Welcome to our Privacy Policy page! For the purposes of this Privacy Statement, MANNING CAPITAL FOREIGN EXCHANGE INC. is the Data Controller. When you use our web site services and other services we may offer, you trust us with your information. This Privacy Policy is meant to help you understand what data we collect, why we it, and what we do with it. When you share information with us, we can make our services even better for you. As you use our services, we want you to be clear how we're using information. This is important; we hope you will take time to read it carefully. We've tried to keep it as simple as possible. We collect, use and disclose your personal information only as permitted under the law. This Privacy Policy may be amended from time to time. The current version will always be available to you on our website, www.mcapfx.com.

Scope

This policy details how MANNING CAPITAL FOREIGN EXCHANGE INC. (“MCAP FX”, “we”, “our”) collects, uses and discloses your personal information. “Personal information” is defined as any information about an identifiable individual and may be stored in any format. This policy applies to the collection, use and disclosure of personal information of our clients that we deal with in Canada (“you” and “your”). We regularly monitor our security measures and procedures to ensure that they are effective and properly administered. Our Privacy Officer is accountable for overseeing compliance with this Privacy Policy, PIPEDA and any other applicable privacy legislation. We sometimes use outside companies, called third parties, to help us provide the product or service you request. Regardless of the location of these third parties, MCAP FX requires these third parties to meet or exceed the privacy principles in compliance with Canadian privacy legislation.

Security

We maintain administrative, technical and physical safeguards to protect against loss, misuse or unauthorized access, disclosure, alteration or destruction of the personal information you provide to us.

We only collect personal information about you which is necessary to fulfill our contractual obligations with your or your employer and to pursue MCAP FX legitimate business interests.

We may collect the following personal information directly from you, from other financial institutions, from government agencies, from credit bureaus or from references that you have provided to us. The personal identifying information we collect on individuals, either as account holders themselves or those that are authorized signatories or users, including directors and beneficial owners to the businesses that are our clients. Information recorded may include: name, address, telephone number, date of birth and other identifying information to complete a transaction and as required by law or regulation, specifically to be able to offer you the products and services agreed to:

• Professional contact data: This is data that you or your employer may provide to us and includes your name and professional contact details
• Professional profile data: This is data that you may provide to us about your job role, function, business focus
• MCAP FX relationship data: This is data we obtain from our interactions with you, and may include details of the calls you have made to our help desk, visits made to you by our staff, MCAP FX marketing materials you have received, your email communication with our staff, data about your preferred activities for marketing events or the MCAP FX events you have attended
• Credit check data: If you are subscribing to our professional financial and media products whether as an individual or corporation, we may conduct a credit reference check where applicable local law permits us to do so to verify your creditworthiness and identity
• Product usage data: This is data we obtain about your usage of our professional financial and media products and may include when and which products you have used and the content and functionality you have used in those products so that we deliver to you the requested products and services and to process your payments
• System Test data: This is data we obtain about your software, hardware and connectivity environment to enable us to support the products, as well as any non-MCAP FX products you may use
• Publicly available information: This may include data we obtain from directories, websites, public records or media sources
• Referrals: This is data we may obtain about you from other MCAP FX companies or through a MCAP FX website or other MCAP FX clients
• Subscription data: This is data we obtain from our interactions with you and may include the products or data sets to which you subscribe or which you are enabled to access
• Surveys, competitions, prize draws: This is data you may provide when you participate in our competitions, prize draws or surveys
• Compilations of personal information: This is data we may obtain about you from MCAP FX affiliates or third parties and may include conference lists, directories or other lists
• Cookies: Cookies are bits of software that are placed on your computer's hard drive when you visit certain MCAP FX financial and media products. We use cookies to help us identify product features in which you may have the greatest interest. Cookies may enhance your online experience by saving your preferences while you are using a particular product. Most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Please note, however, that without cookies you may not be able to take full advantage of all the product features. In some circumstances you will not be able to use our products if you disable the cookies, as they are integral to the way the product operates
• Internet Traffic Data: If you use our products or services we also gather information about your use of these, such as general types of data accessed, times and volume of use of the services and traffic data. Traffic data includes logs, details of networks, data and systems accessed, details of the sender and recipients of messages sent over our services, times and location of log on or access, duration of sessions, clickstream and similar usage or system data. The above mentioned information about data traffic refers in most cases to an individual user

We may use the personal information you provide us for the purpose of fulfilling our contractual obligations with your or your employer. Specifically, we may use your personal information as follows:

• Administration: We may use the personal information we collect about you to provide our products and services to you and to assist you in your use of our products. This may include setting up your access to a product, providing assistance or training for your use of the product, alerting you to product changes or maintenance periods and invoicing you or your employer for your use of the product

We may also use the personal information you provide us for the purposes of pursuing MCAP FX legitimate business interests. Specifically, we may use your personal information as follows:

• Product/Service development, testing and improvement: We may use the personal information we collect about you to develop, test and improve our products. Where we use your personal information in this way we have a policy of anonymizing the information where possible. We may also ask you to participate in surveys to improve our products and service delivery to you. Our surveys allow for customers to remain anonymous. Personal information obtained in our surveys may also be combined in an aggregate form. We use the data obtained through our surveys to plan and implement developments of, and enhancements to, our products, product ranges and areas of customer service
• Marketing: We may use personal information we collect about you to contact you by email, post, telephone, mobile and SMS with information about MCAP FX, the products you use, MCAP FX products similar to those you use and events that might be of interest to you or your organization. You may ask us to refrain from sending you marketing messages in the "Your Choices" section of this Privacy Statement

In specified countries* if you use our products in the course of your employment, MCAP FX will only send you unsolicited marketing by email if your employer has given its consent for you to receive that marketing, or if your employer has allowed MCAP FX to contact you directly and gain your consent to receive that marketing.

* Germany

Retaining Your Information

MCAP FX will retain personal information as long as is necessary to fulfill the identified purposes, or as required by law. The retention periods for certain information may vary depending on the legal requirements for that information.

When personal information is no longer needed, the information will be destroyed in accordance with the retention periods set out in policy or legislation. We will use care in the disposal, destruction, or de-identification of personal information to prevent unauthorized parties from gaining access to personal information.

