Client Agreement (Terms & Conditions)

CLIENT AGREEMENTClient Agreement (Terms & Conditions)This client agreement, together with any Schedule(s), and accompanying documents, as
amended from time to time and the policies available on our website www.midorifx.com
from time to time, (this "Agreement") sets out the terms of the contract between you and
us. Please read the documents carefully and let us know as soon as possible if there isanything which you do not understand – contact details for this purpose arecomplaints@midorifx.com.
Copies of the components of this Agreement, as amended from time to time, arecontinuously available for viewing, downloading and printing by clicking on the relevant
hyperlinks found at the footer of each page of our website.
Goods and Services
Midori FX Ltd is a business in the Financial Services Industry, that trades on an online
trading platform
Delivery Policy
Subject to availability and receipt of payment, requests will be processed within 2 days
and delivery confirmed by way of electronic mail (Email)
Return and Refunds Policy
The provision of goods and services by Midori FX Ltd is subject to availability. In casesof unavailability, Midori FX Ltd will refund the client in full within 30 days.
Cancellation of orders by the client will attract a 5% administration fee.
Customer Privacy Policy
Midori FX Ltd will take reasonable steps to protect the personal information of users.
Responsibility
Midori FX Ltd will take responsibility for all aspects relating to the transaction
including sale of services sold on this website, Customer service and support, dispute
resolution and delivery of services.
Variation
Midori FX Ltd may, in its sole discretion, change this agreement or any part thereof at
any time and without notice.

1.

INTERPRETATION

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)

In this Agreement:
1.1
1.2

1.3

1.4
1.5
1.6

1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18

1.19
1.20
1.21
1.22
1.23

Account means the account you hold with us and designated with a particular accountnumber.
Applicable Regulations means, without limitation, the subordinate legislation, any
rules, statements of principle and directives of applicable authorities responsible forthe regulation of Midori FX Ltd ’s business (including, without limitation, the FSB
and SARS) and all other laws, rules and regulations regulating or otherwise affecting
this Agreement, in force from time to time.
Associate means an undertaking in the same group as us, a representative whom we oran undertaking in the same group as us appoint, or any other person with whom wehave a relationship that might reasonably be expected to give rise to a common
interest between us and them.
Base Currency means United States Dollar.
Business Day means a day on which banks and the are open for business.
Client and/or Customer means you, the counterparty of the Company agreeing tothese terms and entering into this Agreement with the Company and any reference to“you” or “your” or cognate words will be interpreted as denoting or connoting the
Client.
Code means the General Code of Conduct.
Company or Midori FX Ltd for the purposes of this Agreement means Midori FX
Ltd and any reference to “our” or “us” or cognate words will be interpreted asdenoting or connoting the Client.
Compliance Officer means the Company’s compliance officer;
Contract for Differences or CFD means an agreement to exchange the difference inprice of an instrument over a set period of time.
Counterparty Credit Risk means the risk that the counterparty to a transaction could
default before the final settlement of the transaction's cash flows.
Credit Support Provider means any person who has entered into any guarantee,
hypothecation, agreement, margin or security agreement in our favor in respect ofyour obligations under this Agreement.
Electronic Services means a service provided by us, for example an Internet trading
service offering clients access to information and trading facilities, via an internet
service, a WAP service and/or an electronic order routing system.
Event of Default means any of the events of default as listed in Clause 16.1 (Eventsof Default).
Execution means the completion of Clients’ orders on Midori FX Ltd ’s Online
Trading Platform, where Midori FX Ltd is a principal to clients’ transactions.
FATCA is an abbreviation for “Foreign Account Tax Compliance Act”.
OTC means ‘over the counter’ and refers to transactions conducted otherwise than on
an exchange.
Privacy Policy refers to Midori FX Ltd ’s Protection of Personal Information Policy
provided on Midori FX Ltd ’s website, as this may be changed from time to time,
which represents an inherent part of this Agreement and includes how Midori FX Ltd
collects, processes, stores and protects your information.
Midori FX Ltd Trading Desk means the trading desk operated by us.
Midori FX Ltd Online Trading System means the internet-based trading system
available on our website that allows you to provide us with instructions. This also
includes the Meta Trader 5 (MT5) platform.
Secured Obligations means the net obligation owed by you to us after the applicationof set-off under Clause 14 (Margining Arrangements) in the paragraph entitled“Set-off on default”.
FX Contract or FX means a contract between Midori FX Ltd and its Client toexchange two currencies at an agreed exchange rate.
System means all computer hardware and software, equipment, network facilities andother resources and facilities needed to enable you to use an Electronic Service.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

1.24

1.25

Client Agreement (Terms & Conditions)
Transaction means any transaction subject to this Agreement and includes a CFD,FX Contract or forward contract of any kind, future, option or other derivative
contract in relation to any commodity, financial instrument (including any security),
currency, interest rate, index or any combination thereof and any other transaction or
financial instrument for which we are authorised under our FAIS Financial Services
Provider (“FSP”) licence from time to time which we both agree shall be a
Transaction.
US Reportable Persons - In accordance with FATCA, a US Reportable person is:(a)a US citizen (including dual citizen);(b)a US resident alien for tax purposes;(c)a domestic partnership;(d)a domestic corporation;(e)
any estate other than a foreign estate;(f)any trust if:(i)a court within the United States is able to exercise primarysupervision over the administration of the trust;(ii)
one or more United States persons have the authority to control all
substantial decisions of the trust;(g)
any other person that is not a foreign person.

2.

INTRODUCTION

2.1

Scope of this Agreement
This Agreement sets out the basis on which we will provide services to you. This
Agreement governs each Transaction entered into or outstanding between us on orafter the execution of this Agreement.

2.2

Commencement
This Agreement supersedes any previous agreement between you and us on the same
subject matter and takes effect when you indicate your acceptance via our website.
This Agreement shall apply to all Transactions contemplated under this Agreement.

3.

GENERAL

3.1

Information about us

3.2

(a)

The Company is registered and existing in the Marshall Islands underregistration number 1234537. Our registered office is at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(b)

Our contact details are set out in Clause 21 (Miscellaneous) under theheading “Notices”.

(c)

The Company is a provider for CFD and FX Contracts. The Company owns
and operates websites, trading platforms and brand names as indicated in its
website www.midorifx.com. The Company operates through this website
which allows online trading.

LanguageThis Agreement is supplied to you in English and we will continue to communicate with you in
English for the duration of this Agreement. However, where possible, we willcommunicate with you in other languages in addition to English.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)

3.3

Communication with us
You may communicate with us in writing (including fax), by email or other electronicmeans, or orally (including by telephone). Our contact details are set out in Clause 21(Miscellaneous) under the heading “Notices”. The language of communication shallbe English, and you will receive documents and other information from us in English.
However, where appropriate and for your convenience, we will endeavor tocommunicate with you in other languages. Our website contains further details about
us and our services, and other information relevant to this Agreement. In the event of
any conflict between the terms of this Agreement and our website this Agreement will
prevail.

3.4

Capacity(a)Midori FX Ltd is registered to act as an Intermediary FSP, where a person
acts as an intermediary between the client and the relevant product supplier(the client does not deal directly with the product supplier themselves). We
act as principal and not as agent on your behalf and you enter this Agreement
as principal and not as agent (or trustee) on behalf of someone else.

(b)Intermediary services include, amongst other things : any act (other thangiving advice) where a person performs an act on behalf of a client or
product supplier, such as:

(c)
3.5

(i)

the keeping in safe custody of a financial product in which a client
has invested E.g. a share certificate;(ii)

the collection of premiums from clients on behalf of productsuppliers;(iii)

receiving, submitting or processing a client’s claim against a
product supplier;(iv)

buying, selling or dealing in (discretionary or non-discretionary
basis) financial products;(v)

administrating any financial product;(vi)

maintaining or servicing a financial product e.g. the nomination ofa beneficiary on a policy or updating bank details.

Midori FX Ltd, as a registered FSP is required to and does in fact, comply
with the obligations imposed on FSP’s in terms of the Code.

Legal Age
Midori FX Ltd services and products traded are only available to individuals who areat least 18 years old (and at least the legal age in your jurisdiction). You represent andwarrant that if you are an individual, you are at least 18 years old and of legal age inyour jurisdiction to enter into a binding contract, and that all registration information
you submit is accurate and truthful. Midori FX Ltd reserves the right to ask for yourproof of age, furthermore, your account may be suspended until satisfactory proof ofage is provided. Midori FX Ltd may, in its sole and absolute discretion, refuse to offer
its products and services to any person or entity and change its eligibility criteria at
any time.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)

3.6

Banned/Not permitted Jurisdictions(a)Midori FX Ltd reserves the right and is entitled to at any time, and in its soleand absolute discretion, to restrict offering its services to certain jurisdictions
and consider them as banned countries in terms of engagement with potential
clients. Currently the Company does not accept new clients and/or the
opening of new accounts from the following jurisdictions:
Afghanistan, Algeria, American Samoa, Angola, Belgium, Bosnia andHerzegovina, Cambodia, Canada, Cuba, Democratic People's Republic ofKorea (DPRK), Guam, Guyana, Iran, Iraq, Israel, Lao People's Democratic
Republic, Macao, Myanmar, Northern Mariana Islands, Panama, Papua New
Guinea, Puerto Rico, Russia, Sudan, Syrian Arab Republic, Uganda, US
Virgin Islands, USA, Vanuatu, Yemen.

3.7

(b)

The aforementioned list of countries is non-exhaustive and the updated list of
banned countries, which can be found with Midori FX Ltd ’s customer
support, is subject to alteration at any time that Midori FX Ltd deems properin its sole and absolute discretion without any prior notice.

(c)

The Customer hereby confirms that by agreeing to this Agreement he/she is
not residing in one of the countries mentioned on the aforementioned list andundertakes to inform the Company should his situation alter in any way.
Midori FX Ltd reserves the right to request and the Customer agrees toprovide any additional information deemed necessary to verify compliancewith this clause.

General interpretation

A reference in this Agreement to a “clause” or “Schedule” shall be construed as a reference to,respectively, a clause or Schedule of this Agreement, unless the context requires
otherwise. References in this Agreement to any statute or statutory instrument or
Applicable Regulations include any modification, amendment, extension or
re-enactment thereof. A reference in this Agreement to “document” shall be construed
to include any electronic document. The masculine includes the feminine and theneuter and the singular includes the plural and vice versa as the context admits or
requires. Words and phrases defined in the Code and the Applicable Regulations havethe same meaning in this Agreement unless expressly defined in this Agreement.
3.8

Schedules

The clauses contained in any attached Schedule (as amended from time to time) shall apply as ifpart of the main body of this Agreement. We may from time to time send to you
further Schedules in respect of Transactions. In the event of any conflict between theclauses of any Schedule and this Agreement, the clauses of the Schedule shall prevail.
The fact that a clause is specifically included in a Schedule in respect of one
Transaction shall not preclude a similar clause being expressed or implied in relation
to any other Transaction. You acknowledge having read, understood and agreed to the
Schedules to this Agreement.
3.9

Headings

Headings are for ease of reference only and do not form part of this Agreement.
3.10

Lists not exhaustive

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
In this Agreement the use of the word “including” followed by specific example/s will not be
construed as limiting the meaning of the general wording preceding it and the ejusdem
generis rule will not be applied in the interpretation of such general wording or suchspecific examples.

4.

REGULATION

4.1

This Agreement and all Transactions are subject to Applicable Regulations so that:

4.2

(a)

nothing in this Agreement shall exclude or restrict any obligation which wehave to you under Applicable Regulations;(b)

we may take or omit to take any action we consider necessary to ensurecompliance with any Applicable Regulations;(c)all Applicable Regulations and whatever we do or fail to do in order tocomply with them will be binding on you; and(d)such actions that we take or fail to take for the purpose of compliance with
any Applicable Regulations shall not render us or any of our directors,
officers, employees or agents liable.

