UpOptions

TERMS OF BUSINESS

RETAIL CLIENT AGREEMENT

Note: This Retail Client Agreement is drawn up in the English language. In the event any translation of this Retail Client Agreement is prepared for convenience or any other purpose, or there is any conflict between the English version and any subsequent translation into any other language, the provisions of the English version shall prevail.

This Retail Client Agreement, along with any additional terms or policies incorporated herein by reference, as amended from time to time, (hereinafter the “Agreement”) sets out the terms under which all business dealings shall be transacted between the customer (“You”, “Client”) and us, Up Options LLC, having its registered address at First Floor, First St. Vincent Bank Ltd Building, James Street, Kingstown, St. Vincent and the Grenadines. (hereinafter referred to as the “Company”).

By clicking to accept, and by accessing the Site or using the services provided by the Company, the Customer understands, represents, acknowledges and agrees to be legally bound by this Agreement, including Privacy Policy, Risk Warning and Cookie Policy as amended from time to time, as if the Customer had manually signed this Agreement.

For Your benefit and protection, we strongly recommend that You take sufficient time to read the Agreement together with other policies and agreements available via https://www.upoptions.com/legal-documents (the “Site”) carefully prior to accepting the Agreement, and/or opening a trading account, and/or performing any transactions.

If You do not accept this Agreement, please refrain from using the Site, and/or Mobile Apps, and/or opening an account. Your use of the Site, and/or Mobile Apps constitutes acceptance of this Agreement.

Up Options LLC - First Floor, First St. Vincent Bank Ltd Building, James Street, Kingstown, St. Vincent and the Grenadines.

1 - DEFINITIONS AND INTERPRETATION

1.1. Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

• “Account” means an account opened by Client with the Company for trading.
• “Agreement” means this Retail Client Agreement, including Privacy Policy, Risk Warning and Cookie Policy as amended from time to time.
• “Mobile Apps” mean mobile apps available for Android and iOS in order to optimize the use of the Services on a smartphone or tablet.
• “Transaction” means any type of transaction performed by Client in the Account, including but not limited to buy and sell transactions related to financial instruments, deposits and withdrawals.
• “Services” means the services provided to Client by the Company.
• “Site” means the website of the Company, https://www.upoptions.com/

1.2. For purposes of this Agreement:

• the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;
• the word “or” is not exclusive; and
• the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

1.3. Unless the context otherwise requires, references herein:

• to Articles, Sections, and Schedules mean the Articles and Sections of, and Schedules attached to, this Agreement;
• to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof.

1.4. Headings of the Articles shall be used solely for reference and shall not affect the content and interpretation of this Agreement.

1.5. Unless the context otherwise requires, when used herein, the singular shall include the plural, the plural shall include the singular, and all nouns, pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, as the identity of the person or persons may require.

2 - INTRODUCTION

Scope of this Agreement

2.1. This Agreement sets out the terms under which all business dealings shall be transacted between Client and the Company. This Agreement governs every Transaction entered into or pending between the Company and Client upon acceptance of this Agreement by Client.

2.2. The Company does not provide services to citizens and/or residents of the North Korea, USA, Puerto Rico, Canada, Japan, Iran, Iraq, Lebanon and Turkey.

2.3. By accepting this Agreement, Client represents and warrants that Client is neither citizen nor resident of any of the above listed countries.

Commencement

2.4. This Agreement shall come into force on the date of its acceptance by Client.

2.5. This Agreement constitutes the entire agreement and understanding between the Company and Client and supersedes any and all prior and contemporaneous negotiations and understandings between the Company and Client either oral or written, expressed or implied.

Amendments

2.6. The Company reserves the right to modify or update any provision of this Agreement at any time for any reason and any such changes to this Agreement will supersede and replace any previous provisions of this Agreement effective immediately upon posting on the Site.

2.7. It is your responsibility to periodically review this Agreement for any changes made. The applicable version at any time shall be the latest version available on the Site. You expressly agree that in case of any disagreements or disputes, the latest version of this Agreement available on the Site at the time of the dispute shall prevail.

2.8. Your continued use of the Site, Mobile Apps and other services offered by the Company after posting the changes to this Agreement will constitute Your acceptance of such changes.

2.9. You should discontinue using the Site, Mobile Apps and other services offered by the Company if You do not agree with any changes to this Agreement.

