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Airwallex Capital US LLC Customer Agreement


Last updated: 8 December 2025

AIRWALLEX CAPITAL US LLC CUSTOMER AGREEMENT

EFFECTIVE DATE: December 8, 2025

This brokerage customer agreement ("Agreement") sets out the comprehensive terms and conditions governing the brokerage account ("Account") relationship between you ("Customer," "you," or "your") and Airwallex Capital US LLC ("Airwallex Capital", “we”, or “our”), a U.S. broker-dealer registered with the Securities and Exchange Commission ("SEC"), and a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC").

BY AGREEING TO THIS AGREEMENT AND OPENING OR USING AN ACCOUNT, YOU EXPRESSLY AGREE TO THE TERMS OF THIS AGREEMENT AND ANY OTHER DOCUMENTS INCORPORATED INTO IT, INCLUDING ALL RISK DISCLOSURES. IF YOU REQUEST OTHER SERVICES PROVIDED BY AIRWALLEX CAPITAL THAT REQUIRE YOU TO AGREE TO SPECIFIC TERMS AND CONDITIONS ELECTRONICALLY (THROUGH CLICKS OR OTHER ACTIONS) OR OTHERWISE, SUCH TERMS AND CONDITIONS WILL BE DEEMED AN AMENDMENT AND WILL BE INCORPORATED INTO AND MADE PART OF THIS AGREEMENT.  THIS AGREEMENT AND ITS TERMS MAY BE SUPPLEMENTED OR AMENDED FROM TIME TO TIME BY AIRWALLEX BY NOTICE TO YOU, AND SUCH NOTICE REQUIREMENT MAY BE SATISFIED BY THE REVISED TERMS BEING POSTED ON THE AIRWALLEX WEBSITE, AND YOU AGREE TO CHECK FOR UPDATES TO THIS AGREEMENT. BY CONTINUING TO MAINTAIN ANY ACCOUNT OR ACCESS ANY SERVICES WITHOUT OBJECTING TO ANY REVISED TERMS OF THIS AGREEMENT, YOU ARE DEEMED TO ACCEPT THE TERMS OF THE REVISED AGREEMENT AND WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. 

CLICKING OR TAPPING "SUBMIT APPLICATION," "AGREE," OR ANY SIMILAR BUTTON OR ACKNOWLEDGEMENT IS LEGALLY EQUIVALENT TO MANUALLY SIGNING THIS AGREEMENT, AND YOU WILL BE LEGALLY BOUND BY THIS AGREEMENT.

THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 22. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS CLAUSE.

By entering into this Agreement, you acknowledge receipt of the Airwallex Capital Business Continuity Plan Summary and Airwallex Capital Fee Schedule,, which are incorporated by reference into this Agreement. You also acknowledge that you received and can access the Airwallex Privacy Policy and the JPMorgan U.S. Government Money Market Fund OGVXX (Capital Share Class) prospectus.


Section 1: Definitions

DEFINITIONS

In this Agreement, the following terms shall have the meanings set forth below:

  • Acceptable Use Policy: The terms and conditions applicable to use of the Webapp (defined below) and the Airwallex Platform (defined below) as set out on our website www.airwallex.com.

  • Account: The brokerage account opened with Airwallex Capital through which you can access and use the Services (defined below).

  • Airwallex Platform: The proprietary technology and associated products (including but not limited to those found on the Webapp (defined below)) devised by Airwallex Capital and its affiliates to provide customers with Services under this Agreement.

  • Applicable Law: In any jurisdiction in which the Services are performed, any and all applicable laws, regulations, guidance, binding courts cases, and industry standards.

  • Airwallex U.S.: Airwallex U.S. LLC, an affiliated entity.

  • Business Day: Any day other than a Saturday, Sunday, or a holiday observed by the U.S. financial markets .

  • Buy Order: An instruction from you to us to buy Units in a Fund issued by the Fund Manager on your behalf at the price issued at the next applicable Unit Price (aka subscription of units).

  • Confidential Information: Includes this Agreement and information relating to it (other than Transaction data), or provided pursuant to it, that is designated as "confidential" or which by its nature is clearly confidential, howsoever presented, whether in oral, physical or electronic form and which is disclosed by one Party to another hereunder, including (but not limited to) pricing and specifications relating to the Services (defined below).

  • Customer Funds: The funds that you instruct Airwallex Capital to invest.

  • Cut-off Time: The close of trading for the Business Day.

  • Fund: means any money market fund that we may make available as part of the Services.

  • Fund Manager: means the professional asset manager the relevant Fund.

  • Investment Instructions: The instructions you provide to Airwallex Capital through the Platform to transact in or otherwise manage your investments.

  • Investment Products: The financial instruments or products made available through the Platform  for investment.

  • Personal Data: means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable.

  • Platform: The online interface, website, or application provided by Airwallex Capital through which you can access the Services .

  • Sell Order: means an instruction from you to us to redeem Units in a Fund held in your Investment Account on your behalf at the price issued at the next available Net Asset Valuation.

  • Services: The investment services provided by Airwallex Capital.

