Terms and Conditions

INDIVIDUAL CLIENT AGREEMENT

TERMS AND CONDITIONS

IMPORTANT: The terms and conditions in this agreement (this "Agreement") apply to individuals who are transacting privately, as a sole proprietor of a business, as a trustee of a trust or as a partner of a partnership. If you are representing a company, you will need to enter into a Corporate Client Agreement.

You should not indicate your agreement to the terms and conditions of this Agreement until you have read them fully, are satisfied that you understand them and consent to their terms.

1 Agreement

1.1 Transacting as an Individual – The terms and conditions in this Agreement apply to private clients ("you") who are dealing with USForex Inc. ("us" or "we") as an individual/s through any of our Websites.

1.2 Appointment of Agent – If you would like us to receive Instructions from someone acting on your behalf, you must sign an Agent Appointment Form.

1.3 Structure of this Agreement – This Agreement is a master agreement that applies to all Transactions that you subsequently enter into with us. The specific details of each individual Transaction, including the currencies to be exchanged and the amount of each Transaction, will be agreed upon separately when you book those Transactions; they will constitute separate agreements in their own right, but will incorporate the terms and conditions in this Agreement.

1.4 Other Documents You Must Read – You acknowledge that you have been provided with copies of the following documents:

(i) Our Website Use Agreement

(ii) Our Privacy Statement

2 Our Service

2.1 Foreign Exchange Services – We hold a Money Transmitter License authorizing us to provide foreign exchange products and services from the following States; Oregon, Michigan and Georgia. We offer Spot Contracts (to be settled within 2 days) and Forward Contracts (to be settled between 2 days and 12 months).

2.2 No Margin or Speculative Trading – We do not offer any form of margin or speculative trading facilities. When you enter into a Transaction, you must deliver to us the full amount of the funds you are transferring on or before the Delivery Date.

2.3 No Exchange Rate Set-Off – We will not agree to enter into any kind of set-off arrangement that would, upon settlement of the Transaction, allow you to pay us only the amount of any loss, or require us to pay you any profit, as the result of exchange rate movements.

2.4 No Financial Advice – We will not take into account your specific financial circumstances or needs when we enter into a Transaction with you. To the extent that we provide you with any advice, it will relate only to the mechanics of the Transaction you are proposing to enter into or to publicly available information. You must obtain your own financial advice and make your own assessment as to whether our service is appropriate for your particular requirements. You must select the type and timing of each Transaction you enter into yourself.

2.5 Ownership of Funds – You may not enter into any Transaction on behalf of a third party. You must be the owner of any funds that are the subject of a Transaction.

3 Your Instructions

3.1 Username and Password – We will issue to you a username and password that will enable you to provide us with Instructions either online, by telephone or by email. It is your responsibility to ensure the security of your username and password. We will accept any Instructions received pursuant to the use of the username and password without checking the identity of the user, and you will at all times be bound by those Instructions.

3.2 Agent – If you appoint someone else to act on your behalf ("Agent") in accordance with subsection 1.2, we will act in accordance with all Instructions received from your Agent, and you will be bound by those Instructions, until you withdraw your authorization of that Agent. You must give us at least 48 hours written notice of your intention to withdraw your authorization of an Agent and the withdrawal of such authorization is only effective at the end of such 48 hour period, or at such later time specified in your written notice.

3.3 No Obligation to Accept Instructions or Process Transactions – While we will always endeavour to comply with your Instructions, there may be circumstances under which we are unable to do so. Therefore, we reserve the right to reject your Instructions at any time, without providing any explanation to you and without incurring any liability to you or any third party for any resultant loss or damage that may be incurred by you or any third party.

4 Transactions

4.1 Transaction Binding – If you wish to enter into a Transaction, you may do so by giving us Instructions online, by telephone or by email. The Transaction will be legally binding on you when we receive your Instructions in accordance with this section 4 or section 5, subjection to your right to cancel in accordance with subsections 4.6 and 4.7.

4.2 Online Booking Confirmation – If you book a Transaction online, the Transaction will be legally binding as soon as we receive your electronic Instructions, at which time we will send you a Deal Confirmation by email, confirming the Transaction details. If you do not contact us within 24 hours of receipt of the Deal Confirmation to correct any errors therein, the Transaction details in the Deal Confirmation will be deemed to be correct.

4.3 Email Booking – If you book a Transaction by email, the Transaction will be binding on you when we process your email. You acknowledge that, if you choose to book a Transaction by email, it may not be processed immediately. When we process your Instructions, we will send you a Deal Confirmation by email, confirming the Transaction details. If you do not contact us within 24 hours of receipt of the Deal Confirmation to correct any errors therein, the Transaction details in the Deal Confirmation will be deemed to be correct.

