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Conditions
Before you can proceed with registration,
please accept the terms and conditions below. I. For Affiliates - Please refer to the Affiliate Agreement
II. For Introducing Brokers -
Please refer to the Introducing Broker Agreement - See Below Under Affiliate Agreement
I. AFFILIATE AGREEMENT
Please Read and Print for Future Reference By participating in ReferForex's Affiliate
program, you indicate your agreement to the following terms and conditions by
clicking the "I Agree" button below. Additionally, by accessing and
utilizing any of the ReferForex's Media & Marketing Tools, or by accepting
any reward, bonus or commission from ReferForex, you are deemed to be bound by
all the terms and conditions set forth in this agreement. For purposes of
clarity, the terms "we" and "us" refer to ReferForex and
"you" and "Member" refers to the other party to the
contract formed by the acceptance of these Terms and Conditions. The term
"Merchant" is defined as any company that has utilized or contracted
ReferForex to promote their Site(s) and or products, namely ForexWebTrader and
Finexo. The contract provides you with the non-exclusive right to direct users
("Visitors") from your site or sites to the Merchant's websites, in
return for the payment of commissions and bonuses as specified below. ENROLLMENT To enroll, please read this Agreement in its
entirety and then submit a complete ReferForex Member Account application to us
via our Web site. We will then notify you whether your application was accepted.
Your application will be rejected if we determine, in our sole discretion, that
your site is unsuitable for any reason (including but not limited to, sites
that are under construction, aimed at children, promote sexually explicit
materials, promote violence, promote discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age, promote illegal
activities, or violate intellectual property rights). MEMBER AGREEMENT During the term of this arrangement (which
shall commence when you indicate your acceptance in the manner specified above,
and shall end when either you or we notify the other, by email, of the
termination of this Agreement), you shall display the Marketing Tools provided
by ReferForex on your site (the "Member site") as a hyperlink to
direct Visitors from the Member Site to the Merchant's Sites, using distinct
URLs supplied by ReferForex exclusively for linking (the "Supplied
Banners").
The relationship specified in this Agreement is non-exclusive for both parties;
therefore, the Member shall be entitled to display the banners of, and provide
links to, sites of other companies through the Member site, and ReferForex
shall be entitled to make the Merchant's banners available through online and
other services than the Member site. DELIVERY AND DISPLAY OF BANNERS, COPY, AND
PROMOTIONAL MATERIAL As a Member, you will have access through
ReferForex's site to ReferForex's Marketing Tools including graphic and textual
links ("Links" or, individual, as a "Link".)
ReferForex and the Merchant hereby grants to the Member the non-exclusive,
non-transferable, non-assignable (except as provided below) rights, during the
term of this Agreement, to use (which shall include the right to copy,
transmit, distribute, display and perform both privately and publicly):
ReferForex's and the Merchant's banners, name, site name, and other related
textual and graphic material are made available by ReferForex and/or the
Merchant to the Member for the express purpose of inclusion on the Member's
site from time to time (collectively, the "Merchant's Material") and
for the specific purposes authorized above. ReferForex and the Merchant
authorize the Member to advertise and promote their respective promotional
material. The copywriting of promotions may not be modified nor misrepresented
by the Member.
ReferForex and the Merchant also authorizes the Member to refer, in the
Member's advertising and promotions, to the fact that the ReferForex and
Merchant's sites are accessible through the Member site, provided that any such
statement:
(a) does not include any trademarks, service marks, design marks, symbols
and/or other indicia of origin of ReferForex or the Merchant other than
ReferForex or the Merchant's Site(s) name and/or site names in a
non-distinctive typeface (specifically, not the typeface used in the logo
design of any of ReferForex's or the Merchant's mark);
(b) does not state, suggest, or imply, by the wording or prominence of such
statement or otherwise, that the Merchant sponsors, authorizes, and/or is the
source or origin of the Member site; and
(c) does not disparage ReferForex or the Merchant, its products, services, or
members. All use of the ReferForex or Merchant's Materials hereunder shall
inure to the benefit of the Merchant and shall not create any rights, title or
interest in them for the Member. No other use of the ReferForex or Merchant's
names, trademarks, service marks, design marks, symbols and/or other indicia of
origin or other designations confusingly similar to any of the foregoing may be
made by the Member for any purpose without the prior written approval of
ReferForex or the Merchant.
As between the Merchant and the Member, the Merchant owns, and shall continue
to own exclusively, all right title and interest (including without limitation,
all rights provided under the law of copyright and trademark) in and to the
Merchant's Materials and all names, trademarks, service marks, design marks,
symbols and/or other indicia of origin therein throughout the world and in
perpetuity, subject to the permissions granted in this Agreement. MAINTAINING THE LINKS You agree to fully cooperate with us in order
to establish and maintain the Links between Your Site and the ReferForex Site
or the Merchant's Site(s). The maintenance and updating of Your Site will be
your responsibility. The graphics and/or text associated with the Links to the
ReferForex Site or the Merchant's Sites will be updated periodically and it
will be necessary for you to update the content of Your Site accordingly on a
regular basis. Please be aware that we have the right to monitor Your Site at
any time to determine if you are following the terms and conditions of this
Agreement and to notify you of any changes to Your Site that we feel should be made.
