CLIENT AGREEMENT

This Client Agreement (the "Agreement") is made by and between M/s Prime Tech Group FZE LLC (hereinafter referred to as the “Company”) and any individual or entity, that completes the registration process and open and maintain an account under its name to access and use the Services provided by the Company.

By clicking the “I Accept” Button or accessing and or using any part of the Service by providing the a. Client's name, b. Client’s Email ID, c. Client’s Postal address, the Client expressly agrees to and consents to be bound by all the terms of this Agreement. If the Client does not agree to all the terms of this Agreement, the button indicating “non-acceptance” must be selected and the Company will deny the Client accessing and or using any part of the Service.

The Company and the Client shall hereinafter collectively be referred to as the “Parties” and individually, as the context requires, as a “Party”.

RECITALS

WHEREAS, the Company operates the website ______________(the "Website") which provides various services, including but not limited to simulated trading challenges;

WHEREAS, the Client desires to participate in the Company's simulated trading challenge by accessing the Company’s Website and the Services provided therein;

WHEREAS, the Company has agreed to provide the Client with access to its simulated trading challenge, subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Parties are desirous of entering into a binding agreement to set forth the terms and conditions for the Client's participation in the simulated trading challenge, including the Client's use of the Website and the Services;

NOW THEREFORE in consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

DEFINITIONS

In this Agreement, the following terms will have the following meanings, except where the context otherwise requires, namely:

"Account" means the trading account provided by the Company to the Client, identified by Account Number [Client's Account Number] and Account Size [Client's Account Size].

“Agreement” means this Client Agreement executed between the Parties, including all its schedules, appendices, and valid amendments as made from time to time.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in Dubai, United Arab Emirates.

“Client” or “Customer” means the user of the Services.

“Client Section” means the user interface located on the Website;‍

“Content” means collectively the Website and Services, including the Client Section, their appearance and all applications, data, information, elements such as texts, drawings, graphics, design, icons, images, audio and video samples, and other content that may form and appear the Website and/or the Services;‍

“Forbidden Trading Practices” means trading practices strictly forbidden while using the Services and are more detailed in the Agreement.

“Force Majeure Event” means acts of God, war, terrorism or other criminal conduct or threats thereof, strikes or other labour or civil disturbances, interruption or disruption of transportation, utility or other services, or any other circumstances, events, or causes beyond Our reasonable control.

“Initial capital” shall mean a simulated or fictitious amount of funds (the "Fictitious Funds") that the Client shall receive upon selecting the Service or Challenge, solely for the purpose of engaging in demo trading (the "Demo Trading"). The Fictitious Funds shall not constitute real funds or assets and shall be used for the sole purpose of facilitating the Demo Trading.

“Intellectual Property Rights” means any rights in any jurisdiction in the world, whether registered or not, under any patents (including any application, registration, extension, re-examination, reissue, continuation, or renewal patents), copyrights (including any application, registration or renewal thereof), mask work rights, trade secrets, trademarks (including any applications, registrations and the goodwill associated therewith), service marks, trade secret rights, trade dress, moral rights, or foreign equivalents of the foregoing, and any other proprietary rights of any nature.

"Services" means the scope of services, as it is defined and set out in Appendix A of this Agreement, including future amendments made by the company and notified to the client in writing.

“Trading Section” means an electronic interface provided by the Company for Clients to conduct demo trading for simulation and training purposes only.

“Prohibited Jurisdictions” means Countries where the Company does not offer its products or services, including the ______________the United States (US), and countries sanctioned by the UAE Cabinet Resolution No. (20) of 2019, the United Nations, and/or the applicable sanctions lists published by the UAE Ministry of Foreign Affairs and International Cooperations.

“USD” means the United States dollar.

CONSTRUCTION AND INTERPRETATION

Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply:

Any reference in this Agreement to any one gender shall include the other genders, and words imparting the singular number only shall include the plural and vice versa.

The provision of division of this Agreement into Clauses, Sections and other subdivisions, and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context otherwise requires.

The word “including”, or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it.

Reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinated legislation issued under, that legislation or legislative provision.

All references to any period of time shall be calculated and construed in accordance with the Gregorian calendar.

No provision or rule of construction shall apply to the disadvantage of the Party drafting this Agreement.

THE AGREEMENT

The Company shall perform and provide Services to the Client as agreed and described in Appendix A attached to this Agreement or further agreed in writing between the Parties from time to time.

The Company grants to the Client a limited, non-exclusive and non- transferable license to simulate trades on the financial market, Forex market, or other financial markets, through a designated Client demo account on the ________platform ("Client Account").

