2 undertakes that the Client is acting for the Client s sole benefit and not for, or on behalf of, any other person or entity. 2.2 The sole person authorized to perform Transactions in the Account is the Client. The Client may however appoint an agent acceptable by the Company ( Agent ) to operate the Account by filling and signing a power of attorney in the form approved by the Company, and in such an event and as long as Client does not revoke such appointment, the sole person authorized to perform Transactions in the Account shall be the Agent, provided however that only the Client shall be entitled to withdraw funds from the Account pursuant to these terms and conditions. The Client hereby acknowledges and agrees that he shall be solely responsible for the acts and/or omissions of the Agent and the Company shall have no liability towards the Client for any such actions or omissions, whether or not made in the scope of the Agent authorization by the Client. 2.3 If more than one person executes this Agreement as a Client, all such persons shall be jointly and severally liable for all obligations of the Client pursuant to this Agreement. In such an event and unless an Agent is appointed, the sole person authorized to perform Transactions in the Account is the first of such persons mentioned, however withdrawal from the Account will require signatures of all persons identified as the Client. 3. The Account 3.1 The execution of any Transaction in the account is subject to the deposit of the Collateral by the Client. The Company shall not allow the Client to execute any Transaction without the said deposit and/or in the event that the Collateral is insufficient for the execution such a Transaction, subject to the Company s policy from time to time. All funds shall be held by the Company for Client and the Company may deposit such funds with any recognized and properly regulated financial institution it sees fit. 3.2 The Company may, at its sole discretion, amend from time to time the terms governing the use of the Trading Platform, the scope of its Services and the sum of the Collateral required for the execution of Transactions by the Client, without prior notice. 3.3 Upon the opening of the Account, the Company shall issue to the Client the Access Code to be used by the Client to operate the Account via the Internet. The Client hereby irrevocably undertakes to safeguard the Access Code and hereby waive any and all claims against the Company relating to any unauthorized use of the Access Code. Any Order placed and/or Transaction effected in the Account after entering the Access Code shall be deemed an Order placed and/or Transaction effected by the Client. 4. Trading 4.1 The Company will make available, by posting on the Company's Website and/or the Trading Platform, the current price applicable to a currency pair, commodity, index, share or any other financial asset or instrument, and offer the Client the opportunity to submit a put or call Order in respect of such asset. Each Transaction shall be for a specified expiry time. The Company expects that the current prices will be reasonably related to the actual prices of such shares available in the market. The Company makes no warranty, express or implied, that the quoted prices represent prevailing market prices.
3 4.2 The Company will attempt to execute all put and call Orders that it may accept from the Client, at its sole discretion, in accordance with the Client's instructions received through the Trading Platform. The Client acknowledges, understands and agrees that The Company is not acting as a broker, intermediary, agent, and advisor or in any fiduciary or fiduciary capacity. The Company reserves the right to limit the number of put and call Orders that the Client may enter or maintain in the Client's Account. The Company reserves the right to limit the total amounts to be traded by any Client in general or specifically. The Client further acknowledges that the Company may refuse to accept any and all Orders received from the Client, at the Company's sole and absolute discretion. 4.3 The Company shall have no responsibility for delays in the transmission of Orders due to any disruption, failure or malfunction of communications facilities and/or the Trading Platform and shall not be liable for any claims, losses, damages, costs or expenses, including attorneys' fees, to any person or entity arising out of such failures. 4.4 The Client agrees not to use the Trading Platform in an abusive way by lag trading and/or usage of server latency, price manipulation, time manipulation or any other practices which are illegal and/or are utilized to give the Client an unfair advantage or which the Company considers at its own discretion as inappropriate and outside the scope of these terms and conditions. In such a case the Company may, at its sole discretion, reverse all related Client s trades and/or close any Transaction of the Client and/or close any or all Accounts of the Client. 4.5 At this time, the Company charges no brokerage fees or commissions, except for transfer charges when the Client withdraws funds from the Account. However, the Company reserves the right to change its fee structure at any time without notice. Fees do not currently, but may in the future include such things, without limitation, such as statement charges, Order cancellation charges, account transfer charges, or fees imposed by any market or other regulatory or self-regulatory organization arising out of the Company's provision of services hereunder. 4.6 The Company shall have the right to unilaterally cancel, by means of a notice to Client, any transaction of the Client which, due to an error, including, without limitation a computer or Trading Platform error, which was affected at a price which does not reflect the Company's applicable published price. 4.7 It is manifestly stated, and by accepting these terms and conditions the Client also agrees and acknowledges that: (i) the Company may act as a counter party to any or all of the Client s Transactions; (ii) the Company shall not provide any advisory, judiciary, trustee, consulting or intermediary services to the Client; and (iii) the Company may at its sole discretion seek coverage in connection with the Client s Transactions, in whole or in part and in any manner it deems fit, whether by way of set-off with other Clients Transactions or by transferring the risk associated with the Client's Transaction to a third party, including, without limitation, to an affiliate of the Company. 5. Client's Responsibility 5.1 It is the Client's responsibility to verify that all Transactions and Services received by him are not contradictory to any applicable law and to undertake any other legal duty emanating from the use of the Trading Platform. 5.2 It is expressly agreed by the Client that the Client bears sole responsibility for any decision made and/or to be made by the Client relying on the content of the Trading Platform and no claim and/or suit of any kind