COMMUNICATION TO MEMBERS
By registering to ReferForex you agree to receive a variety of material from
ReferForex. If you choose to opt out of our communications ReferForex and its
Merchants will not be responsible for any damages that may occur from members
opting out of our communications. ANTI SPAM POLICY Spam definition: Spam is the sending of an
electronic message, email or posting to multiple recipients who have not
specifically requested the message and furthermore the message does not comply
with the federal "CAN-SPAM Act of 2003"; regardless of its content. In accordance with the recent “CAN-SPAM Act
of 2003” legislation, ReferForex strictly prohibits members from sending
unsolicited mass emails or spam, whether via email, Usenet or any other form.
Any member using spamming techniques for soliciting referrals will be in
automatic breach of this agreement and will be immediately terminated and
legally pursued for any resulting damages. You may not send out an electronic message on
behalf of ReferForex or any of its partners or merchants without prior written
consent.
You may not make any claims of endorsements by ReferForex or any of its
partners or merchants without their prior consent. In addition if you choose to send bulk or
unsolicited emails you are obligated to provide your potential electronic
message recipients with the following:
(i) A Clear and conspicuous notice that the email is an advertisement or
solicitation.
(ii) A Clear and conspicuous notice of the option to “unsubscribe” to further
commercial email.
(ii) Unsubscribe request must be handled within 10 days of receipt.
(iv) A valid email and physical postal address of the sender.
(v) Header information that is not materially false or misleading. ADVERTISING RULES AND REGULATIONS
Online Advertising must be in conjunction with the applicable laws and
regulations of that jurisdiction. The Merchant's banners shall be displayed at
least as prominently as any other sales link on the Member site, and if the
Member displays or makes accessible to Visitors descriptive information
regarding any vendors whose banners are displayed on the Member site, the
Member shall, subject to ReferForex's prior written approval of the content
thereof, include similar descriptive information regarding the Merchant's
Site(s).
No offline marketing efforts are allowed
unless approved by ReferForex.
PPC campaigns are prohibited on
ForexWebTrader, Finexo and ReferForex keywords, misspellings or derivatives of
these words.
Offline Advertising is prohibited -
unless approved by our affiliate management team before the campaign
exists.
Email Marketing to Opt-in Lists only
must be approved by our affiliate management team before the campaign begins.
GOOD FAITH You will not knowingly benefit from known or
suspected traffic not generated using accepted Internet marketing practices
whether or not it causes ReferForex or the Merchant harm. Should fraudulent
activity, knowingly or otherwise, arise from a person directed to Merchant's
site via your link, we retain the right to retract the commissions paid to you
at any time. Our decision in this regard will be final and no correspondence
will be entered into. We reserve the right to retain all amounts due to you
under this Agreement if we have reasonable cause to believe that such traffic
has been caused with your knowledge. COMMISSION AND REFERRAL BONUS You shall be entitled to a commission as
outlined in the merchant’s terms and conditions. ReferForex does not process
your payments for commissions this is the responsibility of the merchant. You shall be entitled to a commission as
offered by the Merchant in ReferForex.com.
The commission payable to Affiliate will be calculated:
1. According the Commission Structure
chosen on ReferForex.com
(CPA, CPD, CPV, or Hybrid)
Commission definitions:
CPA: $50 for initial
account sizes of $25-$100, $75 for account sizes above $100, must be active
trader with a minimum volume of $100,000 CPD: 10% of deposits
from an active trader CPV: 1 pip from each
trade placed Hybrid: $25 after
initial deposit and 1 pip per trade 2nd Tier: 10% of affiliate commission for referred
affiliate Active Trader: Active traders
are defined as traders who trade a turnover of a thousand times the deposit Pip: The smallest price change between two quotes Commission settlement
Commissions will be calculated as stated on ReferForex.com. Any commissions
payable by FINEXO to Member in accordance with the terms and conditions set out
in this Agreement will be calculated on a pro rata calendar monthly in arrears
basis.
Referred Traders in certain commission structures will need to validate
themselves by establishing themselves as Active Traders. In other
commission structures, traders will not need to validate themselves and
establish themselves as Active Traders in order for the Member to receive
commissions. If applicable, payments of commissions (or future
commissions) will be offset regarding any Charge-backs, Fraud and/or Withdrawal
before trading terms specified in relevant commission structures. Payment
of commissions will take place by the end of month for the previous
month's commissions. Payment of commissions may be made via the methods
offered on the ReferForex.com website.
In the event that you provide ReferForex.com with wrong or incomplete
details regarding your preferred payment method and ReferForex is not able
to transfer the commissions to you, ReferForex does reserve the right
to subtract from the commissions due to you an amount of money to reflect the
required investigation and additional work created by your having provided
incorrect or incomplete details.
ReferForex does reserve the right to off-set an amount of commission to be
paid to you any associated costs related to the transfer of such commission. In
the event that the commission to be paid to you is less than
$50, ReferForex shall not be obligated to make the payment until such
time as the commission is equal to or greater than the Minimum Amount.
ReferForex does reserve the right to review all commissions for possible
Fraud, where such Fraud may be on the part of the referred trader or on
your part. During the time, does reserve the right to withhold
any commission. Any act of Fraud on your part will constitute a
breach of this Agreement, and ReferForex reserves the right to
terminate this Agreement immediately in the event of such breach.
Furthermore, any commissions which have accrued to your benefit at such
time whether such commissions were generated through fraud or
otherwise. ReferForex retains the right to set-off from future commissions
payable to you any amounts already received by you which can be shown to have
been generated by Fraud. You are urged to provide accurate details in regard to
the manner and information relating to your preferred method of receiving
commissions and ReferForex shall not be held liable for your delayed receipt of
commissions due to your provision of inaccurate details
MEMBER REWARD PROGRAMS
To participate, you must be an active Member in good standing with
ReferForex. Members participating in any reward program agree to be bound by
the decisions of ReferForex, which will be final and binding in all respects.
