User Agreement

MONEX USER AGREEMENT

Last updated: January 16, 2022

 

Use of a Monex Inc (formerly known as Tempus, Inc.) Account is subject to these terms and conditions:

This User Agreement which is incorporated by reference, governs your use of and access to the Services and Monex Account provided by Monex Inc. dba Monex USA. By applying for, registering for, accessing, or using the Services or a Monex Account, you agree that you have read, accept and agree to be bound by the Agreement as well as Monex’ Privacy Policy (available at https:// monexusa.com/privacy-policy/), which is incorporated by reference. Capitalized terms not defined in the Agreement are defined in the Glossary. 

THIS USER AGREEMENT CONTAINS INDEMNITY PROVISIONS, AS WELL AS A CONSENT TO RECEIVE COMMUNICATIONS ELECTRONICALLY IN LIEU OF MAILING YOU PAPER COPIES. We may update or modify this User Agreement without prior written notice at any time and in our sole discretion by posting a revised version on the  Monex Inc website (monexusa.com) and/or within the Monex mobile application. We will provide you with notice of such modifications as required by Applicable Law. Any updates or modifications to this User Agreement will be considered effective as of the “Last Updated Date” indicated in the then-current version of the User Agreement. Your continued use of the Services or a Monex Account after the “Last Updated Date” will constitute your acceptance of and agreement to such revised User Agreement. 

If you do not agree to this User Agreement, or if you do not agree to any updates or modifications to this User Agreement, you may not apply for, register for, access or use the Services or a Monex Account and must immediately terminate any use of the Services and any Monex Account. 

You agree that we shall not be liable to you or any third party in the event we exercise our right to modify or discontinue any of the Services, any portion of the Services, or any Monex Account features. 

If you have questions or concerns regarding this User Agreement or your use of the Services, you may contact us at (800) 834-2497 between the hours of 8:30 am and 5:00 pm Eastern Standard Time, weekdays, excluding federal holidays, or email us at hello@monexusa.com. 

 

GLOSSARY

or purposes of this User Agreement, the following terms shall have the following meanings: 

ACH Network (ACH): The Automated Clearing House network for the electronic funds transfer system governed by the NACHA Rules. 

Applicable Law: All federal, state, or other governmental statutes, codes, ordinances, laws, regulations, rules, guidance, written directives, NACHA Rules, orders, and decrees applicable to the Services. 

Authorized User: An individual authorized by Client to initiate Transactions on behalf of Client. 

Beneficiary: Any third party to which Client instructs Monex to deliver a payment pursuant to a Transaction. 

Beneficiary Data: The depository financial institution account information, routing number, and contact details, and other related information necessary to effectuate the transmission of funds to a Beneficiary per Client’s Instructions. 

Business Day: A day on which commercial banks are open for business (including dealing in foreign exchange) in the place specified for purpose. 

Client: The person, corporation, limited liability company, organization, association, or other legal entity for which a Monex Account application was completed and approved by Monex and to whom Monex provides Services. 

Commencement Date: The date on which Monex first opens Client’s Monex Account. 

Confidential Client Information: Client’s account details with its depository financial institution(s), transaction currencies, amounts, or any other information related to a Transaction. 

Contract Funds: The type and amount of currency the Client agrees to purchase/sell from/to Monex. 

Inbound Transaction: A Transaction involving a payment initiated by a 3rd party that is designated for receipt by a Client. 

Information Provider: Any third-party entity, including stock exchanges and news service providers, who provides Monex, whether directly or indirectly, with Market Information. 

Instruction: A request by Client for Monex to provide Services, including any request for Services made by mail, email, facsimile, telephone, file transfer, a Standing Order, or other means. 

Intellectual Property Rights: Any and all rights arising in the United States or any other jurisdiction throughout the world in and to (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, and other designations of source, sponsorship, affiliation or origin, together with all related goodwill, (c) copyrights, copyrightable works and other works of authorship (including computer programs), mask works, data, data collections and databases, (d) trade secrets, know-how and other confidential or proprietary information, (e) moral rights, and (f) any and all other intellectual property rights (collectively, “Intellectual Property”), in each case whether registered or unregistered and including all related rights of priority under international conventions, all pending and future applications and registrations and continuations, divisions, continuations-in-part, reissues, extensions, substitutions, re-examinations and renewals thereof, and all similar or equivalent rights or forms of protection in any part of the world. 

Market Information: Information relating to the financial markets, including market data, research, analysis, forecasts and commentary. 

NACHA Rules: The bylaws, operating rules, guidance or other requirement of The National Automated Clearing House Association, as amended from time to time. 

ODFI (Originating Depository Financial Institution): The financial institution that will serve as the originating depository financial institution as defined in the NACHA Rules for any ACH transaction authorized by Client. 

Outbound Transaction: A Transaction involving the transfer of funds from Client’s ODFI to a specified Beneficiary. 

Party or Parties: Individually or collectively, Client and Monex. 

Regulatory Authority: Any federal, state or local government, any state or any political subdivision thereof and any entity exercising executive, legislative, judicial, governmental, or administrative functions of or pertaining to government. 

Services: Whether in the singular or the plural, the services offered by Monex to Client from time to time, which services may include, but are not limited to, the buying or selling of foreign currency, money transfer services, other money transfer products or services requested from or provided by Monex through its platform, including its website, mobile application, API, or any other access points, and any services provided by Monex to Client pursuant to a written agreement or addendum. 

