FXORO AFFILIATE AGREEMENT
Terms & Conditions
1.1 This Affiliate Agreement (“Agreement”) is made between MCA INTELIFUNDS LTD, (hereinafter the
“Company”) trading as “FXORO”, an investment firm authorised and regulated by the Cyprus Securities
and Exchange Commission under license no. 126/10 operating according to the Cyprus Investment
Services and Activities and Regulated Markets Law of 2007, and the EU Directives specifically Market
in Financial Instruments Directive (MiFID), and the “Affiliate”, individual or legal entity that applies for
and is and is approved by the Company as an Affiliate.
1.2 This Agreement governs the contractual relationship between the Affiliate and the Company, by
which the Affiliate can, subject to the present terms and conditions, be remunerated for introducing new
Qualified Traders to the Company.
2. Definition of Terms
For the purpose of this Agreement, the following capitalized terms shall have the meaning ascribed to
Account(s): shall mean any trading account the Trader runs with the Company.
Affiliate: shall mean any independent person, whether an individual and/or a company, acting in the
course of business and engaged in advertising and marketing activities who may, at any time under the
terms of this Agreement, introduce Leads/Clients/Traders/Qualifying Traders to the Company for
transactions in foreign currencies, commodities, indices and CFDs in accordance with the terms of this
Affiliate Portal: shall mean the secure electronic system which the Affiliate will use to register, accept
these Terms and Conditions, login in order to view all their data, get Affiliate Tracking Codes, view
statistics, complete/update their payment profile and access promotional tools. The Affiliate Portal will
also be used by the Company to administer the Affiliate’s account.
Affiliate Tracking Code: shall mean the unique link, hypertext link and/or personalised ID which is
obtained from the Company’s Affiliate Portal by the Affiliate and is used to identify Affiliate’s activities
including the Leads, Clients, Traders and Qualifying Traders introduced by the Affiliate to the Company.
Agreement/Contract: shall mean this Affiliate Agreement.
Client: shall mean any new person, whether an individual and/or a company who has been or is been
introduced by the Affiliate to the Company and with whom the Company has entered into a Client
Agreement in accordance with the Company’s Operational Agreements.
Company: shall mean MCA INTELIFUNDS LTD, trading as “FXORO” as defined in section 1.
Commission: shall have the meaning of section 5 herein and the Commission, charges and other rates
applicable to this Agreement, determined and expressed within Appendix A and section 5 herein.
CPA: shall have the meaning of Cost Per Acquisition.
Dynamic CPA: shall be the type of Commission available to the Affiliate for Qualified Traders under
this Agreement; which can be dynamic and can range between the minimum client deposit (in USD) in
accordance with the Company’s Operational Agreements for the Qualified Trader’s trading account and
the maximum Dynamic CPA defined for this Qualified Trader in respect to the Qualified Trader’s evident
country of residence and in respect of the number of Qualified Traders the Affiliate has introduced during
the respective calendar month.
Force Majeure Event: shall have the meaning as set out in clause 12.
FXORO: is the trading name of the Company.
FXORO Products and Services: shall mean all and any trading financial instruments offered by the
Company, including but not limited to foreign currencies, commodities, indices and CFDs.
Non-Qualified Trader: shall mean any Lead, Client or Trader who is not a Qualified Trader for the
reason of not yet corresponding to the Qualified Trader requirements defined within this Agreement,
including the terms of Appendix A and Appendix B.
Operational Agreements: shall mean the agreements entered into by the Client and/or Qualified
Trader and the Company that govern all trading activity of the Client and/or Qualified Trader with the
Company. Operational Agreements consist of but are not limited to the Client Agreement, Policies and
Terms of Business, as these may be found on the Company’s website http://www.fxoro.com/ and as
may be amended from time to time.
Promotional Material: shall mean logos, banners, links, codes, trade names, trademarks, service
names including, without limitation any promotional marketing giveaways and/or similar identifying
material or tools provided to an Affiliate by the Company for the purpose of the present Agreement.
