ELECTRONIC ACCESS AND USER AGREEMENT

PLEASE READ THIS ELECTRONIC ACCESS AND USER AGREEMENT (THE "AGREEMENT") CAREFULLY. IT GOVERNS YOUR ACCESS TO AND USE OF ONE OR MORE ONLINE PLATFORMS FOR FOREIGN EXCHANGE TRADING AND RELATED INFORMATION OFFERED BY CITIBANK (THE "SYSTEM"). YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT BEFORE BEING GRANTED ACCESS TO THE SYSTEM.

This Agreement contains the terms and conditions under which You and Your employer ("Your Firm" which, if You are a third party trading adviser, investment manager or other agent ("Agent"), includes your principal) are provided with access to the System and permitted to use the products and services offered on the System, such as the information research, data, analytical tools, software, video, audio, graphics, pricing information and other content available on the System ("System Content"), and, where applicable, to transact and confirm foreign exchange and Bullion spot, forward, swaps and/or options transactions ("Transactions"), which may include use of proprietary and/or licensed Citibank algorithms (collectively, the "Algo Strategies" and each an "Algo Strategy") as described and made available via the System or at www.citifx.com. To the extent that You execute a Transaction with Citibank based on a CitiFX Benchmark such Transaction shall be subject to the CitiFX Benchmark Notice as made available via the System or at www.citifx.com. For the purposes of this Agreement, Bullion shall mean gold, silver, platinum or palladium. This Agreement will amend and replace any previous agreement entered into by You or Your Firm covering Your use of and access to the System.

References to "You" or "Your" are to both you as an individual or, if applicable, as an Agent and to Your Firm, unless expressly stated otherwise. References to "Citibank" are to Citibank, N.A. or its affiliated entities as identified in the Country Annex (as defined in Section 5 below) applicable to You. The term "Agreement" includes the body of this Agreement, the Country Annexes, the Sharia Annex, the Mobile Terms Annex and all schedules, disclosures, legends or disclaimers posted on or in connection with the System, each of which is incorporated into and made part of this Agreement. You agree that this Agreement and any Instructions (as defined below) are deemed to be "in writing" and to have been "executed" for all purposes and will have the same legally binding nature, validity and enforceability, as if each were originated, executed and maintained in paper form. We will give You prior notice of any material schedule or material amendment to this Agreement that affects You.

  1. Description of Services. The System is comprised of one or more of the products listed in the Product Annex attached to this Agreement, as more fully described in written information separately provided to you, and as may be amended from time to time in Citibank's sole discretion. You may access and use some or all of the products as agreed to by Your Firm and Citibank, and references herein to the System shall mean at any time those products to which You have been granted access at such time. Your access to any specific product shall constitute Your agreement to be bound by the terms and conditions of this Agreement with respect to such product.
  2. Grant of License and Access. Subject to the terms of this Agreement, Citibank grants to You a non exclusive, revocable, non transferable, and limited license to access and use the System and System Content in accordance with the terms of this Agreement and for Your Firm's internal business purposes only in connection with Transactions and provided that You are and remain (a) an employee of Your Firm (or, if applicable, an authorized Agent of Your Firm); (b) designated by Your Firm as an authorized representative for the purposes of this Agreement; and (c) approved by Citibank to use the System (an "Authorized User"). Citibank may, without notice and in its sole discretion, suspend, modify or restrict Your access to the System and/or the System Content. Citibank may also place limits on Your ability to transact over the System or decline to enter into Transactions with You over the System. You are solely responsible for providing all hardware, software, telephone or other communications equipment and service needed to implement and access the System. You will not knowingly or negligently introduce or permit, and will use commercially reasonable security measures to prevent, the introduction of any computer viruses, worms, or other harmful codes into the System. You will not attempt to access information or applications that You have not been expressly authorized to use by Citibank, and, if You inadvertently gain such access, You agree not to use or disseminate, reproduce, redistribute or decompile any such information or applications.
  3. Security Procedures. You must use the unique user identifications, digital certificates, access codes, passwords and other identification devices (collectively "Security Procedures") as Citibank may issue to You or otherwise establish from time to time. You will safeguard the Security Procedures assigned to You, and will not authorize or permit any other party to access the System and/or any System Content. You will not alter, delete, disable or otherwise circumvent any Security Procedure or assist or allow any other party to do so and You shall be solely liable for any such occurrence. You will notify Citibank immediately if You become aware of any unauthorized access to or use of the System and/or any System Content, or any loss or theft of the Security Procedures assigned to You. Your Firm will provide to Citibank and keep current all information it reasonably requires from time to time with respect to each Authorized User and Your Firm agrees to notify Citibank immediately by such means set forth in the Security Procedures if the access available to any Authorized User is not appropriate. No modification or termination of access to You or any Authorized User shall invalidate any Instruction (as defined below) or Transaction entered into before such modification or termination becomes effective.
  4. Use of the System.
  5. (a) Your use of the System shall be subject to all applicable laws, statutes, rules and regulations (whether domestic or foreign), orders of competent governmental, legal or regulatory authorities, agreements with or between such authorities and the interpretations of any such authority ("Applicable Law"). You are responsible for ensuring that you may lawfully access and use the System and the services and content offered on or through it. You agree that Citibank may assume, and You represent, that any Instruction made by a person using Your Security Procedures (a) is from You; (b) originates from the location (including country, state, province or other jurisdiction) that has been associated with You on our records; and (c) is authorized by Your Firm. You represent and warrant on a continuing basis as long as You are authorized to access and use the System that:

    (i) You shall use the System only for Your own business purposes and only in conformity with this Agreement, any relevant System manual, and Applicable Law;

    (ii) You will not use the System or any feature of the System to post or transmit inappropriate information, including without limitation any information that may be deemed obscene, libellous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any copyright, trademark, service mark, or other proprietary right;

    (iii) You have in place security systems and procedures reasonably designed and applied to prevent unauthorized use or misuse of the System and will ensure that the Authorized Users and all other employees comply with all such security measures;

    (iv) You have obtained or will obtain and will maintain all notifications, authorizations and approvals and will provide all such information to its regulators as is required under Applicable Law for You to use the System and enter into any Transactions through the System, and perform Your obligations under those Transactions and this Agreement;

    (v) You will be fully responsible for any use or misuse of the System by You or by any other individual or entity which is able to access the System as a result of Your failure to observe and protect the Security Procedures as required by this Agreement.

    (b) Where You are acting as an Agent You further represent and warrant that:

    (i) You have full authority to enter into this Agreement (including, without limitation, to give the warranties in this section 4) and to access and use the System on behalf of Your Firm and to use Your Firm's resources to meet any obligations incurred by You in relation to such access and use;

    (ii) in entering into any Transaction on behalf Your Firm, You have no reason to believe that Your Firm will not be able to perform its obligations under such Transaction;

    (iii) in entering into any Transaction on behalf of Your Firm, You have no reason to believe that Your Firm is subject to any restriction or prohibition from engaging in such Transaction under any Applicable Law, including without limitation, those of the United Nations, United States, the United Kingdom or the European Union.

    (c) Citibank warrants and represents that:

    (i) it shall provide the System to You in conformity with the terms of this Agreement and Applicable Law;

    (ii) it shall use commercially reasonable efforts to implement and use appropriate security technologies in order to ensure the integrity of the System;

    (iii) it has obtained and will maintain all authorizations and approvals required under Applicable Law to be able to provide the System to You and enter into any Transactions through the System, and perform its obligations under those Transactions and this Agreement. Notwithstanding the foregoing, You understand and agree that Citibank may not be licensed, registered, authorized, or otherwise permissioned in all jurisdictions, and You will be responsible for ensuring that any activity that You engage in using the System in any jurisdiction is in accordance with Applicable Law.

  6. Country Notices. If You are located in one of the jurisdictions identified in the Country Annexes attached to this Agreement, or if you are transacting with Citibank or a Citibank affiliate in one of the listed jurisdictions, then the additional terms in the Country Annexes specified for that jurisdiction apply to You. In the event of a conflict between the terms in the Country Annexes and this Agreement, the terms in the Country Annexes will prevail solely with respect to the applicable jurisdiction.
  7. Citibank may from time to time amend the Country Annexes, to add or change terms for a specific jurisdiction or to add terms with respect to new jurisdictions. Citibank will give you notice of only those amendments to the Country Annexes that affect You.

  8. Instructions and Transactions. You and Your Firm are responsible for all instructions, messages, oral communication, telex, facsimile or other communications (including bids and offers) made through the System associated with Your identity and/or the Security Procedures assigned to You ("Instructions"), and such Instructions shall be binding on You and Your Firm. You transmit Instructions to Citibank at your own risk, and agree that Citibank will not be required to acknowledge receipt of any Instruction prior to processing such Instruction. You will not have a binding Transaction with Citibank until a confirmation of acceptance of that Transaction, including executed exchange rate, is transmitted by Citibank to You. You understand and agree that Citibank will accept and work orders on a best efforts basis. Citibank, in its sole discretion, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments. Citibank may reject, cancel or rescind any Transaction, or amend or vary the terms of any Transaction, in each case executed through the System including but not limited to circumstances in which 1) the Transaction was executed based on erroneous rates or prices, during a period of market volatility and/or constrained liquidity, in contravention or violation of any law or regulation or in circumstances illegal or improper and/or 2) the Confirmation was generated due to System error. Any such rejection, cancellation, rescission, amendment or variation as set out in this section 6 will be communicated to You as soon as reasonably practicable and where the terms of such Transaction have been amended or varied, the confirmation reflecting such amendment or variation shall supersede previous confirmations and constitute the prevailing record of the binding Transaction. Notifications of transactions by SMS or push notification shall not constitute a confirmation. You agree, represent and warrant on a continuing basis that:
  9. (a) Your Firm is acting for its own account and will be liable as a principal in respect of all Transactions and confirmation of Transactions through the System ("Confirmations") You enter into through the System or either by facsimile, email or via SWIFT message to the Your nominated facsimile number, email or SWIFT addresses and the You hereby accept the risks associated with the means of communication selected; Your Firm has full power, capacity, authority and legal right to enter into Transactions and/or Confirmations; the Transactions and/or Confirmations constitute your Firm's legal, valid and binding obligations enforceable in accordance with their terms; where You are acting as an Agent the reference to "Your Firm" in this section 6(a) shall be construed as a reference solely to Your principal, and not to You or Your employer, provided that You have notified Citibank that You are acting as an Agent and have provided evidence reasonably satisfactory to Citibank of Your authority to use the System on behalf of Your principal;

    (b) Your Firm is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of any Transactions; Your Firm is also capable of assuming, and assumes, the finance and other risks of any Transaction; Each Instruction is and will be: (i) appropriate in view of Your sophistication and expertise, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with Your Firm's applicable governance requirements and all applicable internal policies or procedures;

    (c) Your Firm shall use the Algo Strategies solely for its own internal purposes and in compliance with the terms and conditions of this Agreement and Applicable Law. You will independently assess the suitability of any Algo Strategy and any associated parameters based on all information available to You. You will independently assess the risks of any Algo Strategy, including: (i) the risk that market conditions will prevent the algorithm from functioning in accordance with its strategy, parameters, risk controls or the counterparty's expectations; (ii) the potential vulnerability of algorithmic order execution to the conduct of other market participants trading through a System where the algorithm sources liquidity; and (iii) potential risks, including latency risks, from technological or operational delay, failure or malfunction at any level or from any source (including, but not limited to, external and/or internal Systems and Your trading connection or interface.

    (d) Citibank, N.A. (or its affiliated entities) is acting as principal and is not acting as a broker, agent, fiduciary, advisor or in any similar capacity for Your Firm in respect of any Transaction and further acknowledge and agree that Citibank will accept and work orders in good faith. You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of the financial instrument, and the associated market, credit and currency risks; Your Firm is not relying on any communication (written or oral) of Citibank, N.A. or its affiliated entities, as investment advice or as a recommendation to enter into any Transaction, it being understood that information and explanations related to the terms of any Transaction shall not be considered investment advice or a recommendation to enter into the Transaction; Your Firm has not received from Citibank, N.A. or its affiliated entities, any assurance or guarantee as to the expected results of any Transaction; You expressly undertake that you will not use the System for any purpose which is contrary to law or regulation or in any manner which could: (i) have the effect of manipulating or distorting a market; (ii) cause a false or misleading impression in relation to the price, volume or level of supply or demand for products or any underlying instruments or related financial instruments; (iii) have no commercial purpose (a.k.a. "wash trades"); (iv) assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi's opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market;

    (e) If Your Firm and the specific Citibank, NA branch or Citibank affiliate (that Your Firm is transacting with) have entered or deemed to have entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, or subsequent to entering into this Agreement you enter into any ISDA or other master agreement of the type You engage in using the System, the Confirmations shall be deemed to be in conformity with the terms of such master agreement and any confirmation incorporating the terms of such master agreement with the respective Citibank entity as the case may be;

    (f) Your Firm understands and agrees that (i) any transaction concluded by means of a recorded telephone conversation is a legally binding transaction as from the date of such conversation; (ii) the subsequent Confirmation serves only as written evidence of the valid and binding oral agreement; and (iii) failure to exchange Confirmations will not in any way invalidate the underlying oral transaction.

    (g) When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to any competent regulatory, prosecuting, tax or governmental authority or agency, or central bank, in any jurisdiction, domestic or foreign and/or other person;

    (h) Where Citibank has received or subsequently receives your specific consent to do so, Citibank may provide You with information that is required to be provided in a durable medium by way of email, PDF document or by any other durable medium that is not paper. With your specific consent, Citibank may also provide certain of such information not personally addressed to you by means of such websites as you are notified of by us.

  10. Settlement and Payment. You agree to pay all amounts payable by You in respect of any Transactions You effect using the System as those amounts become due regardless of any right of set-off or counterclaim that You or Your Firm may have against Citibank and free and clear of, and without withholding or deduction for, any taxes of whatever nature, unless required by Applicable Law. You shall pay to Citibank a fee in respect of any executed Transaction using one of more Algo Strategies ("Usage Fee"). The Usage Fee shall be the rate we agree from time to time in writing, provided, that, Citi may change the applicable Usage Fee at any time if Citi, in its discretion, determines that changes (whether long term or short term) in market conditions (including, among others, in relation to liquidity, volatility, interest rates, currency controls or changes in the monetary policy affecting relevant currencies) have occurred or are likely to occur. Citibank's obligation to settle any Transaction is conditional upon Citibank's receipt on or before the due date for settlement (or satisfactory confirmation of such receipt by Citibank's settlement agents) of all necessary documents, funds or financial instruments due to be delivered by You or on Your behalf on such due date. Citibank may make deductions or withholdings from payments to the extent required by Applicable Law. You are responsible for all taxes and similar or related amounts which are payable as a result of the Transactions You effect using the System and you will reimburse Citibank or its affiliates to the extent such taxes are borne by Citibank or its affiliates to the extent such amounts are not deducted or withheld. You will at all times keep Citibank and its affiliates indemnified against all claims in relation to taxes. Neither Citibank nor its affiliates will contest any demand made by any governmental or regulatory authority for such taxes. You agree that all obligations of Citibank under a Transaction are payable solely at and by the specific Citibank NA branch or Citibank affiliate (that Your Firm is transacting with) and are subject to the laws of the country (including any governmental acts, orders, decrees and regulations) where the branch or relevant Citibank affiliate is located and such branch or affiliate shall also be excused by other events beyond its control which prevent its performance, in which circumstances, Your Firm shall not have any right of action for any loss, damage, or other consequence of any such non-discharge of obligations or threat of non-discharge of obligations against the head office nor any other branch, subsidiary, or Citibank affiliate. Citibank shall not be responsible for deductions or withholdings made by third parties from payments received by Citibank on Your behalf.
  11. Research and Calculation Functions. To the extent that Citibank provides research to You over the System, any such research is subject to change or withdrawal without notice, and does not constitute legal, accounting, tax or investment advice, or a solicitation or recommendation by Citibank for the purchase, sale or holding of any product or Transaction, or a representation that any trading strategy or product is appropriate for You. In preparing such research, Citibank does not take into account the investment objectives, financial situation or particular needs of any particular person, and is not otherwise providing individualized investment advice or recommendations. You agree and acknowledge that (a) Citibank is under no obligation to provide research publications or recommendations to You; (b) if You receive research publications or recommendations, You may not receive them at the same time as other customers of Citibank; and (c) Citibank is under no obligation to take account of any research publication or recommendation, or the material on which it is based, when effecting any transaction with or for You or otherwise dealing with or for You. Portions of the System, including without limitation those relating to exotic options, do not permit actual Transactions but operate to provide theoretical values or prices. You understand and agree that prices and values that cannot be acted upon for Transactions ("Non-dealable Values") are presented for information only and to facilitate Your consideration of hypothetical scenarios. Such Non-dealable Values are provided "as is," and Citibank makes no representation or warranty regarding them or the utility or accuracy of calculations You may obtain. Citibank will not be responsible or liable for any damages that arise from Your use of, or reliance on, Non-dealable Values.
  12. The System may contain calculators, analytical tools, functionality, signals, information, perspectives, commentary (for example, actual, bespoke and/or derivative market information and indicators of market liquidity) and/or other tools (collectively "Calculators") to facilitate your consideration of hypothetical scenarios (including but not limited to hypothetical hedging considerations) and execution. Citibank makes no representation or warranty with respect to the algorithms, processes, ideas and/or any other information used to develop and/or used by the Calculators.