All interpretations of the Rules and decisions by ReferForex are final.
ReferForex reserves the right to terminate any and all Member Rewards programs
for any reason, including, but not limited to, if for any reason the Rewards
Program is not capable of running as planned or if the administration,
security, fairness, integrity, or proper conduct of the Rewards Program is
corrupted or adversely affected, including by reason of infection by computer
virus, bugs, tampering, unauthorized intervention, fraud, technical failures,
or any other causes beyond ReferForex' control. ReferForex reserves the right
to cancel, terminate, modify or withdraw the Reward Program without prior
notice and without liability to the Member.
All taxes, fees, and surcharges, if any, on Rewards are the sole responsibility
of the prizewinner. Acceptance of a prize constitutes permission for ReferForex
and its advertising and promotional agencies to use the recipients name,
photograph and/or likeness for advertising and promoting and publicizing the
services of ReferForex in any medium without compensation, unless otherwise
prohibited by law.
Members release and hold harmless ReferForex and their Merchants and their
respective members, subsidiaries, directors, officers, agents, employees, and
all others associated with the development and execution of the Reward program
from any and all liability with respect to or in any way arising from the
Reward program and the awarding, use or misuse of the prize, including
liability for personal injury or damage to property including any injury or
damage to Member's or any other person's computer.
CONFIDENTIAL INFORMATION
As used herein, "Confidential Information" shall mean all oral or
written information, of whatever kind and in whatever form, relating to past,
present or future products, software, research, development, inventions,
processes, techniques, designs or other technical information and data, and
marketing plans (including such information of third parties that a party
hereto is obligated to hold as confidential), provided that such information
has been reasonably identified as or could be reasonably considered to be
proprietary or confidential, that either party:
(a) may have received prior to the date of this Agreement, whether directly
from the other or indirectly from third parties; or (b) may receive hereunder
from the other.
Each party agrees that, with respect to its receipt of Confidential Information
of the other party, it shall:
(i) use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential
Information of its own that it does not desire to disclose, but in no event
with less than a reasonable degree of care;
(ii) accept such Confidential Information and use such Confidential Information
only for the purposes permitted hereunder; and
(iii) restrict disclosure of Confidential Information solely to those of its
employees and agents who have a need to know and are obligated not to disclose
such Confidential Information to any third parties.
The foregoing restrictions shall not apply to information that:
(a) is or hereafter becomes part of the public domain through no wrongful act,
fault, or negligence on the part of the recipient;
(b) the recipient can reasonably demonstrate is already in its possession and
not subject to an existing agreement of confidentiality;
(c) is received from a third party without restriction and without breach of
this Agreement;
(d) was independently developed by the recipient as evidenced by its records;
and
(e) the recipient is required to disclose pursuant to a valid order of a court
or other governmental body; provided, however, that the recipient shall first
have given notice to the disclosing party and shall give the disclosing party a
reasonable opportunity to interpose an objection or obtain a protective order
requiring that the Confidential Information so disclosed be used only for the
purposes for which the order was issued. The termination of this section 4
shall survive the termination of this Agreement.
LIABILITY
The Member acknowledges that ReferForex does
not advocate or endorse the purchase or the use of any services offered by the
Merchant through the Merchant's sites or through its software, nor does it
guarantee the quality, fitness, or results of any such service or compliance
with any law or regulation. The Merchant represents and warrants that:
(a) The Merchant has the right to enter into this Agreement and to grant the
rights and licenses granted herein; and
(b) The Merchant's software, and the reproduction, distribution, transmission,
public performance and public display of the Merchant's Material in connection
with the Member site, do not:
(i) invade the right of privacy or publicity of any third person; or
(ii) contain any libelous, obscene, indecent or otherwise unlawful material.
The Member represents and warrants that:
a. the Member has the right to enter into this Agreement;
b. the Member site does not, and the reproduction, distribution, transmission,
public performance and public display of the Member Materials as permitted
herein, do not:
(i) invade the right of privacy or publicity of any third person,
(ii) contain any libelous, obscene, indecent or otherwise unlawful material, or
(iii) infringe any patent, copyright or trademark right in any jurisdiction;
and
the Member has received no notice of such invasion, violation or infringement
of rights.
(iv) infringe against any law in the jurisdiction in which they promote the Merchant.
TERM AND
TERMINATION
The term of this Agreement will begin when
you download a banner and link it to our site or the Merchant's Site(s) and
will be continuous unless and until either party notifies the other in writing
that it wishes to terminate the Agreement, in which case this Agreement may be
terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER
PARTY. For purposes of notification of termination, delivery via e-mail is
considered a written and immediate form of notification. Upon termination: You
must remove the ReferForex or Merchant's banner/s from your site and disable
any links from your site to ours and theirs.
a. All rights and licenses given to you in this Agreement shall immediately
terminate.
b. You will be entitled only to those unpaid referral fees, if any, earned by
you on or prior to the date of termination. You will not be entitled to
referral fees occurring after the date of termination.
c. If you have failed to fulfill your obligations and responsibilities, we will
not pay you the referral fees otherwise owing to you on termination.
d. We may withhold your final payment for a reasonable time to ensure that the
correct amount is paid.
e. If we continue to permit activity (generation of revenue) from customers
after termination, this will not constitute a continuation or renewal of this
Agreement or a waiver of termination.
f. You will return to us any confidential information and all copies of it in
your possession, custody and control and will cease all uses of any trade
names, trademarks, service marks, logos and other designations of our
Merchants.
g. You and we will be released from all obligations and liabilities to each
other occurring or arising after the date of such termination, except with
respect to those obligations which by their nature are designed to survive
termination, as set out in this Agreement. Termination will not relieve you
from any liability arising from any breach of this Agreement which occurred
prior to termination.
