PREAMBLE TO THE AGREEMENT
This Affiliation Agreement (the “Agreement”) consists of:
(i) The Preamble
(ii) Part A: The General Terms & Conditions of the Agreement
(iii) Appendix “A” to the Part A for clients falling under the IFSC regulation
(iv) Part B: Affiliate specific information and terms to be provided and agreed following acceptance of The General Terms & Conditions (Part A).
Part A: GENERAL TERMS & CONDITIONS
The Terms & Conditions may be amended from time to time and it is the obligation of the Affiliate to peruse them frequently.
BY CLICKING THE BOX “I have read, understood and accept the terms of the Agreement”, YOU AGREE TO THE FOLLOWING TERMS, AS A WHOLE.
Definitions & Interpretation
1.1 “Agreement” as defined in the Preamble.
1.2 Account: The uniquely assigned account that is created for each Trader when it completes an account application at any of the Company’s Sites and is approved by the Company.
1.3 Affiliate: A person or entity that received confirmation from the Company, at the Company’s sole discretion, that it has been accepted as an Affiliate, and that it is included in the Program and that it has received a Tracker ID linked to the Site(s) in accordance with the terms of this Agreement.
1.4 Affiliate Fee: The amount payable to the Affiliate due to the (i) Rewards Plans, and/or (ii) the Second Tier-Affiliate Fee (as applicable), based solely and exclusively on the Company’s data and calculations as specified in the Report.
1.5 Affiliate’s Section: The area of the Site(s) where each Affiliate may review the Report, register Second Tier – Affiliates, update their profile, create additional Tracker IDs, select Banners and Text Link and other additional functions. The Company reserves the right to add and/or remove any tools from the Affiliate’s Section at any time, at its sole and absolute discretion.
1.6 “Applicable Law” means all laws of any jurisdiction that are applicable to this Agreement, to any of the Parties hereto or to any activity of any of the Parties hereto, as amended and in force from time to time, and the rules, regulations, orders, licenses or permits issued thereunder, including, without limitation, any rules, regulations, orders, licenses and permits of any Competent Authority.
1.7 Applicant: A person who submits a Registration Form and accepts the Terms & Conditions for joining the Affiliates Program.
1.8 Banner and Text Link: Any means of graphics, pictures, animation, artwork or text that an Affiliate uses to promote the Program and/or to hyperlink Traders from Affiliate’s website to the Site(s).
1.9 Bonus: Such incentives awarded or given to Traders from time to time to encourage their activity as a Trader.
1.10 Company: XProAd s.r.o, a company organized under the laws of Czech Republic with registration number 068 02 265, having its registered office at Pavlova Square 1789/5, Nove’ Mesto, 120 000 Praha 2 ,4th Floor, Czech Republic AND, unless otherwise specifically stated, any of its Related Entities.
1.11 Company and Related Entity Marks: means Trademarks, trade names, service names, Banners and Text Links, marketing tools, logos of the Company and its suppliers placed on the Trading Platform or otherwise used with respect to the Trading Platform or the Site(s) by the Company and all similar proprietary rights, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith, and all rights to corporate names, metatags and universal resource locators owned or used by the Company, including without limitation “Arotrade“ and any other mark as may be used by the Company, from time to time.
1.12 Cost per Action: The Affiliate receives payments according to certain types of predetermined qualifying actions, which currently include the Qualified Traders acquisition action and the Leads generating action. The Qualified Traders acquisition action is linked with the Cost per Acquisition Rewards Plan (CPA Plan) and the Leads generating action is linked with the Cost per Lead Rewards Plan (CPL Plan).
1.13 Cost per Acquisition Rewards Plan (‘CPA Plan’): An Affiliate Rewards Plan where Affiliate shall receive its Affiliate Fee according to the number of new Qualified Traders referred by it to the Site(s) and the Affiliate Fee as shall be specified in the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion. For example, if an Affiliate is entitled to receive US $350 per Qualified Trader, and Affiliate referred 30 Traders in a calendar certain month, 20 of which become Qualified Traders, Affiliate shall be entitled to receive consideration for such month: 20*$350 = US$ 7000.
1.14 Cost per Lead Rewards Plan (‘CPL Plan’): An Affiliate Rewards Plan where Affiliate shall receive its Affiliate Fee according to the number of Leads it generates to the Site(s) via the use of Marketing Material and the Affiliate Fee as shall be specified in the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion. For example, if an Affiliate is entitled to receive US $5 per Lead, and Affiliate used a Banner which is clicked 2000 times in a certain calendar month and 40 clicks converted to a Lead, Affiliate shall be entitled to receive consideration for such month: 40*$5 = US$ 200.
1.15 Fraud Traffic: Any deposits, Gross Revenue or traffic generated at the Site(s) through illegal means or in bad faith to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes, but is not limited to, spam, false advertising, “cold leads” false or fraud leads generated by computer systems not representing human users, double leads, test leads, wrong number leads, leads from excluded countries, underage leads, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fee directly or indirectly with Traders, and any other unauthorized use of any third party accounts, copyrights or trademarks.
1.16 Hybrid Plan: An Affiliate Rewards Plan which combines elements of CPA Plan and Revenue Sharing Plan, CPL Plan and Revenue Sharing Plan, CPA Plan and CPL Plan or any other combination according to pre-determined rates and conditions specified in the Agreement and the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion or negotiated with the Affiliates manager. See also definition of CPA Plan above and Revenue Sharing Plan below. For example, if according to a Hybrid Rewards Plan combining elements of CPA Plan and Revenue Sharing Plan an Affiliate is entitled to receive US $250 per Qualified Trader referred by it to the Site(s) (CPA element) AND 15% for Monthly Gross Revenue generated per Qualified Trader (Revenue Sharing element); and Affiliate referred 20 Qualified Traders in a certain month which generated a total of US $30,000, Affiliate shall be entitled to receive consideration for such month: CPA element + Revenue Sharing element: (20 *$250) + (15% * $30,000) = $5000 + $4,500 = US$ 9,500.
