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Seed SEF
Chapter 3. Participant Access
Rule 301. Applicability of Rules; Jurisdiction

ANY MARKET PARTICIPANT THAT DIRECTLY OR INDIRECTLY EFFECTS A TRANSACTION ON THE PLATFORM, OR ANY PARTICIPANT, AUTHORIZED TRADER OR OTHER PERSON ACCESSING OR ENTERING ANY ORDER OR SUBMITTING ANY SWAP INTO THE PLATFORM OR EXECUTING ANY TRADE PURSUANT TO THESE RULES: (I) SHALL BE BOUND BY AND SUBJECT TO, AND AGREES TO COMPLY WITH, THE RULES; (II) CONSENTS TO AND SHALL BE SUBJECT TO THE JURISDICTION OF SEED SEF WITH RESPECT TO ALL MATTERS ARISING OUT OF OR RELATING TO SUCH STATUS OR ITS ACTIONS OR OMISSIONS WITH RESPECT TO SUCH STATUS AND USE OF OR ACCESS TO SEED SEF; (III) SHALL ASSIST SEED SEF IN COMPLYING WITH ITS LEGAL AND REGULATORY OBLIGATIONS AND COOPERATE WITH SEED SEF, (AND ITS REGULATORY SERVICES PROVIDER, AS APPLICABLE) AND ANY REGULATORY AUTHORITY IN ANY INQUIRY, INVESTIGATION, AUDIT, EXAMINATION OR PROCEEDING; AND (IV) AUTHORIZES Seed (AND ITS APPLICABLE REGULATORY SERVICES PROVIDER, IF ANY) TO PROVIDE INFORMATION WITH RESPECT TO IT TO THE REGULATORY SERVICES PROVIDER OR ANY GOVERNMENT, REGULATORY OR SELF-REGULATORY ORGANIZATION. 

Rule 302. Impartial Access

Consistent with Applicable Law, Seed SEF provides access to ECPs on a fair, non-discriminatory and open basis. Participant status, and access to, and usage of, the Platform in such capacity is available to all market participants that meet the criteria set forth herein and validly engage in Transactions. 