4.4 Telephone Booking – If you book a Transaction by telephone, the Transaction will be legally binding at the conclusion of the telephone call. After the telephone call, we will send you a Deal Confirmation by email, confirming the Transaction details. If you do not contact us within 24 hours of receipt of the Deal Confirmation to correct any errors therein, the Transaction details in the Deal Confirmation will be deemed to be correct. In the event of any dispute, the recording or transcript of our telephone conversation may be used as evidence of the Transaction details agreed upon during such telephone conversation.

4.5 Cancellation – Once a Transaction has become legally binding, you may not cancel the Transaction under any circumstances, except as provided in subsections 4.6 and 4.7. You may only take action to correct any of the Transaction details set out in the Deal Confirmation if the Deal Confirmation does not reflect the Transaction details that have already been agreed upon.

4.6 Right to Refund – You, the customer, are entitled to a refund of the money to be transmitted as the result of this agreement if USForex does not forward the money received from you within 10 days of the date of its receipt, or does not give instructions committing an equivalent amount of money to the person designated by you within 10 days of the date of the receipt of the funds from you unless otherwise instructed by you. If your instructions as to when the moneys shall be forwarded or transmitted are not complied with and the money has not yet been forwarded or transmitted, you have a right to a refund of your money. If you want a refund, you must mail or deliver your written request to USForex Inc. at 1220 N. Market Street, Suite 808, Wilmington, DE 19801. If you do not receive your refund, you may be entitled to your money back plus a penalty of up to $1,000 and attorney's fees.

4.7 Cancellation Before Target Rate Is Reached – You may cancel a Transaction at any time before the Target Rate is reached by giving us notice by telephone. You may not cancel a Transaction after the Target Rate has been reached, whether or not we have notified you that the Target Rate has been reached. When the Target Rate is reached, you are legally bound by the Transaction.

4.8 Target Rate – The Target Rate will be deemed to have been reached only when the exchange rate nominated in your Order has been filled with our provider. This will occur when the rate you have nominated has been exceeded by an amount that includes our Margin. You may find that, in some cases, the exchange rate spikes with the result that the exchange rate you have nominated in your Order has been reached but has changed before we are able to fill the Order with our provider; for the avoidance of doubt, we will not fill your Order under those circumstances.

4.9 Payment – We will endeavour to notify you by telephone or email as soon as possible on the Business Day or on the next Business Day after the Target Rate has been reached. As soon as you receive our notification, you must take action to ensure that the funds reach our account by the Delivery Date. If we do not receive the funds on time, we reserve our right to Close Out the Transaction in accordance with section 8.

4.10 Out-of-Market Quotes – If we quote you a Rate that is clearly a mistake on our part ("Out-of-Market Quote") as the result of a technical or human error, it is not binding on us. You must notify us as soon as the mistake comes to your attention and we will requote the Rate as soon as possible.

4.11 Prompt Performance by You – You acknowledge that exchange rates can fluctuate rapidly, therefore the Rate we quote to you for a specific Transaction is contingent on the prompt performance of your obligations in relation to that Transaction. We reserve the right to requote the Rate if you do not provide us with requested information or funds on time.

5 Forward Transactions

5.1 Forward Contract Details – A Forward Contract can only be booked by telephone and will be legally binding at the conclusion of the telephone call. After the telephone call, we will send you a Deal Confirmation, confirming the Transaction details. If you do not contact us within 24 hours of receipt of the Deal Confirmation to correct any errors therein, the Transaction details in the Deal Confirmation will be deemed to be correct. In the event of any dispute, the recording or transcript of our telephone conversation may be used as evidence of the Transaction details agreed upon during such telephone conversation. If you do not receive the Deal Confirmation, the Transaction is still legally binding and will be evidenced by the recording or transcript of the telephone conversation during which such Transaction was booked.

5.2 Advance Payment – You acknowledge that we bear the risk that you might default on settlement of your Forward Contract and, to mitigate this settlement risk, we reserve the right to request that you make one or more Advance Payments in relation to all Forward Contracts. We may request an Advance Payment both at the time you book the Forward Contract and at any time prior to the Maturity Date. The amount of any Advance Payments requested will be a fixed percentage of the value of the Transaction. You acknowledge that the amount of any Advance Payments requested will be determined by us at our discretion, and that we may request an Advance Payment even if we have entered into a credit limit arrangement with you.

5.3 Failure to Pay an Advance Payment – If we have asked you to make an Advance Payment, you must pay the amount we have requested on the date we have nominated. If you fail to do so, we reserve the right to Close Out the Forward Contract in accordance with section 8.

5.4 Change to the Maturity Date – You may ask us to bring forward the Maturity Date ("pre-delivery") or to extend the Maturity Date ("roll over") in relation to the whole or only part of your Forward Contract. You acknowledge that we may agree to such a request entirely at our discretion. If we agree, you acknowledge that the Rate will be adjusted to account for the timing of the new Delivery Date.

5.5 Payment of Full Amount on Settlement – On or before the Maturity Date, you must transmit to our nominated account the full amount required to settle the Forward Contract, less any Advance Payment already paid, together with any service fees that we or any third party have requested.

