Finotec- Affiliate Program Agreement

  1. INTRODUCTION

    This Affiliate Agreement (the "Agreement") is made and executed by and between FINOTEC TRADING UK LIMITED (The "Affiliate Program"), and the entity registered to be a " FINOTEC™" Affiliate” (The "Affiliate") on the application page located at http://www.forexcash.com (The "Affiliate Program Site").

    This Agreement sets forth the standard Terms and Conditions that apply to the use of the FINOTEC Affiliate Program, including, but not limited to, the Finotec™ Platform ("Platforms"). Participation in a FINOTEC affiliate program indicates your agreement to abide by these Terms and Conditions. By completing and sending the FINOTEC Affiliate Membership Application Form to us, and/or the downloading of any Creative (as defined below) and placing them on the affiliate site, and/or accepting any reward, bonus or commission from FINOTEC, and/or the affiliate's use of the FINOTEC Affiliate services, the affiliate shall be deemed to have read, understood and agreed to be bound by the terms and conditions set out below.

  2. AFFILIATE MEMBERSHIP REQUIREMENTS AND RESPONSIBILITIES

    In order to become a member of and participate in the Affiliate Program, you are required to meet and maintain the following eligibility criteria. FINOTEC reserves the right to terminate this Agreement and cancel your membership in the Affiliate Program if you fail to comply with these requirements at any time.

    1. Membership
      1. Personal Details: The Affiliate must provide FINOTEC affiliate program with complete, accurate and up to date information when applying to become a member of the Affiliate Program, including its full name, address, email address and any required detail. The Affiliate must not use a false name or address to create the Affiliate account.
      2. Multiple Accounts: The Affiliate is only entitled to set up one (1) Affiliate membership account ("Account") per entity. The Affiliate may use its Account in connection with as many domains and/or websites he owns or otherwise has the right to use. In the event that FINOTEC has reasonable grounds to believe that the Affiliate has set up multiple Accounts, FINOTEC shall terminate all such accounts and withhold payment of any commission or other monies payable to these Accounts.
      3. Age Restrictions: The Affiliate must be at least eighteen (18) years of age to become an Affiliate or otherwise participate in the Affiliate Program.
      4. Authority. The person signing this Agreement on behalf of his or her company represents to Finotec that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold Finotec harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Agreement.
    2. Creative
      1. FINOTEC will provide the Affiliate with access or copies to the marketing and promotional material of FINOTEC, FINOTEC Related Entities and/or the Platforms as reckoned suitable for the Affiliate (the "Creative”). The Creative shall be obtainable from the "marketing tools" section located on the Affiliate Program site. The Creative is presented as is and without guarantee of any kind.
      2. The Affiliate may make use of the Creative on its websites solely for the purpose of marketing FINOTEC, FINOTEC Related Entities and/or the Platforms, until such time as FINOTEC may, upon reasonable prior notice, instruct the Affiliate to cease presenting the Creative.
      3. The Affiliate may not modify, revise, adjust or translate the Creative without FINOTEC's prior written consent. In addition, the Affiliate may not perform an act of removing or altering any trademark, copyright or other proprietary notice or designation, contained in or displayed on any Creative.
      4. Under no circumstances shall the Affiliate engage in any e-mail marketing or promotion with respect to FINOTEC, FINOTEC Related Entities and/or the Platforms, except as explicitly set forth herein. In the event that the Affiliate has an "opt-in" e-mail address list whereby the individuals or entities on the list have expressly chosen to receive e-mails from the Affiliate (an "Opt-in List"), the Affiliate may make a written request to FINOTEC to send e-mails regarding FINOTEC, FINOTEC Related Entities and/or the Platforms to the individuals or entities on the Opt-in List. In the event in which FINOTEC agrees to approve such request, the Affiliate shall abide by all of the applicable laws, rules and regulations including but not limited to, those relating to e-mail marketing and "spamming."
        Without limiting any of the details above, the Affiliate shall (a) not send any e-mails regarding FINOTEC, FINOTEC Related Entities and/or the Platforms: (i) to any individual or entity that has not requested such information; (ii) to any type of "Safe List" (herein defined as a mutually beneficial mailing list of subscribers all agreeing to send and receive information from one another) or through any type of "Safe List" service; or (iii) as part of a confirmation or thank you letter as a result of a posting to a classified advertisement website, and (b) must always include an "unsubscribe" option at the top and bottom of any e-mail regarding FINOTEC, FINOTEC Related Entities and/or the Platforms.
      5. Along with the above-mentioned limitations, the Affiliate shall not (a) engage in any broadcasting, faxing, and/or telemarketing practice referring to FINOTEC, FINOTEC Related Entities and/or the Platforms, (b) engage in any "use of forced traffic" (herein defined as practices such as adding clickable icons next to keywords within text that will lead visitors, if clicked, to a different website, or using pop-up banners hiding a website's own banners, and other similar practices) or engage in any other form of predatory marketing and advertising techniques in any of its business activities relating to FINOTEC, FINOTEC Related Entities and/or the Platforms, (c) make any false, misleading or disparaging representations or statements with respect to FINOTEC, FINOTEC Related Entities or the Platforms or (d) engage in any other practices which may unfavorably affect the prestigious image, credibility or reputation of FINOTEC, FINOTEC Related Entities or the Platforms, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.
      6. Banners and links may not be placed within unsolicited e-mail, unauthorized newsgroup postings, chat rooms or through the use of "bots." 2.2.7 Traffic generated in any illegal manner, as set forth above in sections 2.2.1 to 2.2.6, will not be counted towards commissions payable to the Affiliate in terms of this agreement. FINOTEC will place the Affiliate's account under review and all funds due to the Affiliate will be withheld pending an investigation into the account. Furthermore, FINOTEC reserves the right to terminate this agreement immediately if it comes to our attention that the Affiliate is using spamming as an advertising method, false advertising or participating in any other form of marketing activity which could discredit FINOTEC, FINOTEC Related Entities or the Platforms.
    3. Activities:
      1. 2.3.1 The Affiliate must generate a minimum new client revenue contribution of 1 new active client in a rolling three-month period or FINOTEC will have the option to terminate this Agreement in its entirety.
      2. The Affiliate Web Site shall not, in any way, copy or resemble the look and feel of, or create the impression that it is, part of FINOTEC.
      3. The Affiliate Web Site shall at all times during the Terms of the Agreement comply with the policies identified herein and on the Affiliate Program Site, and shall not engage in any activities in violation of this Agreement, or FINOTEC will be entitled to take actions as described in section 2.2.7.
      4. The Affiliate Web site must not be involved or assist in the conduct of illegal activity of any kind or promote business opportunities or investments which are not permitted under law.
      5. The Affiliate shall execute its obligations in accordance with the industry's highest relevant standards and in accordance with all applicable laws, rules and regulations.
      6. If the Affiliate becomes aware of any information concerning any Leads, Prospective Platforms or Affiliates that might lead to a demand, claim, or liability of or against FINOTEC, FINOTEC Related Entities and/or the Platforms by a third party, the Affiliate shall promptly notify FINOTEC of this information.
      7. FINOTEC reserves the right to monitor the Affiliate Web Sites at any time to determine whether the Affiliate is in compliance with this Agreement.
  3. AFFILIATE FEES

