Trader Agreement

This Trader Agreement ("Agreement") governs rights and obligations regarding the use of services provided by PropXP Ltd (the “Company” or “PropXP”), a limited liability company incorporated under Companies Act, Cap. 13.01 of the Revised Laws of Saint Lucia, with registration number 2025-00696, and its registered office at Ground Floor, Rodney Court Building, Rodney Bay, Gros Islet, Saint Lucia, offered through www.propxp.com (the “Website”). You are urged to carefully and thoroughly read this Agreement prior registering with the Company. You are under no legal obligation to use the services of the Company if you do not agree or understand or comprehend any part of this Agreement, nor should you use the Services offered unless you understand and agree to these terms.

This Agreement is entered into by you (“you”, “your”, or the “Customer”) and the Company. The Company and the Customer hereinafter each referred to individual as a (“Party” and collectively as the “Parties”)

The Agreement is provided and executed electronically as part of the registration process established by the Company for the Services offered through the Website. By clicking to accept within the website’s user interface, you acknowledge and agree that this Agreement is fully executed.

During the registration process, you must accurately and truthfully complete all requested information and submit the required Know Your Customer (“KYC”) documents to verify your identity. The information and KYC documents provided must match those submitted during your initial onboarding for the PropXP Challenge.

By submitting your information, you confirm that, to the best of your knowledge, all details provided are true and accurate at the time of submission.

1. DEFINITIONS

“Business Day” shall mean a day (excluding Saturdays, Sundays, and public holidays) on which banks in Saint Lucia are open for business.

“Contract” shall mean a legally binding agreement between the parties, including but not limited to agreements between the entity and its customers, suppliers, or partners, governed by applicable laws in Saint Lucia.

“Force Majeure” shall mean any event beyond a party’s reasonable control that prevents the fulfillment of contractual obligations, including but not limited to natural disasters, government actions, war, strikes, or failure of telecommunications systems.

“Obligations” shall mean the duties and responsibilities that a party is required to fulfill under a contract.

“Person” shall mean any natural person, corporate entity, partnership, trust, or other legal entity.

“Privacy Policy” shall mean the set of rules and guidelines that govern the collection, use, and protection of personal data in accordance with the applicable laws of Saint Lucia.

“Terms and Conditions” shall mean the rules and regulations governing the use of the entity’s services,including the rights and obligations of users and the entity.

“Trading” shall mean the act of buying, selling, or exchanging financial instruments, including but not limited to contracts for difference (CFDs), foreign exchange, or securities. For clarity, PropXP provides simulated/evaluation environments and may, at its discretion, route funded-account trades as described herein. PropXP does not accept, hold, or transmit client funds.

“Website” shall mean the online platform operated by the entity, accessible at https://www.propxp.com/, providing information, services, and tools for users.

2. PURPOSE OF THE AGREEMENT

2.1 This Agreement sets forth the terms and conditions under which the Company provides the Trader with access to trading accounts and capital for proprietary trading purposes. The Company agrees to allocate specific capital to the Trader for the sole purpose of executing trades within the parameters defined by the Company. The Trader shall act as an independent contractor and is granted permission to utilize the trading capital for the execution of trades, subject to the rules and regulations established by the Company. The Company reserves the right to withdraw, modify, or terminate access to the trading accounts and capital at any time, at its sole discretion, with or without notice to the Trader.

2.2 The Trader acknowledges that all trading activities are executed using the Company’s capital and remain the sole property of the Company. The capital allocated for trading by the Company, including any gains or losses resulting from trading activities, is considered the exclusive property of the Company and shall not be claimed by the Trader in any capacity. The Trader understands and agrees that the Company holds full ownership of the funds, as well as the trading platforms, technologies, systems, and any intellectual property (IP) associated with the trading process, whether developed by the Company or provided to the Trader. The Trader acknowledges that they do not acquire any rights, including, but not limited to, ownership, intellectual property rights, or proprietary interests, over the Company’s funds, trading strategies, software, platforms, or any other assets used for trading. The Trader is strictly prohibited from using the Company’s proprietary tools or intellectual property for personal gain, outside of the scope of this Agreement, or in any manner not explicitly authorized by the Company. In the event of any breach of this clause, the Company reserves the right to terminate this Agreement immediately, and the Trader may be held liable for any damages or losses incurred as a result.