Accuracy and Access of Your Information

MCAP FX will make reasonable efforts to ensure that the personal information you provide to us remains as accurate, complete and current as possible for the purpose for which it was collected. In some instances, we ask for your assistance in keeping your information up to date, such as in the case of your address and telephone number. From time to time, we may be required to update your personal information to comply with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations.

Keeping your information accurate and current will help us provide you the best possible service. Clients may request correction to their personal information in order to ensure its accuracy and completeness. A request to correct personal information must be made in writing and must provide sufficient detail to identify the personal information and the correction being sought.

MCAP FX will provide you with access to your personal information except where we are prohibited by law from doing so, or are permitted by law to restrict your access and have legitimate reasons for doing so.

There have been some very important changes governing the regulation of over-the-counter (“OTC”) derivatives in Canada. These changes may require you to take action prior to commencing your trading relationship with MCAP FX.

Commencing from October 31, 2014, OTC derivative trades (e.g. forward contracts, options, swaps or other similar types of contract with its value derived from an underlying security or rates, hence the name Derivatives) involving a “local counterparty” in most Canadian provinces including Alberta, Ontario, Manitoba or Quebec must be reported to an approved trade repository such as the DTCC or CME CTR. Such trade repositories maintain all such information and will make it available to the securities regulatory authorities in Canada upon request.

Any “local counterparty” in any Canadian province will be affected, as well as any entity trading with these local counterparties. A “local counterparty” with respect to a province is any:

• Person or company, other than an individual, organized under the laws of that province or that has its head office or principal place of business in that province
• affiliate of a person or company described in the point above, where such person or company is responsible for the liabilities of that affiliated party or
• entity registered in that province as a derivatives dealer or in an alternative category as a consequence of trading in derivatives

Note that an entity can be a local counterparty in more than one jurisdiction. For example, if a corporation is incorporated in Alberta but has its head office in Quebec it will be a local counterparty in both Alberta and Quebec.

For trades between an end user and a derivatives dealer, the derivatives dealer has the obligation to report the trade. As MCAP FX expects to be considered a derivatives dealer, certain information is required from its clients to facilitate trade reporting which includes your jurisdiction of operations, incorporation and where you head office is located. In addition, you are required to provide your Legal Entity Identifier or LEI each time a trade is transacted. An LEI is a 20 digit code used to identify the parties to a trade that must be included on trade reports required to be reported by MCAP FX. It is your responsibility to obtain an LEI. To obtain an LEI, go to any approved LEI provider, such as the Global Markets Entity Identifier (“GMEI”) (https://www.gmeiutility.org). It may take several days to obtain an LEI, and it costs $200 (USD) for issuance and $100 (USD) annually for maintenance (fees subject to change). For further information on this process please visit the FAQ section of the GMEI website.

Please take the above steps as soon as possible, as an LEI will be required prior to commencing any trading activity with MCAP FX.

Note that this document is provided for general information and not as legal advice. If you have questions, please contact your MCAP FX representative.

1.1 By completing and signing the document provided by Manning Capital Foreign Exchange Inc. (hereafter referred to collectively as “MCAP FX”) entitled “MCAP FX - Account Application - Business” form (the “Application”) or “MCAP FX - Account Application - Individual” form (the “Application”), the Customer shall be bound by these Master Terms and Conditions. For the purposes of these Master Terms and Conditions, “Customer” shall mean the entity identified on the first page of the Application in the box entitled “Applicant Legal Name”.

2.1 These Master Terms and Conditions apply to all Transactions entered into between the Customer and MCAP FX. Such Transactions and all related contracts or agreements between the Customer and MCAP FX will at all times be subject to the provisions of these Master Terms and Conditions, except to the extent modified expressly and clearly by the specific provisions of a Transaction.

3.1 The services offered by MCAP FX to the Customer (the “Services”) may include: i) Foreign Exchange Spot Transactions, ii) international Wire Transfers and global automated clearing house (“ACH”) transfers, iii) foreign exchange Forward Contracts and Option Contracts, iv) foreign currency drafts and cheques. Any or all of the Services offered may be modified or discontinued by MCAP FX at any time and without advance notice, and MCAP FX shall not be liable to the Customer for any loss resulting from such modification or discontinuance. Such modification or discontinuance by MCAP FX of Services shall not affect any existing Transaction between the Customer and MCAP FX.

4.1 The Customer hereby represents and warrants to MCAP FX that:

• it has the authority and legal capacity to enter into this Agreement and to carry out all of its obligations hereunder including any of its obligations under any Foreign Exchange Transaction it may enter into pursuant to this Agreement;
• the execution of this Agreement by the Customer and the performance of the Customer’s obligations under this Agreement will not violate any statute, regulation or by-law, nor will such execution and performance violate the terms of any constating documents, including articles, by-laws and other organizational documents of the Customer, or any agreement which is binding upon the Customer;
• it is entering into this Agreement as principal and not on behalf of any third party or beneficial purchaser;
• it is in compliance with all terms of this Agreement, and is not engaged in any practices or procedures that may constitute a violation of any provision of this Agreement;
• it is entering into this Agreement and any Transactions contemplated by this Agreement for the purpose of Hedging, and not for the purpose of Speculation or investment;
• it is exercising its own business judgement when entering into all Transactions pursuant to this Agreement, and is not entering into this Agreement or any Transaction on the advice of MCAP FX;
• all information provided to MCAP FX by the Customer is true, correct, complete and accurate and the Customer agrees to notify MCAP FX forthwith should such information change; and
• it has received and understands the following documentation:
  1. Product Disclosure Statement
  2. Disclosure – Reporting Requirements
  3. Credit Facility Letter (to the extent the Customer will use Margin)
• all representations and warranties made by the Customer will be true at the time that the Parties enter into this Agreement and at the time that the Parties enter into any Transaction pursuant to this Agreement or any Service is provided by MCAP FX to the Customer

5.1 The following procedures shall apply with respect to the Customer’s access to the Services, and the Customer’s communication of instructions to MCAP FX:

• The Customer may provide instructions to MCAP FX by the following modes of communication: i) telephone call with the MCAP FX designated account representative, ii) facsimile transmission addressed to the MCAP FX designated account representative, iii) email sent to the MCAP FX designated account representative, iv) Short Message Service (“SMS”) (i.e. text message via a cellular phone), and v) the MCAP FX Online Ordering System (for all Transactions except Options).
• The Customer has provided on its Application a list of representatives authorized to provide such instructions and to complete any Transaction with MCAP FX, which the Customer may update by providing MCAP FX with written confirmation of same in a form acceptable to MCAP FX. MCAP FX will attempt to determine that instructions from the Customer are being provided by a Customer authorized representative before engaging in a Transaction for the Customer’s account, provided that MCAP FX shall not be liable for any losses incurred by the Customer resulting from any unauthorized representative of the Customer providing instructions to MCAP FX. The onus rests with the Customer to ensure that only its authorized representatives provide instructions to MCAP FX or enter into a Transaction with MCAP FX or use the Services.
• In order to communicate instructions to MCAP FX through an Online Ordering System the Customer will provide a password for the use of such system. The password will be required to access the Online Ordering System, to communicate instructions, and to authorize and consent to any Transactions. The Customer represents that only authorized representatives will use such Online Ordering System, and acknowledges and agrees that protection of the password is the responsibility of the Customer. MCAP FX shall be entitled to assume that anyone using the password is an authorized representative of the Customer, and shall not be responsible for any losses resulting from the use of the password by an unauthorized representative.

5.2 The following procedures shall apply with respect to the confirmation and completion of Transactions between the Customer and MCAP FX:

• In order to complete a Transaction, the Customer must clearly authorize and accept each Transaction, and MCAP FX must clearly indicate its receipt of instructions from the Customer. If the instructions are provided via telephone, such authorization and acceptance shall be provided by the Customer to MCAP FX over the telephone, and such indication of receipt shall be provided by way of MCAP FX's positive affirmation of its receipt of instructions over the telephone. If the instructions are provided via facsimile transmission, such authorization and acceptance shall be clearly indicated by the Customer in the facsimile transmission, and such indication of receipt shall be provided by MCAP FX by return email. If the instructions are provided via email, such authorization and acceptance shall be clearly indicated by the Customer in the email, and such indication of receipt shall be provided by MCAP FX by return email. If the instructions are provided via SMS (text message), such authorization and acceptance shall be clearly indicated by the Customer in the SMS, and such indication of receipt shall be provided by MCAP FX by return email. If the instructions are provided to MCAP FX through MCAP FX's Online Ordering System, such authorization and acceptance shall be clearly indicated by the Customer having sent instructions through the Online Ordering System, and such indication of receipt shall be provided by MCAP FX by email.
• The terms of each Transaction, per the instructions provided to MCAP FX by the Customer, shall be outlined in the Confirmation, which will be provided to the Customer by MCAP FX upon the completion of each Transaction. Failure to provide such Confirmation for any reason shall not invalidate any Transaction, the Confirmation being a record only of the Transaction. The records of MCAP FX (absent any manifest errors) shall constitute conclusive evidence of the terms and conditions of any Transaction.
• Once the Customer’s instructions regarding a Transaction have been accepted by MCAP FX in accordance with Section 5.2(a), the Customer shall be bound to complete the Transaction in accordance with such instructions and in accordance with these Master Terms and Conditions.
• Upon authorizing and accepting the Transaction the Customer shall forthwith make any required contractual payment to MCAP FX.

5.3 The following procedures shall apply with respect to payments made by the Customer to MCAP FX:

• The Customer may be required to pay a deposit in order to effect the Transaction, as set out in the Credit Facility Letter. The deposit may be a fixed amount, a floating Margin Deposit or a combination of the two types of deposit, as specified by MCAP FX.
• At the discretion of MCAP FX, certain Customers shall be required to maintain margins with respect to certain accounts or Transactions, as set out in the Credit Facility Letter. From time to time, MCAP FX may issue a Margin Call to such a Customer to ensure that the Customer is maintaining the appropriate deposit margin in its account. Upon the issuance of such a Margin Call, the Customer shall forthwith deposit the funds required to maintain the appropriate margin with MCAP FX. In the event that the Customer fails to either pay a deposit or respond to the Margin Call by depositing such required funds within one (1) Business Day, the Customer shall be in default under the Transaction, which shall cause a default under all pending Transactions and MCAP FX shall, at its sole discretion and without further notice and in addition to any other rights it may have herein, have the right to: i) close out the Customer’s account and terminate the contract which relates to the specific Service or Transaction; ii) terminate and close out any other pending Transaction/contract for Services with Customer; and iii) set off amounts owed to the Customer including any gains on contracts closed out (terminated) against any losses incurred and amounts then owing to MCAP FX on Transactions with Customer.
• The Customer may provide funds to MCAP FX by way of: i) Bank Draft; ii) Certified Cheque; iii) Wire Transfer; iv) ACH transfer; v) electronic funds transfer; or vi) authorizing MCAP FX to debit its account (also known as pre-authorized debit) with the Customer’s Bank or any other financial institution.
• The Customer is to ensure that any Bank account used for payments is in its own name. Should a third party make a payment to MCAP FX on behalf of Customer, Customer shall forthwith notify MCAP FX and provide MCAP FX with all information requested by MCAP FX concerning the third party, including without limitation the banking information and/or the nature of the relationship between Customer and the third party. Customer shall ensure that there are sufficient funds in its Bank account to make the payments to MCAP FX. The payment of any NSF or related fees incurred as a result of having insufficient funds to clear the payment in question shall be the responsibility of and charged to the Customer. The Customer indemnifies MCAP FX from and against any claims or losses arising out of the Customer’s misrepresentation as to the ownership of any Bank account.
• Under any circumstance in which monies are owed to MCAP FX by the Customer pursuant to this Agreement or any Transaction, MCAP FX will provide notice to the Customer of such outstanding amounts. Upon receiving such notice, the Customer shall have one (1) Business Day(unless otherwise agreed to in writing by MCAP FX) to provide such amounts to MCAP FX. Failure to provide the required amount to MCAP FX shall be a default under any and all contracts for Services and Transactions pending or in place with MCAP FX.