NB: The percentage in relation to the Revenue Sharing Plan will remain fixed provided that the Affiliate refers to the Site(s) on a calendar month basis, a target number of persons which become Qualified Traders. If the Affiliate does not achieve the target, the percentage will decrease by a certain percentage. The current target number of persons and the percentages mentioned above, will be stated in Part B.
Example: CPA Plan element Affiliate Fee: Fixed fee of 250 US $ per new Qualified Trader referred by Affiliate to the Site(s).
Revenue Sharing Plan element Affiliate Fee (only available to Affiliates under IFSC regulation): Target is to refer 20 new Qualified Traders per calendar month. If target is achieved, the revenue sharing percentage for the Revenue Sharing Plan will remain fixed at 15%. If not, it will decrease by 5% each time.
|Number of Qualified Traders referred||Affiliate Fee from CPA Plan element||Monthly Gross Revenue (US $)||Target achieved (YES/NO)||Revenue Sharing Percentage for Revenue Sharing Plan||Affiliate Fee (US$) from Revenue Sharing Plan element||Total monthly Affiliate Fee (US $).|
See also example of Revenue Sharing Plan below, for comparison purposes.
1.17 “Intellectual Property” means but is not limited to the Company and Related Entities Banners, Text Links, creatives, content, logos, trademarks, copyright, literature, know how, patents, client lists, the http://www.tradersoft.com/ platform, literature, business strategies, e-books, tables, charts.
1.18 Lead: The provision, by a human user who may legally become a Qualified Trader, of certain contact details to the Site(s) and fulfillment of certain conditions as updated from time to time at the Company’s sole and absolute discretion.
1.19 Marketing Material: Any material used by an Affiliate in order to promote any activity related to the Company or the Site(s), including the Company Intellectual Property that an Affiliate uses AS IS or further develops with the approval of the Company to refer or hyperlink Traders from the Affiliate’s website to the Site(s).
1.20 Marketing Plan: Any Rewards Plan other than the Cost per Acquisition Plan, Cost per Lead Plan, Revenue Sharing Plan or Hybrid Plan, as will be agreed upon between the Parties and stated in Part B of this Agreement and the Affiliate’s Section.
1.21 Monthly Gross Revenue: The aggregate value of the revenues actually received by the Company from each Trader within a calendar month, solely as a result of activity by the Trader on the Trading Platform, less any Bonuses given to the Trader, charge backs, or any un-collectable revenue attributable to the Trader. For illustration purpose only, in the event a Trader executed during a calendar month a total of 5 transactions, and from each transaction the Company actually collected revenues equal to US$1, US$2, US$4, US$6 and US$7, respectively, and during such calendar month the Company gave such Trader a US $5 Bonus, the Gross Revenue of such Trader during such calendar month shall be: (1+2+4+6+7-5) = US$ 15.
1.22 Non-Active Affiliate: Any Affiliate generating less than twelve (12) new Qualified Traders, directly or via Second Tier-Affiliates, during any consecutive twelve (12) months period.
1.23 “Parties” means the two parties to the Agreement, that is Affiliate and the Company, which shall be collectively referred to as the “Parties” and individually as the “Party” to the Agreement.
1.24 Program: Company’s affiliate program registered in Czech Republic.
1.25 Qualified Trader: A human user who was directed by an Affiliate and identified by a Tracker ID assigned to such Affiliate or identified by entering a sign up bonus code assigned to such Affiliate; provided that:
(i) such Affiliate is confirmed by Company as included in the Program and is linked to the Site(s) in accordance with this Agreement; and
(ii) such user, uses a unique and valid Internet Protocol (‘IP’) address; and
(iii) such user has been approved by the Company and has satisfied certain minimum trading conditions as shall be specified by the Program from time to time, and currently include the following:
- The user made a minimum real money deposit of at least US$ 250, and
- The user has made a minimum of 8 trades, or
- The user made trades equivalent to 50% of the amount deposited to its account in the first 24 hours; and
(iv) such user is not already registered to the Site(s) under a different name or through a different identity. It is hereby clarified that neither an Affiliate nor any of its Affiliated Parties are eligible to become Qualified Traders under such Affiliate’s Tracker ID(s), and should Affiliate or any of its Affiliated Parties do so register, Affiliate will not be eligible to receive the applicable reward or any other consideration whatsoever.
For the purposes hereof, the term “Affiliated Party” shall mean any of the following:
any member of Affiliate’s immediate family;
any individual, corporation, partnership, joint venture, trust, and any other body corporate or unincorporated organization, directly or indirectly controlling, controlled by or under common control with Affiliate.
1.26 Registration Form: A registration form located at the Site(s) or Affiliate’s Section for participation in the Program.
1.27 Related Entity: any entity that, directly or indirectly, controls, is controlled by, or is under common control with the Company, or is otherwise determined by the Company as Related Entity. Where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
1.28 Report: Information regarding the Affiliate Fees, Trader tracking and other information relevant to the Affiliate provided by the Company to the Affiliate in the Affiliate’s Section.
1.29 Revenue Sharing Plan: An Affiliate Rewards Plan where the Affiliate Fee payable is calculated as a percentage of the Monthly Gross Revenue of the Qualified Traders referred by and tracked to such Affiliate and certain conditions; and the percentage and conditions shall be specified in the Agreement and the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion. The percentage will remain fixed provided that the Affiliate refers to the Site(s) on a calendar month basis, a target number of persons which become Qualified Traders. If the Affiliate does not achieve the target, the percentage will decrease by a certain percentage. The current target number of persons and the percentages mentioned above, will be stated in Part B.
