THINKCAPITAL CHALLENGE ACCOUNT AGREEMENT

THINKCAPITAL CHALLENGE ACCOUNT AGREEMENT

This ThinkCapital Challenge Account Agreement (the “Agreement”) governs rights and obligations in connection with the use of services provided by TC Systems FZE (“ThinkCapital”), offered through the www.thinkcapital.com (the “Website”). Please read this Agreement carefully. You are under no obligation to use the Services if you do not agree or understand any portion of this Agreement, nor should you use the Services unless you understand and agree to these Terms.

This Agreement is entered into by you (“you”, “your”, or the “Customer”) and TC Systems FZE with its registered office at B. C. 1301563, Ajman Free Zone, C1 Building, Ajman, UAE (“we”, “our”, or the “ThinkCapital”).

(ThinkCapital and the Customer, hereinafter each referred to individually as a “Party” and collectively as the “Parties”).

This Agreement is concluded electronically as part of the registration for the Services on the Website. You accept the agreement by clicking, in the user interface of the website, on “I agree with the ThinkCapital Challenge Account Agreement”, by which this Agreement shall be concluded. During the registration, you are obligated to truthfully fill in all information about yourself and attach a scan of your identification document where required, which will allow us to verify your identity. The information must correspond to the information provided by you during the purchase of the ThinkCapital Challenge. Otherwise, ThinkCapital may refuse to enter into the Agreement with you. By filling in the information about yourself, you are confirming that all such information is true and accurate to the best of your knowledge at the time.

1. PURPOSE OF THE AGREEMENT

1.1. The purpose of this Agreement is to set out the conditions (i) under which the Customershallbeprovided by ThinkCapital with instruments for demo trading intended for advanced traders, including access to a trading account for demo trading (ThinkCapital Challenge Account, and where applicable, ThinkCapital Funded Account); (ii) under which the Customer may perform such demo trades using instruments available on the relevant application; and (iii) under which the Customer shall be paid financial reward(s), where applicable. The purpose of this Agreement is also to ensure the Customer’s access to the instruments for demo trading provided under this Agreement through the user interface on the Website (the “Client Section”), or by the provision of access to applications provided by ThinkCapital or third parties.

2. SUBJECT-MATTER OF THE AGREEMENT

2.1. The subject matter of this Agreement is ThinkCapital’s obligation to provide the Customer with instruments for demo foreign currency trading in the FOREX market or with other instruments in other financial markets, access to trading accounts for demo trading (ThinkCapital Challenge Account and ThinkCapital Trader Account), analytical instruments, training and educational materials, (if applicable) other accompanying services for advanced traders, to enable the Customer to access and use those services (the “Services”) and, subject to the terms and conditions set out in this Agreement. Within the Services provided, ThinkCapital shall, in particular,

enable the Customer to access the electronic interface in which the Customer shall perform demo trades under this Agreement (the “Trading Platform”).

1. 2.2.  The Customer further undertakes, when using the Services, and in particular, when performing demo trades, to act in accordance with this Agreement, any third parties’ terms and conditions, applicable legal regulations, and other rules which the Customer is obligated to adhere to when using the Services.
2. 2.3.  ThinkCapital shall not provide Services to Customer that: (i) is of nationality or is residing in Restricted Jurisdictions*; (ii) is established or incorporated or has a registered office in Restricted Jurisdictions*; (iii) is subject to the relevant international sanctions; or (iv) has a criminal record related to financial crime or terrorism. Restricted Jurisdictions* means countries determined as such by ThinkCapital and enumerated in the Terms and Conditions. ThinkCapital reserves the right to refuse, restrict or terminate the provision of any Services to Customer as per this Clause 2.3. and such Customer is prohibited to use the Services, which includes also the use of the Client Section and/or Trading Platform.
3. 2.4.  The meaning of the definitions, expressions, and abbreviations used in this Agreement can be found in clause 15.

3. CUSTOMER REPRESENTATIONS

3.1. The Customer represents and acknowledges that:

1. 3.1.1.  no performance provided by ThinkCapital to the Customer under this Agreement, including all Services, may be considered as investment services or activities within the meaning of the legal regulations governing, in particular, investment services and capital markets; in particular, ThinkCapital does not receive or execute in any case, whether directly or indirectly, any trading instructions, does not trade on its own account, does not provide or conduct investment or other advice, research, recommendations or analyses, and does not give or forward to the Customer any trading instructions, does not receive any assets from, or manage any assets for, the Customer, and does not provide any related foreign exchange services;
2. 3.1.2.  no employees or other staff or representatives of ThinkCapital are authorised to provide Services within the meaning of Clause 3.1.1;
3. 3.1.3.  all trading that the Customer performs through the Services is simulated only and that the execution of a demo trade within the Services provided shall in no way constitute an instruction to trade in real financial markets or with real currency;
4. 3.1.4.  the funds provided to the Customer for demo trading are not real and that the Customer has no right to deal with them beyond the scope of their use within the Services (in particular that they cannot be used for actual trading), that the Customer is not entitled to withdraw or transfer them, and that ThinkCapital does not in any circumstances receive any funds or other assets from, or manage any funds or other assets for, the Customer within the Services;
5. 3.1.5.  performance with ThinkCapital is not indicative of trading on real financial markets, and that past performance and demo gains are neither a guarantee nor an indication of any further performance; and 3.1.6. if the Customer’s access to the Client Section is cancelled, irrespective of the reason for its cancellation, the Customer shall lose access to the ThinkCapital Challenge Account, and thus to the Services, without being entitled to any compensation.

