In this Agreement, the words "you" and "your" mean the customer. Equity Foreign Exchange Services is referred to in this Agreement as "EquityFX".

1.      DEFINITIONS

In this Agreement, these terms have the following meanings:

•    "Application Form" means the application form which you completed and submitted to EquityFX for the purpose of using the EquityFX products;

•    "Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange) in the place specified for that purpose;

•    "Currency" means money denominated in the lawful currency of a country;

•    "Customer Support Number" means the customer assistance phone number located at the bottom of each page in the "online interface" section of the online interface;

•    "Electronic Access Device" means any device which allows you to use or to access EquityFX including, but not limited to, a personal computer;

•    "EquityFX online" means the electronic foreign exchange dealing platform provided by EquityFX;

•    "Information Provider" means any entity providing EquityFX, whether directly or indirectly, with Market Information including, but not limited to, stock exchanges and news service providers;

•    "Market Information" means information relating to the financial markets, including market data, research, analysis, forecasts and commentary;

•    "Password" means the combination of numbers and / or letters that you select from time to time that, together with the Account Number, enable you to access EquityFX;

•    "Principal" means each person or entity for or on behalf of which you have the right to purchase or sell Currency;

•    "Software" means any software program provided to you by EquityFX which enables you to access or use EquityFX Online;

•    "Deal" means a transaction in which you agree to purchase or sell Currency from or to EquityFX.

2.      DEALS

In order to complete a Deal using EquityFX, you will have to accept the Trade by clicking the Book Deal button in the EquityFX online site or confirming over the phone. Once you click the Book Deal button or confirmed over the phone, you will have accepted the Deal and the Deal will have been entered into and will be your binding obligation.

You will be responsible for each Deal that is entered into, whether or not it was entered into with your authorization, including any Deal that is entered into by any person who uses a Password without your proper authorization, and any Deal that is entered into by any unauthorized person through a computer which EquityFX Online has been accessed is left unattended. However, you will not be responsible for any unauthorized Deal that is entered into after you have given EquityFX written notice by mail, courier or fax (in the manner described below) to terminate use of Password that was used to enter into the Deal in question.

If for any reason you wish to cancel a Deal that has been entered into, you must notify EquityFX immediately by calling the Customer Support Number. In certain circumstances, EquityFX may have the ability to cancel the Deal, and EquityFX will use its reasonable best efforts to cancel the Deal. However, you understand that once the Deal has been entered into, the Deal is your binding obligation and that the cancellation of any such Deal will be entirely within the sole and absolute discretion of EquityFX. In addition, for any Deal that is cancelled by EquityFX, you must reimburse EquityFX for any breakage costs and other expenses that may have been incurred by EquityFX to cancel the Deal.

The terms of each Deal will be set out in the Deal confirmation presented to you on the Deal Confirmation Screen following your acceptance of the Deal. The Deal confirmation is evidence of the terms of a completed Deal. The Deal will not be invalidated if for any reason the Deal confirmation is not presented to you by EquityFX , including as a result of any computer malfunction. If for any reason the Deal confirmation is not presented to you, the records of EquityFX with respect to that Deal will constitute conclusive evidence of the terms of the Deal. If a Deal confirmation is not presented to you for any reason, you should notify EquityFX immediately by calling the Customer Support Number, and EquityFX will provide you with a confirmation setting out the terms of the Deal.

The terms of each Deal set out in the related Deal confirmation are incorporated into this Agreement and form a part of this Agreement. This Agreement and the terms of each Deal together form the agreement between you and EquityFX and together constitute a single agreement between you and EquityFX. If there is any inconsistency between this Agreement and a Deal confirmation, the Deal confirmation will govern.

Once a Deal has been entered into, you must make each payment or delivery required to be made by you under the terms of the Deal in the Currency, in the amount, on the date and in accordance with the settlement instructions for the Deal, as set out in the related Deal confirmation. You must ensure that any account from which your payment obligations under a Deal are to be made contain sufficient cleared funds to settle the Deal on the value date for the Deal. If the account does not contain sufficient cleared funds to settle the Deal, you will be liable for any resulting fees payable with respect to the account in accordance with the terms under which you hold such account. In addition, if you fail to settle the Deal on the value date for the Deal, EquityFX may, without limiting any other remedies that it may have, in its absolute discretion cancel the Deal, in which case you will have to reimburse EquityFX for any breakage costs and other expenses incurred by EquityFX to cancel the Deal.

If you select a value date for the settlement of a Deal and that date is not a Business Day in the province or state in which any of the accounts from which you will be making or receiving payment for a Deal resides (that is, if the account is maintained at a branch in that province or state), the value date for the Deal will be the first day following the value date that you selected that is a Business Day in each of the provinces in which such accounts reside, notwithstanding anything to the contrary in the Deal confirmation.

EquityFX will use its reasonable best efforts to process your transactions on the same day they are submitted through EquityFX. EquityFX cannot control nor be responsible for the time it takes Financial Institutions to settle accounts. In the event that a transaction is processed on the next business day for whatever reason, EquityFX shall not, in the absence of gross negligence or willful misconduct, be responsible for failure, delays or errors in the completion of the transaction and EquityFX shall have no liability for consequential or special damages.

