1. Agreement and acceptance
These Terms of Service (the "Terms") are a legally binding agreement between you and 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"). They govern your use of the MTFX platform as an individual account holder, including its websites, applications, application programming interfaces ("API") and related services (together, the "Service"). Broker and dealer firms are governed instead by the Member Terms.
You accept these Terms when you tick the acceptance box and create an account, or when you otherwise use the Service. We record the version you accepted and when you accepted it. Our Privacy Policy, the fee schedule shown in your account, the instrument terms on each instrument's details page, and any other rules we publish on the Service (the "Rules") are 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 trading platform. It accepts orders, matches them on order books and through auctions and requests for quote, records trades and the resulting obligations, nets them, and produces settlement instructions and records. Individual accounts are serviced through the house broker account on MTFX. In particular:
- No custody by MooChedda. MooChedda does not hold, receive, safeguard or transfer money, securities, crypto-assets or other property for you. Balances and positions on MTFX are records: they reflect funding confirmed as described in Section 7, and your trading. They are not deposits with, or debts owed by, MooChedda.
- No settlement guarantee. MTFX records each side's obligations and nets them; the software uses terms such as "clearing" to describe this. MooChedda does not become a party to your trades, does not guarantee their performance and does not assume counterparty or settlement risk.
- 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, clearing agency, central counterparty, custodian, investment adviser, money transmitter or bank in any jurisdiction. Product names and descriptive terms do not indicate otherwise.
- No protection schemes. Balances recorded on MTFX are not protected by the Securities Investor Protection Corporation (SIPC), the Federal Deposit Insurance Corporation (FDIC), the Canadian Investor Protection Fund (CIPF), the UK Financial Services Compensation Scheme (FSCS) or any similar scheme.
- No offer. Nothing on the Service is an offer or solicitation to buy or sell any financial instrument in any jurisdiction where that would be unlawful.
- Price data. Some instruments may show prices labelled "simulated" or "derived" until a market-data feed covers them (Section 15).
3. Definitions
"Account" means your user account. "Instrument" means any asset, contract or pair listed on the Service. "Order" means an instruction to buy or sell an Instrument. "Trade" means the execution of an Order, in whole or in part, and "Fill" each individual execution. "Business Day" means a day on which the relevant Instrument's market calendar is open. "Applicable Law" means all laws, regulations, rules, orders and sanctions programs that apply to you, to us or to the Service.
4. Eligibility
To use the Service you must be at least 18 years old, or the age of majority where you live if higher, and have full legal capacity. You must not be 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 of the United States, Canada, the United Kingdom, the European Union, the United Nations or any other relevant authority. You must not be located in, or a resident or citizen of, a jurisdiction where using the Service is prohibited; we may block access from any jurisdiction. You must use the Service only for your own account, and you may hold only one Account unless we agree otherwise. Some Instruments are restricted to particular account types or jurisdictions; these restrictions are enforced when you place an Order.
5. Your account and security
You must give us accurate, current and complete information and keep it up to date. You are responsible for keeping your password, two-factor device, recovery codes and API keys confidential; we strongly recommend enabling two-factor authentication. Tell us immediately at security@[your-domain] if you suspect unauthorized access.
To the maximum extent permitted by Applicable Law, you are responsible for all activity under your Account, including every Order placed with your credentials or API keys, whether or not you authorized it, except to the extent caused by our fraud, gross negligence or wilful misconduct. We may act on any instruction that appears to come from you through the Service. We may require additional authentication, lock an Account after repeated failed sign-ins, end sessions or revoke API keys to protect you, other users or the Service.
6. Verification, screening and compliance
We may verify your identity and screen you against sanctions and other watch lists when you register and at any time after. We may let you trade before verification is complete, but we may at any time require it, and may restrict, freeze or close your Account if verification or screening is incomplete or unsatisfactory, or if we suspect a breach of Applicable Law or these Terms. You authorize us, directly or through third-party providers, to make the inquiries we consider necessary. Where the law allows, we do not have to give reasons, and we may report information to law-enforcement, regulatory or other authorities where required or permitted.