Example: Target is to refer 20 new Qualified Traders per calendar month. If target is achieved, the revenue sharing percentage for the Revenue Sharing Plan will remain fixed at 20%; otherwise it will decrease by 5%. If the Affiliate refers 30 Qualified Traders in calendar month A and the Qualified Traders generate $ 30,000 of Monthly Gross Revenue, the Affiliate Fee for month A will be: 20% of $ 30,000 = $6,000. In calendar month B, if target is not achieved, then the revenue sharing percentage will decrease by 5%, and will become 15%. Therefore, if the Qualified Traders in calendar month B referred by Affiliate generate the same amount of Monthly Gross Revenue as in month A, the Affiliate Fee for month B will be: 15% of $ 30,000 = $4,500. In calendar month C, if target is achieved, then the revenue sharing percentage will rise to the fixed percentage (20%); if not, it will decrease by 5% and will become 10%, and so on.
|Monthly Gross Revenue (US $)||Target achieved (YES/NO)||Revenue Sharing Percentage for Revenue Sharing Plan||Affiliate Fee (US $)|
1.30 Rewards Plans: CPA Plan, CPL Plan, Revenue Sharing Plan, Hybrid Plan or Marketing Plan or any other plans that may be specified by the Company from time to time or any other financial model agreed between the Parties to compensate the Affiliate for its marketing activities.
1.31 Second Tier–Affiliate: Subject to the Company’s prior written approval, Affiliates may refer third parties, that are not and were not registered as Affiliates, as Second Tier – Affiliates. As a precondition to the registration of a Second Tier – Affiliate, the Affiliate shall be required to procure the registration of such Second Tier – Affiliate via a link located in the Affiliate’s Section or account. In the event that the Company shall, in its sole and absolute discretion, accept such Second Tier-Affiliate(s), such acceptance shall be included in the Report. The Company may change the preconditions stated above from time-to-time, at the Company’s sole and absolute discretion, but this shall not affect already accepted Second Tier – Affiliates.
1.32 Site(s): Arotrade.com and any other website as may be added by the Company, in its sole and absolute discretion, from time to time.
1.33 Spam or Unsolicited Promotions: Any emails or any other messages that are circulated by Affiliate, directly or indirectly, including messages that are posted on social media networks, newsgroups, forums, chat boards and other types of online media and which: (i) are directed at third parties who have not consented in writing in advance to receiving promotional messages from such Affiliate; (ii) contain false or misleading statements; (iii) do not truthfully identify the source or the originating IP Address from which it was sent; or (iv) do not provide the recipient with an option to easily be removed from receiving future mailings or promotions.
1.34 Tracker(s) ID: The unique Tracking ID, which is related to the Tracker URL or sign up bonus codes that the Company provides exclusively to the Affiliate, through which the Company tracks and calculates the Affiliate Fee.
1.35 Tracking URL: A unique hyperlink to the Site(s) enabling an Affiliate to refer pod such specific Trader for the purpose of calculating the Affiliate Fee.
1.36 Trademarks: All trademarks (registered and unregistered), service marks and logos displayed on the Site(s).
1.37 Trader(s): Any user of the Trading Platform(s) that the Company promotes.
1.38 Trading Platform: The Company’s promoted platform dedicated for online trading, allowing participants to trade online either for fun or for real money, and including the platform’s billing, support, retention and promotion services and activities.
1.39 The Preamble of the Agreement constitutes a part of it.
1.40 The headings of the clauses of this Agreement shall be used solely for ease of reference and shall not be construed as part of the Agreement.
1.41 Save where the context otherwise provides, the neuter gender shall include the masculine and the female gender and vice versa; and the singular form shall include the plural form and vice versa.
1.42 Reference to any agreement (including, without limitation, to the present Agreement) or to any other document, shall be deemed to include references to them as these may from time to time be amended, renewed or replaced and to all agreements and documents which are declared to be supplementary to them or are attached thereto.
1.43 References to any act, regulation, code of practice or statutory order include any amendment, re-enactment or extension of that act, regulation, code of practice or statutory order and in the case of an act include any relevant regulation, code of practice or order made under it.
1.44 Precedence. If there is any conflict, apparent conflict or ambiguity in or between any of the clauses of the Agreement set out below, the clauses will be applied in the following order of precedence with the clauses higher in the order of precedence prevailing:
(i) the Preamble;
(ii) the Clauses of Part A;
(iii) Appendix “A” of Part A;
(iv) the Clauses of Part B; and
(v) any other document referred to in this Agreement.
1.45 Except as expressly otherwise provided in this Agreement, any reference to “writing” or “written” includes faxes, e-mails and any legible reproduction of characters delivered in legible and durable form.
1.46 Reference to the words “include” or “including” are to be construed without limitation to the generality of the preceding words.
SCOPE OF THE AGREEMENT
The Company is an international firm providing marketing services in a broad range of activities, including marketing of online trading, and has established a network of Affiliates in a number of territories for this purpose. Pursuant to the continued adherence to the Terms & Conditions included herein, the Company grants persons the non-exclusive and non-transferable right to join the Company’s Affiliate Program, and benefit from the Company Affiliates’ Rewards Plans.
JOINING THE COMPANY’S AFFILIATE PROGRAM
3.1 In order to join and participate in the Program, the Applicant must be of 18 years or older. The Applicant must submit a Registration Form, which may be accepted or rejected by the Company at its sole discretion. The Company shall assess and inform each applicant whether the Company approves the applicant as an Affiliate. If the Company decides to approve the Applicant, the current Terms & Conditions become binding and enforceable, and constitute an inseparable part of the Affiliation Agreement.
3.2 Upon the Company’s notification to the Applicant that that s/he has been accepted as an Affiliate, the Company grants the Affiliate the non-exclusive and nontransferable right to direct potential Traders, Qualified Traders and Second TierAffiliates to the Site(s), subject to the terms and conditions of this Agreement.
3.3 This Agreement does not grant the Affiliate an exclusive right or privilege to assist the Company in the provision of services arising from Affiliate’s referrals, and the Company intends to contract with and obtain the assistance of other Affiliates to perform services of the same or similar nature as those provided by the Affiliate. Affiliate shall have no claims to fees originated from Traders and/or Qualified Traders and/or Referred-Affiliates not referred solely by it.
