Partnership Agreement

Partnership Agreement

Partnership Agreement

1. Introduction
1.1. This Agreement, hereinafter referred to as the "Partnership Agreement," isofficially established on the date specified below between midorifx.com, a trading
name operated by(a) Midori FX (Pty) Ltd, a company registered in the Republic of South Africa
under registration number 2023/526901/07 and regulated by the Financial Sector
Conduct Authority under license number 53077 and registered address at 697
Jacques Street, Moreleta Park, Pretoria, Gauteng, 0181, South Africa; and(b) Midori FX Ltd, a company registered in the Marshall Islands under registration
number 1234537 with its registered address at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, Marshall Islands MH96960; andhereinafter referred to as the “Company,” "Companies," and or “Midori FX”;
(c) The “Partner”, “Introducer” or “Affiliate” who has successfully completed theapplication process to become a Partner is hereinafter referred to as "thePartner."Collectively, the the above parties are referred to as the "Parties," andindividually as a "Party."
1.2. This Partnership Agreement, along with its appendices, constitutes thecomprehensive agreement outlining the terms and conditions governing theapplication for partnership within the Company’s Partners Program.
1.3. Any natural or legal person applying for partnership with the Company’s Partners
Program, in accordance with the terms and conditions outlined herein, expressly
agrees to and accepts all the provisions contained in this Agreement, subject toamendments as may be made from time to time.

2|PageMidori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

2. Definition of Terms
In the context of this Agreement, the subsequent terms shall be construed as follows:
Account(s): Refers to any trading account created for each introduced client upon completion ofan account application, which is subsequently approved by the Company.
Affiliated Entities: Encompasses any other company within the Company’s group of companies(subsidiary, parent, sister) or any entity linked directly or indirectly to the Company.
Agreement: Signifies the present Partnership Agreement, including all schedules and annexes,
and any other legal document as determined by the Company and subject to amendments fromtime to time.
Client: Represents any person, whether an individual or a legal entity, introduced by the Partner
to the Company, entering into a Client Agreement with the Company.
Client Agreement: Describes the written agreement between the Prospective Client and theCompany, outlining the terms and conditions for the Prospective Client's entitlement to use its
Account, including all schedules and annexes, and any other legal document as determined by theCompany, subject to amendments.
Companies or The Company or Midori FX: Refers to Midori FX (Pty) Ltd and Midori FX Ltd
operating under the website https://midorifx.com.
Company’s Website: Signifies the website https://midorifx.com and any other website added by
the Company or any Affiliated Entity, at its sole discretion, from time to time.
Commission: Carries the meaning as outlined in this Agreement, encompassing fees,
commissions, charges, and any other applicable terms expressed herein.
IB Account: The Introducing Broker (IB) profile and campaign through which you direct clientsto our platform.
Introducer Program: Refers to the program provided by Midori FX to specific individuals or
entities, as outlined in this Agreement's terms and conditions, accessible through Midori FX's
website. The program aims to enlist the Introducer as an intermediary between Midori FX andpotential clients, facilitating the execution of Client Agreements with Midori FX.
Intellectual Property Rights: Denotes patents, rights on inventions, copyrights, trademarks,
trade names, domain names, website content, rights in design, and computer software, among
other equivalent rights, whether registered or not.

3|PageMidori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

Loss or Claim: Concerning any individual, it encompasses harm, loss, cost, expense, or liability
incurred by that person, or any legal action, proceeding, or demand made against them. This
includes events arising in any manner, whether present or future, fixed or unascertained, actual orcontingent.
Products: Include all trading financial instruments offered by the Company, as available on the
Company’s Website and subject to amendments.
Promotional Material: Encompasses promotional, advertising, communication, and educational
materials related to the Company, its products and services, or the introduction of a Prospective
Client, provided to a Partner for the purpose of this Agreement.
Related Parties: Any member of your immediate family, as well as any individual, corporation,
partnership, joint venture, trust, or any other organization directly or indirectly controlling,
controlled by, or under common control with you.
Territory: Any region or country beyond the Restricted Regions.

