This Affiliate Agreement (the Agreement) is made and executed by and between Agea Jinrong DOO (the Affiliate Manager, AGEA, we or us) and the entity or person registered to be an Affiliate (the Affiliate) on the application page located at this web site.
This Agreement sets out the terms and conditions that apply to the affiliate program run by the Affiliate Manager (the Affiliate Program) pursuant to which the Affiliate shall promote and market the services and products (the AGEA Products) available at the website owned and operated by the Affiliate Manager which is located primarily at http://www.agea.com/, and any successors thereto (the AGEA Portal).
By applying to be an affiliate (by clicking on the apply for affiliate button on the application page); downloading any Creative (as defined below) and placing them on any Affiliate Site (as defined below); or accepting any commission from the Affiliate Program, you (if you are an individual) or your company (if you are acting on behalf of your company) shall be deemed to have read, understood and agreed to be bound by the terms and conditions of this Agreement.
1) REGISTRATION AND COMMENCEMENT
|a) ||The Affiliate shall apply to join the Affiliate Program by completing the application form on the application page.|
|b) ||The Affiliate is required to meet and maintain the following eligibility criteria:|
|i) ||The Affiliate must provide the Affiliate Manager with complete, accurate and up to date information when applying to become an Affiliate, including full name; address; and any details required in the application form. The Affiliate must not use false names or address, or use P.O. box addresses to create the Affiliate account;|
|ii) ||The Affiliate is limited to one (1) Affiliate account;|
|iii) ||The Affiliate must be at least eighteen (18) years of age to become an Affiliate;|
|iv) ||The person signing this Agreement on behalf of a company, represents to the Affiliate Manager that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of the Affiliate, that this Agreement has been duly authorised and that it will constitute a legal, valid and binding obligation of the Affiliate; and|
|v) ||The Affiliate may be required, from time to time, to positively verify its information.|
|c) ||The acceptance or rejection of the Affiliate's application shall be at the Affiliate Manager's sole discretion. If accepted this Agreement shall become effective upon the date the Affiliate Manager gives notice to the Affiliate that the application has been successful, until such time it is terminated in accordance with the terms of this Agreement.|
2) AFFILIATE PROGRAM LICENCE
|a) ||The Affiliate Manager hereby grants to Affiliate a limited, revocable, non-exclusive, non-transferable license, (without the right to sublicense) to use and display all relevant trademarks and logos (the Brand Features), solely as necessary to perform the Affiliate's obligations under this Agreement.|
|b) ||The Affiliate Manager will make available to Affiliate access to the Affiliate Program Website and the Affiliate Link (meaning a URL hidden behind a formatting option that may take the form of a coloured item of text (such as a URL description), logo or image, button or graphic box, and which allows a user to automatically move to or between WWW sites).|
|c) ||The Affiliate Program Website shall contain all the Creatives (meaning any marketing and / or promotional materials, including, but not limited to banners, landing pages, coupons etc).|
|d) ||The Affiliate may not modify, revise, adjust or translate the Creative without the Affiliate Manager's written consent.|
|e) ||The Affiliate acknowledges and agrees that any marketing and / or promotional material relating to the Affiliate Manager, together with all copyrights, trademarks, patents, customer details (including potential customers), customer lists, affiliate lists, know-how, sales-information (including any information collected about click-through rates and service and product sales at the AGEA Portal and any trading information), web-sites, documents, tools and methodologies, unless otherwise expressly indicated, shall be and remain the sole and exclusive property of the Affiliate Manager.|
|f) ||The AGEA Portal, the AGEA Products, the Creatives and related services are provided "as is" and with no warranty. The Affiliate Manager expressly disclaims any warranty, express or implied.|
3) AFFILIATE RESPONSIBILITIES
|a) ||The Affiliate shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations. It is the responsibility of the Affiliate to ascertain the terms of and comply with any local law or regulation to which they are subject.|
|b) ||The Affiliate shall not promote the Affiliate Program or any products or services available from the AGEA Portal to potential customers in countries that are specified as Non-Territory. The list of Non-Territory countries will be available on an ongoing basis on the Affiliate Program Site and is subject to change. The Affiliate is responsible for ensuring it is aware of the contents of the list.|
|c) ||In order to protect the product, service, brand and goodwill of the Affiliate Manager, the Affiliate hereby acknowledges, covenants, undertakes and warrants:|
|i) ||that the Affiliate Link provided by the Affiliate Manager for inclusion in web sites owned or operated by Affiliate (the Affiliate Site, which shall include all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) will the Brand Features and Affiliate has no right to alter, remove, or customize.|
|ii) ||not to use or display the Affiliate Link(s) or the Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of the Affiliate Manager.|
