Binary.com's Affiliate Programme

1. This document
   1. This document (the "Agreement") sets out the terms and conditions between "the Company", which is Deriv Services Ltd, and the person who has applied for this programme ("the Affiliate"), in relation to the Affiliate's application to set up an affiliate account (and membership of the affiliate programme if the Affiliate's application is deemed successful).
   2. The Company reserves the right to change any part of this Agreement at any time. The Company will endeavour to ensure that Affiliates are notified when changes have been made to this Agreement, but it is ultimately the Affiliate's responsibility to check these terms and conditions regularly. The Affiliate's continued participation in the Company's Affiliate Programme after the Company has posted the changes will constitute binding acceptance of such changes.
2. Acceptance
   1. By indicating acceptance of these terms and conditions and continuing with application to join the Company's Affiliate Programme, the Affiliate is agreeing to the terms and conditions set out in this Agreement. If the Affiliate does not agree with the terms and conditions (or is not authorised to do so), the Affiliate should not continue with the application.
   2. The Company will, at its sole discretion, determine whether or not the Affiliate's application has been successful. The Company's decision is final and is not open to appeal.
   3. The Company will notify the Affiliate by email if the Affiliate's application has been successful.
3. The Affiliate's obligations
   1. The Affiliate must provide such information to the licensee as they may reasonably require in order to be able to comply with their information reporting and other obligations to the UK Gambling Commission.
   2. The Affiliate must comply with the applicable laws, rules, and regulations (including, but not limited to, advertising, data protection, and privacy laws, rules, and regulations) of the jurisdiction(s) in which the Affiliate operates or targets business.
   3. The Affiliate must ensure that any historical trading records and performance figures presented to the Affiliate's referrals related to trading on the website Binary.com are accurate and not misleading.
   4. All affiliate activities must be conducted in a professional and proper manner. The Affiliate shall be expected to act with good faith and integrity in relationship with the Affiliate's referrals and always act in the best interests of the Affiliate's referrals.
   5. The Affiliate must avoid the disclosure of any confidential information that may come to the Affiliate's knowledge or possession to third parties or external parties.
4. Restrictions
   1. The Affiliate shall not encourage the Affiliate's referrals to take out any form of loans for the sake of making deposits and/or placing trades.
   2. The Affiliate shall not target any of the Affiliate's marketing, advertising, and promotional activities to any clients unless they are over 18 years old, or in case of Estonian residents over 21 years old.
   3. The Affiliate shall not hold or pool the Affiliate's referrals' funds or third-party funds into the Affiliate's own account held with Binary.com.
   4. The Affiliate shall not resort to high-pressure sales tactics or false promises.
   5. The Affiliate shall not encourage the Affiliate's referrals to make deposits or place any trades where the purpose of that action is (whether in whole or in part) to increase affiliate commissions rather than to benefit the Affiliate's referrals' trading performance and profitability.
   6. The Affiliate shall not place trades on the Affiliate's referrals' behalf.
   7. The Affiliate shall not purchase or register keywords, search terms, or other identifiers for use in any search engine, portal, sponsored advertising service, or other search or referral service that are identical or similar to any of the Company's trademarks or trade names that include the word "Binary.com" or any variation thereof.
   8. The Affiliate must ensure that the Affiliate does not place digital advertisements on websites providing unauthorised access to copyrighted content.
   9. Affiliates are not permitted to become clients by using their own affiliate link.
   10. Neither the Affiliate's direct relatives nor any clients controlled by the Affiliate are eligible to become clients, and the Affiliate will not be entitled to any share of net revenue or any other remuneration from the Company in relation to such relatives or controlled clients.
   11. The Affiliate shall not develop and implement marketing, advertising, and promotional activities that infringe any applicable laws, rules, regulations, or codes of practice relating to marketing, advertising, and promotional activities applicable under the authority of any regulatory body of the jurisdiction(s) in which the Affiliate operates or targets business.
   • In the event that the Company is aware of an Affiliate who is in breach of any of the above provisions, the Company shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to immediately block the Affiliate's access to this programme. The Affiliate hereby irrevocably waives their rights to, and shall indemnify the Company and any member of the Deriv group of companies for, any claims or demands made against the Company or any member of the Deriv group of companies, their directors, officers, shareholders, or employees or against the Binary.com website if the Company revokes the Affiliate's access to the programme.
5. The Company's obligations
   1. The Affiliate and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. The Affiliate will have no authority to make or accept any offers or representations on the Company's behalf. The Affiliate will not make any statement, whether on the Affiliate's website or otherwise, that would reasonably contradict anything in this paragraph.
   2. The Company reserves the right to refuse the Affiliate's referrals' application to open an account (or to close the Affiliate's account), as deemed necessary, to comply with any requirements that the Company may periodically establish and/or that may be required under applicable laws, rules, and regulations.
   3. The Company will provide advertising collaterals with links containing affiliate IDs which may be modified by the Company from time to time.
   4. With regards to tracking the Affiliate's referrals accessing Binary.com via the links on the Affiliate's website or by quoting affiliate IDs during the sign-up process, the Company shall use all reasonable endeavours to ensure that whenever a client is referred to Binary.com through these links or affiliate IDs and they subsequently place a contract or otherwise transact with the Company, the relevant client is identified as originating from the Affiliate's referral. However, the Company shall not be liable to the Affiliate in any way if the Company is unable to identify a client as originating from the Affiliate's referral. Only properly tagged clients can be assigned to the Affiliate. It is the Affiliate's responsibility to ensure that all links are properly tagged.
   5. The Company shall be entitled to exercise any of its rights or fulfil any of its obligations hereunder (including, but not limited to, its payment obligations) through any member of the Deriv group of companies.
   6. The Company reserves the right to void, delay, or withhold payment of commission fees to the Affiliate in situations involving a suspected breach of a law or a breach of the terms and conditions of this Agreement.
   7. The Company may change the commission structure at any time at its sole and absolute discretion. The Company will endeavour to ensure that Affiliates are notified when changes have been made to the commission structure.
6. Ownership
   1. Ownership and content of the Binary.com website remains the Company's respective properties and shall not be deemed to have been transferred to the Affiliate through any act or omission in respect of this Agreement.
   2. Ownership, content, and liability of the Affiliate's websites are the sole responsibility of the Affiliate. The Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate's website and for all materials that appear on the Affiliate's website. The Affiliate will indemnify and hold the Company harmless from all claims, damages, and expenses (including, without limitation to, attorneys' fees) relating to the development, operation, maintenance, and contents of the Affiliate's website.
   3. When the Affiliate's referred clients open an account with any member of the Deriv group, the Company assumes ownership of the database of names and contact information and any other data of the Affiliate's referred clients.
7. Spam - The Company does not condone spam
   1. Any form of spam will result in the Affiliate's account being placed under review and all funds due being withheld pending an investigation into the Affiliate's account. The Affiliate needs to be aware that Binary.com is liable to incur expenses in dealing with spam generated mail and these same expenses will be deducted from the Affiliate's account. In this instance, the amount determined will be fair and deemed final and acceptable based on good faith, and such amount will be collectable by law and deemed to have been accepted by the Affiliate as fair and reasonable and as agreed to by registration as an affiliate of Binary.com.
   2. Should these expenses not be covered by funds in the Affiliate's account, the Company reserves the right to investigate alternative means for obtaining payment. For example, should the Affiliate's account have generated purchasing accounts, the Company will hold payment of commission for these accounts until such a time as the account for damages has been cleared.
8. Payments
   1. The Company shall pay the Affiliate the currently published percentage of net revenues (as detailed on the Commission page of the Affiliate's account) received during the term of the Agreement. The Affiliate's commission payments due shall only be for bona fide client referrals and the Company reserves the right to disregard duplicate accounts or nominee accounts that the Company sees as non-bona fide clients, at its sole discretion.
   2. The Company shall provide the Affiliate with statements accessible through an electronic system detailing the revenues generated by clients the Affiliate has referred, if any, which have accrued to the Affiliate over the course of the calendar month. Such statements shall be updated daily. At the end of a calendar month, the Company shall record the Affiliate's total share of net revenues, if any, during the previous calendar month. In the event that a revenue share in any calendar month is a negative amount, the Company shall be entitled but not obliged to carry forward and set off such negative amount against future revenue shares which would otherwise be payable to the Affiliate. However, the Company shall also be entitled but not obliged to zeroise the negative balance that would otherwise be carried forward.
   3. Payment of commission earned for the previous calendar month will be made as soon as practicable after the 15th day of each month.
   4. If an error is made in the calculation of the Affiliate's share of the revenue share, the Company reserves the right to correct such calculation at any time, and to reclaim from the Affiliate any overpayment made by the Company to the Affiliate (including, without limitation, by way of reducing future payments earned, revenue to cover any processed chargebacks) before the Affiliate can start earning revenue again. In special cases, the Company reserves the right to exclude revenue sharing on promotional funds deposited into the client's account by the Company.
   5. Should any client for whom the Affiliate is receiving commissions process a chargeback, the Company reserves the right to deduct the commission portion of the chargeback from the total balance due to the Affiliate for the current month. Should this deduction of the accumulated revenue exceed the Affiliate's current amount due, the Affiliate's balance will then revert to a negative balance, and the Affiliate will have to earn revenue to cover the chargeback before the Affiliate can start earning revenue again. The Company reserves the right, in special cases, to exclude revenue sharing on promotional funds deposited into the client's account by the Company.
   6. Commissions will be earned throughout the life of the client, on all transactions the client undertakes with the Company, for as long as the Affiliate remains a member of this affiliate programme. The Company reserves the right to cancel the commissions that are not reclaimed after 2 years.
   7. The Affiliate is not allowed to rebate any part of the commission payment onto the Affiliate's referrals, and should the Company realise that the Affiliate is engaged in such actions, the Affiliate's account shall be revoked immediately.
   8. An Affiliate who refers other Affiliates to the Company ("Master Affiliate") has an account to which each referred Affiliate's account ("Sub-affiliate Account") is tied. The Master Affiliate is not allowed to own or control any Sub-affiliate Accounts linked with the Master Affiliate's account. If the Company has reason to believe that the Master Affiliate has breached this term, the Company reserves the right to reverse or cancel any commissions to the Master Affiliate and/or terminate all business relationships with the Master Affiliate.
9. Warranties
   1. Each party to this Agreement represents and warrants to the other that it has, and will retain throughout the term of this Agreement, all right, title, and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement, and to perform all of its obligations under this Agreement.
   2. The Affiliate represents, warrants, and undertakes that the Affiliate has obtained and shall maintain all necessary licences and consents to operate within any laws, rules, and regulations applicable under the authority of any regulatory body of the jurisdiction(s) in which the Affiliate operates or targets business.
   3. The Affiliate represents, warrants, and undertakes that the Affiliate's website or promotion shall contain no material that is defamatory, pornographic, unlawful, harmful, threatening, obscene, harassing, or racially, ethnically, or otherwise objectionable or discriminatory, violent, politically sensitive, or otherwise controversial or in breach of any third party rights and shall not link to any such material.
10. Disclaimer
    1. The Company makes no claims that the Binary.com website will be uninterrupted or provide an error-free service and will not be liable for the consequences of any such errors or interruptions.
    2. The Company provides the Binary.com website on an "as is" and "as available" basis and gives no warranty that the Binary.com website will be free of errors, or that errors will be corrected, or that the Company's website is free of any third-party interferences such as hackers or any other harmful components that arise outside of the Company's control.
11. Indemnity and liability
    1. The Affiliate shall indemnify on demand and hold the Company harmless from and against any and all losses, demands, claims, damages, costs, expenses (including, but not limited to, consequential losses, loss of profit, and reasonable legal costs, if applicable), and liabilities suffered or incurred, directly or indirectly, by the Company in consequence of any breach, non-performance, or non-observance by the Affiliate of any of the Affiliate's obligations or warranties under this Agreement.
    2. The Company shall not be liable to the Affiliate in contract or otherwise (including liability for negligence) for any loss, whether direct or indirect, of the Affiliate's business, revenue or profits, anticipated savings, or wasted expenditure, corruption, or destruction of data or for any indirect or consequential loss whatsoever when such outcome is the consequence of any breach, non-performance, or non-observance by the Affiliate of any of the Affiliate's obligations or warranties under this Agreement.
12. Termination
    1. This Agreement may be terminated forthwith by either party on written notice to the other party if the other party is in material breach of the terms of the Agreement and, in the event of a breach capable of being remedied, fails to remedy the breach within 15 days of receipt of notice in writing of such breach.
    2. Either party may terminate this Agreement forthwith on written notice if a receiver, examiner, or administrator is appointed of the whole or any part of the other party's assets or the other party is struck off the Register of Companies in the jurisdiction where it was incorporated or an order is made or a resolution passed for winding up of the other party (unless such order or resolution is part of a voluntary scheme for the reconstruction or amalgamation of that party as a solvent corporation and the resulting corporation if a different legal person undertakes to be bound by this Agreement).
    3. Either party may terminate this Agreement on the delivery of one week's prior written notice to the other party.
    4. Termination causes
       1. The following are causes for termination:
          1. The Company receives a complaint which could have involved the Alternate Dispute Resolution entity, or the Company believes that the Affiliate is in breach of any laws, rules, and regulations that may be relevant or applicable to the jurisdiction(s) in which the Affiliate operates or targets business.
          2. The information provided during the sign-up process warranted by the Affiliate to be true and correct is determined by the Company to be false or incorrect during the term of this Agreement.
          3. The Affiliate has not obtained and has not maintained all necessary licences and consents to operate within any laws, rules, and regulations applicable under the authority of any regulatory body of the jurisdiction(s) in which the Affiliate operates or targets business.
          4. The Affiliate has placed digital advertisements for the licensed activities on websites providing unauthorised access to copyrighted content.
          5. The Affiliate has committed fraud or abused this business relationship in any way. If such fraud or abuse is detected, the Company shall not be liable to the Affiliate for any commissions for any fraudulent sales or any sales based on abuse.
    5. Termination of this Agreement shall not prejudice any rights of any party which may have arisen on or before the date of termination.
13. General
    1. This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings between the parties with respect to its subject matter.
    2. No delay, neglect, or forbearance on the part of either party in enforcing any term or condition of this Agreement against the other party shall either be, or be deemed to be, a waiver or in any way prejudice any right of that party under this Agreement.
    3. If any provision of this Agreement is held to be void or unenforceable in whole or part, the impugned provision (or part thereof) shall be deemed to be deleted from this Agreement and the remaining provisions (including the remainder of the affected provision) shall continue to be valid and applicable.
    4. Any notice given or made under this Agreement to the Company shall be by email to partners@binary.com. The Company shall send the Affiliate any notices given or made under this Agreement to the email address supplied on the Affiliate's application form or such other email addresses as notified by the Affiliate to the Company.
    5. Any disputes, controversy, or claims that arise out of or relating to this Agreement against the Company will be referred to, and finally determined by, an arbitration firm selected by the Company. The language to be used in the arbitral proceedings will be English. Judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Affiliate is also responsible for any and all costs related to such arbitration.

Code of Conduct for Business Partners

Introduction

Binary.com is one of the oldest and most successful online trading companies in the world. Our commitment to high standards of ethics is one of the key factors that will ensure our continuing success. Our Business Principles summarise the values that underpin our work.

We expect our business partners as well as our employees to abide by these same values. This Code explains how the Business Principles apply to you. It is intended to provide you with a clear and straightforward summary of the main points. You should read it together with the Payment Agent Terms and Conditions, the Affiliate Programme Terms and Conditions, and the more detailed policies and product descriptions, that appear on our website.

Each section starts with a paragraph from the Business Principles written in italics. We then explain how this paragraph applies to business partners.

Our business is founded on collaboration and we aim to build long-term, mutually beneficial relationships with our partners. However, we will never compromise our commitment to business integrity. In cases where our partners are unwilling or unable to abide by our principles, we reserve the right to withdraw from the business relationship.

If you wish to seek guidance on any aspect these Business Principles, you should contact compliance@binary.com

Legal and regulatory compliance

We hold multiple licenses to comply with regulations around the world. Binary.com abides by all applicable laws and regulations in the countries where it operates.

The Regulatory Information section of our website gives more details according to the geographical location of our holding company and its various subsidiaries. Business partners are responsible for ensuring that they comply with the applicable laws, rules, and regulations in the countries where they themselves operate. For example, these include laws relating to advertising, data protection, privacy, and social responsibility.

Responsible trading

We describe the risks as well as the potential rewards that apply to our services. We emphasise that clients must have a clear understanding of those risks. Recognising that trading can be addictive, we emphasise that clients must trade only with money that they can afford to lose, and they must never trade with borrowed funds. They should put a limit on their winnings, and they should never trade when they are tired or under the influence of alcohol or medication.

