Agreement for Foreign Exchange Transactions

The customer (“Customer”) and Intercam Futures, Inc. dba IntercamFX (“Intercam”) hereby agree to be bound by the following terms and conditions. Customer and Intercam are each sometimes referred to herein separately as a “Party” and collectively as “Parties.”

Section 1. Scope of Agreement

This agreement (“Agreement”) shall apply to any and all transactions described below (each, a “Foreign Exchange Transaction” and plural, “Foreign Exchange Transactions”) presently outstanding or to be entered into hereafter, which shall be settled on or prior to a specified date in the future at the exchange rate agreed between Customer and Intercam as of the date of each relevant Foreign Exchange Transaction.

Purchase and sale between United States Dollars (“USD”) and one or more other fiat currencies;
Purchase and sale between two fiat currencies, neither of which is USD;
Any and all other Foreign Exchange Transactions as may be agreed upon between the Parties from time to time.

Section 2. Compliance with Applicable Law

Customer agrees to strictly comply with all applicable laws, rules and regulations (collectively, “Applicable Law”) with respect to Customer, its business and any and all Foreign Exchange Transactions under this Agreement. Customer shall provide Intercam with prompt written notice of any inquiry from or examination or investigation by any governmental or regulatory agency or department regarding or concerning Customer or Customer’s business. Customer acknowledges that it is a lawful entity engaging Intercam to conduct a transaction related to commercial risk.

Section 3. Formation and Authorization of Foreign Exchange Transactions

Regardless of whether confirmed in writing, a Foreign Exchange Transaction under this Agreement shall be deemed to have been initiated when Intercam receives a request submitted by Customer to Intercam orally, or by telephone, email, facsimile or telex (each, an “Instruction”). Each Instruction shall contain: (i) the type and amount of currency the Customer agrees to purchase/sell from/to Intercam; (ii) the depository financial institution account information, routing number, and contact details, and other related information necessary to effectuate the transmission of funds to a third party beneficiary , if applicable; (iii) the date on which the Foreign Exchange Transaction is to be executed (“Transaction Date”). It is Customer’s sole responsibility to ensure that all information contained in the Instruction for each Foreign Exchange Transaction is complete and accurate. Intercam may accept, reject, or seek to confirm this Instruction at its sole discretion. If accepted by Intercam, the Foreign Exchange Transaction will be deemed entered into, pursuant to this Agreement, as of the date of acceptance.
Customer authorizes Intercam to accept, act and rely upon any Instruction received from any representative of Customer who is designated by Customer as authorized to execute an Instruction, in each case unless otherwise notified by Customer.
Customer understands that Intercam may charge certain fees for the Foreign Exchange Transactions (subject to change at Intercam’s sole discretion at any time), which shall be specified by Intercam or otherwise disclosed to Customer before the Customers enters into a Foreign Exchange Transaction.

Section 4. Hours of Foreign Exchange Transactions

Customer and Intercam may enter into Foreign Exchange Transactions under this Agreement through their authorized personnel during or outside Customer’s or Intercam’s regular business hours if agreed to and accepted by both Parties. Any such Foreign Exchange Transaction which has been entered into outside regular business hours shall be equally valid and binding on Customer and Intercam as if such Foreign Exchange Transaction had been entered into during regular business hours.

Section 5. Confirmation

Any Foreign Exchange Transaction entered into hereunder shall be confirmed by a written confirmation (“Confirmation”) exchanged between Customer and Intercam by overnight delivery or mail, email, telex, facsimile or other electronic means on or before the first Business Day (as defined below) following the date of such transaction. Intercam agrees to issue promptly the Confirmation memorializing the Foreign Exchange Transaction in accordance with procedures established by Intercam from time to time.
The Confirmation shall be conclusive evidence of a Foreign Exchange Transaction; provided, however, that Intercam’s failure to issue a Confirmation or Customer’s failure to receive a Confirmation will not affect the formation, validity or effectiveness of the relevant Foreign Exchange Transaction. If a written objection by Customer is not received by Intercam within one (1) Business Day following Customer’s receipt of Confirmation, the Confirmation shall be deemed to be accurate and complete, absent manifest error. If a Confirmation is not received or presented to Customer for any reason, the Customer should notify Intercam immediately by contacting an Intercam representative at confirmations@intercamfx.us to request a Confirmation.
Customer agrees that Intercam may electronically record all telephonic conversations between the Parties in connection with the Foreign Exchange Transactions entered into hereunder, including but not limited to Customer’s Instruction and any confirmation of such transactions. Customer waives any right or provision under Applicable Law to be notified of any such electronic recording, whether by audible signal or otherwise.

