Member Terms

1. Agreement and acceptance

These Member Terms (the "Terms") are a legally binding agreement between MooChedda Inc., a corporation organized under the laws of [State / Province of incorporation], with its registered office at [Registered office address] ("MooChedda", "we", "us" or "our"), and the firm that applies for and is admitted to membership (the "Member" or "you"). They govern the Member's access to and use of the MTFX platform, its websites, applications, application programming interfaces ("API") and related services (together, "MTFX" or the "Service").

The individual who submits a membership application confirms that he or she is authorised to bind the Member, and accepts these Terms on the Member's behalf. We record the version accepted, the time and the IP address. Our Privacy Policy, the fee schedule, the instrument terms on each instrument's details page, and any rules, notices or procedures we publish on the Service (together, the "Rules") form part of these Terms. If they conflict, these Terms prevail unless a Rule expressly says otherwise.

2. What MTFX is, and is not

MTFX is a technology platform that lets Members enter orders, matches them on order books and through auctions and requests for quote, records the resulting trades and obligations, nets those obligations, and produces settlement instructions and records. In particular:

• No custody. MooChedda does not hold, receive, safeguard, transfer or control money, securities, crypto-assets or any other property for Members or their clients. Balances and positions on MTFX are records only. They reflect funding that a Member's custodian has confirmed, and trading on MTFX. They are not deposits with, or debts owed by, MooChedda.
• No settlement guarantee. MTFX records each side's obligations and nets them, and the software describes this using terms such as "clearing" and "central counterparty". MooChedda does not become a party to any trade, does not guarantee performance, and does not assume counterparty or settlement risk. Members settle through their own custodians and settlement arrangements, and each Member bears the risk of its counterparty's failure to settle.
• Regulatory status. MooChedda is not registered, licensed or authorized as a national securities exchange, alternative trading system, multilateral or organized trading facility, broker-dealer, futures commission merchant, swap execution facility, clearing agency, derivatives clearing organization, central counterparty, central securities depository, custodian, transfer agent, investment adviser, money services business, money transmitter or bank in any jurisdiction. Product names and descriptive terms do not indicate otherwise.
• No client relationship. MooChedda has no customer, advisory or fiduciary relationship with any Member's clients.
• Price data. Some instruments may show prices labelled "simulated" or "derived" until a market-data feed covers them (Section 16).

3. Definitions

"Authorised User" means an individual a Member authorises to use MTFX on its behalf. "Client" means any person on whose behalf a Member enters an order or holds a position. "Instrument" means any asset, contract or pair listed on MTFX. "Order" means an instruction to buy or sell an Instrument. "Trade" means the execution of an Order, in whole or in part. "Custodian" means a bank, broker, custodian, wallet provider or settlement agent that holds money or assets for a Member or its Clients. "Business Day" means a day on which the relevant Instrument's market calendar is open. "Applicable Law" means all laws, regulations, rules of self-regulatory organisations, orders and sanctions programs that apply to a party or to its activity on MTFX.

4. Membership and eligibility

Membership is available only to firms that are, and remain throughout their membership:

• duly organized and in good standing in their jurisdiction of formation;
• licensed, registered or authorized as a broker, dealer, broker-dealer or equivalent in each jurisdiction where that is required for their activity on MTFX, including dealing in each type of Instrument they trade and serving the Clients they serve;
• not named on, owned or controlled by a person named on, or located in a country or territory subject to, any sanctions list or comprehensive sanctions program administered by the United States, Canada, the United Kingdom, the European Union, the United Nations or any other relevant authority; and
• admitted by MooChedda following review.

We may verify any information in an application, including with regulators and public registers, and may request further information. Admission, the Instruments a Member may trade and any limits are at our sole discretion. Approval requires two of our authorised personnel. Admission is not an endorsement of the Member or a determination that it holds the licences it needs; that remains the Member's responsibility.

The Member represents and warrants that all information it provides is true, complete and current. It must notify us within two (2) Business Days of any change to its licences, registrations, regulatory status, ownership or control, any regulatory action or investigation relating to its activity on MTFX, or any insolvency event.

5. Member obligations

The Member is solely responsible for, and must comply with all Applicable Law relating to:

• its own licensing, registration, capital, conduct and reporting obligations;
• best execution, order handling, fair allocation and client priority;
• trade and transaction reporting to any regulator or repository;
• record-keeping required of it, independently of the records MTFX keeps;
• the safeguarding and segregation of Client money and assets, through its Custodians;
• settlement of its obligations with its counterparties through its Custodians, on time;
• tax withholding and reporting; and
• its risk management, including the use of the limits MTFX provides, which supplement but do not replace its own controls.