Lead: shall mean any new person, whether an individual or a company who has been or is been
introduced by the Affiliate to the Company as a prospective Client and for whom the Company has
received a degree of contact information.
Qualified Trader: shall mean any new Trader who successfully completes (opens and closes) 5 (five)
lots of trade with own investment during the Qualifying Period and meets the Terms and Conditions of
Qualifying Period: shall mean a 6 calendar months period as per Appendix A below herein, starting
from the day of a Qualifying Trader’s first deposit in his/her Account(s).
Tier: shall mean a group of Countries specified by the Company. Each Tier will present a separate
Dynamic CPA Commission category.
Trader: shall mean a new individual or a company, acting under his/her capacity as a Client, who has
registered through an Affiliate Tracking Code, completed the Company registration procedure, has been
approved by the Company, has funded his/her account and performed trading activity within the
Written Notice: shall have the meaning set out in clause 6 of this Agreement.
3.1 This Agreement will bind the Affiliate and the Company on the day of approval of the Affiliate’s online
application on the Company’s Affiliate Portal by the Company and will continue unless and/or until
terminated according to clause 7 below herein.
3.2 Since this agreement is made between Parties who are geographically remote, it is governed by
the Distance Marketing of Consumer Financial Services Law N.242 (I)/ 2004, which applies to the EU
Directive 2002/65/EC, and according to this directive this Agreement is not required to be signed by
either the Affiliate or the Company or both Parties, in order to be legally binding. However it will be
considered as legally binding as of the day Affiliate is approved and not before. By clicking the box with
the title “I have read and agreed to the Affiliation Agreement in the Program Participation Form” Affiliate
agrees to the terms of this Agreement with the Company.
4. Affiliate’s Obligations and Warranties
4.1 In order for an Affiliate to be considered for participation by the Company in the Affiliate Program,
the Affiliate must complete and submit the online application within the private section of the Affiliate
Portal at http://www.fxoro.com/partnership/affiliates/ and accept online the present Agreement as
defined in section 3.
4.2 Further and in addition to any other warranty and or representation provided by the Affiliate within
the present Agreement, Affiliate hereby warrants to the Company to have the complete power and
authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable
agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate
or other organizational actions and approvals. The Affiliate’s entry to this Agreement is not prohibited
by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of
any court or administrative order.
4.3 If the Affiliate is a company or a legal entity then the person agreeing to this Agreement on behalf
of that company or entity hereby represents and warrants that he or she is authorized and lawfully able
to bind that company or entity to this Agreement.
4.4 The Company will evaluate the Affiliate’s application in good faith and will notify the Affiliate of the
Company’s acceptance or rejection in a timely manner.
If the Affiliate’s application is rejected, for any reason, the Affiliate may reapply only once the Affiliate
has rectified the issues which lead to his or her rejection.
4.5 Once the Affiliate registers, provides his e-mail address and creates password, the Affiliate will be
granted access to his/her secure Affiliate Portal. From this site the Affiliate will be able to access
information with regards to the Affiliate’s performance and Commission.
4.6 The Affiliate must provide to the Company sufficient proof of identity documentation, as these may
be requested from time to time.
4.7 The Affiliate must provide true and complete information to the Company, as these may be
requested from time to time, about the Affiliate and/or his/her activities and/or his/her blog and/or his/her
website and/or his/her social media profile and/or 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, as
well as any and all websites and links the Company’s logo brand name and marketing material,
promotions etc. is used.
4.8 The Affiliate must provide to the Company sufficient proof of ownership of their blog and/or website
and/or social media profile as these may be requested from time to time.
4.9 The Affiliate acknowledges that he/she is aware of the contents and understands the Company’s
and/or Company’s Compliance and Anti Money Laundering Policies, which may be modified from time
to time, and agrees to operate in accordance with the policies and procedures contained therein.
