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PARTNER AGREEMENT

dated 2021-02-12
ServiceComsvg Ltd. incorporated and registered in Saint Vincent and the
Grenadines with company number 24275, whose registered office is at First
Flour, First Saint Vincent Bank Ltd. Building, James Street, Kingstown, St.
Vincent and the Grenadines (further "SC"); and

Haizun Tafdhila, whose residential address is a Pakel-banggle-kanigoro-


blitar, Blitar (further "Partner"),

further in common called "Parties", have completed the present agreement


as follows:
SC is engaged in the business of executing and clearing orders for Trades and
IB wishes to introduce prospective customers to SC;

DEFINITIONS
For the purpose of this Agreement:
"Agreement" - means this agreement including Appendices;
"SC Website" - means SC's website located at url www.mtrading.com, its
subpages, or such other url as notified by SC from time to time to IB;
"Confidential Information" means any Information relating to any Trades or
any Customer Account or trading position; and any other information relating
to SC, its Customers (including Introduced Customers) and their business or
activities and its finances, planned products, business development, pricing,
charging and commission policies, marketing surveys and research
information whether disclosed inadvertently or otherwise by SC, its
representatives or advisers to Partner or its representatives or advisers.
Confidential Information does not include information which is or becomes
generally available to the public otherwise than as a result of disclosure,
inadvertent or otherwise, by either party (or their representatives or advisers)
contrary to their respective obligations of confidentiality hereunder;
"Customer Account" - means an account opened by a Customer with SC;
"Customer Agreement" - means the agreement between SC and a Customer
relating to its Customer Account and Trades which shall include SC's standard
terms and conditions;
"Customer" - means any present or future person who or which is a customer
of SC and has opened an account with SC for the purpose of undertaking
Trades;
"Exchange" - means any financial, stock or commodity exchange;
"Partner Fee" - means the fee or commission specified in Appendix A due to
Partner in relation to Trades for Introduced Customers;
"Intellectual Property" - shall mean any and all patents, utility models,
trademarks, service marks, trade names, logos, design rights, copyrights,
Internet domain names, database rights, rights in computer software,
inventions and know-how, and other similar proprietary rights which may
subsist in any part of the world, whether registered or not, including, where
such rights are obtained or enhanced by registration, any registration of such
rights and applications and rights to apply for such registrations;
"Introduced Customer" - means any Customer introduced to SC directly by
Partner during the continuance of the Agreement;
"Power of Attorney" - means the power of attorney executed by the
Introduced Customer in favor of Partner in a form acceptable by SC permitting
Partner to give instructions to SC in respect of Trades;
"Spamming" - Sending any e-mail with to anyone that has not requested this
particular information or has agreed to criteria this email fulfills. Sending any
e-mail with SC's name to any type of "Safe List" or through any type of "Safe
List" service. Sending any e-mail with SC's name to any type of "lead" or
"prospect" before Partner has received a request for more information from
them. Sending any e-mail with SC's name to as part of a confirmation or thank
you letter as a result of a posting to a classified ad site or a Free for All Links
site. Use of Scumware and other predatory advertising methods;
"Trade" - means a transaction on behalf of a Customer with or through SC or
transmitted to SC for execution or clearance, including but not limited to: a
future, option, contract for differences, spread or binary bet, spot or forward
contract of any kind in relation to any commodity, metal, financial instrument
(including any security), currency, interest rate, index or any combination
thereof); or any other transaction which SC and Partner agree in writing, shall
be a Trade;
"Force Majeure Event" - means any cause, event or happening preventing
either Party from performing any or all of its obligations which arises directly
and predominantly from or is directly and predominantly attributable to acts,
events, omissions or accidents beyond the reasonable control of the Party so
prevented including strikes, lock-outs or other industrial disputes (whether
involving the workforce of the party or any third party), act of God, war, riot,
civil commotion, terrorism, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant
or machinery, fire, flood or storm, power failure or interruption or default of
suppliers or subcontractors;
"Promotional Material" - is broadly defined as any written or verbal
communication with the public that relates in any way to the solicitation of
Customers or a transaction in an existing Customer Account, including all
written or verbal material generated by SC or Partner. Promotional Material
also includes published written texts, training materials, advertisements,
research reports, correspondence to Customers, as well as market analyses,
newsletters and generally anything written that assists in the solicitation
process, whether prepared by SC, IB or any third party;
"Services" - means those financial products offered by SC; The descriptive
headings to clauses, appendices and paragraphs are inserted for convenience
only, have no legal effect, and shall be ignored in the interpretation of the
Agreement.

