1. DEFINITIONS

“Account” means each and every MAKE account that you have opened with the MAKE Financial Technologies Special Economic Zone Company Limited.

“Account Agreement” (or “Agreement”) means this account agreement (general terms and conditions) as amended from time to time by the MAKE.

“Affiliate” means (a) any subsidiary or related company by way of common ownership, (b) any Group Companies, and/or (c) each of their directors, officers, employees, agents, successors and assignees from time to time.

“Authorized Signatory” means any person authorized to give instructions on an Account in accordance with clauses 2 or 11 herein.

“MAKE” or “we” or “us” or “our” are references to MAKE Financial Technologies Special Economic Zone Company Limited is a Banking as a Service provider and registered at Babrow Building, The Valley, Anguilla.  Our Bank Sponsor is a licensed and regulated bank, registered at 24 Hillsborough Street Suite II, Roseau, Commonwealth of Dominica, West Antilles. The Bank’s parent company, EQITrade Limited, is registered at Strathvale House, North Church Street, KY1-1102 George Town, Grand Cayman “Business Day” means any day that is not Saturday, Sunday or other day on which commercial banking institutions in the Commonwealth of Dominica, the United States of America, the United Kingdom, the European Union, Switzerland or the Cayman Islands are closed for the purpose of conducting commercial banking business.

“MAKEOBS” means the MAKE Financial Technologies Special Economic Zone Company Limited ’s online banking system which provides internet access to Accounts held at the Bank.

“Online Banking Service Terms and Conditions” means the agreement governing the use of MAKEOBS.

“Group Companies” means the MAKE Financial Technologies Special Economic Zone Company Limited, EQITrade Limited, EQITech SEZC Limited, EQIFi (DeFi) Limited, and EQIFi Limited.

“Indemnified Party” means each of the Group Companies and their respective directors, officers, employees, agents, successors and assignees from time to time and your Introducer (if any) and its Affiliates.

“Instructions” means any notice, demand, instruction or other communication given by telephone, facsimile and/or electronic mail by any Authorized Signatory or purported to be given by any Authorized Signatory.

“Introducer” means, if applicable, the relevant firm that the MAKE Financial Technologies Special Economic Zone Company Limited has recognised as having introduced you to the MAKE Financial Technologies Special Economic Zone Company Limited .

“Overdraft Limit” means the overdraft limit that the MAKE Financial Technologies Special Economic Zone Company Limited has set for an Account.

“You” and “your” means the individual, partnership, corporation, association or trustee who signed the Account Application. In respect of this Agreement and all other documentation with the MAKE Financial Technologies Special Economic Zone Company Limited : (a) references to “include” and “including” shall mean “includes, without limitation” and “including, without limitation”, respectively: (b) references to the masculine shall include the feminine and vice versa; (c) references to the plural shall include the singular where appropriate in the context; (d) references to withdrawals shall include transfers and vice versa; (d) headings and sub-headings are for reference purposes only and shall not affect the interpretation or meaning; and (e) “notice” may be given by means of a general statement, notification or other announcement on the Site.

2. ACCOUNT AGREEMENT

2.1. This Agreement contains the terms and conditions governing your Account with the MAKE Financial Technologies Special Economic Zone Company Limited and explains our obligations to you and your obligation to us. These terms and conditions apply to your Account with the MAKE Financial Technologies Special Economic Zone Company Limited and any services or products the MAKE Financial Technologies Special Economic Zone Company Limited  provides in connection with your Account. This Agreement extends to and includes any persons, including your agents/third parties, you authorize to give instructions on your Account (Authorized Signatories). It replaces any previous account agreement(s), regulations or terms and conditions for conducting business with the MAKE Financial Technologies Special Economic Zone Company Limited. The procedures you must follow for the MAKE Financial Technologies Special Economic Zone Company Limited ’s computer banking services are contained in the Online Banking Service Terms and Conditions (MAKEOBS).

2.2. Your agreement with the MAKE Financial Technologies Special Economic Zone Company Limited  is contained in: (a) this Account Agreement (General Terms and Conditions); (b) the additional conditions (as described in 3.1); (c) the Account Application; (d) the Website Terms of Use; (e) the Online Banking Service Terms and Conditions (MAKEOBS); (f) specific terms for particular products such as over-the-counter transactions (OTC); (g) the Privacy Notice; (h) the Data Protection Notice; and (i) the FATCA & CRS Notice.