4.10 The Affiliate shall always maintain in force all necessary registrations, authorisations, consents
and licences to be enabled to fulfil his or her 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 Affiliate or to the jurisdiction
in which the Affiliate is resident or carry on business.
4.11 Whenever requested, the Affiliate will supply details and evidence of its status and business and
of the licensing and/or authorisation requirements applicable to the Affiliate’s activities at the Company’
and/or the Company’ request.
4.12 The Affiliate hereby confirms and understands that he/she shall not be entitled to receive any type
of Commission when this is linked to his/her personal/own trading activity with the Company neither the
one of his relatives.
4.13 To promote and market the Company Products & Services the Affiliate shall use the Promotional
4.14 To perform the services described in this Agreement, the Affiliate 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.
4.15 The Company holds the right to monitor the Affiliate’s site and/or any site associated with the
Affiliate as deemed necessary to make sure that it is up-to-date and to notify the Affiliate of any changes
that the Company consider that could enhance his/her performance, instructions which the Affiliate is
obliged to follow and/or comply with. The Affiliate hereby irrevocably waives its rights to, and shall
indemnify the Company and any member of the Company for, any claim or demand made against the
Company or any member of the Company, their directors, officers, shareholders, employees or against
any Site infringement of a third party’s intellectual property by the Affiliate.
4.16 Any promotional material developed or created by the Company and placed or used by the Affiliate,
is owned by the Company and, except for the purpose of this Agreement, must not be used by the
Affiliate 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 Affiliate’s placement of promotional material
for the purpose of the present Agreement and approve its use of the Affiliate’s Tracking Codes. Further,
the Company may require that the Affiliate changes the placement or use of such promotional material
in order to comply with applicable Company requirements.
4.17 Throughout the period that this Agreement shall be in force, the Affiliate 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 Affiliate Program and/or the
Company and/or the Company Products and/or the Services provided and/or engage in any other
practice which may affect adversely the image, credibility or the reputation of the Company.
4.18 The Affiliate 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 the Company and/or their Services and/or the
Company Products 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 affiliates in this Affiliate Program.
4.19 Without prejudice to the foregoing, the Company will not be responsible and the Affiliate will bear
sole responsibility for his or her 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 law
or any third party rights.
4.20 The Company reserve the right at its absolute discretion to terminate this Agreement and the
Affiliate’s participation in the Affiliate Program and/or detach a Trader from the Affiliate and/or to cancel
all orders and annul all profits and/or remove and deduct any Promotional Material which might be
offered from time to time from the Affiliate’s account and/or the Trader’s account, should the Affiliate
and/or any of the Traders commit and/or the Company suspect any fraud in the use of and/or abuse of
the Company’ Affiliate 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 breach of the terms and
conditions of this Agreement and/or breach the conditions set out in Appendices A and B, and the
Company shall not be liable to the Affiliate for any Commission resulting from such fraud, breach or
abuse detected and/or suspected.
4.21 The Affiliate must not transmit to or in any way, whether directly or indirectly, expose the Company
website, content, platform and any other of the Company Property to any computer virus or other
similarly harmful or malicious material, virus or device.
4.22 The Affiliate 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 website and/or Leads to believe the
Affiliate is the Company or any other affiliated business.
4.23 The Affiliate hereby acknowledges and understands that he/she must not introduce to the
Company Leads and/or Traders from jurisdictions not named in Appendix B before receiving a written
confirmation from the Company that the Company can arrange the allocation of sufficient resource for
that specific jurisdiction. The Affiliate hereby consents and accepts that he/she will not be entitled to
Commission if the above condition is not met.
4.24 The Affiliate shall promptly inform the Company of any information or acts of a third party that has
become known to the Affiliate that could potentially harm the Company and/or the Company Products
& Services and/or their reputation in any way and manner.
4.25 The Affiliate cannot use or register a domain name or keywords, search terms or other identifiers
for his/her activities with the name of the Company, FXORO or FOREXORO or similar or which may
cause confusion without the prior written consent of the Company.