  • Transaction: The transactions carried out for and on behalf of you in connection with this Agreement, including without limitation the purchase or sale of securities, and the disposition of funds.

  • Unit: means either the unit in a Fund which represents your participation in and associated rights with respect to a Fund.

  • Unit Price: The value of Units in a Fund issued by the Fund Manager.

  • Webapp: means the user interface that the Customer and its Authorised Users may use to access the Airwallex Platform and the Services.

SECTION 1: INTRODUCTION AND ROLE OF AIRWALLEX CAPITAL

1.1. Airwallex Capital as Carrying Broker: You understand and agree that Airwallex Capital acts as a carrying broker. Airwallex Capital is responsible for the clearing, settlement, custody, recordkeeping, and safeguarding of all funds and securities in your Account.

1.2. Self-Directed Account: Your Account is self-directed. You are solely responsible for:

  • Any and all orders placed in your Account and for all your investment decisions.

  • Determining the suitability, merits, and risks of any particular transaction, security, or investment strategy.

1.3. No Investment Advice or Recommendations: You agree and understand that Airwallex Capital does not provide any investment advice or recommend any particular security, transaction, or strategy, nor will it advise you about the merits of any action or investment decision relating to your Account or any security you hold. Airwallex Capital does not provide tax, legal, financial, investment, or accounting advice. You are advised to obtain your own, independent tax, legal, financial, investing, or accounting advice. 

1.4. Applicable Laws: All transactions and services provided in connection with your Account are subject to Applicable Law, including all federal securities laws, rules, and regulations, the applicable rules of FINRA, the rules, regulations, customs, and usages of the exchange, market, or clearing house where transactions are executed, and all other applicable state and federal laws.

1.5. Affiliated Entities: Airwallex Capital is affiliated with Airwallex US, a payments entity, and other corporate affiliates. You consent to Airwallex Capital sharing information with such affiliates as permitted by Applicable Law and the Airwallex Privacy Policy. You must have an Airwallex U.S. account in good standing to use the Services.


SECTION 2: CUSTOMER REPRESENTATIONS, WARRANTIES, AND DISCLOSURES

2.1. Accuracy of Information: You represent and warrant that all information provided to Airwallex Capital, whether in your application or subsequently, is complete, true, accurate, and correct. You must promptly notify Airwallex Capital in writing of any changes to this information within ten (10) days.

2.2. Eligibility and Capacity: You represent and warrant that:

  • You are at least 18 years old and are of legal age under the laws of the jurisdiction where you reside.

  • You have the legal authority to enter into this Agreement and use the Account.

  • You have authority to sign this Agreement and to open this Account.

2.3. Regulatory Status: You represent and warrant that, unless otherwise disclosed in writing and approved by Airwallex Capital:

  • Neither you nor any member of your immediate family is an employee of any exchange, self-regulatory organization, broker-dealer, bank, trust company, or insurance company.

  • You are not a “Securities Professional”(as defined by industry rules) and you are using the Account solely for your business use.

  • You are not an officer, director, or 10% stockholder of any publicly traded company.

2.4. Regulatory Certifications (KYC, AML, OFAC, PEP): To help the government fight the funding of terrorism and money laundering activities, federal law requires Airwallex Capital to obtain, verify, and record information that identifies each person who opens an account.

  • You agree to provide Airwallex Capital with identifying information such as your name, residential address, date of birth, social security number (or taxpayer identification number), and other identifying information as requested by Airwallex Capital.

  • You certify that you are not designated by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") as a Specially Designated National ("SDN") and that you will not use the Account in a manner that would violate U.S. sanctions laws.

  • You represent and warrant that you are not a “Politically Exposed Person” as defined by industry rules ("PEP"). If you are or become a PEP, you agree to immediately notify Airwallex Capital and subject yourself to any due diligence measures deemed appropriate. 

  • You agree that Airwallex U.S. may share Due Diligence Information (as defined in your agreement with Airwallex U.S.) with Airwallex Capital for the purpose of obtaining, verifying, and recording information in connection with your Account.

2.5. Account Application: You must satisfactorily complete Airwallex Capital’s account application process, Airwallex Capital must approve your account, and you must provide complete and accurate information in connection with the account application process. You agree to promptly notify Airwallex Capital of any changes to the information that you provided in the account application process. Airwallex Capital reserves the right to accept or reject your application to open an Account at its sole discretion.

2.6. Review of Account Documents: It is your responsibility to review order execution confirmations and Account statements (collectively, “Account Documents”) promptly upon receipt. Account Documents are binding on you unless you notify Airwallex Capital of an objection within two (2) days of a confirmation being sent or ten (10) days of an Account statement being sent. If you object to a transaction, you are obligated to take action to limit any resulting losses.

