Perjanjian Rakan Kongsi
1.1 This Partner Program Agreement (hereinafter referred to as the “Agreement” or “Contract”) is entered by and between 360 Degrees Markets Ltd, registered in the Seychelles with registration number 8421720- 1, licensed and regulated by the Financial Services Authority Seychelles (FSA) under License number SD019, (hereinafter referred to as the “360 Degrees Markets Ltd” or “Company” or “The Company”) operating under the website www.fxgt.com (hereinafter referred to as “the Company’s Website”) and the individual who has completed the Application to become a Partner (hereinafter referred to as “the Partner”) (collectively the “Parties” and each a “Party”).
1.2 This Agreement governs the contractual relationship between the Partner and the Company, by which the Partner can, subject to the present terms and conditions, be remunerated for introducing Qualified Traders to the Company by promoting the Company’s Products and Services.
1.3 The Partner is engaged in the business of soliciting Clients in respect of financial services transactions and agrees to act as a mediator between the Company and his/her Clients for the purposes of carrying out all the necessary preparatory work for the conclusion of an agreement between the Company and a Client.
1.4 The Partner, if required under applicable laws and regulations, is solely responsible to ensure that he/she is registered as an Introducer, or in some other capacity which authorizes the Introducer to undertake and provide to the Company the services contemplated under this Agreement.
2. Interpretation of Terms
2.1 For the purposes of the present Agreement, the following terms shall be interpreted as follows:
“Active Client” shall mean any Client who: (i) has been a Qualified Trader as per the provisions of this Agreement and (ii) opened, closed a position or hold an open position of at least 1 (one) trade within the last 30 (thirty) consecutive calendar days period.
“Account(s)” shall mean any trading account the Trader runs with the Company.
“Partner” shall mean whether an individual or a company, acting in the course of business and engaged in advertising and marketing activities (promotion of the Company brand online or offline, use of the Company’s Website as a portal for displaying promotional and advertising content, hosting of marketing material and direction of the web-traffic to the Company’s Website, increase of the online profile of the Company through search engine optimization and performance of any other similar (with the above mentioned) activity who may, at any time under the terms of this Agreement, introduce prospective Clients/Qualifying Traders to the Company for transactions in CFDs such as Foreign Exchange, Equity Indices, Commodities, futures, Cryptocurrencies and other products as those defined in the Company’s Website.
“Partner Portal” shall mean the secure account Partner interface area (or backend) on the Company’s Website where all Partners login in order to view all their data, get Partner links, view statistics, complete/update their payment profile and access promotional tools.
“Partner Link” shall mean the unique link and/or personalized ID which is used to identify Partner activities and introduced Qualifying Traders
“Agreement” or “Contract” shall mean this Partner Program Agreement.
“Client” shall mean any person, whether an individual and/or a company who has been or is been introduced by the Partner to the Company and with whom the Company enters into a Client Agreement.
“Compensation” shall have the meaning of section 6 herein and the compensation, charges and other rates applicable to this Agreement, determined and expressed herein.
“Force Majeure Event” shall have the meaning as set out in Clause 14 herein.
“360 Degrees Markets Ltd” or “Company” or “The Company” shall mean 360 Degrees Markets Ltd (regulated by the Financial Services Authority Seychelles (FSA)), operating under the Website www.fxgt.com .
“The Company’s Website” shall mean the 360 Degrees Markets Ltd’ website www.fxgt.com.
“The Company Products and Services” shall mean all and any trading financial instruments offered by the Company, including but not limited to CFDs in forex currencies, cryptocurrencies, indexes and commodities as these are available on the Company’s Website.
“One-minute Review” shall mean the review and calculation performed by the Company on a one minutes basis in order to determine Partners’ compensation.
“Intellectual Property Rights” shall mean patents, rights on inventions, copyrights and related rights, moral rights, trademarks, trade names and domain names, website content, rights in design, and computer software, database right and other similar or equivalent rights whether registered or not.
“Links” shall mean any hypertext links (either a banner or text link) obtained from the Partner Portal or any other means used to identify Partner activities, including introduced by the Partner Qualified and/or Active Traders.
“Qualified Trader” shall mean any Trader who made at least one deposit into his/her trading account and opened/closed or holds of at least 1 (one) trade within the last 30 (thirty) consecutive calendar days period.