2.3 The Trader represents and warrants that they are at least eighteen (18) years of age or the age of legal majority in their country of residence, whichever is higher. By entering into this Agreement, the Trader confirms that they have the legal capacity to be bound by its terms.

2.4 The Trader acknowledges that all trading activities are conducted using the Company’s capital, and the Trader is not personally liable for trading losses beyond the pre-agreed risk management limits. However, if the Trader violates risk management policies, engages in unauthorized trading, or breaches the terms of this Agreement, the Company reserves the right to terminate the Trader’s access and withhold any pending profit distributions as a penalty. The Trader shall not be held responsible for losses exceeding the capital allocated by the Company unless such losses result from fraudulent activities or gross misconduct by the Trader.

3. NO EMPLOYMENT, PARTNERSHIP, OR AGENCY RELATIONSHIP

Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, employment, or similar relationship between the Trader and the Company. The Trader acts solely as an independent participant and has no authority to bind, represent, or act on behalf of the Company in any manner. The Trader shall not be entitled to any employee benefits, compensation, or protections, including but not limited to salary, insurance, pension, or severance.

4. SUBJECT MATTER OF THE AGREEMENT

4.1 The subject matter of this Agreement is the Company’s obligations to provide the Customer with a set Services, such as access to demo and/or trading accounts, training and materials, instrument analysis or any other set service as demonstrated in this Agreement. The Customer shall be eligible for a financial reward (the “Reward”) in accordance with the set terms of this Agreement.

4.2 The Customer hereby acknowledges that when using the Services provided by the Company must adhere and fully respect the terms of this Agreement, any applicable regulation and/or laws and any related third-party set of terms and conditions.

4.3 The Company shall not provide Services to Customer that:

is resident of a country or territory subject to international sanctions (including those issued by the European Union, (EU) United Nations (UN), or Office of Foreign Assets Control (OFAC)
is resident in a jurisdiction identified by the Financial Action Task Force (FATF) as high-risk or non-cooperative (commonly referred to as the FATF “blacklist”);
is subject to applicable international sanctions;
has been convicted of financial crimes, terrorism, or related unlawful activity; or
is a resident of any jurisdiction in which proprietary trading programs, simulated trading, or educational trading challenges are prohibited or restricted under local laws or regulations.

Any of the above Customers are strictly prohibited to use the Services, which includes also the use of the Client Section/Trading Platform.

5. TRADER OBLIGATIONS

5.1 The Trader shall use the Company’s trading account solely for executing trades and shall comply with all applicable laws and regulations. The Trader agrees to utilize the Company’s trading account exclusively for the purpose of conducting trades in accordance with the trading guidelines and parameters set by the Company.

5.2 The Trader shall not engage in:

A. Any form of market manipulation or fraudulent trading strategies. This includes, but is not limited to, actions such as spreading false information, creating artificial liquidity, or any other strategies designed to manipulate market prices or the trading environment. The Trader agrees not to engage in any conduct that may be deemed as fraudulent, unethical, or otherwise contrary to the spirit of fair and transparent trading. The Company will not tolerate any attempts to deceive the market or violate market integrity.
B. Trading in prohibited financial instruments or restricted markets. The Trader is prohibited from trading in financial instruments that are banned by regulatory authorities or the Company’s internal policies. This includes markets or instruments subject to restrictions, such as high-risk, speculative, or unregulated financial products. Any engagement in such instruments without prior approval from the Company will be considered a breach of this Agreement and may result in termination or other penalties.
C. The use of automated trading systems or external algorithms without the Company’s prior written approval. To request approval, the Trader must submit a detailed description of the trading system, including its strategy, risk parameters, and execution methodology. The Company reserves the right to reject, modify, or impose conditions on the use of such systems. Any unauthorized use of automated trading tools may result in termination of the Agreement, suspension of trading privileges, or reversal of trades executed in violation of this clause. The Trader acknowledges that the Company may have specific rules governing the use of automated trading systems (ATS), bots, or external algorithms. Any use of such systems, without explicit written consent from the Company, is strictly prohibited. The use of automated trading systems must not interfere with the Company’s objectives or breach any internal policies regarding risk management, security, or trading behavior.

5.3 The Trader is responsible for maintaining confidentiality regarding all proprietary strategies, company policies, and trading methodologies. The Trader agrees to keep all confidential information provided by the Company in strict confidence, including any proprietary trading strategies, risk management protocols, company policies, and any other intellectual property belonging to the Company. The Trader is prohibited from disclosing, sharing, or using such confidential information for personal gain or for the benefit of any third parties. This obligation of confidentiality will remain in effect both during and after the termination of this Agreement.

