DOCUMENTS REQUIRED FROM THE PARTNER
b) the production of a recent (up to 6 months) utility bill, local authority tax bill or a bank statement or any other document same with the aforesaid, which verifies the person's permanent address.
B) For the verification of the identity of a Legal Entity, FXGlobe Ltd requires colored and transparent copies of the following documents:
(a) Certificate of Incorporation and Certificate of Good Standing (where available) of the Legal Entity
(b) Certificate of Registered Office
(c) Certificate of Directors and Secretary
(d) Certificate of Registered Shareholders in the case of private companies and public companies that are not listed in a Regulated Market of an EEA country or a third country with equivalent disclosure and transparency requirements
(e) Memorandum and Articles of Association of the Legal Entity
(f) A resolution of the Board of Directors of the Legal Entity for the opening of the account and granting authority to those who will operate it
(g) in the cases where the Registered Shareholders act as nominees of the Beneficial Owners, a copy of the Trust Deed/Agreement concluded between the Nominee Shareholder and the Beneficial Owner, by virtue of which the registration of the shares on the Nominee Shareholder's name on behalf of the Beneficial Owner has been agreed
(h) documents and data for the verification, according to the procedures set in Sections 11.10.1 and 11.10.2, of the FXGlobe's Anti-Money Laundering Manual, of the identity of the persons that are authorised by the Legal Entity to operate the account, as well as the Registered Shareholders and Beneficial Owners of the Legal Entity.
For both of the above FXGlobe requires
Bank name, address, account number and sort code or IBAN.
In this Agreement unless the context otherwise requires:
"Promotional Material" - businesses tools, physical and online material, used to promote and/or market the services. It can include sales collateral material, advertisements and even small, everyday products that contain the name and phone number of the Company.
"Introducing Broker (IB)" - Is a physical or legal entity which agrees with the Company to refer its existing or potential clients to the Company for a setup compensation/commission plan. IB can conduct its business mainly in offline environment (through established call centers or partners, friends, relevant contacts, etc.) and in accordance with regulations specified by the Company.
"Affiliate" - Is a person or legal entity which agrees with the Company to promote the relevant services and bring to the company flow of clients. Usually via online methods and comply with all company requirements and business conduct rules.
"Partner" - Is a term used and meaning both types of partners, either IB or Affiliate. Thus, this agreement referring to a "Partner" means that the specific clause applies to both IBs and Affiliates.
"Services" - means the range of Services that are provided by FXGlobe under its authorization and policies, and which is promoted by the Partner under this Agreement for the purpose of promoting FXGlobe's Business;
1.2. Construction of Certain References
In this Agreement unless the context otherwise requires, any reference to:
a. a 'Consent' also includes an Approval, Authorization, Exemption, Filing, License, Order, Permit, Recording or Registration (and references to obtaining Consents are to be construed accordingly);
b. a 'Law' includes Common or Customary Law and any Constitution, Decree, Judgment, Legislation, Order, Ordinance, Regulation, Statute, Treaty or other Legislative measure, in each case of any relevant Jurisdiction (and 'lawful' and 'unlawful' shall be construed accordingly);
c. a 'related Company' means a related Company as defined in the Companies Act 1993 provided that the definition of 'Company' includes a Company wherever incorporated;
d. 'Tax' includes any present or future Tax, Levy, Impost, Duty, Rate, Charge, Fee, Deduction or Withholding imposed, assessed or levied by any Governmental Agency, (whether State or Local), and any Interest, Penalties, Fines, Costs, Charges, and other Liabilities arising from or payable in respect of such Tax;
e. 'Working Day' means a day, other than Saturday or Sunday, on which Registered Banks are open for Business in the Republic of Cyprus.