Action by regulatory body

If a regulatory body takes any action which affects a Transaction, then we may take any action
which we, in our reasonable discretion, consider desirable to correspond with suchaction or to mitigate any loss incurred as a result of such action. Any such action shallbe binding on you. If a regulatory body makes an enquiry in respect of any of yourTransactions, you agree to co-operate with us and to promptly supply information
requested in connection with the enquiry.
5.

COSTS, PAYMENTS AND CHARGES

5.1

Charges

You shall pay our charges as agreed with you from time to time, any fees or other charges
imposed by a clearing organization and interest on any amount due to us at the rates
then charged by us (and which are available on request). A copy of our current charges
is published on our website. Any alteration to charges will be notified to you before
the time of the change.
5.2

Additional costs

You acknowledge the possibility that other taxes or costs may exist that are not paid through or
imposed by us.
5.3

Payments

All payments to us under this Agreement shall be made in such currency as we may from time
to time specify to the bank account designated by us for such purposes. All suchpayments shall be made by you without any deduction or withholding.
5.4

Remuneration and sharing of charges

Midori FX Ltd may share charges with Associates, partners, intermediary service providers andagents (collectively referred to as “Partners”) relating to Transactions carried out inyour Account. Partners are receiving remuneration on the basis of a percentage of theMidori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)spread, a fixed fee and/or based on any other method agreed with them, which may
affect the costs associated with your Account. More information on the fees andcommissions Midori FX Ltd pays to its Partners can be provided upon request.

5.5

5.6

Rollovers, Interest(a)A daily financing charge may apply to each FX/CFD open position at theclosing of Midori FX Ltd ’s trading day as regard to that FX/CFD. If suchfinancing charge is applicable, it will either be requested to be paid by
Customer directly to the Company or it will be paid by the Company to theCustomer, depending on the type of FX/CFD and the nature of the position
Customer holds. The method of calculation of the financing charge varies
according to the type of FX/CFD to which it applies. Moreover, the amountof the financing charge will vary as it is linked to current interest rates (suchas LIBOR). The financing charge will be credited or debited (as appropriate)
to or from Customer’s account on the next trading day following the day towhich it relates.

(b)

The Company reserves the right to change the method of calculating thefinancing charge, the financing rates and/or the types of FX/CFDs to which
the financing charge applies. For certain types of FX/CFDs, a commission ispayable by Customer to open and close FX/CFD positions. Such commission
payable will be debited from Customer’s account at the same time as theCompany opens or closes the relevant FX/CFD. Changes in our swap
interest rates and calculations shall be at the Company’s sole and absolute
discretion and without notice. Clients need to always check our website forthe then current rates charged. Rates may change quickly due to market
conditions (changes in interest rates, volatility, liquidity etc.) and due tovarious risk related matters that are at the Company’s sole discretion.

(c)

Any open FX/CFD transaction held by Customer at the end of the trading
day as determined by the Company or over the weekend, shall automaticallybe rolled over to the next Business Day so as to avoid an automatic close andphysical settlement of the transaction. Customer acknowledges that whenrolling over such transactions to the next Business Day, a premium may beeither added or subtracted from Customer’s account with respect to suchtransaction. The MT5 platform calculates overnight rollover at 21:00 GMT
and the rollover charge/credit is debited or credited to and from the trading
account.

CFD Expiration Rollover(a)

Unless otherwise specified, the underlying instrument of a CFD has an
expiration date. However, you should be aware that CFDs are not traded up
until the exact expiration date of the underlying instrument. Instead, CFDs
are rolled over to the next underlying future price on the last Friday before
the official expiration day (except in cases of when it falls on a Friday whenthe markets are closed). This is known as the “Expiration Rollover”. If there
would be any substantial price difference between the two futures, anadjustment will be credited or debited from the balance of your Account(subject to the open position amount of the expiring CFD) (“Adjustment”).

(b)This Adjustment will show up in your Account under “Rollover Charge” andwill not affect the real value of your equity. However, you should be awarethat the switch between the two future prices of the underlying CFD could
involve a substantial price difference. Any existing pending order(s) (stop,
limit, entry stop and entry limit) placed on these instruments will be

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
automatically removed on the CFD rollover date at 21:00 GMT. To calculate
the rollover Midori FX Ltd takes the settlement prices of the two contracts
from the relevant official exchange. There are no other costs incurred by the
Customer involved in the Expiration Rollover.

(c)

Midori FX Ltd will endeavor to inform customers about any projected
expiration of instruments by Popup, email or through the Company’s
website. However, Midori FX Ltd cannot provide adjustment information
about an Expiration Rollover before the adjustment occurs. Therefore,
Customers with open positions who do not wish to have their positions rolled
over into the new tradable contract should close their position(s) and/or
cancel orders before the rollover date and open a new position afterwards.

(d)

The formula used by Midori FX Ltd for calculating the Adjustment:(i)

MT5 Platform:[(Lots x Contract Size) x (New Contract – Old Contract Price)] + Overnight
Rollover Markets Web Trade [Quantity x Swap percentage charge
x Last platform Mid price]](ii)

General rules:
New Price < Old Price = Credit for Long Positions/Debit for Short
Positions

Example 1: MT5 Platform
New contract price: 9,975.00EUR
Old contract price: 9,982.00EUR
Formula: [(Lots x Contract Size) x (New Contract – Old Contract Price)] + Overnight Rollover
Long position will be charged positive rollover adjustment
Customer X has a long open position on the underlying instrument of 1 lot.
The adjustment will be:[(1 x 100) x (9975 – 9982)] + Overnight Rollover = 700EUR + Overnight Rollover
Short position will be charged negative rollover adjustment
Customer X has a short position on the underlying instrument of 1 lot.
The adjustment will be:[(1 x 100) x (9975 – 9982)] + Overnight Rollover = -700EUR + Overnight Rollover
Web Trader
New contract price: 480.30USD
Old contract price: 484.20USD
Formula: [Quantity x Swap percentage charge x Last Platform Mid Price]
Swap percentage charge = (old contract price – new contract price)/ old contract priceMidori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)

Last platform Mid price = (Last Bid Price + Last Ask Price)/2
Long position will be charged positive rollover adjustment
Customer X has a long open position on the underlying instrument of 100 units.
The adjustment will be:[Quantity x Swap percentage charge x Last platform Mid price]
Swap percentage charge = (484.20-480.30)/484.20 = 0.80545%, rounded to the second decimal
0.81%
Last platform Mid price = (475.13+477.63)/2 = 476.38[100 x 0.81% x 476.38] = 385.87USD
Short position will be charged negative rollover adjustment
Customer X has a short position on the underlying instrument of 100 units.
The adjustment will be:[Quantity x Swap percentage charge x Last platform Mid price]
Swap percentage charge = (484.20-480.30)/484.20 = 0.80545%, rounded to the second decimal
0.81%
Last platform Mid price = (475.13+477.63)/2 = 476.38[100 x 0.81% x 476.38] = -385.87USD

New Price > Old Price = Debit for Long Positions/Credit for Short Positions

Example 2:
MT5 Platform
New contract price: 9,982.00EUR
Old contract price: 9,975.00EUR
Formula: [(Lots x Contract Size) x (New Contract – Old Contract Price)] + Overnight Rollover
Long position will be charged negative rollover adjustment
Customer X has a long position on the underlying instrument of one (1) lot.
The adjustment will be:[(1 x 100) x (9982 – 9973)] + Overnight Rollover = -900EUR + Overnight Rollover
Short position will be charged positive rollover adjustment
Customer X has a short position on the underlying instrument of one (1) lot.
Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)

The adjustment will be:[(1 x 100) x (9982-9973)] + Overnight Rollover = 900EUR + Overnight Rollover
Web Trader
New contract price: 480.30USD
Old contract price: 478.20USD
Formula: [Quantity x Swap percentage charge x Last Platform Mid Price]
Swap percentage charge = (old contract price – new contract price)/ old contract price
Last platform Mid price = (Last Bid Price + Last Ask Price)/2
Long position will be charged negative rollover adjustment
Customer X has a long position on the underlying instrument of 100 units.
The adjustment will be:[Quantity x Swap percentage charge x Last platform Mid price]
Swap percentage charge = (478.20-480.30)/478.20 = 0.43714%, rounded to the second decimal
0.44%
Last platform Mid price = (475.13+477.63)/2 = 476.38[100 x 0.44% x 476.38] = -209.61USD
Short position will be charged positive rollover adjustment
Customer X has a short position on the underlying instrument of 100 units.
The adjustment will be:
Swap percentage charge = (478.20-480.30)/478.20 = 0.43714%, rounded to the second decimal
0.44%
Last platform Mid price = (475.13+477.63)/2 = 476.38[100 x 0.44% x 476.38] = 209.61USD(e)

For Islamic accounts, due to the account being swap-free, theaforementioned actions shall be effected through manual adjustments, credit
or debit, to reflect the difference on the price between the old expiringcontract and the new contract. The calculation formula and prices used are
the same as prescribed for the normal procedure. As with normal procedure,
any manual adjustments will not affect the Customer’s equity.

(f)

Exceptions to the normal procedure:(i)

When the difference in the price of the expiring contract and the
new contract is abnormally big, and In Midori FX Ltd sole andabsolute discretion, Midori FX Ltd retains the right to apply the

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
Islamic accounts procedure and reflect the difference to the pricethrough manual adjustments instead of through swaps.

5.7

(ii)

In the case of the liquidity of the CFD old contract being too small,and in Midori FX Ltd sole and absolute discretion, Midori FX Ltd
has the right to effect the rollover on an earlier date than theprescribed one.

(iii)

All Adjustments are calculated in the currency the underlying
instrument is denominated in and in case the Account is in adifferent currency, the system will automatically convert this to thecurrency of the Account using the market rate at that time.

Overnight Rollover

On Wednesday at 21:00 GMT, overnight rollover fees are multiplied by three (x3) in order tocompensate for the upcoming weekend. The premium amount shall be determined byMidori FX Ltd from time to time, in Midori FX Ltd’s sole and absolute discretion.
Customer hereby authorises Midori FX Ltd to add or subtract the premium to or from
Customer’s account for any open transaction that has accrued a premium, in
accordance with the applicable rate thereto, each day at the time of collection specified
on the trading platform for each individual instrument, as applicable.
6.

RIGHT TO CANCELYou have a right to cancel this Agreement within a period of fourteen (14) days commencing on
the date on which this Agreement is concluded (the “Cancellation Period”). Should
you wish to cancel this Agreement within the Cancellation Period, you should send
notice electronically to the following email address: compliance@midorifx.com
Cancelling this Agreement within the Cancellation Period will not cancel any
Transaction entered into by you during the Cancellation Period. If you fail to cancel
this Agreement within the Cancellation Period, you will be bound by its terms, but you
may terminate this Agreement in accordance with Clause 19 (Termination Without
Default).
7.

NON-ADVISORY

7.1

Execution only

We deal on an execution only basis and do not advise on the merits of particular Transactions, ortheir taxation consequences.
7.2

Own judgement and suitability

Without prejudice to our foregoing obligations, in asking us to enter any Transaction, yourepresent that you have been solely responsible for making your own independent
appraisal and investigations into the risks of the Transaction. You represent that you
have sufficient knowledge, market sophistication, professional advice and experience
to make your own evaluation of the merits and risks of any Transaction and that you
have read and accepted the Risk Disclosure Statement and guidelines in relation to thefinancial instruments and the markets which are available on our website. We give you
no warranty as to the suitability of the products traded under this Agreement andassume no fiduciary duty in our relations with you.
7.3

Incidental information and investment research

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(a)8.