7. Where your assets are held; deposits and releases
Your money and assets are held by one of two parties, never by MooChedda: (a) if you opened your account with a member broker, by that broker and its custodian, under your agreement with the broker; or (b) otherwise, by MTFX's licensed custody partner, under the custody partner's terms, which you must also accept. Your MTFX balance is credited only when that custodian confirms it has received your deposit.
When you release funds, the amount is held on MTFX until your custodian pays it out (it then leaves your balance) or the release is rejected or fails (it returns to your available balance). You are responsible for giving correct payout details; payouts to a wrong address or account may be impossible to recover. Only settled balances may be released, and proceeds of a Trade become releasable after settlement. We may correct, adjust or reverse any balance recorded in error, and you must tell us promptly of any difference you notice. MooChedda is not liable for any act, omission, delay or insolvency of a broker or custodian.
8. Orders and trading
The Service 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 eligibility, account status, 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. Acceptance does not guarantee execution.
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 and may be partly filled or not filled; any unfilled remainder is cancelled. Execution prices may differ from the last or reference price. A cancellation takes effect only when processed. You are solely responsible for your Orders and must report any apparent error within five (5) Business Days; otherwise, to the extent permitted by Applicable Law, the record is final.
9. Auctions and requests for quote
Some Instruments trade in periodic call auctions that uncross at the single price maximizing executed volume. Others trade by request for quote: dealers, which may include a dealer operated by or for MooChedda, may respond with firm quotes for a limited time, and a Trade occurs only if you accept before expiry. No dealer is obliged to quote.
10. Netting and settlement
For each Trade, MTFX records what each side must deliver and receive, nets obligations, and produces settlement instructions for the settlement date shown, normally one Business Day after the trade date (T+1), skipping weekends and market holidays. MTFX marks obligations as settled according to its procedures. MooChedda is not liable for any failure or delay in settlement by any counterparty, broker or custodian. We may delay, fail, cancel or reverse a settlement record where a transfer fails, there is an error, or we consider it necessary to protect the Service. Proceeds of unsettled Trades cannot be released.
11. Errors, halts and trade reversals
We may halt or suspend trading in any Instrument or on the whole Service at any time without notice, including 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 authorized 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.
12. Derivatives
Futures, options, warrants and perpetual swaps on the Service are cash-settled contracts referencing a reference price. Margin requirements are set by us, shown on the Service and may change without notice. If your margin falls below requirements, we may reduce or close your positions at prevailing prices, without notice and in any order, and you remain responsible for any deficit. 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.
13. Corporate actions
Where the Service processes dividends, splits, coupons and redemptions, entitlements are calculated from recorded holdings at the record date and recorded as described on the Service. We may correct records made in error. Yields and accrued interest are indicative.
14. Fees
You agree to pay the fees in the fee schedule shown in your Account and on the order ticket: currently an exchange fee and a broker commission, charged in the quote currency on each Fill and recorded against your balance. A buyer's fee is added to the amount paid; a seller's is deducted from the proceeds. Some Instruments carry their own exchange fee. A resting limit Order keeps the rate in force when it was placed. We may change fees; changes apply to Orders placed after they take effect.
15. Prices and market data
Prices, charts, reference prices, valuations, yields and other data on the Service ("Market Data") may come from third-party providers or trades on the Service, 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 only and must not be relied on for decisions outside the Service. You may not redistribute or commercially exploit it without our written consent.
16. Conflicts of interest
You acknowledge and agree that: MooChedda operates the order books, matching, netting, ledger and settlement-instruction functions of the Service and the house broker account through which individual accounts are serviced, and sets their rules, fees, margin requirements and reference prices; where enabled, liquidity providers or dealers operated by or for MooChedda may quote and trade on the Service, including against your Orders, and may profit from doing so; and MooChedda earns fees and commissions on your Trades. We manage these conflicts through rules applied equally to all participants, including the same price-time priority for every Order, and system-enforced controls. To the extent permitted by Applicable Law, you consent to these arrangements.
17. No advice; your responsibility
We do not provide investment, financial, legal, tax or accounting advice, and nothing on the Service is a recommendation that any Instrument, strategy or transaction is suitable for you. You alone decide whether to place any Order and should consult your own advisers. You are responsible for any taxes, reporting and record-keeping arising from your use of the Service.