5.4 The Trader shall not share login credentials or access to the Company’s trading platforms with any third party. The Trader is solely responsible for safeguarding their login credentials and access to the Company’s trading platforms. Sharing access or login details with third parties, including unauthorized individuals or entities, is strictly prohibited. The Trader understands that they are fully responsible for any actions or transactions conducted under their account, whether or not initiated by them personally, and any unauthorized use could result in severe consequences, including termination of this Agreement and legal action.

5.5 The Trader agrees to notify the Company immediately if they become aware of any security breaches or unauthorized use of their trading account. In the event of any suspicious activity, such as hacking attempts, phishing attacks, or any other form of unauthorized access to the Trader's account, the Trader is required to promptly notify the Company. Failure to report such incidents could lead to loss of funds or other damages, and the Trader may be held liable if they do not take prompt action in protecting their account.

5.6 The Trader acknowledges that this Agreement is accepted electronically during the registration process on the Company’s website. By clicking the acceptance checkbox, the Trader confirms their agreement to the terms outlined herein. By completing the registration process and electronically signing this Agreement via the acceptance checkbox, the Trader acknowledges and agrees to be bound by the terms and conditions stated in this Agreement. The Trader also confirms that they have read, understood, and accepted all provisions within the Agreement. Electronic acceptance shall have the same legal effect as a physical signature, and the Trader affirms that the click of the acceptance checkbox constitutes valid consent.

5.7 The Trader must provide accurate and truthful information during registration, including a valid identification document for verification. Any inconsistencies or falsifications may result in the rejection or termination of this Agreement by the Company. The Trader is required to provide complete, truthful, and accurate information during the registration process, including their full name, address, date of birth, and any other details required for identity verification. The Company reserves the right to verify the provided information and may request additional documents, such as a valid government-issued ID, to ensure compliance with regulatory and security standards. Should the Trader provide false or misleading information, or fail to cooperate with verification requests, the Company may refuse to accept the Trader’s application, suspend or terminate their access to trading accounts, and withhold any capital or profits. The Trader agrees to notify the Company immediately if any personal information changes during the course of this Agreement.

5.8 PROHIBITED TRADING PRACTICES

The Trader acknowledges and agrees that the following trading behaviors are strictly prohibited. Any breach of these provisions may result in immediate termination of this Agreement, forfeiture of profits, account closure, or legal action where appropriate:

A. Scalping

The Trader is prohibited from engaging in scalping strategies that involve rapid, high-frequency trades executed within seconds or minutes, with the sole intention of profiting from small price movements. Such practices are considered abusive and undermine the integrity of the trading environment.

B. Arbitrage Trading and Latency ExploitationScalping

Arbitrage strategies that attempt to exploit price discrepancies across markets, platforms, or liquidity providers in an unfair or unlawful manner are strictly prohibited. This includes latency- based arbitrage, stale price arbitrage, delayed feed exploitation, or any practice that seeks to generate risk-free profits from technical or pricing inefficiencies.

C. Manipulation

The Trader shall not engage in practices intended to manipulate market conditions (for live accounts) or evaluation outcomes (for demo accounts) is strictly prohibited.

D. Insider Trading

The Trader shall not trade based on material, non-public, or confidential information related to any financial instruments or markets. Use or disclosure of such information, whether direct or indirect, for personal gain is strictly forbidden.

E. Practices / System Exploitation

The Trader shall not attempt to exploit errors, delays, or technical malfunctions on the Company’s trading platform. Activities such as abusing system glitches, executing trades on delayed data feeds, or any other form of technical manipulation are strictly prohibited. The Company reserves the right to void such trades and take appropriate action.

F. False Reporting and Misrepresentation

The Trader shall not falsify or misrepresent any trading activity, account balances, performance data, or other material information provided to the Company. Any such conduct will result in immediate termination of this Agreement and may trigger legal consequences.

G. Reckless or Abusive Trading

Trading behavior that disregards established risk parameters or constitutes reckless, gambling-style activity (for example, oversized positions without regard to daily or maximum drawdown limits) may be considered abusive and a breach of this Agreement.