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT
YOUR SITE IS UNSUITABLE.
ReferForex may from time to time review
affiliates’ participation in the program. ReferForex may choose to cancel an
affiliate’s participation in the program, at its absolute discretion, if it
reasonably believes the affiliate to have behaved in such a manner contrary to
the terms or intent of the program.
Unsuitable sites may include those that: are aimed at children, promote
sexually explicit materials, promote violence, promote discrimination based on
race, sex, religion, nationality, disability, sexual orientation, or age,
promote illegal activities, or violate intellectual property rights.
RISK ALLOCATION
Neither party will be liable to the other party (nor to any person claiming
rights derived from the other party's rights) for incidental, indirect,
consequential, special, punitive or exemplary damages of any kind -- including
lost revenue or profits, loss of business, or loss of data -- arising out of
this Agreement (including without limitation as a result of any breach of any
warranty or other term of this Agreement), regardless of whether the party
liable or allegedly liable was advised, had other reason to know, or in fact
knew of the possibility thereof.
ACKNOWLEDGEMENT OF NO WARRANTY
Except as expressly provided herein, neither party warrants that their
respective websites will perform in the manner expected or without
interruption, error, or defect, or that any revenue to either party will result
from the activities contemplated by this Agreement. Except as expressly set
forth in this agreement, neither party makes any warranties of any kind,
express or implied, including warranties of merchantability or fitness for a
particular purpose or warranties against infringement of any intellectual
property rights not specifically enumerated.
ASSIGNMENT
Except as otherwise provided herein, neither
ReferForex nor the Member may assign this Agreement or any of its rights or
delegate any of its duties under this Agreement, without the prior written
consent of the other. Any purported assignment or delegation without such
required consent shall be null and void.
GOVERNING LAW
This Agreement, its interpretation, performance or any breach thereof, shall
be construed in accordance with, and all questions with respect there to shall
be determined by, the internal substantive laws of the British
Virgin Islands.
SINGLE ACCOUNT
The Member agrees to operate a single Member site with the Merchant's
Site(s). If ReferForex should discover, using information it deems appropriate
in the circumstances, that the Member is operating more than one Member
account, this Agreement shall terminate and the Member will forfeit all rights
to commissions and referral bonuses. Several sites may be registered to the one
account; however, the placement of any site banner on a new site, under the
ReferForex Members Program, MUST be reported by the Member and cleared by the
ReferForex Support Team beforehand, and failure to do so may result in the
termination of the Member's account. The Member will also forfeit all rights to
commissions and referral bonuses.
INDEPENDENT CONTRACTORS
ReferForex and the Member are independent contractors under this Agreement,
and nothing herein shall be construed to create a partnership, joint venture,
or agency relationship between ReferForex and the Member. Neither party has the
authority to enter into Agreements of any kind on behalf of the other party.
DISCLAIMER
It is the Member's responsibility to declare taxes from their Member's
profits, according to their country's regulations.
WAIVER
No waiver of any breach of any provision of this Agreement shall constitute
a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving party.
MODIFICATIONS
ReferForex may modify any of the Terms and Conditions set
forth in this Agreement by posting the modified Terms of Use at:
http://www.referforex.com or at another site it chooses, and by notifying the
Member of the modifications via email notice.
Modifications may include, for example, changes in the scope of available
referral fees, fee schedules, payment procedures and referral program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR
POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
II. INTRODUCING BROKER AGREEMENT - TERMS AND CONDITIONS
This Introducing Broker / Finexo Global Investments Ltd. (owner of ReferForex.com) Agreement. (1) Finexo Global Investments Ltd., Palm Grove House, Road Town, Tortola, British and Virgin Islands (Company No: 1010760) (hereafter ”Finexo”); (2) Registering Introducing Broker (hereafter "IB”) TABLE OF CONTENTS
WHEREAS:
This Agreement sets out the terms upon which IB as Introducing Broker may introduce business to and manage clients from FINEXO and Members of the Finexo Group (Merchants on ReferForex).
NOW IT IS HEREBY AGREED as follows:
1 Definitions – Interpretation of Terms
1.1 In this Agreement, unless the context otherwise requires the following words shall have the following meanings:
a) “Agreement” shall mean this Introducing Broker Agreement / National Client Service Manager Agreement
b) ”Applicant” shall mean any potential Client introduced by IB Applicant who wishes to open an account within the FINEXO group.
c) “Client” shall mean a person introduced by IB for whom FINEXO has opened one or more accounts subject to a Client Agreement.
d) “Client Agreement” shall mean FINEXO’s Trading Agreement and associated documentation in the form from time to time required by FINEXO that may be amended without notice to IB.
e)”Client Data” shall mean the name, address and any other information relating to the Applicant or Client.
f) “Introducing Broker” shall mean an individual person or a legal entity, which according to this Agreement introduces Clients to FINEXO
g) “FINEXO’s Names and Trademarks” shall mean all names, brands and logos owned, registered or used by FINEXO
h) ”ForexWebTrader Platform” shall mean FINEXO’s internet trading system available for accessed at www.forexwebtrader.com;
i) ”Services” shall mean FINEXO’s provision of investment and trading facilities as well as other activities connected to such investment and trading.