5.4 The following procedures shall apply with respect to the processing of Transactions between the Customer and MCAP FX:

• MCAP FX shall use commercially reasonable efforts to process Transactions on the day on which they are authorized. MCAP FX cannot guarantee that such Transactions will be processed on the day on which they are authorized, and is not responsible for the timeliness of other financial institutions in processing such Transactions. Absent gross negligence or wilful misconduct on the part of MCAP FX, MCAP FX shall not be liable for any losses suffered by the Customer resulting from a Transaction not being processed on the day on which it was authorized.
• If the Customer wishes to cancel, amend or reverse a Transaction for any reason whatsoever, the Customer must contact MCAP FX directly to do so. MCAP FX shall use commercially reasonable efforts to effect such cancellation, amendment or reversal, but cannot guarantee that such cancellation, amendment or reversal will be possible. MCAP FX shall not be responsible for any costs or losses incurred by the Customer resulting from MCAP FX's failure or inability to cancel, amend or reverse any Transaction. The Customer shall reimburse MCAP FX for any costs incurred by it as a result of MCAP FX efforts to cancel, amend or reverse a Transaction undertaken by MCAP FX on the instructions of the Customer.

5.5 The terms and conditions contained herein are hereby incorporated into each Transaction entered into between the Parties.

5.6 MCAP FX shall be entitled to cancel any Transaction where the Customer has not carried out its obligations. The Customer shall reimburse MCAP FX for any losses, costs and expenses incurred as a result of such cancellation.

5.7 MCAP FX reserves the right to refuse to provide the Services to the Customer or enter into any Transaction with the Customer at any time for any reason whatsoever.

6.1 Forward Contracts must not be entered into by a Customer with MCAP FX for the purpose of Speculation or investment. By entering into a Forward Contract with MCAP FX, the Customer is deemed to represent and warrant to MCAP FX at that time and at all times thereafter that the purpose of the Forward Contract is solely for Hedging.

6.2 MCAP FX may offer to the Customer fixed delivery date Forward Contracts or flexible delivery date Forward Contracts. Any request by a Customer for a change to a Currency delivery date once set in the Forward Contract shall be considered by MCAP FX in its sole discretion and if accepted by MCAP FX shall set a revised exchange rate applicable to the revised Forward Contract, which the Customer shall accept as a term of the revised Forward Contract.

6.3 Forward Contracts may require a Margin Deposit in an amount and on terms specified by MCAP FX which shall be stated in the Credit Facility Letter. The Margin Deposit shall be the amount specified by MCAP FX when the Forward Contract is entered into. The Margin Deposit shall be either in guaranteed funds or by a bank letter of guarantee/credit (on terms and conditions satisfactory to MCAP FX including without limitation, the issuing bank and the maturity date) and must be paid within one (1) Business Day. In the event that the Margin Deposit is not received within one (1) Business Day MCAP FX shall at its sole discretion and without further notice, have the right to i) close out the Customer’s account and terminate the contract which relates to the specific Service or Transaction; ii) terminate and close out any other pending Transaction/contract for Services with Customer; and iii) set off amounts owed to the Customer including any gains on contracts closed out (terminated) against any Losses incurred and amounts then owing to MCAP FX on Transactions with Customer. Where a Margin Deposit is placed on a floating basis for the Forward Contract, the Customer agrees to submit to MCAP FX additional deposit funds/letter of guarantee (the “Additional Margin Deposit”) when MCAP FX determines that the mark-to-market potential loss on the Forward Contract exceeds the prescribed amount established with MCAP FX in the Credit Facility Letter. MCAP FX shall determine the mark-to-market value of a Forward Contract at a given point on a daily basis on each business day based upon the Mid-Market Rate. The Customer agrees to accept and be bound by such mark-to-market value determination as made by MCAP FX.

6.4 MCAP FX shall have the right, in its sole discretion, to notify a Customer at any time that an Additional Margin Deposit is required as determined by MCAP FX in accordance with Section 6.3. The Customer agrees that upon such notification from MCAP FX, the Customer will have one (1) Business Day from notification to provide to MCAP FX the Additional Margin Deposit. The amount of the Additional Margin Deposit shall be that amount determined by MCAP FX which is sufficient to ensure that the Margin Deposit together with the Additional Margin Deposit held by MCAP FX for the particular Forward Contract on a mark-to-market value is at least the minimum prescribed amount established by MCAP FX for the Forward Contract as established in the Credit Facility Letter.

6.5 Should the Customer not: (i) complete the Forward Contract by the required Settlement Date(s), or (ii) pay to MCAP FX any Margin Deposit, including any required Additional Margin Deposit, then in that event, MCAP FX any Margin Deposit, including any required Additional Margin Deposit, then in that event, MCAP FX shall no longer be obligated to complete the Forward Contract and at MCAP FX's sole discretion, any other pending Transaction including any other Forward Contract(s) with the Customer. In addition, MCAP FX shall have the right to: (i) sell the necessary covering Currency to terminate the Forward Contract(s), (ii) charge the Customer with the damages, losses (including loss of profit), costs and expenses incurred by MCAP FX (the “Losses”), and (iii) apply the Margin Deposit, the Additional Margin Deposit and any other deposit or funds on hand then held by MCAP FX to pay the Losses. Should the Margin Deposit, the Additional Margin Deposit and any other deposit or funds on hand then held by MCAP FX not be sufficient to reimburse and indemnify MCAP FX for the Losses incurred, the Customer agrees to forthwith pay to MCAP FX any additional amount required to cover such shortfall.

6.6 If the Margin Deposit and any Additional Margin Deposit are not needed based upon the Customer performing its obligations under the Forward Contract to completion, MCAP FX agrees to return to the Customer the Margin Deposit or the amount thereof remaining that was not required.

7.1 Option Contracts must not be entered into by a Customer with MCAP FX for the purpose of Speculation or investment. By entering into an Option Contract with MCAP FX, the Customer is deemed to represent and warrant to MCAP FX at that time and at all times thereafter that the purpose of the Option Contract is solely for Hedging.