5 enforcement authorities and any other official authority. The Client agrees that the Company might be required to pay off or block amounts of money existing in the Client's Account to fulfill requirements of the aforesaid authorities and the Client will have no right, claim or demand from the Company in respect of losses caused in his Account due to any such action. 7.3 The Client will not assume that a specific Transaction was executed unless the Client received an official confirmation from the Company which approves the execution of the specific Transaction. It is the Client's responsibility to verify the status of the pending Transaction(s) prior to carrying out other Transactions. The Client will bear responsibility if a Transaction(s) is identical to a pending order(s) also in the event that the additional order(s) creates a negative balance in his Account. 7.4 Client acknowledges and agrees that any and all conversations with the Client by the Company and/or its representatives may be recorded with or without a warning and the Client consents to the use of such recording in relation to any dispute between the Client and the Company. 7.5 The Client understands that the Company may destroy such recordings according to its internal policies from time to time. 8 Withdrawals The Client may request to withdraw funds from the Client's Account by providing the Company with a written and duly signed and executed withdrawal form, in the form approved by the Company, provided that such funds are in excess of the minimum Collateral required to support the Client's open Transactions. Without prejudice to any right of the Company hereunder, the Company shall transfer any such excess Collateral amounts (if any, and as determined by the Company in its sole discretion), less any applicable bank transfer fees, according to Client s instructions in the withdrawal's form within seven (7) Business Days from the date of receipt thereof. For avoidance of doubt any such transfer by the Company is subject to (i) any and all applicable laws such as anti-money laundering laws, tax law requirements for deduction at source and foreign currency transfer regulations; and (ii) Client providing full identification as required by the Company. 9 Law and Jurisdiction The laws of Bermuda shall govern these terms and conditions. The competent courts in Bermuda shall have sole jurisdiction over any conflict and/or dispute arising out of, or in connection to, these terms and conditions. 10 Indemnification The Client will indemnify, defend and hold the Company and its servants, agents, employees, directors, successors and their assignees ("Indemnified Persons") harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorney's fees) incurred by the Indemnified Persons and arising out of Client's failure to fully and timely comply with its obligations set forth in these terms and conditions and/or out of the Company's need to enforce such liabilities. 11 Entire Agreement & Amendments
6 11.1 This Agreement, including all Annexes, constitutes the entire Agreement among the parties hereto and supersedes any and all prior agreements or understandings among the parties, if any, with respect to the subject matter of this Agreement The Company may amend these terms and conditions from time to time by posting the amended terms and conditions on the Company's Website. The Client is responsible for checking whether these terms and conditions were amended. Any amendment shall come into force as of the day it was published on the Company's Website The Company shall not be bound by any waiver unless made by a duly signed written instrument properly issued by the Company and no waiver or amendment of this Agreement may be implied from any course of dealings between the parties or from any failure by the Company to enforce its rights hereunder. 12 Assignment The Company is entitled to assign its rights and/or liabilities according to these terms and conditions by a notice to the Client. The Client has no right to assign his rights and/or his liabilities unless prior written consent to that effect was given by the Company, and whether or not such consent shall be given is at Company's sole and absolute discretion. 13 Term and Termination 13.1 The term of the engagement between the parties pursuant to these terms and conditions shall be unlimited; however the Company will be allowed to terminate the engagement at any time by written or electronically transmitted notice to the Client ("Termination") As of the Termination, the Client shall not be able to carry out new Transactions. 14 Separation If any provision in these terms and conditions or its implementation shall be invalid, illegal or unenforceable, the remainder of the terms and conditions shall not be affected and will be enforceable in any manner allowed by law. 15 Communications and delivery of notices Reports and any Notice given in accordance with these terms and conditions may be sent to the Client at the address provided by the Client to the Company upon registration, or such other address notified by the Client in writing to the Company from time to time. All communications sent to Client shall be deemed delivered, at the time of delivery if sent by , facsimile, by hand delivery or notified through the Trading Platform or within 3 (three) Business Days if posted by mail. Communications by the Client shall be deemed delivered only when actually received by the Company. Annex A
7 GLOSSARY OF TERMS The following terms used in this Agreement shall have the meaning ascribed next to them: "Access Code" shall mean the username and password given by the Company to the Client for accessing the Trading Platform. Binary Option shall mean an option which offers a fixed return predetermined upon execution of the Contract, upon the occurrence of an event (as determined or agreed by the parties) at the expiration of the Contract. Business Day shall mean one calendar day beginning at 00:00 and ending at 23:59 GMT. Collateral shall mean the amount deposited by the Client with the Company after the deduction of losses, deduction of funds withdrawn by Client plus profits derived from the Transactions. Contract shall mean a contract to purchase a Binary Option or any other financial offering that the Company may offer through the Trading Platform, from time to time to its Clients. Notice to Client means a notice provided by the Company, by telephone, , and facsimile or through its publication in the Company's Website. Unless otherwise specifically set forth herein all Notices will be with immediate effect. Order" shall mean Client's instructions delivered to the Company either electronically (via the Internet) or verbally over the telephone. "Services" shall mean the trading and other services offered by the Company through the Trading Platform or the Company's Website. Trading Platform shall mean the electronic trading platform designed to facilitate trading in Contracts via the Internet made available to the Client by the Company. Transaction shall mean the purchase/sale of a Contract.