Client Agreement (Terms & Conditions)
Where we do provide generic trading recommendations, market commentaryor other information:(i)

this is incidental to your dealing relationship with us. It is provided
solely to enable you to make your own investment decisions anddoes not amount to advice;(ii)

where information is in the form of a document containing a
restriction on the person or category of persons for whom that
document is intended or to whom it is distributed, you agree thatyou will not pass it on to any such person or category of persons;(iii)

we give no representation, warranty or guarantee as to the accuracy
or completeness of such information or as to the tax consequencesof any Transaction;(iv)

you accept that prior to dispatch, we may have acted upon it
ourselves or made use of the information on which it is based. We
do not make representations as to the time of receipt by you andcannot guarantee that you will receive such information at the sametime as other clients. Any published research reports orrecommendations may appear in one or more screen information
services.

CONFLICTS OF INTEREST POLICY

Please refer to our conflicts of interest policy for further information on how we manage
conflicts which would affect the impartiality of the investment research we provide toyou. Upon request, we will provide you with any further details in that regard.
9.

CUSTOMER ACCOUNTS AND INITIAL DEPOSITS

9.1

Account Set Up and Maintenance(a)

Before you can proceed with the set up and registration of your Account, youmust read and accept this Agreement and all other policies published on our
website. You must also deposit sufficient clear funds in your Account andyour customer registration form and all accompanying documents must be
approved by Midori FX Ltd in its sole and absolute discretion(b)

Kindly note that upon Account registration and/or following ongoing
monitoring, you will be requested to provide us with certain information
and/or supporting documentation about you that we require in compliancewith Applicable Regulations. We may from time to time, carry out various
evaluations and checks (including but not limited to verification of youridentity and proof of residence as well as your good repute) as we may deem
appropriate. We may also obtain information or verification of theinformation you provide us from independent organisations that are licensed
to provide such data and / or services or from other reputable sources anddatabases that we may select at our discretion (collectively the “3rd parties”).
You expressly consent and agree to our use of such 3rd parties. You hereby
authorise us to use the information you provide to us, as well as any otherinformation we receive from the 3rd parties for the purposes of ouraforementioned evaluation and checks. You agree and accept that Midori FX
Ltd may share such information on a need to know basis with its Associates(including its holding company), the FSB or any other authority that may
have a legal right to request receipt of such information. Midori FX Ltd shall

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)use your data in accordance with its Protection of Personal Information
Policy. Please be advised that we reserve the right to periodically request
additional and up-to-date documentation and/or information from you, inorder to ensure that our records are up to date. Nevertheless, you remain
responsible at all times to advise Midori FX Ltd, in a timely manner, of allchanges to your personal status and all other information provided to us.

(c)

9.2

9.3

In compliance with our Applicable Regulations, to view our regulated
payment service providers through which a deposit can be made, please click
here.

Currency of Accounts(a)

You will be able to open your trading Account(s) in USD or any currency
that may be offered by Midori FX Ltd.

(b)

Account(s) balances will be calculated and reported to you in the currency inwhich Account(s) are maintained.

Joint Accounts(a)In addition to the conditions listed in Clause 10 in the paragraph entitled“Authority” with regards to joint Account holders, the following additional
conditions apply.

(b)

Where your Account held with Midori FX Ltd is jointly owned by two or
more beneficiaries:(i)

Each joint Account holder will be jointly and severally liable for all
obligations to Midori FX Ltd arising in respect of your joint trading
Account, one paying the other to be absolved.

(ii)

Each of you are separately responsible for complying with theterms of this Agreement.

(iii)

If there is a dispute between you which we know about, we may
insist that both or all of you authorize written instructions to us.

(iv)

If one of you dies, the survivor(s) may continue to operate the
Account and if there is more than one survivor, the provisions of
this clause will continue to apply to the trading Account.

(v)

Where you provide personal and financial information relating toother joint Account holders for the purpose of opening or
administering your Account you confirm that you have theirconsent or are otherwise entitled to provide this information to us
and for us to use it in accordance with this Agreement.

(vi)

Any of you may request closure and the redirection of balances,
unless there are circumstances that require us to obtain
authorization from all of you.

(vii)

Each of you will be given sole access to the funds initiallydeposited by you in your joint trading Account. Should you wish towithdraw these funds from your trading Account, you will be
required to complete and sign a withdrawal form, upon receipt of
the completed and signed withdrawal form you will be granted

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)permission by Midori FX Ltd to withdraw funds up to the amount
you initially deposited, provided that the conditions forwithdrawals stipulated in Clause 10 (Trading Policies andProcedures) are satisfied. Midori FX Ltd will credit the amountwithdrawn in the same bank account from where it was originallydebited.

9.4(viii)In the case of withdrawal of profits, if any of you wish to withdraw
profits from the joint trading Account, you will be required tocomplete and sign a withdrawal form, provided that the conditions
for withdrawals stipulated in Clause 10 (Trading Policies andProcedures) are satisfied. Upon receipt of the completed and signed
withdrawal form you will be granted permission by Midori FX Ltd
to withdraw any profits from the joint trading Account. Midori FX
Ltd will credit the amount of profits withdrawn in the same bankaccount from where it was originally debited.

(ix)

It is required that all joint Account holders read and indicate theiracceptance of this Agreement and all policies appearing on our
website and in case you and/or any of the Account holders wish toterminate this Agreement and close the joint trading Account heldwith Midori FX Ltd, the written consent of all Account holders
must be obtained in accordance with the provisions of Clause 19(Termination without Default) of this Agreement.

Islamic Accounts(a)In the event of a customer who due to its observance of Islamic religious
beliefs cannot receive or pay interest, such customer may elect to designate,in the manner provided by the Company as this may be altered from time totime, their trading account to be a swap-free account not charged with orentitled to, premiums and/or rollovers and/or interest (“Islamic Account”).
The Customer hereby confirms and/or accepts and/or declares that a request
to render their account as an Islamic Account shall only be made due to thesaid Islamic religious beliefs and for no other reason whatsoever. The
Company reserves the right to refuse to accept the request of a customer todesignate their account as an Islamic Account, at its sole and absolute
discretion which shall be conclusive and undisputable by the Customer.

(b)

In the event that the Company suspects that a Customer is abusing the rights
conferred to them by the classification of the account as Islamic Account, theCompany has the right, without prior notice, to proceed with one or more of
the following:(i)

The Company may add commission upon each and every one of
the Transactions executed on the Islamic Account; and/or(ii)

The Company may cancel the special rights and/or conditions
conferred to the Account due to its classification as an Islamic
Account, recall the designation of the Account as an Islamic
Account and render it a normal trading Account; and/or(iii)

The Company may restrict and/or prohibit the Customer fromhedging their positions; and/or(iv)

The Company may, at its sole discretion, close any open positions
and reinstate them at the then real market price. The Customer

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
hereby acknowledges that they shall bear all costs derived from theaforementioned action, including but not limited to, the cost of thechange of the spread.

10.

TRADING POLICIES AND PROCEDURES

10.1

Placing of instructions

10.2

(a)

You may give us instructions in electronic form through the Midori FX Ltd
Online Trading System (MT5), unless we tell you that instructions can only
be given in a particular way.

(b)

In this Agreement “instructions” and “orders” have the same meaning.

Types of Orders Accepted(a)Some of the types of orders Midori FX Ltd accepts include, but are notlimited to:(i)Good till Cancelled (“GTC”)- An order (other than a market
order), that by its terms is effective until filled or cancelled by
Customer. GTC Orders do not automatically cancel at the end of
the business day on which they are placed.

(ii)

Limit- An order (other than a market order) to buy or sell theidentified market at a specified price. A limit order to buy
generally will be executed when the ask price equals or falls below
the bid price that you specify in the limit order. A limit order to sell
generally will be executed when the bid price equals or exceeds theask price that you specify in the limit order.

(iii)

Market- An order to buy or sell the identified market at the current
market price that Midori FX Ltd provides either via the Midori FX
Ltd Online Trading System or over the telephone through one ofthe dealers. An order to buy is executed at the current market ask
price and an order to sell is executed at the current market bid
price.
The Customer acknowledges and accepts that as the order is
executed at market price, the execution price may be different fromthe price indicated when entering the order due to a change inmarket price at the time of execution.

(iv)

Stop Loss- A stop loss order is an instruction to buy or sell amarket at a price which is worse than the opening price of an open
position (or worse than the prevailing price when applying the stop
loss order to an already open position). It can be used to help
protect against losses. The Customer acknowledges and accepts
that because of market gapping, the best available price that may
be achieved could be materially different to the price set on thestop loss order and as such, stop loss orders are not guaranteed totake effect at the price for which they are set.

(v)

Trailing Stop- A trailing stop is the same as a stop loss order withthe only difference being that, instead of setting a price at which
the order is activated, the trailing stop order is activated at a fixed
distance from the market price. For example, if Customer has

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)purchased a long open position and the market ask price increases,
the trailing stop price will also increase and will trail behind themarket ask price at the fixed distance set by Customer. If themarket ask price then decreases, the trailing stop price will remain
fixed at its last position and if the market ask price reaches thetrailing stop price, the order will be executed. The Customer
acknowledges and accepts that because of market gapping, the best
available price that may be achieved could be materially different
to the price set on the trailing stop order and as such, trailing stoporders are not guaranteed to take effect at the fixed distance forwhich they are set.

10.3

(b)

Following submission of an order, it is your sole responsibility to remain
available for order and fill confirmations, and other communications
regarding your Account until all open orders are completed. Thereafter, youmust monitor your Account frequently when you have open positions in the
Account.

(c)Your order shall be valid in accordance with the type and time of the given
order, as specified. If the time of validity or expiration date/time of the order
is not specified, it shall be valid for an indefinite period.

Terms of Acceptance for Orders

It is your sole responsibility to clearly indicate the terms of an order when entered, whether it isa market order, limit order, stop loss order or any other type of order, including therelevant price and lot size. You acknowledge and agree that, despite our best efforts,
the price at which execution occurs may be materially different to the price specified
in your order. This may result from sudden price movements in the underlying assetsthat are beyond our control. Midori FX Ltd shall have no liability whatsoever for any
losses arising in this manner. Midori FX Ltd shall have the right, but not the
obligation, to reject any order in whole or in part prior to execution, or to cancel any
order, where your Account contains margin that is insufficient to support the entire
order or where such order is illegal or otherwise improper.
10.4

Execution Policy
(a)

(b)

10.5

We are required to have an execution policy and to provide our clients withappropriate information in relation to our execution policy. Where you placeorders with us, the execution factors that we consider and their relative
importance is as set out below:(i)Price. The relative importance we attach is “high”.

(ii)

Speed. The relative importance we attach is “high”.

(iii)

Likelihood of execution and settlement. The relative importance
we attach is “high”.

(iv)

Size. The relative importance we attach is “high”.

We are the principal to every order you place with us and therefore we are
the only execution venue.

Authority

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
We shall be entitled to act for you upon instructions given or purporting to be given by you or
any person authorized on your behalf without further enquiry as to the genuineness,
authority or identity of the person giving or purporting to give such instructions
provided such instruction is accompanied by your correct Account number andpassword. If your Account is a joint account, you agree that we are authorized to act
on the instructions of any one person in whose name the Account is held, without
further inquiry. We shall have no responsibility for further inquiry into such apparent
authority and no liability whatsoever for the consequences of any actions taken or
failed to be taken by us in reliance on any such instructions or on the apparent
authority of any such persons.

10.6

Cancellation/withdrawal of instructions

Non-market orders may be cancelled via the Midori FX Ltd Online Trading System but we canonly cancel your instructions if you explicitly request so, provided that we have notacted up to the time of your request upon those instructions. Executed instructions
may only be withdrawn or amended by you with our consent. Midori FX Ltd shallhave no liability whatsoever for any claims, losses, damages, costs or expenses,
including legal fees, arising directly or indirectly out of the failure of such order to becancelled.
10.7

Right not to accept orders

We may, but shall not be obliged to, accept instructions to enter into a Transaction. If we decline
to enter into a proposed Transaction, we shall not be obliged to give a reason but weshall promptly notify you accordingly.
10.8

Control of orders prior to execution
(a)

10.9

We have the right (but not the obligation) to set limits and/or parameters tocontrol your ability to place orders at our absolute discretion. Such limits
and/or parameters may be amended, increased, decreased, removed or added
to by us at our sole and absolute discretion and may include (without
limitation):(i)controls over maximum order amounts and maximum order sizes;(ii)

controls over our total exposure to you;(iii)

controls over prices at which orders may be submitted (to include(without limitation) controls over orders which are at a price which
differs greatly from the market price at the time the order issubmitted to the order book);(iv)

controls over the Electronic Services (including (without
limitation) any verification procedures to ensure that any particularorder or orders has come from you); and/or(v)

any other limits, parameters or controls which we may be required
to implement in accordance with Applicable Regulations.

