Ocree Capital Inc.
Client Account Agreement
This Agreement contains important information regarding the terms and conditions which apply to your account(s) with Ocree Capital Inc. (the “Firm” or “Ocree Capital”). By submitting a request to open one or more accounts at Ocree Capital, you are agreeing that you have read, understood and agree to the terms and conditions outlined in this Agreement.
In consideration of the Firm opening and maintaining one or more accounts (individually an Account and collectively, the Accounts) for you, you hereby make and agree to the representations, warranties, covenants and agreements with the Firm, as noted below. Unless otherwise specified, all references to “Accounts” shall be references to any account at the Firm.
Ocree Capital
Ocree Capital is a Canadian corporation, registered as an Exempt Market Dealer (EMD) pursuant to National Instrument 31-103 (Registration Requirements, Exemptions and Ongoing Registrant Obligations) in Ontario, British Columbia, and Alberta.
Ocree is a captive EMD, offering securities of related issuers to clients that are eligible to purchase exempt securities as qualifies investors. Ocree’s platform is specifically tailored to the commercial real estate industry, providing qualified investors with opportunities to invest directly in commercial real estate through fractionalized offerings.
Registration
You are registering as an Investor on the Ocree platform (the “Platform”) to be eligible to use our Platform and subscribe to Property Offerings. Only registered Investors can see all the information provided in the Property Offerings and make an investment.
To register as an Ocree Investor, you will be required to provide new account client information (“Account”). This includes Know Your Client Information (KYC), Anti-Money Laundering Information (AML), and accredited or eligible investor (“Qualified Investor”) information. Your account information also includes financial information, tax information, and any other information required to confirm your suitability as an investor and to be able to provide you with the services.
Unless otherwise disclosed, you hereby represent that if you are an individual, you reside in Canada except Quebec, you have reached the legal age in your province of residence, you are under no legal incapacity and you have sufficient knowledge and experience to understand the nature and risks of the products to be traded.
If you are a corporation, you represent that you have the power and capacity to enter into this Agreement and to effect the transactions contemplated herein and that the execution and delivery of this Agreement have been duly authorized.
You are not an insider, significant shareholder or reporting insider of a publicly traded company. If, however, you are or become an insider, significant shareholder or reporting insider of a publicly traded company, you will notify the Firm immediately. This requirement also applies if you or the account holder has trading authority for, control over, a financial interest in, and/or a beneficial ownership interest in, an account.
You will immediately advise the Firm if you acquire a controlling interest in or otherwise become an insider of any issuer whose securities are publicly traded on a stock exchange or other organized market that publishes the prices at which such securities are bought and sold or if any other information provided in the New Account Application form, which forms part of this Agreement, changes.
In most instances, in order to qualify as a Qualified Investor and participate as an Investor on our Platform, you must be an accredited investor or otherwise qualify under an exemption in National Instrument 45-106 – Prospectus and Registration Exemptions. You acknowledge, warrant, and agree that you will provide accurate and complete information to Ocree for the accurate determination of whether you qualify as a Qualified Investor and if you can participate as an Investor on our Platform.
Updating of Personal Information
When we receive new or updated personal information concerning your Account, we may put a hold on your Account in order to verify this information. We may also request supporting documentation so that we can confirm updated or new information. We may maintain the hold on your Account until your updated or new personal information can be confirmed. We may extend the maximum hold period if we have reasonable grounds to believe there may be illegal or fraudulent activity in relation to an Account.
Applicable Rules and Regulations
All transactions made for your Account will be subject to the applicable laws and regulations, by-laws, regulations, rules, policies and customs governing the markets and to all laws, regulations and orders of any applicable governmental or regulatory authorities (collectively, Applicable Rules and Regulations).