4.26 The Affiliate hereby acknowledges and understands that he/she must not introduce to the
Company Leads and/or Traders from jurisdictions to which the Company does not offer services to as
these are named in Appendix B table 2. As such, the Affiliate hereby consents and accepts that he/she
will not be entitled to Commission in the circumstances where such Leads and/or Traders are introduced
from the above mentioned jurisdictions.
4.27 The Affiliate hereby acknowledges and understands that
he/she must not advertise the Company’s Products and Services to which are named in Appendix B
table 2. THE AFFILIATE WILL BE FULLY RESPONSIBLE FOR ANY CIRCUMSTANCES WHICH MAY
ARISE FROM A POSSIBLE BREACH OF THIS CLAUSE.
4.28 The Affiliate will be responsible for the payment of any taxes and/or charges and/or duties paid
arising from the course of the business under this agreement.
5. Affiliate’s Commission
5.1 The Affiliate’s Commission is calculated and awarded subject to the terms provided in Appendix A
herein, as these 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 Affiliate or by announcement
within any of the Company’s or the Company official websites and/or by posting any announcement on
any of the Company’s official websites or within the Affiliate Portal.
5.2 The Commission will always be calculated and transacted by the Company in United States Dollars
(USD) unless otherwise agreed by the Company and the Affiliate in writing. The Company takes no
responsibility for the final value of the Commission the Affiliate receives which may be subject to:
(i) the Affiliate’s Bank fee deductions for receiving the amounts, or where the Affiliate’s Bank has
converted the Commission from USD to an alternative foreign currency.
(ii) fees for any other Commission withdrawal methods.
5.3 Unless otherwise agreed between the Parties in writing, payments will be transacted by the 15th of
the following month to the Affiliate’s bank account, Skrill account or Neteller account as and if supplied
by the Affiliate on the Affiliate System. The Affiliate will be responsible for providing valid and accurate
payment details as a means for the Company to be able to successfully transact Commission payments.
In the event that the specified paydays fall during a weekend or on an International Bank Holiday, the
payout procedure will be completed on the next business day. The Company will not be responsible for
any delays which may occur between the date of Commission transaction by the Company and the
date the Affiliate’s bank or e-wallet provider will make the money available to the Affiliate to use.
5.4 Without prejudice to the foregoing, the Company has the right not to pay to the Affiliate the
Commission as per Appendix A and/or annul any accrued payout and/or amend the terms of Appendix
A and/or the terms of the present Agreement and/or terminate the Agreement and/or close any accounts
with immediate effect if:
(i) Some form of abuse or market abuse or market manipulation may have taken place; or
(ii) The Affiliate is found in breach of any term of this Agreement.
5.5 If the Company receives a request in writing from a Lead/Client/Trader/Qualified Trader to remove
and/or transfer and/or unlink a Lead/Client/Trader/Qualified Trader from an Affiliate the Company
reserves the right to do so and to cease paying the Affiliate any Commission and the Affiliate shall have
no further rights in respect of the unlinked Trader. Under no circumstances shall the Company be liable
for any consequences of any such removal from an Affiliate and/or transfer to another Affiliate
5.6 Any indication or suspicion of fraud, abuse, manipulation or deceitful or fraudulent activity relating
to the removal and/or transfer of Trader(s) between Affiliates, shall entitle the Company, to take any
action they deem fit and proper in their sole and absolute discretion, including but not limited to the
annulment of any Commission and/or termination of this Agreement.
5.7 Trades with duration of 3 (three) minutes or less will not be included in the calculation of the Affiliate’s
Commission unless otherwise agreed by the parties in writing. For the purpose hereof, duration is
considered the time between opening and closing of a trade. Furthermore trades that are closed using
functions “close by” and “multiple close by” will not be included in the calculation of the Affiliate’s
Commission under any of the Plans of the Affiliate Program. Using a scalping strategy and Expert
Advisers are allowed on all Accounts apart from the Fixed Spread Account, provided that these are not
considered “churning” (“Churning”). No Commission will be paid in respect of traders employing the
practice commonly known as “Churning”. Churning is considered, but not limited to the practice of
executing trades through a Client account for the sole purpose of generating Commission.