Trade Adjustments(a)Customers must be aware that FX Contracts carry a high degree of risk. The
amount of initial margin may be small relative to the value of the foreign
currency so that transactions are ‘leveraged’ or ‘geared’. A relatively small
market movement may have a proportionately larger impact on the funds that

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)the Customer has deposited or will have to deposit. This may work against as
well as for the customer.

(b)

10.10

10.11

The Customer agrees that Midori FX Ltd may in its sole and absolute
discretion widen its variable spreads, adjust leverage, change its rollover
rates and/or increase the margin requirements without notice under certain
market conditions including, but not limited to, when the Midori FX Ltd
Trading Desk is closed, around fundamental announcements, as a result ofchanges in credit markets, at times of extreme market volatility and/or when
Midori FX Ltd deems that such exposure is risky and that it is not possible
for Midori FX Ltd to mitigate its risks. The Customer agrees that Midori FX
Ltd shall have no liability whatsoever for any claims, losses, damages, costs
or expenses, including legal fees, arising directly or indirectly out of any
such action on the part of Midori FX Ltd .

Execution of orders(a)

We shall make all reasonable endeavors to execute any order you place,taking into consideration the relevant market conditions and our internal risk
management policies. By accepting your orders we do not warrant that it will
be possible to execute them, or that execution will be possible according to
your instructions. Execution of an order may take up to 8 seconds. Please
note that execution price may be different than the price indicating whenentering the order should a change in the market price occur during theexecution of the order.

(b)

Midori FX Ltd uses two types of execution, namely instant and market,
depending on the platform chosen by the client. For more information pleasecontact Customer Support.

Negative Balance Protection

CFDs, which are leveraged products, incur a high level of risk and can result in the loss of all of
the client’s invested capital. However, it should be noted that Midori FX Ltd operates
on a ‘negative balance protection’ basis which means that the client cannot lose morethan his/ her overall invested capital (deposit).
10.12

Confirmations(a)

At the end of each trading day, confirmations for all Transactions that wehave executed on your behalf on that trading day will be available via youronline Account on our website in the Open Positions window. in the dealing
console, which is updated online as each Transaction is executed.
Confirmation of execution and statements of your Account(s), in the absenceof manifest error, shall be deemed correct, conclusive and binding upon you
if not objected to immediately by email if orders were placed through Midori
FX Ltd Online Trading System or within five Business Days of making suchconfirmations available to you via our website if the orders were placed by
telephone through the Midori FX Ltd Trading Desk, provided that we may
notify you of an error in confirmation whenever such errors occur.

(b)

In cases where the prevailing market represents prices different from theprices posted by Midori FX Ltd., Midori FX Ltd will endeavor in good faith
to execute market orders on or close to the prevailing market prices. Thismay or may not adversely affect customer’s realized and unrealized gains

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)and losses. Midori FX Ltd shall have no liability whatsoever for any claims,
losses, damages, costs or expenses, including legal fees, arising directly or
indirectly as a result of prices posted by Midori FX Ltd differing from theprices represented by the prevailing market.

10.13

Improper or Abusive Trading(a)

Midori FX Ltd objective is to provide the most efficient trading liquidity
available in the form of streaming, tradable prices for most of the financial
instruments we offer on the Midori FX Ltd Online Trading Platform. As aresult of the highly automated nature of the delivery of these streaming,
tradable prices, you acknowledge and accept that price misquotations arelikely to occur from time to time.

(b)

Should you execute trading strategies with the objective of exploiting such
misquotation(s) or act in bad faith (commonly known as ‘sniping’), Midori
FX Ltd shall consider this as unacceptable behavior. Should Midori FX Ltd
determine, in its sole and absolute discretion and in good faith, that you or
any representative of yours trading on your behalf is taking advantage,
benefitting, attempting to take advantage of or benefit from such
misquotation(s) or that you are committing any other improper or abusive
trading act such as:(i)fraud/illegal actions that led to the Transaction;(ii)

orders placed based on manipulated prices as a result of systemerrors or system malfunctions;(iii)

arbitrage trading on prices offered by our platforms as a result ofsystems errors; and/or(iv)

coordinated transactions by related parties in order to takeadvantage of systems errors and delays on systems updates; and(v)

entering into transactions or combinations of transactions(voluntarily and/or involuntarily) such as holding long and shortpositions in the same or similar instruments at similar times either
by you or by you acting in concert with others, possibly connectedaccounts, including (but not limited to) between accounts held withdifferent entities within Midori FX Ltd , which taken together orseparately are for the purpose of manipulating the trading platform
for gain,then Midori FX Ltd will have the right to:(c)adjust the price spreads available to you; and/or(d)restrict your access to streaming, instantly tradable quotes, including
providing manual quotation only; and/or(e)obtain from your Account any historic trading profits that you have gained
through such abuse of liquidity as determined by us at any time during our
trading relationship; and/or(f)

reject any order or cancel any trade, profits; and/or(g)

immediately terminate our trading relationship,

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)

without prejudice to any other rights Midori FX Ltd may have in law.
10.14

10.15

Prohibited Trading(a)No employee and/or former employee who currently works or used to workon a full time or part time basis for Midori FX Ltd or any of its Associates
may, during the term of the employee’s and/or former employee’s service toMidori FX Ltd or any of its Associates and after termination of service
become a client of any brand of Midori FX Ltd(either directly or indirectly,
alone or with partners, associates, affiliates or any other third party) without
Midori FX Ltd ’s prior written approval. Should Midori FX Ltd determinethat the employee and/or former employee is trading with any brand ofMidori FX Ltd without Midori FX Ltd ’s prior written approval personally
and/or via a third party we shall consider all the trading to be abusive and/or
improper trading. In such circumstances the employee and/or former
employee’s Account(s) and all open positions shall be closed immediately
and any funds held within the Account shall be forfeited to Midori FX Ltd .

(b)

No Associate of Midori FX Ltd shall, during the period of the agreement
between the Associate and Midori FX Ltd and after termination of suchagreement, become a client of any brand of Midori FX Ltd(either directly or
indirectly, alone or with partners, associates, affiliates or any other third
party) without Midori FX Ltd ’s prior written approval. Should Midori FX
Ltd determine that the associate/former business associate is trading with any
brand of Midori FX Ltd without Midori FX Ltd ’s prior written approval
personally and/or via a third party we shall consider all the trading to beabusive and/or improper trading. In such circumstances the relevant
Associate’s Account(s) and all open positions shall be closed immediately
and any funds held within the account shall be forfeited to Midori FX Ltd .

(c)

When trading through Midori FX Ltd's online trading system (MT5), youmust not engage in the following activities: registering or trading using false
contact information or third-party contact information; making repeateddeposits, trades, and withdrawals at the same timing among third parties;
engaging in hedging transactions (including bonuses) between multiple
accounts within our company; conducting hedging transactions (including
bonuses) with funds placed with multiple brokers; and conducting
transactions deemed to exploit loopholes in the provided services or systems.
The determination of prohibited activities is at our discretion, and we are notobligated to explain the reasons or basis to you. If prohibited activities are
confirmed, we may take measures such as suspension of service, accountdeletion, freezing of rewards, and suspension of withdrawals,
unconditionally.

(d)Midori FX Ltd may, at its election, recover damages in lieu of the penalties
stipulated in this clause.

Disabling and Cancelling Deposits(a)

We have the right not to accept funds deposited by you and/or to cancel yourdeposits in the following circumstances:(i)

if you fail to provide Midori FX Ltd with any documents itrequests from you either for client identification purposes or for
any other reason;

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(ii)

(b)

10.16

Client Agreement (Terms & Conditions)if Midori FX Ltd suspects or has concerns that the submitted
documents may be false or fake;(iii)

if Midori FX Ltd suspects you are involved in illegal or fraudulent
activity;(iv)

if Midori FX Ltd is informed that your credit or debit card (or any
other payment method used) has been lost or stolen;(v)where Midori FX Ltd considers that there is a chargeback risk;
and/or(vi)

when you deposit R25,000 or more or you if make over 10 separate
deposits to your Account(s) and/or Midori FX Ltd is unable toverify your credit or debit card details or is unable to verify anyother payment method used.

In case of cancelled deposits, and if there is not a confiscation of your funds
by a supervisory authority on the grounds of money laundering suspicion or
for any other legal infringement, your funds will be returned to the bankaccount from which they were initially received.

Performance and settlement

You will promptly deliver any instructions, money, or documents deliverable by you under aTransaction in accordance with that Transaction as modified by any instructions given
by us.
10.17

Position limits

We may limit the number of open positions which you may have with us at any time and we
may in our sole discretion close out any one or more Transactions in order to ensurethat such position limits are maintained.
10.18

Trailing Stop functionality in case that MT5 terminal is closed

The Customer acknowledges and agrees that in the event that the MetaTrader 5 client terminal isclosed, trailing stop will not work. This happens as the trailing stop works on theclient terminal side and in this respect, if the client terminal is closed, only the stop
loss that was placed by trailing stop before the closing of the terminal can trigger.
10.19

Withdrawals(a)Without prejudice and subject to the terms of this Agreement, all Applicable
Regulations and all conditions attaching to any relevant payments made to
you under a bonus or rebate scheme operated by us, funds may be withdrawn
by you from your Account provided that such funds are not being utilized for
margin purposes or have otherwise become owing to us. Once yourwithdrawal request is approved, your withdrawal request will be processedby us and sent for execution to the same bank, credit card provider or othersource from which the funds were debited or as we, in our sole and absolute
discretion determine, as soon as possible. Withdrawals will only be made at asource in your name. Note that some banks and credit card companies may
take time to process payments especially in currencies where acorrespondent bank is involved in the transaction.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(b)

10.20

Client Agreement (Terms & Conditions)
Please note that a client's failure to complete the Company's due diligenceprocedure to the Company's satisfaction may affect the client's ability towithdraw his funds.

(c)

If you have a joint trading Account, payments from your Account will
require a withdrawal request form which must be completed by all required
Account holders and which must be submitted to us. Please refer to Clause 9(Customer Accounts and Initial Deposits), under “Joint Accounts” foradditional information.

(d)

If you request a withdrawal of monies from your Account and we cannot
comply with it without closing some part of your open positions, we will notcomply with the request until you have closed sufficient positions to allow
you to make the withdrawal. In order to process your withdrawal request
please ensure that the funds, namely the realised balance, remaining on youraccount following your withdrawal is at least twice of your used margin. If
you have not met the necessary bonus trading requirements at the time you
make a withdrawal request the bonus will be debited from your trading
account.

(e)Please see Clause 11 (Bonus and Award Policy) for more information.

Corporate Action’s Account Adjustment Policy(a)Stock splits, reverse stock splits, stock dividends and other stock related
events (“Corporate Action”) can have an impact on the share price and thus
on the price of their CFDs. A Client who performs a CFD Transaction has noownership of the underlying instrument. However, in the event of a
Corporate Action which has an effect on the underlying asset of a CFD, theCompany shall make the relevant adjustments in the Account to reflect theeconomic effect of the Corporate Action on the price of the CFD. This canbe done through a cash adjustment and/or a position adjustment in the
Account before or after the ex-date (“Effective Date”).

