XM Client Agreement Terms & Conditions PDF

36 Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c Contents Chapter A: Scope of Agreement................................................................................................................... 6 1. Parties to the Agreement................................................................................................................ 6 2. Electronic Signatures and Acceptance of Agreement(s).......................................................... 6 3. Acceptance and Scope of Agreement(s)..................................................................................... 6 4. Authorization.................................................................................................................................... 7 5. Experience and Knowledge in Financial Matters....................................................................... 8 6. Legal Restrictions............................................................................................................................ 8 7. Amendments.................................................................................................................................... 9 8. Entire Agreement - Severability.................................................................................................. 10 9. Definitions....................................................................................................................................... 10 10. Interpretation.................................................................................................................................. 19 Chapter B: Access and Use of Our Online Trading Facility................................................................... 21 11. Limited License to Access and Use Our Online Trading Facility.......................................... 21 12. Copyright, Licenses and Trademarks........................................................................................ 22 13. Limitations on Investment Guidance and Professional Advice............................................. 22 14. Accuracy of Information............................................................................................................... 22 15. Analytical Tools and Market Data............................................................................................... 23 16. Third Party Content and Research............................................................................................. 23 17. Means of Accessing and Using Our Online Trading Facility.................................................. 24 18. Restriction of Access and Use of Our Online Trading Facility.............................................. 25 19. Technical Issues............................................................................................................................ 25 20. Manifest Errors............................................................................................................................... 26 21. Infections, Contaminations or Other Destructive Content..................................................... 27 22. Hyperlinks to Other Sites Controlled or Offered by Third Parties......................................... 27 23. Software.......................................................................................................................................... 27 24. Forward Looking Earnings Statements..................................................................................... 28 Chapter C: Services...................................................................................................................................... 29 25. Scope of Services.......................................................................................................................... 29 26. Registration.................................................................................................................................... 29 27. Eligibility......................................................................................................................................... 29 28. Identification................................................................................................................................... 30 29. Personal Information – Accurate and Complete Data............................................................. 30 Chapter D: Terms of Service....................................................................................................................... 32 30. Services Provided......................................................................................................................... 32 31. Execution of Orders...................................................................................................................... 32 32. Prices and Open Positions.......................................................................................................... 32 33. Cryptocurrencies........................................................................................................................... 33 34. Instructions and Basis of Dealing............................................................................................... 35 35. Electronic Trading Terms............................................................................................................. 37 36. ELECTRONIC TRADING METHODOLOGY................................................................................. 40 37. Trade Confirmations and Account Statements........................................................................ 40 38. Consent to Receive Electronic Transmission of Trade Confirmations and Account Statements......41 39. Recording of Telephone Conversations, Internet Conversations (Chat), and Meetings... 41 40. Rollover and Offset Instructions................................................................................................. 41 41. Corporate Events and Actions.................................................................................................... 42 Chapter E: Trading In Shares...................................................................................................................... 44 42. Execution........................................................................................................................................ 44 43. Fees and Commission.................................................................................................................. 45 Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c 44. Refuse or Cancel Your Instructions to Deal.............................................................................. 46 45. Transaction Restrictions.............................................................................................................. 47 46. Electronic Trading Services......................................................................................................... 47 47. Information, Interest, Voting Rights, Dividends and Corporate Events/Actions................. 48 48. Settlement....................................................................................................................................... 49 49. Transferring Instruments, Dematerialization and Re-Certification........................................ 49 50. Taxes............................................................................................................................................... 49 51. Reporting........................................................................................................................................ 50 Chapter F: Copy Trading.............................................................................................................................. 51 52. Copy Trading Platform................................................................................................................. 51 53. Investor........................................................................................................................................... 51 54. Manager.......................................................................................................................................... 52 55. Limitations to copy trading service........................................................................................... 53 56. Key risks of copy trading............................................................................................................. 53 57. Liability............................................................................................................................................ 53 Chapter G: Margin Deposits, Collateral and Payment............................................................................. 54 58. Margin and Collateral.................................................................................................................... 54 59. Margin Call Policy / Margin Call Level / Stop-Out Level.......................................................... 55 60. Security........................................................................................................................................... 56 Chapter H: Commissions, Fees and Charges........................................................................................... 59 61. Commissions, Fees and Charges............................................................................................... 59 62. Other Fees and Charges............................................................................................................... 59 63. Payment Terms.............................................................................................................................. 60 64. Currency Conversion.................................................................................................................... 60 65. Pricing of OTC Transactions....................................................................................................... 61 66. Prohibited Trading Techniques................................................................................................... 61 Chapter I: Your Account(s) With Us........................................................................................................... 63 67. Account(s)...................................................................................................................................... 63 68. Base Currency................................................................................................................................ 63 69. Access Codes (Username and Passwords).............................................................................. 63 70. Affiliates / Introducers of Business............................................................................................ 64 71. Payments........................................................................................................................................ 64 72. Several/Multiple Trading Accounts............................................................................................. 