“Non-Qualified Trader” shall mean any Trader who is not a Qualified Trader.
“Operative Agreements” shall mean the agreements entered into by the Client and the Company that govern all trading activity of the Client with the Company. Operative Agreements consist of the Client Agreement (Terms and Conditions), Policies and Terms of Business, as these may be found in the Account Opening section and the website fxgt.com and may be amended from time to time.
“Promotional Material” shall mean promotional, advertising, communication and educational materials that relates to the Company, its products and services or relates to the introduction of a Prospective Client or Transaction in an Existing Client’s trading account, and were provided to an Introducer on the Company’s Website for the purpose of the present Agreement or made by an Introducer based on prior Company’s or the Company Broker’s consent. Promotional materials include, but is not limited to, published written texts, images, SMS, training materials, logos, banners, promo links, trade names, trademarks, including, without limitation any promotional marketing giveaways and/or similar.
“Prospective Client” shall mean any person, whether an individual or a company who has been or is been introduced by the Partner to the Company.
“Qualifying Period” shall mean a 30 (thirty) consecutive calendar days period, starting from the day of a Qualifying Trader’s first deposit in the Trader’s Account(s).
“Trader” shall mean an individual or a company, acting under the relevant capacity as a Client, who has registered through an Partner link, completed the Company’s registration procedure, has been approved by the Company, has funded their Trader’s account and performed trading activity (i.e. opened, closed or holds a position of at least 1 trade within the Qualifying Period.
“Company Partner” shall mean an individual or a company, that was granted the authority by the Company to act on its behalf.
“Written Notice” shall have the meaning set out in Clause 7 of this Agreement.
3.1 1 This Agreement shall bind the Partner and the Company on the day of approval of the Partner by the Company and shall continue unless and/or until terminated according to Clause 8 below herein.
4. Partner’s Participation Conditions
4.1 In order for a Partner to be considered by the Company for participation in the Partner Program, the Partner must:
- complete and submit the online application/questionnaire and read and accept online the present Agreement.
- provide sufficient proof of identity documentation(s) such as government-issued proof of identity document i.e. passport, national identity card, or driving license, and proof of residential address prior to be accepted as a Partner.
If the Partner is a company or a legal entity, must provide
a) Copy of Certificate of Incorporation;
b) Certificate of good standing or other proof of registered address of the company;
Proof of identity and proof of address of directors;
d) Proof of identity and proof of address of other authorised representatives in case he/she will deal with the Company on behalf of the entity and
e) Proof of identity and proof of address of all ultimate beneficial owner/shareholders (25% or more) prior to be accepted as a Partner.
5. Partner Agreement
5.1 The Partner as an individual hereto represents that he or she has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform his or her obligations under this Agreement without the approval or consent of any other party. If the Partner is a company then the person agreeing to this Agreement on behalf of that company hereby represents and warrants that he or she is authorized and lawfully able to bind that company to this Agreement and that the company has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement without the approval or consent of any other third party.
5.2The Partner represents and warrants that it is qualified under any applicable regulatory requirements to offer to the Company, the products and services mentioned in this Agreement, and that all actions that will be performed by the Partner will comply with the applicable Laws and /or Regulations and/or Directives. The Partner hereby acknowledges that is solely responsible for being updated on all matters that are related to the applicable Regulations, Laws and Directives.
5.3The Company shall evaluate the Partner’s application in good faith and shall notify the Partner of the Company’s acceptance or rejection in a timely manner. If the Partner’s application is rejected, for any reason, the Partner may re apply only once the Partner has rectified the issues which lead to such rejection.
5.4 Once the Partner registers, provides contact e-mail address and creates password, the Partner shall be granted access to the secure Partner Portal. From this Partner Portal the Partner shall be able to access information with regards to the Partner’s performance and commissions.
5.5 It should be noted that in case a Partner registers a Client’s and Partner’s account with the Company, then the same email address should be used for registration of both accounts. In case where a Client’s and Partner’s account are registered with two different email addresses, the Company reserves the right to close the second account created and request by the Client or Partner as the case maybe to open a new account under the same email address.
5.6 The Company shall exercise due skill, care and diligence when entering into, managing or terminating any arrangement with a Partner and may provide the Partners with an appropriate and effective training in relation to the Services provided under this Agreement and the Partners shall be obliged to follow as per the Agreement.
