Legal Information
PYGG B.V. is granted license 0136TRUSTRP under the National Ordinance on the Supervision of Trust Service Providers (NOST) and holder of foreign exchange license 41338. PYGG B.V. can be found in the online register of supervised institutions of the Central Bank of Curacao and Sint Maarten.
PYGG Securities Co. B.V. is granted licenses 0004LSI and 0011LAM under the National Ordinance on the Supervision of Securities Intermediaries & Asset Management Companies (NOSSIAM) and holder of foreign exchange license 41550. PYGG Securities Co. B.V. can be found in the online register of supervised institutions of the Central Bank of Curacao and Sint Maarten. Besides licensed be the Central Bank, PYGG Securities Co. B.V. is an approved member-broker of the Dutch Caribbean Securities Exchange (DCSX).
PYGG Corporate Finance B.V. is a DCSX approved listing advisor.
Article 1 – General
1. In these General Terms & Conditions, the following definitions apply:
a. Professional regulations: the professional rules and rules of conduct governing PYGG and/or its Employees.
b. Documents: all information or data provided by the Client to PYGG, and all data produced or collected by PYGG in the context of the execution of the Engagement / Agreement, whether or not recorded on material and/or virtual data carriers and whether or not deposited at third parties.
c. PYGG: PYGG B.V., PYGG Securities Co. B.V., and PYGG Corporate Finance B.V.
d. Employee: a natural person employed by or associated with PYGG, whether on the basis of an employment agreement, including partners and managing directors.
e. Engagement / Agreement: the agreement in which PYGG undertakes to provide certain Services for the Client.
f. Client(s): the natural person(s) and/or the legal entity/entities who/that has/have requested PYGG to provide certain Services and/or for whom/which PYGG provides/has provided Services.
g. Services: all services rendered by PYGG for the benefit of the Client and for which PYGG has received and accepted an Engagement as well as all services ensuing therefrom to be rendered by PYGG.
2. All Engagements shall be accepted and executed exclusively by PYGG and not by or on account of an Employee, regardless of whether the Client has provided the Engagement explicitly or tacitly to a specific Employee or specific Employees for the purpose of execution of such Engagement.
Article 2 – Applicability
1. These General Terms & Conditions shall apply to all legal relationships between PYGG and the Client.
2. Deviations in and additions to these General Terms & Conditions shall apply only if these are agreed explicitly and in writing in an Agreement or Engagement Letter signed by PYGG and the Client.
3. PYGG explicitly rejects the applicability of the general terms & conditions of the Client.
4. The natural persons and legal entities, who/which are involved directly or indirectly in the Services by or on behalf of PYGG in any manner, whether based on an employment agreement, can also invoke these General Terms & Conditions.
Article 3 – Conclusion of the Agreement
1. The Agreement shall be concluded at the time that PYGG receives the engagement letter signed by PYGG and the Client. The parties shall be free to prove that the Agreement was concluded in another manner.
2. The Agreement shall be entered into for an indefinite period, unless the content, nature or intention of the Engagement stipulates that it is entered into for a definite period.
3. Contrary to the provisions of 3.1, the Agreement shall be concluded only after the Client has complied with its obligation to provide information to PYGG resulting from the Know Your Customer (‘KYC’) and Anti Money Laundering (‘AML’) rules to which PYGG is bound and/or any similar legislation and regulations that will apply in the future. Also see Article 21 for further terms and conditions on Client Acceptance.
Article 4 – Client Data
1. The Client shall be obliged to provide in a timely manner and in the required format and required manner all Documents, which according to its opinion PYGG will need for providing the Services correctly.
2. The Client shall guarantee the accuracy, completeness, reliability, and legitimacy of the Documents provided by the Client, even if these Documents originate from third parties, in as far as it does not ensue otherwise from the nature of the Engagement.
3. In case PYGG electronically transmits information of and on behalf of the Client to third parties, the Client shall be considered the Party that has signed and transmitted the information concerned. The Client shall guarantee the accuracy, completeness and reliability of the electronically transmitted information referred to above.
4. PYGG shall be entitled to suspend Services until the Client has fulfilled its obligations referred to in 4.1 and 4.2.
5. The Client shall ensure that PYGG will be informed immediately about facts and circumstances that may be relevant for providing the Services correctly, including but not limited to changes in the legal structure and/or control structure within the Client and/or the group to which the Client belongs.
6. If the Client does not provide the Documents needed for providing the Services on time and/or accurately, resulting in additional costs, extra hours as well as any other damage or loss incurred by PYGG, these additional costs, extra hours and damage or loss shall be at the expense of the Client.
Article 5 – Provision of Services
1. PYGG shall execute the Engagement to the best of its abilities and with due observance of the applicable legislation and professional regulations. After the conclusion of the Agreement PYGG shall be entitled to amend the execution of the Engagement if the applicable legislation and professional regulations would require such. PYGG shall not be obliged to keep the Client informed about amendments in the legislation and regulations that relate to the Services and come into effect after executing the Services.
2. PYGG determines in which manner the Engagement will be executed and by which Employee(s).
3. Should the Client wish to involve third parties in the execution of the Engagement, the Client will only do so in agreement with PYGG. PYGG is entitled to involve third parties in the execution of the Engagement, unless otherwise agreed explicitly and in writing.
4. PYGG may provide Services beyond the scope of the Engagement and charge these to the Client, if these Services result from any legislation or professional regulations applicable to the Engagement.
5. If PYGG provides Services at the site of the Client, the Client shall ensure a suitable workplace that complies with the statutory occupational health and safety standards and all other relevant regulations that apply to working conditions. In that case, the Client should provide office space and other facilities, which PYGG deems necessary or useful for execution of the Engagement and that comply with all applicable statutory requirements. Regarding the facilities / computer facilities provided, the Client shall be obliged to ensure continuity by means of adequate backup, security, virus-protection procedures, etc.
Article 6 – Electronic Communication
1. During the execution of the Engagement the Client and PYGG can communicate with each other by means of electronic resources and/or make use of electronic storage (including but not limited to cloud storage), networks, applications, or other electronic systems.
2. In case of doubt regarding the content or transmission of electronic communication, the data extracted from PYGG’s computer systems shall be decisive.
