FXOnline Foreign Exchange Online Trading Agreement

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FXOnline Foreign Exchange Online Trading Agreement Powered By Docstoc
					               FX Online Japan Co., Ltd.

No. 255 (kinsho), Director of Kanto Local Finance Bureau
                          STATEMENT OF IMPORTANT MATTERS

It is important that you (hereinafter “Client”) take special note of the matters listed in this
Statement with respect to the practice of Foreign Exchange Margin Trading (hereinafter “FX
margin trading”). Please ensure that you read carefully and fully understand this Statement
when considering using the trading services of FXOnline Japan Co., Ltd (hereinafter
“FXONLINE”), and then please commence or continue the trading only when you find it
appropriate in light of your own financial resources, trading experiences, purposes of trades and
other relevant factors.


FX margin trading is high-risk, high-return and return of principal is not guaranteed. In FX
margin trading, loss may be incurred due to fluctuations in currency which is the subject of
trading. In FX margin trading, the transaction size can be greater than the margin which is
deposited by Client with FXONLINE as collateral , and accordingly, it is possible that the loss
will be greater than the margin.


The spread which is a difference between the bid and ask prices may be greater due to sudden
changes in market conditions or lower liquidity in foreign exchange markets, and Client may
not be able to enter into the trading as it desires. Further, a stop loss order is automatically
executed when certain order rate is reached and therefore the order rate ends up differing from
the agreed rate and Client may suffer more loss than it has expected.


Settlement of the interest spread differential called swap points occurs daily for any unsettled
orders. In principle, if the Client’s trade is selling currency of higher interest rate and buying
currency of lower interest rate, the Client is required to make payment of swap points, resulting
in a reduction of the Client’s margin (i.e., loss for the Client). Swap points differ due to interest
rate fluctuations, market liquidity, etc., and the receipt of swap points may turn into the payment
of swap points.


Our trading platform allows the Client to enter into a counter trade (hedging), but the difference
between spreads may be a double burden, resulting in a reduction of the Excess Margin.
Because the payment amount of swap points is set high, such counter trade causes a reduction
in the margin.


It is possible that placement, execution, confirmation, cancellation, etc of orders may not be
executed due to a breakdown in the trading system or communication lines between the Client
and FXONLINE etc.


There are no transaction commission fees for trading, new orders or settlement orders.
Cancellation of the orders after such orders are executed (i.e., clean-off) is not available to the
Client.


The FX margin trading is a negotiated transaction between the Client and FXONLINE.
FXONLINE will be the principal who receives Client’s order and will not execute it on any
exchange. In order to hedge the risk of the FX margin trading, FXONLINE takes cover
transactions with the following institutions.


[Cover Transaction Partners] (the relevant regulatory authority in the case of a foreign entity is
indicated in brackets)
IG Markets Ltd. / financial derivatives trader: England (FSA)
Deutsche Bank AG London / banking business: Germany (German Central Bank)
Morgan Stanley & Co. International Ltd. / securities house: USA (SEC)
CitiBank N.A., London / banking business: USA (FRB)
Bank of America N.A / banking business: USA (FRB)
Goldman Sachs International Ltd / securities house: USA (SEC)
Saxo Bank A/S      banking business: Denmark (Danish FSA)
ODL Securities     securities house: England (FSA)
Oanda Corporation FX margin trader: USA (CFTC)
Sumitomo Mitsui Banking Corporation banking business
Barclays Bank plc      banking business / England (FSA)
OCBC Securities Private Limited       securities business / Singapore (MAS/SGX)


In the event that the business or financial conditions of FXONLINE or any cover transaction
partners deteriorate, FXONLINE may have a difficulty in taking cover transactions and
therefore may not be able to execute Client orders, resulting in a loss for the Client.


FXONLINE manages the margin that Client deposited by segregating it from FXONLINE
assets by having it held in a money trust established at the Sumitomo Mitsui Banking
Corporation.


All of new margin and additional margin that Client deposited with a special account for
acceptance of the margin opened at Mizuho Bank, the Bank of Tokyo-Mitsubishi UFJ,
Sumitomo Mitsui Banking Corporation, The Japan Net Bank and eBANK, remaining after all
the transactions are marked to the market as of the closing of the day, are transferred to the trust
account established at the Sumitomo Mitsui Banking Corporation on the following banking
business day. The margin that remain at the ordinary deposit account for acceptance of the
margin for one business day does not qualify for deposit insurance, and if the business or
1. Outline of Financial Instruments Trader (FXONLINE) and Contract Information


Trade name:                  FX Online Japan Co., Ltd.
Address:                     Halifax Onarimon Building 8F, 3-24-10, Nishi-Shinbashi, Minato-ku,
                             Tokyo, Japan 105-0003
Representative:              James Dallas Gow
Capital Stock:               400,000,000 yen
Business:                    Over-the-counter Derivatives Transactions
                             (FXONLINE does not act as intermediary, broker or agent for
                             over-the-counter derivatives transactions)
Formation                    Formed on December 3, 2002
Registration number:         Number 255 (kinsho), Director of the Kanto Local Finance Bureau
Membership number:           Number 1527, the Financial Futures Association of Japan
                             FXONLINE is not a member of any investor protection fund.
Telephone:                   03-3431-5777 / 0120-25-7734
URL:                         http://www.fxonline.co.jp/en/
Please contact us at the telephone number above for any questions concerning FX margin trading.


2. Rates


For trades, FXONLINE solely determines the exchange rate that it offers to the Client, taking into
account the market based upon the interbank rate at the time nearest to the trade.       The “Dealing
Rates” window in the trading platform displays the most recent rates on offer and the Client is urged to
consult this window to confirm the rates when trading.


The rates displayed differentiate between bid and ask prices. The difference between the bid and ask
prices is called the ‘spread’, and varies depending on market conditions.


3. Dealings with consent of the Client


In FX margin trading, FXONLINE conducts the following dealings in accordance solely with Client’s
instructions:
・ determination of the type of trade and its base and counter currency;
・ determination of the number and volume of trades (number of lots, minimum trading volume is
     0.1 lots = 10,000 currency units);
・ determination of the amount of consideration and the agreed rate of the trade (trade price);
・ determination of the direction of the trade (buy/sell) and the terms applicable thereto;
・ settlement of outstanding transactions prior to due date (however, if, for reasons attributable to the
    Client, execution of such transactions will not be made or is unlikely to be made, FXONLINE can
    forcibly settle such outstanding transactions).


4. Method of Execution/Settlement


(i) Settlement through Trading Account
Execution and settlement of trades by the Client in relation to trading with FXONLINE shall be made
through the Client’s trading account. Accordingly, on commencement of trading, the Client shall open
a trading account with FXONLINE.


(ii) Deposit of Initial Margin
In order to make a new order, the Client shall deposit a prescribed amount of margin (the “Initial
Margin”) into the trading account, or have an available margin balance (the margin amount held (a)
plus or minus the estimated profit or loss on existing trades (the “Available Margin Balance”) and (b)
minus the prescribed margin amount (“Maintenance Margin”) relating to the amount of unsettled trade
(“Excess Margin”)) exceeding the Initial Margin.


(iii) Method of Settlement
Trading with FXONLINE shall be netted by an offsetting trade. In the event that a loss is incurred due
to the settlement, such loss shall be subtracted from the balance outstanding in the trading account. In
the event that profit is made, such amount shall be added to the trading account as deposit.


(iv) Maintenance Margin
If the Client executes a trade with FXONLINE, he/she should maintain the Available Margin Balance
at a level equal to or more than the Maintenance Margin.


(v) Forced Settlement
If the Available Margin Balance falls below the Maintenance Margin, FXONLINE will forcibly settle
unsettled orders at its discretion (“Forced Settlement”). The Forced Settlement shall be made to such
extent that the Available Margin Balance equals or exceeds the Maintenance Margin requirement.