1.3. General construction
In interpreting this Agreement, the following Rules must be applied unless the context otherwise requires:
a. Headings to clauses are for reference only and are not an aid in interpretation.
b. References to Statutory provisions will be construed as references to those provisions as they may be amended or re-enacted or as their application is modified by other provisions from time to time.
c. References to Clauses or Schedules are to Clauses of or Schedules to this Agreement, and any Schedules referred to form part of this Agreement.
d. References to a Party are to a Party to this Agreement and include that Party's Successors in title and permitted assigns.
e. Words importing the plural include the singular and vice versa and words importing gender import all genders.
f. Any obligation not to do something will be deemed to include an obligation not to suffer, permit or cause that thing to be done.
g. All Warranties, Representations, Indemnities, Covenants, Agreements and Obligations given or entered into by more than one Person will be deemed to have been given or entered into jointly and severally.
h. Any statement in this Agreement stated to be to the best of a Party's knowledge or to be so far as a Party is aware, (or any similar expression), will be deemed to include an additional statement that it has been made after due and careful enquiry.
2.1. The Partner agrees to perform the Services in a timely, careful, efficient and competent manner in accordance with the Terms of this Agreement.
2.2. The Partner ensures and will continued to ensure that there is no Contractual and/or any other hindrance to it, entering into this Agreement and it has all the Legal qualifications to enter into this Agreement and it fits judicially and authorized to sign binding Agreements.
2.3. The Partner shall promptly commence and expeditiously carry out the Services.
2.4. The Partner shall exercise its duties and obligations stipulated herein with Due Care, Skill and Diligence, particularly while carrying out the Services and performing the goal of this Agreement, while handling the records belonging to FXGlobe or to any Customer.
2.5. The Partner shall, at all times, act in Good Faith for and towards FXGlobe.
2.6. The Partner shall not carry out any action, in any way/manner, which may be considered as manipulation or abuse of the Agreement herein and business relationship with FXGlobe, as well as of the information, data, Policies, services, and any other materials and tools (considered to be FXGlobe's property and under FXGlobe's responsibility and control) received form FXGlobe.
2.7. The Partner shall ensure the use of its best efforts and devote reasonable time, and resources to promote and market the Services of FXGlobe on those websites with respect to which the Partner has or will have a marketing arrangement (the "Websites"), and identify for the Company prospective users ("Leads") within the country (the "Territory") to which the Partner has actively promoted the Services via the Websites.
2.8. The Partner shall imply its best efforts and devote reasonable amount of time and resources to promote FXGlobe, in Platforms or Media/Networking available to IB.
2.9. The Partner shall, at all times, ensure that the Company's business is compliant with the regulatory framework, and therefore shall always ensure that any promoting action or agreement entered into for the services provided by FXGlobe, shall be pre-approved by the Compliance Department of FXGlobe.
2.10.The Partner shall understand and acknowledge that, in its capacity as Agent, the Company remains responsible for any actions or omissions on its behalf, regardless whether authorized by the Company or not, for the insufficient or low degree of compliance with regulatory requirements.
2.11.The Partner shall periodically review the laws and regulations that apply to the Company's business activity in order to ensure a legal business conduct. In addition, the partner may at any time and in certain serious cases shall refer the matters, which are made on the Company's name or may directly or indirectly affect the Company, to the Company's Compliance Department.
2.12.The Partner shall comply with such directions as FXGlobe may give in regards to the performance of the aim of this Agreement.
2.13.The Partner shall work co-operatively with FXGlobe's Management Staff and other Employees, in order to ensure a highly-ranked service for the Customers and sufficient internal procedures within the Company's organization.
2.14.The Partner shall not do anything to prejudice the good name of FXGlobe in its dealings with Third Parties or jeopardize it in any manner compliance wise within the regulatory framework where its obligations are established.
2.15.The Partner shall comply with and act in accordance to FXGlobe Terms and Conditions, (hereinafter "T&C") and all other Policies and Procedures of FXGlobe, relating to the Service Provision, Platforms, Marketing and Promoting.
2.16.The Partner shall comply with all the applicable Statutory Laws, Regulations and Approvals and shall conduct its Business in professional manner in accordance with the Standards of the Industry.