RELATIONSHIP BETWEEN PARTIES


SC and Partner acknowledge that the relationship created between them by
this Agreement or between SC and any officer or employee of Partner is not as
employer and employee, agents, partners, or joint ventures. Partner shall not
act as an agent or appointed representative of SC or hold himself out as having
any authority to do so or give or accept any commitment guarantee of
obligation for or on behalf of SC. Partner agrees that it shall not and shall have
no power or authority to incur any liability on behalf of SC or its affiliates or in
any way to pledge the credit of SC or its affiliates or accept or make any
contract binding upon SC or its affiliates or give or make any warranty or
representation on their behalf. Partner accepts and acknowledges that:

it has no and will obtain no proprietary interest in, or right to use, the
Intellectual Property belonging to SC;
it will not use any trademark, trade names or logos of, or which resemble
to SC's corporate identity and which would therefore be likely to confuse or
to mislead the public;
it will not alter or otherwise tamper with any trademarks, trade names,
logos, numbers or other means of identification of SC;

Partner will notify all Customers of the general nature of the referral
relationship between Partner and SC, including the fact the SC will pay Partner
a fee or commission in relation to Introduced Customer revenue. Partner
agrees that it and its employees and agents will not make any representation
to Customers regarding SC or SC's responsibilities that is inconsistent with the
terms of this Agreement.
This Agreement is being entered into solely for the benefit of the parties hereto
and their successors and permitted assigns. It may not be relied upon by any
other person as the basis for any claim or dispute against one or both parties,
or as evidence of the rights or obligations of one or both parties hereto with
respect to such other person.
SC and Partner shall each be responsible for their own liabilities for applicable
taxes or fees or other liabilities to all applicable tax or governmental
authorities.
SC and Partner shall, independent of one another, supervise the activities and
training of their respective officers, employees and agents in the performance
of their functions, and neither shall be responsible for the other's officers,
employees and agents.
Except as otherwise provided in the Agreement, every notice (including any
request, demand, instructions, communication or other document) under this
Agreement shall be in writing.

LICENCES AND RIGHTS


Each Party represents and warrants to the other that during the term of this
Agreement:

it has and will continue to have legal capacity to execute and perform this
Agreement;
it he has and will maintain all licenses, recognitions, registrations,
permissions, authorizations, exemptions and memberships necessary for
the conduct of his business;
the execution and performance of this Agreement by it does not, and will
not, violate or conflict with the terms of any existing agreement or
understanding to which it is part.

Each Party warrants its compliance, as well as that of its officers, employees
and associated persons with all laws, rules and regulations to which that party
may be subject including all rules, regulations, guidelines, customs and usages
of the various professional organizations and of any self-regulating
organization to which it may be subject.
Partner will maintain compliance and supervisory procedures that are
adequate to assure compliance by Partner and its employees and agents with
applicable statutes, laws, directives or ordinances, requirements of any
government, governmental authority, regulatory agency or selfregulatory body
governing the provision of services and activities that may apply to Partner, the
Introduced Customers or any Customer Accounts and any procedures
established from time to time by SC.
Partner will not introduce to SC any person who appears on any lists of known
or suspected terrorists or terrorist organizations such as OFAC, FATF and
FINCEN, and will cooperate with SC in obtaining any information or documents
SC may reasonably request in connection with SC's compliance with any
relevant anti-money laundering legislation or any other relevant statute, law,
directive or ordinance, requirement of any government, governmental
authority, regulatory agency or self-regulatory body that may apply to Partner,
the Introduced Customers or any Customer Accounts, applicable to SC as it
may relate to Introduced Customers.

MARKETING
Partner agrees not to issue or distribute any Promotional Material, whether on
the internet or otherwise about SC without SC's express written consent. Any
Promotional Material that, directly or indirectly, promotes the services of SC
will be fair and not misleading and must include an appropriate risk warning.
In addition, any reasonable amendments to such Promotional Material
requested by SC must be complied with and materials which become out of
date must be withdrawn without delay. Partner formally undertakes to make
no other representations or statement of any nature to Customers of SC that
deviates from those defined in the Customer Agreement of SC.
Partner shall not make a personal visit or oral communication to prospective
customers in contravention of local and/or domestic laws and regulation
relating to Customer solicitation, offering of financial instruments, or any other
rules applying to marketing and Customer protection measures in specific
countries.
Any Promotional Material made and/or purchased and/or invested by Partner
for the purpose and the course of partnership activities, shall belong to SC,
regardless of the identity of the maker or purchaser of such material.
All platform patterns, as well as all advertising and communicating methods
used by Partner, will be subject to SC's approval, prior to Partner's usage.
Moreover, such includes materials already provided by SC to Partner, which
will remain being subject to SC's consent and approval prior to Partner's
implementation and/or usage.
It is the full responsibility of Partner to market SC and SC Services, as well as
any other products in a legal, ethical and honest fashion. Partner shall at all
times comply with all local and federal Spamming, fax, broadcast and
telemarketing, laws, directives and regulations. Any Partner's Promotional
Material that does not comply with applicable local, state or federal laws, is
strictly forbidden and shall be held as an unauthorized use of SC's trademark.
SC will have the full authority to cease, cancel or alter any publication or
communicating method used by Partner, whenever SC finds that such material
does not comply with SC's standards as for positioning SC's or third party's
reputation and goodwill in the market. SC shall have the full authority, at its
own discretion, to determine whether the nature of such materials sufficiently
comply with its standards, regardless to their otherwise being legally or
ethically compliant or non-compliant. Partner further agrees and warrants that
it will comply with all local, state and federal laws, directives and regulations
regarding Spamming.
SC reserves the right not to accept an applicant to become an Partner in case
the applicant intends to promote SC's Services on web sites which:

promote sexually explicit materials;


promote violence;
promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age;
promote illegal activities;
violate intellectual property rights.

SC in no way participates in Spamming and Partner has to adhere to this policy


as well.
In case that Partner has their own e-mail address list (e.g. - surfers that
positively selected the option to receive e-mails from the sender), SC may
consider approving the sending of such e-mails as per Partner's request. Such
request will be submitted in writing by Partner to SC, associated with all
relevant info needed, and SC may, at its own discretion, respond with a written
approval to Partner. More specifically, SC does not undertake to approve any of
such requests, and in case it does approve such mailing, separate approval will
be needed for each single mailing batch. Partner shall always include
"unsubscribe" information at the top and bottom of email.
Partner will not guarantee any Customer against loss in respect of any Trade
effected with or for such Customer or make any representation to such effect
and will not provide to any Customer any false or misleading information
concerning SC, Services of SC, or profit making opportunities from Trades.

CUSTOMERS AND ACCOUNTS


SC will enter into Customer Agreements that will govern the relationship
between SC and the Customer and will be responsible to them for the
performance of its Services. It is the full responsibility of the Partner to return
the Customer Agreement signed by the Introduced Customer to SC before the
Introduced Customer can activate an account with SC.
SC will treat all its Customers equally, whether these Customers are
introduced by Partner or not, thus by entering into this Agreement Introduced
Customers will not be overcharged and any fees or charges paid by the
Introduced Customers to the Company will be the same as those paid by all
other SC Customers.
In case Partner requires SC to alter the Trade conditions and collect extra fees
or charges from Introduced Customers, then Partner has to present SC with a
document signed by Introduced Customer accepting the extra fees and
charges.
It is agreed and understood that SC retains the right in its entire discretion to
refuse to open an account for an Introduced Customer without being required
to disclose the motive for such a refusal. SC may at its sole discretion accept or
refuse any Introduced Customer. In the case of the refusal of a Customer and
for whatever reasons given for that refusal, Partner shall have no right of
recourse to any Partner Fees for that customer.
SC may, at its discretion, with cause, liquidate all, or any portion, of the open
positions in the Introduced Customer's account.
In the event any provision of any separate agreement between Introduced
Customers and Partner conflicts with Customer Agreement, the latter will
prevail. Partner will furnish SC with a copy of all separate agreements between
itself and each Introduced Customer relevant to Partner's relationship with SC
at the time any such agreements are entered into. SC may request information
relating to them directly from Introduced Customers to the extent required by
law.
SC will establish and maintain credit or similar exposure limits for each
Introduced Customer in accordance with SC policies and procedures.
An existing SC customer will not be considered Introduced Customer unless
the Customer opens an account as a direct result of Partner recommendation
and, at the time that customer opens such an account with SC, they have not
traded on any account that they already hold with SC for at least 3 months or
unless SC agrees in writing to consider the Customer as Introduced Customer.
If any Introduced Customer during the term of this agreement is in breach of
any of its payment obligations under the Customer Agreement with SC, SC
reserves the right to withhold the Partner Fee in relation to the defaulting
customer (up to a maximum of the default amount) until such time as the
breach has been remedied and is no longer outstanding.
If Partner, having accepted these regulations, has not acquired at least one
Customer within 6 months, SC reserves the right to transfer the Partner
Account to the archive and block the referral code and referral link.
If a Customer, having registered in the Traders Room through a referral link
has not opened at least one real account within 6 months, SC reserves the
right to exclude this Customer from the referral partners group.
If a Customer, having registered in the Traders Room through a referral link,
did not trade on a real account within 6 months, SC reserves the right to
exclude this Customer from the referral partners group.