(b)

In the case of a Corporate Action, and in an effort to maintain the same
economic value of the relevant Transaction, the Company shall proceed with,among others, one or more of the following:(i)freeze the financial instrument the underlying asset of which is
subjected to the split or reverse split, so as not be subjected to any
trading until the relevant adjustments are made in the Account;and/or(ii)

freeze the Account until the relevant adjustments are performed;
and/or(iii)

set the financial instrument the underlying asset of which is
subjected to the split or reverse split on a close-only mode, inwhich case no new positions shall be opened; and/or(iv)

make the relevant adjustments in the Account to restore the
Account’s Transactions in other financial instruments which were(post the Effective Date) or will be (prior to the Effective Date)affected by the Split. Such adjustments can be executed at thethen-current market prices which may be different than the prices
at which the original Transaction was executed.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(c)

(d)

Client Agreement (Terms & Conditions)
The abovementioned measurements shall get executed selectively or on
several Accounts, pre or post the Effective Date, in timely fashion in aneffort to disturb the activity in the Accounts to the minimum. The following
are non-binding and non-exhaustive scenarios and examples made toillustrate the above-mentioned:(i)

In the case of a client holding a long position of a financial
instrument the underlying asset of which encountered a split, theCompany may proceed with a positive adjustment to the Account.
In case of a reverse split, a client holding a long position shall facea negative adjustment to the Account.

(ii)

In case of a client holding a short position and the financial
instrument the underlying asset of which encountered a split, theCompany may proceed with a negative adjustment to the Account.
In case of a reverse split, a client holding a short position shall facea positive adjustment to his account.

(iii)

When the client holds either a long or short position and thefinancial instrument the underlying asset of which encountered asplit or reverse split, the Company may proceed with a position
adjustment in order to make the necessary adjustment to the priceof the financial instrument to reflect the split or reverse split
economic effect on the Account. In this case, the Company may
close-out the position in the Account and reinstate the position
under a new instrument with the adjusted price to reflect the effectof the split or reverse split.

For example (Exhibit 1):

Exhibit 1
APPLE 1:7 Stock Split date on the 6th June
Ex-date: 9th June
Cash adjustments (positive or negative) for clients holding position until the closing oftrading on the 6th of June 2014:
The adjustment will be calculated as follows: closing price on 06th June - (closing price on
06th June * adjustment factor)
e.g. : closing price on 6th June = 606.97
adjustment factor = 0.1428571 (1/7)
606.97-(606.97*0.1428571) = 606.97 – 86.7099 = 520.26 USD
Then multiplied by lots and contract size: 520.26*contract size*lots.
Client X holds LONG position of 0.1 lots of APPLE CFD. He will receive a positive
adjustment of 520.26*100*0.1 = 5202.60 USD
Client Y holds SHORT position of 0.2 lots of APPLE CFD. He will receive a negative
adjustment of 520.26*100*0.2= 10405.20USD

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)

Position adjustments:
All open positions held at the close of business on June 6, 2014 will be closed and new positions will
be reopened under a new instrument APPLEINC at the split-adjusted price.
Client X holds LONG or SHORT position of 0.01 lots of APPLE CFD at 603.59. The position will beclosed at the opening price 603.59.
A new position will be opened as follows: 0.01*7 at 603.59/7.
So the equity of the client will not be affected and the P&L will remain as it was before.
The new position will be 0.07 lots of APPLEINC at 86.2271.

(e)

10.21

In the case of a dividends distribution, the Company also has the right toproceed with a positive or negative adjustment done pre or post theex-dividend date either before or after the opening of trade.

The following are non-binding and non-exhaustive scenarios and examples made toillustrate the above-mentioned:(a)

In the case of a client holding a long position, the Company shall make apositive adjustment to reflect the economic effect the dividend shall have on
the Account whereas in case of a client holding a short position the Company
shall make a negative adjustment to reflect the economic effect the dividend
shall have on the Account (Exhibit 2):

Exhibit 2
APPLE dividend: 3.29USD per share
Ex-date: 8th May
Clients holding a long CFD position will receive a positive adjustment and clients holding a short
CFD position will receive a negative adjustment. Adjustments will be calculated as follows:
Lots x contract size x dividend
Contract size = 100
Client X holds LONG position of 0.3 lots of APPLE CFD. The client will receive a positive
adjustment of 0.3*100*3.29 = 98.7USD
Client Y holds SHORT position of 0.2 lots of APPLE CFD. The client will receive a negative
adjustment of 0.2*100*3.29 = 65.8USD(b)

The Client hereby acknowledges and confirms that they shall keep
themselves informed and up-to-date with announcements on stock dividends
distribution. The Company shall have no liability whatsoever for any claims,
losses, damages, costs or expenses, including legal fees, arising directly or
indirectly from any Corporate Action that may affect a Client’s accountand/or position.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(c)

10.22

10.23

Client Agreement (Terms & Conditions)
Any activity in the Account is void until the relevant adjustment
contemplated in this clause has been made by the Company. Therefore,
Transactions and withdrawals shall be executed from an adjusted Accountonly, which reflect the correct balance of the economic effect the Corporate
Action had on the price of the CFD.

MT5 Trading Account Archiving(a)

If we do not record any activity in your MT5 Trading Account during acontinuous period of three (3) months and you have a zero account balance,
your MT5 Trading Account and all its history will be archived on our trade
server.

(b)

If you wish to keep using your MT5 Trading Account or restore it in the
future, please contact us at [support@midorifx.com].

Inactive and Dormant Account(a)

The Customer acknowledges and confirms that any Account(s) where theCustomer has:(i)

not placed a trade;(ii)

opened or closed positions; and/or(iii)

made a deposit,

for a period of 90 days and more, shall be classified by Midori FX Ltd as an Inactive
Account (“Inactive Account”).
(b)

The Customer acknowledges and confirms that any Account(s) where theCustomer has and continues to:(i)place a trade;(ii)

open or close positions; and/or(iii)

made a deposit,

shall be classified by Midori FX Ltd as an Active Account ("Active
Account")(c)

The Customer further agrees that any Inactive Accounts, holding zerobalance/equity, shall be turned to Dormant Accounts ("Dormant Account").
For re-activation of Dormant Accounts, the Customer must contact theCustomer Support Department at support@midorifx.com and inform them of
the Customer's wish to reactivate the Dormant Account. The Customer's
Dormant Account will then be reactivated (subject to, if required, up-to-date
Know Your Customer documentation being provided to Midori FX Ltd by
the Customer) and become an Active Account. However where the Customer
has not done the following with the Active Account:(i)placed a trade;

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(ii)Client Agreement (Terms & Conditions)
opened or closed positions; and/or(a)made a deposit,

for a period of 90 days and more, then this account it will once again become a
Dormant Account.
Please also refer to the Bonus and Award Policy for further implications on
Inactive Accounts.

(d)

11.

BONUS AND AWARD POLICY

For more information regarding the terms of the Company's Bonus and Awards, please
visit the Terms and Conditions for Bonus and Awards page.
12.
12.1

ELECTRONIC TRADING TERMS

Scope
These clauses apply to your use of any Electronic Services.

12.2

Access and Trading Hours
Once you have gone through the security procedures associated with an ElectronicService provided by us, you will get access to such service, unless agreed otherwise orstated on our website. All references to Midori FX Ltd hours of trading are inGreenwich Mean Time (“GMT”) using 24-hour format. Our Electronic Services will
normally be available continuously from 21:00 GMT Sunday until 21:00 GMT Friday(winter time), every week, excluding public holidays where the Forex market does notoperate and in cases where the market is closed due to illiquidity in the financial
instruments. Please consult our website for more details on operating times for eachfinancial instrument. We reserve the right to suspend or modify the operating hours inour sole and absolute discretion and in such event our website, or relevant linked
websites, will be updated without delay in order to inform you accordingly. We may
change our security procedures at any time and we will inform you of any newprocedures that apply to you as soon as possible.

12.3

One-Click Trading
To use one-click trading, you must go to the “Settings” menu and choose “View andEdit”. You should check the “One-Click Trading” box. To enter an online order with
one-click trading, you must access the Markets window and enter the price and lot
size. The order is filled shortly after you click the BUY/SELL button provided you
have sufficient funds in your Account. Orders may fail for several reasons includingchanging dealer prices, insufficient margin, unspecified lot size or unanticipatedtechnical difficulties. The Company shall have no liability whatsoever for any claims,
losses, damages, costs or expenses, including legal fees, arising directly or indirectlyfrom any such order failure. One-Click Trading can also be used when closing
positions.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
12.4

Restrictions on services provided
There may be restrictions on the number of Transactions that you can enter into on any
one day and also in terms of the total value of those Transactions when using an
Electronic Service. Please refer to our website for details of the limits imposed uponTransactions carried out through our Electronic Services.

12.5

Risk classification
The Customer acknowledges and accepts that the Company applies a risk mitigationand management approach according to which certain settings may apply and certain
features may not be available on the Customer's Account depending on several factors,
including but not limited to, the platform used, the trading profile of the Customer andmarket conditions.

12.6

Access requirements
You will be responsible for providing the System to enable you to use an ElectronicService.

12.7

Virus detection
You will be responsible for the installation and proper use of any virus
detection/scanning program we require from time to time.

12.8

Use of information, data and software
In the event that you receive any data, information or software via an ElectronicService other than that which you are entitled to receive pursuant to this Agreement,
you must immediately notify us and you may not use, in any way whatsoever, suchdata, information or software.

12.9

Maintaining standards(a)When using an Electronic Service you must:(i)ensure that the System is maintained in good order and is suitablefor use with such Electronic Service;(ii)

run such tests and provide such information to us as we shallreasonably consider necessary to establish that the System satisfies
the requirements notified by us to you from time to time;(iii)

carry out virus checks on a regular basis;(iv)

inform us immediately of any unauthorized access to an ElectronicService or any unauthorized Transaction or instruction which you
know of or suspect and, if within your control, cause such
unauthorized use to cease; andMidori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(v)

12.10

Client Agreement (Terms & Conditions)
not at any time leave the terminal from which you have accessedsuch Electronic Service or let anyone else use the terminal until
you have logged off such Electronic Service.

System defects
In the event you become aware of a material defect, malfunction or virus in the
System or in an Electronic Service, you will immediately notify us of such defect,
malfunction or virus and cease all use of such Electronic Service until you havereceived permission from us to resume use.

12.11Intellectual Property
All rights in patents, copyrights, design rights, trade marks and any other intellectual
property rights (whether registered or unregistered) relating to the Electronic Services
remain vested in us or our licensors. You will not copy, interfere with, tamper with,alter, amend or modify the Electronic Services or any part or parts thereof unlessexpressly permitted by us in writing, reverse compile or disassemble the ElectronicServices, nor purport to do any of the same or permit any of the same to be done,
except in so far as such acts are expressly permitted by law. Any copies of theElectronic Services made in accordance with law are subject to the terms andconditions of this Agreement. You shall ensure that all the licensors trademarks andcopyright and restricted rights notices are reproduced on these copies. You shallmaintain an up-to-date written record of the number of copies of the ElectronicServices made by you. If we so request, you shall as soon as reasonably practical,
provide to us a statement of the number and whereabouts of copies of the ElectronicServices.

12.12

Liability and Indemnity
Without prejudice to any other terms of this Agreement, relating to the limitation of
liability and provision of indemnities, the following clauses shall apply to ourElectronic Services.

12.13

System Errors

12.14

We shall have no liability to you whatsoever for damage which you may suffer as aresult of transmission errors, technical faults, malfunctions, illegal intervention in
network equipment, network overloads, malicious blocking of access by third parties,
internet malfunctions, interruptions or other deficiencies on the part of internet service
providers. You acknowledge that access to Electronic Services may be limited or
unavailable due to such system errors, and that we reserve the right upon notice tosuspend access to Electronic Services for this reason.