    You are solely responsible for independently evaluating the hedge signals and all other information generated by such Calculators, as well as information you input into the Calculators (collectively, "Your Calculator Information"). Your Calculator Information is part of the System Content. Citibank makes no representation or warranty with respect to the completeness, adequacy, suitability, accuracy, timeliness and or utility of any of Your Calculator Information. Citibank does not maintain any permanent or other record of Your Calculator information. You and Your Firm agree to make your own arrangements to satisfy Your requirements for access thereto.

    You represent, agree and acknowledge, in respect of your use of Calculators and Your Calculator Information:

    (a) You are not relying on any advice of Citibank for investment, tax, legal or accounting matters (including decisions regarding the appropriateness or suitability of Calculators or Your Calculator Information) and You have sought and will rely on the advice of Your own professionals and advisors for investment, tax, legal or accounting matters and You will make an independent analysis and decision based upon such advice;

    (b) Citibank has not and is not through the availability of Calculators or otherwise making any personal recommendation relating to Your Calculator Information;

    (c) You have the capacity to evaluate and understand (internally or through independent professional advice) the merits of any Your Calculator Information; and

    (d) You will determine, without reliance upon Citibank, the economic risks and merits, as well as the investment, legal, tax and accounting characterisations and consequences of any decision to enter into any transactions based upon any Your Calculator Information and/or to adopt, proceed with, alter, commence, terminate, take or refrain from taking any course of action, and that You are able to assume such risks.

    (e) Your Calculator Information shall be Confidential Information belonging to You. Citibank will limit access to Your Calculator Information to those of its employees, agents and contractors involved in the provision and management of the specific Calculator service. From time to time, such persons may be persons working in the foreign exchange sales and trading operations of Citibank or its Affiliates ("Sales Person(s)"). Prior to allowing a Sales Person any access to any part of Your Calculator Information, Citibank will set out the reasons for such access and seek Your written consent. Access by a Sales Person will not be granted without Your prior written consent. Any access will be limited to the extent of the consent given by You. You may, at any time, by notice in writing to Citibank, terminate or restrict the access of any Sales Person to Your Calculator Information.

  13. Reservation of Rights. As between You and Citibank, Citibank has exclusive ownership of, licenses, and/or rights to use the System and all System Content (including, without limitation, any proprietary Citi algorithms embedded therein), as well as all related copyrights, trademarks, service marks, patent rights, and trade secrets and any other intellectual property rights therein (registered or unregistered) including any applications, anywhere in the world. You will not acquire any right, title, or interest in or to any of the foregoing by virtue of the limited license granted to You to access and/or use the System and System Content in accordance with the terms of this Agreement. You will not (i) disclose, sell, lease, transfer, make derivative works from, reproduce, redistribute or otherwise disseminate all or any part of the System or System Content to any third party, or (ii) copy, alter, decompile or reverse engineer any of the System or System Content except to the extent expressly permitted by Applicable Law. You will not remove, obscure or change any copyright or other notices or legends contained in the System or System Content.
  14. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.
  15. THE SYSTEM AND ALL SYSTEM CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE". CITIBANK DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, OR OTHER TERMS (INCLUDING AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR MERCHANTABILITY), AS TO THE SYSTEM, THE SYSTEM CONTENT OR ANY OTHER MATTER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. CITIBANK FURTHER DISCLAIMS ANY WARRANTY AS TO NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CITIBANK DISCLAIMS ANY OBLIGATION TO KEEP THE SYSTEM CONTENT OR INFORMATION AVAILABLE THROUGH THE SYSTEM UP TO DATE OR FREE OF ERRORS OR VIRUSES OR TO MAINTAIN UNINTERRUPTED SERVICE OR ACCESS. CITIBANK DOES NOT UNDERTAKE TO CORRECT OR NOTIFY YOU OF ANY ERROR IN THE SYSTEM CONTENT OR INFORMATION DISPLAYED THROUGH THE SYSTEM OF WHICH IT MAY BECOME AWARE AT ANY TIME OR TO NOTIFY YOU OF ANY CHANGES IN ANY SUCH SYSTEM CONTENT OR INFORMATION OR METHODOLOGIES INCORPORATED THEREIN. ALTHOUGH CITIBANK MAY SPECIFY THE HOURS OF OPERATION OF THE SYSTEM, CITIBANK MAY STOP PRODUCING OR UPDATING ALL OR ANY PART OF THE SYSTEM WITHOUT NOTICE.

    YOU ACKNOWLEDGE THAT ELECTRONIC ACCESS TO SYSTEMS THROUGH THE INTERNET OR OTHER NETWORKS, WHETHER PUBLIC OR PRIVATE, MAY NOT BE SECURE. CITIBANK DISCLAIMS ALL LIABILITY FOR ANY SECURITY BREACH THAT DOES NOT RESULT FROM CITIBANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

    WHERE THE SYSTEM CONTAINS LINKS TO OTHER WEBSITES, THESE LINKS ARE MADE AVAILABLE ONLY AS A CONVENIENCE AND WITHOUT LIABILITY TO CITIBANK AND YOU USE THEM AT YOUR RISK. CITIBANK DOES NOT ENDORSE OR GUARANTEE ANY LINKED SITE, THE SITE SPONSOR OR THE SITE CONTENTS.

    EXCEPT AS PROVIDED IN SECTION 11, AND EXCEPT IN THE CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER CITIBANK NOR ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS OR THIRD PARTY INFORMATION OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU, YOUR AFFILIATES, EMPLOYEES, AGENTS OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE PROVISION OR USE OF (OR ANY INABILITY TO USE) THE SYSTEM AND SYSTEM CONTENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

    WITHOUT LIMITING THE FOREGOING, CITIBANK MAY MAKE ERROR CORRECTIONS AND/OR REPROCESS AN AGREED TRANSACTION AT THE AGREED RATE, TO THE EXTENT POSSIBLE, AT NO ADDITIONAL CHARGE TO YOU. THIS IS YOUR SOLE REMEDY (AND CITIBANK'S SOLE LIABILITY) IN CONNECTION WITH ANY SUCH ERROR.

    NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS LIMITING OR EXCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION OR FOR ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

  16. Non-Infringement and Indemnification. Citibank shall indemnify You and hold You harmless against claims that the System, when used as permitted by this Agreement, infringes any patent or copyright, or other proprietary right of any third party, provided that you promptly notify Citibank of such claim, allow Citibank to have sole control of the defense and settlement thereof and fully cooperate with Citibank in such defense. This indemnity does not apply insofar as the alleged infringement arises as a result of the use of the System in conjunction with any third-party system not expressly approved by Citibank, or if You modify the System in any way. No other indemnity of any kind is provided by Citibank with respect to any other matter.
  17. SUBJECT TO THE FOREGOING INDEMNIFICATION BY CITIBANK, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CITIBANK AND ITS AFFILIATES, EMPLOYEES AND AGENTS WITH RESPECT TO ANY CLAIM, DAMAGE, LOSS, COST OR LIABILITY ARISING, DIRECTLY OR INDIRECTLY, FROM (A) YOUR USE OF OR INABILITY TO USE THE SYSTEM OR ANY SYSTEM CONTENT (INCLUDING ISSUING OF INTRUCTIONS), OR (B) ANY BREACH BY YOU OF THIS AGREEMENT.

  18. Confidentiality and Use of Data.
  19. (a) You and Citibank agree that all parties to this Agreement will treat as confidential (both during and after the termination of Your access to the System) any information learned about the other, its investment strategy or holdings or its products or services, any software, other technology, or intellectual property, and any confidential and/or personal information, in each case that the receiving party knows, or reasonably should know, to be confidential or proprietary to the other party (collectively, "Confidential Information"), in connection with Your use of the System. All System Content is Confidential Information owned exclusively by Citibank. Except as otherwise provided herein, neither party may transfer or disclose Confidential Information of the other party to any third party or use such Confidential Information except as permitted by this Agreement. These obligations shall not apply to information which (i) is, or becomes, known to the public other than as a result of a breach of this Agreement, (ii) is rightfully received by the other party from a third party entitled to disclose it, (iii) is independently developed by the other party without use of or reference to another party's Confidential Information, or (iv) is required to be disclosed by the terms of any court order, subpoena, administrative order, rule, regulation, or otherwise by Applicable Law or in accordance with this Agreement. You, Your Firm and Citibank each agree to maintain adequate security procedures and take reasonable precautions to prevent the misuse, unauthorized or inadvertent disclosure, or loss of Confidential Information.

    (b) All information submitted by or through You to Citibank or collected by Citibank from You through or in connection with the System, including all registration data, clickstream data, and Transaction data, will be the property of Citibank, and Citibank will be free to use it in accordance with its business practices, Applicable Law and the confidentiality provisions of this Agreement.

    (c) You agree that Citibank shall be free to use such information without restriction if such information is aggregated with other data or otherwise processed such that it cannot be attributed to or associated with You.

    (d) You undertake to provide Citibank with all documents and other information reasonably requested by it, and to update Citibank within 30 days of a material change in any information previously provided.

    (e) You further agree that Citibank may disclose Confidential Information about You to: (i) any service provider to Citibank and any contractors or agents of a service provider for the purposes of operation and maintenance of the System or compliance with Applicable Law; and (ii) Citibank's affiliates, as reasonably necessary to evaluate credit exposure to You and/or Your Firm or for the purpose of managing Your and/or Your Firm's business relationship with Citibank and its affiliates or compliance with Applicable Law; and (iii) government agencies and regulatory authorities, agencies, or courts or other tribunals, whether domestic or foreign, upon their request or where required by Applicable Law, provided that Citibank shall procure that the recipients of such Confidential Information referred to in sub-paragraphs (i) and (ii) shall be subject to the same or similar confidentiality obligations as apply to Citibank's use of the Confidential Information under this Agreement.

    (f) You acknowledge and agree that Citibank or any of its designees or representatives may monitor and record Your use of the System and may monitor and record telephone conversations and other communications with You and Your Firm's employees and agents in relation to use of the System and any Transaction which we may enter into. A copy of the recording of such conversations and other communications will be available on request for a period of five (5) years or such for such period of time as necessary to comply with Applicable Law or supervisory authorities' regulations.

    (g) You and Citibank acknowledge and agree that your agreement in Sections 12 (b) - (c) and 12 (e) - (f) is not relied upon by Citibank or its affiliates as a legal basis for processing under the European Commission Data Protection Directive (95/46/EC) and any laws implementing such Directive, the General Data Protection Regulation (EU) 2016/679 law ("GDPR") and the laws and/or regulations of any country outside the European Economic Area (other than the Asia Pacific countries listed in the Countries Annexes) that are intended to provide equivalent protections for personal data (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) of data subjects (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) as the GDPR, including without limitation, the data protection laws or regulations of the United Kingdom, Guernsey, Israel, Jersey, Morocco and Switzerland (collectively, "Relevant Data Protection Law"). For the purposes of this Agreement, "Relevant Data Protection Law" shall not include the data protection laws or regulations of an Asia Pacific country listed in the Country Annexes, and this Section 12(g) shall not apply to any Asia Pacific country listed in the Country Annexes.

    (h) As part of Citibank's policy of continuous product development and improvement, Citibank monitors and keeps records of the nature, frequency and scope of all users' access to and/or use of the System. Citibank uses such information only on an aggregated and anonymised basis.

    (i) From time to time, in order to assist You in Your use of the System or to assist in disputes, Citibank will communicate with Your computer to determine Your computer's specification and/or environment, or to retrieve information on or related to Transactions stored thereon.

    (j) Data held by Citibank in the System (including for example the trades and the audit log) relating to any Transactions by You, will be held by Citibank for such period of time as necessary to comply with Applicable Law or supervisory authorities' regulations.

    g) You and Citibank acknowledge and agree that your agreement in Sections 13(c) and 13(e) - (f) is not relied upon by Citibank or its affiliates in relation to the lawfulness of the processing of personal data under the European Commission Data Protection Directive (95/46/EC) and any laws implementing such Directive, the General Data Protection Regulation (EU) 2016/679 law as amended or replaced from time to time and any equivalent data protection laws or regulations in the United Kingdom, Jersey or Switzerland, including any amendments or supplements to or replacements of such laws and/or regulations of any of the foregoing from time to time.

  20. Data Protection Notices.
  21. (a) Without limiting the provisions of Section 12, above, by using the System You consent for the purposes of Citibank providing the System and related services or information to You, administering their business in relation thereto and complying with Applicable Law that:

    (i) Citibank may use any personal data that You, Your Firm's employees or agents submit in connection with You, Your Firm, Your and/or Your Firm's use of the System for the purpose of providing the System and related services or information and informing You about developments regarding the System or your usage thereof;

    (ii) Citibank may process any such personal data and transmit it (including to places outside of the European Economic Area which have data privacy standards which are not deemed adequate under European Union standards) to any of its affiliates, agents, sub-contractors, or third parties (including third parties of the kinds identified in the following sub-paragraphs (i) to (v)) in connection with Your and/or Your Firm's use of and Citibank's operation of the System and Citibank's relationship with You and Your Firm, including without limitation for the purposes of: (i) meeting obligations to government agencies and regulatory authorities; (ii) complying with any Applicable Law, including without limitation tax, anti-money laundering laws and regulations; (iii) assigning or sub-contracting any part of the normal business functions of Citibank to third parties relating to the operation or usage of the System; (iv) monitoring services provided to You in relation to Your use of the System, whether such monitoring is conducted by Citibank, or a third party; and (v) communicating with credit reference and information agencies; and

    (b) If any personal data (including sensitive personal data) belonging to You or Your Firm's employees or other individuals or legal entity ("Personal Data"), is provided to Citibank by or through You, You represent and, to the extent required in order for Citibank and its affiliates to use such personal data in accordance with applicable law, warrant that such persons are aware of and explicitly consent to the use of such personal data, as set forth in the paragraphs above and below, and You agree to defend and indemnify Citibank and its affiliates against any loss or damage either may incur arising out of a breach by You of this representation and warranty; and

    (c) You acknowledge that further information about our use of personal data and data protection related matters may be set out in a separate privacy statement on the System.

    (d) You and Citibank acknowledge and agree that Section 13(a) is not relied upon by Citibank or any of its affiliates as a legal basis for processing under Relevant Data Protection Law and this Section 13(d) shall not apply to any Asia Pacific country listed in the Country Annexes.

  22. Other Agreements with Citibank. This Agreement shall supplement all applicable master agreements or terms of business between You and Citibank and any trade confirmations. If this Agreement conflicts with any such other agreements or terms of business between You and Citibank, then as to Your use of the System only, the terms of this Agreement shall prevail. Should any conflict arise between the English language version of this Agreement and any translation hereof, the English language version shall be controlling.
  23. Sanctions and Export Restrictions. Without limiting the generality of Your obligations to comply with all Applicable Laws, You specifically agree to comply, and will cause Your employees and agents to comply, with the requirements of all applicable export laws and regulations, including but not limited to the U.S. Export Administration Regulations. Unless authorized by U.S. regulation or Export License, You agree that You will not export, re-export or download, directly or indirectly, any software, data or technology received from Citigroup, or allow the direct product thereof to be exported or re-exported, directly or indirectly, to (a) any country in Country Group E:2 of the Export Administration Regulations of the Department of Commerce (see http://www.bxa.doc.gov) or any other country subject to sanctions administered by the Office of Foreign Assets Control (see http://www.treas.gov/ofac/); or (b) any non-civil (i.e. military) end-users or for any non-civil end-uses in any country in Country Group D:1 of the Export Administration Regulations, as revised from time to time. You understand that countries other than the U.S. may restrict the import or use of strong encryption products and may restrict exports, and You agree that You shall be solely responsible for compliance with any such import or use restriction.
  24. Miscellaneous.
  25. (a) If any specific provision of this Agreement is held to be unenforceable, that determination shall not affect the validity of any other provision of this Agreement, and all such provision shall be interpreted to be enforceable to the fullest extent under Applicable Law.

    (b) You may not assign this Agreement in part or in whole to any person. Citibank may, in its sole discretion, assign this Agreement to any person or entity that controls, is controlled by, or is under common control with Citibank, or any entity that acquires substantially all of Citibank's business assets.

    (c) All notices and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, certified or registered mail with postage prepaid, or by recognized overnight courier, to such person and address as the parties shall identify in writing. Communications with Citibank by electronic mail or instant messaging do not under any circumstances constitute effective notice for any purpose under this Agreement.