Settlement: The total amount, including the cost of currency acquisition as well as any fees and charges (excluding any fees and charges set forth in any addendum, if applicable), Client owes to Monex for a Transaction, less any partial prepayment and/or additional partial prepayment (margin call/risk exposure top-up payment). 

Settlement Date: The date upon which Client must pay the Settlement. 

Standing Order: Client’s Instruction, which must be delivered to Monex in writing on Client letterhead and signed by Client, to purchase/sell Contract Funds at the Target Rate within the Standing Order Effective Period, without prior oral approval from Client. 

Standing Order Effective Period: The time within which Client has instructed Monex to purchase or sell the Contract Funds at the Target Rate. 

Target Rate: The rate at which Client has instructed Monex to purchase/sell Contract Funds if and when the stipulated rate is purchasable. 

Monex: Monex Inc., its subsidiaries, and affiliates. 

Monex Account: The holding account established by Monex on behalf of Client for the receipt of Client funds that are temporarily held by Monex for the convenience of Client pending receipt from Client of an Instruction, including Beneficiary designation. 

Monex USA: Monex Inc., its subsidiaries, and affiliates 

Monex USA Account: The holding account established by Monex on behalf of Client for the receipt of Client funds that are temporarily held by Monex for the convenience of Client pending receipt from Client of an Instruction, including Beneficiary designation. 

Monex Site: Any means by which Client may access the Monex Services, including a website, mobile application, API, or any other access point. 

Transaction: Any transaction using the Services in accordance with this User Agreement. 

Transaction Date: The date on which Monex executes an Instruction on behalf of Client regarding the receipt or initiation of a Transaction in a particular currency at a specified amount. 

Transaction Receipt:  A receipt for a Transaction that sets forth a confirmation number; the respective names of the Parties; the respective amounts and currencies bought and sold; the rate of exchange; the value date; and the date the Settlement is due Monex. 

 

TERM: MONEX ACCOUNT SETUP

1.0. This User Agreement takes effect on the Commencement Date and will continue for an indefinite period of time until terminated in accordance with their provisions. 

1.1. When entering into this Agreement, you provide information to Monex in order to apply for a Monex Account. As part of this process, Client must provide certain information, including identification information. Client must provide accurate and complete information and must keep all information current. Monex may request additional information about Client and/or a designed Beneficiary when Client applies for a Monex Account or any time thereafter. Examples of such documents or information include but are not limited to government-issued photo identification, business invoices, banking statements or other financial or business information that may reasonably allow Monex to confirm Client’s identity, validate the purpose of Client’s Transaction or authenticate Client’s funding source. By accepting this User Agreement, Client authorizes Monex to make inquiries with certain third parties, such as credit reporting agencies or other information providers, that Monex may deem necessary to verify Client’s identity. To the extent any information provided to Monex is Confidential Client Information, please see Section 18. 

1.2.  Client may maintain a balance in its Monex Account for a maximum of ninety (90) days. Client shall be responsible for all risks (e.g., volatility of the foreign currency market) associated with Client maintaining a balance in a Monex Account in one or more foreign currencies. If Monex does not receive a timely Instruction for the disposition of such funds, those funds will be converted to USD at the then-prevailing exchange rate(s) and returned to Client. Client may request to extend this period by phone call or email to a Monex representative. 

 

INITIATING AND EXECUTING A TRANSACTION

2.0. Upon entering into this User Agreement, Client authorizes Monex to accept, act and rely upon any Instruction that is reasonably believed to have been initiated by Client. 

2.1. The time of contracting of a Transaction is upon verbal, written, or electronic acceptance by Client, not upon receipt of the Transaction Receipt. Verbal acceptance includes, but is not limited to, orally over the telephone. Written acceptance includes, but is not limited to, email and fax. Electronic acceptance includes but is not limited to, clicking a button or other form of electronic confirmation on the Monex Site. 

2.2. By submitting Instructions or initiating a Transaction, Client makes a request that Monex process the Transaction. Monex may accept or reject this request at its sole discretion. It is Client’s sole responsibility to ensure that all information contained in the Instructions for each Transaction is complete, accurate, and, if in writing, legible. Client must immediately inform Monex of any error in the initial Instructions. Monex shall not be liable for damages, losses, costs and expenses in connection with any incomplete, incorrect, or erroneous Instructions provided by Client to Monex. 

2.3. If Client does not provide a timely and complete Instruction, Monex will place any incoming funds into the Client’s Monex Account. If no Instructions are received within ninety (90) calendar days of placing funds in Client’s Monex Account, funds will be returned to Client’s bank account and any loss will be deducted from the amount returned to Client. 

2.4. Monex will provide Client with a Transaction Receipt for each Transaction, which will be displayed, faxed, emailed, or mailed to Client after the Transaction has been completed. The Transaction Receipt will be in English. Transaction Receipts will be deemed conclusive and binding on Client if not objected to upon receipt with such objection confirmed in writing within (1) Business Day after dispatch of the Transaction Receipt by a Monex representative. Contact info can be found at https://monexusa.com/contact/. The Transaction will not be invalidated if for any reason the Transaction Receipt is not displayed, emailed, faxed, mailed or presented to Client, including as a result of any computer malfunction. If for any reason the Transaction Receipt is not received by or presented to Client, the Transaction Receipt in Monex’ possession with respect to that Transaction will constitute conclusive evidence of the terms of the Transaction and may be used as evidence in any dispute arising with respect to the Transaction. If a Transaction Receipt is not received or presented to Client for any reason, the Client should notify Monex immediately by contacting a Monex representative at fxorders@monexusa.com to request a Transaction Receipt. 