3. PYGG shall not be liable for any loss or damage incurred by the Client due to the use of electronic means of communication, including but not limited to loss or damage due to non-delivery or delay in delivery of electronic communication, omissions, distortion, interception or manipulation of electronic communication by third parties or by software/hardware used for sending, receiving or processing electronic communication, transmission of viruses, and non-functioning or not properly functioning of the telecommunication network or other means required for electronic communication, except for loss or damage that is the result of gross negligence or intent by PYGG.
4. In addition to the previous paragraph, PYGG shall not be liable for any damage resulting from or in connection with drafting, filing and/or issuing electronic documents based on prescribed methods and/or applications, including but not limited to formats or portals of third parties.
5. Client and PYGG agree to accept electronic signatures on Documents in the manner and via the tools offered by PYGG and in accordance with the relevant rules and regulations applicable to PYGG in this respect.
Article 7 – Confidentiality
1. PYGG shall be obliged to handle the Client’s confidential Documents provided by or on behalf of the Client towards third parties that are not Clients involved in the execution of the Services in confidentiality. This obligation does not apply if PYGG is obliged to publish information pursuant to law, any regulation of a supervising body to which PYGG is subjected, professional regulation applicable to PYGG or its Employees, a binding decision by a court or a government body, and/or if publication is required in the context of professional standards.
2. The Client agrees that PYGG shall process confidential information and personal data regarding the Client and/or persons, who work/worked at or for the Client or are connected to the Client, and its customers or third parties, including sharing these details with associated PYGG entities.
3. The obligation included in the first paragraph does not apply if said information is already or will become publicly disclosed unless such disclosure results from unauthorized disclosure by PYGG. In addition, the obligation shall not affect PYGG's right to submit the Documents referred to in the first paragraph to its external advisors, including insurers, subject to equal confidentiality obligations. Furthermore, PYGG shall be entitled to mention to potential Clients the name of the Client and an outline of the Services rendered to indicate PYGG's experience. PYGG shall also be entitled to use the numerical results obtained from processing for statistical or comparative purposes on the condition that these results cannot be traced to individual Clients.
4. PYGG shall not be entitled to use the Documents provided by the Client for purposes other than the one(s) for which the Documents was/were obtained, unless PYGG and/or its Employees act on their own behalf in a complaint or disciplinary, criminal, administrative, fiscal, or civil proceedings in which the information might be important.
5. Unless with PYGG's prior written consent, the Client shall not disclose the Engagement letter and its content, reports, advice, or other representations of PYGG or parts thereof (whether in writing) to third parties, if such statements were not drafted or made with the intention to provide third parties with the information contained in these statements. The shall apply except in case of a legal obligation to provide or publish these statements. Furthermore, the aforementioned shall not apply if the Client wants to provide or publish this information to its external advisors under equal confidentiality obligations.
6. PYGG and the Client shall impose their obligations pursuant to this article on the third parties that they engage.
7. In case the Client violates the provisions of Article 7, paragraph 5, the Client shall forfeit to PYGG an immediately payable penalty of USD 5000, which is not subject to mitigation, without warning or notice of default and without prejudice to PYGG's right to full compensation of loss or damage.
Article 8 – Intellectual Property
1. PYGG reserves all rights related to intellectual property rights. All intellectual property rights that PYGG uses or has used and/or develops or has developed during the execution of the Engagement by the Client, or resulting from such execution, belong to PYGG.
2. The Client is explicitly prohibited to multiply, publish or utilise products in which intellectual property rights of PYGG are vested and/or products in which intellectual property rights are vested of which PYGG has obtained the rights of use, including in this context but not limited to computer applications, system designs, procedures, advice, Agreements/ model Agreements, reports, templates, macros and other intellectual products in the widest sense.
3. The Client is not permitted to provide third parties with the products mentioned in the first paragraph without the prior written approval of PYGG in a different manner other than for obtaining an expert opinion regarding the execution of the Services by PYGG. In such cases, the Client shall impose its obligations pursuant to this article on the third parties it engages.
4. For providing the Services for the Client and/or PYGG’s other clients, PYGG shall be entitled to use and to further develop the knowledge, experience, and general skills that PYGG has obtained resulting from providing the Services.
5. In case the Client shall violate the prohibition included in this article, the Client acknowledges PYGG’s right to demand compensation.
Article 9 – Periods
1. If the Client and PYGG have agreed to a period/date within which the Engagement should be executed and the Client neglects (a) to make an advance payment, if agreed, or (b) to provide the necessary Documents on time, complete and in the required format and manner, the Client and PYGG shall enter consultation regarding a new period/date within which the Engagement should be executed. The aforementioned shall not affect PYGG’s right to suspend execution of the Engagement referred to in Article 4, paragraph 4.
2. Periods/terms within which the Services should be completed shall be deemed to be a final deadline only if the Client and PYGG have agreed to this explicitly and in writing.
3. Unless it has been established that execution of the Engagement is permanently impossible, the Client does not have the right to dissolve the Engagement due to a deadline being exceeded, unless PYGG does not or does not fully execute the Engagement within a reasonable period of which PYGG has been notified in writing after expiry of the agreed deadline.
Article 10 – Fees and Costs
1. If no fixed fee has been agreed upon, the Services provided by PYGG shall be charged to the Client based on the time spent and the costs incurred. Payment of the fee shall not depend on the results of the Services unless otherwise agreed. Travel time and accommodation costs shall be charged accordingly.
2. If a success fee has been agreed upon, such fee shall also be owed if the Engagement was not completed according to the original scope, but the transaction was completed in such a manner that the Client’s objectives were achieved in a similar manner. In case the Engagement is (prematurely) terminated, the Client shall nevertheless owe the success fee to PYGG if a transaction is completed with a party, which was directly or indirectly introduced by PYGG, within three (3) year after termination of the Engagement.
3. In addition to the fee, the costs incurred by PYGG and the invoices of third parties engaged by PYGG shall be charged to the Client. If required by law, value-added/turnover tax shall be charged separately over all amounts owed by the Client to PYGG.
4. PYGG shall be entitled to request an advance payment from the Client.
5. The amount invoiced by PYGG can deviate from previous estimates or quotations unless a fixed fee has explicitly been agreed upon in writing.
6. If the fee or prices are subject to change after the conclusion of the Agreement but before the Engagement has been fully executed, PYGG shall be entitled to adjust the agreed rate(s) accordingly, unless the Client and PYGG have agreed otherwise in writing.