H. Copy Trading, Signal Mirroring, and Coordinated Trading

The Trader is strictly prohibited from engaging in any form of copy trading, signal mirroring, or coordinated trading activity, whether manual or automated, including but not limited to:

replicating trades from another account (within the Company or externally);
allowing third parties to replicate the Trader’s activity;
executing substantially identical trades across multiple accounts in a coordinated manner;
using third-party signal providers, trade copiers, or similar services to replicate trades or strategies not developed by the Trader, whether manually or through automated means, including third-party or publicly available trading strategies.

For the avoidance of doubt, the Trader may replicate trades across multiple accounts that they personally own and operate, provided they can demonstrate sole ownership and control of such accounts upon request.

Any such activity shall be considered non-independent trading and a violation of this Agreement, regardless of the method of execution.

The Company shall have the sole and absolute discretion to determine whether trading activity is independent or coordinated based on its internal analysis.

5.9 COMPLIANCE WITH RISK MANAGEMENT POLICIES

The Trader acknowledges and agrees to strictly adhere to the Company’s risk management protocols, including but not limited to:

A. Position Size Limits: The Trader is prohibited from taking positions larger than the pre-approved size as set forth by the Company. Engaging in excessive risk-taking or overleveraging will be considered a material breach of this Agreement.
B. Trade Execution During High-Risk Events: The Trader agrees to refrain from trading during periods of extreme volatility, such as during economic announcements or high-impact news events, unless specifically authorized by the Company. Any trades executed in violation of this clause may be subject to reversal.
C. Trading Outside Approved Hours: The Company may set specific hours during which trading is permitted. The Trader agrees not to execute trades outside of these hours unless explicitly approved by the Company. Unauthorized trading during off-hours will be deemed a violation of this Agreement.

5.10 MONITORING AND SUPERVISION OF TRADING ACTIVITIES

The Company reserves the right to monitor all trading activities of the Trader, including the use of automated trading systems, bots, and third-party algorithms. Any trading activity that is deemed to be in violation of the Company’s policies, including abusive, manipulative, or unethical trading practices, may result in the suspension or termination of the Trader’s access to the trading platform.

A. Automated and High-Frequency Trading: The Trader agrees not to use automated systems, bots, or high-frequency trading strategies without the prior written consent of the Company. Unauthorized use of such systems will result in immediate termination of this Agreement.
B. Data Manipulation: The Company will take action against any attempts to manipulate data, including inflating account balances, misrepresenting financial activity, or manipulating the trading environment in any way.

5.11 PENALTY FOR ABUSIVE TRADING PRACTICES

If the Company identifies that the Trader has engaged in any prohibited trading practices outlined in Section 5.8, the Company may:

A. Immediately suspend or terminate the Trader’s account, including forfeiting any profits associated with the abusive activity.
B. Reclaim any profits generated through unlawful means or by exploiting the trading system.
C. Pursue legal action, including claims for damages, against the Trader for any losses suffered by the Company due to fraudulent or abusive practices.

5.12 REMEDIES FOR BREACH OF AGREEMENT

In the event of a breach of this Agreement by the Trader, including but not limited to engaging in prohibited trading practices, the Company may take the following actions:

A. Revoke the Trader’s access to the trading platform and capital.
B. Withhold any profits generated by the Trader’s account during the period of abuse.
C. Demand reimbursement of any losses incurred by the Company due to the Trader’s misconduct or unlawful activities.
D. Take disciplinary action, including possible legal proceedings for breach of contract and other applicable laws.

5.13 TRADING STYLE EVALUATION AND FUNDED ACCOUNT ENVIRONMENT

PropXP continuously monitors and evaluates the trading activity of all clients to ensure compliance with its rules and policies. Funded accounts may be provided in either a simulated/demo environment or, at the Company’s discretion, in a live environment where trades may be routed to external liquidity providers or executed internally. The decision regarding the routing and execution of trades shall remain exclusively with PropXP and may be adjusted at any time without prior notice. In the event that any trading behavior is identified—either by PropXP or reported by its liquidity providers—as abusive, manipulative, or otherwise detrimental to the integrity of the firm’s trading infrastructure or its relationships with third parties, PropXP reserves the right to take any of the following actions immediately and without prior notice:

Terminate the funded account associated with such trading behavior;
Withhold any profits or pending payouts generated by the funded account, in whole or in part;
Revoke access to the trading platform or suspend the trader’s participation in future funding programs;
Initiate an internal investigation into the trader’s activity, during which account access may be limited or suspended.