Rule 303. Criteria for Becoming a Participant
(a) To be eligible for admission as a Participant on Seed SEF, an applicant must demonstrate to the satisfaction of Seed SEF that it:
(i) is an Eligible Contract Participant;
(ii) is of good reputation and business integrity;
(iii) maintains adequate financial resources and credit;
(iv) is of the age of majority in the individual’s state of residence (if individual);
(v) is validly organized, in good standing, and authorized by its governing body and, if relevant, documents of organization, to trade Contracts (if an entity);
(vi) is not subject to statutory disqualification under Section 8a(2) of the CEA;
(vii) has not filed for bankruptcy;
(viii) holds all registrations under Applicable Law, including any Swap Dealer, Major Swap Participant, Introducing Broker, Futures Commission Merchant, commodity pool operator, commodity trading advisor, associated person registration, as applicable;
(ix) is not legally or otherwise prohibited from using Seed SEF or entering into Transactions on Seed SEF or subject to the Rules;
(x) is not an Officer, employee or affiliate of Seed SEF or one of its Affiliates;
(xi) is not an ISV;
(xii) complies with the applicable technical access standards, security protocols and technical specifications for connection to Seed SEF’s electronic system as may be specified by Seed SEF from time to time;
(xiii) consents to Seed SEF’s jurisdiction pursuant to Rule 301; and
(xiv) satisfies such other criteria as Seed SEF may specify from time to time.
(b) If a Participant’s status as an ECP changes, such Participant must immediately notify Seed SEF. Seed SEF shall monitor its Participants to ensure that each Participant continues to qualify as an ECP.
(c) Each Participant that is an Account Manager must provide Seed SEF upon Seed SEF’s prior Written request, with Written representation or proof of authority to place Orders and execute Transactions on Seed SEF on behalf or in the name of each Client.
(d) Once admitted, the Participant shall continue to comply with applicable eligibility criteria in this Rule 303.
Rule 304. Authorized Traders
(a) Each Participant that is not a natural Person shall designate one or more Authorized Traders, who will conduct SEF Activity on behalf of the Participant.
(b) Each Authorized Trader:
(i) must be a natural person;
(ii) must satisfy any other requirements as may be prescribed by Seed SEF from time to time and;
(iii) must have a User ID.
(iv) holds all registrations under Applicable Law, including Introducing Broker, commodity pool operator, commodity trading advisor, and associated person registration, as applicable.
(c) Without limiting the foregoing, each Authorized Trader will abide by applicable Seed SEF Rules and Applicable Law, and each Participant will ensure on an ongoing basis that:
(i) none of its Authorized Traders is subject to disqualification pursuant to any Applicable Law;
(ii) each of its Authorized Traders will be technically proficient;
(iii) each of its Authorized Traders will conduct its business in a fair and equitable manner; and
(iv) each of its Authorized Traders will conduct its business in accordance with Seed SEF Rules.
(d) By agreeing to become an Authorized Trader, an individual agrees to be bound by the duties and responsibilities of an Authorized Trader under these Rules and to be subject to, and comply with, Seed SEF Rules.
(e) Seed SEF may terminate, revoke or suspend any Authorized Trader in accordance with the provisions of CHAPTER 9 of these Rules. Upon such termination, revocation or suspension, Seed SEF will disable access of such Authorized Trader to Seed SEF.
Rule 305. Application, Withdrawal and Termination of Status
(a) A Person that wishes to become a Participant must satisfy the following:
(i) Provide such information and documentation as may be requested by Seed SEF or its Regulatory Services Provider acting on behalf of Seed SEF.
(ii) Follow the application procedures designated by Seed SEF.
(iii) Execute the applicable Participant Documentation and any other documentation that may be required by Seed SEF from time to time.
(iv) Designate one or more Participant User Administrators, and such Participant User Administrator shall identify to Seed SEF, if desired, one or more initial Authorized Traders.
(b) Seed SEF may conduct such investigations or inquiries as it determines appropriate in connection with an application to become a Participant or Authorized Trader
(c) If Seed SEF determines to admit a Participant, it shall promptly notify the applicant and specify the date as of which such status will be effective. Seed SEF may accept a Participant, subject to conditions as it determines, subject to Rule 302 and Applicable Law (in which case Seed SEF shall notify the applicant Participant of such conditions).
(d) If Seed SEF denies an application for Participant it shall promptly notify such Person thereof in writing, stating the reasons for such denial. Within 10 Business Days thereafter, such Person may request Seed SEF to reconsider such decision (and may provide any relevant statements or information in connection therewith) and/or request that the Board review such denial.
(e) Any Participant may withdraw from its status as such by filing a request therefor with Seed SEF in the form specified by Seed SEF. Such withdrawal shall not affect the obligations of such Person incurred prior to such withdrawal or affect the jurisdiction of Seed SEF over such Person with respect to matters occurring or arising prior to such withdrawal.
Rule 306. Participant User Administrators
(a) Each Participant shall have at all times one or more “Participant User Administrators.” Seed SEF will issue to a Participant and its Authorized Traders, User IDs for access to the Platform. The Participant User Administrator shall be responsible for requesting User IDs for Authorized Traders and notifying Seed SEF of the need to terminate any previously issued User IDs to Authorized Traders for that Participant.
(b) The Participant User Administrator shall be responsible for all communications between Seed SEF and Participant with respect to User IDs and access to the Platform, and any notices or other communications sent to the Participant User Administrator by Seed SEF relating to User IDs and other related administrative matters shall be binding on Participant. The Participant will promptly notify Seed SEF of any change in its Participant User Administrators.
(c) Participant acknowledges and agrees that it will be bound by any actions taken through the use of such Participant’s User IDs including any of those User IDs issued to its Authorized Traders, whether or not such actions were actually authorized. In addition, Participant acknowledges that Seed SEF may rely upon, and will be fully released and discharged by Participant for acting upon, any information, data, Transaction details, Orders, acknowledgements or instructions that are (i) entered, imported, transmitted or otherwise communicated under its Authorized Trader’s User ID (whether or not such action was actually authorized by Participant), or (ii) are otherwise reasonably believed by Seed SEF to be genuine and to have been communicated or presented on behalf of Participant by an Authorized Trader, whether via the Platform or otherwise.
(d) In no event may a Person enter an Order or permit the entry of an Order by an individual using a User ID other than the individual’s own User ID. Participant is solely responsible for controlling and monitoring the use of the User IDs. Participant will immediately notify Seed SEF of any unauthorized disclosure, unauthorized use of the User ID or access to the Platform, or of the need to deactivate any User ID.
(e) Participant agrees to provide Seed SEF with information related to Participant’s and its Authorized Traders’ use of the Platform upon Seed SEF’s written request, if such information is reasonably necessary in order to enable Seed SEF to assess the identity of any Person that is accessing the Platform through a User ID of a Participant, in order to maintain the integrity of the Platform, or to comply with Applicable Law.
Rule 307. Trading Privileges
(a) Admission as a Participant or Authorized Trader does not confer any right of ownership in, or right to direct the management of or attend or vote at meetings of, Seed SEF or right to share in the profits or revenues of Seed SEF.
(b) A Participant or Authorized Trader shall not be entitled to assign or transfer its status as such without the prior written consent of Seed SEF.
(c) All SEF Activity entered must be entered by an Authorized Trader designated by the relevant Participant. The foregoing will not prohibit a Participant from trading on behalf of another Participant. If a Participant is a natural person such Participant may enter SEF Activity on its own or another Participant’s behalf.
(d) All Participants must comply with the applicable provisions of the CEA and the CFTC regulations in their use of Seed SEF.
Rule 308. Dues, Assessments and Fees
(a) Seed SEF may establish transaction fees and other charges (“Fees”) for its services from time to time. Seed SEF will notify Participants of changes in the Fees by Notice and/or updates on Seed SEF’s website.
(b) Each Participant shall be responsible for paying all such Fees with respect to its SEF Activity.
(c) Seed SEF may deduct fees at the time of transaction(s) and/or may provide each Participant an invoice of all such Fees on a monthly or other basis determined by Seed SEF from time to time, which amounts shall be due and payable as paid or as set forth in such invoice. Late payments shall bear an interest rate per annum equal to the Prime Rate (as published in the Wall Street Journal) plus 1.5%, to the extent that such rate shall not exceed the maximum rate allowed by Applicable Law from the date due until paid in full; provided, however, that if the published Prime Rate is less than zero, the interest rate will be calculated as being equal to zero per annum In addition and notwithstanding anything herein to the contrary, in the event of any failure by a Participant to pay such Fees and without limitation of any other remedy, Seed SEF may temporarily or permanently limit, suspend or terminate such Participant’s Trading Privileges and/or access to Seed SEF without prior notice to Participant.
(d) Seed SEF may suspend a Participant’s Trading Privileges for failure to pay Seed SEF Fees as provided in Rule 308 in a timely fashion for such period as the Fees remain unpaid.
Rule 309. General Notices to Participants