Affiliates have a particular responsibility to explain our services clearly and accurately. Of course, we want our clients to share the excitement of trading. However, they need to understand clearly that they may win as well as lose. It is essential to avoid exaggerated descriptions of potential winnings.

Affiliates are required to display a risk warning on their website and associated materials, with wording such as the following:

The products offered on the Binary.com website include binary options, contracts for difference ("CFDs") and other complex derivatives. Trading binary options may not be suitable for everyone. Trading CFDs carries a high level of risk since leverage can work both to your advantage and disadvantage. As a result, the products offered on the website may not be suitable for all investors because of the risk of losing all of your invested capital. You should never invest money that you cannot afford to lose, and never trade with borrowed money. Before trading in the complex products offered, please be sure to understand the risks involved.

Transparency

Recognising the complexities of the financial markets, we describe our trading options fairly and in detail. We include accurate product descriptions on our website, as well as free webinars. We offer clients the opportunity to set up virtual accounts in order to experiment with the system free of charge. We encourage our clients to study all these sources of information carefully before they trade.

This is a continuation of the same point. Binary.com offers clients a variety of ways of learning how to trade responsibly. Affiliates should make sure that they do learn, for example by encouraging them to build up their expertise with a virtual account rather than trading with real funds straightaway.

Reliability

We keep our promises. When clients trade on our system, we clearly define what they may win, what they may lose, and in what circumstances. If they win, we pay out their rewards quickly and efficiently.

This is one of our core commitments to clients.

Confidentiality

We will not disclose any confidential information that comes into our possession through our client relationships unless required to do so by a regulator or law enforcement authority.

A regulator or law enforcement authority might ask us to share otherwise confidential information in connection with investigations into a suspected criminal offence, particularly money-laundering (see below). If you receive a request to share confidential information, you should immediately inform compliance@binary.com who will give guidance on how to respond.

No bribery

We do not pay bribes in any form, and we do not permit anyone else to pay bribes on our behalf. This includes an absolute prohibition on bribes to government officials as well as people in positions of responsibility in the private sector.

We recognise that bribes may take the form of gifts in kind as well as financial payments. We will not offer or accept gifts that could affect either side’s impartiality, influence a business decision or lead to the improper performance of an official duty.

Binary.com’s refusal to pay bribes is an essential part of our ethical commitment. Similarly, we do not permit our business partners to pay bribes when acting on our behalf.

Anti-money laundering

We will not permit our products or payment facilities to be used to facilitate money laundering, terrorist financing, or other criminal activities. Where appropriate, we will conduct Know Your Customer (KYC) checks on our clients. We will report suspicious transactions to relevant authorities.

Clients may trade on our platforms only when they are using their own money and are drawing on funds that have been acquired honestly. If you have any suspicion that clients are using money that has been acquired dishonestly, you must inform compliance@binary.com. In such cases, we may decide to conduct checks on the client’s status and background. Binary.com management will decide what information needs to be reported to government officials and through what channels.

No insider trading

We prohibit all forms of insider trading. This means that clients are not permitted to trade on the basis of knowledge that is not publicly available. For example, such knowledge may include confidential information gained through their work.

Special conditions apply to clients who are employed in the banking and/or finance sector. They may not conduct trades through our website without the knowledge of their employer. They must check that any such trading is in accordance with their employer's policies.

You must ensure that potential clients are aware of the prohibition on insider trading based on confidential information. If you have any suspicion that such trading is taking place you must inform compliance@binary.com.

Fair Competition

Binary.com prohibits anti-competitive agreements or conduct, including fixing prices, restricting the supply of services, price rigging and market sharing. We require our business partners to commit to free and fair competition and to abide by relevant competition laws and regulations.

Again, this means that you must not share sensitive commercial information with Binary.com’s competitors, nor with your own competitors.

Conflicts of interest

Binary.com employees and affiliates must avoid conflicts of interest. For example, they may not compete with the company, either directly or indirectly, or use knowledge gained while working for Binary.com to help anyone else compete with it.

If an actual or potential conflict appears in the course of your work, they must declare it to compliance@binary.com

Books and records

We take care to maintain accurate books and records that reflect our business transactions as they occur, and we keep them for as long as legally required.

You must ensure that you fill in all records accurately and in as much detail as required.

A. Introduction and scope of agreement

1. Depending on the jurisdiction to which a client's account has been attached in accordance with the account opening procedures of the website, the terms 'the Company' and 'Binary.com' shall denote either Deriv (V) Ltd, Deriv (SVG) LLC, Deriv (BVI) Ltd, Deriv (FX) Ltd, Deriv (Europe) Limited, or Deriv Investments (Europe) Limited.
2. The client understands that products based on a random number generator (the "Synthetic Indices") are gaming products whereas products based on financial market indices (forex, stock indices, and commodities) are financial instruments.
3. All products traded on Margin carry a high degree of risk and can result in losses that exceed the client's initial deposit. The Margin trading services described in this agreement are not suitable for everyone. The client acknowledges that the Margin trading services described in this agreement are designed for the clients who are knowledgeable and experienced in the types of transactions described in this agreement, and the client fully understands the associated risks before entering into this agreement with the Company.
4. The client should not sign up to receive the Margin trading services described in this agreement without understanding their nature and the associated risks.
5. This agreement is supplied to the client in English. In the event that there is a difference between the English version and any translated versions of this document, the English version shall prevail.
6. A glossary of the capitalised terms can be found in paragraph R, entitled "Interpretation of terms".

B. Commencement

1. This agreement will commence on the date that the client receives their MT5 Real Account number and, for any new versions thereafter, on the date the new versions are published on the Company's website.

C. Provision of services

1. The Company mainly provides contracts for difference (CFDs) via MT5 platform.
2. The provision of the Margin trading services described in this agreement utilises a third-party system, acquired via a non-exclusive, non-transferable, non-sublicensable, and terminable licence from the third-party system provider/licensor (the "MT5 trading platform"). The client acknowledges that the Company reserves the right to change the third-party system provider/licensor during the course of providing the Margin trading services described in this agreement to the client.
3. Binary.com shall act purely on an execution-only basis.
4. Binary.com shall also act at times as a principal and at other times as an agent on the client's behalf for all transactions entered into by the client, depending on the company that the client has opened their account with.
5. The Company will hold the client responsible for all their obligations under this agreement in the Company's course of providing the Margin trading services that are described in this agreement to the client even if the client notifies the Company that they are acting as the agent of an identified principal.

D. Account management

1. Opening an account
   1. Binary.com offers a variety of MT5 Real Accounts depending on the jurisdiction to which a client’s Binary.com account has been attached subject to any verification or authentication requirements.
   2. By opening an MT5 Real Account with Binary.com, the client represents, warrants, and undertakes the following:
      1. The client is acting for their sole benefit, and not for or on behalf of any other person.
      2. The client has read these terms and conditions in full and has understood that they will be buying and selling financial contracts subject to these terms and conditions.
      3. The client has sufficient experience and knowledge about contracts for difference to be capable of evaluating the merits and risks of acquiring contracts via this site and have done so without relying on any information contained in this site.
   3. The Company reserves the right to refuse the client's request to open an MT5 Real Account for any reason, and any MT5 Real Account may be closed at the Company's discretion at any time upon 7-day notice.
2. Assessment of appropriateness
   1. In the course of providing services, the Company may, where applicable, conduct an appropriateness test, in accordance with the Company's regulatory obligations, in order to determine whether the client, in the Company's view and on the basis of the information provided by the client, possesses the necessary knowledge and experience in the investment field to understand the risks involved in the specific type of product or service offered or demanded.
   2. If the Company considers, on the basis of the information provided by the client, that the client does not possess the knowledge and experience to appreciate the risks associated with an investment in the proposed instrument, the Company will issue a warning to the client. Such a warning shall be displayed on the website.
   3. In accordance with applicable regulatory requirements, if the Company does not manage to obtain sufficient information to assess the appropriateness of the product or service for the client, the Company will similarly inform the client that Binary.com is not in a position to assess appropriateness.
3. Fund transfers
   1. Funding of MT5 Real Account
      1. The client's MT5 Real Account shall be funded by transferring funds from their Binary.com account, subject to the availability and sufficiency of funds in their Binary.com account and any daily transfer limits. No fund transfers shall be made to any other account in the name of any third party.
      2. All fund transfers from the client's Binary.com account to their MT5 Real Account must be made by the client.
      3. There will be no charges for fund transfers from the client's Binary.com account to their MT5 Real Account in the same currency. Should the client's Binary.com account and MT5 Real Account be in different currencies, the Company reserves the right to charge a currency conversion fee.
   2. Withdrawal of funds from MT5 Real Account
      1. Subject to the availability and sufficiency of funds in their MT5 Real Account and any daily transfer limits, the client may withdraw funds from their MT5 Real Account to their Binary.com account.
      2. The Company may, however, withhold the client's withdrawal request from their MT5 Real Account to their Binary.com account, in whole or in part, in one or more of the following cases:
         1. The client has unrealised losses on their MT5 Real Account.
         2. Such a withdrawal would result in the client's Account Equity being less than zero.
         3. The Company reasonably considers that funds may be required to meet any Margin Requirement.
         4. There is an amount outstanding from the client to the Company.
         5. The Company is required to do so in accordance with any relevant law or regulation.
      3. Withdrawal of funds from the client's MT5 Real Account can be made in a different currency from the one maintained in the client's Binary.com account subject to a currency transfer fee charge.
4. Accounts with debit balance (i.e. credit exposure to Binary.com)
   1. The Company does not offer credit to its clients. The client acknowledges and agrees that they will not be dealing with the Company on credit.
   2. Accounts with debit balances are required to settle the full amount immediately by making a payment to Binary.com.
   3. If the client fails to immediately make a full settlement of the sum due to the Company in accordance with this agreement, the Company reserves the right to accrue interest on the sums due from the client to the Company in respect of any transaction that the client fails to pay on the relevant due date. Interest will accrue on a daily basis from the relevant due date until the date on which payment is received in full at the bank's official base rate for short term funds determined by the Company and will be payable on demand.
5. Self-exclusion limits
   1. When a self-exclusion limit is set on the client's Binary.com account, the client's MT5 Real Account will be disabled until the self-exclusion limit on their Binary.com account is removed.
   2. Due to the responsibilities under responsible gaming, the Company reserves the right to assess and safeguard the client's account by setting limits to the client's activity as deemed proportionate and necessary for their protection.
   3. In relation to 5.2, the Company also reserves the right to exclude the client definitely or indefinitely, based on the Company's client assessment.
6. Account security
   1. By adhering to the following measures, the Company is committed to making sure that the client's personal data and transactions are secure:
      1. The client's MT5 Real Account password and login ID are unique, and passwords are hashed so that not even Binary.com staff can read them. This is the reason why the Company cannot retrieve the client's password and has to send a link for setting a new password to the client's email if they cannot recall their password.
      2. It is the client's responsibility to keep their password and login ID confidential. The client agrees not to disclose their password and login ID to any other person.
      3. The Company's information security policies are based on industry best practices in access control and business continuity.
      4. The Company uses identity verification services and real-time fraud detection measures to help protect the client from unauthorised access to their account. The Company also monitors account activity for signs of unusual activity that might indicate fraud and works with collection agencies and law-enforcement agencies to address fraud issues.
      5. The Company will rely on the transactions and other instructions entered into and/or given by the client's username and password, and the client is bound by any transaction or expense incurred in reliance on such Orders and/or instructions.
      6. The client is to immediately notify the Company if they become aware of the loss, theft, or disclosure to third parties of their login details.
      7. If the Company believes that unauthorised persons are using an account, it reserves the right to suspend the client's right to use the trading facility without prior notice.
7. Closing an account
   1. If the client wishes to withdraw funds from their MT5 Real Account and close their MT5 Real Account, they may notify the Company via live chat. The client's MT5 Real Account may be closed if they do not have any Open Positions and all the amounts that were due to the Company have been settled.
   2. If the client's Binary.com account is closed, their MT5 Real Account will be automatically closed as well.
   3. Client's demo accounts will be deleted after 30 days of inactivity.
   4. Real accounts will be archived after 30 days of inactivity. The client can request for the reactivation of a real account via live chat.
   5. Any pending funds in your MT5 account will be transferred to your Binary account.

E. Orders

1. Order execution/cancellation/modification
   1. The client acknowledges that it is their responsibility to understand the features, characteristics, terms, and conditions of an Order and the implications of executing an Order before they place an Order with the Company.
   2. Subject to network latency, the Company endeavours to execute the client's Order within a reasonable time from the time that they trigger the Order, at the price nearest to the client's specified price. The Company does not guarantee that a transaction will be opened/closed following an Order being triggered by the client at their specified price. This can happen under certain trading conditions when there are sharp price movements in the market. In that case, the Company has the right to execute the Order at the first available price.
   3. The Company endeavours to open or close the transaction to which the client's Order relates at a price reasonably available to the Company, acting in accordance with the Company's duty of best execution. Best execution means that, when executing Orders, the Company must take all sufficient steps to obtain the best possible result for the client, taking into account the price, costs, speed, likelihood of execution and settlement, size, nature, or any other consideration relevant to the execution of the Order.
   4. The Company Prices are determined by reference to the price of the Underlying Instrument which is quoted on external exchanges or dealing facilities that Binary.com selects at the Company's discretion. The Company's IT infrastructure and price aggregator system facilitate the reception of quotes from shortlisted prime brokers, who act as liquidity providers for the Company and the delivery of the quotes, derived with reference against relevant benchmark and markets, to the client. The client acknowledges that the Company Prices may differ from the Bids and Asks made available by external exchanges or dealing facilities and the Company is not liable for any losses that the client might incur arising from such differences. This clause does not apply to Synthetic Indices.

Types of Orders

1. Market Orders

   A Market Order is an Order to buy or sell at the available market price, which results from the aggregation of prices and volumes received from third-party liquidity providers.

2. Pending Orders

   A Pending Order is the trader's instruction to a brokerage company to buy or sell a security in future, under pre-defined conditions, when price reaches a specific level.

   1. The Company may, at its absolute discretion, accept a Stop Order, a Limit Order, or a Stop Limit Order from the client.
   2. The client may specify their instruction of a Stop Order or apply for a Limit Order for a limited duration or for an indefinite period (a "good till cancelled" or "GTC" Order).
      1. In the case of a Stop Order, the client acknowledges that the Company will endeavour to fill the Order at a price equal to the one that the client has specified. However, if the price is unavailable, the next available price may be quoted. In other words, the Order is executed at either the price equal to the specified one or the next available price (slippage). The execution of Stop Orders is guaranteed.
      2. In the case of a Limit Order, the client acknowledges that the Company will endeavour to fill the Order at a level that is the same or better than the Limit the client has specified, subject to the availability of the Limit Price.
   3. Stop Limit Orders are a combination of Stop and Limit Orders. If the price reaches (or passes) the Stop Price, a Limit Order is placed at the specified price, which will be filled at a price equal or better than the specified price.
   4. A Take Profit Order is intended for gaining profit when the financial instrument price has reached a certain level. Execution of this Order results in the complete closing of the whole position. It is always connected to an Open Position or a Pending Order.
   5. A Stop Loss Order is intended for minimising losses when the financial instrument price moves in an unprofitable direction. The execution of this Order results in the complete closing of the whole position. It is always connected to an Open Position or a Pending Order.
   6. The client may not cancel or amend the level of their Stop and Limit Order once the level has been reached.
   7. The client acknowledges that it is their responsibility to cancel the Stop or Limit Order if they do not want the Stop or Limit Order to remain valid. If the client fails to cancel the Stop or Limit Order, the Company shall be entitled, at its absolute discretion, to treat the Stop or Limit Order as an instruction to enter into a new transaction for the client if and when the Company quote reaches or goes beyond the level of the Stop or Limit Order.
   8. The client acknowledges that the Company reserves the right to establish a minimum and maximum transaction size, as well as a total net position size, which may be subject to alteration, and that the Company will only execute Orders that fall within the range of the minimum and maximum transaction sizes.
   9. The Company may, at its absolute discretion, disregard the client's Order if an Event takes place resulting in it no longer being practicable to act on the client's Order after indicating an acceptance of their Order.

F. Margin and Leverage

1. General provisions

   The Margin used in Margin calculations will be whichever is bigger: the Margin implied by the account's Leverage or the symbol's Margin. The account has a specific Margin, but symbol's Margin may vary.