Examples of abusive or prohibited trading practices include, but are not limited to:

Latency arbitrage or trading based on delayed, stale, or inaccurate price feeds;
Hedging or offsetting positions between correlated accounts (whether within PropXP or across external platforms);
Use of third-party software or systems to exploit price feed discrepancies;
Execution of trades intended solely to manipulate account metrics (e.g., passing evaluations through artificial activity);
Any exploitation of platform vulnerabilities, pricing errors, or operational inefficiencies.

This list is not exhaustive. PropXP retains full discretion to determine whether trading activity violates its internal policies, external agreements with liquidity providers, or the general principles of fair and transparent trading.

The trader acknowledges and agrees that compliance with all trading rules, platform guidelines, and applicable risk disclosures is a condition of participation in the PropXP funding program.

6. RISK MANAGEMENT & LIMITATIONS

6.1 The Trader agrees to adhere to the Company's risk management rules, which may include:

A. Maximum daily loss limits: The Company may set a maximum daily loss limit for the Trader’s trading account. This limit is designed to protect both the Trader and the Company from significant financial losses. If the Trader reaches or exceeds the specified daily loss limit, all open trades will be automatically closed, and the Trader may fail the evaluation or have their funded account disabled. The Trader will be required to cease all trades until the following trading day, or until the Company grants permission to resume trading. The Company may adjust these limits at its discretion, and the Trader is required to comply with any updates or changes.

B. Maximum overall loss: The Company may set a maximum overall loss limit for the Trader’s account to protect both the Trader and the Company from significant financial losses. If the Trader reaches or exceeds this limit, all open trades will be automatically closed, resulting in failure of the evaluation or termination of the funded account. The Company may also terminate the Trader’s account at its discretion. Additionally, the Company reserves the right to adjust the loss limit at any time, and the Trader is required to comply with any updates or changes.

C. Trading hours and restrictions: The Trader is obligated to follow the trading hours as defined by the Company, including any holidays, market closures, or specific time- sensitive restrictions. The Company may designate certain hours as appropriate for trading activities, while other times may be considered off-limits or subject to restricted trading conditions due to market volatility, liquidity concerns, or internal risk management protocols. The Trader must ensure that all trading activities take place within the prescribed hours, and any trading outside these hours without prior approval may be considered a breach of this Agreement.

6.2 The Company reserves the right to impose trading suspensions or terminate the Trader’s access to the trading account in the event of violations of risk management policies. If the Trader violates any of the established risk management policies, including exceeding loss limits, violating position size restrictions, or engaging in trading outside of permissible hours, the Company may suspend or permanently terminate the Trader’s access to the trading account. The Company may also take other corrective actions, such as closing open positions or adjusting the Trader’s margin requirements, in response to any breach of risk management guidelines. Repeated violations or failure to comply with the Company’s risk protocols may lead immediate and irreversible termination of this Agreement.

6.3 The Company may monitor all trades and may cancel or reverse transactions that violate the risk parameters or operational guidelines. The Company reserves the right to continuously monitor the Trader’s trading activities, including reviewing each individual trade for compliance with the risk management rules outlined in this Agreement. If any trades are identified that violate the Company’s established parameters, the Company may take appropriate action, which may include cancelling or reversing such transactions, adjusting trade execution, or imposing financial penalties. The Trader acknowledges that any trades deemed to violate risk management rules may be subject to reversal or annulment without prior notice, and the Company will not be held liable for any resulting losses or damages.

6.4 The Company reserves the right to terminate access to its platform if the Trader engages in high-risk trading behaviors or fails to comply with any limitations outlined in this Agreement. In addition to the specific rules set out in the risk management guidelines, the Company may monitor for general trading behaviors that are considered high-risk, such as excessive leverage, frequent margin calls, or erratic trading patterns. If the Company determines that the Trader is engaging in behavior that poses an unacceptable level of risk to the Company’s capital or violates the spirit of the risk management policies, the Company may suspend or permanently terminate the Trader’s access to its platform. The Company may also take immediate action, such as closing open positions or restricting trading privileges, to mitigate potential risks. The Trader understands that the Company’s decision regarding the termination of access or suspension of trading is final and is at the sole discretion of the Company.