All Services provided by the Company to the Client will be governed by the terms of this Agreement, and if at any time during the Term of this Agreement, there is any discrepancy between the terms of this Agreement and Appendix A, the terms of Appendix A shall prevail to the extent of the conflict therein.

The Client is solely responsible for acquiring and maintaining the necessary technical equipment and software to utilize the Company services effectively. This may include not limited to any third-party trading platform software. The Company does not guarantee the compatibility of its services with any specific technology. Its service offerings also do not include internet access, equipment purchase, browser selection, and any updates to the system, all of which shall be the Client's sole responsibility.

The Company shall not provide any investment advice, trading recommendations, or investment strategies (collectively, "Trading Advice") to the Client. The Client acknowledges and agrees that they are solely responsible for determining their own trading approach and decisions, and the Company shall not be liable for any losses or damages arising from such decisions of the Client.

The Services are provided by the Company “AS IS” without warranty of any kind express or implied. Use of the Services will be at the Client’s sole risk. The Company makes no representation or warranty that the Services will be error free, uninterrupted, merchantable or fit for purpose, and nor does the Company make any warranty as to any results that the Client may obtain by using the Services. The Company shall not be liable for any losses or damages arising from any interruptions or delays in market data displayed through ‘Your Client Section' and the Client’s use of any third-party services. Further the Company shall not be liable for any losses or damages arising from real-world trading activities, even if the Client uses the same trading platform for both demo and real trading. Data obtained through the Services is not intended for real-world trading decisions.

The Client agrees that the Services may not be available 24/7 due to scheduled maintenance, upgrades, or unforeseen circumstances. While the Company shall take its best endeavours to notify the Client of any scheduled maintenance or downtime, the Company shall not be held liable for any unannounced downtime of the Client Section or Trading Platform, nor shall the Company be liable for any damage, loss of profits, consequential or special losses or loss of data or content uploaded, transferred, or saved through these platforms during such downtime.

The Client understands and acknowledges that any trading performed through the Services is simulated, and the funds provided for demo trading are fictitious. The Client has no right to possess those fictitious funds beyond the scope of their use within the Services. The Client is not entitled to payment of the said fictitious funds, and any profits or losses from simulated trading shall not be actual profits or losses.

The Parties hereby agree and acknowledge that this Agreement shall not be construed as forging any joint venture, partnership, or any other type of business association between the Parties save and except for forging the relationship of a Service Provider and a Client.

COMPLIANCE WITH GENERAL TERMS

The Client hereby agrees that their Trading activities shall comply with the following:

The operations of real financial markets, including applicable laws, regulations, and industry standards of the same.

The Company's current General Terms and Conditions, available at [insert URL or hyperlink], as amended from time to time.

The limitations and restrictions as set out in this Agreement, including but not limited to, the Demo Trading Requirements and Restrictions.

The current trading rules and guidelines available at [insert URL or hyperlink], as amended from time to time (the "Trading Rules").

Company's Privacy Policy, available at [insert URL or hyperlink] that sets out including but not limited to the procedure for collecting, using and retaining the Client data.

THIRD-PARTY PLATFORM DISCLOSURES

The Company utilizes trading platforms operated by separate individuals/entities with their own distinct terms, conditions, and privacy policies (collectively, "Third-Party Terms"). The Client acknowledges and agrees to thoroughly review and accept the Third-Party Terms before utilizing such third-party services in conjunction with the Company's service offerings.

MONITORING UNUSUAL ACTIVITY

To safeguard the Company's integrity and protect the Client from potentially harmful or gambling behaviour, the Company reserves the right to conduct random audits and checks to review the activities of the Client. If the Client's behaviour aligns with the definition of "Forbidden Trading Practices" outlined in this Agreement, the Company may take appropriate action, including but not limited to, termination of the Client's account without making any refund to the Client of any payments or fees made.

CLIENT SECTION

Upon successful registration, the Client shall be entitled to a single Client Section, through which all services utilized by the Client shall be managed.

The Company may limit the number of Trading Challenges attempts and associated Simulated Funded Accounts connected to a single Client Section, based on factors including the total initial capital requested by the Client and other parameters defined by the Company. Initial capital cannot be transferred or combined between individual products unless explicitly authorized by the Company’s website. Similarly, performance data, service parameters, and other account information cannot be transferred or combined between individual products.

Access to ‘Your Client Section’ and the Trading Platform is protected by the login credentials shared with the Client. The Client shall not be authorized to share the login credentials with any third parties.

The Client reserves the right to cancel the use of the Services at any time by emailing the Company of its intention to stop using the Services. This cancellation request is considered a termination of the contract by the client, and the client will no longer be entitled to use the Services, including but not limited to the Client Section and Trading Platform. The Company will confirm receipt of the cancellation request via email, and accordingly, the Client's contractual relationship with the company shall be deemed terminated. In the event of such termination, the Client shall not be entitled to a refund of any fees already paid or other incurred costs by the Client in using the Services offered by the Company.