8 Annex B RISK DISCLOSURE GENERAL This risk disclosure cannot and does not disclose all of the risks associated with trading in Binary Options, but rather describes the major risks involved. BINARY OPTIONS Binary options are options that pay a pre-determined, fixed amount, depending on whether or not an event occurs at the time the Contract expires. Binary Options can have only one of two possible outcomes and allow you to take a simple Yes or No approach. Like traditional options, Binary Options are based on an underlying asset such as currencies, commodities, indexes or stocks, however one of the most significant differences from traditional options, among others, is that there can be only two outcomes for the option, either the client is paid the return upon the occurrence of the event, or the client loses the investment amount. Trading in Binary Options is speculative and involves a high degree of risk and can result in the loss of your entire investment. Therefore, trading in Binary Options is appropriate only for persons who understand and are willing to assume the economic, legal and other risks involved in such transactions. You should be satisfied that Binary Options trading is suitable for you in light of your financial circumstances and attitude towards risk. You should not engage in speculative Binary Options trading unless you understand the basic aspects of such trading and its risks. If you are in any doubt as to whether Binary Option trading is appropriate and suitable for you, please seek independent advice from a financial consulting professional. The Company does not provide such advice. It is the Client s responsibility, taking into account his personal circumstances and financial resources, to take particular care and make careful considerations independently, both p rior to applying for engaging in Binary Options with the Company, and prior to making any individual order. Where the Client does not understand the risks involved in applying for a trading account with the Company or in making any individual order, the Client should seek advice and consultation from an independent Financial Advisor. If the Client continues to not understand the risks involved in trading in Binary Options, the Client should not trade at all. You are advised that the Binary Options offered by the Company are not traded under the rules of any recognized, designated or regulated exchange. Consequently, engaging in Binary Option trading may expose you to substantially greater risks than investments which are so traded. The Client must acknowledge that engaging in Binary Options poses a great risk of incurring losses and damages, and the Client must accept that he is willing to undertake this risk. RISKS INHERENT IN TRADING THROUGH THE INTERNET Trading through the Internet involves many interrelated systems, including hardware, software, telephony, cable, and power generation, all of which are subject to failure or malfunction that may adversely affect your ability to trade. During any time which you cannot access the Trading Platform for whatever reason, you will not
9 be able to enter, cancel, or modify Orders and/or Transactions. In the event of a failure, there is a chance that your Orders and/or Transactions could be lost. The Company is not responsible or liable for any effect on your ability to trade caused by any malfunction of the Internet, computing systems, or their related components. THIS BRIEF STATEMENT CANNOT OF COURSE DISCLOSE ALL THE RISKS AND OTHER ASPECTS OF TRADING BINARY OPTIONS OR OTHER FINANCIAL INSTRUMENTS OFFERED BY THE COMPANY.
10 Annex C The Client's Declaration As of the date hereof and the date of each Transaction or Order made, Client hereby represents and warrants to the Company that: 1. The Client is of sound mind and is legally competent and has full right and authority to perform and execute Transactions in Binary Options and any other Transactions allowed by the Company and performed by Client in his Account. 2. The Client (if not a natural person) is duly organized and validly existing under the laws of the jurisdiction of its organization and have received any and all resolutions required under its documents of incorporation and law to enter into these terms and conditions and any Transaction made pursuant thereto and each person accepting these terms and conditions or affecting any Transaction on Client's behalf is authorized to do so. 3. Acceptance by the Client of these terms and conditions and execution of any Transaction will not violate any law, regulation, by-law, agreement, obligation, judgment, or policy applying to Client. Without prejudice to the above, Client is not an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company that trades the same instruments as those offered by the Company. 4. The Client is the full and ultimate beneficial owner of the funds deposited in the Account and no other person has or will have an interest in the Account. Client cannot and will not grant any security interest in the Account to other or others. 5. All details and declarations provided by Client to the Company are full and correct in all respects and the Client shall immediately notify the Company on any change in such details or declarations. 7. All funds deposited in the Account originate from legal sources and do not originate from any illegal activity.