7. COMPENSATION & PROFIT SHARING

7.1 The Trader shall be entitled to receive a percentage of the profits or performance-based rewards, as specified in the mutually agreed-upon profit-sharing structure outlined in this Agreement. The net trading profits will be calculated after the deduction of any applicable fees, commissions, charges, or costs associated with the execution of trades, including but not limited to transaction fees or platform usage fees. The Company reserves the right to revise or modify the fee structure at its sole discretion, provided that any such changes are communicated to the Trader in writing with reasonable notice. All profit allocations to the Trader shall be calculated based on the agreed-upon schedule, and the Company shall provide regular statements reflecting the profit-sharing details.

7.2 Any withdrawal of profits by the Trader shall be processed within 7 (seven) business days of the request, subject to necessary verification and approval procedures by the Company. The Company reserves the right to withhold or delay the processing of profit withdrawals in the event of any issues requiring investigation, such as discrepancies in account balances, non- compliance with risk management policies, or suspected fraudulent activity. The Trader acknowledges that the Company may implement additional requirements for withdrawals, including identity verification or compliance checks, in accordance with applicable laws and regulatory guidelines. The Trader agrees to provide all necessary documentation as requested by the Company to facilitate timely processing of profit withdrawals

7.3 The Trader acknowledges and agrees that they are solely responsible for any and all tax obligations arising from the profits, payments, or payouts received under this Agreement. The Company will not withhold or deduct any taxes on behalf of the Trader. The Trader agrees to comply with all applicable tax laws and regulations in their jurisdiction and shall indemnify and hold the Company harmless from any claims, liabilities, or penalties arising from the Trader’s failure to meet such tax obligations. The Company may, at its discretion, provide the Trader with certain tax-related documentation (such as income statements or reports) as required by law or upon request.

7.4 In the event that the Trader incurs losses exceeding the pre-agreed-upon risk management thresholds or beyond the limits defined by the Company’s risk guidelines, the Company reserves the right to reassess the Trader’s eligibility to continue trading under the current terms.

7.5 In demo environments, exceeding risk parameters may result in immediate account termination. In live environments, losses beyond agreed thresholds may trigger corrective actions, including but not limited to suspending the Trader’s trading access, modifying risk parameters, or requiring additional safeguards before allowing the Trader to resume trading. The Trader acknowledges that maintaining compliance with the Company’s risk management policies is a critical part of the trading relationship, and continued non-compliance or excessive losses may result in the termination or modification of this Agreement. The Company shall provide the Trader with notice of any actions taken and may recommend specific corrective actions or risk adjustments.

7.6 No refunds of any fees, charges, or other amounts paid by the Trader in connection with evaluation programmes, challenges, or access to the Company’s services shall be due or payable under this Agreement. This Agreement governs only the payment of performance-based rewards or profit shares, where applicable.

7.7 Any profit share, reward, or payout referenced in this Agreement is conditional, discretionary, and subject to full compliance with this Agreement, internal reviews, and final approval by the Company. No reward shall be deemed earned, accrued, or payable until formally approved and released by the Company.

8. ELECTRONIC ACCEPTANCE OF AGREEMENT

By electronically accepting this Agreement through the Website, the Trader affirms that they understand and agree to all the terms and conditions contained herein. The Trader acknowledges that their acceptance via the website’s user interface is a legally binding signature, and the electronic signature holds the same validity as a physical signature under the applicable laws governing electronic contracts, including but not limited to the Electronic Transactions Act, 2011 (Act No. 16 of 2011) of Saint Lucia .

9. LIABILITY & INDEMNITY

9.1 The Company shall not be liable for any direct, indirect, incidental, special, or consequential losses, damages, or expenses incurred by the Trader, including but not limited to losses resulting from market fluctuations, system failures, network or technical disruptions, errors, or malfunctions, or any other force majeure events. The Trader acknowledges and agrees that trading in financial markets involves inherent risks and that the Company is not responsible for any financial losses resulting from such risks. Force majeure events include, but are not limited to, acts of God, war, terrorism, strikes, natural disasters, government actions, changes in laws or regulations, or any other event beyond the reasonable control of the Company.

9.2 The Trader agrees to indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, agents, and representatives from any and all claims, losses, damages, liabilities, expenses, or costs (including legal fees and expenses) arising directly or indirectly from the Trader's breach of this Agreement, non-compliance with applicable laws or regulatory requirements, negligent or wrongful acts, omissions, or failure to comply with the Company’s policies and procedures. This indemnity obligation shall survive the termination of this Agreement and shall remain in effect even after the Trader ceases to engage in any trading activities with the Company.

