CLIENT SERVICE & RISK DISCLOSURE AGREEMENT

This GStocks PH Service Terms and Conditions (the "Terms") will cover GCash’s Stock Trading Platform, GStocks PH, which allows you to register, top-up, withdraw, buy/sell stocks, review stock and portfolio performance, and access relevant reports through the App, particularly via the GCash mobile application (the “GCash App”), owned and operated by G-Xchange, Inc. (“GXI”), of your (“you” or the "Customer") GStocks PH Account with AB Capital Securities, Inc. (ABCSI; the "Broker"). 

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In consideration of the Broker accepting and maintaining a trading account for you, and GXI providing you access through its GCash App, you hereby agree that you have read, understood, consented and agreed to all the terms and conditions contained in the following Agreement:

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1. Your ticking of the appropriate terms and conditions and the submission of the relevant registration details via the GCash App constitutes your official signature(s) of the trading account and may be used for verification of the said signature(s) at all times and for all purposes that encompass these Terms.

2. You hereby represent and warrant as follows: (i) you are of legal age, have full capacity and not otherwise disqualified from executing this agreement and complying with the terms and conditions hereof. 

3. You shall explicitly agree to be bound to the by laws, constitution, rules, regulations, oversight, customs and usage of the Philippine Stock Exchange (PSE), and its clearing house, the Securities Regulation Code (SRC) of the Securities and Exchange Commission (SEC) and Capital Market Integrity Corporation (CMIC), and other pertinent laws, rules and regulations, if any, on which such transactions are executed, and shall be held liable for any breach of such laws, rules and regulations. Furthermore, you consent to the submission of any electronic recording of online transactions to the concerned regulatory bodies upon their request.

4. The Internet service for GStocks PH is provided on a best-efforts basis by a third party Internet Service Provider (ISP). Since neither the Broker nor GXI is the provider of the Internet Service, the Broker and/or GXI shall not be liable for the performance, acts, or omission of the said Internet service. 
   
   Reasonable care and diligence have been taken by the Broker in the choice of its ISP for GStocks PH. However, there can be no assurance about the performance and availability of such through the Internet, and no such assurance is hereby made, and no assurance shall be deemed to have been made by the Broker and/or GXI by virtue hereof (i.e. possibilities of discrepancy in the data displayed, technical glitch, delayed execution and other risks associated with GStocks PHtransactions).
   

5. You understand that the Broker and/or GXI provides no tax, legal, or investment advice of any kind, nor gives advice or offers any opinion with respect to the nature, potential value, or suitability of any particular securities transaction or investment strategy. 
   
   You further understand that while you may be able to access investment research reports through the Internet from the website or app, including computerized online services, the availability of such information does not constitute a recommendation to buy or sell any of the securities discussed therein. Any investment decisions you make will be based solely on your own evaluation of your financial circumstances and investment objectives. 
   
   Any order entered using your secured app credentials is yours. If third parties gain access to our services, including your trading account, you will cooperate in defending and indemnifying the Broker and/or GXI against any liability, costs or damages arising out of claims or suits by such third parties based upon or relating to such access and use.
   
   

6. You understand that all orders entered by you electronically are based upon your investment decisions and are unsolicited and your sole responsibility and you will not hold, nor seek to hold, the Broker and/or GXI or any of its officers, directors, employees, agents, subsidiaries or affiliates, liable for any trading losses or other losses incurred by you. 
   
   You understand that entering an order with the Broker through the GCash App, including market orders, does not guarantee execution of the order (e.g. technical glitch, unmatched posting(s), etc.), and you agree that the Broker and/or GXI shall not be responsible for any order that is not executed. 
   
   You understand that the Broker has the right to break any executed transaction on the grounds that it was, in the Broker's opinion, "clearly erroneous". The Broker shall not be deemed to have received any order electronically transmitted by you until we have actual knowledge of such order, as indicated in the Online Trading Facility system logs. 
   