5.8 The non-deposit/free deposit Accounts and the demo Accounts which the Company offers and may
offer in the future will not be part of the Affiliate Program. As such the trading activity under such account
will be tracked but not be included into the Dynamic CPA calculations nor will in any way attract
Commission to the Affiliate. However, Commission will be available to the Affiliate subject to this
Agreement for a referred Trader who has opened any of the above accounts and thereafter opens an
Account compliant with the Affiliate Program within the Qualifying Period.
5.9 For the avoidance of doubt Commission will only be available to the Affiliate for Leads, Clients,
Traders and Qualified Traders who are “new” to the Company or in other words the Company does not
already hold their contact details or existing registrations or such exist in the Company’s registers and
6.1 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 site or within the Affiliate Portal.
6.2 Affiliate 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 Affiliate
unsuccessfully due to incorrect communication data provided (e.g. postal address, email address or fax
numbers) by the Affiliate, shall result to the immediate suspension and/or termination of the Agreement.
6.3 Any such Written Notice will be deemed to have been served:
(a) if sent by email, within one hour after emailing it;
(b) if posted on the Company’s site or within the Affiliate Portal, within one hour after it has been posted.
6.4 For the purposes of this clause, “business hours” mean between 11:00 and 16:00 GMT on a
Business Day (Monday - Friday).
7. Amendment and Termination
7.1 The Affiliate 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, giving to the Affiliate
at least 3(three) Business Days Written Notice and/or by posting the modification on the Company site
and the Affiliate shall have an option to terminate the present Agreement by giving notice in writing.
7.2 The Affiliate may terminate this Agreement with immediate effect by giving Written Notice to the
Company as per clause 6 above herein. In case that any advanced payment has been made by the
Company to the Affiliate, the Affiliate must refund the advanced payment in full to the Company in order
to terminate this Agreement.
7.3 The Company may terminate this Agreement for any reason with immediate effect by giving Written
Notice to the Affiliate.
7.4 Upon termination of the Agreement, the Affiliate is obliged to return to the Company the promotional
marketing giveaways and/or the Affiliate shall withdraw such Promotional Material upon termination of
the said Agreement.
7.5 Termination of this Agreement shall have the effect of termination of the Commission arrangement
as set out hereto with immediate effect. Any such termination will not affect any existing legal rights and
obligations under this Agreement which have arisen prior to termination.
8. Limitations of Liability and Indemnity
8.1 The Company will not be liable to the Affiliate 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 has been advised of
the possibility of such damages. Further, notwithstanding anything to the contrary contained in this
agreement, in no event shall the Company’s cumulative liability to the Affiliate 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 Affiliate under this Agreement at the time such
liability has risen.
8.2 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 makes no representation that the operation of the Company site
will be uninterrupted or error free, and Company will not be liable for the consequences of any
interruptions or errors.
8.3 Company makes no representations and warranties regarding potential income that may result from
participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning
potential from the Affiliate.
8.4 The Affiliate hereby agrees to indemnify and hold harmless the Company and its subsidiaries and
affiliates, and their 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 affiliate 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
Affiliate herein, or (iii) any claim related to the Affiliate’s site, including, without limitation, content therein
not attributable to the Company.
9. Personal Data
9.1 The Company may use, store or otherwise process personal information provided by the Affiliate.
9.2 By entering into this Agreement, the Affiliate hereby consents to the transmittal and/or processing
of the Affiliate’s personal data within and/or outside the European Economic Area.