3. Acceptance of Agreement
3.1. The Partner hereby acknowledges and affirms that: (a) submitting the Partner
Application Form to Midori FX and selecting the "I Agree" button or similar buttons
or links on Midori FX’s Main Website(s) signifies approval of this Agreement, (b)continuing to access or use Midori FX’s Main Website(s), (c) referring potential new
Clients to Midori FX’s Main Website(s) to analyze and provide information on thefinancial products offered by Midori FX, and/or (d) accepting any commissions
and/or payments from Midori FX or its Clients, constitutes entering into a legallybinding contract. The Partner fully agrees to comply with and be bound by all theterms and conditions outlined in this Agreement, as applicable.
3.2. The Partner hereby relinquishes any rights or obligations under laws or regulations inany jurisdiction that necessitate an original (non-electronic) signature or the deliveryor retention of non-electronic records, to the extent allowed by applicable mandatorylaw.
4. Partner’s Entitlements and Responsibilities
4.1. By accepting these Terms, the Partner agrees to:(a) Adhere to all applicable laws, including any regulatory license requirements that
may be relevant to your participation in the IB Program.
4|PageMidori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement(b) Affirm that the individual possess the complete right, power, and authority toenter into and be bound by the terms and conditions outlined in this Agreement.
They further assert their capability to fulfill their obligations under thisAgreement without requiring approval or consent from any other party. In thecase where the Partner is a company, the individual agreeing to this Agreement
on behalf of the company represents and warrants that they are duly authorized
and legally empowered to bind the company to this Agreement. They also
confirm that the company possesses the full right, power, and authority to enter
into and be bound by the terms and conditions of this Agreement, along with theability to fulfill its obligations without requiring approval or consent from anyother third party.
(c) The Partner affirms that they have acquired all requisite authorizations, including
regulatory or governmental consents, approvals, or licenses if applicable, tofacilitate their entry into this Agreement and fulfill their obligations under it.
They commit to sustaining these authorizations and consents throughout the
duration of this Agreement. The Partner also agrees to provide the Company,
before commencing operations under this Agreement, with documentation
substantiating all relevant authorizations, licenses, and consents they hold.
(d) Conduct any IB Services for Clients transparently, honestly, and professionally,
exercising due care and skill, and in compliance with these Terms.
(e) Conduct their operations and business as an independent contractor, not in thecapacity of an agent, employee, or representative of Midori FX.
(f) Independently and promptly acquaint yourself with the information published on
the official information resource of the Company's website to keep customers
informed about significant changes.
(g) Furnish the Company with genuine, comprehensive, and precise information, as
may be periodically requested, regarding the Partner and/or Partner’s activities.
This includes details about the geography of leads, blog, website, social media
profile, and any other information directly and/or indirectly associated with theterms of this Agreement. Notify the Company promptly in the event of any
changes.
(h) Acknowledges and agrees that they are responsible for the payment of all
applicable duties, charges, and taxes arising from the course of their business.
(i) Acknowledge the prohibition on registering a business incorporating the term"Midori FX" in its name. Additionally, the Partner acknowledges the restriction
on registering and/or operating a domain name containing the term "Midori FX."(j) Be prohibited from sending emails to promote Midori FX, Midori FX’s Main
Website(s), Midori FX’s Partnership Program, and/or the online services offeredby Midori FX. Additionally, the Partner explicitly acknowledges and agrees that
5|PageMidori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