9.3 The Trader acknowledges and agrees that past trading performance is not indicative of future results, and there is no guarantee of success in trading. The Trader understands and accepts that trading in financial markets involves significant risks, including the possibility of losing the entire invested capital. The Trader assumes full responsibility for all trading decisions, actions, and outcomes. The Company makes no representations or warranties, express or implied, regarding the profitability or performance of any trading strategies or methods, and the Trader acknowledges that any such representations or warranties are expressly disclaimed.

9.4 The Trader expressly waives any claims for anticipated profits, lost opportunity, expected earnings, goodwill, or future income, whether arising from account termination, suspension, modification of trading conditions, or discretionary decisions by the Company.

9.5 The Company reserves the absolute right, at its sole discretion, to suspend or terminate the Trader’s access to its trading platform, accounts, or any associated services, without prior notice or liability, if the Company reasonably believes that the Trader has engaged in unethical, unlawful, or non-compliant trading activities. This includes, but is not limited to, engaging in fraudulent activities, market manipulation, insider trading, or any behavior that violates the Company’s policies, regulatory requirements, or ethical standards. In such cases, the Company may also seize or forfeit any profits, accounts, or assets associated with the Trader’s activities, and the Trader agrees to hold the Company harmless from any and all claims resulting from such actions. The Company shall have no obligation to provide the Trader with any compensation, reimbursement, or justification for such termination.

9.6 The Company reserves the right to monitor the Trader’s trading activities and access to its platform. In cases where the Company identifies that the Trader’s activities could be detrimental to the Company’s business, including manipulation, abuse of trading systems, or exploitation of market inefficiencies, the Company has the authority to block or suspend the Trader’s access to the platform at its discretion.

10. TERMINATION

10.1 The Company reserves the right to terminate your account or contract with us at any given time without any given notice to you. The Company may also proceed with termination if the Trader:

A Engages in misconduct, dishonesty, or any illegal activities, or breaches any material terms or provisions of this Agreement, including but not limited to confidentiality obligations, non- compete clauses, or intellectual property rights.
B Engages in activities or conducts themselves in a manner that may harm or negatively impact the Company’s reputation, financial standing, or relationship with clients, business partners, or regulatory authorities, whether directly or indirectly.
C Fails to adhere to the agreed-upon risk management policies, trading strategies, or any other operational procedures set forth by the Company, including taking excessive risks or failing to follow guidelines that could jeopardize the Company’s financial interests or compliance requirements.
D Engages in activities that involve conflicts of interest, such as trading on personal accounts in a manner detrimental to the Company, or using proprietary information for personal benefit in a manner contrary to the best interests of the Company.
E Is found guilty of any fraudulent activity, misrepresentation, or acts of negligence that could impact the integrity of the trading activities or the financial position of the Company.

If termination occurs due to such violations, the Company may close the Trader’s account, forfeit pending profits, and pursue legal action if necessary. In cases where the Trader wishes to terminate the Agreement voluntarily, they must provide written notice and ensure that all outstanding obligations, including financial liabilities or unresolved compliance matters, are settled prior to the termination date.

10.2Termination by the Trader:

10.2.1 The Trader may terminate this Agreement by providing written notice to the Company, specifying a notice period of 14 days. Such termination must not be made while there are any outstanding liabilities, obligations, or unresolved matters between the Trader and the Company. The Trader agrees to settle all outstanding dues and obligations, including any penalties or costs incurred, prior to the effective date of termination.

10.3 Post-Termination Obligations:

10.3.1 Upon termination of this Agreement, whether initiated by the Company or the Trader, the Trader agrees to:

A. Immediately cease all trading activities, including any unauthorized access to the Company’s platforms.
B. Return or delete any proprietary materials, software, or confidential information provided by the Company.
C. Not engage in any activities that could harm the Company’s reputation, business, or intellectual property post-termination.

10.4 Forfeiture of Profits and Account Closure:

10.4.1 In the event that the Company terminates this Agreement due to fraudulent activity, gross violations, or any other severe breach of the Agreement by the Trader, the Company reserves the right to close the Trader’s account, forfeit any pending profits, and withhold any outstanding payments to the Trader. If termination occurs due to such violations, the Company may also pursue legal action to recover any losses caused by the Trader's misconduct. The Trader shall not be entitled to any compensation or reimbursement for any losses incurred as a result of the termination under these circumstances. Furthermore, the Company may retain any funds or assets within the Trader's account to offset potential damages caused by the breach.