6. Members' clients

Clients are the Member's clients, not MooChedda's. The Member is solely responsible for client onboarding, identity verification and anti-money-laundering and sanctions checks (KYC/AML), suitability and appropriateness assessments, disclosures, client agreements, complaints handling and all other obligations it owes its Clients. Clients may not access MTFX directly. The Member must not represent that MooChedda is responsible for its Clients, their assets or their orders. The Member is responsible for every Order it enters, whether for itself or a Client, and for all obligations arising from it.

7. Authorised users and security

The Member must ensure that its Authorised Users are suitably qualified, comply with these Terms, and keep their credentials, two-factor authentication devices, recovery codes and API keys confidential. Two-factor authentication must be enabled for every Authorised User who can enter Orders, unless we agree otherwise in writing. The Member must remove access promptly when an Authorised User leaves or no longer needs it, and notify us immediately at security@[your-domain] of any suspected unauthorised access.

To the maximum extent permitted by Applicable Law, the Member is responsible for all activity carried out with its Authorised Users' credentials or its API keys, whether or not authorised by it, except to the extent caused by our fraud, gross negligence or wilful misconduct. We may rely on any instruction that appears to come from the Member through the Service.

8. Trading balances, funding and release

A Member's own trading balances on MTFX are recorded only on confirmation, satisfactory to us, from the Member's Custodian that the corresponding money or assets are held and available to settle the Member's obligations. Recording such a balance requires two of our authorised personnel.

Where a Member offers MTFX accounts to its Clients, the Member records in the broker portal each Client deposit its Custodian has actually received, and pays out each Client release request it approves, recording the Custodian's reference. The Member is solely responsible for the accuracy of what it records, for holding the corresponding Client assets, and for paying out approved releases. Releases are held on MTFX until the Member completes or rejects them. Only settled balances may be released.

MTFX balances are not an account with MooChedda, and MooChedda owes no amount to any Member or Client by reason of them. The Member must keep its Custodian records and its MTFX balances reconciled, and must tell us promptly of any difference. We may correct, adjust or reverse any balance recorded in error.

9. Orders and trading

MTFX may support market, limit and stop-limit Orders, with time-in-force options including good-till-cancelled, day, good-till-date, immediate-or-cancel and fill-or-kill, and post-only and iceberg instructions. Every Order is checked before acceptance, against membership status, eligibility, trading hours and market calendars, Instrument status, tick and lot size, size and value limits, price collars, reference-price freshness, available balance and risk limits. An Order that fails a check is rejected and the reason recorded. Accepting an Order does not guarantee that it will be executed.

Unless an Instrument uses another trading model, Orders match on a central limit order book by price-time priority. A market Order executes only against resting limit Orders, may be partly filled or not filled, and any unfilled remainder is cancelled. Execution prices may differ from the last or reference price. A cancellation takes effect only when MTFX processes it. The Member must report any apparent error or discrepancy to us within one (1) Business Day; otherwise, to the extent permitted by Applicable Law, the record is final.

10. Auctions and requests for quote

Some Instruments trade in periodic call auctions, which uncross at the single price that maximises executed volume under the published tie-break rules. Others trade by request for quote: a Member requests quotes, dealers (which may include a dealer operated by or for MooChedda) may respond with firm quotes valid for a limited time, and a Trade occurs only if the requester accepts before expiry. No dealer is obliged to quote.

11. Netting and settlement instructions

For each Trade, MTFX records what each Member must deliver and receive, nets obligations per Member, account and currency, and produces settlement instructions for the settlement date shown, normally one Business Day after the trade date (T+1), skipping weekends and market holidays. The Member must settle through its Custodian on the settlement date and confirm settlement as the Rules require. MTFX marks obligations as settled according to its procedures. Those records do not show that any money or asset has moved, and the Member must reconcile them with its Custodian.

MooChedda is not liable for any failure or delay in settlement by any Member, Client or Custodian. Where a Member fails to settle, we may flag the failure, suspend the Member, cancel or reverse the affected records, share information with the counterparty, and take any other action described in these Terms. The counterparty's remedies are against the failing Member.