    (d) The headings of sections of this Agreement are included for convenience only and shall not constitute a part of this Agreement or be used in any way in interpreting this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all together shall be one and the same document.

    (e) This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns, and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be construed as an agreement by either party to be a partner of the other party or to create any joint venture or any other form of legal association that would impose liability upon one party for the act or failure to act of the other party or as providing either party with a right, power, or authority (express or implied) to create any duty or obligation on behalf of the other party.

    (f) This Agreement may not be amended except in a writing that is signed by an authorized representative of each of the parties.

  26. Term and Termination. This Agreement shall take effect on the date You accept it and shall continue in effect until terminated in accordance with this section. Either party may terminate this Agreement in its sole discretion upon thirty (30) day's prior written notice to the other party. If any party materially breaches any provision of this Agreement, the non-breaching party may terminate the Agreement by written notice to the other party, which notice shall be effective the next business day following receipt. Citibank may terminate this Agreement immediately upon written notice to You at any time if: (a) You fail to pay when due any amount due in relation to a Transaction, (b) You commence or have commenced against you any action for the appointment of a trustee, receiver, or administrator to or for Your liquidation, winding up, or dissolution, or for the reorganization, composition, or arrangement of Your debts, or (c) You default on a material obligation under any other agreement with Citibank or any of Citibank's affiliates. Any termination shall have no effect on the rights and obligations of any party as to Instructions or Transactions made prior to such termination.
  27. Governing Law and Jurisdiction. These Terms and any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, the laws of England and Wales. For our benefit, you irrevocably submit to the jurisdiction of the English courts, which are to have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of these Terms or any non-contractual obligation arising out of or in connection therewith and waive any objection to proceedings in any such court on the grounds of inconvenient forum. If you do not have a permanent place of business in England or Wales, you shall at all times maintain, and notify us of, an agent for service of process in England or Wales and, in any event, any claim form, order, petition, judgment or other notice of legal process shall be sufficiently served on you if delivered to any Affiliate of yours at its permanent place of business in England and Wales.

PRODUCT ANNEX

CitiFX® Pulse

Citi Velocity SM - Trading: Foreign Exchange

COUNTRY ANNEXES

UNITED STATES:

Except as otherwise provided and authorized, the System is made available in the United States by Citibank, N.A., New York branch. If you are located in the United States or are transacting with Citibank, N.A. New York branch, then, notwithstanding Section 18, this Agreement shall be governed by, and shall be construed in accordance with, the Federal laws of the United States of America and the laws of the State of New York, USA without regard to conflict of law principles. For our benefit, you irrevocably submit to the jurisdiction of the federal courts located in the borough of Manhattan, New York, which are to have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of the Agreement, and you waive any objection to proceedings in any such court on the grounds of inconvenient forum.

COUNTRIES OF THE EUROPEAN ECONOMIC AREA AND SWITZERLAND, EXCEPT FRANCE AND PORTUGAL (UNLESS SPECIFIED HEREIN OTHERWISE):

Your counterparty to this Agreement is Citibank, N.A. London Branch, and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank, N.A. London Branch. All Transactions You enter into over the System will be governed by Citi's Terms of Business for Professional Clients and Eligible Counterparties (available at http://icg.citi.com/icg/global_markets/uk_terms.jsp)

BULGARIA:

1.

Your counterparty to this Agreement is Citibank Europe Plc, registration number 132781, having its registered office at 1 North Wall Quay, Dublin 1, Ireland., through its Citibank Europe Plc, Bulgaria Branch, registered at the Commercial Register under UIC No 202861597, having its registered office at 48 Sitnyakovo Blvd., Serdika Offices, 10th Floor, Oborishte district, 1505 Sofia and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank Europe plc, conducting its business activity in Bulgaria through Citibank Europe plc, Bulgaria Branch.

2.

For purposes of this Agreement, You are solely transacting through the CitiFX Pulse product.

3.

Notwithstanding any other terms of this Agreement and in accordance with Applicable Law, (a) you may not contract with Citibank under this Agreement as an agent and references to You shall mean only Your Firm; (b) Bullion transactions and Appendix 1 (Customer Particulars) to the CitiFX Pulse Registration Form are not permitted for Bulgaria.

4.

All Transactions You enter into using the System will be governed by General Terms and Conditions Applicable to Contracts with Clients for Investment Services and Activities available at http://www.citibank.com/bulgaria/corporate/english/citiservice/tarifs.htm.

5.

You represent and warrant to Citibank, and the representations shall be deemed to be repeated by You and each of Your Authorized Users on and as of each date on which a Transaction is entered into, that the Transaction is not a simulative one.

6.

Section 5 of the Agreement (Country Notices) is amended by inserting the following text at the end thereof:

"Where terms of this Agreement for Bulgaria jurisdiction are amended or changed, Citibank will notify Your Firm of or publish any change or amendment to the Agreement prior to the date of the change or amendment is to take effect and, where applicable, inform Your Firm of the change or amendment in an appropriate manner. Your Firm shall be deemed to have accepted the proposed change or amendment to the Agreement if Citibank informs Your Firm about the proposed change or amendment and Your Firm fails to reject the change or amendment by a written notice delivered to Citibank no later than on the business day prior to the date the change or amendment is to take effect; If Your Firm rejects the proposed change or amendment, Your Firm has the right to terminate the Agreement with respect to services provided through the System in Bulgaria before the date the change or amendment is to take effect, effective immediately and free of charge. This notice of termination, containing also Your Firm's refusal of proposed changes or amendment has to be delivered to Citibank before the date the change or amendment is to take effect. If Your Firm rejects the change or amendment but has omitted to terminate the contractual relationship under the Agreement with respect to services provided through the System in Bulgaria pursuant to the preceding sentence, Citibank shall have the right to send termination notice to Your Firm which shall have immediate effect. All notifications form Your Firm under this Section 5 should be executed by the statutory representatives of Your Firm so that they have effect to Citibank."

7.

Section 18 of the Agreement shall be amended in its entirety as follows:

"The Agreement (including any non-contractual liabilities and obligations arising out of or in connection with the Agreement) is governed by and shall be construed in accordance with the laws of Bulgaria. In case of any legal dispute between Citibank and You arising out of or in connection with this Agreement and all attachments and amendments hereto shall be resolved through negotiations. In case within a 7-working day period an agreement has not been reached, it is agreed and understood by the parties, that any disputes arising from this Agreement or concerning its interpretation, validity, non-performance or termination, shall be subjected to the jurisdiction of the Bulgarian courts in Sofia."

8.

Save for eligible counterparties, Your Firm acknowledges that for the purposes of execution of the Transactions it is obliged to have bank accounts established with Citibank in relevant currencies of the Transactions (hereinafter as the "Accounts").

9.

Unless otherwise agreed, Your Firm hereby authorizes Citibank to debit and credit, as applicable, the Accounts in order to settle the Transactions executed by Your Firm. If Your Firm has more Accounts maintained in certain currency, You shall be obliged to notify Citibank on particular Account for the purposes of due settlement of the Transactions. You agree to maintain sufficient funds on the date of settlement of given Transaction in the relevant Accounts. Where funds in the relevant Accounts are not sufficient for fulfilment of the settlement Citibank shall be entitled, upon its own discretion: (i) to settle the payment liability of Your Firm arising from one or more Transactions by using positive balance on any Account maintained by Citibank regardless of the currency of such Account or (ii) to cancel the Transaction or Transactions with immediate effect and set off all the costs incurred by Citibank in relation to the cancelled Transaction or Transactions against the balance on the relevant Account(s) regardless of the currency of such account.

10.

With respect to the provision of investment and ancillary services as per the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and the transposing Bulgarian legislation ("MiFID II") by signing this Agreement Your Firm hereby provide your express consent to the following:

(a)

to the best execution policy, published on Citibank Europe plc, Bulgaria Branch official website (at http://www.citibank.com/bulgaria/homepage/);

(b)

execution of Your orders outside a trading venue (over the counter);

(c)

the provision of information from Citibank to you via email, PDF document or by any other durable medium that is not paper, to the e-mail addresses as specified in the CitiFX Pulse Registration Form;

(d)

that Citibank may provide you information not personally addressed to you via the following website http://www.citibank.com/bulgaria/homepage/, including the relevant information that is required to be provided prior to providing investment and ancillary services.

11.

The CitiFX Pulse Registration Form shall be executed by the statutory representatives of Your Firm as per the commercial registration of Your Firm in the respective Trade Registry. The statutory representatives should provide a copy of their ID/passport with the following certification on it "true with the original", followed by signature and date. The statutory representatives further undertake to duly inform Citibank in case of change of their ID/passport and to provide copy of their new ID/passport with the following certification on it "true with the original" followed by signature and date. Your Firm shall ensure that each Authorized User provides copy of their ID/passport and in case of change such Authorized User shall duly provide Citibank with a copy of their new ID/passport.

12.

Your Firm hereby acknowledges that Citibank will process Your personal data as set forth in the relevant Markets and Securities Privacy Statement accessible at http://www.citibank.com/bulgaria/corporate/english/citiservice/tarifs.htm (or such other URL or statement as Citibank may notify to Your Firm from time to time.

CZECH REPUBLIC:

1.

Your counterparty to this Agreement is Citibank Europe plc, conducting its business activity in the Czech Republic through Citibank Europe plc, organizační složka, registered seat at Prague 5, Stodůlky, Bucharova 2641/14, ZIP Code 158 02, Reg. No. 28198131, registered in the Commercial Register with the Municipal Court in Prague, File Number A 59288 and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank Europe plc, conducting its business activity in the Czech Republic through Citibank Europe plc, organizační složka. All Transactions You enter into using the System will be governed by General Business Conditions for Legal Entities and Enterpreneuring Individuals of Citibank Europe plc, organizační složka (available at www.citibank.cz).

2.

For purposes of this Agreement, You are solely transacting through the CitiFX Pulse product.

3.

You acknowledge and agree that information posted on the System and the System Content do not constitute investment or marketing advice and cannot replace specific investment or marketing advice. You understand that Citibank is not authorised to give investment or marketing advice on the on the System and the System Content. You further acknowledge and agree that Citibank may from time to time, make suggestions or provide information relating to products or system enhancements that may be provided via the System which it believes may be of interest to you. You request that such suggestions or information is provided and acknowledge that provision of this information will not constitute investment or marketing advice.

4.

Without prejudice to Section 12, Section 13 of the Agreement and each party's rights to disclose information relating to the other party whether under applicable law or otherwise, each party to this Agreement hereby consents to the communication and disclosure by the other party of any information (including but not limited to Confidential Information) in respect of or relating to it, this Agreement, the Transactions and the Confirmation, (i) to and between that other party's head or home office, branches, subsidiaries, representative offices, affiliates and agents of each party and third parties selected by any of the aforesaid recipient of information, wherever situated, for confidential use (including in connection with the provision of any service and for data processing, statistical and risk analysis purposes); and (ii) to any person to (or through) whom such party transfers or assigns (or may potentially transfer or assign) all or any of its rights, benefits and obligations hereunder, or with (or through) whom such party enters into (or may potentially enter into) any sub-participation or the like in relation to, or any other transaction under which payments are to be made or received by reference to, this Agreement, any Transaction or any Confirmation. Each party and any aforesaid recipient of information may transfer and disclose any such information as required by or in furtherance of any obligations (contractual or otherwise) under or in connection to any law, court, regulator, legal process, stock exchange, clearing house or self-regulatory bodies. This provision is not, and shall not be deemed to constitute, an express or implied agreement by either party with the other party for a higher degree of confidentiality than that prescribed in any applicable law or regulation. Further, this provision shall be in addition to, and not in substitution for, any other provision agreed to between the parties (whether before or after the date hereof) which gives broader rights of disclosure to either party than contained herein. You further agree that Citibank, Citibank's head or home office, branches, subsidiaries, representative offices and affiliates, may transfer and disclose any information relating to you which any of them may obtain in connection with any transactions or dealings with you (whether or not obtained in connection to and/or related to this Agreement or Transaction(s)) in the manner of and subject to this provision.

5.

Section 5 of the Agreement (Country Notices) is amended by inserting the following text at the end thereof:

"Where terms of this Agreement for Czech Republic jurisdiction are amended or changed, Citibank will notify Your Firm of or publish any change or amendment to the Agreement no later than 1 month prior to the date the change or amendment is to take effect and, where applicable, inform Your Firm of the change or amendment in an appropriate manner within the same time limit. Your Firm shall be deemed to have accepted the proposed change or amendment to the Agreement if

(i)

Your Firm fails to reject the change or amendment by a written notice delivered to Citibank no later than on the business day prior to the date the change or amendment is to take effect;

(ii)

Citibank informs Your Firm of this consequence in the proposed change or amendment; and

(iii)

Citibank informs Your Firm in the proposed change or amendment of Your Firm's right to terminate the Agreement with respect to services provided through the System in the Czech Republic if Your Firm disagrees with the proposed change or amendment. If Your Firm rejects the proposed change or amendment, Your Firm has the right to terminate the Agreement with respect to services provided through the System in the Czech Republic before the date the change or amendment is to take effect, effective immediately and free of charge. This notice of termination, containing also the Your Firm's refusal of proposed changes or amendment has to be delivered to Citibank before the date the change or amendment is to take effect.

Citibank may join the proposed change or amendment of the Agreement with respect to services provided through the System in the Czech Republic with its termination notice of the Agreement for the case that Your Firm rejects the change or amendment but does not terminate the contractual relationship under the Agreement with respect to services provided through the System in the Czech Republic. The termination period of such termination notice shall lapse on the day preceding the date on which the proposed change or amendment is to take effect.
6.

Section 18 of the Agreement shall be amended in its entirety as follows (except to the extent that Your Firm and Citibank Europe plc, organizační složka have agreed otherwise):

"The Agreement (including any non-contractual liabilities and obligations arising out of or in connections with the Agreement) is governed by and shall be construed in accordance with the laws of the Czech Republic, whereas the relations, rights and obligations not stipulated in this Agreement shall be governed by relevant provisions of the Czech Act No. 89/2012 Coll., the Civil Code, as amended."

HUNGARY:

If you are located in Hungary then:

1.

Your counterparty to this Agreement is Citibank Europe Plc. Hungarian Branch Office and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank Europe Plc. Hungarian Branch Office.

2.

References to "You" in the Agreement shall mean you acting solely and exclusively in your capacity as agent of Your Firm and you shall not have any personal liability to Citibank under the Agreement. Nothing in this Agreement shall be construed as establishing a contractual relationship between you as an individual and Citibank where you are acting solely and exclusively in your capacity as agent of Your Firm and Citibank.

3.

Section 18 shall be deleted in its entirety and the following paragraph shall be inserted in substitution thereof:

 

"This Agreement and any non-contractual obligations arising out of or in connection with it, are governed by, and shall be construed in accordance with the governing law terms as set out in the applicable ISDA or other master agreement governing Transactions of the type You engage in using the System. The parties agree that the jurisdiction provisions set out in the applicable ISDA or other master agreement governing shall apply to this Agreement."

4.

Each Authorized User, acting on behalf of your Firm registered in Hungary, shall be required to be duly authorised by Your Firm, registered in Hungary, by a person listed in your Company Register.

5.

Section 18 shall be deleted in its entirety and the following paragraph shall be inserted in substitution thereof:

“(f)

You may not amend or vary the terms of this Agreement unless agreed with Citibank in writing and signed by an authorized representative of each of the parties. Citibank may, upon 15 day notice period, unilaterally modify terms and conditions of this Agreement under the following circumstances:

 
 

a. Change in the legal or regulatory environment in Hungary including, but not limited to, any Government Requirement as defined herein;

 

b. Change in the market conditions or economic environment in Hungary, including, but not limited to (i) increase in Hungarian country risk; and (ii) changes to the fund-raising and refinancing costs of Citibank; or

 

c. Change to the conditions of banking operations, including, but not limited to (i) increase in the operating costs of Citibank, arising for reasons beyond the control of Citibank and directly related to the provision of the service concerned; (ii) introduction by Citibank of a new service, modification, expansion or development of an existing service, or the withdrawal, suspension or termination of a service; and (iii) increase of the fees for, or costs of, services provided at a price lower than the costs of the service concerned for business policy or other reasons to operating cost level;

 

For the purpose of the foregoing, "Government Requirement" means any applicable law or regulation, any requirement or decree of a legal, governmental, regulatory or similar authority, or an agreement entered into by Citibank and any governmental authority or between two or more governmental authorities (such law, regulation or authority may be domestic or foreign).

ISRAEL:

1.

For purposes of this Agreement, You are solely transacting through the CitiFX Pulse product.

2.

Your counterparty to this Agreement is Citibank, N.A. Israel branch and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank, N.A. Israel branch.

3.