3 - GENERAL

3.1. Client hereby acknowledges and accepts that:

• Fixed Time Trades are risky financial instruments and are suitable only for professional clients, who understand and have experience, and are willing to assume the economic, legal and other risks associated with Fixed Time Trades.
• Company does not provide any custody services to Clients.
• Company does not provide Clients with any sort of investment, financial, legal, tax advice or any other form of recommendation regarding Fixed Time Trades.
• Client, and not the Company, assumes all risks and liabilities related to Fixed Time Trades.
• Client is solely responsible for making any investment decisions; and the Company assumes no liability for any loss whatsoever as a result of Client’s trading strategies and decisions.
• Company shall not be held responsible for any delays, delivery failures, or any loss or damage which results from the transmission of information over any network, including but not limited to the Internet.
• Company shall not be held responsible for any damages or losses resulting from hacking, tampering or other unauthorized access or use of the Site, Client’s data, or Account.
• Company reserves the right to process and execute Client’s orders even if such orders are or may be unprofitable for Client.
• Client is solely responsible to ensure that no other third party, including without limitation to any next of kin and/or to members of his/her immediate family, shall gain access to and/or trade through the Account opened in his/her name.
• Company shall rely on any instruction coming from any person in possession of Client’s login details as if these instructions were coming from Client, without the Company making any further enquiry.
• Client is liable for all losses incurred when lost or stolen account credentials are used to perform Fixed Time Trades by any third party.
• Company shall not be held liable for the results of the Client’s Transactions.
• Company shall not be held liable for loss suffered by Client in connection to Client’s funds held by the Company, unless such loss directly arises from the Company’s gross negligence, willful default or fraud.
• Company shall not be held liable for any default of any counterparty, bank, custodian or other entity where Client’s money is held or with or through which Transactions are performed.
• Company, or any person or entity involved in creating, producing or distributing the Website and/or the Mobile Apps, shall not be held liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use the Site and/or the Mobile Apps.
• Client shall not submit any claims with regard to losses incurred or profits not received by Client; and the subject of any dispute/complaint shall not exceed the total amount of Client’s deposits.
• Company shall not be held liable towards Client for any failure to perform any obligation if such failure is caused by circumstances beyond the reasonable control of the Company. For the purpose of this Agreement a force-majeure shall include, but not limited to acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, financial markets collapse or fluctuations, FX rates fluctuations, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures performed by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service.
• Any reliance on the information and other materials available on the Site shall be at Client’s sole risk and responsibility.
• Client is solely responsible for the legitimacy of the use of the Services by Client, as well as for compliance with the terms and conditions of this Agreement.
• Client is responsible to ensure that he/she will not open the Account and/or use the Services offered by the Company if distribution or provision of the financial products or services offered by the Company would be contrary to local laws or regulations.
• Client is prohibited to open positions in the amount exceeding the total balance of Client’s account or amount of money deposited in Client’s account.
• Client shall not transfer or assign any rights and obligations under this Agreement to any third party without the Company’s prior written consent or otherwise and any such attempted assignment shall be illegal and void.
• Company reserves the right to freely assign or transfer any rights and obligations under this Agreement to any third party at any time without a notice or Your prior consent.
• Client is able to receive information including amendments to this Agreement either via registered e-mail or through the Site.
• Client shall not register more than one Account with the Company.
• Company records all communication including any incoming and outgoing telephone conversations as well as all other electronic communications. Client understands and accepts that he/she has been notified, in advance, about the recording of any telephone conversation or electronic communication between Client and the Company, according to the above notification.
• Client shall not open, directly or indirectly, any new accounts with the Company if Client’s current account has been suspended or blocked by the Company.