2.17.The Partner shall, when employing any staff in order to carry out the obligations and duties under this Agreement, ensure that such employment is of a sufficiently and dully qualified employees with relevant experience and knowledge about the market and Company itself.
2.18.The employees of the Partner should be regularly informed and sufficiently trained by the IB regarding the company's policy and regulatory framework of the FXGlobe. The employees should not carry out any act to prejudice the good name of FXGlobe in its dealings with Customers or any other Third Parties.
2.19.The Partner understands and acknowledge that all terms herein involving the compliance and regulatory obligations and are directly applicable as the obligations and responsibilities of the Partner, shall automatically apply also to the employees of the Partner.
2.20.The Partner undertakes the obligation and responsibility to closely control and monitor the business conduct of the employees (if any), which should be conducted according to the regulatory framework applied to FXGlobe, terms and conditions described in the Agreement herein and any instructions provided by FXGlobe to the Partner in due course of business relationship. If there is any action which cannot be fulfilled accordingly, the Partner should immediately inform FXGlobe in order to find a solution and ensure sufficient compliance accordingly.
2.21.The Partner shall carry all duties and responsibilities due to any judgment, and/or Agreement, and/or payment routine, and/or receipts to those employed by it in the process of implementation of this Agreement, and will ensure that it is carrying on its business as an Independent Contractor and not as an Agent or Employee of FXGlobe.
2.22.The Partner shall acknowledge that all complaints addressed towards FXGlobe shall be handled by the Complaints and/or Compliance Department of FXGlobe, and therefore the Partner shall notify FXGlobe, in writing, immediately upon obtaining notification of any Complaint or pending or threatened action or proceeding by any Client and/or Third Party in respect of any alleged errors, corrections or other matters relating to FXGlobe. Any decision provided by FXGlobe regarding any such matter and/or issues shall be decisive and binding on the Partner as well.
2.23.The Partner acknowledges and consents that in his capacity as Agent he cannot handle the clients complaints unless allowed, in writing, and therefore assisted and instructed on the process as such, by the Company. The Clients' all matters are to be handled by the Company's relevant departments according to the regulatory requirements and therefore in the eyes of law the clients are to be under the company's responsibility.
2.24.The Partner also understands and acknowledge that being an Introducing Broker he cannot hold client's funds and/or in any manner manage them. The Clients' funds are to be handled by the Company's relevant departments according to the regulatory requirements and therefore in the eyes of law the clients funds are to be under the company's responsibility.
2.25.Further to the above, the Clients are to be considered as the Company's clients and not of the Partner. Partner is solely an Introducing Broker or Affiliate, in a capacity as Agent, which receives remuneration from the Company for such introductory services, according to the compensation scheme agreed herein.
2.26.The Partner understands and acknowledge that, for the purpose of regulatory requirements and effective business relationship conduct, FXGlobe maintains relevant recordings regarding the cooperation between itself and the Clients referred/introduced by the Partner, as well as regarding the cooperation with the Partner itself.
2.27.The Partner shall ensure that all promotional material is of a type, and is disseminated in a manner, that will not cause disrepute or harm to FXGlobe, and shall comply with all applicable Laws and Regulations, including, but without limitation, the anti-spam Laws and Regulations. Without limiting the generality of the foregoing, the Partner shall:
a) not send any e-mail regarding FXGlobe or its services:
· to any individual or entity that has not requested such information
· to any type of "Safe List" or through any type of "Safe List" service or
· as part of a confirmation or thank you letter as a result of a posting to a classified advertisement website or a "Free for all Links" website, and
b) always include "unsubscribe" information at the top and bottom of any e-mail regarding the Partner and its services. Immediately upon notice from the Partner that, in the Partner 's opinion, any promotional material (content or method of use) does not comply with this standard, the Partner shall cease the use of such materials or manner of use.
c) not use the name of FXGlobe in any promotional materials or otherwise, without obtaining the prior written approval of FXGlobe, and not to distribute any such promotional materials in any manner or forum which may be offensive or which may cause harm to the FXGlobe, including any website that:
· promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities; or
· Violates any intellectual property or other proprietary Rights of any Third Party.
