Terms and Conditions (‘Agreement’) for Affiliates
Colmex Pro Ltd – Terms and Conditions (‘Agreement’) for Affiliates
The below Terms and Conditions are common for all the interested, potential and existing affiliates. However please note that some agreements might differentiate, subject to Company’s consent and sole discretion.
By clicking the box ‘I agree to the Terms and Conditions’, you denote your consent to the terms state herein and your acceptance to the agreement between Colmex Pro Ltd (“The Company”) and You (‘the Affiliate’).
Affiliate (or Referring Broker and/or Affiliate Marketing Provider): A regulated or non-regulated individual or legal entity that has been approved by the Company and received a Tracked ID linked to the site(s) subject to the Company’s consent and conditions governing the Affiliates. As a requirement the Affiliate should sign the Agreement and the Affiliate Compensation Plan with the Company and complete successfully the necessary process for becoming an Affiliate.
Affiliate’s Compensation Plan: CPA Plan, Revenue Share, CPL Plan, CPD Plan and any other customized affiliate plan as designed and approved by the Company.
Affiliate Fee/Revenue: The amount that the Affiliate is entitled to receive based on the selected rebate program and/or any other compensation/condition agreed between the Company and the Affiliate, subject solely to the Company’s data and calculations. The Company has the right to disclose the details of commission and method for the calculation of the Affiliate Fee to the clients. The settlement of payment can be done to the Affiliate`s rebate account with the Company or as a direct payment to the affiliate’s bank account upon receiving of an invoice.
Affiliate Marketing: The procedure under which an Affiliate earns a commission by promoting, advertising and publishing the Company’s services, activities and products, through its own means (i.e. website).
Affiliate Marketing Provider (for the purposes of this documentation, is referred as ‘Affiliate’): The Affiliate who is engaging in a contractual relation with the Company purely for Affiliate Marketing. The Affiliate Marketing Provider might not have a rebate account with the Company for the settlement of payments. In such a case, the settlement of any payment towards the Affiliate shall be made to the Affiliates’ denominated bank account upon receiving of an invoice.
Affiliate Section: A designated area of the Site(s) in which each the Affiliate is able to review the report, update its profile and other additional functions. The Company reserves the right to add and/or remove any tools from the Affiliate Section at any time, at its sole and absolute discretion and without prior notification.
Banner and Text Link: Any means of animations, media, text, artwork and/or graphics that the Affiliate uses as a promoting material and/or to hyperlink potential clients from Affiliate's website to the Site(s).
Bonus: Any type of reimbursement/benefit provided by the Company as an incentive to existing or potential clients.
Client: For the purposes of this documentation, “client” is defined as a client introduced by the Affiliate unless otherwise stated. By opening an account with the Company, the Client referred to the Company by the Affiliate becomes the Company’s Client.
Client's Account: the special personal account for internal calculation and customer deposits, opened by the Company in the name of the Client (also referred as “Trader”). The Terms and Conditions for the Services Offered by the Company may use the word sub-account, trading account, brokerage account or Client account interchangeably, which all have the same meaning and apply to all such sub-accounts held under the name of the Client.
Company: Colmex Pro Ltd, a Limited liability Company in the business of Financial Services, regulated by the Cyprus Securities and Exchange Commission (license number 123/10) and licensed to provide investment services.
Company Marks: any Trademarks, trade names, service names, Banners and Text Links, marketing material, logos of the Company and of its suppliers/providers placed on the Trading Platforms or otherwise used with respect to the Trading Platforms or the Site(s) owned or operated 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 the “Colmex Pro Limited” and any other mark as may be used by the Company, from time to time.
CPA Plan: Under the CPA Plan (Cost per Acquisition) the Affiliate is entitled to receive the affiliate fee which is calculated in accordance with the number of new clients referred by the Affiliate. Additional details and clarifications are provided on the Affiliate’s compensation plan signed between the Company and the Affiliate. For the purposes of the said compensation plan, new clients are defined as new customers without a prior account with the Company, the new clients must open an account with at least one deposit and must generate a minimum commission of $50 following the deposit. The Affiliate shall not be entitled to receive any Affiliate Fee for any potential client that has not been approved by the Company.
