This Affiliation Agreement (“Agreement”) is made by and between 5StarAffiliates, operated by a
limited liability Company, DM Markets Limited, registered under the laws of the Republic of the
Marshall Islands Business Corporations Act with registration number 106479 (“the Company”),
and You (“AFFILIATE” or “You”); the natural person or legal entity which applies for
partnership to the 5StarAffiliates Partner Program, in accordance with the terms and conditions
set forth herein and agrees with and accepts these terms and conditions and the Company
approves the former’s application for partnership. And furthermore, may both hereinafter be
referred to separately as the “Party” and jointly as the “Parties”.
This agreement sets out the complete terms and conditions to apply for a partnership to the
5StarAffiliates Partner Program. Please read this Agreement completely and carefully before
enrolling in the 5StarAffiliates Partner Program. You must agree with and accept all of the
terms and conditions contained in this Agreement without modifications, which include those
terms and conditions expressly set out below and those incorporated herein by reference,
before you may become a Partner of 5StarAffiliates.
IT IS AGREED:
1. Definitions of terms
Account:
The uniquely assigned account that is created for each Client when he completes an account application via the Website and is approved by the Company;
Affiliate:
Means a legal or natural person that has signed up to direct internet traffic to the website of the Company and/or its affiliated entities and who received confirmation from the Company, in accordance with the terms of this Agreement;
Affiliated entities:
Means any person, a subsidiary of that person or any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company;
Affiliate Commission:
The amount payable to the Affiliate in accordance with their CPA Plan;
Affiliate Portal:
The portal available through the Affiliate Program website through which the Affiliate can access their account;
Agreement:
Means this Agreement between the Company and the Affiliate, which may be amended from time to time;
Banners and Text Links:
means any graphics, pictures, animation, artwork, or text that you can use to hyperlink Traders
CFDs:
means Contract for Differences that we offer to traders under the Account Terms.
Client:
Means a legal or natural person which is a prospective client of the Company or its affiliated entities, after the Company or its affiliated entities, at their sole discretion, successfully undertook an assessment of such person’s knowledge and experience for trading in CFDs or other products the Company may offer, properly identified the client, and has otherwise completed a client on boarding process in accordance with the terms of this Agreement;
Confidential Information:
Means any data or information of either party, including oral, written or electronic data or information including past, present or future research, development or business activities, and including without limitation, any information relating to developments, inventions, processes, plans, trading information and financial information. The Confidential Information shall not include information that is available in the public domain, not as a result of the actions of the receiving party, that was known to and/or developed by the receiving party prior to its receipt from the disclosing party, or that was lawfully received by the receiving party from a third party without obligation of confidence;
Company:
Means DM Markets Limited, registered under the laws of the Republic of the Marshall Islands Business Corporations Act with registration number 106479;
CPA Plan:
Means the fees and/or commissions payable to the Affiliate, as detailed in the Affiliate Portal when the Terms & Conditions of this Agreement are satisfied, and which are subject to change at the Company’s discretion;
Gross Revenue:
means the aggregate Spreads that we receive from each Trader as a result of their activity in the Trading Platform, less any bonuses given to Traders, charge backs or any uncollectible revenue attributed to the Trader.