1.2 Headings are for ease of reference only and shall not affect the interpretation of the Agreement.
1.3 FINEXO or third parties may have provided IB with a translation of this Agreement. However, in case of discrepancies the English version shall prevail over any other version.
1.4 In the Agreement any reference to an individual person shall include body corporate, unincorporated associations, partnerships and individuals.
1.5 This Agreement covers the relationship between FINEXO and IB as Introducing Broker. Where IB gives instructions to FINEXO on behalf of a Client, the Client Agreement with that Client applies and, in case of conflict, prevails over this Agreement.
1.6 This Agreement covers IB’s right to introduce Clients to theServices offered via ReferForex.com as well as introducing Clients to any other of FINEXO’s Services. This includes the right to implement links to certain of FINEXO’s web-based services including the Trading Demo on a proprietary website run by IB, subject to the written consent of FINEXO as to the specific FINEXO-related content on any such proprietary website.
1.7 IB agrees to actively market the Trading Services and any other of FINEXO’s Services towards potential Clients and to do its outmost to direct all internet based investment and trading activities to FINEXO
1.8 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted. 2 Relationships with Clients
2.1 IB may provide FINEXO promotional material to prospective Clients as well as links to non-restricted areas on FINEXO’s website. IB shall not use (in its original or in any modified form) FINEXO’s Names & Trademarks, advertise FINEXO’s Services, distribute literature describing or advocating the same, pass on any written or verbal advice which FINEXO may give to IB pursuant to any agreement between them or distribute any analytical or research document bearing any view point or recommendation, without the prior written consent of FINEXO shall be given reasonable Notice of any request for such consent. Furthermore, IB shall not make a personal visit or oral communication to prospective Clients or Clients in contravention of marketing laws and regulatory client protection measures.
2.2 FINEXO shall be under no obligation whatsoever to accept as a Client any Applicant introduced by IB. Any Applicant whom FINEXO is minded to accept must be prepared to enter into a Client Agreement.
2.3 IB warrants the authenticity and enforceability of all Client Agreements and application forms, contracts, orders, documents, certificates or signatures relating to Client accounts and transactions from clients he introduces to Finexo.
2.4 It is the intention of the parties that Clients introduced by IB pursuant to this Agreement will be execution-only Clients of FINEXO shall accordingly not be responsible for advising the Client upon the merits o r suitability of any transaction.
2.5 For clients the IB personally introduces to Finexo, It shall be the obligation of IB to ascertain such details of the Client’s personal and financial situation, other investments, investment objectives, risk willingness and the transaction in question as may be appropriate and to give advice to the Client upon the merits of the transaction and its suitability.
2.6 IB shall promptly give all instructions concerning the Client’s account. IB will adhere to all reasonable procedures required by FINEXO for the transmission of orders for execution for the account of the Client. FINEXO may, in its absolute discretion, decline to execute any particular order.
2.7 IB shall not execute trades on behalf of Clients and acknowledges that FINEXO shall not be liable for any loss resulting from execution errors that have or should have been revealed by such comparison unless such error is reported to FINEXO immediately after the execution of any instruction.
2.8 IB shall not accept any money, securities or other property (or extend credit) to margin, guarantee or secure the performance of any contract; all such money, securities or property which is nevertheless received by IB from the Client shall be held on trust and immediately transmitted to FINEXO
3 Exchange of Data
3.1 IB acknowledges that it will be required to provide data concerning Applicants and Clients to FINEXO
3.2 IB agrees to comply (and will procure the compliance of all its respective directors, officers, employees or agents) with all relevant provisions of any local Data Protection Act relating to the Client Data kept or used by IB for the purpose of carrying out its obligations under this Agreement.
3.3 If IB fails to comply with any local Data Protection Act then it shall indemnify FINEXO against any loss or damage sustained or incurred as a result of any breach of the provisions in this clause.
3.4 FINEXO will not exchange with or give IB access to any Client Data other than if expressly accepted by the Client. If such Client Data is exchanged, or IB is otherwise given access to Client Data, cf. section 6.4, IB warrants to comply (and to procure the compliance of all its respective directors, officers, employees or agents) with all relevant provisions of the Data Protection Act including but not limited to securing that such information is not accessible to any third party.
4 Intellectual Property Rights
4.1 IB hereby grants to FINEXO a non-exclusive non-transferable royalty free right for the duration of this Agreement to use the Client Data of those he personally introduced and IB’s name and trademarks for the sole purpose of FINEXO performing its obligation in relation to the Services pursuant to this Agreement.