Midori FX does not endorse, support, or engage in mass unsolicited emailing(i.e., spamming, desktop scrapes) for the promotion of Midori FX, Midori FX’s
Main Website(s), Midori FX’s Partner Program, and/or the online services
offered by Midori FX. The Partner expressly acknowledges and agrees to comply
with this policy.
(k) Recognize that any attempt to participate in or violate the aforementioned
constitutes a material breach of this Agreement. Midori FX reserves the right, at
its sole discretion, to pursue any and all applicable legal and equitable remedies
against the Partner. This includes the potential for an immediate suspension of
the Partner's Account(s) with Midori FX and/or the instant termination of thisAgreement, without the need for prior notice. Additionally, Midori FX may
pursue all available civil or criminal remedies in response to such breaches.
(l) Not to utilize the Promotional Material and/or any other information supplied by
the Company to inspire users of its website and/or prospective clients of theCompany to entrust the Partner with funds for management and/or to offer
investment advisory services to prospective clients on behalf of the Company.
The Company retains the right to routinely verify and/or monitor that the Partner
refrains from undertaking any of the actions outlined herein. The Partner agrees
to such monitoring and commits to providing all necessary assets upon request
within 72 hours or within a timeframe specified by the Company.
(m) Not to alter or amend the Link, Promotional Materials, or any other materials
provided by the Company in any manner.
(n) Affirm and assures that their website(s) and any displayed materials therein: (a)adhere to all relevant laws, regulations, statutes, ordinances, and other applicableprovisions; (b) have not violated, and do not violate, any duty or rights of any
person or entity, including but not limited to intellectual property rights, publicity
rights, privacy rights, or obligations under consumer protection, product liability,
tort, or contract theories; and (c) do not contain pornographic, hate-related, orotherwise violent content.
5. Companies Obligations and Responsibilities
5.1. The Company will assess the Partner's application in good faith and promptly
communicate the acceptance or rejection to the Partner. In the event of rejection, thePartner may reapply only after addressing the issues that led to the initial rejection.
5.2. The Company will employ due skill, care, and diligence in initiating, overseeing, orconcluding any arrangement with a Partner. The Company may offer the Partners
suitable and effective training concerning the services outlined in this Agreement,
and the Partners are obligated to adhere to the terms of the Agreement.
6|PageMidori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

5.3. Provided you adhere to these Terms and each Client accepts the Clients’ Terms andConditions, we will:(a) pay the agreed Commissions to you;(b) grant you access to the company’s IB portal, outlining the trading volume andcommissions earned from referrals;(c) engage in collaboration with you regarding referral initiatives; and(d) furnish you with marketing and promotional materials, subject to preapproval by
the Compliance Department of the Companies.
5.4. To keep records and/or registers of the Partners, their Clients, and the activities
conducted under this Agreement.
5.5. The Company reserves the sole discretion to correct commission balances in theevent that any miscalculation arises due to technical issues or other problems.
6. Commissions and Criteria
6.1. In consideration of each Client referral, and always contingent upon your adherence
to these Terms and/or any other guidelines and information conveyed during the IB
Program, you will only be eligible for Commissions when we confirm that:(a) The Client did not possess any Account before the commencement date of yourIB Account, regardless of whether that Account is active;(b) The Client's name or contact details have never been provided to us by any third
party at any time;(c) The Client is a resident in the Territory and complies with the Clients' Terms andConditions and onboarding process;(d) You have introduced the Client;(e) The Client is not a member of your immediate family or a Related Party of yours;(f) No fraudulent, illegal, or suspicious activity, as deemed in our sole opinion, has
occurred on any Account linked to your Partner ID;(g) The referee is an Active Client, meaning they have engaged in trading activities;
6.2. Partners are not entitled to receive commissions from:(a) Trades initiated and concluded within 5 minutes or less.
(b) Their own account/accounts or any account suspected to belong to the Partner,using alternative email address(es), or any other method to deceive the Company.
(c) Trades executed with Credit (Bonus). The system automatically detects theamount of Credit (Bonus) utilized for a trade and deducts the corresponding
percentage, ranging from 0-100%, from the Partner’s Compensation.
6.3. Commissions will be remitted to the Partner in accordance with the payment details
recorded in the Partner Portal. The Partner acknowledges and agrees that, at theCompany’s discretion, they must furnish ample evidence to verify that the bankaccount or destination account is registered under the Partner’s name. The Company
7|PageMidori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