   1. Prior to placing an Order, which results in opening a position, the client acknowledges that it is their responsibility to ensure that their Account Free Margin is sufficient to cover the Margin required in relation to the opening of the position (the "Margin Requirement"), and to continuously meet the Margin Requirement.
   2. To maintain Open Positions, the client is required to have sufficient Account Equity to cover any Margin Requirement. If a client's Margin Level is less than the Margin Level set for their account, the client has entered into a Margin Call and is required to increase their Margin Level above the account's specified level in order to avoid a Stop Out to occur. The client may not be able to place an Order to open a transaction unless there is sufficient Account Equity to cover the Total Margin.
   3. The client acknowledges that it is their responsibility to monitor their Account Balance and Margin Requirement, and the Company is not under any obligation to keep the client informed (i.e. to make a Margin Call).
2. Margin Requirement and calculation
   1. Margin Requirement is the amount that the client needs to have in their account prior to entering into a trade and it is a percentage of the value of that trade. Margin Requirement will continue to increase/decrease in accordance with the volume and direction of the Open Positions.
   2. The Company may modify Margin Requirements for any Open Positions or new Orders at its sole discretion. Formulas for Margin Requirements published on the website are indicative only and may be changed by the Company at its discretion at any time, due to changing market conditions or other factors.
   3. Whilst the Company endeavours to close out the client's Open Positions if and when the Margin Level for their MT5 Real Account reaches or falls below the Stop Out Level, the company does not guarantee that the client's Open Positions will be closed when the Margin Level for their MT5 Real Account reaches the Stop Out Level.
   4. For fully covered accounts, no Margin will be charged on open positions. However, swaps and other applicable fees can cause the client's Account Equity to turn negative. In that case, the Stop Out process will be triggered.
   5. The Company reserves the right to charge the Margin per each hedged lot of a position.

3. Stop Out Level
   1. If the Margin Level for the client's MT5 Real Account reaches or falls below the Stop Out Level, this will be classified as an Event of Default. In such circumstances, Open Positions are automatically closed in the following order: (i) the server analyses those Orders that are not under execution at the moment; (ii) the server deletes Orders with the largest Margin; (iii) if the client's Margin Level is still under the Stop Out Level, the next Order is deleted (Orders without Margin Requirements are not deleted); (iv) if the client's Margin Level is still under the Stop Out Level, the server closes a position with the largest loss; (v) Open Positions are closed until the client's Margin Level becomes higher than the Stop Out Level. Additionally, for fully hedged positions, Stop Out will be performed on accounts having Open Positions, zero Margin (positions are covered), and negative equity.
   2. The default Stop Out Level applicable to the client's account is published on the Company website. However, the default Stop Out Level is subject to alteration at the Company's absolute discretion. Any changes to the Stop Out Level will take effect immediately. The Company will endeavour to notify the client of an alteration to the default Stop Out Level by publishing the revised default Stop Out Level on the Company website. It is the client's responsibility to check the Company website regularly and remain informed about the default Stop Out Level.
   3. The Stop Out Level applicable to the client's MT5 Real Account may differ from the default Stop Out Level published on the Company website.
4. Negative Balance Protection

   The Company has a Stop Out policy which prevents the client from losing more than they have deposited. However, in the event that the client's Open Positions are not closed when the Margin Level for their MT5 Real Account reaches the Stop Out Level, the Company, at its sole discretion, may waive the client's negative balance by crediting their account if their Account Balance goes into a negative balance. The negative balance is determined by aggregating all the negative balances incurred over a 24-hour period across all accounts held by the client. The client acknowledges that, unless they are a retail customer of Deriv Investments (Europe) Limited or a client of Deriv (Europe) Limited, the offer of the negative balance protection by the Company to the client is at the Company's sole discretion and the Company reserves the right to change the features and eligibility criteria of the negative balance protection at any time. The provisions of the negative balance protection do not apply in the following situations:

   1. When a force majeure event occurs
   2. When the market conditions or market movements/volatility are abnormal
   3. When the client opens any transactions in relation to Prohibited Trades
   4. When the client is a professional client
   5. Where the negative balance is connected to or a result of functional limitations and/or malfunction of the MT5 trading platform
   6. When a negative balance results from the breach of any of the terms of this agreement by the client

5. Transfer of funds
   1. The client may make Margin Payments by transferring funds from their Binary.com account to their MT5 Real Account. In the event that there are insufficient funds in the client's Binary.com account to fund their MT5 Real Account, they may make Margin Payments by funding their Binary.com account and transferring the funds from their Binary.com account to their MT5 Real Account.
   2. Margin Payments are due immediately and shall be received in full by the Company.

G. Regulatory provisions

1. Potential conflicts of interest
   1. The Margin trading services described in this agreement are conducted over the counter ("OTC").
   2. The client acknowledges that the Company will determine, at its discretion, the transactions that will be kept in the Company's own book (known as B booking) and the transactions that will be passed through to the prime brokers who act as liquidity providers for the Company (known as A booking). For the former, the Company is the counterparty in these transactions, and a correlation exists between the profit/loss made by the client and the profit/loss made by the Company. At any point in time, the Company may be entering into or may have entered into transactions with a large number of clients, each of whose interests may diverge from those of other clients. As such, the Company may be holding Open Positions that may not be aligned with the client's objectives/interests as an individual client of the Company.
   3. Whilst the Company endeavours to take all reasonable and sufficient steps, as required by applicable laws and regulations, to identify potential conflicts of interests between the Company and its clients, or between one client and another, that arise in the course of providing the Margin trading services as described in this agreement by establishing and implementing policies and procedures, it is possible that the Company may execute certain Orders which may have other direct or indirect material interests.
   4. Given the Company's role as a Margin trading service provider as described in this agreement, the Company seeks to avoid undue market influence to the extent consistent with the client's trading needs and the Company's risk management policies and procedures. By continuing to use the Margin trading services described in this agreement, the client acknowledges that they are aware of the potential conflict of interest disclosed that may arise and cannot be completely eliminated, and they consent to the Company acting notwithstanding such potential conflict of interests.
2. Client money
   1. The money collected from clients is not invested in any securities, futures, or other investments on behalf of clients.
   2. The Company holds customer funds in bank accounts separate from the operational accounts, and arrangements have been made to ensure that the assets in the customer accounts will be distributed to the customers in the event of insolvency.

H. Quotes

1. Quote provision
   1. A higher price (Ask), at which a client can buy, and a lower price (Bid), at which a client can sell, are quoted for each financial instrument, and they are referred to as Company Prices. The difference between the Bids and Asks is called the Spread.
   2. The Spread is subject to alteration, at the Company's absolute discretion. The client acknowledges that whilst the Company endeavours to maintain a competitive Spread, it may widen significantly in some circumstances, and such figures will be determined by the Company at its reasonable discretion. Spreads may be widened at the daily bank rollovers.
   3. All prices for financial instruments quoted on the Company website are real market prices and are hereby regarded as firm prices. Any slippage from the shown price during the execution of the Order is considered as consequential. Slippage may increase significantly at the daily bank rollovers. The client acknowledges that, by accepting this agreement, no frivolous quote is being offered to the client by the Company.

I. Trading

1. Opening a trade
   1. A trade is opened by either executing a "Buy" or a "Sell" Order based on a specified number of lots (volume) that constitute the Underlying Instrument of the relevant market.
   2. Any trade opened by the client must be within the available balance or limits in effect with respect to MT5 Real Account or any transactions.
2. Closing a trade
   1. General provisions
      1. In order to profit from trading rate, it is necessary to close the position. To close a position, a trade operation opposite to the first one is executed.
      2. An Open Position may be closed by clicking the button "x".
      3. An Open Position may be partially closed by double clicking the position, selecting the volume to be partially closed from the context menu, and then clicking "Close".
      4. Upon closing a trade, the realised profit (or loss), which is represented by the difference between the opening level and closing level of the trade multiplied by the number of lots (volume), becomes due and payable by the Company to the client (or due and payable by the client to the Company in cases of realised loss).
   2. Trading rules
      1. The client acknowledges and accepts that a trade may be subject to market rules laid down in by-laws, rules, provisions, customs, and practices of an exchange, a market, a clearing house, a body, or any other organisation involved in the execution, clearing, and/or settlement of the said trade. Should any such organisation take decisions or measures which affect a trade or an Open Position, the Company shall be entitled to take any action (including closing any Open Position of the client) that it, at its sole discretion, considers reasonable.
      2. The client acknowledges and agrees that the Company may, at any time without prior notice and at its discretion, change the trading rules in relation to the following:
         1. Non-trading hours (e.g. the hours over the weekend during which trading of certain transactions are not possible)
         2. The minimum, incremental, and maximum Order amount
         3. Margin Requirement
         4. The instruments available on the electronic trading platform (including their availability for trading)
         5. The cut-off time for performing Roll-overs and any long or short position swap charges
      3. Parts of this clause may not apply to Synthetic Indices.

J. Electronic trading platform and transactions

1. All intellectual property rights in the MT5 trading platform are owned by the licensor and shall remain the exclusive property of the licensor. Nothing in this agreement intends to transfer any such rights or to vest any such rights in the client.
2. The client's use of the MT5 trading platform, whether accessed through or downloaded from the Company website or a third-party website, is governed by the terms of use provided by the MT5 trading platform licensor to the client. In the event of any conflict between the content of this agreement and the agreement between the client and the MT5 trading platform licensor, the terms of this agreement shall prevail. It is the client's responsibility to ensure that the information technology that they use is compatible with the required information technology to support the MT5 trading platform.
3. The client acknowledges, understands, represents, and warrants that they are aware of the functional limitations of the MT5 trading platform (for example Wine, which is not a fully stable application, as disclosed by the MT5 trading platform licensor on their website).
4. The Company will act on any instructions given, or appearing to be given, by the client and received by the Company in relation to the Margin trading services provided through the MT5 trading platform, as deemed instructed by the client. However, it is not the Company's obligation to act on any instructions deemed given by the client, and the Company is not obligated to give the client any reasons for declining to do so. Instructions received by the Company from the client are deemed final and will not be revocable. It is the client's responsibility to ensure the genuineness and accuracy of the instructions given by them to the Company.
5. The Company will use reasonable endeavours within its control to ensure that all electronic data provided on the MT5 trading platform and all electronic transactions instructed by the client and accepted and executed by the Company are not subject to network latency.
6. The client hereby agrees that they will not participate in any illegal, deceptive, misleading, or unethical practices including, but not limited to, disparagement of the MT5 trading platform or other practices which may be detrimental to the MT5 trading platform, the licensor, or public interest.
7. The Company sources market data from prime brokers who act as liquidity providers, thus executing the client's transactions through a pool of aggregated liquidity from top tier banks. The services offered by the Company do not include physical delivery of foreign currency by the Company or the prime brokers to the client. The client acknowledges and agrees that such data is proprietary to the Company and any such provider, and the client will not retransmit, redistribute, publish, disclose, or display in whole or in part such data to third parties. The client represents and warrants that they will only use such data for purposes of facilitating their entry into transactions with the Company on the client's MT5 Real Account in accordance with this agreement and not for any other purpose. This clause does not apply to Synthetic Indices.

K. Event of Default

1. Each of the following events constitute an "Event of Default":
   1. The client passes away, becomes incapacitated, becomes of unsound mind, is unable to pay debts as they fall due, or goes bankrupt or becomes insolvent, as defined under any bankruptcy or insolvency law applicable to the client if the client is an individual.
   2. The Margin Level of the client's MT5 Real Account reaches or falls below the Stop Out Level.
   3. The client acts in breach of any warranty or representation made under this agreement, and/or any information provided to the Company in connection with this agreement is, or becomes, untrue or misleading.
   4. The client's debts are not settled as, and when, they fall due.
2. Rights on Default
   1. On the occurrence of an Event of Default, the Company may exercise its rights under this clause, at any time and without prior notice:
      1. Closing or partly closing all, or any, of the client's Open Positions based on the prevailing prices available in the relevant markets
      2. Suspending the client's MT5 Real Account and refusing to execute any Orders to enter into further transactions with the client
3. In the event of the client failing to transfer funds to the client's MT5 Real Account, the Company may, at its absolute discretion, allow the client's Open Positions to remain open and allow the client to place new Orders to open a transaction. The client acknowledges that, when their Open Positions are allowed to remain open, they may incur further losses.

L. Manifest Error

1. Binary.com reserves the right to void or amend the contractual terms of any transactions that the Company reasonably believes are entered into at prices that do not reflect fair market prices or that are entered into at an abnormally low level of risk due to an obvious or palpable error (a "Manifest Error"). In deciding whether an error is a Manifest Error, the Company may take into account any relevant information, including the state of the underlying market at the time of the error and any error within, or lack of clarity of, any information source or pronouncement. The client has a duty to report to the Company any such problems, errors, or suspected system inadequacies that The client may experience and may not abuse or arbitrage such system problems or errors for profit. The Company will endeavour to resolve any such difficulties in the shortest time possible.
2. Any amendments to the contractual terms of Manifestly Erroneous contracts shall be reasonable and fair and may involve closing and/or opening of positions, placing/deleting Orders without the client's involvement, making changes in Open Positions, deleting trades from trading history, etc. Monies exchanged between the client and the Company in connection with the Manifestly Erroneous contracts shall be returned to the recipient according to the amendments made to the contractual terms and conditions of this agreement.

M. Force majeure events

1. A force majeure event, if and when determined, means, (i) the Company, by reason of force majeure or act of state, is prevented from, hindered, or delayed in delivering or receiving, or is unable to deliver or receive, any quotation of the Bids and Asks of a market in one or more of the instruments in which the Company ordinarily deals in transactions; (ii) an excessive movement in the market of the instrument or the Company's reasonable anticipation of the potential occurrence of market disruption.
2. If the Company determines that a force majeure event exists, the Company shall promptly give notice thereof to the client. Subsequently, the Company may, at its absolute discretion, take one or more steps, including but not limited to the following:
   1. Suspend the trading of the affected instrument
   2. Alter the normal trading times for the affected instrument
   3. Close all or any of the client's Open Positions at a closing level that is reasonably available
   4. Change the Margin rate in relation to both Open Positions and new Orders
3. The Company shall not be in breach of its obligation under this agreement and shall not be held liable for any failure of or delay in performing its obligations under this agreement if such failure or delay is the result of the occurrence of a force majeure event.
4. Nothing in this section on force majeure events shall be taken as indicating that they constitute an Event of Default.
5. This section on force majeure events does not apply to Synthetic Indices.

N. Representations and warranties

1. When the client enters into this agreement, they make the following representations and warranties to the Company and agree that such representations and warranties are deemed repeated each time the client opens or closes a transaction:
   1. If the client is an individual, they are over 18 years old and they have full capacity to enter into this agreement.
   2. The client has fully read and understood the (i) Risk disclosure statement, (ii) Order execution policy, and (iii) Terms and conditions attached to this agreement before requesting to open an MT5 Real Account with the Company.
   3. The client has all necessary authority, powers, consents, licences, and authorisations and have taken all necessary actions to enable the client to enter into and perform this agreement and such transactions lawfully.
   4. The execution, delivery, and performance of this agreement and each transaction will not violate any law, ordinance, charter, by-law, or rule applicable to the client or the jurisdiction in which the client is resident.
   5. The client is willing and financially able to sustain a total loss of funds resulting from a transaction, which may exceed the client's initial deposit unless they are a retail customer of Deriv Investments (Europe) Limited.
   6. Any information which the client provides or have provided to the Company in respect of their financial position, domicile, or other matters is accurate and not misleading in any material respect.
2. The client promises the following:
   1. They will, at all times, obtain, comply with, and do all that is necessary to maintain in full force and effect all authority, powers, consents, licences, and authorities referred to in this clause.
   2. They will take all reasonable steps to comply with any law, ordinance, charter, by-law, or rule applicable to the client or the jurisdiction in which the client is resident.
   3. They will provide the Company with any information that Binary.com may reasonably require to fully satisfy the demands or the requirements of the applicable government authority, upon the Company's request.
   4. They will use the Margin trading services described in this agreement in good faith and will not use any software, algorithm, or any trading strategy to manipulate or take unfair advantage of the way that the Company's Bids and Asks are quoted. The client shall observe the standard of behaviour reasonably expected of persons in the client's position and not take any step which would cause Binary.com to fail to observe the standard of behaviour reasonably expected of persons in the Company's position.
3. The client acknowledges that the Company reserves the right to void or close out one or more of the client's transactions if the Company observes any breaches of warranty given under this agreement.

O. Indemnification

1. Neither the Company nor any of its directors, officers, managers, employees, or agents shall be liable for any loss, damage, or debt to the client arising directly or indirectly out of, or in connection with, this agreement. The client agrees to indemnify the Company and its directors, officers, managers, employees, or agents from, and against, any and all liabilities, losses, damages, costs, and expenses (including reasonable attorney's fees) incurred arising out of the client's failure to comply with any and all of their obligations set forth in this agreement and/or the Company's enforcement against the client of any and all of its rights under this agreement.
2. Without prejudice to any other terms of this agreement, neither the Company nor any of its directors, officers, managers, employees, or agents shall be liable to the client in relation to any loss that they have incurred whether directly or indirectly by any cause beyond the Company's control, including, but not limited to, any delay or defect in or failure of the whole or any part of the MT5 trading platform or any systems or network links.
3. The Company does not make any warranty, express or implied, that any pricing or other information provided through the MT5 trading platform or otherwise is correct.