Intellectual Property Rights:
Means without limitation patents, know-how, trademarks, rights to inventions, copyright and related rights, trade marks, business names and domain names, lists and information on any Clients, information on business or trading practices and remuneration, Client incentive and loyalty schemes, commission or other similar incentive schemes for affiliates and other business partners, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Non-Active Affiliate:
Any Affiliate generating Client(s), directly or indirectly via Parent- Affiliates and/or Sub-Affiliates, who is non-active during any consecutive three (3) month period;
Parent-Affiliates and Sub-Affiliates:
Parent-Affiliates and Sub-Affiliates: Subject to the Company’s prior written approval, an Affiliate may become a Parent-Affiliate and refer any third party who is not and has not been registered as an Affiliate, Sub- Affiliate or Parent-Affiliate. Any Affiliate who is referred by the Parent- Affiliate and was approved by the Company will be considered for that Parent-Affiliate its Sub-Affiliate;
Program:
Means the Company’s Affiliate Program which can be found at http://5StarAffiliates.com/
Sub-Affiliate:
Any person or entity which the Affiliate has referred to this program as a sub-affiliate, and provided such person or entity has approved by the Company or on behalf of the Company by a member of the Company for which the Affiliate and the Company shall determine the Sub- Affiliate Fee as required from time to time;
Sub-Affiliate Fee:
The amount payable to the Sub-Affiliate in accordance with the above clause of Sub-Affiliate;
Referring URL:
Means the URL belonging to the Affiliate which identifies the internet origin (i.e. website) from which the Client was referred/directed;
Tracking URL:
Means the unique URL that is generated when a Client clicks on a Company banner on the Affiliate’s website or online network or any online media approved by the Company. The URL is used by the Company to track the Client who has been directed to the Company’s website by the Affiliate’s website or online network or online media approved by the Company;
Tracker(s) ID:
Means the unique alphanumeric code created automatically by the Company for the purpose of identifying the Affiliate and his/her clients;
Trademark:
Means the Company’s and/or its affiliated entities’ registered Trademarks, “5StarAffiliates”, including all other related trademarks as they are locally and international recognized and protected under international and local laws;
TradingPlatform:
Means the electronic trading facility offered by the Company and/or its affiliated entities (e.g. In-house Platform of the Broker) through which a Client may send information including prices, orders, bids, offers and executions for the purposes of trading with or through the Company or its affiliated entities;
Qualified Trader:
Means a referred Client who meets the conditions set out in this agreement (i.e. trading volume);
Website:
Means the website operated by the Company (http://5StarAffiliates.com) and the website(s) operated by the Company’s affiliated entities.
“You, your, and yours”
means the individual or entity that accepts these Terms
1. Engagement
1.1 During the term of this Agreement, the Affiliate undertakes to use its best efforts to
actively and effectively market and promote the Company and/or its affiliated entities’
website through the Affiliate’s website.
1.2 Subject to the terms and conditions of this Agreement, the Company hereby grants to
the Affiliate and the Affiliate hereby obtains from the Company a non-exclusive, personal,
non-transferable, non-assignable and non-sub-license for the term of this Agreement, to
display the Company and/or its affiliated entities in the Affiliate’s Website solely for the
purpose of promoting and marketing the Company’s services and/or the Trading
Platform. The Affiliate acknowledges and agrees that:
a) he/she/they will use the Company and its affiliated entities’ brands only as
permitted hereunder;
b) he/she/they will use the Company and/or its affiliated entities’ brands in a lawful
manner and in strict compliance with all format(s), guidelines, standards and
other requirements prescribed by the Company;
c) the Company and its affiliated entities’ brands are and shall remain the sole
property of the Company;
d) nothing in this Agreement shall confer in the Affiliate any right of ownership in
the Company’s brands and all use thereof by the Affiliate shall inure to the
benefit of the Company; and
e) the Affiliate shall not, now or in the future, attempt to register any of the
Company Brands and/or domain name and/or contest the validity of any of the
Company Brands or use any term or mark confusingly similar to any of the
Company Brands.
1.3 It is hereby agreed and clarified that the Affiliate shall not be permitted to market the
Company on any Internet website on which the Company promotes the Trading
Platform and/or in any other manner which results in the Affiliate competing with the
Company in relation to the promotion of the Trading Platform. In addition, the Affiliate
shall not carry out search engine marketing of the Trading Platform using the word
“5StarAffiliates” or any other name confusingly similar to “5StarAffiliates”. In the event
that the Affiliate is in breach of the foregoing provisions, the Company reserves the right
to immediately terminate the Agreement pursuant to the terms specified in the relevant
section below.
1.4 The Company shall have the sole and absolute discretion in connection with the
rejection or refusal of any Client to register to and/or trade with the Company.
1.5 Any and all rights not granted under this Agreement to the Affiliate in the Trading
Platform (if any) are expressly reserved by the Company.
2. Affiliate Representation and Warranties
The Affiliate hereby represents, warrants, covenants and agrees to the Company as
follows:
2.1 If the Affiliate is a company or other entity, the Affiliate is duly organised, validly
existing and in good standing under the laws of his jurisdictions.