Prohibited Uses
You will not and will not permit others to use or access your Account in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of your Account or the Firm, or for any purpose or in any manner not expressly permitted in this Account Agreement. You will not access or use your Account for the purpose of building a similar or competitive product or services. You will not use unauthorized computer algorithms to place trades or access your account. You will not use your Account for business activity related to the purchase or sale of illegal, controlled, or prohibited goods or services. You will not use your Account in connection with a person for whom it is prohibited by law to do so, including: (a) a person who is subject to economic or trade sanctions or is in a country that is subject to sanctions in Canada; (b) a person who is, or is alleged to be, a member of or associated with, a criminal
organization or persons who are known to be associated with a criminal organization, including any terrorists, terrorists groups, or any person known, or suspected by you, to be involved in terrorist activities; or (c) a person who is listed as a politically exposed person under applicable anti-bribery laws. The Firm reserves the right to cancel or suspend your Account, block transactions or freeze your funds, immediately and without notice if we determine that your Account is associated with or is or was used in violation of this section.
In addition, the Firm may cancel or suspend your Account, block transactions or freeze your funds, immediately and without notice, even if you are not in default of this agreement if, in our sole discretion:
there is unusual, improper, or suspicious activity;
you are or appear to be the victim of fraud or identity theft in order to prevent future losses;
we are required by law;
there is a dispute about, or it is uncertain to us, who is entitled to holdings in the Account;
we have reasonable grounds to believe that you did or may commit fraud, used or will use the account for any unlawful purpose, or caused or will cause us a loss;
you operate the Account in an unsatisfactory manner or contrary to our policies; or
you violate the terms of any agreement applicable to the Account or any related service.
Suitability Determination
You acknowledge receipt of the Firm’s Relationship Disclosure Document, which describes the products and services that we will provide to you. You acknowledge that the Firm will not provide any recommendations to you, however the Firm will be making a suitability determination of trades based on information provided by you when accepting orders from you. You alone will be responsible for your own investment decisions. The Firm will contact you if your proposed purchase reaches certain thresholds or risk tolerance when accepting orders from you.
The Firm does not provide financial, legal, tax or investment advice or recommendations.
Operation of Your Account
The Firm has the right to determine at its discretion whether or not to accept and execute any order or instruction for your Account. The Firm will credit to your Account any interest, dividends or other monies received in respect of securities held in your Account and any monies (net of all charges) received as proceeds from transactions for your Account, and will debit from your Account any amounts owing by you to the Firm pursuant to this Agreement. The Firm will maintain a record of receipts and deliveries of securities and your resulting positions in your Account.
Your Account may be subject to limits on the amounts that you may trade within a certain time period, as determined by the Firm. Such limits may vary depending on whatever factors that we determine are relevant. The Firm reserves the right to change any limits on your Account in its sole discretion.
Electronic Trading
By undertaking transactions on an electronic trading system, you will be exposed to risks associated with the system, including the failure of hardware and software. The result may be that your order is not executed according to your instructions or not executed at all. Your ability to recover losses attributable to trading on a market using an electronic trading system may be limited to less than the amount of your total loss. Account Identification
You understand that the Firm will provide you with an identification number setting out the Account number for each Account you open. This number will be used as a means of identifying you in placing instructions.
Passwords
You agree that you are solely responsible for the confidentiality and security of your login names, Account numbers, and passwords. You agree not to disclose your passwords to any person and keep them secure. You further agree that you are responsible for all instructions entered through and under your login names, passwords, and Account numbers, and any instructions received by the Firm. All instructions shall be deemed to be made at the time received by the Firm, and in the form received. You acknowledge that your passwords are unique to you and that we do not have access to them.
The Firm and its affiliates are not responsible for unauthorized access to Accounts online or losses that occur as a result of you voluntarily disclosing login names, Account numbers or passwords, or the careless or improper handling, storing or disclosure by you of this Information. In the event of loss, theft, misuse or compromise of your login names, Account numbers or passwords, you must notify Ocree as soon as reasonably possible.