P. Miscellaneous

1. The client agrees that in any legal, arbitration, mediation, regulatory, administration, or any other proceedings initiated by them or by Binary.com, the Company's records related to the client's dealings shall constitute evidence. Subject to the laws and any court, tribunal, competent authority, or government authority orders, requests, instructions, or guidelines, the client shall not object to the admission of such records on the grounds that they are not originals or in writing, or that they are produced by computers or any other electronic systems whatsoever. The client shall not rely on the Company to meet any of their disclosures or other obligations imposed by any court, tribunal, competent authority, or government authority.
2. If any provision of this agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this agreement shall remain in full force and effect.
3. In connection with this agreement and all transactions contemplated by this agreement, the client agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this agreement. The client shall cooperate fully with any investigation by any regulatory authority and promptly provide the regulatory authority with such information and records as may be requested in compliance with any law, ordinance, charter, by-law, or rule applicable to the client or the jurisdiction in which they are resident.

Q. Interpretation of terms

1. Account Balance — The client's Account Balance represents
   1. Net of fund transfers between the client's Binary.com account and their MT5 Real Account
   2. Net of realised profits credited to the client's MT5 Real Account and realised losses debited from their MT5 Real Account
   3. Net of any other money credited to the client's MT5 Real Account and debited from their MT5 Real Account

   The client's Account Balance includes Margin Requirement. The amount of the client's Account Balance in excess of Margin Requirement is available for withdrawal. The amount set aside for Margin Requirement is not available for the client's withdrawal.

2. Account Deposit Currency — the currency in which the client's MT5 Real Account will be operated
3. Account Equity — The client's Account Equity refers to the sum of their Account Balance and the net of unrealised profit and loss.
4. Account Free Margin — The client's Account Equity minus their Total Margin
5. Binary.com account — The client's Real Money Account opened with Binary.com, which the client uses to trade binary options with Binary.com trading platform and Binary Webtrader
6. Event — Event examples include circumstances whereby the type of transaction, to which the client's Order is related, ceases to be offered, or a Corporate Event, or the insolvency of a company whose shares are related to the subject matter of the Order, and others.
7. Leverage — a ratio which determines the minimum Margin requirement for a trader to open a trade
8. Lot — a transaction unit representing a standardised quantity of the Underlying Instrument, as specified in the Product Disclosure and Specifications. One Lot constitutes the equivalent of 100,000 units of the base currency.
9. Limit/Limit Price — the price specified in the client's Limit Order
10. Limit Order — an Order to open or close a transaction if and when a price quote becomes more favourable to the client when compared against the current price
11. Margin — the amount set aside by the Company from the client's Account Balance in order to open and maintain a transaction, to cover the client's potential loss, if it occurs
12. Margin Call — Margin Call occurs when the Margin Level is less than the Margin Level set for the client's account.
13. Margin Level — ratio of Account Equity to Total Margin, expressed as a percentage
14. Market Order — an Order to open or close a position in the market identified by reference to an Underlying Instrument at the current price
15. Margin Requirement — a percentage of the value and contract size of symbols for which there are Open Positions
16. Next Available Price — nearest price reasonably available and quoted by Binary.com when the Company Price quotation reaches or goes beyond the level of the client's Stop Order
17. Open Position — the position in a market identified by reference to an Underlying Instrument, created by opening a transaction as a result of placing a buy or sell Order to the extent that such a position has not been closed in whole or in part by an opposite Order under this agreement
18. Order — an execution instruction given by the client to the Company to open or close a position in a market identified by reference to the Underlying Instrument, including Market Order, Stop Order, Limit Order, etc.
19. Price(s)/Pricing Data — Bid and Ask Price(s) of each financial instrument in the transaction system, quoted at market price at the moment of pricing
20. Professional Client — a professional client as defined in the Directive 2004/39/EC of the European Parliament and of the Council (MiFID) or subsequent Directive 2014/65/EU of the European Parliament and of the Council (MiFID II), whichever is in force
21. MT5 Real Account — The client's Real Money Account opened with the Binary.com MT5 trading platform and licensed by MetaQuotes Software Corporation
22. Retail Client — a client that is not a Professional client or Eligible Counterparty
23. Roll-over — In the event that the Company does not receive Orders from the client to close an Open Position by the close of a business day, the Company will roll over the said Open Position to the following business day.
24. Roll-over Credit/Debit — Accounts with Open Positions being rolled over shall be credited or debited with an amount referred to as the Roll-over Credit/Debit, which is determined by the Company.
25. Settlement — A Settlement occurs when the client's account with the Company is credited or charged with the net amount of the results of a transaction.
26. Spread — the difference between the Bid and Ask Price of a financial instrument
27. Stop Order/Stop Loss Order — an Order to execute a transaction to close an Open Position when the price reaches the client's specified price
28. Stop Out Level — the Margin Level at or below which the client's Open Positions may be closed forcefully and automatically with or without the client's prior consent
29. Total Margin — the aggregate of all Margin Requirements in the client's MT5 Real Account
30. Underlying Instrument — the underlying currency, or financial instrument, on which the price of the CFD is based

Data feed

Here is some information about the data feeds used by the Company.

Differences with other data feeds

The Company's data feed may at times differ slightly from other data feeds found on the Internet (which may themselves differ from each other). Reasons for differences in feed providers include:

• For forex: The forex market is an OTC (over the counter) market, where banks and other major financial institutions trade currencies amongst themselves without there being any central clearing house. Accordingly, there is no 'official' price source for forex quotes. Different data feeds will contain quotes from a different sub-set of international banks. Accordingly, prices may differ among providers, depending on which bank(s) they obtain prices from.
• Market-closing times: The client is asked to refer to Trading times page for the exact time of settlement for all contracts. Other websites may adopt a different convention (for example, some websites choose 4 o'clock NY time or 5 o'clock London time). As a result, the open, high, low, and closing prices displayed on the Company's website may differ from those on other websites, due to the market-closing time convention.
• Use of Bid/Ask: When the market is illiquid, the data feed may contain many Bids and Asks, without there actually being any traded price for quite a while. By taking an average of the Bid/Ask (i.e. bid + ask, divided by 2), a market quote is generated that reflects the current market, without it actually being a traded price. The Company's system will generate prices from these Bids and Asks, whereas other websites might not. As a result, the Company's website might display ticks that do not appear in the data feeds of other websites.

The Company's data feed is designed to be one of the best and most robust available for a trading environment.

Weekend quotes

The client is asked to note that weekend quotes are ignored for the purpose of contract settlement. During weekends, the forex markets may occasionally generate prices; however, these prices are often artificial (traders sometimes take advantage of the illiquidity of the markets during weekends to push prices up or down). To avoid settling prices based on such artificial prices, it is Company's policy not to count weekend prices towards contract settlement values (except for Synthetic Indices, which are open during weekends).

Security and privacy

The Company recognises the importance of protecting the client's personal and financial information.

All the information that the Company obtains about the client assists the Company in servicing the client and the client's account. The Company knows that the client may be concerned about what the Company does with this information.

The Company has outlined the Company's privacy practices for the client as follows:

Use of information

The Company operates in full compliance with the General Data Protection Regulation (GDPR) and other applicable Data Protection laws. These regulatory measures place obligations on users of personal data like the Company. They also lay down the principles for fair and lawful processing of all the information that the Company acquires.

It is the Company's commitment to safeguard the client's privacy online at all times. The Company only uses the client's personal information to help the Company service the client's account, to improve the Company's services to the client, and to provide the client with products that the client has requested. The Company does not sell the client's personal information to third parties, but the Company may provide it to payment providers to facilitate transactions on the client's account.

The client's personal information is used primarily as a way of validating the client as the legitimate account owner and proper recipient of withdrawal payments. The Company also uses this information to process the client's trades. The Company collects from the client all personal and financial data directly relating to the client when the client fills in the Company's account opening form. In all instances, the client has either a legal or a contractual obligation to provide the Company with the information. If such information is not provided, the Company will be unable to provide the client with its services.

The Company reserves the right to request further information from the client whenever deemed appropriate under the circumstances. For example, the Company may ask the client to send the Company additional acceptable documents to confirm the authenticity of the client's account details or of any withdrawal request.

The client agrees that when using the Live Chat feature on the Company website and applications, all personal information that the client enters in the chat channel, including but not limited to the client's first name and email address, is processed by the Company and stored in the Company's databases.

The Company holds all the personal data that the Company collects from the client with due diligence and only processes them for purposes as required or allowed by law. This includes the process of obtaining and sharing of certain information with third parties for credit or identity checks to comply with legal and regulatory obligations. In certain cases, the Company may process the client's data to fulfill the Company's contractual obligations with the client.

The Company also collects basic tax residence information for the purposes of CRS/FATCA compliance. The tax information that the client provides may only be disclosed to the authorities who are legally charged with collecting this information for CRS/FATCA reporting, and Binary.com will only do so to the extent that it is legally obliged to collect it from the clients and disclose it to the authorities. The Company does not use, disclose, or process this information in any other way at any time.

The client may update the client's personal information at any time by logging in to the "Settings" section of the client's account. It is the client's responsibility to ensure that Binary.com is promptly and continually informed of any change in the client's personal information. The client should note that if the client provides the Company with inaccurate information, or if the client fails to notify the Company of any changes to the information previously supplied by the client, this may adversely affect the quality of the services that the Company can provide.

Profiling and categorisation

The Company collects and assesses the client's data to profile the client in relation to the Company's products. The Company does this manually with the assistance of automated processing. By categorisation, the Company will be able to provide the most appropriate products and services to the client.

Cookies and device information

Cookies are small text files stored on computer drives and are widely used in order to make websites work and to improve the user experience. All recent versions of browsers give the client a level of control over cookies. The client can delete all cookies that are already on the client's computer, and the browser can be set to prevent them from being placed. However, if the client chooses not to receive the Company's cookies, the full usability of the Company's website may be adversely affected.

The client should note that the Company's website generates log files that record the IP addresses of accesses to the client's account, login attempts, and device information such as the manufacturer, model, operating system, and browser. This information is gathered for the sole purpose of providing assistance with investigating a client's account in the unlikely event that the account is accessed by unauthorised users. Information supplied by some cookies also helps the Company understand how visitors use the website, so that the Company can improve how it presents its content.

The Company's cookies are not deemed dangerous and cannot access any other information on the client's computer.

By using or interacting with the Binary.com website, the client is giving permission to the use of the Google Analytics User ID Feature, which allows Google to capture the client's Binary.com login ID such as VRTC1234 and MT1234. When this feature is enabled, no personally identifiable information other than the client's Binary.com login ID, or other data that can be linked to such information by Google, is shared with or disclosed to Google.

To provide the client with a better experience, some of the services offered by Binary.com may require permission to access the client's cloud storage services, such as Google Drive, to save or load DBot trading strategies. In such instances

• The Company does not store any data related to the client's cloud storage service on any of the Company's servers. All files are downloaded on the client's local machines.
• The Company does not share any data related to the client's cloud storage service with anyone.
• The Company only accesses the client's cloud storage when the client's action initiates it. Clients can disconnect their storage service at any time.

Data retention

If the client chooses to close the client's Binary.com account, the client's data will be kept only until the Company's legal and regulatory obligations on data retention are met. The Company will delete the client's data once the applicable retention period expires.

Security statement

Taking the following measures, the Company is committed to making sure that the client's personal data and transactions are secure:

1. The client's password and login ID are unique, and passwords are hashed so that not even Binary.com staff can read them. This is the reason why the Company cannot retrieve the client's password and has to issue the client with a new one, sent to the client's email address, if the client cannot recall it.
2. The Company maintains customer balances in cash or cash equivalent. The Company ensures that 100% of each customer's balance is available for immediate withdrawal, subject to verification.
3. All credit card details are submitted directly to the Visa/Mastercard network using the latest SSL encryption technology, in accordance with bank policies.
4. The Company's information security policies are based on industry best practices in access control and business continuity.
5. The Company uses identity verification services and real-time fraud detection measures to help protect the client from unauthorised access to the client's account. The Company also monitors account activity for signs of unusual activity that might indicate fraud and work with collection and law-enforcement agencies to address fraud issues.
6. The responsibility for the security of the client's login credentials, any linked email address, and any personal device on which the client's account is accessible lies solely with the client. The Company shall not be held responsible if there is unauthorised use of the account when the Company is not at fault.
7. Whether the client uses a shared device or the client's own device in a public place either offline or on public WiFi, doing so might put the information that the client enters or receives in danger of being captured. To protect data in such cases, it is the clients' responsibility to take the following precautions and educate themselves on other security measures they can take:
   • Not sending or receiving private information unless a secure webpage is being used (preferably, use a secure, encrypted Virtual Private Network (VPN)
   • Making sure of having effective and updated antivirus/antispyware software and firewall in place before using public WiFi
   • Not leaving devices unattended
   • Avoiding financial transactions that might reveal valuable passwords or personal information such as credit card numbers
   • Using browser tools to delete files and cookies and clearing browsing history
   • Not saving login credentials on a shared device
   • Logging out of account-based websites at the end of the session

Links

The Company's website contains links to other websites and may contain banner or icon advertisements related to third-party websites. These websites and their advertisements may submit cookies to the client's web browser, which is beyond the Company's control. The Company is not responsible for the privacy practices or the content of such websites. The Company encourages the client to read the privacy policies of these websites because their practices may differ from the Company's.

Notification of changes

Any changes in the Company's privacy policy or security statement will be posted on this website. For any material changes that directly affect the economic use of the client's personal information, the Company will request the client's prior authorisation in writing before effecting such changes on the client's account.

The client also has the right to request that the Company inform the client about the personal data that the Company processes about the client and to provide its correction where necessary.

Summary of conflicts policy

The Company provides here a summary of the policy that the Company maintains in order to manage conflicts of interest in respect of the duties that the Company owes to clients.

General

Due to the nature of the Company's business as a trading counterparty, the Company's profits are tied to the net revenue generated by clients through trading. However, the Company aims to establish, maintain, and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of clients.

Due to the high degree of risk involved, which could result in the loss of the entire investment, the Company has adequate internal procedures in place to ensure that the client is in all cases treated fairly and that the risk of damage to client interests will be mitigated.

The Company's policy

The Company aims to keep a record of the kinds of activity that the Company carries on in which a material conflict could arise or has arisen. The Company also maintains procedures to manage actual or potential conflicts. This includes procedures to maintain appropriate independence among members of the Company's staff who are involved in potentially conflicting activities. Such independence-upholding procedures can be followed, for example, through the operation of information barriers, physical separation of staff, the segregation of duties and responsibilities, and the maintenance of a policy of independence, which requires the Company's staff, when providing services to a client, to act in the best interests of the client and to disregard any conflicts of interest, or in some circumstances, to decline to act for a client or potential client in order to avoid conflicts of interest.

General disclosure

The organisational and administrative arrangements established by the Company to prevent or manage a conflict are not sufficient to ensure, with reasonable confidence, that the risk of damage to the interest of the client will be prevented. However, the Company aims to disclose the general nature or sources of conflicts of interest.

Clients have the opportunity to consider whether to ask for more information by sending an email to compliance@binary.com, in which case further details of the conflicts of interest policy will be made available.

Copyright

The Binary.com website is protected by certain copyrights.

The materials comprising the Binary.com website (including without limitation all articles, text, images, logos, compilation, systems, code, and design) are under Copyright 1999- Deriv Group companies with all rights reserved.

Such materials may be copied and distributed on a limited basis for noncommercial purposes only, provided that any material copied remains intact and that all copies include the following notice in a clearly visible position: “Copyright 1999- Deriv Ltd. All rights reserved.”

These materials may not be copied or redistributed for commercial purposes or for compensation of any kind without prior written permission from a Deriv Group company.

Binary.com and the bull/bear logo are registered trademarks.

Complaints and disputes

If the client would like to file a complaint with regards to the Company's service, the client can contact the Company at complaints@binary.com, providing any relevant details relating to the client's complaint. If you are registered with Deriv (Europe) Limited, you can also place a complaint by calling +447723580049. The Company will investigate each inquiry and provide a final response in the shortest time possible.

If the client's complaint relates to the Company's data processing practices, the client may formally submit a complaint to the Information and Data Protection Commissioner (Malta) on the entity's website. Alternatively, the client can make a complaint to any Supervisory Authority within the European Union.

Clients registered with Deriv (MX) Ltd can formally submit a complaint to their local Supervisory Authority.

If the client's complaint relates to an outcome of a trade or a transaction and remains unresolved, it will turn into a dispute. Should clients be unsatisfied with the Company's response, they can choose to escalate their complaint to the regulator or to an alternative dispute resolution entity.

