UpDown.Club User Agreement

General provisions.

This User Agreement (the “Agreement“), including terms and conditions relating to your use of the trading service, is offered by UpDown.Club. The main business of UpDown.Club is the provision of an online trading platform for trading in Barrier Options (the "Trading Platform").

When we refer to "you" and "your" we mean a registered user of the Trading Platform or a visitor to updown.club.

This User Agreement together with the terms of the Risk Disclosure Notice, the Anti-Money Laundering Policy and the Privacy Policy (together the "Client Agreement") constitute a legally binding contract between us. You accept the terms and conditions in the Client Agreement when you register as a user of the Trading Platform.

For the purposes of the Client Agreement you are categorised as a retail customer. Should you request re -categorisation, you will remain categorised as a retail customer until notified otherwise by us. Please note that we may not be able to accommodate your request to re-categorise.

Subject to you fulfilling your obligations under the Client Agreement we may enter into transactions with you in Barrier Options on single securities, baskets of securities, indices, currencies, commodities, base and precious metals. We will enter into all transactions contemplated by the Client Agreement as principal and not as your agent. We will treat you as our customer and you agree to enter into the Client Agreement for all transactions as principal and not as agent for any other person.

You should read all the documents making up the Client Agreement carefully and any other notices that we have supplied to you. This is our standard User Agreement which we intend to rely on to govern our relationship with you. For your own benefit and protection you should read the terms carefully before agreeing to them. If you don't understand any point in any of the documents making up the Client Agreement please ask for further information at support@updown.club.

We reserve the right to change the Client Agreement from time to time; this will normally be in response to changes to legislation or regulations (such as a ban on certain short Positions or new disclosure regimes). Any changes shall apply to all open Positions as at and after the Effective Date of the changes. After you have learned of such changes, you are free to terminate the Client Agreement at your discretion by giving us written notice, as specified at Section 18 of this User Agreement, however your continued use of the Trading Platform shall be deemed to be acceptance of the amended Client Agreement.

If the Net Account Value exceeds the Account Threshold, the Company shall not be bound by any Contract (or any of the Customer“s order) which has directly or indirectly resulted in that excess (a “Designated Trade“) and may in its discretion, by giving five Business Days“ notice to the Customer, either (1) cancel that Designated Trade in whole or in part or (2) close the Customer“s position on the Account related to that Designated Trade by executing a trade with the Account which is directly opposite to the Designated Trade, in each case of (1) and (2), so that the Net Account Value remains at a level equal to or below the Account Threshold.

All calculations and determinations under this Agreement shall be carried out by the Company in its discretion by converting (where applicable) all values in the Calculation Currency, and such calculations and determinations shall be final and binding on the Customer in the absence of a manifest error.


Definitions

“Account“ means a trade account of the Customer with the Company;

“Account Credentials“ - means a unique username and password used by you to access and use the Trading Platform.

“The Act“ - the Financial Markets Authority Act 2011.

“Alert messages“ - All computer system generated messages sent to a customer by email, SMS or other method. Including warnings that margin parameters have been exceeded, instrument price limits have been triggered or announcement alerts.

“Authorised Person“ - means you or any of your officers, partners, principals or employees.

“Account Threshold“ means an amount expressed in the Calculation Currency and specified as such with respect to the Account in [account opening documentation].

“Barrier Option“ is a derivative financial instrument in which profit and loss are known in advance. The profit is made in case asset“s price reaches an indicated level. The only thing trader shall decide whether price will move up or down.

“Business Day“ means a day (other than a Saturday, a Sunday or a public holiday) on which the

Company is open for business in your country;

“Calculation Currency“ means the United State Dollars or USD, being the legal tender of the United States of America, and where the value being calculated under this Agreement is denominated in the currency other than the Calculation Currency, the USD-equivalent of that other currency determined by the Company;

“the Company“ - UpDown.Club

“Contract“ means any contract, whether oral or written, for the purchase or sale of any asset, property, security, commodity, currency or another financial instrument whatsoever, including any derivative such as an option, a future, a contract for difference or any other transaction whatsoever, entered into between the Company and the Customer with respect to the Account;

“Event of Default“ - means any of the events set forth in Section 17.6

“Exchange(s)“ - means securities or futures Exchanges, clearing houses, self-regulatory organisations, multilateral trading facilities or alternative trading systems for Instruments.

“Expiry Date“ - means the date and any time set by the Company and specified on the Trading Platform with respect to certain Instruments upon which any open Transaction for such Instruments shall expire automatically.

“Financial Data“ - means any financial and market data, price quotes, news, analyst opinions, research reports, graphs or any other data or information whatsoever available through the Trading Platform.

“Financial Institutions“ - means global banks, financial institutions, brokers or other trading organisations.

“Force Majeure Event“ - means the existence of an emergency or an exceptional market condition, including without limitation, the events set forth in Section 12.1

“Initial Margin“ - means the minimum amount of money required in your Trading Account in order to open a Transaction, as specified on the Trading Platform from time to time for each specific Instrument.

“Instrument“ - means any stocks, shares, commodities, bonds base or precious metals, exchange rates, indices, or other financial instruments, which form the underlying instruments of the Barrier Options offered through the Trading Platform.

“Intellectual Property Rights“ - means patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, copyright (including rights in computer Software), database rights, semi-conductor topography rights, utility models, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all other rights or forms of protection having equivalent or similar effect anywhere in the world.

“Manifest Error“ - means any error that we reasonably believe to be obvious or palpable, including without limitation, offers to execute Transactions for exaggerated volumes of Instruments or at manifestly incorrect market price quotes or prices at a clear loss.

“Margin“ - means the Initial Margin and the Maintenance Margin collectively.

“Net Account Value“ means the value of all Contracts related to, and assets (less the liabilities) of, the Account (excluding the value of the Net Deposits) calculated by the Company in accordance with its valuation policies and procedures from time to time and this Agreement;

“Net Deposits“ means the aggregate value of all cash and other deposits made by the Customer to the Account and outstanding at the time when the Net Account Value is calculated under this Agreement;

"Position" - means your position in relation to any Barrier Option currently open on your Trading Account.

"Privacy Policy" - means our privacy policy which can be found on the Website.

“Registration Data“ - means certain personal and financial information that you are required to provide in order to download and use the Trading Platform including Account Credentials, such information can include a copy of your passport, driving licence and/or Photo identity card.

“Third Party Software“ - means software provided by third parties embedded or used in the Trading Platform.

“Trading Account“ - means your online account used to trade on the Trading Platform.

“Trading Hours“ - means the hours of trading as set forth on the Trading Platform for a particular Instrument.

“Trading Platform“ - means the UpDown.Club electronic trading platform facility (together with any other programs, tools, services, upgrades and updates)

“Transaction“ - means either the opening or closing of an offer to a Barrier Option for an Instrument on the Trading Platform, whether by you or us, in accordance with the terms of the Client Agreement.