IDENTIFICATION
Partner shall provide to SC at the commencement of the Agreement copies of
any information and documents required to satisfy SC's regulatory obligations
in relation to business partners. Where there is any material change to any of
the information or documents, Partner shall provide to SC updated information
and documents.
Upon referral by Partner, SC will obtain from each Introduced Customer
information concerning the identity and creditworthiness of such Customer
consistent with SC's internal policies and applicable law, which will include
any information or documents SC reasonably requires to comply with any
applicable anti-money laundering rules.
Partner will also provide SC with:
a current list of all officers and directors as of the date of this Agreement
and, during the course of this Agreement, update this list as necessary,
and
a financial statement dated not less than three months prior to the date of
this Agreement and, during the course of this Agreement, a revised
financial statement at least annually.

Partner further agrees to provide SC at SC's request with information


concerning the operation or outputs of any software or system that Partner
licenses or otherwise provides to Introduced Customers, if SC determines that
such information is relevant to SC's understanding of Introduced Customer
Trades. However, nothing in this Agreement will be construed to provide SC
with any right, title, license, or interest in such software or system.

LIABILITY AND INDEMNITY


Partner agrees to indemnify and keep indemnified and hold SC harmless from
and against: (a) any and all claims, demands, proceedings, suits and actions
against SC; and (b) any and all losses, liabilities, damages, penalties, fines,
expenses and costs (including legal and other advisers' fees) incurred by SC,
resulting from or relating to or arising in connection with:

any inaccuracy or misrepresentation in, or breach of, any of the warranties,


representations, covenants or agreements made by Partner in the
Agreement;
the introduction to SC by Partner of any Customer or any representation
made by Partner or on Partner's behalf to any Customer in connection with
SC or any introduction to SC (excluding any claim, liability or demand not
caused by any action or inaction of Partner);
any breach by Partner of its obligations under the Agreement;
any failure of Partner to comply with laws in its jurisdiction.

SC shall have the exclusive right to defend, settle or compromise any claim or
demand instituted by a Customer (which may include an Introduced
Customer) or other third party against SC, or against Parties, arising out of or
in respect of the Agreement or the Parties' performance hereunder or any
breach of the Agreement; and to commence and maintain any action pursuant
to the rules and regulations of any regulatory authorities, or any law against a
Customer, Introduced Customer or other third party for any claim or demand
which SC, or Parties jointly, may have at any time arising out of or in respect of
any Customer Account or the performance by Partner of Partner's duties
hereunder, regardless of whether any such claim or demand gives, or may give
rise to, a right of indemnification from Partner to SC.
Partner hereby waives any and all rights it may have independently to defend,
settle or compromise any such claims or demands and agrees to use all
reasonable endeavors co-operate with SC with respect thereto, but SC may, in
its sole discretion, authorize and require Partner to defend, settle or
compromise any such claim or demand as it deems to be appropriate at the
cost, expense and liability of Partner; and to assert, settle or compromise any
such action in respect of such claims or demands and agrees to use all
reasonable endeavors to co-operate with SC with respect to the bringing,
enforcement of any such claim or demand, but SC may, in its sole discretion,
authorize and require Partner to commence and maintain such actions in
respect of any such claim or demand as it deems to be appropriate at Partner's
cost and expense. SC shall take no action to defend, settle or compromise any
claim or demand described in this clause unless and until it has discussed the
matter with Partner.
Partner is responsible for the payment of any taxes and/or charges and/or
duties paid arising from the course of its business.
SC is not responsible for providing Partner with premises, data systems,
secretarial, book-keeping or record keeping services to assist Partner in
carrying out this Agreement.
Partner will reimburse SC for all expenses actually incurred by SC to translate
any document SC deems necessary to allow Partner to conduct the business
contemplated in this Agreement, including any documents sent to Introduced
Customers.
SC will have no liability to Customers or to Partner for any advice, decision or
recommendation given or made by Partner to Customers and Partner will
indemnify SC for any loss or liability arising from any such advice,
recommendation or decision or from any delay, default or negligence by
Partner in relation to any services it provides to Introduced Customers.

ADVICE AND MANAGED ACCOUNTS


In the event that Partner gives investment advice to an Introduced Customer
and/or manages the Introduced Customer's Customer Account, Partner shall
ensure that such advice is given and/or such management is provided in
accordance with and complies with the rules of regulatory authorities as
appropriate. Additionally, Partner undertakes and warrants to SC that it has or
will advise the Introduced Customer in writing that:

the service provided by SC is an execution-only service and that SC has no


obligation to advise the Introduced Customer as to the suitability of any
Trade and/or to manage, review or oversee on behalf of the Introduced
Customer any Trade;
SC is not associated with any advice or management (discretionary or
otherwise) given or undertaken by Partner and, for the avoidance of doubt,
is under no obligation to ensure that such advice or management
(discretionary or otherwise) is suitable, appropriate or correct; and with
regards any advisory and/or management service(s) provided by Partner,
the Introduced Customer is solely the customer of Partner.

