Client Services & Advisory Agreement
Welcome to Pangea!

This Client Services & Advisory Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”) and forms a legal agreement between Pangea Technologies Inc. (“Pangea”) and you or the entity you represent (“you” and “your”). This Agreement governs your use of the Platform and Services.

This Agreement is effective upon the date you first access or use the Platform and Services (“Effective Date”) and continues until either you or Pangea terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

1. Your Pangea Account

1.1 Access: Subject to the terms and conditions of this Agreement, Pangea grants the Client, for the duration of the Term, a limited, non-exclusive, non-transferable right to access and utilize the Platform and the Services provided.

1.2 Purpose and Collaboration: At Pangea’s request, the Client shall cooperate with and assist Pangea to carry out the purpose and objectives of this Agreement. The Client agrees to collaborate actively with Pangea, ensuring the successful delivery and optimization of the Services provided.

1.3 User Information: The Client agrees to provide accurate, complete, and current information as required for the use of the Platform and Services. The Client must promptly update this information to maintain its accuracy. The Client must notify Pangea of any changes in business status, including changes in ownership, structure, or other material information, within thirty (30) days of such changes.

1.4 Provision of Client Data: The Client shall promptly supply Pangea with the necessary Client Data for the Services. "Client Data" includes any content, data, and information provided by the Client through the Platform or related to Pangea's Services, excluding "Pangea Property" such as Pangea's technology, intellectual property, and documentation. 

1.5 Disclosure of Credit Relationships: The Client hereby agrees to disclose all financial information pertinent to existing credit relationships, including but not limited to credit facilities, lines of credit, and other financial instruments utilized for derivative trading. The Client warrants that all such financial arrangements are in full compliance with applicable laws and do not conflict with the terms of this Agreement. The Client further agrees to update Pangea regarding any changes to such credit relationships within ten (10) business days of such changes.

1.5 Access to Resources: In addition to providing Client Data, the Client shall grant Pangea access to any essential resources, both human and technical, that Pangea might reasonably require to deliver the Services effectively.

2. Services

2.1 Pangea Prime Platform: Pangea Technologies Inc. (“Pangea”), a registered Commodity Trading Advisor (“CTA”), provides a proprietary, cloud-based platform known as Pangea Prime. This platform is a user-centric, web-based interface designed to facilitate Foreign Currency Exchange (“FX”) transactions between the Client and various counterparties, including but not limited to futures commission merchants ("FCM"), banks, brokers, swap dealers, or liquidity providers (“FX Providers”). The platform integrates advanced Artificial Intelligence (AI) algorithms to assist organizations in executing cross-border transactions in multiple currencies. This includes, but is not limited to, international payments, hedging against foreign exchange risks, providing real-time insights into FX rates, and optimizing various aspects of cross-border financial operations.

2.2 Pangea API Services: Pangea provides the Pangea API, enabling real-time data exchange and seamless integration with existing financial and operational workflows, allowing the embedding of FX services within the Client’s proprietary products, systems, and applications. This API facilitates the direct integration of Pangea’s FX trading capabilities into the Client’s existing infrastructure, supporting both self-directed FX transactions and automated trading utilizing AI or traditional methodologies, thereby enhancing the efficiency and performance of the Client’s foreign exchange operations.

2.3 Advisory Services: Pangea offers advisory services related to foreign exchange trading, market analysis, and strategy development. These advisory services may be delivered digitally or verbally, either through a personal advisor or via AI/automated systems providing recommendations via API or within the Pangea Prime Platform. The objective of these services is to assist the Client in making informed decisions and optimizing their FX trading activities.

2.4 Currency Products: Pangea facilitates the purchase, sale, and/or trading of a broad spectrum of financial instruments, either as standalone products or in conjunction with one another, encompassing several key areas:

  1. International Payments: Pangea provides a variety of international payment solutions, including:some text
    • Spot FX
    • Real-Time Payments
    • International Wires/ACH
    • Bulk Payments
    • Recurring Payments
    • Installment Payments
    • Scheduled Payments
  2. Risk Management and Hedging: Pangea offers comprehensive risk management and hedging strategies designed to mitigate the financial risks associated with FX trading. These include:some text
    • FX Options
    • FX Forward Contracts
    • FX Window-Forward Contracts
    • Leveraged Spot FX
    • FX Swaps
    • Off-Exchange Transactions
    • Currency Futures Contracts
  3. Other Financial Instruments: Any other items that are presently, or may hereafter become, the subject of commodity trading.
  4. Liquidity Management: Pangea provides products to manage liquidity effectively, including but not limited to:some text
    • Wallet-to-Wallet Transfers
    • Multi-Currency Accounts
    • High-Yield Accounts