5.7 The Partner must provide true and complete information to the Company, as these may be requested from time to time, about the Partner and/or Partner’s activities, blog, website, social media profile and any other information directly and/or indirectly related to the terms of the present Agreement and notify the Company promptly in case of any changes.
5.8 The Partner upon the commencement of this Agreement, must provide immediately to the Company sufficient proof of ownership of Partner’s blog, website and/or social media profile and/or as these may be requested from time to time.
5.9The Partner acknowledges that it is aware of the contents and understands the Company’s Compliance and where applicable Anti Money Laundering Policies that could be found on the Company’s Website, which may be modified from time to time, and agrees to operate in accordance with the policies and procedures contained therein.
5.10 The Partner shall always maintain in force all necessary registrations, authorizations, consents and licenses to be enabled to fulfil its obligations under this Agreement and fully comply with all applicable laws and regulations (including but not limited to financial services regulations, data protection, trademark, copyright and anti-spamming rules) applicable to the Partner or to the jurisdiction in which the Partner is resident or carry-on business.
5.11 Whenever requested, the Partner shall supply details and evidence of its status and business and of the licensing and/or authorization requirements applicable to the Partner’s activities at the Company’s request.
5.12The Partner hereby confirms and understands that shall not be entitled to receive any type of compensation when this is linked to the Partner’s trading activity with the Company.
5.13If a Partner decides to use advertising materials such as banners, logos etc. to promote and market the Company Products and Services, then the Partner must use only the Promotional Material provided directly from the Company. In cases of Promotional Material being prepared by the Partner, the Partner shall provide these Promotional Materials to the Company and shall obtain prior written approval before use of such Promotional Materials. From the moment when such Promotional Materials shall be prepared based on pre-approval as stated before, such Promotional Material shall become a property of the Company. Promotional materials, the same as landing pages and other materials prepared by Partner in due course of this Agreement, must be used only after the Company or the Company Partner has granted written approval before they are launched, only for purposes of this Agreement and must contain the Partner’s logo and a disclaimer that shall state the following:
“All materials are prepared by the Partner and the Company and/or the Company bear no responsibility regarding provided information and/or materials. All claims should be addressed to the Partner. All rights of the Company reserved, and the Company brand and logo could not be used without prior to the Company’s written consent”.
5.14To perform the Services described in this Agreement, the Partner shall bear all establishment and operational costs and expenses for any marketing, advertising and any other promotional or other activities related to the said Services.
5.15 The Company holds the right to monitor the Partner’s website, blog, social media profile and/or any other websites associated with the Partner as deemed necessary to make sure that:
a) it is up-to-date and to notify the Partner of any changes that the Company consider that could enhance Partner’s performance, instructions which the Partner is obliged to follow and/or comply with;
b) it contains relevant Promotional Materials;
c) it does not breach Intellectual Property rights and other proprietary rights of the Company;
d) content of the Promotional Material is clear, fair and not misleading;
e) it is in compliance with the provisions of this Agreement;
f) the Partner shall provide all necessary website raw data files, access to the account’s dashboards and settings (social media and AdWords) for the purposes of monitoring all activity upon the Company’s request. This shall include the accounts change history where necessary. Access shall be provided within 24 (twenty-four) hours.
5.16 Any Promotional Material developed or created by the Company and placed or used by the Partner, is owned by the Company and, except for the purpose of this Agreement, must not be used by the Partner solely or in conjunction with any third party, without the prior written consent of the Company. The Company reserves the right, at any time, to review the Partner’s placement of Promotional Materials for the purpose of the present Agreement and approve its use of the Partner’s Links. Further, the Company may require that the Partner changes the placement or use of such Promotional Material in order to comply with the Company’s applicable requirements such as:
a) The Partner’s website and/or social network should have a link directing Prospective Clients to the Company’s Website, registration form or a landing page approved by the Company;
b) The Company’s logo, brand name, banners or information could be provided to the Prospective Client only with the prior written approval of the Company;
c) The Partner is obliged to place in an obvious location on the Partner’s website its capacity as a Partner of the Company alongside with the name of the Company and Services to be provided.