REWARDS PLANS & PAYMENT
4.1 Subject to any applicable regulation and the Company’s approval, the Applicant shall choose a Rewards Plan on the Program Participation Form.
4.2 The Affiliate is entitled to an Affiliate Fee according to the (i) Rewards Plan, and/or (ii) the Second Tier-Affiliate fee (as applicable), based solely and exclusively on the Company’s data and calculations as specified in the Report. The Affiliate Fee shall be calculated as follows:
4.2.1. In relation to the CPA Plan: The Affiliate Fee for each Qualified Trader referred by an Affiliate to the Site(s) shall be specified in the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion.
4.2.2. In relation to the CPL Plan: The Affiliate Fee for each Lead to the Site(s) shall be specified in the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion.
4.2.3. In relation to the Revenue Sharing Plan: The Affiliate Fee shall be that percentage of the Monthly Gross Revenue of the Qualified Traders referred by and tracked to such Affiliate. The percentage shall be specified in the Affiliate’s Section as updated from time to time at the Company’s sole and absolute discretion.
4.2.4. In relation to the Hybrid Rewards Plan: The Affiliate Fee will be the sum total of the fees accruing from the operation of the combined plan elements as shall be specified in the Affiliate’s Section, and updated from time to time at the Company’s sole and absolute discretion.
4.2.5. In relation to Second Tier-Affiliates: The Affiliate shall be entitled to a Second Tier – Affiliate Fee equal to a fixed percentage of the monthly fee related to the actions of each Second Tier – Affiliate (which has been referred by the specific Affiliate and has been accepted as such by the Company); and this percentage shall be stated in Part B of the Affiliation Agreement. The above percentage may be amended by the Company from time to time at the Company’s sole and absolute discretion. By way of example, if the Second Tier – Affiliate is entitled to fees of US $3000 for a given month, and the percentage the Affiliate is entitled is at a level of 10%, then the Affiliate shall be entitled to US$ 300 as Second TierAffiliate Fee.
4.2.6. In relation to the Marketing Plan: The Affiliate Fee in respect of the Marketing Plan will be agreed upon between the Parties and stated in Part B of this Agreement and the Affiliate’s Section.
4.3 Tracking and Payment: The Company shall track Traders’ activity for the purpose of calculating the Affiliate Fee and such information shall be available to the Affiliate in the Affiliate’s Section. The Affiliate Fee shall be paid on a monthly basis in accordance with the information set forth in the Report.
4.4 Time of Payment: Unless otherwise agreed and expressly stated in Part B, Affiliate Fee will be payable once a calendar month, within 15 days after the end of each calendar month provided that it equals or exceeds the minimum monthly threshold. Due to imposed banking charges, the minimum threshold on a monthly performance is set at US $ 100. In the event that the Affiliate’s balance at the end of a calendar month is less than US $ 100, such balance shall be carried over and added to the next month’s Affiliate Fee. In the event that a monthly Affiliate Fee due is not claimed within six (6) consecutive calendar months, then the amount due will be voided and cancelled.
4.5 Method of Payment: Unless otherwise agreed and expressly stated in Part B, Payments of Affiliate Fees by the Company shall be made in any currency and method as may be determined by Company, in accordance with the Company’s policy and subject to Applicable Law. Charges for wires or courier charges for checks will be covered by Affiliate and deducted from the Affiliate Fee
4.6 FEE PAYABLE FOR QUALIFIED TRADERS ONLY. IN ADDITION TO ANY OTHER TERMS AND CONDITIONS SET FORTH ANYWHERE IN THIS AGREEMENT OR UNDER GOVERNING OR ANY APPLICABLE LAW, AFFILIATE SHALL NOT BE ENTITLED TO RECEIVE ANY AFFILIATE FEE FOR ANY TRADER UNLESS AND UNTIL SUCH TRADER HAS BEEN APPROVED AND QUALIFIED BY THE COMPANY AS A QUALIFIED TRADER. FOR THE REMOVAL OF ANY DOUBT IT IS HEREBY CLARIFIED THAT THE COMPANY RESERVES THE RIGHT, AT ITS SOLE AND ABSOLUTE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE, AT ANY TIME, ANY CRITERIA APPLYING TO ANY OF THE REWARDS PLANS, INCLUDING WITHOUT LIMITATION, SETTING ANY BASELINE, THRESHOLD, MINIMUM DEPOSITS/EARNINGS AND/OR OTHER REQUIREMENT(S) FOR QUALIFYING INTO ANY OF THE REWARDS PLANS AND/OR FOR RECEIVING ANY AFFILIATE FEE SET FORTH HEREUNDER.
4.7 Trader Verification: Affiliate Fee in relation to new Qualified Traders will be made only following Company’s verification and checks concerning all new Traders in accordance to the requirements of any applicable law and the Company’s internal verification process.
4.8 ENTITLEMENT TO AFFILIATE FEES: NOTWITHSTANDING ANYTHING TO THE CONTRARY, AFFILIATE UNDER ANY REWARDS PLANS SHALL BE NO LONGER ENTITLED TO RECEIVE AFFILIATE FEE PER ANY TRADER AND/OR SECOND TIER-AFFILIATE CARRYING AFFILIATE’S TRACKER ID FOLLOWING 12 MONTHS FROM THE DATE SUCH TRADER REFERRED-AFFILIATE AND/OR SUB AFFILIATE REGISTERED TO THE SITE.
4.9 Non-Active Affiliate: It is hereby clarified that notwithstanding the forgoing, a Non- Active Affiliate shall not be entitled to receive any Affiliation Fee from the Company.