2.5. Once a Transaction has been entered into, Client must pay the Settlement on the Settlement Date specified in the related Transaction Receipt. Client must ensure that any Monex Account from which Client’s settlement obligations under a Transaction are to be satisfied contain sufficiently cleared funds to settle the Transaction. If the Monex Account does not contain sufficiently cleared funds to settle the Transaction, Client will be liable for any resulting fees incurred by Monex in connection with such insufficient funding and must ensure that cleared funds are immediately provided. Client agrees that Settlement amounts shall not be recallable by Client without Monex’ prior written consent. 

2.6. If Client specifies in its Instructions a Transaction Date that is not a Business Day in the jurisdiction where the Beneficiary of the Transaction is located, the Transaction Date for the Transaction will be the next Business Day, notwithstanding anything to the contrary in the Transaction Receipt and subject to Client meeting its Settlement obligation. 

2.7. Monex will use its reasonable efforts to process a Transaction on the same day it is submitted; however, Monex cannot control and will not be responsible for the time it takes financial institutions to process the Transaction. 

2.8. Client understands that Monex will charge certain fees for the Services, which shall be specified by Monex or otherwise disclosed to Client before the Client enters into a Transaction. Monex may change the fees charged for the Services and for subsequent Transaction at its sole discretion at any time. 

2.9. Any check issued by Monex in favor of Client which is lost, stolen, or destroyed in transit must be reported by Client to Monex within thirty (30) calendar days of such occurrence. Upon receipt of a signed indemnity agreement from Client affirming that Client has not received value for such item, Monex will issue and deliver to Client a replacement item of the applicable value. 

2.10. Client acknowledges that Monex is not a depository institution and is not insured by a government entity. Client further understands that no interest will be paid by Monex to Client with respect to any funds held by Monex in a Monex Account or as margin for forwards. 

2.11. If Client has a dispute with a Beneficiary or financial institution concerning a Transaction made via the Services, Client agrees to settle the dispute directly with the Beneficiary or financial institution. 

2.12. Client is solely responsible for maintaining the confidentiality of its username, password and any other information it holds for its Monex Account. Monex has the right to disable any username or password, whether chosen by Client or allocated by Monex, at any time, if in Monex’ reasonable opinion, Client has failed to comply with any of the provisions of this User Agreement. If Client knows or suspects unauthorized use of Client’s Monex Account or password, or any other breach of security, Client must contact Monex immediately at hello@monexusa.com. 

 

STANDING ORDER INSTRUCTIONS

3.0. By issuing a Standing Order to Monex, Client authorizes Monex to accept and act in accordance with the Standing Order to purchase/sell funds at a specified Target Rate. Every Standing Order shall be effective only after Monex has received it and has had a commercially reasonable amount of time to act upon it. 

3.1. If the terms of the Standing Order are met by the end of the Standing Order Effective Period, Monex will send to Client a Transaction Receipt. If the terms of the Standing Order are not met by the end of the Standing Order Effective Period, the Standing Order will expire. Client agrees to review each Transaction Receipt and immediately inform Monex of any errors. 

3.2. To cancel a Standing Order, Client must send written notification before Monex purchases any funds pursuant to the Standing Order. If no such notice is received, the Standing Order will be presumed to be valid, current, and enforceable. 

3.3. If the Target Rate does not become purchasable during the Standing Order Effective Period, the Standing Order will be canceled and no funds will be purchased. 

 

CANCELLATION OF A TRANSACTION

4.0. Client acknowledges and agrees that once a Transaction has been entered into, any cancellation of the Transaction will be entirely within the sole discretion of Monex, subject to Applicable Law. In the event that Client wishes to request that Monex cancel a Transaction, Client must notify Monex prior to Monex initiating the Transaction by contacting a Monex representative at fxorders@monexusa.com. Notwithstanding anything to the contrary contained herein, Client acknowledges and agrees that although Monex may attempt to cancel a Transaction following Client’s request to cancel, Transactions that have already been initiated by Monex pursuant to Client’s Instructions may not be able to be canceled or returned and Transactions that have already been delivered to a Beneficiary pursuant to Client’s Instructions cannot be canceled or returned. 

4.1. If Client fails to meet its Settlement obligation of the Transaction on the Settlement Date, Monex may, in its absolute discretion, cancel the Transaction, without limiting any other remedies that it may have. 

4.2. If the Transaction is cancelled by Monex for a reason described above, Client agrees to reimburse Monex for any losses or expenses incurred by Monex as a result of the Transaction being cancelled, including breakage costs and trading losses. In the event there is a profit on the date of cancellation, Client agrees that the profit will belong to Monex. 

 

CURRENCY RATES

5.0. Notwithstanding that an exchange rate is agreed at the time of contracting in relation to a Transaction, Monex cannot guarantee the same exchange rate in relation to any other Transaction. Rates are quotes, not guarantees, and will only be finalized upon completion of all Monex Account documentation and review. 

 

TRANSACTION RECEIPTS

6.0. Client acknowledges and agrees that in cases where Transactions are not made through the Monex website or mobile application, the Transaction Receipt will be sent to the email address provided. In the event that no email address is provided, the Transaction Receipt will be sent to the mailing address provided by regular mail/postal service. Client is responsible for ensuring that the email address and mailing address specified are accurate and up to date at all times. 