12. Errors, halts and trade reversals

We may halt or suspend trading in any Instrument, or on the whole Service, at any time and without notice. This includes when circuit breakers or price collars trigger, during system problems, or when we suspect market abuse. We may cancel, adjust or reverse any Trade or related record that we determine in good faith resulted from an error, a malfunction, a clearly erroneous price, a breach of these Terms or fraudulent or manipulative activity. Reversals require two of our authorised personnel and are recorded in our audit log. Our determination is final. To the maximum extent permitted by Applicable Law, we are not liable for any loss arising from a halt, cancellation, adjustment or reversal.

13. Derivatives

Futures, options, warrants and perpetual swaps on MTFX are cash-settled contracts referencing a reference price. Margin requirements are set by us, shown on the Service and may change without notice. If a Member's recorded margin falls below requirements, we may reduce or close its positions at prevailing prices, without notice and in any order. Perpetual swaps exchange periodic funding payments. Futures and options expire and are cash-settled as described in the Instrument terms; options may expire worthless. Model-derived prices are estimates, not quotes. The Member is responsible for ensuring that derivatives are appropriate for any Client for whom it trades them.

14. Corporate actions

Where MTFX processes corporate actions such as dividends, splits, coupons and redemptions, entitlements are calculated from recorded holdings at the record date and recorded as described on the Service. MTFX does not pay or receive the underlying amounts; Members collect them through their Custodians. We may correct records made in error. Yields and accrued interest are indicative.

15. Fees and invoicing

The Member must pay the fees in the fee schedule. These are currently an exchange fee charged on each fill in the quote currency, at the standard rate or an Instrument's own rate. A Member may also configure a commission it charges its own Clients, which is the Member's responsibility. MTFX records fees on its ledger when each fill occurs. Because MooChedda holds no money, fees are invoiced to the Member periodically and are payable within [30] days of the invoice date, without set-off, in the currency invoiced. Late amounts bear interest at the lesser of 1% per month and the maximum rate permitted by law. Fees are exclusive of taxes, which the Member must pay. We may change fees on thirty (30) days' notice; changes apply to Orders placed after they take effect, and a resting limit Order keeps the rate in force when it was placed.

16. Prices and market data

Prices, charts, reference prices, valuations, yields, Greeks and other data on MTFX ("Market Data") may come from third-party providers or Trades on MTFX, may be derived from models, or, for Instruments not yet covered by a feed, may be simulated. Each price is labelled with its quality and age where possible, but labels and data may be inaccurate, delayed or incomplete. Market Data is provided for information and for MTFX's own risk checks. The Member is responsible for its own valuation, best-execution and reporting decisions. The Member may not redistribute Market Data outside its own organisation without our written consent, or in breach of any third-party provider's terms.

17. Conflicts of interest

The Member acknowledges and agrees that:

• MooChedda operates the order books, matching, netting, ledger and settlement-instruction functions of MTFX and sets their rules, parameters, fees, margin requirements and reference prices;
• where enabled, one or more liquidity providers or dealers operated by or for MooChedda may quote, respond to requests for quote and trade on MTFX, including against the Member's Orders, and may profit from doing so; and
• MooChedda earns fees on Trades.

We manage these conflicts through rules applied equally to all participants, including the same price-time priority for all Orders, information barriers between platform operations and any affiliated liquidity provider, and system-enforced controls. To the extent permitted by Applicable Law, the Member consents to these arrangements.

18. No advice

MooChedda does not provide investment, financial, legal, tax, accounting or regulatory advice, and nothing on MTFX is a recommendation. The Member makes its own decisions and is responsible for any advice or recommendation it gives its Clients.

19. Prohibited conduct

The Member must not, and must ensure its Authorised Users and Clients do not, attempt or assist anyone else to:

• manipulate or attempt to manipulate any market or price, including by wash trades, matched or pre-arranged trades, spoofing, layering, quote stuffing, marking the close, momentum ignition or front-running;
• use MTFX for or in connection with money laundering, terrorist financing, sanctions evasion, fraud, tax evasion or any other unlawful purpose;
• give MTFX access to any person who is not an Authorised User, or allow Clients direct access;
• access MTFX by automated means other than our published API, scrape it, exceed rate limits or place an unreasonable load on it;
• probe, scan or test the vulnerability of MTFX or bypass any security or access control without our prior written authorisation;
• introduce malware or interfere with MTFX or any other Member's use of it;
• copy, modify, decompile or reverse engineer MTFX, except as Applicable Law expressly permits despite this restriction; or
• exploit any error, bug or mispricing instead of reporting it promptly.

