually signing this Agreement, and I will be legally bound by these terms and conditions.
All existing account holders will be governed by this Agreement, whether they electronically consent to it or not, unless they initiate the closure of their account within fifteen (15) calender days of its posting.
2. Fundacion Pan America Agreement
I understand that the PDR Exchange is an operating company of Fundacion Pan America (“the Foundation”) and has entered into an agreement with the Foundation, pursuant to which the Foundation will hold and secure the legal ownership of any asset that is held in PDR form. I authorize the Foundation, without any inquiry or investigation by it, to transfer the beneficial ownership of any underlying asset that is authorized by the purchase, sale, or transfer of any PDR on the PDR Exchange. I may request at any time, the physical delivery of any Liquid Assets or Publicly Traded Securities that are held by the Foundation, for which I hold beneficial ownership of, pursuant to any limitations that are set forth by the Foundation. The legal ownership of any Real Estate or Precious Metal holdings that are negotiated in PDR form will remain with the Foundation, unless otherwise negotiated with, and agreed to by, the Foundation. I understand that the Foundation may limit my ability to access any assets, if I indicate that I am being financially distressed by a third party, such as when subjected to a frivolous lawsuit.
3. Account Provisions
(a) True and Accurate Information; Ownership
I agree to provide current, truthful, accurate, and complete information on my Account Application, and any other form submitted to the PDR Exchange, the Foundation, or any of their affiliates. Unless otherwise required by this Agreement, I agree to notify the PDR Exchange of any change to the information that I provide on my Account Application within thirty (30) days of such change. I agree to indemnify and hold the PDR Exchange, the Foundation, and their affiliates harmless from and against any and all “Losses”, including any liabilities, costs, judgments, arbitration awards, settlements, penalties, actions, damages, charges, taxes, expenses or fees of any nature whatsoever (including attorneys' fees and costs of collection), and claims therefore arising out of or relating to my failure to provide true and accurate information on my Account Application or to update such information when required. I further represent that no one else has an interest in my account except for me and any person that I disclose in my Account Application, my PDR Exchange Beneficiary Information form, or any manner otherwise specified to and agreed upon by the PDR Exchange and the Foundation.
(b) Fees, Commissions, Account Minimums, and Taxes
I agree to promptly pay any commissions, charges or fees set forth by the PDR Exchange, that are applicable to my account due to the transactions or services that I receive. I authorize the PDR Exchange to automatically debit my account for any such commissions, charges or fees. The current fees or commissions for each transaction will be made available by the PDR Exchange in the FAQ’s section of the website, and at the time of each transaction. The PDR Exchange reserves the right to modify the fee structure at anytime by posting the updated fee structure on its website. Fees for custom services, such as wealth management, will have to be agreed to in writing by the PDR Exchange and/or the Foundation, on a case by case basis. The PDR Exchange requires a minimum deposit of US $1000 in assets to open an account, and requires a minimum balance of $1000 thereafter, unless otherwise specified in writing. If the value of my account falls below the minimum balance, the PDR Exchange may charge additional fees or, if it deems appropriate in its discretion, close my account. As the underlying assets that are represented by PDR’s will be held in the name of, and legally-owned by, the Foundation, I am neither required to pay taxes nor disclose beneficial ownership of such assets to any regulatory body, for the duration that they are held by the Foundation. However, I agree that I am responsible to pay any and all applicable federal, state and/or local taxes, upon removing any assets from the protection of the Foundation.
(c) Joint Accounts and Rights of Survivorship
It may be possible to designate more than one account holder on the Account Application, if specified to and agreed upon by the PDR Exchange. If there is more than one account holder, each account holder agrees to be jointly and severally liable for all obligations arising under this Agreement or otherwise relating to the account, including responsibility for orders entered through the PDR Exchange or using any User ID and Password assigned to the account, regardless of which account holder gives such instructions, enters such orders or changes such Password. In the event of a dispute between or among account holders of which the PDR Exchange has notice, the PDR Exchange reserves the right, but is not obligated, to place restrictions on an account. Each joint account holder agrees that, on the death or disability of an account holder, divorce of married account holders, or any other event that causes a change in ownership or capacity with respect to the account, the remaining account holder(s) will immediately give the PDR Exchange official written notice of such change of ownership or capacity. The PDR Exchange will not notify any account holder of the actions taken by other joint account holder(s). Each account holder also agrees that notice provided to any one account holder will be deemed to be sufficient notice for all joint account holders for all purposes.
Each PDR Exchange account allows the account holder to provide and update their Beneficiary Information at any time, in order to designate the rights of survivorship in the case that the primary account holder perishes. If the rights of survivorship have not been designated by the time that the PDR Exchange and/or the Foundation receive(s) word of the account holder’s demise, the Foundation will attempt, to the best of its abilities, to determine the next of kin, and appropriately bequeath the account holder’s assets. In the case that the Foundation has exhausted all efforts to locate the next of kin, without success, the beneficial ownership of any assets previously held by the deceased account holder will be transferred to the Foundation.