11. CONFIDENTIALITY

11.1 Both Parties agree to maintain strict confidentiality regarding all information related to the business, including but not limited to trading strategies, methodologies, proprietary data, financial information, operational practices, client details, and any other sensitive or proprietary information that may be disclosed during the term of this Agreement. Both Parties shall take all reasonable steps to protect and prevent the unauthorized disclosure of such information to any third party, except when required by law or regulatory authority. Any disclosure, whether intentional or unintentional, shall be considered a material breach of this Agreement.

11.2 The confidentiality obligations outlined in this section shall remain in full effect even after the termination, expiration, or completion of this Agreement. The Parties agree that these obligations shall continue indefinitely, or until such information becomes public through no fault of either Party, or is otherwise lawfully made available to the public, whichever comes first.

11.3 The Trader agrees not to use any proprietary information, trading strategies, or methodologies belonging to the Company for personal gain, or for the benefit of any third party, either during or after the term of this Agreement. This includes, but is not limited to, using the Company's confidential information to gain an unfair competitive advantage in the financial markets, or sharing such information with competitors, business associates, or any individual or entity outside of the Company. The Trader further agrees that they shall not engage in any activities that would exploit the Company’s confidential information, including but not limited to trading, investing, or disclosing sensitive data, for personal or financial gain.

12. GOVERNING LAW & DISPUTE RESOLUTION

12.1 This Agreement shall be governed by, and construed in accordance with, the laws of Saint Lucia, without regard to its conflict of laws principles. Both Parties hereby submit to the exclusive jurisdiction of the courts in Saint Lucia, for purposes of enforcing this Agreement or resolving any disputes that may arise, except as otherwise expressly agreed by both Parties in this Agreement.

12.2 In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, its performance, interpretation, breach, termination, or validity, the Parties agree that such dispute shall be resolved exclusively through binding arbitration. The arbitration shall take place in Saint Lucia, and shall be conducted in accordance with the rules of the binding arbitration in Saint Lucia, or any successor organization, as in effect at the time of the arbitration. The arbitration proceedings shall be conducted in English, and the decision of the arbitrator(s) shall be final and binding on both Parties. The costs of arbitration, including administrative fees and the fees of the arbitrator(s), shall be borne equally by both Parties unless otherwise determined by the arbitrator(s).

12.3 Before initiating formal arbitration, both Parties agree to make reasonable efforts to resolve any dispute amicably and in good faith. Such efforts may include but are not limited to informal negotiations, facilitated discussions, or the use of alternative dispute resolution (ADR) methods, such as mediation, which may be mutually agreed upon. Both Parties acknowledge that this preliminary attempt to resolve the dispute amicably is an essential part of the dispute resolution process, and agree to engage in such discussions with the goal of reaching a mutually acceptable solution. If the dispute is not resolved within a reasonable time (to be mutually agreed upon), either Party may then proceed to initiate formal arbitration as outlined in Section 11.2.

13. MISCELLANEOUS

13.1 This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, representations, agreements, or understandings, whether oral or written, relating to the subject matter of this Agreement. No other agreements, promises, or understandings, whether express or implied, shall be deemed valid or binding unless they are expressly incorporated into thisAgreement. The Parties acknowledge that they have not relied on any statements, representations, or promises made outside the scope of this Agreement in entering into this arrangement.

13.2 The provisions relating to confidentiality, indemnity, limitation of liability, intellectual property, governing law, dispute resolution, and any obligations intended by their nature to survive termination shall remain in full force and effect following termination or expiration of this Agreement.

13.3 Any modifications, amendments, or changes to this Agreement shall be valid and binding only if made in writing and signed by authorized representatives of both Parties. The Parties agree that no oral or implied modifications to this Agreement shall be effective unless specifically agreed upon in writing. In the event that any modification or amendment to this Agreement is made, the terms and conditions of the modified Agreement shall govern, and all prior terms, unless explicitly stated otherwise, shall remain in full force and effect.

13.4 If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitrator, such provision shall be deemed severed from this Agreement, and the remaining provisions of the Agreement shall continue in full force and effect. The Parties agree to replace any invalid or unenforceable provision with a valid provision that most closely reflects the original intent of the Parties, to the extent possible. The invalidity or unenforceability of any provision shall not affect the enforceability of the remaining provisions, and this Agreement shall be construed and enforced as if the invalid provision had never been included.