5.17 Throughout the period that this Agreement shall be in force, the Partner undertakes the responsibility to act in good faith at all times and must not make any false and/or misleading representations or statements with respect to the Company and/or the Partner Program and/or the Company Products and Services provided and/or engage in any other practice which may affect adversely the image, credibility or the reputation of the Company. The Partner undertakes the strict responsibility not to take and/or assist and/or cause due to any act or omission the association directly and/or indirectly to the Company and/or the Company Products and Services and/or including but not limited to, using any website for unlawful activities, or having any content on his or her website, that is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material; or violates any intellectual property or other proprietary rights of any third party or has defamatory or harassing and deceitful or untruthful comments and statements about the Company or the Company’s activities and business; or contains software downloads that potentially enable diversions of commission from other Partners in this Partner Program.
5.18 Without prejudice to the foregoing, the Company shall not be responsible, and the Partner shall bear sole responsibility for its unlawful and/or illegal acts and/or omissions, including but not limited to the use of another person’s copyrighted material or other Intellectual Property in violation of the applicable law or any third-party rights.
5.19 The Company reserves the right at its absolute discretion to terminate this Agreement and the Partner’s participation in the Partner Program and/or detach a Trader from the Partner and/or to cancel all orders and annul all profits and/or remove all Compensations and deduct any Promotional Material which might be offered from time to time from the Partner’s account and/or the Trader’s account, should the Partner and/or any of the Traders commit and/or the Company suspect any fraud in the use of and/or abuse of the Company’s Partner Program and/or any attempt of collusion and/or manipulation and/or arbitrage and/or other forms of deceitful or fraudulent trading and/or other activity and/or is acting outside of the scope of this Agreement and/or is in breach of the Operative Agreements and /or breach of applicable laws, regulations and directives and/or breach the conditions set out in the packages and the Company shall not be liable to the Partner for any commissions resulting from such fraud, breach or abuse detected and/or suspected.
5.20 The Partner hereby acknowledges and accepts that it is prohibited to use the Promotional Material and/or any other information provided by the Company in order to encourage users of its website and/or Prospective Clients of the Company to entrust the Partner with funds for management and/or to offer in any way investment advisory services to Prospective Clients on behalf of the Company. The Company shall have the right to regularly verify and/or monitor that the Partner does not proceed to any of the actions as stated hereunder and the Partner agrees to such monitoring and provide all the necessary assets upon request within 48 hours.
5.21 The Partner must not transmit to or in any way, whether directly or indirectly, expose the Company’s Website, content, platform and any other of the Company Property to any computer virus or other similarly harmful or malicious material, virus or device.
5.22 The Partner must not cause or assist by any act or omission in the creation or design of any website, which explicitly or impliedly resembles the Company’s Website and/or leads customers to believe the Partner is the Company or any other Partners business.
5.23 The Partner shall promptly inform the Company of any information or acts of a third party that has become known to the Partner that could potentially harm the Company and/or the Company Products and Services and/or their reputation in any way and manner.
5.24 The Partner cannot use or register a domain name or utilize through any search engine activity within any territory, keywords, search terms or any other brand identifiers for its activities with the name of fxgt.com, the Company or any other similar words or phrases which may cause confusion with the main brand of the Company without the prior written consent of the Company. In addition, URL bidding is also prohibited, Partners must add brand terms as negatives and actively not target the brand through any media platforms settings where applicable. This includes, but not limited to, PPC, social media (including videos), mobile networks and display networks. The Company reserves the right to request direct read only access to any paid search account for the purposes of monitoring keyword activity and the change history of an account at any time. Access shall be granted within 24 hours of such a request.
5.25 The Partner hereby acknowledges and understands that he/she shall not introduce to the Company Prospective Clients from jurisdictions to which the Company does not offer services to. A list of banned jurisdictions is found on fxgt.com or can obtain a copy of this list by contacting [email protected]. As such, the Partner hereby consents and accepts that the Partner shall not be entitled to compensation in the circumstances where such Prospective Clients and/or Traders are introduced from the above-mentioned jurisdictions.
5.26 Where a Partner acts outside the scope of this Agreement and/or in breach of any of the provisions of the Partner Program and or if any of the provisions, herein applies, the Company shall have the right to cease the cooperation and take all the necessary measures against the Partner, informing, at the same time, its Clients through the Company’s Website and/or email, for such a termination.