6.1. Transaction Receipts that may be sent by email, or mail, including any information transmitted with it, are intended for the use of the addressee(s) and are confidential. If Client is not the intended recipient, then review, disclosure, conversion to hard copy, dissemination, reproduction or other use of any part of the communication is strictly prohibited, as is the taking or omitting of any action in reliance upon this communication. If Client receives a communication in error or without authorization, Client will notify Monex immediately and delete the entire communication from any mobile device, computer, storage drive, or other storage medium. 

 

SETTLEMENT

7.0. Unless otherwise provided in this User Agreement or agreed in writing between Monex and Client, Client agrees to promptly deliver Settlement to Monex in immediately available funds. If Client does not deliver Settlement within five (5) Business Days following Client’s Instruction to purchase/sell the Contract Funds, Monex shall have the right to suspend or ultimately terminate the Services, net out or set-off any amounts Monex owes to Client against any and all amounts owed or that may be owed to it by Client, including any fees, losses or indemnities, and/or initiate any proceedings necessary to recover any balance due. Such steps shall be at the sole discretion of Monex, and Client agrees to the following: 

(i) Monex shall have no liability to Client, and Client waives any claim or action against Monex, in the event of such suspension or ultimate termination; and 

(ii) to indemnify and hold Monex harmless from any and all liability, claims, damages, and costs, including all reasonable fees, including attorneys’ fees, incurred by Monex resulting from Client’s failure to pay and Monex’ effort to collect any balance due. 

7.1. Upon the insolvency of Client or commencement of bankruptcy proceedings or receivership by or against Client, Monex has the right (at its sole discretion and without notice) to terminate, liquidate or accelerate this User Agreement, and to net out or set-off any amounts owed to Monex by Client against any amounts Monex may owe to Client. 

7.2. Client agrees to be bound by any debit Instruction(s), whether authorized or not, issued in its name and acted upon by Monex, and Client agrees to indemnify Monex and hold it harmless from and against any and all liability and expense incurred by Monex in connection with its execution of a debit Instruction(s) believed by Monex to have been issued by an Authorized User. In the event Client elects not to use or adhere to the security procedures described in this User Agreement, Client shall remain liable as set forth above for any debit Instruction(s) issued in its name, whether authorized or not, and acted upon by Monex in good faith. Client agrees that Monex and Client’s depository financial institution are authorized to credit Client’s account with the depository financial institution from time to time in the event that credit adjustments become necessary. Client authorizes Monex to communicate with Client’s depository financial institution as necessary to effectuate the Services contemplated in this User Agreement. 

7.3. Client shall provide prior written notice to Monex if Client changes the account(s) at its depository financial institution(s) from which Monex has been granted the authority to initiate electronic debits. If no notification is received and funds are debited from an inactive account, the liability will remain with Client including any fees associated with insufficient funds. 

7.4. If as a result of an error or omission caused by Monex, Monex incorrectly debits Client’s depository financial institution account in an amount that exceeds the value of Settlement, Monex shall return to Client the over debited amount (i.e. the difference between the amount debited and the amount of Settlement). Return of funds will be made within five (5) Business Days of Monex receiving written notice of the over-debit. Return of the over debited amount shall be Client’s sole and exclusive remedy for any such error or omission. If as a result of an error or omission caused by Monex, Monex incorrectly debits Client’s depository financial institution account in an amount that is less than the value of Settlement, Client hereby authorizes Monex to initiate an additional debit(s) from Client’s depository financial institution account for the additional funds owed by Client to Monex to complete said Transaction. 

7.5. In the event any check delivered or electronic debit authorized by Client is dishonored by Client’s depository financial institution, Monex will charge, and Client agrees to pay, all processing costs associated with each returned check or rejected electronic debit. 

7.6. Client agrees and acknowledges that in the event Client provides Instructions to Monex for a payment to a U.S. Beneficiary via the ACH Network, such Transaction shall be subject to the Electronic Funds Transfer Act, Article 4a of the Uniform Commercial Code, and the NACHA Rules, and that Client is designated as originator of such Transaction, as defined by the NACHA Rules, and shall be bound by the NACHA Rules to the extent applicable to the Transaction. Client agrees that Instructions to Monex shall constitute authorization to Monex’ ODFI to originate an ACH entry on Client’s behalf and Client agrees to assume all obligations of an originator under the NACHA Rules and shall in no event authorize a Transaction in violation of the laws of the United States. The ODFI may suspend or terminate Client’s right to submit ACH entries for breach of the NACHA Rules in a manner to permit the ODFI to comply with the NACHA Rules. Monex and/or its ODFI may audit Client’s compliance with this User Agreement as it pertains to this Section. 

 

MARKET INFORMATION

8.0. Market Information provided by Monex through any means has been independently obtained from various Information Providers through sources believed to be reliable. Neither Monex nor the Information Providers guarantees the timeliness, sequence, accuracy, completeness, or fitness for a particular purpose of any Market Information provided by Monex. The Market Information may include views, opinions, and recommendations of third-party individuals or organizations. Client understands that neither Monex nor the Information Providers endorses such views, opinions or recommendations. 

8.1. Client represents and warrants that it is not relying on any communication (written or oral) of Monex as investment advice, as recommendation to enter into a Transaction, or an assurance of expected results of a Transaction, and that each Transaction entered into by Client will be based upon Client’s own judgment and upon advice from such third-party advisors as Client has deemed necessary. Client acknowledges that Monex is not acting as a fiduciary or advisor with respect to any Transaction and Monex is not providing any investment, tax, accounting or legal advice to Client. 