1. 3.2.  In case the Customer enters into this Agreement or uses the Services within its business (entrepreneurial) activities within the meaning of applicable laws, the Customer is obligated to notify ThinkCapital about it and provide ThinkCapital with Customer’s business identifiers.
2. 3.3.  In performing this Agreement, the Customer shall comply with all applicable legal regulations and obtain, and maintain the validity of, all permits, licenses, consents, approvals or other acts issued by the competent authorities, which may apply to the Customer’s activities under this Agreement, and fulfil all notification, tax, fee or other obligations that may arise in connection with the performance of this Agreement. The Customer is authorised to access and use the Services only in accordance with the applicable legal regulations and is prohibited from circumventing any technical measures that may limit the availability of the Services in certain countries. In no event shall ThinkCapital bear any responsibility for the failure of the Customer to fulfil any of its obligations.
3. 3.4.  Customer hereby acknowledges that the demo capital has no monetary value and it’s only a part of the Services provided to the Customer and Customer has no actual right, title or ownership to the demo capital, and that ThinkCapital has all rights, interest and full ownership to demo capital (as part of the Services). The ThinkCapital Challenge Account and Funded Account and any and all rights related to the Services that are granted by the ThinkCapital to the Customer by virtue of this Agreement are personal to the Customer and cannot be transferred by contract or otherwise, nor are eligible for inheritance.

4. THINKCAPITAL CHALLENGE ACCOUNT

1. 4.1.  ThinkCapital shall provide the Customer with access to a trading account for advanced users, which will be linked to access to the Trading Platform (the “ThinkCapital Challenge Account”), as part of the Services. The ThinkCapital Challenge Account will be activated by the performance of the first demo trade.
2. 4.2.  Access to the ThinkCapital Challenge Account, and thus also to the Trading Platform, is protected by login data that ThinkCapital will display in the Client Section. In the event that the Customer passes the Challenge and is selected to conduct live simulated trades through the ThinkCapital Simulated Trading Program, the current login data shall expire at the end of the relevant Reference Period. In such case, ThinkCapital will provide the Customer with new login data without undue delay after ThinkCapital has verified the legitimacy of the Customer’s information. THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER WILL NOT BE ABLE TO PERFORM DEMO TRADES IN THE PERIOD FROM THE EXPIRATION OF THE PREVIOUS LOGIN DATA UNTIL THE RECEIPT OF NEW LOGIN DATA.
3. 4.3.  The Customer shall not make available or provide the login data to the ThinkCapital Challenge Account, the Trading Platform, or the Client Section to any third party. The Customer is responsible for the protection of login data and the ThinkCapital Challenge Account and for all activities that are performed through the ThinkCapital Challenge Account or the Trading Platform. ThinkCapital shall not be liable, and the Customer is not entitled to any compensation, for any misuse of the ThinkCapital Challenge Account, Trading Platform, or any part of the Services and for any negative consequences thereof for the Customer, if such misuse occurs for any reasons beyond the control of ThinkCapital.

1. 4.4.  The Customer acknowledges that the Trading Platform is provided by a third party and that the contractual terms and conditions and the privacy policy of its provider apply to the use of the Trading Platform. The Customer is obligated to read those terms and conditions and privacy policy of the third party before the first access to the Trading Platform. By using the Trading Platform, the Customer agrees to those terms and conditions and privacy policy.
2. 4.5.  All data provided by the Customer to ThinkCapital must be complete, true, and up- to-date. In the event of any change in the Customer’s data, the Customer must immediately send a notification to ThinkCapital from the Customer’s registered e- mail address; the notification must be accompanied by documents evidencing the change, if applicable. The Customer is responsible for all the provided data being accurate and up-to-date at all times; ThinkCapital is not obligated to verify the data.
3. 4.6.  The ThinkCapital Challenge Account and the Services may not be available at all times, in particular with respect to their maintenance, upgrades, technical errors, or for any other reason. In particular, ThinkCapital shall not be liable, and the Customer is not entitled to any compensation, for the unavailability of the ThinkCapital Challenge Account, the Client Section, or the Trading Platform, for any damages or loss of any data or other content that the Customer uploads, transfers, or saves via the ThinkCapital Challenge Account, the Client Section or the Trading Platform, or for any ThinkCapital’s interventions or alterations in the Customer’s ThinkCapital Challenge Account requested by the Customer.
4. 4.7.  In order to use the Services, the Customer must obtain the appropriate technical equipment and software, including third-party software (e.g., software for the use of the Trading Platform), at the Customer’s own risk and expense. ThinkCapital trading does not warrant or guarantee that the Services will be compatible with any specific equipment or software. ThinkCapital provides no warranty as to the compatibility of the Services with any particular device, program, or add-on.