6 Payment

6.1 Spot Contract Payments – You must initiate payment into our nominated account of the full amount required to settle a Spot Contract on the day the Transaction becomes legally binding in accordance with section 4. If we have not received the funds within 2 Business Days, we reserve the right to Close Out the Transaction in accordance with section 8.

6.2 Forward Contract Payments – You must ensure that you pay into our nominated account the full amount required to settle all Forward Contracts on or before the Maturity Date. If we have not received the funds by the Maturity Date (or any agreed change to the Maturity Date), we reserve the right to Close Out the Transaction in accordance with section 8.

6.3 No Cash or Checks – You acknowledge that we do not accept cash or checks. You agree to make all Payments to our nominated account electronically and you acknowledge that we will transmit your funds by electronic means only.

6.4 Beneficiary Account – You must provide us with full details of your Beneficiary Account, including the full name and address of the account holder and the full name and address of the beneficiary bank, on or before the date that we nominate. If you fail to do so, we reserve the right to Close Out the Transaction in accordance with section 8.

6.5 Beneficiary Account Number – We will rely solely on the account number you provide to us for your Beneficiary Account and will not check to ensure that the name provided by you accords with the account number you have given us.

6.6 Full Amount – All Payments must be received by us in cleared funds and for the full amount being transferred, including any transaction fees that may be payable and any service fees that have been requested by us or any third party, before we will credit your Beneficiary Account. In the event that we agree to make a payment for you without having received the full amount, you acknowledge that we are not waiving our right to ask you for the full amount after the Transaction has been processed.

6.7 Funds Held by Us – You acknowledge and agree that we do not hold your funds on trust and will not put your funds into a separate bank account.

6.8 No Interest Paid – You acknowledge that we will not pay to you any interest on any funds held by us whether by way of Advance Payment or otherwise.

7 Misdirected Funds

7.1 Your Mistake – If your funds are sent to the wrong account as the result of a mistake made by you, and we have acted in accordance with your Instructions, we will be under no obligation either to recover the funds or to resend the funds to the correct Beneficiary Account. You will need to book a new Transaction.

7.2 Our Mistake – If your funds are sent to the wrong account as the result of a mistake made by us, we will take urgent action at our own expense to recover those funds, provided that you take immediate action to assist us in recovering any such funds if the mistaken beneficiary is related to you or associated with you in some way.

8 Closing Out

8.1 Closing Out Transactions – We may refuse to perform a Transaction, or we may Close Out a particular Transaction or all current Transactions that you have with us, without notice to you:

(i) if you fail to make any Payment when it is due, including the payment of any Advance Payment that has been requested by us;

(ii) if you fail to provide any material information we have requested or if any information you have provided to us or any warranty you have given to us is or becomes, in our opinion, materially inaccurate, incorrect or misleading;

(iii) in the event of your death or loss of mental capacity;

(iv) in the event that bankruptcy proceedings are commenced against you;

(v) if the performance of our obligations under this Agreement become illegal;

(vi) if a serious dispute has arisen between us; or

(vii) if you breach a material term of this Agreement or of any Transaction.

8.2 Consequences of Closing Out – When we Close Out any or all of the Transactions that you have entered into, we buy back the currency that we have bought for you when you entered into the Transaction at prevailing market rates chosen by us in good faith. If the value of the currency you have asked us to exchange has strengthened, a loss will be incurred on the Transaction and you will be liable to pay us the amount of that loss, together with any expenses, premiums, commissions or other fees incurred by us.

8.3 No Payment of Profit – We will not pay you any profit arising from Closing Out a Transaction under any circumstances.

8.4 Payment of Loss – You acknowledge that the amount of any loss realized on the Closing Out of a Transaction is a debt payable by you and agree that we may immediately deduct the total amount of any loss (together with any expenses, premiums, commissions or other fees) from any funds we hold in relation to any Transaction whether in the form of an Advance Payment or otherwise. If the amount we are seeking to recover exceeds the amount of any Advance Payment or other funds held by us, you agree to pay the balance within 7 days of being notified by us of the total amount due.

8.5 Interest – You agree that we may charge you interest on any sum that remains payable to us after we Close Out any or all of your Transactions at a rate of [•]. Interest will accrue and will be calculated daily and be compounded monthly from the date Payment was due until the date full Payment is made by you.

8.6 Default Notification – You must notify us immediately if you become aware of any event referred to in subsection 8.1 above.

8.7 Notice of Monies Due – If we Close Out a Transaction, we will send you a written statement explaining the amount of any sums that may be payable to us and the amount of any sums being withheld by us.

9 Anti-Money Laundering

9.1 AML Compliance – You undertake that you will not knowingly do anything to put us in breach of any laws relating to money laundering or support for terrorist activities, including the Bank Secrecy Act of 1970 ("AML Laws"). You undertake to notify us if you become aware of anything that would put us in breach of AML Laws.