3.2. Client hereby represents and warrants that:

• All terms and provisions of this Agreement have been carefully read and understood by Client.
• Client has not been coerced, or otherwise persuaded to enter into this Agreement, nor has Client entered into this Agreement based on any representation other than what is included herein.
• Client is of legal age and is legally permitted to perform Fixed Time Trades in Client’s jurisdiction.
• Client is neither citizen nor resident of a country where local laws and regulations ban or limit Fixed Time Trades.
• Client is a natural person, legally capable citizen, neither citizen nor resident of North Korea, USA, Puerto Rico, Canada, Japan, Iran, Iraq, Lebanon and Turkey.
• Registration of the Account with the Company in Client’s name does not violate any laws or regulations applicable in a country of Client’s residence.
• Client has been provided with a warning and understands that Fixed Time Trades involve a significant risk of loss, and that due to the volatile nature of trading Client should not invest more than he/she can afford to lose.
• Client has the knowledge, experience, and understanding of all the merits, risks, and restrictions associated with Fixed Time Trades.
• Client is acting solely on his/her own behalf and is not acting for a purpose of a trade, business or profession.
• All information Client has provided to the Company during registration of Client’s Account is true and accurate.
• Should any information provided during the registration process become invalid, Client shall immediately notify the Company in writing about any such change.
• Funds Client will use for trading belong to Client and are free of any lien, charge, pledge or other encumbrances; and do not represent the direct or indirect proceeds of any criminal or illegal activities.
• Client shall not give a third party, including without limitation to any next of kin and/or to members of his/her immediate family, access to and/or manage the Account opened in his/her name.

4 – RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. Client has a right:

• to perform Fixed Time Trades using the Up Options Platform offered by the Company to request and receive from us any information regarding your Account.
• to use funds available in his/her Account at any time at Client’s sole discretion.
• to make inquiries, give instructions and orders to the Company regarding the execution of Fixed Time Trades as long as these are submitted through Client’ Account.
• in case of any disputes, to submit a complaint to the Company in a formal email through the email address specified on the Site.
• to terminate this Agreement by providing a written notice to the Company 3 (three) days before the termination. Upon receipt of such notice, a hold will be placed on Client’s Account to allow any then pending transactions to clear. All funds appearing on the balance of Client’s Account must be withdrawn or otherwise transferred before closure of the Account is finalized.

4.2. Client is obliged:

• to comply with the provisions of this Agreement when using Services offered by the Company and/or performing Transactions on the Site and/or through Mobile App.
• to ensure that no other third party, including without limitation to any next of kin and/or to members of his/her immediate family, shall gain access to and/or trade through the Account opened in Client’s name.
• to take full responsibility for all transactions performed through Client’s account; and to accept risk of possible financial loss of Client or Company resulted from unauthorized access to Client’s Account by the third parties.
• to assume full responsibility in relation to any investment strategy or transaction, and for any consequences brought by or from any transaction that Client performs.
• not to duplicate, reproduce, summarize, or otherwise disclose the Company’s confidential information to any person without prior express written consent of the Company.
• to immediately notify the Company within seven (7) calendar days should any information provided during the registration process become invalid or updated.
• to register on the Site only one (1) Account. If the Company discovers that Client has multiple Accounts opened, the Company reserves the right to terminate this Agreement, block all Client’s Accounts, and retain all profits earned.
• not to open, directly or indirectly, any new accounts with the Company if Client’s current account has been suspended or blocked by the Company.

4.3. The Company has a right:

• to modify or update any provision of this Agreement at any time for any reason and any such changes to this Agreement will supersede and replace any previous provisions of this Agreement effective immediately upon posting on the Site.
• to change, add or set as default the return rate, profit rate, the minimum and/or the maximum trade amount, the possible expiration periods for one, several or all of the assets. Company has the right to limit the number of Fixed Time Trades placed during any period that appears on the trading platform.
• to revoke Client’s access to the Site at any time, where the Company deems necessary.
• to carry out additional checks and/or request additional documentation from Client before the Company allows Client to resume any activity through the Account, where Client has not carried any activity and/or transactions for a period of time, as determined within reason by the Company.
• to engage any third party for the provision of Services in accordance with this Agreement, provided that such third party providers fully assume the Company’s obligations to keep all information received from Client as strictly confidential.
• to utilize, at its sole discretion, a third party to hold Client’s funds and/or for purposes of receiving payment execution services.
• to reject and immediately return funds deposited if the funds do not originate from a bank account owned by Client.to refuse execution of any instruction/order received from Client without giving any explanations of the reasons.
• to set limits on the amounts that Client can withdraw on a daily or other periodic basis.
• to reject the withdrawal request if Client’s Account does not have sufficient funds to satisfy Client’s withdrawal request and to cover any applicable withdrawal fees.
• to temporarily or permanently suspend Client’s access to the Site and the Account, and/or terminate the Agreement, and/or take any other actions as the Company may see fit under the circumstances.
• to debit Client’s Account any tax payment which may be levied in relation to Client’s Transactions with the Company.
• to terminate the Agreement with immediate effect, notwithstanding any other action, and freeze all funds or assets in Client’s Account where:
• we believe, at our sole and absolute discretion, that You have breached any provision of this Agreement.
• we believe, at our sole and absolute discretion, that You engage in abusive behaviour.
• we are unable to verify any documents and information You provided.
• we believe, at our sole and absolute discretion, that Your actions may cause legal liability for You, other Clients or the Company.
• You engage in illegal activities.
• we have reasonable grounds to suspect that You are directly or indirectly using our services in violation of Your applicable laws or regulations.
• we are directed to do so by applicable laws and regulations, law enforcement, regulatory authority or court order.
• we believe, at our sole and absolute discretion, that there is another reason.
• to suspend and block Client’s account and to invalidate all Transactions if Client provides false data during the registration process.
• to suspend or block Client’s account(s), invalidate Transactions and seize funds from the balance of Client’s account(s) if Client violates this Agreement.
• to act at its sole and absolute discretion with respect to matters not covered by this Agreement.