In relation to each Introduced Customer on whose behalf it provides


instructions to SC in relation to Trades, Partner warrants and confirms that:

the Introduced Customer has capacity to and may lawfully enter into
Trades with SC;
it is duly authorized by the Introduced Customer to provide instructions to
SC;
the Power of Attorney executed by the Introduced Customer provided to SC
is duly executed by the Introduced Customer and is valid and enforceable
in accordance with the law of the jurisdiction in which the Introduced
Customer, Partner and SC is located;
an officer or representative of Partner acting on the basis of Power of
Attorney is duly authorized by regulatory authority to act on behalf of a
Introduced Customer in connection with Trades and to give instructions to
SC.

TERM, TERMINATION AND AMENDMENTS


The Agreement shall come into effect immediately upon signing by both
Parties and is concluded for an indefinite period of time from the starting date.
No amendments to the Agreement shall be effective unless it is in writing and
duly executed and signed by both Parties.
It is contemplated that SC and Partner agree to modify this Agreement in
response to changes in laws applicable in their jurisdictions.
SC reserves the right to amend all pricing, Trades, Services, Partner Fees as
well as other conditions relative to this Agreement, at any time and in its sole
discretion, by posting a change notice or a new Agreement on SC Website, our
by appropriately informing Partner via other means, including but not limited
to letter sent by post, an e-mail or faximile message. Partner's continued
cooperation with SC following SC's posting of the change notice or a new
Agreement will constitute binding acceptance of the change unless Partner
responds in writing that it does not accept the change. In case any of the
modifications is not acceptable by Partner, the recourse would be to terminate
this Agreement. SC may propose Partner to enter negotiations that may lead to
finding an alternative compromise solution.
This Agreement may be terminated:

by either Party at any time on giving 1 month written notice;


by SC automatically and with immediate effect and without the need for
notice if any representation or warranty of Partner contained in the
Agreement is untrue or in the event that Partner is in breach of any term of
the Agreement;
by Partner automatically and with immediate effect and without the need
for notice in the event that SC is in breach of any term of the Agreement;
in the event that either party fails to pay the other a sum due to be paid by
its due date, by the innocent party automatically and with immediate
effect one month after sending to the defaulting party a written demand
for payment;
by SC automatically and immediately and without the need for notice
upon: (a) Partner becoming insolvent, making an arrangement for the
benefit of its creditors, being unable to meet its debts as they fall due or
making an admission to that effect in writing; or (b) the appointment of an
administrator or liquidator for Partner or a receiver over any of the assets of
Partner; or (c) Partner filing for or having filed against it any petition or
application under any provision of any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt or similar law or
statute but, in the case of a petition filed against it, only where such
petition shall not have been dismissed within one month of it being issued;
by Partner automatically and immediately upon: (a) SC becoming
insolvent, making an arrangement for the benefit of its creditors, being
unable to meet its debts as they fall due or making an admission to that
effect in writing; or (b) the appointment of an administrator or liquidator
for SC or a receiver over any of the assets of SC; or (c) SC filing for or
having filed against it any petition or application under any provision of
any bankruptcy, insolvency, reorganization, arrangement, readjustment of
debt or similar law or statute but, in the case of a petition filed against it,
only where such petition shall not have been dismissed within one month
of it being issued.

In the event of termination occurring, for any reason:

SC's dealings with Partner ceases and Partner will return to SC all
Promotional Materials and document related to Introduced Customers and
Introduced Customers Customer Accounts;
SC will cease to pay Partner Fees from the date when the Agreement
terminates.

NON-EXCLUSIVITY
SC and Partner acknowledge that this Agreement confers no exclusive right
upon either Party to the services of the other Party. Neither party shall be
precluded by this Agreement from entering into the same or similar
agreements with other parties.
This Agreement does not prevent SC from seeking, and/or communicating
with, any prospects introduced by Partner.
During the validity of the Agreement and during the two-year period after the
expiration or termination of this Agreement, Partner shall not contact any of
Customers and Introduced Customers for the purpose of inducing them to
switch to another provider of Services.
In order to avoid conflicts of interest between various Partner, SC has the right
to limit the geographical area in which Partner may approach, introduce or
refer Customers to SC. Partner undertakes and warrants that it shall not
advertise or otherwise market SC or Services of SC by any means whatsoever
to any person or resident outside the designated geographic area.

APPLICABLE LAW AND JURISDICTION


This Agreement shall be governed by the laws of British Virgin Islands. Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be resolved by either adjudication in a small claims court
(subject to jurisdictional limitations) or in binding arbitration administered
under the rules of BVI Arbitration Association in accordance with its applicable
rules.