12.15

Delays(a)

Neither we nor any third party software provider will incur any liability
whatsoever for any claims, losses, damages, costs or expenses, including
legal fees, in respect of any delays, inaccuracies, errors or omissions in any
data provided to you in connection with an Electronic Service.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(b)

(c)

12.16

Client Agreement (Terms & Conditions)
We will not incur any liability whatsoever for any claims, losses, damages,
costs or expenses, including legal fees in respect of any delays, inaccuracies
or errors in prices quoted to you if these delays, inaccuracies or errors arecaused by third party service providers with which we may collaborate.

We shall not be obliged to execute any instruction which has been identified
that is based on errors caused by delays of the system to update prices
provided by the system price feeder or the third party service providers. We
do not accept any liability whatsoever for any claims, losses, damages, costs
or expenses, including legal fees arising in respect of executed trades thathave been based on and have been the result of delays as described above.

Viruses from an Electronic Service
We shall have no liability to you whatsoever for any claims, losses, damages, costs or
expenses, including legal fees arising directly or indirectly from any viruses, worms,
software bombs or similar items being introduced into the System via an ElectronicService or any software provided by us to you in order to enable you to use theElectronic Service, provided that we have taken reasonable steps to prevent any such
introduction.

12.17

Viruses from your System
You will ensure that no computer viruses, worms, software bombs or similar items are
introduced into our computer system or network and will indemnify us on demand forany loss that we suffer arising as a result of any such introduction.

12.18

Unauthorized use
We shall not be liable for any loss, liability or cost whatsoever arising from any
unauthorized use of the Electronic Service. You shall on demand indemnify, protect
and hold us harmless from and against all losses, liabilities, judgements, lawsuits,
actions, proceedings, claims, damages and costs resulting from or arising out of any
act or omission by any person using an Electronic Service by using your designatedpasswords, whether you authorized such use.

12.19

Markets
We shall not be liable for any act taken by or on the instruction of an exchange,
clearing house or regulatory body.

12.20

Suspension or permanent withdrawal with notice
We may suspend or permanently withdraw an Electronic Service without having toprovide reasons for the suspension or withdrawal, by giving you 24 hours written
notice.

12.21

Immediate suspension or permanent withdrawal
We have the right, unilaterally and with immediate effect, to suspend or withdraw
permanently your ability to use any Electronic Service, or any part thereof, without
notice, where we consider it necessary or advisable to do so, for example due to yourMidori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)non-compliance with the Applicable Regulations, breach of any provisions of thisAgreement, or the occurrence of an Event of Default, network problems, failure of
power supply, for maintenance, or to protect you when there has been a breach of
security. In addition, the use of an Electronic Service may be terminated automatically,
upon the termination (for whatever reason) of:

12.22

(a)

any license granted to us which relates to the Electronic Service; or(b)this Agreement.

Effects of termination
In the event of a termination of the use of an Electronic Service for any reason, uponrequest by us, you shall, at our option, return to us or destroy all hardware, softwareand documentation we have provided you in connection with such Electronic Service
and any copies thereof.
13.

CLIENT MONEY

We treat money received from you or held by us on your behalf in accordance with theglobal standard requirement.
13.1

Interest
You, the Client, acknowledge and confirm that no interest will be received on thebalance of your Account.

13.2

Overseas banks, intermediate broker, settlement agent or OTC counterparty
We will endeavor to hold client money on your behalf within authorized credit
institutions in the Marshall Islands, however we may also hold your money outside ofMarshall Islands. The funds will be kept in bank accounts denominated as clients’funds and clearly segregated from the Company’s own funds. Funds deposited may be
kept in one or more omnibus accounts with any authorized credit institution used toaccept funds which the Company will specify from time to time and will be held in the
Company’s name. The legal and regulatory regime applying to any such bank or
person will be different from the legal and regulatory regime in Marshall Islands andin the event of the insolvency or any other analogous proceedings in relation to thatbank or person, your money may be treated differently from the treatment which
would apply if the money was held with a bank in an account in Marshall Islands. We
will not be liable for any claims, losses, damages, costs or expenses, including legal
fees, arising from the insolvency, acts or omissions of any third party referred to in thisclause.

13.3

Due care, skill and diligence
We deposit financial instruments held on behalf of our clients in an account and/or
accounts opened with a third party, provided that we have exercised reasonable care,skill and diligence in the selection, appointment and periodic review of the third party
and of the arrangements for the holding and safekeeping of financial instruments. With
regards to the deposit of clients’ funds, in the event we do not deposit clients’ funds

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)with a central bank, we exercise reasonable care, skill and diligence in the selection,
appointment and periodic review of the credit institution, bank or money market fundwhere the funds are placed and the arrangement for the holding of those funds. It isnoted that we take into account the expertise and reputation of the third party as wellas the legal requirements or market practices related to the holding of those financial
instruments that could adversely affect clients’ rights.

13.4

Denomination of Clients’ Funds Accounts and Segregation from Midori FX Ltd’s
own funds
We shall take all necessary measures in order to ensure that any clients’ financial
instruments deposited with a third party are identifiable separately from the financial
instruments belonging to the Company and from financial instruments belonging tothat third party, by means of differently titled accounts in the books of the third partyor other equivalent measures that achieve the same level of protection.

13.5

Diversification of risks
We shall ensure, where deemed necessary, the diversification of the clients’ financial
instruments and funds, for example the maintenance of accounts with several third
parties.

13.6

13.7

Omnibus Account Risk(a)

The Company may hold clients funds in omnibus accounts within third party
financial and credit institutions. In this respect, the client is warned that there
is a risk of loss emanating from the use of omnibus accounts in financial orcredit institutions. In such case it may not be possible to distinguish if theparticular Client funds are held by a certain financial or credit institution.
Omnibus accounts may also hold other types of risks including legal,liquidation risk, haircut risk, third party risk etc.

(b)

In the event of insolvency or any other analogous proceedings in relation to afinancial or credit institution where clients funds are held, the Company (onbehalf of the client) and/or the Client may only have an unsecured claim
against the financial or credit institution, and the Client will be exposed to
the risk that the money received by the Company from the financial or credit
institution, is insufficient to satisfy the claims of the Client with claims in
respect of the Account. The Company will not be liable for any claims,
losses, damages, costs or expenses whatsoever, including legal fees, arisingin these circumstances, so in the unlikely event of default the proportionate
loss shall affect all of the Company's clients’ monies held in omnibus
accounts with the financial or credit institution. To mitigate this risk the
Clients funds are being held by a few reputable financial or credit institutions
and constant exposure monitoring is taking place.

Liability and Indemnity(a)

You agree that we shall not be liable for any default of any counterparty,
bank, custodian or other entity which holds money on your behalf or with or
through whom transactions are conducted.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)

Midori FX Ltd will not be liable for any claims, losses, damages, costs or
expenses whatsoever, including legal fees, suffered by you in connection to
your funds held by us, unless such loss directly arises from our grossnegligence, willful default or fraud.

(b)

14.
14.1

MARGINING ARRANGEMENTS

Contingent liability
Where we effect or arrange a Transaction, you should note that, depending upon thenature of the Transaction, you may be liable to make further payments when theTransaction fails to be completed or upon the earlier settlement or closing out of yourposition. You may be required to make further variable payments by way of margin
against the purchase price of the investment, instead of paying (or receiving) thewhole purchase (or sale) price immediately. The movement in the market price of yourinvestment will affect the amount of margin payment you will be required to make.
We will monitor your margin requirements on a daily basis and we will inform you assoon as it is reasonably practicable of the amount of any margin payment required
under this clause.

14.2

Margin call
You agree to pay us on demand such sums by way of margin as are required from time
to time as we may in our discretion reasonably require for the purpose of protecting
ourselves against loss or risk of loss on present, future or contemplated Transactions
under this Agreement.

14.3

Failure to meet margin call
Please note that in the event that you fail to meet a margin call, we may immediately
close out the position.

14.4

Form of margin
Margin must be paid in cash in currency acceptable by us, as requested from time totime by Midori FX Ltd . Cash margin paid to us is held as client money in accordancewith the requirements of Clause Error! Reference source not found. (Client Money)
above. Margin deposits shall be made by an Electronic Funds Transfer (EFT) or bysuch other means as Midori FX Ltd may direct.

14.5

Set-off on default
If there is an Event of Default or this Agreement terminates, we shall set-off thebalance of cash margin owed by us to you against your obligations (as reasonably
valued by us). The net amount, if any, payable between us following such set-off, shallconsider the Liquidation Amount payable under Clause 17 (Netting).

14.6

Obligation to provide security

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
You agree to execute such further documents and to take such further steps as we may
reasonably require perfecting our security interest over and obtain legal title to the
Secured Obligations.
14.7

Negative pledge
You undertake neither to create nor to have outstanding any security interest
whatsoever over, nor to agree to assign or transfer, any of the cash margin transferred
to us, except a lien routinely imposed on all securities in a clearing system in whichsuch securities may be held.

14.8

General lien
In addition, and without prejudice to any rights to which we may be entitled under thisAgreement or any Applicable Regulations, we shall have a general lien on all cash
held by us or our Associates or our nominees on your behalf until the satisfaction of
the Secured Obligations.
15.

15.1

REPRESENTATIONS, WARRANTIES AND COVENANTS

You represent and warrant to us on the date this Agreement comes into effect and as ofthe date of each Transaction that:(a)

if you are a natural person, you are of legal age and you have full legal
capacity to enter into this Agreement.

(b)

if you are not a natural person:

(c)

(i)

you are duly organized, constituted and validly existing under theapplicable laws of the jurisdiction in which you are constituted;(ii)

execution and delivery of this Agreement, all Transactions and theperformance of all obligations contemplated under this Agreement
have been duly authorized by you; and(iii)

each natural person executing and delivering this Agreement on
your behalf, entering Transactions and the performance of all
obligations contemplated under this Agreement have been duly
authorized by you and have been disclosed to us providing all thenecessary information and/or documentation.

(iv)

you have all necessary authority, powers, consents, licenses andauthorizations and have taken all necessary action to enable you
lawfully to enter into and perform this Agreement and eachTransaction and to grant the security interests and powers referred
to in this Agreement;

the persons entering into this Agreement and each Transaction on yourbehalf have been duly authorized to do so and have been and will be
disclosed to us giving details of the relationship with you by providing allnecessary information and/or documentation;

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(d)

15.2

Client Agreement (Terms & Conditions)this Agreement, each Transaction and the obligations created under themboth are binding upon you and enforceable against you in accordance with
their terms (subject to applicable principles of equity) and do not and will not
violate the terms of any regulation, order, charge or agreement by which you
are bound;(e)no Event of Default or any event which may become (with the passage oftime, the giving of notice, the making of any determination or any
combination of the above) an Event of Default (a “Potential Event of
Default”) has occurred and is continuing with respect to you or any Credit
Support Provider;(f)you act as principal and sole beneficial owner (but not as trustee) in entering
into this Agreement and each Transaction and in case you wish to open,
either in the present time or in the future, more than one account with Midori
FX Ltd whether as an individual client (natural person) or as the beneficial
owner of a corporate client (legal person) will immediately disclose to us
that you are the beneficial owner of the account(s) during the accountopening procedure and will provide us with the necessary information and/or
documentation regarding the relationship between the natural and/or legal
person(s);(g)

any information which you provide or have provided to us in respect of yourfinancial position, domicile or other matters is accurate and not misleading in
any material respect;(h)you are willing and financially able to sustain a total loss of funds resulting
from Transactions and trading in such Transactions is a suitable investment
for you; and(i)except as otherwise agreed by us, you are the sole beneficial owner of all
margin you transfer under this Agreement, free and clear of any security
interest whatsoever other than a lien routinely imposed on all securities in aclearing system in which such securities may be held.

