End User License Agreement

PLATFORM FEE COST WHEN CONNECTING IBROKER APP TO A GAIN LIVE ACCOUNT

A platform fee of $0.25 (25 cents) per futures contract, shall be charged to your GAIN Capital live account for any executed orders placed on the IBROKER™ application. This cost is in addition to any other fees and commissions incurred in your account. Your acceptance of the following terms and conditions includes an acceptance of this charge. No platform fee cost is incurred when using demo accounts.

TERMS OF USE AND LICENSE AGREEMENT

By installing or using the application, software and services known as IBROKER™ including any accompanying documentation, read-me files or other files (collectively, the “Application”), you individually or the entity on whose behalf you are acting (“You” or “Your”) agree that Your use of this Application is subject to these Terms of Use and License Agreement (“Agreement”). READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO INSTALLING OR USING THE APPLICATION. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT DOWNLOAD THE APPLICATION OR YOU MUST DELETE THE APPLICATION FROM YOUR MOBILE DEVICE OR OTHER HARDWARE.

PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE APPLICATION OR ANY COPY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

The Application. The Application known as IBROKER™ is owned by and is being provided to You by TRADING MOTION LLC and its affiliates (the “Company”). The Company may elect, in its sole discretion, to change, edit, or discontinue the Application at any time, without notice.

Ownership. By entering into this Agreement with Company, You agree that this is a license and not a sale of the Application. You agree that the Application, including but not limited to graphics, audio clips, user-generated content and editorial content, contains proprietary information and materials owned by Company and protected by applicable intellectual property and other laws, including but not limited to trade secrets, copyright and patents, and that You will not use such proprietary information or materials in any way whatsoever except for use of the Application in compliance with the terms of this Agreement. Your rights to use the Application are limited to the terms specified in this Agreement, and nothing herein shall reduce or modify the Company's ownership of the Application. The Company retains and reserves all rights not expressly granted to You herein.

License. Subject to Your acceptance and ongoing compliance with the terms of this Agreement, the Company grants You a personal, non-exclusive, non-transferable, and limited license to install and use the Application on a single authorized computing device located in the United States and its territories or any other country to which this Application is offered by the Company for use. Nothing in this Agreement grants You any rights to any related documentation, support, upgrades, maintenance or other enhancements to the Application, and neither Company nor the your device's manufacturer or you Internet service provider have any obligation to furnish any such services regarding this Application.

Restrictions. You may not make copies of the Application, modify or create derivative works of the Application, decompile or reverse engineer the Application or otherwise attempt to create the source code from the Application, or in any way attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Application. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to Your use of the Application. No portion of the Application may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, or distribute Application, in any manner, and You shall not exploit the Application in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You may not release the results of any performance or functional evaluation of any Application to any third party without prior written approval of Company for each such release.

Changes. The Company reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify the Application or this Agreement, and to impose new or additional rules, policies, terms, or conditions on Your use of the Application. Unless expressly stated to the contrary, such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Application following the Company's adoption and posting of any Additional Terms will be deemed to constitute Your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference. The most recent terms of the Application and Company's Privacy Policy are always available for viewing at www.ibroker.com/PrivacyPolicy and such posted terms will show the last date such terms were updated.

Access. You must provide at Your own expense the hardware, computer, mobile device, equipment, internet access, or wireless connection to access and use this Application.

Trading. The Application offers features that allow You to, among other things, trade real money via your account at a participating Futures Commission Merchant. Trading commodity futures, options, CFDs, foreign exchange and other financial products on an electronic platform involves risk. There are a variety of reasons why a user could experience failures in order placements, order cancellations, trade executions or trade reports. Trading on an electronic trading system exposes you to risk associated with the system, including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all. Orders placed through IBROKER™ are placed at the customer's sole risk. Although numerous features have been designed into IBROKER™ to prevent system failure, as with all electronic systems, service could be interrupted. In using our systems, you accept that you solely are taking those risks, and that we cannot be held responsible by you if they occur. These risks are additionally outlined in the risk disclaimer's you must acknowledge when opening a trading account with your Futures Commission Merchant.