5. Required Amount of Initial Margin and Calculation Method thereof


Upon receiving orders from the Client, the minimum margin amount to be deposited by Client with
FXONLINE shall be JPY50, 000 in principle.


The margin ratio shall be determined based on the Client’s leverage setting. The standard setting for
margin ratio is 1% (100:1 leverage). Alternative settings of 0.5% (200:1), 2% (50:1), 2.5% (40:1), 5%
(20:1) or 10% (10:1) may also be selected. However, FXONLINE may increase or decrease the
relevant leverage under the certain market circumstances and depending on types of currencies where
the Client’s leverage setting are not applicable to all or a part of currency pairs. Maintenance Margin is
calculated by multiplying the transaction amount by a currency rate and then by the above margin ratio.
The Maintenance Margin amount fluctuates based on the changes in the rate. Specific calculation
sample can be found at our website; margin calculation
(http://myfx.fxonline.co.jp/market/tool/margin.html)


When leverage is changed, it is necessary to settle all outstanding positions at that time. The
procedures for changing leverage can be conducted through MyFX
(https://myfx.fxonline.co.jp/login/leverage_change_value.php) (a webpage for Client use only).


NOTE
It is not possible to change leverage while there are outstanding positions.
FXONLINE accepts margin in cash only. FXONLINE does not accept securities in lieu of margin
money.
FXONLINE can limit the maximum margin deposit, amount of maximum outstanding positions and
any changes in leverage, at its discretion, based on the situation of the Client.


6. Manner of Deposit and Reimbursement of Margin


(i) Deposit of Margin
FXONLINE will receive deposits to the Client segregated bank account.


(ii) Margin Reimbursement
FXONLINE will release margin, only if and to the extent that the Available Margin Balance of the
Client exceeds the Maintenance Margin for outstanding transactions. FXONLINE will credit such
amount to the bank account designated by the Client no later than three business days (if in a foreign
currency, six business days) after release has been requested.


7. Amount, Calculation and Collection of Trading Commission


There are no transaction commission fees for new orders or settlement orders.
Therefore such rate as is agreed by Client and FXONLINE at the time of trading shall be the contract
rate.


8. Other Key Matters Which may Affect the Client’s Trading Decisions


(i) Swap Points
If the Client does not settle the order on the due date and carries it over to the next day or thereafter, it
is required to settle the amount equivalent to the interest spread differential, called ‘swap points’.


Swap points shall be fixed by FXONLINE based on the interest spread differential between the base
and counter currencies. Even if an order is for trade of the same currency pair, the applicable swap
points at the time of the buy order shall differ from that applicable at the time of the sell order.


Swap points may be determined daily, reflecting the market trends. Please refer to the FXONLINE
       (URL: http://www.fxonline.co.jp/en/swap.html) which current swap points are provided.
web site                                            on


In principle, if the Client’s trade is selling currency of lower interest rate and buying currency of
higher interest rate, FXONLINE will make payment of swap points to the Client (for the Client’s
profit). On the other hand, please note that if the Client’s trade is selling currency of higher interest
rate and buying currency of lower interest rate, the Client is required to make payment of swap points
to FXONLINE (at the Client’s loss).


However, in cases where the interest spread differential of the currencies traded is extremely small etc.,
under certain market conditions there are times when the Client may have to make payment of swap
points to FXONLINE together with buy orders and/or sell orders (at the Client’s loss).


(ii) Forced Settlement
If the Maintenance Margin is less than the Available Margin Balance, FXONLINE will be required to
settle the Client’s trade partially or fully to reduce the client’s position to such extent as corresponds to
the Available Margin Balance. If settlement order to such effect is not forthcoming from the Client,
FXONLINE may at its discretion forcibly settle the Client’s position. Where Forced Settlement is
conducted, it is possible that settlement will be made at a price unfavorable to the Client. Please refer
to 4.(v) above as to Forced Settlement.


(iii) Order for Forced Settlement
Order for Forced Settlement shall be made by no-limit order. Therefore, if such order is made,
settlement could be made at a price unfavorable to the client.


9. Trading Procedures


Please refer to the FXONLINE web site [“Steps to your account”] as to the process for
commencement of trading. (URL:http://www.fxonline.co.jp/en/account/)


Please refer to the FXONLINE webpage [“Manual (Operation Methods)”] as to the method and
process for making actual orders and transactions.
(URL : http://www.fxonline.co.jp/system/manual/index.html)
10. Taxation on Gain


Any gain (trading gain and swap points gain) arising from the over-the-counter FX margin trading
entered into by the individual Client is subject to aggregate income tax as “miscellaneous income.” If
any gain exceeds 200,000 yen annually (from January 1 to December 31), a tax return must be filed.
For corporate Client, a tax return must be filed in accordance with the corporate tax law. In either case,
please consult with the relevant tax authority or professionals such as tax advisors.


11. Glossary


Please refer to the FXONLINE web site “Glossary” for major terminology related to trading. (URL:
http://www.fxonline.co.jp/en/glossary.html)


12. Matters to Confirm Regarding Risk of Trading


FX margin trading is a high-risk, high-return form of trading, accordingly it is not an investment that
suits everyone. Before you commence trading, please consider first whether or not FX margin trading
is an investment means that suits your financial resources, trading experiences and investment
purposes etc.
(i) Exchange Rate Fluctuation Risk
Currency fluctuates due to political and economic factors worldwide and other various factors. Please
note that FX margin trading is always exposed to currency fluctuation risk.


・ Because the FX margin transaction is conducted using a leverage effect, for which the gross
    amount of trade shall be much greater than the amount of Initial Margin, fluctuations on foreign
    currency markets may provide significant gains, but significant losses may also be incurred over a
    short period.


・ In the event that the Client’s amount of Available Margin Balance is less than the level prescribed
    by FXONLINE, FXONLINE shall, without notice to the Client, make Forced Settlement (by
    offsetting trade) of the open positions on the Client’s account.


・ In the event that foreign exchange market fluctuates materially, the Client may suffer a loss
    greater than the deposited margin as a result of “Forced Settlement.”       In such case, the Client
    must pay the loss greater than the deposited margin by 3pm on the next business day.


(ii) Interest-Rate Risk
In foreign exchange trading, the spot rate sometimes fluctuates greatly due to the interest-rate
fluctuations between two countries. Not only the spot rate, but all of the interest-rate fluctuations affect
also the daily swap points.


(iii) Credit Risk
Because the FX margin transaction is a negotiated transaction between the Client and FXONLINE, it
is possible that the Client may sustain losses due to the credit status of FXONLINE.


・ Although the margin balance amount of the Client will be kept separately from the assets of
     FXONLINE, the repayment of such margin balance shall not be covered by any official investor
     protection system in Japan. So it is possible that the Client may sustain losses in the event of
     deterioration in the credit status of FXONLINE or FXONLINE’s transaction banks etc.


(iv) Regarding Spread Increase Before and After Publication of Indices / Weekends or Beginning of
      the Week
Acts of God, war, terrorism or the holding of important international conferences and events may have
a major impact on the foreign exchange market. In addition, publication of financial indices can cause
major market price fluctuations. On weekends and in the beginning of the week, foreign exchange
markets may be subject to lower liquidity.     Please be aware that there are spread increases on these
markets.    Following a spread increase, the Available Margin Balance may decrease or Forced
Settlement may be made.


(v) Slippage Risk


A stop loss order is automatically executed when certain order rate is reached and therefore the order
rate ends up differing from the agreed rate and Client may suffer more loss than it has expected.