5 - GOVERNING LAW AND DISPUTE RESOLUTION

5.1. This Agreement shall be governed by and interpreted in accordance with the laws of the Saint Vincent and the Grenadines.

5.2. If any dispute, controversy or claim arises out of this Agreement between Client and the Company, Client is strongly encouraged to first contact the Company directly to seek amicable resolution.

5.3. Disputes, controversies or claims arising out of or relating to this Agreement, which have not been amicably resolved between Client and the Company within thirty (30) calendar days, shall be submitted to the non-exclusive jurisdictions of the courts of the Saint Vincent and the Grenadines for the final resolution.

6 - INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1. Client agrees to defend, indemnify and hold harmless the Company, its affiliates and respective directors, officers, employees and agents from and against all claims and expenses arising out of the use (misuse) of the Site, Mobile Apps and Client’s Account.

6.2. Client acknowledges and accepts that the use of our services or any systems owned or used by the Company is entirely at Client’s own risk.

6.3. Client acknowledges and accepts that Client will enter into all and any transactions with the Company at his/her own risk, and the Company assumes no liability for any loss whatsoever as a result of Client’s trading activity with us.

6.4. Notwithstanding any other provision in the Agreement, the Company shall not be liable for any loss or damage caused by the Company or its employees or representatives in the event of:

• negligence, fraud, breach of the Agreement, breach of any law and/or any other act and/or omission by Client;
• unavailability of the Site, other than in instances of wrongdoing by the Company;
• Client being unable to access Client’s Account and/or the Site or any other system, or any delay Client may suffer when attempting to contact any of our staff, unless this is due to wrongdoing by the Company;
• the Company taking measures to ensure compliance with any applicable law or regulation, including where we are precluded from processing any instruction from Client, which may result in the Company breaching the applicable law;
• such loss or damage, which is not a reasonably foreseeable result of any such breach.

6.5. The Company shall not be responsible for any delays, delivery failures, or any loss or damage which results from the transmission of information over any network, including but not limited to the Internet.

6.6. Access to the Site and Mobile Apps is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.

6.7. Neither the Company nor its directors, officers, employees, agents and representative shall be liable for any losses, damages, costs or expenses incurred or suffered by Client resulting or arising from any act or omission made under or in relation to or in connection with the provision of the Services or under this Agreement unless arising directly from the Company’s or Client’s negligence, breach of any duty the Company may owe Client under the regulatory system, bad faith, wilful default or fraud.

6.8. Neither the Company nor its directors, officers, employees, agents and representative shall be liable in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by Client of an indirect or consequential nature including without limitation any loss of opportunity, loss of profit, loss of business or loss of goodwill.

6.9. Without limitation, the Company does not accept liability for any adverse tax implications of any Client’s Transaction. The Company does not and shall not provide any tax advice, and the Company shall not at any time be deemed to be under any duty to provide such advice.

6.10. Neither the Company nor its directors, officers, employees, agents and representative shall be liable for any delay or change in market conditions before any particular Transaction is carried out.

6.11. Neither the Company nor its directors, officers, employees, agents and representatives shall be liable to Client for the solvency, acts or omission of any third party appointed for the purposes of the provision of Services under this Agreement.

6.12. Neither the Company nor its directors, officers, employees, agents and representatives shall be liable for any loss or damage caused by Client’s reliance on information obtained through the Site. It is the responsibility of Client to evaluate the accuracy, completeness or usefulness of any information, opinion, report or other content available through the Site. Clients should seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, report or other content.