2.5 Trading Authorization and Execution: Pangea is hereby authorized to engage in the trading or execution of the aforementioned currency products on behalf of the Client across various markets with multiple FX providers, employing a range of methods as directed by the Client, broadly categorized as follows:

  • Self-Directed: Clients can manually execute their FX transactions through the Pangea Prime Platform or API. 
  • Programmatic: This includes the automation of various transactions using products such as, but not limited to, Rate Lock or Target Lock, enabling clients to automate FX transactions based on predefined criteria, leveraging quantitative financial methodologies without the use of AI. 
  • Pangea AI Assisted: Pangea utilizes AI, automation, and other advanced tools to determine optimal timings and strategies for FX transactions, transfers, and payments, ensuring maximum efficiency and financial advantage.

2.7 Centralized Beneficiary Management: Pangea offers a centralized system for managing, updating, and controlling all beneficiary information in one unified location.

2.8 Settlement Services: Pangea endeavors to ensure the highest standard of accurate and timely settlement of FX transactions by coordinating with counterparties and financial institutions, subject to the capabilities and Service Level Agreements (SLAs) of affiliated FX providers. The SLAs determine the specific timeframes and conditions for settlement and are addressed in separate agreements with the FX providers.

2.10 Margin Deposits: Pangea shall facilitate the management of margin deposits required for leveraged trading, ensuring that sufficient collateral is maintained to support trading activities when applicable.

2.11 Compliance and Reporting: Pangea provides services to ensure compliance with regulatory requirements, including the preparation and submission of necessary reports to relevant authorities.

2.12 Client Onboarding and KYC/AML: Pangea offers streamlined client onboarding services, including comprehensive Know Your Customer (KYC) and Anti-Money Laundering (AML) processes to ensure compliance and security.

2.13 Facilitation of Credit Relationships: Pangea negotiates and manages credit relationships with FX Providers or third-party credit providers on behalf of the Client, negotiating favorable credit terms, securing lines of credit, and managing credit agreements to enhance the Client's liquidity and financial flexibility while maintaining regulatory compliance.

3. Service & Usage Rights

3.1 Service Terms: By accessing or using the Platform, the Client agrees to comply with these Service Terms as well as the terms and conditions of any affiliated parties, including but not limited to FX providers, brokers, and financial institutions. The Client acknowledges that these terms govern their rights and obligations related to the use of the Platform and any related services. If there is any conflict between these Service Terms and the terms of affiliated parties, the terms of the affiliated parties shall prevail to the extent necessary to resolve the conflict. The Client's continued use of the Platform constitutes acceptance of these terms.

3.2 Service Modifications: Pangea reserves the right to modify, update, or suspend the Platform and Services at any time, including the addition or removal of functionalities. Significant modifications to existing functionalities or suspensions of services will be communicated to the Client with at least two (2) weeks written notice whenever feasible. Notwithstanding the foregoing, the introduction of new functionalities may occur without prior notice to the Client.

3.3 Client Rights: All rights, titles, and interests, including intellectual property rights in the Client Data, belong exclusively to the Client. However, for the duration of the Agreement, Pangea holds a limited, non-exclusive license to utilize the Client Data strictly for offering the Services and making the Platform available to the Client and its users.

3.4 Pangea Rights: All technology, intellectual property, and other proprietary information that Pangea uses under this Agreement, notably the Platform and any related documentation or data, are Pangea's exclusive properties. This ownership also extends to any modifications or improvements to such technology or data. All rights not expressly granted to the Client remain reserved by Pangea.

3.5 Representations and Warranties: The Client represents and warrants that they will comply with all applicable laws and regulations in their use of the Platform and Services. The Client also warrants that all information provided to Pangea is accurate, complete, and not misleading, and that they have all necessary rights to provide the Client Data and other content used in connection with the Services.

3.6 Aggregated Data: Pangea may process data to create an aggregated data set ("Aggregated Data"), ensuring that this data is decoupled from the Client to preserve the anonymity of the Client and its users. Pangea retains exclusive ownership of Aggregated Data and is authorized to use it for various purposes, including but not limited to the training of algorithms and enhancing the functionality of the Platform.