18. Prohibited conduct
You must not, or attempt to, or help anyone else to:
- manipulate any market or price, including by wash trades, matched or pre-arranged trades, spoofing, layering, quote stuffing, marking the close or front-running;
- use the Service for money laundering, terrorist financing, sanctions evasion, fraud, tax evasion or any other unlawful purpose;
- open or operate multiple Accounts, impersonate anyone or give false information;
- share, sell or transfer your Account or credentials;
- access the Service by automated means other than our published API, scrape it or exceed rate limits;
- probe, scan or test the Service's security or bypass any access control without our written authorization;
- introduce malware or interfere with the Service or other users;
- copy, modify, decompile or reverse engineer the Service, except as Applicable Law expressly permits; or
- exploit any error, bug or mispricing instead of reporting it promptly.
19. Monitoring and surveillance
We monitor activity on the Service, including with automated surveillance for patterns such as excessive cancellations, wash trading and self-crossing Orders. Alerts are reviewed by people. We may investigate, take any action described in these Terms, retain records and share information with authorities and our advisers as permitted or required by Applicable Law.
20. API access
API keys are personal to you, shown once, limited to the scopes you choose and revocable by you or by us at any time. You are responsible for every request made with your keys. We may set and change rate limits and may change, suspend or discontinue the API without liability.
21. Suspension and termination
We may suspend, restrict or terminate your Account or access, cancel open Orders, close positions at prevailing prices or by cash settlement, or refuse any transaction, at any time and, where Applicable Law allows, without notice or reasons. This includes where we reasonably believe you have breached these Terms or Applicable Law, your Account is involved in fraud, market abuse or other unlawful activity, we are required to do so, or continuing would expose us, other users or the Service to legal, regulatory, financial, security or reputational risk. You may close your Account once you have no balances, open Orders or positions, and may request erasure of your personal data as described in our Privacy Policy. Sections 2, 5 (second paragraph), 7, 10, 11, 14 to 17, 22 and 25 to 35, and any provision that by its nature should survive, survive termination.
22. Intellectual property
The Service and all software, designs, text, graphics, logos, Market Data and documentation on it are owned by MooChedda or its licensors. We grant you a limited, personal, revocable, non-exclusive, non-transferable licence to use the Service for its intended purpose. All other rights are reserved. "MooChedda", "MTFX" and related names and logos are our trademarks. Feedback you give us may be used without restriction or obligation.
23. Third-party services
The Service relies on third-party services such as hosting, email delivery, market-data, identity-verification and screening providers. We are not responsible for third-party services or their availability, and your use of them may be subject to their own terms.
24. Privacy
Our Privacy Policy explains how we collect, use, share and protect personal information and the rights you have.
25. Electronic communications and records
You consent to receive all agreements, notices, confirmations and other communications electronically, through the Service or by email to your Account address, and agree they satisfy any requirement for written communications. Our records of Orders, Trades, balances, ledger entries, communications and acceptance of these Terms are conclusive evidence of their contents absent manifest error.
26. Risk disclosure
Trading involves substantial risk. Do not trade unless you understand these risks and can afford to lose everything you commit:
- Market and liquidity risk. Prices can fall as well as rise, suddenly and severely; there may be no counterparty at your price; past performance is not a reliable indicator of future results.
- Counterparty and settlement risk. MooChedda does not guarantee settlement. Settlements can fail, be delayed 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; funding payments can be large.
- Crypto-assets, stablecoins and tokenized assets. Highly volatile, may lose their peg or all value, and exposed to technology, custody, hacking and regulatory risks; tokens may not give 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. The Service may be unavailable, slow, inaccurate or compromised, and you may be unable to place, change or cancel Orders when you want.
- Data risk. Prices may be third-party, modelled, delayed, stale or simulated, and labels may be wrong.
- Regulatory risk. Changes in law or regulatory action may restrict or end the Service or affect particular Instruments.
27. Disclaimer of warranties
To the maximum extent permitted by Applicable Law, the Service, 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 the Service will be uninterrupted, timely, secure or error-free, or that any data, calculation or record will be accurate, complete or current.
28. Limitation of liability
To the maximum extent permitted by Applicable Law:
- 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, however caused and under any theory of liability, even if advised of their possibility.
