PREAMBLE
This Affiliation Agreement (“Agreement”)
is made by and between MARKETS
TRADE MEDIA LTD a limited liability Company registered under the laws of British
Virgin Islands with registration number 1882060 (“the Company”), and You
(“AFFILIATE” or “You”); the natural person or legal entity which applies for
partnership to the MTM 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 MTM Partner Program. Please
read this Agreement completely and carefully before enrolling in the MTM 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 MTM.
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 The amount payable to the
Affiliate in accordance with their
Commission: 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 means any graphics,
pictures, animation, artwork, or text that you
Text Links 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
Markets Trade Media Ltd a limited liability Company registered under the laws
of British Virgin Islands with registration number 1882060;
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://mtmaffiliates.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, “MTM”, including all other related
trademarks as they are locally
and international recognized and protected under
international and local laws;
Trading Platform: 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://mtmaffiliates.com) and the website(s) operated
by the Company’s affiliated entities.
“You, your, and means the individual or entity that accepts these Terms
yours”
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 “MTM” or any other name confusingly similar to “MTM”. 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 business.
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.
3.1
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 above.
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 compliance 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 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.
3.6 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, delay payment 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 absolute 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 held,
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 you
fairly, and to understand your financial objectives and to ensure
that relevant services 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 in 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 MTM’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.
7.1 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.
8.1 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 when 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.
9.1 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 British
Virgin Islands and the competent court for the settlement of any dispute, which
may arise between them, shall be the District Courts of British Virgin Islands.
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.