SOCIAL TRADING ACCOUNT TERMS AND CONDITIONS These Social Trading Account Terms and Conditions determine the terms under which Key to Markets International Limited, a company incorporated as a Private Company limited by shares in the Republic of Mauritius, under Company number 169425 and regulated by the Financial Services Commission, Mauritius as an Investment Dealer (Full Service Dealer, excluding Underwriting), Licence number GB19024503, whose registered address is at 6 St Denis Street 1/F River Court, Port Louis 11328, Republic of Mauritius (the “Company”) provides the Social Trading Account services to the Clients. 1. Definitions and Interpretation 1.1 In these Social Trading Account Terms and Conditions the following words and expressions shall, except where the context otherwise requires, bear the following meanings: “Client Area” - administrative section of the Platform which allows the Client to manage his Account; “Copied Account” – Social Trading Account of the Signal Provider; “Copy Orders” – Orders placed by the Clients with the Company in accordance with the instruction to automatically replicate on the Client’s Social Trading Account the transactions carried out by the Signal Provider; “Deposit Fee” – fee payable by the Client to the Company for the execution of his deposit instruction; “Equity” – funds belonging to the Client comprising of the actual balance (total deposits minus total withdrawals) and floating (unrealised) P&L on open trading positions on his Social Trading Account calculated based on the current market prices; “Fees” - fees listed in Clause 4.4, whether separately or in any combination, as may be relevant in the context; “Losses”- has the meaning given in Clause 16.4; “Minimum Deposit” - minimum amount of funds required to activate and fund the Social Trading Account; “P&L” – profit and loss resulting from the trading operations on the Social Trading Account; “Performance Fee” – fee payable by the Client to the Company for reaching certain profit indicator (a “high watermark”) on his Social Trading Account; “Platform Fee” – fee payable by the Client to the Company for copying the trade signals of the chosen Signal Provider; “Rollover” - procedure performed by the Platform every hour in order to collect and update statistics on the Social Trading Account, perform the necessary calculations and process the pending instructions; “Signal Provider” – Client sharing his trading strategy with the other Clients; “Social Trading Account” – trading account set up by the Client under these Social Trading Account Terms, which allows the Client registered as a Signal Provider to share his trade signals with the other Clients, and which allows any other Client to replicate the trading operations of a chosen Signal Provider by placing the Copy Orders with the Company; “Social Trading Account Terms” – these Social Trading Account Terms and Conditions; “Terms” – Terms of Business of the Company available on the Website; 1 “Trading Interval” - period within which the Client's withdrawals are charged the Withdrawal Fee and after which the Performance Fee and the Platform Fee are calculated and charged to the Client; “Withdrawal Fee” – fee payable by the Client to the Company for the execution of the Client’s withdrawal instruction before the end of the relevant Trading Interval. 1.2 Capitalized terms not defined in these Social Trading Account Terms shall have the definition given to them in the Terms. 1.3 In these Social Trading Account Terms: - The masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word “person” shall include any corporation, firm, partnership or other form of association; - The headings are included for convenience only and will not affect the interpretation or construction of these Social Trading Account Terms; - Words denoting the singular number include the plural and vice versa; - Reference to the Client includes the Client acting in the capacity of the Signal Provider unless the context requires otherwise; - Reference to a “third party” includes an individual, firm, corporation, unincorporated association, trust, government, state or agency of state, partnership or joint venture (whether or not having a separate legal personality); - Reference to a "document" includes any 'electronic' document unless the context requires otherwise; - Reference to a Sub-Clause, Clause or Section is a reference to a sub-clause, clause or a section in these Social Trading Account Terms respectively; - A “trading day” means any weekday (excluding a Saturday and a Sunday) which is not a public holiday in the country in which, as the case may be, the obligation is to be performed, the right exercised, the notice given, the period calculated or from which the information is to be sent; - “High watermark” principle means that the Performance Fee is only charged on profits generated in excess of the highest peak in value of the investments. 