3. GENERAL CONDITIONS

3.1. The additional conditions include our charges and the interest rates, notice periods, minimum or maximum balances and other terms which are specific to a particular Account, service or product. The MAKE Financial Technologies Special Economic Zone Company Limited will inform you what these additional conditions are when you open an Account or apply for a new service or product. Details of these are set out in our service descriptions or may be published on our website.

3.2. If the additional conditions are inconsistent with these general terms and conditions, the additional conditions will apply to the extent of any such inconsistency.

3.3. If a transaction is made on an Account, you will be deemed to have received, read and understood this Agreement and to have agreed to be bound by these terms and conditions.

3.4. The MAKE Financial Technologies Special Economic Zone Company Limited reserves the right to use its unfettered discretion: to refuse to take a deposit, to decline to open an Account, to provide the service or to require you to close Account (s), in each case without giving a reason for its decision.

4. USE

4.1. The Account may be used for the purposes of carrying on a legitimate business or enterprise.

4.2. You undertake and agree to provide the MAKE Financial Technologies Special Economic Zone Company Limited  with all information requested by the MAKE Financial Technologies Special Economic Zone Company Limited  in relation to the source of funds, operation of the Account and identification of beneficiaries, Client Administrators, Designated Users, and Authorized Signatories as the MAKE Financial Technologies Special Economic Zone Company Limited  may request or require from time to time.

4.3. You authorize the MAKE Financial Technologies Special Economic Zone Company Limited  to debit the Account with any and all sums payable pursuant to the instructions and confirm that the MAKE Financial Technologies Special Economic Zone Company Limited  has the absolute discretion to refuse to process any transaction or to accept any deposit to an Account without explanation or justification.

5. JOINT ACCOUNTS

5.1. In the case of a joint Account, the rights and obligations under this Agreement of all the Account holders shall be joint and several. The MAKE Financial Technologies Special Economic Zone Company Limited  shall be entitled to accept instructions from and for all purposes deal with any one of such persons as agents for all of them. Unless the MAKE Financial Technologies Special Economic Zone Company Limited  receives notice in writing from you to the contrary, all Account holders are deemed to be joint tenants of the whole Account.

5.2. In the case of conflicting instructions or communications from you, the MAKE Financial Technologies Special Economic Zone Company Limited  shall be entitled to deal on the first instruction or communication received.

6. SERVICE CHARGES

6.1. You agree to pay the MAKE Financial Technologies Special Economic Zone Company Limited ’s service charges which may be varied from time to time by the MAKE Financial Technologies Special Economic Zone Company Limited .

6.2. Unless otherwise stated, the service charges and interest that apply to an Account are payable in the currency in which the Account is maintained and you authorize the MAKE Financial Technologies Special Economic Zone Company Limited  to automatically debit all such service charges from the Account with prior notice.

7. OVERDRAFT FACILITY

7.1. Unless an overdraft facility is provided (pursuant to our express written consent) you must keep each Account in credit.

7.2. The MAKE Financial Technologies Special Economic Zone Company Limited  may provide you with an overdraft facility on the Account on such terms and conditions as to security, operation and fees as it determines in its absolute discretion. The terms of the facility, the limit and the interest rate and other charges which you must pay and any other conditions will be confirmed to you in writing.

7.3. The MAKE Financial Technologies Special Economic Zone Company Limited  may make any searches and enquiries which we think are appropriate when you apply for banking services or to borrow or if we wish to consider increasing the overdraft facility or offer you any other products now or in the future.

7.4. If you (a) overdraw the Account without agreeing to an overdraft facility with us or (b) exceed the agreed overdraft limit, the MAKE Financial Technologies Special Economic Zone Company Limited  may ask you to make an immediate payment into your Account even if we have acted on an instruction, at our sole discretion, which takes your borrowing over the agreed limit. We will charge our authorized interest rate and fees on the amount of the overdraft or excess until either it has been repaid or we have specifically agreed an overdraft or an increased limit with you.

7.5. The MAKE Financial Technologies Special Economic Zone Company Limited  may, in its sole discretion, refuse to honor any payment instruction where there are insufficient funds in the Account to make the payment (including the MAKE Financial Technologies Special Economic Zone Company Limited ’s fees) or where the payment would exceed an Account’s overdraft facility even if the MAKE Financial Technologies Special Economic Zone Company Limited  had previously honored payment instructions that resulted in the overdraft facility being exceeded.