2.7 Authorized User: You may appoint an Authorised User to act on your behalf to conduct certain transactions or give instructions to Airwallex under this Agreement. You must set up each Authorised User with a User Profile and promptly provide Airwallex Capital with contact or identifying details of any of the proposed Authorised Users as Airwallex Capital may reasonably request. The Customer will ensure that the Authorised Users comply with this Agreement, and references to 'Customer', 'you' and 'your' shall (where the context requires) be read as including its Authorised Users. Airwallex Capital will receive instructions from the Authorised User(s) through the Platform. The Customer agrees that: (a) the Authorised Users have the authority and capacity to provide instructions for the provision of Services to Airwallex Capital on the Customer's behalf; (b) Airwallex Capital will rely on the authority of the Authorised User, and the Customer will be bound by the actions of the Authorised Users, until the Customer provides Airwallex Capital with written notice withdrawing or otherwise varying the authority of an Authorised User; (c) the Customer is responsible for ensuring that the appropriate person(s) is (or are) accorded the necessary authority to act as the Authorised Users; (d) Airwallex Capital may refuse access to the Authorised User(s) if Airwallex Capital is concerned about unauthorised or fraudulent access; and (e) the Customer will promptly report to Airwallex Capital any infringements or unauthorised access to the Airwallex Platform, including the Webapp, or any Service. The Customer must now allow anyone other than an Authorized User to use the Services on its behalf. Using our Services to invest on the behalf of third parties will constitute a breach of this Agreement.

2.8 Airwallex Profile: Before using the Services, you must register with Airwallex U.S. and create an Airwallex Profile. Your Airwallex Profile provides you with access to the Services through the Webapp.

2.9 Agreement Access: You should download a copy of this Agreement and keep it for future reference, or you can reference the current version of it anytime on our website at www.airwallex.com. 

2.10 Communications: If we need to send you information in a form that you can keep, we will either send you an email or provide information on our website or via the Airwallex Platform that you can download. Please keep copies of all communications that we send to you.

2.11 Contact: You can contact us by: (a) emailing us at: [email protected]; and (b) sending mail to us at: Airwallex, 188 Spear Street, 9th Floor, San Francisco, CA 94105 (Attn: Legal Department); or (c) sending us a message through the contact links on our website www.airwallex.com. We will contact you using the contact details you provided when you registered or such other contact details that you provide to us from time to time – please keep these up to date. By using our Services, you agree to receive electronic communications from us.

2.12 Airwallex U.S.: You must have an Airwallex U.S. account in good standing in order to become a customer of Airwallex Capital U.S.


SECTION 3: CUSTODY, SECURITY INTEREST, AND LIQUIDATION RIGHTS

3.1. Security Interest and Lien: As the Carrying Broker, Airwallex Capital holds, carries, and maintains all property (including all monies, securities, and contracts) in your Account. You agree that all property now or hereafter held, carried or maintained by Airwallex Capital in your Account shall be subject to a first and prior lien and security interest for the discharge of all your indebtedness, debit balances, liabilities, or other obligations to Airwallex Capital, whenever or however arising.

3.2. Right of Offset: You authorize Airwallex Capital to recover amounts you owe, and to debit, charge, or otherwise exercise a right of offset to recover funds from the balance in your account, any external bank or money transmitter account linked to your account, or any account you own with an affiliate of Airwallex Capital, including Airwallex U.S. or any other affiliate. You authorize Airwallex Capital to settle any negative balances or debts owed to it or any of its affiliates by liquidating or otherwise transferring any assets in your Account to satisfy such obligations. This right of offset survives the termination of this Agreement.

3.3. Right to Liquidate and Close Transactions: Airwallex Capital reserves the right, in its sole discretion and without notice or demand for additional collateral, to sell, assign, and deliver any or all securities in your account, or cancel or close any open orders or transactions, for the protection of Airwallex Capital or to satisfy any deficiency, debit, or other Obligation owed to Airwallex Capital. Any prior demand, call, or notice is not a waiver of this right to sell or buy without demand, call, or notice. 

3.4. Liquidation Event:. The right to liquidate may be exercised when, but not limited to, the following occurs:

  • The equity level in your Account falls below required minimums.

  • Sufficient funds or securities are not deposited to pay for transactions.

  • Your company no longer exists, or a bankruptcy petition is filed by or against you.

3.5. Allocation and Manner of Sale: In the event of a liquidation, Airwallex Capital may choose which securities to buy or sell, which transactions to close, and the sequence and timing of liquidation, and may take such actions on whatever exchange or market and in whatever manner, including public auction or private sale, Airwallex Capital chooses in the exercise of its business judgment. You agree not to hold Airwallex Capital liable for the choice or timing of liquidation. 


SECTION 4: TRADING, EXECUTION, AND MARKET RISKS

4.1. Order Acceptance: Airwallex Capital reserves the right to require full payment in cleared funds prior to the acceptance of any order. You agree to pay for purchases immediately or on Airwallex Capital's demand. Airwallex Capital may refuse to execute any securities transaction for you at any time and for any reason. 

4.2. Market Volatility and Execution Price: You understand that the execution price you receive may differ from the quote provided at the entry of an order, especially during periods of high volume, illiquidity, fast movement, or volatility in the marketplace. Airwallex Capital is not liable for any price fluctuations. You accept the risk that the price you pay or receive may be significantly higher or lower than anticipated. 

4.3. Order Types: You understand that all orders are market orders, and you agree to pay or receive the net asset value at the time your order is executed. 