・ On foreign exchange markets, opening prices may start at a level that differs greatly from the
     closing at the end of the previous week. In such cases, even if a stop loss order has been made, it
     may be executed at a rate which is greatly different from the ordered rate.


・ At the time of publication of important financial indices etc., and at the time of markedly rapid
     fluctuations in market price, there may sometimes be a substantial gap between the stop order
     price and the established price.


・ At the time of sudden changes in foreign exchange markets, and at the time of start of trading on
     Monday, etc., if an if-done order is placed for new stop loss order, the original order and if-done
     order may be executed at the same time, resulting in an immediate loss for the Client.


(vi) Liquidity Risk
The foreign exchange market sometimes sees drastic market fluctuations.


・ In such rare case, it could become difficult to settle the position held by the Client or make a new
        position.
・ Please note that trading may be difficult to execute when there occurs an event such as war, act of
        God, dispute or change of exchange policy or regulations of the relevant country.


(vii)      Risk Associated with Online Trading
Since the FX margin transaction is an electronic transaction using the internet, it carries the risks that
accompany electronic transactions.


・ In the event of malfunction or breakdown in the telecommunication lines or system devices of the
        Client or third parties, there may be limitations on FX margin trading.


・ In the event of malfunctioning or breakdown in the telecommunication lines or system devices of
        FXONLINE, Client’s opportunities for gain may be lost.


・ In Internet trading mistakes of inputting trading orders may result in executions at a non desired
        rate.


・ In addition, if Client’s account number, password, etc. for the FX margin trading are disclosed to
        a third party due to theft or eavesdropping, etc., unexpected losses may be suffered.


13. Prohibitions
(1) FXONLINE is prohibited to perform the following acts pursuant to the Financial Instruments and
Exchange Law in connection with the FX margin trading with a customer as a counterparty (“FX
Margin Transactions”):


・ give false information to the customer to conclude a FX margin contract (a contract for FX
        Margin Transactions with the customer as a counterparty, hereinafter the same) or to solicit the
        customer to conclude thereof;


・ solicit the customer to conclude a FX margin contract, offering a decisive judgment as to
        uncertain matters, or misleading the customer into believing them to be certain;


・ solicit the customer to conclude a FX margin contract by unsolicited visit or call (excluding
        solicitation to the customers who engage in continuous trading (but limited to those who have
        entered into 2 or more over-the-counter financial futures transactions during one year prior to the
        date of solicitation or have outstanding positions of over-the-counter financial futures transactions
    on the date of solicitation) and solicitation of hedge of foreign exchange fluctuation risk to the
    corporations which engage in foreign trades or other businesses in relation to foreign exchange
    trading);


・ solicit the customer to conclude a FX margin contract without confirming with the customer prior
    to the solicitation whether he/she wishes to receive such solicitation;


・ solicit the customer to conclude a FX margin contract, even though he/she has expressed his/her
    intention not to conclude such FX margin contract (including his/her intention not to wish to
    continue to receive such solicitation; hereinafter the same) or continue to solicit the customer to
    conclude a FX margin contract even though he/she has expressed his/her intention not to conclude
    such FX margin contract;


・ solicit the customer to conclude or cancel a FX margin contract by visit or call during hours
    considered by the customer to be disturbing;


・ offer or promise, or make a third party to offer or promise, the customer or a third party
    designated by him/her for FXONLINE or any third party to provide economic benefits to the
    customer or the third party, in order to cover all or a part of loss to be incurred by the customer or
    make up all or part of deficit in pre-determined profit, in relation to a FX margin trading;


・ offer or promise, or make a third party to offer or promise, the customer or a third party
    designated by him/her for FXONLINE or any third party to provide economic benefits to the
    customer or the third party, in order to cover all or a part of loss incurred by the customer or
    provide economic benefits additional to the profit of the customer, in relation to a FX margin
    trading;


・ provide, or make a third party to provide, economic benefits to the customer or the third party, in
    order to compensate all or a part of loss incurred by the customer or provide economic benefits
    additional to the profit of the customer, in relation to a FX margin trading;


・ enter into a FX margin contract without giving explanations to the customer as to the contents of
    this statement prior to the delivery of such statement in such method and to such extent necessary
    as the customer to comprehend them in light of customer’s knowledge, experiences, financial
    conditions or the purpose of the FX margin contract;


・ give false information or misleading statement as to important matters to enter into or cancel a FX
    margin contract;
・ promise the customer or a third party designated by him/her to provide special benefits, or
    provide special benefits to the customer or third party, in relation to a FX margin trading
    (including making a third party to do so);


・ employ artifice, battery or coercion to enter into or cancel a FX margin contract;


・ decline or unduly delay FX Margin Transactions under a FX margin contract or other
    performance of all or part of its obligations under a FX margin contract;


・ usurp the money, securities and any other assets or margin and other deposits held by FXONLINE
    for the account of the customer under a FX margin contract by referring to a false market or any
    other fraudulent means;


・ gather customers without specifying the purposes of solicitation of FX margin contract in advance
    and solicit them to conclude such FX margin contract;


・ enter into a Foreign Margin Transaction for the account of the customer without obtaining consent
    from him/her in advance;


・ enter into a FX Margin Transaction by directors, statutory auditors or employees of FXONLINE
    using special information obtained in the course of business, such as customer’s order trends, or
    primarily in pursuit of speculative profits;


・ conclude a contract, other than in writing, which provides that out of total customer’s funds, upon
    consent of such customer, the type of trading, composition of currencies, number or volume of
    trading, and contract price (each of which remains undetermined by the customer) shall be
    determined by an electronic computer upon occurrence of certain events or other predetermined
    method, and FXONLINE execute transactions accordingly (excluding concluding through
    electronic information processing system or other information and telecommunication
    technology); and


・ make solicitation or engage in any similar act concerning the counter trade to the sale or purchase
    of a FX margin trading or any similar transactions entered into by the customer.(meaning the
    trade to reduce loss arising from such transactions)


(2) Customer is prohibited to perform the following acts pursuant to the Financial Instruments and
Exchange Law in connection with FX Margin Transactions:


・ with FXONLINE or any third party, promise, or make a third party to promise, the customer or a
    third party designated by him/her for FXONLINE or any third party to provide economic benefits
    to the customer or the third party, in order to compensate all or a part of loss to be incurred by the
    customer or make up all or part of deficit in pre-determined profit, in relation to a FX margin
    trading (only when such promise is made based upon request by the customer directly or through
    the third party);


・ with FXONLINE or any third party, promise, or make a third party to promise, the customer or a
    third party designated by him/her for FXONLINE or any third party to provide economic benefits
    to the customer or the third party, in order to compensate all or a part of loss incurred by the
    customer or provide economic benefits additional to the profit of the customer, in relation to a FX
    margin trading (only when such promise is made based upon request by the customer directly or
    through the third party); and


・ from FXONLINE or any third party, receive economic benefits to be provided to the customer or
    the third party as compensation of all or a part of loss incurred by the customer or economic
    benefits additional to the profit of the customer, in relation to a FX margin trading, or make any
    third party to receive such benefits (only when such receipt is based on the promise requested by
    the customer directly or through the third party for FXONLINE or any third party to provide
    economic benefits, in order to compensate all or a part of loss incurred by the customer or provide
    economic benefits additional to the profit of the customer, or the offer of such economic benefits
    is made based on the request by the customer directly or through the third party).



END
                    FOREIGN EXCHANGE ONLINE TRADING AGREEMENT


FX Online Japan KK (hereinafter “FXONLINE”) is a joint stock corporation (kabushiki kaisha)
organized under the laws of Japan, whose office is situated at Halifax Onarimon Bldg. 8F, 3-24-10
Nishi-Shinbashi, Minato-ku, Tokyo, 105-0003


CLIENT (hereinafter “CLIENT”) hereby confirms that in the case that he/she is an individual, he/she
is of full age and capacity and in the case that it is a corporation, it is duly incorporated according to
the laws of Japan and has power to enter into this Foreign Exchange Online Trading Agreement
(hereinafter “Agreement”) and all contracts made or to be made incidental and/or pursuant thereto and
that, in any case, this Agreement and such contracts are and will constitute legally binding and
enforceable obligations of the CLIENT.