8. SET-OFF AND APPLICATION OF FUNDS

8.1. In consideration of the MAKE Financial Technologies Special Economic Zone Company Limited  providing  you  with  financia technology banking  services and facilities, you agree that in addition  to  any right  of set-off or other general lien or similar right to which the MAKE Financial Technologies Special Economic Zone Company Limited  may be entitled in law, the MAKE Financial Technologies Special Economic Zone Company Limited  may use any amounts you have on any Account in any currency to reduce or repay any amounts you may owe us (including all costs, charges and expenses incurred in any way in relation to this Agreement, including legal fees of the MAKE Financial Technologies Special Economic Zone Company Limited  related to any dispute, injunction or regulatory action concerning the Account) on any Account, either in your own name or jointly with anyone else, the MAKE Financial Technologies Special Economic Zone Company Limited  will notify you promptly if it does this.

You should note that a Wallet may not be capable of accepting transfers if, inter alia: (a) the Wallet is directly associated with an exchange; and/or (b) the transfer is from an unknown address. You should also note that the MAKE Financial Technologies Special Economic Zone Company Limited  does not have access to back-up phrases or private keys relating to third-party blockchains and, accordingly, should you lose or forget them the MAKE Financial Technologies Special Economic Zone Company Limited  cannot recover them.

8.2. To secure the payment and performance by you of all obligations to the MAKE Financial Technologies Special Economic Zone Company Limited  and its Affiliates, the MAKE Financial Technologies Special Economic Zone Company Limited  may apply the funds on deposit in an Account (and/or your assets held or deposited with an Affiliate) against any debt or obligation owed to the MAKE Financial Technologies Special Economic Zone Company Limited  or any Affiliate (upon receipt of proof of debt from the Affiliate in form satisfactory to the MAKE Financial Technologies Special Economic Zone Company Limited  in its absolute discretion) by you (or any one of you if the Account is jointly owned), without prior notice to you. Amounts held in different currencies (whether fiat, digital or crypto currencies) may be converted by the MAKE Financial Technologies Special Economic Zone Company Limited  at its discretion into another currency, in order to facilitate netting and set-off, at reasonable rates available for retail customers as determined by the MAKE Financial Technologies Special Economic Zone Company Limited  in its absolute discretion.

9. FOREIGN CURRENCY ACCOUNTS

9.1. You assume full and complete responsibility and liability for any decrease in the value of funds credited to the Account (which may be deposited at the MAKE Financial Technologies Special Economic Zone Company Limited  or in the name of the MAKE Financial Technologies Special Economic Zone Company Limited  with such depository and in such place as the MAKE Financial Technologies Special Economic Zone Company Limited  may in its absolute discretion select) due to taxes or depreciation and the unavailability of such funds due to restrictions on convertibility, requisitions, injunctions, involuntary transfers, or any other causes of any nature beyond the control of the MAKE Financial Technologies Special Economic Zone Company Limited .

10. TRUST ACCOUNTS

10.1. You hereby appoint any two authorized signatories of the MAKE Financial Technologies Special Economic Zone Company Limited  to be your attorney in fact solely for the purpose of transferring funds on deposit in any Account at the MAKE Financial Technologies Special Economic Zone Company Limited  to any fiduciary account approved by the MAKE Financial Technologies Special Economic Zone Company Limited  from time to time and held in the name of the MAKE Financial Technologies Special Economic Zone Company Limited  or its Affiliates as trustee for you for purposes of capital management by the MAKE Financial Technologies Special Economic Zone Company Limited .

11. AUTHORIZED SIGNATORIES

11.1. You shall appoint any reasonable number of persons or entities as Authorized Signatories on an Account by completing the MAKE Financial Technologies Special Economic Zone Company Limited ’s Authorized Signatory form and the proper corporate authority (where the Account holder is a corporation, partnership or trust). All person(s) or entities designated as Authorized Signatories shall be your agents and attorneys in fact to conduct business with the MAKE Financial Technologies Special Economic Zone Company Limited .

11.2. No person may give any instruction to the MAKE Financial Technologies Special Economic Zone Company Limited  in relation to an Account until they have been appointed as an Authorized Signatory in accordance with the MAKE Financial Technologies Special Economic Zone Company Limited ’s procedures and submitted required due diligence and documentation to the MAKE Financial Technologies Special Economic Zone Company Limited .

11.3. You undertake in the event that an Authorized Signatory is removed or replaced or the signing authority varied, to immediately deliver to the MAKE Financial Technologies Special Economic Zone Company Limited  a replacement Account Signature form containing sample signatures of all persons authorized to sign on an Account. Until the MAKE Financial Technologies Special Economic Zone Company Limited  acknowledges receipt of such replacement Account Signature form, you agree to indemnify and hold harmless the MAKE Financial Technologies Special Economic Zone Company Limited  and each Indemnified Party against any and all claims, actions, demands, liabilities, costs, charges, damages, losses, proceedings, expenses and consequences of whatever nature and howsoever arising by reason of the MAKE Financial Technologies Special Economic Zone Company Limited  acting on the instructions of any Authorized Signatory who has been removed prior to the MAKE Financial Technologies Special Economic Zone Company Limited ’s written acknowledgement.