2.27.1. Any promotional material that is intended, by the Partner, to be used shall pass through the company's Compliance department for approval prior any using action takes effect.
2.28.The Partner shall not take or omit to take any action which he knows or ought reasonably to know is likely to prejudice or to bring into disrepute in any manner the Business of FXGlobe.
2.29.The Partner shall not knowingly do or commit (or permit to be done or committed) any act, matter or thing, that he knows or ought reasonably to have known that is likely to result in finding FXGlobe in breach of any of the provisions of FXGlobe's Terms and Conditions and/or applicable Laws and/or Regulations.
2.30.The Partner shall not make any representation or warranty concerning FXGlobe except a prior authorization has been given by the FXGlobe.
2.31.The Partner shall not, in his capacity as Introducer/Agent, incur any liability on behalf of FXGlobe or in any way pledge or offer credit or accept or enter into any Contract binding upon FXGlobe. It is therefore clarified that FXGlobe does not give any direct and/or indirect, express and/or implied authorization to the Partner to conclude, enter, sign, and/or commit any action that would legally bind FXGlobe with Third Parties.
2.32.The Partner shall not, in any case and in any manner, provide or represent to any Customer or Third Party any misleading or fraudulent information. The Partner shall never promise or guarantee results regarding the commitment at subject to be performed. Particularly, to Clients, the Partner shall never, in any way represent or stipulate to any Client that FXGlobe guarantees or will guarantee profit or anything against loss when receiving Services from FXGlobe.
2.32.1. If the Partner breaches any of the sections 2.32., 2.33., 2.35. or 2.34. then the Partner will hold personal liability towards the innocent party.
2.33.The Partner shall not, by any method of business conduct, directly or indirectly, furnish any Customer with investment advice or personal opinion.
2.34.The Partner shall not present itself as an agent or authorized representative of the Company in any manner and not attempt to bind the Company in any manner and not to use any trademarks or signs of the Company without prior written consent of FXGlobe.
2.35.In case the Partner is making use of any Promotional Scheme offered by the FXGlobe on its official website or any other promotion that has been expressly authorized to the Partner, the Partner shall follow the specific Terms and Conditions of that Promotion as designed by the FXGlobe, and should not, in any way, omit, mislead or fraudulently represent it to Customers or any other party. Additionally, such Terms and Conditions should not be abused by the Partner.
2.36.In addition, the Partner shall not engage in any fax, broadcast or telemarketing with respect to FXGlobe or its Services or make use of any "scrum ware", (the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices), or use any predatory advertising or marketing methods in any manner related to FXGlobe or its Services. The Partner's Personnel (if any) may not generate, distrusted or use any promotional material that:
· is likely to deceive the Public;
· contains any material misstatement of fact or a statement that such Person knows omits a fact, if such omission makes the promotional material misleading;
· mentions the possibility of Profit unless accompanied by an equally prominent statement of the Risk of Loss
· includes a measurement or description of, or makes any reference to hypothetical results which could have been achieved, had a particular trading system been employed in the past, unless accompanied by the statement identified below;
· includes any reference to actual past Trading Profits without mentioning that past results are not necessarily indicative of future results; or
· Includes any specific numerical or statistic information about the past performance of any actual Accounts, (including Rate of Return), unless such information is and can be demonstrated to be representative of the actual performance for the same time period of all reasonably comparable Accounts.
2.37.All Costs of the Partner in connection with its provision of the introductory services and under this Agreement shall be borne solely by Partner and FXGlobe and shall not under any circumstances participate in such Costs, unless otherwise agreed in writing between the Parties.
