Client Agreement

CLIENT AGREEMENT

This Client Agreement ("Agreement") is entered into by and between Delphi Delta Investment Corporation ("Delphi Delta", "Company", "we", "us"), a corporation organized and existing under the laws of the State of New York, with its principal place of business at 120 Wall Street, New York, NY 10005, United States of America

AND

A person who has successfully completed the application and registration process to open a Trading Account with the Company via our Website or through any other method designated by Delphi Delta ("Client", "you").

INTERPRETATION OF TERMS

In this Agreement, the following words shall have the meanings set out below:

"Abnormal Market Conditions" : conditions contrary to Normal Market Conditions, e.g., when there is low liquidity in cryptocurrency markets, rapid price movements, or Price Gaps characteristic of digital asset volatility.

"Access Data" : the Client's access codes, login codes, passwords, Trading Account number, and any information required to make Orders with the Company.

"Affiliate" : in relation to the Company, any entity controlled directly or indirectly by the Company, any entity that controls the Company directly or indirectly, or any entity under common control with the Company. Control means ownership of a majority of the voting power.

"Applicable Rate" : Federal Funds Rate for USD Trading Accounts; SOFR for accounts requiring benchmark reference rates.

"Application to Open Trading Account" : the Application to Open Trading Account form completed by the Client.

"Ask" : the higher price in the Quote, being the price at which the Client may buy cryptocurrency.

"Balance" : the total financial result of all Completed Transactions and deposit/withdrawal operations on the Trading Account.

"Base Currency" : in cryptocurrency Transactions, the primary settlement currency (typically USD).

"Bid" : the lower price in the Quote, being the price at which the Client may sell cryptocurrency.

"Business Day" : any day between Monday and Friday inclusive, other than federal holidays or days when U.S. financial markets are closed.

"Client Terminal" : the proprietary trading platform (web, mobile, API) used by the Client to obtain market data, conduct analysis, make Transactions, place/modify/delete Orders, and receive Company notices.

"Company" : Delphi Delta Investment Corporation, operating cryptocurrency margin trading services under U.S. federal and state regulatory frameworks.

"Completed Transaction" : two counter deals of the same size in different directions (opening and closing a position).

"Cryptocurrency Contracts" : derivatives whose value depends on underlying digital assets (Bitcoin, Ethereum, etc.).

"Contract Specifications" : principal trading terms (Spread, Lot Size, Initial Margin, etc.) displayed in the Client Terminal and on the Company's Website.

"Currency of the Trading Account" : USD (base currency for all accounts).

"Client Information" : any information or documentation received from the Client relating to their Account or Services.

"Dispute" : any disagreement regarding breach of Legal Documents, Error Quotes, or transactions requiring resolution.

"Open Position" : a Long or Short Position which is not a Completed Transaction.

"Order" : Client instruction to open/close positions when price reaches specified levels.

"Quotes Flow" : real-time cryptocurrency price stream from aggregated exchange feeds.

"Server" : proprietary execution and settlement servers compliant with SEC/CFTC requirements.

"Services" : cryptocurrency margin trading services as defined in Clause 6.

"Trading Account" : unique client account tracking all Transactions, Positions, Orders, and funds.

"Trading Platform" : all systems providing Quotes, executing Transactions, and calculating obligations.

"Transaction" : any cryptocurrency trade executed under this Agreement.

GENERAL INTERPRETATIONS

References to statutory provisions include modifications. Singular includes plural. This Agreement constitutes the entire understanding between parties, governed by New York law.

INTRODUCTION

This Agreement, together with Risk Disclosures, Privacy Policy, and other posted documents ("Legal Documents"), governs all Client relations with Delphi Delta. Company acts on principal-to-principal basis only.

COMMENCEMENT

Legal Documents effective upon Account activation notice. No cooling-off period applies to crypto trading services.

ACCOUNT ACTIVATION

Account activated upon:

Receipt of completed registration
Client acceptance of Legal Documents
Satisfactory Identity verification/AML verification per FinCEN BSA requirements

Company reserves right to reject applications or require minimum deposits at discretion.

SERVICES

Company provides execution-only cryptocurrency margin trading services:

Receive/transmit Orders for crypto derivatives
Margin financing subject to CFTC leverage limits
Safekeeping/administration of client funds (custody via qualified custodians)
Access to market data/research (non-advisory)

CLIENT AGREES when entering crypto Transactions:

No ownership of underlying digital assets
No physical delivery or wallet transfer
No voting/dividend rights
Execution-only service (no advice per SEC Reg BI)

EXECUTION OF TRANSACTIONS

Company executes despite potential unsuitability. No monitoring, margin calls, or position management obligations. Client solely responsible for strategy execution.

Company provides general market information only - not personalized advice. Client acknowledges need for independent assessment of risks, tax implications, and regulatory compliance.