CPD Plan: Under the CPD Plan (Cost per Deposit), the Affiliate is entitled to receive a one time conditional net deposits fee of a certain pre-agreed percentage of the total of all Client’s net deposits.
CPL Plan: Under the CPL Plan (Cost per Lead), the Affiliate is entitled to receive a one-time payment for each qualified unique lead that has been registered with the Company.
Cyprus Securities and Exchange Commission (CySEC): The regulatory authority for Cyprus Investment Firms.
Fraud Traffic: Any traffic, deposits or gross revenue generated illegally or by misconduct at the Site(s) and/or with the intention to mislead the Company, notwithstanding whether the action causes or not, any harm to the Company. Spam, false advertising, deposits made by stolen or unauthorized use of credit cards, system’s manipulation, collusion, any unauthorized use of third party accounts and/or trademarks could be considered as indicative examples of fraud traffic. The list is extensive.
Gross Revenue: The cumulative spreads or commissions actually received solely from each Client’s activity on the Company’s Trading Platform/s, deducted any received bonuses by the Client, charge backs, fraud processing fees or any un-collectable amount attributable to the Client.
Group: The Company and any other subsidiary, sister or holding company.
Marketing Material: Any type of material used by the Affiliate to promote and advertise the activities and services of the Company and the Company as an entity (i.e. banners, text, link and hyperlinks). All of the Affiliate’s marketing material and activity must be approved in advance and in writing by the Company.
Net Deposit: The total amount of deposits made by all clients referred by the Affiliate minus all the clients’ withdrawal amounts in the relevant month. In case where the amount of Net deposits is negative, the Net deposits’ amount will be added to the consecutive month’s Net deposits calculation.
Non- Active Affiliate: any affiliate that refers to the Company less than 12 (twelve) new clients over a period of one year (or twelve consecutive months) from the day that the Affiliate is approved.
Program: The Company's affiliate program is available at www.colmexpro.com
Referred-Affiliate: Any individual or entity which an already existing Affiliate referred to the Program and the Company with the intention to become an Affiliate, subject to Company’s approval.
Report: Information regarding the Affiliate Fees, clients tracking and any other relevant information provided by the Company to the Affiliate in the Affiliate Section.
Revenue Share: Under the Revenue Share plan, the Affiliate is entitled to receive the affiliate fee which is calculated as a percentage of the Gross Revenue generated by all the referred new clients accredited to the Affiliate.
Site(s): www.colmexpro.com and any other website as could be added by the Company or by the Group, in its sole and absolute discretion, from time to time.
Spam or Unsolicited Promotions: Any emails or any other form of communication (i.e. messages sent on mobile phones, messages posted on social media and/or forums, social networks, chat boards etc. ) that are distributed directly or indirectly by the Affiliate, which are addressed to third parties who have not given their prior written consent to receive this type of messages and that might contain misleading information and do not openly identify the source of the sender or the originating IP Address and/or do not give to the recipient the choice to remove himself from the recipients list.
Spread: difference between the buy price (rate) and the sell price (rate) of the Financial Instrument at the same moment.
Sub-Affiliate: Any individual or entity which Affiliate has referred to the Program and to the Company, with the intention to become Sub- Affiliate, subject to Company’s approval. The Affiliate should clearly and in a written form instruct the Company, for which percentage of the denominated Affiliate Fee, the Sub Affiliate is entitled to.
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, used by the Company to track and calculate the Affiliate Services and Fees.
Tracking URL: A unique hyperlink to the Site(s) enabling an Affiliate to refer potential clients to the Site(s), and enables Company to identify which Affiliate has referred each specific client for the purpose of calculating the Affiliate Fee.