 

SERVICE MODIFICATIONS AND INTERRUPTIONS

9.0. Monex may modify any or all of Monex’ systems and/or Services at any time. The Monex system(s) and/or Services may periodically be unavailable to Client during Monex’ normal hours of operation in order to allow for maintenance, updates or other causes. Monex shall not be responsible for any consequences arising from Client’s inability to access the Services when Monex has, in its sole discretion, determined to make the Services unavailable for maintenance, updates, or other causes. In no event will Monex be responsible for delays or failures in performance resulting from acts beyond Monex’ reasonable control. 

 

TERMINATION; SUSPENSION

10.0. Monex can terminate this User Agreement and/or suspend or terminate Client’s access to the Services or its Monex Account, in whole or in part, at any time, without notice, unless otherwise required by Applicable Law. In addition, Monex may terminate or suspend Client’s access to the Services or its Monex Account if: (i) Client breaches any provision of this User Agreement; (ii) Monex reasonably believes that Client is in breach or violation of Applicable Law; (iii) Monex suspects fraudulent or illegal activity in connection with Client’s use of the Services or Client’s Monex Account; or (iv) Client Monex is directed or requested to do so by any Regulatory Authority. Client acknowledges that it will continue to be responsible for its obligations related to Transactions and its Monex Account following termination of this User Agreement. 

10.1.   If you want to terminate this User Agreement and close your Monex Account, Client must call 1-800-834-2497. Following the completion of any pending Transactions and the payment of all outstanding amounts owed to Monex, we will send the remaining balance in your Monex Account to an account designated by you at your sole cost and expense. To request reinstatement, Client must call 1-800-834-2497. If reinstated, the then-current version of this User Agreement will control. In no event shall Monex be obligated or required to reinstate a Client or reopen Client’s Monex Account. 

10.2. If Client does not access its Monex Account through the Services for a period of twelve (12) consecutive months, Monex may suspend Client’s access to the Service, including its Monex Account, without notice. Client may request a reinstatement in accordance with Section 10.1 above. Monex may be required to escheat funds in a Monex Account in accordance with Applicable Law. 

10.3. If a check remains uncashed for a period of six (6) months, as measured from the date on the check, Monex will notify Client of the uncashed check(s). If Client does not respond to Monex’ notice and provide Monex with an Instruction for the disposition of such funds (e.g., request that Monex stop payment on the uncashed check), Monex may be required to escheat the funds in accordance with Applicable Law. 

10.4. All applicable provisions of this User Agreement will survive termination by Client or Monex, including, without limitation provisions related to: (i) Intellectual Property; (ii) warranty disclaimers; (iii) limitations of liability; (iv) indemnification; and (v) Client payment obligations. 

 

ENTIRE AGREEMENT

11.0. This User Agreement, as amended by Monex from time to time, shall constitute the entire agreement between the Parties concerning the subject matter hereof and supersede all prior agreements between the Parties concerning the subject matter hereof. In the event of any conflict or ambiguity between the provisions of this User Agreement and any other agreement (e.g., a previously executed confidentiality agreement), the provisions of this User Agreement shall control. 

11.1. The terms of each Transaction set out in the related Transaction Receipt are incorporated into and form part of this User Agreement. In connection with the provision of the Services, the Parties may enter into separate contracts (the “Ancillary Contracts”), including a Master Foreign Currency Forward Contract or Commercial Credit Agreement, each of which will be incorporated into and form part of this User Agreement. 

 

INTELLECTUAL PROPERTY RIGHTS

12.0. Client acknowledges that the content, format, and presentation of the material in relation to the Services that Monex provides and the Market Information that Monex makes available to Client under this User Agreement may contain Intellectual Property which is either Monex’ property or licensed to Monex. In no event will Client have or acquire any rights to or in respect of the Intellectual Property mentioned herein. 

12.1. Client acknowledges that the  Monex Inc website (monexusa.com) and mobile application contain material which is copyright of Monex and Client acknowledges that it will not acquire any rights to such material by downloading it. 

 

COMPLIANCE

13.0. Client agrees not to use the Services to make payments for any illegal purpose. In addition, Client certifies that it will not use the Services in violation of Applicable Law. In the event Client enters into or attempts to enter into any prohibited transaction, Monex reserves the right in its sole discretion to suspend and/or terminate Client’s access to the Services. Client acknowledges that any Instruction issued by Client pursuant to this User Agreement will be binding upon and enforceable against Client and does not violate the terms of any other agreement to which Client is bound. 

13.1. Client represents and warrants that it is acting as a principal and has legal title to all funds used in connection with the Transactions, and that any Transaction is being undertaken in accordance with Applicable Law. Client represents and warrants that Client has entered into this User Agreement for lawful and commercial purposes connected with Client’s business and not for the purpose of investment or speculation. Client represents and warrants that each use of the Services by Client is exercised in connection with Client’s line of business and to manage the risk associated with an asset or liability owned or incurred, or reasonably likely to be owned or incurred, in the conduct of Client’s business. Client further represents and warrants that all funds used in each Transaction are of legal origin and were not obtained through criminal activity of any kind. 

13.2. Client represents and warrants that the individual initiating the relationship with Monex has the authority to bind Client to this User Agreement and that the person initiating the relationship with Monex is authorized to act on Client’s behalf. 