5. DEMO TRADING

1. 5.1.  The Customer will perform demo trades through the Customer’s ThinkCapital Challenge Account on the selected Trading Platform. During the demo trading on the Trading Platform, the Customer may perform any trades, subject to the conditions in Clause 5.2, unless those trades constitute forbidden trading strategies or practices within the meaning of Clause 5.3. You also agree to follow good market standard rules and practices for trading on financial markets (e.g., risk management rules). Restrictions may also be imposed by the terms and conditions of the Trading Platform.
2. 5.2.  The Customer is obligated to comply with the following parameters in the course of the demo trading under this Agreement for the applicable trading options, as indicated in Schedule 1.
   1. 5.2.1.  the Customer has opened at least one demo trade on at least five different calendar days;
   2. 5.2.2.  in the course of none of the calendar days during the Challenge did the Customer report a loss on any demo trades opened and closed on that day,

which would exceed the percentage of the initial capital for the respective option as described below:

5.2.3. the Customer has reached the specified Profit Target, as determined by the relevant Challenge:

The above parameters are explained in more detail on the Website.

5.2.4. In our Dual Step Challenge, we offer an option for a higher drawdown after paying a premium fee. This higher drawdown option is exclusive to the Dual Step Challenge. If a participant chooses not to opt for the higher drawdown, the standard drawdown limits outlined in the table below will apply.

1. 5.2.5.  Trading Instruments: The trading Evaluation includes all instruments available on the relevant software application.
2. 5.2.6.  All positions must be closed before the trading period ends and before the trading period can be reviewed.

5.3. FORBIDDEN TRADING PRACTICES.
5.3.1. DURING DEMO OR SIMULATED TRADING, IT IS PROHIBITED TO:

1. (a)  KNOWINGLY OR UNKNOWINGLY USE TRADING STRATEGIES THAT EXPLOIT ERRORS IN THE SERVICES SUCH AS ERRORS IN THE DISPLAY OF PRICES OR DELAY IN THEIR UPDATES;
2. (b)  PERFORM TRADES USING AN EXTERNAL OR SLOW DATA FEED;
3. (c)  PERFORM, ALONE OR IN CONCERT WITH ANY OTHER PERSONS, INCLUDING BETWEEN CONNECTED ACCOUNTS, OR ACCOUNTS HELD WITH DIFFERENT ThinkCapital ENTITIES, TRADES OR COMBINATIONS OF TRADES THE PURPOSE OF WHICH IS TO MANIPULATE TRADING, FOR EXAMPLE BY SIMULTANEOUSLY ENTERING INTO OPPOSITE POSITIONS;

1. (d)  PERFORM TRADES IN CONFLICT WITH THE TERMS AND CONDITIONS OF THE PROVIDER OF THE CLIENT SECTION AND THE TERMS AND CONDITIONS OF THE TRADING PLA TFORM;
2. (e)  USE ANY SOFTWARE, ARTIFICIAL INTELLIGENCE, ULTRA- HIGH SPEED, OR MASS DATA ENTRY WHICH MIGHT MANIPULATE, ABUSE, OR GIVE YOU AN UNFAIR ADVANTAGE WHEN USING OUR SYSTEMS OR SERVICES;
3. (f)  PERFORM GAP TRADING BY OPENING TRADE(S):

(I) WHEN MAJOR GLOBAL NEWS, MACROECONOMIC EVENT OR CORPORATE REPORTS OR EARNINGS (“EVENTS”), THA T MIGHT AFFECT THE RELEV ANT FINANCIAL MARKET (I.E. MARKET THA T ALLOWS TRADING OF FINANCIAL INSTRUMENTS THAT MIGHT BE AFFECTED BY THE EVENTS), ARE SCHEDULED; AND

(II) 15 MINUTES OR LESS BEFORE A RELEV ANT FINANCIAL MARKETIS CLOSED FOR 2 HOURS OR LONGER;

1. (g)  PROVIDE TRADING SIGNALS FROM THE CHALLENGE ACCOUNT NOR FROM THE THINKCAPITAL ACCOUNT IN ANY FORMAT (DIGITALLY OR MANUALLY) TO THIRD PARTIES OR ANY OTHER THINKCAPITAL OR THINKMARKETS ACCOUNTS WITHOUT THINKCAPITAL’S APPROV AL;
2. (h)  TRADE ON NEWS (SCHEDULE 2) ANY MORE THAN 2 MINUTES BEFORE THE NEWS RELEASE AND 2 MINUTES AFTER THE NEWS RELEASE, UNLESS THE CUSTOMER IS TRADING DURING THE EV ALUA TION PHASE, OR HAS A FUNDED ACCOUNT AND THE REQUIRED ADD-ON;
3. (i)  USE ANY EXPERT ADVISORS, SCRIPTS, OR ROBOTS UNLESS THE RISK TEAM HAS GRANTED SUCH AN EXCEPTION IN WRITING, NOR MAY USERS ENGAGE IN FOLLOWING OTHER USERS’ ENTRY AND EXIT SIGNALS MANUALLY OR THROUGH COPY TRADING. THINKCAPITAL SHALL HAVE THE RIGHT TO DEEM THAT USERS COORDINATE OR COPY THEIR TRADES IF SEVERAL USERS WITH THE SAME INSTRUMENTS IN THE SAME DIRECTION ARE MADE WITHIN ONE MINUTE OF EACH OTHER OR IF ALL TRADED INSTRUMENTS, ENTRIES, AND EXITS ARE IDENTICAL OR SIMILAR; FOR THE AVOIDANCE OF DOUBT, THE ABOVE IS PROHIBITED UNLESS YOU HAVE PURCHASED SUCH ALGO- TRADING ADD-ONS, OF WHICH PERMITTED ADD-ONs ARE AS LISTED IN OUR FAQs; OR
4. (j)  OTHERWISE PERFORM TRADES IN CONTRADICTION WITH HOW TRADING IS ACTUALLY PERFORMED IN THE FOREX MARKET OR IN ANY OTHER FINANCIAL MARKET, OR IN A WAY THAT ESTABLISHES JUSTIFIED CONCERNS THAT