65 73. Deposits, Refunds and Withdrawals.......................................................................................... 65 74. Deposits by Credit / Debit Card................................................................................................... 67 75. Chargebacks.................................................................................................................................. 68 76. Netting Agreement........................................................................................................................ 69 77. Client Money and Assets.............................................................................................................. 69 78. Dormant and Archiving Policy.................................................................................................... 70 79. Islamic/Swap-Free Accounts....................................................................................................... 70 80. Swap-Free Instruments................................................................................................................. 71 Chapter J: General Provisions.................................................................................................................... 72 81. Market Making................................................................................................................................ 72 82. Conflicts of Interest....................................................................................................................... 73 83. Special Provisions for Managed Accounts, Introduced Accounts or Third Party Vendors................73 84. Acknowledgements....................................................................................................................... 74 85. Further Representations, Warranties and Covenants............................................................. 78 86. Information Disclosure................................................................................................................. 79 87. FATCA............................................................................................................................................. 80 Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c 88. Common Reporting Standard (“CRS”)...................................................................................... 80 89. Regulatory Matters........................................................................................................................ 80 90. Tax Implications............................................................................................................................. 81 91. Intellectual Property...................................................................................................................... 81 92. Privacy and Data Protection........................................................................................................ 82 Chapter K: Complaint Handling Procedures............................................................................................ 86 93. Complaints...................................................................................................................................... 86 Chapter L: Indemnity and Limitation of Liability...................................................................................... 87 94. Risk of Loss; Limitation of Liability............................................................................................ 87 95. Exclusion of Warranties............................................................................................................... 88 96. Disclaimer and Limitation of Liability......................................................................................... 88 97. Indemnification.............................................................................................................................. 89 98. Independent Investigation............................................................................................................ 89 Chapter M: Default......................................................................................................................................... 91 99. Default............................................................................................................................................. 91 100. Rights on Default........................................................................................................................... 92 Chapter N: Termination of Client Relationship and Liquidation of Accounts..................................... 93 101. Termination of Client Relationship............................................................................................. 93 102. Effects of Termination of Client Relationship........................................................................... 93 Chapter O: Miscellaneous Provisions........................................................................................................ 94 103. Assignment..................................................................................................................................... 94 104. Time of Essence............................................................................................................................ 94 105. Notices............................................................................................................................................ 94 106. Governing Law and Jurisdiction................................................................................................. 95 107. Controlling Language................................................................................................................... 95 108. Force Majeure................................................................................................................................. 95 109. No Waiver........................................................................................................................................ 96 110. Cumulative Remedies................................................................................................................... 96 111. Compliance with FSC Rules........................................................................................................ 96 112. Exclusion of Third Party Rights.................................................................................................. 96 113. Independent Parties / No Partnership or Joint Venture.......................................................... 96 114. Counterparts.................................................................................................................................. 97 115. Survival........................................................................................................................................... 97 Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c CLIENT AGREEMENT TERMS & CONDITIONS OF BUSINESS These are the entire terms and conditions that apply to the access and/or use of any of the website(s), Electronic Trading Platform(s), Software and/or Services (hereinafter, collectively, referred to as our “Online Trading Facility”) that are provided by the Company. XM’s securities business services are provided by XM Global Limited (operating under the trading name “XM”), which is a Securities Service Provider Licensee regulated and authorized by the Financial Services Commission (“FSC”) in Belize (hereinafter referred to as “XM” and/or “Company” and/or "we" and/or “our” and/or "us"). All access and/or use of our Online Trading Facility is subject to these terms and conditions (hereinafter referred to as these "Terms and Conditions" and/or this “Agreement”) in accordance with the terms hereof. Please read these Terms and Conditions completely and carefully before accessing and/or using our Online Trading Facility. You must read, agree with and accept all of the terms and conditions contained in this Agreement without modifications, which include those Terms and Conditions expressly set out below, and those incorporated herein by reference, before you may become a client of the Company. IF YOU HAVE OBJECTIONS TO ANY OF THESE TERMS AND CONDITIONS, OR ANY PART THEREOF, AND/OR IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, OR ANY PART THEREOF, DO NOT ACCESS AND/OR USE OUR ONLINE TRADING FACILITY IN ANY WAY AND INFORM US IN WRITING IMMEDIATELY. Your access and use of our Online Trading Facility constitutes your acceptance of these Terms and Conditions and any other legal notices and statements contained on or in our Online Trading Facility. Your access and use of or Online Trading Facility is governed by the version of these Terms and Conditions that is in effect on the date on which our Online Trading Facility is accessed and/or used by you. Please feel free to contact our customer support team at [email protected] for any clarifications before you continue to access and/or use of our Online Trading Facility. We reserve the right to amend, alter, modify, delete or add to any of the provisions of these Terms and Conditions at any time, in accordance with the Terms hereof. When these Terms and Conditions are modified (hereinafter referred to as “Changes”) we will post such Changes on our Online Trading Facility and/or otherwise notify you of such Changes. Each such notification shall be deemed as sufficient notice and it is your duty to consult and/or to check regularly this Agreement on our Online Trading Facility regarding any such Changes. Therefore, you should review these pages from time to time so as to ensure that you will be aware of any such Changes. All amended terms shall be effective five (5) calendar days after their initial posting on our Online Trading Facility, or as of the first time that you access and/or use our Online Trading Facility after such amendments were made, whichever is sooner. Your continued use of our Online Trading Facility after the publication of any Changes shall be considered as your agreement to such modified Terms and Conditions and shall be governed by those Terms and Conditions, as modified. If you do not wish to be bound by those Changes, you should cease to access and/or use our Online Trading Facility and inform us in writing, immediately. Some areas or parts of our Online Trading Facility may have different specific terms of access and/or use posted on them. If there is a conflict or discrepancy between these Terms and Conditions and any such specific terms of access and/or use, the latter shall have precedence with respect to your access and/or use of such relevant area or part of our Online Trading Facility. Trading on any financial market involves a significant level of risk. Please be aware then that the contents of our Online Trading Facility are neither a solicitation, nor an offer to enter into any transactions on the financial market(s). The contents of our Online Trading Facility and of any communications you may receive from us, via Electronic Messaging, website postings, e-mail, telephone, telefax or otherwise, and any part of any member’s area on our Online Trading Facility, in particular, are for general information and educational purposes only and do not amount to investment advice or unsolicited financial promotions to you. Please do read our “Risk Disclosure Notice” on our Online Trading Facility, before accessing and/or using our Online trading Facility. Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c Chapter A: Scope of Agreement 1. Parties to the Agreement 1.1 This Agreement is made between yourself, as our client (hereinafter referred to as "you" or “your” or, in general terms, the “client”) and XM Global Limited a limited liability company formed under the laws of Belize and regulated by the Financial Services Commission, having its registered office at Suite 101, 63 Eve Street, Belize City, Belize and any of its designated and permitted successors, assigns and those of its subsidiaries and affiliates that are identified further in this Agreement (also trading under the name “XM” henceforth the “Company”, "us", “our”, "we" or "XM"). This Agreement describes in full detail the Terms and Conditions you must accept, without restrictions or objections, before accessing and/or using our Online Trading Facility. Furthermore, before you access and/or use our Online Trading Facility and before you become a client of the Company, you must fully understand and agree to all the terms and conditions expressly explained and/or implied hereto, and/or incorporated herein by reference. Notwithstanding anything to the contrary, by continuing to use our Online Trading Facility you are implying that you have read these Terms and Conditions and have unconditionally accepted these Terms and Conditions in their entirety and without reservation. 1.2 “XM” (henceforth the “Company”, "us", “our” or "we") and “you”, as our client (henceforth “you”, “your” or, in general terms, the “client”), may hereinafter be referred to, individually, as a “Party” and, collectively, as the “Parties”. 2. Electronic Signatures and Acceptance of Agreement(s) 2.1 You hereby expressly acknowledge and agree that: (a) by downloading, completing and/or submitting to us the account documentation and forms posted on our Online Trading Facility (hereinafter referred to as the “Account Opening Application Form(s)”) and/or clicking in the appropriate space, or on the “I Accept” button, or similar buttons or links as may be designated by us to show your approval and acceptance of this Agreement, and/or (b) by accessing or using, and/or by continuing to access or use, our Online Trading Facility, you are entering into a legally binding contract by and between you and us, and you fully agree to abide by and to be bound by all the Terms and Conditions set out in this Agreement, as they may apply to you. 2.2 You hereby agree to communications being made, and to the delivery of this Agreement and/or any agreements by and between us, or changes in these Terms and Conditions, via electronic media (including, without limitation, Electronic Messaging, website postings e-mail, or other electronic means) to the extent permitted by Applicable Laws, Rules and/or Regulations. Communications being made via electronic media in order to enter into contracts, place Orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through our Online Trading Facility and/or in relation thereto, shall, to the extent permitted by Applicable Laws, Rules and/or Regulations, be treated as satisfying any legal requirement that a communication should be ‘signed’ and ‘in writing’. Accordingly, any such documents that are delivered to you electronically are deemed to be "in writing". 2.3 If your signature or acknowledgement is required or requested with respect to any such document and you "click" in the appropriate space, or on the “I Accept” button, “Submit” button, or on similar buttons or links as may be designated by us to show your approval and acceptance thereof, or take such other action as may be indicated on our Online Trading Facility, you will be deemed to have ‘signed’ and/or acknowledged the document to the same extent and with the same effect as if you had signed the document manually. To the extent permitted under applicable mandatory law, you hereby waive any rights or requirements under any Applicable Laws, Rules and/or Regulations in any jurisdiction, which require an original (non- electronic) signature or delivery or retention of non- electronic records. 2.4 You hereby expressly acknowledge your understanding that you have the right to withdraw your consent to the electronic delivery and signature of documents at any time by providing prior written notice to us. However, if you revoke your consent, your access to an/or use of our Online Trading Facility may be restricted or terminated, at our sole discretion and without any obligation on our end to provide you with any explanation and/or justification thereof. 3. Acceptance and Scope of Agreement(s) 3.1 We shall evaluate the Account Opening Application Form(s) you submitted for the purpose of becoming a client Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c of us and shall inform you by e-mail whether your application is accepted or not. We reserve the right to refuse and/or decline your application(s), at our sole discretion and for any reason, without being obliged to provide you with any explanation or justification. 3.2 Without prejudice to the provisions of sub-clause 2.1 hereinabove, in particular as regards your acceptance and acknowledgement of this Agreement, we will become a counterparty bound to this Agreement, and this Agreement will become binding on us, only as of the date on which we are sending the above-mentioned confirmation e-mail, as indicated thereon (the “Effective Date”). 3.3 This Agreement applies to all of our Online Trading Facility, including, without limitation, all electronic Content thereof and/or Software provide thereon (including, without limitation, all real time information about the Price Quotes of Supported Securities provided thereon); as well as all program facilities for executing Transactions in Supported Securities via our Online Trading Facility via the Internet, Electronic Messaging, website postings, e- mail, phone, fax or otherwise, and any other features, content or services that we may add in the future. 3.4 Some areas or parts of our Online Trading Facility may have different specific terms of access and/or use posted thereon. If there is a conflict and/or discrepancy between these Terms and Conditions and any such specific terms of access and/or use, the latter shall have precedence with respect to your access and/or use of such relevant area or part of our Online Trading Facility. 3.5 We may from time to time send to you further communications in respect of certain Transactions and/or Contracts, which may contain specific legal and/or contractual provisions applicable with respect to such Transactions and/or Contracts. In the event of any conflict and/or discrepancy between the clauses of this Agreement and/or its annexes, appendices, addenda, attachments, schedules and/or exhibits, and the legal and/or contractual provisions set forth in such communications to you in respect of certain Transactions and/or Contracts, the latter shall prevail. The fact that a legal and/or contractual provision is specifically set forth herein, or is included in a specific communication to you, in respect of one particular Transaction and/or Contract, shall not preclude a similar legal and/or contractual provision being expressed or implied, or being applicable, in relation to any other Transaction and/or Contract. 4. Authorization 4.1 Our Online Trading Facility is available to, and may only be used by, individuals, corporations, companies, joint ventures, partnerships or any other legal entities or associations of individuals or other legal entities (hereinafter referred to as "Legal Entit(y)ies”), which can form legally binding contracts under the law applicable to their country of residence or, in the case of Legal Entities, in their country of formation, incorporation and/or domiciliation. Without limiting the foregoing, our Online Trading Facility is NOT available to persons who are under the age of 18, or otherwise under legal age in their country of residence (hereinafter referred to as "Minors"), or who, otherwise, cannot form legally binding contracts under the law(s) applicable in their country of residence or, in the case of Legal Entities, in their country of formation, incorporation and/or domiciliation. 4.2 IF YOU ARE A MINOR, OR IF YOU CANNOT FORM LEGALLY BINDING CONTRACTS UNDER THE LAW(S) APPLICABLE IN YOUR COUNTRY OF RESIDENCE OR, IN THE CASE OF LEGAL ENTITIES, IN THEIR COUNTRY OF FORMATION, INCORPORATION AND/OR DOMICILIATION, YOU MAY NOT ACCESS AND/OR USE OUR ONLINE TRADING FACILITY. IF YOU DO NOT QUALIFY, PLEASE DO NOT ACCESS AND/OR USE OUR ONLINE TRADING FACILITY AND INFORM US IN WRITING IMMEDIATELY. 4.3 For avoidance of doubt, we shall not be responsible for any unauthorized access and/or use by Minors of our Online Trading Facility in any way or manner and we are not responsible for determining whether any Transactions and/or Contracts you may enter into via our Online Trading Platform are suitable, appropriate or advisable to you. 4.4 In accordance with the foregoing, you hereby represent and warrant, without prejudice to any other representations, warranties and/or covenants made under this Agreement: (a) that you are an individual who, or a Legal Entity that, can form legally binding contracts under the laws applicable in your country of residence, or, in the case of a Legal Entity, in its country of formation, incorporation and/or domiciliation; (b) if you are an individual, that you are above the age of 18 or otherwise above the legal age in your country of residence; (c) that all of the information provided by you to us for the purposes of, or in the context of, opening an account with us and/or Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c accessing and/or using our Online Trading Facility (in particular, but without limitation, in your Account Opening Application Form(s)) is correct and current; (d) that you have all necessary rights, power, and authority to enter into this Agreement and to perform the acts required of you hereunder; (e) that you are not a politically exposed person; (f) you are not an employee of a Listed Company. 4.5 We do not accept any trading from clients who are employed by a Listed Company. We reserve the right in such cases, in our sole discretion, to impose any restrictions deem appropriate on your trading account(s), including the immediate termination of our business relationship, and thus, the close-out of any open Transactions and/or Contracts without prior notice and without being obliged to provide you with any explanation or justification. 4.6 To the extent that the Party intending to open an Account with us or intending to access and/or use our Online Trading Facility is a Legal Entity, you represent and warrant that you are legally authorized to bind such Legal Entity for the purposes of this Agreement and/or the services to be provided hereunder, and that your execution and/or acceptance of this Agreement, as provided herein, shall be binding on, and enforceable against, such Legal Entity, for any and all purposes and intents of this Agreement. 