13.3. Client understands that Monex takes appropriate measures to ensure that it is not participating or assisting in money laundering or terrorist financing. Client agrees that Monex, at its sole discretion, may disclose any Transaction-related information in order to satisfy Monex’ legal obligations under Applicable Law, including to the Financial Crimes Enforcement Network, pursuant to anti-money laundering, trade and economic sanctions laws and/or regulations, or as may otherwise be required by Applicable Law or court order. Furthermore, such disclosure may be made to any governmental agency, body, or department that exercises regulatory or supervisory authority with respect to Monex’ operations, where such disclosure is made to satisfy routine governmental audit or examination requirements or as part of informational submissions required to be made to such governmental entities in the ordinary course of business. 

13.4. Upon request, Client agrees to provide any additional information that Monex may need to satisfy its obligations under Section 13.3. 

13.5. Monex may terminate this User Agreement and/or cancel or reject any Instruction at any time, with or without notice, in the event of any regulatory non-compliance by Client or if otherwise required to comply with Applicable Law. 

13.6. Monex may terminate this User Agreement if it reasonably believes that Client is attempting to or has accepted or received any bribes, gifts or other improper payments in connection with the Services. 

 

LIMITATION OF LIABILITY; INDEMNIFICATION

14.0. Client agrees to indemnify and hold Monex harmless for any damages, losses, costs and expenses incurred by Monex in connection with any Instruction made by Client or Monex’ reasonable actions in response to receiving an Instruction from Client, unless such damages, losses, costs and expenses are caused by Monex’ gross negligence or intentional misconduct. Monex shall not be liable for damages, losses, costs and expenses in in connection with any incomplete, incorrect, or erroneous Instructions provided by Client to Monex. 

14.1. Client understands that the Services are provided on an “as is” basis, without warranty of any kind, either expressed or implied. 

14.2. Monex does not warrant any aspect of the underlying Transaction(s), including, for example, whether goods or services for which payment is being made are conforming or satisfactory or whether payment has been made in the right amount or within the time agreed between Client and Beneficiary. Monex will transmit the specified funds in their exact terms to the exact Beneficiary in question at the currency rate given at the time of Transaction. 

14.3. Monex expressly disclaims any liability for errors, omissions, interruptions to the Services, and any representations or warranties, express or implied, including to any warranties of merchantability, fitness for a particular purpose, non-infringement and performance. Client agrees that Monex shall not be liable for any errors or losses caused by third parties, including any depository institution. 

14.4. Client agrees that Monex, its affiliates, its suppliers, vendors, service providers, service companies, or their respective subsidiaries, officers, directors, agents, partners, employees or consultants shall not be liable to Client for any indirect, incidental, consequential, punitive, special or exemplary damages, arising from or in connection with the Services or this User Agreement (however arising, regardless of the nature of the claim or the form of cause of action), including negligence, damages for loss of profits, goodwill, use, data or other intangible losses and regardless of whether Monex has been advised of the possibility of such damages. Unless required by Applicable Law, under no circumstances shall Monex’ liability to Client or any third party for any damages or losses of any kind whatsoever (however arising, regardless of the nature of the claim or the form of cause of action, including negligence), exceed the sum of (i) the U.S. dollar value as of the Transaction Date of the relevant Transaction, and (ii) the amount of any fee or commission charged and collected by Monex in connection with the relevant Transaction. For claims unrelated to a particular Transaction, Monex’ maximum liability hereunder shall not exceed a sum equal to the fees charged by Monex to Client in the six (6) month period prior to the date on which the claim arose. Client expressly agrees that any claim for damages or losses of any kind whatsoever arising hereunder must be asserted within twelve (12) months of the circumstances that allegedly caused the incident giving rise to the claim. 

14.5. For the avoidance of doubt, nothing in this Section 14 shall be construed as giving rise to liability under a force majeure event, the occurrence of which shall not make Monex liable to Client for damages of any kind. 

 

NOTICE: ELECTRONIC COMMUNICATION

15.0. Monex may need to provide you with certain communications, notices, agreements, Transaction Receipts, updates, or other disclosures in writing (“Communications”). You agree and consent to receive Communications electronically and confirm your ability to do so. Monex may provide these communications to you by posting them on its website, in its mobile application, or by emailing them to you at the address listed in your Monex Account application. You also agree to the use of electronic signatures in our relationship with you. If you choose not to agree to the terms of this paragraph or you withdraw your consent, you may be restricted from using the Services. You may withdraw your consent by contacting Monex at the address below. 

15.1. To access and retain electronic Communications, you will need the following computer hardware and software: 

• A computer with an Internet connection with a current web browser or a mobile device with a current operating system that is capable of receiving, accessing, displaying, and either printing or storing Communications received from us in electronic form. 
•  A valid email address (your email address that you have on file with Monex). 

• Sufficient storage space to save past Communications and/or to print them. 

15.2. You have the right to request a paper copy of a Communication we previously sent you within 180 days of the date we provided the Communication to you. To request a paper copy, you must contact us as described below. We will send your paper copy to you by U.S. mail. If you request paper copies, you understand and agree that Monex may charge you a fee for each Communication. For the avoidance of doubt, requesting a paper copy of any Communication, in and of itself, will not be treated as withdrawal of consent to receive electronic Communications. 

15.3. Notices or requests which Client needs to deliver to Monex must be delivered as follows: 

Monex Inc.
1101 K Street NW, Suite 600
Washington, D.C. 20005, USA
Email: fxorders@monexusa.com 

15.4. Client acknowledges and agrees that communication by email or its use of the internet will be at Client’s own risk and expense. 