Trademarks: All trademarks (registered and unregistered), service marks and logos displayed on the Site(s).
Trader(s): Any user of the Company’s Trading Platforms.
Trading Commission: A fee charged by the Company to the Client, for the services offered in order to facilitate a transaction.
Trading Platform: The Company's technology for online trading.
Qualified Unique Lead: The new lead without a prior account with the Company. A lead with wrong details/no answers/denied filling will be unqualified.
2. Affiliate Program
2.1 The interested Affiliate can register online www.colmexpro.comCompany’s responsible representative will contact the interested party in order to inform them for the required procedure that should be followed. The Company has the right to decline and reject any interested party at its sole discretion. Once the ‘registration procedure’ is completed, the Company will evaluate and assess all the provided information and decide whether the interested party is approved or not to become an Affiliate. If the decision is positive, the Affiliate would need to sign the ‘Affiliate Compensation Plan’ with the Company, which grants to the Affiliate the non-exclusive and non-transferable right to direct potential Clients to the Site(s), subject to the terms and conditions of this Agreement and of the ‘Affiliate Compensation Plan’ consecutively.
2.2 The Company has the absolute right to conduct any other contractual relationship of the same type with other Affiliates. No exclusivity right or privilege is given to the Affiliate.
2.3 For Clients that are not exclusively referred by the Affiliate, no right for claims to any fees generated by those clients is given to the Affiliate.
2.4 Affiliate Compensation Plan
2.4.1 Subject to the applicable regulatory framework and the Company's approval, the applicant can choose the Affiliate Compensation Plan which should not be changed by the Affiliate afterwards. The Company might proceed by changing the Affiliate Compensation Plan, at its sole discretion and at any time by notifying the Affiliate in advance. In case that the Affiliate is objecting to the decision of the Company, it should notify the Company in writing within 3(three) days from the day that the Company’s decision was communicated to the Affiliate, otherwise it shall be deemed as acceptance of the decision. In the event that the either party decides to terminate the Contract, the terms and conditions of this agreement will apply.
2.5 Costs and Expenses. The Affiliate is responsible to bear all the costs and expenses of any nature whatsoever incurred in connection with its contractual relation with the Company. The Company can be held liable only for the Affiliate Fee, unless otherwise agreed between the contracting parties.
3.1 The Affiliate Fee shall be based on the Company’s data and calculations and is subject to the chosen program under which the Affiliate was assigned and/or any other agreement between the Company and the Affiliate.
3.2 The Affiliate Fee will be paid to the Affiliate within 15 days after the end of each calendar month, except if the Company decides otherwise.
3.3 The currency of the payment regarding the Affiliate fees will be made in the currency and method as determined by the Company. Any additional charges (i.e. for wires) will be covered by the Affiliate and deducted from the Affiliate Fee.
IT IS AT THE COMPANY’S SOLE DISCRETION TO CHANGE, AMEND, ADD OR REMOVE ANY CONDITION AND/OR REQUIREMENT REGARDING ANY OF THE COMPENSATION PLANS, AT ANY TIME. THE COMPANY CAN SET NEW LIMITS AND REQUIREMENTS (I.E. MINIMUM DEPOSITS, COMMISSION, THRESHOLD) WHICH WILL APPLY TO ANY AFFILIATE FEE SET ONWARD.
3.4 The Company will have to identify and verify whether a potential client fulfills the criteria of a new client, in accordance with the applicable legal framework and the Company’s internal policies.
3.5 The Affiliate is entitled for the Affiliate Fee only for a period of one year (or 12 months) from the date that the Client was successfully registered with the Company, unless otherwise agreed between the parties.
3.6 A non-active affiliate shall not be entitled to receive any Affiliation Fee from the Company, irrespective of any agreement.