Section 6. Customer Identification and Representations

To help fight the funding of terrorism and money laundering activities, Applicable Law requires Intercam to obtain, verify, and record information that identifies each Customer. Customer understands and agree to furnish Intercam with such documentation as Intercam may request to verify the legal status of the Customer and to verify the identity of the beneficial owners, including those individuals who, directly or indirectly, own 25 percent or more of the equity interests of Customer and any individual having responsibility to control, manage, or direct Customer. Customer further authorizes Intercam and consents to Intercam making and obtaining reports to verify Customer’s legal status, source of funds to engage in or conduct Foreign Exchange Transactions, solvency or credit history, the legal status of Customer’s business and the commercial transaction(s) and/or risk(s) for which Customer proposes to engage in Foreign Exchange Transactions, the identity of Customer’s beneficial owners, description and nature of Customer’s business operations, and any additional information necessary or reasonably requested by Intercam to verify and confirm material facts regarding Customer or Customer’s business. Customer further authorizes Intercam to make any inquiries it may deem necessary or appropriate in accordance with Applicable Law and authorizes any and all banks and other financial institutions with whom Customer has established an account to release, verify or otherwise make available to Intercam, any information necessary or reasonably requested by Intercam in connection with any of the foregoing. Customer agrees to provide any additional information that Intercam may need, including with respect to Customer, authorized representatives, beneficial owners, employees and directors, to satisfy its ongoing legal and regulatory obligations. Failure or delay in providing additional information may result in a delay or failure to provide the services hereunder.
Customer represents and warrants that all Foreign Exchange Transactions will be entered into for lawful and legitimate business and commercial purposes and that no Foreign Exchange Transaction will be conducted for speculation or speculative purposes or to evade or avoid Applicable Law.
Customer agrees that Intercam, in its sole discretion, may disclose any transaction-related information including, but not limited to, confidential information of Customer in order to satisfy Intercam’s legal obligations under Applicable Law, including, but not limited to, anti-money laundering, trade and economic sanctions laws and/or regulations, or as may otherwise be required by law or court order. Furthermore, such disclosure may be made to any governmental agency, body or department that exercises regulatory or supervisory authority with respect to Intercam’s operations, where such disclosure is made to satisfy governmental audit or examination requirements or as part of information required to be submitted to such governmental entities in the ordinary course of business.
Customer agrees to provide Intercam with any information that Intercam requests to review a Foreign Exchange Transaction and further agrees to provide Intercam with any information that Customer discovers in the future that may have the effect of invalidating or modifying the information that Customer previously provided to Intercam and to correct any errors in regard to any information that Customer provided to Intercam.

Section 7. Relationship Between Agreements

This Agreement, all Foreign Exchange Transactions governed by this Agreement, any specific terms agreed between the Parties in connection therewith (and, if such terms are memorialized in a Confirmation, each such Confirmation), the schedule (“Schedule”) attached hereto (if any), the Customer’s application form (“Application”), and all amendments to any of the foregoing, shall form a single agreement between the Parties.

Section 8. Transaction Date

If Customer specifies in its Instructions a Transaction Date that is not a Business Day , the Transaction Date for the Foreign Exchange Transaction will be the next Business Day, notwithstanding anything to the contrary in the Confirmation. Intercam will use its commercially reasonable efforts to process a Foreign Exchange Transaction on the same day it is submitted; however, Intercam cannot control and will not be responsible for the time it takes correspondent financial institutions to process the Foreign Exchange Transaction. “Business Day” shall mean a day on which banks are open for business in New York, New York.