7. PYGG reserves the right to adjust its fees on an annual basis.
Article 11 – Payment
1. Unless agreed otherwise, payment by the Client of the amounts owed to PYGG must be made within fourteen days after the invoice date and without the Client having any right to any deduction, reduction, or setoff. The day of payment shall be the day the amount is credited to the account of PYGG.
2. Complaints or objections with regards to the amounts invoiced shall not suspend the payment obligations of the Client.
3. If the Client has not paid on the day within the period referred to in the first paragraph, the Client shall be deemed in default by operation of law and PYGG shall be entitled to charge the statutory (commercial) interest as of this day.
4. If the Client has not paid within the period mentioned in the first paragraph, the Client shall be obliged to compensate PYGG for all the incurred judicial and extrajudicial cost/collection costs on the understanding that the incurred costs shall be at least 10% of the outstanding amount with a minimum of USD 100 excluding value- added/turnover tax. The reimbursement of the costs incurred will not be limited to any order to pay costs determined by the court.
5. In the event of a joint Engagement, the Clients shall be jointly and severally liable for payment of the invoice amount(s) and the interest(s) and costs owed.
6. At all times, the Client shall be obliged to furnish security/additional security immediately at the first request of PYGG in a form to be determined by PYGG, inter alia, if in the opinion of PYGG the financial position or the payment record of the Client provides grounds for this and/or if the Client fails to pay an advance or an invoice within the set payment period.
If the Client fails to furnish the required security, PYGG shall be entitled to suspend further execution of the Agreement without prejudice to its other rights and all amounts owed by the Client to PYGG for whatever reason shall be immediately due and payable.
Article 12 – Complaints
1. PYGG should be notified in writing by the Client about complaints regarding the provided Services and/or the invoice amount(s) within 30 days of dispatch of the Documents to which the complaint relates and/or within 30 days after the discovery of the shortcoming if the Client demonstrates that it could not reasonably discover the shortcoming earlier.
2. Complaints referred to in the first paragraph shall not suspend the payment obligation of the Client.
3. In case of a legitimate complaint, PYGG shall have the choice between adjusting the charged amount, rectifying or re-executing the rejected Services free of charge, or to no longer execute or not to execute the entire or partial Engagement against restitution in proportion to the fee that the Client has already paid.
Article 13 – Right of Suspension
1. PYGG shall be entitled, after carefully balancing of interests, to suspend the fulfilment of its obligations, including the handing over of Documents or other items to the Client or third parties, up to the time that all due and payable claims against the Client have been paid in full.
2. The first paragraph does not apply to the Client’s Documents that have not/not yet been processed by PYGG.
Article 14 – Premature Termination of Agreement
1. At all times, the Client and PYGG may terminate/may prematurely terminate the Agreement with due observance of a reasonable notice period.
2. Termination shall be made in writing.
3. Both the Client and PYGG shall be entitled to dissolve the Agreement only if:
a. the other party shall attributably fail to comply with an essential obligation pursuant to the Agreement and the other party shall be in default therefrom.
b. the other party is not able to pay its debts.
c. a trustee, administrator or liquidator has been appointed.
d. the other party reschedules its debts.
e. required pursuant to applicable laws and/or (professional) regulations.
4. In the event the Client has (prematurely) terminated the Engagement, PYGG shall be entitled to compensation for the capacity loss incurred and substantiated on its part as well as compensation for additional costs incurred by PYGG and costs resulting from any cancellation of engaged third parties (such as - inter alia – any costs regarding subcontracting).
Article 15 – Expiry Period
Unless these General Terms & Conditions stipulate otherwise, the rights of action and other rights of the Client of whatever nature with respect to the provision of Services by PYGG shall expire after one (1) year from the date on which the Client became aware or should reasonably have become aware of the existence of such rights.
Article 16 – Liability and Indemnity
1. The Client shall exercise any rights of action and recourse only against PYGG and not against Employees of PYGG.
2. PYGG shall not be liable for any consequential damage, trading loss or indirect damage resulting from any failure by PYGG to perform, perform in a timely manner or perform accurately.
3. PYGG shall not be liable for damage or loss caused by third parties that are engaged by PYGG. PYGG shall observe due care when it engages third parties.
4. PYGG shall not be liable for damage or loss to the Client due to the Client having provided PYGG with inaccurate or incomplete Documents.
5. The Client shall bear the risks in matters of damage to or loss of Documents, which are stored at PYGG or third parties, or damage to or loss of Documents during transport or dispatch, regardless of whether the Client had commissioned such storage, transport of dispatch.
6. PYGG shall only be liable towards the Client for damage or loss that is the direct result of attributable shortcomings or a series of related attributable shortcomings in executing the Engagement. This liability shall be limited to twice the fee charged to the Client for the shortcoming Services.
7. In any case the total compensation of the damage or loss to the Client shall not exceed USD 10,000 per attributable shortcoming unless – in view of the scope of the Engagement or the risks related to the Engagement – the Clients have reasons to deviate from this maximum at the time of conclusion of the Agreement. A series of related attributable shortcomings shall be considered a single attributable shortcoming.
8. The liability limitations mentioned in the sixth and seventh paragraph shall apply in full in case of liability towards multiple Clients. In such an event, PYGG shall pay all Clients jointly not more than the maximum amount that shall be paid out for the matter concerned for a single Client.
9. The liability limitations set out in this article shall not apply, if and as far as there is evidence of intention or conscious recklessness by PYGG or its executive management.
10. The Client shall indemnify PYGG against claims by third parties due to damage or loss due to the Client not having provided PYGG with Documents or has provided inaccurate or incomplete Documents.
11. The Client shall indemnify PYGG against claims by third parties (including PYGG’s Employees and third parties engaged by PYGG) that suffer damage or loss in connection with execution of the Engagement, resulting from actions or failures of the Client or resulting from unsafe situations in the Client’s company or organization.
Article 17 – Confidentiality and safekeeping
Relating to the Engagement, PYGG will keep a file. PYGG will take appropriate measures to guarantee the confidentiality and safekeeping of the file and to store the files during a period in accordance with professional standards and laws and (professional) regulations. The files are the property of PYGG.
Article 18 – Waiver of Rights
Non-enforcement of any right or power shall not affect or limit any right or power of PYGG under this Engagement. The waiver of any right or power laid down in or ensuing from any provision or condition of the Engagement must be given explicitly in writing.