9.2 Provision of Information – If requested, you undertake to provide additional information and assistance and comply with all reasonable requests to facilitate our compliance with AML Laws in the United States or an equivalent overseas jurisdiction.

9.3 No Grounds for Suspicion – You undertake that you are not aware and have no reason to suspect that:

(i) the money you are transferring is derived from or related to money laundering, terrorism financing or similar activities ("Illegal Activities"); and

(ii) the money you are transferring will be used to finance, or in connection with, Illegal Activities.

9.4 Consent to Collection of Information by Us – We are subject to AML Laws. You consent to us disclosing in connection with AML Laws any of your personal information we may have.

9.5 Freezing or Blocking Transfer of Funds – In certain circumstances, we may be obliged to freeze or block an account where it is used in connection with Illegal Activities or suspected Illegal Activities. Freezing or blocking can arise as a result of the account monitoring that is required by AML Laws. If this occurs, we are not liable to you for any consequences or losses whatsoever and you agree to indemnify us if we are found liable to a third party in connection with the freezing or blocking of your account.

9.6 Right to Refuse to Provide Our Service – If you fail to provide to us upon request any information that we are required to collect from you under AML Laws, we retain the right, at any time, to refuse, in our sole discretion, to provide our service to you.

10 Disputes

10.1 Disputes Policy – If you have a problem with our service, you should initially bring your complaint to our attention so that we can attempt to resolve it in accordance with our internal disputes policy. Our complaints officer will attempt to resolve the dispute to your satisfaction as quickly as possible.

10.2 Mediation

10.2.1 If a dispute arises out of or related to this Agreement, or the breach thereof, and the dispute cannot be resolved by negotiation pursuant to subsection 10.1 above, then the matter shall be submitted to JAMS, or its successor, for mediation as set forth below. If the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to subsection 10.3 below.

10.2.2 Either party to this Agreement may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested.

10.2.3 The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs.

10.2.4 All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

10.3 Arbitration

10.3.1 If any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, cannot be resolved by mediation pursuant to section 10.2 above, then it shall be determined by arbitration before a panel of arbitrators. Judgment on the arbitration award may be entered in any court having jurisdiction. This subsection 10.3.1 shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

10.3.2 Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first ("Earliest Initiation Date").

10.3.3 At no time prior to the Earliest Initiation Date shall either party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of subsection 10.2.3 above.

10.3.4 All arbitrators shall serve as neutral, independent and impartial arbitrators.

10.3.5 In any arbitration arising out of or related to this Agreement, the arbitrators are not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages.

10.3.6 In any arbitration arising out of or related to this Agreement, the arbitrators may not award any incidental, indirect or consequential damages, including damages for lost profits.

10.3.7 In any arbitration arising out of or related to this Agreement, the arbitrators shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrators determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrators may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

10.3.8 All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling.

10.3.9 The parties adopt and agree to implement any arbitration appeal procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.

10.4 Legal Action – Nothing in this section 10 prevents either us or you from approaching a court for an urgent injunction or from bringing an individual action in small claims court, and nothing prevents us from taking immediate legal action to recover any amounts that you may owe to us as the result of Closing Out a Transaction under section 8.

11 Limitation of Liability

11.1 No Liability for Delays – You acknowledge that delays in the transmission and receipt of Payments may occur. In particular, you acknowledge that we operate an online dealing platform that could be subject to technical or other problems, the nature and duration of which may be beyond our control. Our service also involves the use of intermediaries who are outside our control. Accordingly, while we do everything in our power to ensure the timely transmission of funds, we cannot guarantee that transfers of funds will always be made on time and cannot accept any liability to you for any loss suffered by you as a result of any delays in the transmission of funds.

11.2 Limited Liability – We do not, under any circumstances, assume any liability to you in excess of the amount of money you have actually paid to us in relation to any particular Transaction. We will not be liable to you for any form of consequential damages or loss that you may suffer as a result of:

(i) delays in the transfer of your funds, or

(ii) our refusal at any time to transfer your funds.

Without in any way limiting the effect of this section 11, or any other section of this Agreement, "consequential damages" shall be taken to include damages arising from:

(i) loss of business;

(ii) loss of opportunity to realize a gain as a result of foreign exchange fluctuations;

(iii) loss of any other opportunity; or

(iv) loss of interest on funds.

For the avoidance of doubt, and without limiting any other provision of this Agreement:

(a) if your funds are sent to the wrong account or otherwise fail to reach your Beneficiary Account as the result of a mistake made by us, we will credit your Beneficiary Account in the full amount of the funds you expect to receive (subject always to your obligations under subsection 7.2), however, that shall be the full extent of our liability to you;

(b) if we Close Out or refuse to process one or more of your Transactions for any reason, we shall refund to you any funds that we hold on your behalf by way of Advance Payment or otherwise, however, that shall be the full extent of our liability to you.

