Client Agreement

1. Introduction

This Client Agreement (the "Agreement") is entered into between:

LEVELS Ltd., an International Business Company incorporated under the laws of Saint Lucia under registration number 2024-00069, with its registered office situated at Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros Islet, Saint Lucia (hereinafter referred to as the "Company", "Levels", "we", "our" or "us"); and The individual or legal entity whose application for a trading account has been accepted by the Company (hereinafter referred to as the "Client", "you" or "your").

The Company and the Client are hereinafter collectively referred to as the "Parties" and individually as a "Party".

2. Purpose of This Agreement

This Agreement governs the relationship between the Company and the Client in connection with:

• The opening and maintenance of one or more trading accounts;
• The provision of online trading services by the Company;
• Transactions in Contracts for Difference ("CFDs") and any other financial products offered by the Company from time to time;
• The use of the Company's trading platforms, websites, systems, applications and related services.

By applying for, accessing, or using any service provided by the Company, the Client confirms that he, she or it has read, understood, accepted and agreed to be bound by this Agreement and all documents incorporated herein by reference.

3. Documents Forming Part of This Agreement

The following documents, as amended from time to time, form an integral part of this Agreement and shall be read together with it:

• Risk Disclosure and Warning Notice;
• Best Interest and Order Execution Policy;
• Client Categorisation Policy;
• Anti-Money Laundering and Counter-Terrorist Financing Policy;
• Abuse and Market Manipulation Policy;
• Privacy Policy;
• Website Terms of Use;
• Complaints Handling Procedure;
• Any trading conditions, notices, schedules, appendices, product specifications, or policies published by the Company from time to time.

In the event of any inconsistency between this Agreement and any supplemental policy, the Company shall determine the applicable interpretation to the extent permitted by law.

4. Acknowledgement

By accepting this Agreement, the Client acknowledges and agrees that:

1. a) Trading in leveraged financial products involves a high level of risk and may result in the loss of all invested capital;
2. b) The Client has carefully reviewed the Company's Risk Disclosure and Warning Notice;
3. c) The Client enters into this Agreement on his, her or its own initiative and not in reliance upon any representation, recommendation or investment advice from the Company;
4. d) The Company does not provide investment advice, portfolio management, tax advice, legal advice, or financial planning services unless expressly agreed in writing;
5. e) The Client is solely responsible for evaluating the suitability of any transaction entered into through the Company.

5. Definitions and Interpretation

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

"Account"

Means the trading account opened and maintained by the Company for the Client through which the Client may access the Company's trading services and conduct transactions.

"Access Credentials"

Means any username, password, authentication code, security token, API key, or any other security information issued by the Company to the Client for accessing the Account, Platform, Website, or Services.

"Applicable Laws"

Means all laws, regulations, directives, rules, orders, regulatory requirements, sanctions, and other legal obligations applicable to the Company, the Client, or the Services from time to time.

"Ask Price"

Means the price at which a Financial Instrument may be purchased by the Client.

"Balance"

Means the total amount of funds held in the Client's Account after the last completed transaction, including deposits, withdrawals, charges, commissions, adjustments, and realized profits or losses.

"Bid Price"

Means the price at which a Financial Instrument may be sold by the Client.

"Business Day"

Means any day on which the Company is open for business, excluding Saturdays, Sundays, public holidays, and any other day designated by the Company as a non-business day.

"Client"

Means the natural person or legal entity who has entered into this Agreement with the Company and whose application for an Account has been approved.

"Client Funds"

Means any funds deposited by the Client with the Company and recorded in the Client's Account.

"Closed Position"

Means a transaction that has been fully executed and no longer remains open.

"Company"

Means LEVELS Ltd., its successors and permitted assigns.

"Contract for Difference" or "CFD"

Means a financial contract between the Company and the Client under which the parties agree to exchange the difference between the opening value and closing value of an underlying asset without transferring ownership of such asset.

"Corporate Action"

Means any event affecting an underlying asset including, without limitation, stock splits, reverse stock splits, mergers, acquisitions, rights issues, dividends, delistings, reorganizations, or similar events.

"Equity"

Means the Balance adjusted by any unrealized profit or loss resulting from open positions.

Equity = Balance + Floating Profit - Floating Loss

"Financial Instrument"

Means any CFD, derivative product, foreign exchange product, commodity, index, metal, cryptocurrency, share CFD, or any other instrument made available by the Company from time to time.

"Floating Profit" / "Floating Loss"

Means any unrealized profit or loss arising from an Open Position.

"Force Majeure Event"

Means any event beyond the reasonable control of the Company including, but not limited to, acts of God, war, terrorism, civil unrest, government action, sanctions, market suspension, exchange closure, communication failure, cyberattack, system failure, liquidity shortage, or extraordinary market conditions.

"Leverage"

Means the ratio by which the Client may control a larger exposure with a smaller amount of margin.

"Margin"

Means the amount of funds required by the Company to open and maintain a position.

"Open Position"

Means any transaction that has not yet been closed or settled.

"Order"

Means any instruction submitted by the Client to buy, sell, open, close, modify, or otherwise transact in a Financial Instrument.

"Platform"

Means any electronic trading platform, software, mobile application, web-based interface, API connection, or trading system provided by the Company.

"Quote"

Means the Bid Price and Ask Price of a Financial Instrument at a specific moment.

"Services"

Means the services provided by the Company under this Agreement.

"Spread"

Means the difference between the Bid Price and Ask Price of a Financial Instrument.

"Swap"

Means the financing adjustment, credit, or charge applied to positions held overnight.

"Website"

Means the Company's website and any related domains, portals, applications, or online services operated by the Company from time to time.

6. Interpretation

Unless the context otherwise requires:

1. a) References to the singular shall include the plural and vice versa;
2. b) References to one gender shall include all genders;
3. c) References to persons shall include natural persons, corporations, partnerships, trusts, associations, and other legal entities;
4. d) Headings are inserted for convenience only and shall not affect interpretation;
5. e) References to any law or regulation shall include any amendment, replacement, extension, or re-enactment thereof;
6. f) The words "including", "include", and similar expressions shall be construed without limitation.

7. Eligibility, Account Opening and Client Acceptance

7.1 Application for an Account

In order to obtain the Services of the Company, the prospective Client shall complete and submit the Company's account opening application, together with all information, documentation and declarations requested by the Company from time to time.

The Company reserves the right to request any additional information, documentation, clarification, certification, verification, or evidence it considers necessary for the purposes of client onboarding, due diligence, regulatory compliance, risk assessment, fraud prevention, or any other legitimate business purpose.

7.2 Client Eligibility

By applying for an Account, the Client represents and warrants on a continuing basis that:

1. a) The Client has full legal capacity and authority to enter into this Agreement;
2. b) If the Client is a natural person, the Client is at least eighteen (18) years of age or has otherwise reached the legal age required under the laws applicable to the Client;
3. c) If the Client is a legal entity, it is duly incorporated, validly existing, and authorized to enter into this Agreement;
4. d) The Client is not subject to any legal restriction preventing the use of the Company's Services;
5. e) All information and documents provided to the Company are true, complete, accurate, and not misleading in any respect;
6. f) The Client is acting on its own behalf and not as nominee, trustee, intermediary, or agent for any undisclosed third party unless expressly disclosed and accepted by the Company in writing.

7.3 Company's Discretion to Accept or Reject Clients

The Company reserves the absolute right, at its sole discretion, to accept or reject any application for an Account without providing any reason or justification.

The Company may decline, suspend, restrict, or terminate any application or business relationship where:

1. a) The Client fails to provide information or documentation requested by the Company;
2. b) The Company is unable to verify the Client's identity or source of funds;
3. c) The Client is located in, connected with, or otherwise associated with a restricted or prohibited jurisdiction;
4. d) The Company reasonably considers that accepting the Client may expose the Company to legal, regulatory, financial, operational, reputational, or compliance risks;
5. e) The Company suspects fraud, market abuse, money laundering, terrorist financing, sanctions violations, identity theft, or any unlawful conduct;
6. f) Acceptance of the Client would otherwise be contrary to the Company's policies, internal procedures, risk appetite, or Applicable Laws.

7.4 Know Your Client and Due Diligence Requirements

The Client acknowledges and agrees that the Company shall have the right to conduct identification, verification, screening, monitoring, and due diligence procedures at any time before or during the business relationship.

The Company may require, among other things:

• Proof of identity;
• Proof of residential address;
• Source of wealth information;
• Source of funds information;
• Corporate documents;
• Beneficial ownership information;
• Tax residency information;
• Bank account verification;
• Any additional information deemed necessary by the Company.

The Client agrees to promptly provide any information or documentation requested by the Company and acknowledges that failure to do so may result in delays, restrictions, suspension, rejection of transactions, or termination of the business relationship.

7.5 Ongoing Client Obligations

The Client shall immediately notify the Company of any material change to:

• Identification information;
• Residential or registered address;
• Contact details;
• Tax status;
• Beneficial ownership;
• Financial circumstances;
• Source of funds;
• Legal status;
• Any information previously provided to the Company.

The Company shall be entitled to rely upon the most recent information provided by the Client until notified otherwise.

7.6 Reliance on Client Information

The Company shall be entitled to rely upon all information, statements, representations, warranties, and documents supplied by the Client.

The Client shall remain solely responsible for the accuracy, completeness, and validity of such information and shall indemnify the Company against any loss, damage, liability, cost, claim, or expense arising from any false, misleading, inaccurate, incomplete, or outdated information provided by the Client.

7.7 Electronic Verification

The Client authorizes the Company to conduct electronic verification checks, database searches, sanctions screening, adverse media screening, identity verification procedures, and other compliance reviews through third-party service providers, government databases, financial institutions, or other lawful sources.

The Client expressly consents to the use of such verification procedures and acknowledges that the Company may retain records of such checks in accordance with its internal policies and Applicable Laws.

7.8 Commencement of Business Relationship

The Agreement shall become effective only upon:

1. a) Completion of the Company's onboarding procedures;
2. b) Successful completion of all required due diligence checks;
3. c) Approval of the Client by the Company;
4. d) Activation of the Client's Account.

The Company shall not be obligated to provide any Services until all onboarding and verification requirements have been satisfied to the Company's satisfaction.

8. Client Categorisation

The Company shall classify Clients in accordance with its Client Categorization Policy, as amended from time to time.

The Company may categories Clients into one or more categories, including Retail Clients, Professional Clients, or any other category determined by the Company under its internal policies and procedures.

The Company reserves the right to review, amend, or change a Client's categorization at any time where the Company considers such change appropriate based on the information available to it.

The Client acknowledges that different categories of Clients may receive different levels of service, disclosures, protections, trading conditions, or account features.

The Client agrees to provide any information reasonably requested by the Company for categorization purposes and to notify the Company promptly of any changes which may affect such categorization.

Further details regarding client categorization are set out in the Company's Client Categorization Policy.

9. Non-Advisory Services

Unless expressly agreed otherwise in writing, the Company provides execution-only services. The Company does not provide:

• investment advice;
• portfolio management;
• financial planning services;
• tax advice;
• legal advice;
• accounting advice;
• fiduciary services; or
• Recommendations regarding the suitability of any transaction.

The Client acknowledges that any decision to enter into, modify, hold, or close a transaction is made solely by the Client.

The Company shall not be responsible for any investment decision, trading strategy, market view, or transaction entered into by the Client.

10. Market Information and Communications

From time to time, the Company may provide market news, research materials, economic calendars, technical analysis, market commentary, educational content, trading ideas, webinars, or other information.

Such information:

1. a) is provided solely for informational and educational purposes;
2. b) does not constitute investment advice, legal advice, tax advice, or a recommendation to enter into any transaction;
3. c) may be based on information obtained from third parties and may not be verified independently by the Company;
4. d) may be incomplete, inaccurate, delayed, or become outdated without notice.

The Company makes no representation or warranty regarding the accuracy, completeness, reliability, or suitability of such information.

The Client remains solely responsible for evaluating any information and making independent trading decisions.

11. Client Representations and Warranties

The Client represents, warrants, and undertakes on a continuing basis that:

1. a) all information provided to the Company is true, accurate, complete, and not misleading;
2. b) the Client has sufficient knowledge, experience, and understanding to evaluate the risks associated with trading activities undertaken through the Company;
3. c) the Client acts as principal and beneficial owner of the funds deposited with the Company unless otherwise disclosed and accepted by the Company in writing;
4. d) the Client will comply with this Agreement, the Company's policies, Applicable Laws, and any instructions reasonably issued by the Company;
5. e) the Client will not engage in any conduct that may expose the Company to legal, regulatory, operational, reputational, or financial risk;
6. f) the Client will promptly notify the Company of any material change affecting any representation made under this Agreement.

The Client acknowledges that the Company relies upon these representations when providing its Services.

12. Account Access, Security and Authority

12.1 Access Credentials

Upon approval of the Client's application, the Company may provide the Client with account access credentials, including usernames, passwords, authentication codes, API credentials, or other security mechanisms required for accessing the Account and the Company's systems.

The Client shall keep all Access Credentials strictly confidential and secure at all times.

The Client shall not disclose, transfer, share, assign, or otherwise make available any Access Credentials to any third party unless expressly authorised by the Company in writing.

12.2 Responsibility for Account Activity

The Client acknowledges and agrees that any instruction, order, communication, request, transaction, or activity conducted through the Account using the Access Credentials shall be deemed valid, binding, and authorised by the Client.

The Company shall be entitled to rely upon any instruction or communication received through the Client's Account without further enquiry as to its authenticity, authority, or validity.

The Client shall bear full responsibility for all activity conducted through the Account, whether authorised by the Client or not, except where such activity results directly from the Company's gross negligence, fraud, or wilful misconduct.

12.3 Security Obligations

The Client shall take all reasonable steps to protect the security of the Account, including:

• maintaining secure passwords;
• protecting devices used to access the Account;
• implementing appropriate cybersecurity measures;
• preventing unauthorised access to the Account;
• regularly monitoring Account activity.

The Client shall immediately notify the Company if:

• Access Credentials have been lost;
• Access Credentials may have been compromised;
• unauthorised access is suspected;
• suspicious activity is identified on the Account.

The Company may suspend access to the Account pending investigation of any security concern.

12.4 Authorised Representatives

Where the Client is a legal entity, or where the Client wishes to appoint an authorised representative, the Company may accept instructions from such authorised person upon receipt of satisfactory documentation.

The Company may rely upon any instruction received from an authorised representative until written notice revoking such authority has been received and accepted by the Company.

The Company shall not be liable for any loss arising from reliance upon instructions received from an authorised representative acting within the authority provided to the Company.

13. Electronic Communications

13.1 Electronic Communications

The Client consents to communicate with the Company electronically.

Communications may be made through:

• email;
• the Client portal;
• trading platforms;
• mobile applications;
• website notifications;
• SMS messages;
• telephone recordings;
• other electronic means used by the Company.

13.2 Deemed Receipt

Unless otherwise proven, communications shall be deemed received:

• immediately when delivered through the trading platform or client portal;
• upon transmission when sent by email;
• upon posting on the Company's website where general notices are published;
• upon successful transmission through any electronic communication method used by the Company.

The Client remains responsible for monitoring communications issued by the Company.

13.3 Recording of Communications

The Client acknowledges and agrees that the Company may record, monitor, retain, review, and use:

• telephone conversations;
• electronic communications;
• emails;
• chat communications;
• platform communications;
• instructions and orders.

Such records may be used by the Company as evidence in any investigation, dispute, legal proceeding, regulatory enquiry, compliance review, internal audit, or risk management process.

The Company's records shall constitute prima facie evidence of the matters recorded therein unless proven otherwise.

14. Client Instructions

The Company may accept instructions from the Client through any method approved by the Company from time to time.

The Company may refuse, delay, suspend, reject, or seek clarification regarding any instruction where:

1. a) the instruction is unclear, incomplete, contradictory, or ambiguous;
2. b) the Company reasonably suspects fraud, unauthorised activity, abuse, manipulation, or unlawful conduct;
3. c) compliance, regulatory, operational, technical, legal, or risk concerns arise;
4. d) execution may expose the Company, its clients, counterparties, service providers, or liquidity providers to material risk;
5. e) the Company is conducting a review, investigation, verification, or compliance assessment relating to the Account.

The Company shall not be liable for any loss resulting from such refusal, delay, suspension, or request for clarification where acting reasonably and in good faith.

The Company reserves the right, at its sole discretion and without prior notice, to suspend, restrict, close, or terminate any Account (or group of Related Accounts), and to cancel, void, reverse, or adjust any transactions, profits, or losses, where the Company reasonably suspects or determines that the Client (or any Related Accounts) has engaged in Abusive Trading, Coordinated Trading, Execution Model Exploitation, or any other conduct prohibited under the Abuse & Market Manipulation Policy. The Client acknowledges that any profits derived from such activity may be forfeited

15. Language

This Agreement is executed in the English language.

Any translation provided by the Company is for convenience only.

In the event of any inconsistency between the English version and any translated version, the English version shall prevail.

16. Services

16.1 Scope of Services

Subject to the terms of this Agreement, the Company may provide the Client with access to:

• Contracts for Difference ("CFDs");
• Foreign exchange products;
• Precious metals;
• Commodities;
• Indices;
• Shares;
• Cryptocurrencies;
• Other financial instruments offered by the Company from time to time.

The Company reserves the right to modify, suspend, discontinue, add, remove, or restrict any product, instrument, service, account type, feature, or functionality at any time without prior notice where reasonably required.

16.2 Execution-Only Services

Unless expressly agreed otherwise in writing, all services provided by the Company are execution-only.

The Client acknowledges that:

• the Company does not provide investment advice;
• the Company does not monitor the suitability of transactions;
• the Company does not guarantee profits or trading success;
• the Client remains solely responsible for all trading decisions.

16.3 Third-Party Service Providers

The Company may engage third parties, including but not limited to:

• liquidity providers;
• pricing providers;
• technology providers; payment service providers;
• custodians;
• consultants;
• compliance service providers;
• auditors;
• professional advisors;

for the purpose of providing, supporting, monitoring, or administering the Services.

The Client acknowledges that the Company may share information with such parties where necessary for legitimate business, operational, compliance, legal, or regulatory purposes.

17. Trading Platform

17.1 Platform Access

The Company may provide the Client with access to one or more electronic trading platforms.

The Company does not guarantee uninterrupted access to any Platform.

The Client acknowledges that interruptions, delays, outages, maintenance periods, software updates, market disruptions, communication failures, cyber incidents, and third-party service failures may occur.

17.2 Platform Availability

The Company may suspend, restrict, modify, upgrade, replace, or discontinue any Platform at any time.

The Company shall not be liable for losses resulting from:

• platform interruptions;
• software failures;
• connectivity issues;
• internet outages;
• hardware failures;
• latency;
• delays in transmission;
• cyber attacks;
• force majeure events.

17.3 Market Data

Any prices, quotes, charts, market data, news, indicators, or other information displayed on the Platform are provided on an "as available" basis.

The Company does not warrant that such information is complete, accurate, uninterrupted, or error-free.

18. Orders

18.1 Submission of Orders

The Client may submit Orders through the Platform or through any other method approved by the Company from time to time.

An Order shall not be deemed accepted until received and processed by the Company's systems.

18.2 Types of Orders

The Company may make available various order types including:

• Market Orders;
• Limit Orders;
• Stop Orders;
• Stop-Limit Orders;
• Stop Loss Orders;
• Take Profit Orders;
• Trailing Stops;
• Any other order type supported by the Platform.

The Company reserves the right to modify, suspend, or discontinue any order type at any time.

18.3 Order Acceptance

The Company reserves the right to reject, decline, delay, cancel, suspend, modify, or refuse any Order where:

1. a) the Order exceeds available margin;
2. b) abnormal market conditions exist;
3. c) technical issues occur;
4. d) pricing anomalies are detected;
5. e) risk management concerns arise;
6. f) compliance concerns arise;
7. g) the Company reasonably suspects abusive trading, market abuse, manipulation, fraud, or other prohibited conduct;
8. h) the Order may expose the Company, its liquidity providers, or counterparties to unreasonable risk.

18.4 Client Responsibility

The Client is solely responsible for:

• monitoring Orders;
• verifying execution status;
• ensuring accuracy of submitted instructions;
• managing open positions.

The Company shall not be responsible for losses arising from the Client's failure to monitor or manage trading activity.

19. Order Execution

19.1 Execution Policy

Orders shall be executed in accordance with the Company's Best Interest and Order Execution Policy, as amended from time to time.

The Client acknowledges and accepts such policy.

19.2 Execution Factors

In seeking the best available result, the Company may consider:

• price;
• costs;
• speed;
• likelihood of execution;
• liquidity;
• market conditions;
• order size;
• nature of the transaction;
• any other factor deemed relevant by the Company.

19.3 Slippage

The Client acknowledges that Orders may be executed at prices different from those requested.

Positive and negative slippage may occur.

Such slippage is a normal characteristic of financial markets and may arise due to:

• volatility;
• liquidity conditions;
• market gaps; communication delays;
• order size;
• execution venue conditions.

The Company shall not be liable for losses arising from legitimate market slippage.

19.4 Rejections and Delays

The Company does not guarantee that Orders will be executed at a requested price or within a particular timeframe.

Orders may be delayed, partially filled, requoted, executed at different prices, or rejected depending upon prevailing market and operational conditions.

20. Pricing, Quotes and Market Information

20.1 Quotes and Prices

The prices displayed on the Platform are derived from sources selected by the Company, including liquidity providers, market makers, exchanges, pricing vendors, or other market data providers.

The Company may aggregate, filter, adjust, mark up, mark down, or otherwise process pricing information before displaying it on the Platform.

The Client acknowledges that prices displayed on the Platform may differ from prices available elsewhere and that such differences do not in themselves constitute an error or grounds for complaint.

20.2 Indicative Nature of Quotes

All quotes displayed on the Platform are indicative and subject to change without notice.

The Company does not guarantee the availability of any particular quote, spread, price level, liquidity level, or execution outcome.

20.3 Manifest Errors

The Company reserves the right to declare void, cancel, amend, correct, adjust, or reverse any transaction, quote, execution, account balance, profit, loss, credit, debit, or other account entry resulting from:

• pricing errors;
• system errors;
• technical failures;
• data feed errors;
• communication failures;
• software malfunctions;
• human errors;
• manifest errors;
• market anomalies;
• force majeure events.

The Company shall determine, acting reasonably and in good faith, whether a Manifest Error has occurred.

21. Spreads, Commissions, Fees and Charges

21.1 Trading Costs

The Client acknowledges that transactions may be subject to:

• spreads;
• commissions;
• mark-ups;
• swap charges;
• financing charges;
• administrative fees;
• conversion charges;
• inactivity fees;
• withdrawal fees;
• other charges disclosed by the Company from time to time.

21.2 Amendments to Charges

The Company reserves the right to modify its pricing structure, commissions, fees, spreads, mark-ups, financing costs, and other charges at any time.

Any updated charges shall become effective upon publication on the Website, Platform, Client Portal, or notification to the Client.

21.3 Currency Conversion

Where a transaction, charge, adjustment, deposit, withdrawal, profit, or loss is denominated in a currency different from the Account currency, the Company may perform currency conversion at rates determined by the Company.

22. Margin and Leverage

22.1 Margin Trading

Trading offered by the Company may be conducted on a leveraged basis.

The Client acknowledges that leverage magnifies both profits and losses and may result in rapid losses, including the loss of all funds deposited into the Account.

22.2 Margin Requirements

The Company shall determine margin requirements at its sole discretion.

Margin requirements may vary based upon:

• instrument type;
• market volatility;
• liquidity conditions;
• account type;
• client classification;
• exposure levels;
• risk management considerations;
• regulatory requirements.

The Company may amend margin requirements at any time without prior notice.

22.3 Margin Calls

The Company may, but is not obliged to, notify the Client when additional funds are required to maintain open positions.

The Client remains solely responsible for monitoring margin levels and maintaining sufficient margin at all times.

Failure by the Company to issue a margin call shall not create any liability or obligation on the Company.

22.4 Stop-Out

If the Account fails to maintain the required margin levels, the Company may, without notice:

• reject new Orders;
• restrict trading activity;
• close positions;
• partially close positions;
• liquidate positions;
• take any action reasonably necessary to protect the Company, the Client, or market integrity.

The order in which positions are closed shall be determined by the Company at its discretion.

23. Swaps and Financing Adjustments

The Company may apply swap charges, financing adjustments, rollover fees, or similar charges to positions held overnight.

Such charges may be:

• positive;
• negative;
• variable;
• amended from time to time.

Current rates may be published on the Platform, Website, or contract specifications.

The Client acknowledges that swap rates may change without prior notice due to market conditions, funding costs, liquidity conditions, or other commercial considerations.

24. Corporate Actions

Where a Corporate Action affects an underlying asset referenced by a Financial Instrument, the Company may take any action it reasonably considers necessary to preserve the economic effect of the position.

Such actions may include:

• balance adjustments;
• position adjustments;
• dividend adjustments;
• price adjustments;
• contract substitutions;
• contract closures;
• suspension of trading;
• modification of trading conditions.

The Company's determination regarding any Corporate Action shall be final and binding, acting reasonably and in good faith.

25. Prohibited Trading Activities

25.1 Compliance with Company Policies

The Client shall conduct all trading activity in accordance with this Agreement, the Company's Abuse & Market Manipulation Policy, Applicable Laws, and any other policies issued by the Company from time to time.

The Client acknowledges that the Company maintains a zero-tolerance approach towards fraudulent, manipulative, deceptive, abusive, or otherwise prohibited trading practices.

25.2 Prohibited Conduct

The Client shall not engage in any conduct that may:

1. a) distort, manipulate, interfere with, abuse, or improperly exploit the Company's trading environment;
2. b) exploit pricing errors, technical errors, system delays, communication failures, market data irregularities, or operational vulnerabilities;
3. c) undermine the integrity, fairness, stability, or proper functioning of the Company's systems, execution arrangements, pricing mechanisms, risk management processes, or trading environment;
4. d) violate the Company's Abuse & Market Manipulation Policy.

Further details regarding prohibited conduct are set out in the Company's Abuse & Market Manipulation Policy, which forms an integral part of this Agreement.

26. Investigations, Reviews and Compliance Checks

26.1 Right to Investigate

The Company reserves the right, at any time and without prior notice, to conduct reviews, investigations, audits, compliance assessments, risk assessments, and trading activity examinations relating to any Client, Account, transaction, Order, position, deposit, withdrawal, or activity connected to the Services.

Such investigations may be conducted where the Company reasonably considers it necessary for:

• compliance purposes;
• risk management purposes;
• fraud prevention;
• market abuse detection;
• operational review;
• dispute resolution;
• legal proceedings;
• regulatory enquiries;
• protection of the Company's legitimate business interests.

26.2 Appointment of Experts

The Company may appoint, engage, consult with, or obtain assistance from:

• compliance officers;
• forensic auditors;
• trading experts;
• legal advisers;
• risk consultants;
• technology specialists;
• external service providers;

for the purpose of conducting any review or investigation.

The findings of such persons may be relied upon by the Company when reaching decisions concerning the Account.

26.3 Related Accounts

The Company may, for the purposes of any investigation, review, risk assessment, compliance assessment, or enforcement action, consider as related any accounts, profiles, or trading activity that the Company reasonably believes are connected directly or indirectly through common ownership, beneficial ownership, control, management, household, device, IP address, payment method, funding source, withdrawal destination, introducer, trading strategy, software, trading pattern, or any other factor indicating a material connection.

The Company may review and assess such related accounts collectively where it reasonably considers it necessary to protect its legitimate business interests, prevent abuse, or maintain the integrity of its trading environment.

26.4 Client Cooperation

The Client shall fully cooperate with any investigation conducted by the Company.

The Company may require the Client to provide:

• explanations regarding trading activity;
• supporting documentation;
• source of funds evidence;
• source of wealth evidence;
• identification documents;
• device information;
• communication records;
• or any other information reasonably required.

Failure to cooperate may itself constitute a breach of this Agreement.

27. Account Restrictions and Protective Measures

27.1 Temporary Protective Measures

Where the Company reasonably suspects:

• prohibited trading activity;
• abusive trading;
• market manipulation;
• fraud;
• money laundering;
• sanctions violations;
• breach of this Agreement;
• breach of Company Policies;
• suspicious activity requiring review;

the Company may immediately implement protective measures without prior notice.

27.2 Available Protective Measures

The Company may, among other things:

1. a) place transactions under review;
2. b) suspend or delay withdrawals;
3. c) restrict access to all or part of the Account;
4. d) restrict or prohibit trading activity;
5. e) place profits, balances, credits, or transactions under investigation;
6. f) suspend processing of requests or instructions;
7. g) require additional documentation or verification;
8. h) freeze disputed funds pending completion of the review;
9. i) take any other reasonable measure necessary to protect the Company, its clients, counterparties, service providers, or the integrity of its trading environment.

27.3 Review of Profits and Withdrawals

The Company may, at any time, review any transaction, profit, balance, credit, rebate, bonus, withdrawal request, or account activity.

Where the Company reasonably suspects that any profit, gain, credit, balance, or other benefit may have arisen from prohibited conduct, abusive trading, market manipulation, fraud, technical exploitation, pricing anomalies, system misuse, breach of this Agreement, breach of Company Policies, or any activity requiring further review, the Company may place such amounts under review, suspend or delay withdrawals, restrict account activity, freeze disputed funds, and take such protective or corrective action as it reasonably considers appropriate pending completion of the investigation

27.4 Duration of Review

Any review, investigation, restriction, suspension, or protective measure may remain in place for such period as the Company reasonably considers necessary to complete its assessment and reach a determination.

28. Void Transactions and Corrective Actions

28.1 Corrective Powers

Where the Company determines, acting reasonably and in good faith, that any transaction, position, profit, balance adjustment, withdrawal request, credit, or trading result has arisen wholly or partly from:

• prohibited conduct;
• abusive trading practices;
• market manipulation;
• fraud;
• manifest error;
• technical malfunction;
• misuse of the Services;
• breach of this Agreement;
• breach of Company Policies;

the Company may take corrective action.

28.2 Corrective Action Measures

Corrective action may include:

1. a) cancelling transactions;
2. b) voiding transactions;
3. c) adjusting account balances;
4. d) removing profits, credits, bonuses, rebates, or gains attributable to the relevant activity;
5. e) reinstating losses improperly avoided;
6. f) reversing withdrawals connected to disputed activity where legally permissible;
7. g) terminating the business relationship;
8. h) taking any other action reasonably required to restore the position that would have existed had the relevant activity not occurred.

28.3 No Entitlement to Disputed Profits

The Client acknowledges and agrees that profits, gains, credits, or other benefits generated through conduct that violates this Agreement, Company Policies, Applicable Laws, or the principles of fair and legitimate trading shall not constitute valid entitlements of the Client.

28.4 Good Faith Determinations

The Company shall exercise its rights under this Section in good faith, based on the information reasonably available to it at the time of the decision.

29. Events of Default

Each of the following shall constitute an Event of Default:

1. a) breach of this Agreement;
2. b) breach of any Company Policy;
3. c) provision of false, misleading, incomplete, or inaccurate information;
4. d) failure to provide requested documentation;
5. e) failure to cooperate with an investigation;
6. f) suspected fraud, market abuse, money laundering, terrorist financing, sanctions violations, or criminal conduct;
7. g) abusive trading activity;
8. h) unauthorized use of the Account;
9. i) insolvency, bankruptcy, liquidation, or similar proceedings affecting the Client;
10. j) any circumstance that, in the Company's reasonable opinion, exposes the Company to material legal, regulatory, operational, financial, or reputational risk.

30. Consequences of Default

Upon the occurrence of an Event of Default, the Company may, at its sole discretion and without prejudice to any other rights available under this Agreement, Applicable Laws, or Company Policies, take one or more of the following actions:

1. a) suspend or terminate the Client's Account;
2. b) restrict access to the Platform or Services;
3. c) reject, suspend, or cancel Orders;
4. d) close, liquidate, or offset open positions;
5. e) suspend or reject withdrawal requests;
6. f) withhold payments pending investigation;
7. g) reverse, adjust, or cancel transactions;
8. h) recover losses, damages, costs, or expenses incurred by the Company;
9. i) report the matter to regulatory authorities, law enforcement agencies, financial institutions, payment providers, or other relevant third parties;
10. j) commence legal proceedings where appropriate.

The Company's rights under this Section shall be cumulative and may be exercised simultaneously or separately.

31. Termination

31.1 Termination by the Client

The Client may terminate this Agreement at any time by providing written notice to the Company, provided that:

1. a) all open positions have been closed;
2. b) all outstanding obligations have been satisfied;
3. c) no investigation, review, dispute, or compliance matter is pending.

Termination shall not affect any rights or obligations that arose prior to termination.

31.2 Termination by the Company

The Company may terminate this Agreement immediately, with or without notice, where:

1. a) an Event of Default occurs;
2. b) the Company decides to discontinue providing Services to the Client;
3. c) regulatory, legal, compliance, risk management, commercial, or operational reasons justify termination;
4. d) the Company reasonably believes that continuation of the relationship may expose the Company to unacceptable risk.