12. INSTRUCTIONS

12.1.  The MAKE Financial Technologies Special Economic Zone Company Limited  reserves the right not to act on Instructions which it deems in its absolute discretion to be unclear, ambiguous, contradictory, erroneous or improper. You agree that the MAKE Financial Technologies Special Economic Zone Company Limited  will not be liable for any loss due to any delay or for any failure to act on such Instruction.

12.2.  Notwithstanding any terms of this Agreement, or course of dealings between you and the MAKE Financial Technologies Special Economic Zone Company Limited , the MAKE Financial Technologies Special Economic Zone Company Limited  shall be entitled to rely solely upon and act in accordance with Instructions given or purported to be given by any Authorized Signatory without further enquiry on the MAKE Financial Technologies Special Economic Zone Company Limited ’s part (whether as to the authority or identity of the person making or purporting to give such Instructions, the reasonableness of the Instructions, or any other consideration) regardless of the circumstances prevailing at such time. The MAKE Financial Technologies Special Economic Zone Company Limited  shall be entitled (but not required) to take such steps in connection with or in reliance upon the Instructions as the MAKE Financial Technologies Special Economic Zone Company Limited  may in good faith consider appropriate (regardless of the nature of the Instructions and whether such Instructions include instructions to pay money or otherwise to debit or credit any Account, or relate to the disposition of any money, securities or documents, or purport to bind you to any agreement or other arrangement with the MAKE Financial Technologies Special Economic Zone Company Limited  or with any other person or to commit you to any other type of transaction or arrangement whatsoever), regardless of the nature of the transaction or arrangements or the amount of money involved and not withstanding any error or misunderstanding or lack of clarity in the terms of such notice, demand or other communication.

12.3.  You agree that the MAKE Financial Technologies Special Economic Zone Company Limited  shall not be liable for any loss incurred by you as a result of the MAKE Financial Technologies Special Economic Zone Company Limited  relying on any Instructions pursuant to Clause 12.2 and you agree to indemnify the MAKE Financial Technologies Special Economic Zone Company Limited  and each Indemnified Party for any losses incurred by the MAKE Financial Technologies Special Economic Zone Company Limited  as a result of reliance on such Instructions.

12.4  Moreover, and in addition to the above, where you provide the MAKE Financial Technologies Special Economic Zone Company Limited  with instructions to transfer ERC-20 tokens, alternative tokens, digital assets or crypto-currency to a particular electronic wallet address (a “Wallet”) it is your responsibility to ensure not only that the Wallet address is correctly identified in your Instructions but also that the Wallet is capable of and permitted to receive such transfer.  Any transfers the MAKE Financial Technologies Special Economic Zone Company Limited  facilitates that are directed to a Wallet pursuant to your Instructions are made entirely at your risk.  You should note that a Wallet may not be capable of accepting transfers if, inter alia: (i) the Wallet is directly associated with an exchange; and/or (ii) the transfer is from an unknown address.

12.5 Further to the above, where you instruct the MAKE Financial Technologies Special Economic Zone Company Limited  to convert fiat currency into crypto-currency (or vice versa) or to convert between fiat currencies or between crypto-currencies, the conversion is subject to exchange rate fluctuations unless completed within the stated timeframe (usually no more than a maximum of one minute), and the speed at which such conversions are in fact completed (and the exchange rate risk associated with the conversion) is at your sole risk and outside of the control of the MAKE Financial Technologies Special Economic Zone Company Limited .

12.6 Where you give instructions to the MAKE Financial Technologies Special Economic Zone Company Limited  which involve, necessitate or require the MAKE Financial Technologies Special Economic Zone Company Limited  to execute some or all of a transaction with a third party there can be no certainty that the transaction can be completed in a timely manner or at all.  The MAKE Financial Technologies Special Economic Zone Company Limited  reserves the right (but not the obligation) to execute such transaction(s): (i) in lots smaller than the requested amount; (ii) via multiple sources of liquidity; and (iii) in part only (where the MAKE Financial Technologies Special Economic Zone Company Limited  determines in its absolute discretion at any time that there have been significant movements in the relevant exchange rates).