5.27 The Company shall have the right to maintain registries and/or records with the Partners, their associated Clients and the activities being carried out under this Agreement.
5.28 The Partner should establish, implement and maintain a contingency plan for disaster and periodic testing of backup facilities, where this is necessary.
5.29 The Company, at its sole discretion has the right to rectify the commission balances, if and when the Company identifies any type of miscalculation that was a result of a technical issues or any other issue.
6.1 The Partner’s compensation is calculated and awarded subject to the package the partner qualifies for namely Elite, Platinum, Gold, Silver and Bronze which is performance based. Tailored made agreements may be applied. Terms of the packages may be amended from time to time at the Company’s absolute and sole discretion by giving at least 3 (three) business days prior written notice by e-mail to the Partner or by announcement on any of the Company’s Website or within the Partner’s Portal. Compensation will be paid weekly in arrears, subject to satisfactory verification (where relevant), the terms and the Partner’s plan and this clause 6.
6.1.2 Compensation amounts are paid in the currency of the trading account and credited into the relevant wallet.
6.1.3 All conversion rates used are based on the interbank rates or relevant crypto exchanges and might be different from the rates offered by the Company.
6.1.4 Partners are not eligible to receive compensation from Trades that were opened and closed in less or equal to 5 minutes.
6.1.5 Partners are not eligible to receive compensation from Trades generated using Credit (Bonus). The system automatically identifies the amount of Credit (Bonus) used to execute a trade and deducts the relevant percentage from 0-100% from the Partner’s Compensation.
6.1.6 Partners shall not earn compensation from his/her own account/s or any account that is suspected to belong to the Partner using a different email address/es, or any other means to deceive the Company.
6.2 Partners will be able to request a withdrawal/s through the Partner’s Portal at any given time, provided the Partner’s Commission is over one hundred dollars (USD) or USD equivalent. Withdrawal/s will be processed within 48 hours and the minimum amount of withdrawal a Partner may request is one hundred dollars USD or equivalent. We reserve the right to void your Commission entitlement and terminate your membership of the Partner’s Program if your Commission balance fails to reach five hundred dollars within 3 consecutive calendar months.
6.3 The Company will pay Commission to the Partner with the payment details registered by the Partner in the Partner Portal. The Partner acknowledges and agrees that it must at the Company’s discretion, provide sufficient evidence to the Company to verify that the bank account or destination account is held under the Partner’s name. The Company will not be liable for any delays if the Partner has not registered any payments, registered incorrect payment details or failed to provide a proof of bank account ownership.
6.4 Any indication or suspicion of fraud, abuse, manipulation or deceitful or fraudulent activity and/or violation of the Operative Agreements by a Client/s the Company reserves the right to disconnect such account/s from the Partner/s and annul any Compensations previously earned connected to those accounts
6.5 Without prejudice to the foregoing, the Company has the right not to pay to the Partner’s the compensation as per the package he/she is qualified for or the tailored made agreement and/or annul any accrued pay-out and/or amend the terms of the packages and/or the terms of the present Agreement and/or terminate the Agreement and/or close any accounts with immediate effect for any of the reasons listed below:
a) The Company is of the reasonable opinion that any of the transactions entered into or executed by the Trader under the operative agreement, are being opened and closed just for the benefit of earning compensation for the Partner (often referred to as “churning”);
b) Some form of abuse or market abuse or market manipulation may have taken place;
c) The Partner acted dishonestly towards a Trader or a Prospective Client;
d) The Partner is found in breach of any term of this Agreement;
e) The Partner holds several trading accounts with a different email address/s for the purpose of earning compensation violating the terms of this agreement and/or the Operative Agreements.
7. Written Notice
7.1 Unless the contrary is specifically provided in this Agreement, any Written Notice under this Agreement may be made or given by any of the following means:
- a) email;
- b) published on the Company’s Website or within the Company’s Partner Portal.
7.2 Partner warrants herein that all contact information disclosed to the Company in accordance with this Agreement shall be true, correct and accurate. Any attempt by the Company to contact the Partner unsuccessfully due to incorrect communication data provided (e.g. postal address, email address or fax numbers) by the Partner, shall result to the immediate suspension and/or termination of the Agreement.
