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.