You acknowledge and agree that information posted on the System and the System Content do not constitute investment or marketing advice and cannot replace specific investment or marketing advice. You understand that Citibank is not authorised to give investment or marketing advice on the on the System and the System Content under Israeli law, and that the information is not provided by Israeli licensed persons. You further acknowledge and agree that Citibank may from time to time, make suggestions or provide information relating to products or system enhancements that may be provided via the System which it believes may be of interest to you. You request that such suggestions or information is provided and acknowledge that provision of this information will not constitute investment or marketing advice.

4.

Unless otherwise agreed separately, for CitiFX® Pulse, Your counterparty to this Agreement is Citibank, N.A. acting through its Israel branch, 21 HaArba'a Street Tel Aviv, Israel. Telephone +972 3 684 2525, Fax +972 3 684 2444.

ROMANIA:

1.

Your counterparty to this Agreement is Citibank Europe plc, Dublin - Romania Branch, and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank Europe plc, Dublin - Romania Branch.

2.

You agree and accept all the provisions of the Agreement, and any ancillary documentation thereto, regarding the limitation of liability, unilateral termination, suspension of the performance of obligations, loss of right or term, limitation of right to challenge, limitation of contractual freedom, silent renewal, governing law and choice of jurisdiction, including but not limited to sections 10, 11 and 18 of the Agreement, and your authorized representative(s) signature(s) on the CitiFX Pulse registration form evidences this written acceptance for the purpose of article 1203 of the Romanian Civil Code.

SLOVAKIA:

1.

Unless otherwise agreed it shall be deemed that if prior to this Agreement the Parties (as is this term defined below) executed any other agreement with identical or similar scope (hereinafter as the "Prior Agreement") then, by execution of this Agreement, the Prior Agreement is cancelled and replaced by this Agreement, whereby the validity of the Transactions (in the meaning given to it in the Prior agreement) confirmed and/or executed between the Parties (as is this term defined below) via the System (in the meaning given to it in the Prior agreement) under the Prior Agreement is not affected and such Transactions are deemed to be concluded under and in accordance with this Agreement.

2.

Your counterparty to this Agreement is Citibank Europe plc, conducting its business activity in Slovakia through Citibank Europe plc, pobočka zahraničnej banky, Slovak Republic and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank Europe plc, conducting its business activity in Slovakia through Citibank Europe plc, pobočka zahraničnej banky. All Transactions You enter into over the System will be governed by General Terms and Conditions of Citibank Europe plc, pobočka zahraničnej banky (available at www.citibank.sk).

3.

For purposes of this Agreement, You are solely transacting through the CitiFX Pulse product.

4.

You acknowledge and agree that information posted on the System and the System Content do not constitute investment or marketing advice and cannot replace specific investment or marketing advice. You understand that Citibank is not authorized to give investment or marketing advice on the on the System and the System Content. You further acknowledge and agree that Citibank may from time to time, make suggestions or provide information relating to products or system enhancements that may be provided via the System which it believes may be of interest to you. You request that such suggestions or information is provided and acknowledge that provision of this information will not constitute investment or marketing advice.

5.

Without prejudice to Section 12, Section 13 of the Agreement and each party's rights to disclose information relating to the other party whether under common law or statutory law or otherwise, each party to this Agreement hereby consents to the communication and disclosure by the other party of any information (including but not limited to Confidential Information) in respect of or relating to it, this Agreement, the Transactions and the Confirmation, (i) to and between that other party's head or home office, branches, subsidiaries, representative offices, affiliates and agents of each party and third parties selected by any of the aforesaid recipient of information, wherever situated, for confidential use (including in connection with the provision of any service and for data processing, statistical and risk analysis purposes); and (ii) to any person to (or through) whom such party transfers or assigns (or may potentially transfer or assign) all or any of its rights, benefits and obligations hereunder, or with (or through) whom such party enters into (or may potentially enter into) any sub-participation or the like in relation to, or any other transaction under which payments are to be made or received by reference to, this Agreement, any Transaction or any Confirmation. Each party and any aforesaid recipient of information may transfer and disclose any such information as required by or in furtherance of any obligations (contractual or otherwise) under or in connection to any law, court, regulator, legal process, stock exchange, clearing house or self-regulatory bodies. This provision is not, and shall not be deemed to constitute, an express or implied agreement by either party with the other party for a higher degree of confidentiality than that prescribed in any applicable law or regulation. Further, this provision shall be in addition to, and not in substitution for, any other provision agreed to between the parties (whether before or after the date hereof) which gives broader rights of disclosure to either party than contained herein. You further agree that Citibank, Citibank's head or home office, branches, subsidiaries, representative offices and affiliates, may transfer and disclose any information relating to you which any of them may obtain in connection with any transactions or dealings with you (whether or not obtained in connection to and/or related to this Agreement or Transaction(s)) in the manner of and subject to this provision.

6.

Section 18 of the Agreement shall be amended in its entirety as follows (except to the extent that Your Firm and Citibank Europe plc, pobočka zahraničnej banky have agreed otherwise):

 

"18. The Agreement (including any non-contractual liabilities and obligations arising out of or in connections with the Agreement) is governed by and shall be construed in accordance with the laws of the Slovak Republic, whereas the relations, rights and obligations not stipulated in this Agreement shall be governed especially by relevant provisions of the Slovak Commercial Code."

LUXEMBOURG:

If Your Firm is organized under the laws of Luxembourg, then references to "you" in the Agreement shall mean you acting solely and exclusively in your capacity as agent of Your Firm and you shall not have any personal liability to Citibank under the Agreement.

BAHRAIN:

For the purposes of any account(s) or other contractual relationships with Citibank N.A. Bahrain Branch, "Applicable Law" includes the law or regulation of the Kingdom of Bahrain and the United States of America, or any agreement entered into with or between government agencies and regulatory authorities. References to governmental agencies and regulatory authorities include the Central Bank of Bahrain, the United States Internal Revenue Service (IRS), the United States Office of Foreign Assets Control (OFAC) and the United States Department of Treasury.

LEBANON:

For the purposes of any account(s) or other contractual relationships with Citibank N.A, Lebanon Branch, the taxes which may be deducted or withheld by Citibank pursuant to Section 7 include taxes imposed in the specific and limited circumstances under the United States Internal Revenue Code of 1986 or any associated regulations or other official guidance ("Code").

Citibank, N.A Lebanon Branch is a branch of a banking corporation organized and existing under the laws of the United States and, as such, is subject to Lebanese laws and notably to the Banking Secrecy Law of September 3, 1956, and/or state laws of the United States which do not contradict the imperative provisions of the Lebanese laws. You hereby understand and accept that the national and state laws and regulations of the United States might be applicable to You as long as they do not contravene the imperative provisions of the Lebanese Law on Banking Secrecy and such other imperative Lebanese Laws. Consequently, if You are a U.S. Person (United States Person, entity company or institution), as defined by the Code, at the date of initiating the banking relationship with Citibank, or if afterwards You become a U.S. Person, or are identified by Citibank as a U.S. Person, as of the date of initiating the banking relation with Citibank, You irrevocably release Citibank from any and all losses, claims and liabilities resulting from Citibank's complying with such laws and regulations concerning You and the Transactions You effect using the System, and in particular you lift the banking secrecy obligation concerning such Transactions under the Lebanese Banking Secrecy Law (i) in relation to Citibank's compliance with the Code and providing Your information to local or international authorities, including the United States Internal Revenue Service, and (ii) for the purpose of the disclosures referred to in Section 12(b) above.

QATAR:

For the System provided to You in or into Qatar, the Agreement will be amended as follows:

Capitalised terms used but not defined in this Qatar Country Annex have the meanings set out in the Agreement.

1.

Section 4(a) (Use of the System) the term "Applicable Law" shall include the laws of the State of Qatar as amended from time to time, regulations issued by the Qatar Central Bank, the Qatar Financial Markets Authority, the Qatar Stock Exchange and the laws and regulations of the Qatar Financial Centre and the Qatar Financial Centre Regulatory Authority as amended from time to time.

2.

Section 4(a)(ii) (Use of the System) shall be replaced with the following:

 

"You will not use the System or any feature of the System to post or transmit inappropriate information, including without limitation any information that may be deemed illegal, defamatory, obscene, libellous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any copyright, trademark, service mark, or other proprietary right;"

3.

Section 6(d) (Instructions and Transactions) shall be deleted and replaced with the following:

"(d) Citibank, N.A. (or its affiliated entities) is not acting as a fiduciary or advisor for Your Firm in respect of any Transaction; You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of the financial instrument, and the associated market, credit and currency risks; Your Firm is not relying on any communication (written or oral) of Citibank, N.A. or its affiliated entities, as investment advice or as a recommendation to enter into any Transaction, it being understood that information and explanations related to the terms of any Transaction shall not be considered investment advice or a recommendation to enter into the Transaction; Your Firm has not received from Citibank, N.A. or its affiliated entities, any assurance or guarantee as to the expected results of any Transaction; You expressly undertake that You will not use the System for any purpose which is contrary to law or regulation including but not limited to the applicable rules, regulations and laws issued by the Qatar Central Bank, the Qatar Financial Markets Authority, the Qatar Stock Exchange, the Qatar Financial Centre and the Qatar Financial Centre Regulatory Authority in any manner which could: (i) have the effect of manipulating or distorting a market; (ii) cause a false or misleading impression in relation to the price, volume or level of supply or demand for products or any underlying instruments or related financial instruments; (iii) have no commercial purpose (a.k.a. "wash trades"); (iv) assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi's opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market;"
4.

Section 6(g) (Instructions and Transactions) shall be deleted and replaced with the following:

"(g) When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, including without limitation the Qatar Central Bank, Qatar Financial Markets Authority, Qatar Stock Exchange, Qatar Financial Centre or Qatar Financial Centre Regulatory Authority, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to the abovementioned regulatory authorities or any other competent prosecuting, tax or governmental authorities in any jurisdiction, domestic or foreign and/or other person;
5.

Reference to "European Economic Area" in section 13(b) shall mean the "State of Qatar (including the Qatar Financial Centre)".

6.

Section 13(d) (Data Protection Notices) shall be amended and replaced with the following:

"If any personal data (including sensitive personal data) belonging to You or Your Firm's employees or other individuals, is provided to Citibank by or through You, You represent and warrant that such persons are aware of and explicitly consent to the use of such personal data, as set forth in the paragraphs above and below, and waive any requirements for obtaining any additional consents or permits under the Applicable Law to process such sensitive personal data; You agree to defend and indemnify Citibank and its affiliates against any loss or damage either may incur arising out of a breach by You of this representation and warranty; and"

UNITED ARAB EMIRATES:

For the System provided to You in or into the United Arab Emirates (UAE), the Agreement will be amended as follows:

Capitalised terms used but not defined in this UAE Country Annex have the meanings set out in the Agreement.

1.

Section 4(a) (Use of the System) the term "Applicable Law" shall include the laws of the United Arab Emirates and regulations issued by the UAE Central Bank and the Securities Commodities Authority as amended from time to time.

2.

Section 6(d) (Instructions and Transactions) shall be deleted and replaced with the following:

"(d) Citibank, N.A. (or its affiliated entities) is not acting as a fiduciary or advisor for Your Firm in respect of any Transaction; You will make all trading decisions solely on the basis of Your own judgment (and upon advice from such advisers as You have deemed necessary to appoint) as to whether any Transaction is appropriate or proper and based on an independent evaluation of relevant factors, including the economic features of the financial instrument involved, the complexity of the financial instrument, and the associated market, credit and currency risks; Your Firm is not relying on any communication (written or oral) of Citibank, N.A. or its affiliated entities, as investment advice or as a recommendation to enter into any Transaction, it being understood that information and explanations related to the terms of any Transaction shall not be considered investment advice or a recommendation to enter into the Transaction; Your Firm has not received from Citibank, N.A. or its affiliated entities, any assurance or guarantee as to the expected results of any Transaction; You expressly undertake that You will not use the System for any purpose which is contrary to law or regulation including but not limited to the applicable rules, regulations and laws issued by the UAE Central Bank and the Securities Commodities Authority in any manner which could: (i) have the effect of manipulating or distorting a market; (ii) cause a false or misleading impression in relation to the price, volume or level of supply or demand for products or any underlying instruments or related financial instruments; (iii) have no commercial purpose (a.k.a. "wash trades"); (iv) assist a misuse of information; (v) prejudice access to a trading or clearing system; or (vi) in Citi's opinion abuse or take an unfair advantage of the nature or characteristics of the System or a market;"

3.

Section 6(g) (Instructions and Transactions) shall be deleted and replaced with the following:

"When Citibank executes a Transaction with you, Citibank may be required under Applicable Law to, or may in response to an order, directive or request regarding reporting and/or retention of Transaction or similar information issued by any government authority and regulatory authorities or any other regulatory body, or agency, including without limitation the the UAE Central Bank and the Securities Commodities Authority, make information regarding the Transaction and its execution (which may include information about you) public or available or to report such information to the abovementioned regulatory authorities or any other competent prosecuting, tax or governmental authorities in any jurisdiction, domestic or foreign and/or other person;

4.

Reference to "European Economic Area" in section 13(b) shall mean the "United Arab Emirates".

SOUTH AFRICA:

1. For purposes of this Agreement if You are transacting through the CitiFX Pulse product:
(1). Your counterparty is Citibank N.A South Africa Branch, notwithstanding the provisions of section 18, this Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa, unless otherwise agreed to by the parties. The parties thereby submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg (or its successor).
(2) Section 6 of this Agreement shall be amended by the addition of following words immediately after the first sentence of Section 6:
 
"We may act on, and you shall be bound by, any Instruction which we reasonably believe in good faith to be from You and we shall be under no duty to verify such Instruction. We shall be entitled to rely on such Instruction even if you have sent us a list of authorised persons and the Instruction is received from a person who has not been specifically named therein. With respect to each authorised person of whom we have been specifically notified, until we receive written notice to the contrary and have accepted such notice, we are entitled to assume that such person has and continues to have full and unrestricted power to give us Instructions on behalf of Your Firm. Notwithstanding the foregoing, you shall provide any evidence that we may require of the authority of any person to act on your behalf."
(3) Section 6(e) of this Agreement shall be amended as follows, except to the extent that Your Firm and the relevant Citibank entity have agreed otherwise as to specific transactions or products:
  "(e) If Your Firm and the specific Citibank NA branch or Citibank affiliate that Your Firm is transacting with, have not entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, the Transactions and corresponding Confirmations with that Citibank branch or affiliate shall supplement, form a part of, and be subject to, a single agreement ("Single Agreement") in the form of the ISDA 2002 Master Agreement as published by ISDA (the "ISDA Form") as if, on the trade date of the first Transaction between Your Firm and such Citibank branch or affiliate, Your Firm and the relevant Citibank branch or affiliate, as the case may be, had executed a separate Single Agreement in the ISDA Form (but without any Schedule except (i) for the election of South African Law as the governing law; (ii) the submission to the exclusive jurisdiction of the South Gauteng High Court, Johannesburg in connection with all matters relating to such Single Agreement, the Transactions, Confirmations and any other non-contractual obligations arising out of or in connection with such Single Agreement, the Transactions, Confirmations; and Your Firm waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to these courts and Section 13(b) of the ISDA Form shall be deemed to have been amended accordingly; and Your Firm also irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Single Agreement, the Transactions and Confirmations; (iii) the specification of ZAR as the Termination Currency and the application of Credit Event Upon Merger). Nothing in this provision shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction. (iv) If Your Firm is incorporated in South Africa You hereby confirm that You will at all times abide by and comply with the South African Exchange Control Regulations, Orders and Rules 1961 (as amended) issued in terms of the Currency and Exchanges Act, 1933 (as amended) and by any rulings made in terms thereof as they exist from time to time. .."
2. In the event that You are transacting through the Citi Velocity product Section 6 (f) shall be amended to include the following wording:
"...(iv) You hereby confirm that You will at all times abide by and comply with the South African Exchange Control Regulations, Orders and Rules 1961 (as amended) issued in terms of the Currency and Exchanges Act, 1933 (as amended) and with any Authorised Dealer Manual (the " Currency and Exchanges Manual for Authorised Dealers") made in terms thereof in force from time to time and warrants that the required approvals (if any) have been obtained. Further, the Customer expressly agrees, in cases where the forward exchange contract's maturity date exceeds 6 months from booking date, to provide Citi within 14 days from entering into any forward exchange contract, with documentation evidencing a firm and future ascertainable foreign commitment or accrual, and by not later than the relevant payment cut-off times at the end of the business day immediately following the maturity date of a forward exchange contract for outward payment, with (i) supporting documentation in respect of outward payments as required by the Authorised Dealer Manual; (ii) detailed settlement instructions informing Citi, in writing of the legal entity and bank account details to which the proceeds of the foreign exchange contract must be paid; and (iii) a duly executed Citi approved dealing mandate. The Customer acknowledges and agrees (a) that the Customer has been appraised Citi's obligations as an Authorised Dealer, that in instances where the Customer fails to provide Citi with all of the aforementioned documents within the stipulated timeframe, Citi shall purchase any outstanding amount from the Customer at the then prevailing market rate; and (b) that the Customer will be paid any profit accrued on the outstanding amount and be liable for any losses incurred by Citi (which shall include inter alia, any settlement losses as well as Citi's cost of funding) based on the exchange rate for ready sale, or purchase, as the case may be, of the contract amount prevailing on the date of the maturity of the contract.
By confirming a Foreign Exchange Transaction, the Customer shall be deemed to warrant that the transaction covers either a firm, underlying foreign currency commitment or a firm and ascertainable foreign currency accrual in terms of section D.1 of the Authorised Dealer Manual. The Customer shall further be deemed to warrant that the underlying foreign currency commitment or accrual is not already covered forward, that it has not already applied for forward cover in respect of such underlying foreign currency commitment or accrual, and that documentary evidence relating to such underlying commitment or accrual is held by it. The Customer is aware that it is required to retain the documentary evidence of the purchase or sale of foreign exchange and keep same available for inspection for a period of five years."
3. Section 13(b) is amended by the deletion of the words in the first set of brackets and their substitution with the following words - "(including to foreign jurisdictions which do not have data privacy laws that offer an adequate level of protection to the personal data and you freely consent to the transfer of the personal data to such foreign jurisdictions)..."
4. Section 13 is amended by the addition, after sub-section 13(d), of a new sub-section 13(e):
"...(e).. The parties acknowledge that for purposes of this Section 13 "personal data" may include (but is not limited to) names, contact details, identification and verification information, nationality and residency information, taxpayer identification numbers, bank account and transactional information (where legally permissible). Subject to applicable data protection law, a data subject has the right to access and rectify its personal data and to object to the processing of the personal data. A data subject may lodge a complaint to the relevant data protection regulator in accordance with applicable data protection law. The contact details of the relevant data protection regulator (once established) are/will be available from the offices of Citibank.
   