13. HOLD ON FUNDS

13.1. The MAKE Financial Technologies Special Economic Zone Company Limited  has the right to hold any cheque, instrument or other item deposited to an Account, and to defer your right to withdraw funds represented by such a deposit until the MAKE Financial Technologies Special Economic Zone Company Limited  receives payment for the cheque, instrument or other item.  In the event that the MAKE Financial Technologies Special Economic Zone Company Limited  becomes aware of a dispute as to the beneficial ownership of any deposit or asset the MAKE Financial Technologies Special Economic Zone Company Limited  may restrict activity on the relevant Account (and on others that it determines in its absolute discretion are related to it) until the dispute has been settled to the satisfaction of the MAKE Financial Technologies Special Economic Zone Company Limited .

14. INTEREST AND CHARGES

14.1. Interest is normally payable on a daily basis on the amount of the cleared balance on each Account at the end of the day. Interest or, if applicable, interest charges and fees are payable in arrears by crediting or debiting your Account.

14.2. We reserve the right to charge for additional services and to vary interest rates and charges from time to time with prior notice.

14.3. The MAKE Financial Technologies Special Economic Zone Company Limited  may debit an Account at any time if a cheque, instrument or other item is dishonored or unpaid for any reason. You waive: presentment for payment, notice of dishonor, protest and notice of protest on all cheques, and other items requiring such action.

15. STATEMENTS

15.1. The MAKE Financial Technologies Special Economic Zone Company Limited  will provide statements showing all amounts credited to or debited from your Account since the previous statement.

15.2. You agree to promptly examine all entries and the balance recorded in each Account statement and undertake to notify the MAKE Financial Technologies Special Economic Zone Company Limited  in writing of any errors, omissions or corrections shown on any Account Statement within 30 days of the date of the Account statement.  You also agree to notify the MAKE Financial Technologies Special Economic Zone Company Limited  promptly in writing of any changes to your name and/or address.

15.3. The MAKE Financial Technologies Special Economic Zone Company Limited  may put messages on your statements to notify you of changes to this Agreement.

15.4. You undertake to immediately notify the MAKE Financial Technologies Special Economic Zone Company Limited  in writing upon suspecting or becoming aware that: (a) a document or transaction relating to an Account is improper or has been forged (and to provide the MAKE Financial Technologies Special Economic Zone Company Limited  with complete documentation in this respect); or (b) MAKE Financial Technologies Special Economic Zone Company Limited  statements or other communications which you expect to receive from the MAKE Financial Technologies Special Economic Zone Company Limited  have not in fact been received by you, in each case so as to enable to MAKE Financial Technologies Special Economic Zone Company Limited  to investigate and take proper action.

15.5. If you do not notify the MAKE Financial Technologies Special Economic Zone Company Limited  as required in section 15.2 and 15.4 The MAKE Financial Technologies Special Economic Zone Company Limited  is entitled to treat any Account balances, entries and transactions in respect of the period covered by the statement as correct and binding on you and the MAKE Financial Technologies Special Economic Zone Company Limited  will be released from all claims by you in respect of errors or omissions during the period.

16. USE OF ACCOUNT AS COLLATERAL

16.1. You may not give anyone other than the MAKE Financial Technologies Special Economic Zone Company Limited  a security interest in any funds in an Account whether by assignment, charge, transfer or otherwise (and any such purported security interest shall be void ab initio) without the prior written consent of the MAKE Financial Technologies Special Economic Zone Company Limited .  

17. AMENDING THIS AGREEMENT

17.1. The MAKE Financial Technologies Special Economic Zone Company Limited  may change the terms of this Agreement (including our charges) and may introduce changes to our service(s) from time to time upon notice to you. Changes will normally be caused by market conditions, changes in the cost of providing a service to you, changes in legal or other requirements affecting us, or any other good reason. Apart from changes to our interest rate and other matters which can apply immediately, at the discretion of the MAKE Financial Technologies Special Economic Zone Company Limited  up to 30 days’ prior written notice of any changes will be given. If you use an Account or have funds on deposit in the Account after the effective date of the change, you will be deemed to have accepted such changes in their entirety.

18. MAKEOBS AND OTHER SERVICE AGREEMENTS

18.1Any service that the MAKE Financial Technologies Special Economic Zone Company Limited  provides to you other than the services described in this Agreement (including MAKEOBS) shall be provided in accordance with separate service agreements or similar document.

19. COMMUNICATIONS

19.1. The MAKE Financial Technologies Special Economic Zone Company Limited  will send monthly statements of Account, where applicable, and all other communications concerning the Account and this Agreement to you by ordinary mail, facsimile or by email in accordance with your written election.