Settlement and Payment of Transaction Charges
You must have sufficient funds in your Account at the time of placing your order. Full and timely settlement will be made for each Transaction for your Account. You will pay to the Firm any charges, rates or fees, if applicable, in respect of each transaction at the Firm’s prevailing rates, as established from time to time, and will pay to the Firm all other applicable transaction charges and fees, Charges, rates and fees are set forth in the Firm’s Fee Schedule as amended from time to time. The Fee Schedule is available on the Platform. You authorize the Firm to withdraw any applicable fees directly from your Account. For greater certainty, any withdrawal contemplated hereunder will be based on the aggregate value of all of your Accounts.
You will be responsible for all obligations arising out of the Account, including those authorized by any person you have appointed as your authorized agent, and all obligations under any agreement or agreement for access to services provided by third parties, including any affiliate that is controlled by, or under common control with, the Firm.
Trusted Contact Person and Temporary Holds - applicable to individuals only
You may provide the Firm with the name and contact information for a person whom you consider to be trustworthy and is familiar with your personal circumstances (Trusted Contact Person). You agree that the Firm may contact your Trusted Contact Person to protect your financial interests
when the Firm has reasonable grounds to be concerned about your personal or financial well-being. This includes concerns about your mental capacity, concerns that you may be the victim of fraud, exploitation or financial abuse or if the Firm needs help locating you or your legal representative. The Firm has the option to contact the Trusted Contact Person, but the Firm is not obligated to do so. If the Firm contacts the Trusted Contact Person, the Firm will disclose personal and confidential information about you and your Account only as the Firm considers necessary or helpful to secure assistance for you or to protect you from fraud, exploitation or financial abuse regarding your Account.
You agree to notify the Firm immediately of any change in the contact information of your Trusted Contact Person. You may change your Trusted Contact Person at any time by updating your Trusted Contact Person information. The Firm will rely on the most recent Trusted Contact Person information received from you. The Firm has no obligation to confirm this information.
You acknowledge that the Firm may place a temporary hold on your Account or a particular transaction if the Firm suspects that you are being financially exploited or if the Firm has concerns about your mental capacity to make decisions involving financial matters. The Firm will notify you of such temporary hold and will notify you again within 30 days of placing the temporary hold and within every subsequent 30 days until the temporary hold is revoked. The Firm may also contact your Trusted Contact Person and/or your legal representative(s) to discuss the circumstances around placing or lifting a temporary hold and you consent to the Firm seeking additional information from your Trusted Contact Person and/or your legal representative(s) in respect of your capacity and any circumstances that have led or may lead to a temporary hold. The Firm may consider whether temporary holds should be placed on other Account(s) that you have with the Firm and may share any information with its affiliates.
Joint Account and Authority of Each Client
If a joint Account is opened, the liabilities and obligations hereunder will be joint and several. By signing this Agreement each of the joint Account holders represents that the joint Account holders have full power and authority, acting individually or collectively, on behalf of all the joint Account holders, without notice to any other joint Account holder, to direct the Firm to take any action whatsoever with respect to the Account and the Firm is authorized and directed to act upon the instructions of any one of the clients with respect to the Account. The Firm may deliver, deposit, withdraw, transfer in or transfer out of the joint Account, any securities, money or other property relating to the Account. The Firm may deliver any communications of any kind, including contracts of purchase and sale, to any one of the clients without notice to any other joint Account holder.
Liability of Joint Account Holders
The joint Account holders are jointly and severally liable to the Firm for any debts, obligations or liabilities arising in connection with the Account. Each joint Account holder jointly and severally agrees to indemnify and hold the Firm harmless from, and to promptly pay the Firm on demand, any and all losses arising from the joint Account or any debit balance due thereon. As continuing collateral security for the payment of such debts, obligations or liabilities, which are now or which
may in the future be owing by each joint Account holder to the Firm, each joint Account holder pledges to the Firm all of the joint Account holders’ collateral, whether held in the Account or in any other Account with the Firm in which any of the joint Account holders have an interest and whether or not any amount owing relates to the collateral pledged. This security is in addition to and not in substitution for the rights and remedies the Firm otherwise would have.