DEMO TRADING REQUIREMENTS AND RESTRICTIONS

The Client's account shall constantly remain active, and the Client must execute trades at least once every 30 calendar days to avoid account inactivity. In the event of any account inactivity for a continuous period of 30 days, the Company reserves the right to terminate the Client's account.

The Company reserves the right to terminate the Client's account and liquidate any positions if the account hits the stop loss and, due to slippage, the account hits the daily loss or the maximum loss on the liquidity pool.

The Client acknowledges and agrees to exercise caution when trading during major news events that could significantly impact the market. It is advised to refrain from trading on currencies that may experience wider spreads or slippages for 10 minutes before and after such events.

To reduce the risk of funds in the Client accounts, the Company reserves the right to amend the trading leverage of the client’s account at any time with or without notice to the Client.

8.5 While using a demo account, the Client generally has the freedom to execute most transactions. However, this excludes strategies or practices labelled as "forbidden" on the website’s FAQ section. Furthermore, the Client agrees to adhere to good market practices and risk management principles commonly accepted and recognized in the financial markets. Specific restrictions may also apply depending on the chosen trading platform.

The Client acknowledges that any demo trading activity generates information. By continuing to use the demo trading feature, the Client consents to the Company sharing their personal and trading data with its affiliates and partners, which may be processed automatically without requiring any further consent from the Client, as set out in the Company’s privacy policy. The Company shall be entitled to use the data as it deems fit.

FORBIDDEN TRADING PRACTICES

The Client is strictly prohibited from engaging in any activities that may exploit the system vulnerabilities, manipulate markets, or violate fair trading principles during any demo trading. Any violation of this provision shall constitute a material breach of this Agreement and shall allow the Company to terminate this Agreement immediately without any notice to the Client. The following practices are expressly prohibited:

a) Trading activities that exploit inefficiencies in the Trading Platform are strictly prohibited. This includes practices like gap trading, high-frequency trading, toxic trading flow, server spamming, latency arbitrage, hedging, long-short arbitrage, reverse arbitrage, tick scalping, and server execution manipulation. Copy trading or account management by third-party vendors is also forbidden and will result in immediate termination of the Client's account.

b) The Client must not misuse the Company’s Services by disregarding standard risk management rules applied in financial markets. This includes:

Opening positions significantly larger or smaller compared to typical trades, whether on their own or other accounts.

Engaging in trades that violate the terms of the Company or the selected trading platform.

Using software, AI, high-frequency trading techniques, or mass data entry to gain unfair advantages without prior consent from the Company.

Executing trades that would not generally occur in real markets or could potentially harm the Company financially.

9.2 The Company reserves the right to determine what constitutes a "Forbidden Trading Practice." If the Client engages in such practices, the Company may take one or more actions at its discretion:

Disqualification from specific Trading Challenges or Simulated Funded Accounts.

Removing violating transactions from the Client's history and excluding them from overall performance calculations.

Immediate termination of all Services and cancellation of this Agreement.

9.3. If forbidden trading practices are detected across multiple accounts, including combinations of Trading Challenges and Simulated Funded Accounts, the Company may cancel all Services and terminate related contracts for all affected accounts. It may also exercise any other rights as set out in this Agreement.

9.4. Using Trading Challenge accounts for forbidden trading practices may violate third-party service providers' terms of service. In such cases, the Service Providers may cancel or terminate accounts. Repeated violations, even after notification from the Provider, could lead to permanent denial of access to some or all Services, including the Client Section and Trading Platform, without the Client being able to claim a refund of any fees paid.

AGE AND PROHIBITED JURISDICTIONS

The services are exclusively offered to and may be solely used by persons of or over the age of eighteen (18) years and residing in a jurisdiction where the access to or use of the Services is not restricted by the applicable law and the Agreement. By purchasing or signing up for any service offered in the Company website, the client warrants and represents to the Company to be of or over the age of eighteen (18) years.

The Services are not available to users located in Prohibited jurisdictions, including US residents, and sanctioned countries. The Client agrees to access the Services only from a country where such access and use are not prohibited or restricted.

The Company reserves the right to refuse, restrict, or terminate the provision of Services to the Client if the Client is subject to any international sanctions, has a criminal record related to financial crime, or resides in a Prohibited Jurisdiction.

By providing identification details, or by providing any other details during registration that identifies the Client as a legal entity, The Client acknowledges its classification as an entrepreneur Use/trader when using the Services offered by the Company.