“Website“ “ means updown.club or such country specific equivalent.

1. RESTRICTIONS ON USE

1.1. The Trading Platform is not intended for distribution to, or use by, any person:

1.1.1. who is under the age of 18 years old or is not of legal competence or of sound mind;

1.1.2. who resides in any country where such distribution or use would be contrary to local law or regulation. The Trading Platform and any other service provided by us is not available to persons residing in any country where Barrier Option trading activity or other such services would be contrary to local law or regulation. It is your responsibility to ascertain the terms of and comply with any local law or regulation to which you are subject;

1.1.3. who is a resident of the United States of America. Furthermore, use of the Trading Platform is prohibited from anywhere in the United States of America; and/or

1.1.4. who is an employee, director, associate, agent, affiliate, relative, or otherwise connected to the Company or any affiliate thereto.

1.2. Without derogating from the above, we reserve the right, acting reasonably, to suspend and/or refuse access to or the use of the Trading Platform to anyone.

2. ACCESS TO AND USE OF THE TRADING PLATFORM

2.1. You shall promptly inform us of any breaches or potential breaches of the Client Agreement by you.

2.2. If any Third Party Software is included within the Trading Platform, then such Third Party Software shall be provided subject to the terms of this User Agreement. You shall fully comply with the terms of any Third Party Software Licences that we provide you with from time to time. Please note we do not provide support for Third Party Software or information provided thereon.

2.3. We reserve any and all rights to the Trading Platform not expressly granted to you by this User Agreement. All rights to the Trading Platform are licensed to you by us and not sold. All rights to the Trading Platform shall remain the property of the Company. Except for the licence expressly granted to you under this Section, no other Intellectual Property Right in the Trading Platform or any part thereof is granted or conveyed to you.

2.4. It is your responsibility to have in place and maintain in proper working order the appropriate computer hardware, operating system, sufficient back up means, appropriate virus protection/security checks, and any relevant Software to prevent damage and/or unauthorised access to the Trading Platform.

2.5. Please inform us in writing and in accordance with Section 17 if you encounter any problems with the Trading Platform, or have any suggestions for modifications, design changes and improvements. We shall have the right, but not the obligation, to make modifications to the Trading Platform based upon your suggestions. Any modifications, design changes and improvements made to the Trading Platform based on your feedback shall be the undisputed sole property of the Company.

2.6. We will use our best endeavours to deliver the Trading Platform with reasonable skill and care.

2.7. From time to time, acting reasonably, we shall have the right to add to, modify, or remove any of the Trading Platform without liability under this User Agreement and if we do so we shall use reasonable endeavours to replace any part of the Trading Platform with an equivalent where practicable. You agree to accept such modification(s) as part of this User Agreement.

2.8. We make no express or implied representation:

2.8.1. that the Trading Platform will be available for access all the time, or at any time on a continuous uninterrupted basis (access to the Trading Platform may be affected, for example, by routine maintenance, repairs, reconfigurations or upgrades);

2.8.2. as to the operation, quality or functionality of the Trading Platform;

2.8.3. that the Trading Platform will be free of errors or defects; and

2.8.4. that the Trading Platform is free from viruses or anything else that has contaminating or destructive properties including where such results in loss of or corruption to your data or other property.

2.9. You are solely:

2.9.1. may only use the Trading Platform for so long as you are authorised to do so under the terms of the licence;

2.9.2. may not use the Trading Platform for any purpose other than for the purpose for which it has been provided under this Client Agreement; and

2.9.3. are responsible for all transactions effected on your account via the Trading Platform and the use of the Trading Platform (including the Account Credentials).

2.9.4. agree to logout from the Trading Platform should your access terminal be left unattended, to prevent unauthorised access to your account.

2.10. You agree not to either intentionally, recklessly, negligently or otherwise:

2.10.1. use the trading platform to hold accounts exceeding 20 000 USD in funds. In case of violation of this rule, UpDown.Club reserves the right to limit your transactions;

2.10.2. use the Trading Platform for unlawful purposes;

2.10.3. (nor attempt to) interfere with or disrupt the proper operation of our Software, hardware, systems or networks, including (but not limited to) knowingly or negligently transmitting files that may contain malicious content capable of interfering in any way with the operation of the Trading Platform;

2.10.4. attempt to gain unauthorised access to our computer system or the computer system(s) of any other user, or to parts of the Trading Platform to which you do not have access rights;

2.10.5. take any action which does or may cause the provision of the Trading Platform to other users to be interrupted or degraded;

2.10.6. convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious or otherwise objectionable or offensive material of any kind or nature;

2.10.7. carry out any commercial business on the Trading Platform;

2.10.8. knowingly or negligently upload or download files that contain Software or other intellectual property unless you own or control the rights thereto or have received all necessary consents; or

2.10.9. falsify the origin or source of any content or other material.

3. ACCOUNT CREDENTIALS

3.1. When you first access the Trading Platform you will be asked to enter your Account Credentials to access the Trading Platform, which are confidential and shall be used solely by you.

3.2. You:

3.2.1. are responsible for ensuring that your Account Credentials remain confidential and ensuring they cannot be used by any person other than you; and

3. 2.2. must notify us immediately if you become aware that your Account Credentials have in any way become compromised or if any third party may be able to access the Trading Platform.

3.3. The Company agrees to hold harmless a customer from losses on his account in the event that the Trading Platform is “hacked“, or any unauthorised use of a customer“s Account Credentials occurs which is due to our negligence. Likewise, a customer holds harmless the Company from losses in the event that his account on the Trading Platform is hacked or associated unauthorised use of his Account Credentials occurs due to his negligence.

3.4. If we believe that there is likely to be a breach of security we may require you to change your Account Credentials or suspend your access to the Trading Platform. We reserve the right to edit, amend or issue you with new Account Credentials or require a change of your Account Credentials at any time by giving notice to you.

3.5. You are responsible for ensuring that you alone control access to your Account

Credentials, and that no person who is under the age of 18 years old or other person is granted access to the Trading Platform using your Account Credentials due to your negligence or otherwise. You undertake to immediately notify us in writing in accordance with Section 18 if you become aware of any loss, theft or use by any other person or entity of your Account Credentials.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. You acknowledge that all Intellectual Property Rights in the Trading Platform are owned by us or our licensors.

4.2. You will not:

4.2.1. copy, record, translate or amend any of the Trading Platform, or any part of it.;

4.2.2. reverse engineer, disassemble or otherwise attempt to derive source code for the Trading Platform in whole or in part except to the extent expressly permitted by law; and

4.2.3. in any manner damage or impair any of our Intellectual Property Rights. You shall use your best efforts to protect our Intellectual Property Rights from infringement by third parties.

4.3. The Trading Platform, all copies and any derivative works thereof (by whoever created), the associated goodwill and any Intellectual Property Rights in the Trading Platform, are and shall remain owned solely by us or our licensors.