Article 19 – Applicable Law
1. Curaçao law shall govern the Agreement.
2. All disputes shall be settled by the competent court in the district in which PYGG is established.
3. The clauses in paragraphs 1 and 2 of this article shall not affect the possibility to submit a complaint to PYGG itself and/or – if and as far as applicable – to submit a dispute to the disciplinary body of the professional organization of which the Client or PYGG is a member.
Article 20 – Repair Clause
1. If any of the provisions of these General Terms & Conditions or the underlying Engagement/Agreement might be wholly or partially null and void and/or invalid and/or unenforceable because of any statutory regulation, judicial decision, or otherwise, this will have no consequences whatsoever for the validity of these General Terms & Conditions or the underlying Engagement/Agreement.
2. If a clause of these General Terms & Conditions or the underlying Agreement/Engagement might not be valid for a reason referred to in the previous paragraph but would be valid if it would have a more limited scope or purport, such clause shall automatically be valid with the most far-reaching or largest limited scope or purport with which or in which it would be valid.
3. Subject to the clause in paragraph 2 and if so required, the parties can consult each other to agree upon new clauses, which shall replace the void and/or invalid clauses, while maintaining as much as possible the objective and the purport of the void and/or invalid clauses.
Article 21 – Client Acceptance
1. PYGG is required to file at least the following compliance documents from the Client and, when applicable, each Ultimate Beneficial Owner:
a. Valid passport notarized or legalized by a PYGG Employee.
b. Second ID for non-residents of Curaçao.
c. Proof of residential address, not older than 3 months.
d. Bank or professional reference letter, not older than 3 months.
e. Resume.
f. KYC declaration (including source of wealth and source of funds).
2. The compliance rules may change in future and can therefore be amended unilaterally by PYGG.
3. PYGG can decline the Client without reason, even if the aforementioned compliance documents have been provided.
Article 22 – Excluded services
1. The Client agrees that PYGG is not responsible for the rendering of accounting, legal, tax, actuarial, banking, insurance, or information technology services.
2. PYGG may engage the services of duly qualified advisers in the fields mentioned in paragraph 1, with the prior written consent of the Client, such consent not to be unreasonably withheld.
3. PYGG shall not be responsible for any loss incurred by the Client of acting on any advice received from any such qualified advisor.
4. PYGG provides services on a non-exclusive basis, unless specifically agreed otherwise in writing.
Article 23 – Corporate Services
1. If PYGG provides director services to the Client, the Client will ensure that PYGG receives all necessary information, documents, and feedback in a timely manner for the provision of Services or carrying out its responsibilities as director of the Client’s company.
2. The Client represents to PYGG that any information or documentation by the Client or on behalf of the Client’s company shall be true, accurate, up-to-date, and complete at the time provided and PYGG shall be entitled to rely upon such information and documentation. The Client also undertakes to inform PYGG of any material changes in the situation or affairs of the Client’s company, its parents, subsidiaries, undertakings, or associated persons that may, in any way, affect PYGG’s provision of Services to the Client’s company and/or the Client.
3. Insofar as PYGG has not been or will not be entrusted with the bookkeeping of the Client’s company, the Client (a) represents and warrants that the administrative organization and internal control procedures in respect of the bookkeeping meet the standards as required under Curaçao law.
4. If PYGG acts as director of the Client’s company, the company shall be adequately funded so as to enable it to meet its financial obligations.
5. It is the Client’s responsibility to obtain professional tax advice confirming the intended tax effects and/or the absence of unintended tax effects before instructing PYGG to set up any structure, incorporate any company or carry out any transaction. PYGG is not required to verify compliance with any applicable tax laws and regulations. PYGG does not accept any responsibility for the tax aspects (in the broadest sense) of any structure or transaction in which the Client’s company is involved.
6. The Client(s) warrant(s) and confirm(s) that:
a. The client is the beneficial holder of all interest in the company and is not acting as Trustee or as Nominee for any person.
b. Client or immediate family members and/or close associates are not and have not been entrusted with prominent public functions (politically exposed persons).
c. The client has never been adjudged bankrupt.
d. Client has never been subject to an investigation by a governmental, professional, or other regulatory or statutory body of which they have been found to have acted in an improper or illegal manner.
e. Client has never been a director, shareholder or manager of a business entity which has been the subject of an investigation as aforesaid, or which has been adjudged bankrupt, compulsorily wound up or has made any compromise or arrangement with its creditor.
f. Client has never been convicted of any criminal offence in any jurisdiction (other than a minor offence in connection with the use of a motor vehicle) and no criminal proceedings were instituted and/or are pending against Client in any jurisdiction. Client furthermore undertakes to inform PYGG of any criminal charges and/or proceedings which may be instituted against Client after the date hereof.
g. The Client warrants and confirms that the funds provided to PYGG or to the Client’s company have not been derived from any criminal activities as defined in the Prevention of Money Laundering and Combatting Terrorism Financing Acts.
Article 24 – Corporate Finance
1. If PYGG assists the Client or the Client’s company in attracting private and/or public funding, the Client and/or the Client’s company is held to the same terms and conditions as mentioned in Article 21.
2. Depending on the nature of the Client’s or Client’s company funding requirements additional rules and regulations are set by the Centrale Bank van Curaçao and St. Maarten (‘CBCS’), the Dutch Caribbean Securities Exchange (‘DCSX’) and/or PYGG. It is the Client’s responsibility to familiarize himself with these rules and regulations and determine whether these fit his specific purpose before engaging PYGG’s services.
3. PYGG does not underwrite any funding requirements of the Client or the Client’s company, unless specifically agreed in writing. All funding assistance is provided by PYGG on a best effort basis only, without any guarantees of specific amounts being raised.
Article 25 – Wealth Management
1. PYGG does not provide wealth management services (including investment advisory, asset management, execution only and/or crypto trading) to the Client without an explicit securities service agreement being in place in writing between the Client and PYGG.
2. A securities services agreement contains at least an agreement between Client and PYGG on the risk profile of the Client, the custodian of assets and commissions being charged.
Article 26 – Consulting Services
1. Any consulting services PYGG provides to the Client are based on information provided by the Client and/or from sources that PYGG rates as reliable. However, PYGG does not accept liability or warranty, express or implied, for the correctness or completeness of that information.
2. The Client acknowledges that consulting services provided by PYGG can be time-bound and lose relevance and/or applicability as circumstances change. PYGG is under no obligation to inform the Client of any change in circumstances after the consulting services have been delivered.