shall not be held responsible for any delays arising from the Partner's failure to
register payments, provide accurate payment details, or furnish proof of bank accountownership as stipulated in the Company’s AML&KYC Policy.
6.4. In the event of any signs or suspicions of fraud, abuse, manipulation, deceitful or
fraudulent activity, and/or a violation of the Operative Agreements and/or thisAgreement by a Client, the Company retains the right to disassociate such account(s)from the Partner(s) and nullify any previously earned Compensation linked to thoseaccounts.
6.5. Tailor made agreements and/or supplementary remuneration arrangements may be
implemented with the written agreement between the Parties, which shall constitutean integral part of this Agreement.
6.6. Notwithstanding the aforementioned, the Company reserves the right to withhold
Commissions according to the Commission Plan or any tailor made agreement,
and/or nullify any accumulated payouts and/or other fees, and/or terminate theAgreement, and/or promptly close any accounts offered from time to time from thePartner’s account and/or Partner’s Clients’ account and/or Trader’s account. Thisaction may be taken immediately for any of the reasons listed below:(a) The Partner is found in breach of any term of this Agreement, the Agreements,
and/or any applicable laws, regulations, and directives;(b) Any Client introduced by the Partner is found to be in breach of the Agreements;(c) The Company reasonably believes that transactions entered into or executed by
the Client under the Agreements are solely for the purpose of earning
commissions for the Partner;(d) The Partner engages in dishonest behavior towards a Qualified Trader,
Prospective Client, or Client;(e) The Company considers the Partner Account or any other Account managed orcontrolled by the Partner or any assigned Prospective Clients as suspicious.
(f) The Company reasonably suspects auto-referral activity by the Partner, leading to
a decrease in the Partner's Commission size down to 0%, if proven (auto-referral
activity involves the Partner and the Qualified Trader using at least two identicalIP addresses);(g) Any Qualified Traders introduced by the Partner are involved in abuse, market
manipulation, collusion, or any other form of deceitful or fraudulent trading,including but not limited to arbitrage, hedging, registration of multiple accounts
under different email addresses, and bonus abuse;
6.7. If any of the aforementioned actions are carried out, the Partner hereby irrevocably
relinquishes any claim or demand against the Company and/or its Affiliated Entities,
including its directors, officers, shareholders,

8|PageMidori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

7. Inactive Clients, Removal/Transfer of Clients
7.1. Upon accepting these Terms, you acknowledge that a Client who does not execute a
trade for a minimum of three (3) months will be deemed "inactive." We reserve theright, at our discretion, to remove the Client from your IB Account, and you willcease to be eligible for Commissions related to that Client.
7.2. If a Client is transferred to another Partner during the Qualifying Period and with thewritten consent of the Client, the Company will, at its sole discretion, decide whether
any Compensation for the Qualifying Period should be paid and to which Partner.
7.3. If there are any signs or suspicions of fraud, abuse, manipulation, or deceitful or
fraudulent activity associated with the removal and/or transfer of Client(s) and/or
Clients between Partners, the Company reserves the right to take any action they
consider appropriate in their sole and absolute discretion. This may include, but is
not limited to, annulling any Commission and/or terminating this Agreement.
7.4. If a Client has informed the Company of their desire to be removed and/ortransferred and/or unlinked from a Partner, the Company will discontinue any
Commission payments to the Partner from the date of that communication. The
Partner shall no longer have any rights regarding the unlinked Client. The Company
shall not be held liable for any consequences arising from such removal from a
Partner and/or transfer to another Partner under any circumstances.
8. Marketing and the Use of Promotional Material
8.1. Upon acceptance of these Terms, you are required to ensure adherence to all
Applicable Laws concerning direct marketing communications with Clients.
Specifically, each direct marketing communication sent to a Client as part of the IB
Program must:(a) Clearly and accurately identify the individual or organization sending themessage;(b) Provide accurate information on how the recipient can contact the sender;(c) Specify a clear method for opting out (or unsubscribing in the case of email)from further message receipt; and(d) Only be sent to Clients and individuals who have given consent to receive
communication;(e) Obtain approval from the compliance team of the Company before dissemination
to clients.
8.2. In instances where the Partner creates Promotional Material, they are required tosubmit these materials to the Company and obtain written approval before utilizingthem. Once the Promotional Materials are prepared based on pre-approval, they
become the property of the Company. Any Promotional materials, including landing
9|PageMidori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