3.7 Usage Data: Any content, data, or information generated from the Platform's use remains Pangea's exclusive property. This data may entail usage patterns, user activities, and other associated behaviors on the Platform. While Pangea can use this data to fulfill its Agreement obligations, it can also utilize non-identifying data for other legal business ventures.

3.8 Service & Usage Restrictions: Clients are prohibited from:

  • Reproducing or modifying the Platform in any form.
  • Transferring rights to use the Platform or Services to third parties, unless Pangea has explicitly authorized such third-party use or unless specified and permitted under explicit circumstances elsewhere in this Agreement.
  • Attempting to uncover, exploit, or duplicate the source code or other proprietary information contained within the Platform or Services.
  • Interfering with the Platform's or Services' operations.
  • Removing or altering any of Pangea's proprietary notices on the Platform.
  • Using the Platform or Services in ways not explicitly permitted in this Agreement.
  • Not complying with laws and regulations applicable to their usage of the Services and Platform.

3.9 Third-Party Services: Pangea may reference, enable you to access, or promote Third-Party Services. These Third-Party Services are provided for your convenience only, and Pangea does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk, and Pangea disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not governed by this Agreement or Pangea’s Privacy Policy. Your use of any Third-Party Service, including those linked from the Platform, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).

4. Fees

4.1 Fees: The Client agrees to remit payment to Pangea and its affiliates for the fees delineated in Attachment A ("Fees") in accordance with the payment terms specified therein. In the ordinary course of business, Pangea does not impose fees independent of those levied by the FX Providers. Nevertheless, on certain occasions, Pangea may assess fees related to the services rendered by these FX Providers. Such fees may be paid either directly to the FX Providers or to Pangea, which will subsequently disburse the payments to the respective FX Providers.

4.2 Fee Changes: Pangea reserves the right to amend fees at any time, in conjunction with the underlying pricing of the FX Providers, provided that it furnishes the Client with at least two (2) weeks written notice of such amendments. Should the Client deem the revised fees unacceptable, they may exercise their right to terminate this Agreement by delivering written notice to Pangea within one week following the receipt of the notice of the fee change.

4.3 Collection of Fees and Other Amounts: The Client must ensure that all fees and other amounts owed under this Agreement are paid when due. If the Client fails to pay invoiced amounts when due, if the account balance is negative or insufficient, or if Pangea is unable to collect amounts due from the account balance, Pangea may, to the extent permitted by law, deduct, recoup, or set off those amounts from any funds payable by Pangea or its affiliates to the Client or its affiliates.

4.4 Debit Authorization: The Client authorizes Pangea to debit their bank account without separate notice, according to the applicable bank account debit authorization, to collect amounts owed under this Agreement. If Pangea is unable to collect those amounts by debiting the Client's bank account, the Client grants Pangea a new, original authorization to debit each bank account without notice according to the applicable bank account debit authorization. This authorization remains in full force and effect until all fees and other amounts owed under this Agreement are paid in full, or until all accounts are closed, whichever occurs later.

5. Term, Termination, and Survival

5.1 Commencement and Duration: The term of this Agreement shall commence on the Effective Date and shall continue in perpetuity unless terminated earlier in accordance with the provisions set forth herein or as specified in Attachment A (the “Term”).

5.2 Termination Rights

  • Client Termination: If the Client wishes to cease using the Services, the Client may terminate this Agreement for any reason by providing Pangea with at least thirty (30) days prior written notice.
  • Pangea Termination: Pangea may terminate this Agreement for any reason upon thirty (30) days prior written notice to the Client, or immediately upon written notice if the Client breaches any provision of this Agreement.

5.3 Survival

  • The following sections of this Agreement shall survive its termination: [3, 5, 7, 10].
  • Provisions that allocate risk or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

6. Confidential Information

6.1 Definition: "Confidential Information" includes any data, information, or material exchanged through email, API, document uploads, or entered into the Platform during the course of the business relationship. This also encompasses the terms of this Agreement.

6.2 Protection of Confidential Information: Both parties agree to use and share confidential information solely for the purpose of fulfilling mutual obligations under this Agreement. Confidential Information shall only be disclosed to employees or contractors who have a legitimate need to know such information and shall be treated with the same level of care as they would protect their own confidential information.

