Malfex Investment LLC

INTRODUCING BROKER
TERMS & CONDITIONS

These terms and conditions (the Terms) have been issued by Malfex Investment LLC, a company incorporated in Dubai license number 1091827 acting as mother company MFX investment stock joint company in baku Azerbaijan and exisiting under the laws of Azerbaijan under registration number IS-06, licensed by the “Central bank of Azerbaijan” . (the Company).

• Background

1.1. The Company and you (the Introducing Broker) operate in the business of brokerage and trading in Financial Products.

1.2. The Introducing Broker proposes to provide the Services to the Company which entail soliciting and introducing Prospective Clients to the Company and the Company proposes to contract the Services from the Introducing Broker.

1.3. These Terms set out the terms of the agreement between you and the Company in relation to the provision of the Services.

• Definitions and interpretation

2.1. Definitions

In these Terms, unless the context otherwise requires, the following definitions apply:

Account means a Platform trading account for Financial Products maintained by the Company in the name of a Client;

Affiliate means, in relation to a person, another person that Controls, is Controlled by or is under common Control with such person;

Agreement Date means the date on which the Introducing Broker accepts these Terms;

Applicable Laws means all laws, decrees, directives, orders, regulations, circulars or rules in force from time to time in the jurisdiction where each party is incorporated, established or domiciled;

Bid means the price quoted on the Platform at which a Client may execute a Transaction to sell a Financial Product;

Business Day means a day, when banks are open for business, on the same day, in the jurisdiction of incorporation or establishment of the Company;

CFD means contract for difference;

Confidential Information means (without limitation) the existence and contents of these Terms, the transactions
conducted under these Terms, including the Services, any audits, Created IPR and any other information which a

reasonable business person would regard as confidential including information relating to the parties, an Affiliate, a Client or Prospective Client;

Control means (i) the legal or beneficial ownership, directly or indirectly, of more than fifty per cent (50%) of the share capital or other voting Ownership Interests of any person or (ii) the ability, directly or indirectly, to procure the appointment of more than half of the board or other controlling body of any person (and Controlled will be construed accordingly);

Created IPR has the meaning ascribed to it in clause 10.1; Client means an Existing Client or an Introduced Client;

Eligibility Criteria means the eligibility criteria set out in clause 5.1;

Existing Client means a person who has opened an Account and entered into an Operative Agreement with the Company but is not an Introduced Client;

Financial Products means financial products comprising of CFD’s, Forex and any other financial products that can be traded on the Platform, from time to time;

Foreign Exchange means a pair of two different currencies whose exchange rates are traded in the foreign exchange market;

Forex means a Future or a CFD, where the asset sold under the contract is Foreign Exchange;

Future means rights under a contract for the sale of a commodity or asset of any other description under which cash settlement, in lieu of physical delivery, is to be made at a future date and at a price agreed on when the contract is made;

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Introduced Client means a Prospective Client that has satisfied the Eligibility Criteria; KYC means know your Client;

Margin means the margin amount required by the Company to enter into or maintain an open Position as determined by the Company, from time to time, in the Company’s sole discretion;

Offer means the price quoted on the Platform at which a Client may execute a Transaction to buy a Financial Product;

Operative Agreement means one or more agreements entered into between a Client and the Company setting out, among others things, the terms and conditions pursuant to which a Client is granted access to and permitted to utilise the Platform, and will be deemed to include any addendums, schedules and risk disclosure notice, accessible though the Website;

Ownership Interests means any direct or indirect interest in the shares or any other equity securities, options, warrants and the right to purchase, subscribe for or acquire any shares or other equity securities, and any interest in any securities convertible into or exchangeable for any shares or other equity securities, in all cases, in any person;

Platform means the online platform maintained and operated by the Company that enables persons to open an Account;

Portal means a messaging portal facilitated through the Website and accessible through an Account enabling instantaneous communication between a person with access to an Account and the Company;

Portal Access has the meaning ascribed to it in clause 4; Position means, in relation to a Financial Product:

1. a buy position, commonly referred to as a long position or hedging position, that, in perpetuity until closed, appreciates in value if market prices in the underlying asset increase, and depreciates in value if the market prices in the underlying asset decrease; or
2. a sell position, commonly referred to as a short position or hedging position, that, in perpetuity until closed, appreciates in value if market prices in the underlying asset decrease, and depreciates in value if market prices in the underlying asset increase;

Promotional Material means any verbal, written, visual, or audio communication or representation, directly or indirectly relating to the Platform, the Company or a Company Affiliate, the Company’s or a Company Affiliate’s business, directed at any person, including Clients or Prospective Clients;

Prospective Client means a person that is not a Client;

Regulatory Rules means the Securities and Commodities Authority rules and guidance, as amended from time to time;

Rules means the Arbitration Rules of Azerbaijan;

Remuneration is detailed in the Schedule;

Services has the meaning ascribed to it in clause 3;

Spread means the difference between the Bid and Offer;

Term has the meaning ascribed to it in clause 16.1;

Termination Date means the date on which these Terms are terminated in accordance with clause 16;

Transaction means a Financial Product transaction entered into or executed by or on behalf of a Client in accordance with the Operative Agreement;

VAT means value added tax; and

Website means the internet domain www.malfex.com and any sub-domains. 2.2. Interpretation

Unless the context otherwise requires, references to:

• month, monthly, year and yearly and any other references in time will be construed by reference to the Gregorian calendar;

• writing or written includes any mode of representing or reproducing words in a legible and non-transitory form including documents and information sent by email;

• duly authorised representative means a person that is authorised by a party to act for, in the name of and on behalf of, that party for a specific purpose, where such authorisation is valid for all relevant purposes (including as evidence before a court) under the laws applicable to the party granting such authority;

• words in the singular include the plural and vice versa;

• any phrase introduced by the term including, include, in particular or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term;

• persons include individuals, firms, partnerships, limited liability partnerships, companies, bodies corporate, corporations, unincorporated associations, governments, authorities, agencies and trusts (in each case, whether or not having separate legal personality);

• clauses are to clauses of these Terms;

• Schedules attached to these Terms (including their respective attachments, if any) form an integral part of these Terms;

• clause headings are included for ease of reference only and will not affect the interpretation of these Terms;

• a statute or statutory provision will include all sub-ordinate legislation made from time to time under that statute or statutory provision; and

• a statute or statutory provision is a reference to it as amended or extended from time to time, or as replaced with equivalent or similar provisions.

• Services

The Introducing Broker will solicit Prospective Clients in an effort to convert such Prospective Clients to Introduced Clients (the Services).

• Portal Access

The Company will provide the Introducing Broker with access to the Portal to enable the Introducing Broker to provide the Services (the Portal Access). Subject to applicable data protection regulations, the Portal Access will keep a record of the Introduced Clients of the Introducing Broker and allow the Introducing Broker to monitor the Remuneration.

• Introduced Clients

5.1. A Prospective Client will be deemed an Introduced Client, if that person satisfies all the following conditions: (a) is introduced to the Company by the Introducing Broker;

(b) as determined by the Company, in the Company’s sole discretion, from time to time:

1. satisfies the Company’s Account opening requirements;
2. provides to the Company the KYC information requested by the Company;
3. satisfies the Company’s compliance requirements; and
4. carries out the Company’s Account opening procedure;

(c) enters into an Operative Agreement;

(d) in the course of opening an Account follows the Introducing Broker’s referral link to the Platform; Ei

(e) opens an Account; and

(f) after opening the Account, sends a confirmation email or an introducing broker form to the Company requesting the Company to associate its Account to the Introducing Broker, after opening the Account,

(collectively, the Eligibility Criteria).

5.2. The Company will deem an Introduced Client as an Existing Client for the purposes of these Terms if, at any time, an Introduced Client notifies the Company that the Introduced Client desires to be disassociated from the Introducing Broker.

• Remuneration

6.1. The parties agree that the Company will compensate the Introducing Broker for the provision of the Services, by advancing to the Introducing Broker the Remuneration.

6.2. All amounts payable by the parties under these Terms, including the Remuneration, are stated inclusive of VAT or any other applicable tax.

