iii.  Termination of this Agreement, however caused, shall not release either party from 
any liability or  responsibility to  the  other with respect to  all terms,  covenants  and 
conditions  contained  herein,  all  of  which  shall  survive  the  termination  of  this 
Agreement. In addition, the termination of this Agreement shall not affect any of the 
rights or obligations of either party arising prior to or at the time of termination of this 
Agreement,  or  which  may  arise  by  any  event  causing  the  termination  of  this 
Agreement. 
 
11.  Indemnification 
 
The Trader shall indemnify, hold harmless and defend ZuluTrade, its principals, shareholders, 
officers, directors, employees, representatives, agents or affiliates from and against any and all 
losses, claims, damages and liabilities to which any person indemnified herein may become 
subject under any state, provincial or national law, any rule or regulation promulgated under 
any of such acts or laws, including those of any financial self-regulatory agency or organization, 
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) 
arise out of, or are based upon: 
 
i.       a material breach by the Trader of this Agreement; or 
ii.  a violation by the Trader of any applicable law, rule or regulation, except to the extent 
damages  claimed  result  from  the  actions  of  ZuluTrade,  or  any  of  its  respective 
principals, officers, directors, employees, representatives, agents or affiliates if such 
actions constitute: (A) a violation by such person or entity of any applicable law, rule 
or regulation; or (B) gross negligence, bad faith, or willful misconduct. 
 
The  Trader  shall  reimburse  any and  all  persons  indemnified  herein  for  any legal  or  other 
expenses (including attorney's  fees) reasonably incurred by any of them in connection with 
investigating or defending any action or claim covered by this indemnity. 
 
12.  Independent Contractor 
 
For purposes of this Agreement, the Trader is an independent contractor, and not an employee 
or agent of ZuluTrade, nor shall anything herein be construed as making the Trader a partner 
or co-venturer with ZuluTrade or any of its affiliates or other clients. Except as provided in this 
Agreement, the Trader shall have no authority to bind, obligate or represent ZuluTrade. 
 
13.  Miscellaneous 
 
i.  This   Agreement   shall  be  binding   upon   and  inure   to  the  benefit   of  the  Parties 
hereto  and  their  respective successors   and  assigns,    Zulutrade   may  assign   or 
novate  any  of  its  rights,   benefits  or  obligations   under  this Agreement .    Trader 
may not assign,  novate, transfer.  encumber,  license all or any part of this Agreement 
or any  rights,  benefits,   or obligations   under   this  Agreement    without    the   prior 
written    consent    of   Zulutrade,      which    consent    will    not   be unreasonably 
withheld. 
 
ii.  The Agreement shall be governed by and construed in accordance with the laws of 
Cyprus. For purpose of any action or proceeding involving any matter arising out of 
or  relating  to  this  Agreement,  the  Parties  hereto  agree  to  submit  to  the  exclusive 
jurisdiction of the courts of Cyprus. 
 
iii.  All captions used in this Agreement are for convenience only, are not a part hereof, 
and are not to be used in construing or interpreting any aspect hereof. 
 
iv.       This Agreement may be executed in counterparts, each such counterpart to be deemed 
an original, but which all together shall constitute one and the same instrument.