6.3 Privacy and Data Use: Pangea commits to processing client data in accordance with applicable data protection laws. Pangea may collect, store, and use client data as necessary to provide and improve the Services.

6.4 Exceptions: The obligation of confidentiality does not apply to information that: (a) was already known by the receiving party prior to disclosure; (b) was rightfully received from a third party without any confidentiality restrictions; (c) becomes publicly known through no fault of the receiving party; or (d) is independently developed by the receiving party without access to the Confidential Information. Disclosure of Confidential Information may also occur when required by law or court order, provided that the disclosing party promptly notifies the other party and cooperates in limiting such disclosure.

6.5 Skills and Knowledge: The parties acknowledge that skills and knowledge acquired during the collaboration may be used in other projects. Nonetheless, specific project-related details shall remain confidential.

6.6 Public Announcements: No party or their representatives shall make any external announcements, statements, press releases, or engage in any external publicity or marketing activities regarding this Agreement, the Platform, or the business relationship without prior written consent from the other party.

7. Platform Assurances and Limitations

7.1 Performance and Compatibility: Pangea is dedicated to offering a high-performance Platform tailored for their users. However, no guarantees can be made that the Platform will always meet specific individual requirements, be compatible with every software, system, or service, or operate without occasional interruptions.

7.2 Financial Outcomes: The Platform offers users advanced financial and technological tools aimed at optimizing outcomes in foreign exchange trading and transactions. While Pangea’s AI-driven strategies and tools operate to enhance performance within the probabilistic nature of financial markets, it is essential to understand that these tools do not equate to a guarantee of specific financial or revenue results. The financial landscape is shaped by a multitude of factors, including but not limited to, interest rates, geopolitical events, and the behaviors of market participants. As such, every financial decision is accompanied by its own set of inherent risks and uncertainties. Pangea remains committed to navigating these complexities on behalf of their clients to the greatest extent possible.

7.3 Security and Integrity: Security is paramount to Pangea's operations. Continuous investment in and updating of security protocols is undertaken, and vendors who handle Client Data or financial capital are required to be SOC 2 compliant and thoroughly vetted for cybersecurity policies. However, it is essential to acknowledge that no system can guarantee absolute security or be entirely free from harmful components. Users are encouraged to implement their own security measures and maintain vigilance.

7.4 Data Security: The Client is responsible for implementing appropriate security measures to protect their data when using the Platform. In the event of a data breach, the Client must notify Pangea immediately and cooperate with any subsequent investigations or remediation efforts. Pangea will follow industry standard procedures to notify the Client of any data breach that impacts their data.

7.5 Accuracy and Completeness: While Pangea strives for accuracy and completeness in the Platform's data and operations, it cannot guarantee that the Platform will be error-free at all times. By using the Platform, the Client acknowledges the inherent risks associated with any digital platform, particularly within the dynamic environment of financial services. Pangea is committed to promptly addressing and rectifying any discrepancies brought to its attention.

7.6 Beta Services: Pangea may classify certain Pangea Services or Pangea Technology, including a particular release or feature, as Beta. A Pangea service may be generally available in some circumstances (e.g., in some countries or regions) while still classified as Beta in other circumstances. By their nature, Beta Services may be feature-incomplete or contain bugs. Pangea may describe limitations that exist within a Beta Service; however, reliance on the accuracy or completeness of these descriptions is at the Client's own risk. Beta Services should not be used in a production environment until and unless the Client understands and accepts the limitations and flaws that may be present. Unless otherwise agreed in writing, the use of Beta Services is confidential, and timely feedback may be required. Pangea may suspend or terminate access to any Beta Services at any time.

8. Limitations on Liability & Disclaimer

8.1 Liability: Pangea facilitates connections between corporate clients and various FX providers, each governed by distinct policies and agreements. Pangea does not serve as a counterparty nor is it a party to the trades conducted on the Platform. The Client agrees to hold the appropriate FX provider liable for any issues or disputes, in accordance with the terms and extent of the applicable agreements and laws. The Client acknowledges the existence of multiple agreements with different FX providers and accepts that liability will be determined based on those specific contractual terms.