(d) Panamersa Monycard and Goldcard Privileges
Panamersa Monycard and Goldcard privileges are features that may be transferred to an account holder at any time by utilizing the Money Transfer interface within the PDR Exchange. Panamersa Monycards represent Liquid Assets, and will be charged, issued, and processed by an affiliated prepaid debit card service provider, which can be changed at any time. The account holder will be responsible for any charges or fees associated with the use of Monycards, including but not limited to any fees associated with charging, issuing, or utilizing the card. Panamersa Goldcards represent gold, and can be issued upon request to any beneficiary who holds one or more Gold PDR within the Foundation. Goldcards may be carried with the beneficiary anywhere in the world, and will be the equivalent of carrying gold in their pocket. The beneficiary can call upon the Foundation at any time to purchase the gold that has been transferred to the card, at the current market rate. When the proceeds from the sale are transferred to the Goldcard, the beneficiary can effectively utilize the Goldcard in the same manner as a Monycard. Monycards and Goldcards will be affiliated with the Maestro, Cirrus, and Interlink networks, and unique PIN numbers will be issued to the beneficiary when each card is activated.
Liability for Unauthorized Use of Monycards or Goldcards. I agree not to disclose or otherwise make my card or PIN available to others. And, I agree to tell the PDR Exchange, the Foundation, or its affiliated debit card service provider IMMEDIATELY if I believe that my Monycard, Goldcard, or PIN has been lost or stolen. Monycards and Goldcards may be replaced when given proper notification, but the beneficiary will be responsible for any additional fees associated with issuing a new card. The PDR Exchange, the Foundation, and their affiliates will not be liable for any financial Losses associated with the loss or otherwise negligent use of any Monycard or Goldcard.
ATM Safety. I agree to exercise safety and discretion when using ATM's. If I notice any suspicious circumstances, then I will not use the ATM. If anything suspicious occurs while I am using an ATM, then I will cancel my transaction and leave. I will make certain to be aware of my surroundings at all times when using the ATM, and I will avoid using any ATM at night, in the dark, or in isolated areas. At night, I will park near the ATM, I will make certain the ATM is in a well lit area, and I will have someone accompany me whenever possible. I will not accept assistance from anyone while using the ATM, I will not display my cash, and I will make certain to save all of my transaction slips. I will always secure my Monycard or Goldcard just like I would my cash, checks and credit cards. I will report all crimes to the ATM operator and local law enforcement officials immediately. The PDR Exchange does not guarantee my safety while using an ATM.
(e) Wire Transfers and Loan Disbursements
Wire Transfers and Loan Disbursements are not currently available. This section will be updated if and when such services become available.
(f) Personal Information
The PDR Exchange will not disclose any personal information from any beneficiary of Fundacion Pan America to anyone outside of the Foundation Council. Further information can be found in the PDR Exchange Privacy Policy.
(g) Termination of Accounts
I may close my account at anytime, with written or oral notice to the PDR Exchange and the Foundation. The PDR Exchange and/or the Foundation reserve(s) the right to terminate my account or to block my access to the PDR Exchange without notice, for any reason or for no reason. The terms and conditions of this Agreement will survive the termination of my account and will continue to apply to any disputed or other remaining matters involving my relationship with the PDR Exchange and the Foundation. After the termination of my account, I will remain liable to the PDR Exchange and/or the Foundation for payment of any indebtedness with, or obligation to, the PDR Exchange and/or the Foundation, plus interest as provided under this Agreement, to be specified by the PDR Exchange and/or the Foundation at the time, and based upon the specific circumstances, of the debt or obligation.
(h) Transfer of Assets
I may transfer assets to another beneficiary of the Foundation or to a third party, at any time, by submitting a written or oral asset transfer request to the PDR Exchange and/or the Foundation. If I submit notice to the PDR Exchange, I authorize the PDR Exchange to act on my behalf to initiate a transfer of assets from my account to the account of another designated beneficiary of the Foundation. Any transfer of assets to a third party will have to be coordinated solely by the Foundation. Once the PDR Exchange and/or the Foundation receive(s) an asset transfer request in good order, the PDR Exchange and/or the Foundation will initiate the asset transfer either to the account of the designated beneficiary or to the third party. The PDR Exchange and the Foundation are not liable for any Losses that I may sustain in connection with the Asset Transfer. It is my responsibility to ensure that my instructions are accurate before submitting a transfer request to the PDR Exchange or the Foundation. A transfer request cannot be amended or canceled after it has been initiated. However, the PDR Exchange and the Foundation may in their sole discretion attempt to abide by a subsequent request for a change to a transfer request, but it is not obligated to do so, and the PDR Exchange and the Foundation will not be liable for any Losses that arise out of or relate to an attempt to amend or cancel a transfer request. I understand that any erroneous, mismatched, or incomplete identifying information on an incoming or outgoing transfer may result in such transfer being rejected, lost, posted to an incorrect account, or returned to the originating account without notice to me, and I agree to indemnify and hold the PDR Exchange, the Foundation, and their affiliates harmless from and against any Losses arising out of or relating to any erroneous, mismatched, or incomplete identifying information on a transfer.
4. PDR Exchange Services
I ACKNOWLEDGE THAT I AM SOLELY RESPONSIBLE, AND ASSUME FULL RESPONSIBILITY, FOR DETERMINING THE SUITABILITY OF MY INVESTMENT STRATEGIES AND DECISIONS. I UNDERSTAND THAT THE PDR EXCHANGE ASSUMES NO RESPONSIBILITY FOR, AND WILL HAVE NO LIABILITY FOR THE RESULTS OF, MY INVESTMENT STRATEGIES, TRANSACTIONS AND DECISIONS.