4.10 Holdover for Non-Compliance: Notwithstanding the forgoing, the Company may, at its sole and absolute discretion, withhold, delay or deny payment of the Affiliate Fee in any of the following cases: (i) the Company has reason to believe that the Affiliate’s activity is not in compliance with any applicable law; (ii) the Company has reason to believe that the Affiliate’s activity is in breach of this Agreement; (iii) the Affiliate has failed to complete any form as may be required by the Company or has completed misleading or incorrect information in a form provided by Affiliate to the Company; (iv) the Affiliate has failed to provide any document as may be demanded by the Company; and/ or (v) the Company has been notified by any third party of the alleged infringement of property or rights (e.g. intellectual property rights) by the Affiliate or by the Affiliate’s activity. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
4.11 Holdover for Fraud Traffic: Notwithstanding the forgoing, in the event that any activity in Affiliate’s account, or in any account which appears to be controlled or managed by the Affiliate, is deemed suspicious by the Company at its sole determination, the Company may at its own discretion delay payment of the Affiliate Fee to the Affiliate for up to one hundred and eighty (180) days in order to verify the relevant transactions. In the event that the Company determines the activity constitutes Fraud Traffic, the Company shall recalculate or withhold the Affiliate Fee accordingly and in its sole discretion. Without derogating from the forgoing in this clause 4.11, it is hereby clarified that in any event that the Company determines that Affiliate is involved, whether directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to the Company, including without limitation to the Site(s), Account(s), Bonus(es), Qualified Trader(s), Sub–Affiliate(s) and/or Second Tier – Affiliate(s) the Company shall have the right, in addition to any other right or remedy available to it under this Agreement or Governing or any Applicable Law, to render the Tracking URLs assigned to such Affiliate inoperative, and immediately block Affiliate’s access to the Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
4.12 Trader Tracking: Affiliate represents that it is aware and agrees that upon signing up as a Trader, each Trader must link through a Tracking URL or enter a sign up bonus code provided to it by the Affiliate to enable the Affiliate (and Second Tier-Affiliates, if applicable) to receive Affiliate Fee in relation to such potential Trader(s). In no event shall the Company be liable, and Affiliate specifically waives any claim or demand for failure of Affiliate, Second-Tier Affiliate, or any Trader to use the Affiliate’s Tracking URL or for any potential Traders’ failure to properly enter a sign up bonus code.
4.13 Payment Disputes: Deposit of payment check, acceptance of payment transfer or acceptance of other payment by Affiliate will be deemed full and final settlement of Affiliate Fee due for the calendar month indicated. Hence, if Affiliate disagrees with the Reports or amount payable, Affiliate should NOT accept payment for such amount and immediately send the Company a written notice of its dispute. Dispute notices must be received by the Company within thirty (30) days of the end of each calendar month for which payment is made, or Affiliate’s right to dispute such Report or payment will be deemed waived and Affiliate shall have no claims in such regard.
4.14 Tax: It is Affiliate’s sole responsibility to comply with any tax laws that apply to Affiliate Fee, and Affiliate consents that to the extent required by Governing and/or Applicable law and regulations, Company may provide information regarding Affiliate’s Fee to any government agency.
CHANGES TO THE REWARDS PLAN
4.15 An Affiliate may not change the elected Rewards Plan without the approval of the Company.
4.16 The Company may change an Affiliate’s Rewards Plan, at any time and at its sole and absolute discretion, by sending such Affiliate a notice to such effect by e-mail. In the event Affiliate does not agree to such change, it shall notify the Company by return email within seven (7) days of receiving such notice from the Company, and the Agreement shall terminate immediately. In the event Affiliate does not notify the Company within seven (7) days from the notice, it shall be deemed as an approval by the Affiliate to such change in the Rewards Plan which shall take effect following the expiration of the notice period. It is hereby clarified that Affiliate will continue to receive payment with respect to Traders identified by a Tracker ID prior to the date of any such change in the Rewards Plan, in accordance with the applicable Rewards Plan at the date such Traders registered to the Site(s).
COSTS & EXPENSES
4.17 Costs and Expenses. The Affiliate shall bear all costs and expenses of any nature whatsoever incurred in connection with the Agreement, including all establishment and operational costs for any marketing and promotional activities related to the Agreement. Under no circumstances shall the Company be liable hereunder for any amounts other than the Affiliate Fee, unless otherwise determined by the Company.
- Affiliates Rights and Obligations
5.1 Subject to the terms of this Agreement, the Company grants to Affiliate, a nonexclusive, non-transferable, non-assignable, non-sublicensable limited license to use and display on such Affiliate’s website the Marketing Material provided by the Company to the Affiliate for the sole purpose of providing a link from such Affiliate’s website, which website has been confirmed by Company as included in the Program, to the homepage of the Site (but no other page).