CONFIDENTIALITY
Partner shall keep confidential any and all Confidential Information Partner
may acquire or come into the possession of as a result of or in connection with
the Agreement and shall not make use of or disclose any such Confidential
Information to any third party unless expressly permitted to do so under the
Agreement or as expressly authorized by SC in writing or pursuant to any order
of a court or regulatory body of competent jurisdiction or as otherwise required
by law provided that, before disclosing any Confidential Information to any
court or regulatory body or as otherwise required by law, Partner shall first
notify SC in writing of that requirement. In addition to any documents required
to be maintained by Partner elsewhere in the Agreement, Partner shall
maintain (and make available to SC within 1 business day of receipt of a
written request) all agreements, statements, filings or other documents
obtained by Partner when assisting an Introduced Customer in opening,
establishing or maintaining an Introduced Customer Customer Account. Such
information shall include financial statements, reports or other financial
information required to be furnished by Partner to (or required to be
maintained by) any governmental, regulatory body, regulatory authority or
Exchange.

PARTNER FEE
Partner will be entitled to an Partner Fee from SC according to Appendix A,
which is attached and forms an integral part of this Agreement.
It is agreed by both Parties that Partner Fee will be reviewed yearly by the
Parties with mutual consent on how it will be formed.
It is agreed and understood by both Parties that SC will have the absolute
right, after giving to Partner one month's notice, to change the Partner Fee of
the present Agreement before the annual revision of such by the Parties, for
reasons concerning the market spread and/or changes on the SC's pricing
policy in general.
Partner shall provide Introduced Customers with sufficient information
regarding Partner Fee. SC may at its discretion disclose to Introduced
Customers the amount of Partner Fees and other payments made to Partner
when requested by the Introduced Customer or by a court order.
The costs and fees for the wire transfers related to Partner Fee remuneration or
other payments performed in favor of Partner are to be deducted from the due
Partner Fee amount.
The payments to Partner hereunder shall terminate upon the occurrence of the
following event:

In case of breach by Partner of any of his duties hereunder;


Termination of this Agreement.

Partner's own Trades will not be included in the calculation of Partner Fees.
As security for Partner's performance of its obligations under this Agreement,
SC may request Partner to deposit with SC a security deposit in such sums as
SC may from time to time require. Said funds shall be subject to a first fixed
charge in favor of SC as security for any amounts owed by Partner to SC and
only repayable on termination of this Agreement. Upon termination of this
Agreement, SC will deduct from the amount then held on deposit any amounts
then owed to SC and any amount SC considers appropriate as a reserve
against amounts that may thereafter become due to SC under this Agreement
and will return any remaining amount to Partner.
Partner Fees paid by SC to Partner will be gross of all taxes and duties, and
Partner will be solely responsible for any taxes on such fees incurred by any
government agencies or local authorities.

SERVICES PROVIDED BY PARTIES


SC agrees to providing its Services to Partner and Introduced Customers
including but not limited to the business of executing and clearing orders for
Trades. Conditions of Services provided by SC are fully in the Customer
Agreement.
Partner confirms to:

act as the first point of contact for prospects;


introduce to potential customers, whether natural persons or legal entities
Services provided by SC;
fairly and accurately describe SC's business and the Services provided by
SC;
promote Services provided by SC;
comply with any business related instructions or directions given by SC in
relation to Services provided by SC;
regularly check and be informed with the terms and conditions of Services
and Trades or any other disclosures issued by SC that are available on SC
Website;
assist the potential customer to open a Customer Account with SC and
gather all necessary documents;
provide prompt, effective and accurate updates to SC of any changes
made in Introduced Customer's details;
perform introducer services and other obligations hereunder at its own
cost and risk;
assist Introduced Customers in using the Company's trading platform,
including but not restricted to installation, troubleshooting, etc;
provide such reasonable assistance as may be requested to enable SC to
handle any questions, queries, litigations or other problems that may arise
in the relationship with an Introduced Customer and/or state or regulatory
authorities;
fulfill with regards to Introduced Customers all duties and obligations that
self regulatory bodies and administrative authorities might require from
Partner within the scope of his activities.

In case Partner owns or operates a website it must include the following


information and functions in its website:

explanatory articles about the world's financial markets and explanation of


SC's trading rules;
trading platform distribution - Customer terminal SC MetaTrader 4;
provide a link from its website to SC Website.