- 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; trading halts; liquidations; Market Data errors; unauthorized use of your Account not caused by our fraud, gross negligence or wilful misconduct; third-party services; or any event described in Section 30.
- The total aggregate liability of the MooChedda parties for all claims arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid to us in the twelve (12) months before the event giving rise to the claim, and (b) one hundred United States dollars (US$100).
- These limitations apply even if a remedy fails of its essential purpose.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Applicable Law, including liability for fraud, for death or personal injury caused by negligence, or for gross negligence or wilful misconduct where the law does not allow it to be limited, and nothing affects any non-waivable statutory rights you have as a consumer.
29. Indemnification
To the maximum extent permitted by Applicable Law, you will defend, indemnify and hold harmless the MooChedda parties from all claims, losses, liabilities, damages, fines, costs and expenses (including reasonable legal fees) arising out of or relating to your use or misuse of the Service, your breach of these Terms or Applicable Law, your violation of any third party's rights, or any activity under your Account or API keys.
30. Force majeure
We are not liable for any failure or delay caused by events beyond our reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, governmental action, sanctions, failures of markets, data providers, brokers, custodians, payment systems, blockchains, telecommunications, power or hosting providers, and cyber-attacks.
31. Changes to the Service and Terms
We may change the Service at any time. We may amend these Terms; for material changes we will give notice through the Service or by email at least fourteen (14) days before they take effect, unless a shorter period is required for legal, regulatory or security reasons. If you keep using the Service after a change takes effect, you accept it; if you do not agree, stop using the Service and close your Account.
32. Dispute resolution and arbitration
Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to a jury trial.
32.1 Informal resolution first
Before starting any proceeding, each party will try to resolve a dispute informally by written notice (to us at legal@[your-domain], to you at your Account email). If it is not resolved within sixty (60) days, either party may start arbitration.
32.2 Binding individual arbitration
Except as stated in Section 32.5, any dispute arising out of or relating to these Terms or the Service, including about the validity, scope or enforceability of this agreement to arbitrate, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, before a single arbitrator, seated in [City, State] unless the parties agree otherwise. The arbitrator may award only individual relief. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section 32.
32.3 Class action and jury trial waiver
You and we each agree that any proceeding will be conducted only on an individual basis and not in any class, collective, consolidated, private attorney general or representative action, and each waives any right to a jury trial.
32.4 Mass arbitration
If twenty-five (25) or more similar demands are filed against us by or with the help of the same or coordinated counsel, they will be administered in batches under the AAA's mass-arbitration procedures.
32.5 Exceptions
Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek equitable relief in court to protect intellectual property or stop unauthorized access to the Service.
32.6 Opting out
You may opt out of this arbitration agreement by emailing legal@[your-domain] within thirty (30) days after first accepting these Terms, with your name, Account email and a clear statement that you opt out.
32.7 Time limit and severability
To the maximum extent permitted by Applicable Law, any claim must be brought within one (1) year after it arises. If the class action waiver is found unenforceable for a claim, that claim will be severed, brought in court and stayed pending arbitration of the rest. If you live where pre-dispute consumer arbitration or class waivers are not permitted, Sections 32.2 to 32.4 do not apply to you to that extent.
33. Governing law
These Terms are governed by the laws of [State / Province] and applicable federal law, without regard to conflict-of-laws principles. Subject to Section 32, the courts located in [County, State] have exclusive jurisdiction. If you are a consumer, this does not deprive you of the protection of mandatory provisions of the law of your country of residence.
34. General provisions
These Terms and the Rules are the entire agreement between you and us about the Service. You may not assign them without our consent; we may assign them in connection with a merger, acquisition, reorganisation or sale of assets. An invalid provision will be enforced to the maximum extent permissible and the rest remain in effect. A failure to enforce a right is not a waiver. Nothing creates a partnership, agency, fiduciary or employment relationship. No third party has rights under these Terms, except that the MooChedda parties may enforce Sections 27 to 29. "Including" means "including without limitation". The English version prevails over any translation.
35. Contact
MooChedda Inc.
[Registered office address]
Legal notices: legal@[your-domain]
Support: support@[your-domain]
Security reports: security@[your-domain]