5.2 The Affiliate undertakes to fulfil the following obligations:
5.2.1. To comply with the terms and conditions of this Agreement, as may be amended from time to time;
5.2.2. To comply with all applicable laws and regulations in the Affiliate’s territory (including but not limited to, financial services regulations, Anti-Money Laundering the Counter Terrorism Financing, data protection and anti-spamming rules);
5.2.3. To comply with the Company’s branding and Intellectual Property guidelines;
5.2.4. To promote and market, within such territory as this may be specified by the Company (“Territory”);
5.2.5. To identify prospective traders within the Territory to which the Affiliate will actively promote the Company services;
5.2.6. To provide true and complete information to the Company at all times including documentation, as may be requested by the Company from time to time. The Affiliate acknowledges that it is aware that prior to receiving any Affiliate Fee, the Affiliate must provide the Company with all information as may be requested by the Company, including any information required pursuant to any applicable law or regulation;
5.2.7. Neither the Affiliate or its associated or Second Tier Affiliates shall register as Traders / Qualified Traders and subsequently they shall not be entitled to receive any Compensation, arising out of any personal, live accounts with any company that is a client of the Company;
5.2.8. Affiliate must provide true and complete information to the Company, as this may be requested at any time, about itself and its activities and about any referred traders. It is agreed that the Qualified Traders are, customers of the Company, and not the Affiliate’s;
5.2.9. In no event should the Affiliate engage in any marketing or promotional activity related to the Company, and/or any Related Entity (as hereinafter defined) in any area, location, territory or jurisdiction outside of the Territory agreed with the Company upon the Affiliate’s registration, without the prior approval of the Company;
5.2.10. It is agreed that throughout this Agreement, the Affiliate must act in good faith at all times and must not make any false and/or misleading representations or statements with respect to the Company, its Related Entities and the services provided or engage in any other practices which may affect adversely the image, credibility or reputation of the Company and its Related Entities and services, including but not limited to, using any website for unlawful activities, or having any content on the Affiliate’s website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party or iii) has defamatory or harassing and untruthful comments and statements about the Company’s activities and business;
5.2.11. The Affiliate must not transmit to or in any way, whether directly or indirectly, expose the website, content, platform, network, technology and any other of the Company property to any computer virus or other similarly harmful or malicious material, virus or device;
5.2.12. The Affiliate must not transmit to or in any way, whether directly or indirectly, expose the website, content, platform, network, technology and any other of the Company property to any computer virus or other similarly harmful or malicious material, virus or device;
5.2.13. The Affiliate shall promptly inform the Company of any information or acts of a third party that has become known to the Affiliate that could potentially harm the Company’s services and reputation in any way and manner;
5.2.14. The Affiliate cannot use a domain name for his/her activities with the trade name of the Company or any of its Related Entities;
5.2.15. The Affiliate shall refrain from referring clients residing in the USA and / or any countries that are classified as high risk and non-cooperative jurisdictions in the Financial Action Task Force’s Public Statement (http://www.fatf-gafi.org/topics/highriskandnon-cooperativejurisdictions/)
5.2.16. The Affiliate shall undertake training that may be specified by the Company, from time to time.
IN RELATION TO MARKETING MATERIALS
6.1 The Affiliate agrees to use the Marketing Material on its websites only AS IS, i.e. without any interference, manipulation or amendment of the Company’s Marketing Material. Any unauthorized use or amendment to the Company’s Marketing Material is a breach of contract, in which case, the Company retains the right to immediately terminate this Agreement with the Affiliate and it may take legal action against the Affiliate.
6.2 In addition to the above, the Affiliate, with the prior written approval of the Company, may develop the Marketing Material, and, in such a case, the Affiliate shall submit a sample to the Company for its review and approval. The developed Marketing Material may be used by the Affiliate only upon receiving the explicit written approval by the Company, which may be denied at the Company’s sole and exclusive discretion. In the event such approval is granted, the Affiliate agrees and hereby does assign and transfer to the Company, its successors, assignees, or nominees, all of Affiliate’s right, title and interest to the materials created and made by (or for) the Affiliate; and the Company agrees, that as long as the Affiliation Agreement between the Affiliate and the Company remains in force, that it will not grant to any other Affiliate a license to use the materials created and made by (or for) the Affiliate without its written approval.
6.3 In the event that the Affiliate makes use of any Marketing Material not AS IS or approved by the Company in accordance with clauses 6.1 and 6.1, the Company shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking URLs assigned to such Affiliate inoperative, and immediately block Affiliate’s access to the Program and deny any Affiliate Fee, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
6.5 The Company may, upon reasonable prior notice, instruct the Affiliate to cease using and/or displaying any Marketing Material at any time, for any reason.
IN RELATION TO THE USE OF COMPANY MARKS
6.6 Unless otherwise approved in advance in writing by Company, Affiliate may not promote, whether directly or indirectly, any of the Company Marks. No framing of any webpage of any of the Site(s) is permitted.
6.7 Affiliate, and anyone on Affiliate’s behalf, shall not assert the invalidity, unenforceability, or contest the ownership of any of the Company Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice the Company’s rights in the Company Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
6.8 Except as explicitly permitted herein, nothing in this Agreement or on any of the Site(s), should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Company Marks.
IN RELATION TO AGE
6.9 Affiliate may not actively target marketing to any persons who is under the age of 18 years old, or under the age of maturity in the territory where the Affiliate is operating, if older.
IN RELATION TO COUNTRIES
6.10 Affiliate may target marketing to citizens or residents of the countries that are not excluded in Appendix A of Part A of this Agreement, as may be updated from time to time.
6.11 Any Affiliate interested in target marketing to a person who is a citizen or resident of any country that is excluded must receive the Company’s prior written approval.
IN RELATION TO COMPETITIVE MARKETING
6.12 It is hereby clarified that Affiliate shall not be entitled to market to potential Traders (i) on any internet site or social network on which the Company promotes any of the Site(s) (e.g. Facebook.com, Twitter.com, Plus.google.com, Youtube.com, etc.); (ii) on any internet search engine on which the Company promotes any of the Site(s) (e.g. Google.com, Bing.com, etc.); (iii) in any other manner which results in the Affiliate’s competing with the Company in relation to the promotion of Site(s), including but not limited to the promotion of website(s) through other Affiliates; (iv) any other online software, application, or other platform enabling online trading similar to and/or competitive with the Trading Platform; (v) by using the Company’s Marks (or any variation or combination thereof) in the Affiliate’s domain name (e.g. Arotrade.com etc.). In the event that Affiliate is in breach of the foregoing provisions, Company reserves the right to render the Tracking URLs assigned to Affiliate inoperative and Affiliate shall have no claims against the Company, its directors, officers, shareholders or employees in respect of such action taken by the Company.
7.1 All Traders shall be considered as customers of Company only.
7.2 The Company shall be the sole and exclusive owner of the database of names and contact information and any other data of all Traders, including Traders identified by a Tracker ID. Affiliate may not contact a Trader. If in the Company’s opinion Affiliate either tries to or does make contact with a Trader without the Company’s written approval, the Company shall be entitled to immediately terminate this Agreement and to withhold all commissions owed to Affiliate at such time.
7.3 In the event that the Affiliate was provided by the Company with written approval to contact or correspond with a Trader, and thereafter the Company deems that such contact or correspondence is against the interests of Company, the Company shall have the right to revoke the approval previously granted, to terminate this Agreement and to withhold all commissions owing to Affiliate at such time.