12 Warranties and Indemnities

12.1 Your Warranties – You agree that the following statements are true and accurate, and you acknowledge that we may refuse to process a Transaction, or we may Close Out a Transaction, if we find at any stage that they are not true and accurate:

(i) you are over the age of 18;

(ii) you are the owner of the money you are seeking to transfer;

(iii) you are not acting on behalf of another person;

(iv) you will inform us if you are acting as:

(a) a sole proprietor of a business;

(b) a trustee of a trust; or

(v) if you are acting as a trustee of a trust, you are properly authorized to enter into this Agreement and any Transactions in accordance with the terms of the relevant trust deed;

(vi) you have a valid commercial or personal reason for entering into each Transaction and will not enter into any Transaction for speculative purposes; and

(vii) in making your decision to enter into a Transaction, you will not rely on any market-related information that may be provided from time to time by us on our Websites or by our employees or consultants.

12.2 Your Indemnity – You agree to indemnify us for any costs, expenses or fees we may incur as a result of your failure to perform your obligations under this Agreement, whether they arise under section 8 or in some other way. This includes any legal costs that we may incur in order to enforce our rights or recover any amounts you owe us. You also agree to indemnify us for any fees, costs, duties and taxes charged by third parties in relation to the Transactions you enter into, including fees charged by your beneficiary bank, whether or not those fees or charges were notified to you in advance.

12.3 Our Indemnity – In accordance with subsection 7.2, if your funds are sent to the wrong account as the result of a mistake made by us, we will indemnify you and keep you indemnified in relation to the recovery of those funds and will take urgent action at our own expense to recover the funds, provided that you take immediate action to assist us in recovering any such funds if the mistaken beneficiary is related to you or associated with you in some way.

13 Privacy

13.1 Collection of your Personal Information – You acknowledge that, in order to provide our service to you, we must collect your personal information. If you refuse or fail to provide any requested information, we may not be able to process any Transactions for you.

13.2 Contact Us – If you have any questions about the collection or use of your personal information, you may contact our compliance officer +1-888 288 7354 or at contact@usforex.com.

13.3 Access to your Personal Information – You may obtain access to most personal information we hold about you by contacting our compliance officer. Sometimes there may be a reason why access will not be possible. If that is the case, you will be told why.

13.4 Purpose of Collection – We collect your personal information in order to provide our products and services, to satisfy our regulatory obligations under the AML Laws referred to in section 9 and to assess your creditworthiness.

13.5 Organizations Who May Receive Your Information – We may provide your personal information to our intermediary bankers and to any Governmental Authorities that normally require it or that may request it. We may also provide your information to any of our partners, agents or intermediaries who are a necessary part of the provision of our products and services.

13.6 International Intermediaries – You acknowledge and agree that we use international intermediaries to process Transactions on your behalf and that your personal information may be sent to those overseas intermediaries in order to complete the Transaction.

13.7 Consent to Credit Reference Reports – You acknowledge and agree that we may access any electronic databases necessary to assist us in identifying you and to assess your creditworthiness. In particular, you agree that we may obtain, use and retain information about you that we have obtained from any business that provides information about the creditworthiness of individuals, including a consumer credit report from a credit reporting agency. In doing so, we may give information about you to a credit reporting agency for the purpose of obtaining a consumer credit report about you and allowing the credit reporting agency to create or maintain a credit information file containing information about you. The information will be limited to your identity particulars, including your name, sex, address (and the previous two addresses), date of birth, name of employer, and drivers license number, as well as the fact that you have made an application for credit to us.

13.8 Use of Your Information – You agree that we may use any information we collect about you for the purposes of complying with our obligations under any AML Laws and for any other purpose directly related to the provision of our services.

13.9 Information Correct and Up to Date – You must ensure that all information you provide to us is accurate and up to date at all times. You must notify us of any changes to the information you have provided to us as soon as possible.

13.10 Protection of Information – We collect and store all information electronically, and take all reasonable steps to protect information from unauthorized access, however we accept no liability for unauthorized access or use of information.

13.11 Recording Telephone Conversations – You consent to the electronic recording of all telephone conversations that take place between us without an automatic warning tone or warning message being given and you agree that we may use the recordings as evidence in any dispute or anticipated dispute between us.

13.12 Retention of Information – Any information collected by us, including telephone recordings or transcripts, may be kept or destroyed in accordance with our information retention policy.

14 General

14.1 Notices – Where notice in writing is required under this Agreement, it may be sent by fax, mail or email. Proof of sending will be proof of receipt; in the case of facsimile or email, on the day of dispatch, and in the case of delivery by mail, 48 hours from the date of mailing. Documents shall be sent to the last known mailing address, email address or fax number you have provided to us. If your mailing address, email address or fax number changes, you must notify us as soon as possible.

14.2 Modification of This Agreement – We may alter the terms of this Agreement by posting the new terms on our Websites. This will not affect any rights or obligations you already have, however you will be bound by the new terms when you enter into subsequent Transactions.