7.3 Any such Written Notice shall be deemed to have been served:
a) if sent by email, within one hour after emailing it;
b) if posted on the Company’s Website or within the Company’s Partner Portal, within one hour after it has been posted.
7.4 For the purposes of this clause, “business hours” mean between 9:00 and 17:00 GMT+3 on a Business Day (Monday – Friday).
8. Amendment and Termination
8.1 The Partner acknowledges that the Company has the right to unilaterally modify the terms of this Agreement, Addendum and/or Appendices at any time and at its sole discretion, by posting the modification on the Company’s Website or Partner Portal and the Partner shall have an option to terminate or accept the amended Agreement.
8.2 The Partner may terminate this Agreement with immediate effect by giving Written Notice to the Company as per Clause 7 above herein.
8.3 The Company may terminate this Agreement with immediate effect by giving Written Notice to the Partner.
8.4 Upon termination of the Agreement, the Partner is obliged to return to the Company the promotional marketing giveaways and/or the Partner shall withdraw such Promotional Material upon termination of the said Agreement.
8.5 Termination of this Agreement shall have the effect of termination of the compensation arrangement as set out hereto with immediate effect. Any such termination shall not affect any existing legal rights and obligations under this Agreement which have arisen prior to termination.
9. Limitations of Liability and Indemnity
9.1 The Company shall not be liable to the Partner with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability, or other legal or equitable principle for any indirect, incidental, consequential, special, general or exemplary damages (including without limitation, loss of revenue or goodwill, or anticipated profits or lost business) even if The Company have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall the Company’ cumulative liability to the Partner arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to the Partner under this Agreement.
9.2 The Company makes no express or implied representations or warranties regarding the Company service and Website or the products or services provided therein, any implied warranties of the Company ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, the Company make no representation that the operation of the Company’s Website shall be uninterrupted or error free, and we shall not be liable for the consequences of any interruptions or errors.
9.3 The Partner hereby agrees to indemnify and hold harmless the Company, their subsidiaries and Partners, directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of the breach of the Terms and Conditions of the present Agreement and/or are based on any claim of the Company’s use of the Partner trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Partner herein, or (iii) any claim related to the Partner’s site, including, without limitation, content therein not attributable to the Company.
10. Personal Data and Recording of Telephone Calls
10.1 The Company may process, use, store or otherwise process personal information provided by the Partner.
10.2 By entering into this Agreement, the Partner hereby consents to the transmittal and/or processing of the Partner’s personal data within and/or outside the European Economic Area.
10.3 The Partner agrees that the Company may pass information about the Partner which the Partner has provided to the Company and/or to third parties in order to assist the Company to process and/or analyse the relevant information as a part of fulfilling the Company’s obligations under this Agreement. Should the Partner be unwilling for the Company to transmit and/or process Partner’s personal data and/or such personal data to be used for such purposes, the Partner shall give the Company Written Notice as per Clause 7 above herein.
10.4 Such personal data may also be used for marketing purposes, or to conduct research for the Company or other companies in its group that may use the personal data to bring to the attention of the Partner products and services that may be of interest to the Partner. If the Partner does not wish the Partner’s personal data to be held for such purposes, the Partner shall give the Company Written Notice.
10.5 Telephone conversations and/or electronic communications between the Partner and the Company shall be recorded and/or monitored and/or processed by the Company. The Partner by entering into this Agreement expressly consents to the Company to record and/or process these telephone conversations and/or electronic communications. All instructions received by telephone shall be binding as if received in writing. Any recordings shall be and remain the sole property of the Company and shall be accepted by the Partner as conclusive evidence of the instructions or conversations so recorded. The Partner agrees that the Company may deliver copies of transcripts of such recordings to any court, regulatory or government authority. A copy of the records kept in accordance with this Clause shall be provided to the Partner upon request and shall be kept for a period of five years and, where requested by any competent authority, for a period of up to seven years from the date of creation of the record.
11. Consent to Direct Contact
11.1 The Partner expressly invites the Company for the purposes of administering the terms of this Agreement or otherwise marketing the Company Products and Services, from time to time, to make direct contact with the Partner by telephone, email, Partner Portal, fax or otherwise.
11.2 The Partner consents to such communications and acknowledges that such communication would not be considered by the Partner as being a breach of any of the Partner’s rights under any relevant data protection and/or privacy regulations.