4.7 IF ANY OF THE STATEMENTS SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH IS UNTRUE OR INACCURATE WITH RESPECT TO YOU, PLEASE INFORM OUR CLIENT SUPPORT TEAM IMMEDIATELY IN WRITING AND WE SHALL INFORM YOU IF, HOW AND/OR WHETHER YOU MAY CONTINUE TO ACCESS AND/OR USE OUR ONLINE TRADING FACILITY. 4.8 In agreeing to these Terms and Conditions, you authorize us, or agents acting on our behalf to investigate your credit standing and in connection therewith to contact such banks, financial institutions and credit agencies as we shall deem appropriate to verify such information. You further authorize us to investigate any current and past investment activity, and in connection therewith, to contact such, exchanges, broker/dealers, banks, and others as we shall deem appropriate. 5. Experience and Knowledge in Financial Matters 5.1 Furthermore, our Online Trading Facility is available only to, and may only be used by persons who have sufficient experience and knowledge in financial matters to be capable of evaluating the merits and risks of accessing and/or using our Online Trading Facility and entering into Transactions and Contracts via our Online Trading Facility and who have done so without relying on any information contained on, or in our Online Trading Facility and/or otherwise provided by us in relation thereto. 5.2 In accordance with the foregoing, you hereby represent, warrant and covenant, without prejudice to any other representations, warranties and/or covenants made under this Agreement: (a) that you have sufficient experience and knowledge in financial matters to be capable of evaluating the merits and risks of entering into Transactions and/or Contracts via our Online Trading Facility; (b) that you have done so without relying on any information contained on or in our Online Trading Facility and/or otherwise provided by us in relation thereto: (c) that you act as Principal and sole beneficial owner (but NOT as trustee) in entering into this Agreement and/or any Transactions and/or Contracts via our Online Trading Facility; (d) that, regardless of any subsequent determination to the contrary, trading in financial contracts, Transactions and/or Contracts via our Online Trading Facility (and in such other investments as we may from time to time agree) is suitable for you and that you are aware of all risks involved with such Transactions and/or Contracts; (e) that you are willing and financially able to sustain a total loss of funds resulting from any Transactions and/or Contracts entered into via our Online Trading Facility; and (f) that you have read, and fully understood, the “Risk Disclosure Notice” on our Online Trading Facility. 5.3 Without prejudice to any of the foregoing, we shall not be responsible for verifying and/or checking whether you have sufficient knowledge and/or experience for accessing and/or using our Online Trading Facility and/or entering into financial contracts via our Online Trading Facility, nor shall we be responsible for any damages and/or losses incurred by you as a result of insufficient knowledge and/or experience. IF YOU DO NOT QUALIFY, PLEASE DO NOT ACCESS AND/OR USE OUR ONLINE TRADING FACILITY AND INFORM US IN WRITING IMMEDIATELY. 6. Legal Restrictions 6.1 Without limiting any of the foregoing, our Online Trading Facility is NOT available where it is illegal to access Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c and/or use, and we reserve the right to refuse, decline and/or cancel our Online Trading Facility and/or any part or component thereof, at our sole discretion and for any reason, at any time, without being obliged to provide you with any explanation or justification thereof. 6.2 In that regard, you understand that the laws regarding financial contracts vary throughout the world, and that it is your, and only your obligation alone to ensure that you fully comply with any law, regulation or directive, relevant to your country of residency, or, in the case of a Legal Entity, in its country of formation, incorporation and/or domiciliation, with regard to accessing and/or using our Online Trading Facility. For the avoidance of doubt, the ability to access our Online Trading Facility does NOT necessarily mean that our Online Trading Facility, and/or any activities you may undertake through it, is/are legal under the laws, regulations or directives relevant to your country of residency, or, in the case of a Legal Entity, in its country of formation, incorporation and/or domiciliation. IF OUR ONLINE TRADING FACILITY, AND/OR ANY ACTIVITIES YOU MAY UNDERTAKE THROUGH IT, IS/ARE NOT LEGAL UNDER THE LAWS, REGULATIONS OR DIRECTIVES RELEVANT TO YOUR COUNTRY OF RESIDENCY, OR, IN THE CASE OF A LEGAL ENTITY, IN ITS COUNTRY OF FORMATION, INCORPORATION AND/OR DOMICILIATION, PLEASE DO NOT ACCESS AND/OR USE OUR ONLINE TRADING FACILITY AND INFORM US IN WRITING IMMEDIATELY. 6.3 Our Online Trading Facility does NOT constitute, and may NOT be used for the purposes of, an offer and/or solicitation to anyone in any jurisdiction in which such offer and/or solicitation is not authorized, and/or to any person to whom it is unlawful to make such an offer and/or solicitation. Access to and/or use of our Online Trading Facility, and the offering of financial contracts via our Online Trading Facility, may be restricted in certain jurisdictions, and, accordingly, users accessing our Online Trading Facility are required to inform themselves of, and to observe, such restrictions. IMPORTANT NOTE: WE DO NOT ACCEPT ANY TRADING FROM CLIENTS RESIDING IN THE UNITED STATES. WE RESERVE THE RIGHT TO IMPOSE ADDITIONAL REQUIREMENTS OR PRE-CONDITIONS TO ACCEPT CLIENTS RESIDING IN OR FROM SPECIFIC COUNTRIES AT ANY TIME AND AT OUR SOLE AND EXCLUSIVE DISCRETION, WITHOUT BEING OBLIGED TO PROVIDE ANY EXPLANATION OR JUSTIFICATION. 7. Amendments 7.1 We reserve the right to amend, alter, modify, delete or add to any of the provisions of this Agreement at any time and at our sole discretion, without giving any advance or prior notice. 7.2 When these Terms and Conditions are modified (hereinafter referred to as “Changes”) we will post such Changes on our Online Trading Facility and/or otherwise notify you of such Changes. Each such notification shall be deemed as sufficient notice and it is your duty to consult and/or to check regularly this Agreement on our Online Trading Facility regarding any such Changes. Therefore, you should review these pages from time to time so as to ensure that you will be aware of any such Changes. 7.3 All amended terms shall be effective five (5) calendar days after their initial posting on our Online Trading Facility, or as of the first time that you access and/or use our Online Trading Facility after such amendments were made, whichever is sooner. 7.4 Your continued access and/or use of our Online Trading Facility after the publication of any Changes shall be considered as your agreement to such modified Terms and Conditions and shall be governed by those Terms and Conditions, as modified. IF YOU DO NOT WISH TO BE BOUND BY SUCH CHANGES, YOU SHOULD CEASE TO ACCESS AND/OR USE OUR ONLINE TRADING FACILITY AND INFORM US IN WRITING, IMMEDIATELY. 7.5 Some areas or parts of our Online Trading Facility may have different specific terms of access and/or use posted thereon. If there is a conflict and/or discrepancy between these Terms and Conditions and any such specific terms of access and/or use, the latter shall have precedence with respect to your access and/or use of such relevant area or part of our Online Trading Facility. Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c 8. Entire Agreement - Severability 8.1 This Agreement (together with its annexes, appendices, addenda, attachments, schedules and exhibits and/or amendments) represents the entire agreement between you and us concerning the access and use of our Online Trading Facility and it cancels and supersedes all previous arrangements or agreements by and between you and us with respect to the subject matter hereof, superseding any other communications or understandings between you and us, except as determined and/or stated otherwise "in the terms agreed upon by mutual consent of the Parties". 8.2 Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to Applicable Laws, Rules and/or Regulations. Whenever there is any conflict and/or discrepancy between any provision of this Agreement and any present or future applicable statute, law, ordinance or regulation governing the transactions hereunder, the latter shall prevail, but in such event the provision of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. 8.3 Each part of this Agreement is a distinct undertaking. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement, which shall remain in full force and effect and shall in no way be affected or invalidated. 8.4 With respect to the provisions of this Agreement, which are held to be invalid or unenforceable, in whole or in part, the Parties will negotiate in good faith with the intention to replace the void provision with a valid one that in its economic effect complies best with the void provision in a manner consistent with their joint intention as expressed herein and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. 8.5 Without limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law. 9. Definitions 9.1 For the purpose of this Agreement, unless the context otherwise requires, capitalized words and expressions shall have the meanings assigned to them in the defined terms that are set forth in bold and italics: (A) hereinafter, under the heading “Definitions”; and (B) throughout this Agreement: (1) “Account”, when used in this Agreement, unless the context otherwise requires, shall mean, the uniquely assigned account that is created for a client when such client opens a trading account with us; (2) ”Account Detailed Report” or “Account Summary”, when used in this Agreement, unless the context otherwise requires, shall mean a statement of a client’s securities portfolio, open positions, Margin requirements, cash deposit etc., at a specific point in time; (3) “Account Opening Application Form(s)”, when used in this Agreement, unless the context otherwise requires, shall mean the account opening documentation and forms posted on our Online Trading Facility, which need to be completed by prospective clients for the purpose of opening an Account with us; we reserve the right to refuse and/or decline your account opening application(s), at our sole discretion and for any reason, without being obliged to provide any explanation or justification; (4) “Agent”, when used in this Agreement, unless the context otherwise requires, shall mean an individual person or legal entity undertaking a transaction on behalf of another individual person or legal entity, but in his/its own name; (5) “Authorized Person”, when used in this Agreement, unless the context otherwise requires, shall mean a person authorized by a client under a limited power-of-attorney, in accordance with these Terms and conditions, to represent such client and give instructions to us; (6) “Act”, when used in this Agreement, unless the context otherwise requires, shall mean, the International Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c Financial Services Commission Act, Chapter 272, as the same may be modified and amended from time to