6.13. Neither the Company nor its directors, officers, employees, agents and representatives shall be liable for any losses or damages (whether direct or indirect) caused by changes in regulatory and compliance requirements of the applicable laws and regulations.

6.14. Neither the Company nor its directors, officers, employees, agents and representatives shall be liable for any loss that Client may incur as a result of someone else using Client’s login credentials or Account, either with or without Client’s knowledge. However, Client shall be held liable for losses incurred by the Company or another party due to someone else using Client’s Account or login credentials.

6.15. The information and material contained on the Site is for information purposes only and does not constitute any kind of advice. Such information and material may be incorrect or out of date and should not be considered as a definitive or complete statement of fact. Client should check any information and material on the Site and use his/her own judgement before doing or not doing anything on the basis of such information or material.

6.16. The Company makes no representations or warranties with respect to the Site or its content. All warranties (express or implied) (including without limitation the implied warranties of satisfactory quality and fitness for purpose relating to the Site and/or its content) are hereby excluded to the fullest extent permitted by law. No representations or warranties are given as to the accuracy or completeness of the information or material provided on the Site or any website or webpage to which it is linked.

6.17. Neither the Company nor its directors, officers, employees, agents and representative shall be liable for:

• loss of or corruption to data; or
• loss of profit; or
• loss of anticipated revenue; or
• loss of business; or
• loss of opportunity; or
• adverse effect on reputation and/or goodwill; or
• any indirect or consequential loss or damage arising as a result of regulatory fines and damage to property.

6.18. The Company shall not be liable to Client if Client cannot access the Site properly or at all (wholly or partly) or if some of its features are unavailable to Client due to events outside the Company’s control (which shall include without limitation the performance of any internet service provider, the performance of any internet browser or limitations of the device Client uses to access the Site).

6.19. The Company shall not be liable to Client for any loss or inconvenience suffered due to the unavailability or withdrawal of any content, material or other information from the Site.

6.20. Under no circumstances shall the Company be liable for:

• indirect, incidental or consequential loss, including but not limited to financial or commercial losses, loss of profit, increase of general expenses, missed opportunities, diminished goodwill, damages resulting from business stoppage, damages resulting from claims against Client, loss of expected profit, loss of capital, loss of information, loss of advantages;
• damages resulting from error or negligence of Client;
• compensation of any direct and indirect damages caused by the use of Services;
• compensation of any direct and indirect damages caused in whole or in part by software or hardware supplied or created by third parties;and
• all claims of third parties brought against Client.

7 - MISCELLANEOUS

Language

7.1. The Company’s official language is the English language. The provision of any information, including marketing material, any translated version of this Agreement and/or any other communication, in a language other than our official language, is provided solely for convenience purposes and the legally binding version shall be the English language version of such documentation. In the event of a dispute, the English version shall prevail.

Tax Obligations

7.2. Proceeds from Fixed Time Trades may be subject to tax depending on the country where Client resides. Client should seek independent tax advice if Client is unsure on how this may affect him/her, as the Company does not provide any tax advice.

7.3. Client is solely responsible for determining what, if any, taxes apply as well as for collecting, reporting and remitting any applicable taxes to a relevant tax authority.

7.4. Client understands that tax laws are subject to change and in the event they do the Company reserves the right to debit Client’s Account any tax payment which may be levied in relation to Client’s transactions with the Company.

Single Agreement

7.5. This Agreement, the terms agreed between the Company and Client with respect to each Transaction, and all amendments to any of such items shall together constitute a single agreement between the Company and Client. Both the Company and Client acknowledge that all Transactions are entered into in reliance upon such fact, it being understood that the Company and Client would not otherwise enter into any Transaction.

Recording of Calls

7.6. The Company may record phone conversations without use of a warning tone to ensure that the material terms of the Services, and any other material information relating to the Services are promptly and accurately recorded. Such records will be the Company’s sole property and shall be accepted by Client as evidence of orders or instructions given by Client.

Company’s Records

7.7. The Company’s records shall be used as evidence of all Client’s dealings with the Company in connection with Services. Hereby Client confirms that he/she shall not object to having the Company’s records presented as evidence in any legal proceedings because such records are not originals, are not in writing nor are they documents produced by a computer. Client shall not rely on the Company to comply with Client’s record keeping obligations, although records may be made available to Client upon request at Company’s absolute discretion.