4.4. Unless expressly permitted in this User Agreement, you shall not:

4.4.1. transfer, distribute or share the Trading Platform or any rights thereto under the Client Agreement;

4.4.2. separate any part of the Trading Platform, or separately use any part thereof on any equipment, hardware or system whatsoever;

4.4.3. copy (other than one copy solely for backup purposes) the Trading Platform or any parts thereof;

4.4.4. copy remove or destroy any banners, logos or marks placed upon or contained within the Trading Platform;

4.4.5. enable unauthorised parties to use the Trading Platform;

4.4.6. attempt to reconstruct or discover any computer code, underlying ideas, or

computer programming of the Trading Platform by any means whatsoever;

4.4.7. allow others to use the Trading Platform for the benefit of third parties;

4.4.8. work around any technical limitations in the Trading Platform, or use any tool to enable features or functionalities that are otherwise disabled in the Trading Platform;

4.4.9. use similar processes and functions to develop competing features or functions with the Trading Platform; or

4.4.10. use the Trading Platform or any Financial Data to conduct any fraudulent, inappropriate or illegal activities, including without limitation deceptive impersonation.

5. REGISTRATION DATA

5.1. In order to use the Trading Platform, you must register by providing us with the required Registration Data.

5.2. You agree and undertake to:

5.2.1. notify us of any changes to your personal and financial information and/or your financial condition by emailing support@updown.club.

5.2.2. provide true, accurate, current and complete Registration Data as prompted by the registration process; and

5.2.3. maintain and promptly update the Registration Data to keep it current and complete by emailing any changes to support@updown.club.

5.2.4. we may carry out credit and other checks (including but not limited to identity, fraud prevention checks and checks into your current and past investment activity) from time to time as we deem appropriate. Your Registration Data or other information may be used in the prevention of money laundering as well as for the management of your account. You authorise us to use your Registration Data and other information to perform the above checks in relation to your application. We or agents acting on our behalf may pass your details on to group companies, financial and other organisations (including law enforcement agencies). We undertake to use your data in accordance with our privacy policy outlined in Section 8.

For further information please refer to our Anti-Money Laundering Policy which is located on our Website.

5.2.5. In the event we become aware of any illegal activity or impropriety in the Registration Data we may suspend your account. Should such an event occur we may not be in a position to release funds for legal reasons and may not be able to take subsequent instructions from you. We reserve the right to cancel trades should you be in breach of Anti Money Laundering regulations.

5.3. Each time you enter into a Transaction with the Company you agree to repeat the following:

5.3.1. all information you have provided us with (in your Registration Data and subsequently) is true and accurate in all material respects;

5.3.2. you agree to be bound by the Client Agreement;

5.3.3. you have read and fully understood the Client Agreement, which incorporates the User Agreement, Risk Disclosure Notice, Anti-Money Laundering Policy, Privacy Policy and Conflict of Interest Policy;

5.3.4. you as an individual are 18 years of age or older;

5.3.5. you are or your authorised third party is, making each and every trade on your own behalf as principal; and

5.3.6. you are duly authorised to place any trade.

5.4. We will deal with you on an execution only basis at all times. Please note that we shall not provide you with any advice on the merits, or suitability of you entering into this Client Agreement. We will not provide you with any tax advice. If you are in any way unsure about the terms of this Client Agreement you should seek your own advice.

6. ASSESSING APPROPRIATENESS

6.1. Part of the Registration Data you provide allows us to assess whether the Trading Platform is appropriate for you.

6.2. We are entitled to rely on the information you provide us with unless we are aware that such information is manifestly out of date, inaccurate or incomplete. We have no responsibility for the information which you provide to us and we may assess your knowledge, experience and appropriateness on the basis of the information you provide to us.

6.3. If we determine that the Trading Platform is not suitable for your level of experience and/or knowledge of Barrier Options we will notify you and you may not be able to open a Trading Account

6.4. If you elect not to provide the information required to allow us to assess appropriateness, or if you provide insufficient information, we may be unable to determine whether the Trading Platform is appropriate for you and therefore may decline your application to open a Trading Account.

7. CONFIDENTIALITY

The obligations on the Company relating to client confidentiality as set out in Section 8 and our Privacy Policy shall not apply to information which any party is required to disclose by law, or by any court of competent jurisdiction, any government agency or regulatory body lawfully requesting the same provided that (to the extent not prohibited by law or by order of court, government agency or regulatory body) you promptly notify and consult with us in advance in relation to the timing and content of such disclosure.

8. PRIVACY POLICY

We collect and use your personal data in accordance with our Privacy Policy which forms part of the Client Agreement and is available on our Website. In entering into this Client Agreement you are providing us with personal information within the meaning of the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011, which amend the Privacy and Electronic Communications Regulations 2003 (the “Cookie Directive“). You consent for us to process all such information for the purposes of performing our obligations under this Client Agreement and for the purpose of administering the relationship between you and us. You agree we may share your personal information with third parties for these purposes and we may also use the information for analysis and improving our product and services in line with our Privacy Policy.

9. CONSENT TO ELECTRONIC TRANSMISSION OF CONFIRMATION AND ACCOUNT STATEMENTS

You hereby consent to your Trading Account information and trade confirmations being available on the internet instead of having such information delivered to you by mail or email. You will be able to access account information through the Trading Platform using your Account Credentials. We will display all of your account activity and you will be able to generate daily, monthly and yearly reports of account activity as well as a report of each executed trade. Updated account information will be available no later than 24 hours after any activity takes place on your Trading Account. Posting of account information on your online account will be deemed delivery of confirmation and account statements. At all times, account information will include, and is not limited to, trade confirmations with ticket numbers, purchase and sales rates, Margins, amounts available for trading, statements of profit and loss, as well as current open and pending Positions. You may revoke your consent under this Section at any time by closing your Trading Account in accordance with this User Agreement.

10. OPENING AND COMPLETING A TRANSACTION

10.1. Subject to Section 14, you shall be able to complete a Transaction through the Trading Platform for certain Instruments in a number of markets worldwide. You acknowledge and agree that we may, in our sole discretion, add, remove or suspend from the Trading Platform, any Instrument, on any market, from time to time in the event of a stock transformation event (for example as the result of a takeover, share consolidation/split, merger, spinoff, MBO, nationalisation, de-listing, etc.) or if no customer Positions are held in a particular Instrument at that time.

10.2. You agree that we may hedge or otherwise offset any transaction with other third parties in order to offset any liability or risk associated with any of your Transaction(s) you undertake with us.

10.3. You agree that your offer to open a Transaction if accepted by us outside Trading Hours may not be capable of execution should the market not trade at the price stipulated once Trading Hours commence.

11. GENERAL RULES OF TRADING

11.1. You acknowledge and agree that each Transaction conducted on the Trading Platform, is comprised of first, an offer by you to us to complete a Transaction at a certain price quoted on the Trading Platform, and our subsequent acceptance of your offer. A Transaction will be deemed to have been completed only when your offer has been received and accepted by us. Our acceptance of an offer will be evidenced by our confirmation of its terms to you and its completion.