Section 9. Force Majeure

If Intercam is unable to perform any obligations arising from this Agreement or any Foreign Exchange Transaction due to change of Applicable Law, or any other cause or circumstance not within Intercam’s or its representatives’ control including, but not limited to, government acts, wars, acts of terrorism, cybercrimes, strikes, riots, other civil disturbances or electronic failure (a “Force Majeure Event”), Intercam may extend the Transaction Date until the date on which such cause or circumstance ceases to exist after communication with Customer, or Intercam may, at Intercam’s option, cancel the relevant Foreign Exchange Transaction, or terminate the Foreign Exchange Transaction by entering into a reverse transaction at the request of Customer and the applicable exchange rate shall be determined by Intercam. Intercam and its representatives shall have no liability for direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of profits or expenses, arising in connection with any cancelled or delayed Foreign Exchange Transaction resulting from a Force Majeure Event.

Section 10. Change of Delivery Date or Cancellation by Customer

Customer may cancel a Foreign Exchange Transaction or change the Transaction Date, or other terms thereof, as applicable, only with and subject to prior written consent of Intercam.

Section 11. Termination by Intercam

Upon the occurrence of any of the events (a) through (h) listed below, Intercam may terminate all outstanding Foreign Exchange Transactions upon notice to Customer. Upon termination of all outstanding Foreign Exchange Transactions, an amount will be payable equal to (i) the sum of the “termination settlement amount” and all unpaid amounts owing to Intercam under the terminated Foreign Exchange Transactions less (ii) all unpaid amounts owing to Customer under the terminated Foreign Exchange Transactions. If such termination settlement amount is a positive number, Customer shall pay such amount to Intercam. If such termination settlement amount is a negative number, Intercam shall pay the absolute value of such amount to Customer. “Termination settlement amount” shall mean the sum of (1) the amount quoted (market quotation) by a financial institution participating in the applicable foreign exchange market as payable to Intercam (expressed as a negative number) or by Intercam (expressed as a positive number) for entering into an agreement with Intercam that would have the effect of preserving for Intercam the economic equivalent of any payment that, but for such termination, would have been required under each terminated Foreign Exchange Transaction; and (2) Intercam’s total loss (without reference to any unpaid amount), including any loss of bargain, cost of funding or any other cost incurred (or gain in which case expressed as negative number) for each terminated Foreign Exchange Transaction for which a market quotation cannot be determined or is not available.

An application is filed or a notice is issued for an order of attachment or provisional attachment or public auction; an application is filed for the enforcement of a judgment of a court order; a foreclosure is commenced with respect to any of Customer’s assets or other claims against Customer or any collateral under the possession of Customer or a third party provided by Customer to Intercam; or an order or notice of attachment, provisional attachment or public auction is issued with respect to other property of Customer or a private sale commences with respect to any property owned by Customer or a third party that has been provided by Customer to Intercam as collateral;
An application is filed for bankruptcy, assignment for the benefit of creditors or reorganization of Customer;
Any of the events described above occurs with respect to any deposit with or other claims against any guarantor (“Guarantor”) of Customer’s obligations to Intercam, or the credit status of Customer or Guarantor is deemed in Intercam’s sole determination to have substantially deteriorated;
Customer fails to pay Intercam any of Customer’s payment obligations owed to Intercam when due;
Customer fails to perform all or part of any agreement entered into with third parties or any other event of default occurs under such agreements such that acceleration thereof is effected or likely to be effected;
If Intercam reasonably determines that doing so is necessary to avoid or mitigate losses to Intercam; to comply with Intercam policies; to adhere to Applicable Law including, but not limited to, events where Intercam reasonably suspects that its services are being used or accessed to perpetrate financial fraud or exploitation;
Any information or representation made by Customer in the Application is or becomes materially incorrect or incomplete; or
Any event other than those set forth above occurs to justify protection of Intercam’s rights, as determined by Intercam in its sole judgment, including, without limitation, material deterioration of Customer’s credit as a result of the commencement of liquidation procedures, consolidation with another company, lockout or suspension of business due to labor disputes, bankruptcy of a related company or occurrence of any legal dispute which may affect management of Customer.