FXONLINE hereby warrants that it is a corporation duly incorporated with limited liability under the
laws of Japan and has power to enter into this Agreement.


Upon application to use the foreign exchange online trading services of FXONLINE (hereinafter
“FXONLINE Transaction”), CLIENT shall hereby confirm that he/she has received this Agreement
and the Statement of Important Matters attached hereto and has carefully read and fully understood the
contents thereof.   CLIENT agrees to the following terms of trading in his/her own judgement and
responsibility, and shall certify this by putting a check mark on the appropriate check box appearing in
the application form.
CLIENT hereby agrees and confirms that FXONLINE refuses to provide trading services to CLIENT
if CLIENT falls within any of the following:
(1) If it is discovered that CLIENT is a gang, gang member, company or organization related to the
gang or its affiliate, or other anti-social group (hereinafter “Anti-Social Group”); or
(2) If CLIENT makes threatening behavior or uses violence in connection with transactions with
FXONLINE, or damages FXONLINE’s reputation or disrupts FXONLINE’s business by spreading
false information, using fraudulent means or exercising force, or there are any other justifying events
similar to the above.


NOW IT IS HEREBY AGREED as follows:



BASIC PROVISIONS:


Article 1:          Process of using the FXONLINE Trading Account


All monies transferred between FXONLINE and CLIENT including but not limited to transaction
margins, profit or loss occurring from resale or repurchase of positions, or transfer of funds, delivery
and receipt of purchase-price and sale-price of foreign exchange, are transferred through this
FXONLINE Trading Account to be opened by CLIENT (hereinafter “Trading Account”). CLIENT
shall not allow third parties to use the account (including personal accounts for shared use), nor shall it
provide the account user name, password etc. to third parties for the purpose of permitting trading to
be conducted on its behalf.


Article 2:         Definition of FXONLINE Transaction


“FXONLINE Transaction” broadly means the simultaneous buying of one currency and selling of
another on an Internet trading platform. In the context of this Agreement, FXONLINE Transaction
specifically means a foreign exchange margin trading using the Internet between FXONLINE and
CLIENT.      FXONLINE Transaction is a spot foreign exchange transaction where a settlement date
can be deferred to the following day or thereafter with the execution of a rollover transaction as
provided in the following Article.


Article 3:         Rollover Transaction


In a FXONLINE Transaction CLIENT may, on or after the next following business day of trading, roll
over (“Rollover”) the settlement of the buy/sell order of such transaction to the following value date or
thereafter by exchanging the swap points equal to the difference between the two currencies
representing such transaction.


Article 4:         Confirmation of risks involved in FXONLINE Transactions


CLIENT hereby confirms that he/she fully appreciates the following, and that CLIENT accepts the
conditions set out in these provisions, and that CLIENT conducts FXONLINE Transactions in his/her
own judgement and on his/her responsibility:


(1)      When conducting FXONLINE Transactions, CLIENT carries the risks concerning, inter alia,
         foreign exchange fluctuations and interest rate fluctuations in the target currency or Japanese
         yen.


(2)      When conducting FXONLINE Transactions, CLIENT carries the risks arising from possible
         foreign exchange restrictions due to political, economic or financial circumstances,
         governmental regulations, foreign exchange market regulations, communication disruption,
         etc.


(3)      CLIENT understands that he/she may lose all of the initial margin and any additional funds
         that are deposited to establish or maintain a position in the market. If the market moves
         against said position(s), CLIENT may be requested to deposit a substantial/sufficient amount
         of additional margin, at short notice, in order to maintain the position. If such margin or funds
         are not provided by the prescribed time, the position may be liquidated at a loss, and CLIENT
         shall be liable for any resulting deficit in his/her account.


(4)      CLIENT’s funds and/or the margin arising from FXONLINE Transactions shall be kept and
         treated all together, with no distinction between those of other FXONLINE clients.


(5)      Risks concerning FXONLINE Transactions disclosed in this Agreement and the provisions
         herein are not exhaustive.



PROVISIONS REGARDING BUY/SELL:


Article 5:         Buy/sell orders


When CLIENT places buy/sell orders, CLIENT shall input the following:


(1)      Username and password


(2)      Currency pair


(3)      Type of order


(4)      Buy or sell / bid or offer


(5)      Amount (trade volume)


(6)      In case of a limit order or a stop order, the period for which the order is valid


CLIENT shall not make a buy or sell order using unfair or inappropriate means or making improper
use of system problems or amounts incorrectly entered etc.


Article 6:         Type of orders


Types of orders available when conducting FXONLINE Transactions are as follows:


(1)      “non-limit order” : order to contract at such price as appropriate to the market from time to
         time without designating price limit


(2)      “limit order” : order to contract at below a designated price in the case of buy order and at
         above a designated price in the case of a sell order.


(3)      “stop order” : order to contract at above a designated price in the case of a buy order and at
         below a designated price in the case of a sell order


(4)      “OCO order” : treating two orders as a set under certain conditions, order to cancel one order
         upon completion of another


(5)      “IF DONE order” : order to execute following trading upon completion of certain trading


(6)      “hedging order” : order to retain simultaneously short and long positions (so called hedging)
         in respect of the same currency pair


Article 7:         Acceptance of buy/sell orders


FXONLINE shall separately determine the hours during which CLIENT can place orders for
FXONLINE Transactions.


Article 8:         Cancellation and alteration of orders


(1)      Buy/sell orders may be cancelled or altered at any time as determined by CLIENT within
         trading hours provided that the initial buy/sell order has not been executed.


(2)      If a trade is made at an obviously incorrect price, or at a price largely different from the
         market price due to defects or failures of the trading system or other technical trouble,
         FXONLINE may correct the price or cancel such trade. In such event, FXONLINE shall
         immediately notify CLIENT of the content of and reasons for the change.



Article 9:         Execution of buy/sell orders


CLIENT’S buy/sell orders shall be executed after FXONLINE accepts the orders.
FXONLINE shall not execute CLIENT’s FXONLINE Transactions if it is impossible or difficult for
FXONLINE to conduct cover transactions against CLIENT’s new order, due to low liquidity of
ordered currency or any other condition of such currency market.
In the case of a new FXONLINE Transaction where the Initial Margin is insufficient, the order shall
not be executed.


Article 10:          Confirmation of transaction details


If any doubt arises between FXONLINE and CLIENT concerning matters such as the details of a
buy/sell order that CLIENT has lodged using the Trading Service, the matter shall be dealt with on the
basis of the data record that CLIENT has entered into the system as recorded on the FXONLINE
server.


Article 11:          FXONLINE Transaction amount


(1)       The transaction amount is limited according to the amount the initial margin of the
          FXONLINE Transaction.


(2)       The amount of any single transaction is limited to the ceiling amount specified by
          FXONLINE at its own discretion.


Article 12:          Exchange rate


(1)       CLIENT agrees that the spot buy/sell exchange rates that FXONLINE presents for
          CLIENT’S FXONLINE Transactions are set by FXONLINE according to the inter-bank rate
          at the Tokyo foreign exchange market and other major foreign exchange markets.


(2)       CLIENT agrees that the said rate may not be the same as CLIENT’S expected rate due to
          market situations and exchange rate fluctuations.