4.4. Acceptance of Risk: You acknowledge that all investments are subject to risks, including the possible loss of principal. Airwallex Capital does not guarantee any specific rate of return on your investments.  The value of investments can fluctuate, and past performance is not indicative of future results. Although the Funds seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Funds is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund sponsors are not required to reimburse the Funds for losses, and you should not expect that the sponsor will provide financial support to the Funds at any time, including during periods of market stress.

4.5. Prospectus: You agree that you will not submit an investment order unless you have first received and can access the prospectus for that investment. You further confirm that you have read and understood the respective Funds’ prospectuses, and that you will review each of these documents each time you submit a buy order. You also confirm that you will meet and will continue to meet all the requirements in order to invest in each relevant Fund, and will notify us as soon as you are unable to meet the requirements therein.

4.6 Availability of Funds: You understand that to make investments, you must have sufficient Customer Funds.

4.7 Trade Orders: You will submit Investment Instructions only through the Platform. To purchase Units of a Fund, you will submit Investing Instructions to transfer money from an account with Airwallex U.S. to your Account, and a corresponding subsequent submission of a Buy Order for a Unit(s) of a Fund, and the amount of this Buy Order will be equal to the amount that you transferred from your Airwallex U.S. account. The Buy Order will only be submitted once Airwallex Capital has received the deposit of your funds in your Account. To sell Units of a Fund, you will submit a Sell Order, and instruct us to transfer the resulting funds to your account with Airwallex U.S. We will generally transfer the resultant funds to your Airwallex U.S. account once we receive them from the Fund via the redemption.

Airwallex Capital will use commercially reasonable efforts to execute your Investment Instructions promptly, subject to market conditions and the terms and conditions of the relevant Investment Products. Airwallex Capital is not responsible for any delays or failures in executing your instructions that are beyond its reasonable control. You agree to indemnify Airwallex Capital against any and all losses, claims, proceedings, damages, costs, and expenses (including legal costs on a full indemnity basis) incurred or sustained by Airwallex Capital arising out of or in connection with any instruction from you or your use of your Investment Account. Airwallex Capital has full discretion to act or not act on your Investing Instructions, and is not required to provide you with reasons for not complying with your Investing Instructions. You acknowledge that Airwallex Capital only makes available a limited universe of Investing Products.

4.8 Trade Confirmations: You will receive confirmation of your executed Investment Instructions through the Platform. It is your responsibility to review these confirmations and promptly report any discrepancies to Airwallex Capital.

4.9 Changes to Investment Products: Airwallex Capital reserves the right to add, remove, or modify the Investment Products available through the Platform at any time, subject to applicable laws and regulations.

4.10 Additional Terms: By using the Services, you also agree to any additional terms specific to the Services you use (“Additional Terms”).

4.11 Restrictions: Airwallex Capital may place interim or permanent restrictions on the use of all or any part of the Services for any reason, subject to Applicable Law. Such restrictions will be communicated to the Customer at a reasonable period after the restriction is put in place.

4.12 Decline to Enter Transaction: Airwallex Capital may, at our absolute discretion (such discretion not to be exercised in an unreasonable manner), with or without giving any reason therefore, decline to enter into any transaction or provide any or all of the Services to you.

4.13 Delegation: We are authorized to engage the services of, and delegate the performance of any part of the Services or all or any of our functions, powers, discretion, privileges, and duties under this Agreement to any person or agent (including any Affiliate) who may act as our nominee, principal, or agent to us or you. We will exercise reasonable care in the selection of such person, but we shall have no responsibility for any action, omission, negligence, or default of any such person and you agree to assume full risk in relation to such person’s performance.

4.14 Short Selling: You shall not give any Instructions for sale of securities which you do not own (i.e., there is no short-selling).

4.15 Changes in Time of Price: There may be delays in price communication or execution due to factors such as exchanges restraints, technical issues, or rapid changes in the price of securities. Airwallex Capital may not always be able to trade at the prices or rates quoted at any specific time. Airwallex Capital shall not be liable for any loss arising by reason of its failing, or being unable, to comply with the terms of any order undertaken on your behalf or under circumstances beyond Airwallex Capital’s control. Where Airwallex Capital is for any reason whatsoever unable to perform your order in full, it may in its discretion effect partial performance only. You shall in any event accept and be bound by the outcome when any request to execute orders is made. There may also be occasions where the Webapp or the Platform are inaccessible and you are unable to place Investing Instructions, and you agree via this Agreement that Airwallex Capital nor its affiliates have no responsibility, liability, or obligation with respect to any losses arising from such technical issues or failure.

4.16 Timing of Trades: We shall undertake best efforts to ensure that your Investing Instructions will beexecuted at the close of the Business Day that they were provided. Any Investing Instructions received on a trading day after the Cut-off Time, or on a non-trading day, will be carried forward to the next trading day. You accept full responsibility for any Investing Instructions that we execute. In acting on Investing Instructions, we shall be allowed such amount of time as may be reasonable having regard to our systems and operations and the other circumstances then prevailing and shall not be liable for any loss arising from any delay on our part in acting on such Instruction. Your submission of an order prior to the Cut-off Time shall not guarantee that the respective order is executed on the same Business Day.