TRADES AND TRADING PROCESSES


Partner undertakes to advise all Introduced Customers of and to expressly
draw their attention to the speculative nature of Trades defined herein and to
the potential risk to the Introduced Customer's financial situation. Trades that
the Introduced Customer or the Partner, acting as an attorney on behalf of the
Introduced Customer, enters into with SC is not conducted on an Exchange. SC
may act as a counterparty in Trades. As a result, SC's interests may be in
conflict with Partner or Introduced Customers, unless otherwise specified in
Introducing Broker Agreement or Customer Agreement or other written
agreement. SC establishes the prices at which it offers Trades with Partner or
Introduced Customers; the prices SC offers may not be the best prices
available and SC may offer different prices to different Partners and Introduced
Customers. Additionally, since SC may act as the buyer or seller in Trades,
Partner and Introduced Customers should carefully evaluate any information
received from SC or any of its solicitors that may influence Partner's and
Introduced Customer's decisions related to Trades.
Partner understands that, while the internet and the World Wide Web are
generally reliable, technical problems or other conditions may delay or prevent
Partner from accessing SC Website. SC will not be liable, and Partner agrees
not to hold or seek to hold SC or any of its officers, directors, employees,
agents or service providers liable for any technical problems, system failures
and malfunctions, communication line failures, equipment or software failures
or malfunctions, system access issues, system capacity issues, high internet
traffic demand, security breaches and unauthorized access, and other similar
computer problems and defects. SC does not represent, warrant or guarantee
that Partner will be able to access or use SC Website at times or locations of
Partner's choosing, or that SC will have adequate capacity for SC Website as a
whole or in any geographic location. SC does not represent, warrant or
guarantee that SC Website will provide uninterrupted and error-free service.
SC does not make any warranties or guarantees with respect to SC Website
and its content, including but not limited to, warranties for merchantability or
fitness for a particular purpose. Without limiting the foregoing SC will not be
responsible for an impossibility to execute orders and requirements due to
failures in the operation of informational systems caused by technical faults,
which are beyond its control.

COMMUNICATION AND FLOW OF FUNDS


The relationship between SC and Introduced Customers shall be regulated by
the Customer Agreement only and Partner shall have no rights in connection
with or in relation to the Customer Agreement and shall not in any way, save
as permitted by the Agreement, interfere with the Customer Agreement or its
operation whether such interference is lawful or otherwise. In the event of any
inconsistency between the terms of the Agreement and any Customer
Agreement, the terms of the Customer Agreement shall prevail.
SC shall be under no obligation to accept instructions from any Introduced
Customer or from Partner on behalf of any Introduced Customer otherwise
than as provided in the Customer Agreement. Any discretionary powers or
rights of SC under the Customer Agreement in relation to Trades shall apply to
any Trades undertaken with Introduced Customers in connection with or
arising from the Agreement.
SC will communicate requests for security, collateral and margin to Partner,
and it will be Partner's responsibility to communicate such requests to
Introduced Customers. Notwithstanding the foregoing, SC has the absolute
right also to communicate such requests to Customers.
SC shall be entitled to rely upon any oral or written instructions or
communications received from Partner including from any officer, employee,
partner or agent of Partner and shall be entitled to treat such person as having
authority to act on behalf of Partner so long as SC does not have actual
knowledge of any such person's lack of authority.
Partner should not accept and keep any Customer's money, stock or any other
security in relation to the services offered by or on behalf of SC. However, it
may assist Introduced Customer in funding his Customer Account with SC.
Partner shall not give instructions to transfer funds out of the Customer's
Account and SC shall not be obliged to comply with any such instructions
unless specifically authorized to do so.

STORAGE OF INFORMATION
Partner will obtain and maintain a permanent record of all relevant facts at
least until the expiry of 2 years from the date upon which this Agreement is
terminated about every Introduced Customer (including, but not limited to, the
true name and address, principal occupation or business, and financial
condition of such Customer), every order, every account, and every person
holding power of attorney over any account or guaranteeing any account
introduced by Partner to SC. Partner will also maintain the name of the person
who solicited and is responsible for each Introduced Customer.
Partner shall make available to SC for inspection within 1 business day of
receipt of such request of information by SC all documents and records held or
maintained, or required to be held or maintained by Partner under, pursuant
to, or in connection with the Agreement.

COMPLAINTS
Partner shall promptly notify SC in writing of Customer complaints (whether
written or oral), disputes and lawsuits, or any government or regulatory inquiry
concerning its business activities and will provide such additional information
concerning the nature or status of any such complaint or inquiry as SC may
reasonably request.
Partner shall then subsequently refrain from approaching any Customer on any
pretext without the specific prior written instruction of SC. Any step taken by
the Partner on its own initiative shall not be binding on SC in respect of the
Customer.

PREVENTION OF MONEY LAUNDERING


Both Parties will at all time comply with any existing rules for the prevention of
money laundering existing in the country of residence of SC and Partner.
Where either of the Parties has doubts, or suspects that assets deposited with
SC may be of criminal origin and may serve to finance terrorism, it will inform
immediately the other Party, unless prevented from doing so by law or by an
injunction issued by any relevant authority. Parties will discuss measures
which may have to be taken and will proceed as required by law.