15.5. Communications and notices required or permitted under this User Agreement shall be deemed delivered when hand-delivered to the receiving person, upon delivery via certified mail (return receipt requested), upon electronic transmission via email, upon delivery via a national or international package delivery company (return receipt requested or delivery confirmation received), or when such delivery is made to the address first set forth in the Monex Account application. Any Party may change its address for purposes of this notice provision by giving notice in the manner prescribed above. 

 

GOVERNING LAW; VENUE; ARBITRATION

16.0. This User Agreement will be governed by and construed in accordance with applicable federal laws and the laws of the District of Columbia, without regard to the laws of conflicts. 

16.1. The Parties agree to be subject to the jurisdiction and venue of the district and federal courts of the District of Columbia with respect to any disputes arising out of this User Agreement. 

16.2. In the event of any dispute, controversy or claim arising out of or relating to this User Agreement, Client’s use of the Services, any Transaction, or the breach, termination or validity of the User Agreement (“Dispute”), the Parties shall attempt to promptly and in good faith resolve any such Dispute within ten (10) days following a Parties’ receipt of a notice detailing a Dispute. 

 

AUTHORITY

17.0. Each Party represents that it has all permissions and authorities necessary to enter into and be bound by this User Agreement, and that the use of the Services in accordance with this User Agreement will not conflict with another agreement to which it is a party. 

17.1. Client represents and warrants that the financial and business information submitted by it (and all updates) was (or will be) accurate and complete when submitted. Client agrees to inform Monex immediately of any material change in its financial condition and to update Monex on such matters annually. 

 

CONFIDENTIALITY

18.0. Client agrees that all Monex webpages (including service marks, logos and trademarks), Services, mobile applications, process, and systems are Monex property and protected by copyright law or other intellectual property laws. Client may not: 

(i) reproduce any part(s) thereof in any form; 

(ii) create any derivative work based thereon; or 

(iii) incorporate the site into other websites, electronic retrieval systems, publications or otherwise. 

Provided Client agrees to comply with this User Agreement, Client may be permitted to view, use, and download a single copy of any webpage(s), (but not any applications, processes or systems) for the purposes of its internal recordkeeping and accounting for Transactions. 

18.1. Client acknowledges and agrees that all copyright and other Intellectual Property Rights in and to any deliverables produced by Monex in carrying out any of the Services for Client (including reports, compilations or databases in any and all media) shall be the property of Monex. Client shall be permitted to use such reports, compilations or databases for its own internal business purposes but it shall not disclose, disseminate, sell or otherwise make any such deliverables available to any third party whether in whole or in part, without the express written consent of Monex. 

18.2. Client acknowledges that, in order for Monex to perform any of the Services hereunder, it will be necessary for Client to provide Monex Confidential Client Information. For the avoidance of any doubt, Confidential Client Information does not include information that is or has become publicly known, has been independently developed by Monex without use of any Confidential Client Information, or is received from a third party about Client. 

18.3. Monex shall not disclose, sell or otherwise transfer Confidential Client Information to any third party other than its contractors, business partners, affiliated entities, financial institutions, and regulators (if necessary) provided, however, that Monex shall have the right to disclose such information to any third party if such disclosure is required by Applicable Law. 

18.4. Monex, in its sole discretion, may contact any Beneficiary to effectuate the delivery and provision of the Services, including the ongoing maintenance of Beneficiary Data. Nothing contained in this User Agreement is intended or shall be construed to (i) preclude, restrict or prevent Monex from establishing or maintaining with any Beneficiary a commercial relationship that is separate and distinct from the Services provided to Client hereunder or (ii) relieve Client of its responsibility to ensure the accuracy of all Beneficiary Data contained in any Instruction. Client further acknowledges that Monex already holds and maintains Beneficiary Data for an extensive compilation of Beneficiaries and, therefore, Client’s right to any particular Beneficiary Data shall not be exclusive. Monex agrees that any Beneficiary Data received from Client shall not be disclosed to any third party, except as necessary to deliver the Services, for Monex’ own business purposes, including conducting surveys to ascertain Beneficiary satisfaction with the Services, marketing the Services to any Beneficiary or as otherwise contemplated under this User Agreement.   

18.5. Client’s personal information is processed pursuant to Applicable Law and controlled by Monex. Monex uses personal information the Client provides to Monex when using Monex’ products and Services, as well as other information that is collected or generated during Monex’ relationship with Client. This information is used to provide Client with the Services Client agreed to and activities like administration, customer service, anti-money laundering duties, validation of Client details, analysis and research, prevention and detection of fraud, debt and theft recovery, and to help Monex improve its products and services and operations.   

18.6. Monex may also use, collect from and share with other businesses who work with Monex, information from other products and services and convenience, which Client has registered for during Client’s relationship with Monex. Monex will hold and retain the information that Client gives Monex about another person including the details of any of Client’s nominated Beneficiaries in order to execute the Transaction. It is the Client’s obligation to ensure prior to providing this information that Client has notified and secured authorization from the other person on Monex’ use and disclosure of this information as set out in this section.   

18.7. Monex may transfer information to affiliates in countries other than the country in which the information was originally collected or created, including to affiliates in the United States. Monex may also provide the information to other organizations that help Monex run its business, if there is a reasonable need, to carry out or aide the Services, future services, or for any of the reasons or uses set out in this Section. Monex may add to information Client provides with information from available other business or individuals, including information to validate the accuracy of Client information provided by Client. Monex may disclose personal information, including without limitation, name, customer ID number, address, transaction patterns, and bank account information, (i) if required to do so by domestic or foreign law or legal process or (ii) to law enforcement authorities or other government officials (including those in this country, the United States, or elsewhere) for purposes such as detecting, investigating, prosecuting and preventing crimes, including money laundering and related criminal activity, and the recipients may further disclose the information for these and other related purposes.   