(a) The PDR Exchange Provides No Advice Unless Specified in Writing
Unless otherwise specified in writing, the PDR Exchange will not, and has no responsibility to, provide me with any legal, tax, estate planning or accounting advice or advice regarding the suitability, profitability or appropriateness of any investment, financial product, investment strategy or other matter. I acknowledge that the employees of the PDR Exchange are not generally authorized to give any such advice, and I will neither solicit nor rely on any investment advice from any PDR Exchange employee. Unless otherwise specified, any information provided through the PDR Exchange will not be used or considered by me as a recommendation that I buy, sell or hold any particular investment or pursue any particular investment strategy.
(b) Transaction Confirmations
Confirmation of all completed transactions will be available in My Activities section, while confirmation of all fulfilled and pending orders will be available in My Orders section, of the PDR Exchange interface. It is my responsibility to review all confirmations of transactions immediately, whenever they become available. I will notify the PDR Exchange of any inaccuracies with, or objection to, the terms of a confirmation within two (2) days of my receipt of such confirmation. I understand that the PDR Exchange is entitled to treat the terms of such confirmation as accurate and conclusive unless I object within two (2) days of receipt. In all cases, the PDR Exchange reserves the right to determine the validity of my objection. If I object to a transaction for any reason, I understand that I will attempt to limit any Losses that may result from such transaction, and will bear sole responsibility for any Losses that are sustained from my negligence associated with reporting inaccuracies or limiting further Losses, even if my objection to the initial transaction is determined to be valid.
(c) Account Statements, Notices and Other Communications
I acknowledge and understand that, for privacy purposes, the PDR Exchange is not obligated to and generally will not provide any written account statements, status reports, or confirmations, as well as any other documentation related to my account at either the PDR Exchange or the Foundation. The PDR Exchange will forward to me any and all notices and other communications related to my account, by sending such notices and other communications to the message box within my account and/or the email address that I have specified. I understand that such notices will be considered good and effective delivery to me, regardless of whether or not they are actually or timely received or accessed, unless the PDR Exchange actually receives a rejected email delivery notice or other notice to the contrary. It is my responsibility to read any notices that have been posted to the message box within my account or to my email account, as well as to update the PDR Exchange as to any change to the email address that I have specified. Oral delivery of any notice or communication will be considered delivered if left on an answering machine, voice mail box, or otherwise. I agree that I will waive all claims that result, and accept all liability for Losses that I sustain, from any failure to receive notices or communications that have been outlined in this section.
(d) Monitoring Communication
I acknowledge and understand that the PDR Exchange reserves the right to monitor or record any of my telephone conversations with the PDR Exchange for quality control purposes and for its own protection. The PDR Exchange may also monitor and record my use of the PDR Exchange and any other communications between the PDR Exchange and myself and may use the resulting information for internal purposes or where acceptable or required by law. I acknowledge and understand that the PDR Exchange does not have the obligation to record telephone calls, will not record every call, and cannot guarantee that any particular telephone conversation will be recorded, retained, or capable of being retrieved. The PDR Exchange, the Foundation, and their affiliates do not consent to the recording of telephone conversations by me or any third party, unless otherwise agreed to in writing.
(e) Information Available on the PDR Exchange
I understand that I am permitted to store, analyze, and print the information available in my account on the PDR Exchange for my sole use, as long as the information is not made public or accessible to any third party. I agree that I will not publish, transmit, or reproduce any information that is available on the PDR Exchange, in whole or in part, in any format to any third party without the express written consent of the PDR Exchange and/or the Foundation. I understand and agree that I will have sole access to my account, unless there is a joint account holder, and will not make my account accessible to any physical or nonphysical, third party entity, program, government, individual, or organization, other than myself and any joint account holder(s).
5. Trading Provisions
(a) Applicable Rules and Regulations
I understand that all transactions within my account on the PDR Exchange will be subject to the applicable laws, rules, regulations, and customs regarding financial transactions, trading, and banking in the Republic of Panama, as well as any and all terms, conditions, rules, policies, and provisions of the PDR Exchange and the Foundation. I understand that all transactions involving Securities PDR's will also be subject to the applicable laws, rules, and regulations of the countries in which the underlying securities are registered. I understand that, as an operating company of the Foundation, the PDR Exchange is supervised by the Foundation Council and the Protector, who are both overseen by Panamanian Law 25 of the 12th of June 1995, and all of its statutes, including the Ministry of the Treasury and the Ministry of Commerce and Industry. In no event will the PDR Exchange be obligated to violate any applicable law, rule, regulation, custom, term, condition, policy, or provision that it is subject to and/or regulated by.
(b) Responsibility for Orders
I understand that all orders to buy or sell PDR's will be authorized by me and will be executed as soon as possible, following the confirmation of my order. I understand that I am obligated to deliver any assets that have been sold from my account, and fully authorize the Foundation to transfer the beneficial ownership of any such assets on my behalf. I agree that I will not allow anyone other than myself, or any joint account holder, to access or trade from my account, and I will accept all liability for any Losses that are sustained due to my negligence in this regard. I acknowledge and understand that the PDR Exchange may prohibit or restrict my access to trading at any time, at its sole discretion and without prior notice.
(c) Execution Price for Market and Limit Orders
I understand that the Execution Price for my buy or sell order will reflect the current price in the marketplace, regardless of whether my order is placed as a market or limit order. I understand that the Execution Price for my orders may differ from the Market Price, and that any partially-filled orders may be executed at different prices. I understand that the PDR Exchange is not liable for any price fluctuations.