12.1 All confidential information, including, but not limited to, any business, technical, financial, and customer information disclosed by the Company acquired by the Partner during negotiation or the effective term of this Agreement, shall remain the sole property of The Company. Without prejudice to the foregoing, information of confidential nature shall be treated as such provided that such information is not already in the public domain. Information of a confidential nature shall only be disclosed to any person other than an associated entity of The Company, in the following circumstances:
a) where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over the Company or the Partner;
b) to investigate or prevent fraud or other illegal activity;
c) if it is in the public interest to disclose such information;
d) as provided in the Operative Agreements of the Company.
12.2 The rights granted by this section of the Agreement will be in accordance with the Company’s Private Policy available on the website fxgt.com and in line with any applicable legislation and/or regulation and/or the General Data Protection.
13. Proprietary Rights
13.1 The Company grants to the Partner, for the duration of this Agreement, a nonexclusive, non-transferable, revocable right to access the Company’s Website through the Link solely in accordance with the terms of this Agreement. This license shall be used solely in connection with the Link, and it shall extend exclusively to Promotional Material, for the sole purpose of introducing Traders and/or promoting and/or advertising the Company Products and Services.
13.2 It is hereto understood that the Partner shall not modify or change the Link or Promotional Materials, or any other materials provided by the Company howsoever.
13.3 The Partner shall not use any of the Company or the Company Promotional Materials or proprietary materials or other Intellectual Property in any manner that is disparaging, misleading, obscene, or in any way detrimental to the Company.
13.4 The Company reserves all of the rights in the materials provided and all of its other proprietary rights.
13.5 The Company shall be entitled to revoke this license to use the Link or the Promotional Materials at any time and at its sole discretion.
13.6 Any inappropriate use of the Link, text, banners, trademarks, trade names, service marks and other intellectual property or other advertisements not expressly approved of in writing or provided by the Company may cause immediate termination of this Agreement.
13.7 In the event of termination of this Agreement for any reason, the Partner shall promptly surrender, and deliver to the Company any proprietary and/or Promotional Materials.
13.8 Except as permitted herein, the Partner shall not and is not authorized to (i) use the “fxgt.com” domain, name and/or any of the Company’s and/or the Company Partner’s other Intellectual Property (or any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing) (all of the foregoing, including without limitation, the “links” and the “licensed materials” of the Company, without the Company’ express prior written permission; (ii) use of the Company’s Intellectual Property address in a domain or website name, in any bids for keywords or google AdWords (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any metatags, google AdWords (or similar programs at other search engines), key words, advertising, search terms, code, or otherwise; (iii) cause or create or act in any way that causes or creates or could cause or create any “initial interest confusion” over the use of the Company’s Intellectual Property on the internet or in any search engine advertising. Such a use of the Company’s Intellectual Property rights in any manner, other than as expressly permitted herein (in addition to being a breach of this agreement) shall constitute unlawful infringement of the Company’s trademarks, copyrights or other Intellectual Property rights, and may subject the Partner to claims for damages (including without limitation, treble damages for knowing or wilful infringement), and the obligation to pay any legal fees and costs in connection with any action or proceeding in which the Company seek to enforce their rights under this Agreement or with regard to any of our Intellectual Property rights.
13.9 The Partners is hereby deprived from any right to use “fxgt.com” as the part of or a sole word while registering domain names or as the part of or a sole word while taking nickname in any social network and/or from any other unauthorized usage of “fxgt.com” for personal needs and not related to this Agreement. Also, it is prohibited without the Company written approval to use the Company’s registered trademarks, trade names, service mark, copyright, license, intellectual property, and other proprietary information.