• Right to audit

7.1. The Company will have the right to examine the Introducing Broker’s books and records relating to the Remuneration or Services on reasonable grounds.

7.2. For the purposes of clause 7.1, the Introducing Broker grants to the Company and its professional advisers a right of access to the Introducing Broker’s premises, systems, data storage, documents and information on the giving of reasonable notice during business hours.

7.3. For the purposes of clause 7, the Company and its professional advisers will use reasonable endeavours to ensure there is no interruption to the business of the Introducing Broker.

• Introducing Broker’s obligations During the Term, the Introducing Broker must:

(a) manage, supervise and complete the Services reliably and professionally, in accordance with these Terms in all material respects;

(b) meet any performance dates in relation to the Service to the best of its abilities;

(c) carry out all the Introducing Broker obligations under these Terms including the Introducing Broker obligations related to the Services;

(d) provide the Services with reasonable skill, expertise and care and in accordance with best industry practice in relation to the Services from time to time;

(e) in no capacity to whatsoever bind or otherwise represent itself as able to bind the Company in relation to trades with Clients or Prospective Clients nor act as an agent, appointed representative or as an authorised representative of the Company or a Company Affiliate. The Introducing Broker must at all times take all reasonable measures to inform Prospective Clients and Introduced Clients in writing that:

1. the Introducing Broker and the Company or and any Company Affiliate are separate and unaffiliated; and
2. a Client is a Client of the Company and not a Client of the Introducing Broker;

(f) not register or operate for and on behalf a Client an Account or execute any Transaction in relation to which the Company provides services to the Client pursuant to the Operative Agreement, unless the Introducing Broker is duly authorised by the Client pursuant to the Regulatory Rules;

(g) not make misrepresentations to Clients, Prospective Clients or other persons relating to the Company or a Company Affiliate;

(h) not make any recommendation, including trading recommendations, give advice, accept any commitment or responsibility, or guarantee on any matter for or on behalf of the Company or Company Affiliate;

(i) not issue, publish, distribute or utilise Promotional Material without the prior written consent of the Company;

(j) provide the details and evidence of the Introducing Brokers business activities at the Company’s request;

(k) notify the Company of any regulatory or legal investigation or illegal interference into its commercial affairs and disclose to the Company details of any previous sanctions imposed on the Introducing Broker;

(l) not to accept funds from the Clients;

(m) instruct the Clients to deposit or wire transfer any funds directly to the Company’s bank account; and

(n) in no way represent to any Prospective Client or Client that the Company will provide a guarantee against losses or limit the losses of a Client or that the Company may refrain from collecting any required Margin.

9. Confidential Information

9.1. Subject to clause 9.2‚ the Introducing Broker irrevocably agrees and undertakes, during the Term and after the Termination Date, to the Company:

1. to use its best endeavours to keep confidential, and its officers, employees, agents and professional and other advisers keep confidential, all Confidential Information; and
2. not to give, disclose, sell, transfer, charge or otherwise dispose of the whole or any part of the Confidential Information to any other person; or
   

(c) not to use the Confidential Information other than for the purposes of the transactions contemplated under these Terms.

9.2. Clause 9.1 does not apply to:

(a) information which is or becomes publicly available (otherwise than as a result of a breach of clause 9.1); and

(b) the disclosure of information to the extent such disclosure is required by law, any court of competent jurisdiction, any governmental, official or regulatory authority, or any binding judgment, order or requirement of any other competent authority.

• Intellectual property

10.1. These Terms does not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights developed or created by a party pursuant to the transactions contemplated under these Terms will be owned by the Company (Created IPR).

10.2. The Company may grant, in writing, to the Introducing Broker a non-exclusive, personal, royalty-free license during the Term to use certain of its Created IPR in relation to the transactions contemplated under these Terms to the extent necessary for the Introducing Broker to carry out the Services and its obligations under these Terms.

10.3. At the end of the Term, any license to use the Created IPR under clause 10.2 will expire and the Introducing Broker will cease to use that Created IPR and will return any physical embodiment of the Created IPR (including any copies) in its possession or control to the Company.