8.2 Dispute Resolution: While Pangea may, at its discretion, advocate on behalf of the Client to address and rectify any mistakes or issues caused by FX providers that result in financial loss or other damages, Pangea does not guarantee the success of such advocacy efforts. The Client acknowledges that Pangea's role is limited to facilitation and advocacy, not enforcement of the terms or performance of the FX providers. Consequently, the Client understands and agrees that Pangea shall not be held liable for any unsuccessful attempts to resolve such issues, nor for the actions or inactions of the FX providers involved.

8.3 Damage Limitations: Pangea is not liable for any losses, damages, or costs that the Client or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Platform, the Client’s account, or data. Further, Pangea is not liable for any losses, damages, or costs arising out of or relating to:

  • The Client’s access to or use of the Platform and Services in a manner inconsistent with this Agreement.
  • Unauthorized access to servers or infrastructure, or to data.
  • Service interruptions or stoppages, including those resulting from regular or unscheduled maintenance.
  • Bugs, viruses, or other harmful code transmitted to or through the Platform.
  • Errors, inaccuracies, omissions, or losses in any data, including pricing data.
  • Content or conduct that is defamatory, offensive, fraudulent, or illegal.
  • Damages caused by illegal actions of third parties or unauthorized actions not sanctioned by Pangea.

8.4 Indemnity: The Client agrees to indemnify, defend, and hold harmless Pangea, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim alleging that the Client’s use of the Platform or Services infringes any intellectual property rights or violates any applicable law.


8.5 Representations and Warranties: The Client represents and warrants that they will comply with all applicable laws and regulations in their use of the Platform and Services. The Client also warrants that all information provided to Pangea is accurate, complete, and not misleading, and that they have all necessary rights to provide the Client Data and other content used in connection with the Services.


8.6 Disclaimer: Pangea provides the Platform and Services "AS IS" and "AS AVAILABLE." Except as expressly stated as a "warranty" in this Agreement, and to the maximum extent permitted by law, Pangea disclaims all express and implied warranties and statutory guarantees, including, but not limited to, the implied warranties of fitness for a particular purpose, merchantability, and non-infringement, as well as any warranties arising from course of dealing, course of performance, or usage of trade.

9. Miscellaneous 

9.1 Independent Contractor: Pangea acknowledges that it operates as an independent contractor, and neither Client nor Pangea should be construed as an agent, partner, joint venture, or employee of the other. Neither party has the authority to bind or obligate the other party in any manner, nor can either party represent that such authority exists.

9.2 Assignment: Neither party may assign or transfer this Agreement or its rights under this Agreement to any third party without the prior written consent of the other party. Such consent shall not be unreasonably withheld or delayed, except that a party may assign this Agreement to a successor to its business or assets related to this Agreement. Any attempted assignment in violation of this provision will be void. This Agreement does not grant rights or remedies to any person or entity not a party to it.

9.3 Notices: Any notices, consents, and approvals under this Agreement must be in writing and delivered by electronic mail (with confirmed receipt), courier, or certified or registered mail (postage prepaid and return receipt requested) to the other party at the address specified on the signature page. Such notices will be effective upon receipt.

9.4 Governing Law: This Agreement will be governed by and interpreted under the laws of the State of Delaware, without reference to its choice of law rules. The parties agree that any action arising from or relating to this Agreement shall be brought in the appropriate state or federal court for the district encompassing the Company’s principal place of business.

9.5 Dispute Resolution: Any disputes arising out of this Agreement shall first attempt to be resolved amicably through mediation. If mediation fails, such disputes will be resolved by binding arbitration governed by the laws of the state of Delaware in the United States.

9.6 Remedies: The parties' rights and remedies under this Agreement are cumulative. In case of an actual or threatened breach of Sections 3 or 5, and such breach constitutes immediate, irreparable harm to the non-breaching party for which monetary damages would be inadequate, injunctive relief is an appropriate remedy, and if granted, the breaching party agrees to waive any required bond. If legal action is taken to enforce this Agreement, the prevailing party will be entitled to be compensated for expenses incurred including attorney fees, court costs, and other legal expenses.

9.7 Compliance with Laws: Each party will comply with the laws and regulations that specifically apply to it. Neither party will export, re-export, transfer, or make available, directly or indirectly, any regulated item or information in violation of applicable export control laws or regulations.

9.8 No Third-Party Beneficiaries: Except as expressly designated, this Agreement is intended to confer rights and benefits only upon the parties hereto and not to any third parties.