Clients registered with Deriv (MX) Ltd or Deriv (Europe) Limited can raise their unresolved disputes with the alternative dispute resolution entity IBAS by filling the adjudication form on the ADR entity's website. Alternatively, they can make use of the European Commission's Online Dispute Resolution (ODR) platform available here. Clients registered with Deriv (Europe) Limited can also refer their unresolved disputes to the Malta Gaming Authority via the Player Support Unit.

Clients registered with Deriv Investments (Europe) Limited can raise their unresolved disputes with the Office of the Arbiter for Financial Services. Contact details and guidance on making a complaint with the Arbiter's Office can be found here.

If you reside in the UK and you are unhappy with our response you may escalate your complaint to the Financial Ombudsman Service.

It is important that clients refer their disputes to the appropriate ADR for the claims to be valid.

Risk disclaimer

This notice provides the client with information about the risks associated with the contracts the client may purchase through services provided by Binary.com services.

Deriv Group members are sometimes referred to collectively as "Binary.com" or "the Company".

This notice does not explain all of the risks involved in investments or similar products or how such risks relate to the client's personal circumstances. It is important that the client fully understands the risks involved before making a decision to enter into a trade with the Company. If the client is in any doubt about the risks involved, the client should seek professional advice.

If the client chooses to enter into a contract with the Company, it is important that the client remains aware of the risks involved, that the client has adequate investment resources to bear such risks, and that the client monitors the client's positions carefully.

General risks

No advice

The Company's services are provided on an execution-only basis. The Company does not provide investment advice in relation to the Company's products or services. The Company sometimes provides factual information or research recommendations about a market, information about transaction procedures, and information about the potential risks involved and how those risks may be minimised. However, any decision to use the Company's products or services is made by the client.

The client is responsible for managing the client's tax and legal affairs, including making any regulatory filings and payments and complying with applicable laws and regulations. The Company does not provide any regulatory, tax, or legal advice. If the client is in any doubt as to the tax treatment or liabilities of Products available through Binary.com, the client may wish to seek independent advice.

Appropriateness

Investment Products to EEA residents are provided by Deriv Investments (Europe) Limited ("DIEL"), which is authorised and regulated by the Malta Financial Services Authority under the Malta Investment Services Act to deal on own account in Investment Products.

Before the Company opens an account for the client in which the client can trade or invest in Investment Products with DIEL, the Company is required to make an assessment of whether products or services that the client has chosen are appropriate for the client and to warn the client if, on the basis of the information that the client has provided to the Company, any such product or service is deemed not appropriate for the client. Any decision to open an account and to use the Company's products or services is the client's. It is the client's responsibility to understand the risks involved with the Company's products or services.

During the application process, the Company may ask the client for information about the client's background, experience, and investment assets and earnings. The Company does not monitor on the client's behalf whether the amount of money that the client has sent to the Company or the client's profits or losses are consistent with that information. It is up to the client to assess whether the client's investment resources are adequate for the client's investment activity with the Company and the client's risk appetite in the products and services that the client uses.

Need to monitor positions

It is important that the client monitors all of the client's positions closely. It is the client's responsibility to monitor the client's positions, and during the period that the client has any open contracts, the client should always have the ability to access the client's accounts.

Contract risks

The client should not trade or invest in binary options unless the client knows and understands the products' risks involved and that the client may lose all the money invested.

"Binary" or "digital" options are options that pay a pre-determined, fixed amount, depending on whether or not an event occurs at the time the Binary Option expires. binary options can have only one of two possible outcomes and allow the client to take a simple "Yes or No" approach. Like traditional options, binary options are based on an underlying asset such as currencies, commodities, or stock indices; however, one of the most significant differences between binary options and traditional options, among others, is that there can only be two outcomes for the option, either the client is paid the return upon the occurrence of the event, or the client loses the investment amount as determined in each option.

Trading in binary options is speculative and involves a high degree of risk that can result in the loss of the client's entire investment. Therefore, trading in binary options is appropriate only for persons that understand and are willing to assume the economic, legal, and other risks involved in such transactions. The client should be satisfied that binary options trading is suitable for the client in light of the client's investment circumstances and attitude towards risk before trading. The client should not engage in speculative binary options trading unless the client understands the basic aspects of such trading and its risks. If the client is in any doubt as to whether Binary Option trading is appropriate and suitable for the client, the client should seek independent advice from an investment consulting professional. Binary.com does not provide such advice. It is the client's responsibility, taking into account the client's personal circumstances and investment resources, to take particular care and make careful considerations independently, both prior to applying to engage in binary options with Binary.com and prior to making any individual order. Where the client does not understand the risks involved in applying for a trading account with Binary.com or in making any individual order, the client should seek advice and consultation from an independent investment advisor. If the client continues to not understand the risks involved in trading in binary options, the client should not trade at all.

The client is advised that the binary options offered by Binary.com are not traded under the rules of any recognised, designated, or regulated exchange. Consequently, engaging in binary options trading may expose the client to substantially greater risks than the investments that are so traded.

The client is warned of the following additional risks:

Derivative investment instruments such as binary options and related markets can be highly volatile. The prices of the underlying instrument that a Binary Option refers to may fluctuate rapidly and over wide ranges and may reflect unforeseeable events or changes in conditions, none of which can be controlled by the client or Binary.com.

Binary.com tries to maintain a reasonable relation between the quoted prices of each underlying asset that a Binary Option refers to and the actual market prices of such an asset. Binary.com makes no warranty, expressed or implied, that the quoted prices represent prevailing market prices.

Binary.com may have access to information that is not available to the client, may have acquired trading positions at prices that are not available to the client, and may have interests different from the client's interests. Binary.com does not undertake any obligation to provide the client with market or other information that the Company possesses, nor to alter or refrain from the Company's own trading.

Information of the previous performance of any underlying instrument or asset does not guarantee its current and/or future performance. Past performance is not a reliable indicator of future results.

Risks of Investment Products

Investing or trading in contracts exposes the client to the performance of the underlying or reference instrument or asset to which the Binary contract refers, including foreign exchange, stock indices, and commodities, each of which have their own features and risks.

Exchange rate risk: Exchange rates between foreign currencies can change rapidly due to a wide range of economic, political, and other conditions, exposing the client to the risk of exchange rate losses in addition to the inherent risk of loss from trading the underlying Investment Product. If the client deposits funds in a currency to trade contracts denominated in a different currency, the client's gains or losses on the underlying investment may be affected by changes in the exchange rate between the currencies.

Other risks: There are other risks related to trading Investment Products and foreign currencies that cannot be described in detail in this document. Generally, however, securities, options, and currency transactions involve exposure to a combination of the following risk factors: market risk, credit risk, settlement risk, liquidity risk, operational risk, and legal risk. For example, there can be serious market disruptions if local or overseas economic, political, or other unforeseen events affect the market. In addition to these types of risk, there may be other factors such as accounting and tax treatment issues that the client should consider.

Market opinions

All opinions, news, research, analysis, prices, or other information contained on this website are provided as general market commentary and do not constitute investment advice. Binary.com will not accept liability for any loss or damage, including, but without limitation to, any loss of profit that may arise directly or indirectly from the use of, or reliance on, such information.

Internet trading risks

There are risks associated with utilising an Internet-based deal execution trading system, including, but not limited to, the failure of hardware, software, and Internet connection. Since Binary.com does not control signal power, its reception or routing via Internet, the configuration of the client's equipment, or the reliability of its connection, the Company cannot be responsible for communication failures, distortions, or delays during online trading.

Accuracy of information

The content on this website is subject to change at any time without notice and is provided for the sole purpose of assisting traders in making independent investment decisions. Binary.com has taken reasonable measures to ensure the accuracy of the information on the website.

Costs and charges

The Company's costs and charges for depositing and withdrawing money are set out here. The client should be aware of all costs and charges that apply to the client because they will affect the client's profitability.

Risk disclosure statement

This risk disclosure statement is not exhaustive and is not intended to constitute a comprehensive statement of all the risks to which the client might be exposed and does not describe all the risks inherent to forex and contracts for differences that exist now or which may arise in the future. Its objective is rather to provide the client with information, so that the client can reasonably understand the risks associated with forex and contracts for differences offered by Binary.com, as it is the Company's intention to provide the client with the best possible trading experience.

The high-risk and speculative nature of forex and CFDs

Forex and contract-for-difference transactions involve a high degree of risk and are speculative because they allow the client to speculate on the short-term price movements of the underlying financial instruments. The client should not enter into forex and/or contract-for-difference transactions unless the client is able to sustain losses that exceed the client's deposited funds. It is important for the client to understand that in order to realise any value from the client's open positions, the client would have to enter into a corresponding transaction to close the client's open positions and may find it difficult or impossible to do so under certain market conditions.

Execution model and counterparty risk

Binary.com offers forex and contracts for differences via a series of models - either solely dealing on own account (dealing desk), or wholly hedging client orders with the Company's liquidity providers (no-dealing desk), or a hybrid model, depending on the company with which the client has a contract. For the hybrid model, client orders are typically hedged when the total transaction volume exceeds a predefined threshold of risk tolerance level. For these execution models, Binary.com acts as the contractual counterparty to the transactions that the client enters into with the Company, as opposed to entering into a contractual counterparty with a central clearing house as would be the case with exchange-traded financial instruments. As such, counterparty risk exists. Counterparty risk refers to the risk of loss for clients resulting from the fact that the counterparty to the forex and/or contract-for-difference transaction that the client has entered into may default on its obligations prior to the final settlement of the transaction's cash flow.

Leverage

Leverage, in the context of margin trading, refers to the use of margin to increase/amplify the value of a trade. Leverage is expressed as a ratio. A 50:1 leverage, for example, means that the client would be able to enter into a trade position that is of 50 times higher than the client's margin. When the client invests in a leveraged product, the client's profit or loss is based on the leveraged position, i.e. the increased/amplified value of the client's trade is determined based on the leverage ratio that the client has set for the client's account.

Leverage can be used to generate returns that are of multiple times higher than the amount set aside from the client's account balance to open and maintain a transaction (the client's margin). However, investments that have the potential to deliver greater investment returns carry higher levels of risk. This means that if the price movement is against the client's favour, the client will suffer losses that are multiple times higher than the amount set aside from the client's account balance to open and maintain a transaction (the client's margin).

Relationship between margin and leverage

The leverage ratio refers to the number of times that the client's margin (the amount set aside from the client's account balance to open and maintain a transaction) can be "leveraged" to enter into a transaction. The denominator of the leverage ratio is always one. A 50:1 leverage is equivalent to a 2% margin requirement (1 divided by 50 = 2%). The leverage ratio that the Company/the client establishes will determine the amount of margin required. As leverage is inversely proportional to margin, as the leverage that the client sets for the client's account gets lower, the margin required to be set aside from the client's account balance (the client's margin requirement) gets higher.

Risk of stop order

The system fills orders on a first-in, first-out basis, i.e. based on the sequence of the order received, and this is beyond the Company's control. As a result, the client may find it difficult or impossible to close a position at the intended price stipulated in the client's stop order during certain market conditions. The placement of stop order by the client, though useful as a risk management tool, will not necessarily limit the client's losses to the client's intended amounts in the event of highly volatile trading conditions, since market conditions may make it impossible to execute such orders, and there is uncertainty about the client's possible exit price. In short, a stop order is not guaranteed because it cannot operate in all market circumstances.

Regular monitoring of open positions

Trading forex and contracts for differences carries a high level of risk and Binary.com does not monitor the open positions of the client's account on the client's behalf. It is the client's responsibility to monitor the client's open positions and understand the exposure of the client's open positions whilst ensuring that the client's exposure commensurate with the client's risk appetite. Due to the cost associated with overnight open positions, the client should consider investing in the market of the instrument in which the client ordinarily transacts instead of investing in a CFD.

Risk of slippage

Whilst the Company endeavours to open or close the transaction to which the client's orders relate at the requested price, acting in accordance with the Company's duty of best execution, there are times when, due to an increase in volatility or volume, orders may be subject to slippage. The difference between the order price and execution price when orders are filled is known as slippage. This means that the client's order is not filled at the exact intended quoted price when the client places their order. Slippage is usually seen during periods of extremely high or low volatility and generally occurs during fundamental news releases or periods of limited liquidity. Slippages can result in either a positive slippage (more favourable to the client) or a negative slippage (less favourable to the client).

External forces

The client's forex and contract-for-difference transactions with Binary.com are linked to an underlying financial instrument, and the client will be exposed to price, currency exchange, interest rate, or other volatility of the market to which the client's financial instrument is related to, especially if the market is of a jurisdiction that is foreign to the client. Forex and contract-for-difference trading over the Internet via an electronic trading platform is subject to data latency risk, which may result in delays in order execution.

Summary of the order execution policy

The Company has a general duty to conduct its business with the client honestly, fairly, and professionally and to act in the client's best interests when opening and closing binary options trades with the client.

More specifically, when the Company enters into a Binary Option trade with the client (each, a "Contract"), the Company has a duty to provide the client with 'best execution'. Best execution means that the Company must take reasonable steps to obtain the best possible result for the client when executing a client order. This document provides a summary of the Company's best execution policy.

The client should note that the Company's duty to provide the client with best execution does not apply to any gambling products that the client places with the Company when there is no underlying financial market.

This policy applies to clients classified as retail or professional. Clients classified as eligible counterparties are outside the scope of this policy.

General

The Company's order execution policy comprises a set of procedures that are designed to obtain the best possible execution result for the client, subject to and taking into account the following factors:

• (a) The nature of the client's Contracts
• (b) The priorities that the client has identified for the Company in relation to entering into those Contracts
• (c) The practices relating to the market in question, with the aim of producing a result that provides, in the Company's view, the best balance across a range of sometimes conflicting factors

The Company's policy cannot provide a guarantee, however, that when entering into Contracts with the client, the price will always be better than one that is or might have been available elsewhere.

Order execution

The Company is licensed to deal in derivatives on its own account. Client orders will be accepted only if the orders are within the client’s account limit. Client orders will be executed by the Company and the Company will always be the client's sole execution venue for all of the trades a client makes in binary options. This means that the Company will always act as the client's counterparty, wherein it takes the other side of the client's trade. The clients should be aware that they are exposed to higher risks as all Binary Options contracts are traded on over-the-counter (OTC) markets, as opposed to regulated exchanges. This section of the policy will outline how the Company intends to comply with its best execution obligations.

Classes of instruments

The Company offers binary options through its online interactive platform.

A binary option is a contract in which one party undertakes to pay the other party a specified amount if the value of a given asset changes in a specific direction within a predetermined period. The three major underlying asset classes for binary options offered by the Company are

• Forex
• Stock Indices
• Commodities

Best execution factors

In relation to Contracts that the client enters into with the Company, the Company acts as principal and not as agent on the client's behalf; therefore, the Company acts as the sole execution venue for the execution of the client's Contracts.

The Company will mainly ensure best execution for the client by giving due consideration to the market price when calculating the Company's Bid/Ask for the underlying reference product to which the client's Contract relates. In order to ascertain the market price, the Company has access to a number of different data sources, which provide the Company with an objective view of the bids and offers available to arms' length traders.

In the case of some Contracts, there may be no functioning or open market or exchange on which the reference product is traded at the time of the client order. In such cases, the Company sets out to determine a fair underlying price based on a number of factors, such as price movements on associated markets and other market influences and information about the client order.

The Company is required to take a number of factors into account when considering how to give the client best execution, specifically:

• (a) Price and cost

  The Company has internally set appropriate controls and monitoring to verify that its aggregate return on various underlying options and durations is equal to its commission charge of 3 - 5%. Proper back-testing is conducted on a quarterly basis to certify that the Company's return does not exceed this set mark-up and hence ascertain continued fair prices to the clientele, whilst mitigating the Company's conflicts of interest.

• (b) Speed

  Due to the online nature of the business and instruments, there is a small delay between an order being entered and the same order being executed on the server. Any significant delay can have negative impacts on clients; therefore, the Company monitors the latency between the entering and execution of client orders. Should this delay exceed the established threshold, then the system administrators will be notified so that they can investigate any possible issue.

• (c) Likelihood of execution

  The Company strives to ensure that all the orders placed are executed; however, this is not always possible due to material difficulty or unusual circumstances. In any instance that the Company is aware of any material difficulty relevant to the proper execution of an order, it promptly informs the client of the issue.

• (d) Likelihood of settlement

  During volatile markets, the Company's trading platform runs across a high number of concurrent online users, high volumes of client orders, and a high number of imported price ticks. As part of the Company's best execution delivery to its clients, the Company ensures that its platform runs smoothly under such stressed conditions and takes all reasonable steps to safeguard the continuity and regularity in the performance of investment activities.

• (e) Size and nature

  Orders will generally be auto-accepted if they do not take the Company over exposure limits and the client has enough remaining balance in their account. With every contract purchased, the Company has systems in place that automatically carry out a large exposure check, and, in case the new total exposure result is greater than or equal to 25% of the eligible capital, the contract cannot be sold to the client.