4.17 Manner of Investing Instructions: You can only provide Airwallex Capital Investing Instructions via the Webapp. Airwallex Capital may act on such Investing Instructions which Airwallex Capital reasonably believes to come from you or provided on your behalf without any duty to further verify the capacity of the person giving the Investing Instructions. Airwallex Capital shall not be responsible for the non-performance of its obligations hereunder due to any cause beyond its control, including, without limitation, transmission or computer delays, system (software or hardware), server or connection failure, interruption, delay in transmission, computer virus, destructive or corrupting code, agent program or macros, errors or omissions, strikes and similar industrial action, or the failure of any dealer, exchange, or clearing house to perform its obligations. You hereby confirm and agree that you shall be responsible to Airwallex Capital for all Investing Instructions, indebtedness, and any other obligations made or entered into by your or an Authorized User.

4.18 Instructions Amendments: You may request to cancel or amend your Investing Instructions, but we may at our absolute discretion (to be exercised reasonably) refuse to accept any such request as consistent with Applicable Law. Investing Instructions may be cancelled or amended only before execution. In the case of full or partial execution of your Investing Instructions before cancellation has been accepted by us, you agree to accept full responsibility for the executed Transactions (and any costs and expenses related thereto) and we shall incur no liability in connection with them. You also agree to accept full responsibility for any costs or expenses incurred as a result of any cancellation (whether or not the Investing Instruction has been fully or partially executed).

4.19 Interpretation: Where any Investing Investing Instruction is ambiguous or is in conflict with any other Investing Instruction, we shall be entitled, but not obliged, to rely and act on any such Investing Instruction in accordance with any reasonable interpretation that Airwallex Capital believes in good faith to be the correct interpretation.

4.20 Priority in Trades: Subject to Applicable Laws, we may in our absolute discretion determine the priority in the executions of the orders received from our clients, and you shall not have any claim of priority to another client in relation to the execution of any Investing Instructions received by us.

4.21 Suspension: We may at any time, at our absolute discretion and without prior notice to you, suspend, prohibit, or restrict your ability to give Investing Instructions in your Account.

4.22 Settlement: With respect to Transactions, you agree that you shall pay Airwallex Capital cleared funds for Buy Orders,  or deliver securities in deliverable form for Sell Orders in accordance with your Investing Instructions.

4.23 Agent: Airwallex Capital typically submits your Buy Orders and Sell Orders to the Fund as your agent. In general, if the Fund accepts the order: (i) in the case of a Buy Order, Airwallex Capital will receive the Units and hold them as your custodian, and you will be reflected on Airwallex Capital’s records as the beneficial owner of the Units; (ii) in the case of a Sell Order, Airwallex Capital will assist you to redeem the Units with the Fund.

4.24 Rounding: You agree that, because Airwallex Capital and the trading systems used to purchase the Funds only support calculation of units and prices up to certain decimal places, you may, as a result of rounding issues in processing Transactions, receive a slightly lesser quantity of Units than you otherwise would have received had such rounding not occurred. We may (but shall not be obliged to) make whole such shortfalls by gifting or transferring the relevant quantity of Units to you equivalent to the shortfalls, at no extra cost to you. You shall have no entitlement to such excess Units, and they may be re-allocated to our other clients to make up for their shortfalls or otherwise dealt with as we see fit. You further authorize Airwallex Capital to, in its sole discretion, gift or transfer any Units to others clients provided that we may do so for the purpose of making whole any shortfall in other clients’ holdings of the same Funds resulting from rounding issues that have caused other clients to receive a lesser quantity of such Units than they otherwise would have had if such rounding had not occurred.

4.25 Net Valuation: Airwallex Capital will update the value of the Units held in your Investment Account following each publication of the Net Asset Valuation of the Fund by the Fund Manager.

4.26 Corrections: If Airwallex Capital makes an error that results in the incorrect submission of a Buy Order or Sell Order, we shall use best efforts to correct it through actions such as by crediting your Account.

4.27 Fund Manager Rejection: If the Fund Manager rejects a trade order, we shall undertake best efforts to inform you. We shall not be responsible for any loss caused in connection with such failed execution or any delay in informing you.

4.28 Indebtedness: For so long as there exists any indebtedness owed by you to Airwallex Capital, Airwallex Capital may refuse any withdrawal of money in the Account and you shall not without the consent of Airwallex Capital withdraw any such money.

4.29 Dividend Reinvestment: By entering into this Agreement, you affirm that you direct Airwallex Capital to reinvest any and all of your dividends into the investment that generated the dividend, with the exception that Airwallex Capital may not reinvest your dividends when your Account has zero balance.

4.30 SIPC: Airwallex Capital is a member of SIPC, which protects securities customers of its members up to $500,000 (including $250,000 for claims for cash). Explanatory brochure available upon request or at www.sipc.org.


SECTION 5: FEES

5.1. Disclosure of Fees: Airwallex Capital will provide you with a separate schedule of fees and charges applicable to the Services, which may be updated from time to time. You agree to pay all applicable fees and charges as outlined in the fee schedule.