Article 13:          Mark to Market


In order to accurately calculate the maintenance margin amount, the difference (mark to market)
between the contract price of unsettled buy/sell order (the “Position”) of CLIENT’S FXONLINE
Transaction and the current market price thereof shall be valued on a real-time basis.


Article 14:          Initial / Maintenance Margin Requirements
CLIENT shall deposit the initial margin and maintenance margin mentioned below, as collateral for
the obligations of CLIENT under FXONLINE Transactions.


(1) Initial Margin
If CLIENT makes a new order pursuant to execution of an FXONLINE Transaction, CLIENT shall
deposit an amount of initial margin that is based on the amount of new order (“Initial Margin”).
The applicable rate for this Initial Margin requirement shall be specified by FXONLINE.


(2) Maintenance Margin
Under FXONLINE Transactions, the effective margin balance shall be reduced by the amount of
CLIENT’s unrealized losses in relation to its outstanding Position (“Available Margin Balance”).
CLIENT shall be required to keep the Available Margin Balance at equal to or more than the required
margin (the “Maintenance Margin”) relating to the amount of such outstanding Position until such
Position is settled. The applicable rate for this Maintenance Margin requirement shall be specified by
FXONLINE.


Article 15:        Release from Trading Account


(1)      When the amount of margin held by FXONLINE exceeds the Maintenance Margin Amount
         required for any open position and if CLIENT requests release of all or part of the said
         excess amount, FXONLINE shall return the requested amount to an account in CLIENT’S
         name within three, or in case of foreign currency accounts, six business days (excluding
         national holidays in Japan and those in the transaction currency country).
(2)      In the event that an amount is incorrectly entered into the transaction account, CLIENT shall
         not withdraw said amount.


Article 16:        Forced Settlement


(1)      If necessary in order to keep the Available Margin Balance above the Maintenance Margin as
         provided for under Article 14(2) of this Agreement, FXONLINE may, at its discretion,
         forcibly settle CLIENT’s open positions, in whole or in part. In such case, CLIENT agrees
         that FXONLINE may do so in its discretion and undertakes that CLIENT shall not object.


(2)      For the purpose of the preceding paragraph, if there is more than one FXONLINE
         Transaction available for closing, FXONLINE will select trades for closing at its own
         discretion.


(3)      When the position is closed pursuant to paragraph (1) or (2), profit or loss will be calculated
         at the contract price. In the event that a loss is incurred due to the settlement, such loss shall
         be subtracted from the balance outstanding in the trading account. In the event that profit is
         made, such amount shall be added to the trading account as deposit.


(4)      When FXONLINE closes CLIENT’S open positions pursuant to paragraphs (1) and (2)
         hereof, CLIENT shall be notified of the details thereof within the trading platform and Client
         account statement.
Article 17:         Payment of Liabilities by Margin, etc.


All monies CLIENT has entrusted to FXONLINE, including but not limited to Initial Margin,
additional margin, FXONLINE Transaction profits and other monies in the Trading Account, shall be
common collateral for all liabilities CLIENT may owe to FXONLINE in respect of FXONLINE
Transactions.


Article 18:         Events of Default


(1)      If any of the following events occur to CLIENT, all liabilities of CLIENT to FXONLINE in
         respect of FXONLINE Transactions shall immediately become due and payable without
         notice or demand from FXONLINE and CLIENT shall pay such liabilities forthwith. If
         FXONLINE becomes aware of the occurrence of any of the following Events of Default then,
         on and after the date that it became so aware, FXONLINE shall not conduct Rollover of
         existing transactions of such defaulting CLIENT:


        (a)     an application or petition is filed for commencement of bankruptcy, rehabilitation,
                reorganization or special liquidation, or other insolvency proceedings is filed;


        (b)     a clearing house takes procedures for suspension in respect of CLIENT;


        (c)     order or notice of provisional attachment, provisional disposition or attachment is
                dispatched in respect of any credit which FXONLINE has to CLIENT;


        (d)     an event analogous in foreign laws or regulations to any of the foregoing events occurs;


        (e)     whereabouts of CLIENT become unknown; or


        (f)     it becomes difficult for CLIENT to continue FXONLINE Transaction due to death or
                breakdown of CLIENT.


(2)      If any of the following events occurs to CLIENT, all liabilities of CLIENT to FXONLINE in
         respect of FXONLINE Transactions shall immediately become due and payable upon receipt
         of notice from FXONLINE and CLIENT shall pay such liabilities forthwith. If, based on this
         provision, FXONLINE is notified of the occurrence of any of the following Events of Default
         by the CLIENT then, on and after the date of such notification, FXONLINE shall not conduct
         Rollover of existing transactions of such defaulting CLIENT:
        (a)   CLIENT fails to pay any of the obligations in respect of FXONLINE Transactions;


        (b)   CLIENT defaults this Agreement or any other contract with FXONLINE;


        (c)   It becomes clear that, when establishing of the transaction account, the CLIENT had
              provided information to FXONLINE that contained serious error or falsehood; or


        (d)   in addition to the foregoing, any such event that makes it necessary for FXONLINE to
              take measures to preserve its claims.


Article 19:        Netting


If CLIENT is required to pay liabilities hereunder forthwith due to events of default, termination of
this Agreement or any other reason, FXONLINE may set-off such liabilities of CLIENT against the
obligations of FXONLINE to CLIENT in respect of the deposit held in the Trading Account,
regardless of whether before or after the due date of such deposit.


Article 20:        General Exculpation


Neither FXONLINE nor its directors, officers, employees or agents shall be liable for any direct or
indirect losses, damages, costs or expenses incurred or suffered by CLIENT under this Agreement
(including any FXONLINE Transaction and refusal by FXONLINE to enter into a proposed
FXONLINE Transaction) except as arising directly from gross negligence, willful default or fraud of
FXONLINE or its directors, officers, employees or agents.
The scope of FXONLINE’s obligations to compensate for damages under this Agreement shall be
limited to damages caused directly from intentional fault or negligence of FXONLINE, and in no
circumstances shall FXONLINE have any liability for consequential damages or special damages.


Article 21:        Notices and documents dispatched


Notices required to be given by FXONLINE to CLIENT under this Agreement and each of
below-listed notices may be sent via email, displayed on the FXONLINE website or given via other
electronic means, as provided in the laws and regulations:


(1)      Changes in the amount of Initial Margin for CLIENT’s FXONLINE Transaction and other
         important details regarding CLIENT’s FXONLINE Transactions; and


(2)      Trading Account, trading report and buy/sell account.
Article 22:         Effect of notice


If notice from FXONLINE regarding FXONLINE Transactions and addressed to the email address,
home address or work address submitted by the CLIENT does not arrive on time, or fails to arrive due
to change of email address, relocation, disappearance or other reason attributable to the CLIENT, the
notice is deemed to have arrived at the time that such notice would normally arrive.


Article 23:         Changes in notified details


If there is a change in notified details, including but not limited to name, personal or corporate seal,
email address, home address or office address, CLIENT shall notify FXONLINE immediately by the
means FXONLINE shall specify separately.


Article 24:         Exemption


FXONLINE shall not be liable for the losses incurred in any of the following events:


(1)      losses incurred directly or indirectly by CLIENT for a reason not attributable to its fault,
         including but not limited to suspension or regulation of foreign exchange markets by
         government or other authorities, acts of God, war, strikes, malfunction or failure of
         communication equipment or facilities;


(2)      damages caused in the event that FXONLINE accepts seal impression or signature on a
         prescribed document as the same as CLIENT’s seal impression or signature notified by
         CLIENT and executes transfer of monies and other transactions;


(3)      damages caused by failure, malfunction or other trouble of hardware or software of
         computers used by FXONLINE, CLIENT, person related to foreign exchange market or other
         third party; or


(4)      damages caused by CLIENT’s typographical or input error, and in the case that CLIENT
         execute transactions by wireless communication equipment, damages caused by failure of
         appropriate acceptance of order by FXONLINE due to software or hardware trouble, radio
         trouble or cut off of wireless connection.