ThinkCapital TRADING MIGHT SUFFER FINANCIAL OR OTHER HARM AS A RESULT OF THE CUSTOMER’S ACTIVITIES (E.G. OVERLEVERAGING, OVEREXPOSURE, ONE-SIDED BETS, ACCOUNT ROLLING).

FAILING TO COMPLY WITH THIS RULE WILL RESULT IN THE TERMINATION OF ALL THINKCAPITAL ACCOUNTS OWNED BY THE USER. ALL TRADES MUST BE BASED ON THE USER’S OWN ANALYSIS AND DECISIONS.

1. 5.3.2.  As our Customer, you should understand and you agree that all our Services are for Customer’s personal use only, meaning that only you personally can access your ThinkCapital Challenge Account and perform trades. For that reason, you should not, and you agree not to:
   1. (a)  allow access to and trading on your ThinkCapital Challenge Account by any third party nor you shall engage or cooperate with any third party in order to have such third party perform trades for you, whether such third party is a private person or a professional;
   2. (b)  access any third party ThinkCapital Challenge Account, trade on behalf of any third party or perform any account management or similar services, where you agree to trade, operate or manage the ThinkCapital Challenge Account on behalf of another user, all whether performed as a professional or otherwise.

Please note that if you act or behave in contradiction with the aforesaid, we will consider such action/behaviour as a Forbidden Trading Practice under this Section 5.3 with respective consequences as perceived under this Agreement.

1. 5.3.3.  Furthermore, you shall not exploit the Services by performing trades without applying market standard risk management rules for trading on financial markets, this includes, among others, the following practices (i) opening substantially larger position sizes compared to your other trades, whether on this or any other account of yours, or (ii) opening substantially smaller or larger number of positions compared to your other trades, whether on this or any other account of yours.

ThinkCapital reserves the right to determine, at its own discretion, whether certain trades, practices, strategies or situations are Forbidden Trading Practices.

1. 5.4.  The results of the Customer’s demo trading will be evaluated by ThinkCapital for as long as the Customer hits all the challenge objectives and complies with our T&Cs and all other relevant policies (the “Reference Period”). The Reference Period will start on the day of the first demo trade in the ThinkCapital Challenge Account and end once the Customer hits all the challenge objectives, provided that the Customer has complied with our T&Cs and all other relevant policies.
2. 5.5.  The value of the initial demo capital for demo trading under this Agreement (the “Capital”), and, where applicable, the currency, risk option, and other parameters that apply to the demo trading under this Agreement, are set out in Schedule 1. The value and currency of the Capital shall be the same as the amount and currency of the initial demo capital that the Customer has selected for demo trading within the ThinkCapital Challenge and Evaluation services provided by ThinkCapital (the “Evaluation Services”). Should the Customer not pass the ThinkCapital Challenge,

the Customer may opt to engage in and pay for another Challenge.

5.6. If the Customer engages in any of the Forbidden Trading Practices described in Clause 5.3, (i) ThinkCapital may remove those demo trades that violate the prohibition from the Customer’s trading history and/or (ii) not count their results in the profits and/or losses achieved by the demo trading, (iii) and/or to immediately cancel the Customer’s Challenge Account and subsequently terminate this Agreement, and/or (iv) reduce the offered leverage on products to 1:5 on any or all Customer’s accounts. In case when some or all Forbidden Trading Practices are executed on one or more ThinkCapital Challenge Accounts of one Customer, or ThinkCapital Challenge Accounts of various Customers, or by combining trading on ThinkCapital Challenge Account and trading through Evaluation Services (i.e., ThinkCapital Challenge and Evaluation), then ThinkCapital is entitled to cancel all ThinkCapital Accounts, and terminate respective agreements, used for or involved in the Forbidden Trading Practices and/or apply other measures herein. ThinkCapital may exercise any and all actions in this Clause 5.7 at its own discretion.