INTELLECTUAL PROPERTY

The Company retains all intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, in its simulated trading challenge and any materials provided to the Client. These rights shall remain the sole and exclusive property of the Company.

The Company grants the client a limited, non-exclusive, and revocable license to use the content displayed on the Company website, solely for the purpose of accessing and using the Services for any personal and non-commercial purposes. The Client shall not under any circumstance, own the content, claim any right to the Company content, or attempt to sell, license, modify, or distribute it in any manner for the purpose of gaining any advantage.

The Client shall not copy, reproduce, distribute, or create derivative works of any materials provided by the Company without obtaining the Company's express written consent and approval.

Any intellectual property developed by the Client in connection with the use of the services shall be promptly disclosed to the Company and shall become the property of the Company. Accordingly, the Client transfers to the Company all rights, title, and interest in and to any intellectual property developed as part of the Client’s work products, utilizing the tools and services provided by the Company, without any reservation. The Client further agrees to execute any necessary agreements or documents to ensure the full and seamless transfer of intellectual property rights to the Company.

LIABILITY AND INDEMNIFICATION

The Company shall not be liable, to the maximum extent permitted by applicable law, for any and all loss, cost, expenses, and liabilities caused to the Client, whether directly, or as a result of the action, claim or demand of any third party or any indirect, incidental, special, consequential, or punitive damages (including but not limited to lost profits, lost data, lost business opportunity, damage to reputation, or any other indirect or consequential loss) arising out of or in connection with the use of the Website or Services, regardless of whether the Company has been advised of the possibility of such damages.

The Client shall be responsible for all activities that occur through their Client Section or Trading Platform access. The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, affiliates, and suppliers from and against all claims, demands, actions, or proceedings (including but not limited to reasonable legal including actual attorney fees and accounting fees) arising out of or in connection with the Client's use of the Website or Services, any violation of this Agreement, any violation of any law or regulation, or any other act or omission by the Client. The Client's obligations under this indemnification provision shall survive the expiration or any early termination of this Agreement.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party upon giving 3 days written notice to the other Party or unless terminated immediately without notice as set out in this Agreement.

Upon termination of this Agreement, the Company reserves the right to take one or more of the following actions without prior notice and without any liability or compensation to the Client:

Suspend or terminate the Client's ability to purchase any additional Services.

Limit or restrict the Client's access to all or some Services, including the Client Section and Trading Platform, in whole or in part.

Without prejudice to the above, the Company shall have the right to pursue any other rights and/or remedies available to it under the law or contract.

CHANGES TO THE TERMS

The Company reserves the right to change the terms of this agreement at any time at the Company’s discretion, and such changes shall be reflected in the Client Section of these terms and conditions. Accordingly, The Client is encouraged to visit the website pages from time to time to stay apprised of any new developments to the terms.

DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement and any related legal relationships herein are subject to and shall be governed by the laws of the United Arab Emirates. Any disputes arising from these terms, or related agreements will be submitted to the exclusive jurisdiction of the Dubai Courts (Excluding DIFC Courts) failing any amicable resolution of the disputes by the Parties.

CONFIDENTIALITY

Both parties agree to keep the terms of this Agreement and all information exchanged in connection with the share transfer confidential and not to disclose any such information to any third party without the prior written consent of the other party, except as required by any law or regulatory authority.

GENERAL PROVISIONS

Any and all costs, and expenses of each of the Parties arising out of the negotiation and execution of this Agreement, including the fees of attorneys or advisors to execute this Agreement, shall be borne by each Party respectively, and the Parties shall be responsible for their own costs or expenses arising out of the implementation of this Agreement.

All notices, requests, consents, and other communications required or permitted hereunder shall be delivered in writing by email to the email addresses of the Parties as mentioned above.

The Company will primarily communicate with the client regarding the Services through ‘Your Client Section’ or the email address, through which the Client has registered with the website. For the avoidance of doubt, written electronic communication via email, Live Chat, or through the Client Section is all considered valid communication for the purpose of the agreement.

This Agreement constitutes the entire understanding and agreement between the Parties in respect of the subject matter herein and neither Party has made any collateral contract, promise, representation, or warranty, not herein expressly contained or necessarily implied, and neither is this agreement subject to any condition precedent not referred to or implied herein.

Any prior understanding or representation of any kind preceding the Effective Date shall not be binding on either Party, except to the extent specifically incorporated in this Agreement.

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts served from the remainder of this Agreement.

The Client will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without obtaining the prior written consent from the Company.

The waiver by either Party of a breach, default, delay, or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

APPENDIX A

SCOPE OF SERVICES:

SERVICE DESCRIPTION:

The Company shall provide the following services as part of its platform__________

By participating in the Program, the Client acknowledges that they have read, understood, and agreed to be bound by these Terms.