• Data protection

Both parties will comply with all applicable data protection and privacy laws and regulations under Applicable Law.

• Restrictive covenants

The Introducing Broker irrevocably agrees, undertakes and covenants with the Company that, during the Term and for a period of two (2) years after the Termination Date, the Introducing Broker will not, directly or indirectly, without the prior written consent of the Company:

1. solicit or entice away, endeavor to solicit or entice away, or cause to be solicited or enticed away from the Company or any Company Affiliate any manager, employee of the Company or Company Affiliate, whether or not such person would commit any breach of the contract of employment by reason of leaving the service with the Company or Company Affiliate, or;
2. solicit or entice away, endeavor to solicit or entice away, or cause to be solicited or enticed away from the Company or any Company Affiliate any Client of the Company or Company Affiliate;
3. employ any person who is, or was during the Term, directly or indirectly engaged by the Company or Company Affiliate and who by reason of such engagement is or may be likely to be in possession of any Confidential Information or trade secrets relating to the business of the Company or the Company Affiliate; and
4. canvass, solicit, or entice away, endeavor to canvass, solicit or entice away, or have any business dealings with any person who is, or was during the Term:

1. provided with goods or services related to the business of the Company or Company Affiliate or any supplier of goods or services to the Company or Company Affiliate related to the business of the Company or Company Affiliate; or
   
2. negotiating with the Company or Company Affiliate in relation to any such supply by or to the Company or Company Affiliate of goods or services related to the business the Company or Company.
3. Limitation of liability

The Company will not be liable to the Introducing Broker for costs, claims, demands, liabilities, damages and expenses (including legal costs and expenses) incurred by the Introducing Broker in connection with any prosecution or civil claims made by any third party, (including a Client or Prospective Client), against the Introducing Broker, or the defence of any such prosecution or civil claim, relating to the breach or alleged breach of any of the obligations, covenants and undertakings given by the Introducing Broker in relation to the Services under in these Terms.

14. Indemnities

14.1. Without prejudice to the rights and remedies of the Company pursuant to these Terms, the Introducing Broker will indemnify the Company against:

1. all costs, claims, demands, liabilities, damages and expenses (including legal costs and expenses) incurred by the Company in connection with any prosecution or civil claims made by any third party, including a Client or Prospective Client, against the Company, or the defence of any such prosecution or civil claim; and
2. all costs and expenses (including legal costs and expenses) reasonably incurred by the Company in connection with any claims or demands made by the Company against the Introducing Broker,

in each case relating to the breach or alleged breach of any of the obligations of the Introducing Broker and the covenants and undertakings given by the Introducing Broker in these Terms or any other agreement that the Introducing Broker may have entered into with a Client.

12.2 Without prejudice to the Company’s right to claim the full amount owed by the Introducing Broker to the Company under these Terms, if any, the Company has the right to set-off such amount against the Remuneration.

15. Representations and warranties

15.1. For the duration of the Term, the Company, represents and warrants to the Introducing Broker, that:

1. it is a company, duly incorporated and validly existing under the laws of the country or place of its current incorporation;
2. it has the legal right, full power and authority to enter into and perform its obligations under these Terms;
3. these Terms, when accepted, will constitute valid, legal and binding obligations on that party in accordance with its terms;
4. the entry into and delivery of, and the performance by that party of these Terms will not result in any breach of any provision of its constitutive documents or result in any claim by a third party against any other party or result in the breach of any law or regulation binding upon that party;
5. all authorisations required to enable that party lawfully to enter into, exercise its rights and comply with its obligations in these Terms have been obtained and are in full force and effect; and
6. that party is not insolvent and is able to pay its debts as they fall due.
   

15.2. For the duration of the Term, the Introducing Broker, if a legal person, represents and warrants to the Company, that:

1. it is a company, duly incorporated and validly existing under the laws of the country or place of its current incorporation;
2. it has the legal right, full power and authority to enter into and perform its obligations under these Terms;
3. these Terms, when accepted, will constitute valid, legal and binding obligations on that party in accordance with its terms;
4. the acceptance of, and the performance by that party of these Terms will not result in any breach of any provision of its constitutive documents or result in any claim by a third party against any other party or result in the breach of any law or regulation binding upon that party;
5. all authorisations required to enable that party lawfully to enter into, exercise its rights and comply with its obligations in these Terms have been obtained and are in full force and effect; and
6. that party is not insolvent and is able to pay its debts as they fall due.