   When you place a request to cancel an order, the cancellation of that order is not guaranteed. Your order will only be canceled if your request is received in the marketplace and matched up with your order before your order is executed. During market hours, it is rarely possible to cancel your market order as market orders are subject to immediate execution (cancellation of order(s) cannot be made during pre-opening from 9:15am to 9:30am). Do not assume that any order has been executed or cancelled until you have received a transaction confirmation from the Broker via email. 
   
   You understand that the Broker, from time to time, receives late reports from the exchange reporting the status of transactions. Accordingly, you may be subject to late reports related to orders that were previously unreported to you or reported to you as being expired, cancelled, or executed. In addition, any reporting or posting errors, including errors in execution prices, will be corrected to reflect what actually occurred in the marketplace.
   
   

7. For use of GStocks PH, you will have a Single Sign On through the GCash App, that will enable you to place orders and access account information. You acknowledge, represent and warrant that you are the sole and exclusive owner and are the only authorized user of your secured app credentials which provides access to your GCash account and/or trading account, and that you accept sole responsibility for use, confidentiality and protection of your app credentials, as well as all orders and information changes (i.e., change of address) entered into your trading account using your app credentials.
   
   You shall be liable for all transactions placed through GStocks PH resulting from the use or misuse of your app credentials, GCash App, and your trading account. You accept full responsibility for the monitoring and safeguarding of your trading account. You will immediately notify the Broker and GXI customer service thru GCashCS@abcapital.com.ph, delivered via email or through the aftersales channels, if you become aware of any loss, theft, suspicious or fraudulent activity, or unauthorized use of your app credentials and account number; or any failure by you to receive a message from us indicating that an order was received and executed; or any receipt by you of confirmation of an order and/or execution which you did not place; or any inaccurate information in your account balances, securities positions, or transaction history. 
   
   The Broker and/or GXI shall not be liable for any transaction or losses from your trading account despite receipt of your notice of loss or unauthorized use of your app credentials if such transaction or losses occurred at or prior to the system tagging of your accounts, or failure of the computer machine to register such notice of loss or for any reason whatsoever. As a risk management protocol, and in accordance with the "Direct Market Access Agreement" with the PSE, you will be encouraged to renew your GCash App credential regularly. However you have the option to retain the same GCash App credentials. Furthermore, you are required to log off from electronic trading when not in use. If you fail to do so, your access will automatically be logged off in five (5) minutes without prior notice or warning. The Broker and/or GXI will not be responsible for any losses, claims or damages incurred arising from your failure to log off.
   
   Process of Online posting and execution: GStocks PH is automated, and therefore, does not require the Broker intervention or manual approval. You have the ability to invest in stocks through the internet by simply entering your transaction (Buy or Sell). You understand that there will be a pre-set mandatory risk filter imposed by the Broker for the validation of electronic orders. Currently, the price that you can place is a maximum of ten (10) percent from the last traded price. The limit is also being observed following PSE's floor and ceiling price levels. If you breached the said specific parameters, then your electronic orders will be rejected. You understand that specific parameters may be amended from time to time. During normal operation, the guarantee time of process from sending order to the PSE Board is approximately three (3) seconds.
   
   

8. The risks attendant to the use of GStocks PH shall be for your account in as much as the use of GStocks PH is electronically and system generated. You authorize the Broker to make transactions in accordance with the order details received via GStocks PH. The Broker and/or GXI, its directors and employees, its affiliates, and the PSE, its directors and employees, will not be liable for any consequential, incidental, special or indirect damage (including lost profits, trading losses, and damages) that result from inconvenience, delay or loss of the use of GStocks PH, even if the Broker and/or GXI has been advised of the possibility of such damages.
   
   The use and storage of any information including, without limitation, the app credentials, portfolio information, transaction activity, account balances and any other information or orders available on your personal computer and/or mobile device is at your own risk and is your sole responsibility.
    