Rights and remedies

7.8. The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. The Company shall be under no obligation to exercise any right or remedy either at all or in a manner or at a time beneficial to Client. No failure by the Company to exercise or delay by the Company in exercising any of the Company’s rights under this Agreement (including any Transaction) or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy.

Set-off

7.9. Without prejudice to any other rights to which we may be entitled, the Company may at any time and without any prior notice to Client write off any amount (whether actual or contingent, present or future) owed by Client to the Company against any amount (whether actual or contingent, present or future) owed by the Company to Client. For these purposes, the Company may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained.

Severability

7.10. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

Prohibited Trading

7.11. The Company prohibits current and former, part-time and full-time, employees, current and former business associates, and affiliates of the Company or any of its affiliated entities (“relevant persons”) to register an account on the Site and/or become a client of the Company (either directly or indirectly) without the Company’s prior written consent.

7.12. Should the Company consider that any of relevant persons is trading with the Company without the Company’s prior written consent, the Company shall consider all the trading to be abusive and/or improper trading. In such circumstances the relevant person’s account and all open positions shall be closed immediately and any available balance excluding the initial deposit shall be written off.

7.13. Client agrees to fully indemnify and hold harmless the Company from any and all losses, costs and expenses that Client may suffer as a result of any such errors, omissions or mistakes by Client, Client’s trading manager or any other person trading on Client behalf.

8 - TERM AND TERMINATION

8.1. This Agreement shall come into force on the date of its acceptance by Client.

8.2. This Agreement does not have an ending date but will remain in force until one of the Parties expresses a desire to terminate it.

8.3. Client has the right to terminate this Agreement by providing a written notice to the Company 3 (three) days before the termination. Upon receipt of such notice, a hold will be placed on Client’s Account to allow any then pending transactions to clear.

8.4. All funds appearing on the balance of Client’s Account must be withdrawn or otherwise transferred before closure of Client’s Account is finalized.

8.5. The Company shall terminate the Agreement with immediate effect without any prior notice to Client, notwithstanding any other action, invalidate Transactions and seize funds from the balance of Client’s account(s) where:

• the Company believes, at its sole and absolute discretion, that Client has breached any provision of this Agreement.
• the Company believes, at its sole and absolute discretion, that Client engages in abusive behaviour.
• the Company is unable to verify any documents and information provided by Client.
• the Company believes, at its sole and absolute discretion, that Client’s actions may cause legal liability for Client, other Clients or the Company.
• Client engages in illegal activities.
• the Company has reasonable grounds to suspect that Client is directly or indirectly using the Company’s services in violation of Client’s applicable laws or regulations.
• the Company has reasonable grounds to suspect that Client’s account is used for opening buy/sell positions in the financial instrument while a position in the same financial instrument in the opposite direction is opened from another Client’s account.
• the Company has reasonable grounds to suspect that Client has opened, directly or indirectly, new accounts with the Company after having Client’s current account frozen or blocked by the Company.
• the Company is directed to do so by applicable laws and regulations, law enforcement, regulatory authority or court order.
• the Company believes, at its sole and absolute discretion, that there is another reason.

8.6. Upon termination, any fees due or any expenses incurred by the Company as a result of the termination of this Agreement should be settled immediately. Unless otherwise agreed in writing, any amount due or outstanding will be directly deducted from Client’s Account.

Technical Terms and Conditions

1. Processing Client’s requests and orders for Transaction execution.

1.1. Processing Client’s requests and orders have the following structure:

• after Client makes a request or order, the request is tested for its correctness in the Site platform;
• the Site platform sends Client’s request or order to the server;
• once Client’s request or order is received by the server it is tested for correctness;
• the server, after processing Client’s order or request, sends the results to the Site platform. If connection between the Site platform and the server is routed, the Site platform will receive the results of Client’s order or request and the process will be done.

1.2. The processing time may vary and depends on the quality of the communication between the Site platform and the server, as well as on the market conditions. In normal market conditions the processing time usually varies between 1-4 seconds. In some cases and market conditions that differ from normal, the processing time can be longer than 4 seconds.

1.3. The server may refuse Client’s request or order in the following cases:

• if Client sends request or order before the first quote in the Site platform on the market opening;
• if there are insufficient funds on Client’s Account for opening a new position;
• if Client sends request or order before opening the trading session;
• when market conditions differ from normal;
• in case of technical errors or as a result of any money management limitations (minimum or maximum rates, etc).