3.      AUTHORITY TO DEAL

You provided EquityFX with a list of one or more employees who have authority to enter into a Deal on your behalf and/or who have authority to provide EquityFX with settlement and delivery instructions for completed Deals. You represent that each such employee has authority to enter into Deals on your behalf and/or to provide EquityFX with settlement and delivery instructions for completed Deals and that any such Deal will be enforceable against you. Any restrictions on an employee's authority to deal with EquityFX previously communicated by you to EquityFX are deemed to be superseded by your representation in this Agreement as to that employee's authority to enter into Deals, unless you specifically advise EquityFX that those restrictions are also applicable to that employee's authority to enter into Deals.

You also provided EquityFX with a list of one or more Principals on behalf of which you intend to purchase or sell Currencies. You represent that you have full discretionary authority to purchase and sell Currencies on behalf of each of those Principals and that each Deal entered into on behalf of a Principal will be enforceable by EquityFX against the Principal in accordance with its terms.

These representations are deemed to be repeated on each date on which you enter into a Deal. You will indemnify and hold harmless EquityFX from and against all claims, costs, losses and expenses incurred by EquityFX arising out of, or in respect of, any claim that an employee was not authorized to enter into a Deal on your behalf and/or provide EquityFX with settlement and delivery instructions for completed Deals, or that you were not authorized to enter into or perform a Deal for a Principal or that a Deal for a Principal is otherwise not enforceable against the Principal by EquityFX. This indemnity will survive the completion of any Deal or the termination of this Agreement.

4.      RECORDS

EquityFX may maintain a database of all your instructions for EquityFX. EquityFX records will be conclusive and binding on you in any dispute, including in any legal proceeding, as the best evidence of your Deals using EquityFX, in the absence of clear proof that EquityFX's records are erroneous or incomplete.

EquityFX will not be liable to you as a result of any payment that it makes pursuant to incorrect settlement or delivery instructions provided by you when using EquityFX.

5.      SET OFF

If you fail to make a payment or delivery when due under this Agreement or under a Trade, EquityFX may without prior notice set-off any amount owing by you to EquityFX under this Agreement or under a Deal, against any amount owing by EquityFX to you, whether or not the amount is owed to you under this Agreement or under a Deal.

6.      INFORMATION SOURCES

Certain Market Information provided through EquityFX has been independently obtained from various Information Providers through sources believed to be reliable. Neither EquityFX nor the Information Providers guarantee the timeliness, sequence, accuracy, completeness or fitness for a particular purpose of any Market Information provided through EquityFX. The Market Information may include views, opinions and recommendations of individuals or organizations. You understand that neither EquityFX nor the Information Providers necessarily endorse such views or opinions, or are providing any investment, tax, accounting or legal advice to you by including such Market Information in EquityFX.

7.      LIMITATION OF LIABILITY

EquityFX will not be liable to you for any loss, costs or damages which you incur as a result of your use of EquityFX or if EquityFX Online is not available, including if for any reason it is not available during its normal hours of operation. For example, and without limitation, EquityFX will not be liable:

1.      for communication malfunctions that affect the accuracy or timeliness of messages or instructions between you and EquityFX and / or which prevent messages from being transmitted in whole or in part;

2.      if you make a mistake when entering information when using EquityFX online;

3.      if any person fails to log off a personal computer and an unauthorized Deal is entered into using EquityFX Online;

4.      if, for any reason, you cannot access any part of EquityFX Online or EquityFX Online does not function or is not available; or

5.      for any harm or loss to your personal computer records or data.

EquityFX will not be responsible for any loss, damages or injury suffered by you by reason of any act or omission in the course of or in connection with the operation of any Electronic Access Device.

Inaccurate rates posted on the EquityFX site will not be honored.

8.      SERVICE MODIFICATIONS AND INTERRUPTIONS

EquityFX may modify any or all of EquityFX Online at any time. EquityFX Online may periodically be unavailable to you during its normal hours of operation in order to allow for maintenance, updates or other cause. EquityFX will not be responsible for delays or failures in performance resulting from acts beyond its reasonable control. Such acts include but are not limited to, acts of God, strikes, postal interruptions, lockouts, riots, acts of war, epidemics, fire, communication line failures, power failures, equipment or software malfunction, earthquakes or other disasters.

9.      GENERAL

This Agreement is in addition to, and not in substitution of, any other present or future agreement between you and EquityFX.

10.     CHANGES TO THIS AGREEMENT

Upon prior notice to you, which may include communication via EquityFX, EquityFX may amend any provision of this Agreement at any time, and your continued use of EquityFX after the date of any such amendment will constitute for all purposes your agreement and consent to such amendment.

11.     TERMINATION

EquityFX may terminate this Agreement at any time without notice. You may terminate this Agreement at any time by notifying EquityFX in writing in accordance with Section 12. Termination of this Agreement by either EquityFX or you will not affect any Trades that were entered into prior to such termination, in respect of which this Agreement shall continue until all obligations under those Trades have been performed.

12.     NOTICES AND COMMUNICATION OF INSTRUCTIONS

Notices which you need to deliver to EquityFX must be delivered by electronic mail, to info@EquityFX.com

EquityFX may, but is not obliged to, rely and act upon telephone, fax and any other electronically transmitted instructions from or purporting to be from a person authorized by you and which EquityFX believes in good faith to be genuine. EquityFX shall not, in the absence of gross negligence or willful misconduct, be responsible for failure, delays or errors in the receipt of such instructions and EquityFX shall have no liability for consequential or special damages.