You represent and agree that such trading activity and any use by You of features that allow for the trading of futures, forex, CFDs, and options shall be Your sole responsibility.

YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY TRADING LOSSES ARISING OUT OR RELATED TO YOUR USE OF THE APPLICATION, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Privacy. The Company's collection, use, sharing and transfer of any data generated, or any Individual Content You may provide, in connection with Your use of the Application is subject to the Company's Privacy Policy (www.ibroker.com/PrivacyPolicy).

Trademarks. All Company logos and trademarks used in connection with the Application (including IBROKER™, www.ibroker.com and TRADINGMOTION™) are trademarks or registered trademarks of Company in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Application, including GAIN Capital, emini, and their respective titles or logos, are the trademarks of their respective owners and are protected by US and international trademark laws and conventions. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

Termination. This license is effective until terminated. You may terminate this license at any time by permanently deleting the iBroker™ Application(s) You have installed on your mobile device(s). This license automatically terminates if You fail to comply with its terms and conditions.

Disclaimer of Warranties; Liability Limitations.
THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT THE COMPANY MAY REMOVE OR SUSPEND THE APPLICATION AT ANY TIME. FURTHER YOU ACKNOWLEDGE THAT THE CONTINUED PROVISION OF THE APPLICATION RELIES UPON THE GENERAL OPERATION OF THE INTERNET AND WORLD WIDE WEB AND CERTAIN FACTORS NECESSARY FOR THE CONTINUOUS OPERATION OF THE INTERNET AND WORLD WIDE WEB ARE BEYOND COMPANY'S CONTROL.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE APPLICATION IS AT YOUR SOLE RISK. THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

IN NO CASE SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE APPLICATION OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE APPLICATION, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR FEATURE POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APPLICATION, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL COMPANY'S TOTAL AND CUMULATIVE LIABILITY UNDER THIS AGREEMENT OR ARISING IN ANY WAY FROM YOUR USE OF THE APPLICATION EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE APPLICATION.

COMPANY DOES NOT REPRESENT OR GUARANTEE THAT THE APPLICATION WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND THE COMPANY DISCLAIMS ANY LIABILITY RELATING THERETO.

Waiver and Indemnity. BY USING THE APPLICATION, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS LICENSE, YOUR USE OF THE APPLICATION, YOUR INDIVIDUAL CONTENT OR ANY ACTION TAKEN BY THE COMPANY AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION BY YOU OF THIS LICENSE.

Governing Law and Venue. This Agreement is governed by the laws of the State of Illinois, USA, without reference to its principles of conflicts of laws. You expressly agree that exclusive jurisdiction and venue for any claim or dispute with the Company relating in any way to Your use of the Software resides in the state or federal courts of Cook County, Illinois, USA. You hereby irrevocably consent to the personal and exclusive jurisdiction and venue of these courts.

Miscellaneous. If any provision of this Agreement shall be unlawful, void, or unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement is the complete, final and exclusive statement of the agreement between the parties with respect to the subject matter hereof, and supersedes any proposal or prior contemporaneous agreement or communications between the parties (whether oral or written) relating to the subject matter hereof. This Agreement may only be modified in a writing signed by both parties. No failure or delay (in whole or in part) on the part of either party to exercise any right or remedy hereunder shall operate as a waiver thereof or affect any other right or remedy. Waiver of a breach shall not waive the right to enforce any subsequent breach under this Agreement. If You have any questions regarding this Agreement, You may contact us at the address located at: www.ibroker.com.

Electronic Signatures and Contracts; Sufficient Legal Age. Your use of the Application includes the ability to enter into agreements electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THIS LICENSE. YOU REPRESENT THAT YOU ARE OF A SUFFICIENT LEGAL AGE NECESSARY TO LEGALLY ENTER INTO AND BE BOUND BY LEGAL AGREEMENTS FORMED THROUGH THE APPLICATION. IF YOU ARE UNDER THE AGE OF 18, USE OF THE APPLICATION SHOULD ONLY OCCUR WITH THE INVOLVEMENT OF YOUR PARENT OR GUARDIAN.