TANZANIA:

1. Your counterparty to this Agreement is Citibank Tanzania Limited of P. O. Box 71625, Dar Es Salaam, Tanzania and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank Tanzania Limited. Notwithstanding Section 18, this Agreement shall be governed by, and shall be construed in accordance with the laws of Tanzania and you irrevocably submit to the exclusive jurisdiction of the Commercial Division of the High Court of Tanzania.
2. Section 6 is amended by the addition, after sub-clause 6(h), of a new sub-section 6(i):
  "(i) You undertake to comply with the Foreign Exchange Act (CAP 217, Revised Edition 2002) as amended and supporting regulations and all other applicable laws, statutes, regulations, secondary legislation, and guidance notes in so far as they relate to or apply to the regulation of foreign exchange in Tanzania."
   

KENYA:

1. Your counterparty to the Agreement is Citibank N.A. Kenya of Post Office Box 30711-00100, Nairobi, Kenya and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank N.A. Kenya. Notwithstanding the provisions of section 18, this Agreement shall be governed by, and shall be construed in accordance with the laws of the Republic of Kenya. For our benefit, you irrevocably submit to the exclusive jurisdiction of the High Court of Kenya, which are to have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of the Agreement.
2. Section 6 is amended by the addition, after sub-section 6(h), of a new subsection 6(i):
"(i) You undertake to comply with any conditions, requirements imposed on foreign exchange transactions in accordance with the Central Bank of Kenya Act, Chapter 491 of the Laws of Kenya, together with all regulations and guidelines issued thereunder, and any other applicable laws, statutes, regulations and guidelines in so far as they relate or apply to the regulation of foreign exchange in Kenya."
3. Section 7 is amended by the inclusion of the following words after "...have occurred or are likely to occur":
"Any notice to change the Usage Fee shall be undertaken in accordance with the conditions set out in the Banking Act, Chapter 488 of the Laws of Kenya, the Central Bank Prudential Guidelines as issued by the Central Bank of Kenya from time to time and any other applicable laws, regulations and guidelines."
   

NIGERIA:

1. Your counterparty to the Agreement is Citibank Nigeria Limited and the System is made available and provided to You in Nigeria by Citibank Nigeria Limited, a bank incorporated under the laws of Nigeria. Therefore, all references to "Citibank" and/or to "Citibank N.A." within this Agreement shall be interpreted to refer to Citibank Nigeria Limited
2. Notwithstanding the provisions of section 18, this Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, unless otherwise agreed by the parties. The parties thereby submit to the non-exclusive jurisdiction of the Nigerian courts.
3. You agree and accept that you shall comply with all laws and regulations of Nigeria with respect to any Transaction which you enter into, including but not limited to (i) satisfying any regulatory requirements in relation to any Transaction; and (ii) providing any supporting documents and/or settlement instructions as Citibank Nigeria Limited may deem necessary within such time as may be determined by Citibank Nigeria Limited in its sole discretion. If You do not provide all supporting documents for the Transactions as required by Citibank Nigeria Limited, Citibank Nigeria Limited will be entitled to terminate the Transactions and you shall indemnify Citibank Nigeria Limited against all expense, loss, damage or liability that Citibank Nigeria Limited may incur in respect of the Transaction.
   

ZAMBIA:

1. Section 13(a)(ii) is deleted in its entirety and the following paragraph shall be inserted in substitution thereof:
  "(ii) Citibank may process any such personal data and transmit it (including to places outside of the Zambia which have data privacy standards which are not deemed adequate under Electronic Communications and Transactions Act) to any of its affiliates, agents, sub-contractors, or third parties (including third parties of the kinds identified in the following sub-paragraphs (i) to (v)) in connection with Your and/or Your Firm's use of and Citibank's operation of the System and Citibank's relationship with You and Your Firm, including without limitation for the purposes of: (i) meeting obligations to government agencies and regulatory authorities; (ii) complying with any Applicable Law, including without limitation tax, anti-money laundering laws and regulations; (iii) assigning or sub-contracting any part of the normal business functions of Citibank to third parties relating to the operation or usage of the System; (iv) monitoring services provided to You in relation to Your use of the System, whether such monitoring is conducted by Citibank, or a third party; and (v) communicating with credit reference and information agencies; and"
2. Section 15 is deleted in its entirety and the following paragraph shall be inserted in substitution thereof:
  "15. Sanctions and Export Restrictions. Without limiting the generality of Your obligations to comply with all Applicable Laws, You specifically agree to comply, and will cause Your employees and agents to comply, with the requirements of all applicable export laws and regulations."
   

EGYPT:

1. If You are organized or incorporated under the laws of Egypt or a natural person residing in Egypt, You represent that you are and comply with all requirements to be categorized as a "qualified investor" as such term is defined in the Egyptian Financial Supervisory Authority's decree No. 31 of 2002.
2. Before using the System you must provide Citibank N.A Egypt with a certified copy of a board of a directors' resolution approving this Agreement and the use of the System and authorizing a signatory(ies) to act on your behalf with respect to the System.
3. Prior to confirming any Transactions, You must provide Citibank N.A Egypt with a certified copy of a directors' resolution authorizing the entry into and performance of an ISDA Master Agreement or any other similar agreement as may be required by Citibank N.A Egypt.
4. Section 18 of the Agreement shall be deleted and, the parties agree that this Agreement shall be governed by and construed in accordance with, the laws of England and Wales. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration;
 
(a). the arbitration will be:
 
(i). in accordance with the Rules of the Cairo Regional Center for International Commercial Arbitration (Center);
(ii) conducted in English;
(iii) governed by Egyptian law;
(iv) held in Cairo, Arab Republic of Egypt at the Center or any other place as agreed by the parties; and
(v) conducted by 3 arbitrators, unless the parties otherwise agree;
(b) Each Party will appoint one arbitrator and the 2 arbitrators so appointed will choose a presiding arbitrator.
(c) If within 30 Days after the appointment of the second arbitrator, the 2 arbitrators have not agreed upon the choice of the presiding arbitrator, then the Center will appoint the presiding arbitrator in the same way as a sole arbitrator would be appointed under Article 6.3 of the UNCITRAL Arbitration Rules.
(d) The presiding arbitrator must be independent from both Parties and in particular must not be an employee, former employee or agent of either Party.
(e) A decision of a majority of the arbitrators under this clause is final and binding on the parties.
(f) The arbitrate award rendered will be final and conclusive and enforcement of the arbitral award will be subject to the procedures set forth in Law 27 of 1994.
   

MOROCCO:

1. Your counterparty to this Agreement is Citibank Maghreb S.A. and you hereby further undertake the following:
 
(i) to comply at all times during the execution of this Agreement with the law 53-05 relating to the electronic exchange of legal data and the law 09-08 relating to the protection of personal data (hereinafter, together, the "Laws"),
(ii) not to bring any claim against Citibank on the basis of the Laws,
(iii) not to engage in any speculative transactions within the meaning of the Moroccan foreign exchange regulation,
(iv) not to bring any claim against Citibank based on an alleged violation of article 79 of the Moroccan Banking Law relating to banking secrecy, and more generally,
(v) to comply at all times with the Moroccan foreign exchange regulation entitled "Instruction Générale des Opérations de Changes" dated 31 December 2013 as may be amended from time to time.
2. Notwithstanding any other indemnity provision under this Agreement, you hereby agree to indemnify Citibank, its employees and shareholders in relation to any costs, expenses, obligations, penalties, awards, judgments, sanctions, or claims arising directly out of a violation by You of this Moroccan Country Schedule.
   

TUNISIA:

1. Your counterparty to this Agreement is Citibank N.A. Tunis and you hereby further undertake the following:
 
(i) to comply at all times during the execution of this Agreement with the law 2000-83 relating to the electronic exchange of legal data and the law 2004-63 relating to the protection of personal data (hereinafter, together, the "Laws"),
(ii) not to bring any claim against Citibank on the basis of the Laws,
(iii) not to engage in any speculative transactions within the meaning of the Tunisian foreign exchange regulation,
(iv) not to bring any claim against Citibank based on an alleged violation of article 79 of the Moroccan Banking Law relating to banking secrecy, and more generally,
2.

Notwithstanding any other indemnity provision under this Agreement, you hereby agree to indemnify Citibank, its employees and shareholders in relation to any costs, expenses, obligations, penalties, awards, judgments, sanctions, or claims arising directly out of a violation by You of this Tunisia Country Annex.

   

KAZAKHSTAN:

1. Your counterparty to the Agreement is Citibank Kazakhstan JSC and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank Kazakhstan JSC. You and Citibank shall be jointly referred to herein as the "Parties" and singly as the "Party".
2. Within the context of the Agreement the System shall mean CitiFX® Pulse only, and the Transactions shall mean foreign exchange spot, forward, swaps and/or options transactions. Transactions shall be entered into under the terms of the Treasury Master Agreement governing the Transactions of the type You engage in using the System, or with respect to spot FX transactions only - based on the terms of the Bank Account Terms and Conditions of Citibank Kazakhstan JSC and/or other applicable general terms of FX operations enforced by Citibank Kazakhstan JSC.
3. Section 13(b) is amended by the deletion of the words in the first set of brackets and their substitution with the following words - "...(including to foreign jurisdictions which do not have data privacy laws that offer an adequate level of protection to the personal data and you freely consent to the transfer of the personal data to such foreign jurisdictions)..."
4. You agree and acknowledge that the provisions in relation to "Disclosure of Information" in this Country Annex shall also apply to any and all personal data in relation to You, directors, officers, employees, agents and consultants of Your Firm or Your Firm's affiliates that You, Your Firm's employees or agents may submit in connection with Your and/or Your Firm's use of the System.
5. You confirm that You will at all times abide by and comply with the requirements and any obligations you may have under the 2005 Kazakhstan Law on Currency Regulation and Currency Control (the "Currency Law") as amended and by any rulings made in terms thereof as they exist from time to time to notify the National Bank of Kazakhstan of the Transactions entered into under the Agreement or other applicable master agreement governing Transactions of the type You engage in using the System and that you will provide Citibank Kazakhstan JSC with the respective supporting documents as required under the Currency Law.
6. Section 16. Miscellaneous to be added with sections (g) and (h) as follows:
  "(g) For execution of the Agreement You shall sign CitiFX Pulse Registration Form and the Agreement shall be legal, valid and binding upon the Parties subject to Citibank's written acceptance of this form. Following Citibank's countersigning of CitiFX Pulse Registration Form the Agreement shall be deemed executed between the Parties in writing in English and Russian languages in two counterparts, each having equal legal force, with one copy for each Party. The Agreement can be translated into Kazakh language upon request of any of the Parties hereto. In case of any inconsistency or conflict between the versions as to the proper interpretation or construction hereof, the English version shall prevail.
  (h) The Bank Account Terms and Conditions of Citibank Kazakhstan JSC and/or other applicable general terms of FX operations enforced by Citibank Kazakhstan JSC shall operate as an integral part of the Agreement in part not contradicting to the Agreement."
7. Section 18 of the Agreement shall be deleted and replaced as follows:
  "18. Governing Law and Jurisdiction. The Agreement and any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with the Kazakh Law. "Kazakh Law" shall mean the constitution, all laws, edicts, decrees, regulations, instructions, orders and other normative legal acts that are promulgated and have taken legal effect within the territory of the Republic of Kazakhstan and any other regulatory document issued by an authority having legislative, judicial or administrative power which has universal binding authority.
  The Parties shall undertake steps to resolve any disputes and conflicts between them arising from the Agreement or in connection herewith, including those concerning the performance, breach, termination, validity hereof and/or settlements hereunder, by way of negotiation conducted by persons authorised by the Parties.
  If the Parties are unable within a reasonable period of time to resolve a dispute or conflict between them by way of negotiation, the dispute shall be referred for settlement and final resolution by the competent court of the Republic of Kazakhstan in the place of location of Citibank Kazakhstan JSC."
   

ASIA PACIFIC COUNTRIES:

The following Product is made available to you by the corresponding Citibank, N.A. branch or Citibank affiliate specified for each of the jurisdiction below, and the System in relation to such Product is provided to You by that entity.
Product: CitiFX Pulse
Jurisdiction Citibank entity
Australia Citibank, N.A. Sydney Branch or Citibank, N.A. London Branch
China Citibank (China) Co., Ltd.
Hong Kong Citibank, N.A. Hong Kong Branch
India Citibank, N.A. Mumbai Branch
Indonesia Citibank, N.A. Jakarta Branch
Japan Citibank, N.A., Tokyo Branch
Korea Citibank Korea Inc.
Malaysia Citibank Berhad (Company No. 297089 M)
Philippines Citibank, N.A. Philippines Branch
Singapore Citibank, N.A. Singapore Branch
Taiwan Citibank Taiwan Limited
Thailand Citibank, N.A. Bangkok Branch
Vietnam Citibank, N.A. Hanoi/Ho Chi Minh Branch

Disclosure of Information (Applicable to all Asia Pacific Countries other than Malaysia). Without prejudice to Section 12, Section 13 and each party's rights to disclose information relating to the other party whether under common law or statutory law or otherwise, each party to this Agreement hereby consents to the communication and disclosure by the other party of any information (including but not limited to Confidential Information) in respect of or relating to it, this Agreement, the Transactions and the Confirmation, (i) to and between that other party's head or home office, branches, subsidiaries, representative offices, affiliates and agents of each party and third parties selected by any of the aforesaid recipient of information, wherever situated, for confidential use (including in connection with the provision of any service and for data processing, statistical and risk analysis purposes); and (ii) to any person to (or through) whom such party transfers or assigns (or may potentially transfer or assign) all or any of its rights, benefits and obligations hereunder, or with (or through) whom such party enters into (or may potentially enter into) any sub-participation or the like in relation to, or any other transaction under which payments are to be made or received by reference to, this Agreement, any Transaction or any Confirmation. Each party and any aforesaid recipient of information may transfer and disclose any such information as required by or in furtherance of any obligations (contractual or otherwise) under or in connection to any law, court, regulator, legal process, stock exchange, clearing house or self-regulatory bodies. This provision is not, and shall not be deemed to constitute, an express or implied agreement by either party with the other party for a higher degree of confidentiality than that prescribed in any applicable law or regulation. Further, this provision shall be in addition to, and not in substitution for, any other provision agreed to between the parties (whether before or after the date hereof) which gives broader rights of disclosure to either party than contained herein. You further agree that Citibank, Citibank's head or home office, branches, subsidiaries, representative offices and affiliates, may transfer and disclose any information relating to you which any of them may obtain in connection with any transactions or dealings with you (whether or not obtained in connection to and/or related to this Agreement or Transaction(s)) in the manner of and subject to this provision.