9. The Broker and/or GXI, together with their affiliates, the PSE, its directors and employees will not be liable for any losses not directly attributable to the fault or gross negligence of the Broker and/or GXI, or its affiliates, including but not limited to the failure of Internet service, electronic or mechanical equipment or communication lines, telephone or other interconnection problems (e.g. if you are unable to access your online service provider), unauthorized access, theft, operator errors, severe weather, earthquake, floods and strikes or other labor problems. The Broker and/or GXI may modify GStocks PH or change these Terms, in whole or in part, upon notice through the GStocks PH and/or in the GCash App.
   
   
10. On August 11, 2011, the SEC granted ABCSI exemptive relief from SRC Rule 30.2-2. Accordingly, you agree to accept confirmation electronically through media such as email or through the GCash App. This shall be binding in the absence of any written objection received by ABCSI not later than 10:00am of the next business day.
    
    On July 7, 2016, the SEC granted ABCSI approval to use electronic format for the customer Statement of Account (SRC Rule 52.1.8.2 of the 2015 SRC-IRR). You can view or download the document that’s emailed to you by the Broker or, when available, you can view and/or download via GStocks PH Both the Broker and GXI shall immediately notify you in case there is any change in the information provided or representation made by either the Broker or GXI in these Terms. 

11. You understand that the Broker and/or GXI may at any time, at their discretion and without prior notice to you, prohibit or restrict your access to the use of GStocks PH app or related services and your ability to trade due to violations of applicable SEC, PSE, CMIC and AML rules. The Broker may terminate your account at any time for reasons cited above and without prior notice to you. The closing of an account will not affect the rights and/or obligations of all parties incurred prior to the date the account is closed. The Broker can reject any electronic orders, if in its absolute discretion, there are grounds in doing so, and shall not be bound to furnish you any reasons thereto. Likewise, you shall not transmit, distribute, redistribute, disseminate or make available to any third party the data arising from or derived from the PSE trade.

12. All orders for the purchase of securities through GStocks PH Facility will be on cash basis using your Trading Wallet. Your account must contain sufficient funds to cover the purchase price of the securities, the Broker's commission, and all the applicable costs attributable to you as the buyer. There is a limit to the amount you can trade for buy orders. Your limit will be the amount available in your account balance (e.g. Upon posting(s) of your purchase order(s), your available cash balance will be reduced by the amount of the said posting(s)). Any order inadvertently accepted and executed without sufficient funds in the account will be subject to cancellation or liquidation at the Broker's discretion. You are responsible for all of your orders, including any orders which exceed available funds in your account. If payment is not received by settlement date, or as market conditions warrant, your account may be liquidated, without prior notification. In the event your account is liquidated, you will be liable for any resulting losses and all associated costs incurred by the Broker.

13. The Broker requires that stocks in good deliverable form be deposited into your GStocks PH account prior to the acceptance of a sell order (your sell order(s) cannot be executed if shares of stock (scripless) are not available in your portfolio). In the event a sell order is inadvertently accepted and executed without the required stock deposited in your account, you agree to immediately deliver to the Broker the securities sold in good deliverable and negotiable form. You are responsible for any losses or expenses incurred by the Broker as a result of your failure to make such delivery. In order to complete your short sale, the Broker must be able to borrow the security you sold and did not own. You will be subject to a buy-in of the security for your account and at your expense if we are subsequently unable to borrow the security that you have sold short. If the securities are bought in, you will be responsible for any resulting losses and all associated costs incurred by the Broker. The proceeds of all sales will be retained in your account unless you request otherwise. All other sell orders will be for securities owned by you at the time the order is placed, and must be long and in good deliverable form in your account on the date of the transaction.

14. You understand that the Broker may charge commissions and other fees for execution or any other service furnished to you, and you agree to pay such commissions and fees at the Broker's then prevailing price. You acknowledge and agree that such commission rates and fees are determined and set solely by the Broker and are subject to change at any time, with reasonable notice by posting such notice on the website, and you agree to be bound thereby. You agree to pay any applicable Electronic Communication Network fees. You further agree to pay all applicable fees and taxes. 
    