3.7 It is at the Company’s sole discretion to decide whether the payment of the Affiliate Fee will be withheld, rejected or delayed, if any of the following events occurred: a)the Company has reasonable grounds to believe that the Affiliate’s activity is in breach of the agreement and of their contractual obligation; b)the Company has reasonable grounds to believe that the Affiliate’s Activity and Performance is not in compliance with the applicable regulatory framework; c) the Affiliate has failed to provide any document that was requested by the Company; d)the Affiliate has failed to complete the registration process effectively and/or the Affiliate mislead the Company; e) the Company has reasonable grounds to believe that its property and/or rights (i.e. intellectual property rights) have been infringed by the Affiliate and/or its activity.
IT IS HEREBY CLARIFIED THAT THE AFFILIATE IRREVOCABLY WAIVES ANY DEMAND OR CLAIM AGAINST THE COMPANY, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND/OR AGAINST THE COMPANY’S PROPERTY WITH RESPECT TO THE ABOVEMENTIONED.
3.8 In case that the Company identifies or has reasons to believe that the Affiliate is involved in suspicious transactions directly or indirectly through any account that is controlled or managed by the Affiliate with or without the Company's prior knowledge, the Company may delay the payment of the Affiliate for up to 180 (one hundred and eighty) days in order to investigate and verify the issue. If the investigation leads to the conclusion that the alleged activity constitutes Fraud Traffic, the Company will recalculate or withhold the Affiliate Fee accordingly, the final decision is at the Company’s sole discretion.
It is hereby clarified that if the Company considers that the Affiliate is involved directly or indirectly in a deceptive, manipulative, fraudulent or illegal activity which is in any way connected to the Company (i.e. to the Site(s), Clients, Accounts, Bonus), the Company has the right to render the Tracking URLs of the Affiliate inactive and block its access to the Program. In addition to any other measure, remedy and right, the Company has the right to deny any compensation to the Affiliate.
IT IS HEREBY CLARIFIED THAT THE AFFILIATE IRREVOCABLY WAIVES ANY DEMAND OR CLAIM AGAINST THE COMPANY, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND/OR AGAINST THE COMPANY’S ACTION.
3.9 Each Client will be linked through a Tracking URL or in any other way that the Company deems to be necessary, to enable the Affiliate to receive the relevant Affiliate Fee. The Company cannot be held liable for any event and/or failure of the Affiliate to use the Tracking URL.
3.10 Settlement of the Affiliate Fee considers to be completed once the Affiliate accepts the transfer of the payment for each calendar month. In case that the Affiliate wishes to dispute the payable amount or the Reports, the Affiliate should NOT accept the payment and inform in writing the Company within 30 (thirty) days from the end of each calendar month for which the payment was made, otherwise the Affiliate’s right for such a dispute will be deemed waived and no further claims will be made by the Affiliate for such issue.
3.11 The Company does not have any tax obligation towards the Affiliate. Any tax issue, it is at the Affiliate’s sole responsibility to report, pay and fulfill its tax obligations.
4. Additional Terms
4.1 The Affiliate is obliged to provide true, accurate and complete information to the Company at all times. In consideration of the above, the Affiliate shall provide to the Company the following documentation prior to the enactment of the any activity with the Company, otherwise the Company might not be able to proceed. In cases where the Affiliate does not comply with the above, kindly note that the Company might delay settlement of the Affiliate Fee.
Such information shall include, but is not limited to, the following:
4.1.1. For an Individual:
(1) A copy of passport or two other forms of official ID (ID and driving license are recommended). The following must always appear on the copies of the documents obtained: Passport number and/or ID number; Issuing date and country; Applicant’s date of birth; Photo; Validity date (if any),
(2) Contact information,
(3) Proof of Address which could be obtained through a recent (up to 6 months) utility bill issued by an official institution or local authority tax bill, the documentation should bear the full address (including the postal code where available) and name of the applicant as stated in the Passport.
Please note that applicants living in collective communities or very small villages where the address does not contain street and number are required to provide the Company with an extra document proving their residential address.