11.2. We will be under no obligation to provide quotes for, or accept, execute or cancel, all or any part of a Transaction that you have requested through the Trading Platform without giving any reason. You may request to cancel or amend a Transaction at any time prior to our completing such a Transaction. We shall be entitled, but not obliged, to accept such a request.

11.3. Any Financial Data, prices, or other information available to you on the Website or the Trading Platform or offered by us in any other form or by any other means whatsoever (“Content“), is provided as general market commentary on a best endeavours basis and does not constitute investment advice. Furthermore, such Content is subject to change at any time without notice. Whilst we do take reasonable measures to ensure the accuracy of such information, we will not accept liability for any loss or damage, including without limitation, any loss of profit, which may arise directly or indirectly from use of or reliance on such information.

11.4. You acknowledge that all prices shown on the Trading Platform are indicative only of actual trading prices in Normal Market Size and are subject to constant change.

11.5. You shall comply with any reasonable restrictions that we notify to you from time to time with respect to your activities on the Trading Platform, including limitations on, the size of Transactions or other conditions that may apply to our quote.

11.6. You acknowledge that the Trading Platform is independent of any Exchanges and we are under no obligation to quote a particular price or follow the trading rules consistent with such Exchanges. You further acknowledge that the triggering of your Transaction is linked to the prices we quote on the Trading Platform, during Trading Hours and not the prices quoted on any relevant Exchanges. In determining whether the prices quoted on the Trading Platform reach or exceed the price accepted by us in a Transaction, we will be entitled (but not obliged) to disregard any prices quoted during any pre-market, post-market or intra-day auction periods in the relevant Exchange, during any intra-day or other period of suspension in the relevant Exchange, or during any other period that in our reasonable opinion may give rise to short-term price spikes or other distortions. Our prices may differ from the current prices on the relevant Exchanges and you acknowledge that a Transaction may or may not be triggered even though:

11.6.1. an Exchange never traded at the level of your Transaction; or

11.6.2. the Exchange did trade at the level of your Transaction but for such a short period or in such low volumes that it would have been impractical to execute an equivalent Transaction on the Exchange.

11.7. When you complete a Transaction on the Trading Platform, you agree that you are dealing with us as principal, off-exchange and are not dealing “on Exchange“. You should note that you are trading on the outcome of the price of a financial derivative and will not be entitled to delivery of, or be required to deliver, the underlying product.

11.8. You acknowledge that any prices quoted on the Trading Platform are set by us taking into account a variety of factors including prevailing market conditions and trading demand on the Trading Platform. You undertake and agree not to use the prices quoted on the Trading Platform for any purpose other than for your own trading and you agree not to communicate our prices to any other person under any circumstances.

11.9. You acknowledge that each Transaction is made for a specified number of units that constitute the underlying Instrument. You may only complete Transactions on the Trading Platform for the minimum number of units as set forth on the Trading Platform as the “Unit Amount“, and in multiples of such “Unit Amount“ up until the maximum amount permitted by the Trading Platform. You acknowledge and agree that we may set the “Unit Amount“ for each Instrument.

11.10. Each Transaction opened by you, and any Transaction completed, will be binding on you notwithstanding that by opening the Transaction you may have exceeded any credit or other limit applicable to you or in respect of your dealings with us.

11.11. You may request a quote to open or close a Transaction for a particular Instrument, at any time during the Trading Hours for such Instrument. We will be under no obligation to but may provide a quote and accept and act on your offer to open or close a Transaction for an Instrument outside of the Trading Hours of such Instrument. Transactions may only be executed during the time when the relevant Exchange where the Instrument is traded is open for business. Trading Hours are displayed on the Trading Platform under the details link for each Instrument. It is your responsibility to ensure you are aware of which Instrument may be affected.

11.12. Without derogating from Section 10.4, if, prior to the acceptance of your offer to open or close a Transaction, we become aware that any of the factors set out in Section 11.13 have not been met, we reserve the right to reject your offer outright. If we have, nevertheless, already opened or closed a Transaction prior to becoming aware that a factor set out in Section 11.13 has not been met, we may, acting reasonably, either treat such a Transaction as void from the outset or close it at our then prevailing price. However, we may allow you to open or, as the case may be, close the Transaction in which case you will be bound by the opening or closure of such Transaction, notwithstanding that the factors in Section 11.13 were not satisfied.

11.13. The factors referred to in Section 11.12 include the following:

11.13.1. the quote must be obtained via the Trading Platform or by such other means as we may from time to time notify you;

11.13.2. your offer to open or close the Transaction must be given while the quote is still valid;

11.13.3. the quote must not contain a Manifest Error;

11.13.4. when you offer to open a Transaction, the number of units in respect of which the Transaction is to be opened must be neither smaller than the minimum unit amount specified on the Trading Platform for the Instrument, as applicable, from time to time, nor greater than the amount permitted in accordance with the terms of this User Agreement;

11.13.5. when you offer to close part but not all of an open Transaction both the part of the Transaction that you offer to close and the part that would remain open if we accepted your offer must not be smaller than the minimum unit amount specified on the Trading Platform;

11.13.6. a Force Majeure Event must not have occurred as described in Section 16.1;

11.13.7. when you offer to open or close a Transaction an Event of Default must not have occurred in respect of you;

11.13.8. when you offer to open any Transaction, the opening of the Transaction must not result in your exceeding any initial or Maintenance Margin amount, credit or other limit placed on your dealings;

11.13.9. subject to Section 11.11, your offer must be given to us during the Trading Hours for the applicable Instrument in respect of which you offer to open the Transaction; and

11.13.10. any other factor that we, acting reasonably, notify you from time to time.

11.14. Use of any automated data entry system with the Trading Platform is expressly prohibited. All Transactions must be completed manually by you. Any Transaction completed through such use of an automatic data entry system shall be null and void. Upon a breach of this Section 11.14, we may immediately close all or any of your accounts held with us of whatever nature, terminate the Client Agreement without notice and refuse to enter into further Transactions with you. Furthermore, any monies held in your Trading Account shall be frozen and we shall be entitled to deduct any amounts from your Trading Account in order to set off any loss, damages or expenses incurred by us as a result of a breach of this Section. Any remaining monies in your Trading Account will be returned to you in accordance with Section 17.8.

11.15. If you have more than one Trading Account with us, each Trading Account will be treated entirely separately. Therefore any credit on one Account (including amounts deposited as Margin) will not discharge your liabilities in respect of any other Account.

It is your responsibility to ensure the required level of Margin is in place for each Account separately.

11.16. Benefits “ Dividends. An adjustment to your Trading Account may be made in respect of a dividend or distribution attributable to any specific Instrument and shall be calculated by us. Where you hold a long Position, we adjust your Trading Account in your favour by the dividend multiplied by the long quantity as adjusted, if necessary, for taxation. Where you hold a short Position, we adjust your Trading Account in our favour by the dividend multiplied by the short quantity as adjusted, if necessary, for taxation. Such adjustment shall take place at the close of business on the business day before the ex-dividend date and shall take effect at the opening of business on the ex-dividend date.