20. TERMINATION

20.1. In exceptional circumstances the MAKE Financial Technologies Special Economic Zone Company Limited  may at any time suspend the operation of any or all of the services it provides to you, but the MAKE Financial Technologies Special Economic Zone Company Limited  will promptly notify you of any such suspension with or without justification or explanation.

20.2. You may close an Account by written notice to the MAKE Financial Technologies Special Economic Zone Company Limited . In the case of joint Accounts, the MAKE Financial Technologies Special Economic Zone Company Limited  may request the instruction of all the Account holders.

20.3. The MAKE Financial Technologies Special Economic Zone Company Limited  may withdraw the provision of any service without terminating this Agreement by giving you 30 days’ prior notice in writing (which may be provided by email to the email address associated with your Account). You will continue to be liable in respect of all liabilities outstanding or arising after the service is withdrawn which relate to the period before withdrawal.

20.4. The MAKE Financial Technologies Special Economic Zone Company Limited  may take action to close an Account immediately without explanation for any reason, including if the MAKE Financial Technologies Special Economic Zone Company Limited  reasonably believes that (a) you are not eligible for the Account; (b) you have given us any false or misleading information at any time; (c) you or someone else is using the Account illegally or without authorisation; (d) you have been in serious or persistent breach of this Agreement or any additional conditions which apply to the Account; (e) you have become bankrupt or insolvent as either term is interpreted under the laws of the Commonwealth of Dominica or Anguilla; (f) for any other good reason.

20.5. The MAKE Financial Technologies Special Economic Zone Company Limited  may end the banking relationship with you or close the Account (a) with 30 days’ notice in writing if the Account balance drops below the amount stipulated by the MAKE Financial Technologies Special Economic Zone Company Limited  from time to time or (b) at any time in its absolute discretion without justification or explanation.

20.6. We can at any time, without getting your consent (a) assign, novate or transfer all or any of our rights and benefits, and transfer any of our obligations, under this Agreement to any person, firm or company or (b) sub-participate or sub-contract any of our rights or obligations under this Agreement.

20.7. On closing the Account, the MAKE Financial Technologies Special Economic Zone Company Limited  will be deemed to have satisfied its obligation to return your funds net of all fees and expenses and payable to you by sending a bankers’ cheque to your last known address or place of business notified to the MAKE Financial Technologies Special Economic Zone Company Limited .  In this regard the MAKE Financial Technologies Special Economic Zone Company Limited  may apply the provisions herein concerning set-off and netting.

20.8. Termination of this Agreement shall be without prejudice and shall be subject to the proper settlement of all transactions and the MAKE Financial Technologies Special Economic Zone Company Limited  will complete and settle such transactions as soon as practicable.

20.9. The indemnity provisions of this Agreement (and of the supplements hereto) shall survive termination of this Agreement.

21. REPRESENTATIONS AND WARRANTIES

21.1. You represent and warrant to the MAKE Financial Technologies Special Economic Zone Company Limited  and its Affiliates that:

(1) you have capacity and authority to open the Account and to enter into transactions that may be related to it and that the opening of the Account has been properly authorized and the Authorized Signatories have been properly appointed (a) by the directors (in the case of a company), (b) by the general partner (in the case of a Partnership), (c) by the trustee (in the case of a trust or (d) by the beneficial owners of the Account (in the case of an individual) and that such authority has not been amended, modified or revoked;

(2) if you are a company, partnership or trust, that the company, partnership or trust (as the case may be) is validly existing and in good standing; and

(3) the information you provide to, and your activities with and via, the MAKE Financial Technologies Special Economic Zone Company Limited  (including account opening, use of the Site, transfers, payments and receipt of payments) shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) consist of or relate to illegal activities such as illegal drugs, money laundering, espionage and/or terrorism financing; (d) be related in any way to unlawful gambling and/or unlawful gaming activities, including payment or the acceptance of payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity (including online and offline casinos, sports wagering and office pools), with the exception of payments for gaming transactions that are expressly authorized by law in the jurisdiction of both the sender and the recipient of the payment; (f) infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (g) violate any law, statute, ordinance, contract or regulation (including those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising); (h) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (i) be obscene or contain child pornography or contain non-consenting performers; (j) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; (k) create liability for us or cause us or our third party providers to lose (in whole or in part) the services of our ISP’s or other suppliers; (l) be in violation of any court order; or (m) be in breach of any applicable discrimination legislation.