(d) Order Handling, Routing, Changes, and Cancel Requests
I understand that the PDR Exchange is fully-automated, and that all open orders will be handled and routed based upon the principle of best execution, with a hierarchy of value (ask price) and timing (when the order was placed). I understand that placing an order as “all-or-none” may alter the standard hierarchy. I also understand that, when the Foundation or companies that trade on the PDR Exchange make any PDR's available for trading on the Exchange, sell orders from individual investors will always take priority. I understand that order change or cancellation requests will be immediately processed by the PDR Exchange, although the execution of such requests cannot always be guaranteed. I agree that the PDR Exchange will not be liable if I am unable to change or cancel orders in a timely manner.
(e) Dividends or Interest
Any dividends or interest on investments, from companies that trade on the PDR Exchange, will be automatically credited to my PDR Exchange account. If any dividend or interest is issued by an investment that trades outside of the PDR Exchange, but has been made indirectly available for trading on the Exchange, I authorize the PDR Exchange to receive the dividend or interest on my behalf, and to appropriately credit my account shortly after the payable dates.
6. Other Provisions and Disclosures
(a) Modification of the Terms and Conditions or Service
I understand that the PDR Exchange may change any of the terms and conditions of this Agreement and/or eliminate any term or condition at anytime. The PDR Exchange reserves the right, but is not obligated, to notify me of any modifications to the Agreement by emailing a written notice to me. I understand that the standard method for notifying me of any modifications to the Agreement will be to post the information on the PDR Exchange website. I also agree that the PDR Exchange may change or update the services that it provides at anytime, and is not obligated to provide me with any notice of such a change.
I agree that use of the PDR Exchange after a change to either the Agreement or the Exchange will be considered acceptance of the change, whether or not I actually know of it, unless I initiate the closure of my account within fifteen (15) calendar days of the change. I understand that any changes that are required by law will be considered effective immediately.
(b) Severability, Waiver and Effectiveness
If any provision outlined by this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of the Agreement. Unless specifically permitted by the Agreement, no provision can be, nor will it be deemed to be, waived, altered, modified or amended, unless agreed to in writing and signed by an officer of the PDR Exchange.
(c) Non-Waiver
Any failure of the PDR Exchange to insist on strict compliance with this Agreement or any other course of conduct on its part will not be deemed a waiver of its rights under this Agreement.
(d) Power of Attorney
I agree and hereby irrevocably appoint the PDR Exchange, with full power as my true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the PDR Exchange deems necessary or advisable to accomplish the purposes of this Agreement.
(e) Power and Authority
If I am a natural person, I represent that I have attained the age of majority and have the legal capacity to enter into this Agreement and perform my obligations under it. If I am a legal entity, including a corporation, partnership, estate or trust, I represent that I have all of the necessary power and authority to execute and perform this Agreement and that the execution and performance of this Agreement will not cause me to violate any provisions in my charter, statutes, by-laws, partnership agreement, trust agreement or other constituent agreement or instrument. I further represent that this Agreement, as amended from time to time, is my legal, valid and binding obligation, enforceable against me in accordance with its terms. This Agreement supersedes any previous agreements that I may have with the PDR Exchange individually with regard to my account, to the extent that the subject matter is covered by this Agreement, unless otherwise specified in writing by the PDR Exchange.
(f) Headings
The headings for and within each provision of this Agreement are solely for descriptive purposes and will not be deemed to modify or qualify any of the rights or obligations set forth in each such provision. Unless otherwise specified, each term and condition within each provision is applicable to the PDR Exchange and the account holder as a whole, rather than limited to the specific provision under which it is outlined.
(g) Choice of Law and Venue
I understand that this Agreement will be deemed to have been made in Panama City, Panama, and will be construed, and the rights and liabilities of the parties determined, in accordance with the laws of Panama. I agree that it is up to the sole discretion of the PDR Exchange to assign any legal or non-legal challenge or disagreement that I may have with the PDR Exchange to an arbitration panel, selected by the PDR Exchange, for review and out-of-court settlement, with all meetings to take place in Panama City, Panama, unless otherwise specified by the PDR Exchange. If it is concluded that the case must be taken to court, I agree that the venue will be Panama City, Panama, under the laws of Panama, and that I will be responsible for any and all costs or fees that have been addressed in, or result from any violation of, this Agreement.
(h) Electronic Signatures
My intentional action of electronically signing this Agreement, the Account Application, or any other document on the PDR Exchange will be considered valid evidence of my consent to be legally bound by the terms of the document signed. Electronically sending and receiving documents on the PDR Exchange fully satisfies any requirements that they be provided in writing. I may retain a copy of any document that I electronically sign on the PDR Exchange. I am solely responsible for reviewing and understanding all of the terms and conditions in each document that I sign. I acknowledge and agree that the PDR Exchange can modify this Agreement at any time, and that it is my sole responsibility to consult the PDR Exchange website to keep up-to-date with any such modifications.
Service Agreement
This Service Agreement governs all aspects of your relationship with the PDR Exchange (Panama), Inc., and contains important information regarding trading on the PDR Exchange. Please read the following information carefully.
If you have any questions regarding this Service Agreement, then please contact us through our Contact Page or by email at info@pdrexchange.com.
By opening one or more accounts with the PDR Exchange (Panama), Inc. (“PDR Exchange”), I agree that I have read and understood the PDR Exchange Service Agreement (“Agreement”), and I agree to be bound by the terms and conditions set forth in this Agreement, as amended from time to time.