4.2 FINEXO hereby grants IB a non-exclusive non-transferable royalty free right for the duration of this Agreement to use the FINEXO’s Names and Trademarks for the sole purpose of IB performing its obligation in relation to the Services pursuant to this Agreement and provided that:
a) Each reference to FINEXO’s Names and Trademarks shall be in a form agreed (in writing in advance by FINEXO);
b) Any and all references to FINEXO’s Names and Trademarks by IB shall contain such acknowledgements of FINEXO’s ownership of any and all intellectual property rights to FINEXO’s Names and Trademarks as FINEXO may from time to time reasonably require;
c) IB shall not use any of FINEXO’s Names and Trademarks other than in respect of the Services;
d) IB shall not (save with the prior written consent of FINEXO) use any name or trademark other than IB’s own on or in relation to the Services;
e) IB shall not apply for or obtain registration, including but not limited to trademark and internet domain names, of any of FINEXO’s Names and Trademarks (or any trade or service mark which consists or compromises FINEXO’s Names and Trademarks or any similar word or words or logo or parts hereof) for any goods or services in any country;
f) IB shall not dispute or challenge the validity of, or FINEXO’s rights to, any of FINEXO’s Names and Trademarks as registered or used by FINEXO during the term of this Agreement;
g) IB shall not do or admit others to do anything which may diminish or devalue the reputation, image or prestige of FINEXO or in any way impair any registration of FINEXO’s Names and Trademarks;
h) IB shall at FINEXO’s request, provide all necessary assistance in prosecuting any application for FINEXO’s Names and Trademarks and maintaining any registrations for FINEXO’s Name and Trademarks. FINEXO shall however be under no obligation to prosecute, to grant and/or to maintain any trademark application and/or registration;
i) IB shall comply with regulations and practices in force or used in order to safeguard FINEXO’s rights to FINEXO’s Names and Trademarks and IB shall cooperate fully with FINEXO in protecting such rights;
j) IB shall promptly notify FINEXO of any contest of the validity or abuse of any of FINEXO’s Names and Trademarks that IB becomes aware of.
4.3 IB shall indemnify FINEXO in respect of any and all costs, claims, damages, expenses, losses, demands and liabilities of whatsoever nature suffered or incurred by FINEXO as a result of or in connection with the use of FINEXO’s Names and Trademarks by IB other than in accordance with this Agreement.
4.4 Save as expressly provided in clause 4.2, no license or other permission is granted to IB in respect of FINEXO’s Names and Trademarks.
4.5 IB acknowledges that FINEXO is the owner of all goodwill and any and all intellectual property rights in FINEXO’s Names and Trademarks and that any goodwill arising out of the use of FINEXO’s Names and Trademarks under this Agreement or otherwise shall rest with FINEXO. FINEXO may at any time call for a confirmatory assignment of that goodwill in the form reasonably agreed between the parties and IB must immediately execute it upon the same being in an agreed form.
4.6 IB shall not use any trademark, trade name, logo or other insignia similar to FINEXO’s Names and Trademarks as, or as part of, its corporate or trading name, insignia, or otherwise.
4.7 FINEXO warrants that it is (or its associated companies are) the proprietor of FINEXO’s Names and Trademarks or that it is duly authorized by the proprietor of the same to sub-license them to IB on the terms of this Agreement. Subject to compliance by IB with the provisos hereinafter set out, FINEXO shall indemnify IB against any and all losses, demands, costs, claims, damages, expenses and liabilities of whatsoever nature suffered or incurred by IB arising out of or in connection with any substantiated claim that the use of FINEXO’s Names and Trademarks in accordance with this Agreement infringes the rights of a third party, provided that:
a) IB shall as soon as reasonably practicable after becoming aware of any claim by any person that FINEXO’s Names and Trademarks infringe the rights of any third party (a "Claim") notify FINEXO in writing;
b) IB shall not take any other action with regards to such Claim, other than as stated in a) and necessary actions to comply with regulatory requirements, such as meeting deadlines set by local authorities or courts of law.
c) FINEXO shall in its absolute discretion have sole conduct over the Claim including defense and/or settlement thereof;
d) IB shall provide all reasonable assistance (including copies of documents, provision of information and the use of IB's name in or being joined as a party to proceedings) as FINEXO may from time to time reasonably require in connection with any such Claim.
5 IB’s Obligations
5.1 IB shall adopt such rules, procedures and programs as shall enable IB to perform its duties under this Agreement and shall, upon request, provide FINEXO with full details of the same and permit FINEXO, through an agent or otherwise, to inspect its records and observe its rules, procedures and programs in operation.
5.2 IB further agrees, upon request from FINEXO, to provide access, for the purposes of inspection and examination, to its books of account and records and information on its rules and procedures and any transactions entered into, to any exchange, regulatory or self-regulating authority
5.3 IB shall upon request provide FINEXO with its yearly unaudited financial statements within 90 days following the end of its accounting period (with audited financial statements as soon as they are available). IB shall provide FINEXO with summaries of pending claims or litigation within 5 days of having received notice of such.
5.4 IB shall keep proper records of all Client account information, correspondence, memoranda and orders. All complaints and replies thereto, together with details of any action taken in response thereto, shall be recorded in writing.
5.5 IB agrees to provide such assistance as may reasonably be requested to enable FINEXO to handle any Client complaint.
6 FINEXO’s Obligations
6.1 FINEXO shall, upon accepting instructions and subject to the Client Agreement, duly execute an order in accordance with its instructions. FINEXO shall maintain proper records of all its transactions for Client’s accounts.
6.2 Where FINEXO considers it necessary or desirable, FINEXO may use the services of another broker.
6.3 FINEXO shall prepare and send or make available (electronically or otherwise) to Clients (with a copy to IB if authorized by the Client):
a) Trade confirmations,
b) Yearly statements on reported amounts.
6.4 FINEXO shall provide IB with access to such systems as may be necessary to enable IB to view and/or extract information relating to all trades and other financial data hosted by FINEXO relating to the Services, provided that the Clients have signed necessary documentation to such effect.
6.5 FINEXO will deal with all cash, securities and other property of the Client as directed in writing by the Client or IB if IB is duly authorized by the Client. FINEXO shall have no responsibility in respect of cash, securities or other property held by IB or otherwise not within FINEXO’s physical control.