time; (7) “Affiliate” , when used in this Agreement, unless the context otherwise requires, shall mean any entity or person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such company or person; for purposes of this definition, the term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to a company or person in this Agreement, shall mean the possession, directly or indirectly through one or more intermediaries, of the power to direct or cause the direction of management policies of such company or person, whether through ownership of voting securities or otherwise; (8) “Agreement”, when used herein, unless the context otherwise requires, shall mean this Agreement, inclusive of all of its annexes, appendices, addenda, attachments, schedules and exhibits and amendments, as the same may be in force from time to time and modified or amended from time to time; (9) “Anti-Money Laundering (“AML”) Legislation”, when used in this Agreement, unless the context otherwise requires, shall mean, collectively, Money Laundering and Terrorism (Prevention) Act 2008 and the Money Laundering (Prevention) Regulations 1998, as the same may be in force from time to time and modified or amended from time to time; (10) “Applicable Laws and Regulations”, when used in this Agreement, unless the context otherwise requires, shall mean, collectively, (A) the International Financial Services Commission Act, Chapter 272, (B) the International Financial Services Practitioners (Code of Conduct) Regulations 2001, (C) the International Financial Services Commission (Licensing) Regulations 2007 (D) the Accounting Records (Maintenance) Act 2013, (E) the International Financial Services Licensing Procedures as well as (F) any other rule or regulation of a relevant governmental and/or regulatory authority, the rules of any relevant investment exchange and/or any other relevant applicable local, state, federal and international laws, rules and regulations of the countries, jurisdictions in which either one of the Parties is residing, or, in the case of a Legal Entity is formed, incorporated, domiciliation and/or doing business, as the same may be in force from time to time and modified or amended from time to time; (11) “Associate”, when used in this Agreement, unless the context otherwise requires, shall mean an undertaking in the same corporate group as us, a Representative whom we or an undertaking in the same group as us may appoint, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them; (12) “Balance”, when used in this Agreement, unless the context otherwise requires, shall mean the balance of a client’s Account after the last Account transaction(s) made, within any given period of time; (13) “Business Day”, when used in this Agreement, unless the context otherwise requires, shall mean any calendar day (except any Saturday or Sunday), beginning at 00:00 GMT + 2 and ending at 23:59 GMT + 2, on which banks in Belize are open for business; (14) “CFD Contract” or “CFD(s)”, when used in this Agreement, unless the context otherwise requires, shall mean a contract which is a ‘contract for differences’ by reference to fluctuations in the price of the relevant underlying security or index; trading in CFDs is trading on the outcome of the price of an underlying exchange instrument (e.g. an equity, currency or futures), whereby such trading does not occur on a recognized or regulated “exchange”; trading in CFDs is not subject to delivery of the underlying exchange instrument and/or any other interest; accordingly, the result of trading in CFDs is the difference between sell and buy CFD transactions only; (15) “Client” or “client”, when used in this Agreement, unless the context otherwise requires, shall mean “you” or “your” and, in more general terms, any person (A) who is interested in Transactions and/or Contracts, (B) who enters or has entered our Online Trading Facility, and/or (C) who has submitted to us all required Account Opening Application Form(s) - including in each instance, without limitation, an original certified unexpired government-issued identification evidencing nationality, residence and bearing a photograph (e.g., driver’s license, passport, Government residency card, or similar identification), and a valid recent official utility (water, gas, electricity, etc.) bill or bank statement, in each instance not more than three (3) months old, showing name and address, as required under any relevant Anti-Money Laundering (“AML”) Legislation, obligations and/or procedures applicable to us, and whom has been accepted as a client by us in accordance Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c with the terms of this Agreement, in the manner set forth herein, and to whom Services will be provided by us; (16) “Collateral”, when used in this Agreement, unless the context otherwise requires, shall mean any securities or other assets deposited with us as a continuing security and collateral for the payment and discharge of all obligations owing to us in relation to any Services provided by us under and/or pursuant to this Agreement; (17) “Commission, Charges & Margin Schedule”, when used in this Agreement, unless the context otherwise requires, shall mean the schedule of commissions, charges, Margin, interest and other rates which at any time may be applicable to our Services as determined by us on a current basis; the Commission, Charges & Margin Schedule is available on our Online Trading Facility and may be supplied separately on demand; (18) “Conflict of Interest Policy”, when used in this Agreement, unless the context otherwise requires, shall mean our prevailing policy regarding conflicts of interest, which is posted on our Online Trading Facility and may be supplied separately on demand and it is hereby mentioned by reference. (19) “Contract”, when used in this Agreement, unless the context otherwise requires, shall mean any contract, whether oral or written, for the purchase or sale of any commodity, security, currency or any other supported security or property, including, without limitation, any derivative contracts, such as CFDs or other transactions related thereto, entered into by and between us and our client(s); (20) “Counterpart(y)ies”, when used in this Agreement, unless the context otherwise requires, shall mean banks and/or brokers through whom we may cover our transactions and/or Contracts with client(s); (21) “Credit Limitation”, when used in this Agreement, unless the context otherwise requires, shall mean the existence of a restriction on the ability to trade with a Client based on our credit exposure/Margin requirements towards such client; (22) “Credit Support Provider”, when used in this Agreement, unless the context otherwise requires, shall mean any person who has entered into any guarantee, hypothecation, agreement, Margin or Security agreement in our favour, in respect a client’s obligations under this Agreement; (23) “FSC Rules”, when used in this Agreement, unless the context otherwise requires, shall mean all applicable regulations and circulars issued by the “Financial Services Commission” or “FSC” in the framework and context of the authority it has been granted under the Act, as the same may be in force from time to time and modified or amended from time to time; (24) “Dealable Quote”, when used in this Agreement, unless the context otherwise requires, shall mean a Price Quote that by its terms is capable of being used for the purpose of effecting a Transaction and/or Contact; (25) “Deal Request”, when used in this Agreement, unless the context otherwise requires, shall mean an electronic message sent by the client via our online Trading Facility, requesting us to enter into a purchase Transaction or sale Transaction at our prevailing Price Quote for such Transaction and/or Contract, as displayed on our Online Trading Facility; (26) “Deal Response”, when used in this Agreement, unless the context otherwise requires, shall mean, with respect to a particular Deal Request sent by a the client to us via our Online Trading Facility, an electronic message sent by us to such client via our Online Trading Facility, acknowledging receipt of the Deal Request and confirming, whether or not we have agreed to accept the terms of the Deal Request submitted by the client and, as the case may be, acknowledging the execution of a purchase Transaction or sale Transaction requested by the client by means of his/her/its Deal Request; (27) “Deposit(s)", when used in this Agreement, unless the context otherwise requires, shall mean the funds deposited and/or transferred by clients into their Account(s) with us; (28) “Durable Medium”, when used in this Agreement, unless the context otherwise requires, shall mean any instrument which enables clients to store information in a way accessible for future reference for a period of time adequate for purposes of the information and which allows the unchanged reproduction of the information Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c stored; (29) “Effective Date”, when used in this Agreement, unless the context otherwise requires, shall mean the date on which this Agreement enters into effect, as indicated on the confirmation e-mail sent by us to a client, indicating that such client’s Account Opening Application Form(s) has/have been accepted; (30) “Electronic Messaging”, when used in this Agreement, unless the context otherwise requires, shall mean any form of electronic communication we use to communicate with our clients about our Online Trading Facility (including, without limitation, with reference to any Transaction(s) or Contract(s) entered into via our Online Trading Facility), including, but not limited to, electronic mail, whether or not within the framework of our Online Trading Facility itself and/or within the Online Trading Facility’s mailbox(es); (31) “Electronic Services”, when used in this Agreement, unless the context otherwise requires, shall mean a service provided by us, for instance, an internet trading service offering clients access to information and trading facilities, via an internet service, a WAP service and/or other electronic Order routing system; (32) “Electronic Trading Platform(s)”, when used in this Agreement, unless the context otherwise requires, shall mean the online electronic trading platform(s) that is/are made available by us to our clients for placing Orders, requesting Price Quotes for Transactions and/or Contracts, receiving price information and market related news as well as having a real- time revaluation of their open positions, through the Internet, where Transactions and/or Contracts in securities can be processed through Deal Requests and Deal Responses, Settlement/Trade Confirmations can be issued, Accounts can be managed and historical data can be stored and managed; (33) “Equity”, when used in this Agreement, unless the context otherwise requires, shall mean the “capital value” of an Account at the present time; it is calculated by (a) taking the total value of all open positions relating to the Transactions and/or Contracts generated through the Account, adjusted with all ‘Floating Profit/Loss’ and with all relevant ‘rollover rates’ and/or ‘swaps’, and by adding that value to the Account Balance; (34) “Event of Default”, when used in this Agreement, unless