2.38.The Partner undertakes and declares to carrying on business as an independent contractor and not as an agent or employee. Nothing in this Agreement is to be construed to create a partnership, joint venture or employment or agency relationship between the Company and the Affiliate. The Affiliate shall pay for all taxes, ACC levies and other liabilities arising in relation to the performance of its obligations under this Agreement and shall indemnify the Company against all such liabilities.
2.39.The Partner undertakes and declares to keep all the information, or subsequent any trade secrets, techniques, marketing ideas, know how, plans, concepts, data, customer lists, prospective customer lists, names and addresses and other information regarding customers and prospective customers, and any other subject matter pertaining to the Company or its clients, or customers which the Partner may use, or information otherwise acquired during its relationship with the Company (hereinafter the "Confidential Information") which is directly or indirectly related to the business relationship with the Company, confidential and not disclose to any third party at any time during this Agreement, unless it is for the benefit of the Company and a prior approval has been given by the Company itself.
2.40.The Partner shall notify FXGlobe immediately if there are any changes in Partner 's status of Registration with the appropriate Authorities.
2.41.The Partner shall notify FXGlobe immediately if it receives any Subpoenas or Claims, due to any type of Fraudulent Business practices, including but not limited to; false Claims, misleading promotional materials, or any Customer Complaint.
2.42.The Partner shall notify the Company immediately if it receives any Court proceedings, due to any type of fraudulent business practices, including but not limited to; false claims, misleading promotional materials, or any customer complaint.
2.43.The Partner understands and acknowledges that is under his/her sole responsibility to regularly refer to the Affiliate Agreement, Terms and Conditions of the Company and of the Policies in general, so it can ensure an effective update of the Company's policies and business relationship terms.
3.1. The Partner is an Independent Contractor, is not an Employee of FXGlobe, and will be responsible for its own liability for Tax, other Charges and Costs incurred in performing the Services.
3.2. The Partner agrees to indemnify FXGlobe against any Tax, Payments, or Levies assessed against FXGlobe due to the User's Non-Compliance with this Clause.
4.1. This contract is non-exclusive and thus the Partner may enter into Agreements with other Persons for the provision of introductory services provided that:
a) Clause 2. is complied with, and
b) Such Services do not conflict with Partner 's obligations under this Agreement and do not place it in a situation where a Conflict of Interest occurs or may occur, and
c) Confidentiality Clause it is maintained and followed, and
d) The Partner will not find himself in breach of any of the provisions of this Agreement.
4.2. Where a Conflict of Interest is either reasonably foreseeable or arises in the course of business with any other Person, the Partner shall inform FXGlobe of the circumstances at the earliest practicable time to enable the potential or actual conflict to be addressed and resolved.
5.1. FXGlobe will provide the Partner with copies of or access to such promotion material or other Marketing and/or promotional materials relating to FXGlobe and/or Platforms and Systems as FXGlobe deems necessary or appropriate.
5.2. The promotional material is provided AS IS AND WITHOUT WARRANTY of any kind.
5.3. The Partner may display the promotional material on its Website solely for the purpose of marketing and promoting FXGlobe's Services, Platforms and Systems in its Territory of operation.
5.4. The Partner may not and has no authorization to alter, amend, adapt or translate the promotional material without FXGlobe's prior written consent; or remove or alter any Trade Mark, Copyright or other proprietary notice or designation, including without limitation, any Trade Mark contained in or displayed on any promotional material.
5.5. Nothing contained within any promotional material shall in any way be deemed a representation or warranty of FXGlobe.
5.6. In case the Partner is willing to create any new promotional material in which the name, website, or other media of FXGlobe is used, such as banner, ensign, letter, emblem, video, picture and any other advertisement tools, it shall firstly consult with FXGlobe and lastly receive the approval for the final version of such promotion from the Compliance Department of FXGlobe.
5.7. The Partner shall and will undertake its best efforts to ensure that any advertising, marketing, promotion addressed/disseminated to possible Clients of the Company are fair, clear and not misleading and comply with the provisions of the Cyprus Law 144(I)/2007, as amended.