7.2 MCAP FX may offer Option Contracts comprised of any of the Options described in the Product Disclosure Statement, a copy of which the Customer has received and confirms it understands.

7.3 The Customer must indicate to MCAP FX the proposed Currency, the proposed contract amount, the type of Option it desires, the proposed option exercise (strike) price, the proposed term and the Currency in which the Customer proposes to pay any premium, if required.

7.4 MCAP FX may, at its sole discretion, require the Customer to pay a premium to spot value from the initial deal date at the time that the Option Contract is entered into or at a future time agreed to in writing between MCAP FX and the Customer. In the event that MCAP FX requires the Customer to pay a premium, the Option Contract shall not be considered in effect or binding on MCAP FX until such premium is paid.

7.5 The Customer may only exercise the Option stipulated in the Option Contract in accordance with the terms and conditions of the Option Contract by giving notice to MCAP FX of its intention to exercise said Option Contract. Exercise occurs when the Customer gives notice to MCAP FX to convert the Option Contract into the underlying foreign exchange Currency, provided that any premium due has also been received by MCAP FX. The Customer acknowledges and agrees that if the Option Contract trades at or beyond the barrier level or is “in-the-money”, MCAP FX shall have the right to convert the Option Contract into the underlying Currency on such Option Contract’s Expiry Date.

7.6 If the Option provided for in the Option Contract has been exercised in accordance with Section 7.5, then each party to such Option Contract shall pay the Currency and amount due thereunder to the other party on the Settlement Date.

7.7 The Customer may notify MCAP FX that it desires to offset or cancel an Option Contract (a “Notice of Cancellation”). MCAP FX may, in its sole discretion, agree to the request in the Notice of Cancellation provided that the Customer has paid any required premium as determined by MCAP FX and any Notice of Cancellation has been received by MCAP FX before the Expiry Time on the Expiry Date of such Option Contract. MCAP FX will evaluate the relevant closing strike rate and premium and the net difference will be charged to the Customer for immediate payment.

7.8 An Option Contract will lapse at its Expiry Date if such Option Contract has not been exercised in accordance with Section 7.5 or offset in accordance with Section 7.7.

7.9 Option contracts may require a Margin Deposit (unless waived in writing by MCAP FX in its sole discretion) in an amount and on terms specified by MCAP FX, which shall be stated in the Credit Facility Letter. The amount of the Margin Deposit shall be specified at the time that the Option Contract is entered into. The Margin Deposit shall be either in guaranteed funds or by a Bank letter of guarantee or letter of credit (on terms and conditions satisfactory to MCAP FX including without limitation, the issuing Bank and the maturity date and must be paid within one (1) Business Day. In the event that the Margin Deposit is not received within one (1) Business Day MCAP FX shall at its sole discretion and without further notice, have the right to i) close out the Customer’s account and terminate the contract which relates to the specific Service or Transaction; ii) terminate and close out any other pending Transaction/contract for Services with Customer; and iii) set off amounts owed to the Customer including any gains on contracts closed out (terminated) against any Losses incurred and amounts then owing to MCAP FX on Transactions with Customer. Where a Margin Deposit is placed on a floating basis for the Option Contract, the Customer agrees to submit to MCAP FX an Additional Margin Deposit when MCAP FX determines that the mark-to-market potential loss on the Option Contract exceeds the prescribed amount established with MCAP FX in the Credit Facility Letter. MCAP FX shall determine the mark-to-market value of an Option Contract at a given point on a daily basis based upon the Mid- Market Rate. The Customer agrees to accept and be bound by such mark-to-market value determination as made by MCAP FX.

7.10 MCAP FX shall have the right, in its sole discretion, to notify a Customer at any time that an Additional Margin Deposit is required pursuant to Section 7.9. The Customer acknowledges and agrees that upon such notification from MCAP FX, it will have one (1) Business Day from notification to provide to MCAP FX the Additional Margin Deposit. The amount of the Additional Margin Deposit shall be that amount determined by MCAP FX which is sufficient to ensure that that the Margin Deposit together with the Additional Margin Deposit held by MCAP FX for the particular Option Contract on a mark-to-market value is at least the minimum prescribed amount established by MCAP FX for the Option Contract as established in the Credit Facility Letter.

7.11 Should the Customer not: (a) complete the Option Contract as set out in the terms by the Expiry Date, or (b) pay any Margin Deposit, including any required Additional Margin Deposit, then MCAP FX shall no longer be obligated to complete the Option Contract and at its discretion, any other pending Transaction including any other Option Contract(s) with the Customer. MCAP FX shall have the right to (i) sell the necessary covering Currency to terminate the Option Contract, (ii) charge the Customer with the Losses incurred by MCAP FX, and (iii) apply the Margin Deposit or any Additional Margin Deposit and any other deposit or funds held by MCAP FX to pay the Losses. Should such amounts be insufficient to reimburse MCAP FX for the Losses, the Customer agrees to forthwith pay to MCAP FX any additional amount required to reimburse MCAP FX for the Losses.

7.12 If the Margin Deposit and any Additional Margin Deposit are not needed based upon the Customer performing its obligations under the Option Contract to completion, MCAP FX agrees to return to the Customer the Margin Deposit or the amount remaining that was not required.

8.1 For greater certainty, the Customer may only enter into a Transaction using a Forward Contract or an Option Contract for the purpose of Hedging against adverse price movements in a given Currency. The Customer may not enter into a Transaction using a Forward Contract or an Option Contract for the purpose of Speculation or investment. If MCAP FX, at its sole discretion, suspects that the Customer may be entering into a Transaction for the purpose of Speculation or investment, MCAP FX may immediately suspend Services and terminate any or all pending Transactions at the cost and expense of the Customer.

9.1 MCAP FX may hold monies of the Customer in the course of providing Services under this Agreement. The Customer acknowledges and agrees that such monies will not accrue interest while held by MCAP FX. If such funds are not required as a Margin Deposit or for the purpose of settling a contract with MCAP FX based upon a Transaction or a Service, the Customer may direct MCAP FX as to the payment or the application of the funds held by MCAP FX.