Seed SEF may issue Notices to Participants generally (including of matters arising under the Rules or the operation of the Platform) from time to time in a form and manner reasonably designed to enable each Participant to become aware of the matters set forth therein. Without limiting the foregoing, Seed SEF may provide such notice by way of a published circular posted on Seed SEF’s website at www.seedcx.com

Rule 310. Communications Between Seed SEF and Participants
(a) Seed SEF may send any Notices hereunder (other than notices provided under Rule 309) to a specific Participant or Authorized Trader in writing and either (i) hand-delivered or sent by registered or certified mail or (ii) sent by electronic mail, in either case to the relevant address provided by such Person for such purpose. Each Participant shall provide to Seed SEF and maintain a current electronic mail address for the receipt of all such notices.
(b) All Notices to Seed SEF hereunder shall be sent by electronic mail to the following address: [email protected] or to such other address or by such other means as Seed SEF may specify by Notice from time to time.
Rule 311. Recording of Communications

SEF may record conversations and retain copies of electronic communications between Seed SEF Officials, on one hand, and Participants, their Account Managers, Authorized Traders, Supervised Persons or other agents, on the other hand, to the extent required by Applicable Law. Any such recordings may be retained by Seed SEF or the Regulatory Services Provider in such manner and for such periods of time as Seed SEF may deem necessary or appropriate in accordance with Applicable Law.

Rule 312. Compliance with the Commodity Exchange Act

All Seed SEF Participants shall comply with all relevant provisions of the CEA and the Rules and regulations duly issued pursuant thereto by the CFTC, including the filing of reports, maintenance of books and records, and permitting inspection and visitation by Authorized Representatives of the CFTC or Department of Justice.

Rule 313. Legal Certainty for Seed SEF Trades

A transaction entered into on or pursuant to Seed SEF Rules shall not be void, voidable, subject to rescission, otherwise invalidated, or rendered unenforceable as a result of: 

(a) a violation by Seed SEF of the provisions of section 5h of the Act or CFTC Regulations;
(b) any CFTC proceeding to alter or supplement a Rule, term, or condition under section 8a(7) of the CEA or to declare an emergency under section 8a(9) of the CEA; or
(c) any other proceeding the effect of which is to:
(i) alter or supplement a specific term or condition or trading rule or procedure; or
(ii) require Seed SEF to adopt a specific term or condition, trading rule or procedure, or to take or refrain from taking a specific action.
Rule 314. Market Maker Program

SEF may adopt a program granting one or more Participants benefits in return for assuming and fulfilling obligations in order to provide liquidity to the market. Any such program shall specify: 

(a) The qualifications to participate in, and the procedures to apply to, the program;
(b) The obligations which must be met, and
(c) The benefits that shall accrue to participants in the program.
Rule 315. Independent Software Vendor

For connections by ISVs to Seed SEF, Seed SEF will apply criteria governing such access that are impartial, transparent, and applied in a fair and nondiscriminatory manner. An ISV shall be permitted to connect to SEF if it meets the following conditions on a continuing basis: 

(a) The ISV applies for connection privileges on such form and with such supporting documents as Seed SEF may require;
(b) The ISV shall be duly organized, existing and in good standing under the laws of its jurisdiction of organization, as applicable shall be registered or licensed to do business as an ISV, have good commercial standing and adequate financial resources and credit as reasonably determined by Seed SEF;
(c) The ISV shall have such operational capabilities as Seed SEF shall reasonably determine are necessary and appropriate in the performance of ISV’s activities;
(d) The ISV shall meet any other criteria Seed SEF may from time to time prescribe; and
(e) The ISV shall pay such fees as established by Seed SEF, such fees being comparable for all ISVs with comparable access to, or obtaining comparable services from, Seed SEF.