1. 5.7.  If any Evaluation Services user accounts were used for or were anyhow involved in the Forbidden Trading Practices, this may constitute a breach of respective terms and conditions for Evaluations Services with a third-party provider and may result in cancellation of all such user accounts and termination of respective agreements by the third-party provider.
2. 5.8.  ThinkCapital bears no responsibility for any information displayed on the Trading Platform or for any interruptions, delays or inaccuracies in the market or statistical data displayed through the Trading Platform or the instruments accessible within the Services provided.
3. 5.9.  The Customer shall not, alone or in concert with others, including between connected accounts, or accounts held with different ThinkCapital entities, perform the same trading strategy, i.e., perform the same trades at the same time, on multiple ThinkCapital Challenge Accounts while performing demo trading with us.

6. PROCESSING DEMO TRADES DATA

1. 6.1.  The Customer acknowledges that ThinkCapital has access to information about the demo trades that the Customer performs through the Trading Platform. The Customer grants ThinkCapital consent to share this information with persons/entities that are members of the same group as ThinkCapital or are otherwise related to it and grant ThinkCapital and those persons consent and authorisation to freely use this information, including, but not limited to, trade all or some of the demo trades in real financial markets or use them in any other manner. The Customer agrees that such activities may be performed automatically, without any further consent, consultation, or approval by the Customer being necessary, without the entitlement to any reward or yield associated with the use of such data by ThinkCapital or persons/entities that are members of the same group as ThinkCapital or are otherwise related to it, and without the Customer’s entitlement to information about any specific handling of this information.
2. 6.2.  The Customer acknowledges that using the Services under this Agreement is conditional upon granting the consent under this Clause 6. The Customer may, however, interrupt or terminate the use of the Services at any time; this will however not affect the processing and use of any data obtained earlier.

7. USE OF THE SERVICES AND OTHER CONTENT

1. 7.1.  All Services, including the ThinkCapital Challenge Account and Funded Account, their appearance and all applications, data, information, multimedia elements such as texts, drawings, graphics, design, icons, images, audio and video samples and other content that may form the Services (including the ThinkCapital Challenge Account and Funded Account), including any such content located on social networks of ThinkCapital or persons/entities that are members of the same group as ThinkCapital (the “Content”), are subject to legal protection under the legal regulations concerning copyright protection and other legal regulations, and are the property of ThinkCapital or ThinkCapital’s licensors. ThinkCapital grants the Customer a limited, non- exclusive, non-transferable, non-assignable, non-passable, and revocable permission to use the Content for the purpose of using the Services for the Customer’s personal useandinaccordancewiththepurposeforwhichtheServicesareprovided. The Content is not sold or otherwise transferred to the Customer and remains the property of ThinkCapital or its licensors.
2. 7.2.  All trademarks, logos, trade names, and other designations are the property of ThinkCapital or ThinkCapital’s licensors, and/or its affiliates or related companies, and ThinkCapital does not grant the Customer any right to use them, unless explicitly permitted in a written form.
3. 7.3.  Both the Customer and ThinkCapital undertake to act in accordance with the principles of fair dealing in the performance of the Agreement and in mutual interactions and, in particular, not to damage the good reputation and legitimate interests of the other party. The Customer and ThinkCapital shall resolve any possible disagreements or disputes between them in accordance with this Agreement and the applicable legal regulations.
4. 7.4.  ThinkCapital, its affiliates, or licensors, own and retain all rights, title and interest to the Services, Trading Platform or any software provided hereunder or any part thereof, including all intellectual property rights thereto. Except for the rights expressly set out in this Agreement, ThinkCapital does not grant the Customer any other rights relating to the Services and other Content. The Customer may only use the Services and other Content as set out in this Agreement.
5. 7.5.  When accessing the Services and other Content, it is prohibited to:
   1. 7.5.1.  use any instruments that may adversely affect the operation of the Website and Services or that would be intended to misuse any errors, bugs, or other deficiencies of the Website and Services;
   2. 7.5.2.  circumvent geographical restrictions of availability or any other technical restrictions;
   3. 7.5.3.  make copies or back-ups of the Website and other Content;
   4. 7.5.4.  reverse-engineer, decompile, disassemble, or otherwise modify the Website and other Content;
   5. 7.5.5.  sell, rent, lend, license, distribute, reproduce, spread, stream, broadcast, or use the Services or other Content otherwise than as permitted;
   6. 7.5.6.  use automated means to view, display, or collect information available through the Website or Services; and

7.5.7. use any other instruments or means the use of which could cause any harm to ThinkCapital.

1. 7.6.  If the Customer finds out that the Services or any other Content contain errors, bugs, or other deficiencies, the Customer shall notify ThinkCapital thereof without undue delay in writing.
2. 7.7.  If the Customer violates any restriction or prohibition under Clause 7, the Customer is obligated to indemnify ThinkCapital, its affiliates, or companies that are members of the same group as ThinkCapital, or their customers, employees, members of governing bodies, shareholders, business partners, licensors of these persons or any cooperating persons (the “Indemnified Persons”), for, and hold them harmless from, any claims of third parties against the Indemnified Persons to the extent of any claims made or lawsuits filed by a third party on the basis of which the third party alleges that the rights of that third party have been violated or that the applicable law is violated in connection with the Customer’s conduct, and the Customer shall pay all damages, including lost profits, costs of legal proceedings, and legal representation and other financial or non-financial claims arising from the claims or lawsuits of that third party.