pages and other materials created by the Partner during the term of this Agreement,
must only be used after receiving written approval from the Company before theirlaunch.
8.3. If the Partner utilizes any marketing material that has not been approved by theCompany, the Company reserves the right, without prejudice and in addition to any
other rights or remedies available under this Agreement or applicable law, topromptly block the Partner’s accounts and withhold any Compensation owed to thePartner. The Partner hereby irrevocably waives any claims or demands against theCompany, its directors, officers, shareholders, and employees regarding such actions
taken by the Company.
8.4. If a Partner chooses to utilize advertising materials, such as banners, logos, emails,etc., for the promotion and marketing of the Company, they must exclusively use thePromotional Material provided directly by the Company.
8.5. Any Promotional Material developed or created by the Company and utilized ordisplayed by the Partner is the exclusive property of the Company. Except for the
purpose of this Agreement, the Partner is prohibited from using the Promotional
Material independently or in conjunction with any third party without the priorwritten consent of the Company. The Company retains the right to periodicallyreview the Partner's placement of Promotional Materials for compliance with thepresent Agreement and to approve the use of the Partner's Links. Furthermore, theCompany may request the Partner to modify the placement or use of such
Promotional Material to adhere to the Company's applicable requirements, including
but not limited to:(a) The Partner's website, social network, or any other medium utilized by thePartner must include a link directing Prospective Clients to the Company's
Website, registration form, or an approved landing page.
(b) The Partner is obligated to prominently display on their website their status as aPartner of the Company, along with the name of the Company and the Services tobe provided.
(c) The use of the Company's logo, brand name, banners, or information is allowed
only with the prior written approval of the Company.
The Partner assumes full responsibility for any legal representation and is
obligated to cover all relevant fees, costs, expenses, and fines associated with any
dispute, claim, action, or proceeding related to the intellectual property rights of
the Company and/or its Affiliated Entities arising directly or indirectly from thePartner's activities, negligence, willful default, fraud, or breach of any obligations
under this Agreement.