11.17. Benefits “ Takeovers and Transformations (including events such as share consolidations/splits, mergers, takeovers, spinoffs, MBOs, de-listings, etc.). Depending on the circumstances of each event, our policy is to close out any customer open Positions at the market price immediately prior to the event taking place. As a result of such event, if any Instrument becomes subject to an adjustment as the result of a takeover or transformation action we shall determine the appropriate adjustment to be made to the contract price or contract quantity as we consider appropriate to account for the diluting or concentrating effect of the action. Such adjustment shall represent the economic equivalent of the rights and obligations of us and you immediately prior to the action.

11.18. Insolvency. If a Company, whose Instrument forms the Barrier Option goes into insolvency or is otherwise dissolved, we shall close any of your open Transactions in the Barrier Option of that Instrument. The closing date shall be the date of insolvency.

12. FORCE MAJEURE EVENTS

12.1. We may, in our reasonable opinion, determine that a Force Majeure Event exists. A Force Majeure Event will include, but is not limited to, the following:

12.1.1. any act, event or occurrence (including without limitation any strike, riot or civil unrest, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from maintaining an orderly market in one or more of the Barrier Options in respect of which we deal on the Trading Platform;

12.1.2. the suspension or closure of any Exchange or the nationalisation, government sequestration, abandonment or failure of any Instrument on which we base, or to which we in any way relate, our quote, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event;

12.1.3. the occurrence of an excessive movement in the level of any Transaction and/or Exchange or our anticipation (acting reasonably) of the occurrence of such a movement;

12.1.4. any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure; or

12.1.5. the failure of any relevant supplier, Financial Institution intermediate broker, agent or principal of ours, custodian, sub-custodian, dealer, Exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations.

12.2. If we determine that a Force Majeure Event exists, we may without notice and at any time, acting reasonably, take one or more of the following steps:

12.2.1. alter your Margin requirements; which may result in you being required to provide additional Margin;

12.2.2. close all or any of your open Transactions at such closing prices as we reasonably believe to be appropriate;

12.2.3. suspend or modify the application of all or part of the Client Agreement to the extent that the Force Majeure Event makes it impossible or impracticable for us to comply thereto; or

12.2.4. alter the Trading Hours for a particular Transaction.

12.2.5. Void all open transactions in affected Instruments.

12.3. You agree that we will not be liable in any way to you or to any other person in the event of a Force Majeure Event, nor for our actions pursuant to Section 12.2, if we decide to take such action. The parties shall be released of all responsibilities for partial or full non-fulfilment, as well as for improper fulfilment of the obligations under this Agreement, if such non-fulfilment or improper fulfilment was a result of a Force Majeure Event, which occurred after the Client Agreement was concluded.

13. CLIENT'S MONEY

13.1. You hereby agree that all funds and currencies belonging to you ("Client Money")

13.1.1. shall be held by us in our designated client money account; or

13.1.2. may at any time be in our possession or control;

are subject to a right of off-set for all liabilities that you owe to us, irrespective of the number of accounts you may have with us. Designated client money is segregated from the assets of the Firm.

13.2. You agree that we may place your funds in our designated Client Money account in a different currency to your base currency. Such Client Money will be at least equal in value to your base currency.

13.3. You agree that we may, acting reasonably, without notice to you, apply and/or transfer any or all funds or currencies of yours between any of your accounts for the purposes of settling your future, actual or contingent obligations.

13.4. No interest is due or will be paid in respect of Client Money.

14. MARGIN AND DEPOSIT REQUIREMENTS

14.1. In order to open a Transaction for an Instrument, you undertake to provide the Initial Margin in your Trading Account. You acknowledge that the Margin for each Instrument differs and may be changed by us from time to time. Deposits into your Trading Account can be made by wire transfer or another method of payment, to a bank account, or other location, as we may notify to you from time to time. Based on the amount of money you have in your Trading Account, we retain the right to limit the amount and total number of open Transactions that you may wish to open or currently maintain on the Trading Platform.

14.2. Deposits for Margin and any other deposits due will, unless otherwise agreed or specified by us, be required in your base currency, based on your country of origin as specified in your address and as specified on the Trading Platform. We shall not, and you shall not request us to, convert any monies standing to your credit or which have been paid by you into your Trading Account in one currency to another currency.

15. PAYMENTS AND OFF-SETTING FUNDS OWED

15.1. You hereby authorise us to automatically liquidate your Trading Account for the amounts for which you are liable upon the closing of a Transaction, or for any other amounts due by you under this User Agreement, without further notice. Any failure to enforce our rights hereunder shall not be deemed a waiver by us to enforce our rights hereunder.

15.2. Subject to any amounts for which you are liable under this User Agreement and the amount of the Maintenance Margin required in your Trading Account in accordance with this User Agreement due to open Transactions, any money standing to the credit of your Trading Account will be remitted to you upon your request. Where you do not make such a request, we will be under no obligation to, but may remit such monies to you. The manner in which we remit monies to you will be in our absolute discretion. We may require payments to you go to an account in your name and from which you originally remitted funds to us and may request evidence from you that such an account is in your name and ownership before effecting such payment. If you deposited funds using a credit card we may remit funds back to the credit card used for the deposit.

15.3. You shall be liable for any and all taxes, fees and assessments with respect to any Transaction you complete on the Trading Platform. It is your obligation alone to calculate and pay all taxes applicable to you in your country of residence, or otherwise arising as a result of your trading activity from the use of the Trading Platform.

15.4. Notwithstanding the above, if required by applicable law, the Company shall deduct at source from any payments due to you such amounts as are required by the tax authorities to be deducted in accordance with applicable law.

15.5. It is possible that other costs, including taxes, relating to Transactions carried out on the Trading Platform may arise for which you are liable and which are neither paid via us nor imposed by us. Without derogating from your sole and entire responsibility to account for any tax due, you agree that we may deduct tax, as may be required by the applicable law, with respect to your trading activity on the Trading Platform. You are aware that we have a right of set-off against any amounts in your Trading Account with respect to such tax deductions, and you hereby authorise us to withdraw amounts from your Trading Account with which to pay such taxes. You shall have no claim against us with regard to such deductions. You further agree that such deductions do not derogate from our rights to make Margin Calls under this User Agreement.

15.6. It is hereby clarified that, subject to the terms of this Client Agreement, the Difference is the only payment required from or by you for the use of the Trading Platform. Notwithstanding the above, we reserve the right to charge an inactivity fee, upon prior notice (Please see Section 16 for further details).

15.7. We reserve the right to seek reimbursement from you if we receive a charge-back from any credit card issuer or with respect to any other payment method, for any reason. We may obtain such reimbursement by charging your Trading Account, deducting amounts from future payments owed to you, charging your credit card or obtaining reimbursement from you by any other lawful means.