Joint Account with Right of Survivorship
Unless the joint Account holder notifies the Firm otherwise, the joint Account will be held by the joint Account holders jointly with right of survivorship and not as tenants-in-common. In the event of the death of any of either of the joint Account holders, the entire beneficial interest in the joint Account shall vest in the surviving joint Account holders on the same terms and conditions as held. The death of one of the joint Account holders will in no way affect the right of the surviving joint Account holders to withdraw all monies and to take delivery of all securities held in the joint Account, subject to compliance with all applicable laws relating to succession duties and estate and inheritance taxes.
Death or Departure of a Joint Account Holder
In the event of the death to departure of a joint Account holder:
The surviving joint Account holders will immediately give the Firm written notice thereof;
The Firm is authorized prior to the receipt of the written notice of the decedent’s death to execute orders and deal with and for the Account as though the death had not occurred;
The Firm is authorized prior to or after the receipt of the written notice of the decedent’s death, to take such proceedings, require such estate tax and succession duties, waivers and consents to be provided by the surviving joint Account holders, retain such portion of the joint Account or restrict Transactions in the joint Account as the Firm may, in its sole discretion, consider advisable to protect the Firm against any tax, liability, penalty or loss under any present or future laws or otherwise; and,
The estate of the decedent and each surviving joint Account holders will continue to be liable to the Firm, jointly and severally, for any debts, obligations, liabilities or losses in respect of the Account, including, without limitation, those resulting from the completion of Transactions initiated prior to the receipt by the Firm of the written notice of the decedent’s death or incurred in the liquidation of the joint Account or the adjustment of the interests of the joint Account holders.
Communications
Communications include notices, demands, reports, statements and confirmations. Communications may be sent to you at the address given in your application as a mailing address, or at such other address as you may designate. All communications sent, whether by prepaid mail, e-mail or otherwise, will be considered delivered to you personally, whether you actually receive them or not.
You authorize and direct the Firm to accept all transactions, orders and instructions for your Account based on instructions received from you or any other person who has been properly authorized to give instructions in respect of your Account. You will be solely responsible for the accuracy of any instructions and associated communications given. All transactions, orders and instructions are subject to the Firm’s prior approval. Transactions, orders and instructions will only be processed or acted upon if your Account is in good standing, and you have sufficient funds to complete the Transaction. The Firm may request additional confirmation of any transaction, order or instruction before executing or acting on same. For our mutual protection, the Firm keeps records of all transactions, orders and instructions received from you.
Every report, confirmation and statement or other communication sent by the Firm to you will be considered final and will be deemed to have been acknowledged as correct, approved and consented to by you unless you (i) in the case of confirmations, object to the confirmation on the date of notification by telephone or in writing within 10 days of delivery; or (ii) in the case of statements, in writing within 30 days of delivery.
Upon receipt from the Firm of any statement, you will examine the statement immediately and notify the Firm in writing immediately of any errors or objections to the statement.
If you do not notify the Firm of any errors or objections within 30 days from the date appearing on your statement, the information and balances shown in the statement will be accepted by you as correct. The Firm will be released from all claims by you in connection with the statement or any action taken or not taken by the Firm regarding your Account.
If you notify the Firm outside the 30-day period of (a) errors or discrepancies in any statement, or (b) any action taken or not taken by the Firm regarding your Account, and the Firm undertakes an investigation of your claim, we may charge an investigation fee designated by the Firm from time to time plus related expenses.
Consent to Electronic Delivery of Documents
You confirm that you have the technical resources (computer, mobile device, software and any other equipment) needed to receive and read materials sent by the Firm to the e-mail address indicated in the application form or posted on the mobile application.
You acknowledge that it is your sole responsibility to inform the Firm of any changes with respect to the e-mail address where the materials are sent by the Firm and to maintain up-to-date login details to the platform/website.
We do not guarantee the confidentiality of any communications made by you through your Account. We do not guarantee the security of any data you transmit over the Internet or public networks in connection with your use of our services.