(4) Bank Details for commission remittances, including: name on bank account, bank account number and sort code or IBAN, Bank name and address.
4.1.2. For a Company:
(1) Certificate of incorporation
(2) Proof of Address which could be obtained through a recent (up to 6 months) utility bill issued by an official institution or local authority tax bill, the documentation should bear the full address (including the postal code where available) and name of the applicant as stated in the Certificate of Incorporation.
(3) Certificate of directors and secretary
(4) Regulatory/ Licensing Documentation (if any)
(5) Documents and data for the verification of the identity of the person(s) that are authorized by the legal person to operate the account and Power of Attorney if the said person is NOT a director of the Company
(6) Bank Details for commission remittances, including: name on bank account, bank account number and sort code or IBAN, Bank name and address.
5. Marketing Material
5.1 With regards and/or in the event of online marketing (marketing through the affiliate’s website), the Affiliate will use its best efforts and shall devote a reasonable amount of its time, personnel and resources to promote and market the Company through its website. The Affiliate shall bear all costs and expenses for such activities unless otherwise determined by the Company, in its sole discretion.
Notwithstanding the Affiliate`s obligations regarding his/her marketing acts, the extent of the marketing activity shall be according to the Company`s discretion.
It is hereby clarified that the Affiliate’s Marketing Material should at all times comply with the herein-mentioned and is always subject to the Company’s Compliance Department prior written approval. The Company has the right to amend and/or reject any form of Marketing Material and of tis content.
5.2 If the Affiliate is found to violate the said provisions, either by using any Marketing Material that was not communicated and approved by the Company or by ignoring the recommendations made by the Compliance Department, the Company has the right to withhold, delay and/or deny the settlement of the Affiliate Fee and in addition to render the specified Affiliate’s Tracking URL inactive, block the Affiliate’s access to the Program. In such a case, the Affiliate will not be entitled for compensation and for any further claim against the Company, the Group, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
5.3 The Affiliate should act in a professional, proper manner and should be always in full compliance with the applicable regulatory framework. It is hereby clarified that the Affiliate is the sole responsible person for the content and method of communicating its marketing material and activities. No responsibility can be imposed on the Company’s side. In cases where an Affiliate operates through website(s), the Company has the absolute right to deny any connection with the Company’s site(s), if it deems to be disadvantageous, illegal and/improper for the Company, its close associates and for the users of the Site(s), including without limitation, directly or indirectly: (a) engaging in any illegal activity of any type, including but not limited to displaying illegitimate content on the Affiliate's website or in the Affiliate's subscription emails or offering any illegitimate/prohibited good or service through the Affiliate's website or subscription emails; (b) operation of a website that contains or promotes content that is libelous, defamatory, offensive, abusive, violent, prejudiced, racist, illegal, pornographic, related to gambling or link to a website that does so; (c) operation of an unlawful business, site or subscription email list; (d) engaging in indiscriminate or spontaneous commercial advertising emails; (e) placing links to any of the Sites in Spam or Unsolicited Promotions, banner networks, counters, guest books, IRC channels or through similar Internet resources; (f) 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); (g) establishing or causing to be established, without the prior written consent of the Company, any promotion that provides any bonus, rewards 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); (h) diluting, blurring or ruining the value of Trademarks; (i) unauthorized use of any third party's intellectual property (including, but not limited to, trademarks) or (j) offer any trader, whether directly or indirectly, any kind of rake back deal.
In such event, the Company has the right to withhold, delay and/or deny the settlement of the Affiliate Fee and in addition to render the specified Affiliate’s Tracking URL inactive, block the Affiliate’s access to the Program and proceed with further legal actions. In such a case, the Affiliate will not be entitled for compensation and for any claim against the Company, the Group, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
5.4 The Affiliate will act as a mediator between the Company and prospective Clients and act as a facilitator for the conclusion of agreement between the Company and prospective Clients for transactions in financial instruments. The Affiliate shall act on the best of its ability and shall be obligated towards the Company for the following:
(a) In case the Affiliate owns or operates a website and wishes to include the Company’s services, he/she must include the following information and functions in his/her website:
Explanatory articles about the world’s financial markets and explanation of the Company’s trading rules.