Company may:

Refuse services at discretion
Suspend during Abnormal Market Conditions (crypto flash crashes, exchange outages)
Use risk management tools for market stability
Partially execute/reject large orders

TRADING CONDITIONS

All crypto transactions subject to Contract Specifications posted on platform. Spreads, leverage, and margin requirements per displayed terms and CFTC regulations.

Company may adjust Quotes during low liquidity. Stop Loss/Take Profit execution not guaranteed during volatility gaps.

CLIENT OBLIGATIONS

Client shall:

Provide accurate information for Identity verification/AML (FinCEN compliance)
Maintain sufficient margin (min. 1000% recommended)
Monitor positions actively
Comply with U.S. sanctions (OFAC)
Not use VPNs to circumvent restrictions

Client warrants sophistication in crypto trading; execution-only service appropriate.

CLIENT REPRESENTATIONS

Client represents:

Understands crypto risks (volatility, total loss potential)
Not U.S. restricted person (sanctions list)
Funds not proceeds of crime
Suitable for high-risk margin trading

FEES AND CHARGES

Commissions, spreads, financing rates per Contract Specifications. Overnight positions subject to swap fees based on Applicable Rate + markup. All fees displayed pre-trade.

All fees final; no disputes on standard charges.

DEPOSITS AND WITHDRAWALS

Deposits via ACH, wire, crypto transfer (subject to blockchain confirmation). Withdrawals same day if margin sufficient, subject to 72-hour AML hold.

Company not liable for blockchain delays, exchange fees, or transfer errors. Client verifies wallet addresses.

No interest paid on balances. Funds segregated per SEC/CFTC rules.

MARGIN REQUIREMENTS

Initial/maintenance margins per Contract Specifications. Company may increase requirements during volatility without notice. Negative balance protection not guaranteed.

Liquidation at discretion if margin <100%. Client liable for debit balances.

INTRODUCTION OF CLIENT MONEY

Client funds held in segregated accounts at qualified U.S. custodians. No commingling with Company funds. SIPC/equivalent protections may apply.

Company may use client funds for hedging/liquidity provision per disclosed policies.

PROFIT/LOSS CALCULATION

P&L calculated in real-time USD equivalent based on Quotes Flow. Client responsible for crypto volatility exposure.

TRADING OPERATIONS SPECIFICATIONS

Orders valid during Business Hours (24/7 crypto markets). Pending Orders may slip during gaps. No execution guarantees.

Company may reject Orders exceeding position limits or during maintenance.

REQUOTE POLICY

Requests requoted within latency tolerance. No obligation to fill at stale prices.

PENDING ORDERS

Stop Loss/Take Profit executed at next available price. No slippage protection during volatility.

TRADE CONFIRMATIONS

Confirmations available real-time in platform. Client must review promptly; disputes within 24 hours.

STATEMENTS

Account statements downloadable anytime. Monthly summaries provided.

ELECTRONIC TRADING

Client accepts risks of internet trading: connectivity failure, latency, unauthorized access. Company not liable unless gross negligence proven.

Client must maintain secure Access Data, enable 2FA.

RECORDING OF COMMUNICATIONS

All platform interactions recorded per SEC Reg S-P. Client consents to monitoring.

DISPUTE RESOLUTION

Disputes first subject to internal review (compliance@delphidelta.com). Unresolved matters proceed to binding arbitration under AAA rules in New York, NY.

Governing Law: State of New York. Exclusive jurisdiction: New York state/federal courts.

FORCE MAJEURE

Company not liable for delays/losses from Acts of God, exchange failures, regulatory actions, blockchain forks, 51% attacks, or cyber events beyond reasonable control.

TERMINATION

Either party may terminate with notice. Open positions closed at market; final settlement within 5 Business Days.

Company may terminate immediately for breach, AML concerns, or sanctions.

CONSEQUENCES OF TERMINATION

Client responsible for all losses to settlement. No refund of fees. Records retained 7 years per regulations.

INDEMNITY

Client indemnifies Company against losses from Client breach, inaccurate information, unauthorized trading.

Company indemnifies only for proven gross negligence (not market losses).

NETTING

Mutual obligations netted upon termination per NY law.

AMENDMENTS

Company may amend terms with 7 days notice via platform/email. Continued use constitutes acceptance.

NOTICES

Electronic notices effective immediately. Client address per profile.

ASSIGNMENT

Client may not assign. Company may assign to qualified affiliates.

SEVERABILITY

Invalid provisions severed; remainder effective.

WAIVER

No waiver unless written. Delay not waiver.

ENTIRE AGREEMENT

Legal Documents constitute complete agreement.

COUNTERPARTS

Electronic signatures binding.

THIRD PARTY RIGHTS

No third party beneficiaries.

CLIENT ACKNOWLEDGEMENT

Client acknowledges reading, understanding, and agreeing to all terms, especially crypto-specific risks. Execution-only service appropriate.