7.4 Affiliate further agrees that Company may access information from or about visitors to Affiliate’s website, and may use such information for any purpose.
8.1 All Affiliate activities must be professional, proper and in full compliance with applicable laws and the Affiliate will be solely responsible for the content and manner of its activities.
8.2 An Affiliate and its website, to the extent the Affiliate operates through a website, may not be engaged, directly or indirectly, in conduct that the Company, at its sole discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of any of the Site(s) or detrimental to other users of the Site(s), including without limitation, directly or indirectly:
8.2.1. operation of an illegal business, site or subscription email list;
8.2.2. engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Affiliate’s website or in the Affiliate’s subscription emails or offering any illegal good or service through the Affiliate’s website or subscription emails;
8.2.3. operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that does so;
8.2.4. engaging in indiscriminate or unsolicited commercial advertising emails;
8.2.5. placing links to any of the Sites in Spam or Unsolicited Promotions, banner networks, counters, guest books, IRC channels or through similar Internet resources;
8.2.6. causing or enabling any transactions to be made that are not in good faith, including among others by means of any device, program, robot, hidden frames and redirects, and “bogus” traffic (in each case without derogating from other remedies Company may have in law, equity or otherwise);
8.2.7. establishing or causing to be established, without the prior written consent of an authorized officer of Company, any promotion that provides any rewards, points or compensation for and any other activity that Company deems at its sole discretion to be of similar nature, or that allows third parties to place links to the Site(s);
8.2.8. diluting, blurring or tarnishing the value of Trademarks;
8.2.9. unauthorized use of any third party’s intellectual property (including, but not limited to, trademarks) or
8.2.10. offer any trader, whether directly or indirectly, any kind of rake back deal.
The Company shall have the right, in addition to any other right or remedy available to it under this Agreement or Governing or Applicable Law, to render the Tracking URLs assigned to such Affiliate violating this clause 8 as inoperative, and immediately block the Affiliate’s access to the Program, with no compensation to such Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
9.1 In relation to its activities, the Affiliate must at all times comply with any applicable protection of personal data legislation or regulation or rulings of a competent authority.
9.2 Regarding any unsolicited communication in any type of form such as e-mail, telephone calls, facsimile, newsletters, promotions, market updates, text messages etc., related to the Affiliate’s business and the Affiliate’s cooperation with the Company, the Affiliate must ensure that s/he has the person’s consent (Data Object) prior to such communication. Furthermore, the Affiliate should not send any e-mail regarding the Company’s services to any individual or entity that has not requested such information. Furthermore, the Affiliate should expressly state that third parties engaged in business with him/her, may also contact the Data Object directly by giving them, at all times, the option to opt out. The Affiliate should always provide the option to “unsubscribe” within his/hers mass communication to any potential clients s/he approaches regarding the Company’s services. The Affiliate agrees to hold the Company harmless and fully indemnified in the event of breach of this clause and against any claims brought against the Company by a third party.
9.3 Furthermore, any potential client and Trader’s personal data, including but not limited to name, DOB, address, email, all client lists, are Property of the Company and its related entities and the Affiliate should not use or profit out of it outside the purposes and following termination of this Agreement.
9.4 The Company agrees to provide the Affiliate with available reports and statistics (impressions, clicks, click-through rates, conversions and conversion rates) and all related fee and payment information. Any access to data will be provided in an encrypted and non-identified format for payment and statistical purposes only. The Affiliate will have no access to any personal data of the Data Object, i.e. personal data of the Qualified Traders’ and /or potential clients’, as per the Data Protection Rules.
10.1 Each Party acknowledges and agrees that any and all information associated with the other Party’s business and not publicly known, including, but not limited to, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, the Company’s Intellectual Property, addresses and other information regarding customers and prospective customers, product designs, sales, costs, content, marketing and promotional material and other unpublished financial information, business plans and marketing data, is confidential and proprietary information (“Confidential Information “), whether or not marked as confidential or proprietary.
10.2 Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder.
10.3 Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any competent authority or court of proper jurisdiction over the Parties and the subject matter contained in this Agreement.
10.4 Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.
LIMITATION OF LIABILITY
11.1 THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY FOR ANY LOST PROFITS AND/OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER ARISING, INCLUDING NEGLIGENCE), AND INCLUDING WITHOUT LIMITATION AS A RESULT OF THE PRODUCTS, PLATFORMS, THE SERVICES, THE WEBSITE OR SOFTWARE FAILURE, VIRUSES, SYSTEM FAILURE (including, internet connection, electricity power cut, telephone communication failure, high Internet traffic demand, malicious interference / access to Affiliate’s or the Company’s systems, hardware error, mobile applications non-compatibility with our system, including our proprietary or third party system). The Company cannot guarantee that the software and / or the system, that it owns or manages, on behalf of a third party, is uninterrupted and error free or available at all times.
11.2 IN ANY EVENT, THE COMPANY’S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY THE COMPANY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS.
DISCLAIMER OF WARRANTY
12.1 TO THE FULLEST EXTENT PERMITTED UNDER GOVERNING AND ANY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROGRAM, THE SITE(S), LINKS IN THE SITE(S), OR THE SITE(S) BEING ACCESSIBLE OR FREE OF ERRORS, VIRUSES OR SECURITY THREATS.
12.2 WITHOUT LIMITING THE FOREGOING, THE COMPANY FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT ITS SERVICES OR PRODUCTS AND PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION. THE AFFILIATE UNDERSTANDS AND AGREES THAT THE COMPANY’S SERVICES AND PRODUCTS (INCLUDING THE PLATFORM) MAY NOT SATISFY ALL OF THE CLIENTS’ REQUIREMENTS, MAY NOT BE SUITABLE FOR ALL CLIENTS AND MAY NOT BE UNINTERRUPTED, ACCESSIBLE OR ERROR-FREE.