10 | P a g e
Midori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

9. Intellectual Property Rights
9.1. By accepting these Terms, you acknowledge and agree that:(a) The ownership of all Intellectual Property Rights in material developed before or
during the Terms of your participation in the Partnership Program will be
retained by us. These Terms do not grant you any license or right to use ourIntellectual Property Rights beyond what is permitted under these Terms.
(b) The Company may, during the Term of this Agreement, provide the Partner witha revocable, non-exclusive, non-transferable, non-assignable, and nonsublicensable right to use and display the Intellectual Property Rights on thePartner’s Site and/or any other medium. This usage is permitted for the marketingand promotion of the Products offered by the Company, subject to the terms andconditions outlined in this Agreement. Throughout the Term, the Partner isentitled to publicly declare its status as a Partner of the Company and utilize theIntellectual Property Rights without charge for the duration of this Agreement,
ensuring the Partner's fulfillment of obligations herein.
(c) You are allowed to display our trademarks and branding on your site, presenting
yourself as an MIDORI FX Partner for the purpose of introducing Clients to us
under this Partnership Program, subject to the following conditions:i. Obtain our written approval before publishing our trademarks, branding, andany Promotional Material.
ii. Refrain from using our trademarks or branding as part of your product name,
URL, or as a component of another logo.
iii. Display Promotional Material in accordance with our brand guidelines andany other directions provided by us.
(d) We reserve the right to withdraw our approval of your Promotional Material at
any time.
(e) In the event of withdrawal, you must immediately cease the distribution or
publication of the Promotional Material.
(f) You must promptly notify us in writing if you become aware of any infringementon our Intellectual Property Rights or other ownership rights, or if you becomeaware of a claim by any party asserting that our products, trademarks, or logos
infringe on a third party’s Intellectual Property Rights or ownership rights.
9.2. The Partner is prohibited, whether directly or indirectly:(a) Register or utilize domains, subdomains, keywords, search terms, or otheridentifiers that include the Company’s and/or its Affiliated Entities' trademark(s)(a part of the Company’s name), the Company’s trade names, or any words ordepictions confusingly similar to the aforementioned in any language or form
without the Company’s prior written consent;

11 | P a g e
Midori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement(b) Acquire a similar domain name or any part thereof, or any variations,translations, or misspellings for use in text links, banner ads, pop-up ads, or any
other type of ad associated with a keyword campaign;(c) Incorporate a similar domain name or any part thereof, or similar variations,translations, or misspellings in the meta tags of any web site code. This includes
the meta title, meta keywords, or meta description;(d) Display marketing and/or promotional material on websites that violate laws,
ethics, and morality or have links redirecting to such websites;(e) Use malicious software with pop-up advertisements or advertisement-like
mailings to email addresses without consent to receive such mailings;(f) Engage in false or misleading advertising and/or promotions or use false and/or
fraudulent methods to attract Prospective Clients online, manipulate searchengines, and mislead search engine users, including, but not limited to, using theCompany's website URL with a Partner Link in contextual advertising systems,
knowingly redirecting users to a different website on the Internet;(g) Purchase and/or use trademarks and tradenames that include the word
"midorifx.com" in any language.
10. Liability
10.1. We, along with our related entities, officers, directors, employees, and suppliers,
bear no responsibility or liability towards you or any Client for any:(a) Loss or Claims due to any failure of software, hardware, communication
technology, or other systems, including our Trading Platform;(b) Matters concerning your use of, or reliance upon any data provided to you or
Clients by us, including via the Trading Platform;(c) Issues related to the provision of data by us, including via the Trading Platform,
such as delays, disruptions, inaccuracies, or data loss;(d) Delays or failures on your part to fulfill obligations under these Terms, or any
failure to perform them in a timely manner;(e) Negligent or unlawful conduct by you, your employees, representatives, agents,
or contractors;(f) Trading losses incurred by Clients in connection with our Products;(g) Losses or claims resulting from our failure to comply with these Terms forreasons beyond our reasonable control;(h) Losses or claims arising from your failure to comply with Tax Laws concerning
your Fee entitlements.
(i) Actions or inaction of third parties (including negligent or unauthorized actions)related to the Partnership Program or the Trading Platform;