2.2 There is no action or proceedings pending against the Affiliate or any of its officers or
directors in their capacities as officers and directors of the Affiliate before any Court,
administrative agency or other tribunal which might have a material adverse effect on
its or the Company’ s business or condition, financial or otherwise, or its operation.
No director, officer, key employee or member of the Affiliate’s senior management
has a criminal record or criminal prosecution and/or investigation pending.
2.3 The Affiliate will carry on his operations and business as an independent contractor
and not as an agent or employee or representative of the Company. The Affiliate
cannot use the Company’s logo in any of his correspondence, on any business cards
or on any electronic transmission, etc.
2.4 The Affiliate acknowledges and agrees that he/she is responsible for the payment of
all relevant duties and/or charges and/or taxes arising from the course of his busines
s.
2.5 The Affiliate further acknowledges that he/she is not allowed to use and/or register a
Trademark and/or domain name which is similar in appearance, designation and
notion and/or which could reasonably provide a misleading association with the
business and goodwill of the Company.
2.6 The Affiliate acknowledges that he/she is not allowed to market directly or indirectly
to potential Clients on any website which the Company actively promotes its services
and products and/or in any other manner which results in the Affiliate competing with
the Company in relation to the Company’s website.
2.7 Neither the execution nor the delivery of this Agreement nor the fulfillment of or
compliance with the terms and provisions hereof by the Affiliate shall contravene any
provision of law including, without limitation, any statute, rule, regulation, judgment,
decree, order, franchise or permit applicable to the Affiliate.
2.8 The Company is a lawful owner/lawful licensee of the Intellectual Property Rights in
the Trading Platform and in the Company Brands.
3. CPA Plan
3.1 The Affiliate Commission Structure can be found on Appendix 1.
3.2 The Affiliate shall be entitled to receive fees as detailed in the CPA Plan for
the Affiliate available on the Affiliate Portal, provided the following criteria are met:
a. The Referred Client has been approved by the Company and has opened a
trading account with the Company;
b. The Client traded the agreed number of lots as stated in the Compensation Plan;
c. The Client’s resides in a country from where we accept Affiliate referrals;
d. The Client makes a minimum real money deposit of at least 250 USD based on the
Tier Country (see Appendix 1) into his/her Account;
e. The Client is not already registered as a Client under a different name or through a
different identity;
f. The Client is a Direct Client and is not under any referring Broker relationship;
g. The Affiliate acknowledges that the commissions provided in the CPA plan are
indicative rather than definitive. The Company reserves the right to unilaterally
modify or update the scheme at any time without the Affiliate’s consent;
h. The Affiliate must have completed the age of 18;
i. Neither the Affiliate nor any Related Parties to the Affiliate are eligible for Qualified
Trader status in connection with the Affiliate’s ID
3.3 Payment terms: Any payments and/or fees due to the Affiliate in respect of Qualified
Trader referred by the Affiliate will be calculated on a weekly basis, following the
calendar week during which such fees have been generated subject to clause 5.1 abo
ve. Relevant payments will be made to Affiliates on a weekly or bi-weekly basis, at the
discretion of the Company.
3.4 Method of payment: Any fees will be credited to the Affiliate’s trading account opened
with the Company in accordance with the Company’s Terms of Business.
The Affiliate will be able to request a withdrawal from his trading account to be executed via
bank wire transfer (subject to a USD 1000 minimum or its equivalent in another currency.
Applicable fees may apply).
3.5 Notwithstanding any other provision in this Agreement, the Company may, in its sole
and absolute discretion, withhold, delay or deny payment of the Affiliate Fee in any of
the following events:
a) The Company has reason to suspect that the Affiliate’s activity is not in complianc
e with any applicable laws or regulations regarding digital advertising;
b) If the Affiliate is not cooperating with the Company (i.e responding to email, phone
calls and/or any other means in a timely manner) then the Affiliate’s Profile will be
subject to restrictions;
c) The Company has reason to suspect that the Affiliate’s activity is in breach of this
Agreement;
d) The Affiliate has failed to complete any form as may be required by the Company
or has entered misleading or incorrect information in a form provided by the Affiliate
to the Company;
e) The Affiliate has failed to provide any document as may be demanded by the
Company; and/or
f) 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.