    1. The Affiliate shall establish a mechanism of driving traffic, on a non-exclusive basis, to FINOTEC, FINOTEC Related Entities or the Platforms, commencing on the date of this agreement.
    2. The Affiliate shall provide the traffic at its cost and shall exercise it at its own responsibility, consistent with good business ethics.
    3. The Affiliate fee is based on the affiliate program type ("Program Type") agreed, as set forth in Appendix 1.
    4. FINOTEC, FINOTEC Related Entities or the Platforms may, from time to time, set out prerequisites for registering customers and thereby reserve the right to reject registration of customers and/or close their accounts in the event of non-compliance by customers.
    5. FINOTEC system shall track the Active Clients and provide the Affiliate with online access to a back-office interface to monitor its activities and reports. Payments will only be paid if the customer is tracked by our internal online tracking system from the time the link is initiated on your affiliate webpage to the time of the sale. No payments will be paid for activities and users that cannot be tracked by our internal online system.
      Payments may be reduced for amounts attributable to credit card fraud or any other kind of fraud or transaction being reversed.
    6. Payment for Active Leads shall be collectable and due within ten (10) days after the end of the applicable month, based on a minimum payment amount of $100. If the Affiliate does not reach the minimum amount in a particular month, FINOTEC has the right to withhold payment and forward the earned amount to the next calendar month. Payment may be made by FINOTEC through wire transfer or other means as FINOTEC may desire. FINOTEC reserves the right to modify payment terms and/or Active Lead Fees at any time with reasonable notice to the Affiliate. The payment may be less any applicable taxes and fees that Finotec may be required by law to withhold.
    7. In cases where an Affiliate is also a trader, FINOTEC reserves the right not to pay the Affiliate for its personal accounts.
    8. FINOTEC may reverse any commission paid to the Affiliate, and subtract said commission from future payments to the Affiliate, if FINOTEC receives a charge back on a transaction from any customer referred by the Affiliate.
    9. In the event that FINOTEC deems that a possible fraudulent activity has been executed by the Affiliate or a client client referred by the Affiliate, FINOTEC reserves the right to withhold any commissions which have been generated through this action. If such an occurrence takes place, FINOTEC has full authority to terminate this Agreement in its entirety as well as withhold any commissions due to the Affiliate and/or the trader(s) the Affiliate referred.
    10. FINOTEC reserves the right to change payment terms at any time, for any reason without prior notice.
    11. The Affiliate will be required, from time to time, to positively verify its account with FINOTEC in order to receive payments due to the Affiliate. This is to protect both the Affiliate and FINOTEC from fraud. This verification process will require the submission of documents proving identity and physical address details.
    Finotec also reserves the right to monitor your Web Site at any time to determine whether you are in compliance with this Agreement.
  4. SECOND TIER AFFILIATE FEES