3. If the Client acts on the consulting services rendered by PYGG, the Client does so for his own risk and account.
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In opening this brokerage account (hereinafter referred to as “Account”) with PYGG Securities Co. B.V. (hereinafter also referred to as ”PYGG” ) and electronically signing the PYGG Investment Account Application (hereinafter referred to as “Application”), the Client and PYGG hereby agree to the terms and conditions within this Agreement, as follows:
1. General provisions
Throughout this Agreement, the words “you” and “your” refer to the holder of one or more Accounts, whether an individual, group of individuals, company, trust, or other related entity (hereinafter referred to as “Client”.)
This Agreement shall apply to all transaction’s hereafter made by you and supersedes any previous agreement entered between you and PYGG. The Agreement applies to all other Accounts held for you by PYGG now or in the future; none of its provisions shall be deemed to be waived or modified by PYGG, except by written agreement signed by PYGG.
You understand that PYGG at its sole discretion has the right to amend this Agreement and that your continued use of the Online Brokerage Service signifies your continued agreement to the terms and conditions within this Agreement. It is your responsibility to check for these amendments and if you are not in agreement with these amendments, you may cease the use of the Online Brokerage Services and may instruct PYGG to close your Account (per the terms in Section 45 below).
2. Online service
In this Agreement, “OBS” means PYGG Online Brokerage Service, including any other service we provide, now or in the future, that allows you to access your Account, information sections or other services we provide via the internet, mobile telephone or any other electronic communication system.
3. Applicable rules and regulations
All transactions with respect to securities entered into by PYGG on your behalf shall be subject to the constitution, bylaws, rules, rulings, regulations, customs and usages of the exchange or market, and its clearing house, if any, where made, and to all laws, regulations and orders of any applicable government or regulatory authority; they shall also be subject to any delays, difficulties or conditions as to transmission or execution of orders, information or reports due to conditions over which PYGG has no control, including mechanical or electronic failure, market congestion or otherwise.
4. AML/CTF compliance
PYGG adheres to anti-money laundering (AML) and counter terrorism financing (CTF) provisions, as mandated by law and any other industry rulemaking authorities’ rules regarding AML/CTF. These standards are designed to prevent the use of PYGG to aid money laundering or terrorist financing activities. It is the policy of PYGG to take all necessary steps to prohibit, report and actively engage in the prevention of money laundering and any activity that facilitates money laundering or the funding of terrorism as well as other financial crimes.
If your Account is suspected of being in breach of any of the AML/CTF Compliance provisions, you agree by signing this Agreement that PYGG has the right to suspend all Account activities until a detailed investigation has taken place. Should your Account be proven to be in breach, you agree by signing this Agreement that PYGG has the right to forfeit all funds and/or securities in your Account to the appropriate authorities.
5. Background checks
You hereby authorize PYGG to conduct or cause to be conducted a personal credit investigation and background check, including AML/CTF checks if required, prior to approving your Account and at any time thereafter while you maintain an Account at PYGG.
6. Transactions and settlement
All purchase transactions are cash purchases and will be settled immediately from your pre- funded Account. All sale transactions are sales of free trading stock and will be settled immediately from your holdings. There are no margin accounts, shorting, options, or other types of trading with your Account. There may be restricted securities which cannot be sold until the restrictions are lifted.
At the moment of entering a sell order into OBS, the full amount of the stock offered will be reserved in your trading Account. Until the sell order expires or is cancelled, the amount of stock will not be available to be used for any other purpose, including other sell orders.
At the moment of entering a buy order into OBS, the full amount of the value of the stock being purchased plus any associated fees and commissions will be placed in escrow. Until the buy order expires or is cancelled, the amount of funds will not be available to be used for any other purpose, including other buy orders.
7. IPO Allocation requests
By requesting share allocation in the offering, the Client is entering into a binding agreement to purchase the shares on the closing date.
The allocation requests may be cancelled by the Client at any time prior to end of business on the closing date of the offering.
The Client is required to have funds in the Account to request share allocations for the offering.
If there are not sufficient funds in the Account to pay for the entire share allocation request by the end of business on the closing date of the offering, the Client understands that the order will be filled with only the number of shares, and any applicable fees, that can be purchased with the funds available in the respective Account of the Client.
At the end of business on the closing date of the offering, all approved share allocation requests will be executed, and the Client will own the shares at the stated price.
If the Client cancels their share allocation request, does not have funds to satisfy the allocation requests, or PYGG cancels the offering, the Client’s allocation requests to purchase shares of the offering is voided.
8. Funding and withdrawals
All funds sent via bank wire into your Account must originate from a bank account owned by you or your introducing broker, and the name on the bank account must match the name on your or the introducing broker’s Account.
All fund withdrawals can only be transferred to the same bank account from which the funds originated unless you have initiated a change in bank account information with PYGG and the new bank account has cleared PYGG Compliance.
9. Dispensation of dividends and/or interest entitlements
You acknowledge that PYGG hereby agrees to credit your Account if PYGG receives any dividend and/or interest entitlements on securities held on your behalf.
10. Source of funds
You warrant and agree that no funds presently in your Account or funds invested or to be invested in the future with PYGG are the direct or indirect proceeds of any criminal activity.
11. Custody of client assets
All securities held or carried by PYGG for or on your Account may at PYGG’s discretion be kept at any of the places where PYGG has a custodian and may be registered in the name of PYGG or its nominee. In particular and without prejudice to PYGG’s right to use other brokers or nominees, PYGG may at its discretion contract non-exclusively with Vidanova Global Custody Foundation (“Vidanova Custody”) in view of its role as Central Securities Depository (“CSD”) of the Dutch Caribbean Securities Exchange (“DCSX”), to carry out and discharge securities execution, custody, clearing and administrative functions for and on behalf of PYGG.
If you already hold shares in a Company or Companies, that received approval from the DCSX for their securities to list and trade on the DCSX:
- you acknowledge the requirement for the Company or Companies to have registered your shares by the CSD in book entry form in the custody account of one of the authorized DCSX brokers, and
- you agree with the booking of your shares in the custody account of PYGG, following the signing and in accordance with the ‘Dematerialization and Securities Transfer Form’ between the Company or Companies, and Vidanova Custody.
PYGG declares that the Client will enjoy the beneficial ownership of securities purchased on its behalf and any free cash balances held by PYGG for the account of the Client and these assets are not to be treated as general assets of PYGG.