12 | P a g e
Midori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

10.2. Neither party shall be held liable for any indirect, consequential, special, or
incidental loss or damages that may be reasonably considered to arise naturally, i.e.,in the usual course of events, from the breach or other act or omission leading to therelevant liability.
11. Confidentiality
11.1. By agreeing to these Terms, you acknowledge that all Client information,
including Personal Information, acquired by us is confidential and remains
exclusively between us and the Client. We are not obligated to disclose suchinformation to you, except as outlined in this Section.
11.2. You consent to the collection, utilization, and disclosure of your personal
information by us for the purpose of providing requested products, services, andassociated support. Additionally, we may use your personal information to address
your inquiries, respond to feedback, and promote our Products and services, as wellas those offered by relevant third parties. This may involve sharing your personal
information with our related entities when necessary and applicable. While we aim to
obtain information directly from you, we may also collect it from public sources or
third parties providing marketing leads. Failure to provide your personal information
may impact our ability to conduct business with you. You grant consent for us tocollect, use, and disclose your personal information for these purposes. If you wish to
opt out of promotional communications, you can follow the outlined procedure in the
Companies Privacy Policy, available in the Legal Documentation section on our
website.
11.3. Upon the termination of the Partner's status, the Partner shall discontinue the useof any confidential information acquired during the execution of this Agreement.
Additionally, the Partner must either return or securely destroy all documents orinformation related to such confidential matters.
11.4. Both parties are obligated to uphold the confidentiality of the other party's
Confidential Information. The use of such Confidential Information should be solely
for the purpose of fulfilling obligations under these Terms. This obligation does not
apply in cases where the Confidential Information is publicly available without abreach of Section 16, or if it has been independently created, developed, or acquiredby the recipient without reliance on or connection to these Terms or interactions withthe other party, and without any associated obligation of confidentiality.
11.5. A party is permitted to share the Confidential Information of the other party with
its personnel only on a "need-to-know" basis and in a confidential manner, either in
relation to these Terms or as necessitated by Applicable Law.
11.6. Both parties are obligated to take all necessary and prudent measures to ensure theconfidentiality of the other party's Confidential Information. Each party recognizes
13 | P a g e
Midori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreementthat the value of the other party's Confidential Information is significant, anddamages may not be sufficient in case of a breach of this Section. Therefore, while
maintaining the right to seek damages, a party may also seek injunctive relief toprevent or restrain the other party or its personnel from any actual or impending
breach of this Section.
12. Amendment and Termination
12.1. The Company retains the right to amend and/or terminate this Agreement at its
discretion, providing the Partner with a written notice via email at least 5 days inadvance, unless immediate notice is mandated by applicable regulations or if thePartner has breached any terms of this Agreement, in which case termination willtake effect immediately.
12.2. Either party (Company or Partner) has the right to terminate the Agreement by
providing a written notice with a notice period of five (5) business days to the otherparty.
12.3. The Company, at its sole discretion, reserves the right to impose restrictions
and/or promptly terminate the operation of Partner Accounts and/or any Client’s
account registered under the Partner, as well as disconnect such account(s) from thePartner(s) and nullify any previously earned commissions for any of the following
reasons:(a) Suspicion of the Partner's involvement in illegal/fraudulent transactions;(b) The Partner is convicted of a crime or a serious violation of the law that reflects
on their honesty and integrity;(c) Suspicions that the Partner or Client violates any conditions of this Agreement or
any terms of the Operative Agreements between the Company and the Partner,
and/or the Partner as a Client, and/or Clients registered under the Partner or any
other documents concluded between the Partner as a Client or as a Partner with
the Company;(d) The Company, in its sole discretion, determines that the Partner or prospective
clients have committed acts inconsistent with fair, just, and equitable principlesof trade. The Partner or Clients are non-responsive to the Company's requests,
and the Partner and/or any of the Clients registered under the Partner are using
practices considered as market abuse practices;(e) Determination by the Company that the Partner has become the subject of apetition in bankruptcy or any other proceeding related to insolvency,
receivership, liquidation, or assignment for the benefit of creditors;(f) The Company has cause to believe that the Partner is not putting sufficient effort
into promoting the Company's services and/or their performance does not meetthe expectations of the Company;
14 | P a g e
Midori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement(g) Due to regulatory restrictions;(h) Due to force majeure circumstances;
12.4. In the event of Agreement termination for reasons other than those specified in
section 12, the Company will pay commissions for all Prospective Clients who
became Qualified before the termination date. The Partner will not be eligible toreceive any Commission for any Potential Clients generated after the effective
termination date.
12.5. Upon the termination of the Agreement, the Introducer must return any materials
provided by the Company for the promotion of their business (e.g., newsletters,
banners, text, etc.). If the Partner operates a website and utilizes any Company
materials, they are obligated to promptly remove such materials upon termination of
the Agreement.
12.6. Upon the termination of this Agreement, the Partner is prohibited from using theCompany's name, tradename, brand name, promotional material, or any othermaterials prepared and owned by the Company.
13. Force Majure
13.1. The Company shall not be considered in violation of this Agreement and shall not
be held liable or responsible for any loss or damage suffered by the Introducer due toany total or partial failure, interruption, or delay in the performance of thisAgreement caused by factors beyond the Companies control. Such factors may
include acts of God, fire, war, civil commotion, labor disputes, government actions,inability to communicate with market makers, computer system failures, breakdowns
in communication facilities, or any other reasons beyond the Companies reasonable
control, collectively referred to as a "Force Majeure Event".
13.2. The Partner acknowledges and accepts that the Company, in its reasonable
judgment, may determine the existence or imminent occurrence of a Force Majeure
Event. In such cases, the Company will promptly notify the Partner of its
determination.
13.3. If the Company determines the presence or likelihood of a Force Majeure Event,
it reserves the right, at its sole discretion and without prejudicing any other rights
under this Agreement, to take necessary actions based on the circumstances,considering the interests of the Partner and their clients. The Company, its directors,
officers, employees, agents, or advisers will not be held liable for any failure,
hindrance, or delay in fulfilling its obligations under this Agreement or for any
actions taken or omitted in response to such circumstances.