the context otherwise requires, shall have the meaning given to this term in clause 90 hereinafter; (35) “Exchange” or “Stock Exchange”, when used in this Agreement, unless the context otherwise requires, means any securities exchange, clearing house, self-regulatory organisations, alternative trading system, organised trading facility, or Multilateral Trading Facility as the context may require from time to time; (36) “Fraud Traffic”, when used in this Agreement, unless the context otherwise requires, shall mean Deposits or traffic generated towards our Online Trading Facility through illegal means or in bad faith to defraud the system, regardless of whether or not it actually causes us any harm; Fraud Traffic shall include, but shall not be limited to, spam, false advertising and deposits generated on stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions (including, without limitation, “sniping” or “scalping” hereinafter, collectively, referred to as “arbitrage”, ‘cash back arbitrage’, ‘interest arbitrage and/or ‘churning’), offers to share commission(s) or bonuses directly or indirectly with traders, and any other unauthorized use of any third party accounts, copyrights or trademarks; (37) “Floating Profit/Loss”, when used in this Agreement, unless the context otherwise requires, shall mean the unrealized profit (loss) of open positions relating to Transactions and/or Contracts in supported securities, generated through an Account at current prices of the underlying securities (currencies, contracts or stocks, equity indexes, precious metals or any other commodities) available for trading; (38) “Free Margin”, when used in this Agreement, unless the context otherwise requires, shall mean the funds not used as guarantee to open positions relating to Transactions and/or Contracts entered into through an Account; it is calculated by taking the Equity in the Account and subtracting the Margin required to open positions relating to Transactions and/or Contracts entered into through the Account; (39) “Indicative Quote”, when used in this Agreement, unless the context otherwise requires, shall mean a Price Quote other than a Dealable Quote; Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c (40) “Intellectual Property Assets”, when used in this Agreement, unless the context otherwise requires, shall mean: (a) our Online Trading Facility; (b) our services; (c) any other of our platforms or software (including, without limitation, demos and any relevant system documentation and/or users' manuals); (d) this Agreement; (e) the Price Quotes we provide; and/or (f) any Pricing Data or other information transmitted via our Online Trading Facility or otherwise, including, without limitation, all Intellectual Property Rights, directly or indirectly pertaining thereto; (41) “Intellectual Property Rights”, when used in this Agreement, unless the context otherwise requires, shall mean all intellectual property rights such as; patents, trademarks, service marks, word marks, copyrights, database rights, topography rights, industrial design, know-how, trade secrets, trade names, logos, designs, symbols, emblems, insignia, slogans, marketing materials and other identifying materials, in all forms whether or not registered or capable of registration and any other rights relating to intellectual property in accordance with and/or under and/or pursuant to Applicable Laws, Rules and Regulations; (42) “Inside Information”, when used in this Agreement, unless the context otherwise requires, shall mean non-published information which is likely to have a noticeable effect on the pricing of a Transaction and/or Contract if it was made public; (43) “Introducing Broker”, when used in this Agreement, unless the context otherwise requires, shall mean a financial institution or advisor which may be remunerated by us and/or our clients for referring of clients to us and/or for the provision of advice to such clients and/or execution of such clients’ Transactions and/or Contracts towards us; (44) “Instructions to Deal”, means an instruction by you for us to Buy or Sell any Instrument on your behalf including, for the avoidance of doubt, an Order on Shares; (45) “Listed Company”, when used in this Agreement, unless the context otherwise requires, shall mean a company whose securities are listed on a recognized Stock Exchange / regulated market; (46) “Margin”, when used in this Agreement, unless the context otherwise requires, shall mean the necessary guarantee funds to open positions relating to Transactions and/or Contracts entered into through an Account, as determined in and/or required under the ‘Spreads and Conditions Schedule’ posted on our Online Trading Facility; (47) “Margin Call”, when used in this Agreement, unless the context otherwise requires, shall mean a mandatory request issued by us to increase the Margin deposited in a client’s Account in order to secure the open positions relating to Transactions and/or Contracts entered into through an Account; when the Margin posted in an Account is below the minimum Margin requirement, we may, but shall have no obligation whatsoever, issue a Margin Call and in this case the client will have to either increase the Margin that he/she has deposited in his/her Account, or to close out his/her position(s); if the client does not do any of the aforementioned and the Account reaches the defined Stop-out Level, we shall be entitled to close all open positions relating to the Transactions and/or Contracts entered into through the Account; in that regard, it should be noted that our Online Trading Facility operates with an automated risk monitoring, Margin Call and Stop-out facility designed to monitor the overall utilization of clients’ available collateral in support of our prevailing Margin and cash funding requirements for the Transactions and/or Contracts they are entering into via our Online Trading Facility; using this automated risk monitoring, Margin Call and Stop-out facility, we will, unless otherwise stated, apply initial, maintenance or close out Margin call at the prevailing Margin Call or Stop-out levels, as stated from time to time on our Online Trading Facility; (48) “Margin Call Level”, when used in this Agreement, unless the context otherwise requires, shall mean the Margin Level required to maintain your open positions, which is currently set at 50% of the Margin required to maintain your open positions; accordingly, if the equity in your Account drops to 50% of the Margin Level required to maintain your open positions, you will receive a Margin Call; this is a warning message that the equity in your Account is not enough to support your open positions; at this point, you will not be able to take any new position and you will have the option to deposit sufficient money in order to maintain your open positions or to close out some or all of your position(s); when you have losing positions, your Margin Level will go down and may become close to the Margin Call Level; when you have winning positions, your Margin Level will go up and the Margin Call Level may become more remote; Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c (49) “Margin Level”, when used in this Agreement, unless the context otherwise requires, shall mean an index calculated as follows: Equity/Margin; (50) “Margin Trade”, when used in this Agreement, unless the context otherwise requires, shall mean a Transaction and/or Contract opened and maintained based on a Margin deposit, as opposed to a Transaction and/or Contract based on a purchase price; (51) “Market”, when used in this Agreement, unless the context otherwise requires, shall mean any regulated market, or multilateral trading facility on which Underlying Securities are being traded; (52) “Market Disruption”, when used in this Agreement, unless the context otherwise requires, shall mean, with respect to any Security, the occurrence of any event or condition which in our good faith opinion has a (a) material influence on the liquidity of, or volatility of foreign exchange rates for, the relevant Underlying Security; (b) material influence on the settlement of transactions in relevant Underlying Securities and, therefore, on the settlement of related Securities; or (c) impairs our ability to provide Price Quotes which reflect the supply and demand for relevant Security, due to the fact that the settlement of the relevant Underlying Securities is impaired; Market Disruption shall include but not be limited to, the imposition by any government authority, central bank or multinational organization of material restrictions or limitations on the trading, transfer or settlement of transactions in any Underlying Security(ies) (such as, the imposition of price controls, currency exchange controls, mandatory exchange rates with respect to a particular Underlying Security or a Force Majeure Event), which have or may have a material influence on the settlement of Transactions and/or Contracts in related Securities; (53) “Market Maker”, when used in this Agreement, unless the context otherwise requires, shall mean a professional participant in the financial markets who continuously quotes both a buy and a sell price in Securities or commodities held in inventory in order to buy and sell respectively in the event of interested clients, hoping to make a profit on the bid-offer spread, or turn; as such, market makers are net sellers of an option to be adversely selected at a premium proportional to the trading range at which they are willing to provide liquidity; being a Market Maker, we are the client’s immediate counterpart in relation to any Transaction and/or Contract entered into by a client via our Online Trading Facility; (54) "Market Rate", when used in this Agreement, unless the context otherwise requires, shall mean, at any given time, the rate conclusively determined (in the absence of manifest error) by a Party to be the market rate available to that Party in the Market at such time for the purchase of a specified Security, with a second specified Security for delivery on a specified date; (55) “Market Rules”, when used in this Agreement, unless the context otherwise requires, shall mean the rules, regulations, customs and practices from time to time of any exchange, clearing house or other organization or market involved in the conclusion, execution or settlement of purchase and/or sale transactions in Securities, and/or any exercise by any such exchange, clearing house or other organization or market of any power or authority conferred on it; (56) “Netting Transaction”, when used in this Agreement, unless the context otherwise requires, shall mean a transaction which is intended to be subject to the clauses entitled “Netting” hereinafter, and for such purposes is identified as a “Netting Transaction” herein or by its own terms; (57) “Non-Professional User”, when used in this Agreement, unless the context otherwise requires, shall mean a person who: (a) subscribes to our Online Trading Facility as a private individual and in a personal capacity; (b) is not currently registered or qualified as a professional securities trader, investment adviser or investment manager with any national or state exchange, regulatory authority, professional association or recognised professional body; (c) does