   

AUSTRALIA:

1. Your counterparty to this Agreement is Citibank, N.A., Sydney Branch or Citibank, N.A., London Branch (as applicable) and the System is provided to You by that entity. All references herein to Citibank shall be deemed to be to Citibank, N.A., Sydney Branch or Citibank, N.A., London Branch (as applicable). Pursuant to Australian Securities and Investments Commission Instrument 2016/396 and Class Order 03/1101, Citibank is exempt from the requirement to hold an Australian financial services license under the Corporations Act 2001 of Australia in respect of financial services. In Australia, Citibank also relies upon various exemptions under the Corporations Act and Corporations Regulations. Citibank is regulated by the Comptroller of the Currency of the US and by the Federal Reserve System of the US, under US laws which may differ from Australian laws.
2. Citibank shall not provide and shall not be deemed to provide investment advice to manage money, or to act as a fiduciary, on behalf of or to You, or with respect to any Account. You acknowledge that Citibank has not and shall not during the term of this Agreement make any recommendations to You regarding the appropriateness, suitability, legality or profitability of any Transaction executed on the System.
   

CHINA:

1. In connection with this Agreement or any Transactions or any Confirmations in relation thereto:
 
1. For the purposes of Section 6(a) of this Agreement, where you are acting as an Agent with the prior consent of Citibank (China) Co., Ltd. (the "Citibank China"), you represent and warrant that you are doing so in accordance with all applicable local laws and regulations and you agree and acknowledge that Citibank China may cease to transact with you at its sole and absolute discretion at any time without prior notice.
2. The following item shall be inserted as a new Section 6(i) of this Agreement:
  "(i) If Your Firm and Citibank China is transacting with, have not entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, the Transactions and corresponding Confirmations with Citibank China shall supplement, form a part of, and be subject to, a single agreement ("Single Agreement") in the form of the ISDA 2002 Master Agreement as published by ISDA (the "ISDA Form") as if, on the date that you click accept the Agreement, Your Firm and Citibank China, as the case may be, had executed a separate Single Agreement in the ISDA Form (but without any Schedule except (i) for the specification of the PRC Laws as the governing law; (ii) the submission to the exclusive jurisdiction of the Chinese courts of the place where Citibank China's head office in China locates in connection with all matters relating to such Single Agreement, the Transactions, Confirmations and any other non-contractual obligations arising out of or in connection with such Single Agreement, the Transactions, Confirmations; and Your Firm waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to these courts and Section 13(b) of the ISDA Form shall be deemed to have been amended accordingly; and Your Firm also irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Single Agreement, the Transactions and Confirmations; (iii) the specification of RMB as the Termination Currency and the application of Credit Event Upon Merger and Automatic Early Termination). Nothing in this provision shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction. To the extent of any inconsistency between the provisions of the Single Agreement and a Confirmation, the Confirmation will prevail for the purposes of the specific Transaction. Each Single Agreement shall contain such other modification (including additional elections) to the ISDA Form (each an "Agreement Modification") as may be agreed by Your Firm and the Citibank China, as the case may be, from time to time. To the extent of any inconsistency between any Agreement Modification and a prior Agreement Modification, the terms of the most recent Agreement Modification shall govern. The Single Agreement between Your Firm and Citibank China, as the case may be, shall also govern such Transactions between Your Firm and Citibank China that are not entered through the System but shall not govern any Transaction where the confirmation of the Transaction or any other document agreed between the parties clearly indicates an intention that such Transaction shall be subject to a separate master agreement (whether separately executed or deemed to arise by incorporation in a confirmation), either as a single Transaction under such separate master agreement or as part of a specified group of Transactions subject to such separate master agreement;"
3. The following item shall be inserted as a new Section 6(j):
  "Each Confirmation incorporates by reference the 1998 FX and Currency Option Definitions (as published by International Swaps and Derivatives Association, Inc. (ISDA), the Emerging Markets Traders Association and The Foreign Exchange Committee) (the "FX Definitions") and the 2006 ISDA Definitions (the "Swap Definitions" and together with the FX Definitions, the "Definitions"). If there is any inconsistency between the FX Definitions and the Swap Definitions, the FX Definitions will govern. If there is any inconsistency between the Definitions and a Confirmation, the Confirmation will govern;"
4. The following item shall be inserted as a new Section 6(k):
  "You shall comply with all Applicable Laws with respect to any Transaction which you enter into, including, but not limited to, (i) satisfying any applicable qualification and capacity requirements (such as those regarding transacting foreign exchange spot in advance for which only category A corporates are eligible); and (ii) providing any supporting documents and/or settlement instructions, within the period prescribed under the Applicable Laws. You shall provide such supporting documents and/or settlement instructions as Citibank may deem necessary, within such time as may be determined by Citibank in its sole discretion, in order for You to comply with such Applicable Laws. Without limitation to the foregoing, and subject to the Applicable Laws, unless otherwise agreed to by Citibank, where You use the System to conduct any foreign exchange spot transaction, You shall, before such transaction (in all situations no later than settlement of such transaction), have provided Citibank all satisfactory supporting documents and settlement instruction with respect to such transaction in accordance with the Applicable Law; where You use the System to transact any foreign exchange forward transaction, You shall provide the relevant satisfactory supporting documents and/or settlement instruction with respect to such transaction by its settlement in accordance with the Applicable Law."
5. This Agreement is governed by and construed in accordance with PRC Laws. If any dispute arises between the parties during the performance of this Agreement, the parties shall resolve the dispute by negotiation. Failing such negotiation, the parties agree that the Chinese courts of the place where Citibank China's head office in China is located shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
  "PRC Laws" means the laws, regulations, and rules that are promulgated and have taken effect within the territory of the People's Republic of China (which, for the purpose of this Agreement, does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region or Taiwan area) and any regulatory document issued by an authority having legislative, judicial or administrative power which has universal binding authority."
6. You agree and acknowledge that the provisions in relation to "Disclosure of Information" in the Country Annex shall also apply to any and all personal data in relation to You, directors, officers, employees, agents and consultants of Your Firm or Your Firm's affiliates that You, Your Firm's employees or agents may submit in connection with Your and/or Your Firm's use of the System.
   

HONG KONG:

1. CNY Dealing Procedures: In connection with this Agreement or any Transactions or any Confirmations in relation thereto, you hereby agree to the following procedures in order to enter into CNY Transactions with Citibank:
 
(1) You acknowledge and agree that these CNY Dealing Procedures shall apply to each CNY Transaction.
(2) To the extent You do not comply with the CNY Dealing Procedures in respect of any CNY Transaction, you acknowledge and agree that Citibank shall have the right to deem such CNY Transaction invalid and to cancel same whether before or after production of any relevant confirmation and that you shall indemnify Citibank for all costs and/or losses (including but not limited to unwinding costs) incurred in connection therewith.
(3) Save where you have complied with (4) below, you hereby represent that a CNY Transaction is not Trade Related. You agree to inform Citibank immediately if you are aware or come to be aware that any representation or information provided by you in connection herewith is incorrect or incomplete.
(4) You agree to notify Citibank at the time of trading to the extent that a CNY Transaction is Trade Related by selecting the relevant category from the drop-down menu provided in the System;
(5) "Each Confirmation incorporates by reference the 1998 FX and Currency Option Definitions (as published by International Swaps and Derivatives Association, Inc. (ISDA), the Emerging Markets Traders Association and The Foreign Exchange Committee) (the "FX Definitions") and the 2006 ISDA Definitions (the "Swap Definitions" and together with the FX Definitions, the "Definitions"). If there is any inconsistency between the FX Definitions and the Swap Definitions, the FX Definitions will govern. If there is any inconsistency between the Definitions and a Confirmation, the Confirmation will govern;"
  Where,
  "CNY" means Chinese Renminbi available on the general CNY exchange market in the relevant Offshore CNY Center for purchase, sale, lending or borrowing in furtherance of general purposes (including, but not limited to, funding and excluding (i) any purchase or sale of Chinese Renminbi where such Chinese Renminbi is required by relevant laws or regulations for settlement of any cross-border trade transaction with an entity in Mainland China, or (ii) any purchase or sale of Chinese Renminbi for personal customers residing in that Offshore CNY Center).
  "CNY Transaction" means any Transaction traded (or to be traded) through the System referencing CNY.
  "Mainland China" means the People's Republic of China excluding Hong Kong, Macau, and Taiwan.
  "Offshore CNY Center" means the jurisdiction specified in the relevant Confirmation. If no Offshore CNY Center is specified in the relevant Confirmation, the Offshore CNY Center shall be Hong Kong.
  "Trade Related" means related to any trading of physical goods in Mainland China.
   

INDONESIA:

1. Section 6(e) of the Agreement shall be amended in its entirety as follows, except to the extent that Your Firm and Citibank, N.A., Jakarta Branch have agreed otherwise:
  "(e) If Your Firm and the specific Citibank, N.A. branch or Citibank affiliate that Your Firm is transacting with, have not entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, the Transactions and corresponding Confirmations with that Citibank branch or affiliate shall supplement, form a part of, and be subject to, a single agreement ("Single Agreement") in the form of the ISDA 2002 Master Agreement as published by ISDA (the "ISDA Form") as if, on the date that You click accept the Agreement, Your Firm and the relevant Citibank branch or affiliate, as the case may be, had executed a separate Single Agreement in the ISDA Form (but without any Schedule except:
 
(i) for the election of the laws of the State of New York, the United States of America as the governing law;
(ii) (A) the submission to arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Center in connection with all matters relating to such Single Agreement, the Transactions, Confirmations and any other non- contractual obligations arising out of or in connection with such Single Agreement, the Transactions, Confirmations;
  (B) With respect to any suit, action or proceedings relating to this Agreement or Electronic Confirmations, each party agrees that any claim, dispute or difference of whatsoever nature arising out of or in connection with this Agreement ("Dispute") shall be referred to and finally determined by arbitration before an Arbitral Tribunal composed of three (3) Arbitrators ("Tribunal");
  (C) any reference of a Dispute to arbitration shall be determined in accordance with the rules of the Singapore International Arbitration Centre which shall apply to any arbitration under this Agreement wherever such arbitration shall be conducted;
  (D) Singapore shall be the seat of the arbitration but hearings may be held at such other place as the parties and the Tribunal may agree or as the Tribunal shall deem appropriate after consultation with the parties;
  (E) the language of the arbitration shall be English and all documents submitted to the arbitration shall be submitted to the arbitration in their original form together with an English translation;
  (F) the powers of the Tribunal shall include the power to open up, review and revise any decision of any third party who is empowered by the contract to make decisions;
  (G) the arbitration shall be conducted in private. Each party agrees that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award) shall remain confidential both during and after any final award is rendered unless the parties agree otherwise in writing;
  (H) with reference to the above provisions, the parties hereto agree not to submit any Dispute (including Dispute regarding the non-contractual obligations arising from or in connection with the Agreement or the existence, validity or termination of the Agreement) arising under this Agreement to any court within the jurisdiction of the parties;
  (I) each party agrees that without preventing any other mode of service, any document in any Dispute referred to arbitration may be served on any party by being delivered to or left for that party at its last address in the other party's record. Each party undertakes to maintain such an address at all times and to notify the other party in writing in advance of any change from time to time of the details of such address, such notice to be either personally delivered or sent by postage prepaid registered airmail or transmitted by facsimile (with postage prepaid airmail confirmation);
and Section 13(b) of the ISDA Form shall be deemed to have been amended accordingly;
(iii) the specification of USD as the Termination Currency and the application of Credit Event Upon Merger). Nothing in this provision shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction. To the extent of any inconsistency between the provisions of the Single Agreement and a Confirmation, the Confirmation will prevail for the purposes of the specific Transaction). Each Single Agreement shall contain such other modification (including additional elections) to the ISDA Form (each an "Agreement Modification") as may be agreed by Your Firm and the relevant Citibank branch or affiliate, as the case may be, from time to time. To the extent of any inconsistency between any Agreement Modification and a prior Agreement Modification, the terms of the most recent Agreement Modification shall govern. The Single Agreement between Your Firm and the specific Citibank, N.A. branch or Citibank affiliate, as the case may be, shall also govern such Transactions between Your Firm and specific Citibank, N.A. branch or Citibank affiliate that are not entered through the System but shall not govern any Transaction where the confirmation of the Transaction or any other document agreed between the parties clearly indicates an intention that such Transaction shall be subject to a separate master agreement (whether separately executed or deemed to arise by incorporation in a confirmation), either as a single Transaction under such separate master agreement or as part of a specified group of Transactions subject to such separate master agreement;"
2. Section 18 of the Agreement shall be amended in its entirety as follows, except to the extent that Your Firm and Citibank, N.A., Jakarta Branch have agreed otherwise:
  "18. Governing Law and Arbitration. (a) The Agreement and any non-contractual obligations arising out of or in connection with the Agreement, are governed by, and shall be construed in accordance with, the laws of the State of New York, the United States of America.
 
(b) with respect to any suit, action or proceedings relating to this Agreement or Electronic Confirmations, each party agrees that any claim, dispute or difference of whatsoever nature arising out of or in connection with this Agreement ("Dispute") shall be referred to and finally determined by arbitration before an Arbitral Tribunal composed of three (3) Arbitrators ("Tribunal");
(c) any reference of a Dispute to arbitration shall be determined in accordance with the rules of the Singapore International Arbitration Centre which shall apply to any arbitration under this Agreement wherever such arbitration shall be conducted;
(d) Singapore shall be the seat of the arbitration but hearings may be held at such other place as the parties and the Tribunal may agree or as the Tribunal shall deem appropriate after consultation with the parties;
(e) the language of the arbitration shall be English and all documents submitted to the arbitration shall be submitted to the arbitration in their original form together with an English translation;
(f) the powers of the Tribunal shall include the power to open up, review and revise any decision of any third party who is empowered by the contract to make decisions;
(g) the arbitration shall be conducted in private. Each party agrees that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award) shall remain confidential both during and after any final award is rendered unless the parties agree otherwise in writing;
(h) with reference to the above provisions, the parties hereto agree not to submit any Dispute (including Dispute regarding the non-contractual obligations arising from or in connection with the Agreement or the existence, validity or termination of the Agreement) arising under this Agreement to any court within the jurisdiction of the parties;
(i) each party agrees that without preventing any other mode of service, any document in any Dispute referred to arbitration may be served on any party by being delivered to or left for that party at its last address in the other party's record. Each party undertakes to maintain such an address at all times and to notify the other party in writing in advance of any change from time to time of the details of such address, such notice to be either personally delivered or sent by postage prepaid registered airmail or transmitted by facsimile (with postage prepaid airmail confirmation).
3. Notwithstanding anything to the contrary, You acknowledge and agree that Citibank will only make available to You, foreign exchange related products as part of CitiFX Pulse. You represent and warrant that You will only submit orders and enter into Transactions for foreign exchange related products.
4. The parties agree that in the event of inconsistencies between the English and the Indonesian versions of this Agreement, the English version shall prevail.
   

JAPAN:

1. Citibank is obligated to present a certain risk disclosure document prior to the contract concerning currency option or non-deliverable forward transaction and on or promptly after such contracts with an investor other than Professional Investor as defined in Article 2, Paragraph 31, Item 4 of the Financial Instruments and Exchange Act (Law No. 25 of 1948 as amended; hereinafter referred to as the "FIEA") or an investor who wishes to be reclassified and treated as the investor other than the Professional Investor in respect of the contract regarding derivative transactions (hereinafter collectively referred as the "General Investor"), pursuant to the FIEA. Accordingly, if you are classified as the General Investor, You shall be restricted the access or use of the System in currency option transaction and in non-deliverable forward transaction so that the required documents are duly presented to you by Citibank.
2. In connection with this Agreement or any Transactions or any Confirmations in relation thereto, you make the following representations in relation to the exclusion of Anti-Social Forces.
3. You represent, warrant and covenant to ensure that you, (and where relevant) your Parent, Subsidiaries, Related Companies (collectively, the "Customers") and the Customers' executives, employees and shareholders with 25% of the voting rights (collectively, including the Customers, the "Related Parties") do not and shall not fall under the following categories:
 
(1) an organized crime group;
(2) a member of organized crime group;
(3) a quasi-member of organized crime group;
(4) a related company or association of an organized crime group;
(5) a corporate racketeer; or
(6) other equivalent groups of the above,
  (collectively, the "Anti-Social Forces").
  For the purpose of this provision, the "Parent" means a company that has direct or indirect control over you in its decision making. The "Subsidiary" means a company that you have direct or indirect control over the decision making by such company. The "Related Company" means a company that you have effective influence over the decision making of such company by credit extension, business relationship or human relationship.
4. You represent, warrant and covenant to ensure that the Related Parties themselves or through the use of third parties have never conducted and/or will not conduct any of the following actions:
 
(1) a demand with violence;
(2) an unreasonable demand beyond what is legally entitled;
(3) use of intimidating words or actions in relation to transactions;
(4) an action to defame the reputation or interfere with the business of Citibank or Citibank's Affiliates by spreading rumor, using fraudulent means or resorting to force; or
(5) any other equivalent actions of the above.
5. You shall immediately provide Citibank with such documents and/or information of the Related Parties (including, without limitation, the registered/principal/office/residential address, formal name, birth date of any Related Party) as may be requested by Citibank at any time for the purpose of performing identity verification and screening of the Anti-Social Forces or other persons or entities by Citibank.
6. In the event Citibank determines that it is not appropriate to maintain business transactions with you after becoming aware that (i) any of the representation and warranties in this provision are not or had not been true or that (ii) You breached the covenants in this provision, it shall constitute an Event of Default with respect to You under ISDA or other master agreements or the Single Agreement, and this Agreement shall be terminated. Citibank is not responsible for any damages, expenses and loss incurred by You in connection with such termination or any result of the Events of Default.
7. Without prejudice to Section 3, Section 4 and Section 10, You represent and warrant on a continuing basis as long as You are authorized to access and use the System that (i) You are fully aware that the use of the System to convey the Instructions carries not only the risk of error, but also breach of security and privacy and may induce fraudulent activities by third parties and (ii) You will deploy updated measures to safeguard the security of the use of the System other than devices or procedures offered or established by Citibank.
   