Specific instructions

When the client gives the Company specific instructions, including (a) specifying the price of a Contract with the Company or (b) specifying the price at which a Contract is to be closed, then those instructions take precedence over other aspects of the Company's policy.

No fiduciary duty

The Company's commitment to provide the client with 'best execution' does not mean that the Company owes the client any fiduciary responsibilities over and above the specific regulatory obligations placed upon the Company or as may be otherwise contracted between the Company and the client.

Monitoring and review of this policy

The Company will monitor the effectiveness of its order execution arrangements and order execution policy. The Company will assess from time to time whether the venues relied upon by the Company in pricing its Contracts on the client's behalf allow the Company to achieve best execution on a consistent basis or whether the Company needs to make changes to its execution arrangements. The Company will also review its order execution arrangements and order execution policy in respect of material changes, either regarding one of the Company's chosen pricing venues or what might otherwise affect the Company's ability to continue to achieve best execution. Should there be any material changes to the Company's order execution arrangements or order execution policy, the Company will notify the client.

Order execution policy

A. Introduction

The terms 'the Company' and 'Binary.com' shall denote Deriv (V) Ltd, Deriv (FX) Ltd, or Deriv Investments (Europe) Limited.

The Company's order execution policy (the "Policy") sets out the overview and approach of how Binary.com executes orders on behalf of the Company's clients.

The Policy is supplemented by Appendix A, which provides further details to the Company's considerations as they are related to differing asset classes. The accompanying Appendix A should be read in conjunction with this Policy.

B. Scope

This Policy applies to retail and professional clients of Binary.com dealing in financial products offered by Binary.com.

C. Definition of best execution

Best execution is the requirement to take all sufficient steps to obtain, when executing orders, the best possible result for the client, taking into account price, costs, speed, likelihood of execution and settlement, size, nature, or any other consideration relevant (hereinafter referred to as the "Execution Factors") to the execution of the order.

D. Client instructions

When the Company accepts an order from the client to open or close a transaction, or any other specific instructions in relation to the client's order, the Company will endeavour to follow the client's instructions as far as reasonably possible, acting in accordance with the Company's duty of best execution in accordance with the client's instructions. These specific instructions include, but are not limited to, the following:

• The venue at which the client's order will be executed
• The price at which the client's order will be executed
• The time at which the client's order will be executed
• The timeframe or duration of the contract as defined by the client's order execution

Where a particular venue has been specified in the client's instructions with respect to the execution of an order, the Company will not be responsible for the venue selection.

Where a particular time or timeframe has been specified in a client's instructions with respect to the execution of an order, regardless of the price available, the Company will endeavour to execute the order at the specified time or over the specified timeframe in the best possible manner after taking all sufficient steps. However, the Company will not be responsible for any consequences related to pricing that are resulted from the time or timeframe of the execution.

Aspects of a client order not affected by specific instructions are subject to the application of Binary.com's order execution policy. In the absence of specific instructions from clients, the Company will exercise its own discretion in determining the factors that are required to be taken into account for the purpose of providing clients with best execution, paying regard to the execution criteria listed below:

• The characteristics of the client
• The characteristics of the order
• The characteristics of financial instruments that are the subject of that order
• The characteristics of the execution venues to which that order can be directed

E. Best execution obligation

Binary.com owes the client a duty of best execution when executing orders on the client's behalf, i.e. when the client places a legitimate reliance on the Company to safeguard the client's interest in relation to the execution of the client's order.

In executing orders on the client's behalf, Binary.com takes into consideration the following to achieve the best possible result for the client:

• Price - the price at which the transaction in relation to the client's order is executed
• Costs - the costs of executing client order, predominantly comprising of spread, i.e. the difference between the Company's Bid and the Company's Ask
• Speed - the speed at which client order can be executed
• Likelihood of execution and settlement - the depth of liquidity of the market to which client order is related
• Size - the size of client order determined by the volume (number of lots)
• Any other consideration relevant to the execution of the transaction

The factors listed above are not listed in order of priority. Ordinarily, price will merit a high relative importance in obtaining the best possible result for the client. However, the relative importance of the listed factors above may change in accordance with

• The specific instructions that the Company receives from the client
• The market conditions of the financial instruments that client orders are related to, which includes the need for timely execution, availability of price improvement, liquidity of the market, size of client order, and the potential impact on total consideration

The Company's determination of the relative importance of the execution factors may differ from the client's during certain circumstances, acting in the client's interest in accordance with the Company's obligation of best execution.

F. Execution venues

Binary.com offers forex and contracts for differences via the hybrid model, i.e. dealing on own account (dealing desk – B-book) or partially hedging client orders with the Company's liquidity providers (no-dealing desk – A-book).

When the Company deals on own account (dealing desk), the Company acts as principal and not as an agent on the client's behalf and the Company therefore acts as the execution venue.

Whilst the Company acts as principal in respect of the client's orders, the Company also assesses the execution venues that the Company uses and upon which the Company places significant reliance to provide the best possible result for the execution of the client's orders. These venues typically consist of third-party investment firms, brokers, and/or liquidity providers.

Binary.com assesses the choice of external execution venues regularly (at least once a year) with the intention of achieving a better result for the client based on the Company's best execution obligation.

When executing client orders using the A-book model, the Company directs the client's trade to one of its liquidity providers, namely:

• GBE Brokers
• FXOpen
• CFH Clearing Limited
• TopFX
• Prime Brokerage Services Limited

G. Order handling

All client orders are processed on a first in, first out basis without any manual intervention. If a client order exceeds the volume limit for the symbol, it is automatically rejected. When executing client orders, Binary.com will seek to fill client order transaction as promptly as possible at the instructed price (or at a better price, if available). Exposure limits are established based on internal governance arrangements and risk management framework, which both commensurate with the size, nature, complexity, and risk profile of the Company's activities. These exposure limits are used as benchmarks to distinguish orders that are auto-accepted from orders that will be worked in the market with fill level passed on to the client.

H. Monitoring and review

The Company will monitor the effectiveness of the Company's order execution arrangements and order execution policy. The Company will assess from time to time whether the venues relied upon by the Company in pricing the Company's contracts on the client's behalf allow the Company to achieve best execution on a consistent basis or whether the Company needs to make changes to the Company's execution arrangements. The Company will also review the Company's order execution arrangements and order execution policy in respect of material changes either in respect of one of the Company's chosen pricing venues or what otherwise affects the Company's ability to continue to achieve best execution. Should there be any material changes to the Company's order execution arrangements or order execution policy, the Company will notify the client.

Appendix - Product specific policies

A. Spot FX

For features and trading illustration of Spot FX offered by Binary.com, refer to the Product disclosure statement. This policy is an appendix to, and should be read in conjunction with, the overarching Binary.com's order execution policy.

Binary.com provides the client with best execution by utilising a smart aggregation method when managing incoming orders. The smart aggregation method works by

• Consolidating liquidity from several providers into a single stream of blended feed
• Intelligently routing incoming orders to different types of execution modes based on configurations and algorithms established using best execution factors

By default, the intelligent order routing system ensures that the top of the book is always comprised of the best Bids and Asks quoted by the competing liquidity providers. However, during times of market illiquidity, this may change with likelihood of execution being the primary execution factor.

Depending on the level of risk that the Company is exposed to while acting as the client's counterparty, the Company acts largely in a principal capacity of the client's trades. As such, the execution venue will usually be Binary.com. However, the Company may transmit the client's order to third-party liquidity providers, in which case the Company will determine the execution venue on the basis described above.

The execution venues are assessed, on a regular basis, as to whether they provide for the best possible result for the clients.

Payment agents terms and conditions

A. Scope of agreement

1. This agreement is between Deriv (SVG) LLC (hereinafter referred to as "the Company" or "Binary.com") and Payment Agent (hereinafter referred to as "the Agent"), both of whom agree to be bound by this agreement.
2. The Company and the Agent (hereinafter referred to as "the Parties") desire to enter into this agreement whereby the Company will offer to its clients local payment processing services through the Agent within a territory as specified in Section D of this agreement.

B. General

1. This agreement constitutes the entire agreement between the Parties, and no earlier representation, arrangement, or agreement, whether written or oral, relating to any matter dealt with in this agreement between the Parties, shall have any force or effect before the Commencement Date.
2. This agreement is supplied to the Agent in English. In the event that there is a difference between the English version and any translated versions of this document, the English version shall prevail. The Company shall not be liable for any loss or damage whatsoever caused by an error, inaccuracy, or misspelling and, as a result, by misunderstanding or misinterpretation of any of the terms or conditions or clauses or provisions of any translated versions of this agreement.
3. Each Party shall do anything reasonably required by the other Party to give effect to the provisions of this agreement.
4. If any provision of this agreement is held to be invalid, void, or unenforceable in any way by any court, arbitration, regulatory body, competent authority, or any other authority or law whatsoever in any jurisdiction in which the Agent provides their services, the remainder of this agreement shall remain in full force and effect.

C. Commencement Date

The Commencement Date of this agreement shall mean the date on which the Agent account is approved by the Company.

D. Provision of services

1. The Agent may provide the Agent's services to those clients of the Company who desire to deposit and/or withdraw money using the Agent. The Agent may provide the Agent's services to clients who intend to use e-wallet or e-payment methods other than those used by the Company (hereinafter referred to as the "e-payments") or local currencies other than those accepted by the Company (hereinafter referred to as the "local currencies") and local bank wire transfers (hereinafter referred to as the "bank wire transfers").
2. It is agreed that any deposits through the Agent shall be made as follows:
   • The client using e-payments and bank wire transfers may make a deposit to the Agent. The Agent, receiving the deposit, shall thereinafter make a deposit to the Agent's Binary.com account (hereinafter referred to as the "Binary.com Agent Account").
   • The sum received in the Binary.com Agent Account shall be subsequently transferred by the Agent to the respective client's Binary.com account (hereinafter referred to as the "Binary.com Client Account").
3. It is agreed that any withdrawals through the Agent shall be made as follows:
   • When the client requests a withdrawal from Binary.com Client Account, such request shall be automatically proceeded, and, as a result, the requested sum shall be transferred from the Binary.com Client Account to the Binary.com Agent Account. However, it is noted that when the client reaches the client's withdrawal limits, a withdrawal request shall not be automatically proceeded before the required authentication process is conducted.
   • The Agent shall thereinafter transfer the requested sum to the client. It is noted that these transactions fall out of the scope of this agreement, and, as a result, the Company shall not be liable against the Agent and the client or any other person, under contract, tort law, or any other applicable law, for any dispute or potential dispute arising out of or in connection with such transactions.
4. The Agent shall not be authorised to offer the Agent's services, under this agreement, to the clients who reside in restricted countries outlined in the Company's terms and conditions (as amended from time to time), which are published on the Company's website, www.binary.com.

E. Agent's obligations

1. Upon demand, the Agent shall provide the Company with all the requested information and documentation regarding their operations and competence, including but not limited to their registration, incorporation, memberships, authorisations, knowledge, expertise, and experience.
2. The Agent shall further undertake to perform all necessary due diligence on the Agent's clients, and the Company shall be entitled, at any time, to request the Agent to provide all information and documentation relating to their clients for the purposes of the Company's AML compliance.
3. Where the Agent ceases to be competent, capable, adequate, or qualified to effectively perform all of the Agent's duties and obligations that are undertaken and agreed to under this agreement, for any reason, including but not limited to lack of knowledge, expertise, experience, skills, and time, the Agent shall notify the Company immediately and without any delay.

   In providing the Agent's services, the Agent shall do the following:

   • Use their best endeavours and diligence to transfer funds deposited to Binary.com Agent Account to its respective Binary.com Client account
   • Provide the Company with all and any information whatsoever that the Agent may become aware of that may be harmful, adverse, or detrimental to the Company and its reputation
   • Follow, comply, and implement with all business-related directions, policies, and procedures of the Company as amended or re-enacted or replaced from time to time
   • Fairly and accurately describe the Agent's services to the clients
   • Perform the Agent's services and other obligations hereunder at their own cost and risk
4. Where the Agent owns or operates website/s, the Agent shall do the following:
   • Receive the approval of the Company to include any information in relation to the Company
   • Include a disclaimer and/or notice that any intellectual property rights, including any trademark or slogan whatsoever, belong to the Company, and any unauthorised use is strictly prohibited
5. It is agreed that the Company shall not be responsible or liable for any matter arising out of or in relation to the use and operation of any website owned or used by the Agent. It is understood that the Agent shall indemnify the Company for all and any losses that the Company may suffer arising out of, or in relation to the use or operations of any website used or owned by the Agent.
6. It is further agreed and understood that the Agent shall not use any domain name that includes the name Binary.com and any derivation or variation of this name that might give the impression that the Company and the Agent are the same person.
7. The Agent shall not do the following:
   • Represent themselves as a representative of the Company or as an authorised person by the Company in their advertising activities
   • Use the Company's name or trademark in the Agent's advertising activities without a written authorisation to be given by the Company
   • Misrepresent the services that the Agent provides to the clients
   • Engage in misleading, illusory, or deceptive conduct
   • Engage in misleading, illusory, or deceptive advertising or promises
   • Prepare and publish any material or place any advertisements that refer to the Company and the Agent's relationship with the Company without an authorisation being given by the Company
   • Abusively or fraudulently use, for any purpose, the Application Programme Interface (API) of Binary.com

F. Company's obligations

Where the Company ascertains any mistakes or flaws related to deposits or withdrawals from or to Binary.com Agent Account or Binary.com Client Account, the Company shall, within a reasonable time, take all corrective measures to rectify such mistakes or flaws.

G. Representations and warranties

1. It is agreed that on the Commencement Date of this agreement and on the date of each transaction, the Agent represents and warrants the following:

   • Where the Agent is an individual, the Agent has reached the age of 18 years or over and has full capacity to enter into this agreement.
   • The Agent has all the necessary authority, power, consents, licences, or authorisations and has taken all necessary actions to enable themselves to lawfully enter into and perform this agreement.
   • This agreement, as well as any and all obligations or rights deriving from this agreement, is binding and enforceable against the Agent.
   • The provisions of this agreement or any orders and any applicable laws will not be breached or violated.
   • Any information that the Agent provided or will provide to the Company in relation to the Agent's financial position, domicile, or other matters is accurate and not misleading.
   • The Agent has taken all measures required to obtain and maintain in full force and effect all authority and/or powers and/or consents and/or licences and/or authorities to enter into and perform this agreement.
   • All reasonable steps are taken to comply with the law or any rules applicable to the jurisdiction in which the Agent resides.
   • Upon the Company's request, the Agent provides the Company with any and all information reasonably required to fully satisfy any and all demands, requests, orders, or requirements of any government or any other authority.

H. Anti-money laundering policy

1. The Agent shall provide any and all information and documentation required in the context of the due diligence that the Company shall conduct from time to time. The Company, complying with the law and providing its services under this agreement, shall be entitled, at any time, to request the Agent to provide all and any due diligence information and documentation related to the Agent and any other person connected or associated with the Agent for the purposes of this agreement.
2. The Agent represents and warrants that the Agent is and will be in compliance with all laws related to anti-money laundering as well as any financial or economic sanction programmes in the jurisdiction in which the Agent operates.
3. Where the Agent omits, fails, or refuses in any manner to provide the Company with evidence of the Agent's identity or any other evidence as required by the law in relation to anti-money laundering within a reasonable time, the Company reserves the right to cease to deal with the Agent.

I. Anti-corruption policy

1. The Agent promises to the Company that the Agent shall comply with, and the Agent's services will be performed in accordance with, any applicable anti-corruption laws.
2. This obligation encompasses the prohibition of unlawful payments or the granting of any form of unlawful benefits to public officials, business partners, employees, family members, or any other partners.
3. The Company shall have the right to suspend or terminate this agreement with immediate effect if the Company has reasonable suspicion that the Agent is undertaking any practices that are in breach of any applicable anti-corruption laws.

J. On-boarding policy

1. The Agent shall submit an application including the following information:
   • Name, email address, and contact number
   • Website URL (where applicable)
   • A list of accepted payment methods
   • The commissions to be charged on deposits and withdrawals
   • Any other information as requested by the Company
2. The information outlined in Paragraph 1 of this section shall be submitted to partners@binary.com.
3. The application shall be reviewed and assessed by the Company's compliance and marketing departments. It is noted that, following and implementing the anti-money laundering policy and conducting due diligence in accordance with the law and regulations, the Company's compliance department shall request and collect all required information and documentation as per Section H.
4. The Company, exercising its absolute discretion, may accept or reject the Agent's application. Where the Agent's application is accepted, the Company shall include all relevant information, including but not limited to name, address, website URL (if available), email address, telephone number, commission rates, and payment methods used by the Agent, in the payment agent list which is disclosed on the Company's website, www.binary.com.