9.9 Waivers: Any waivers must be in writing and signed by the party granting the waiver. Waiving any provision on one occasion does not waive it on another.

9.10 Severability: If any provision of this Agreement is unenforceable, the remaining provisions remain valid and enforceable to the maximum extent allowed by law.

9.11 Counterparts: This Agreement may be executed in counterparts, each considered an original but together constituting the same instrument.

9.12 Force Majeure: Neither party will be liable for delays or failure in performance due to events outside their reasonable control, such as natural disasters, war, or acts of God.

10. Regulatory

10.1 Client's Accounts: Client acknowledges that Pangea, as a unique Commodity Trading Advisor (CTA) and pooled clearing entity, will open one or more commodity trading accounts (the "Accounts") directly with a futures commission merchant (FCM), banks, brokers, swap dealers, or liquidity providers. Client affirms that their investments are risk capital and have ample additional resources beyond the Account funds.

10.2 Client Representations: Client represents and warrants:

  • They are of legal age and possess legal competence.
  • No undisclosed person holds any interest or right to the Client's account.
  • They can endure the risks associated with foreign currency trading.
  • The individual entering into this Agreement on behalf of the Client represents and warrants that they are authorized to bind the Client and its affiliates to the terms and conditions set forth herein.
  • They are either (i) not a “commodity pool” as that term is defined under the regulations of the Commodity Futures Trading Commission (the “CFTC” or the “Commission”), (ii) a commodity pool but such commodity pool operator (“CPO”) is not required to register as such with the CFTC, or (iii) a commodity pool and its CPO is registered as such with the CFTC and is a member of the National Futures Association (“NFA”).

10.3 Trading Authorization: The Client authorizes the Advisor to execute trades in line with the Client's chosen products, strategies, and objectives across various currency platforms. This authorization includes the authority to:

  • Buy, sell, and trade in: spot transactions, currency options, forward contracts, off-exchange transactions, commodity futures contracts, financial instruments, and any other items subject to commodity trading.
  • Collaborate with and direct third-party payment platforms.
  • Engage in margin trading, when necessary.
  • Utilize advanced tools, including AI, to determine optimal transaction strategies.
  • Manage the settlement of trading activities directly into the Client's accounts.
  • Facilitate transfers between the Client's designated accounts, FX wallets, and other liquidity storage mechanisms to optimize payment conditions.
  • Manage beneficiary details and ensure the correct allocation of funds to designated beneficiaries as per the Client's instructions.

10.4 Risk Acknowledgement: Trading futures, options, and foreign exchange derivatives involves substantial risk and is not suitable for all organizations. Client acknowledges the inherent risks of currency trading, including potential losses exceeding initial deposits, even with AI-driven hedging strategies. Past performance does not guarantee future results, and hypothetical performance results have inherent limitations. There is no assurance that trading strategies will achieve profits or avoid losses.

10.5 Account Deposits and Withdrawals: Clients shall have the discretion to deposit or withdraw funds from their Accounts at any time, provided that such actions comply with the margin requirements, settlement requirements, funding requirements, or any other obligations imposed by the FX providers, as stipulated in this Agreement or any other related agreements. All deposits and withdrawals must adhere to these specified prerequisites.

10.6 Other Account Management: Pangea manages multiple commodity accounts using proprietary, AI-driven methods. Client pledges non-disclosure of trading recommendations without obtaining written consent from the Advisor.

10.7 Qualified Eligible Person (QEP):10.7 Qualified Eligible Person (QEP): The Client affirms their status as a "Qualified Eligible Person" as defined under Commodity Futures Trading Commission (CFTC) Regulation 4.7(a), 17 C.F.R. § 4.7(a). The Client acknowledges that this status is in accordance with the relevant provisions of the Commodity Exchange Act and applicable CFTC regulations.

10.8 Registered CTA: Client is aware that Pangea, given its unique status, is a registered Commodity Trading Advisor (CTA) and is an NFA member, adhering to all standards and ethical guidelines.

10.9 Disclosure Exemption: Client recognizes Pangea's dependence on the disclosure exemption suitable for Client as a QEP under 17 CFR § 5.8.

10.10 Notice of Filing: Pangea has electronically filed a notice of exemption claim, as stipulated by 17 CFR § 5.7(d)(1). This exemption claim pertains to certain requirements under the Commodity Exchange Act, allowing Pangea to operate under specific regulatory relief. The filing ensures that Pangea complies with the relevant regulations while benefiting from the exemptions provided for eligible entities.