Section 12. Settlement

Customer shall deliver on the delivery date the amount of currency as agreed in the Confirmation.
Each of the persons (each an “Authorized User”) whose name, title, email address, signature and telephone number are listed in the Application, is authorized to provide or issue any settlement instruction with respect to a Foreign Exchange Transaction. Intercam shall be entitled to rely on all information in the Application and the full and complete authority of Authorized User for all purposes under this Agreement without any duty on the part of Intercam to verify or confirm such information or authority. Customer shall promptly notify Intercam in writing or in any other manner, in case of any change, addition or deletion of the information confirmed in the Application. Intercam may require Customer to provide a signed corporate resolution or such other equivalent documentation authorizing such Authorized Users.
Customer shall execute and deliver any instruments or other documents, including power of attorney, necessary or reasonably requested to authorize Intercam to debit any account which the Customer holds at the financial institution at which Intercam instructs Customer to remit payment for settlement of a Foreign Exchange Transaction. If Intercam debits Customer’s account, Intercam shall promptly notify Customer thereof. Customer may maintain a balance with Intercam for a maximum of twenty-eight (28) days. Customer shall be responsible for all risks (e.g., volatility of the foreign currency market) associated with Customer maintaining a balance with Intercam in one or more foreign currencies. If Intercam does not receive a timely Instruction for the disposition of such funds or is not able to execute a Foreign Exchange Transaction for any reason as provided herein, those funds will be converted to USD at the then-prevailing exchange rate(s) and returned to Customer. Customer may request to extend this period by phone call or email to a Intercam representative, and Intercam may agree to do so from time to time in its sole discretion.

Section 13. Settlement Netting and Offset

In the event that there are amounts payable in the same currency by both Parties regarding one or more Foreign Exchange Transactions, the two amounts up to the lesser amount may in Intercam’s sole discretion be netted against each other, offset and extinguished, and the Party whose amount is greater shall pay the other Party the amount in excess of such offset amount.

Section 14. Expenses

Customer shall be liable for any and all costs whatsoever, including fees and expenses (including reasonable legal expenses and the costs for legal proceedings subject to, if applicable, any court decision in respect of allocation of such costs between the Parties) and compensation for damages incurred in connection with the preparation, due execution of and implementation of all Foreign Exchange Transactions under this Agreement, absent gross negligence, fraud or willful misconduct on the part of Intercam, and Customer shall pay such amounts promptly upon demand. Without limiting the foregoing, Customer shall be responsible for payment or reimbursement, as applicable, of any costs, expenses or fees charged or arising in connection with services for Foreign Exchange Transactions provided or performed by third-party banks or other financial institutions.
If Customer fails to perform any obligations on or prior to the Transaction Date, Customer shall pay the default interest accrued on such amount for the period from the Transaction Date to the actual settlement date, calculated at the rate applicable to a loan denominated in USD.
The rate, calculation method applicable to costs, fees and expenses, compensation for damages and the default interest set forth in the preceding Sections 14(a) and 14(b), and the exchange rate and application thereof, shall be determined by Intercam unless otherwise specified in a Confirmation or this Agreement.
If one Party (“Debtor”) has paid or reimbursed the other Party (the “Creditor”) in currency (the “Payment Currency”) other than the currency agreed under the relevant Foreign Exchange Transaction (the “Contract Currency”) as a result of a judgement of a court or distribution resulting from any liquidation, Debtor’s obligation shall be discharged only to the extent of the equivalent amount of the Payment Currency converted into the Contract Currency. In such event, the applicable exchange rate shall be the rate designated by Intercam applicable to the Contract Currency as of the date of payment or reimbursement. If the equivalent amount converted into the Contract Currency is less than the amount originally due to Creditor in the Contract Currency, Debtor agrees to pay the Creditor such deficiency promptly. If the equivalent amount converted into the Contract Currency exceeds the amount originally due to Creditor in the Contract Currency, Creditor agrees to pay to the Debtor such excess. The payment obligations of deficiency or excess shall be deemed separate and independent obligation from the other obligations under the existing foreign exchange contract.