10.1 If at any time the Customer has failed to make a payment or delivery when due for a Service or pursuant to a Transaction, or is indebted to MCAP FX for any other reason, then MCAP FX may, without prior notice, apply any monies held by it on behalf of the Customer against any amount owed by the Customer to MCAP FX for any Services or Transaction entered into, against any amount owed by MCAP FX to the Customer, whether or not the amount is owed to the Customer under this Agreement or for any Transaction entered into pursuant to this Agreement.

10.2 MCAP FX may also, without prior notice, set off against any amounts owed by the Customer to MCAP FX, any amounts owed by MCAP FX to the Customer.

11.1 MCAP FX may suspend or terminate Services to the Customer at any time without notice.

11.2 Subject to Section 11.3, the Customer may terminate this Agreement at any time by providing written notice to MCAP FX.

11.3 Provided the Customer has not violated the terms of this Agreement, all Transactions which were entered into prior to termination shall be carried out in accordance with the instructions of the Customer relating to such Transactions. The Agreement shall continue until such time as all obligations of the Customer and of MCAP FX pursuant to such Transaction have been performed.

11.4 Notwithstanding Section 11.3 hereof, in the event that the Customer has violated the terms of this Agreement in any way including, but not limited to, not performing any of its obligations under any Transaction, making a misrepresentation in any of its representations and warranties under this Agreement, providing any untrue or misleading information to MCAP FX, participating in money laundering or being pursued by law enforcement and/or regulatory agencies, or becoming Bankrupt or insolvent or committing an act of Bankruptcy, MCAP FX may, at its sole discretion, withhold the Services offered by MCAP FX from the Customer and/or terminate any pending Transactions immediately by providing written notice to the Customer of the termination and of its violation of the terms of this Agreement. In the event that any Transaction is terminated based upon a Customer’s violation of any term or condition of the Transaction or this Agreement by the Customer, MCAP FX will be relieved of any and all its obligations under this Agreement to complete any pending Transaction, including its obligations under any Transaction entered into prior to such termination.

11.5 Subject to Section 11.4, within two (2) Business Days of termination, the Customer and MCAP FX shall settle all amounts due and owing under pending Transactions (including in MCAP FX's discretion, all Spot Transactions, Forward Contracts and Option Contracts) and this Agreement.

11.6 All rights and obligations under this Agreement relating to confidentiality and privacy, data and records, and limitation of liability/indemnity shall survive the termination of this Agreement and any Transaction and shall continue indefinitely.

12.1 MCAP FX will retain a record of information provided to it by the Customer, including a database of all instructions provided to it by the Customer and Confirmations issued. MCAP FX will record the Customer’s use of specific Services offered by MCAP FX. The Customer acknowledges and understands that the data and records collected by MCAP FX may be used by it for its own business purposes. All data and records collected by MCAP FX will be collected and maintained strictly in accordance with MCAP FX's own privacy policy.

12.2 The records kept by MCAP FX shall be conclusive and binding upon the Customer in the event of any dispute or legal proceeding involving the Customer, MCAP FX and any third party in the absence of clear proof that the records of MCAP FX are incorrect or incomplete.

13.1 MCAP FX will take all commercially reasonable precautions to maintain the privacy and confidentiality of all information provided to MCAP FX by the Customer, including collecting, using and disclosing all such information strictly in accordance with MCAP FX's own privacy policy. The Customer understands and acknowledges that information exchanged electronically is subject to inherent risks with respect to privacy and confidentiality, and that MCAP FX cannot assure that any particular communication between itself and the Customer will remain private and confidential. The Customer hereby indemnifies and holds MCAP FX harmless for any unintended or accidental disclosure by MCAP FX of its confidential information.

13.2 MCAP FX may disclose certain personal, private or confidential information of the Customer to employees, agents, officers or affiliates of MCAP FX for the purpose of providing the Services offered by MCAP FX. Further, MCAP FX may disclose certain personal, private or confidential information of the Customer as required by law and for the purposes of complying with all applicable legislation or legal requirements.

14.1 The Customer understands and acknowledges that data and information transmitted electronically may be subject to loss or error. MCAP FX shall not be liable to the Customer for any loss or damage suffered as a result of or in connection with any such loss or error or resulting from or in connection with any transmission failure or communication failure.

14.2 Any time information (which includes instructions) is transmitted electronically by the Customer to MCAP FX will use all commercially reasonable efforts to provide the Customer with confirmation of MCAP FX's receipt of such information. Failure to provide the Customer with a confirmation will not invalidate or cancel any Transactions entered into by the Customer and MCAP FX pursuant to the transmission of such information. Any such information transmitted by the Customer to MCAP FX will be deemed to have been duly authorized by the Customer and MCAP FX will be entitled to rely on such information.

14.3 Pursuant to applicable privacy legislation, MCAP FX is only responsible for the security and confidentiality of information under its control. MCAP FX is not liable for any loss or damage arising out of an error, transmission failure or communication failure that is outside the control of MCAP FX.

15.1 All electronic or internet-based Services offered by MCAP FX are subject to interruption, malfunction or breakdown. MCAP FX does not guarantee the offering or availability of such Services, and shall not be responsible for any losses incurred by the Customer resulting from the unavailability or malfunction of any such Services.

15.2 MCAP FX may alter, modify or terminate the Services offered by it, including any electronic or internet-based Services, at any time for any reason whatsoever. MCAP FX will provide the Customer with written notice of any upcoming alteration, modification or termination of any Services offered by it where possible. Failure to provide such notice will not result in MCAP FX being liable to the Customer for any losses or damages suffered as a result of the alteration, modification or termination of any Services offered by it.

16.1 The Customer will provide MCAP FX with all banking information reasonably required and requested by MCAP FX from time to time, including the name and contact information of the Bank at which the Customer maintains an account. The Customer authorizes and consents to MCAP FX contacting the Customer’s Bank to verify the Customer’s identity, account information, and any other information reasonably required by MCAP FX from the Customer’s Bank. The Customer further authorizes MCAP FX to take all commercially reasonable measures to confirm the Customer’s identity and confirm the Customer’s ability to meet its obligations under this Agreement and under the terms of any Transaction between the Customer and MCAP FX.