5.2. Deduction of Fees: The Airwallex Yield fee is accrued daily and deducted once a month from your monthly dividend generated from the fund. The monthly dividend you receive is net of Airwallex fees. Through your consent to this Agreement, you hereby direct Airwallex Capital to credit your dividend net of Airwallex Capital’s fees.

5.3. Changes to Fees: Airwallex Capital reserves the right to change its fees and charges at any time. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised fees.

5.4 Commissions and Fees: You agree to pay to Airwallex Capital all applicable commissions or charges payable on all Transactions at the rates established from time to time by Airwallex Capital. You also agree to reimburse Airwallex Capital on a full indemnity basis for all applicable charges Airwallex Capital may impose additional charges for special services furnished at your request. You agree to pay to Airwallex Capital any other reasonable fees and charges imposed by Airwallex Capital from time to time for the Services.

5.5 Interest on Indebtedness: Airwallex Capital shall be entitled to charge interest on all or any of your indebtedness (including interest accruing after a judgment debt is obtained against you) at such rates and intervals as Airwallex Capital may in its discretion decide, and these rates and intervals may be changed at Airwallex Capital’s discretion. 


SECTION 6: DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION

6.1. Disclaimer of Warranties: The services are provided on an "as is," "as available" basis without warranties of any kind, express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, other than those warranties that are implied by and incapable of exclusion under Applicable Laws.

Past performance is no guarantee of future results. All investments involve risk, including loss of principal.

6.2. Limitation of Liability for Service Interruptions: Airwallex Capital does not guarantee that its systems and operational channels will be available and error-free every minute of the day. 

AIRWALLEX CAPITAL, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") WILL NOT BE RESPONSIBLE TO YOU OR TO THIRD PARTIES FOR ANY LOSSES YOU INCUR BY REASON OF INTERRUPTIONS OF SERVICE or system failure, except where such loss results from the Indemnified Parties' violation of this Agreement, Applicable Laws, or applicable standards of conduct. 

6.3. Extraordinary Events (Force Majeure): To the extent permitted by Applicable Law, the Indemnified Parties will not be responsible for any losses you incur by reason of extraordinary events outside of their control including, but not limited to, government or market restrictions, suspensions of trading, high market volatility or trading volume, armed conflicts, natural disasters, power outages, network or system failures, or unforeseeable software or hardware malfunctions.

6.4. Customer Indemnification: You agree to indemnify, defend, and hold harmless the Indemnified Parties from all Losses (meaning claims, damages, actions, demands, investment losses, or other losses, as well as any costs, charges, attorneys' fees, or other fees or expenses) that result from:

  • Any noncompliance by you with any terms of this Agreement.

  • Any third-party actions related to your use of the platform or services.

  • Your or your agent's misrepresentation, act, or omission.

  • Indemnified Parties following your instructions.

  • Any losses arising out of or relating to any Fraudulent Event (as defined below). 

This indemnity does not seek indemnification for costs or penalties resulting from the Indemnified Parties' own violation of the securities laws or FINRA Rules.


SECTION 7: ACCOUNT SECURITY AND COMMUNICATIONS

7.1. Account Security: You are solely responsible for monitoring and safeguarding your Account, including your username, password, and the safety and security of any electronic devices ("Device") through which you access your Account.

7.2. Potential Fraudulent Event.

You agree to immediately notify Airwallex capital (in any event within 24 hours) if you become aware of: (i) any loss, theft, or unauthorized use of your Account or Device, or (ii) any inaccurate information in or relating to your Account balances, positions, or transaction history. 

7.3. Trusted Contact Person: You understand that, pursuant to FINRA regulations, Airwallex Capital is authorized to contact the Trusted Contact Person designated for your Account to address possible fraud or financial exploitation, to confirm contact information, or for other permitted reasons. 

7.4. Electronic Delivery Consent: You consent to electronic delivery of all Account Documents, including notices, disclosures, statements, confirmations, prospectuses, and amendments to this Agreement. You agree that electronic delivery via the platform, email, or website posting is considered delivered to you personally when sent or posted. 

7.5. Recording and Monitoring: You understand and agree that Airwallex Capital or our third-party service providers acting on our behalf may record and monitor any telephone or electronic communications with you. You understand that not all communications are recorded and Airwallex Capital does not guarantee that recordings will be retained or capable of being retrieved. 


SECTION 8: MISCELLANEOUS PROVISIONS

8.1. Governing Law: This Agreement and all transactions made in your Account shall be governed by the laws of the state of California, except to the extent governed by the federal securities laws, FINRA Rules, and the regulations, customs, and usage of the exchanges or market on which transactions are executed. 

8.2. Binding Effect; Assignment: This Agreement shall bind your heirs, assigns, executors, successors, conservators, and administrators. You may not assign this Agreement without Airwallex Capital's prior written consent. Airwallex Capital may assign, sell, or transfer your Account and this Agreement, or any portion thereof, at any time, without your prior consent.