    The schedule of fees is as follows and is also available on the Broker's website:
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15. The Broker will receive dividends on your behalf, and will credit to your trading account on or shortly after the payable dates. You will be notified of any subscription rights received by the Broker for your trading account.
16. Any and all securities, or contracts relating thereto, now or hereafter held or carried by the Broker in any of your trading account (either individually or jointly with others), are to be held by the Broker as security or collateral for the payment of any liability to the Broker in any of the said account(s), with the right on the part of the Broker to transfer moneys or securities from any one account(s) to another when in the sole and exclusive judgment of the Broker, such transfer may be necessary; and all such securities may, from time to time, and without notice be pledged and repledged by the Broker, either separately or in common with other securities, for any amount due upon your account(s), without the Broker retaining in its possession or control for delivery a like amount of similar securities or commodities.

17. The Broker shall have the right, whenever in sole or exclusive discretion, and whenever necessary for its protection, or in the event that: (i) a petition for bankruptcy, or for appointment of a receiver is filed by or against you, or (ii) an attachment is levied against your account(s) with the Broker, or (iii) you fail to comply with the provision of Section 12 and 13 hereof, and in all cases, regardless whether, the account is carried individually or jointly with others: (x) to buy any or all securities and commodities which may be short in such account(s), as well as (y) to transfer money or securities from any one of your account(s) to another, and to close any or all outstanding contracts, all without the need of notice or demand for margin, additional security or collateral, or notice of sale or purchase, or any other notice or advertisement, all of which are hereby waived. Any such sales or purchases may be made at the discretion of the Broker of any exchange or other market where such business is then usually transacted, or at public auction or private sale all without need of notice or demand all of which are hereby waived; and in case of sale at public auction or on an exchange, the Broker may be purchasers for its own account. Notwithstanding the foregoing, you shall, at all times, be liable for the payment of any amount owing on your account(s) with the Broker upon demand and that you shall be liable for any deficiency remaining in any such account(s) in the event of the liquidation thereof in whole or in part by the Broker or by you. For the purpose of selling, buying, or performing other acts pursuant to the above paragraph, you hereby irrevocably appoint the Broker, its successors or assigns, as your attorney in fact with power to sell, buy or act, for any of your account(s) (whether carried individually or jointly with others), to agree upon the price of said securities, execute bills of sale, receipts, assignments of all your rights, title and interest to the purchaser(s) thereof. The Broker is also authorized to deliver or accept delivery of the corresponding stock certificates and/or any portions of the securities held under any of your account(s) (whether carried individually or jointly with others) and herein pledged to be transferred to the name of the Broker or its nominee. All acts and things which the Broker may do or cause to be done in accordance with the power herein conferred upon the Broker are hereby deemed ratified by you.

18. Any amount due from you to the Broker shall bear interest at a rate which shall be determined by the Broker and at which rate shall be equivalent to the cost of the funds of the Broker for maintaining such balances.

19. It is agreed that in the event of any controversy or litigation arising out of this Agreement, the books of the Broker shall be final and conclusive evidence of the amount due to the Broker. It is further agreed that these Terms and any controversy arising hereunder shall be subject to the provisions of the Philippine Constitution, applicable laws and rules and regulations of the SEC, the PSE, BSP, and other applicable regulatory agencies and customs, usages and practices of the foregoing, it being understood that the said provisions, customs, usages and practices shall for all intents and purposes be deemed integral parts of these Terms. In the event of any controversy or litigation arising out of these Terms, the Broker and/or GXI shall be entitled to reimbursement for all actual expenses of litigation as well as attorney's fees and cost of suit, all of which shall be in amount equivalent to not less than twenty five percent (25%) of the total amount of your indebtedness then outstanding to the Broker and/or GXI. Venue for litigation shall be in the proper courts of Taguig, and you hereby waive any other applicable venue.

20. Communication may be sent to you at your postal or email address or at such other addresses as you may hereafter give to us in writing or enter on the website and/or app. All communication so sent, whether by SMS, in-app notifications, mail, email, telegraph, fax, messenger or otherwise shall constitute personal delivery to you and be deemed delivered and received by you whether actually received or not. It is also agreed that all communication sent to your indicated address shall be conclusive and binding on you, in the absence of any written objection received by the Broker within twenty-four (24) hours from the time the communication was sent to the said address.