14. Force Majeure
14.1 The Company shall not be liable for the non-performance or improper performance of its obligations under this Agreement, if the Company is prevented from or is unable to do so due to a Force Majeure event, including, without limitation any Government actions, the outbreak of war or hostilities, the threat of war, military actions, rebellion, acts of terrorism, national emergency, riot, strike, civil disturbance/disorder, sabotage, requisition, or any other international calamity or political crisis; Act of God, earthquake, hurricane, typhoon, flood, fire, epidemic or other natural disaster; Labour disputes not including disputes involving the Company’s workforce; discontinuance or suspension of the operation of any Market; failure of communication for any reason with Market makers, mal-functioning and/or nonoperation of any computer transaction system due to defectiveness or failure of the mechanic equipment, fault or stoppage in communication lines, any other problems in connection, breakdown or unavailability of access to the internet or the Platform(s); Any other extreme event beyond the reasonable control of the Company which may suddenly or drastically affect the prices in the Underlying Asset / Market as well as any other event, act and/or circumstances that shall have direct effect in the regulated markets and which, including, without limitation, any illegitimate actions against, not reasonably within the Company’s reasonable control, and the effect of that event(s) is such that the Company Partner is not in a position to take any reasonable action to prevent.
14.2 If the Company determine in their reasonable opinion that a Force Majeure Event exists (without prejudice to any other rights under this Agreement) the Company may without prior Written Notice and at any time take or omit to take all such actions as the Company deem to be reasonably appropriate in these circumstances.
15. Dispute Resolution
15.1 The parties further agree that they shall use the following procedure to identify and resolve Disputes between them:
a) either party may identify a Dispute by sending a Dispute Notice to the other party as per Clause 7 above
b) on or following the Dispute Date, the parties shall consult in good faith in an attempt to resolve the Dispute in a timely manner, including, without limitation, by exchanging any relevant information and by identifying and using any Agreed Process which can be applied to the subject of the Dispute or, where no such Agreed Process exists or the parties agree that such Agreed Process would be unsuitable, determining and applying a resolution method for the Dispute; and
c) with respect to any Dispute that is not resolved within five (5) Business Days of the Dispute Date, parties should refer issues internally to appropriately senior members of staff of such party, adviser or agent in addition to actions under Clause 15(1)(b) above, including actions under any Agreed Process, and to the extent such referral has not occurred as a result of such action (including any Agreed Process).
In the event that a situation arises that is not covered under this Agreement, the Company shall resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action as is consistent with market practice.
No single or partial exercise of, or failure, or delay in exercising any right, power, or remedy (under these terms or at any applicable law) by the Company shall constitute a waiver by the Company or impair or preclude any exercise or further exercise of, that or any other right, power or remedy arising under this Agreement or under any applicable law.
Any liability of the Partner to the Company under this Agreement may in whole or in part be released, compounded, compromised or postponed by the Company in their absolute discretion without affecting any rights in respect of that or any liability not so waived, released, compounded, compromised or postponed. A waiver by the Company of a breach of any of the terms of this Agreement or of default under these terms does not constitute a waiver of any other breach or default and shall not affect the other terms. A waiver by the Company of a breach of any of the terms of this Agreement or a default under these terms shall not prevent the Company from subsequently requiring compliance with the waived obligation.
The rights and remedies provided to the Company under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Partner and the Company.
The Partner shall not represent itself as agent of the Company and the Partner shall have no authority or power to bind the Company to contract in the name of or create a liability against any of these.
The Partner agrees to inform the Company about all facts and circumstances, he/she becomes aware of, that may result in undesired consequences and/or risks for the Company.
The Company may assign the benefit and burden of this Agreement to a third party in whole or in part, provided that such assignee agrees to abide by the terms of this Agreement. Such assignment shall come into effect 5 (five) Business Days following the day the Partner is deemed to have received Written Notice of the assignment in accordance with this Agreement.
The Partner may not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer the Partner’s rights or obligations under this Agreement without prior written consent of the Company and any purported assignment, charge or transfer in violation of this term shall be void.
If any term of this Agreement shall be held by a court of competent jurisdiction to be unenforceable for any reason then such term shall, to that extent, be deemed severable and not form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.
No variations of this Agreement are effective unless made in writing, signed by both Parties or their authorized agents.
This Agreement shall be governed by and construed in accordance with the laws of Seychelles . With respect to any proceedings, the Partner irrevocably:
a) agrees that the courts of Seychelles shall have exclusive jurisdiction to determine any proceedings;
b) waives any objection which the Partner may have at any time to bring any proceedings in any such court;
c) agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over the Partner.
This Agreement and any Addendums and Appendices referred to in it, constitute the entire agreement between Parties and supersede all other agreements or arrangements, whether written or oral, express or implied, between Parties.
The heading and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
Where this Agreement is issued in a language other than English, the English language version shall take precedence in the event of any conflict.