Any other information, designation and volume that refer to the Company should first be approved by the Company`s Compliance department in writing and then be included in his/her website.
Provide a link from his/her own website to www.colmexpro.com website.
The Affiliate may only use the Colmex Pro logo with the written permission of the Company. In such a case the logo should indicate that it is the property of Colmex Pro and that it is a trade mark of Colmex Pro Ltd, a financial services company.
The Affiliate must not register any domain name in any Country that will include the name “Colmex Pro”, without the Company’s written permission.
(b) Introduce to his/her clients, natural persons or legal entities, the execution service provided by the Company in relation to financial instruments.
(c) Fairly and accurately describe the Company’s business and the services available from the Company to the clients.
(d) Comply with any business related instructions or directions given by the Company in relation to Company’s services.
(e) The Affiliate should regularly check the Company’s website and be informed about the terms and conditions of trading or any other disclosures issued by the Company and become available at the website www.colmexpro.com
(f) Keep accurate written records of all his/her clients’ contacts and meetings and make the same available to the Company for inspection at the Company’s place of business and provide the Company with copies on request.
6.1 In order to participate in the Program, Affiliate must be of 18 years or older.
6.2 It is explicitly stated that the Affiliate shall not target marketing to any persons who is under the age of 18 years old, or under the age of majority in the territory where the Affiliate is operating, if older.
6.3 The Affiliate is able to target marketing to citizens of EU Countries. For any other countries, prior approval of the Company must be sought.
6.4 The Affiliate shall not act as an agent or Appointed Representative of the Company or hold himself/herself out as having any authority to do so or give or accept any commitment guarantee or obligation for or on behalf of the Company.
6.5 During the execution of this Agreement, the Affiliate may receive Confidential and Personal information of the clients’ activities and/or identities. The Affiliate shall not disclose such information gathered without the Company’s written consent. It is understood that the Affiliate shall undertake all necessary steps in order to keep all information regarding the Company and its business confidential. The confidentiality obligations arising under this Agreement, are extended to all employees, associates, agents and/or representatives of the Affiliate and they shall survive the termination of this Agreement.
6.6 The Affiliate agrees that he/she is not authorized to enter into any agreement or obligation for and on behalf of the Company. The Affiliate shall not give any advice or make any recommendation on behalf of the Company.
6.7 The Affiliate shall not during the term of this Agreement and after the termination of this Agreement, either personally or by an agent or in association with any other person or otherwise directly or indirectly canvas, solicit, approach or cause to be canvassed, solicited or approached any client, potential client, employee or service provider of the Company, or take steps which may be likely to interfere with the continuance of services to the Company (or the terms relating to such services) from any service provider or seek to damage the relationship between the Company and any service provider who has provided goods or services to the Company. In such a case, the Company might proceed with further legal actions.
6.8 The Company will have no liability to the Clients referred to the Company by the Affiliate or to the Affiliate for any advice, decision or recommendation given or made by the Affiliate to the above mentioned Clients and the Affiliate will indemnify the Company for any loss or liability arising from any such advice, recommendation or decision or from any delay, default or neglect by the Affiliate in relation to any services he/she provides to the client.
7. Adverse Marketing
7.1 It is hereby clarified that Affiliate shall not be entitled to market to potential Traders (i) on any internet site or social network or search engine on which Group promotes any of the Site(s), (ii)in any other manner which results in the Affiliate's competing with the Group in relation to the promotion of Site(s), including but not limited to the promotion of your website(s) through other Affiliates; (iii) any other online software, application, or other platform enabling online trading similar to and/or competitive with the Trading Platforms; (iv) by using the Company's Marks (or any variation or combination thereof) in the Affiliate's domain name (e.g. “Colmex Pro Ltd”, “Colmex”, “Colmex Pro” etc.), (v) any form of advertisement which promised success, profits, riskless activity and other related promising statements . In any event as mentioned above, the Company has the right to render the Tracking URLs assigned to Affiliate inactive and Affiliate shall have no claims against the Company, the Group, its directors, officers, shareholders or employees in respect of such action taken by the Company.