 (4) you hereby agree to keep all Know Your Client (KYC) information accurate and up-to-date, and I agree to promptly provide any necessary updates or additional documentation as required by MAKE Financial Technologies Special Economic Zone Company Limited  in accordance with applicable laws and regulations.

21.2. You further represent to the MAKE Financial Technologies Special Economic Zone Company Limited  that appropriate legal and tax advice has been taken from professional legal and/or tax advisors with respect to the establishment and operation of the Account in all applicable jurisdictions. You acknowledge that you may not rely on any discussions (if any) with the MAKE Financial Technologies Special Economic Zone Company Limited  concerning legal or tax matters and that the MAKE Financial Technologies Special Economic Zone Company Limited  shall not be liable for any such reliance.

22. INDEMNIFICATION

22.1. Neither the MAKE Financial Technologies Special Economic Zone Company Limited  nor any Indemnified Party shall be liable for any loss arising from errors of fact or judgment or any action taken (or omitted to be taken) by the MAKE Financial Technologies Special Economic Zone Company Limited  under this Agreement howsoever arising except to the extent that such error or action (or omission thereof) is due to the MAKE Financial Technologies Special Economic Zone Company Limited ’s own fraud, willful default or gross negligence as determined after final adjudication.

22.2. No Indemnified Party shall be liable for the failure of a custodian or counter-party or any person, firm or company through which transactions for the Account are effected (or of any clearance or settlement system), or their failure to deliver necessary documents or failure to Account for any transactions on securities. No Indemnified Party shall be liable for any default of any custodian, counter-party, MAKE Financial Technologies Special Economic Zone Company Limited  or other person or entity, which holds money, investments or documents or title.

22.3. The MAKE Financial Technologies Special Economic Zone Company Limited  shall not be required or entitled to take any legal action on your behalf or otherwise in respect of the Account other than on such terms as the MAKE Financial Technologies Special Economic Zone Company Limited  may in its absolute discretion agree and unless fully indemnified to the MAKE Financial Technologies Special Economic Zone Company Limited ’s reasonable satisfaction for all costs and liabilities in connection therewith.

22.4. You acknowledge that the MAKE Financial Technologies Special Economic Zone Company Limited  and each Indemnified Party shall not be liable for any loss or damage arising directly or indirectly out of or in connection with the operation of the Account unless such loss or damage arose out of or in connection with the MAKE Financial Technologies Special Economic Zone Company Limited ’s own fraud, willful default or gross negligence as determined after final adjudication.

22.5. You undertake and agree to indemnify, keep indemnified and forever hold harmless each Indemnified Party to the fullest extent permitted by law against all actions, proceedings, claims, demands, liabilities, losses, damages, costs expenses (including legal and professional fees and expenses arising therefrom or incidental thereto) and consequences of any kind or nature whatsoever which may be imposed on, incurred by, asserted against, an Indemnified Party or that an Indemnified Party may suffer, incur, sustain, directly or indirectly of whatever nature and howsoever arising in connection with the operation of the Account other than by reason of the MAKE Financial Technologies Special Economic Zone Company Limited ’s own fraud, willful default or gross negligence as determined after final adjudication.

22.6. Termination of this Agreement shall be without prejudice and shall be subject to the proper settlement of all transactions and the MAKE Financial Technologies Special Economic Zone Company Limited  will complete and settle such transactions as soon as practicable.

22.7. The indemnity provisions of this Agreement (and any supplements hereto) shall survive termination of this Agreement.

23. CONFIDENTIALITY

23.1. The MAKE Financial Technologies Special Economic Zone Company Limited  shall keep confidential all documents, materials and other information relating to you and the Account and it shall not, without your prior written consent, disclose any of the aforesaid unless we have a duty to do so or if we are permitted to do so by law.

23.2. Subject always to a duty of confidentiality, we may provide information about you or how you manage your Account to: (a) our professional advisers; (b) anyone to whom we transfer (or may transfer) our rights and duties under this Agreement; and (c) our Affiliates, successors, assigns, agents, directors, officers and employees.

23.3. If the MAKE Financial Technologies Special Economic Zone Company Limited  transfers your information to a service provider or agent (including its Affiliates) in another country or jurisdiction, the MAKE Financial Technologies Special Economic Zone Company Limited  will ensure that the service provider or agent agrees to the same levels of protection as the Bank applies to information held in the Commonwealth of Dominica and Anguilla and to use your information only for the purpose of providing the service to the MAKE Financial Technologies Special Economic Zone Company Limited .