FORCE MAJEURE
If either Party is prevented from performing or delayed in the performance of
any of its obligations under the Agreement by a Force Majeure Event, that
Party shall, as soon as is reasonably practicable, serve notice in writing on the
other Party specifying the nature and extent of the Force Majeure Event and its
likely duration.
Provided the Party so prevented or delayed in performance has served notice in
accordance with preceding clause that Party shall have no liability in respect of
the nonperformance or delay in performance of such of its obligations as are
prevented by the Force Majeure Event during the continuance of such Force
Majeure Event and for such further time after it ceases as is necessary for that
Party, using all reasonable endeavors, to recommence its affected operations
in order for it to perform its obligations.

GENERAL
This Agreement sets forth the complete understanding of the Parties hereto
regarding the subject matter referred to herein, and supersedes all prior
discussions and writings between the parties.
In the event that any one or more of the provisions of the Agreement will be
held invalid, illegal, or unenforceable in any respect, such provisions will be
severed from this agreement, and the validity, legality, and enforcement of the
remaining provisions contained herein will not be affected or impaired
thereby.
Both Parties acknowledge and agree that in entering into the Agreement, it
does not rely on, and shall have no remedy in respect of, any statement,
representation, warranty or understanding (whether negligently or innocently
made) of any person (whether a party to this Agreement or not) other than as
expressly set out in the Agreement. The only rights and remedies available to a
party for breach of the warranties shall be those available at law for breach of
contract and the right of indemnification and termination under this
Agreement. Nothing in this clause does or is intended to limit either Party's
liability in respect of any statement, representation or warranty made
fraudulently.
The benefit of the Agreement and any rights of SC under the Agreement shall
be freely assignable by SC and, in the event of any such assignment, all
reference in the Agreement to SC shall be deemed to include its assigns.
The Agreement shall be binding on and shall inure for the benefit of the
successors in title of each party.

SIGNATURES

SC represents, warrants and covenants that:

it has the power and authority to execute and deliver this Agreement and
perform its obligations hereunder;
this Agreement constitutes a legal, valid, and binding obligation of SC,
enforceable against SC in accordance with its terms;
the performance of its obligations under this Agreement will not cause it to
be in violation of any law, rule, regulation, license, or order applicable to it.

Signed for and on behalf of ServiceComsvg Ltd.

....................................................................
Name

....................................................................
Signature
....................................................................
Date

APPENDIX A (RevShare)
Partner fee for:

M.Premium type of accounts shall be calculated on the basis of each trading


transaction executed on the Introduced Customer's Customer Account, where
SC agrees to:

Partner Fee shall be calculated on the basis of a Revenue Share Rate equal to
30.0%, where

Revenue Share = (SC Spread Revenues + additional commission -


Bonuses/Compensations - Chargebacks and other fraud cost) x Revenue Share
Rate

SC Spread Revenues = revenue generated to SC from the PIP spread that is


profited by SC

M.PRO type of accounts shall be calculated on the basis of each trading


transaction executed on the Introduced Customer's Customer Account, where
SC agrees to:

Partner Fee shall be calculated on the basis of a Revenue Share Rate equal to
30.0, where Revenue Share = (SC Commission Revenues + additional
commission - Bonuses/Compensations - Chargebacks and other fraud cost) x
Revenue Share Rate.

Partner fee for:

Partner may withdraw Partner Fee from the Partner's Account at any given
point in time, alternatively SC may wire transfer to Partner's bank account
Partner Fee by the 10th of every month. The monthly Partner fee is being
transferred to Partner in case a Partner had 3 active clients in Partner's group
in calendar month. If such an numbers of clients have not been accumulated,
Partner Fee will be wire transferred by the 10th of next month, given that the
Partner has at least 3 active clients.
A Partner Fee shall be due in U.S. Dollars. SC shall be free to convert any
currency received into US Dollars in order to execute the payment of Partner
Fee. Any charges incurred in the execution of this conversion shall be borne by
Partner.
Partner Fee is calculated from the moment when a Partner signs the
Agreement, however SC will start to pay Partner Fee from the month Partner
refers 10 Introduced Customers to SC accumulatively for all preceding months.
In case a Partner introduces a Second Tier Sub-Partner to SC, then SC will pay
an extra 10% of Sub - Partner's Fee.

Any trade with duration of 3 minutes or less will not be included in the
calculation of Partner fee. Duration is considered the a time between opening
and closing of a trade. All trades that were closed in the platform by the
functions «close by» or «multiple close by» will be included in the calculation
of Partner fee at the rate of 50%.

If a part of the Partner fee per one customer in excess of 70% of the total
Partner fee for one month, then fee for this client will be recalculated and will
not exceed 100% of the total amount of fee from other customers.

Changes in the balance or equity of Introduced Customer's Customer Account


that occur as a result of direct promotional costs incurred by SC, including but
not limited to: cash backs, rebates, spread backs or any other bonuses
provided by SC to Introduced Customers, will not be included in the calculation
of Partner Fee.

Signed for and on behalf of ServiceComsvg Ltd.

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