KOREA:

You hereby agree that any and all foreign exchange transactions with Citibank Korea Inc. will be subject to the General Terms and Conditions for Electronic Financial Transactions. For the avoidance of doubt, this Agreement will not apply to the Transactions with Citibank Korea Inc.
   

MALAYSIA:

1. For the avoidance of doubt, "affiliate" includes, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity, directly or indirectly, under common control with the person.
2. You agree that all obligations of Citibank Berhad under this Agreement or any Transactions or any Confirmations in relation thereto are to be performed solely by Citibank Berhad, subject to the laws of Malaysia and shall also be excused by other events beyond its control which prevent its performance.
3. You shall comply with all Applicable Law with respect to any Transaction which you enter into, including but not limited to, Malaysia's foreign exchange administration rules.
4. Section 6 of the Agreement shall be amended by inserting the following new Section 6(e1) and Section 6(e2):-
 
(e1) If Your Firm and the specific Citibank, NA branch or Citibank affiliate that Your Firm is transacting with, have not entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, the Transactions and corresponding Confirmations with that Citibank branch or affiliate shall supplement, form a part of, and be subject to, a single agreement ("Single Agreement") in the form of the ISDA 2002 Master Agreement as published by ISDA (the "ISDA Form") as if, on the date that you click accept the Agreement, Your Firm and the relevant Citibank branch or affiliate, as the case may be, had executed a separate Single Agreement in the ISDA Form (but without any Schedule except (i) for the election of English Law as the governing law; (ii) the submission to the exclusive jurisdiction of the Courts of England and Wales in connection with all matters relating to such Single Agreement, the Transactions, Confirmations and any other non-contractual obligations arising out of or in connection with such Single Agreement, the Transactions, Confirmations; and Your Firm waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to these courts and Section 13(b) of the ISDA Form shall be deemed to have been amended accordingly; and Your Firm also irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Single Agreement, the Transactions and Confirmations; (iii) the specification of USD as the Termination Currency and the application of Credit Event Upon Merger). Nothing in this provision shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction. To the extent of any inconsistency between the provisions of the Single Agreement and a Confirmation, the Confirmation will prevail for the purposes of the specific Transaction). Each Single Agreement shall contain such other modification (including additional elections) to the ISDA Form (each an "Agreement Modification") as may be agreed by Your Firm and the relevant Citibank branch or affiliate, as the case may be, from time to time. To the extent of any inconsistency between any Agreement Modification and a prior Agreement Modification, the terms of the most recent Agreement Modification shall govern. The Single Agreement between Your Firm and the specific Citibank NA branch or Citibank affiliate, as the case may be, shall also govern such Transactions between Your Firm and specific Citibank NA branch or Citibank affiliate that are not entered through the System but shall not govern any Transaction where the confirmation of the Transaction or any other document agreed between the parties clearly indicates an intention that such Transaction shall be subject to a separate master agreement (whether separately executed or deemed to arise by incorporation in a confirmation), either as a single Transaction under such separate master agreement or as part of a specified group of Transactions subject to such separate master agreement;
(e2) Each Confirmation incorporates by reference the 1998 FX and Currency Option Definitions (as published by International Swaps and Derivatives Association, Inc. (ISDA), the Emerging Markets Traders Association and The Foreign Exchange Committee) (the "FX Definitions") and the 2006 ISDA Definitions (the "Swap Definitions" and together with the FX Definitions, the "Definitions"). If there is any inconsistency between the FX Definitions and the Swap Definitions, the FX Definitions will govern. If there is any inconsistency between the Definitions and a Confirmation, the Confirmation will govern.
5. If an ISDA governs the Transactions.
 
(i) If You, any of your Credit Support Provider(s) or any of your applicable Specified Entities is licensed to carry on banking business, insurance business or investment banking business under the Financial Services Act 2013 of Malaysia, or is licensed to carry on Islamic banking business, takaful business, international Islamic banking business or international takaful business under the Islamic Financial Services Act 2013 of Malaysia or is an operator of a designated payment system in Malaysia, it will be an additional Event of Default if there is an assumption of control by a regulator having jurisdiction of You, any of your Credit Support Provider(s) or any of your applicable Specified Entities.
(ii) For the purpose of Section 5(b)(vi) of the ISDA, the following is an Additional Termination Event:-
  Failure by You (which will be the sole Affected Party) to deliver to us a copy of any required foreign exchange administration approval or exemption and/or documentary evidence of the underlying commitment to which a Transaction relates.
  For this Additional Termination Event, the definition of "Affected Transactions" in Section 14 of the ISDA does not apply; instead "Affected Transactions" means, at our election, all Transactions or all Transactions affected by the occurrence of this Additional Termination Event. For clarification, we may treat such failure as an Event of Default under Section 5(a)(ii)(1).
6. Without prejudice to Section 12, Section 13 and each party's rights to disclose information relating to the other party whether under common law or statutory law or otherwise, each party to this Agreement hereby consents to the communication and disclosure by the other party of any information (including but not limited to Confidential Information) in respect of or relating to it, this Agreement, the Transactions and the Confirmation,
 
(i) to and between that other party's head or home office, branches, affiliates and Representatives and such persons as may be selected by any of the aforesaid recipient of information, wherever situated, for confidential use (including in connection with the provision of any service and for data processing, statistical and risk analysis purposes);
(ii) to such persons as may be designated by such party;
(iii) to Payment Infrastructure Providers on a confidential basis and to the extent necessary for the provision of services, operations of accounts or in connection with this Agreement, any Transaction or any Confirmation;
(iv) to any Credit Support Provider (as defined in the ISDA) of such party or any other person who has provided or who may provide any guarantee, indemnity, security or support to secure the obligations of such party; and
(v) to any person to (or through) whom such party transfers or assigns (or may potentially transfer or assign) all or any of its rights, benefits and obligations hereunder, or with (or through) whom such party enters into (or may potentially enter into) any sub-participation or the like in relation to, or any other transaction under which payments are to be made or received by reference to, this Agreement, any Transaction or any Confirmation.
  Each party and any aforesaid recipient of information may transfer and disclose any such information as required by or in furtherance of any obligations (contractual or otherwise) under or in connection to any legal process (including disclosure to courts and tribunals) or pursuant to any Government Requirement. No liability to the other party shall arise from the transfer of such information whether by reason of any misstatement, omission, delay or any other matter in connection thereto whatsoever.
  For the purposes of the Personal Data Protection Act, 2010 of Malaysia, You acknowledge that You have read and agree to our Personal Data Privacy Notice (the "Notice") which can be found at http://www.citibank.com.my/ICG/PDPA.pdf (or such other link as may be notified to You from time to time).
  This provision and the provisions in the Notice are not, and shall not be deemed to constitute, an express or implied agreement by either party with the other party for a higher degree of confidentiality than that prescribed in any Applicable Law or regulation. Further, this provision shall be in addition to, and not in substitution for, any other provision agreed to between the parties (whether before or after the date hereof) which gives broader rights of disclosure to either party than contained herein or the Notice.
  In this Malaysia Country Notice:-
  "Government Requirement" means any Applicable Law, or applicable regulation, or request or requirement of any legal, governmental or regulatory authority, stock exchange, clearing house, self-regulatory body or other authority (such legal, governmental or regulatory authority, stock exchange, clearing house, self-regulatory body or other authority shall be referred to as "Authorities") or agreement entered into by either party and any Authorities or between two or more Authorities (such law, regulation or Authorities may be domestic or foreign);
  "Payment Infrastructure Provider" means a third party which forms part of a payment system infrastructure, including without limitation communications, clearing or payment systems, intermediary banks and correspondent banks;
  "Representatives" means a party's or its affiliates officers, directors, employees, agents, representatives, professional advisers and Third Party Service Providers; and
  "Third Party Service Provider" means a third party reasonably selected by a party or its affiliates to provide services to it or for its benefit and who is not a Payment Infrastructure Provider. Examples of Third Party Service Providers include technology service providers, business process outsourcing service providers and call centre service providers.
7. You consent and authorise us and each of our Representatives to access, obtain, verify and/or extract any data or information whatsoever relating to You, from or to any source whatsoever customarily available to financial institutions or as we deem appropriate (including any credit reference agencies, any credit reporting agencies, the credit bureau currently maintained by Bank Negara Malaysia and any other body or authority) for the purposes of, among others, risk assessment, credit evaluation, credit review, credit monitoring and otherwise in connection with the provision of services to You, or the entering into Transactions or dealings between You and us.
   

PHILIPPINES:

1. If Your Firm and Citibank, NA Philippine Branch ("Citibank Philippines") have not entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, the Transactions and corresponding Confirmations with Citibank Philippines shall supplement, form a part of, and be subject to, a single agreement ("Single Agreement") in the form of the ISDA 2002 Master Agreement as published by ISDA (the "ISDA Form") as if, on the date that you click accept the Agreement, Your Firm and Citibank Philippines had executed a separate Single Agreement in the ISDA Form (but without any Schedule except (i) for the election of English Law as the governing law; (ii) the submission to the exclusive jurisdiction of the Courts of England and Wales in connection with all matters relating to such Single Agreement, the Transactions, Confirmations and any other non-contractual obligations arising out of or in connection with such Single Agreement, the Transactions, Confirmations; and Your Firm waives any objection to the laying of venue in, and any claim of inconvenient forum with respect to these courts and Section 13(b) of the ISDA Form shall be deemed to have been amended accordingly; and Your Firm also irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Single Agreement, the Transactions and Confirmations; (iii) the specification of USD as the Termination Currency and the application of Credit Event Upon Merger). Nothing in this provision shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction. To the extent of any inconsistency between the provisions of the Single Agreement and a Confirmation, the Confirmation will prevail for the purposes of the specific Transaction). Each Single Agreement shall contain such other modification (including additional elections) to the ISDA Form (each an "Agreement Modification") as may be agreed by Your Firm and Citibank Philippines, from time to time. To the extent of any inconsistency between any Agreement Modification and a prior Agreement Modification, the terms of the most recent Agreement Modification shall govern. The Single Agreement between Your Firm and Citibank Philippines shall also govern such Transactions between Your Firm and Citibank Philippines that are not entered through the System but shall not govern any Transaction where the confirmation of the Transaction or any other document agreed between the parties clearly indicates an intention that such Transaction shall be subject to a separate master agreement (whether separately executed or deemed to arise by incorporation in a confirmation), either as a single Transaction under such separate master agreement or as part of a specified group of Transactions subject to such separate master agreement;
Each Confirmation incorporates by reference the 1998 FX and Currency Option Definitions (as published by International Swaps and Derivatives Association, Inc. (ISDA), the Emerging Markets Traders Association and The Foreign Exchange Committee) (the "FX Definitions") and the 2006 ISDA Definitions (the "Swap Definitions" and together with the FX Definitions, the "Definitions"). If there is any inconsistency between the FX Definitions and the Swap Definitions, the FX Definitions will govern. If there is any inconsistency between the Definitions and a Confirmation, the Confirmation will govern.
2. You and Your Firm agree to be bound by Citibank's Confidentiality and Data Privacy Conditions, which has been made available to you (or which is available upon request), and which explains the purposes for which we may collect, use, disclose, and process personal data. You and Your Firm warrant that you have provided notice to and obtained consent from relevant natural persons to allow us to process their personal data.
   

SINGAPORE:

Personal Data Protection Act
For the purposes of the Personal Data Protection Act (2012) of Singapore (the "Act"), You acknowledge that You have read and understood the Customer Circular relating to the Personal Data Protection Act (for Corporate and Institutional Customers) ("Privacy Circular"), which is available at http://www.citibank.com.sg/icg/pdpacircular/ or upon request, and which explains the purposes for which we may collect, use, disclose and process (collectively, "process") personal data of natural persons. You warrant that to the extent required by applicable law or regulation, You have provided notice to and obtained consent from relevant natural persons to allow us to process their personal data as described in the Privacy Circular as may be updated from time to time, prior to disclosure of such personal data to us. You further warrant that any such consent has been granted by these natural persons.
   

TAIWAN:

1. Your Firm acknowledges that any service provided by Citibank Taiwan Limited ("CTL") via CitiFX Pulse will not involve New Taiwan Dollars.
2. Unless otherwise provided herein or in the PDPA Notification Letter (as defined below), Your Firm hereby irrevocably and unconditionally agrees to the following:
 
(a) For purposes of business decision and risk management by the global or regional headquarters of Citigroup for its supervision of its subsidiaries (for example, the layered responsibility policies of the global/ regional headquarters, business statistic, analysis and planning, internal control and audit, monitoring and management of accounts, checking and adjustments of accounts, customer management, risk management (including but not limited to credit risk, operational risk, information security management, market risk, liquidity risk, legal or regulatory risk, etc.), provision of advisory or other services, development, monitoring and maintenance of the global system), CTL may transmit or disclose the Confidential Information in the course of providing services to Your Firm under this Agreement to the Citi's relevant parties as stated in (i) of "Disclosure of Information" Clause above who have a "need to know" for their collection, processing, transmission or use of such Confidential Information only to the extent necessary to fulfill the purposes agreed by Your Firm and CTL or permitted by the laws or regulations on the confidential basis.
(b) For purposes of compliance with the regulatory requirements applicable to CTL's parent company, Citibank N.A. (including but not limited to US money laundering prevention obligations, compliance with US economic sanctions and the global goal to fight crime, the Foreign Account Tax Compliance Act (FATCA) or other US tax laws and regulations, financial and tax reports required by the jurisdiction where CTL's parent company locates, CTL may transmit or disclose the Confidential Information to the Citi's relevant parties as stated in (i) of "Disclosure of Information" Clause above who have a "need to know" for their collection, processing, transmission or use of such Confidential Information only to the extent necessary to fulfill the purposes agreed by Your Firm and CTL or permitted by the laws or regulations on the confidential basis.
3. Without prejudice to Section 12 and Section 13, You and Your Firm confirm that you have/it has read and fully understood the Notification Letter of Collection, Process, Use of Personal Information ("PDPA Notification Letter") of CTL and agree to the collection, process, use and international transmission of personal data (including information previously collected, processed, used or internationally transmitted by CTL) pursuant to the terms hereof. Your Firm represents and warrants that, with respect to any and all personal information regarding Your Firm, or the responsible person, directors, supervisors, shareholders, beneficiaries, transaction counterparties, managers, relevant employees, authorized personnel of Your Firm provided by Your Firm to CTL or by such personnel to CTL under Your Firm's instruction, or upon any change of Your Firm personnel afterwards, it has delivered the PDPA Notification Letter to each of such personnel, and caused such personnel to read, fully understand and agree to the terms thereof.
  CTL has the right to amend the PDPA Notification Letter at any time, and notify Your Firm and the aforementioned personnel of the amendments orally, in writing, or by telephone, text messaging, e-mail, facsimile, electronic documents, or other methods that may give the data subject direct or constructive notice (including but not limited to notification made via the aforementioned method to provide a website for reference to the contents of the PDPA Notification Letter). Please refer to such website so provided then.
4. Your Firm hereby consents to CTL's outsourcing of Your Firm's transactions with CTL to a third party (including a domestic or offshore third party) (see Appendix 1 - Matters Outsourced to Third Parties of the PDPA Notification Letter), and consents to the provision of information in connection with the Your Firm's transactions ("Customer Information", including the information of Your Firm and any personal data and transaction information provided by Your Firm regarding Your Firm's personnel) to such a third party. CTL shall require such third party to protect the Customer Information in accordance with relevant laws and shall use the Customer Information only within the scope and purpose mandated or authorized by CTL.
5. Section 18 shall be deleted in its entirety and the following paragraph shall be inserted in substitution thereof:
  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF CHINA. You shall abide by all relevant laws and the regulations. You hereby irrevocably submit to the non-exclusive jurisdiction of the Taipei District Court or any other courts selected by CTL which is to have jurisdiction to settle any disputes which may arise out of or in connection with the Agreement.
6. In the event of any discrepancy between the English version and Chinese version, the English version shall prevail.
   