K. Events of Default

1. Each of the following events constitutes an "Event of Default":
   • In case of the Agent's death, incapacity, or mental unsoundness
   • Where the Agent becomes incapable to pay their debts as they fall due, or is bankrupt or insolvent, as defined under any and all applicable bankruptcy or insolvency law where the Agent is an individual
   • Where the Agent acts in breach of any warranty, representation, or promise made under this agreement, and any information provided to the Company in connection with this agreement is, or becomes, untrue or misleading
   • Where the Agent fails to comply with the Agent's obligations or fails to perform any of the Agent's duties or other provisions under this agreement and such failure continues for at least one business day after the receipt of the non-performance notice given by the Company
   • Where any proceedings are involuntarily initiated against the Agent by any third parties who seek or propose liquidation, reorganisation, restructuring, an arrangement or composition, or a freeze or moratorium in relation to the Agent or the Agent's debts in accordance with the law
   • Where any law-suit, action, or other legal or administrative proceedings in connection to this agreement are initiated for any execution, attachment or garnishment, or distress against the Agent or where an encumbrance takes possession of the entire or any part of the Agent's property, undertakings, or assets, whether tangible and intangible
   • Where the Agent is dissolved or deregistered from any records of a formal register whatsoever; furthermore, where any procedure is initiated that is seeking, intending, or proposing the Agent's dissolution or deregistration from any records of a formal register
   • Any event capable to have a material adverse effect on the Agent's ability to perform any of their duties and obligations in accordance with this agreement
2. It is agreed and understood that the Company may unilaterally terminate this agreement if any of the events mentioned in the paragraphs above occurs

L. Indemnification

1. Subject to the law and the terms and conditions of this agreement, the Company shall not be liable to the Agent for any matter arising out of or in relation to this agreement.
2. The Company shall not be responsible or liable to the client for any fraudulent acts or omissions, negligence, misconduct, or wilful default made by the Agent. Likewise, the Company shall not be responsible or liable to the client if any terms and conditions of this agreement are breached by the Agent.
3. The Agent agrees to indemnify the Company for all and any losses that the Company may suffer arising out of, or in connection with, the Agent's fraudulent acts or omissions, negligence, misconduct, wilful default, or breach of this Agreement.
4. The Company shall not be responsible or liable for any advice on financial services provided by the Agent to any client.
5. The Company shall not perform any supervisory function regarding any financial services whatsoever provided by the Agent.
6. Subject to the law, neither the Company nor any of its directors, officers, managers, employees, or agents shall be liable to the Agent or client for any loss, damage, or debt whatsoever arising directly or indirectly out of, or in connection with, this agreement. The Agent agrees to indemnify the Company and its directors, officers, managers, employees, or agents from, and against, any and all liabilities, losses, damages, costs, and expenses, including all and any legal fees incurred arising out of the Agent's failure to comply with any and all of the Agent's obligations set forth in this agreement.

M. Modification/amendment

No modification or amendment of any or all clauses or provisions of this agreement shall be valid without the clear and unequivocal acceptance of such amendments by both Parties.

N. Intellectual property rights

1. The Company is the sole owner of all rights, titles, or interests whatsoever in and to all Binary.com electronic systems, including but not limited to any and all software, e-mail, and email management software, along with any modifications.
2. It is further noted that the Company shall be the sole owner of all rights, titles, or interests whatsoever of data and other information generated or produced and distributed by or through Binary.com electronic systems and other electronic systems used by Binary.com, along with any modifications.
3. All Binary.com's registered or unregistered proprietary rights, including but not limited to patents, trademarks, trade secrets, domain names, URL, pricing information or other proprietary rights materials, ideas, concepts, formats, suggestions, developments, arrangements, programmes, techniques, methodologies, knowhow, equipment, processes, procedures whatsoever shall solely remain with the Company.

O. Force majeure events

1. No Party shall be deemed liable for a partial or complete failure to meet its obligations, under this agreement, in case of force majeure events, including but not limited to civil war, unrest, insurrection, international intervention, any governmental actions, exchange controls, nationalisations, devaluations, forfeitures, natural disasters, act of God, and other inevitable, unforeseeable, unanticipated, or unpredicted events that are not depending on the will of the Parties.
2. The Party that is not able to meet its obligations under this agreement due to force majeure events shall inform the other Party in writing within five business days after such an event has occurred. The Party shall be deprived of the right to be released from any responsibility, under this agreement, where it fails to duly notify the other Party on time.
3. Force majeure events must be confirmed by an authority or government authority of the Party's residence.
4. If force majeure events last for more than 30 business days, the Party not suffering force majeure events may terminate this agreement immediately.

P. Confidentiality

1. The Agent shall treat all information related to the Company and the client, including but not limited to client's identity, financial status, trading, or transaction performance, as well as the Company's business plans, price points, ideas, concepts, formats, suggestions, developments, arrangements, programmes, techniques, methodologies, knowhow, equipment whatsoever, as confidential (hereinafter referred to as the "Confidential Information").
2. The Agent shall not produce any copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution without the Company's request.
3. It is agreed that Confidential Information shall be considered as confidential even after the termination of the business relationship established under this agreement or any other agreement or arrangement between the Parties.
4. It is noted that immediately upon the termination of the relationship between the Company and the Agent, the Agent shall return to the Company any documents pertaining to the Company's business whatsoever which are in the Agent's possession.

Q. Termination

It is agreed and understood that any of the Parties may terminate this agreement by giving seven days written notice to the other Party.

Binary.com Application Programming Interface ("API")

This document (the "Agreement") sets out the terms and conditions ("Terms") between Deriv Services Ltd (“the Company”) and the person who registered for the Binary.com Application Programming Interface (“the Programmer”).

1. Definitions
   1. "Binary.com API" means the Binary.com proprietary set of programmatic routines, protocols, tools, and resources created and maintained by Binary.com that allows the Programmer to use a registered Application to interface with the Binary.com trading platform.
   2. "Content" means any data or content either from the Company's Website or accessed via the API. The Company's "Website" means Binary.com's website at www.binary.com and any other website or service owned or operated by Binary.com.
   3. "Third-party Provider(s)" means the third party (non-affiliated) entity that makes available features and functions through use of the Binary.com API.
2. About the Company and these Terms
   1. The Programmer agrees that, by developing on the Binary.com API, the Programmer is entering into a legally binding agreement with the Company.
   2. By registering a software application, website, or product that the Programmer creates or a service that the Programmer offers (an "Application"), the Programmer acknowledges that the Programmer has read and understood and agreed to be bound by these Terms.
   3. If the Programmer is developing on the Company's API on behalf of a company or other entity, the Programmer represents and warrants that the Programmer has full legal authority to register an Application on behalf of that entity and bind it to these Terms. If the Programmer is not authorised, the Programmer may not accept these Terms or register an Application for someone else.
   4. Limited license grant
      1. As long as the Programmer follows these Terms, the Company grants the Programmer a limited, non-exclusive, non-assignable, non-transferable, terminable licence to use the Binary.com API to develop, test, and support the Programmer's Application and to let the Programmer's customers use the Programmer's integration of the Binary.com API within the Programmer's Application.
   5. Agreement restrictions
      1. The Programmer agrees that the Programmer will not
         1. Sublicense any of the rights granted under these Terms, other than as permitted by these Terms
         2. Use or reproduce the Binary.com API other than as permitted by these Terms
         3. Use the Binary.com API for any purpose that violates any law or regulation or any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or is in any manner inconsistent with these Terms or privacy policy
3. Scope and intent
   1. This Agreement governs the Programmer's use of the Company's API unless the Programmer has executed another agreement with the Company that expressly governs the Programmer's use of the Company's API.
   2. The Programmer may develop Applications using the Binary.com API as soon as the Programmer registers an Application and agrees to follow these Terms.
4. Storage of content
   1. The Programmer is not allowed to store any Content (such as feed data).
   2. The Programmer may store the Application-specific alphanumeric user IDs provided ("API Tokens") or the authentication tokens provided via Open Authorisation Standard ("OAuth Tokens").
   3. The Programmer may cache the Content for up to 24 hours from a request for that Content through the Binary.com API.
   4. If this Agreement is terminated for any reason, the Programmer must permanently delete all Content, except when doing so would cause the Programmer to violate any law or obligation imposed by a governmental authority.
5. Usage limit
   1. The Binary.com API has usage limits enforced to prevent abuse and/or repurposing of the Binary.com API. These usage limits may be changed in the future without notice. If the Programmer consistently exceeds the usage limit or otherwise abuse the service, the Company may block the Programmer's access to the Binary.com API.
6. Follow the law and these Terms
   1. Legal compliance
      1. The Programmer represents and warrants to the Company that, excluding the Content, the Programmer has the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute the Programmer's Application, and that the use or promotion of the Programmer's Application will not violate the rights of any third party (e.g. copyright, patent, trademark, privacy, publicity, or other proprietary right of any person or entity) or any applicable regulation or law and the laws of any country in which the Programmer's Application is made available.
   2. Compliance with and amendments to these Terms
      1. The Programmer must comply with these Terms in order to use the Binary.com API.
      2. The Company reserves the right to modify, supplement, or replace these Terms at any time. The Programmer will be notified of any material changes. The Programmer's continued registration with the Binary.com API and the Programmer's continued use of the Binary.com API will constitute binding acceptance of such changes.
   3. Other obligations
      1. The Programmer and the Programmer's Application must also comply with the following, which are hereby incorporated by reference:
         1. The Binary.com terms and conditions
         2. The Binary.com privacy and security policy
         3. The Binary.com order execution policy
      2. If the Programmer is an affiliate of Binary.com, the Programmer must also comply with Binary.com's Affiliate Programme terms and conditions.
      3. In the event of any conflict between the content in this document and the above documents, this document controls the Programmer's use of the Binary.com API. If the Programmer disagrees with any of the provisions in these Terms, the Programmer must not access or use the Binary.com API.
7. Ownership
   1. Binary.com property
      1. As between the Programmer and the Company, the Company owns all rights, title, and interest, including all intellectual property rights, in and to, the Binary.com API and all elements, components, and executables of the Binary.com API.
      2. The Programmer's use of the Binary.com API will not confer to the Programmer any title, ownership interest, or intellectual property rights that otherwise belong to the Company. The Company's trading platform is protected under patent and the Company's website, including its content, is protected by copyright laws, and will remain the Company's exclusive property, as applicable.
      3. Except for the licence granted in this Agreement, the Company does not grant the Programmer any right, title, or interest in the Binary.com API. The Programmer agrees to take such actions as the Company may reasonably request to perfect the Company's rights to the Binary.com API.
   2. The Programmer's property
      1. Except to the extent that the Programmer's Application contains the Binary.com API, the Company claims no ownership or control over the Programmer's Application.
      2. During the term of this Agreement, the Programmer grants the Company a royalty-free, non-exclusive, worldwide, irrevocable right, under all of the Programmer's intellectual property rights, to do the following:
         1. Publish the Programmer's name and logo (with or without a link to the Programmer's Application) on the Company's website, in press releases, and in promotional materials without additional consent.
         2. Use, perform, and display the Programmer's Application and its content for purposes of marketing, demonstrating, and making the Programmer's Application available to the Company's clients.
         3. Link to and direct the Company's clients to the Programmer's Application.
   3. Contributions to the Binary.com API
      1. By submitting suggestions or other feedback regarding the Binary.com API to the Company ("Contributions"), the Programmer acknowledges and agrees to the following:
         1. The Company is not under any obligation of confidentiality with respect to the Contributions.
         2. The Company may use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide.
         3. The Programmer irrevocably and non-exclusively licenses to the Company rights to use the Programmer's Contributions.
         4. The Programmer is not entitled to any compensation or reimbursement of any kind from the Company under any circumstances.
   4. Improvements
      1. The Programmer also acknowledges that Binary.com may continue to make changes to and enhance the Binary.com API and that those changes and enhancements will be owned by Binary.com. The Programmer hereby assigns and transfers to the Company all of the Programmer's rights, title, and interest in and to any modifications or derivative works of the Binary.com API created by or for the Programmer, regardless of whether they were created in accordance with these Terms; such assignment being effective upon creation of such works, and shall include, without limitation, all rights under any intellectual property laws, including copyright. The Programmer shall not take any action to jeopardise, encumber, limit, or interface in any manner with Binary.com's ownership of, and rights with respect to, the Binary.com API, or any derivative works or updates thereof or thereto. Any components, parts, or mechanics of any system or API programme derived from the Binary.com API, or Binary.com's business practices shall belong solely to Binary.com. Further, the Programmer will not, at any time, contest or assist any third party in contesting the rights of Binary.com in the Binary.com API or any other intellectual property provided in these Terms.
   5. Revisions to the Binary.com API
      1. The Company may release subsequent versions of the Binary.com API and require that the Programmer use those subsequent versions. The Programmer's continued use of the APIs following a subsequent release will be deemed the Programmer's acceptance of modifications.
      2. The Programmer shall discontinue the Programmer's use of all prior versions of the Binary.com API in favour of the revised Binary.com API. While it is the Company's intention that the revised Binary.com API shall be backward compatible with the immediately prior version of the Binary.com API, the Company does not guarantee or warrant that this shall be so, and the Company shall have no liability whatsoever to the Programmer for any failure of the revised Binary.com API to be backward compatible with any prior version of the Binary.com API.
      3. The Company may change, suspend, terminate, or discontinue any aspect of the Binary.com API, including the availability of any services, information, features, or functions accessible by means of the Binary.com API, on no less than seven days' advance notice to the Programmer.
8. Limitations on liability
   1. The use of the Binary.com API is at the Programmer's own risk, and the Programmer assumes full responsibility and risk of the loss it may suffer as a result of using, or accessing, the Binary.com API. Except to the extent that liability under any applicable law or regulation cannot be excluded, the following cases hold:
      1. The Company is not liable for loss or damage of any kind whatsoever arising as a result of information or prices published on or furnished through the Binary.com API, or any errors or omissions of the Binary.com API.
      2. The Company shall have no liability arising from orders, investment decisions, or purchases of third-party goods or services (including financial instruments and currency) based on information published on or furnished through the Binary.com API.
      3. Under no circumstances shall the Company or its directors or employees be liable under this Agreement to the Programmer or any third party for any indirect, special, incidental, punitive, or consequential loss or damages or any other similar damages under any theory of liability (whether in contract, tort, strict liability, or any other theory), which are directly or indirectly attributable to the use of, or the inability to use, the Binary.com API, or any content contained thereon, even if the Company has been informed of the possibility thereof.
9. Disclaimers
   1. Warranty disclaimer
      1. The Company provides the Binary.com API on an "as is" and "as available" basis with no warranties, either express or implied, of any kind. To the fullest extent permissible under applicable law, the Company disclaims any and all warranties and representations, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, accuracy of data, and non-infringement.
      2. The Company does not guarantee that the Binary.com API it provides will function without interruption or errors in functioning. In particular, the operation of the Binary.com API may be interrupted due to maintenance, updates, or system or network failures. The Company disclaims all liability for damages caused by any such interruption or errors in functioning.
      3. Furthermore, the Company disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the Binary.com API due to inappropriate equipment, disturbances related to Internet service providers, the saturation of the Internet network, and any other reason.
   2. Security disclaimer
      1. The Programmer acknowledges and agrees that the Programmer is solely and exclusively responsible for the control, operation, and security of transactions and communications made through access to or use of the Binary.com API. The Programmer acknowledges that there are risks associated with utilising an Internet-based deal execution trading system including, but not limited to, the failure of hardware, software, and Internet connections. The Programmer acknowledges that the Company does not control signal power, its reception or routing via the Internet, the configuration of the Programmer's equipment, or the reliability of its connection, and the Company shall not be responsible for any communication failures, disruptions, errors, distortions, or delays the Programmer may experience when trading via the Internet using the Binary.com API.
10. Indemnification
    1. The Programmer shall be solely responsible for, and shall indemnify and hold the Company free and harmless from any and all third-party claims, damages, or lawsuits (including, but not limited to, consequential losses and loss of profit and the Company's reasonable legal costs and expenses if applicable):
       1. The Programmer or the Programmer's employees' or agents' acts or omissions, including the Programmer's or their breach or alleged breach of these Terms
       2. The Programmer's breach of any of Binary.com's rights
       3. The Programmer's violation of any applicable law, rule, or regulation
       4. Any failure on the Programmer's part to maintain the security of any security devices or procedures used in or in association with the Binary.com API
       5. The use, operation, or combination of the Binary.com API with non-Binary.com API(s), data, equipment, or documentation if liability would have been avoided but for such use, operation, or combination
       6. Any third-party claims arising out of, or relating to, the Programmer's use of, or inability to use, the Binary.com API
11. Confidentiality
    1. The Programmer acknowledges that, in the course of dealing under these Terms, the Programmer may obtain confidential information relating to the Company and its parent, subsidiaries, affiliates, or other third parties. Such confidential information shall belong solely to the Company.
12. Security
    1. The Programmer must promptly report any security deficiencies in, or intrusions to, the Programmer's Application that the Programmer discovers to Binary.com by writing in to Hackerone or by raising a discussion thread on Vanilla Community which is part of our Developer Site. The Programmer will work with Binary.com to immediately correct any security deficiency and will immediately disconnect any intrusions or intruders. In the event of any security deficiency or intrusion involving the Application, APIs, or Content, the Programmer will make no public statements (e.g. press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Binary.com in each instance.
13. Term and termination
    1. Term
       1. This Agreement shall commence on the date that the Programmer first accepts this Agreement and shall continue unless and until terminated in accordance with the term and termination conditions set forth in this Agreement.
    2. Right to terminate
       1. At any time and for any reason or no reason, the Company, in its sole discretion, may do either of the following immediately:
          1. Terminate the Programmer's use of the Binary.com API
          2. Terminate this Agreement
       2. The Programmer may terminate this Agreement at any time, but only by giving the Company a minimum of seven days' written notice. "Written notice" here includes notice delivered by regular mail or by email.
    3. Termination causes
       1. The following are causes for termination:
          1. The Programmer is in default or breach of any covenant, obligation, or condition contained in this Agreement, and such default is not cured within seven days of receipt of written notice from the Company.
          2. The Programmer's use of the Binary.com API causes damage to the Binary.com trading platform; in which case then Binary.com may, at its option, forthwith suspend the Programmer's use of the Binary.com API and/or terminate this Agreement without further written notice.
    4. Effect of termination
       1. Upon the expiration or termination of this Agreement, for whatever reason, all rights and licences granted to the Programmer in this Agreement, including use of the Binary.com API, shall immediately terminate. The Programmer agrees to promptly cease all further use of the Binary.com API. Termination of this Agreement shall not act as a waiver of any breach of this Agreement and shall not act as a release of the Programmer's liability for the breach of the Programmer's obligation under this Agreement. The Company shall not be liable to the Programmer for damages of any kind solely as a result of terminating this Agreement in accordance with its Terms.
14. General provisions
    1. Severability
       1. If any provision of these Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of these Terms will not be affected in any way.
    2. If the Programmer is entering into this Agreement on behalf of the Programmer's employer or other entity, the Programmer represents and warrants that the Programmer has full legal authority to bind the Programmer's employer or such entity to this Agreement.
    3. The Programmer may not assign rights granted in this Agreement without the Company's prior written approval.