Section 15. Acknowledgement of Risks

Customer acknowledges and agrees that: (i) Foreign Exchange Transactions are bilateral negotiated agreements between the Parties and are conducted as off-exchange, over-the-counter transactions not entitled to benefits or protections of transactions occurring on regulated exchanges and are subject to various risks including, but not limited to, the risks set forth in Section 15(a) below; (ii) any Foreign Exchange Transaction in which Customer engages with Intercam will be for and in connection with the conduct of Customer’s business and not for speculative or investment purposes; and (iii) Intercam is acting in the capacity of effecting Foreign Exchange Transactions through one or more correspondent third-party financial institutions, as the same may change from time to time, and that Intercam is not responsible and will not be held liable for any action(s) or omission(s) to act by such financial institutions.

Certain risks in connection with Foreign Exchange Transactions.

Exchange rate risk. Foreign currency exchange rates are not fixed and vary from time to time, in some cases substantially and within a short period of time. Any such variation(s) may have an adverse impact on the price at which Customer engages in Foreign Exchange Transactions and thereby the cost to Customer of engaging in such transactions.
Settlement, delivery and counterparty risk. Foreign Exchange Transactions will be effectuated through a correspondent account maintained by Intercam at one or more third-party financial institutions. There is a risk that any monies in such an account may become subject to levy or attachment by third-party creditors, or that such monies could become part of a claim or charge in bankruptcy. Intercam does not intend to specifically designate any such monies for the benefit or account of Customer, and as a result there is a risk that any such monies belonging to Customer may become encumbered or levied upon by legal actions or process unrelated or unknown to either Customer or Intercam. Any credit risk or liquidity risk to which Intercam or such correspondent account is subject may cause settlement risk that Intercam will fail to deliver and complete its obligations under this Agreement.
Operational and system risk. Foreign Exchange Transactions will generally be conducted using various processing systems to execute, clear and settle transactions across numerous and diverse payment mechanisms, each of which may be operated or maintained by third parties outside of Intercam’s control. In addition, Intercam will rely on information systems to store information about Customers. Certain of these systems will be operated by third parties, and Intercam cannot guarantee reliability of such third-party systems. Failures in any of such systems could result in errors made in the confirmation or settlement of transactions, or in transactions not being properly recorded, evaluated or accounted for. Disruptions in any computer systems, hardware, software or telecommunications equipment used or employed in connection with Foreign Exchange Transactions may cause, among other things, financial loss, the disruption of Customer’s business, potential liability to third parties, regulatory intervention or reputational damage.
Cybersecurity risk. Intercam, and any financial intermediary or service provider participating or involved in a Foreign Exchange Transaction, may process, store and transmit electronic information, including confidential or personally identifiable information of Customer. Although such parties are expected to have procedures and systems in place that are reasonably designed to protect such information and prevent data loss and security breaches, any such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect before loss occurs. Security breach in or of any of the relevant information systems may cause information relating to Foreign Exchange Transactions and confidential or personally identifiable information of Customer to be lost or improperly accessed, used or disclosed.

Section 16. Sanctions Compliance

In certain circumstances, Intercam, or its intermediary or correspondent financial institutions, may be obliged to freeze or block a Foreign Exchange Transaction to comply with Applicable Law, including compliance with US sanctions laws and regulations enforced by the Office of Foreign Assets Controls of the U.S. Department of the Treasury (“OFAC”). Intercam and/or the relevant intermediary or correspondent financial institution(s) each, as applicable, have a duty not to execute a Foreign Exchange Transaction prohibited by Applicable Law.
If this occurs, Intercam and its representatives are not liable to Customer for any resulting losses whatsoever and Customer agrees to indemnify and hold Intercam and its representatives harmless to the extent that Intercam and its representatives incur any losses in connection with the freezing or blocking of Customer’s Foreign Exchange Transaction.