VIETNAM:

You agree and accept that you shall comply with all laws and regulations of Vietnam with respect to any Transaction which you enter into, including but not limited to (i) satisfying any regulatory requirements in relation to any Transaction; and (ii) providing any supporting documents and/or settlement instructions as Citibank may deem necessary within such time as may be determined by Citibank in its sole discretion. If You do not provide all supporting documents for the Transactions as required by Citibank, Citibank is entitled to terminate the Transactions and you shall indemnify Citibank on demand against all expense, loss, damage or liability that Citibank may incur in respect of the Transaction as consequence of movements in interest, currency, exchange or other relevant rates or prices. Citibank's certificate as to indemnity amounts due shall be conclusive, in the absence of manifest error.
   

CENTRAL AMERICA AND CARRIBEAN COUNTRIES:

The following Product is made available to you by the corresponding Citibank, N.A. branch or Citibank affiliate specified for each of the jurisdiction below, and the System in relation to such Product is provided to You by that entity.
Product: CitiFX Pulse
Jurisdiction Citibank entity
Honduras Banco de Honduras S.A.
Panama Citibank N.A., Panama
Guatemala Citibank, N.A. Guatemala
El Salvador Citibank, N.A. El Salvador
Jamaica Citibank, N.A. Jamaica Branch
Trinidad & Tobago Citibank (Trinidad & Tobago) Limited
Dominican Republic Citibank, N.A. Dominican Republic
Haiti Citibank, N.A, Haiti
Puerto Rico Citibank, NA, Puerto Rico

TRINIDAD AND TOBAGO:

1. The System is made available and provided to You in Trinidad by Citibank (Trinidad & Tobago) Limited, a company continued and existing under the Companies Act Chap. 81:01 of the laws of Trinidad and Tobago having its registered office at 12 Queen's Park East, Port of Spain in the said Island of Trinidad. Therefore, all references to "Citibank" and/or to "Citibank N.A." within this Agreement shall be interpreted to refer to Citibank (Trinidad & Tobago) Limited.
2. Notwithstanding the provisions of section 18, this Agreement shall be governed by, and shall be construed in accordance with, the laws of the Republic of Trinidad and Tobago, without regard to conflict of law principles. For our benefit, you irrevocably and solely submit to the jurisdiction of the courts of the Republic of Trinidad and Tobago in regards to any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of this Agreement, and you waive any objection to proceedings in any such court on the grounds of inconvenient forum or conflict of law.
3. The term "Applicable Law" shall be construed to refer exclusively to the laws and regulations of the Republic of Trinidad and Tobago, and only the laws and regulations of the Republic of Trinidad and Tobago shall apply to this Agreement.
4. For the purposes of any account(s) or other contractual relationships with Citibank (Trinidad & Tobago) Limited, the taxes which may be deducted or withheld by Citibank pursuant to this Agreement shall be those imposed in the specific and limited circumstances under the applicable laws and regulations of the Republic of Trinidad and Tobago.
   

JAMAICA:

If you are located in Jamaica or are transacting with Citibank N.A. (Jamaica Branch) then:
1. references to Citibank or other cognate expressions shall mean Citibank N.A. (Jamaica Branch);
2. notwithstanding Section 18 of the Agreement, the Agreement shall be governed by and shall be construed in accordance with Jamaican law, without regard to conflict of law principles.
For our benefit, you irrevocably submit to the jurisdiction of the Jamaican Courts which are to have jurisdiction to
settle any disputes which may arise out of, or in connection with, the validity, effect, interpretation or performance of the Agreement and you waive any objection to proceedings in any such court on the ground of inconvenient forum.
 

COSTA RICA:

1. The System is made available and provided to You in Costa Rica by Banco CMB (Costa Rica), S.A., a banking corporation organized and existing under the laws of Costa Rica. Therefore, all references to "Citibank" and/or to "Citibank N.A." within this Agreement shall be interpreted to refer to Banco CMB (Costa Rica), S.A.
2. Notwithstanding the provisions of section 18, this Agreement shall be governed by, and shall be construed in accordance with, the laws of the Republic of Costa Rica, without regard to conflict of law principles. For our benefit, you irrevocably and solely submit to the jurisdiction of the courts of Costa Rica in regards to any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of this Agreement, and you waive any objection to proceedings in any such court on the grounds of inconvenient forum or conflict of law.
3. The term "Applicable Law" shall be construed to refer exclusively to the laws and regulations of the Republic of Costa Rica, and only the laws and regulations of the Republic of Costa Rican shall apply to this Agreement.
4. For the purposes of any account(s) or other contractual relationships with Banco CMB (Costa Rica), S.A., the taxes which may be deducted or withheld by Citibank pursuant to this Agreement shall be those imposed in the specific and limited circumstances under Costa Rican applicable laws and regulations.
 

ECUADOR:

If you are located in Ecuador or are transacting with Citibank N.A. Ecuador Branch then:
1. references to Citibank or other cognate expressions shall mean Citibank N.A. Ecuador Branch;
2. notwithstanding Section 18 of the Agreement, the Agreement shall be governed by and shall be construed in accordance with Ecuadorian law, without regard to conflict of law principles.
3. You accept and understand and authorize the access by any electronic banking platform from any location or jurisdiction in the world.
 

OTHER JURISDICTIONS AND COUNTERPARTIES:

If Your Firm's account(s) or other contractual relationship with a Citigroup affiliate is not covered by any of the foregoing with respect to one or more products made available through the System, such products are provided by the Citigroup affiliate with which You have such account(s) or other contractual relationship, your interactions with respect to such products are deemed to be made with such Citigroup affiliate, and Your Firm's counterparty with respect to such product is that Citigroup affiliate. If Your Firm has no account or other contractual relationship with a Citigroup affiliate, Your Firm's counterparty to any transactions entered into through the System is the Citigroup affiliate that made the System available to you.
 

SHARIA Annex:

This Annex shall be applicable to You and supplements the terms of the Electronic Access and User Agreement executed between You and Citibank.
1. In connection with this Agreement or any Transactions or any Confirmations in relation thereto, Section 6(e) of this Agreement shall be amended as follows, except to the extent that Your Firm and the relevant Citibank entity have agreed otherwise as to specific transactions or products:
  "If Your Firm and the specific Citibank, NA branch or Citibank affiliate that Your Firm is transacting with, have not entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, the Transactions and corresponding Confirmations with that Citibank branch or affiliate shall supplement, form a part of, and be subject to, a single agreement ("Single Agreement") in the form of the ISDA 2002 Master Agreement as published by ISDA (the "ISDA Form") subject to the amendment below, as if, on the date that you click accept the Agreement, Your Firm and the relevant Citibank branch or affiliate, as the case may be, had executed a separate Single Agreement in the ISDA Form, subject to the amendment below.
  Section 13(b) of the Single Agreement is hereby deleted in its entirety and replaced as follows:
  "Jurisdiction
Any dispute, controversy or claim, be it contractual or non-contractual, arising out of or in connection with this Agreement, including any question regarding its formation, existence, validity or termination shall be referred to and finally resolved:
 
(i) By arbitration under the Rules of Arbitration of the London Court of International Arbitration ("LCIA") (the "Rules"). The Rules are deemed to be incorporated by reference into this Section.
(ii) The number of arbitrators shall be three, each party having the right to nominate one arbitrator. If one party fails to appoint an arbitrator within 30 days of receiving notice of the appointment of an arbitrator by the other party, then that arbitrator shall be appointed by the LCIA.
(iii) The third arbitrator, who shall act as chairman of the tribunal, shall be chosen by the two arbitrators chosen by or on behalf of the parties. If he is not chosen and appointed within 15 days of the date on which the later of the two-party appointed arbitrators is appointed, he shall be appointed by the LCIA.
(iv) The seat of arbitration shall be London, England where all hearings and meetings shall be held, unless the parties agree otherwise. The language to be used in the arbitral proceedings shall be English.
(v) The parties reserve the right of appeal from an award of the arbitral tribunal to any court having jurisdiction on any question of fact or law. To the extent that it conflicts with this right, any provision of the LCIA Rules is hereby disapplied.
(vi) It is agreed that the arbitrators shall have no authority to award exemplary or punitive damages of any type under any circumstances whether or not such damages may be available under the relevant applicable law, the parties hereby waiving their right, if any, to recover such damages.
(vii) The parties agree that the arbitrators shall have power to award on a provisional basis any relief that they would have power to grant on a final award.
(viii) This arbitration clause, including its validity and scope, shall be governed by English law.
(ix) Without prejudice to the powers of the arbitrators provided by the Rules, statute or otherwise, the arbitrators shall have power at any time, on the basis of written evidence and the submissions of the parties alone, to make an award in favour of the claimant (or the respondent if a counterclaim) in respect of any claims (or counterclaims) to which there is no reasonably arguable defence, either at all or except as to the amount of any damages or other sum to be awarded.
(x) Nothing in this Section 13(b) shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction nor shall anything in this Section prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction.
(xi) The parties agree that the arbitration and any facts, documents, awards or other information related to the arbitration or the dispute, controversy or claim to which it relates shall be kept strictly confidential and shall not be disclosed to any third party without the express written consent of the other party, unless such disclosure is required to comply with any legal or regulatory requirement."
  The following provisions of the Schedule to the ISDA Form shall be applicable: (i) the election of English Law as the governing law; (ii) the specification of USD as the Termination Currency and the application of Credit Event Upon Merger; and (iii) Part 5 of the Schedule, which is hereby amended to include the following new sub-section:
  "Party A and Party B agree that, notwithstanding any other provision of this Agreement:
no interest will be payable by either Party A or Party B pursuant to Section 9(h) of the Agreement and, for the purposes of any calculation or determination in respect of the Agreement, all references to interest in Section 2(d), Section 6(e)(iv) and the definition of 'Unpaid Amount' in Section 14 will be disregarded and the amount of interest included in calculations or determinations pursuant to such Sections of the Agreement shall be zero, PROVIDED THAT nothing in this Part 5 will affect any calculation or determination or otherwise limit the payment of any amount pursuant to the terms of a Transaction where an interest rate or interest amount is included as a reference value or reference point used to calculate or determine (in full or in part) an amount payable pursuant to such Transaction;".
Nothing in this provision shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction. To the extent of any inconsistency between the provisions of the Single Agreement and a Confirmation, the Confirmation will prevail for the purposes of the specific Transaction. Each Single Agreement shall contain such other modification (including additional elections) to the ISDA Form (each an "Agreement Modification") as may be agreed by Your Firm and the relevant Citibank branch or affiliate, as the case may be, from time to time. To the extent of any inconsistency between any Agreement Modification and a prior Agreement Modification, the terms of the most recent Agreement Modification shall govern. The Single Agreement between Your Firm and the specific Citibank NA branch or Citibank affiliate, as the case may be, shall also govern such Transactions between Your Firm and specific Citibank NA branch or Citibank affiliate that are not entered through the System but shall not govern any Transaction where the confirmation of the Transaction or any other document agreed between the parties clearly indicates an intention that such Transaction shall be subject to a separate master agreement (whether separately executed or deemed to arise by incorporation in a confirmation), either as a single Transaction under such separate master agreement or as part of a specified group of Transactions subject to such separate master agreement."
2. Section 18 of the Agreement is hereby deleted in its entirety and replaced as follows:
  "This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with English law. Any dispute, controversy or claim, be it contractual or non-contractual, arising out of or in connection with the Agreement, including any question regarding its formation, existence, validity or termination shall be referred to and finally resolved:
 
(i) By arbitration under the Rules of Arbitration of the London Court of International Arbitration ("LCIA") (the "Rules"). The Rules are deemed to be incorporated by reference into this section.
(ii) The number of arbitrators shall be three, each Party having the right to nominate one arbitrator. If one party fails to appoint an arbitrator within 30 days of receiving notice of the appointment of an arbitrator by the other party, then that arbitrator shall be appointed by the LCIA.
(iii) The third arbitrator, who shall act as chairman of the tribunal, shall be chosen by the two arbitrators chosen by or on behalf of the parties. If he is not chosen and appointed within 15 days of the date on which the later of the two-party appointed arbitrators is appointed, he shall be appointed by the LCIA.
(iv) The seat of arbitration shall be London, England where all hearings and meetings shall be held, unless the Parties agree otherwise. The language to be used in the arbitral proceedings shall be English.
(v) The Parties reserve the right of appeal from an award of the arbitral tribunal to any court having jurisdiction on any question of fact or law. To the extent that it conflicts with this right, any provision of the LCIA Rules is hereby disapplied.
(vi) It is agreed that the arbitrators shall have no authority to award exemplary or punitive damages of any type under any circumstances whether or not such damages may be available under the relevant applicable law, the Parties hereby waiving their right, if any, to recover such damages.
(vii) The Parties agree that the arbitrators shall have power to award on a provisional basis any relief that they would have power to grant on a final award.
(viii) This arbitration clause, including its validity and scope, shall be governed by English law.
(ix) Without prejudice to the powers of the arbitrators provided by the Rules, statute or otherwise, the arbitrators shall have power at any time, on the basis of written evidence and the submissions of the Parties alone, to make an award in favour of the claimant (or the respondent if a counterclaim) in respect of any claims (or counterclaims) to which there is no reasonably arguable defence, either at all or except as to the amount of any damages or other sum to be awarded.
(x) Nothing in this section 18 shall be construed as preventing either Party from seeking conservatory or similar interim relief in any court of competent jurisdiction nor shall anything in this Section prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction.
(xi) The parties agree that the arbitration and any facts, documents, awards or other information related to the arbitration or the dispute, controversy or claim to which it relates shall be kept strictly confidential and shall not be disclosed to any third party without the express written consent of the other party, unless such disclosure is required to comply with any legal or regulatory requirement."
   

Mobile Terms Annex

This Annex shall be applicable to You and Your Firm with respect to Your use of mobile trading functionality ("Mobile FX") as permissioned and enabled by Citibank via the System to transact and confirm foreign exchange and Bullion spot, forward, swaps and/or options transactions on behalf of the Firm.
You and your Firm acknowledge and agree that:
 
(i) any and all trading through Mobile FX is subject to additional risks and the Firm assumes all liability with respect to any and all such additional risks
(ii) trading through Mobile FX is permitted pursuant to the Firm's policies and procedures;
(iii) compared to access to Systems from within the Firm's information technology infrastructure, that access to Systems through the internet or other networks outside of the Firm's information technology infrastructure may result in additional communication delays or failures; and/or may be subject to additional risks of interception, loss or corruption (such as viruses and malware);
(iv) responsibility for all Instructions transmitted through Mobile FX using Security Procedures assigned to persons trading for and on behalf of the Firm;
(v) Mobile FX is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to the Firm's policies or procedures, regulation or applicable law; the Firm is solely responsible for ensuring that access thereto is lawful;
(vi) it is aware of and accept the risks associated with (a) 'jailbreaking' (i.e. circumvention of restrictions which prevent wireless devices and/or telephone handsets (each a "Mobile Device") from downloading and/or using certain types or categories of software applications); and (b) the open nature of the Android platform;
(vii) it will ensure that access to and/or trading on Mobile FX by or on its/their behalf will only be carried out using a Mobile Device which has not been 'jailbroken'; to the extent that any Mobile Device used to access and/or trade on Mobile FX has been 'jailbroken' or uses Android, the Firm shall be solely responsible for all consequences thereof, including, without limitation, all trading activity associated with such Mobile Device;
(viii) the functionality available on Mobile FX is a subset of the functionality available via the System;
(ix) Citibank may amend, enhance or limit the functionality of Mobile FX at any time, with or without notice, for any or no reason.
  The Firm shall indemnify and hold harmless Citi with respect to any claim, damage, loss, cost, expense or liability arising directly or indirectly from (1) the Firm's use of (including on behalf of third parties), or inability to use Mobile FX, (2) any breach of this Mobile Annex, (3) any and all loss (including consequential loss) arising from the use of a 'jailbroken' Mobile Device or an Android based Mobile Device, and (4) the actions, including instructions of any persons, authorised or unauthorised, who gains access to or trades on Mobile FX using Security Procedures assigned to the Firm.
  You agree, represent and warrant on a continuing basis that: (a) the Firm has independently evaluated and understands the internet security and confidentiality risks identified above that are associated with the access and/or use of Mobile FX; and (b) it accepts sole liability for any and all trading activity associated with Security Procedures assigned to the Firm.
  BY CLICKING "I ACCEPT AND AGREE" BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND CONSENT TO THE DISCLOSURE OF INFORMATION AS OUTLINED WITHIN THE AGREEMENT. IF YOU CLICK "I DO NOT ACCEPT" BELOW, YOU WILL BE REFUSED ACCCESS TO THE SYSTEM.