15 | P a g e
Midori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).

Partnership Agreement

14. General
14.1. These Terms, along with any information related to your Partnership Program
conveyed through email, phone, or the website at various times, constitute thecomplete agreement between you and us concerning the Partnership Program.
14.2. Any representations or warranties made by the Companies Employees before theapproval of your participation in the Partner Account opening are not valid unlessexplicitly stated in these Terms. Written consent from an authorized employee isrequired for any waiver of our rights or powers under these Terms.
14.3. If any portion or provision of these Terms is deemed void, unenforceable, or
illegal in a specific jurisdiction, it does not apply in that jurisdiction. Nonetheless, theremaining Terms continue to be effective in that jurisdiction, unless this affects thefundamental agreement between you and us. In such cases, we retain the option toterminate your participation in the Partnership Program.
15. Assignment
15.1. We maintain the right to transfer the advantages specified in these Terms to oneof our Related entities at any time without requiring your consent.
15.2. You are obligated to inform us in writing of any significant alterations in yourassignment, control, structure, or ownership. We reserve the right to request
additional information in accordance with Applicable Laws, and any changes are
subject to approval. Failure to meet the specified requirements may lead totermination at our discretion.
16. Governing Law and Jurisdiction
16.1. This Agreement is subject to the laws of the Republic of South Africa andMarshall Islands, disregarding conflict of law principles. The Partner irreversiblyconsents that the courts of the Republic of South Africa and Marshall Islands holdexclusive jurisdiction and hereby submits to the jurisdiction of these courts
concerning any matter arising from this Agreement, including its existence. If any
provision of this Agreement is deemed invalid or unenforceable, the provision will
be interpreted, to the extent possible, to reflect the original intention, and theremaining provisions will remain fully valid and effective.
17. Governing Language
17.1. This Agreement, along with any supplementary agreements (current or future), is
executed in English. Any translations into other languages are for convenience only.
In the event of any inconsistency or discrepancy between the original English texts
and their translations into any other language, the English versions shall takeprecedence.
16 | P a g e
Midori FX (Pty) Ltd is an Authorised Financial Services Provider registered and existing in the Republic of South Africa underregistration number 2023/526901/07 and regulated by the Financial Sector Conduct Authority under license number 53077,
pursuant the Financial Intermediary and Services Act 37 of 2002 (“FAIS’).