You acknowledge that you are solely liable and that the Firm can in no way be held liable for any equipment failure, disruption of any electronic delivery, computer virus, disruption of internet service or any other means of electronic delivery, or any damages, loss or expenses that you or a
third party may sustain or incur following instructions given by you to deliver the materials by electronic means.
Consent to Electronic Retention and Destruction of Documents
Documentation related to your Account may, at our discretion, be retained by us electronically and the original or originals destroyed. You hereby consent, pursuant to applicable electronic commerce legislation and otherwise, to such documentation being retained by us solely in electronic form and to the destruction of the original or originals. You further agree that the electronic record of your Account documentation is admissible in any legal, administrative, regulatory, self-regulatory or other proceeding as conclusive evidence of the accuracy and completeness of its contents and your agreement to the terms and conditions contained therein in the same manner as the original or originals. In connection with the foregoing, you consent to and waive any right to object to the use, provision, acceptance, enforcement or introduction into evidence in any proceeding of any electronic copy of your Account documentation.
Limitation of Liability
The Firm and its affiliates will not be liable for any act done in good faith or for the good faith omission to act in connection with the service provided to you. Furthermore, if it appears to the Firm that any customer is using or contemplating the use of an Account for purchase and sale activities in a manner or with effect that, in the sole judgment and discretion of the Firm, is not in the best interests of the Firm, its affiliates or its customers, then the Firm may decline to process any transaction on your behalf. You agree that the Firm cannot assure a profit or protect against a loss on the shares purchased through your Account(s) with the Firm. You agree that the Firm and its affiliates will not be liable for any loss or damage resulting from a cause over which the Firm or its affiliates do not have direct or indirect control, including but not limited to the failure of computer, electronic or mechanical equipment or communication lines, the Internet, telephone or other interconnect problems, unauthorized access, government restrictions, theft, operator errors, severe weather, earthquakes, suspension of trading, wars, floods and strikes or other labour problems.
The Firm and its affiliates will not be responsible for any loss caused, directly or indirectly, by:
Government restrictions, exchange, securities commission or market rulings, trading suspensions or restrictions of trading
Failure of any person to release and deliver any securities or make any payments to us for you.
Any cause beyond our reasonable control including: any act of God, fire, act of government or state, order of any court, war, civil commotion, insurrection, embargo, industrial action, act or regulation of any governmental or supranational bodies or authorities, prevention from or hindrance in obtaining any energy or other supplies, late or mistaken delivery or payment by any financial institution or counterparty, breakdown, malfunction or failure of transmission, communication or computer facilities, the failure of any relevant broker, custodian, agent, nominee, dealer, exchange, clearing house or regulatory or self-regulatory organization, for any reason, to perform its obligations.
The Firm and its affiliates will not have any liability to you for any consequential, incidental, indirect or any similar damages. By agreement, you unconditionally waive any right you may have to claim or recover any such damages, even if you have informed us of the possibility or likelihood of such damages.
Referral Arrangements
The Firm may enter into referral arrangements with affiliated or non-affiliated registrants and non-registrants, some of which are related registrants to the Firm, so that we may provide services and products to referred clients. We may pay a referral fee to the referrer. The referral arrangement will be the subject of, and governed by, a written agreement, which the parties will enter into prior to implementation of the referral. In this case, details of the manner in which the referral fee is calculated and the party to whom it is paid will be provided to you. It is illegal for the party receiving the fee to trade or advise in Securities if it is not duly licensed or registered under applicable securities legislation to do so. Any fees and expenses paid by referred clients remain the same regardless of any referral fee paid by the Firm to the referrer. We will inform all referred clients under a referral arrangement.
The Firm may also receive a referral fee for referring its clients to other service providers.
Commissions
Ocree and its affiliates may receive commissions or other compensation from third parties, including, without limitation, with respect to the sale of securities of limited partnership units.
Third-Party Service Providers
You understand and agree that: