Client Agreement

Client Agreement

This is a Client Agreement (‘Agreement’) between the client and both Global Prime Limited (License Holder) and GMI Edge Limited (Merchant), (collectively hereinafter referred to as “Company” or “GMI EDGE”) being registered companies organized under the laws of Republic of Vanuatu and Hong Kong respectively, its successors and assigns, and the party (or parties) executing this document. Global Prime Limited is a licensed Dealer in Securities with registration number 14647. Registered address Govant Building, BP 1276 Port Vila, Vanuatu.

Global Prime Limited’s sister company is GMI Edge Limited, with the registration number 2665994, (Registered address Unit 7, 10/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong) being the entity responsible for processing of settlements.

In consideration of GMI EDGE agreeing to carry one or more accounts of the undersigned person or persons (hereinafter referred to as “Trader” or “Client”) and providing services to Client in connection with the purchase and sale of foreign exchange contracts, Client agrees as follows:
GMI EDGE is not to be required to accept the Client as a Client until all documentation it requires has been received by GMI EDGE, properly and fully completed by the Client.
The Client has no right to cancel the Agreement on the basis that it is a distance contract.

1. Client representations and warranties

Client represents and warrants that: (a) Client is of sound mind, legal age and legal competence; and, (b) no person other than Client has or will have an interest in Client’s account(s); and, (c) Client hereby warrants that regardless of any subsequent determination to the contrary, Client is suitable to trade foreign exchange contracts, and, (d) Client is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/ or firm registered on any exchange, or any bank, trust, or insurance company that trades the same instruments as those offered by GMI EDGE, and in the event that Client becomes so employed, Client will promptly notify GMI EDGE via e-mail of such employment; and, (e) all the information provided in the GMI EDGE Account Application (the “Application”) is true, valid, accurate and complete as of the date hereof and Client will notify GMI EDGE promptly of any changes in such information, (f) the Client has read and fully understood the terms of the Agreements including the Risk Disclosure;(g) all actions performed under this Agreement will not violate the Law, the Applicable Regulations or any law, ordinance, charter, by-law or rule applicable to the Client or to the jurisdiction in which the Client is resident, or any agreement by which the Client is bound or by which any of the Client’s assets are affected, (h) the Client confirms that he / she has regular access to the internet and consents GMI EDGE provides him/her with information, including, without limitation, information about amendments to the terms and conditions, costs, fees, the Operative Agreements, Policies and information about the nature and risks of investments by posting such information on the Website, (i) the Client funds and/or any Financial Instruments, which the Client may deliver to GMI EDGE in accordance with the terms of this Agreement are not in any direct or indirect way the proceeds of any illegal activity or used or intended to be used for terrorist financing; are owned by the Client and are free of any lien, charge, pledge or other encumbrance or claim by any third party; (j) the Client will make use of the services and/or prices offered under this Agreement in good faith and, where applicable, acting in accordance with accepted market practice, (k) the Client will notify the Company if at any stage during the course of this Client Agreement he becomes a Politically Exposed Person.

2. Authorization to trade

GMI EDGE will engage in foreign exchange contracts transactions with Client in accordance with Client’s oral, written or electronic instructions. In relation to any Transaction the Client acts as Principal and not as Agent on behalf of any third party. This means that unless otherwise agreed, GMI EDGE will treat the Client as a Client for all purposes and the Client shall be directly and fully responsible for performing the obligations under each Transaction made by or on behalf of the Client. The Client authorizes GMI EDGE to rely and act on any Request, Instruction or other communication received from the Client which purports to have been given by the Client or on behalf of the Client without further enquiry on the part of GMI EDGE as to the authenticity, genuineness, authority or identity of the person giving or purporting to give such Request, Instruction or other communication. The Client will be responsible for and will be bound by all obligations entered into or assumed by GMI EDGE on behalf of the Client in consequence of or in connection with such Requests, Instructions or other communications.

3. Credit

Client authorizes GMI EDGE or agents acting on behalf of GMI EDGE to investigate Client’s credit standing and in connection therewith to contact such banks, financial institutions and credit agencies as GMI EDGE shall deem appropriate to verify information regarding Client. Client further authorizes GMI EDGE to investigate Client’s current and past investment activity, and in connection therewith, to contact such futures commission merchants, exchanges, broker/ dealers, banks, compliance data centers, and any other financial and investment institution as GMI EDGE shall deem appropriate. Client also acknowledges that GMI EDGE may provide information (e.g. negative account information of unsecured debts) regarding Client’s performance under this Agreement to these agencies.

4. Disclosure of financial information

Client represents and warrants that the financial information disclosed to GMI EDGE in the Application is an accurate representation of the Client’s current financial condition. Client represents and warrants that in determining Client’s Net Worth, Gross Income, Total Assets and Liabilities were carefully calculated, Client represents and warrants that in determining the value of Total Assets, the Client included cash and/ or cash equivalents, Government and Marketable securities, real estate owned (excluding primary residence), the cash value of life insurance and other valuable assets. Client represents and warrants that in determining the value of Liabilities, Client included notes payable to banks (secured and unsecured), notes payable to relatives, real estate mortgages payable (excluding primary residence) and other debts. Client represents and warrants that Client has very carefully considered the portion of Client’s Total Assets which Client considers to be Risk Capital. Client recognizes that Risk Capital is the amount of money Client is willing to put at risk and if lost would not, in any way, change Client’s lifestyle. Client agrees to immediately inform GMI EDGE if the Client’s financial condition changes in such a way as to reduce Client’s Net Worth and/ or Risk Capital.

5. Anti-money laundering procedures

Client agrees to and acknowledges the following: a) Identity Verification. To help the government fight the funding of terrorism and money laundering activities, GMI EDGE is required to obtain, verify, and record information that identifies each person who opens an account with GMI EDGE. When Client opens an account, GMI EDGE is required to collect information such as the following: 1) Client’s name; 2) date of birth; 3) permanent address; and 4) identification number. GMI EDGE may verify Client’s identifying information by performing a credit check or requiring Client to provide a government ID or other identifying documents. b) Monitoring. GMI EDGE may monitor the trading activity in accounts to investigate or identify Money Laundering. c) PROHIBITED BANKS. GMI EDGE is prohibited from conducting business with the following entities (“Section 311 entities”): Banco Delta Asia; VEF Banka; Commercial Bank of Syria; Syrian Lebanese Commercial Bank; Myanmar Mayflower Bank; Asia Wealth Bank; Any Burmese banking institution, including foreign branches; And any subsidiaries of the above entities. This means that the Client may not, directly or indirectly, deposit money into the GMI EDGE trading account from a Section 311 entity. Nor may the Client, directly or indirectly, withdraw money from the GMI EDGE trading account to any Section 311 entity. If we become aware that any Section 311 entity is associated with a Client’s GMI EDGE trading account, we will take appropriate steps to prevent such access, including, where necessary, terminating the account.

6. Account approvals and maintenance

GMI EDGE may reject Client’s Application or close Client’s account for any reason, at GMI EDGE’s sole and absolute discretion. GMI EDGE may require Client to provide GMI EDGE with additional information or documentation in order for GMI EDGE to continue carrying Client’s account. Client acknowledges that GMI EDGE may, at any time in its sole and absolute discretion, restrict trading, disbursements or transfers. GMI EDGE may also charge inactivity fees, where there has been no trading activity on a Client’s account. More detailed information regarding GMI EDGE’s inactivity fees is available on its website (FAQ Section).

GMI EDGE may amend, change, revise, add or modify the Agreement at any time. The most current Agreement will be posted to GMI EDGE’s Web site www.GMI Edge.com. Client understands that this Agreement cannot be modified by any verbal statements or written amendments that Client seeks to make to the Agreement without written acceptance from the General Counsel of GMI EDGE.

7. Security and confidentiality

Client agrees and acknowledges that Client is the exclusive owner and solely responsible, jointly and severally if applicable, for the confidentiality and protection of Client’s account number(s) and password(s) that allows Client to place on-line orders and access to GMI EDGE’s electronic trading systems. If Client fails to comply with these clauses, then he or she will be liable for the resulting loss. Client further agrees that Client will be fully responsible for all activities including brokerage transactions that arise from the use of Client’s account number(s) and password(s). Client agrees to indemnify and hold GMI EDGE harmless from: if any other person utilizing Client’s confidential information provides instructions to GMI EDGE that may be contrary to Client’s instructions. Client will immediately notify GMI EDGE in writing or by email of any loss, theft or unauthorized use of Client’s account number and/ or passwords.

8. No advice and no recommendations

Client acknowledges that GMI EDGE does not and will not give investment, legal or tax advice or make trading recommendations. Client acknowledges that GMI EDGE makes no representations concerning the tax implications or treatment of foreign exchange contracts. Client agrees that Client is a self-directed investor and all orders entered are unsolicited and based on Client’s own investment decision or the investment decision of Client’s duly authorized representative. Client agrees that neither GMI EDGE nor any of its employees may be Client’s duly authorized representative and that Client will neither solicit nor rely upon GMI EDGE or any of its employees for any such advice. Client understands that Client is solely responsible for all orders entered, including but not limited to trade qualifiers, the number of trades entered, the suitability of any trade(s), investment strategies and risks associated with each trade, and will not hold GMI EDGE or any of its employees liable for those investment decisions. Client further understands that GMI EDGE does not and will not review the appropriateness or suitability of any transactions implemented or investment strategies employed in Client’s account. Client hereby agrees to hold GMI EDGE and its officers, directors, employees, agents and affiliates harmless from any liability, financial or otherwise, or expense (including attorneys’ fees and disbursements), as incurred, as a result of any losses or damages. Client may suffer with respect to any such decisions, instructions, transactions or strategies employed in Client’s account by Client or Client’s duly authorized representative, or as a result of any breach by Client of any of the covenants, representations, acknowledgments or warranties herein.

9. Trading recommendations

GMI EDGE may from time to time offer market news, commentary, charting and analysis, trading performance analytics, signals-based products or services and other trading support tools (“Trading Tools”). The Trading Tools are general in nature and do not and will not take into account Clients’ personal objectives, financial situation or needs. Before acting on a Trading Tool, Client should consider its appropriateness, having regard to his/her personal objectives, financial situation and needs. Client acknowledges that: (i) any market recommendations and information communicated to Client by GMI EDGE or by any person within the company, does not constitute an offer to sell or the solicitation of an offer to buy any foreign exchange contract, such recommendation and information, although based upon information obtained from sources believed by GMI EDGE to be reliable, may be based solely on a broker’s opinion and that such information may be incomplete and may be unverified; and (iii) GMI EDGE makes no representations, warranties or guarantees as to, and shall not be responsible for, the accuracy or completeness of any such information or trading recommendation furnished to Client. Client acknowledges that GMI EDGE and/ or its officers, directors, affiliates, associates, stockholders or representatives may have a position in or may intend to buy or sell currencies, which are the subject of market recommendations furnished to Client, and that the market position of GMI EDGE or any such officer, director, affiliate, associate, stockholder or representative may not be consistent with the recommendations furnished to Client by GMI EDGE. To the extent permitted by Applicable Laws, Client agrees not to hold GMI EDGE, its directors, officers, employees and agents liable for losses or damages, including legal fees, that may arise, directly or indirectly, in whole or in part, from: (a) non-delivery, delayed delivery or the misdirected delivery of any Trading Tool, (b) inaccurate or incomplete content of any Trading Tool or (c) Client’s reliance on or use of the information in any Trading Tool for any purpose.

10. Margings and deposit requirements

Client shall provide and maintain margin in such amounts and in such forms as GMI EDGE, in its sole discretion may require. It is the Client’s responsibility to ensure that the Client understands how a margin is calculated. GMI EDGE may change margin requirements at any time without prior notice. GMI EDGE retains the right to limit the amount and/ or total number of open positions that Client may acquire or maintain at GMI EDGE. GMI EDGE reserves the right to close any Client positions at any time that it deems necessary. GMI EDGE shall not be responsible for any loss or damage caused, directly or indirectly, by any events, actions or omissions including but not limited to loss or damage resulting, directly or indirectly, from any delays or inaccuracies in the transmission of orders and/ or information due to a breakdown in or failure of any transmission or communication facilities. For example, in volatile market conditions a margin call may be delayed resulting in the possibility of a negative usable margin; a margin call may occur even if positions are hedged, in the jurisdictions where hedging is permitted by law, due to currency conversion rate volatility or daily interest charges or credits. Client agrees and understands that his/her account is under GMI EDGE control. GMI EDGE may change Margin requirements at any time, without prior notice, and GMI EDGE may call for additional Margin at any time GMI EDGE believe that it is prudent to do so. GMI EDGE may liquidate open Transactions or non-cash Margin in Client’s account if Client fail to meet a margin call or have a deficit balance. GMI EDGE may withdraw funds from Client’s account without notice to satisfy any payment obligations Client has to Company, including for commissions and fees.

11. Rollovers

GMI EDGE may, in its sole discretion and without notice to Client, offset Client’s open positions, roll over Client’s open positions into the next settlement time period, or make or receive delivery on behalf of Client upon any terms and by any methods deemed reasonable by GMI EDGE, in its sole discretion. Terms and/ or methods for delivering, offsetting, or rolling over Client’s open positions may differ on a Client-by-Client basis, at GMI EDGE’s sole discretion. Any positions held in Client account at 5PM EST may be rolled over to the next settlement date and Client account may be debited or credited for the interest differential for the rollover period.

12. Cancellation and modification requests

Client acknowledges that it may not be possible to cancel or modify an order. Client understands and agrees that, if an order cannot be cancelled or modified, Client is bound by any execution of the original order. GMI EDGE is not liable to Client if GMI EDGE is unable to cancel or modify an order. Client further acknowledges that attempts to modify or cancel and replace an order can result in an over-execution of the order, or the execution of duplicate orders, that GMI EDGE’s systems do not prevent over-execution on duplicate orders from occurring, and that Client shall be responsible for all such executions. Client agrees not to assume that any order has been executed or cancelled until Client has received confirmation from GMI EDGE with regard to order execution. Client is responsible for knowing the status of Client‘s pending orders before entering additional orders. Client agrees to contact GMI EDGE in the event Client is unclear on the status of an order. Client agrees to regularly review Client’s online Account Statement to confirm the status of Client’s orders. Each Transaction that is opened or closed for Client’s account is valid and binding on Client, notwithstanding whether the opening or closing of the Transaction causes Client’s account to exceed any credit or other limit GMI EDGE has imposed on Client. Each Transaction is also valid and binding on Client regardless of whether it is the result of an inaccuracy or mistake made by Client.

13. Liquidation of accounts

In the event of: (a) death or judicial declaration of incompetence of Client; (b) filing of a petition in bankruptcy, or a petition for the appointment of a receiver, or the institution of any insolvency or similar proceeding by or against Client; (c) filing of an attachment against any of Client’s accounts carried by GMI EDGE; (d) insufficient margin, or GMI EDGE’s determination that any collateral deposited to protect one or more accounts of Client is inadequate, regardless of current market quotations, to secure the account; (e) Client’s failure to provide GMI EDGE any information requested pursuant to this Agreement; or (f) any other circumstances or developments that GMI EDGE deems appropriate for its protection, and in GMI EDGE’s sole discretion, it may take one or more, or any portion of, the following actions: (1) sell any or purchase any or all currency contracts, securities or other property held or carried for Client; and (2) cancel any or all outstanding orders or contracts, or any other commitments made with Client. Any of the above actions may be taken without demand for margin or additional margin, without prior notice of sale or purchase or other notice to Client, Client’s personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of whether the ownership interest shall be solely Client’s or held jointly with others. And if there are no trading activity and/or balance transactions and/or open positions on the Trading Account (no deposits to/withdrawals from the Trading Account) for any period of 90 (ninety) days, and the account balance is 10 USD or less, such Trading Account shall be deemed as ‘Inactive Account’ and placed to archive. Inactive Account can be re-activated on Customer’s request.

14. Settlement date offset instructions

Offset instructions on Currency positions open prior to settlement arriving at settlement date must be given to GMI EDGE at least one (1) business day prior to the settlement or value day. Alternatively, sufficient funds to take delivery or the necessary delivery documents must be in the possession of GMI EDGE within the same period described above. If neither instructions, funds nor documents are received, GMI EDGE may without notice, either offset Client’s position or roll Client’s positions into the next settlement time period or make or receive delivery on behalf of Client upon such terms and by such methods deemed reasonable by GMI EDGE in its sole discretion.

15. Charges

Client shall pay such charges (including, without limitation, mark-ups and markdowns, statement charges, idle account charges, order cancellation charges, account transfer charges, introducing broker and money manager fees, or other charges) arising out of GMI EDGE providing services hereunder. GMI EDGE may change its charges without notice. All such charges shall be paid by Client as they are incurred, or as GMI EDGE in its sole and absolute discretion may determine, and Client hereby authorizes GMI EDGE to withdraw the amount of any such charges from Client’s account(s). All payments to be made under this Agreement, other than payments of commission and Margin, are due immediately upon GMI EDGE demand, which may be oral or in writing. Once demanded, such payments must be paid by Client, and must be received by GMI EDGE in full in cleared funds on Client’s account. In determining whether to accept payments from Client under this Term, GMI EDGE will have utmost regard to its duties under law regarding the prevention of fraud, countering terrorist financing, insolvency, money laundering and/or tax offences. To this end, GMI EDGE may at its absolute discretion having regard to the law, reject payments from Client or a third party and return funds to source. In particular, GMI EDGE may not accept payments from a bank account if it is not evident to GMI EDGE that the bank account is in Client’s name.

16. Deposits and withdrawals

GMI EDGE shall neither receive nor disburse Client’s funds in cash currency or cash equivalents. All transactions between Client and GMI EDGE shall be performed by wire, check or other method in which the identities of both the sending and receiving parties can be verified by GMI EDGE and which GMI EDGE, in its sole discretion, shall deem appropriate. GMI EDGE shall perform deposit/ withdrawal transactions only between Client’s GMI EDGE account and another account which is held in Client’s name or of which Client clearly demonstrates ownership to GMI EDGE. In order to prevent money laundering, fraud, and other unauthorized activity, GMI EDGE may limit Client’s withdrawal options.

17. Statements and confirmation

Reports of the confirmation of orders and statements of accounts for Client shall be deemed correct and shall be conclusive and binding upon Client if not objected to immediately upon receipt and confirmed in writing within one (1) business day after the execution of the Client’s order. GMI EDGE will provide Client access to view Client’s account at any time with an online login via the Internet. GMI EDGE will not provide trade confirmation via postal mail. Failure to object shall be deemed ratification of all actions taken by GMI EDGE or GMI EDGE’s agents prior to Client’s receipt of said reports. Client’s failure to receive a trade confirmation shall not relieve Client of the obligation to object as set out herein.

18. Communications

Reports, statements, notices and any other communications shall be transmitted to Client electronically by posting to Client’s online account or via e-mail to the e-mail address on Client’s application, or to such other e-mail address as Client may from time to time designate to GMI EDGE. GMI EDGE is not responsible if the correspondence sent by email is not received by Client or if the email is delayed, regardless of whether the delay or failure to receive the correspondence was caused by GMI EDGE or a third party. All communications sent by e-mail shall be deemed transmitted by GMI EDGE when posted or sent and deemed delivered to Client personally, whether actually received by Client or not. If at any time Client is unable, for whatever reason, to communicate with the Company, GMI EDGE does not receive any communication sent by Client, or Client does not receive any communication sent by GMI EDGE under this Agreement, GMI EDGE will not: (a) be responsible for any loss, damage or cost suffered by Client as a result of any act, error, delay or omission resulting therefrom where such loss, damage or cost is a result of Client’s inability to open a Transaction; and (b) except where Client’s inability to communicate with GMI EDGE results from Company’s fraud, willful default or negligence, be responsible for any loss, damage or cost suffered by Client as a result of any act, error, omission or delay resulting from such inability to communicate including without limitation, where such loss, damage or cost is a result of Client inability to close a Transaction.

Client acknowledges and agrees that any communication transmitted by Client or on his/her behalf is made at Client’s risk and he/she authorizes GMI EDGE to rely and act on, and treat as fully authorized and binding on Client, any communication (whether or not in writing) that Company reasonably believes to have been transmitted by Client or on Client’s behalf by any agent or intermediary who GMI EDGE reasonably believes to have been duly authorized by Client. Client acknowledges and agrees that Company will rely on Client’s account number and/ or password and/or Security Details to identify Client and Client agrees that he/she will not disclose these details to any person not duly authorized by Client. If Client suspects that his/her account number and/or password and/or Security Details has been learnt or may be used by any other person then Client must notify Company immediately

19. E-mail and electronic communications

All e-mails sent to and from GMI EDGE are subject to monitoring, review or disclosure to someone other than Client or Client’s intended recipient. Client acknowledges that there may be delays in e-mail being received by Client’s intended recipient. Client agrees to hold GMI EDGE harmless for any delay in e-mail delivery regardless of whether the delay was caused by GMI EDGE or a third party. E-mail sent to and from a GMI EDGE address may be retained by GMI EDGE’s corporate e-mail system. Client agrees not to use e-mail to transmit orders to purchase or sell currencies and further agrees that GMI EDGE is not liable for any actions taken or any omissions to act as a result of any e-mail message Client sends to GMI EDGE. Electronic communications with GMI EDGE via our Web site, wireless device or touchtone service are also subject to monitoring, review by or disclosure to someone other than the recipient and such communications may be retained by GMI EDGE. GMI EDGE may communicate with Client by telephone, letter, email or text message or by posting a message on one of its Electronic Trading Services and Client consents to GMI EDGE telephoning Client at any time whatsoever. Company will use the address, phone or email address specified on Client’s account opening form or such other address, phone or email address as Client may subsequently notify to GMI EDGE or any email address allocated to Client within Electronic Trading Services.

20. Recordings

Client agrees and acknowledges that all conversations regarding Client’s account(s) between Client and GMI EDGE personnel may be electronically recorded with or without the use of an automatic tone-warning device. Client further agrees to the use of such recordings and transcripts thereof as evidence by either party in connection with any dispute or proceeding that may arise involving Client or GMI EDGE destroys such recordings at regular intervals in accordance with GMI EDGE’s established business procedures and Client hereby consents to such destruction.

21. GMI Edge’s responsibilities

GMI EDGE will not be responsible for delays in the transmission of orders due to a breakdown or failure of transmission or communication facilities, electrical power outage or for any other cause beyond GMI EDGE’s control or anticipation. GMI EDGE shall not be liable for losses arising from the default of any agent or any other party used by GMI EDGE under this agreement.

22. Currency fluctuation risk

If Client directs GMI EDGE to enter into any foreign exchange transaction: (a) any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for Client’s account and risk; (b) all initial and subsequent deposits for margin purposes shall be made in USD, or another currency which GMI EDGE may choose to accept, in such amounts as GMI EDGE may in its sole discretion require, with subsequent deposits being in the same currency as the initial deposit; and (c) GMI EDGE is authorized to convert funds in Client’s account for margin into and from such foreign currency at a rate of exchange determined by GMI EDGE in its sole discretion on the basis of then prevailing money market rates.

23. Risk acknowledgment

Client acknowledges that investments in leveraged foreign exchange transactions are speculative, involve a high degree of risk, and are appropriate only for persons who can assume risk of loss of their margin deposit. Client understands that because of the low margin normally required in trading foreign exchange contracts, price changes in foreign exchange contracts trading may result in the loss of Client’s margin deposit. Client warrants that Client is willing and able, financially and otherwise, to assume the risk of foreign exchange contracts trading, and in consideration of GMI EDGE carrying his/ her account(s), Client agrees not to hold GMI EDGE responsible for losses incurred through following its trading recommendations or suggestions or those of its employees, agents or representatives. Client recognizes that guarantees of profit or freedom from loss are impossible in foreign exchange trading. Client acknowledges that Client has received no such guarantees from GMI EDGE or from any of its representatives or any introducing agent or other entity with whom Client is conducting his/ her GMI EDGE account and has not entered into this agreement in consideration of or in reliance upon any such guarantees or similar representations.

24. No separate agreements

Client acknowledges that Client has no separate agreement with Client’s broker or any GMI EDGE employee or agent regarding the trading in Client’s GMI EDGE account, including any agreement to guarantee profits or limit losses in Client’s account. Client understands that Client is under an obligation to notify GMI EDGE’s Compliance Department immediately in writing as to any agreement of this type. Further, Client understands that any representations made by anyone concerning Client’s account that differ from any statements Client receives from GMI EDGE must be brought to the attention of GMI EDGE’s Compliance Department immediately in writing. Client understands that Client must authorize every transaction prior to its execution unless Client has delegated discretion to another party by signing GMI EDGE’s limited power of attorney (“LPOA”). Any disputed transactions must be brought to the attention of GMI EDGE’s Compliance Department pursuant to the notice requirements of this Agreement. Client agrees to indemnify and hold GMI EDGE harmless from all damages or liability resulting from Client’s failure to notify GMI EDGE’s Compliance Department within one (1) business day of any of the occurrences referred to herein. All notices required under this section shall be sent to GMI EDGE at its home office.

25. Joint accounts

If this account is held by more than one person, all of the joint account holders are jointly and severally liable to GMI EDGE for any and all obligations arising out of transactions in the account and agree to be bound by all terms and conditions of this Agreement and other written agreements relating to the account. In addition, each person named on the account has authority: a) to trade for the account, b) to receive all correspondence and documents in respect to the account; c) to receive, deposit or withdraw money from the account; d) to execute agreements relating to the account;, and e) to deal with GMI EDGE fully in all matters. GMI EDGE has the authority to require joint action by the parties of the account in matters of the account. GMI EDGE has possession over the security of the account individually or jointly. In the event that GMI EDGE receives notice of a dispute between or conflicting instructions from joint account holders, GMI EDGE may, but is not required to, place restrictions on the account, including restrictions on withdrawals or transfers from an account, until GMI EDGE receives satisfactory documentation that the dispute has been resolved or all joint account holders give GMI EDGE joint instructions. In the event of the death of any of the account holders, the survivor(s) shall immediately give GMI EDGE written notice thereof, and GMI EDGE, before or after receiving such notice, may take such action, institute such proceedings, require such papers, retain such portion of the account, and restrict transactions in the account as GMI EDGE may deem advisable to protect GMI EDGE against any tax, liability, penalty, or loss under any present or future laws or otherwise. The estate(s) of any of the account holders who shall have died shall be liable, and the survivor(s) shall continue to be liable, to GMI EDGE for all obligations in the account in any way resulting from the completion of transactions initiated prior to the receipt of GMI EDGE of the written notice of the death of the decedent, or incurred in the liquidation of the account, or the adjustment of the interests of the respective parties. Each account holder is presumed to have equal share.

26. Managed accounts

With regard to managed accounts, a Money Manager is a person or entity authorized to make decisions with respect to an account on behalf of the account’s beneficial owners, including a trustee, custodian, conservator, guardian, executor, administrator, attorney, or investment advisor or other person to whom Client has granted trading authority over an account. Client understands and agrees that GMI EDGE may, but is not required to, review any action or inaction by a Money Manager with respect to an account and is not responsible for determining whether a Money Manager’s action or inaction satisfies the standard of care applicable to such Money Manager’s handling of the account. Client further understands and agrees that GMI EDGE is not responsible for determining the validity of a person’s or entity’s status or capacity to serve as a Money Manager. Client agrees to hold GMI EDGE and its officers, directors, employees, agents and affiliates harmless from any liability, claim, or expense, including attorneys’ fees and disbursements, as incurred, for the actions or non-actions of Client’s Money Manager.

27. Amendment

The Client hereby agrees that GMI EDGE may amend this Agreement by the Written Notice including but not limited to sending an email regarding the amendment of this Agreement to the Client or by publishing the amended Agreement on the official Company’s website whenever necessary. And the Client shall be deemed to be bound by the terms of such amendment under this Agreement if the Client enter any order other than a liquidating order or if the Client does not liquidate the Client’s Open Positions and instruct GMI EDGE regarding the disposition of all assets in the Client’s Trading Account within 5 (five) Business Days after GMI EDGE has sent the Written Notice of such amendment on the terms of this Agreement to the Client or has published the amended Agreement on its official website. Any amended agreement will supersede any previous agreement between GMI EDGE on the same subject matter and will govern any Transaction entered into after, or outstanding on, the date the new edition comes into effect.

28. Severability

This Agreement, any attachments hereto, and the terms and conditions contained in statements and confirmations, contain the entire agreement between the parties with respect to the subject matter hereof. If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court, or regulatory or self-regulating agency or body, such provision shall be deemed modified, or, if necessary, rescinded in order to comply with the relevant court, or regulatory or self-regulatory agency or body. The validity of the remaining provisions and conditions shall not be affected thereby, and this Agreement shall be carried out as if such invalid or unenforceable provision or condition was not contained herein.

29. Binding effect

This Agreement shall be continuous and shall cover, individually and collectively, all accounts of Client at any time opened or reopened with GMI EDGE irrespective of any change or changes at any time in the personnel of GMI EDGE or its successors, assigns, or affiliates. This Agreement including all authorizations, shall inure to the benefit of GMI EDGE and its successors and assigns, whether by merger, consolidation or otherwise, and shall be binding upon Client and/or the estate, executor, trustees, administrators, legal representatives, successors and assigns of Client. Client hereby ratifies all transactions with GMI EDGE effected prior to the date of this Agreement, and agrees that the rights and obligations of Client in respect thereto shall be governed by the terms of this Agreement.

30. Termination

This Agreement shall continue in effect until termination, and may be terminated by Client at any time when Client has no open position(s) and no liabilities held by or owed to GMI EDGE upon the actual receipt by GMI EDGE of written notice of termination via e-mail, or at any time whatsoever by GMI EDGE upon the transmittal of written notice of termination to Client; provided, that such termination shall not relieve either party of any obligations set out in this Agreement nor shall it relieve Client of any obligations arising out of prior transactions entered into in connection with this Agreement.

Any Suspension or termination of this Agreement will not affect any obligation that may already have been incurred by either party in respect of any outstanding Transaction or any legal rights or obligations that may already have arisen under this Agreement or any Transactions made thereunder. Upon termination of this Agreement, Client will pay to GMI EDGE any fees or commissions due and, after satisfaction of any such outstanding sums, GMI EDGE will close Client’s account.

31. Idemnification

Client agrees to indemnify and hold GMI EDGE, its affiliates, employees, agents, successors and assigns harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by GMI EDGE arising out of Client’s failure to fully and timely perform Client’s responsibilities herein or should any of the representations and warranties fail to be true and correct. Client also agrees to pay promptly to GMI EDGE all damages, costs and expenses, including attorney’s fees, incurred by GMI EDGE in the enforcement of any of the provisions of this Agreement and any other agreements between GMI EDGE and Client.

Client also agrees that he/she will not hold GMI EDGE liable for any losses, liabilities, judgements, suits, actions, proceedings, claims, damages and/or costs suffered by Client resulting from or arising out of any act or omission by any person obtaining access to Client’s account by using Client’s designated account number and/or password and/or Security Details, whether or not Client authorized such access.

GMI EDGE shall not be liable for any default, omissions, errors or mistakes by any third party or Associated Company other than as a result of GMI EDGE own negligence, fraud or willful default in relation to the appointment of that third party. Certain information in relation to GMI EDGE services is provided by third parties and Company is not liable for any inaccuracy, errors or omissions in the information they provide GMI EDGE except where such inaccuracy, error or omission is caused by Company’s own negligence, fraud or wilful default in relation to the appointment of that third party.

Without prejudice to any other Terms of this Agreement, GMI EDGE will have no liability to Client in relation to any loss, costs or expenses that Client suffers as a result of: (a) any delay or defect in or failure of the whole or any part of GMI EDGE Electronic Trading Services’ software or any systems or network links or any other means of communication; or (b) any computer viruses, worms, software bombs or similar items introduced into Client’s computer hardware or software via GMI EDGE Electronic Trading Services, except where such loss, cost or expense is a result of GMI EDGE own negligence, fraud or wilful default.

Without prejudice to any other Terms of this Agreement, GMI EDGE will have no liability to Client in relation to any loss, costs or expenses that Clients suffer as a result of: (a) any inability by Client to open or close a Transaction; or (b) any cause beyond GMI EDGE reasonable control and the effect of which is beyond GMI EDGE reasonable control to avoid.

Without prejudice to any other Terms of this Agreement, GMI EDGE will have no liability to Client in relation to any loss which is a side effect of the main loss or damage and which is not a foreseeable consequence of a breach of this Agreement including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or corruption of data, loss of goodwill or reputation, caused by any act or omission of GMI EDGE under this Agreement.

32. Cross trade consent

The undersigned hereby acknowledges and agrees that GMI EDGE may act as the counter-party to Client for any trade entered for the undersigned’s account. The undersigned hereby consents to any such transaction, subject to the limitations and conditions, if any, contained in the Rules or Regulations of any bank, institution, exchange or board of trade upon which such buy or sell orders are executed, and subject to the limitations and conditions.

33. Terms and Headings

The term “GMI EDGE” shall be deemed to include GMI EDGE, its affiliates, divisions, successors and assigns; the term “Client” shall mean the party (or parties) executing the Agreement; and the term “Agreement” shall include all other agreements and authorizations executed by Client in connection with the maintenance of Client’s account with GMI EDGE regardless of when executed. The paragraph headings in this Agreement are inserted for convenience of reference only and are not deemed to limit the applicability or affect the meaning of any of its provisions.

34. Acceptance

This Agreement shall not be deemed to be accepted by GMI EDGE nor become a binding contract between Client and GMI EDGE until Client’s information is verified and approved by GMI EDGE.

35. Jurisdiction, venue, waiver of jury trial and shortenning of limitations period

Client agrees that any civil action or other legal proceeding between GMI EDGE or its employees or agents, on one hand, and Client on the other hand, arising out of or relating to this Agreement or Client’s account shall be brought, heard and resolved only by a legal entity located in the Republic of Vanuatu and Client hereby waives trial by jury in any such action or proceeding and waives the right to have such proceeding transferred to any other location. No action, regardless of form, arising out of or relating to this agreement or transactions hereunder may be brought by Client more than one year after the cause of action arose. Client hereby submits and consents to personal jurisdiction in any court of the Republic of Vanuatu.

36. Governing law and jurisdiction

This Agreement, and the rights and obligations of the parties hereto, shall be governed by, construed and enforced in all respects by the laws of the Republic of Vanuatu without regard to choice of law principles.

37. Use of GMI Edge’s web sites

Web Sites refer to GMI EDGE’s Web sites (www.gmiedge.com and additional Web sites that GMI EDGE may register). The Web sites provide Client with content and information. The content on the Web sites is provided as a convenience but may be inaccurate or outdated. Client agrees at all times to rely upon Client’s transaction confirmations and statements as the official records of Client’s account. Information is not related specifically to an Account. Information is financial or investment information provided by third parties to GMI EDGE that GMI EDGE provides to Client, which includes market data, news, research, financial analysis, commentary, or tools. The information on the Web sites is provided from sources believed to be reliable but cannot be guaranteed. The information provided on our Web sites is not customized for Client and Client understands that the information provided to Client is not a recommendation to Client about the suitability of a purchase and / or sale of any currency. GMI EDGE may without notice to Client change, revise, modify, add, upgrade, remove or discontinue any part of GMI EDGE’s Web sites. The Web sites may include hyperlinks to third-party web sites. GMI EDGE is not responsible for the information or content provided by such third-party web sites.

38. Market data, news and other information

Client agrees that the market data, news and other information available to Client through our Web site is for Client’s personal use and that Client will not retransmit or republish this information in any form without the written consent of GMI EDGE.

39. Use of client’s personal information

GMI EDGE will only use the Client’s personal information as set out in GMI EDGE’s Policy Statement here.

40. Force majeure events

Company may, in its reasonable opinion, determine that an emergency or an exceptional market condition exists (a “Force Majeure Event”), in which case GMI EDGE will take reasonable steps to inform Client. A Force Majeure Event will include, but is not limited to, the following: (a) any act, event or occurrence (including, without limitation, any national emergency, strike, riot or civil commotion, government actions, acts of terrorism, outbreak or threat of war or hostilities, act of God, earthquake, epidemic, accident, fire, flood, storm, breakdown, (b) interruption or malfunction of power supply, electronic, communication equipment or supplier failure, civil unrest, statutory provisions, lock-outs, or any other international calamity, economic or political crisis, or natural disaster) which, in GMI EDGE’s reasonable opinion, prevents GMI EDGE from maintaining an orderly market in one or more of the Instruments; (c) the suspension, liquidation or closure of any market or the abandonment or failure of any event to which GMI EDGE relates its Quotes, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event; (d) abnormal Market Conditions; or (e) any event, act or circumstances not reasonably within GMI EDGE’s control and the effect of that event(s) is such that GMI EDGE is not in a position to take any reasonable action to cure the default.

If GMI EDGE determines that a Force Majeure Event exists, GMI EDGE may, at its absolute discretion, without notice and at any time, take one or more of the following steps: (a) increase Client’s Margin requirements; (b) close all or any of Client’s open Transactions at such Closing Level as GMI EDGE reasonably believe to be appropriate; (c) suspend or modify the application of all or any of the Terms of this Agreement to the extent that the Force Majeure Event makes it impossible or impracticable for GMI EDGE to comply with the Term or Terms in question.

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