Article 25:         Prohibition of transfer of credit


CLIENT’s credit to FXONLINE arising from FXONLINE Transactions may not be transferred or
pledged to a third party.
Article 26:         Charges


CLIENT shall pay, forthwith upon demand, charges, fees and commissions under this Agreement or as
otherwise notified to CLIENT in advance, and all taxes (other than taxes payable by FXONLINE on
its profits and gains), duties (including stamp duties), money transfer charges, and levies in respect of
FXONLINE Transactions and all charges, fees and expenses of nominees and custodians in connection
with the holding of CLIENT’s investments (collectively, “Charges”). Such Charges will normally be
deducted in full by FXONLINE, with or without notice to CLIENT, from CLIENT’s Trading Account
at any time after FXONLINE acts on the relevant instructions, exercises the relevant rights or makes
the relevant payments. The foregoing is without prejudice to FXONLINE’s rights under Articles 17
and 19.


Article 27:         Collection of outstanding debt


If the balance of the Trading Account of CLIENT is insufficient for the payment of liabilities in
respect of FXONLINE Transaction, CLIENT shall pay the amount of shortfall to FXONLINE in cash
by 3pm on the next business day. If CLIENT fails to pay the amount calculated by FXONLINE by
3pm on the next business day, FXONLINE may charge CLIENT late fees calculated at maximum 14%
per annum for such unpaid amount. Interest shall be calculated on a daily basis and shall be due and
payable by CLIENT as a separate debt.


Article 28:         Report documentation and submission


(1)       CLIENT agrees that, if so required by Japanese law, FXONLINE shall report to the Japanese
          government authorities details of CLIENT’s FXONLINE Transactions. In such case,
          CLIENT shall cooperate with FXONLINE at its instruction in making such a report.


(2)       FXONLINE shall not be held liable for any damage caused by the documentation and
          submission of reports pursuant to the preceding paragraph.


Article 29:         Compulsory measures and termination


(1)       Compulsory measures: On the occurrence of any of the events listed in article 18 (1) or (2)
          above, or when it is reasonably determined that CLIENT has not performed (or may not be
          able or willing in the future to perform) any of his/her obligations to FXONLINE, or when it
          is determined that the CLIENT has conducted a transaction by improper or unfair means,
          FXONLINE shall be entitled without prior notice to CLIENT to take the following actions:
        (a)   Suspend all FXONLINE Transactions of CLIENT and terminate this Agreement. In
              such case, all of the existing Positions shall be forcibly settled at that time;


        (b)   Void certain FXONLINE transactions that it is determined were improper or unfair; and


        (c)   Whatever action is necessary in order recover, mitigate or avoid damages to
              FXONLINE by the actions (including omissions) of CLIENT.



(2)      Termination by notice: Unless required by applicable laws and regulations, either party may
         terminate this Agreement (and the relationship between FXONLINE and CLIENT) by giving
         written notice of termination to the other party. Further, if it is discovered that CLIENT is an
         Anti-Social Group; or if CLIENT makes threatening behavior or uses violence in connection
         with transactions with FXONLINE, or damages FXONLINE’s reputation or disrupts
         FXONLINE’s business by spreading false information, using fraudulent means or exercising
         force, or there are any other justifying events similar to the above, FXONLINE may terminate
         this Agreement (and the relationship between FXONLINE and CLIENT) by giving written
         notice of termination to CLIENT. Upon terminating this Agreement, all amounts payable by
         CLIENT to FXONLINE will become immediately due and payable including (but without
         limitation):


        (a)   all outstanding fees, charges and commissions;


        (b)   any dealing expenses incurred in terminating this Agreement; and


        (c)   any losses and expenses realized in closing out any transactions or settling or
              concluding outstanding obligations incurred by FXONLINE on CLIENT’s behalf.


(3)      Existing rights and duties: Termination by notice under the preceding section shall not affect
         then outstanding rights and obligations stipulated in this Agreement and in relation to
         FXONLINE Transactions which shall continue to be governed by this Agreement and the
         terms agreed between the parties on such FXONLINE Transactions until all obligations have
         been fully performed.


Article 30:        Amendment


If FXONLINE intends to modify a provision of this Agreement, it shall provide CLIENT with the
proposed change, setting a period in which to respond. If CLIENT does not object to the proposal
within the specified period or CLIENT makes a new FXONLINE Transaction subsequent to said
proposal, CLIENT shall be deemed to have agreed to such amendment at the time.


Article 31:        Dispute resolution and applicable law


In the event of any dispute arising out of this Agreement concerning FXONLINE Transactions
between FXONLINE and CLIENT or CLIENT’s use of the trading service, the parties will make
efforts in good faith to resolve that dispute. In the event that litigation cannot be avoided, the Tokyo
District Court will have jurisdiction and this Agreement and the Rules (set out in Appendix A) shall be
governed by and interpreted in terms of the laws of Japan.


Article 32:        Contract requirements and execution


CLIENT accepts that he/she may conduct FXONLINE Transactions on the condition that CLIENT is
bound by this Agreement, representing that CLIENT has read and agrees to the provisions herein.
FXONLINE accepts such representation. CLIENT confirms that he/she is bound by this Agreement in
his/her judgement and on his/her responsibility.



Article 33:        Recording of calls


FXONLINE may record telephone conversations without a warning tone to ensure that the material
terms of the FXONLINE Transaction, and any other material information relating to the FXONLINE
Transaction are promptly and accurately recorded. Such records shall be FXONLINE’s sole property
and accepted by CLIENT as evidence of the orders or instructions given.


Article 34:        Indemnity


CLIENT shall pay to FXONLINE such sums as FXONLINE may from time to time require in or
towards satisfaction of any debit on any of CLIENT’S accounts with FXONLINE and, on a full
indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and
levies which FXONLINE may incur or be subjected to with respect to any of CLIENT’s accounts or
any FXONLINE Transaction or any matching transaction on an exchange or with an intermediate
broker or as a result of any misrepresentation by CLIENT or any violation by CLIENT of his/her
obligations under this Agreement (including any FXONLINE Transaction) or by the enforcement of
FXONLINE’s rights.


Article 35:        Joint and several liability


If CLIENT is a partnership, or otherwise comprises more than one person, CLIENT’s liability under
this Agreement shall be joint and several with such persons. In the event of death, bankruptcy,
winding-up or dissolution of any one or more of such persons, then (but without prejudice to the above
or to FXONLINE’s rights in respect of such persons and their successors) the obligations and rights of
all other such persons under this Agreement shall continue in full force and effect.


Article 36:        No Advice


(1)      Execution only: FXONLINE deals on an execution only basis and does not advise on the
         merits of particular FXONLINE Transactions, their tax consequences or the composition of
         any account. Furthermore, while FXONLINE may provide trading information in the form of
         charts, news or any market commentary, it is provided solely to enable CLIENT to make
         his/her own investment decisions. FXONLINE shall not be held liable in any way for the
         accuracy or lack of the aforementioned news or commentary.


(2)      CLIENT’S own judgment and suitability:            In asking FXONLINE to enter into any
         FXONLINE Transaction, CLIENT represents that he/she has been solely responsible for
         making his/her independent appraisal and investigations into the risks of the FXONLINE
         Transaction. CLIENT represents that he/she has sufficient knowledge and experience to
         make his/her own evaluation of the merits and risks of any FXONLINE Transaction.
         FXONLINE gives CLIENT no warranty as to the suitability of the products traded under this
         Agreement and assumes no fiduciary duty in its relation with CLIENT.