not currently act in any professional capacity as a securities trader, an investment adviser or an investment manager whether or not he has at some time been qualified to do so; and (d) uses the Online Trading Facility solely in relation to the management of his own personal funds and not as a trader to the public or for the investment of corporate funds; (58) “Online Trading Facility”, when used in this Agreement, unless the context otherwise requires, shall mean, collectively and/or individually, as the context requires, all website(s), Electronic Trading Platform(s), Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c software and/or services provided by us, from time to time under and/or pursuant to the Terms of this Agreement; (59) “Order” when used in this Agreement, unless the context otherwise requires, shall mean a client’s Order to enter into a Transaction and/or Contract in respect of a particular Security on conditions stipulated in the Order; by default, an Order is unlimited (“GTC – Good Till Cancel”), but we and/or the client may define the time of expiration of the Order; basic types of Order include the following: (a) a “Market Execution Order” which is an Order instantly executed against a price that we have provided via our Online Trading Facility; the following features may be attached to a ‘Market Execution Order’: (i) ‘Stop Loss’ (an Order to close a previously opened position at a price less profitable than the price at the time of placing the limitation) is an Order to limit losses, whereas (ii) ‘Take Profit’ (an Order to close a previously opened position at a price more profitable than the price at the time of placing the limitation) is an Order to limit profits; and (b) a “Pending Order”, which is an Order to be executed at a later time at the price specified in the Order; we will monitor a ‘Pending Order’ and when the price provided by us reaches the price specified in the Order, the Order will be executed at the best available price as per our Order Execution Policy; the following types of Pending Orders are available: (i) ‘Buy Limit’ (an Order to purchase a Security at or below a specified price; it is triggered when the market price touches or goes below the ‘buy limit’ price), (ii) ‘Buy Stop’ (an Order to buy a Security, which is entered at a price above the current offering price; it is triggered when the market price touches or goes through the ‘buy stop’ price); (iii) ‘Sell Limit’ (an Order to sell a Security at a specified price or better; it is triggered when the market price touches or goes through the ‘sell limit’ price); and (iv) ‘Sell Stop’ (an Order to sell a Security when it reaches a certain price; it is triggered when the market price touches or goes below the ‘sell stop’ price); the following features may also be attached to any ‘Pending Order’: (i) ‘Stop Loss’ and/or (ii) ‘Take Profit’; (60) “Order on Shares” when used in this Agreement, unless the context otherwise requires, shall mean a client’s Order to enter into a Transaction and/or Contract in respect to Shares supported by the relevant Exchange that we make available to you; (61) “Order Execution Policy” when used in this Agreement, unless the context otherwise requires, shall mean our prevailing policy posted on our Online Trading Facility regarding best execution when executing client Orders; our Order Execution Policy is part of our Terms and Conditions of Business, which is a contractually binding agreement between us and our clients, and is incorporated herein by reference; it shall be applicable to all transactions between us and our clients, to the extent that it does not impose and/or does not seek to impose any obligations on us which we would not otherwise have, but for the Act; (62) “Over-the-Counter” or “OTC”, when used in this Agreement, unless the context otherwise requires, shall refer to ‘Over- the-Counter’ trading (not on a regulated “exchange”, or “off-exchange”); any Transaction and/or Contract concerning a commodity, security, currency or other Security or property, including any option, future, or CFD, which is NOT traded on a regulated stock or commodity exchange, but is traded “over-the-counter”, whether through a Market Maker, as described hereinabove, or otherwise; (63) “Party”, when used in this Agreement, unless the context otherwise requires, shall refer to us and/or our Client(s), as the case may be, as it appears from the context in which this term is used in this Agreement; we and our Client(s) may, collectively, be referred to in this Agreement as the “Parties”; (64) “Person”, when used in this Agreement, unless the context otherwise requires, shall mean an individual, corporation, partnership, trustee, trust, regulatory body or agency, government or governmental agency or entity (however designated or constituted), or any unincorporated organization; (65) “Personal Data”, when used in this Agreement, unless the context otherwise requires, shall mean and, collectively, include any information relating: (i) to an identified or (ii) to a directly or indirectly identifiable, natural or legal Person, including, but not exclusively, any data on us, our employees, directors, shareholders, prospects, contacts and/or suppliers and and/or our client(s); (66) “Personal Data Protection Legislation”, when used in this Agreement, unless the context otherwise requires, shall mean, the Data Protection Act 1998, as the same may be in force from time to time and modified or amended from time to time or the General Data Protection Regulation (679/2016) when enters into force, as may this be amended from time to time; (67) “Pip(s)”, when used in this Agreement, unless the context otherwise requires, shall mean the smallest numerical value of a Price Quote (the last digit to the right of the decimal point); ‘Pip’ value can be either fixed Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c or variable depending on the currency pair (e.g. the pip value for EUR/USD is always $10 for standard lots, , and $0.10 for micro lots); the term “Pip(s)” is synonymous and interchangeable and may be used in this Agreement in an interchangeable way with the terms “Point(s)” and “Tick(s)”; “fractional pip” pricing includes an extra decimal place in the price Quote, which means that the Price Quotes are more precise; (68) “Pricing Data”, when used in this Agreement, unless the context otherwise requires, shall mean all pricing data generated by the pricing engine integrated in our Online Trading Facility and fed to our Online Trading Facility on a real time/delayed/end of day/historical basis, specifying the market prices of the Supported Securities traded on our Online Trading Facility; (69) “Price Quote(s)” or “Quote(s)", when used in this Agreement, unless the context otherwise requires, shall mean an electronic message disseminated via our Online Trading Facility containing a ‘Transactional Ask Price’ and a ‘Transactional Bid Price’ as well as other parameters such as indication of whether the Price Quote is considered as a ‘Dealable Quote’ or an ‘Indicative Quote’; the message update frequency on our Online Trading Facility may be changed at our sole discretion; (70) “Principal”, when used in this Agreement, unless the context otherwise requires, shall mean the individual person or the legal entity which is a party to a transaction (including, without limitation, these Terms and Conditions, Transactions, Contracts and or any other legally binding obligations, terms contracts and/or agreements); (71) “Privacy Polic(y)ies”, when used in this Agreement, unless the context otherwise requires, shall mean the “Privacy Policy” published on our website(s); (72) “Prohibited Software”, when used in this Agreement, unless the context otherwise requires, shall mean any software that gives traders an unfair advantage; items that fall into this category shall include, but shall not be limited to, specialized software programs that are designed to exploit possible price latencies on our Online Trading Facility or that allow for the use of technological and/or algorithmic trading pattern that are aimed at exploiting price latency arbitrage opportunities on our Online Trading Facility as further specified, without limitation, in clause 60 hereinafter; (73) “Representative(s)”, when used in this Agreement, unless the context otherwise requires, shall mean directors, officers, employees, lawyers, advisers, agents, licensees or other authorized representatives; (74) “Rollover Fee(s)/Swap(s)“, when used in this Agreement, unless the context otherwise requires, shall mean the interest added to or deducted from a client’s Account for rolling over (holding/transferring) open positions relating to Finance Transactions generated through an Account, to the next day; Rollover Fee/Swap rates are calculated as the overnight interest rate differential between the two currencies on which the position is held depending on the position type [Buy (Long) / Sell (Short)]; Rollover Fees/Swaps are charged on the client’s Account only on the positions kept open to the next trading day; Rollover Fees/Swaps are calculated and applied on every trading night; although there is no rollover on Saturdays and Sundays when the markets are closed, banks still calculate interest on any position held over the weekend; to level this time gap, we apply a 3-day rollover strategy. Particularly, for CFDs on currencies and precious metals night rollover/swaps are charged at a triple rate on Wednesdays, whilst for CFDs on cash indices, cash energies, cryptos and stocks a triple rate is charged on Fridays; please note that Rollover Fees/Swap rates are subject to change at our sole discretion; (75) “Security (ies)”, when used in this Agreement, unless the context otherwise requires, shall have the meaning as set out in Schedule 1 of the Act and shall include any other instruments prescribed to be securities for the purposes of the Act; (76) “Services”, when used in this Agreement, unless the context otherwise requires, shall mean the services to be provided by us to our client(s) construed by these Terms and Conditions; the term “Services” shall be inclusive of any dealing, Order routing, advisory or other services, which we provide from time to time to our client’s by remote access to our Online Trading Facility via the Internet and which are subject to these Terms and Conditions; (77) “Settlement Confirmation” or “Trade Confirmation” or “Settlement/Trade Confirmation”, when used Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c in this Agreement, unless the context otherwise requires, shall mean a notification from us to a client confirming the client’s entry into a Transaction and/or Contract; (78) “Shares”, when used in this Agreement, unless the context otherwise requires, shall mean physical shares admitted to trading on a regulated market or a multilateral trading facility; (79) “Spreads and Conditions Schedule”, when used in this Agreement, unless the context otherwise requires, shall mean the schedule of spreads, charges, Margin, interest and other rates which at any time may be applicable to our Services, as determined by us on a current basis; the Spreads and Conditions Schedule is available on our Online Trading Facility and may be supplied to our clients on demand; (80) “Spyware”, when