23.4. Notwithstanding clause 23.1, the MAKE Financial Technologies Special Economic Zone Company Limited  shall not be liable for information passed in the normal course of business. You specifically authorize the MAKE Financial Technologies Special Economic Zone Company Limited  to back up or copy any and all data related to you and the Account to any jurisdiction outside of the Commonwealth of Dominica (including without limitation the United States of America) as the MAKE Financial Technologies Special Economic Zone Company Limited  in its absolute discretion shall determine and to operate the Account or back-office functions relating to the Account from such jurisdiction on a temporary or permanent basis.

23.5. You hereby authorize the MAKE Financial Technologies Special Economic Zone Company Limited  and any agent or service provider to use, verify and confirm any and all information that you or your agent provides including, obtaining reports concerning you and your principal’s background, credit standing on business conduct and to share all such information with their successors, assigns, agents and service providers to determine your eligibility for an Account.

24. MISCELLANEOUS

24.1. The MAKE Financial Technologies Special Economic Zone Company Limited  may collect credit and other information about you from any source and may use this information to establish and maintain a banking relationship with you. The MAKE Financial Technologies Special Economic Zone Company Limited  may provide credit and other financial information about you to Affiliates for the purpose of offering their products.

24.2. The MAKE Financial Technologies Special Economic Zone Company Limited  shall not be responsible for any loss or damage to any of your property, investments, securities, instrument, other assets or for any failure to perform any of the MAKE Financial Technologies Special Economic Zone Company Limited ’s duties under this Agreement, if such loss, damage or failure is directly or indirectly caused by or due to any act of God, storm, hurricane, earthquake, accident, fire, water damage, riot, civil commotion, rebellion, strike, pandemic, epidemic, currency restrictions, lock-out, government or military action, acts of war or terrorism, force majeure, or any breakdown, failure, interruption or malfunction of any telecommunications or computer service or systems provided that the MAKE Financial Technologies Special Economic Zone Company Limited  uses reasonable efforts to minimize the effects of the same.

24.3. This Agreement is personal to you and a person who is not a party to this Agreement will have no rights to enforce any of its terms. None of your rights, benefits or obligations relating to this Agreement or any service provided under its terms may be assigned by you without the prior written consent of the MAKE Financial Technologies Special Economic Zone Company Limited .

24.4. If any joint Account holder dies, the survivor(s) may withdraw the balance on the Account.

24.5. Any waiver of a breach of any term of this Agreement shall not affect the MAKE Financial Technologies Special Economic Zone Company Limited ’s rights in the future in respect of any further breach of that or any other term.

24.6. This Agreement contains the entire agreement with you in respect of the services provided under it and to the extent permitted by law. No representation or warranty shall be implied or have any effect unless specifically included in the Agreement, the additional conditions and in any changes subsequently notified to you from time to time.

24.7. If any provision of this Agreement is or becomes invalid or contravenes any applicable law, the remaining provisions shall remain in full force and effect and you agree that (a) the provision in question shall be altered only in so far as to make it valid or in accordance with applicable law, and (b) terms of this Agreement shall be interpreted in such a way as to be consistent with applicable law.

25. SCHEDULE OF CHARGES-BREAKAGE

25.1All Call, Notice and Fixed Term products will be subject to breakage fees equal to the cost of replacement funding, as determined at the MAKE Financial Technologies Special Economic Zone Company Limited ’s sole discretion, in addition to a breakage fee of up to 3% (minimum of US$250).

26. GOVERNING LAW

26.1 Your contract with MAKE Financial Technologies is governed by the laws of Anguilla and your Account Agreement with our Bank Sponsor is governed by the laws of the Commonwealth of Dominica.  Our dealings with you up until the Account Agreement is concluded is governed by the laws of Anguilla, and our Bank Sponsor’s dealings with you up until the Account Agreement is concluded is governed by the laws of the Commonwealth of Dominica. We are required to tell you that the terms and conditions of the contract are in English and that we will communicate with you in English. If you have a dispute with MAKE Financial Technologies, we will attempt to resolve it through our support team.  There is no banking ombudsman or compensation scheme for financial services in Anguilla or the Commonwealth of Dominica.

26.2 Any dispute, controversy, or claim arising out of or in connection with your relationship with us (including these Terms) or the breach, termination or validity thereof, shall be submitted to the Chartered Institute of Arbitrators (CIArb) (in accordance with the Cayman Islands Arbitration Law, 2012 and the model arbitration clause in the Schedule thereto) and settled by final and binding arbitration in the St. Lucia in accordance with the CIArb Arbitration Rules. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.