8. Data, Links, Trademarks and Logos Ownership
8.1 The Data, Links, Trademarks and Logos belong solely to the Company. None should reproduce, copy, or take any action that may damage the Company’s Rights. The Affiliate and/or any of its associates, shall have the right to us any of the Company’s Marks, except if Company’s written consent is priory given.
8.2 For the purposes of displaying to the Affiliates website(s) the Marketing Material provided by the Company and any link redirecting to the Company’s Homepage of the Site(s) and only, the Company grants to Affiliate, a nonexclusive, non-transferable, non-sub licensable limited license to display such material to its Affiliate's website, which has been priory approved by the Company. The Affiliate is not entitled to use any of the Company’s Marks unless written approval by the Company is given in advance.
8.3 All the clients referred by the Affiliate are considered to be Clients of Colmex Pro Ltd only. The Company is the sole and exclusive owner of the Clients’ data (i.e. name, contact information). The Affiliate is bound by the terms of this agreement.
8.4 If the Company perceives that the Affiliate’s communication with the Clients might damage the Company’s right and reputation, the Company has the right to request from the Affiliate to cease any communication and to terminate the Agreement. In such a case, the Company has the additional right to withhold, delay and/or deny the owned Affiliate Fee at such time.
8.5 The Affiliate hereby agrees that the Company might request and access any information regarding the Affiliate, its activities and its website(s) and can use such information as deems appropriate.
9. Limitation of Liability
IN NO EVENT SHALL THE COMPANY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, PROVIDERS AND/OR SUPPLIERS BE HELD LIABLE FOR LOST PROFITS OR DATA, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS/DAMAGES CAUSED BY OR IN CONNECTION WITH THE SITE(S), GROUP'S SERVICES, THE TRADING PLATFORMS, OR THIS DOCUMENTATION HEREIN (HOWEVER ARISING) INCLUDING NEGLIGENCE AND WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OR MALFUNCTION OF ANY SOFTWARE, HARDWARE, COMMUNICATION TECHNOLOGY OR OTHER SYSTEM. IT IS EXPLICITILY STATED THAT THE COMPANY'S LIABILITY, AND THE LIABILITY OF COMPANY'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, PROVIDERS AND/OR SUPPLIERS TO AFFILIATE OR ANY THIRD PARTY (IES) IS IN ANY CIRCUMSTANCE, CONSIDERED TO BE LIMITED TO THE GREATER OF (i) THE AMOUNT OF THE FEES PAID BY COMPANY TO AFFILIATE WITHIN TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) TO ONE HUNDRED US DOLLARS (US$100).
10. Indemnification - No Warrantie
10.1 THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF NON- INFRINGEMENT, 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, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY. THE COMPANY’S SERVICES ARE RENDERED ‘AS-ARE AS-AVALIABLE BASIS’, BASED ON COMPUTER SOFTWARE AND NETWORKS WHICH MAY FAILE WITHOUT ANY RESPONSIBILITY OR LIABILITY ON THE PART OF THE COMPANY.
10.2 The Affiliate hereby declares that agrees to hold harmless, indemnify and defend the Company, the Group, its directors, officers, employees, service providers and suppliers from and against any and all liability, claims, injuries, expenses, costs, losses, including attorneys' fees and costs, arising directly or indirectly from the Affiliate's operations or website or out of any disputes between Affiliate and any other party relating to this Document herein signed by the Affiliate, the Site(S), the Affiliates activity or to the services provided by Company. In case of any claim, dispute concerning the Affiliate and for the reasons mentioned above, the Company is entitled to deduct from the outstanding Affiliate Fee the amount that will be used to defend the Company, the Group, its directors, officers, employees, service providers and suppliers.