31.3 Survival

Termination of this Agreement shall not affect:

• accrued rights;
• pending investigations;
• outstanding liabilities;
• indemnities;
• confidentiality obligations;
• dispute resolution provisions;
• any provision intended to survive termination.

32. Indemnity

The Client agrees to indemnify, defend, and hold harmless the Company, its shareholders, directors, officers, employees, affiliates, agents, contractors, service providers, and representatives from and against any losses, liabilities, claims, damages, judgments, penalties, fines, costs, expenses, or legal fees arising from:

1. a) breach of this Agreement;
2. b) breach of Company Policies;
3. c) violation of Applicable Laws;
4. d) misuse of the Services;
5. e) negligent, fraudulent, abusive, or unlawful conduct;
6. f) any claim brought against the Company arising from the Client's actions or omissions.

This indemnity shall survive termination of this Agreement.

33. Limitation of Liability

33.1 Exclusion of Liability

To the maximum extent permitted by Applicable Laws, the Company shall not be liable for:

1. a) indirect, consequential, incidental, punitive, or special damages;
2. b) loss of profits;
3. c) loss of business opportunities;
4. d) loss of anticipated savings;
5. e) loss of goodwill;
6. f) loss arising from market movements;
7. g) loss arising from trading decisions made by the Client.

33.2 Operational and Technical Risks

The Company shall not be liable for losses resulting from:

• platform failures;
• communication failures;
• internet disruptions;
• cyber incidents;
• software malfunctions;
• pricing delays;
• force majeure events;
• actions of third-party service providers;
• liquidity provider failures.

33.3 Maximum Liability

To the extent that liability cannot be excluded under Applicable Laws, the Company's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total amount of fees and commissions actually paid by the Client to the Company during the twelve (12) months preceding the event giving rise to the claim.

34. Complaints

Any complaint relating to the Services shall be submitted to the Company in writing in accordance with the Company's Complaints Handling Procedure.

The Company shall investigate complaints in good faith and communicate its findings within a reasonable period.

Submission of a complaint shall not prevent the Company from exercising any rights available under this Agreement or Company Policies.

35. Confidentiality

The Parties shall treat all confidential information obtained in connection with this Agreement as confidential and shall not disclose such information to third parties except:

1. a) where disclosure is required by law;
2. b) where disclosure is required by a regulatory authority, court, or government agency;
3. c) where disclosure is necessary for the provision of Services;
4. d) where disclosure is made to professional advisers, auditors, compliance consultants, service providers, or agents bound by confidentiality obligations;
5. e) where the information has entered the public domain through no fault of the receiving party.

36. Data Protection

The Company may collect, process, store, transfer, and use personal data for purposes including:

• onboarding;
• account administration; compliance;
• fraud prevention;
• risk management;
• provision of Services;
• legal and regulatory obligations.

Further details regarding the processing of personal data are contained in the Company's Privacy Policy.

By entering into this Agreement, the Client consents to such processing to the extent permitted by Applicable Laws.

37. Force Majeure

The Company shall not be liable for any delay, interruption, failure, or inability to perform any obligation under this Agreement arising from a Force Majeure Event.

During the occurrence of a Force Majeure Event, the Company may take any action it reasonably considers necessary to protect itself, its clients, counterparties, systems, and business operations.

38. Amendments

The Company reserves the right to amend this Agreement and any Company Policy from time to time.

Any amendment may become effective upon publication on the Company's Website, Platform, Client Portal, or upon written notification to the Client.

The Client's continued use of the Services following such amendment shall constitute acceptance of the revised terms.

39. Assignment

The Company may assign, transfer, novate, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without obtaining the Client's consent.

The Client may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under this Agreement without the Company's prior written consent.

40. Severability

If any provision of this Agreement is found to be invalid, illegal, unenforceable, or contrary to Applicable Laws, such provision shall be deemed severed to the extent necessary, and the remaining provisions shall remain in full force and effect.

41. Entire Agreement

This Agreement, together with all policies, schedules, appendices, disclosures, and documents incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior discussions, understandings, negotiations, representations, and agreements relating to its subject matter.

42. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Saint Lucia.

The Parties irrevocably submit to the exclusive jurisdiction of the courts of Saint Lucia in relation to any dispute, claim, or matter arising out of or in connection with this Agreement.

Nothing in this clause shall prevent the Company from seeking interim relief, injunctive relief, enforcement measures, or recovery proceedings in any other jurisdiction where the Client or the Client's assets may be located.

43. Acceptance

By opening an Account, accessing the Platform, depositing funds, placing Orders, or otherwise using the Services, the Client acknowledges that the Client has:

• read this Agreement;
• understood this Agreement;
• accepted this Agreement;
• agreed to be legally bound by this Agreement and all policies incorporated by reference.