1.4. When working with the Site platform Client may only use one browser tab. If Client uses multiple browser tabs, information and results of Transactions can be adjusted and/or abolished.

1.5. Client acknowledges and accepts that information about Client’s Account balance reflected on the Site platform, and also about Client’s Transactions and their results, is complete and indisputable. Client has no right to demand from the Company to change the information reflected on the Site platform, and has no right to demand from the Company any compensation of any funds which are expected by Client as a result of any Transactions which are not reflected by the Company on the Site.

2. Quotes

2.1. Client acknowledges and accepts that the only reliable source of quote flow information is the main server for Clients. The information contained in quotes on the Site platform cannot serve as a reliable source of information about the real quotes flow, as in the case of unstable connection between the Site platform and the server part of the quotes may not reach the Site platform.

2.2. The graphs displayed on the Site platform are indicative. Thus, the Company does not guarantee that the order will be executed at the same prices specified in the Site platform at the time of Client’s Transactions.

2.3. The price displayed on the trading platform is formed by the formula (Bid + Ask)/ 2.

2.4. Non-Market quotation

2.4.1. Non-Market quotation — the price specified in the Site platform without the corresponding price on the market at a given time.

2.4.2. If the Company has executed Client’s request or order at non-market quote, Company is charged with the responsibility for correction of financial transactions between erroneous positions and closing of the actual market price, corresponding to the time of closing of the non-market quotation.

2.4.3. In the event that Client’s request or order to the opening position was executed at a non-market quote, the Company reserves the right to cancel the financial result for such a position.

3. Processing of Client’s orders for position opening

3.1. If the amount of available on the Client’s Account funds is sufficient to open a position — the position will be opened.

3.2. If the size of the available on the Client’s Account funds is insufficient to open a position — the position won’t be opened.

3.3. The Client’s order to open a position is deemed as proceed, and the position is opened only after the corresponding entry in the server log file. Each new position is assigned with a serial number.

3.4. Closing trading position occurs at the current price.

3.5. Company reserves the right, in its sole discretion, to place limits on the turnover and/or number of Client's trades in financial instruments for the last 24 hours based on the current market conditions and liquidity. In case Client exceeds the limit on the turnover and/or number of trades, Company reserves the right to reject/cancel Client's orders/trades, without giving rise to any claim against Company.

4. OTC Assets

4.1. OTC Assets or “over the counter” assets are any assets that traded out of the regular market.

4.2. OTC Assets prices are formed on the basis of information of the Client’s orders received by the Company.

4.3. Client acknowledges that by making deals on OTC Assets, Client understands the essence of the work of OTC Assets.

4.4. Client acknowledges that by transfer of orders to Company on OTC Assets, Client admits that the only reliable source of quoting information is the server that supports Clients.

4.5. Bitcoin and Litecoin Assets are assets that are traded out of the regular market.

4.6. The prices of Bitcoin and Litecoin Assets are based on average quotes provided by cryptocurrency exchanges.

4.7. Client acknowledges that by making deals on Bitcoin and Litecoin Assets, Client understands the essence of the work of Bitcoin and Litecoin Assets.

4.8. Client acknowledges that by transfer of orders to Company on Bitcoin and Litecoin Assets, Client admits that the only reliable source of quoting information is the server that supports Clients.

5. Fraud

5.1. If the Company discovers fraud schemes such as:

5.1.1. Fraud associated with credit card transactions and any other ways to remit a balance of credit cards that does not belong to Client;

5.1.2. Fraud associated with the use of software for false trading results;

5.1.3. Fraud associated with errors and system failures for false trading results;

5.1.4. Fraud associated with opening positions in the same financial instrument but in the opposite directions (buy/sell) from different Clients’ accounts.

Client’s Account will be blocked by the Company without the possibility of performing further Transactions through Client’s Account and all payments to Client will be cancelled. The Company reserves the right to inform and involve law enforcement authorities for investigation if any fraudulent methods to obtain payment will be used by Client.

5.2. Any using an unfair advantage or influence (commonly known as cheating), including a decompilation, reverse engineering, any implantations to the client—server relationship, exploitation of bugs, loopholes or errors in software, any hack, database security violation, the use of automated players (also known as ’bots’); or the exploitation of an ’error’ are strictly prohibited by the Company. If such using will be revealed by the Company Client’s Account will be blocked without any prior notice. Client will not be able to use Services anymore, all payments to Client will be cancelled and any Client’s fund and deposit will be seized.