PYGG declares that all free cash balances in your Account are held in a segregated bank account separated from other cash balances that PYGG maintains for the operation of its business and separated from escrow accounts for trading buy orders. Free cash balances are available to you on demand via the OBS withdrawal section.
12. Access to the PYGG online brokerage system (“OBS”)
You acknowledge and agree that, once your Account is approved by PYGG, you will be provided online access to the OBS based on the user name, password and One Time Passwords sent to you via SMS for some trade functions.
13. Authorized access
You acknowledge and agree that, instructions received by PYGG via OBS accessed using a valid user name, password and mobile number for the required One Time Password (“OTP”), will be deemed to be received from the authorized account signatory, and PYGG will execute trades, initiate funds transfers and perform other processes on such instruction.
14. Printed and mail statements
You understand that delivery of statements and trading receipts via OBS takes the place of having printed monthly statements and/or individual transaction receipts mailed to you via regular postal mail. No printed statements will be sent by PYGG.
15. Account review and acknowledgement
You understand that it is your sole responsibility to access and review your Account on a regular basis, and that you will be deemed to have accessed and reviewed your Account on at least a monthly basis. If for any reason you are unable to do so, you will notify PYGG immediately so that a statement can be delivered by other means.
You understand that every confirmation, statement or other communication sent to or accessed by you will be deemed to have been acknowledged as correct, approved and consented to by yourself unless PYGG has received written notice to the contrary.
16. Email address communication
You understand that the email address provided by you will be considered by PYGG as your primary means for electronic communication and will be used for notice of statements and trade confirmations. It may also be used by PYGG for other communications, including notices regarding the terms and operation of your Account. You agree to inform PYGG as soon as possible if the email address is no longer valid so that it can be updated. Delivery of any notice to this email address will be considered valid notice until you otherwise advise PYGG in writing. If emails are returned as undeliverable, PYGG retains the right to block your Account until a new email address is confirmed.
17. Unsolicited orders
All orders received through our OBS will be unsolicited, which means that you have NOT received any investment advice from PYGG or any of its affiliates in connection with your order, and that neither PYGG nor its agents will conduct a suitability review of trades entered by you online.
18. Sophisticated investing
By using OBS and entering trades online, you agree that you have sufficient knowledge to make such trades. You are responsible for making sure that any trades entered on OBS are accurate and intentional. PYGG may in some cases, and at its discretion, require secondary verbal or written confirmation before acting if your trading activity is outside of your normal range of activities.
19. Account adjustments
You accept that changes, delays, and adjustments to your PYGG Client Statement and account balance may occur due to PYGG reconciliation and internal audit processes and you acknowledge that your Monthly Account Statement (as produced in 5 or more business days after each month end) shall override any interim statements to the extent of any inconsistencies. PYGG retains the right to enter pricing, trade, and reconciliation adjustments to your Account as necessary and appropriate.
20. Privacy of information
You acknowledge that the information contained in your PYGG Client Statement is for your use only and that you will not disseminate this information or cause others to place reliance upon it without PYGG prior written consent.
21. Service modifications and interruptions
PYGG may modify any or all OBS without giving notice to you. Parts or all of OBS may periodically be unavailable because of maintenance, updates or other reasonable causes, including during periods of increased market activity.
22. Third party information accuracy and usage
An information provider is any company or person who directly or indirectly provides us with information. This includes securities and market data, including quotations, from stock exchanges and other securities markets and from dealers and issuers of securities. The information we provide through OBS has been obtained from information providers and sources we believe are reliable, however we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the information providers. You may use the information only for your own benefit. You may not reproduce, sell, distribute, circulate or commercially exploit it in any way or provide it to any other person without our consent in writing or the consent of the information providers, if needed.
23. PYGG information accuracy and liability
PYGG is not liable:
to you or any other person for the accuracy, completeness, timeliness, or correct order of the information; and
for any decision you make or action you take by relying on any of the information or OBS; and
for any interruption of any data, information or other aspect of the Online Services as a result of any negligent act or omission including without limitation communications or power failure, equipment or software malfunction or other cause beyond the reasonable control of the information provider or us.24. Accessing PYGG ServersYou may not enter restricted areas of any of our computer or telecommunications systems or of any of our affiliates or perform any functions that are not authorized under this Agreement. It is strongly recommended that you not access the online trading functions from an unsecured or public computer.
We may:
suspend your access to OBS without giving you notice, if we believe that you are using it to gain unauthorized access to systems or information or are using it inappropriately; and ncancel your access without giving you notice if we are instructed to do so by an authorized Account signatory, or if we believe that you are using your password, OBS or information in an unauthorized or inappropriate manner, or if there is unusual activity in or relating to your Account.
25. Security
Your username, password and/or trading pin have been chosen by you. They let you access your Account on OBS to enter order requests, get quotations, and receive information. You agree to keep your username, password, and trading pin confidential and separate from your Account number and any other information or documents relating to your Account. You are responsible for any charges or losses resulting from the use of your username, password and trading pin, maintaining the security of your password and making sure that only you or an authorized Account signatory use them. We are not responsible for any unauthorized use of OBS by any other person.
You agree to accept responsibility for any loss caused because of, or in connection with, an authorized order request transmitted through OBS under your username, password and not to provide any supplied OTP.
PLEASE NOTE, THAT UNDER NO CIRCUMSTANCES WILL PYGG OR ANY OF ITS AFFILIATES SEND YOU AN EMAIL ASKING YOU TO VERIFY YOUR USER ID AND PASSWORD. SHOULD YOU RECEIVE SUCH AN EMAIL PLEASE DO NOT RESPOND AND CONTACT CLIENT SERVICE IMMEDIATELY.
26. Online trading
Orders entered during PYGG trading hours will normally result in an execution if the market price is at a point within the limits of your order. However, PYGG does not guarantee a fill on any order even if the market price was within your limit at time of order.
Once a trade has been entered, cancellation is possible on a best-efforts basis only and only after OBS confirms that the order has not been filled.
Electronic orders sent outside PYGG trading hours will be processed on a best-efforts basis, once received, and acknowledged by the trading system. Day-orders for markets not open at the time they are received by the trading system will be put in the relevant market for the next opening.
Executed orders that are filled outside of PYGG trading hours will not be reflected until the following business day.