15.8. Should your country of residence have regulations or laws which restrict the use of currency or require you to report receipts and payments of that currency to a regulator or legal authority, you agree that you will fulfil any reporting obligations or obtain any required consents or approvals which may arise as a result of your use of the Trading Platform and associated Transactions.

16. INACTIVITY FEE

A Fee may be payable by you by virtue of the fact that the UpDown.Club Barrier Option execution and intermediation service is continually provided to you for trading in Barrier Options, regardless of your actual use. If there are no Transactions on your account for a period of at least three months, your account will be subject to the Fee in return for the provision of and the continued availability of your account together with the cost of associated regulatory and compliance requirements. You agree that you are liable to and will pay any applicable Fee as notified to you from time to time and that we may deduct such Fees from any funds held by us on your behalf.

17. THIRD PARTY RELATIONSHIPS

You agree that introductory fees may be paid to third parties. Details of any such arrangements will not be set out in the relevant confirmation. Please note that affiliate and any other third party payments or fees will only be made where we are satisfied that such payments do not impair our obligation to act in the best interests of our customer.

18. TERM, TERMINATION AND CANCELLATION

18.1. You shall be entitled to terminate the Client Agreement at any time by giving written notice in accordance with Section 19 of this User Agreement. In the event of your termination of this Client Agreement any open Positions should be closed by you as soon as is reasonably practicable and in any event no longer than 21 days after you give notice. We will only close your account if you have no monies owing to us, and any losses incurred on your account prior to the closure of the account shall be deemed to be immediately payable by you.

18.2. In the event that you withdraw all monies in your account and cease to trade without closing the account, your account will remain inactive until you deposit funds into it.

18.3. The Client Agreement may be terminated by either party at any time, if

18.3.1. the other party fails to make any payment when due; or

18.3.2. the other party dies, become of unsound mind, is unable to pay its debts as they fall due, is subject to proceedings for bankruptcy (if an individual) initiated by a third party, an administrator or receiver is appointed in respect of such other party or its assets, or such other party makes an arrangement or composition with its creditors or any other similar or analogous procedure is commenced in respect of such other party.

18.4. We may immediately terminate the Client Agreement by providing written notice if:

18.4.1. you breach any representation under the Client Agreement or any other agreement between the parties, or any representation proves to have been false or misleading in any material respect at the time it was made or given;

18.4.2. you materially breach any term or condition of the Client Agreement (including the terms of any Transaction); or

18.4.3. any Transaction or combination of Transactions or any realised or unrealised losses on any Transactions or combination of Transactions opened by you results in your exceeding any credit or other limit placed on your dealings.

18.5. We shall be entitled to terminate the Client Agreement immediately by providing you written notice, with or without cause.

18.6. You unconditionally agree that the Company has the right to close or suspend your account without notice and with immediate effect if any of the following events occur:

18.6.1. You are in material breach of any term of the Client Agreement;

18.6.2. You have made any material misrepresentation to the Company; or

18.6.3. You fail to provide information requested in relation to any verification process undertaken by the Company.

Any financial detriment to the Company caused by you being in material breach of the Client Agreement is recoverable by the Company from you.

If the Client Agreement is terminated due to an Event of Default, we may close out or cancel any of your open Positions without notice based on the current quote available on the Trading Platform or, in the case where any market is closed for any reason, at the next available quote reasonably made by the Company on the opening of said market.

18.7. Based on our reasonable assessment of your financial condition, we may, in the event of your failing to meet a demand for a Margin Call or your being in excess of any credit limit placed on your Trading Account, allow you to continue to trade with us, or allow your open Positions to remain open. You acknowledge that, if we agree to allow you to continue to trade or to allow your open Positions to remain open, this may result in your incurring further losses.

18.8. In the event of the termination or cancellation of this User Agreement, we will, subject to Section 18.10, return to you without undue delay and in any event within five (5) business days the net balance of any monies remaining on your Trading Account. We shall forward to you any such net balances in your Trading Account (i) as directed by you, or (ii) by transferring such funds directly to your bank account as notified to us. In the event that you fail to provide instructions we shall forward such funds (at our sole discretion) (i) directly to your bank account as notified to us, or (ii) by way of a cheque sent by mail to the address recorded in your Registration Data. No penalty will be payable by either party on cancellation or termination of the Client Agreement.

18.9. The amount to be remitted to you pursuant to Section 18.8 shall be the net balance of your Trading Account less (i) any and all monies due to us from you pursuant to the Client Agreement; and (ii) any and all taxes and other sums that we are required to withhold from such remittance in accordance with applicable law.

18.10. The rights set forth in this Section 18 shall be in addition to, and not in limitation or exclusion of, any other rights which a non-defaulting party may have (whether by agreement, operation of law or otherwise).

18.11. Upon expiry, cancellation or termination of the Client Agreement you shall immediately cease to use or have access to the Trading Platform (in any format) and shall promptly return all our materials at your own risk and expense.

18.12. Termination of the Client Agreement for any reason will:

18.12.1. be without prejudice to any obligation or right of any party which has accrued prior to such expiry or termination (or will thereafter accrue in respect of the period before such expiry or termination); and

18.12.2. not affect any provision of the Client Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after, such termination.

18.13. Without prejudice to the generality of Section 18.12, the provisions of Section 18 will survive expiry, cancellation or termination of the Client Agreement for any reason for a period of 2 years or, in respect of a particular item of confidential information, until such earlier time as that item of confidential information reaches the public domain other than through your breach of this term.

19. NOTICE

19.1.1. All notices given by updown.club to you will be given by e-mail from <support@updown.club or by postal mail to the address provided by you at Registration.

If personally delivered, such communication shall be deemed delivered upon actual receipt; if electronically transmitted pursuant to this paragraph, such communication shall be deemed delivered the next business day after transmission (and sender shall bear the burden of proof of delivery); if sent by overnight courier pursuant to this paragraph, such communication shall be deemed delivered upon receipt; and if sent by certified mail pursuant to this paragraph, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant postal service, or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal. Any party to the Client Agreement may change its address for the purposes of the Client Agreement by giving notice thereof in accordance with this Section, or as otherwise permitted by the Client Agreement.

20. AUTHORITY TO TRADE - YOUR CONDUCT

20.1. Nothing in this Agreement shall exclude or restrict any duty or liability owed by us to you under the Act and, notwithstanding any other provision of this Agreement, we shall be entitled to take any action that we consider necessary to ensure compliance with any relevant legislation and regulations. In the event of a conflict between any provision of this Agreement and any relevant legislation and regulations, the relevant legislation and regulations shall prevail.