1. Introduction
I promise that I will read this Agreement in full and retain a copy of it for future reference. I understand that this Agreement governs all aspects of my relationship with the PDR Exchange, including all accounts that I open with the PDR Exchange, all transactions within my account(s), all use of the PDR Exchange website and content, and all products and services that are offered by or through the PDR Exchange, either now or in the future, beginning on the date that my account is opened. If I participate in any service on the PDR Exchange that requires me to agree to specific terms and conditions electronically or otherwise, such terms and conditions will be considered an amendment to, and will become part of, this Agreement. The PDR Exchange reserves the right to modify or terminate this Agreement at anytime.
If I determine that I am unwilling to be bound by this Agreement, then I will not submit an application to open an account with the PDR Exchange. The PDR Exchange reserves the right to decline any application or to terminate any account at anytime and for any reason, at its sole discretion.
If I have any questions regarding any part of this Agreement, then I will contact the PDR Exchange through the Contact Page or by email at info@pdrexchange.com. I understand that clicking on the box next to “I agree” is the legal equivalent of manually signing this Agreement, and I will be legally bound by these terms and conditions.
All existing account holders will be governed by this Agreement, whether they electronically consent to it or not, unless they initiate the closure of their account within fifteen (15) calender days of its posting.
2. Fundacion Pan America Agreement
I understand that the PDR Exchange is an operating company of Fundacion Pan America (“the Foundation”) and has entered into an agreement with the Foundation, pursuant to which the Foundation will hold and secure the legal ownership of any asset that is held in PDR form. I authorize the Foundation, without any inquiry or investigation by it, to transfer the beneficial ownership of any underlying asset that is authorized by the purchase, sale, or transfer of any PDR on the PDR Exchange. I may request at any time, the physical delivery of any Liquid Assets or Publicly Traded Securities that are held by the Foundation, for which I hold beneficial ownership of, pursuant to any limitations that are set forth by the Foundation. The legal ownership of any Real Estate or Precious Metal holdings that are negotiated in PDR form will remain with the Foundation, unless otherwise negotiated with, and agreed to by, the Foundation. I understand that the Foundation may limit my ability to access any assets, if I indicate that I am being financially distressed by a third party, such as when subjected to a frivolous lawsuit.
3. Account Provisions
(a) True and Accurate Information; Ownership
I agree to provide current, truthful, accurate, and complete information on my Account Application, and any other form submitted to the PDR Exchange, the Foundation, or any of their affiliates. Unless otherwise required by this Agreement, I agree to notify the PDR Exchange of any change to the information that I provide on my Account Application within thirty (30) days of such change. I agree to indemnify and hold the PDR Exchange, the Foundation, and their affiliates harmless from and against any and all “Losses”, including any liabilities, costs, judgments, arbitration awards, settlements, penalties, actions, damages, charges, taxes, expenses or fees of any nature whatsoever (including attorneys' fees and costs of collection), and claims therefore arising out of or relating to my failure to provide true and accurate information on my Account Application or to update such information when required. I further represent that no one else has an interest in my account except for me and any person that I disclose in my Account Application, my PDR Exchange Beneficiary Information form, or any manner otherwise specified to and agreed upon by the PDR Exchange and the Foundation.
(b) Fees, Commissions, Account Minimums, and Taxes
I agree to promptly pay any commissions, charges or fees set forth by the PDR Exchange, that are applicable to my account due to the transactions or services that I receive. I authorize the PDR Exchange to automatically debit my account for any such commissions, charges or fees. The current fees or commissions for each transaction will be made available by the PDR Exchange in the FAQ’s section of the website, and at the time of each transaction. The PDR Exchange reserves the right to modify the fee structure at anytime by posting the updated fee structure on its website. Fees for custom services, such as wealth management, will have to be agreed to in writing by the PDR Exchange and/or the Foundation, on a case by case basis. The PDR Exchange requires a minimum deposit of US $1000 in assets to open an account, and requires a minimum balance of $1000 thereafter, unless otherwise specified in writing. If the value of my account falls below the minimum balance, the PDR Exchange may charge additional fees or, if it deems appropriate in its discretion, close my account. As the underlying assets that are represented by PDR’s will be held in the name of, and legally-owned by, the Foundation, I am neither required to pay taxes nor disclose beneficial ownership of such assets to any regulatory body, for the duration that they are held by the Foundation. However, I agree that I am responsible to pay any and all applicable federal, state and/or local taxes, upon removing any assets from the protection of the Foundation.
(c) Joint Accounts and Rights of Survivorship
It may be possible to designate more than one account holder on the Account Application, if specified to and agreed upon by the PDR Exchange. If there is more than one account holder, each account holder agrees to be jointly and severally liable for all obligations arising under this Agreement or otherwise relating to the account, including responsibility for orders entered through the PDR Exchange or using any User ID and Password assigned to the account, regardless of which account holder gives such instructions, enters such orders or changes such Password. In the event of a dispute between or among account holders of which the PDR Exchange has notice, the PDR Exchange reserves the right, but is not obligated, to place restrictions on an account. Each joint account holder agrees that, on the death or disability of an account holder, divorce of married account holders, or any other event that causes a change in ownership or capacity with respect to the account, the remaining account holder(s) will immediately give the PDR Exchange official written notice of such change of ownership or capacity. The PDR Exchange will not notify any account holder of the actions taken by other joint account holder(s). Each account holder also agrees that notice provided to any one account holder will be deemed to be sufficient notice for all joint account holders for all purposes.