Article 37:        Personal data


FXONLINE shall handle all personal data received in connection with this Agreement or the
FXONLINE Transactions in accordance with the personal data privacy policy made and published by
FXONLINE.
                                               APPENDIX A


                               FXONLINE Internet Transaction Rules


CLIENT hereby agrees that when conducting FXONLINE Internet Transactions (hereinafter
“FXONLINE Transactions”) within the FXONLINE Trading Service (hereinafter “Trading Service”)
the basic provisions shall be set forth in the Foreign Exchange Online Trading Agreement (hereinafter
“Agreement”), and further, that in regard to actual transaction, CLIENT hereby voluntarily accepts and
agrees to abide by the following Rules of FXONLINE Internet Transactions (hereinafter “Rules”).



Article 1:Conducting transactions


CLIENT shall participate in the Trading Service only under the following conditions and within the
limitations as prescribed in this Agreement.


(1)      CLIENT has thoroughly read and understood this Agreement and these Rules (Appendix A).
         CLIENT has also made an application by completing the necessary details in FXONLINE’s
         designated letter of agreement, and FXONLINE has reviewed and consented to the
         application.


(2)      The username and password for CLIENT’s use have been authorized by FXONLINE.


Article 2:Protecting the username and password


CLIENT shall take responsibility for the care of the username and password that are issued in
accordance with this Agreement. Only CLIENT shall use the username and password and CLIENT
shall not disclose, lend or transfer them to any third party. In the case that a third party is found to be
using CLIENT’s username and password to conduct FXONLINE Transactions, CLIENT agrees to
accept full responsibility for all resulting consequences.


Article 3:Extent of FXONLINE’S Trading Service


The extent of services to be provided to CLIENT by FXONLINE shall be determined by FXONLINE
and provided in the Agreement. The Agreement, Rules (Appendix A), or services provided thereunder
may be altered, cancelled, or added to without giving CLIENT prior notice of the same.


Article 4:Equipment and Internet connectivity
FXONLINE shall provide the Trading Service to CLIENT online via an Internet connection.
Accordingly, in the event that CLIENT does use FXONLINE’s Trading Service, CLIENT shall be
responsible for provision of a telecommunication line for connection of a computer terminal, modem
(and other such equipment), and software programs that are suitable for participating in the Trading
Service, as well as any related Internet Service Provider account contract.


Article 5:Period of usage


CLIENT agrees to FXONLINE determining the period for which CLIENT may use the Trading
Service. Furthermore, CLIENT agrees that FXONLINE may change the period without prior notice.


Article 6:FXONLINE Transaction type


The type of transactions or orders that CLIENT may lodge using this Trading Service shall be limited
to those transactions set out below:


(1)          Spot foreign exchange margin trading


Article 7:Volume of transactions


FXONLINE shall determine the volume of transactions that CLIENT may conduct using this Trading
Service. FXONLINE may require CLIENT to limit the number of open positions which CLIENT may
have with FXONLINE at any time and FXONLINE may in its sole discretion close out any one or
more FXONLINE Transactions in order to ensure that such position limit is kept.


Article 8:Acceptance of FXONLINE Transaction orders


FXONLINE shall only accept buy/sell orders that have been correctly lodged in accordance with the
procedures stipulated in this Agreement and these Rules. CLIENT shall be responsible for correctly
entering all required information on making said buy/sell orders.


Article 9:            Validity of orders period


Other than non-limit orders, orders made using the Trading Service shall remain valid according to the
following schedule.


(1)          DAY Order : From the time that a client lodges an order to next 5PM New York time (at
Tokyo time, 7AM in usual and 6AM when summer time is going on in New York)
(2)      GTC (Good Till Cancel) Order: From the time that CLIENT lodges an order until such time
         as CLIENT cancels that order.


Article 10:        Cancellation and alteration of orders


(1)      Any buy/sell order that CLIENT lodges using the Trading Service may be cancelled or
         altered via the Trading Service as long as that order has not yet been concluded.


Article 11:        Execution of orders


(1)      When CLIENT lodges a buy/sell order using the Trading Service, the order will be deemed
         executed only upon electronic confirmation via the Trading Service system or by
         confirmation by telephone from a qualified member of staff.


(2)      FXONLINE shall not bear any responsibility for buy/sell orders that are concluded due to
         CLIENT error.


(3)      CLIENT agrees that FXONLINE does not owe the duty of best execution.


Article 12:        Non-conclusion of orders


FXONLINE shall not execute CLIENT’s FXONLINE Transactions if it is impossible or difficult for
FXONLINE to conduct cover transactions against CLIENT’s new order, due to low liquidity of
ordered currency or any other condition of such currency market.
FXONLINE shall not be liable for any damages incurred in the non-execution of said FXONLINE
Transactions.



Article 13:        Confirmation of conclusion of buy/sell orders


CLIENT accepts that he/she shall confirm whether a buy/sell order that CLIENT has lodged has been
concluded or is not yet executed, by using the Trading Service screen.



Article 14:        Trading Service orders and FXONLINE Transactions


(1)      CLIENT shall execute FXONLINE Transactions and maintain his/her Trading Account with
         sufficient Initial Margin and in accordance with other regulations stipulated in this
         Agreement and these Rules.
(2)      When CLIENT conducts trades in currencies using the Trading Service, such FXONLINE
         Transactions shall only be permitted from the time that CLIENT’s remittance to the
         designated financial institution has been confirmed by FXONLINE.


(3)      In principle, FXONLINE shall follow CLIENT’s instructions regarding execution of
         FXONLINE Transactions. However, this shall not apply in the event that FXONLINE is
         unable to meet CLIENT’s request due to the deadline set by a financial institution or other
         similar reasons.


Article 15:       Means of contact


Unless there is special agreement between FXONLINE and CLIENT, instructions and notices in
relation to this transaction shall be made only through the FXONLINE’s internet trading system.


Article 16:       FXONLINE Transaction requests and inquiries by telephone, etc.


Except in a situation in which emergency contact with FXONLINE is unavoidable, CLIENT agrees
that in principle, FXONLINE shall not accept any kind of inquiry, including requests for information
regarding foreign exchange market prices, CLIENT’s Trading Account, etc. by telephone or similar
means while CLIENT is able to use the regular online Trading Service.


Article 17:       Reception hours for inquiries


Inquiries regarding service details and the Trading Service may be made between Monday 6AM and
Saturday 6AM (Tokyo time)or as stipulated on the FXONLINE website.



Article 18:       System breakdown


 In the event of a system breakdown, FXONLINE shall notify of such via its website (system report
         page). In the event that FXONLINE needs to contact CLIENT in particular, contact shall be
         made via the contact details notified in writing in advance to FXONLINE.



Article 19:       Disclaimer


FXONLINE shall have no liability for any loss that CLIENT incurs due to any of the following events:
(1)       loss is incurred due to a position close following CLIENT’s stop-loss order.


(2)       loss is incurred due to some impediment caused by breakdown of CLIENT’s computer
          terminal, or other equipment, or telecommunication line.


(3)       loss is incurred due to interruption of communication with FXONLINE due to a
          telecommunication line failure, which is not FXONLINE’s fault.


(4)       loss is incurred due to CLIENT’s breach of Article 2 of these Rules.


Article 20:        Limitation and cancellation of Trading Service usage


FXONLINE may limit or cancel CLIENT’S usage of the Trading Service in any of the following
events:


(1)       The balance of CLIENT’s margin available has reached zero.


(2)       CLIENT closes his/her transaction account with FXONLINE.


(3)       CLIENT contravenes any provision of this Agreement or these Rules, or FXONLINE judges
          that CLIENT is not suitable for engaging in FXONLINE Transactions.


(4)       FXONLINE ceases to operate the Trading Service.