    This section shall apply in the event that the Affiliate has been accepted into FINOTEC's "Second Tier Affiliate Program" (Sub-Affiliate) for the purpose of referring other affiliates. A Sub-Affiliate is defined as a new registered Affiliate that has been directed to the program by a currently active Affiliate.

    1. Besides the Affiliate's activities as described in section 2.3, the Affiliate may also indicate to FINOTEC other prospective FINOTEC affiliates ("Potential Affiliate"), such as operators and/or website owners and/or marketing organizations, under the terms and conditions stated herein.
    2. With respect to each Sub Affiliate (as hereinafter defined), the Affiliate shall be entitled to receive the Sub Affiliate Fees as set forth in Appendix 1 hereto (the "Sub Affiliate Fees"). The Sub Affiliate Fees shall be due and payable within ten (10) days after the end of the applicable month, based on a minimum payment amount of $100. If the Affiliate does not reach the minimum amount in a particular month, FINOTEC has the right to withhold payment and forward the earned amount to the next calendar month. Payment may be made by FINOTEC through wire transfer or other means as FINOTEC may desire.
    3. FINOTEC reserves the right to modify the Sub Affiliate Fees and/or the payment terms at any time upon reasonable advance notice to the Affiliate. As used herein, a "Sub Affiliate" shall mean a Prospective Affiliate that has (a) met all the affiliate membership requirements and responsibilities as described in section 2 above or otherwise, (b) been accepted by FINOTEC, in its sole and absolute discretion, (c) registered as an affiliate on the Registration Page and (d) begun actively promoting FINOTEC, FINOTEC Related Entities or the Platforms within four (4) weeks of such registration.
  5. LIMITED LICENSE TO USE THE FINOTEC AFFILIATE PROMOS