20.1.1. Each time you enter into a trade you agree to repeat the following conditions:

20.1.2. you are not an employee of any Exchange, a corporation in which any Exchange owns a majority of the capital stock, a member of any Exchange and/or firm registered on any Exchange or any bank, trust or insurance company that trades in Barrier Options;

20.1.3. you will not enter into any Transaction which falls within the definition of Market Abuse. You are reminded that this applies to all forms of Market Abuse such as insider trading, the misuse of information and directors trading in shares of their own companies;

20.1.4. the execution, delivery and performance of the Client Agreement and your use of the Trading Platform including each Transaction you complete thereto will not violate any law, ordinance, charter, by-law or rule applicable to you, in the jurisdiction in which you are resident, or any agreement by which you are bound or by which any of your assets are affected; and

20.1.5. other than in exceptional circumstances you will not send funds to your Trading Account from any bank account other than as stipulated in the Registration Data. Whether exceptional circumstances exist will be determined by us from time to time.

20.1.6. You are not a director or officer of the company underlying the Instrument.

20.2. You hereby authorise us to act on any instruction given by you on the Trading Platform.

20.3. We shall be entitled, and you hereby authorise us, to rely upon any oral, electronic or written communication or instruction received from you through the Trading Platform or from email instructions received from the Account Credentials used when you first accessed the Trading Platform. You agree that:

20.3.1. once securely logged on to the Trading Platform following entry of the Account Credentials, you authorise us to act upon instructions and to consider the instructions of like force and effect as written Orders made by you;

20.3.2. you shall hold us harmless from all losses, costs, fees, damages, expenses, claims, suits, demands and liabilities whatsoever that we may suffer or incur or that may be brought against us, in any way relating to or arising out of our acting upon any such instructions or information received from you.

20.3.3. you shall bear the risk of all instructions, whether authorised, unauthorised, improper or fraudulent, even if it transpires such instructions were provided without your authority. You shall indemnify us against any liabilities that we may incur or that may arise as the result of legal or other actions brought against us, arising out of our acting upon, delay in acting upon or refusal to act upon any such instructions or information.

20.4. Without derogating from the above, we will not be under any duty to act in accordance with any instruction if we reasonably believe that:

20.4.1. the person who provided such an instruction was acting in excess of his authority;

20.4.2. acting upon such an instruction would infringe any law, rule, regulation or the Client Agreement; or

20.4.3. in the event that we have accepted an offer to perform a Transaction that we later suspect falls within Sections 21.4.1 or 21.4.2, we may, in our absolute discretion, either close such a Transaction at the then prevailing price quoted on the Trading Platform or treat the Transaction as having been void from the outset.

Nothing in this Section shall be construed as an obligation on our part to inquire about the authority of any person who purports to represent you.

20.5. Any offer to open a Transaction must be made by you through the Trading Platform only. Written offers to open a Transaction, including offers sent by fax, email or text message will not be accepted.

20.6. If we receive an offer to open a Transaction other than in accordance with Section 20.5, we may act on such an offer, in our absolute discretion, however we will not be responsible for any loss, damage or cost that you suffer or incur arising out of any error, delay or omission in our acting or refusing to act on such an offer.

20.7. It is your responsibility to ensure, at all times, that we have been notified of your current and updated Registration Data including current and correct address, contact phone number and email address. You must immediately update the Trading Platform in the event of a change to your address or contact details, unless we agree to another form of communication.

21. BONUSES

From time to time we may offer money bonuses by way of promotion. You agree to abide by the restrictions and limitations in force in respect of these bonuses (as described in this Section) should you qualify for one. A breach of any of these restrictions and limitations will invalidate or render void any bonuses and associated trading gains that you may qualify for.

All bonuses on your account are subject to these restrictions and may lapse if not utilised. Advertised bonuses are restricted to one account per household.

22. COUNTER PARTY DISCLOSURE

22.1. The trading you conduct on the Trading Platform is not conducted on an Exchange. The prices we offer on the Trading Platform might not be the best prices available and we may offer different prices to different users.

22.2. Although we are the counterparty to each of your Transactions, we may limit our risk by immediately hedging (offsetting) your Transactions with another Transaction that we enter into with a Financial Institution. We may be compensated by marking up the price we receive from the Financial Institution. You should be aware that we may make a profit should the market price go against you. Additionally, since we act as the buyer or the seller in a Transaction, you should carefully evaluate any trade information you receive from us, or information received from any referred Financial Institution.

23. LIMITATION OF LIABILITY

23.1. Subject to Section 24.2, our aggregate liability to you in respect of all claims arising out of or in connection with the Client Agreement (including without limitation as a result of breach of contract, negligence or any other tort, under statute or otherwise) will be limited to the aggregate amount of the deposits less withdrawals on your Trading Account.

23.2. The Company shall not be liable:

23.2.1. for any loss, expense, cost or liability (together “loss“) suffered or incurred by you unless and to the extent that such loss is suffered or incurred as a result of our negligence or wilful default;

23.2.2. for any indirect loss or damage (whether for loss of future profit, loss of business or otherwise), costs, expenses or other claims for compensation whatsoever (howsoever caused) which arise out of or in relation to the Client Agreement; or

23.2.3. for any loss suffered or incurred by you as a result of any error in any Order or instruction which is, or appears to be, from such Authorised Person.

23.3. Nothing in this Section 24 will exclude, limit or restrict either party's liability for fraud or fraudulent misrepresentation committed by that party (or its officers, agents or employees).

23.4. You acknowledge that the Trading Platform has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Trading Platform meet your individual requirements.

23.5. You acknowledge that the Trading Platform may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of any of the Client Agreement.

23.6. The Client Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Trading Platform. In particular, there are no conditions, representations or other terms, express or implied, that are binding on us except as specifically stated in the Client Agreement.

23.7. You shall hold us harmless in respect of all liabilities which we suffer or incur as a direct or indirect result of a breach by you or your obligations under the Client Agreement or us exercising our rights in relation to the provisions within the Client Agreement, unless and to the extent such liabilities are suffered or incurred as a result of our negligence or wilful default. You shall hold us harmless against all losses which we may suffer as a result of any error in any instruction given to us by any Authorised Person or our acting on any instruction, which is, or appears to be, from an Authorised Person. You agree to promptly pay us all damages, costs and expenses, including legal fees, we have incurred in the enforcement of any of the provisions of the Client Agreement and any other agreements we have with you. Unless the Company has been negligent, we shall not be held liable and are released by you from all claims and losses arising out of:

23.7.1. any delay, failure or error by you in implementing any reasonable instruction we have provided to you;

23.7.2. any inaccurate or incomplete instructions received from you;

23.7.3. any reliance or use by you or any other third party with access to your Trading Account of any Financial Data which has been provided on a best endeavours basis, whether to complete a Transaction on the Trading Platform or for any other purpose whatsoever:

provided that we promptly notify you in writing of any such claim and allow you to participate, at your own expense, in the defence of any such claim. You shall not enter into any settlement or compromise of any such claim without our prior written consent.