All trades must pass automated compliance checks. If your trade is flagged for review by any of these checks or if it meets certain defined criteria, it will require manual review and approval by PYGG.
PYGG will endeavour to review such orders on a timely basis but is not liable for any delays. If at any time you are in any doubt about the status of your order you can view the order on OBS.
PYGG may require you to confirm the order request via telephone prior to execution it if it is deemed suspicious.
27. Account statements
PYGG provides regular account statements to clients via its online account access.
PYGG intends the information contained in the Client Statements to be accurate and reliable; however, errors sometimes occur. Therefore, PYGG disclaims any warranty of any kind, whether express or implied, as to any matter whatsoever relating to such information. In particular, the actual price at which an order is executed shall be binding notwithstanding the fact that an erroneous report is given to you. Any order that has been executed shall be bound to the actual means and results of its execution regardless of any discrepancies between the execution and the reporting for that order that may occur. PYGG retains the right to enter pricing, trade, and reconciliation adjustments to your Account as necessary and appropriate.
The information contained in your Client Statement is for your use only and you shall not disseminate this information or cause others to place reliance upon it without PYGG’s prior written consent.
Every transaction indicated or referred to in any notice, statement, confirmation or other communication and every statement of account shall be deemed and treated as authorized and correct as ratified and confirmed by you unless PYGG receives written notice to the contrary within 15 days from the time such notice, statement, confirmation or other communication is forwarded by PYGG to you or your authorized agent; all notices and communications to you may be effectively given by mailing through ordinary post addressed to you or your agent at the address as it appears on your Account, or by facsimile or electronic mail if requested by you or your agent. That notice, if posted, shall be deemed received seven days from the date of postmark.
28. Trade confirmations
PYGG will provide Clients with email confirmations of individual securities transactions on request. PYGG will maintain records of all account transactions for a minimum of 5 years and will make electronic copies available to Clients upon proper request.
Every transaction in your Account shall be deemed and treated as authorized and correct as ratified and confirmed by you unless PYGG shall receive written notice to the contrary within business 15 days from the last day of the calendar month in which it is posted. It is your sole responsibility to request and review transaction summaries on a regular basis to meet the 15- business day notice period.
29. Voting and proxies
Unless instructed to do so by you, PYGG will not vote on or in respect of the Securities or deliver any executed form of proxy to vote thereon or in respect thereof.
30. Company communication
From time to time, companies in which you hold security positions may utilize OBS to communicate with you for the purpose of disseminating information, informing you of annual general meetings, delivering news releases, or for other purposes. You acknowledge that PYGG takes no responsibility for the timely delivery of these messages, and that it is your responsibility to check the OBS system from time to time to retrieve these messages.
31. Use of internet
You acknowledge that the use of the internet is for our mutual benefit; the service provided shall not be used to impose liability for consequential damages or in any way increase the liability of either in the event of a failure to perform its obligations beyond what it would have incurred if these documents had not been delivered via the Internet.
PYGG has sought to ensure that its electronic communications are secure according to industry standards. However, PYGG cannot guarantee the delivery, security, timeliness, confidentiality, and compatibility or completeness of communication by Internet. Accordingly, you acknowledge that PYGG shall not be liable for:
any loss or damage suffered by you; and without limiting the generality of the foregoing, any loss of profits, revenues, orcontracts, or any indirect, consequential, incidental damages howsoever caused or arising, incurred by you or any other, related to the transmission of documents via the Internet.32. Systems Not GuaranteedPYGG endeavours to provide authorized clients with reliable and secure Online Services, including an electronic trading service. From time to time, interruptions, errors, or other deficiencies in service may occur, due to a variety of factors, some of which are outside the control of PYGG. These factors can contribute to delays or errors in service or system outages. Clients may experience difficulties in accessing their accounts and in placing and cancelling orders.In no event will we, or our affiliates, be liable to you or others for any damages, direct, indirect, consequential or special, including, without limitation, all losses, costs, expenses, loss of profits, loss of business revenue or failure to realize expected savings arising from or out of the existence, furnishing, or functioning of our Online Services, or any act or omission in connection with your accessing our Online Services. We are not liable by reason of acting or failing to act due to an error in an order request received by us, or because of an order request not being received by us. We, or our affiliates, are not responsible for any losses, damages, or personal injury that any person suffers because of you accessing OBS.
33. Fees, commission, and interest
You agree to pay all costs associated with or incurred by your Account, including PYGG’s commissions and fees, as they exist from time to time or are agreed to, as they apply to your Account, the transactions you enter into, and the services you receive. A current schedule of standard fees and commissions is available to you and may be changed without notice.
You agree that PYGG Securities Co. BV. reserves the right to charge your Account an annualized administration fee of up to USD 1,500.00, in arrears, upon the closing of an account that has generated little or no fees or commissions, in order to recoup costs related to the maintenance of the account and custody of assets.
You agree to indemnify and its counterparties for legal fees and expenses directly related to the structuring, support and/or defence of your Account or the assets contained therein, and for fees and expenses related to any regulatory enquiry, legal action, litigation, or dispute, whether such situations occur or are anticipated. PYGG shall be entitled to charge your Account for such fees without further notice. Such fees may include, but are not limited to, seeking a suitable counsel’s opinion in advance of a transaction; asking counsel for a legal opinion in respect of restricted stock; or costs incurred in order to defend PYGG or the Account as a result of an action ordered by you, including buying or selling a security. PYGG will provide copies of all invoices on request.
You agree that in instances where you are proposing to deliver out assets held within the Account and PYGG is aware that action by regulatory authorities or litigation has been entered into or may reasonably be anticipated as a result of a transaction occurring in the Account(s), such that the amount remaining in the Account after such delivery may be insufficient to cover PYGG’s reasonably anticipated costs (including legal fees) then PYGG shall be entitled to withhold a reasonable sum to cover such costs. Such a withholding by PYGG shall be for a period as is reasonably necessary to resolve the regulatory or litigation issues and PYGG. may place any amounts garnered from you in cash and into a separate account and shall pay you the remaining balance after the noted issues are resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in the Account, that asset may not be transferred out of the Account until the matter is resolved.
You understand that the daily debit balance in your Account shall be charged with interest at a rate published by PYGG. from time to time or agreed between the Client and PYGG, and the “Cash” accounts incurring debits will be charged a higher “penalty” rate of interest. The interest rate is subject to change without prior notification.