Section 17. Errors and Discrepancies

Customer must promptly review each Confirmation, report, or other reporting or advisory communication regarding Foreign Exchange Transactions or transaction history issued by Intercam and promptly notify Intercam of any error, discrepancy, irregularity or unauthorized activity. Customer may not assert any claim against Intercam or its representatives in connection with any errors, discrepancies or irregularities if Customer did not exercise reasonable care in examining any such communication which reflected such errors, discrepancies or irregularities, or if Customer did not notify Intercam in writing and in a reasonably prompt manner that Customer disputes any information contained in, or missing from, any communication. Customer shall provide Intercam with all information necessary for Intercam to investigate the error, discrepancy, or irregularity. Customer may also contact Intercam’s regulators directly.

Intercam is a licensed money transmitter in several states. Please refer to our website www.intercamfx.us/contactos-estatales.html for additional information concerning complaints or suspected violations.

Section 18. Disclaimer of Warranties

For the avoidance of doubt, Intercam is not giving investment advice, tax advice, legal advice, or other professional advice in providing the services.

THE SERVICES INTERCAM OR ANY FINANCIAL INTERMEDIARY OR SERVICE PROVIDER PARTICIPATING OR INVOLVED IN A FOREIGN EXCHANGE TRANSACTION ARE PROVIDED ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS.

Intercam’s duties and obligations with respect to the services shall be determined solely by the express provisions of this Agreement, and no warranties, representations, covenants or obligations as to accuracy, completeness, non-infringement, merchantability, or fitness for a particular purpose, whether express or implied arising from course of dealing or course of performance, shall be read into this Agreement against Intercam. Intercam makes no, and hereby disclaims any, representation or warranty that any service will meet the Customer’s requirements or expectations or that any service will be uninterrupted, timely, secure, or error-free.

Section 19. Limitation of Liability; Indemnity

UNDER NO CIRCUMSTANCES SHALL INTERCAM AND ITS REPRESENTATIVES BE LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR LOST REVENUE, PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF INTERCAM OR ITS REPRESENTATIVES HAVE BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE AS A RESULT OF OR ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES OR IN ANY WAY CONNECTED TO THIS AGREEMENT. THE PARTIES AGREE THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, WITHOUT WHICH INTERCAM WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. THE LIMITATIONS OF LIABILITY STATED IN THIS AGREEMENT SHALL HAVE EFFECT TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Intercam’s (and its representatives’) liability under this Agreement for any breach by it shall be limited to the currency value of the Foreign Exchange Transaction as at the Transaction Date only.

Customer will indemnify, defend, and hold Intercam and its representatives harmless from and against any and all claims, losses, damages, judgments, tax assessments, penalties, and interest arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of Customer’s representations, warranties, or obligations set forth in this Agreement; (b) Customer’s wrongful or improper use of the services; (c) Customer’s violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; and (d) Customer’s violation of any law, rule or regulation of any country. These indemnities will survive the termination of this Agreement.

Section 20. Intellectual Property

Unless otherwise indicated, Intercam’s website, corresponding mobile application, and any material provided pursuant to this Agreement is Intercam’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by Intercam or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the website “AS IS” for your information and use only in connection with this Agreement. Except as expressly provided in this Agreement, no part of Intercam’s website and materials and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Intercam’s express prior written permission.