24. DISCLAIMER

24.1. We, specifically, do not warrant that

24.1.1. the Trading Platform will meet your individual requirements;

24.1.2. your equipment, Software, and communication connections will be compatible with the hardware and Software we employ to provide the Trading Platform;

24.1.3. the use of the Trading Platform will be uninterrupted, secure or error-free;

24.1.4. we will be able to prevent third party disruptions of and to the operation of the Trading Platform;

24.1.5. errors will be corrected in the Trading Platform; or

24.1.6. we will detect every bug in the Trading Platform.

24.2. Alert messages are SMS or email messages set-up by you and sent to your communication device or computer email software once a specific event has been triggered. Alert messages are sent through public telecommunications facilities and you acknowledge that we do not warrant your communication device(s) will be compatible with the Alert messages sent to you or that you have operated the Alert message facility correctly. UpDown.Club cannot guarantee your device is able to receive such messages.

24.3. We hereby further disclaim any, and shall have no, liability resulting from or related to any

24.3.1. disruption of your connections to the internet or communication failures or delays,

24.3.2. loss to or corruption of any of your data or records, whether stored on the Trading Platform or not, or lack of back-up thereof,

24.3.3. security breaches resulting in part or in whole from third-party Software or networking goods or services or from actions or events outside of our reasonable control,

24.3.4. provision of security-related services that we may voluntarily provide outside the scope of the Client Agreement; and

24.3.5. use of the Trading Platform that is not in strict compliance with the Client Agreement , or any technical documentation we provide to you or make available to you by any other means, including without limitation, on our Website.

With respect to any Financial Data or other information that we or any third party service provider provide to you in connection with your use of the Trading Platform:

24.3.6. except as a result of the Company“s negligence, we and any such provider are not responsible or liable if any such data or information is inaccurate or incomplete in any respect;

24.3.7. except as a result of the Company“s negligence, we and any such provider are not responsible or liable for any actions that you take or do not take based on such data or information;

24.3.8. you will use such data or information solely in accordance and for the purposes set forth in the Client Agreement;

24.3.9. such data or information is proprietary to us and to third party providers as applicable, and you will not retransmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties except as required by applicable regulations; and

24.3.10. you will use such data or information solely in compliance with any applicable laws and regulations.

25. RECORDS

Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with the Trading Platform. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our discretion. You will not object to the admission of our records which may be required as evidence in any legal or regulatory proceedings.

26. RELATIONSHIP BETWEEN THE PARTIES

26.1. You will open each Transaction with us as principal and not as agent for any person. This means that unless we have otherwise agreed in writing, we will treat you as our client for all purposes and you will be directly and personally responsible for performing your obligations under each Transaction entered into by you. If you act in connection with or on behalf of someone else, whether or not you identify that person to us or not, we will not accept that person as a customer of ours and we will accept no obligation to them unless otherwise specifically agreed in writing.

26.2. Dealings with you will be carried out by us on an execution-only basis unless otherwise agreed by us in writing. We do not and will not provide advice on the merits or suitability of any particular Transaction. You agree that, unless otherwise provided in the Client Agreement, we are under no obligation:

26.2.1. to monitor or advise you on the status of any Transaction;

26.2.2. to make Margin Calls or advise you that you are in breach of Section 14.1; or

26.2.3. to close any Transaction that you have opened,

notwithstanding that previously we may have taken such action in relation to that Transaction or any other.

26.3. You hereby acknowledge and declare that in respect of all dealings conducted by you on the Trading Platform, you rely on your own judgment in opening, or refraining from opening a Transaction and that we will not, in the absence of fraud or negligence, be liable for any losses (including, without limitation, indirect losses or loss of opportunity or profits arising from any failure by you to make any anticipated profits), costs, expenses or damages suffered by you arising from any inaccuracy or mistake in any information including the Financial Data, given to you on a best endeavours basis, including, information relating to any of your Transactions with us. The Financial Data provided to you is for your convenience only and does not constitute financial or investment advice. Subject to our right to void or close any Transaction in the specific circumstances set out in the Client Agreement, any Transaction opened by you following such inaccuracy or mistake will nonetheless remain valid and binding in all respects on both you and us.

26.4. Before you begin to trade with us, you acknowledge that you are aware of all spreads, fees, interest and other charges for which you will be liable under the Client Agreement. These charges will affect your trading net profits (if any) or increase your losses, as the case may be.

27. COMPLAINTS

27.1. Any complaint you may have in respect of the services provided by UpDown.Club under the Client Agreement should be made in writing and sent to us in accordance with Section 14. We have in place internal procedures for ensuring that any complaint we receive is dealt with promptly and fairly. Details of our complaints procedure can be provided on request.

27.2. The Client Agreement is written in the English language and all correspondence, documents and communications between you and us shall be in English.

28. ENTIRE AGREEMENT

The Client Agreement sets out the entire agreement and understanding between the parties in respect of the matters dealt with in them. It supersedes any previous agreement or understanding between you and us in respect of their subject matter.

29. PROVISIONS OF CONTRACT

If any provision of the Client Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Client Agreement which will remain in full force and effect.

30. ADDITIONAL SERVICES

You acknowledge that we may provide the Trading Platform to other parties, and agree that nothing herein will be deemed or construed to prevent us from providing such services.

31. WAIVER

31.1. Any failure to exercise or any delay in exercising a right or remedy provided by the Client Agreement or at law or in equity (and/or the continued performance of the Client Agreement) will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of the Client Agreement will not constitute a waiver of any other breach and will not affect the other terms of the Client Agreement.

31.2. The rights and remedies provided by the Client Agreement are cumulative and (except as otherwise provided in the Client Agreement) are not exclusive of any rights or remedies provided at law or in equity.

32. ASSIGNMENT

32.1. You may not assign or transfer any of your rights or delegate any of your obligations under the Client Agreement, whether by operation of law or otherwise, either on a permanent or temporary basis to a third party without our prior written consent.

32.2. You acknowledge and agree that we may assign our rights or obligations under the Client Agreement to a successor of all or substantially all of our business or assets without prior written consent. Subject to the foregoing, the Client Agreement will bind and inure to the benefit of the parties and their respective successors, and is not intended to confer any other entity or person any rights or remedies hereunder.

33. THIRD PARTY RIGHTS

Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

34. PRECEDENCE

In the event of a conflict between any of the provisions of the Client Agreement, the terms of this User Agreement shall prevail.

35. DISPUTE RESOLUTION

Disputes and disagreements, which can arise during the execution of the present Agreement, will be resolved by negotiations between the Parties. In case when disputes can't be settled through negotiations, after the implementation of pre-trial procedures for resolving differences under the New Zealand legislation, the parties transmit them to the court of New Zealand.

36. CONFLICTS OF INTEREST

We provide the Trading Platform for dealing in Barrier Options and do not carry out any competing activities which could give rise to a conflict of interest with clients or between clients. At no time can the interests of a client be harmed by the exchange of information or any other factor. For further information please refer to our Conflict of Interest Policy which is part of the Client Agreement and is located on our Website.