|iii) ||not to use the words/trademarks "AGEA" / "Agea Jinrong DOO" / "Streamster", in any way or manner whatsoever, including but not limited to the words "AGEA" / "Agea Jinrong DOO" / "Streamster", spelled in any possible way (including with typos, spaces, signs, symbols or in any other way) in destination urls and domains. This means that the Affiliate shall not register, acquire, use, purchase or obtain Internet domain name which incorporates any word or words which are identical, or confusingly or substantially similar to "AGEA", "Agea Jinrong DOO", "AGEA Fx", "AGEA Forex" "Streamster" or any variations, translations or misspellings thereof, included as part of the address.|
|iv) ||that the Affiliate Site is (and shall remain) sufficiently and substantially distinct and different from the AGEA Portal and the Affiliate Program Site (including the colour scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate's obligations under this Agreement);|
|v) ||that any logo(s) used on the Affiliate Site shall be distinctly different to the Brand Features (save for any logo that may be provided by the Affiliate Manager for use by the Affiliate under or pursuant to this Agreement);|
|vi) ||to promptly comply at its own costs with any reasonable requests from the Affiliate Manager to make such changes, alterations or amendments to any aspect of the Affiliate Site which is or can be regarded to be confusingly or significantly similar to any element of the AGEA Portal or Affiliate Program Site;|
|vii) ||not to engage in any broadcasting, faxing, and / or telemarketing practice referring to the Affiliate Program or AGEA, or engage in any use of forced traffic or predatory marketing techniques.|
|d) ||Affiliate will be solely responsible for the development, operation and maintenance of the Affiliate Site and for all materials that appear on the Affiliate Site, including but not limited to:|
|i) ||the accuracy and appropriateness of materials posted on the Affiliate Site;|
|ii) ||ensuring that materials posted on the Affiliate Site do not violate or infringe upon the rights of any third party;|
|iii) ||ensuring that the Affiliate Site does not contain any improper content (including, but not limited to (i) containing or linking to any pornographic material, (ii) encouraging illegal activity or discrimination, (iii) content which could result in liability or adverse publicity to AGEA); and|
|iv) ||ensuring that the Affiliate Site does not engage in any improper promotion and complies with any applicable law or regulation.|
|e) ||In no event shall the Affiliate engage in any e-mail marketing or promotion with respect to AGEA or any AGEA Products except that in the event that the Affiliate has an Opt-In List, the Affiliate may make a written request to the Affiliate Manager to send e-mails regarding the offering of AGEA and AGEA Products to the individuals on the Opt-in List. The Affiliate shall always include "unsubscribe" information at the top and bottom of any e-mail regarding AGEA or AGEA Products.|
|f) ||The Affiliate hereby represents and warrants that during the term of the Agreement, and for a period of two (2) years thereafter, regardless of the cause of termination, the Affiliate shall not divert or attempt to divert, any business of, or any customers of AGEA, to any other competitive establishment, by direct, or indirect inducement or otherwise.|
4) COMMISSION AND PAYMENTS
|a) ||The Affiliate shall be entitled to receive the Commission (as defined in the Schedule) in relation to the trading activities of Affiliate Driven Customers (as defined below).|
|b) ||Affiliate Driven Customers means any customer who accesses the AGEA Portal through an Affiliate Link on the Affiliate Site and successfully opens an account with the Affiliate Manager, or any customer who successfully opens an account with the Affiliate Manager and specifies an Affiliate Coupon (meaning an alphanumeric code allocated to Affiliate by the Affiliate Manager that Affiliate can provide to potential clients for use during the account opening process) in such account opening.|
|c) ||An Affiliate Driven Customer is required to be a single account user and the only account holder per household, and in addition is required to be a customer opening an account for the first time (a demo account is not counted for this purpose).|
|d) ||The Commission shall be calculated on a monthly basis and a summary report showing the calculation of the Commissions shall be supplied to the Affiliate. Commissions shall be payable within ten (10) Business Days of the applicable month-end and will be withdrawable for one (1) year.|
|e) ||The Commission shall be payable in USD (exchanged at the prevailing rate of interest). Payment shall be made by wire transfer or digital currency, or such other option made available by the Affiliate Manager and selected by the Affiliate on the application page. Any payment transfer fees will be deducted from the payment remitted.|
|f) ||The Commission shall not be due in any month in which the total Commissions owed to Affiliate is less than USD 50.00, and such amount will be carried over and paid in the next month in which the aggregate Commissions owed equals or exceeds USD 50.00.|
|g) ||The Commission may be reduced in the event of credit card fraud, and the Affiliate Manager may reverse any commission paid, and subtract from future payments to the Affiliate, if the Affiliate Manager receives a charge back on a transaction from any Affiliate Driven Customer.|