8. LIMITATION OF LIABILITY

1. 8.1.  THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES AND OTHER CONTENT ARE PROVIDED “AS IS” WITH ALL THEIR ERRORS, DEFECTS, AND SHORTCOMINGS, AND THAT THEIR USE IS AT THE CUSTOMER’S SOLE RESPONSIBILITY AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY THE MANDA TORY LEGAL REGULA TIONS, THINKCAPITAL TRADING DISCLAIMS ANY STATUTORY, CONTRACTUAL, EXPRESS AND IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY RIGHTS.
2. 8.2.  TO THE EXTENT PERMITTED BY THE MANDATORY PROVISIONS OF THE APPLICABLE LEGAL REGULATIONS, THINKCAPITAL TRADING IS NOT RESPONSIBLE FOR ANY HARM, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE, INCLUDING LOST PROFIT, LOSS OF DATA, PERSONAL OR OTHER NON- MONETARY HARM OR PROPERTY DAMAGE CAUSED AS A RESULT OF USE OF THE SERVICES OR RELIANCE ON ANY INSTRUMENT, FUNCTIONALITY , INFORMA TION, OR ANY OTHER CONTENT AVAILABLE IN CONNECTION WITH THE USE OF THE SERVICES OR ELSEWHERE ON THE WEBSITE. THINKCAPITAL TRADING IS NOT RESPONSIBLE FOR ANY PRODUCTS, SERVICES, APPLICATIONS OR OTHER CONTENT OF THIRD PARTIES THAT THE CUSTOMER USES IN CONNECTION WITH THE SERVICES. IN CASE THINKCAPITAL TRADING’S RESPONSIBILITY IS INFERRED BY A COURT OF JUSTICE OR ANY OTHER COMPETENT AUTHORITY IN CONNECTION WITH THE OPERATION OF THE WEBSITE OR PROVISION OF THE SERVICES, THIS RESPONSIBILITY SHALL BE LIMITED TO A MAXIMUM AMOUNT OF USD $10,000.
3. 8.3.  ThinkCapital reserves the right to modify, change, replace, add, or remove any elements and functions of the Services at any time with or without notice to the

Customer, without any compensation.

1. 8.4.  ThinkCapital is not responsible for its failure to provide the Services if that failure occurs due to serious technical or operational reasons beyond ThinkCapital’s control, in the case of any crisis or imminent crisis, natural disaster, war, insurrection, pandemic, a threat to a large number of people, or any other force majeure event, and/or if ThinkCapital is prevented from providing the Services as a result of any obligations imposed by a legal regulation or a decision of a public authority.
2. 8.5.  Should any information or statement of any employee or other staff or representatives of ThinkCapital be interpreted as investment advice or recommendation, ThinkCapital is not responsible for such information or statement.
3. 8.6.  ThinkCapital bears no responsibility for trading or other investment activities performed by the Customer outside the relationship with ThinkCapital, for example by using data or other information from the ThinkCapital Challenge Account, Trading Platform or otherwise related to the Services in real trading in financial markets, not even if the Customer uses for such trading the same Trading Platform that the Customer has selected for demo trading.

9. CONFIDENTIALITY

1. 9.1.  The Customer is obligated to maintain confidentiality regarding the terms and conditions of this Agreement, the existence of this Agreement, the manner in which the Services are provided, the content of communication with ThinkCapital, all information that may constitute trade secrets, including know-how, and any information made available to the Customer by ThinkCapital which is designated as confidential or which is to be considered as confidential by reason of the nature of the information and the circumstances in which it was disclosed (the “Confidential Information”).
2. 9.2.  The obligation to protect the Confidential Information under Clause 9 shall not apply to cases where (i) the information is publicly available or known at the time of its use or disclosure, unless its public availability or knowledge was due to a breach of a legal or contractual obligation; or (ii) the obligation to disclose the Confidential Information is required by law or any other legal regulation or based on a final decision of a court, arbitration body or administrative body.
3. 9.3.  The Customer undertakes to comply with the obligations under this Clause 9 without any time limit also after the termination of the Agreement.

10. COMMUNICATION

1. 10.1.  All communication made by ThinkCapital or its partners in connection with the performance of this Agreement will take place via the registered e-mail address of the Customer, which the Customer must notify to ThinkCapital.
2. 10.2.  All communication from the Customer in connection with the performance of this Agreement must take place via the following contact e-mail address of ThinkCapital: [email protected] or shall be sent in writing to the following contact address: B. C. 1301563, Ajman Free Zone, C1 Building, Ajman, United Arab Emirates.
3. 10.3.  Written communication also includes written electronic communication by e-mail.