    1. The Affiliate acknowledges and agrees that the FINOTEC companies own the copyright and all other intellectual property rights to FINOTEC, FINOTEC Related Entities or the Platforms and all documentation, software, hardware, devices, equipment, together with all " FINOTEC Property" including, but not limited to trademarks, copyrights, trade secrets and patents, and to the Affiliate Program and all materials provided on the affiliate program site, including but not limited to the Creatives, all statistic and other information about Active Leads, Leads, Sub Affiliates, Prospective Affiliates, to tools, know-how, methodologies, templates, processes, documents, web sites unless otherwise expressly indicated. All rights are reserved by FINOTEC. To the extent, if any, that any FINOTEC Property's ownership does not vest in an automatic way in FINOTEC by reason of this Agreement, or otherwise, the Affiliate hereby attributes and transfers to FINOTEC, upon the creation thereof, all rights, interest and title that the Affiliate may have in and to such FINOTEC Property, including the right by FINOTEC to recover and sue for past, present and future violations thereof.
    2. During the term of this Agreement, FINOTEC grants the Affiliate a non-exclusive, non-transferable, revocable, limited right to access the affiliate program site and those of participating clients through the display of creative materials solely in accordance with the terms of this Agreement, as well as to display the trademarks and names associated with the Platforms (collectively, the “FINOTEC Marks") for the sole purpose of performing the Affiliate's obligations under this Agreement and of linking the affiliate site to a participating site, solely for the purpose of identifying the affiliate site as a participant in a FINOTEC Affiliate Program. The Affiliate agrees and acknowledges that: (a) it will use the Creatives only as authorized hereunder; (b) it will use the Creatives in strict accordance with all legal requirements and with all standards, guidelines, and format(s) requirements specified by FINOTEC; (c) the Creatives are the sole property of FINOTEC and shall remain as such; (d) nothing in this Agreement gives the Affiliate any ownership right on the Creatives and any use thereof by the Affiliate shall be done for the benefit of FINOTEC.
    3. FINOTEC shall grant the Affiliate a non-exclusive right to publish, market and promote FINOTEC, FINOTEC Related Entities or the Platforms logos for the purpose of this Agreement.
    4. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales or employment relationship between FINOTEC and the Affiliate.
    5. The Affiliate hereby represents and warrants that during the term of this Agreement, and for a period of two (2) years thereafter, regardless of the cause of termination, the Affiliate shall not:
      1. Divert, or attempt to divert, any business of, or any customers of FINOTEC, to any other competitive establishment, by direct or indirect inducement or otherwise;
      2. Employ, or seek to employ, any person employed by FINOTEC, or any other person who is at the time operating or employed by or at any other "FINOTEC" business, or otherwise directly or indirectly induce such persons to leave their employment therewith.
        In addition, for a period of two (2) years after the termination of this Agreement, regardless of the cause of termination, the Affiliate shall not, either directly or indirectly, for himself, or on behalf of or in conjunction with any other person, persons, partnership or corporation, own, maintain, engage in, or participate in the operation of any "FINOTEC" type business. In the event of a breach of this provision, the Affiliate shall pay $500,000.00 to FINOTEC for each office plus 20% of the gross sales of each office he is associated with for a two (2) year period.
    6. It is hereby agreed that the Affiliate neither has nor will have any proprietary right, of any kind whatsoever, in any matter whatsoever that relates to the Platforms or Company’s systems and software, directly or indirectly, including in relation to the software, the rights to use the software and the distribution rights, and its only right under this Agreement is the right to market to its clients the service enabling them to perform financial actions in various currencies via the Company’s systems all as set forth in this Agreement. For avoidance of doubt, it is hereby stipulated that all of the proprietary rights in and to the data files and the data itself which may be generated and which result from the client's actions via the Company’s systems, shall vest in the Company alone, and Affiliate hereby waives any and all demands and/or causes of action in this regard.
  6. CONFIDENTIALITY

    1. Each Party hereby undertakes to hold all Confidential Information of the other Party in strictest confidence. In this context, each Party undertakes not to disclose or to convey to anyone else any information relating to the other Party's business.
    2. For the purposes of this Agreement, the term "Confidential Information" shall mean: any written and/or printed material, any material that is stored in any computer program or computer disk of any kind whatsoever, and likewise any copy of any of the aforementioned material, and including ancillary material and further including information, data, plans, software, trade secrets, formulas, marketing methods, client lists, and any other matter or material which include confidential information or which may be used as a source of confidential information - all in connection with any matter pertaining to the business of any Party or arising therefrom or howsoever related thereto.
    3. Each of the Parties hereby represents and warrants that the other Party's Confidential Information belongs solely to, and is the property solely of, said other Party.
  7. TERMINATION

    1. FINOTEC reserves the right to terminate this Agreement at any time it sees fit, with or without reason, the termination taking effect immediately upon notice to the Affiliate.
    2. Upon termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information; (b) The Affiliate shall immediately remove all FINOTEC, FINOTEC Related Entities or the Platforms banner/s from its site and disable any links from the affiliate site to FINOTEC, FINOTEC Related Entities or the Platforms and will be entitled only to unpaid commissions above the $100 payment threshold, if any, earned by the Affiliate on or prior to the date of termination, and (c) all rights granted to Affiliate hereunder will immediately cease.
  8. LIMITATION OF LIABILITY

    FINOTEC shall not be liable for direct, indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the referral program, even if we have been advised of the possibility of such damages. In the event that FINOTEC shall, nevertheless, be regarded liable, the aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the Affiliate under this Agreement. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. FINOTEC’s obligations under this Agreement do not constitute personal obligations of its directors, officers or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.

  9. INDEMNIFICATION

    Affiliate agrees to indemnify, defend and hold harmless the "Indemnified Party" (the "Indemnified Party" being FINOTEC, FINOTEC Related Entities or the Platforms, managers, directors, employees, subcontractors, agents, and officers) with regards to any demand, claim, debt, cause of action, or liability, including reasonable attorneys' fees, to the extent that such action arises out of or is based upon: (a) Affiliate's willful misconduct or gross negligence; or (b) Affiliate's breach of any warranty, covenant, representation, or obligation under this Agreement; (c) any representation, condition, warranty, guarantee or indemnity concerning FINOTEC, FINOTEC Related Entities and/or the Platforms granted by the Affiliate to any Prospective Affiliate, Lead or other third party.