Each PDR Exchange account allows the account holder to provide and update their Beneficiary Information at any time, in order to designate the rights of survivorship in the case that the primary account holder perishes. If the rights of survivorship have not been designated by the time that the PDR Exchange and/or the Foundation receive(s) word of the account holder’s demise, the Foundation will attempt, to the best of its abilities, to determine the next of kin, and appropriately bequeath the account holder’s assets. In the case that the Foundation has exhausted all efforts to locate the next of kin, without success, the beneficial ownership of any assets previously held by the deceased account holder will be transferred to the Foundation.
(d) Panamersa Monycard and Goldcard Privileges
Panamersa Monycard and Goldcard privileges are features that may be transferred to an account holder at any time by utilizing the Money Transfer interface within the PDR Exchange. Panamersa Monycards represent Liquid Assets, and will be charged, issued, and processed by an affiliated prepaid debit card service provider, which can be changed at any time. The account holder will be responsible for any charges or fees associated with the use of Monycards, including but not limited to any fees associated with charging, issuing, or utilizing the card. Panamersa Goldcards represent gold, and can be issued upon request to any beneficiary who holds one or more Gold PDR within the Foundation. Goldcards may be carried with the beneficiary anywhere in the world, and will be the equivalent of carrying gold in their pocket. The beneficiary can call upon the Foundation at any time to purchase the gold that has been transferred to the card, at the current market rate. When the proceeds from the sale are transferred to the Goldcard, the beneficiary can effectively utilize the Goldcard in the same manner as a Monycard. Monycards and Goldcards will be affiliated with the Maestro, Cirrus, and Interlink networks, and unique PIN numbers will be issued to the beneficiary when each card is activated.
Liability for Unauthorized Use of Monycards or Goldcards. I agree not to disclose or otherwise make my card or PIN available to others. And, I agree to tell the PDR Exchange, the Foundation, or its affiliated debit card service provider IMMEDIATELY if I believe that my Monycard, Goldcard, or PIN has been lost or stolen. Monycards and Goldcards may be replaced when given proper notification, but the beneficiary will be responsible for any additional fees associated with issuing a new card. The PDR Exchange, the Foundation, and their affiliates will not be liable for any financial Losses associated with the loss or otherwise negligent use of any Monycard or Goldcard.
ATM Safety. I agree to exercise safety and discretion when using ATM's. If I notice any suspicious circumstances, then I will not use the ATM. If anything suspicious occurs while I am using an ATM, then I will cancel my transaction and leave. I will make certain to be aware of my surroundings at all times when using the ATM, and I will avoid using any ATM at night, in the dark, or in isolated areas. At night, I will park near the ATM, I will make certain the ATM is in a well lit area, and I will have someone accompany me whenever possible. I will not accept assistance from anyone while using the ATM, I will not display my cash, and I will make certain to save all of my transaction slips. I will always secure my Monycard or Goldcard just like I would my cash, checks and credit cards. I will report all crimes to the ATM operator and local law enforcement officials immediately. The PDR Exchange does not guarantee my safety while using an ATM.
(e) Wire Transfers and Loan Disbursements
Wire Transfers and Loan Disbursements are not currently available. This section will be updated if and when such services become available.
(f) Personal Information
The PDR Exchange will not disclose any personal information from any beneficiary of Fundacion Pan America to anyone outside of the Foundation Council. Further information can be found in the PDR Exchange Privacy Policy.
(g) Termination of Accounts
I may close my account at anytime, with written or oral notice to the PDR Exchange and the Foundation. The PDR Exchange and/or the Foundation reserve(s) the right to terminate my account or to block my access to the PDR Exchange without notice, for any reason or for no reason. The terms and conditions of this Agreement will survive the termination of my account and will continue to apply to any disputed or other remaining matters involving my relationship with the PDR Exchange and the Foundation. After the termination of my account, I will remain liable to the PDR Exchange and/or the Foundation for payment of any indebtedness with, or obligation to, the PDR Exchange and/or the Foundation, plus interest as provided under this Agreement, to be specified by the PDR Exchange and/or the Foundation at the time, and based upon the specific circumstances, of the debt or obligation.
(h) Transfer of Assets
I may transfer assets to another beneficiary of the Foundation or to a third party, at any time, by submitting a written or oral asset transfer request to the PDR Exchange and/or the Foundation. If I submit notice to the PDR Exchange, I authorize the PDR Exchange to act on my behalf to initiate a transfer of assets from my account to the account of another designated beneficiary of the Foundation. Any transfer of assets to a third party will have to be coordinated solely by the Foundation. Once the PDR Exchange and/or the Foundation receive(s) an asset transfer request in good order, the PDR Exchange and/or the Foundation will initiate the asset transfer either to the account of the designated beneficiary or to the third party. The PDR Exchange and the Foundation are not liable for any Losses that I may sustain in connection with the Asset Transfer. It is my responsibility to ensure that my instructions are accurate before submitting a transfer request to the PDR Exchange or the Foundation. A transfer request cannot be amended or canceled after it has been initiated. However, the PDR Exchange and the Foundation may in their sole discretion attempt to abide by a subsequent request for a change to a transfer request, but it is not obligated to do so, and the PDR Exchange and the Foundation will not be liable for any Losses that arise out of or relate to an attempt to amend or cancel a transfer request. I understand that any erroneous, mismatched, or incomplete identifying information on an incoming or outgoing transfer may result in such transfer being rejected, lost, posted to an incorrect account, or returned to the originating account without notice to me, and I agree to indemnify and hold the PDR Exchange, the Foundation, and their affiliates harmless from and against any Losses arising out of or relating to any erroneous, mismatched, or incomplete identifying information on a transfer.