6.6 FINEXO shall inform IB as soon as possible when it has knowledge that any Client has failed to deposit or maintain proper margin or incurred a deficit balance on any Client account or is otherwise in breach of any obligation to FINEXO in its Client Agreement or any contract entered into there under. FINEXO may amend its Client Agreement with a Client without notice to IB and in accordance with the terms and conditions of its Client Agreement.
7 Indemnity
7.1 IB shall be responsible for and shall, as a primary obligation, indemnify and hold harmless FINEXO, its directors, officers, employees and affiliates, from and against any liabilities, claims, demands, proceedings, costs, damages, expenses (including legal fees) and penalties whatsoever arising out of:
a) a breach by the Client of any of its obligations to FINEXO (including but not limited to any failure to deposit and maintain proper margin or the incurring of a deficit balance or failure to pay a sum or take any action when due) in a situation where IB is executing trades on behalf of the Client;
b) the unauthenticated or unenforceability of any contract entered into with the Client;
c) any failure on IB's part or that of the Client to comply with any applicable law, rule or regulation of the home country; and
d) Any failure on the part of IB to perform any obligation set out in this Agreement or any other agreement between the parties.
7.2 In this context IB shall encompass any employee, agent, associated person or others that have participated in the activities of the IB under this Agreement, whether or not such party has operated under explicit authority to act on behalf of IB.
8 Payments
8.1 During the term of this Agreement, IB shall promptly pay to FINEXO such amounts as are set out in, Clause 7 and Clause 8.5 (if applicable).
8.2 Subject thereto, FINEXO shall pay to IB such amounts as are set out in the Schedule. Such payments shall be made monthly in arrears.
8.3 FINEXO may alter the amounts in the Schedule at any time by:
a) giving written notice to IB, or
b) Making the prevailing Schedule available to IB online.
8.4 If a Client terminates the relationship with IB, or in the event where IB no longer provides support to the Clients (e.g. answers general enquiries, provides financial advice, places orders etc.) with respect to the Services provided by FINEXO, FINEXO shall be entitled to cease payment of any fees to IB in relation to that Client.
8.5 In addition to the sums mentioned in 8.1 and 8.1 above, value added tax or any similar tax or duty shall (if applicable) also be payable.
8.6 Payments under this Agreement shall be due in the currency demanded which shall, in the absence of agreement of the parties, be U.S. Dollars.
8.6a Payments of Commissions will be offset regarding any Charge-backs, Fraud and/or Withdrawal before trading terms specified in shall be also taken into consideration
8.7 IB authorizes FINEXO to disclose to Clients the fact that IB is to receive commission and if requested by the Client the amount thereof.
9 Representations and Warranties
9.1 IB represents and warrants as follows:
a) That it has and will maintain for the term of this Agreement all licenses, recognitions, registrations, permissions, authorizations, exemptions and memberships necessary for the conduct of its business.
b) All of IB's employees, agents and associated persons, to the extent required, have been and will continue to be duly recognized and licensed to participate in the transactions contemplated hereby.
c) IB has power to enter into and perform this Agreement according to its terms and will, upon request, produce to FINEXO such board resolutions, partnership agreements or other documentation that FINEXO may reasonably request.
9.2 FINEXO represents and warrants as follows:
a) That FINEXO has and will for the term of this Agreement retain all recognitions, registrations, permissions, authorizations, exemptions and memberships necessary for the conduct of its business under this Agreement.
b) All of FINEXO’s employees, agents and associated persons, to the extent required, have been and will continue to be duly recognized and licensed to participate in the transactions contemplated hereby.
c) FINEXO has the power to enter into and perform this Agreement according to its terms.
9.3 Each party warrants its compliance, as well as that of its officers, employees and associated persons with all laws, rules and regulations to which that party may be subject including all rules, regulations, guidelines, customs and usages of the various exchanges and clearing organizations on or through which orders for Clients may be executed and of any self-regulating organization to which it may be subject.
10 Confidentiality
10.1 Both parties shall keep confidential all information concerning the other’s business or clients gained as a result of performing this Agreement or any transaction entered into there under (the "Confidential Information"). However, this shall not affect compliance with clause 5.2 or responding to a request for information from any exchange, clearing house or other regulatory or self-regulatory agency.
10.2 FINEXO further agrees that should any other Introducing Brokers, agents or employees of FINEXO seek to introduce business to FINEXO from accounts already introduced by IB, and then FINEXO will consult with IB with regard to such secondary introduction.
10.3 Upon termination of this Agreement the parties shall forthwith cease all use of and shall not thereafter use or disclose the Confidential Information save where FINEXO completes outstanding transactions or undertakes future transactions on behalf of any Client who at the time of termination elects to remain a customer of FINEXO.
10.4 Upon termination of this Agreement the party in possession of Confidential Information shall forthwith return to the party that disclosed the Confidential Information all such information and all copies made of it, or any part of it and all notes, records and other documents relating to the same. References in this clause to copies includes copies in whatever form whether documentary or stored on a computer disc, tape or any other electronic medium that the party in receipt of Confidential Information shall at the other party's request either return the same or permanently delete the same from the medium in which it is stored. If so requested by a party disclosing Confidential Information the other party shall provide written confirmation that the provisions of this clause has been complied with. FINEXO shall be entitled to appoint a relevant third party, e.g. an auditing firm, to make any necessary investigations to confirm that this clause has been complied with.