used in this Agreement, unless the context otherwise requires, shall mean a type of malware that can be installed on computers, and which collects small pieces of information about users without their knowledge; the presence of spyware is typically hidden from the user, and can be difficult to detect; typically, spyware is secretly installed on the user's personal computer; (81) “Stop-out”, when used in this Agreement, unless the context otherwise requires, shall mean the situation where, because of the equity in an Account reaches the Stop-out Level (i.e. drops below the Margin Level required to maintain open positions – see below) or because the equity of a hedged Account has entered into a negative territory, our Online Trading Facility will start automatically to close trading positions (starting from the least profitable position and until the Margin Level requirement is met) in order to prevent further account losses into the negative territory; (82) “Stop-out Level”, when used in this Agreement, unless the context otherwise requires, shall mean the level of equity in an Account where our Online Trading Facility will start automatically to close trading positions (starting from the least profitable position and until the Margin Level requirement is met) in order to prevent further account losses into the negative territory; for all trading accounts the Stop-out Level is equal to 20% of the Margin Level required to maintain open positions; (83) “Supported Financial Instruments”, when used in this Agreement, unless the context otherwise requires, shall mean the Financial Instruments for which we provides quotations via the Online Trading Facility, i.e., contracts for differences, spot or forward contracts of any kind in relation to any commodity, metal, financial instrument (including any security), currency, interest rate, index or any combination thereof, as well as and/or any other derivative financial instrument on which we both agree, in this Agreement, or otherwise "in the terms agreed upon by mutual consent of the Parties"; we reserve the right to modify the Supported Financial Instruments quoted through our Online Trading Facility at any time without prior notice, without being obliged to provide you with any explanation or justification; (84) “System Disruption(s)”, when used in this Agreement, unless the context otherwise requires, shall mean the occurrence of any event which in our good faith opinion materially prevents or limits our ability or our clients’ ability from accurately and completely (i) distributing or receiving ‘Price Quotes’, ‘Deal Requests’ or ‘Deal Responses’; or (ii) recording or maintaining the terms of any Transactions and/or Contracts; or (iii) entering into related hedging transactions on an automated basis; (85) “Terms”, when used in this Agreement, unless the context otherwise requires, shall mean these Terms and Conditions governing our clients’ relationship with us; (86) “Transaction”, when used in this Agreement, unless the context otherwise requires, shall mean any transaction subject to this Agreement, and shall include, without limitation: (a) transactions in Supported Securities (including, without limitation, contracts for differences, spot or forward contracts of any kind in relation to any commodity, metal, financial instrument (including any security), currency, interest rate, index or any combination thereof); (b) transactions, which are matched with any such Supported financial Instruments (including, without limitation, contracts for differences, spot or forward contracts of any kind in relation to any commodity, metal, financial instrument (including any security), currency, interest rate, index or any combination thereof); (c) any other transaction which we both agree, in this Agreement, or otherwise "in the terms agreed upon by mutual consent of the Parties", (d) the partial or full fill of your Instruction to Deal shall be a Transaction; (87) “XM” or “we” or “our” or “us”, when used in this Agreement, unless the context otherwise requires, shall mean our Online Trading Facility and its operator, XM Global Limited, a Securities Service Provider in Belize formed under the laws of Belize and regulated by and registered with the Financial Services Commission Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c (“FSC”), having its registered office at Suite 101, 63 Eve Street, Belize City, Belize and any of its designated and permitted successors, assigns and those of its subsidiaries and affiliates that are identified further in this Agreement; (88) “XM’ Website(s)” or “the XM Website(s)” or our “Website(s)”, when used in this Agreement, unless the context otherwise requires, shall mean the Website(s), which is/are privately labelled, owned and hosted by us, including, without limitation, the Website(s), which is/are privately labelled, owned and hosted by us at the following URL: www.xm.com and any related sub-domains, which is/are designed to attract and solicit and obtain online registrations from prospective, new clients and/or business partners who are interested in Transactions and/or Contracts, and their respective related pages; (89) “Transactional Ask Price” or “Ask Price”, when used in this Agreement, unless the context otherwise requires, shall mean the price rate at which a contract for the purchase of a Supported Security can be entered into via the Online Trading Facility; the “Transactional Ask Price” or “Ask Price” is the price at which the market is willing to sell a certain Security; it is the price that is set for the buying of a Security when an Order to enter into a Contract for the purchase of a Supported Security is placed via our Online Trading Facility; (90) “Transactional Bid Price” or “Bid Price”, when used in this Agreement, unless the context otherwise requires, shall mean the price rate at which a contract for the sale of a Supported Security can be entered into via the Online Trading Facility; the “Transactional Bid Price” or “Bid Price” is the price at which the market is willing to buy a certain Security; it is the price that is set for the selling of a Security when an Order to enter into a Contract for the sale of a Supported Security is placed via our Online Trading Facility; (91) “Underlying Market”, when used in this Agreement, unless the context otherwise means an Exchange, Market Maker, and/or other similar body on which an Instrument is traded or trading as the context requires. 10. Interpretation 10.1 Any reference in this Agreement and its annexes, appendices, addenda, attachments, schedules and exhibits to a document being "in the terms agreed upon by mutual consent of the Parties" shall mean, unless the context otherwise requires, that document in the terms mutually agreed upon by and between the Parties and for the purposes of identification and documentation thereof signed by each of the Parties, or such other terms as may be agreed upon by mutual agreement of the Parties and executed by each of the Parties in writing in substitution therefor. 10.2 In this Agreement and its annexes, appendices, addenda, attachments, schedules and exhibits, unless the context otherwise requires, references to any provision shall include such provision as from time to time amended, whether before, or on (in the case only of re-enactment or consolidation without substantive amendment) after the Effective Date, and shall be deemed to include provisions of earlier legislation which have been re-enacted (with or without modification) or replaced (directly or indirectly) by such provision, and shall further include all statutory instruments or Orders from time to time made pursuant thereto. 10.3 In this Agreement and its annexes, appendices, addenda, attachments, schedules and exhibits, unless the context otherwise requires: (a) the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa; (b) references to persons shall include individuals, bodies’ corporate, un-incorporated associations and partnerships; (c) the headings are inserted for convenience only and shall not affect the construction and interpretation of this Agreement; (d) references to recitals, clauses and annexes, schedules and exhibits and any subdivisions thereof, unless a contrary intention appears, shall be to the recitals, clauses and annexes, schedules and exhibits and subdivisions of this Agreement. 10.4 The annexes, appendices, addenda, attachments, schedules and exhibits and the Pre-amble and Recitals set forth hereinabove form an integral part of this Agreement and shall be construed as having the same full force and effect as if they would be expressly set forth in the body of this Agreement. 10.5 Unless the context otherwise requires, any reference in this Agreement to a “document” shall be construed to include any ‘electronic’ document. 10.6 Where any form of the word “including” appears in this Agreement, it will be interpreted as if followed by the phrase “without limitation”, unless the context requires otherwise. Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c 10.7 Where any form of the word “Online Trading Facility” appears in this Agreement, it will be interpreted as if followed by the phrase “and/or any component or part thereof”, unless the context requires otherwise. 10.8 Where any of the words “purchase” and/or “sale” and/or “buy” and/or “sell” appear in this Agreement, unless the context otherwise requires, they will be read and construed as technical terms only, as this Agreement does NOT envisage the transfer of title to any Financial Instruments (“delivery”) traded hereunder. 10.9 Whenever reference is made in this Agreement to ‘us’ or ‘we’, such reference shall be deemed to include, where appropriate, unless the context requires otherwise, to our directors, officers, shareholders, partners, members, employees, Agents, third party service providers, Representatives and/or Affiliates (together our “Associates”). Tel: +501 223 6696, +501 227 9421 | Email: [email protected] | Web: www.xm.com Address: Suite 101, 63 Eve Street, Belize City, Belize c Chapter B: Access and Use of Our Online Trading Facility 11. Limited License to Access and Use Our Online Trading Facility 11.1 Subject to the Terms and Conditions set forth herein, we hereby grant you a non-exclusive, revocable, non-transferable, limited and personal license (which is incapable of sub-license or transfer by you, without our express prior and written agreement) to access and use our Online Trading Facility (the "License") in accordance with these Terms. This license is conditioned on your continued compliance with the Terms and Conditions set forth in this Agreement. Before we grant you access to or Online Trading Facility, you will already need to be (and be accepted as) a client of ours and to have opened an Account with us. These Terms supplement and form part of the Account Opening Application Form(s). If there is a conflict between these Terms and the terms of the Account Opening Application Form(s), these Terms will prevail regarding our Online Trading Facility. 11.2 We may be required by a Third Party Service Provider to require you to comply with additional restrictions on your access and/or usage of our Online Trading Facility. You agree that yo

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