20. Monitoring and surveillance

We monitor activity on MTFX, including with automated surveillance for patterns such as excessive cancellations, wash trading and self-crossing. Alerts are reviewed by people. The Member must cooperate with our inquiries and promptly provide information we reasonably request, including the identity of the Client behind an Order where Applicable Law allows. We may share information with regulators, law enforcement and other authorities, and with the Member's regulator, as permitted or required by Applicable Law.

21. API access

API keys are issued per Authorised User, shown once, limited to chosen scopes and revocable by the Member or by us at any time. The Member is responsible for all requests made with its keys and for the systems that use them, including their pre-trade controls. We may set and change rate limits and may change, suspend or discontinue the API without liability, giving reasonable notice of material changes where practicable.

22. Suspension and termination

We may suspend a Member, restrict its activity, cancel its open Orders, close its positions at prevailing prices or by cash settlement, or terminate its membership, with immediate effect and, where Applicable Law allows, without giving reasons. This includes where we reasonably believe that:

• the Member has breached these Terms, the Rules or Applicable Law;
• it no longer holds a required licence or has failed to settle;
• it is subject to an insolvency event or regulatory action; or
• continuing to provide the Service could expose us, other Members or the Service to legal, regulatory, financial, security or reputational risk.

Either party may terminate membership for convenience on thirty (30) days' written notice. Termination does not affect obligations arising from Trades executed before it, which must be settled, or fees already due. Sections 2, 5, 6, 7 (second paragraph), 8, 11, 12, 15 to 18 and 22 to 37, and any provision that by its nature should survive, survive termination.

23. Intellectual property

MTFX and all software, designs, documentation, Market Data compilations and other content on it are owned by MooChedda or its licensors. Subject to these Terms, we grant the Member a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use MTFX through its Authorised Users for its own business during its membership. All other rights are reserved. "MooChedda", "MTFX" and related names and logos are our trademarks. The Member may state that it is an MTFX member but may not otherwise use our marks without consent. Feedback may be used by us without restriction or obligation.

24. Confidentiality

Each party must keep confidential the other's non-public information received in connection with MTFX, use it only for the purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the recipient, was already known to it, is independently developed, or must be disclosed by law or to a regulator, in which case the recipient will, where lawful, give notice. We may use and publish aggregated, anonymised trading statistics that do not identify any Member or Client.

25. Data protection

Our Privacy Policy describes how we handle personal data of Authorised Users and others. Where a Member gives us personal data about its Authorised Users or Clients, it confirms that it has a lawful basis and has given any notices needed for us to process that data as described. Members should not submit Client personal data to MTFX except where these Terms or the Rules require it, and should use Client identifiers instead. Where Applicable Law requires a data processing agreement, the parties will enter into one on our standard terms.

26. Third-party services

MTFX relies on third-party services, including hosting, email delivery, market-data and screening providers. We are not responsible for third-party services or their availability, and the Member's use of any of them may be subject to their terms. The Member's Custodians are the Member's own service providers and are not our agents.

27. Notices and records

The Member consents to receive all notices, confirmations and other communications electronically, through the Service or by email to the addresses it provides, and agrees that they satisfy any requirement for written communications. Our records of Orders, Trades, obligations, balances, ledger entries, communications and acceptance of these Terms are conclusive evidence of their contents absent manifest error. We may record communications. Legal notices to us must be sent in writing to the address in Section 37.

28. Risk disclosure

Trading involves substantial risk. The Member acknowledges, and must make appropriate disclosures to its Clients about, the following risks among others:

• Market and liquidity risk. Prices can move suddenly and severely, there may be no counterparty at a desired price, and Orders may be partly filled or unfilled.
• Counterparty and settlement risk. MooChedda does not guarantee settlement. A counterparty or Custodian may fail to deliver, and settlement may be delayed, fail or be reversed.
• Leverage and derivatives. Futures, options, warrants and perpetual swaps can magnify losses; positions may be liquidated without notice, losses can exceed amounts committed, written options carry potentially unlimited risk, and funding payments can be large.
• Crypto-assets, stablecoins and tokenized assets. These can be highly volatile, lose their peg or all value, and are exposed to technology, custody, fork, hacking and regulatory risks. Tokens may not confer enforceable rights in underlying assets.
• Bonds and foreign exchange. Interest-rate, credit, default, call and currency risks; yields shown are indicative.
• Technology and cyber risk. MTFX may be unavailable, slow, inaccurate or compromised; Orders may not be placeable, amendable or cancellable when intended.
• Data risk. Prices may be third-party, modelled, delayed, stale or simulated, and labels may be wrong.
• Regulatory and legal risk. Changes in law or regulatory action may restrict or end MTFX or affect particular Instruments, Members or Clients.