14.3 Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules, and you agree to submit to the jurisdiction of the courts of the State of California.

15 Definitions

Advance Payment means a payment of part of the sum that is due to us on the Maturity Date.

Agent Appointment Form means a form that we will give you to enable you to appoint somebody else to transact with us on your behalf.

Beneficiary Account means the account to which you are sending your funds.

Booking means booking a Transaction by providing us with all of the relevant Transaction details.

Business Day means a day on which we are open for business, which shall not include Saturday, Sunday, New Year's Day or Christmas Day, but which shall include Good Friday and Easter Monday.

Close Out means reversing a Transaction under the circumstances set out in section 8 or otherwise pursuant to this Agreement.

Deal Confirmation means a written communication, however described, provided by us, confirming the Transaction details of any Order that you have placed with us by telephone, email or online, which shall be an error correction mechanism only.

Delivery Date means the date on which we have requested that you deliver your funds to our nominated account for transmission.

Forward Contract means a foreign exchange contract under which we agree to exchange money at an agreed exchange rate and at an agreed time which is between 48 hours and 12 months from the time the contract is entered into.

Governmental Authority means the government of the United States of America, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Instructions means a request made by you to enter into a Transaction, and shall be taken to include any information, communications or documents incidental to or relating to a Transaction, whether we process the Transaction or not.

Margin means the difference between the retail exchange rate we quote to you and the whole exchange rate we obtain from our provider.

Maturity Date means, in relation to a Forward Contract, the date on which the currency exchange is to be made by us, and includes any agreed variation to the original date, being either an earlier or a later date.

Order means an instruction pursuant to which we will enter into a Spot or Forward Transaction for you only at an exchange rate nominated by you.

Payment means payment by you to us of funds for transmission.

Rate means the foreign currency exchange rate that we quote you for a Transaction.

Spot Contract means a foreign exchange contract under which we agree to exchange money at an agreed rate within 48 hours of the contract being entered into.

Target Rate means the rate at which an Order is triggered, being the exchange rate nominated by you in your Order plus our Margin, and shall be contingent on our ability to fill the Order with our own provider.

Transaction means a Spot Contract, a Forward Contract or an Order, and shall be taken to refer to a series of Transactions pursuant to standing Instructions given by you.

Websites means any websites owned by us, including but not limited to:

www.usforex.com

CORPORATE CLIENT AGREEMENT

TERMS AND CONDITIONS

IMPORTANT: The terms and conditions in this agreement (this "Agreement") apply to corporations. If you are an individual transacting privately, as a sole proprietor of a business, as a trustee of a trust or as a partner of a partnership, you will need to enter into an Individual Client Agreement.

You should not indicate your agreement to the terms and conditions of this Agreement until you have read them fully, are satisfied that you understand them and consent to their terms.

1 Agreement

1.1 Capacity – The terms and conditions in this Agreement apply to corporations (referred to individually herein as the "Client" or "you") who are dealing with USForex Inc. ("USForex," "us" or "we") through any of our Websites.

1.2 Structure of This Agreement – This Agreement is a master agreement that applies to all Transactions that you subsequently enter into with us. The specific details of each individual Transaction, including the currencies to be exchanged and the amount of each Transaction, will be agreed upon separately when you book those Transactions; they will constitute separate agreements in their own right, but will incorporate the terms and conditions in this Agreement.

1.3 Other Documents You Must Read – You acknowledge that you have been provided with copies of the following documents:

(i) Our Website Use Agreement

(ii) Our Privacy Statement

2 Our Service

2.1 Foreign Exchange Services – We hold a State Money Transmitter License authorizing us to provide foreign exchange products and services in the following States: Michigan, Oregon and Georgia. We offer Spot Contracts (to be settled within 2 days) and Forward Contracts (to be settled between 2 days and 12 months).

2.5 Ownership of Funds – You may not enter into any Transaction on behalf of a third party. You must be the owner of any funds that are the subject of a Transaction.

3 Your Instructions

3.1 Authorized Signatories – You must appoint one or more Authorized Signatories on the Appointment of Authorized Signatories Form attached hereto as Annex I (even if you have a sole director who is signing this Agreement in the capacity of a director). An Authorized Signatory may have unlimited authority to give us Instructions on your behalf or you may specify the stages of a Transaction they are authorized to undertake. We will rely on Instructions received by the individual/s appointed by you as Authorized Signatories in this Agreement until such time as you revoke or vary that authority by giving us 48 hours notice in writing. If you wish to change the Authorized Signatories you have appointed, you may do so by completing and sending to us a Change of Authorized Signatory Form or by otherwise notifying us in writing.