Article 21:        Prohibition against Trading Service usage


FXONLINE may prohibit CLIENT from using the Trading Service if FXONLINE judges that it is not
suitable for CLIENT to use the same.


Article 22:        Alteration of services


In normal circumstances, FXONLINE shall post on the website any changes to the Trading Service,
including changes, cancellations and additions to the range and details of services such as the amount
of margin, currency units, available transaction methods, and usage period. However, in some
circumstances, CLIENT may be notified of such alterations by email as well.


Article 23:        Revision and approval of this Agreement and these Rules


(1)       This Agreement and these Rules may be altered from time to time when changes in the
         statutes arise, the regulatory authorities give such instructions, or some other need for
         alteration arises.


(2)      In the event that this Agreement and these Rules are altered, FXONLINE shall give notice of
         such alteration without delay by email.


(3)      Any FXONLINE Transaction that CLIENT enters after notice of such alteration is given
         shall be deemed acknowledgment of any such alteration or revision of the regulations.


(4)      FXONLINE shall make the full text of the latest version of this Agreement and these Rules
         available for inspection at all times.


Article 24:        Stop-loss


(1)      In the event that CLIENT’s position is deemed to be covered by the stop-loss rules as
         stipulated by FXONLINE, FXONLINE may effect a counter trade on CLIENT’s behalf
         without giving CLIENT prior notice.


(2)      FXONLINE shall bear no responsibility for losses that might be incurred beyond the set
         price range as a result of any such counter trade as mentioned in the preceding paragraph.


(3)      FXONLINE may alter the stop-loss rules in its discretion.


Article 25:        Provision of transaction balance report and other documents


(1)      FXONLINE shall provide reports on the details of CLIENT’s transactions on the CLIENT’s
         transaction screen. However, FXONLINE shall only send an electronic copy of CLIENT’s
         trading report or balance statement by email if requested by CLIENT.


(2)      CLIENT shall promptly contact FXONLINE if CLIENT has any queries about the details of
         such report.


Article 26:        Personal use of acquired information


CLIENT shall use any information that CLIENT obtains through use of FXONLINE’s system, such as
news or numerical values, only for the purposes of CLIENT’s own transactions. CLIENT shall not
redistribute such information, use it for business purposes, or provide such information to any third
party: CLIENT shall use the system for no other purpose than CLIENT’S own individual use.
END


DISCLAIMER: THIS IS A TRANSLATION OF THE ORIGINAL JAPANESE TEXT. EVERY EFFORT HAS
BEEN MADE TO ENSURE THE ACCURACY OF THIS TRANSLATION, WHICH IS PROVIDED FOR
INFORMATION PURPOSES ONLY. PLEASE NOTE THAT ONLY THE ORIGINAL JAPANESE TEXT IS
LEGALLY BINDING AND EFFECTIVE. NO WARRANTY IS MADE AS TO THE ACCURACY OF THIS
TRANSLATION AND FXONLINE JAPAN LTD. ASSUMES NO LIABILITY WITH RESPECT THERETO.
IN THE EVENT OF DISPUTE DUE TO ERROR OR OMISSION IN THIS TRANSLATION, THE ORIGINAL
JAPANESE TEXT SHALL PREVAIL. IN NO CIRCUMSTANCES SHALL THIS TRANSLATION BE USED
FOR THE PURPOSES OF CONSTRUCTION OR INTERPRETATION OF THE ORIGINAL JAPANESE TEXT.




                       Agreement Concerning Handling of Personal Information


The Applicant shall, before participating in foreign exchange margin transactions with FXOnline
Japan Co., Ltd. (hereinafter called the “Company”), agree on the provisions below concerning
handling of the personal information of the Applicant submitted or notified to the Company. This
Agreement is witnessed by the Applicant’s checking the “Agreement Concerning Handling of Personal
Information” at the bottom of the “Confirmation of and Application for Financial Futures
Transactions” with a checkbox to be separately submitted by the Applicant to the Company, and
signing the application form.


                                              WITNESSETH:


Article 1. (Collection and Use of Personal Information)
The Applicant agree that the Company may collect the information indicated below (hereinafter called
“Personal Information”) required for the foreign exchange margin transaction contract (hereinafter
called the “Contract”) executed with the Company, the opening of an account and other procedures
arising from the Contract and for judgment of conditions and continuation of the Contract, and may
use it for the purposes specified in Article 2.
(1) The name, age, date of birth, address, phone number, e-mail address, employer, family
        members and other information to be entered in the application form prescribed by the
        Company (including any changed information).
(2) The fact of entering into the Contract and its contents.
(3) Status of performance of the Contract.
(4) Information on solvency such as annual income, amount of debts, account balances and
        collaterals.
(5) In addition to the above, the information that is to be collected from the Applicant as deemed
        necessary by the Company for the execution and performance of the Contract.


Article 2. (Purposes of Using Personal Information)
The Applicant agrees that the Personal Information collected under Article 1 shall be used for the
following purposes:
(1) to offer or solicit foreign exchange margin transactions and information service and services
        ancillary thereto (collectively, “Foreign Exchange Business”);
(2) to review suitability for solicitation by the Company in accordance with the Foreign Exchange
        Business;
(3) to verify the identities of the Applicant (and the persons or proxies in charge of transactions
        with the Company on behalf of corporate clients);
(4) to have internal control of the Company (in terms of regulatory compliance, treasury,
        accounting and tax or otherwise);
(5) to inform or advise on performance results and account balances concerning the Foreign
        Exchange Business provided by the Company;
(6) to perform operational and marketing activities including customers’ development;
(7) to research or develop the Foreign Exchange Business provided by or to be provided by the
        Company by using market research, data analysis or customers’ surveys; and
(8) for any other purposes in connection with the above purposes to enable the Company to
        adequately and smoothly provide the Foreign Exchange Business.


Article 3. (Disclosure of Personal Information)
The Company shall not provide Personal Information to any third party without the Applicant’s prior
consent; provided, however, that the Applicant agrees that the Company may commission an affiliate
or affiliates to handle the Personal Information within the scope of purposes specified in Article 2 and
that the Company may disclose the Personal Information when the Company receives a request from a
court, police office, tax office or other administrative agency or a self-regulatory body or otherwise in
compliance with law.


Article 4. (Privacy Policy)
The Applicant agrees that, in addition to the cases mentioned above, the Personal Information
collected under Article 1 shall be handled in accordance with the Company’s “Privacy Policy”. The
Applicant confirms that the “Privacy Polity” is always open for perusal at the Company’s website
(http://www.fxonline.co.jp/privacy.html) and that this policy may be changed as necessary.


Article 5. (Change of Rules and the Like)
If there is any material change in the contents of this Agreement or Privacy Policy, the Company shall
notify the Applicant of such contents. Unless the Applicant raises any objection to the Company within
sixty (60) days after receiving the notice, he or she shall be deemed as having agreed to such change.
Article 6. (Submission of Personal Information)
Submission of Personal Information is not mandatory. However, account may not be opened without
such submission.


Article 7. (Use of Cookies)
The Applicant agrees that the Company may use “cookies” or similar electronic tools to collect
information in order to improve the use of this Web site. If an Applicant prefers, the Applicant can set
his or her own browser to keep cookies disabled. However, it is possible that some parts of this Web
site may not function properly if the Applicant disables cookies.


Article 8. (Contact Information)
The contact information for any question regarding: this Agreement; the handling of Personal
Information or the Privacy Policy; and any request for notification of purpose for which the provided
Personal Information is used, its disclosure, modification, addition, deletion, cessation of use/removal,
and cessation of provision to third parties; and complaints is as follows:


FXOnline Japan Co., Ltd.
Client Administration
Phone: 0120-25-7734
e-mail: info@fxonline.co.jp