In addition, the Company may in its sole and absolute discretion, withhold, delay or deny
payment of the Affiliate Fee in relation to any Clients where:
a) The Client has created a duplicate profile;
b) The Client has any chargebacks to their account;
The Client’s first-time deposit triggers compensation under the CPA, but the Client
makes a partial withdrawal and only trades on the remaining amount, which would have been
subject to a lower CPA. In such instances the Affiliate will be compensated in accordance with
the lower CPA amount.
The Affiliate hereby irrevocably waives its rights to, and shall indemnify the Company and any
member of the Company for, any claim or demand made against the Company orany member
of the Company, their directors, officers, shareholders, employees or against any Website in
respect of the exercise by the Company of its rights in this clause.
3.6 Non-Active Account: Notwithstanding any other provision in this Agreement, a Non-
Active Affiliate shall not be entitled to receive any Affiliation Fee from the Company,
while his account will be deactivated.
3.7 Holdover for Fraud Traffic:
(a) Notwithstanding any other provision in this Agreement, in the event that any activity
in the Affiliate’s account, or in any account which appears to be controlled or
managed by the Affiliate, is deemed suspicious by the Company in its sole
determination, the Company may, in its sole and absolute discretion, delaypayment
of the Affiliate Fee to the Affiliate for up to one hundred and eighty (180) days in
order to verify the suspicious activity.
(b) In the event that the Company determines that an activity constitutes Fraud Traffic,
the Company shall recalculate or withhold the Affiliate Fee, in its sole and absolute
discretion.
(c) Notwithstanding the terms of this Agreement, if the Company determines that an
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 Website, Account(s), Sub-Affiliate(s) and/or Referred-Affiliate(s) 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, with no compensation to Affiliate. The Affiliate hereby irrevocably waives
its rights to, and shall indemnify the Company and any member of the Company for,
any claim or demand made against the Company or any member of the Company,
their directors, officers, shareholders, employees or against any Website in respect
of the exercise by the Company of its rights in this clause.
3.8 In addition to any other terms and conditions set forth anywhere in this Agreement or
under applicable law, Affiliate shall not be entitled to receive any fees for any Client
or any other type of traffic entitling the Affiliate for payment unless and until the
foregoing has been approved and qualified by the Company. For the removal of any
doubt it is hereby clarified that the Company reserves the right, at its sole and absolue
discretion, to change, modify, add or remove, at any time, any criteria applying to any
of the compensation plans, including without limitation, setting any baseline,
threshold, minimum deposits/earning and/or other requirement(s) for qualifying into
any of the compensation plans and/or for receiving any fees set forth herein.
3.9 The Company reserves the right to alter the CPA Plan at any time. The Affiliate should
always refer to their Affiliate Portal for their current Compensation Plan. For more
details, please contact [email protected]
4. Commission Structure
4.1 Unless otherwise specified, the Affiliate has to send any notice, instruction, request or
other communication in writing by email to [email protected]
4.2 All notices/information provided by the Company or received from the Affiliate should
be in the English language.
5. Notices and Communication
5.1 Unless otherwise specified, the Affiliate has to send any notice, instruction, request or
other communication in writing by email to [email protected].
5.2 All notices/information provided by the Company or received from the Affiliate
should be in the English language.
6. Provision of Information, Data Protection
6.1 The Affiliate shall promptly provide the Company with any information which the
Company may request as evidence for the matters referred to in the Agreement or to
comply with any Applicable Regulations or otherwise, and will notify the Company if
there are any material changes to such information.
6.2 It is the Company’s policy to take all necessary steps to ensure that personal data hel
d, is processed fairly and lawfully in accordance with the Personal Data Law.
6.3 By visiting and/or accessing this website, you consent to us to collect, maintain and
use your personal information as per this policy.