29. Disclaimer of warranties

To the maximum extent permitted by Applicable Law, MTFX, all Market Data and all content are provided "as is" and "as available", with all faults and without warranty of any kind. MooChedda, its affiliates and their respective directors, officers, employees, agents, licensors and suppliers disclaim all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and any arising from course of dealing or usage of trade. We do not warrant that MTFX will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that any data, calculation, record or instruction will be accurate, complete or current.

30. Limitation of liability

To the maximum extent permitted by Applicable Law:

1. In no event will MooChedda, its affiliates or their respective directors, officers, employees, agents, licensors or suppliers (the "MooChedda parties") be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, trading opportunity, goodwill, data or use, or the cost of substitute services, however caused and under any theory of liability, even if advised of their possibility.
2. The MooChedda parties are not liable for any loss arising from: market movements; the execution, non-execution, partial execution, delay, cancellation, adjustment or reversal of any Order, Trade or record; any failure to settle by any Member, Client or Custodian; trading halts; liquidations; Market Data errors; any act or omission of a Member, Client, Custodian or third-party provider; unauthorised use of a Member's credentials not caused by our fraud, gross negligence or wilful misconduct; or any event described in Section 32.
3. The total aggregate liability of the MooChedda parties for all claims arising out of or relating to these Terms or MTFX in any twelve-month period will not exceed the fees the Member actually paid to MooChedda in the twelve (12) months before the event giving rise to the claim.
4. These limitations apply even if a remedy fails of its essential purpose and are an essential basis of the bargain between the parties.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Applicable Law, including liability for fraud or for death or personal injury caused by negligence.

31. Indemnification

The Member will defend, indemnify and hold harmless the MooChedda parties from and against all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) the Member's or its Authorised Users' use of MTFX; (b) any Order entered by or for the Member, including for any Client; (c) any claim by a Client or a Custodian of the Member; (d) any failure by the Member to settle; (e) the Member's breach of these Terms, the Rules or Applicable Law, including any failure to hold a required licence; or (f) any information the Member provides. We may assume exclusive control of the defence of any matter subject to indemnification, and the Member will cooperate.

32. Force majeure

We are not liable for any failure or delay caused by events beyond our reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, governmental or regulatory action, sanctions, failures of markets, data providers, Custodians, payment systems, blockchains, telecommunications, power or hosting providers, and cyber-attacks.

33. Changes

We may change MTFX, its Instruments, parameters and Rules at any time. We may amend these Terms on at least thirty (30) days' notice for material changes, or sooner where required for legal, regulatory or security reasons. Continued use after a change takes effect is acceptance. A Member that does not agree may terminate under Section 22.

34. Dispute resolution

This section affects your legal rights, including the right to sue in court and to a jury trial.

34.1 Negotiation

The parties will first try to resolve any dispute through good-faith negotiation between senior representatives for at least thirty (30) days after written notice of the dispute.

34.2 Binding arbitration

Any dispute, claim or controversy arising out of or relating to these Terms or MTFX, including about the validity, scope or enforceability of this agreement to arbitrate, will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in [City, State]. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section 34.

34.3 Class action and jury waiver

Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. Each party waives any right to a jury trial.

34.4 Exceptions and time limit

Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information or to stop unauthorised access to MTFX. To the maximum extent permitted by Applicable Law, any claim must be brought within one (1) year after it arises.

35. Governing law

These Terms are governed by the laws of [State / Province] and the federal laws applicable there, without regard to conflict-of-laws principles. Subject to Section 34, the courts located in [County, State] have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

36. General provisions

• Entire agreement. These Terms and the Rules are the entire agreement between the parties about MTFX and supersede all prior agreements and understandings.
• Assignment. The Member may not assign or transfer these Terms or its membership without our prior written consent. We may assign them in connection with a merger, acquisition, reorganisation or sale of assets.
• Severability. An invalid provision will be enforced to the maximum extent permissible, and the rest remain in effect.
• No waiver. A failure or delay in enforcing a right is not a waiver of it.
• Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship.
• No third-party beneficiaries. No Client or other third party has rights under these Terms, except that the MooChedda parties may enforce Sections 29 to 31.
• Interpretation. Headings are for convenience. "Including" means "including without limitation". These Terms will not be construed against the drafter.
• Language. The English version prevails over any translation.

37. Contact

MooChedda Inc.
[Registered office address]
Legal notices: legal@[your-domain]
Membership and operations: operations@[your-domain]
Security reports: security@[your-domain]