2. General Provisions 2.1 These Social Trading Account Terms, together with the Terms, the Risk and disclosure notice, the Order execution policy, the Anti-money laundering and counter-terrorism financing policy, the Introduction agreement (where relevant), the information located on the Website and the Platform, as well as other rules, specifications and regulations as may be stipulated by the Company, constitute the entire agreement with regards to the Social Trading Account services. Reading and understanding all the above documents is a mandatory requirement for accessing the Social Trading Account services provided by the Company. The Client’s acceptance of these Social Trading Account Terms as set out in Clause 3.1 will be considered by the Company as a confirmation of the Client’s unconditional acceptance of all the above documents. 2.2 The Company provides the Social Trading Account services by offering to the Client access to the Platform functionality, which enables the Client to copy the trading activity of one or more chosen Signal Providers. The Client himself is responsible for choosing the Signal Provider. The Company bears no responsibility for the actions of the chosen Signal Provider. 2 2.3 The Signal Provider is not an employee or a contractor or an agent of the Company and is not affiliated with the Company in any other way. The Company does not authorise the Signal Provider to promote the services provided by the Company or to solicit any third parties to make investments. 2.4 The Company does not provide asset management, portfolio management, personalised investment recommendations or advisory services to the Clients within the scope of the Social Trading Account services. Any information provided by the Company to the Clients with regards to the copy trading activity is not, and should not be, considered as an advice of any kind. 2.5 The Clients may not interfere in the trading operations of the Signal Provider or challenge his trading strategy. 2.6 The Client’s funds may be deposited to or withdrawn from, the Social Trading Account solely by the Client. 2.7 All settlements and remittances on the Social Trading Account related to the Fees and distribution of profit are exercised solely by the Company. 2.8 The Company has no obligation to reveal any personal information about the Signal Provider. 2.9 Any Client may become a Signal Provider subject to his registration by the Company. 2.10 The Company reserves the right to pause, stop or block any Signal Provider from being copied or any Client from copying the trading activity of the Signal Provider under the Social Trading Account functionality at any time upon its sole discretion. The Company shall not be obliged to give reasons for such a decision. 3. Social Trading Account 3.1 To set up the Social Trading Account the Client should submit the relevant application and accept these Social Account Terms as instructed on the Website. 3.2 By accepting these Social Trading Account Terms, the Client shall be deemed to have unconditionally accepted the documents listed in Clause 2.1. 3.3 The Client wishing to register as a Signal Provider should specify the name, short description and base currency of his Social Trading Account. 3.4 Following the registration of the Social Trading Account the Client will receive a confirmation email and detailed manual containing instructions about how to operate the Social Trading Account. 3.5 Social Trading Account shall appear in the list of Social Trading Accounts published on the Website. 3.6 To activate the Social Trading Account, the Client should fund it with the deposit, which should be equal or higher than the Minimum Deposit and allocate through the Platform part or all the deposited funds to copying the trade signals of the chosen Signal Provider. 3.7 Social Trading Account which has not been used for trading activity for longer than 6 (six) months shall be removed from the list of Social Trading Accounts published on the Website. 3.8 The name and description of the Social Trading Account must not contain any of the following: 3.8.1 Obscene language or any elements that are insulting in nature, including racial, religious, nationalistic and ethnic slurs; 3.8.2 Guarantees of profits or other promises; 3.8.3 Direct or indirect references to the Company’s competitors; 3 3.8.4 Words “Key to Markets” and/or abbreviation “KTM” whether separately or in any combination; 3.8.5 Names of government bodies or officials; 3.8.6 References to other Social Trading Accounts. 3.9 The Company reserves the right to change the name of the Social Trading Account at its own discretion and without prior warning. 3.10 The Company reserves the right to decline a deposit into the Social Trading Account without prior notice or explanation when: 3.10.1 Fraudulent activity is suspected; 3.10.2 The Client’s username contains elements as set out in Clause 3.8 and the Company’s request to change that username has not been satisfied; 3.10.3 The Company deems it necessary under the circumstances.