6.4 We will ask you when required for information that personally identifies you (personal
information) or allows us to contact you. Generally, this information is
requested when you apply for a demo or a live account with us as well as participating
in any offer we promote to our existing or potential clients as well as to any visitors
on our websites. The main purposes we use your personal information for to treat yo
u
fairly, and to understand your financial objectives and to ensure that relevant service
s are appropriate to your profile, as well as to provide you with sales and post sales
services.
The personal information that will be collected from you includes:
• personal details you provide to us on applications and other forms,
• financial details such as estimated annual income and net worth and your trading
experience and investment knowledge,
• documents that you provide to us to verify your identity, such as your passport,
utility bills, and/or bank statement or your company incorporation details.
6.5 According to our regulatory regime we generally need to keep your personal
information on record for a period of at least five (5) years, which is calculated after
the execution of the transactions or the termination of the business relationship or i
n the case you wish to terminate your working relationship with us. Subject to that,
when we consider information is no longer needed, we will remove any details that
will identify you or we will securely destroy the records.
6.6 The Affiliate shall provide true and complete information to the Company at all times,
as may be requested by the Company from time to time. The Affiliate acknowledges
that it is aware that prior to receiving any Affiliate’s Commission, the Affiliate must
provide all information as may be requested by the Company, including any
information required pursuant to Applicable Laws. Such information shall include,
but is not limited to, the following:
Individual
a. Proof of Identity and Proof of Residence documents;
b. Date of Birth;
c. Contact Information;
d. Location and nature of activities;
e. VAT registration and/or other tax reference;
f. Bank details for Commission remittances.
Company
a. Registration name;
b. Company’s registration number;
c. Country of registration;
d. Registered office address;
e. Regulatory/Licensing registration number, if applicable;
f. Proof of Identity and Proof of Residence documents for all of the ultimate
beneficial owners;
g. VAT and/or other sales tax reference;
h. Bank details for Commission remittances.
On the occurrence of failure to comply with the above, or in the case that any such documents
appear to be/are digitally edited, the Company reserves the right to consider any Affiliate’s
Commission(s) generated as void and/or terminate the business relationship with the Affiliate
6.7 We will disclose your personal information, without notice when required to do so by
law or in good faith that such action is necessary to: (a) protect our and/or
5StarAffiliates’s rights and/or comply with any court order or judicial proceedings; (b)
avoid any potential fraud; (c) conform to the edicts of the law or comply with a legal
process served on us, or the site; (d) protect and
defend the rights or property of us, and, (e) act in urgent circumstances to protect the
personal safety of users of us, our Websites, or the public.
7. Cookies
7.1 We use cookies to gather information about your access to our website and other
services we provide to you. Cookies are small files of letters and numbers, which use
a unique identification tag and if you agree, are stored on your device as a result of you
using this website or other services we provide to you. These cookies allow us to
distinguish you from other users of our website, which helps us to provide you with a
good experience when you browse our website and also allows us to improve our
website.
7.2 Please click at the relevant point on our web page to confirm that you agree to our use
of cookies on your device.
7.3 Most internet browsers are set up to accept cookies. If you do not wish to receive
cookies, you may be able to change the settings of your browser to refuse all cookies
or to have your computer notify you each time a cookie is sent to it, and thereby give
yourself the choice whether to accept it or not. However, this may impair the quality of
the services that we provide to you in relation to your account.
8. Amendment and Termination
8.1 This Agreement will take effect when the Affiliate indicates its acceptance of this
Agreement and shall continue until terminated in accordance with the terms of this
Agreement.
8.2 This Agreement may be amended from time to time and the Company shall notify the
Affiliate of the relevant amendment or about the updated Agreement either in writing,
or through the Website or Affiliate Portal. Any changes to the Agreement will not apply
to transactions performed prior to the date on which the changes become effective
unless specifically agreed otherwise.
8.3 Either party (Company or Affiliate) can terminate the Agreement by giving five (5)
business days’ written notice to the other party.