16.2 The Customer authorizes and consents to MCAP FX conducting credit assessments by contacting such credit bureau or agency as MCAP FX may determine, in its sole discretion, from time to time to allow MCAP FX to confirm the Customer’s credit worthiness.

17.1 MCAP FX will take precautions, as set out in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, to ensure that it is not participating in or assisting money laundering or terrorist financing.

17.2 MCAP FX may, at its own sole discretion, refuse to accept instructions from the Customer or refuse to carry out any Transaction if it suspects that the Transaction may breach any law or regulation, or that the Transaction may involve the proceeds of crime or unlawful conduct. The Customer agrees to provide all information reasonably required by MCAP FX in order to ensure that any Transaction does not breach any law or regulation or that any Transaction does not involve the proceeds of crime or unlawful conduct.

17.3 The Customer acknowledges and understands that law enforcement and regulatory agencies may inspect any Transaction either with the consent of MCAP FX or pursuant to applicable law. As such, any information provided to MCAP FX by the Customer may be subject to disclosure to law enforcement or regulatory agencies pursuant to such inspection. The Customer hereby consents to the disclosure of any such information, as required by law, to law enforcement and regulatory authorities.

18.1 The Customer shall be subject to the terms and conditions set out in Appendix “A”.

18.2 The Customer represents and warrants that it is not resident in or otherwise subject to the laws of any jurisdiction other than British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia, Prince Edward Island, New Brunswick or Newfoundland and Labrador.

19.1 MCAP FX will not be liable to the Customer for any losses or damages suffered under this Agreement except to the extent that such losses or damages are directly attributable to the gross negligence or wilful misconduct of MCAP FX, its officers or its employees.

19.2 MCAP FX will not be liable to the Customer for any losses or damages incurred as a result of the Customer’s use of any online platform or online ordering system, any technical difficulties associated with the communication of information, or any interruption, malfunction or lack of availability of any online platform. Further, MCAP FX will not be liable to the Customer for any losses or damages incurred as a result of any act or omission of the Customer in connection with the operation of any device that allows the Customer to access online platforms or communicate information to MCAP FX.

19.3 MCAP FX's liability to the Customer shall at all times be limited to the value of the Transaction out of which the claim arises. In no event shall MCAP FX be liable to the Customer for any economic losses or damages, nor will it be liable for any lost profits or punitive, exemplary or special damages, each of which is hereby excluded by agreement of the Customer and MCAP FX.

19.4 MCAP FX will not be liable to the Customer for any losses or damages suffered by the Customer as a result of delays in monies being received by a designated Payee.

19.5 The Customer acknowledges and understands that all representations and warranties provided by the Customer under this Agreement will be relied upon by MCAP FX. The Customer agrees to indemnify and hold harmless MCAP FX and its officers, directors, employees, securityholders and agents from and against any losses, damages or liabilities arising out of any breach of any warranty or representation of the Customer.

19.6 The Customer acknowledges and understands that anything received from or provided by MCAP FX, including but not limited to, any and all information, communications and materials, is provided for the purpose of information only, and does not constitute advice given by MCAP FX to the Customer. The Customer agrees to indemnify and hold harmless MCAP FX and its officers, directors, employees, securityholders and agents from and against any losses, damages or liabilities arising out of the Customer’s reliance on such information, absent gross negligence or wilful misconduct on the part of MCAP FX.

20.1 MCAP FX reserves the right to amend any terms of these Master Terms and Conditions or this Agreement at any time for any reason whatsoever.

20.2 Any amendments to the Master Terms and Conditions or this Agreement shall be effective upon the Customer’s receipt of notice of such amendments. The Customer’s continued use of the Services offered by MCAP FX following receipt of notice of any amendment shall constitute the Customer’s agreement and consent to any such amendment without any signature from the Customer or further action of the Customer.

21.1 In this Agreement, written notice means a notice in writing delivered by mail or courier to the address provided in this Agreement, or by facsimile to the fax number provided in this Agreement or by e-mail to the e-mail address provided in this Agreement. With respect to these Master Terms and Conditions, notice of change to these terms and conditions shall be given by posting same to the MCAP FX website which shall be effective notice from the date of posting (unless otherwise indicated) and which posting shall be sufficient notice to Customer for all Transactions entered into from that date forward.

21.2 Notice provided by mail or courier shall be deemed to have been received on the date that such notice is delivered. Notice provided by facsimile or e-mail shall be deemed to have been received on the date that such notice is sent, provided that no indication of service interruption is received by the sender at such time as the notice is provided.

21.3 Either Party to this Agreement may provide notice to the other that it wishes to change its address, fax number or email address for the purpose of receiving notices at any time.

22.1 The parties acknowledge that they have specifically requested that all correspondence, agreements and other communications between the Customer and MCAP FX be in the English language. Les Parties reconnaissent qu’elles ont spécifiquement exigé que toute correspondence, convention et toute autre communication soit effectuée dans la langue anglaise.

22.2 The Customer may not assign its interest in this Agreement without the prior written consent of MCAP FX. Where the Customer is a corporate entity, any Transaction whereby the effective voting control of the Customer changes shall be deemed to be an assignment for the purposes of this paragraph. MCAP FX may assign this Agreement without prior notice to or the consent of the Customer.

22.3 This Agreement, including all interests in any Transactions, shall enure to the benefit of MCAP FX, its successors and assigns and shall remain binding upon the Customer and its respective successors and assigns.

22.4 No delay or omission on the part of MCAP FX in exercising any of its rights under this Agreement shall be deemed to be a waiver thereof, nor shall any waiver preclude the right of MCAP FX to exercise such right in the future pursuant to the terms of this Agreement.

22.5 Headings in this Agreement are used for ease of reference only and do not form part of this Agreement.

22.6 Neither Party shall be liable for any failure or delay in the performance of any of its obligations under this Agreement which arise due to acts of God, war, terrorism, civil unrest or any other circumstances which are reasonably beyond the Party’s control, provided that insolvency, lack or funds or other financial cause for delay will not be permitted reasons for any failure or delay hereunder.