|h) ||In the event that the Affiliate Manager deems that possible fraudulent activity has been executed by the Affiliate or an Affiliate Driven Customer, the Affiliate Manager reserves the right to withhold any Commissions pending investigation.|
|a) ||This paragraph shall apply in the event that the Affiliate introduces prospective affiliates and is compensated through the AGEA's Level Up Affiliate Program. Under this program an Affiliate shall be entitled to receive commission in relation to each Sub-Affiliate introduced by the Affiliate ("Affiliate Driven Sub-Affiliate").|
|b) ||A Sub-Affiliate means any person who accesses the AGEA Portal through an Affiliate Link on the Affiliate Site and successfully applies to be an Affiliate. A successful application shall mean that a prospective affiliate has:|
|i) ||met all the affiliate membership requirements and responsibilities;|
|ii) ||been accepted by AGEA, in its sole and absolute discretion;|
|iii) ||registered as an affiliate on the Registration Page and|
|iv) ||begun actively promoting AGEA, AGEA Related Entities or the Platforms within four (4) weeks of such registration. |
|c) ||The Affiliate shall be entitled to receive a Level-Up Commission in relation to each Affiliate Driven Sub-Affiliate.|
|d) ||The Level Up Commission is an amount equal to 10% of the total Commission received by the Affiliate Driven Sub-Affiliate under paragraph 4) above and 5a) above, if any.|
|e) ||The Level Up Commission shall be calculated on a monthly basis and shall be subject to clause d)-h) of paragraph 4) above.|
6) AFFILIATE MANAGER RIGHTS
|a) ||Affiliate agrees and acknowledges that the Affiliate Manager may cease paying Commission in relation to an Affiliate Driven Customer if:|
|i) ||they access the AGEA trading platforms using the same computer as the Affiliate;|
|ii) ||they are an undisclosed relative of the Affiliate;|
|iii) ||they create an excessive number of Closed Market Positions;|
|iv) ||they are in breach of the service agreement entered into between the customer and AGEA.|
|a) ||Each Party hereby undertakes to take reasonable steps to prevent unauthorised disclosure of Confidential Information during the continuance of this Agreement and thereafter without limitation of time.|
|b) ||Notwithstanding the foregoing, either Party may disclose Confidential Information, without the consent of the other party, in the event to the extent such disclosure is required by law or demanded by a competent authority.|
|c) ||For the purposes of this Agreement, the term Confidential Information shall mean all information which is not publicly known and that is disclosed (by whatever means by one party to another), whether before or after the Commencement Date including any information relating to the products; processes, plans, intentions, production information, each Party's customer data; any information relating to Intellectual Property Rights, the terms of this Agreement, market opportunities or business affairs of the disclosing party or its customers or contacts.|
|a) ||Except as otherwise explicitly provided in this Agreement, this Agreement may be terminated by either party upon two (2) days written notice to the other party, or immediately in the event of breach of the Agreement.|
|b) ||The Affiliate Manager shall terminate this Agreement without a notice if one (1) year after this Agreement commenced the Affiliate does not have at least one (1) Affiliate-Driven Customer. The Affiliate Manager shall consider the Affiliate abandoned the Affiliate's account and such Affiliate's account shall be deleted.|
|c) ||Upon termination of this Agreement:|
|i) ||each party shall return any Confidential Information;|
|ii) ||the Affiliate shall immediately remove any Affiliate Links(s), Brand Features and Creatives from the Affiliate Site;|
|iii) ||the Affiliate shall be entitled to receive only such Commissions accrued, but unpaid, as at the effective date of termination;|
|iv) ||all rights granted to the Affiliate under this Agreement will cease; and|
|v) ||paragraphs 6, 7, 8, 9, and 16 of this Agreement will survive.|
9) LIMITATION OF LIABILITY
|a) ||The Affiliate Manager shall not be liable for direct, indirect, special or consequential damages (including any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Program. Without limiting the foregoing, the Affiliate Manager's aggregate liability arising with respect to this Agreement shall not exceed 5% of the total commission fees paid or payable to the Affiliate under this Agreement.|
|b) ||Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement.|
|c) ||The Affiliate Manager's obligations under this Agreement shall not constitute personal obligations of its directors, officers, or shareholders.|
Affiliate agrees to indemnify, defend and hold harmless the Indemnified Party (being the Affiliate Manager, related entities or platforms, managers, directors, employees, subcontractors and officers) with regard to any demand, claim, debt, cause of action, or liability, including reasonable legal fees, to the extent that such action arises out of or is based upon:
|i) ||Affiliate's wilful misconduct or gross negligence;|
|ii) ||Affiliate's breach of any warranty, covenant, representation, or obligation under this Agreement; or|
|iii) ||the development, operation, maintenance and contents of the Affiliate Site.|
11) FORCE MAJEURE
If by reason of failure of telecommunications, internet service providers, acts of God or the elements, or governmental restrictions, the Affiliate Manager is unable to perform in whole or in part its obligations set forth in this Agreement, then the Affiliate Manager shall be relieved of those obligations and such inability to perform shall not make the Affiliate Manager liable.