8.4 This Agreement will terminate immediately and without notice if:
a) The other party makes an arrangement with its creditors, cannot pay its debts whe
n they fall due, is declared insolvent or bankrupt or has an administrator or receiver
appointed;
b) A petition is filed, a notice is given, a resolution is passed or an order is made for
or in connection with the winding up of the other party;
c) An application is made to court, or an order is made, for the appointment of an
administrator or if a notice of intention to appoint an administrator is given or if an
administrator is appointed over the other party;
d) A person becomes entitled to appoint a receiver over the assets of the other party
or a receiver is appointed over the assets of the other party;
e) The other party suspends or ceases, or threatens to suspend or cease, to carry
on all or a substantial part of its business; or
8.5 Affiliate fails to comply with any applicable law or regulation, or breaches any provision
of this Agreement that the Company deems to be material.
8.6 The Company shall reserve the right to terminate without notice, this Agreement or
any rights of the Affiliate that may fall under the provisions of this Agreement, due to
any malpractice, breach, failure or other significant event, including liquidation or
insolvency, on the part of the Affiliate. Such termination will be at the sole discretion
of the Company.
8.7 The Company has the right to terminate this Agreement in case (i) the Affiliate refers
less than three (3) Clients within a ninety (90) days’ period from the date of concluding
this Agreement
8.8 Upon termination of this Agreement for any reason, the Affiliate will cease the use of,
and remove from the Affiliate’s Website, all the Company’s and its affiliated entities
Marks, Banners and Text Links to the Website within two (2) business days from the
notice of termination.
8.9 Upon termination of this Agreement, the Company warrants to pay the Affiliate any
Commissions due to the latter as set out in this Agreement provided that any such
amount has been generated as a result of the proper fulfilment of the terms of
this Agreement.
9. Governing Language
9.1 This Agreement as well as any additional agreement hereto (both present and future)
are made in English. Any other language translations are provided as a convenience
only. In the case of any inconsistency or discrepancy between the original English
texts and their translation into any other language, the original versions in English
shall prevail.
10. Applicable Laws and Place of Jurisdiction
10.1 This Agreement and all transactional relations between the Affiliate and the Company
are governed by the Laws of the Republic of the Marshall Islands and the competent
court for the settlement of any dispute, which may arise between them, shall be the
District Courts of the Republic of the Marshall Islands.
11. Miscellaneous
11.1 The Company and the Affiliate are independent contractors, and nothing in this
Agreement creates any partnership, joint venture or agency relationship between
them, grants to the Affiliate authority to make any representation on the Company’s
on behalf of or make public any information regarding the Company, or prohibits the
Company or its affiliated entities from operating.
11.2 The Affiliate declares that by accepting this Agreement it consents to, the Company
sending, and it receiving, by means of telephone, SMS or email, communications
containing newsletters, notifications and any other content of a commercial nature
relating to the Website(s) and related services. The consent (whether written or oral)
before sending such communications to the Affiliate, provided that the Company shall
immediately cease to send any such further communications should the Affiliate notify
the Company in writing that the Affiliate no longer wishes to receive such content.
11.3 This Agreement comprises the entire agreement between the Affiliate and the
Company, supersedes all prior oral and written agreements pertaining to this
Agreement’s subject matter, and applies in addition to any other term or condition of
the Website(s), unless expressly provided otherwise in this Agreement or agreed
between the parties in writing.
11.4 The Company or its affiliated entities’ failure to exercise or enforce any right or
provision of this Agreement shall not constitute a waiver of such right or provision.
11.5 This Agreement and the Affiliate’s obligations may not be assigned by the Affiliate,
by operation of law or otherwise. The Company may assign this Agreement to any of
its affiliated entities’ at any time.
11.6 These rights of the parties to terminate, rescind or agree any variables, waiver or
settlement under this Agreement are not subject to the consent of any other person.
11.7 To the extent permitted by the applicable Law:
a) The Company will not be liable for any loss, liability or cost (including
consequential loss) suffered or incurred by the Affiliate as a result of instructions
given, or any other communications being made, via the internet;
b) The Affiliate will be solely responsible for all orders, and the accuracy of all
information, sent via the internet using access codes; and
c) The Company is not liable for any loss or damages that may be caused to any
equipment or software due to any viruses, defects or malfunctions in connection
with the access to, or use of, the Company’s Program.