This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the affiliate network of TradeSmarter (the "Site"), and the establishment of links from your affiliate web site to the Site. This Affiliate Agreement ("Agreement") is made by and between TradeSmarter (TradeSmarter), a BVI company, and [______________] ("Affiliate"), which wishes to register to be a binary options affiliate through the registration page located at affiliates.tradesmarter.com. This Agreement shall govern the terms and conditions pursuant to which the Affiliate shall promote and market the Platform (as defined below).
To begin the enrollment process, you will submit a complete Affiliate Network Application via our website. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").
As an affiliate site ("Affiliate Site"), we will make available to you banner advertisements for our site, button links to our site and/or text links to our site, containing the TradeSmarter logo and identifying words (these links sometimes being referred to herein collectively as "Links", or individually as a "Link"), which, subject to the terms and conditions hereof, you may display on your site in the Territory. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. You shall not alter, modify or expand the links in any way; however, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site, will in no way alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. As an Affiliate Site, you will use your best efforts to (a) promote and market the Sites, and (b) identify for TradeSmarter prospective users, all only in the Territory. In no event shall you engage in any marketing or promotional activity related to the Site or TradeSmarter (including any email marketing) except as provided herein. In the event that you have an "opt in list", we may make a written request to you to send e-mails regarding the offering of our services to the individuals on the opt-in list. All such marketing and promotional activities (including all activities through email) shall be in compliance with all applicable laws, regulations and directives. The definition of Territory under this agreement excludes the following countries: U.S.A., North Korea, Iran, Cuba and Myanmar.
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. However, all Links must be approved by us. We will process orders placed by customers who follow the Links from your site to the Site. We reserve the right to reject orders that do not comply with certain requirements, which we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make un-audited reports, summarizing this sales activity, available to you. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our Site are properly formatted.
We will pay you a commission (the "Commission Rate") up to 35% of Net Profit derived by the Site from the spreads of the Referred Users who traded with us. For the purposes of this Agreement "Net Profit" shall be calculated on a monthly basis and shall mean the aggregate amount received by the Site from Referred Users for the trading or purchase of Options less amounts (i) paid out to such Referred Users by us; (ii) collected by us for sales taxes, duties, credit card fees and similar charges (and not including any portion of payment made through the redemption of gift certificates, coupons or credits). The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate. Net Profits will also be reduced for amounts due to credit card fraud, bad debts, cancellations, bonuses and credits. A commission will only be paid if the visitor to our site is tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system. If the monthly calculation of Net Profit results in a negative amount, such amount shall be deducted from applicable Net Profits in succeeding months.
We will pay you a commission (the "Commission") equal to (1) USD 100 for Referred Users who deposit an amount more than USD 100 but less than USD 500 through the Platform at the Site and (2) USD 200 for Referred Users who deposit USD 500 or more through the Platform at the Site. The Commission shall only be paid for the first deposit of any Referred User through the Platform at the Site. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate. A commission will only be paid if the visitor to our site is tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system.
For a sale to generate a commission the customer must follow the Link from your site to the Site, open an active trading account, deposit funds to the account, and trade binary options using the platform, and remit full payment to us. No amounts will be paid to you by us until a total amount exceeding USD 300 is due to you pursuant to this Agreement.
The following scenarios are presented for the purpose of illustration only and we maintain the sole right to determine when and if a commission payment is due: (i) if a visitor comes to our site once from a link from Site A and then later returns to our site from a link from Site B, all commissions will be paid to Site B; (ii) if a visitor comes to our site from Site A, purchases nothing, and returns 91 days later directly to the Site to purchase Option, no commission will be paid.
We will pay you commissions on a monthly basis. After sending us your monthly invoice, you will get your affiliate commissions approximately 14 days following the end of each calendar month, less any taxes and other amounts that we are required by law to withhold. All payments hereunder are subject to anti-money laundering laws, regulations and internal procedures, and any other applicable laws and regulations. We reserve the right to demand and receive any information required in order to comply with such laws, regulations and procedures prior to making any payments.
You will be given a password and have the ability to enter a password protected site to view your sales statistics. Please note that revenue share statistics will be in a ‘pending’ status until the end of the month, you’ll be able to watch the monthly report at the end of the month
Customers who buy Options through the Affiliate Program will be deemed to be customers of the Site. Accordingly, all Site rules, policies, and operating procedures concerning trading and customer service will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Options sold under the Affiliate Program in accordance with our own pricing policies. Option prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Option.
We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Marks"), solely for the purposes set forth in this Agreement. You may not alter, modify or change the Marks in any way. You are only entitled to use the Marks to the extent you are a member in good standing of the Affiliate Program.
You shall not make any specific use of any Marks for purposes other than selling Options for the Site, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Marks in any manner that is disparaging or that otherwise portrays the Site in an negative light. We reserve all of our rights in the Marks, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Marks.
The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.
You grant us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
This license shall terminate upon the effective date of the expiration or termination of this Agreement.
Additionally, we reserve the right to secure the highest position in pay-per-click and pay-per-position search engines and advertising sites by submitting a bid for URLs, or other search terms considered as trademarks, sales marks, service marks, registered trademarks, or registered URLs (or any variations or abbreviations of same) of the Site and TradeSmarter. At no time shall you submit bids or use other methods that would cause listings for your site to rank higher than the Site’s rankings for trademarks, sales marks, service marks, registered trademarks or registered URLs (or any variations or abbreviations of same) of TradeSmarter or the Site.
You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent.
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.
The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for to terminate this Agreement. Upon such notice, you agree to promptly destroy or return to the Site all artwork pertaining to the Site in your possession or control and you shall immediately remove from your site any or all the Marks, links to the the Site, and all references to the Site and TradeSmarter. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your site becomes subject to the Content Restrictions set forth in Section 1, you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on Net Profits accrued during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
You and TradeSmarter are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, the Affiliate Program, or the Site’s performance of services or of any other obligations relating to the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Options or other items sold through the Affiliate Network (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to the Site, customer and vendor lists relating to the Site, and pricing and sales information for the Site and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement.
You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
You hereby agree to indemnify, defend and hold harmless TradeSmarter, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein or your obligations hereunder; or (iii) or any claim related to your site.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the Republic of Cyprus, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Republic of Cyprus and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TRADESMARTER. BY CLICKING ON THE "JOIN AFFILIATE PROGRAM" BUTTON AT THE END OF THIS AGREEMENT AND ON THE AFFILIATE SIGNUP PAGE YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HERETO.