Covenants(a)

You undertake that:(i)you will at all times obtain and comply, and do all that is necessary
to maintain in full force and effect, all authority, powers, consents,
licenses and authorizations referred to in this clause;(ii)

you will promptly notify us of the occurrence of any Event of
Default or Potential Event of Default with respect to yourself or
any Credit Support Provider;(iii)

you will use all reasonable steps to comply with all Applicable
Regulations in relation to this Agreement and any Transaction, so
far as they are applicable to you or us;(iv)

you will not send orders or otherwise take any action that could
create a false impression of the demand or value for a financial
instrument;

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
you will not send orders which we have reason to believe are inbreach of Applicable Regulations;

(v)

(vi)

you will not take advantage of the account(s) you may maintainwith Midori FX Ltd by acting in a manner which could beconsidered as abusive, evidenced for example by an intention tobenefit from delays in the prices, to trade at off-market prices
and/or outside trading hours and to abuse the system for trading at
manipulated prices;(vii)

upon demand, you will provide us with such information as we
may reasonably require to evidence the matters referred to in thisclause or to comply with any Applicable Regulations; and(viii)

you will not use Midori FX Ltd ’s services, systems and/or
facilities for abusive purposes aiming to defraud Midori FX Ltd
and/or any authorities with jurisdiction and you agree to comply
with Midori FX Ltd ’s instructions should such behavior be
identified or suspected by Midori FX Ltd .

16.

16.1

EVENTS OF DEFAULT

The following shall constitute Events of Default:(a)you fail to make any payment when due under this Agreement or to observeor perform any other provision of this Agreement and such failure continues
for one Business Day after notice of non-performance has been given by us
to you;(b)

you commence a voluntary case or other procedure seeking or proposing
liquidation, reorganization, an arrangement or composition, business rescue,a freeze or moratorium, or other similar relief with respect to you or yourdebts under any bankruptcy, insolvency, regulatory, supervisory or similarlaw (including any corporate or other law with potential application to you, if
insolvent), or seeking the appointment of a trustee, receiver, liquidator,
conservator, administrator, custodian or other similar official (each a “
Custodian”) of you or any substantial part of your assets, or if you take any
corporate action to authorize any of the foregoing, and in the case of areorganization, arrangement or composition, we do not consent to the
proposals;(c)an involuntary case or other procedure is commenced against you seeking or
proposing liquidation, reorganization, an arrangement or composition,business rescue, a freeze or moratorium, or other similar relief with respect
to you or your debts under any bankruptcy, insolvency, regulatory,
supervisory or similar law (including any corporate or other law withpotential application to you, if insolvent) or seeking the appointment of a
Custodian of you or any substantial part of your assets and such involuntarycase or other procedure either:(i)has not been dismissed within five days of its institution orpresentation; orMidori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(ii)Client Agreement (Terms & Conditions)has been dismissed within such period but solely on the grounds ofan insufficiency of assets to cover the costs of such case or otherprocedure;(d)

you die, become of unsound mind, are unable to pay your debts as they falldue or are bankrupt or insolvent, as defined under any bankruptcy or
insolvency law applicable to you: or any indebtedness of yours is not paid on
the due date therefor, or becomes capable at any time of being declared due
and payable under agreements or instruments evidencing such indebtedness
before it would otherwise have been due and payable, or any suit, action orother proceedings relating to this Agreement are commenced for any
execution, any attachment or garnishment, or distress against, or an
encumbrancer takes possession of, the whole or any part of your property,
undertaking or assets (tangible and intangible);(e)

you or any Credit Support Provider (or any Custodian acting on behalf ofeither of you or a Credit Support Provider) disaffirms, disclaims or
repudiates any obligation under this Agreement or any guarantee,
hypothecation agreement, margin or security agreement or document, or any
other document containing an obligation of a third party (“Credit Support
Provider”), or of you, in favor of us supporting any of your obligations
under this Agreement (each a “Credit Support Document”);(f)

any representation or warranty made or given or deemed made or given by
you under this Agreement or any Credit Support Document proves to havebeen false or misleading in any material respect as at the time it was made or
given or deemed made or given;(g)any Credit Support Provider fails, or you yourself fail to comply with or
perform any agreement or obligation to be complied with or performed by
you or it in accordance with the applicable Credit Support Document;(h)any Credit Support Document expires or ceases to be in full force and effectprior to the satisfaction of all your obligations under this Agreement, unless
we have agreed in writing that this shall not be an Event of Default;(i)

any representation or warranty made or given or deemed made or given by
any Credit Support Provider pursuant to any Credit Support Document
proves to have been false or misleading in any material respect as at the time
it was made or given or deemed made or given;(j)any event referred to in Clauses (b) to (d) of this Clause 16 (Events of
Default) occurs in respect of any Credit Support Provider;(k)we consider it necessary or desirable for our own protection, or any action istaken or event occurs which we consider might have a material adverse
effect upon, your ability to perform any of your obligations under thisAgreement;(l)you fail or omit to disclose to us your capacity as the beneficial owner ofmore than one account you may maintain with us and/or your capacity to act
as a money manager on behalf of any other client of us;

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)(m)

you take advantage of delays occurred in the prices and you place orders at
outdated prices, you trade at off-market prices and/or outside trading hours,
you manipulate the system to trade at prices not quoted to you by us or you
perform any other action that constitutes prohibited, improper or abusive
trading as contemplated in this Agreement or otherwise; and/or(n)any event of default (however described) occurs in relation to you under any
other agreement between us.
17.

17.1

NETTING

Rights on Default
On the occurrence of an Event of Default, we may exercise our rights under thisclause, except that in the case of the occurrence of any Event of Default specified in
Clause 16.1(b) or Clause 16.1(c) of the definition of Events of Default (each a“Bankruptcy Default”), the automatic termination provision of this clause shallapply.

17.2

Liquidation Date
Subject to the following sub-clause, at any time following the occurrence of an Eventof Default, we may, by notice to you, specify a date (the “Liquidation Date”) for thetermination and liquidation of Transactions in accordance with this clause.

17.3

Automatic termination
The date of the occurrence of any Bankruptcy Default shall automatically constitute a
Liquidation Date, without the need for any notice by us and the provisions of thefollowing sub-clause shall then apply.

17.4

Calculation of Liquidation AmountUpon the occurrence of a Liquidation Date:(a)neither of us shall be obliged to make any further payments or deliveries
under any Transactions which would, but for this clause, have fallen due for
performance on or after the Liquidation Date and such obligations shall besatisfied by settlement (whether by payment, set-off or otherwise) of theLiquidation Amount (as defined below);(b)

we shall (on, or as soon as reasonably practicable after, the Liquidation Date)
determine (discounting if appropriate), in respect of each Transaction the
total cost, loss or, as the case may be, gain, in each case expressed in theBase Currency (and, if appropriate, including any loss of bargain, cost offunding or, without duplication, cost, loss or, as the case may be, gain as aresult of the termination, liquidation, obtaining, performing or re-establishingof any hedge or related trading position) as a result of the termination,
pursuant to this Agreement, of each payment or delivery which would
otherwise have been required to be made under such Transaction (assuming

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)satisfaction of each applicable condition precedent and having due regard, if
appropriate, to such market quotations published on, or official settlement
prices set by the relevant exchange as may be available on, or immediately
preceding, the date of calculation); and
(c)

17.5

we shall treat each cost or loss to us, determined as above, as a positive
amount and each gain by us, so determined, as a negative amount andaggregate all of such amounts to produce a single, net positive or negative
amount, denominated in the Base Currency (the “ Liquidation Amount”).

Payer
If the Liquidation Amount determined pursuant to this clause is a positive amount, you
shall pay it to us and if it is a negative amount, we shall pay it to you. We shall notify
you of the Liquidation Amount, and by whom it is payable, immediately after the
calculation of such amount.

17.6

Other transactions
Where termination and liquidation occur in accordance with this clause, we shall also
be entitled, at our discretion, to terminate and liquidate, in accordance with theprovisions of this clause, any other transactions entered into between us which arethen outstanding.

17.7

Payment
The Liquidation Amount shall be paid in the Base Currency by the close of businesson the Business Day following the completion of the termination and liquidation under
this clause (converted as required by applicable law into any other currency, any costsof such conversion to be borne by you, and (if applicable) deducted from any payment
to you). Any Liquidation Amount not paid on the due date shall be treated as an
unpaid amount and bear interest, at the average rate at which overnight deposits in thecurrency of such payment are offered by major banks in the London interbank market
as of 11.00 am (London time) (or, if no such rate is available, at such reasonable rate
as we may select) plus one (1%) per annum, compounded monthly in arrears, for each
day for which such amount remains unpaid.

17.8

Base Currency
For the purposes of any calculation hereunder, we may convert amounts denominatedin any other currency into the Base Currency at such rate prevailing at the time of thecalculation as we shall reasonably select.

17.9

Payments
Unless a Liquidation Date has occurred or has been effectively set, we shall not be
obliged to make any payment or delivery scheduled to be made by us under aTransaction for as long as an Event of Default or any event which may become (withthe passage of time, the giving of notice, the making of any determination hereunder,or any combination thereof) an Event of Default with respect to you has occurred andis continuing.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
17.10

Additional rights
Our rights under this clause shall be in addition to, and not in limitation or exclusionof, any other rights which we may have (whether by agreement, operation of law orotherwise).

17.11

Application of netting to Transactions
This clause applies to each Transaction entered into or outstanding between us on orafter the date this Agreement takes effect.
18.

18.1

RIGHTS ON DEFAULT

Default
On an Event of Default or at any time after we have determined, in our absolute
discretion, that you have not performed (or we reasonably believe that you will not beable or willing in the future to perform) any of your obligations to us, in addition to
any rights under Clause 17 (Netting) we shall be entitled, without prior notice to you:instead of returning to your investments equivalent to those credited to yourAccount, to pay to you the fair market value of such investments at the time
we exercise such right;(a)to the extent permissible under Applicable Regulations, to sell such of yourinvestments as are in our possession or in the possession of any nominee or
third party appointed under or pursuant to this Agreement, in each case as we
may in our absolute discretion select or and upon such terms as we may in
our absolute discretion think fit (without being responsible for any loss ordiminution in price) in order to realize funds sufficient to cover any amountdue by you hereunder;
to the extent permissible under Applicable Regulations, to close out, replaceor reverse any Transaction, buy, sell, borrow or lend or enter into any otherTransaction or take, or refrain from taking, such other action at such time ortimes and in such manner as, at our sole discretion, we consider necessary or
appropriate to cover, reduce or eliminate our loss or liability under or in
respect of any of your contracts, positions or commitments; and/or

(b)

(c)

to cancel and/or consider void any Transactions and profits or losses either
released or unreleased and/or to close out the account(s) you maintain withus pursuant to this Agreement, immediately and without prior notice.

19.
19.1

TERMINATION WITHOUT DEFAULT

Termination(a)

Unless required by Applicable Regulations, either party may terminate thisAgreement (and the relationship between us) by giving ten (10) days written
notice of termination to the other. We may terminate this Agreement

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
immediately if you fail to observe or perform any provision of thisAgreement or in the event of your insolvency.

Upon terminating this Agreement:(b)

all amounts payable by you to us will become immediately due andpayable including (but without limitation):(i)

1. all outstanding fees, charges and commissions;

19.2

2.

any dealing expenses incurred by terminating thisAgreement; and3.

any losses and expenses released in closing out any
Transactions or settling or concluding outstanding
obligations incurred by us on your behalf.

(ii)Midori FX Ltd shall apply best execution rules in cases where you
have not provided Midori FX Ltd with specific instructions
regarding the closing of your positions; and(iii)

Midori FX Ltd shall return any funds remaining in your Account toyour bank account, specifically the account from which the funds
were debited

Existing rights
Termination without default shall not affect then outstanding rights and obligations
and Transactions which shall continue to be governed by this Agreement and theparticular clauses agreed between us in relation to such Transactions until all
obligations have been fully performed.
20.