10.11 Consent and Exemption: Client grants consent for their Account to be overseen by Pangea under the exemption of 17 CFR § 5.7, understanding Pangea's exemption from certain disclosure and record-keeping requirements.

10.12 Regulatory Compliance: Pangea commits to adhering to all relevant regulations, including but not limited to 17 CFR Part 4, the Commodity Exchange Act, and CFTC rules, particularly concerning the Client's commodity interest trading advice. Pangea will ensure that this commitment is regularly reviewed and updated in line with any regulatory changes.

10.13 Disclosure Relief Disclaimer: Pangea's client agreement, formulated for qualified eligible persons, hasn't undergone CFTC review. The CFTC neither validates trading programs nor assesses the sufficiency of CTA disclosures.

11. Agreement

11.1 Supersedence of Previous Agreements: This Agreement supersedes and replaces any prior agreements between the parties related to the subject matter herein.

11.2 Entire Agreement: This Agreement, including exhibits, addenda, or attachments, constitutes the final and entire agreement between the parties regarding the subject matter and supersedes all other agreements, whether written or oral, concerning the same subject. No terms and conditions proposed by either party are binding unless accepted in writing by both parties. In case of conflict between this Agreement and Attachment A, this Agreement prevails. No amendment to this Agreement is effective unless in writing and signed by both parties.

Definitions

Platform: The technology system and associated components provided by Pangea.

Services: Various advisory and support services offered by Pangea to the Client.

Client Data: Any content, data, and information provided or made available by the Client through the use of the Platform or as part of or in connection with Pangea's provision of the Services.

Pangea Property: All technology, intellectual property, and other proprietary information that Pangea uses under this Agreement, including the Platform and any related documentation or data.

Aggregated Data: Data that has been processed to create a data set that ensures the anonymity of the Client and its users.

Commodity Trading Advisor (CTA): A firm or individual that provides advice to others on commodity trading, including futures and options.

Foreign Currency Exchange (FX): The trading of one currency for another.

Futures Commission Merchant (FCM): A firm that solicits or accepts orders to buy or sell futures contracts, options on futures, or retail off-exchange forex contracts.

Swap Dealers: Entities that deal in swaps, which are derivatives where two parties exchange the cash flows or other financial instruments.

Liquidity Providers: Entities that make a market by providing buy and sell prices for financial instruments, thus facilitating trade.

Know Your Customer (KYC): A process by which a business verifies the identity of its clients.

Anti-Money Laundering (AML): A set of procedures, laws, and regulations designed to stop the practice of generating income through illegal actions.

Beta Services: Services or features that are in a testing phase and not fully developed or launched.

Qualified Eligible Person (QEP): A person or entity that meets specific criteria defined by the Commodity Futures Trading Commission (CFTC), allowing them to participate in certain trading activities.

17 CFR § 5.8: A specific regulation under the Code of Federal Regulations related to the Commodity Exchange Act.

Commodity Exchange Act: A federal act that regulates the trading of commodity futures in the United States.

CFTC: Commodity Futures Trading Commission, a regulatory agency for the commodity futures and options markets in the United States.

NFA: National Futures Association, a self-regulatory organization for the U.S. derivatives industry.

SOC 2: A set of standards for managing customer data based on five "trust service principles"—security, availability, processing integrity, confidentiality, and privacy.

Rate-Lock: A financial transaction in which a party locks in an exchange rate for a future date.

Target Lock: A predefined financial transaction that executes when a target exchange rate is reached.

Spot FX: The purchase or sale of a foreign currency for immediate delivery.

ACH: Automated Clearing House, a network for processing transactions in the U.S., including direct deposits and bill payments.

FX Options: Financial derivatives that give the buyer the right, but not the obligation, to exchange money in one currency into another currency at a pre-agreed exchange rate on a specified date.

FX Forward Contracts: Agreements to exchange currencies at a future date at a predetermined rate.

FX Swaps: Contracts in which two parties exchange currencies for a certain period and agree to reverse the transaction at a later date.

Off-Exchange Transactions: Trades that occur directly between parties rather than on a formal exchange.

Derivative Products: Financial securities whose value is derived from an underlying asset or group of assets.