AFFILIATE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SERVICE PROVIDERS AND SUPPLIERS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, COSTS, EXPENSES, INJURIES AND LOSSES, INCLUDING REASONABLE LEGAL’ FEES AND COSTS, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH AFFILIATE’S OPERATIONS OR WEBSITE OR OUT OF ANY DISPUTES BETWEEN AFFILIATE AND ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE SITE(S), THE AFFILIATES ACTIVITY OR TO SERVICES PROVIDED BY COMPANY. COMPANY MAY DEDUCT SUCH AMOUNTS TO INDEMNIFY THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SERVICE PROVIDERS AND SUPPLIERS FOR ANY CLAIMS, ARISING OR RESULTING FROM OR RELATING, THE MATTERS BROUGHT FORTH IN THIS CLAUSE 13 FROM ANY OUTSTANDING AFFILIATE FEE DUE TO THE AFFILIATE AND HELD BY THE COMPANY AND/OR ANY OTHER FUNDS WHATSOEVER DUE TO THE AFFILIATE AND HELD BY THE COMPANY.
DURATION & TERMINATION
14.1 This Agreement will take effect upon the Company’s notification to the Applicant that that s/he has been approved as an Affiliate, and shall continue until terminated in accordance with the terms hereof.
14.2 Company may terminate this Agreement at any time, with or without cause, by giving Affiliate a seven (7) day prior written notice by email (or by posting a notice on the Site(s) by Company if Company terminates this Agreement with all of its Affiliates), except if Affiliate violated any of the terms of this Agreement, in which case termination will be effective immediately. Affiliate may terminate this Agreement at any time, with or without cause, by giving the Company a seven (7) days prior written notice (such written notice may be provided by facsimile or email).
14.3 Upon termination of this Agreement, Affiliate shall no longer be entitled to receive payment with respect to any new Traders; however Company’s obligation to pay Affiliates under the Revenue Sharing Plan the Affiliate Fee, shall survive with respect to Traders identified by a Tracker ID prior to the date of any such termination, for as long as Company receives revenues from such Traders, but no longer than six (6) months following the termination of this Agreement, except if Affiliate violated any of the terms of this Agreement, in which case this Clause 14.3 shall not apply and Affiliate shall no longer be entitled to receive any payments from the Company whatsoever.
14.4 Upon termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from Affiliate’s website, all Company Marks, Marketing Material, Banners and Text Links to the Site(s). Any domain which contains any of Company Marks shall be immediately transferred to Company, at Affiliate’s cost, upon termination of this agreement with Affiliate for whatsoever reason. Affiliate shall pay Company US$500 for each day such domain is not transferred to Company.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, CLAUSES 1, 6, 7, 9, 10,11, 12, 13 AND 14 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT AND THE ENFORCEABILITY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS THEY RELATED TO ACTS AND OMISSIONS DURING THE PERIOD BEFORE SUCH TERMINATION, SHALL SURVIVE SUCH TERMINATION.
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable due to certain unforeseeable events, including but not limited to acts of God, war, governmental decree, natural disasters, power failure, failure in communication lines or other network failure, judgment or legal order, strike, or other circumstances, beyond that Party’s reasonable control, such Party shall be excused from the performance of the services or obligations to the extent that it is prevented, hindered or delayed by such cause. On completion of twenty one (21) consecutive days of non-performance of the services or obligations due to such unforeseeable events, either Party may terminate this Agreement, by giving seven (7) days’ written notice.
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or subsidiary of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Affiliate may be liable to pay taxes arising out of its cooperation with the Company, usually related to the profits the Affiliate makes, depending on the local jurisdictions in which Affiliate is a tax resident in. The Company does not collect any taxes on Affiliate’s behalf. Also, the Company does not provide Affiliate with any tax advice and does not deal with any tax related issues.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
The Agreement and any Appendices shall constitute the whole agreement between the Company and the Affiliate and shall supersede any other written or oral communication. Moreover, any other general or specific order or other document or agreement which has been signed or shall be signed or accepted by the Affiliate, shall be deemed to be incorporated in the Agreement. It is finally provided that if there is, in any other order or any other document or agreement between the Company and the Affiliate, a specific provision contrary to the provisions of this Agreement, such specific provision shall prevail, unless such specific provision is contrary to any provisions of the Governing Law.
22.1 The Agreement may be amended by agreement in writing between the Parties.
22.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, the Company may modify any of the terms of this Agreement at any time, upon its discretion. The Company will upload such amended Agreement on its website, by indicating the date that the amended document will come into effect. The Affiliate undertakes the obligation to visit the website and to read the terms of the Agreement on a regular basis. In case where the Affiliate does not agree with the amended Agreement, it shall notify the Company within seven (7) calendar days as of the date that the amended Agreement comes into effect. Affiliate’s sole remedy if such modification is not acceptable to it, is to terminate this Agreement. If otherwise, the terms of the amended Agreement will apply to the Affiliate.
All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective successors, assigns and legal representatives. The Affiliate shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder to any third party, without the Company’s prior written consent.
For Clients falling under the IFSC regulation this Agreement shall be governed, construed and enforced in accordance with the laws of Belize. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement will be brought exclusively before a court of law in Belize
AFFILIATE ACKNOWLEDGES THAT THE AFFILIATE HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT THE COMPANY MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS AFFILIATION PROGRAM AND HAS HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT LEGAL ADVISOR; AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Appendix A to the Affiliation Agreement
List of Countries where Affiliate may target marketing to citizens or residents
- Affiliate Fee of Category A Fixed Fee Reward CPA Plan: US $200 per Qualified Trader from the following list of countries:
ANTIGUA AND BARBUDA
BOSNIA AND HERZEGOWINA
BRITISH INDIAN OCEAN TERRITORY
CROATIA (local name: Hrvatska)
MOLDOVA, REPUBLIC OF
PAPUA NEW GUINEA
SAINT VINCENT AND THE GRENADINES
TANZANIA, UNITED REPUBLIC OF