22.7 In the event any one or more of the provisions contained in this Agreement should be held to be invalid, illegal or otherwise unenforceable in any respect under the laws of any applicable jurisdiction, such provision shall only be ineffective to the extent of such invalidity, illegality or unenforceability and the remaining provisions of this Agreement shall remain in full force and effect.

22.8 Time shall be of the essence in this Agreement. Any reference to times shall refer to the local time of MCAP FX's head office in Calgary, Alberta, Canada, being MST.

22.9 This Agreement shall be construed in accordance with and governed by the laws of the Province of Alberta and the laws of Canada. All Transactions hereunder shall be deemed to have been entered into and have taken place in Canada at the head office of MCAP FX in Calgary, Alberta, Canada. The courts of Alberta shall have exclusive jurisdiction for settling disputes arising out of this Agreement and both Parties irrevocably submit to that jurisdiction.

22.10 This Agreement, except as may be supplemented by an additional agreement entered into between the Parties and the terms and conditions of each Transaction, constitutes the entire agreement between the Parties with respect to the use of the Services by the Customer.

23.1 General Information: Please read our terms of use carefully before you use our website and/or services. Any user will comply with the terms of use that are set forth by Manning Capital Foreign Exchange Inc.

By proceeding to use our website and/or services, you acknowledge your understanding and acceptance of the terms of use, disclosure statement, high risk warning and advisory warning (hereafter referred to collectively as the “terms of use”) and agree to abide to the terms of use set forth in the following. If you do not agree to the terms that are set forth, please cease to use our website and/or services immediately. Manning Capital Foreign Exchange Inc. Does not provide its services to those that disagree with its terms of use. The information and the views of Manning Capital Foreign Exchange Inc. and/or its employees and/or agents and/or affiliates (hereafter referred to collectively as the “employees”) is intended for educational purposes only.

23.2 Terms of Use: Manning Capital Foreign Exchange Inc. (hereafter referred to collectively as “MCAP FX”) and/or its employees or agents are not registered advisors and do not give investment advice. All comments are an expression of opinion only and to the extent that any communication such as emails, phone conversation, the website (not an exhaustive list) include(s) suggestions as to various possible investment strategies, which users might consider, it does so in only general terms without reference to the personal factors which should determine any user's investment decisions. Nothing contained in this service constitutes personalized investment advice nor should anything be construed in any manner whatsoever as recommendations to buy or sell a stock, ETF, option, derivatives product, futures contract, bond, commodity, foreign exchange or any other financial instrument/product (hereafter collectively referred to as “security” and/or “securities”) at any time. MCAP FX does not warrant the accuracy, completeness or timeliness of the information in this website, and any errors shall not be made the basis for any claim against MCAP FX. While MCAP FX believe their statements to be true, they always depend on the reliability of their own credible sources. Of course MCAP FX recommends that you consult with a qualified investment advisor, one licensed by appropriate regulatory agencies in your legal jurisdiction, before making any investment decisions, and barring that, MCAP FX encourages you confirm the facts on your own before making important investment commitments. This is a financial news and information service and any news, opinions, research, data, or other information contained within this website is provided as general market commentary or information and does not constitute investment or trading advice or form part of any invitation or inducement to buy or sell any security.

Any information that is provided by MCAP FX, cannot be used, posted, copied, or distributed without the permission of MCAP FX, on any other website, blog, bulletin, or third party. The use of the information is strictly for your own personal use and cannot be used in any other manner. If one does choose to use information from MCAP FX and/or its website, in a way that is restricted, the individual can be held legally liable. Additionally, users agree not to use MCAP FX' services and/or website for any unlawful reasons, modify MCAP FX’s services and/or website(s) in any way, mirror the site without prior authorization, harvest or collect information about visitors to the site, or express that the site endorses anything that one does not have prior consent for. You agree to abide by all rules and regulations. MCAP FX can block any user that acts in a questionable way.

23.3 Disclosure Statement: Information herein was obtained from sources which MCAP FX believes reliable, but MCAP FX does not guarantee its accuracy. None of the information, advertisements, website links, or any opinions expressed constitutes a solicitation of the purchase or sale of any security. Please note that MCAP FX may already have invested or may from time to time invest in securities that are discussed or otherwise covered in information your receive such as marketing materials and/or MCAP FX's website(s). MCAP FX does not intend to disclose the extent of any current holdings or future transactions with respect to any particular security. You should consider this possibility before investing in any security based upon statements and information contained on the website and/or in any report, post, comment, e-mail, conversation or recommendation you receive from MCAP FX.

23.4 High Risk Warning: Foreign exchange and trading in any security or financial market carries a high level of risk that may not be suitable for all clients and/or prospects. Trading with leverage creates additional risk and loss exposure. Before you decide to trade foreign exchange or any security, carefully consider your business objectives, experience level, and risk tolerance. You could lose some or all of capital; do not trade foreign exchange products that you do not understand. Educate yourself on the risks associated with foreign exchange trading and/or trading in any security, and seek advice from an independent financial or tax advisor if you have any questions.

23.5 Advisory Warning: MCAP FX may provide references and links to selected blogs and other sources of economic and market information as an educational service to its clients and prospects and does not endorse the opinions or recommendations of the blogs or other sources of information. Clients and prospects are advised to carefully consider the opinions and analysis offered in the blogs or other information sources in the context of the client or prospect’s individual analysis and decision making. None of the blogs or other sources of information is to be considered as constituting a track record. Past performance is no guarantee of future results and MCAP FX specifically advises clients and prospects to carefully review all claims and representations made by banks, foreign exchange brokers, advisors, bloggers, money managers and system vendors before investing any funds or opening an account with any broker or dealer that offers financial instruments for corporate needs, trading or investing. Any news, opinions, research, data, or other information contained within any form of communication (not limited to e-mail, conversations, marketing materials, etc.) is provided as general market commentary and does not constitute investment or trading advice. MCAP FX expressly disclaims any liability for any lost principal or profits without limitation which may arise directly or indirectly from the use of or reliance on such information. As with all such advisory services, past results are never a guarantee of future results.