34. Indemnities
PYGG its affiliates, and agents, shall not be liable for any act, omission, error of judgment or loss suffered by you in connection with this Agreement save where such results from actual fraud or wilful misconduct on the part of PYGG of its duties hereunder, such having first been determined and adjudged in accordance with the terms hereafter stated in paragraphs 14 and 16. You acknowledge and agree to indemnify and hold harmless PYGG and any of its correspondents, affiliates, or agents from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements resulting in any way from performance or non-performance of its duties hereunder save where such arises as above described.
That if you authorize a third party to exercise any control over the Account, including but not limited to Powers of Attorney, Trading Authorization, or Discretionary Management, that you will hereafter indemnify, keep indemnified and hold harmless PYGG from and against all actions, proceedings, claims, demands, costs, charges, liabilities and expenses whatsoever arising in consequence of the PYGG’s reliance on the authorization and the actual and apparent authority thereby conferred on the third party, provided however that this indemnity shall be limited to actions proceedings, claims, demands, costs, charges, liabilities and expenses arising in consequence of acts of the third party taken prior to receipt by PYGG of written notice of the revocation of the authorization.
35. Liquidity
Further you understand that the securities may never be liquid and that there may never be a market to sell the securities. PYGG makes no undertakings or warranties as to the implied value or marketability of any such securities.
36. Joint and corporate accounts
PYGG can accept Corporate Investor Accounts based on its own discretion.
By registering through the PYGG Securities Co. BV. investor registration system on behalf of a Corporation this PYGG Investor Account is hereby the designated representative for said Corporation.
Additionally, if you register as an individual, but attempt to Fund your PYGG Investor Account with the bank account from a Corporation, PYGG Compliance may contact you to supply the required documents for a Corporate Investor account and this individual Investor Account may become the Corporate Representative for that corporation.
37. Grievances
Any question or difference which may arise concerning the construction, meaning or effect of this Agreement, or concerning the rights and liabilities of the parties hereunder, or any other matter arising out of or in connection with this Agreement shall be referred to a single arbitrator in Curaçao, to be agreed between the parties provided however that this provision will not be construed to oust the jurisdiction of the Courts of Curaçao in relation to proprietary rights of Clients in respect of Accounts. Failing such agreement within thirty days of the request by one party to the other that a matter be referred to arbitration, such reference shall be to an arbitrator appointed by the Senior Partner of a major accounting firm in Curaçao. The decision of such arbitrator shall be final and binding upon the parties.
38. Recording and archiving
You understand and agree that for our mutual protection we may electronically record any of our telephone conversations and archive all online transactions and information relating to your Account.
39. Tax advice
You acknowledge that PYGG does not provide legal or tax advice, and agree that, to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to utilizing your PYGG Account or implementing any financial plan.
40. Non-solicitation
You acknowledge that you have NOT and do not expect to receive any investment advice from PYGG or any of its affiliates in connection with your trading.
You acknowledge that the use of the Company Forums and Company Blogs, Company Information Pages, and Investor Forums does not constitute any solicitation or investment advice and that PYGG is not responsible for the content of these areas on its website.
41. Investment advice
All investment decisions are made solely by you. Notwithstanding anything in this Agreement, PYGG accepts no responsibility whatsoever for and shall in no circumstances be liable to you in connection with such decisions. Use of the word’s “trust” and “trustee” within this Agreement apply only to the role of PYGG and its affiliates as custodian.
42. Written notice
In this Agreement, wherever the term ‘written notice’ is mentioned relating to the Client informing PYGG, the following methods are acceptable: Postal Mail or Courier to: PYGG Securities Co. BV., Attention: Trading Desk, Julianaplein 36, Willemstad – Curaçao a message in the OBS addressed to Trading Desk; a Customer Service ticket; or email to [email protected] and [email protected].
43. Account closure by client
You may close your Account at any time by providing written notice. Closing the Account will not affect the rights and obligations of either party incurred prior to the date the Account is closed.
44. Account termination by PYGG
PYGG may close your Account at any time for any reason. In the case that PYGG terminates your Account, a notice of closure and stock sale shall be sent to the email in your PYGG records.
You agree that if the terminated Account has any stock holdings, PYGG is authorized to sell all the stock on the open market and at the current market value and deposit the proceeds in your Account. Upon termination the total amount of cash in your Account, less any applicable fees, will be distributed to you via wire transfer to the bank account on record.
45. Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Curaçao, and the client hereby irrevocably agrees that any legal suit, action or proceeding brought by him against PYGG shall be brought in the courts of Curaçao. The client hereby accepts and irrevocably submits to the jurisdiction of the said courts and acknowledges their competence and agrees to be bound by any judgment thereof, provided that nothing herein shall limit PYGG’s right to bring proceedings against the client elsewhere.
46. Unenforceability of certain parts of this agreement
If any part of this Agreement shall be held invalid or unenforceable, the validity, legality, or enforceability of the remainder of this Agreement shall not in any way be affected or impaired. We can unilaterally change this Agreement or the services that are available, with notice posted online.
47. General
This Agreement shall endure to the benefit of and shall be binding upon PYGG and the client and their respective personal representatives, heirs, liquidators, successors, and assigns. This Agreement shall survive and remain in effect notwithstanding any incidental, temporary, or intermittent closing out, reopening or renumbering of any Account.
No action taken by PYGG, nor any failure to take action or exercise any right, remedy or power available under this Agreement or otherwise shall be deemed to constitute a waiver or other modification of any of PYGG’s rights, remedies or powers. This Agreement is subject to modification only by a further agreement in writing between PYGG and the client.
You will reimburse PYGG for the cost of collection of any debit balance or deficiency in connection with any of your Accounts including reasonable attorney’s fees and court costs. PYGG will retain the authority to complete any transaction that may be pending at the time your Account is closed, without regard to the reason for the Account being closed.
PYGG may assign its rights and duties under this Agreement to any of its subsidiaries or affiliates without prior notice; or to any other entity upon prior notice to you.
You understand and agree that the terms and conditions that your Account is subject to may change from time to time, as published by PYGG on its website or made available to you otherwise. Notice of amendments to this Agreement are deemed to have been made when sent via email to the email address which appears on PYGG records for each account.
The headings of each provision of this Agreement are for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.
The above stated rights of PYGG are severable. If one or more is unenforceable, such unenforceability shall not affect the whole..