10.5 Clause 10 shall not prohibit the use or disclosure of information:
a) Which is or becomes public domain without breach of this Agreement by the party receiving Confidential Information;
b) Which after execution of this Agreement is lawfully acquired from any third party who did not directly or indirectly acquire the same subject to any obligations of confidentiality;
c) Which is not of a confidential or trade secret nature;
d) Which is developed by either party independently from and without access to or knowledge of any Confidential Information of the other party;
e) If and to the extent required by law or any relevant regulatory rules, provided that unless not practicable in the circumstances, the party in receipt of Confidential Information shall give the other party as much notice as it reasonably can of such proposed disclosure prior to the same being made.
11 No Agency
11.1 IB is not, and shall not hold itself out to others as being an agent or employee of FINEXO or otherwise empowered to make representations, to contract or to agree variations to any Client Agreement or otherwise on behalf of FINEXO Neither shall this Agreement constitute a partnership or joint venture between the parties.
12 Termination
12.1 FINEXO may, by notice in writing to IB, terminate this Agreement forthwith if any of the following events shall occur:
a) any of IB's representations ceases to be true or if IB is in breach of any term, condition or provision of this Agreement and either the breach cannot be remedied or IB fails to remedy the same within receipt of a Notice requiring it to do so;
b) FINEXO at its sole discretion determines, that IB is not putting reasonable effort into the marketing of the ForexWebTrader Platform and other services or is not bringing in a reasonable amount of business to cover FINEXO’s running costs of maintaining the IB relationship and IB fails to remedy the same within receipt of a notice requiring it to do so;
c) IB, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than as creditors) or shall have a receiver or administrative receiver of all or any of its undertakings or assets appointed, become the subject of an administration order or be deemed by virtue of the Insolvency Act to be unable to pay its debts or, if IB is not a body corporate, any analogous event occurs.
12.2 Either party may terminate this Agreement by giving to the other party 30 days Notice of termination.
12.3 IB shall promptly notify all Clients who inquire that the relationship between FINEXO and IB has been terminated with the consensus of Finexo.
12.4 When this Agreement is terminated any documents issued by the Clients granting power of attorney to IB and/or authorizing payments of fees to IB are void.
12.5 Termination shall be without prejudice to any rights which accrued before termination save that, subject to continuing loyal support of the existing Client relationships:
a) IB shall be entitled to receive any fees in accordance with clause 8 above, which have accrued and are due payable to it as at the termination of this Agreement; and
b) FINEXO shall continue to pay to IB for a further period of 12 months from the date of the termination of this Agreement, fees calculated in accordance with clause 8 above in respect of persons who are Clients as at the termination of this Agreement. Thereafter FINEXO shall be under no further liability to pay any fees to IB. In addition to the right FINEXO has according to clause 8.3, FINEXO shall be specifically entitled to reduce the fees in a situation where IB due to termination of this Agreement no longer provides support to the Clients (e.g. answers general enquiries, provides financial advice, places orders etc.) with respect to the Services provided by FINEXO
12.6 Without prejudice to any other clauses, which might endure, clauses 1 (excl. 1.7), 2.7, 5.4, 5.2, 5.5, 4.3 to 4.6, 6.1, 7 (in respect of transactions entered into prior to termination), 10, 11, 12.5, 12.6 and 13 to 15 shall survive termination of this Agreement.
13 Notices
13.1 Any notices (“Notice”) under this Agreement shall be in writing and shall be deemed to be effectively given or made:
a) on delivery to a party, if delivered personally;
b) one day after being deposited in the post by pre-paid first class registered mail (or three days after being deposited in the post by airmail);
c) on receipt of correct answerback confirmation, if transmitted by telefax; or
d) when sent by e-mail.
13.2 Any such notice shall be given or made to the address, e-mail address or telefax number above and/or such other address, e-mail address or telefax number as may have been notified for the purposes of this clause to the other party, provided that in the case of service of process by FINEXO upon IB, notice shall be deemed validly served or given if given to IB's representative.
14 Miscellaneous
14.1 Failure by FINEXO to require strict compliance with any provision of this Agreement shall not constitute a waiver of FINEXO’s rights upon that or any other occasion.
14.2 The invalidity or unenforceability of any part of this Agreement shall not prejudice the validity or enforceability of any other part.
14.3 This Agreement is personal and is not assignable otherwise than by FINEXO
14.4 Variations to this Agreement shall be made in writing and signed by both parties, unless covered by section 8.3.
14.5 This is the entire Agreement of the parties and replaces any previous Agreements or discussions.
14.6 This Agreement shall take effect, when signed by both parties, unless another date is specifically stipulated.
15 Governing Law and Jurisdiction
15.1 This Agreement shall be governed by and construed in accordance with international law.
15.2 The parties hereby irrevocably submit to the jurisdiction of the international courts. This shall not prevent FINEXO instituting proceedings in any other jurisdiction, whether concurrently or not. SCHEDULE Payments from FINEXO to IB
Foreign Exchange Spot The commission payable to IB will be calculated:
1. According the Commission Structure chosen on ReferForex.com
(CPA, CPD, CPV or Hybrid) Commission settlement
Commissions will be calculated as stated on ReferForex.com Any commissions payable by FINEXO to IB in accordance with the terms and conditions set out in this Agreement will be calculated on a pro rata calendar monthly in arrears basis and settled during the month.
Charge-backs, Fraud offset commissions (or future commissions), Withdrawals before the minimum trading volume has verified the client (1000x deposit) will offset commissions (or future commissions).
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