Introducing Brokers

This Agreement sets out the terms and conditions between Binary.com and the Introducing Broker in providing Introducing Broker services to the Company in accordance with the provisions and terms of this Agreement.

The services offered by the Introducing Broker to the clients are offered because the Introducing Broker is approved and qualified to offer such services. Additionally, such services are offered by the Introducing Broker fairly, honestly, and in good faith and in accordance with all business-ethics rules.

It is hereby agreed as follows:

1. Definitions

   In this Agreement, unless the context otherwise requires, the following definitions hold:

   Account means a client's trading account opened with Binary in accordance with the account procedure provided on Binary.com.

   Agreement means this agreement and includes all appendices, schedules and annexures as amended, supplemented, replaced, or novated.

   Affiliate Arrangement means an arrangement where Binary devotes its time and resources to identify prospective clients in a specified manner.

   Associate means any physical person or any type of legal person or entity or body of persons which has business, commercial, financial, entrepreneurial, employment, agency, family, personal, and other links or bonds with the Introducing Broker and includes any person who has the same personal information, IP address, physical or mailing address, telephone number, email address, or passport details as the Introducing Broker.

   Authorisation means any written notarisation, certificate, license, approval, permission, Authority, exemptions, registration, filing, agreement, consent, notice, or notice of non-objection.

   Authority means organisation, whether governmental or not, or physical person or any type of legal person or entity or body of persons and any executor, administrator, or representative of such Competent Authority located in any jurisdiction that has legally delegated or invested authority, capacity, power, or competence to perform a designated function.

   Business Day means Monday to Friday (UTC+8).

   Client Information means all of the information about the client, including but not limited to their name, address, contact details, account details and trading history.

   Commission means the commission payable by Binary to the Introducing Broker as set out in the Appendix below.

   Competent Authority means any organisation, whether governmental or not, or physical person or any type of legal person or entity or body of persons and any executor, administrator, or representative of such Competent Authority located in any jurisdiction that has legally delegated or invested authority, capacity, power, or competence to perform a designated function.

   Company or Binary means Binary.com.

   Effective Date means the commencement date of this Agreement.

   Introducing Broker means any potential individual or entity willing to provide Binary with IB services.

   Law means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, policy statements, practice notes, mandatory codes of conduct, writs, orders, injunctions, judgments, determinations, and statutory licence conditions.

   Malicious Activity means any manipulations of Binary's systems and business in ways which resulted in any adverse, special, incidental, punitive or consequential loss or damages to Binary.

   Marketing Materials means any content, whether in electronic or hard copy form, created by or under Binary's direction, for the purpose of marketing the Binary business or services, and incorporating the Binary Trademarks.

   Trademark means any trademarks, signs, logos, designs, expressions, and trading names owned by or licensed to Binary, whether registered or not registered, and any subsequent trademark created.

2. Acceptance of Agreement

   By indicating the acceptance of the terms and conditions of this Agreement and continuing with the Introducing Broker application to join the Company's Introducing Broker programme, the Introducing Broker is hereby agreeing with all the terms and provisions stated herein.

The Company shall, in its absolute discretion, determine whether the application of the Introducing Broker has been successful. The Company's decision is final and is not subject to any appeal.

The Company shall notify the Introducing Broker upon the successful approval of the Introducing Broker application.

3. General

   This Agreement constitutes the entire agreement between the parties, and no earlier representation or arrangement, written or oral, relating to any matter dealt with in this Agreement between the parties shall have any force or effect before the Effective Date.

   Each party shall do anything reasonably required by the other party to give effect to the provisions and terms of this Agreement.

   Should any provisions or terms of this Agreement become invalid or unenforceable, the provision or term shall be severed from the remainder of the Agreement and shall not render the remainder Agreement to be invalid or unenforceable.

   If the Introducing Broker breaches any of the provisions or terms of this Agreement, the Company shall have the discretion to suspend any or all payments to the Introducing Broker.

   The Company may modify any provisions or terms of this Agreement at any time. It is the responsibility of the Introducing Broker to consistently review all modifications in the Agreement made on the website.

   The section headings are for convenience only and shall not control or affect the meaning, construction, scope, and intent of any of the provisions of this Agreement.

4. Introduction of clients and instructions

   The Introducing Broker shall use their experience, knowledge, and best efforts to provide IB services to Binary, and Binary shall remunerate the Introducing Broker for IB services in accordance to the Commission structure listed on Binary.com Introducing Broker programme.

   Upon request from the Company or its legal representatives or government regulators, the Introducing Broker must promptly grant Binary with unlimited access to information to the extent that Binary requires to satisfy any legal or regulatory requirement or obligation.

   The parties agree that the relationship between Binary and the Introducing Broker is not an exclusive relationship and both the Introducing Broker and Binary may enter into similar relationships with other parties.

5. The Introducing Broker's obligations

   The Introducing Broker must notify the Company immediately if they cease to possess any relevant Authorisation required or cease to be competent, capable, adequate, or qualified to effectively perform all their duties and obligations undertaken and agreed to under this Agreement for any reason, including but not limited to lack of knowledge, expertise, experience, skills, and time. The Introducing Broker must also promptly notify the Company in writing upon the initiation of any proceedings in bankruptcy, dissolution, or liquidation.

   In providing IB services, the Introducing Broker shall

   1. Use their best endeavours to attract potential clients for Binary
   2. Use the Marketing Materials provided by Binary solely for the purpose of providing IB services and in accordance with Binary's instructions
   3. Provide Binary with any information that they have become aware of which may result in an adverse or harmful consequence for Binary and its reputations
   4. Implement and comply with all business-related directions, policies, and procedures of Binary as enacted, amended, or replaced from time to time
   5. Comply with any Competent Authorities' requests or directions
   6. Perform IB services and other obligations mentioned here at their own cost and risk
   7. Fairly and accurately describe Binary's business and services in a transparent manner to the clients
   8. Provide information to clients only on technical and educational matters
   9. Inform any clients introduced to Binary that the trading services and products are offered by or through Binary and not the Introducing Broker
   10. Inform any clients introduced to Binary of any matter that the Company may reasonably consider necessary in order to comply with any legal/regulatory requirements

   Where the Introducing Broker owns, or operates, a website and wishes to include Binary's services, the Introducing Broker shall

   1. Receive the approval of the Company to include any information in relation to Binary
   2. Provide a web-link from their own website to Binary.com
   3. Include a disclaimer or notice that the intellectual property rights of the Trademark solely belong to Binary and any use of it is strictly prohibited unless Binary has given such authorisation.

   The Introducing Broker consents to the disclosure of their identity on the webpage of Binary.com or any publicly accessible medium managed by Binary.

   The Introducing Broker pledges that they shall not at any time

   1. Indicate that Binary or the Introducing Broker and their Associates will guarantee a client's profit or loss or limit the losses of any client
   2. Misrepresent Binary or the services that are offered by Binary
   3. Engage in misleading or deceptive conduct or illusory or deceptive advertising
   4. Prepare and publish any content or place any advertisements that refer to Binary and its relationship with Binary without the prior written consent of Binary
   5. Amend or change all or any part of the Marketing Material without Binary's prior written consent
   6. Use the name 'Binary' or any derivation of that name such as 'Binary.com' or the Binary Trademarks in a way that might compete with Binary's search engine optimisation without the prior written consent of Binary, which includes using the name 'Binary.com' on the title tag of the Introducing Broker's website
   7. Refer clients to Binary with the knowledge, or with a reasonably expected knowledge, that these clients engage in such conduct that constitutes Malicious Activity
   8. Provide any financial/investment trading advice to clients (Binary shall not be liable to the Introducing Broker and the client for any misrepresentation or fraudulent or negligent misstatement made by the Introducing Broker. The Introducing Broker shall also hold Binary harmless and shall indemnify Binary and its directors, officers, managers, employees, or agents from and against any liabilities, losses, damages, costs, and expenses, including all and any legal fees incurred arising out of the failure of the Introducing Brokers to comply with any or all of their obligations set forth in this Agreement.)

6. Accounts

   Binary shall have the absolute discretionary power to accept or reject an application to open an Account by a client introduced by the Introducing Broker.

7. Commissions

   Commission shall only be paid where the following are met cumulatively:

   1. Closed/complete trades
   2. Closed trades made by clients introduced by an Introducing Broker and duly approved by Binary

   However, Introducing Brokers contracted with Deriv Investments (Europe) Limited shall be paid on a Cost Per Acquisition (CPA) deal only, whereby the Introducing Broker shall become eligible for payment of a set amount only upon the introduction of a client to Binary and as long as the Introducing Broker is providing an enhanced service to the clients.

   Commission will not be paid for Accounts that have been opened or traded by an Associate of the Introducing Broker.

   Binary will pay the Commission to the Introducing Broker before or on the 15th day of the month following the calendar month in which the trades were made (Due Date).

   The Introducing Broker acknowledges that the Commission received by the Introducing Broker pursuant to this Agreement fully compensates for its obligations under this Agreement.

   The Introducing Broker is responsible for the payment of their own taxes, duties, fees, or other governmental levies or charges. Any fees payable by Binary to the Introducing Broker in connection with this Agreement are exclusive of any such taxes, duties, fees, or levies.

   The clauses above shall not apply in its entirety to any Introducing Brokers who are contracted to provide Introducing Broker services with Deriv Investments (Europe) Limited.

8. Introducing Broker warranties

   The Introducing Broker warrants to the Company at all times that

   1. All information/documentations provided by the Introducing Broker when applying for Binary's Introducing Broker programme is true and accurate.
   2. They have obtained all Authorisations and are not aware of anything that shall or might reasonably be expected to prevent them from entering and performing all of their obligations under this Agreement.
   3. They are not aware of anything that shall, or might reasonably be expected to, prevent, or obstruct them from performing all of their obligations under this Agreement, in the manner and at the times contemplated by this Agreement.
   4. They will comply with all laws when performing their obligations under this Agreement.
   5. This Agreement has been duly executed and constitutes binding obligations on both parties, enforceable against it in accordance with its Terms.
9. Limitation of liability

   Other than the payment of Commissions, Binary is not liable to the Introducing Broker or their Associates or any other person for any matter arising out of or in relation to this Agreement whether under the law of tort, contract, or equity or otherwise for any loss.

   The Introducing Broker agrees to indemnify Binary against any loss that Binary may suffer or incur arising out of, or in connection with, any act or omission of the Introducing Broker, or as a result of any fraud, negligence, wilful default, or material breach of this Agreement.

10. Term and termination of this Agreement

    This Agreement shall commence on the Effective Date and will continue to be in full force and effect until this Agreement is terminated in accordance with the provisions and terms of this Agreement.

    Either party may terminate this Agreement at any time by giving a seven-day (7) advanced written notice to the other party.

    If any of the parties is a physical person, this Agreement shall be terminated in the event of death or physical or mental incapacity of such parties.

    This Agreement shall be terminated should the behaviour of the Introducing Broker constitute negligence, misconduct, or wilful default.

    This Agreement shall be equally terminated in the event of bankruptcy, insolvency, or liquidation of either party.

    On termination of this Agreement

    1. Binary shall pay Commissions for any trades placed by clients prior to the date of termination but shall not be liable to pay Commissions for any trades placed by clients on or after the date of termination. In the case of the Introducing Brokers who are contracted with Deriv Investments (Europe) Limited, any pending Commission from the CPA deal prior to the date of termination shall be paid in full.
    2. The Introducing Broker shall immediately cease using the Marketing Materials whether in hard copy or electronically on any website and return all Marketing Materials to Binary. They shall also cease referring to Binary and shall remove all of the Binary Trademarks, including logos, branding, and other references to Binary from their website and/or marketing materials.
    3. The Introducing Broker acknowledges that on termination, they have no claims against Binary whatsoever and are not entitled to any compensation or claim arising from the termination.
    4. If the Introducing Broker engages in Malicious Activity, Binary, in its absolute discretion, may
       1. Refuse to pay any Commission to the Introducing Broker engaged in the Malicious Activity
       2. Set off any Commission paid or payable by Binary to the Introducing Broker against any amounts held in any accounts of the Company

11. Notices

    Any notice required by this Agreement shall be in writing and shall be emailed to the following addresses:

    1. compliance@binary.com
    2. partners@binary.com

    In any event, an email notice shall be presumably and sufficiently served upon the completion of sending the email. Should the email be sent on a non-Business Day, it shall be presumably and sufficiently served on the next Business Day.

12. Confidential information

    Neither party shall, without the prior written consent of the other, disclose any details or information acquired directly or indirectly as a result of the relationship contemplated by this Agreement to any person or use the same for their own benefit, other than as contemplated in this Agreement.

    The clause above shall not apply to any information to the extent

    1. To which it, at the time of execution of this Agreement was, or subsequently has become, in the public domain through no fault of the parties
    2. That the recipient is obliged by Law to disclose such information, provided that the recipient promptly advises the other party of the legal obligation to disclose such information
    3. That the parties agree in writing that both parties will be exempt from the provisions of this clause

    Each party will

    1. Take all necessary steps at all times to ensure the non-disclosure and confidentiality of other party's confidential information
    2. Require its Associates, employees, and agents not to disclose or copy any of the other party's confidential information for any purpose except as permitted under this Agreement

    The obligations under this clause shall survive after the termination of this Agreement.

13. Assignment

    Binary may assign any or all of its rights under this Agreement to a third party.

    The Introducing Broker may not assign any or all of its rights under this Agreement without the prior written consent of Binary.

14. Agency or partnership

    The parties agree that nothing in this Agreement creates a relationship between them of employer/employee or principal/agent, a joint venture, or a partnership. Each party shall perform this Agreement as an independent contractor and shall solely be responsible for its own action or inaction.

15. Force majeure event

    No party shall be deemed liable for a partial or complete failure to meet its obligations under this Agreement, in case of force majeure events, including but not limited to civil war, unrest, insurrection, international intervention, any governmental actions, exchange controls, nationalisations, devaluations, forfeitures, natural disasters, act of God, and other inevitable or unforeseeable, unanticipated, and unpredicted events not depending on the will of the parties.

    The party that, due to force majeure events, is not able to meet their obligations under this Agreement, shall inform the other party in writing within six (6) days after the occurrence of such an event.

    Should force majeure events last for more than thirty (30) Business Days, the party not suffering force majeure events may terminate this Agreement immediately.

16. Governing law

    This Agreement will be governed and construed in accordance with the laws of the country in which the relevant subsidiary is located, and the parties shall submit to the non-exclusive jurisdiction of the same courts.