18.8. The information Monex holds may be accessed by Monex and its affiliates including any authorized Monex third–party service providers for any of the purposes set out in this Section or for other purposes to which Client has agreed. Client has a right to ask Monex to see and get a copy of Client’s information, for which Monex may charge a small fee to cover administrative costs. Client can also correct, erase or limit Monex’ use of the information which is incomplete, inaccurate, or out-of-date. Client may object at any time on legitimate reasons to the use of Client’s information, where the processing is not required to complete the Service, or required by Applicable Law. If Client wishes to exercise these rights or no longer wish to receive commercial communications from Monex, Client must contact Monex by emailing aml@monexusa.com or writing to the address:   

Monex Inc.
1101 K Street NW, Suite 600
Washington, D.C. 20005, USA
Attention: COMPLIANCE DEPARTMENT 

 

MISCELLANEOUS 

19.0. Monex and Client agree that money damages may not be a sufficient remedy for breach of the confidentiality and license undertakings in this User Agreement. Accordingly, in addition to all other remedies, each Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach of those provisions. Client and Monex agree to waive any requirement for a bond in connection with the granting of any such injunctive or other equitable relief.  

19.1. Except for the obligation to pay for Services delivered, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by a strike, fire, flood, other natural disaster, pandemic, governmental act, act of terror, order or restriction, failure of supplier(s), act of God, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party.  

19.2. Client understands and agrees that telephone communications with Monex may be monitored and/or recorded for the protection of Client and Monex. These calls may be used for training purposes and shall be considered Confidential Client Information to the extent that the information contained therein does not become public.  Client further understands and consents to Monex and/or its affiliates placing telemarketing calls and text messages to Client using an automatic telephone dialing system and/or an artificial or prerecorded voice.  Consent is not required to use the Services, and Client may revoke this consent at any time by contacting Monex at hello@monexusa.com.  

19.3. Client understands and agrees that, to the extent possible, Monex will respond to any Client request for copies of Transaction Receipts for a period of five (5) years following the date of the Transaction. Client acknowledges and agrees that any costs associated with retrieving and providing such information will be billed to and payable by Client.  

19.4. Client shall be responsible for remitting to the appropriate tax authority any taxes that may apply to any Transactions initiated in connection with the Services. Client acknowledges that Monex shall not be responsible for determining what, if any, taxes apply to Client’s Transactions or other payments made in connection with this User Agreement.  

19.5. Monex and Client shall each act at all times as independent contractors and nothing contained in this User Agreement shall be interpreted, construed or implied to create any agency, partnership or joint venture between Monex and Client. Nothing in this User Agreement shall be interpreted, construed or implied as creating or establishing the relationship of employer and employee between Monex and Client. At no time shall either Monex or Client make commitments for or in the name of the other.  

19.6. Neither Party may use the Party’s name in news releases, articles, brochures, marketing materials, advertisements and other publicity or investor promotions without the prior written consent of the other Party.  

19.7. If for any reason a court of competent jurisdiction finds any provision of this User Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this User Agreement shall continue in full force and effect.  

19.8. Any failure by either Party to require strict performance by the other of any provision of this User Agreement shall not constitute a waiver of such provision or thereafter affect the Party’s full rights to require strict performance.  

19.9. Client may not transfer or assign its rights or obligations under this User Agreement without Monex’ prior written consent. Monex shall have the right to transfer or assign some or all of its rights and obligations under this User Agreement to any party. This User Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.  

19.10. The Parties do not intend for any provision of this User Agreement to be enforceable by any person or entity that is not a party to this User Agreement.  

19.11. The headings of several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this User Agreement.  

19.12. Signatures transmitted by facsimile or scanned email copy shall be enforceable against the transmitting Party in the same manner as the original signature of such Party, with any requirement that the existence of the original signature be established hereby waived.  

19.13. Monex does not knowingly collect, either online or offline, personal information from persons under the age of eighteen. You must be at least eighteen (18) years old to conduct business with Monex. You must be able to form legally binding contracts under Applicable Law. Other restrictions may apply.  

19.14. In accordance with the Unlawful Internet Gambling Enforcement Act of 2006, Monex strictly prohibits conducting any and all business that is engaged in betting or wagering from knowingly accepting payments in connection with the participation of another person in unlawful gambling. Monex does not provide any services to gambling clients including casinos or other gaming institutions, including online gambling-related operations. Monex also strictly prohibits any and all business related to offshore companies, online pharmacies– except for well-known national chains, online adult-related operations, unlicensed alcohol and tobacco companies, outbound telemarketing, escort services, and online payday lenders.  

19.15. The Services may contain links to other independent websites operated by an unrelated third party. Such websites are provided solely as a convenience to Client. Monex has no control over the contents of such websites and assumes no responsibility for nor endorses any content included on any such website. Client must exercise its own independent judgment in deciding whether to interact or use a third party’s website. Monex will not be liable for any loss or damage that may arise from Client’s interaction or use of them.  

19.16. The Services are accessible via a mobile device. Initiating a transaction through a mobile device may result in the imposition of wireless carrier’s standard charges, data rates, and fees. Your access to the Services using a mobile application may be subject to applicable third-party provider’s terms of service.