9.3 The Affiliate agrees that the Company may pass information about the Affiliate which the Affiliate
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 or the Company’ obligations under
this Agreement. Should the Affiliate be unwilling for the Company and/or the Company to transmit
and/or process his/her personal data and /or his/her personal data to be used for such purposes, the
Affiliate shall give the Company Written Notice as per clause 6 above herein.
9.4 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
Affiliate products and services that may be of interest to the Affiliate. If the Affiliate does not wish the
Affiliate’s personal data to be held for such purposes, the Affiliate shall give the Company Written
9.5 Telephone conversations between the Affiliate and the Company may be recorded. All instructions
received by telephone will be binding as if received in writing. Any recordings shall be and remain the
sole property of the Company and will be accepted by the Affiliate as conclusive evidence of the
instructions or conversations so recorded. The Affiliate agrees that the Company may deliver copies of
transcripts of such recordings to any court, regulatory or government authority.
10. Affiliate’s Consent
10.1 The Affiliate expressly invites the Company, for the purposes of administering the terms of this
Agreement or otherwise marketing financial services and products, from time to time, to make direct
contact with the Affiliate by telephone, fax or otherwise.
10.2 The Affiliate consents to such communications and acknowledges that such communication would
not be considered by the Affiliate as being a breach of any of the Affiliate’s rights under any relevant
data protection and/or privacy regulations.
11.1 All confidential information, including, but not limited to, any business, technical, financial, and
customer information disclosed by the Company and/or acquired by the Affiliate during negotiation or
the effective term of this Agreement, will remain the sole property of the Company. Without prejudice
to the foregoing, information of confidential nature will be treated as such provided that such information
is not already in the public domain. Information of a confidential nature will 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 Affiliate;
(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 Operational Agreements of the Company
12. Proprietary Rights
12.1 The Company grants to the Affiliate, for the duration of this Agreement, a non - exclusive, non -
transferable, revocable right to access the Company site through the Affiliate Tracking Code solely in
accordance with the terms of this Agreement. This license shall be used solely in connection with the
Affiliate Tracking Code, and it will extend exclusively to Promotional Material, for the sole purpose of
introducing Traders and/or promoting and/or advertising the Company Products & Services.
12.2 It is hereto understood that the Affiliate shall not modify or change the Affiliate Tracking Code or
Promotional Materials or any other materials provided by the Company howsoever.
12.3 The Affiliate shall not use any the Company or the Company’s 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.
12.4 The Company reserves all of its rights in the materials provided and all of its other proprietary
12.5 The Company shall be entitled to revoke this license to use the Affiliate Tracking Code or the
Promotional Materials at any time and at its sole discretion.
12.6 Any inappropriate use of the Affiliate Tracking Code, text, banners or other advertisements not
expressly approved of in writing or provided by the Company may cause immediate termination of this
12.7 In the event of termination of this Agreement for any reason, the Affiliate will promptly surrender,
and deliver to the Company any proprietary and/or Promotional Materials.
12.8 The Affiliate agrees to indemnify the Company and keep the indemnified at all times against all or
any costs, claims, damages or expenses incurred, or for which they may become liable, with respect to
any proprietary materials and/or intellectual property infringement claim or other claim relating to the
provision of services supplied by the Affiliate to the Company during the course of this Agreement.
13. Force Majeure
13.1 The Company shall not be liable for the non - performance or improper performance of its
obligations under this Agreement, should the Company is prevented from or 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 non - operation of any computer transaction system due to defectiveness or failure of the
mechanic equipment, fault or stop page 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 price s in the
Underlying Asset / Market as well as any other event, act and/or circumstances that will have direct
effect in the regulated markets and which, including, without limitation, any illegitimate actions against,
not reasonably within the Company’ reasonable control , and the effect of that event(s) is such that the
Company is not in a position to take any reasonable action to prevent.