8.3. Amendment: Airwallex Capital may at any time amend this Agreement and any other agreement or document incorporated or referenced herein without prior notice to you. The current version of the Agreement will be posted on the Airwallex Capital website, and your continued Account activity after such amendment constitutes your agreement to be bound by all then-in-effect amendments. 

8.4. Costs of Collection: You are liable for all losses, including reasonable attorneys' fees and expenses, incurred and payable by Airwallex Capital in the collection of a debit balance or any unpaid deficiency in any of your Accounts. 


SECTION 9: INTELLECTUAL PROPERTY

9.1. Ownership: The Platform and all content, features, and functionality thereof (including but not limited to software, text, graphics, logos, and designs) are owned by Airwallex Capital, its affiliates, or its licensors, and are protected by copyright, trademark, and other intellectual property laws.

9.2. Limited License: Airwallex Capital grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purpose of using the Services in accordance with this Agreement.

9.3. Restrictions: You shall not: (a) modify, adapt, translate, reverse engineer, decompile, or disassemble the Platform; (b) reproduce, duplicate, copy, sell, resell, or exploit any portion of the Platform without the express written consent of Airwallex Capital; (c) use any robot, spider, scraper, or other automated means to access the Platform; or (d) remove or alter any copyright, trademark, or other proprietary notices displayed on the Platform.


SECTION 10: COMMUNICATIONS

10.1 Electronic Communications: You agree to receive communications from Airwallex Capital electronically, including but not limited to emails, notifications through the Platform, and updates posted on our website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

10.2. Your Responsibility: It is your responsibility to maintain a valid and accessible email address and to regularly check for communications from Airwallex Capital.


SECTION 11: TERMINATION

11.1. Termination by You: You may terminate the Services and close your Account at any time if there are no outstanding transactions or Investment Instructions between you and Airwallex Capital. The method to close your Account is by providing written notice to Airwallex Capital through the designated channels on the Platform.

11.2. Termination by Airwallex Capital: Airwallex Capital may terminate the Services and close your Account at any time in its sole discretion, with or without cause. 

11.3 Effect of Termination: Upon termination of this Agreement, your access to the Services will cease. Any outstanding investment positions will be liquidated in accordance with the terms and conditions of the relevant Investment Products, and the proceeds, less any applicable fees and charges, will be transferred from your Account.


SECTION 12: SUSPENSION

12.1 Suspension by Airwallex Capital: Airwallex Capital may suspend, freeze, or terminate your Account, including the provision of Services or your access to all or any part of the Services without prior notice or consent from you if:

(i) We decide at our complete discretion to discontinue such Service(s) on a temporary or permanent basis;

(ii) You breach any part of this Agreement;

(iii) Your Account has recorded no trading activities or holds no asset for a period to be determined at our discretion;

(iv) We are required to do so by Applicable Law;

(v) Your Account is involved with illegal or sanctioned entities or activity. 

12.2 Reactivation: Airwallex Capital may reactivate your Account from suspension at its discretion.


SECTION 13: COMPLAINTS

13. COMPLAINTS

Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. 


SECTION 14: NOTICES

14.1 Notice to Airwallex Capital: The Parties agree that any notice to be given under or in connection with this Agreement to Airwallex Capital shall be in writing and shall be served as follows (or otherwise as notified by Airwallex Capital to you from time to time):

(a) by email to [email protected];

(b) by mail to Airwallex Capital, 188 Spear Street, 9th Floor, San Francisco, CA 94105 (Attn: Legal Department.

14.2. Format of Notice: The Parties agree that any notice to be given under or in connection with these Terms to you shall be in writing and shall be served as follows (or otherwise as notified by you from time to time through the Airwallex Platform):

(a) by mail to any mailing address we have recorded for you in your Airwallex Profile;

(b) by email to the email address we have recorded for you in your Airwallex Profile;

(c) by other electronic communication (such as by sending you an electronic message and referring you to a notice available for viewing or to download online or in Webapp using phone or other written records we have recorded for you in your Airwallex Profile.

14.3 Email: Where you provide an email address, we may send notices to and rely on the authenticity of communications we receive from that email address as being from and binding on you. You must ensure only you and persons with authority to act on your behalf have access to your email addresses, that they are kept secure and that you contact us immediately if you become aware or suspect any relevant unauthorised use or security compromise.

14.4. Notice Timing:  Notices sent by email or other electronic communication shall be deemed to be received on the day on which the communication is sent, provided that (i) any notice sent after 4pmET on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 9:00amET on the next Business Day. Notices sent by mail shall be deemed to be received seven (7) days after the letter is posted.


SECTION 15: COMPLIANCE WITH APPLICABLE LAW

15.1. Applicable Law: All Transactions shall be subject to this Agreement and all Applicable Law. In the event of a conflict between this Agreement and Applicable Law, Applicable Law shall prevail. Airwallex Capital may take action to ensure compliance with Applicable Law. If any provisions of this Agreement are or become inconsistent with Applicable Law, such provision shall be deemed to be rescinded or modified in accordance with any such Applicable Law, and the rest of the Agreement shall remain in full force and effect.


16. STATEMENTS AND TRADE CONFIRMATIONS

16.1. Trade Confirmations: We will send your trade confirmations in connection with your Transactions to your email address of record within the applicable time period required by Applicable Law.