4. PDR Exchange Services
I ACKNOWLEDGE THAT I AM SOLELY RESPONSIBLE, AND ASSUME FULL RESPONSIBILITY, FOR DETERMINING THE SUITABILITY OF MY INVESTMENT STRATEGIES AND DECISIONS. I UNDERSTAND THAT THE PDR EXCHANGE ASSUMES NO RESPONSIBILITY FOR, AND WILL HAVE NO LIABILITY FOR THE RESULTS OF, MY INVESTMENT STRATEGIES, TRANSACTIONS AND DECISIONS.
(a) The PDR Exchange Provides No Advice Unless Specified in Writing
Unless otherwise specified in writing, the PDR Exchange will not, and has no responsibility to, provide me with any legal, tax, estate planning or accounting advice or advice regarding the suitability, profitability or appropriateness of any investment, financial product, investment strategy or other matter. I acknowledge that the employees of the PDR Exchange are not generally authorized to give any such advice, and I will neither solicit nor rely on any investment advice from any PDR Exchange employee. Unless otherwise specified, any information provided through the PDR Exchange will not be used or considered by me as a recommendation that I buy, sell or hold any particular investment or pursue any particular investment strategy.
(b) Transaction Confirmations
Confirmation of all completed transactions will be available in My Activities section, while confirmation of all fulfilled and pending orders will be available in My Orders section, of the PDR Exchange interface. It is my responsibility to review all confirmations of transactions immediately, whenever they become available. I will notify the PDR Exchange of any inaccuracies with, or objection to, the terms of a confirmation within two (2) days of my receipt of such confirmation. I understand that the PDR Exchange is entitled to treat the terms of such confirmation as accurate and conclusive unless I object within two (2) days of receipt. In all cases, the PDR Exchange reserves the right to determine the validity of my objection. If I object to a transaction for any reason, I understand that I will attempt to limit any Losses that may result from such transaction, and will bear sole responsibility for any Losses that are sustained from my negligence associated with reporting inaccuracies or limiting further Losses, even if my objection to the initial transaction is determined to be valid.
(c) Account Statements, Notices and Other Communications
I acknowledge and understand that, for privacy purposes, the PDR Exchange is not obligated to and generally will not provide any written account statements, status reports, or confirmations, as well as any other documentation related to my account at either the PDR Exchange or the Foundation. The PDR Exchange will forward to me any and all notices and other communications related to my account, by sending such notices and other communications to the message box within my account and/or the email address that I have specified. I understand that such notices will be considered good and effective delivery to me, regardless of whether or not they are actually or timely received or accessed, unless the PDR Exchange actually receives a rejected email delivery notice or other notice to the contrary. It is my responsibility to read any notices that have been posted to the message box within my account or to my email account, as well as to update the PDR Exchange as to any change to the email address that I have specified. Oral delivery of any notice or communication will be considered delivered if left on an answering machine, voice mail box, or otherwise. I agree that I will waive all claims that result, and accept all liability for Losses that I sustain, from any failure to receive notices or communications that have been outlined in this section.
(d) Monitoring Communication
I acknowledge and understand that the PDR Exchange reserves the right to monitor or record any of my telephone conversations with the PDR Exchange for quality control purposes and for its own protection. The PDR Exchange may also monitor and record my use of the PDR Exchange and any other communications between the PDR Exchange and myself and may use the resulting information for internal purposes or where acceptable or required by law. I acknowledge and understand that the PDR Exchange does not have the obligation to record telephone calls, will not record every call, and cannot guarantee that any particular telephone conversation will be recorded, retained, or capable of being retrieved. The PDR Exchange, the Foundation, and their affiliates do not consent to the recording of telephone conversations by me or any third party, unless otherwise agreed to in writing.
(e) Information Available on the PDR Exchange
I understand that I am permitted to store, analyze, and print the information available in my account on the PDR Exchange for my sole use, as long as the information is not made public or accessible to any third party. I agree that I will not publish, transmit, or reproduce any information that is available on the PDR Exchange, in whole or in part, in any format to any third party without the express written consent of the PDR Exchange and/or the Foundation. I understand and agree that I will have sole access to my account, unless there is a joint account holder, and will not make my account accessible to any physical or nonphysical, third party entity, program, government, individual, or organization, other than myself and any joint account holder(s).
5. Trading Provisions
(a) Applicable Rules and Regulations
I understand that all transactions within my account on the PDR Exchange will be subject to the applicable laws, rules, regulations, and customs regarding financial transactions, trading, and banking in the Republic of Panama, as well as any and all terms, conditions, rules, policies, and provisions of the PDR Exchange and the Foundation. I understand that all transactions involving Securities PDR's will also be subject to the applicable laws, rules, and regulations of the countries in which the underlying securities are registered. I understand that, as an operating company of the Foundation, the PDR Exchange is supervised by the Foundation Council and the Protector, who are both overseen by Panamanian Law 25 of the 12th of June 1995, and all of its statutes, including the Ministry of the Treasury and the Ministry of Commerce and Industry. In no event will the PDR Exchange be obligated to violate any applicable law, rule, regulation, custom, term, condition, policy, or provision that it is subject to and/or regulated by.
(b) Responsibility for Orders
I understand that all orders to buy or sell PDR's will be authorized by me and will be executed as soon as possible, following the confirmation of my order. I understand that I am obligated to deliver any assets that have been sold from my account, and fully authorize the Foundation to transfer the beneficial ownership of any such assets on my behalf. I agree that I will not allow anyone other than myself, or any joint account holder, to access or trade from my account, and I will accept all liability for any Losses that are sustained due to my negligence in this regard. I acknowledge and understand that the PDR Exchange may prohibit or restrict my access to trading at any time, at its sole discretion and without prior notice.