3.2 Username and Password – We will issue to each of your Authorized Signatories a username and password that will enable your Authorized Signatories to provide us with Instructions either online, by telephone or by email, subject always to any limits on authorization that you may have set in this Agreement on the Appointment of Authorized Signatories Form. We will accept any Instructions received pursuant to the use of a username and password without checking the identity of the user or their level of authorization, and you will at all times be bound by those Instructions.

4 Transactions

4.1 Transaction Binding – If you wish to enter into a Transaction, you may do so by giving us Instructions online, by telephone or by email. The Transaction will be legally binding on you when we receive your Instructions in accordance with this section 4 or section 5, subject to your right to cancel in accordance with subsections 4.6 and 4.7.

4.7 Cancellation Before Target Rate Is Reached – You may cancel a Transaction at any time before the Target Rate is reached by giving us notice by telephone. You may not cancel a Transaction after the Target Rate has been reached, whether or not we have notified you that the Target Rate has been reached. Whenthe Target Rate is reached, you are legally bound by the Transaction.

5 Forward Transactions

5.1 Forward Contract Details – A Forward Contract can only be booked by telephone and will be legally binding at the conclusion of the telephone call. After the telephone call, we will send you a Deal Confirmation by email, confirming the Transaction details. If you do not contact us within 24 hours of receipt of the Deal Confirmation to correct any errors therein, the Transaction details in the Deal Confirmation will be deemed to be correct. In the event of any dispute, the recording or transcript of our telephone conversation may be used as evidence of the Transaction details agreed upon during such telephone conversation. If you do not receive the Deal Confirmation, the Transaction is still legally binding and will be evidenced by the recording or transcript of the telephone conversation during which such Transaction was booked.

6 Payment

6.7 Funds Held by Us – You acknowledge and agree that we do not hold your funds on trust and will not put your funds into a separate bank account.

6.8 No Interest Paid – You acknowledge that we will not pay to you any interest on any funds held by us whether by way of Advance Payment or otherwise.

7 Misdirected Funds

8 Closing Out

8.1 Closing Out Transactions – We may refuse to perform a Transaction, or we may Close Out a particular Transaction or all current Transactions that you have with us, without notice to you:

(i) if you fail to make any Payment when it is due, including the payment of any Advance Payment that has been requested by us;

(ii) if you fail to provide any material information we have requested;

(iii) if any information you have provided to us or any warranty you have given to us is or becomes, in our opinion, materially inaccurate, incorrect or misleading;

(iv) on the occurrence of a Bankruptcy Event;

(v) if the performance of our obligations under this Agreement become illegal;

(vi) if a serious dispute has arisen between us; or

(vii) if you breach a material term of this Agreement or of any Transaction.

8.3 No Payment of Profit – We will not pay you any profit arising from Closing Out a Transaction under any circumstances.

8.5 Interest – You agree that we may charge you interest on any sum that remains payable to us after we Close Out any or all of your Transactions. Interest will accrue and will be calculated daily and be compounded monthly from the date Payment was due until the date full Payment is made by you.

8.6 Default Notification – You must notify us immediately if you become aware of any event referred to in subsection 8.1 above.

9 Anti-Money Laundering

9.3 No Grounds for Suspicion – You undertake that you are not aware and have no reason to suspect that:

(i) the money you are transferring is derived from or related to money laundering, terrorism financing or similar activities ("Illegal Activities"); and

(ii) the money you are transferring will be used to finance, or in connection with, Illegal Activities.

9.4 Consent to Collection of Information by Us – We are subject to AML Laws. You consent to us disclosing in connection with AML Laws any of your personal information we may have.

9.6 Right to Refuse to Provide Our Service – If you fail to provide to us upon request with any information that we are required to collect from you under AML Laws, we retain the right, at any time, to refuse, in our sole discretion, to provide our service to you.

10 Disputes

10.2 Mediation

10.2.1 If a dispute arises out of or related to this Agreement, or the breach thereof, and the dispute cannot be resolved by negotiation pursuant to subsection 10.1 above, then the matter shall be submitted for mediation. If the matter is not resolved through mediation, then it shall be submitted to arbitration pursuant to subsection 10.3 below.

10.2.2 Either party to this Agreement may commence mediation by providing to a mediator and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested.

10.2.3 The parties will cooperate with the mediator and with one another in selecting a mediator from a panel and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs.

10.2.4 All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

10.3 Arbitration

10.3.4 All arbitrators shall serve as neutral, independent and impartial arbitrators.

10.3.6 In any arbitration arising out of or related to this Agreement, the arbitrators may not award any incidental, indirect or consequential damages, including damages for lost profits.

10.4 Legal Action – Nothing in this section 10 prevents either us or you from approaching a court for an urgent injunction, and nothing prevents us from taking immediate legal action to recover any amounts that you may owe to us as the result of Closing Out a Transaction under section 8.

11 Limitation of Liability

(i) delays in the transfer of your funds, or

(ii) our refusal at any time to transfer your funds.