13.2 If the Company determines in its 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
14. Dispute Resolution
14.1 The parties further agree that they will 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 6 above herein; (b) on or following the Dispute Date, the parties will 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 Joint Business Days of the Dispute Date,
refer issues internally to appropriately senior members of staff of such party or of its Affiliate, adviser or
agent in addition to actions under (b) immediately above (including actions under any Agreed Process
identified and used under (b) immediately above) and to the extent such referral has not occurred as a
result of action under (b) immediately above (including any Agreed Process).
15.1 In the event that a situation arises that is not covered under this Agreement, the Company will
resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action
as is consistent with market practice.
15.2 No single or partial exercise of, or failure, or delay in exercising any right, power, or remedy (under
these terms or at law) by the Company shall constitute a waiver by the Company of, or impair or
preclude any exercise or further exercise of, that or any other right, power or remedy arising under this
Agreement or at law.
15.3 Any liability of the Affiliate 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 will not prevent the Company from subsequently requiring compliance with the
15.4 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.
15.5 Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the Affiliate and the Company.
15.6 The Affiliate will not represent itself as agent of the Company and the Affiliate will have no authority
or power to bind the Company or to contract in the name of or create a liability against the Company.
15.7 The Affiliate agrees to inform the Company about all facts and circumstances, he/she becomes
aware of, that may result in undesired consequences (risks) for the Company.
15.8 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 Affiliate is deemed to have received
Written Notice of the assignment in accordance with this Agreement.
15.9 The Affiliate may not assign, charge or otherwise transfer or purport to assign, charge or otherwise
transfer the Affiliate’s rights or obligation s 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.
15.10 If any term of this Agreement (or any part of the term) 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.
15.11 No variations of this Agreement are effective unless made in writing (including email).
15.12 This Agreement shall be governed by, and construed in accordance with the laws of the Republic
of Cyprus. With respect to any proceedings, the Affiliate irrevocably:
(a) agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to determine any
(b) waives any objection which the Affiliate may have at any time to bring any proceedings in any such
(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 Affiliate.
15.13 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 or either of them.
15.14 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.
15.15 Where this Agreement is issued in a language other than English, the English language version
shall take precedence in the event of any conflict.
Appendix A – Dynamic CPA
This appendix forms part of the FXORO Affiliate Agreement and it will complement but not supersede
any of the information and terms within the FXORO Affiliate Agreement.
Commission shall be available to the Affiliate for each Qualified Trader in accordance with the
categories defined in the table below in the form of Dynamic CPA Commission:
The Tier categories will be detailed in Appendix B.
|Dynamic CPA Table ||Number of Qualified Traders Per Period|
|Country of Residence ||1 - 7 ||8 - 15 ||16 -24 ||25+|
|Tier 1 ||$700 ||$800 ||$900 ||$1,000|
|Tier 2 ||$500 ||$600 ||$700 ||$800|
|Tier 3 ||$350 ||$400 ||$500 ||$600|
Criteria for receiving the above Commission:
- The non-deposit/free deposit account and the demo account will be tracked but will not attract
- A Period is 1 calendar month.
- The CPA will not be fixed but will be dynamic as defined in the Affiliate Agreement.
- The country of residence will be determined and evidenced using a Proof of Residence
documentation by each Qualified Trader upon his/her successful registration of a Company
trading account and not by other means such as but not limited to the I.P. Address or place of
birth of the Qualified Trader.
Appendix B – Tiers & Restricted Countries
For the avoidance of doubt, countries which are not named below will be deemed as included into the
“Other Countries” category on Table 1.
Table 1 below defines the list of Countries grouped in tiers 1 to 3.
Tier 1 Countries
Tier 2 Countries
United Arab Emirates
Tier 3 Countries
Isle of Man
All other countries
Table 2 below defines the list of Countries in which the Affiliate must not advertise the Products and
Services of the Company. The Affiliate must not refer and will not receive Commission for referring
traders who are currently residing in the Countries listed in Table 2.
|North Korea ||Belgium|
|Nigeria ||South Korea|
|Bosnia & Herzegovina ||USA|
|Iraq ||North Korea|
|Lao PDR ||China|
|France ||New Zealand|