21. You agree that as a GCash App user, you can have only one (1) GStocks PH with the Broker, regardless of how many mobile numbers you may have, or how many accounts you may have with GXI.

22. You acknowledge that the opening of a Trading Account with the Broker via the GCash App can take up to seven (7) banking days from the time the registration form in the GCash App was successfully submitted. 

23. Upon opening a Trading Account through the GCash App, you acknowledge that you can only top-up or withdraw funds to and from your trading wallet via the GCash App. The top-up of funds from your GCash wallet into your trading wallet will be processed on the next banking day (“Top Up”). The withdrawal of funds from your trading wallet to the GCash wallet will be processed within two (2) banking days (“Withdrawal”). The stated processing time for Top Up and Withdrawal may be extended to up to three (3) banking days in case of unforeseen circumstances. Further, you acknowledge that should you opt to open a Basic Trading Account, you are entitled to a Top Up amount (also known as Buying Power) of less than or equal to fifty thousand pesos (Php50,000.00) on any given day. On the other hand, there is no Top Up amount cap should you opt to open a Full Trading Account. There is no Withdrawal amount cap for both Basic and Full Trading Accounts, and you are able to make a Withdrawal request so long as the amount is equal to or below your withdrawable balance.

24. Should you wish to change the mobile number linked to your GStocks PH Account, you acknowledge that it will take up to seven (7) working days to execute.

25. An account shall be placed in inactive status if there is no log-in, trading or funding activity, as determined by GXI in its sole discretion, for a period of ninety (90) consecutive days, unless the user has any holdings or stock positions. ABCSI shall notify the user via his linked e-mail address of the inactive status of his account.
    
    Once the account is deemed to be inactive, certain restrictions may apply, including but not limited to:
    - Temporary suspension of trading capabilities.
    - Limited access to account features and services.
    
    In order to reactivate an inactive account, the user must top up his GStocksPH trading wallet. After topping up, activation of the account will take up to two (2) business days, and upon activation, ABCSI shall notify the user via e-mail of the reactivation of his account. GXI and ABCSI shall not be liable for any loss or damages incurred due to account inactivity or dormancy, including but not limited to missed trading opportunities, market fluctuations, or unauthorized access during dormancy. The account holder acknowledges and agrees to abide by the terms outlined in this Account Inactivation Policy.

26. In the event that you are unable to access the GCash App, you may call the Broker’s Hotline at +63-2-8898-7585 or send an email to the Broker via GCashCS@abcapital.com.

27. You understand that shall you have any inquiries, requests and complaints, you may submit your concerns thru the Help Center in the GCash App. In the event that your concern or request is related to an update on your trading account information or sell/ buy order, the GXI customer service team shall direct your queries to the Broker. GXI customer service team shall revert to you within three (3) banking days or as soon as Broker replies to the queries whichever is earlier.

28. This Agreement shall likewise take effect immediately, and shall not be revoked by a party except upon five (5) days prior written notice to the other party, and in any event, notwithstanding such revocation, the terms hereof shall continue to be effective as against all transactions entered into by the Broker prior to receipt by the Broker of the written notice of revocation from you. This Agreement shall inure in favor of the Broker's successors and assigns and shall continue until a signed notice of revocation is received.

29. References to the SEC, the PSE and the BSP shall be deemed to refer also to their successors in interests and assigns.

30. You agree to the risks involved in investing in the Philippine stock market and returns are not guaranteed.

31. You agree that it is your responsibility to keep your information, including your ID current and updated with ABCSI and GXI, and that you may be requested to update your GStocks PH account information once every two (2) years or as may be requested by the Broker and GXI.
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32. It is hereby further agreed that these Terms are published herein, as if they were stated at length over your signature(s) here to affixed and they are therefore unconditionally agreed to.

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