18.  E*TRADE is one of the largest online focused broker-dealers in the  world and has over 30 brick and mortar locations across the United States. It also  offers other financial products and services including online banking. E*TRADE  aims to compete with traditional financial institutions by offering cheaper and more  user-friendly digital services. E*TRADE markets itself as the “original place to invest  online, and still one of the best.” E*TRADE, https://us.etrade.com/platforms (last  visited July 20, 2020). It further markets itself as “[t]he complete package for traders  who won’t compromise…with intuitive, easy-to-use trading platforms and apps,  specialized trading support, and stock, options and futures for traders of every level.”    65.  Plaintiffs hereby incorporate by reference the factual allegations set forth  above.   66.  Customers must enter into the Customer Agreement with Defendant  E*TRADE to open, establish and maintain an E*TRADE trading account for the  purchase, sale or carrying of securities or contracts relating thereto. Exhibit A at 1.  The Customer Agreement provides the terms and conditions “under which E*TRADE  will establish and maintain one or more accounts on behalf of the Account Holder and  shall govern the Account Holder's relationship with E*TRADE, including all  transactions between E*TRADE and the Account Holder and all products and services  now and in the future offered through E*TRADE.” Id.    67.  Use of E*TRADE’s website and platform is governed by E*TRADE’s  Customer Agreement which provides, as follows: “E*TRADE offers a variety of  ways to access the Account, including telephone, online, mobile application and  interactive voice response services.” The Customer Agreement further acknowledges  that E*TRADE’s website and mobile application may make available “Market Data”  which is defined as “all data distributed by E*TRADE regarding bids, offers and  market transactions and all information based on any such data.”    70.  Plaintiffs hereby incorporate by reference the factual allegations set forth  above.   71.  Plaintiffs and members of the Class and Subclass entered into the  Customer Agreement with Defendant E*TRADE to open an E*TRADE trading  account. Ex. A. They agreed to E*TRADE’s Terms and Conditions by using  E*TRADE’s website and trading platform.   72.  Plaintiffs and members of the Class and Subclass fulfilled their  obligations under these contracts by adhering to their terms and using E*TRADE’s  trading services through its website and trading platform.   73.  E*TRADE was obligated under the Customer Agreement and E*TRADE  Terms and Conditions to timely provide the trading services required under those  contracts at all times, including but not limited to when Plaintiffs and members of the  Class and Subclass attempted to use the service during the Outage.   76.  Plaintiffs hereby incorporate by reference the factual allegations set forth  above.   77.  E*TRADE had a duty to exercise reasonable care in conducting and  facilitating transactions for its customers.   78.  E*TRADE unlawfully breached its duties by, among other things, (i)  failing to provide adequate technological systems necessary to perform under the  contract; (ii) failing to provide trading services when an Outage occurred due to a lack  of infrastructure and alternate means for customers to place timely trades; (iii) failing  to provide access to its trading services in a timely manner; and (iv) otherwise  permitting the Outage prohibiting the parties from performing in a timely manner (or  at all) under the contracts.   80.  Plaintiffs hereby incorporate by reference the factual allegations set forth  above.   81.  E*TRADE had a duty to exercise reasonable care in conducting and  facilitating transactions for its customers.   82.  E*TRADE unlawfully breached its duties by, among other things, (i)  failing to provide adequate technological systems necessary to perform under the  contract; (ii) failing to provide trading services when an Outage occurred due to a lack  of infrastructure and alternate means for customers to place timely trades; (iii) failing  to provide access to its trading services in a timely manner; and (iv) otherwise  permitting the Outage prohibiting the parties from performing in a timely manner (or  at all) under the contracts.   83.  E*TRADE’s conduct as set forth in this Complaint was want of even  scant care, and its acts and omissions were and continue to be an extreme departure  from the ordinary standard of conduct. Indeed, E*TRADE essentially abandoned its  customers altogether during the Outage, a standard of care so far below what is  required for a business engaging in time sensitive trading services that it amounts to  a complete abandonment of its duties. No other conduct than that committed by  E*TRADE could be more grossly negligent than abandoning its customers altogether  for a substantial period of times during which they incurred substantial losses and  were unable to contact anyone at E*TRADE and then received grossly inaccurate  statements.   85.  Plaintiff Mohand hereby incorporates by reference the factual  allegations set forth above and further asserts this cause of action with respect to  himself individually and on behalf of the Subclass.   86.  E*TRADE has engaged in unfair competition within the meaning of  California Business & Professions Code section 17200, et seq., because E*TRADE’s  conduct is unlawful and unfair, as herein alleged.   87.  Plaintiff Mohand and members of the Subclass and E*TRADE are each  a “person,” or “persons,” within the meaning of Section 17201 of the California  Unfair Competition Law (“UCL”).   88.  The UCL prohibits any unlawful or unfair business practices or acts.  E*TRADE’s conduct, as alleged herein, constitutes an unlawful and unfair business  practice that occurred in connection with the marketing, advertisement, and sale of its  services.   89.  E*TRADE’s conduct, as described within, violated the UCL’s unlawful  prong because: (1) it constitutes a breach of contract or of the implied covenant of  good faith and fair dealing, and (2) constitutes negligence or gross negligence.   Breach of the Implied Covenant of Good Faith and Fair Dealing   For Breach of Contract    Gross Negligence   Negligence   Violation of California Unfair Competition Law,   Cal. Bus. & Prof. Code §§ 17200, et seq.  