16.2. Statements: We will send a statement for your Account as required by Applicable Law. This statement will summarize your Transactions for the previous month. We may not send you a statement under certain circumstances, such as if you have no funds in your Account or Transactions for the month.

16.3. Review of Communications: You are responsible for reviewing all trade confirmations and statements and promptly raising any objections. We reserve the right to determine the validity of your objection. You agree that we may rectify any clerical errors that have been made at any time without notice.

16.4. Electronic Receipt: Subject to Applicable Law, you agree to receive any communication from Airwallex Capital, including trade confirmations and statements, in electronic form. 

16.5 Valuations: You acknowledge that information related to your Account, such as valuations or overviews, are provided on a reasonable efforts basis and should not be relied upon with regards to the liquidation value of any given position.

16.6 Tax Statements: You acknowledge that we will send you any required tax statements via electronic form.


17 CUSTODY

17.1 Ancillary Services: Airwallex Capital shall provide certain services to you, including the administration involved in the buying and selling of Units on your behalf, maintaining adequate and appropriate organisational arrangements, maintaining a complete and accurate internal ledger, and collecting on your behalf any income and accruing from your investments.

17.2 Holding of Assets: We will identify, record, and hold all customers’ assets separately from any of our own assets, and in such a manner that the identity and location of customers’ assets are identifiable. Your investments may be pooled with those of other clients for administrative reasons, but the investments owned by you will always be clearly identified in our records. Where we commingle your investments with those of other customers, you acknowledge that your interest in the investments may not be identifiable by separate certificates, or other physical documents or equivalent electronic records, and we shall maintain records of your interest in the investments that have been commingled.

17.3 Lien:  We will have a general lien over all investments in your Account until the satisfaction of your liabilities to us. We may, without prior notice, enforce such general lien over your Account.

17.4 Dividends: If we shall credit your Account when we receive dividends for any investments. 

17.5 Not a Bank: Airwallex Capital is not a bank, and therefore FDIC insurance does not apply. 

17.6 Voting Rights: Airwallex Capital shall have no voting rights, and shall not vote in connection with the investments in your Account. 


18. PRE-CREDITING

18.1 Pre-Crediting: As separately agreed to by you and Airwallex U.S., Airwallex U.S. may, but is not required to, pre-credit your account at Airwallex U.S. in the event that you successfully submit Investing Instructions for a Sell Order and instruct for us to transfer the resulting funds to your Airwallex U.S. account, in the good faith expectation that payment will be received in due course from Airwallex Capital. But in the event that this payment is not received, Airwallex U.S. reserves the right to rectify the customer's account balance and will not be responsible for any losses.


19. AIRWALLEX U.S.

19.1: Airwallex U.S.: Airwallex U.S. is a money transmission provider, while Airwallex Capital provides its brokerage services under its membership with FINRA.

19.2: Regulatory Protections:  The regulatory protections available to the customer based on Airwallex Capital’s services under the U.S. securities laws will not apply to the services that Airwallex U.S provides under its licenses, and vice versa. 

19.3 Airwallex U.S. Account: You must have and maintain an Airwallex U.S. account in good standing in order to be a customer of Airwallex Capital. If your Airwallex U.S. account is closed for any reason, this will be treated as a termination, and your Account will be closed, and your assets will be transferred out of your Account. 


20: TERMINATION

20.1. Termination by You: You may terminate the Services and close your Account at any time if there are no outstanding transactions or Investment Instructions between you and Airwallex Capital. The method to close your Account is by providing written notice to Airwallex Capital through the designated channels on the Platform.

20.2. Termination by Airwallex: Airwallex Capital may terminate the Services and close your Account at any time, with or without cause. 

20.3 Effect of Termination: Upon termination of this Agreement, your access to the Services will cease. Any outstanding investment positions will be liquidated in accordance with the terms and conditions of the relevant Investment Products, and the proceeds, less any applicable fees and charges, will be transferred from your Account to your account at Airwallex U.S. Airwallex Capital may collect any amount that you owe us as part of this termination procedure.


21: PRE-DISPUTE ARBITRATION CLAUSE

21.1: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE.  By signing an arbitration agreement the parties agree as follows:

(1) 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.

(2) Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.

(3) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(4) 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.

(5) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

(6) 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.

(7) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

21.2: Arbitration Agreement: Any controversy or claim arising out of or relating to this Agreement, any other agreement between you and Airwallex Capital, any Account established hereunder, or any transaction therein, shall be settled by ARBITRATION BEFORE FINRA DISPUTE RESOLUTION, INC. ("FINRA DR") in accordance with the rules of FINRA DR. 

21.3: Waiver of Jury Trial: 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. 

21.4: Limitations of Arbitration.

  • 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. 

21.5: Class Action Waiver.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute 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: (i) the class certification is denied; or (ii) the class is decertified; or (iii) 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.

21.6: Foreign Residents.

If you are a foreign national, non-resident alien, or if you do not reside in the United States, you agree to waive your right to file an action against Airwallex Capital in any foreign venue.