(c) Execution Price for Market and Limit Orders
I understand that the Execution Price for my buy or sell order will reflect the current price in the marketplace, regardless of whether my order is placed as a market or limit order. I understand that the Execution Price for my orders may differ from the Market Price, and that any partially-filled orders may be executed at different prices. I understand that the PDR Exchange is not liable for any price fluctuations.
(d) Order Handling, Routing, Changes, and Cancel Requests
I understand that the PDR Exchange is fully-automated, and that all open orders will be handled and routed based upon the principle of best execution, with a hierarchy of value (ask price) and timing (when the order was placed). I understand that placing an order as “all-or-none” may alter the standard hierarchy. I also understand that, when the Foundation or companies that trade on the PDR Exchange make any PDR's available for trading on the Exchange, sell orders from individual investors will always take priority. I understand that order change or cancellation requests will be immediately processed by the PDR Exchange, although the execution of such requests cannot always be guaranteed. I agree that the PDR Exchange will not be liable if I am unable to change or cancel orders in a timely manner.
(e) Dividends or Interest
Any dividends or interest on investments, from companies that trade on the PDR Exchange, will be automatically credited to my PDR Exchange account. If any dividend or interest is issued by an investment that trades outside of the PDR Exchange, but has been made indirectly available for trading on the Exchange, I authorize the PDR Exchange to receive the dividend or interest on my behalf, and to appropriately credit my account shortly after the payable dates.
6. Other Provisions and Disclosures
(a) Modification of the Terms and Conditions or Service
I understand that the PDR Exchange may change any of the terms and conditions of this Agreement and/or eliminate any term or condition at anytime. The PDR Exchange reserves the right, but is not obligated, to notify me of any modifications to the Agreement by emailing a written notice to me. I understand that the standard method for notifying me of any modifications to the Agreement will be to post the information on the PDR Exchange website. I also agree that the PDR Exchange may change or update the services that it provides at anytime, and is not obligated to provide me with any notice of such a change.
I agree that use of the PDR Exchange after a change to either the Agreement or the Exchange will be considered acceptance of the change, whether or not I actually know of it, unless I initiate the closure of my account within fifteen (15) calendar days of the change. I understand that any changes that are required by law will be considered effective immediately.
(b) Severability, Waiver and Effectiveness
If any provision outlined by this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of the Agreement. Unless specifically permitted by the Agreement, no provision can be, nor will it be deemed to be, waived, altered, modified or amended, unless agreed to in writing and signed by an officer of the PDR Exchange.
(c) Non-Waiver
Any failure of the PDR Exchange to insist on strict compliance with this Agreement or any other course of conduct on its part will not be deemed a waiver of its rights under this Agreement.
(d) Power of Attorney
I agree and hereby irrevocably appoint the PDR Exchange, with full power as my true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the PDR Exchange deems necessary or advisable to accomplish the purposes of this Agreement.
(e) Power and Authority
If I am a natural person, I represent that I have attained the age of majority and have the legal capacity to enter into this Agreement and perform my obligations under it. If I am a legal entity, including a corporation, partnership, estate or trust, I represent that I have all of the necessary power and authority to execute and perform this Agreement and that the execution and performance of this Agreement will not cause me to violate any provisions in my charter, statutes, by-laws, partnership agreement, trust agreement or other constituent agreement or instrument. I further represent that this Agreement, as amended from time to time, is my legal, valid and binding obligation, enforceable against me in accordance with its terms. This Agreement supersedes any previous agreements that I may have with the PDR Exchange individually with regard to my account, to the extent that the subject matter is covered by this Agreement, unless otherwise specified in writing by the PDR Exchange.
(f) Headings
The headings for and within each provision of this Agreement are solely for descriptive purposes and will not be deemed to modify or qualify any of the rights or obligations set forth in each such provision. Unless otherwise specified, each term and condition within each provision is applicable to the PDR Exchange and the account holder as a whole, rather than limited to the specific provision under which it is outlined.
(g) Choice of Law and Venue
I understand that this Agreement will be deemed to have been made in Panama City, Panama, and will be construed, and the rights and liabilities of the parties determined, in accordance with the laws of Panama. I agree that it is up to the sole discretion of the PDR Exchange to assign any legal or non-legal challenge or disagreement that I may have with the PDR Exchange to an arbitration panel, selected by the PDR Exchange, for review and out-of-court settlement, with all meetings to take place in Panama City, Panama, unless otherwise specified by the PDR Exchange. If it is concluded that the case must be taken to court, I agree that the venue will be Panama City, Panama, under the laws of Panama, and that I will be responsible for any and all costs or fees that have been addressed in, or result from any violation of, this Agreement.
(h) Electronic Signatures
My intentional action of electronically signing this Agreement, the Account Application, or any other document on the PDR Exchange will be considered valid evidence of my consent to be legally bound by the terms of the document signed. Electronically sending and receiving documents on the PDR Exchange fully satisfies any requirements that they be provided in writing. I may retain a copy of any document that I electronically sign on the PDR Exchange. I am solely responsible for reviewing and understanding all of the terms and conditions in each document that I sign. I acknowledge and agree that the PDR Exchange can modify this Agreement at any time, and that it is my sole responsibility to consult the PDR Exchange website to keep up-to-date with any such modifications.
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