20.1

EXCLUSIONS, LIMITATIONS, AND INDEMNITY

General Exclusion
Neither we nor our directors, officers, employees, or agents shall be liable for any
losses, damages, costs or expenses, whether arising out of negligence, breach ofcontract, misrepresentation or otherwise, incurred or suffered by you under thisAgreement (including any Transaction or where we have declined to enter a proposed
Transaction) unless such loss arises directly from our or their respective grossnegligence, willful default or fraud. In no circumstance, shall we have any liability
whatsoever for losses suffered by you or any third party for any special orconsequential damage, loss of profits, loss of goodwill or loss of business opportunity
arising under or in connection with this Agreement, whether arising out of negligence,
breach of contract, misrepresentation or otherwise.

20.2

Tax implications

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)Without limitation, we do not accept any liability whatsoever for any adverse tax
implications of any Transaction whatsoever.
20.3

20.4

Changes in the market(a)Market orders are executed at the bid/ask prices offered by Midori FX Ltd .
Pending orders such as stop loss, limit (take profit, entry limit to buy or tosell), entry stop to buy or to sell are executed at the market price requested
by you and offered by Midori FX Ltd .

(b)

Please note, that in case of slippage in the market price, the order may be
executed at a price materially different to the price indicated on the screen at
the time of placing the order. In addition, any stop loss and/or take profit
orders may not be possible to be placed until right after the execution of anorder. We reserve the right, at our full discretion, not to execute the order, or
to change the quoted price of the Transaction, or to offer you a new quote incase of technical failure of the trading platform or in case of fluctuations of
the price of the financial instrument as offered in the market. In the event weoffer you a new quote you have the right to either accept it or refuse and thus
cancel the execution of the Transaction.

(c)Without limitation to the general exclusion of liability above, we will not beliable for any claims, losses, damages, costs or expenses whatsoever,including legal fees, resulting directly or indirectly from any delay or change
in market conditions, including market price, caused on any Transaction.

Force majeure(a)

We shall not be liable to you for any partial or non-performance of ourobligations hereunder by reason of any cause beyond our reasonable control,
including without limitation any breakdown, delay, malfunction or failure oftransmission, communication or computer facilities, industrial action, act ofterrorism, act of God, acts and regulations of any governmental or supranational bodies or authorities or the failure by the relevant intermediate
broker or agent, agent or principal of our custodian, sub-custodian, dealer,exchange, clearing house or regulatory or self-regulatory organization, for
any reason, to perform its obligations. Nothing in this Agreement will
exclude or restrict any duty or liability we may have to you under Applicable
Regulations, which may not be excluded or restricted thereunder.

(b)

Midori FX Ltd offers its clients the opportunity to use and/or benefit fromthird party services in any way they deem appropriate, accepting andcarrying NO RESPONSIBILITY and NO LIABILITY whatsoever as to thecontent provided by the third party nor as to the consequences of the use of
the service. Clients use any of the third party services and/or the information
provided by third party services for marketing and/or otherwise, in their sole
discretion and responsibility, at their own risk and undertaking all liability
arising directly or indirectly from the use of the third party service and theClient hereby indemnifies Midori FX Ltd and holds it harmless against any
claims, losses, damages, costs or expenses, including legal fees, arising
directly or indirectly from the Client’s use of a third party service ascontemplated in this clause,. Clients are encouraged to seek advice and/or
training prior to using the services or information provided making sure they
fully understand the instruments, technical terms and descriptions provided.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
Please note that Midori FX Ltd is not able to provide such advice and/or
training.
20.5

Responsibility for orders
You will be responsible for all orders entered on your behalf via an Electronic Service
and you will be fully liable to us for the settlement of any Transaction arising from it.

20.6

Entire Agreement
You acknowledge that you have not relied on or been induced to enter into thisAgreement by a representation other than those expressly set out in this Agreement.
We will not be liable to you (in equity, contract or tort) for a representation that is not
set out in this Agreement and that is not fraudulent.

20.7

Indemnity
You shall pay to us such sums as we may from time to time require in or towards
satisfaction of any debit balance on any of your accounts with us and, on a fullindemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes,
imposts and levies which we may incur or be subjected to with respect to any of youraccounts or any Transaction or as a result of any misrepresentation by you or any
violation by you of your obligations under this Agreement (including any Transaction)or by the enforcement of our rights.
21.

21.1

MISCELLANEOUS

Amendments
We have the right to amend the terms of this Agreement. If we make any materialchange to this Agreement, we will give at least ten Business Days written notice toyou. Such amendment will become effective on the date specified in the notice. Unlessotherwise agreed, an amendment will not affect any outstanding order or Transaction
or any legal rights or obligations which may already have arisen.

21.2

Notices and means of communication
Unless otherwise agreed, all notices, instructions and other communication to be given
by us to you under this Agreement shall be given to the address, phone number or
email address provided by you to us. Likewise, all notices, instructions and othercommunications to be given by you under this Agreement shall be given to us inwriting at the address below:

21.3

Our Details(a)Name: Midori FX Ltd
Address: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
MH96960 Marshall Islands.
Email Address: support@midorifx.com

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

(b)

21.4

Client Agreement (Terms & Conditions)
You must notify us of any change of your information for the receipt ofnotices, instructions and other communications immediately.

Electronic Communications
Subject to Applicable Regulations, any communication between us using electronic
signatures and any communications via our website and/or Electronic Services shallbe binding as if they were in writing. Orders or instructions given to you via e-mail orother electronic means will constitute evidence of the orders or instructions given.

21.5

Recording of calls
We may record telephone conversations without use of a warning tone to ensure thatthe material terms of the Transaction, and any other material information relating to
the Transaction is promptly and accurately recorded. Such records will be our soleproperty and accepted by you as evidence of the orders or instructions given.

21.6

Our records
Our records, unless shown to be wrong, will be evidence of your dealings with us
about our services. You will not object to the admission of our records as evidence inany legal proceedings because such records are not originals, are not in writing or are
documents produced by a computer. You will not rely on us to comply with yourrecord keeping obligations, although records may be made available to you on request
at our absolute discretion and will be made available to you strictly to the extent
required by Applicable Regulations.

21.7

21.8

Your records(a)

You agree to keep adequate records to demonstrate the nature of orders
submitted and the time at which such orders are submitted.

(b)

You can access your statements online at any time via Midori FX Ltd ’s
Online Trading Platform.

(c)

You may request to receive your statement monthly or quarterly via email,by providing such a request to the support department support@midorifx.com

Money Laundering and Client Identification Procedures
(a)

(b)

Midori FX Ltd is an accountable institution in terms of FICA and as such,has an obligation:(i)

prior to the conclusion of any transaction with a Client to establish
and verify the identity of the Client; and(ii)

record and retain the records of the business relationship andtransactions concluded with the Client.

In order to establish and verify the identity of the Client, the Client shallprovide Midori FX Ltd with the information and documentation that may be

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)requested in order to enable Midori FX Ltd to discharge its obligation interms of FICA and any other relevant Applicable Regulations.

21.9

21.10

(c)

The Client undertakes and warrants to Midori FX Ltd that, unless the Client
notifies Midori FX Ltd to the contrary in writing, the Client is acting as
principal and not as agent on behalf of any other person, whether natural or
juristic. If Midori FX Ltd is so notified, the Client shall provide Midori FX
Ltd with proof of identity of the principal and such other information which
Midori FX Ltd may require from time to time to comply with its obligationsin terms of FICA and any other relevant Applicable Regulations.

(d)

The Client acknowledges that until all the information requested by Midori
FX Ltd has been provided and verified, Midori FX Ltd will not carry out theterms of this Agreement.

(e)

The Client recognises that it is Midori FX Ltd obligation under FICA toreport any suspicious or unusual transactions.

(f)Midori FX Ltd shall be entitled to take whatever steps it deems necessary
from time to time to comply with its obligations in terms of FICA, theprevention of Organized Crime Act No. 121 of 1998, as amended, any ruleand directives of any relevant exchanges or any other money laundering
legislation and the Client must cooperate with Midori FX Ltd in this regard.

Complaints procedure(a)

Any complaints must be directed to Midori FX Ltd in writing tocomplaints@midorifx.com for the attention of the Compliance Officer.
Details of Midori FX Ltd ’s written Complaints Resolution Procedure isavailable upon request by the Client.

(b)When submitting a complaint, the Client must submit all supportive
documentation that may assist the Company in its investigation along withthe written complaint.

(c)

We will send you a written acknowledgement of your complaint promptly
following receipt, enclosing details of our complaints procedures, including
when and how you may be able to refer your complaint to the FSB which is
the relevant regulatory body.

Third Party Rights
This Agreement shall be for the benefit of and binding upon us both and ourrespective successors and assigns. You shall not assign, charge or otherwise transfer or
purport to assign, charge or otherwise transfer your rights or obligations under thisAgreement or any interest in this Agreement, without our prior written consent, andany purported assignment, charge or transfer in violation of this clause shall be void.
You agree that we may without further notice to you and subject to Applicable
Regulations, transfer by whatever means we consider appropriate all or any of ourrights, benefits, obligations, risks and/or interests under this Agreement to any person
who may enter into a contract with us in connection with such transfer and YOU
AGREE THAT WE MAY TRANSFER TO SUCH PERSON ALL
INFORMATION WHICH WE HOLD ABOUT YOU.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)21.11

Time of essence
Time is of the essence in respect of all obligations of yours under this Agreement(including any Transaction).

21.12

Rights and remedies
The rights and remedies provided under this Agreement are cumulative and not
exclusive of those provided by law. We shall be under no obligation to exercise any
right or remedy either at all or in a manner or at a time beneficial to you. No failure by
us to exercise or delay by us in exercising any of our 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 shallprevent further exercise of that right or remedy or the exercise of another right orremedy.

21.13

Set-off
Without prejudice to any other rights to which we may be entitled, we may at any time
and without notice to you set off any amount (whether actual or contingent, present or
future) owed by you to us against any amount (whether actual or contingent, present
or future) owed by us to you. For these purposes, we may ascribe a commerciallyreasonable value to any amount which is contingent or which for any other reason isunascertained.

21.14

Partial invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Agreement nor thelegality, validity or enforceability of such provision under the law of any otherjurisdiction shall in any way be affected or impaired.
22.

22.1

GOVERNING LAW AND JURISDICTION

Governing law
This Agreement shall be governed by and construed in accordance with the laws of the
Marshall Islands.

22.2

Jurisdiction
Each of the parties irrevocably:

(a)

(b)

agree, that the courts of Marshall Islands shall have jurisdiction to settle any
suit, action or other proceedings relating to this Agreement (“Proceedings”)
and submits to the jurisdiction of such courts (provided that this shall notprevent us from bringing an action in the courts of any other jurisdiction);andwaives any objection which it may have at any time to the laying of venue of
any Proceedings brought in any such court and agrees not to claim that such

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.

Client Agreement (Terms & Conditions)
Proceedings have been brought in an inconvenient forum or that such court
does not have jurisdiction over it.
22.3

Waiver of immunity and consent to enforcement
You irrevocably waive to the fullest extent permitted by Applicable Regulation, withrespect to yourself and your revenue and assets (irrespective of their use or intendeduse) all immunity on the grounds of sovereignty or other similar grounds from suit;jurisdiction of any courts; relief by way of injunction, order for specific performanceor for recovery of property; attachment of assets (whether before or after judgment);
and execution or enforcement of any judgment to which you or your revenues orassets might otherwise be entitled in any Proceedings in any jurisdiction andirrevocably agree that you will not claim any immunity in any Proceedings. You
consent generally in respect of any Proceedings to the giving of any relief or the issueof any process in connection with such Proceedings, including, without limitation, themaking, enforcement or execution against any property whatsoever (irrespective of its
use or intended use) of any order or judgment which may be made or given in such
Proceedings.

22.4

Service of process
If you are situated outside Marshall Islands, process by which any Proceedings in
Marshall Islands are begun may be served on you by being delivered to the address inMarshall Islands nominated by you for this purpose. This does not affect our right toserve process in another manner permitted by law.

Midori FX Ltd is a company registered and existing in the Marshall Islands under registration number 1234537 with
its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960.