Without in any way limiting the effect of this section 11, or any other section of this Agreement, "consequential damages" shall be taken to include damages arising from:

(i) loss of business;

(ii) loss of opportunity to realize a gain as a result of foreign exchange fluctuations;

(iii) loss of any other opportunity; or

(iv) loss of interest on funds.

For the avoidance of doubt, and without limiting any other provision of this Agreement:

12 Warranties and Indemnities

(i) you are duly incorporated and validly existing as a corporation in good standing under the laws of the state of your incorporation, and have full authority to enter into this Agreement and any Transaction/s;

(ii) you are the owner of the money you are seeking to transfer;

(iii) you will inform us if you are acting as:

(a) a corporate trustee of a trust; or

(b) a corporate partner of a partnership;

(iv) if you are acting as a corporate trustee of a trust, you are properly authorized to enter into this Agreement and any Transactions in accordance with the terms of the relevant trust deed;

(v) you have a valid commercial reason for entering into each Transaction and will not enter into any Transaction for speculative purposes; and

(vi) in making a decision to enter into a Transaction, you will not rely on any market-related information that may be provided from time to time by us on our Websites or by our employees or consultants.

13 Privacy

In this section 13, "you" means any Authorized Representative.

13.1 Collection of Personal Information of Authorized Representatives – You acknowledge that, in order to provide our service to the Client, we must collect your personal information. The Client warrants that it has given you a copy of this section 13. If you refuse or fail to provide any requested information, we may not be able to process any Transactions for the Client.

13.2 Contact Us – If you have any questions about the collection or use of your personal information, you may contact our compliance officer at +1-888 288 7354 or at contact@usforex.com

13.3 Access to Your Personal Information – You may obtain access to most personal information we hold about you by contacting our compliance officer. Sometimes there may be a reason why access will not be possible. If that is the case, you will be told why.

13.4 Purpose of Collection – We collect your personal information in order to provide our products and services to the Client, to satisfy our regulatory obligations under the AML Laws referred to in section 9 and to assess your creditworthiness.

13.7 Use of Your Information – You agree that we may use any information we collect about you for the purposes of complying with our obligations under any AML Laws and for any other purpose directly related to the provision of our services.

13.8 Information Correct and Up to Date – You must ensure that all information you provide to us is accurate and up to date at all times. You must notify us of any changes to the information you have provided to us as soon as possible.

13.9 Protection of Information – We collect and store all information electronically, and take all reasonable steps to protect information from unauthorized access, however we accept no liability for unauthorized access or use of information.

13.10 Recording Telephone Conversations – You consent to the electronic recording of all telephone conversations that take place between us without an automatic warning tone or warning message being given, and you agree that we may use the recordings as evidence in any dispute or anticipated dispute between us.

13.11 Retention of Information – Any information collected by us, including telephone recordings or transcripts, may be kept or destroyed in accordance with our information retention policy.

13.12 Electronic Databases – You acknowledge and agree that we may access any electronic databases necessary to assist us in identifying you and assessing your creditworthiness.

14 General

14.3 Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules, and you agree to submit to the jurisdiction of the courts of the State of Delaware.

15 Definitions

Advance Payment means a payment of part of the sum that is due to us on the Maturity Date.

Authorize, as used in the Appointment of Authorized Signatories Form, means to authorize the stage of a Transaction when we transmit your funds from our account to your nominated Beneficiary Account.

Authorized Representative means an individual who is a director or officer authorized to execute this Agreement or an Authorized Signatory.

Authorized Signatory means an individual appointed and authorized by you to provide Instructions to us on your behalf.

Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of USForex, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

Beneficiary Account means the account to which you are sending your funds.

Booking means booking a Transaction by providing us with all of the relevant Transaction details.

Business Day means a day on which we are open for business, which shall not include Saturday, Sunday, New Year's Day or Christmas Day, but which shall include Good Friday and Easter Monday.

Close Out means reversing a Transaction under the circumstances set out in section 8 or otherwise pursuant to this Agreement.

Deal Confirmation means a written communication, however described, provided by us, confirming the Transaction details of any Order that you have placed with us by telephone, email or online.

Delivery Date means the date on which we have requested that you deliver your funds to our nominated account for transmission.

Margin means the difference between the retail exchange rate we quote to you and the whole exchange rate we obtain from our provider.

Order means an instruction pursuant to which we will enter into a Spot or Forward Transaction for you only at an exchange rate nominated by you.

Payment means payment by you to us of funds for transmission.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

Rate means the foreign currency exchange rate that we quote you for a Transaction.

Spot Contract means a foreign exchange contract under which we agree to exchange money at an agreed rate within 48 hours of the contract being entered into.

Transaction means a Spot Contract, a Forward Contract or an Order, and shall be taken to refer to a series of Transactions pursuant to standing Instructions given by you.

View Deals, as used in the Appointment of Authorized Signatories Form, means to view all pending and completed Transactions on our Websites.

Websites means any websites owned by us, including but not limited to:

www.usforex.com