11. DURATION AND AMENDMENTS OF THE AGREEMENT

1. 11.1.  This Agreement continues for an indefinite period of time. This Agreement, however, terminates automatically when the Customer fails to comply with one or more parameters as provided in Clause 5, or the Customer breaches either this Agreement, the Terms and Conditions, or any other agreement with ThinkCapital and/or its affiliates and/or related companies, or one of the Parties terminates this Agreement in accordance with this Clause 11.
2. 11.2.  Either Party may terminate this Agreement without specifying any reason by serving a written notice in accordance with Clause 10 on the other Party, with effect from the date of delivery of the notice. In such a case, the ThinkCapital Challenge Account will be cancelled immediately, and all trades will be closed.
3. 11.3.  Given that the provision of the Services requires active access of the Customer to the Client Section, this Agreement shall also be terminated at the moment when the Customer loses access to the Client Section, which is provided by a third party, irrespective of the reason for such loss.
4. 11.4.  Upon termination of this Agreement, the Customer shall destroy any documents, instruments, electronic, or other media, or any other material (individually and collectively, “Material”) lent or provided to the Customer by ThinkCapital and containing information about the activities of ThinkCapital. Such Material shall be considered proprietary and the property of ThinkCapital, and shall not be used by the Customer for or by any other means than those intended. Use of Material is only permitted while the Customer has an active Challenge Account and/or Funded Account with ThinkCapital. Customer shall not copy, modify, translate, decompile, reverse engineer, or disassemble Material, nor shall Customer provide copies of Material to third parties.
5. 11.5.  If, as a result of a change in legislation or the practice of the relevant supervisory authorities, or as a result of a change in legal interpretation, a need arises to regulate the legal relationship established by this Agreement differently from a material or formal point of view, the Customer and ThinkCapital undertake to conclude an amendment to this Agreement or to replace this Agreement with a new agreement to meet any such need(s). If no such agreement is reached or the situation according to the previous sentence does not allow it or a decision of the relevant supervisory authority orders the termination of this Agreement, ThinkCapital may withdraw from this Agreement with immediate effect. In such a case, the Customer shall have no claims against ThinkCapital due to the termination of the Agreement.

12. CHOICE OF LAW AND JURISDICTION

12.1. Any legal relations established by this Agreement or related to it, as well as any related non-contractual legal relations, shall be governed by the laws of the United Arab Emirates without regard for its conflict of laws provisions. Any dispute that may arise in connection with this Agreement and/or any related agreements shall fall within the jurisdiction of the relevant United Arab Emirate court having local jurisdiction.

13. CONSUMER INFORMATION

13.1. If the Services are not provided or do not correspond to what has been agreed, the Customer may file a complaint by sending an email to www.thinkcapital.com. ThinkCapital will resolve the complaint as soon as possible and will confirm its receipt and settlement to the Customer in writing.

14. FINAL PROVISIONS

1. 14.1.  ThinkCapital undertakes to process personal data in accordance with the Privacy Policy available on our Website.
2. 14.2.  Nothing in this Agreement is intended to limit any legal claims set out elsewhere in this Agreement or arising from the applicable legal regulations. If ThinkCapital or any third party authorised thereto does not enforce the compliance with this Agreement, this shall in no way be construed as a waiver of any right or claim.
3. 14.3.  Know Your Customer. In the event the Customer passes the Challenge, the Customer may be selected to participate in the ThinkCapital Simulated Trading Program, at which point he/she will be able to open a Funded Account, provided that the Customer meets certain due diligence criteria. At this time, the Customer is required to provide to ThinkCapital appropriate documentation in order for us to conduct necessary due diligence on a Know Your Customer basis. Such documentation includes, but is not limited to, valid form of government-issued identification (such as International Passport or National Identity Card), recent proof of residence, PEPs and sanctions screening, and in some cases, enhanced due diligence.
4. 14.4.  ThinkCapital may assign any claim arising to it under this Agreement or any agreement to a third party without the Customer’s consent. The Customer agrees that ThinkCapital may, as the assignor, transfer its rights and obligations under this Agreement or any agreement (or any parts thereof) to a third party. The Customer may not transfer or assign the Customer’s rights and obligations under this Agreement or any other agreement (or any parts thereof) or any receivables arising therefrom, in whole or in part, to any third party.
5. 14.5.  If any provision of the Agreement is found to be invalid or ineffective, it shall be replaced by a provision whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness of one provision shall not affect the validity of the other provisions. No past or future practice established between the Parties and no custom maintained in general or in the industry relating to the subject-matter of the performance which is not expressly referred to in the Agreement shall be applied and no rights and obligations shall be derived from them for the Parties, and, in addition, they shall not be taken into account in the interpretation of manifestations of the will of the Parties.
6. 14.6.  This Agreement constitutes the entire agreement on the subject matter of this Agreement concluded between ThinkCapital and the Customer and supersedes all prior agreements relating to the subject matter of the Agreement, whether verbal or written.
7. 14.7.  Prior to the mutual acceptance of this Agreement, the Parties have carefully assessed the possible risks arising from it and accept those risks. The Customer assumes the risk of a change of circumstances.
8. 14.8.  References to clauses and schedules used in this Agreement are references to clauses and schedules of this Agreement. The schedules to the Agreement form integral

parts of the Agreement. In the event of any conflict between the wording of the body of the Agreement and any of its schedules, the body of the Agreement shall prevail. This Agreement has the following schedules:

• ―  Schedule 1 – Challenge Trading Parameters
• ―  Schedule 2 – List of Reports

15. DEFINITIONS, EXPRESSIONS AND ABBREVIATIONS USED

15.1. For the purposes of the Agreement, the following definitions shall have the following meanings:

1. 15.1.1.  “Agreement” means this ThinkCapital Challenge Account Agreement (as set out in the introductory provisions);
2. 15.1.2.  “Calendar day” means every full 24 hours calendar day, including weekends and public holiday, of the current time in the United Arab Emirates (GST, “Gulf Standard Time”);
3. 15.1.3.  “Capital” means the value of the initial demo capital for demo trading under Agreement (as set out in Clause 5.5);
4. 15.1.4.  “Client Section” means the user interface on the Website (as set out in Clause 1.1)
5. 15.1.5.  “Confidential Information” means the terms and conditions of this Agreement, this Agreement, information on the manner in which the Services are provided, the content of communication with ThinkCapital, all information that may constitute trade secrets, including know-how, and any information made available to the Customer by ThinkCapital which is designated as confidential or which is to be considered as confidential by reason of the nature of the information and the circumstances in which it was disclosed (as set out in Clause 9.1);
6. 15.1.6.  “Content” means all Services, including the ThinkCapital Challenge Account, their appearance and all applications, data, information, multimedia elements such as texts, drawings, graphics, design, icons, images, audio and video samples and other content that may form the Services (including the ThinkCapital Challenge Account), including any such content located on social networks of ThinkCapital Trading or persons/entities that are members of the same group as ThinkCapital (as set out in Clause 7.1);

   15.1.7.  “Customer” or “you”, “yours” means a natural person or an entity that enters into the Agreement with ThinkCapital (as set out in the introductory provisions);

   15.1.8.  “Evaluation Services” means ThinkCapital Challenge and Evaluation services provided by ThinkCapital (as set out in Clause 5.5);

   15.1.9.  “Events” means events as set out in clause 5.3.1(f)(I);

   15.1.10.  “ThinkCapital Challenge Account” or “Challenge Account” means demo trading account(s) related to the relevant Lightning, Dual Step, or Nexus Challenge as defined in Schedule 1 provided as part of the Services;

“ThinkCapital Trader account” or “Funded Account” means a funded live simulated trading account, which relates to the ThinkCapital Simulated Trading Program provided by a third-party provider;

“ThinkCapital” or “we”, “our” means company TC Systems FZE, with its registered office at B. C. 1301563, Ajman Free Zone, C1 Building, Ajman, UAE (as set out in the introductory provisions);

“Forbidden Trading Practices” means trading practices and strategies use of which is strictly prohibited, while using our Services, and as more detailed in Section 5.3;

“Indemnified Persons” means companies that are members of the same group as ThinkCapital, its affiliates, and/or related companies, or their customers, employees, members of governing bodies, shareholders, business partners, licensors of these persons or any cooperating persons (as set out in Clause 7.7);

“Party” means ThinkCapital or the Customer individually and “Parties” means ThinkCapital and the Customer collectively (as set out in the introductory provisions);

“Profit” means the positive difference between the value of the remaining balance of the Capital in the Customer’s ThinkCapital Challenge Account (in which no real positions are opened) and the value of the Capital (as set out in Clause 5.2);

“Profit Split Day” means a last day of trading (and of the Reference Period) set by the Customer in the Pay-out Request;

“Reference Period” means a period during which the results of the Customer’s demo trading will be evaluated by ThinkCapital (as set out in Clause 5.4);

“Restricted Jurisdiction”* means means Afghanistan, Albania, Burma (Myanmar), Burundi, Central African Republic, Cuba, Iran, Kosovo, Lebanon, Libya, Mali, Midway Islands, North Korea, Republic of the Congo, Russian Federation, Samoa, Somalia,  Sudan, Syria, Ukraine (restrictions are limited to the following regions: Crimea, Sevastopol, Donetsk,  Kherson, Luhansk, and Zaporizhzhia), Vatican City  State, West Bank, Western Sahara, Yemen, Zambia.

*Additional Service Limitations for US Clients: Clients from the United States are restricted to using the ThinkTrader platform only and cannot access any other software platform. This rule applies to all territories of the United States, including but not limited to: American Samoa, Guam, Northern Mariana Islands, Puerto Rico, and US Virgin Islands.

15.1.19. “Services” means the provision of instruments for demo foreign currency trading in the FOREX market or with other instruments in other financial markets, access to trading accounts for demo trading (ThinkCapital Challenge Accounts), analytical instruments, training and educational materials, (if applicable) other accompanying services for advanced traders (as set out in Clause 2.1);

“Trading Platform” means the electronic interface in which the Customer shall perform demo trades (as set out in Clause 2.1);

“Website” means the www.thinkcapital.com website (as set out in the introductory provisions).

USD” means the United States dollar.

This ThinkCapital Challenge Account Agreement has been concluded electronically as part of the registration for the Services on the Website and this is a system generated copy for Customer’s administrative purposes only. To avoid any doubt, this document represents copy of the original ThinkCapital Challenge Account Agreement and does not change or alter any terms and conditions agreed between the Parties in the original form nor shall in any part replace the original ThinkCapital Challenge Account Agreement.