15.3. For the duration of the Term, the Introducing Broker, if a natural person, represents and warrants to the Company, that:

1. it has the legal right, full power and authority to enter into and perform its obligations under these Terms;
2. these Terms, when accepted, will constitute valid, legal and binding obligations on that party in accordance with its terms;
3. it has obtained all authorisations required to enable that party lawfully to enter into, exercise its rights and comply with its obligations in these Terms have been obtained and are in full force and effect;
4. it is a natural person having the full capacity to enter into these Terms; and
5. it is not bankrupt and able to pay its debts as they fall due.

15.4. For the duration of the Term, the Introducing Broker represents and warrants to the Company, that:

1. providing the Services to the Company is in accordance with and does not violate Applicable Law and the Regulatory Rules;
2. if requested by a regulatory authority or law enforcement agency, the Introducing Broker will cooperate with any regulatory authority or law enforcement agency in relation to the provision of the Services to the Company;
3. in the course of providing the Services, the Introducing Broker will deal with Clients in a transparent manner and expressly inform Client of the Introducing Brokers role as an introducing broker and disclose to Clients or Prospective Clients that the Introducing Broker is entitled to receive commission or other benefits as part of the Introducing Brokers role as an introducing broker in accordance with these Terms, any addendum to it, Applicable Law, and the Regulatory Rules; and
4. in the course of providing the Services it shall ensure compliance with Applicable Laws and the Regulatory Rules, including:

1. maintaining adequate policies and procedures to ensure compliance with the relevant requirements;
   

1. promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Introducing Broker in connection with the performance of these Terms; and
2. ensuring that any officer, employee, agent, representative or such other person connected to the Introducing Broker complies with the relevant requirements.

16. Duration and termination

16.1. These Terms will come into force on the Agreement Date and remain in force until terminated in accordance with these Terms (the Term).

16.2. Each of the parties will have the right at any time to terminate these Terms, without cause, and without the need for a judicial order, by giving ten (10) Business Days notice in writing to the other party.

16.3. The Company will have the right at any time to terminate these Terms with immediate effect, for any of the reasons listed in this clause 16.3‚ without the need for a judicial order, by giving notice in writing to the Introducing Broker:

(a) if the Introducing Broker defaults to a material extent in the due observance or performance of any of the terms and conditions of these Terms and has failed to remedy the default within thirty (30) days’ of being notified of the default by the Company;

(b) if the Introducing Broker will, for any reason, cease to be able to satisfy its obligations under these Terms or be prevented from satisfying its obligations, and has failed to resume satisfying its obligations within thirty (30) days’ of being notified to resume satisfying its obligations by the Company;

(c) the Introducing Broker is in breach of clauses 12 or 15;

(d) the Company, in its sole discretion, is of the opinion that the Introducing Broker is acting in bad faith or the Introducing Broker, or its activities, are adversely affecting, damaging or harmful to:

1. the reputation of the Company; or
2. a Client;

(e) the Introducing Broker, as applicable:

1. has entered into liquidation or receivership, or a court order has been made to that effect.; or
2. is insolvent and unable to pay its debts as they fall due.

16.4. Upon the termination of these Terms for any reason whatsoever, the Portal Access and any other access granted by the Company to the Introducing Broker, for the purpose of the Services, will be revoked.

16.5. The termination of these Terms, in accordance with the provisions herein, is without prejudice to any of the rights and obligations of the parties under these Terms existing immediately prior to the Termination Date.

16.6. Clauses 2, 7, 9, 10, 11, 12, 13, 14, 23, 24, 25, and 26 will survive the Termination Date and continue to apply notwithstanding the termination of these Terms.

17. Assignment

17.1. The Company may without the prior written consent of the Introducing Broker assign, transfer, sub-contract in whole or in part any rights under these Terms, to an Affiliate of the Company.