Section 21. Communication and Notices; Privacy

Customer agrees that Intercam may communicate with and give notice to Customer in writing, by facsimile and electronically, via electronic mail to Authorized User or via Intercam’s online systems. All such communications will be considered to have been provided in accordance with the terms of this Agreement. Customer agrees that it is Customer’s responsibility to access all such communications. Customer must inform Intercam immediately in writing of any material change affecting Customer including but not limited to changes to: beneficial ownership (who the Beneficial Owner(s) is/are), address, delivery information, Customer financial institution or designated account(s) or its bank/financial institution from which Intercam has been granted the authority to initiate electronic debits.
To the extent permitted by law, Customer consents to receive all required notices, disclosures, Confirmations, and statements in electronic form. Customer’s consent will remain in effect until withdrawn. Customer may withdraw its consent through the submission of a request to compliance@intercamfx.us. The request to withdraw consent shall include Customer’s name, federal tax identification number, and a clear message explicitly stating the desire to withdraw consent to electronic communication. Intercam reserves the right to terminate this Agreement upon the receipt of a request to withdraw consent to electronic communication. In order to ensure that Intercam is able to provide all required notices, disclosures, Confirmations, and statements electronically, Customer covenants to notify Intercam of any changes to the email address stated on the Application.
Intercam shall collect, use, and disclose personal information received from Customer in accordance with its Privacy Policy available at www.intercamfx.us/legal.

Section 22. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (hereinafter, a “Dispute”), the Party raising such Dispute shall notify the other promptly and no later than sixty (60) days from the date of its discovery of the Dispute. The Parties shall cooperate and attempt in good faith to resolve any Dispute promptly by negotiating between persons who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration and performance of the provisions or obligations of this Agreement that are the subject of the Dispute.
Any Dispute which cannot otherwise be resolved as provided above shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York, New York. The arbitration shall be conducted in the English language before a single arbitrator. The arbitrator shall be selected by mutual agreement of the Parties or, if the Parties cannot agree within 30 days from the first referral of the Dispute to the AAA, then by the AAA in accordance with its rules. The arbitral award shall be final and binding on the Parties. The arbitrator shall issue and written and reasoned award and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived. Each Party retains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitration; (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate; and (iv) to enforce any decision of the arbitrator, including the final award. The Parties will each be responsible for paying their own attorneys’ fees and costs of the arbitration, subject to any remedies to which a Party may later be entitled under applicable law or a reasonable award of fees and costs made by the arbitrator.
The Parties agree that this Section 21 shall not prevent Intercam from seeking payment for unsettled amounts through the use of a collection agency duly registered in the relevant jurisdiction. Should recovery not be successful through the collection agency process, the Parties shall subsequently attorn to the process set out in this Section 21.

Section 23. Prohibition Against Assignment

Customer may not assign this Agreement nor any rights or obligations hereunder or provide as security any interest or right in Foreign Exchange Transactions entered into hereunder to any third party without the prior written consent of Intercam. If Intercam provides its written consent to any assignment of this Agreement, this Agreement shall be binding upon the successors, heirs, and assigns of Customer. Intercam may assign this Agreement without consent by Customer.

Section 24. Term of Agreement

This Agreement shall continue in full force and effect until terminated by Intercam or Customer upon written notice to the other Party. Notwithstanding the termination of this Agreement, the provisions of this Agreement shall continue to apply to any Foreign Exchange Transaction(s) executed prior to such termination.

Section 25. Waiver

Intercam’s failure to exercise any of its rights under this Agreement shall not be deemed a waiver of such rights or remedies at a later time nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 26. Severability

If any provision of this Agreement shall be held to be unenforceable by a court of competent jurisdiction, the remainder of the provisions shall remain in effect and shall be binding upon the Parties.

Section 27. Governing Law and Venue

This Agreement shall be construed and interpreted in accordance with the laws of the State of New York without giving effect to its conflict of law or choice-of-law principles . The Parties consent to the jurisdiction of state or federal courts located in New York County, New York for purposes of any matter arising under or in connection with this Agreement. The Parties each hereby irrevocably waives any and all right to trial by jury and any right to participate in any class action or class arbitration of any claim or cause of action in any proceeding arising out of or related to this agreement or the transactions or events contemplated hereby or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party.

Section 28. Entire Agreement. Modifications

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the Parties, whether oral or written. The terms of this Agreement may not be changed, modified or supplemented except by an instrument in writing agreed upon by both Parties. Notwithstanding the foregoing, Intercam reserves the right, in its sole discretion, to change, amend, or otherwise modify this Agreement at any time upon written notice to Customer. Any changes, amendments, or modifications so conveyed to Customer shall be effective from the date such change, amendment or modification goes into effect, unless otherwise state.