    Notice. In claiming any indemnification hereunder, the Indemnified Party shall give the Affiliate prompt written notice of any claim which the Indemnified Party believes falls within the range of the foregoing paragraphs. If it so chooses, the Indemnified Party may, assist in the defense, at its own expense, provided that the Affiliate shall oversee such defense and all negotiations relating to the settlement of any such claim and further provided that without the Indemnified Party's written consent – which shall not be unreasonably withheld – any settlement aimed at binding the Indemnified Party shall not be final

  10. FORCE MAJEURE

    If by reason of failures of telecommunications, internet service providers, labor disputes, riots, act of God, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions (including, but not limited to the refusal or failure by a government agency to issue a license needed for any performance pursuant to this Agreement, and/or any regulation, law, or embargo preventing the performance contemplated hereafter), or other causes beyond the control of FINOTEC or the Affiliate, FINOTEC is unable to perform in whole or in part its obligations as set forth in this Agreement, then FINOTEC shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make FINOTEC liable to the User. Notwithstanding anything herein to the contrary, the Party whose performance has been hindered, delayed, or prevented by a force majeure event shall however do its best to resume its performance hereunder as soon as reasonably possible and to abate any damages caused by its non-performance hereunder.

  11. GOVERNING LAW

    This Agreement shall be interpreted in accordance with the plain English meaning of its terms, and the construction thereof shall be governed by the laws of England and Wales.

  12. INDEPENDENT CONTRACTORS

    The Parties to this Agreement are independent contractors. Neither Party is a representative, agent, or Related Entity of the other Party. Neither Party shall have any authority, power or right to enter into any agreement or on behalf of or for the other Party, or incur any liability of or obligation, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed with the design to create an agency, association, partnership or joint venture between the Parties or to impose any liability ascribable to such a relationship upon either Party.

  13. NO WAIVER

    The failure of either Party to exercise any right under this Agreement or enforce or promote strict performance by the other Party of any provision of this Agreement shall not be construed as a relinquishment or waiver to any extent of such Party's right to rely upon or assert any such right or provision in that or any other instance; rather, the same shall be and remain in effect and full force. Each waiver shall be described in a written instrument signed by the waiving Party.

  14. MODIFICATIONS AND AMENDMENTS

    Any modification or amendment of any provision of this Agreement shall not be valid unless set forth in a written instrument signed by both Parties.

  15. ASSIGNMENT

    All the terms and provisions of this Agreement shall inure to and be binding upon the benefit of the Parties to this Agreement and to their respective successors, heirs, legal representatives and assigns. The Company may assign any and all of its rights and obligations hereunder to any other company in the Finotec Group. Affiliate may not assign any rights or obligations hereunder to a third party without the express written consent of the Company. In the event that there is a change of control of the Affiliate, Affiliate shall so inform the Company and Company shall have the right, at its discretion, to terminate this Agreement forthwith.

  16. ENTIRE AGREEMENT

    This Agreement, including all Appendixes hereto, constitutes the entire agreement between the affiliate and FINOTEC in connection with the Affiliate Program and supersedes all prior agreements between the parties regarding the subject matter contained herein. Each party shall specifically object to and shall not be bound by any term, condition, or other provision other than those authorized by this Agreement's provisions (whether or not it would materially modify this Agreement) and which is proposed by the other Party in any correspondence or other document, unless the other Party specifically agrees to such provision in writing.

    By marking the "I accept" checkbox, the Affiliate hereby fully agrees with all terms and provisions described in this agreement.

Appendix 1:

Affiliate Fees table:
CPA - Cost per Acquisition
Flat fee, per each ACTIVE CLIENT*
Fixed CPA From To Per Each
Active Clients during the month 1 ++ $100
Escalating CPA   From   To Per Each Additional Client
in the Category
The first new *Active Clients during the month 1 5 $50
For more new *Active Clients during the month 6 10 $75
For more new *Active Clients during the month 11 20 $100
For more new *Active Clients during the month 21 40 $150
For more new *Active Clients during the month 41 ++ $200
Percentage Of Trading Commissions
Percentage of the monthly revenue generated from
ACTIVE CLIENTS
  From   To Share
Revenue generated during the month $0 ++ 10%