THE AFFILIATE HEREBY ACKNOWLEDGES THAT:
(i) THE AFFILIATE HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS.
(ii) THE AFFILIATE UNDERSTANDS THAT THE COMPANY MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT ANY REFERRED CLIENTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS DOCUMENTATION OR OPERATE OR ENGAGE IN ANY CONTRACTUAL OBLIGATION WITH WEBSITES THAT ARE OF A SIMILAR ACTIVITY/TYPE TO OR COMPETE WITH THE AFFILIATE'S WEBSITE.
(iii) THE AFFILIATE HAS INDEPENDENTLY ASSESSED THE INTEREST OF PARTICIPATING IN THIS AFFILIATION PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS DOCUMENTATION AND AS STATED ON THE AFFILIATE COMPENSATION PLAN.
12.1 The Contractual relationship between the Company and the Affiliate is deemed to commence once the Affiliate has successfully complete the registration process and once the documentation herein is signed by the interested parties.
12.2 Upon termination of the agreement, the contractual relationship between the parties is officially ceased to exist.
12.3 For the grounds stated herein;
This Agreement may be terminated:
(a) By either party giving to the other 7 days written notice to that effect.
(b) At any time by the Company without giving any written notice to the Affiliate, in case of one of the following events:
(i) The Affiliate ceases, for any reason, to act in good faith and be responsible towards the Company and in the Company’s opinion becomes incapable to provide such services;
(ii) Any [liquidation], insolvency, receivership or any other process of such effect in any jurisdiction, of or in relation to the Affiliate or his/her assets or the Affiliate ceases to pay debts in the ordinary course of business;
(iii) The Affiliate being in breach of any of the terms, conditions or warranties of this agreement.
It is understood by both parties that such termination shall be without prejudice to any outstanding or accrued obligations of the parties until the day of termination.
Upon termination of this Agreement, the Affiliate will no longer be entitled to receive commission with respect to any new Client. In addition, the Company will provide the Affiliate with the relevant fee (according to the selected Program) for the already existing clients, as long as the Company continues to receive revenues from these clients and for a period of no longer than six (6) months following the termination of this Agreement.
In case that the Affiliate violates any of the terms of this Agreement, the Affiliate will not be entitled to receive any payment from the Company whatsoever.
12.4 Upon termination of the Contractual Relationship of the parties, the Affiliate will not be entitled to use any documents, brochures, call reports and any other material remaining in his/her possession and relating to the Affiliate’s Services. It is also understood and accepted that the Affiliate’s confidentiality shall survive any termination.
It is understood that the Company and the Affiliate are entering into this contractual relationship in free will and nothing in this Agreement creates any partnership, joint venture or agency relationship between them. The Affiliate is not entitled to represent the Company or make public any information relating to the Company. The Affiliate has no right to forbid the Company from establishing contractual relationships with other websites and/or affiliates that might be similar or might be regarded as the Affiliate’s Competitors.
The Company has the right to proceed at any time to amend the terms of this Agreement. The Affiliate will be duly notified of such a change.
Whatever warning or notification or letter based on the present Agreement shall be given in writing and sent by registered post, personal delivery, fax or email to the receiver to the last known address and shall be deemed to be received 72 hours after its mailing in a case of a letter and immediately in all other cases.
This Agreement shall be interpreted and construed according to laws of Cyprus. Any disputes arising out of or in connection with the present Agreement which are not friendly solved by mutual agreement, shall be settled in the Courts of Cyprus.
A party's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. It is agreed by both Parties that in the event that any of the terms and/or conditions of this Agreement, is to be proven contradictive to any Cyprus Laws and/or Regulations, then this term will be immediately null and void without influencing validity of the rest of the Agreement.
The Company has the absolute right to assign this documentation to any party at any time.
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