12) INDEPENDENT CONTRACTORS
|a) ||The Parties to this Agreement are independent contractors. Neither party is a representative or agent of the other party. Neither Party shall have any authority, power or right to enter into any agreement on behalf of or for the other Party, or incur any liability of or obligation to, or otherwise bind the other Party.|
|b) ||This Agreement shall not be interpreted as creating an agency, association, partnership, joint venture or employment relationship between the Parties or to impose any liability in relation to such interpretation upon either Party.|
This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The Affiliate Manager may assign any and all of its rights and obligations here under to any group company. The Affiliate shall have no right to assign any rights or obligations hereunder to any third party without the prior written consent of the Affiliate Manager, to be withheld in the Affiliate Manager's sole discretion.
This Agreement may be amended by the Affiliate Manager only, by providing notice of such amendment on the Affiliate Program Site.
Any notice to be given hereunder will be in writing and provided by facsimile, registered post, or electronic mail. The date of receipt shall be deemed the date on which such notice is sent (facsimile and e-mail) or the date on which the notice is received (registered post).
16) ENTIRE AGREEMENT
This Agreement, including all appendices hereto, contains the entire agreement between the Affiliate Manager and the Affiliate with respect to the subject matter hereof, and supersedes all prior and / or contemporaneous agreements or understandings, written or oral, between the Affiliate Manager and the Affiliate with respect to the subject matter hereof.
17) GOVERNING LAW AND JURISDICTION
The validity of this Agreement, its construction, interpretation and enforcement and the rights of the Parties will be determined in accordance with the laws of England and Wales and the non-exclusive jurisdiction of the English courts.
The Affiliate Manager shall pay to the Affiliate, for each Affiliate Driven Customer:
|a) ||One (1) Point Value for each Closed Market Position on the Streamster trading platform.|
|b) ||20% of the Minimum Spread of the Closed Market Position Forex Instrument for each Closed Market Position on the MetaTrader 4 trading platform when affiliate has 1 to 5 Active Clients.|
|c) ||25% of the Minimum Spread of the Closed Market Position Forex Instrument for each Closed Market Position on the MetaTrader 4 trading platform when affiliate has 6 to 10 Active Clients. |
|d) ||30% of the Minimum Spread of the Closed Market Position Forex Instrument for each Closed Market Position on the MetaTrader 4 trading platform when affiliate has 11 to 50 Active Clients. |
|e) ||50% of the Minimum Spread of the Closed Market Position Forex Instrument for each Closed Market Position on the MetaTrader 4 trading platform when affiliate has more than 50 Active Clients.
|f) ||10% of the Minimum Spread of the Closed Market Position CFD Instrument for each Closed Market Position on the MetaTrader 4 trading platform.|
|g) ||Maximum amount of commission an Affiliate can receive in relation to a Client is $5000 each month for positions closed on the MetaTrader 4 trading platform.|
Market Position: is a market position held by a customer. A market position which is still active is an Open Market Position.
Closed Market Position: is a Market Position that is closed (exited).
Closed Market Position Instrument: is the financial instrument that the Closed Market Position was on.
Point Value: means an amount equal to profit or loss (excluding interest) on a Closed Market Position divided by profit or loss in Points on the same Closed Market Position. One Point is the smallest increment in price of a market instrument. If such profit or loss in Points is less than or equal to four (4), the Point Value is zero (0) for the purpose of this Agreement.
Minimum Spread: is the minimum spread on the Closed Market Position Instrument quoted. If profit or loss on the Closed Market Position is zero (0), Minimum Spread is zero (0) for the purpose of this Agreement.
Active Client: means a Client has closed at least one Market Position during the previous 168 hours period on the MetaTrader 4 trading platform. For the purposes of calculating an Affiliate's Commission level, the number of Active Clients is calculated at 20:00 GMT+0 hours each Business Day.