5.8. The Company reserves the right to ask the discontinuation of the Partner 's advertisements immediately, if the Company considers, in its sole discretion, that the contents of such advertisement is or may be in violation of any Law, Regulation or Company Policy.
6.1. All CPA are under the strict vigilance of the risk management department.
6.2. The Company provides various schemes for commission payment of the Partners. Such Schemes/Plans defer and apply according to the status of the Partner and type of business relationship with FXGlobe, whether he is an Introducing Broker or Affiliate.
6.3. In case the Partner ceases to generate new monthly qualified active traders, The Company reserves the right to modify/cease the commission plan or terminate the affiliate agreement. The Partner Must provide a least one qualified trader referral within 30 days from the last qualified trader referral made from the Partner to the Company
6.4. Commission Plans/Schemes:
Under this Scheme Plan the Company offer to its Partners a fixed amount for every round turn lot traded, on the specific trading product, by the Customer referred by the relevant Partner to the Company.
This amount is dully agreed by the Parties of this Agreement.
CPA is a cost per acquisition. This is an amount defined by the company for new qualified trader who met requirements specified by the Company
No time limit is set as to when the Client can complete the required trading volume for the CPA payment.
Every Client referred by the Partner shall trade the agreed minimum trading volume, counted in the number of lots, in order for the CPA to be triggered, for a particular Client, and paid out to the Partner.
DCPA is Dynamic cost per Acquisition which means that commission is equal to the initial deposit of the client, up to a maximum amount which will be agreed between the Company and the Partner. The referred Client should complete the pre-set required trading volume for the DCPA payment to be released to the partner.
"Qualified Trader" is a new Client that didn't have a prior account with FXGlobe and have made an initial deposit and completed a pre-set trading volume.
"Trading Volume" is the amount of lots traded by the referred client. Such amount, necessary for the Partner to be eligible to get the CPA/DCPA commission, is set by the Company, on case by case basis, for each Partner particularly.
When an existing Partner introduces another Person to the Company to also become a Partner of FXGlobe, regardless of whether as IB or Affiliate, the introduced Partner will be titled as a sub-affiliate of the Introducing Partner.
Sub-Affiliate is also referred to as the Second-Tier Affiliate/IB, who, in other words, is a Partner which allows an existing Partner to make commission not only from its own sales but also of the introduced Second-Tier Partners.
In such case the Company provides the Sub-Affiliate Fee Plan which allows the introducing Partner, to receive 10% from the total amount payable, as a commission for the referred clients, to the new introduced Partner.
In order to be eligible for Sub-Affiliate Fee the existing Partner should ensure that the other Person, introduced, is not an employee of FXGlobe or any type of Partner with FXGlobe, and is not any type of a family member of any employee or of any business Partner of FXGlobe or of the existing Partner himself, and is not a third party which has any direct or indirect connection or relation to the Company itself.
6.5. FXGlobe will not pay for duplicate active Clients in the system under same Partner or different Partner or any other source. Also, FXGlobe will not pay for the personal trading account of the Partner or of his close relatives.
6.6. The numbers applicable within these schemes are established and provided by the Company on its sole discretion, for each Partner particularly.
6.7. The Partner shall receive Fees as agreed with the Company during the business relationship establishment.
6.8. All Payments will be due and payable in USD or Euro, according and upon the mutual Agreement between the Parties.
6.9. Payments will be done up to the 10th of each month for the introductory services received during the previous month.
6.10. The Partner is responsible and obliged to provide his payment details to the Company before the payment period starts and for the purpose of wire transfer payments the Partner is obliged to provide with an invoice.
7.1. Any Client who shall be referred to this Website, by a different Website and\or by any Affiliate and\or by any IB, shall be considered Exclusive and shall be associated with the same source for a minimum period of 3 months (the "Minimum Period").
7.2. For avoidance of doubt, the Minimum Period shall begin from the moment of the detection of the Client on the Website and not from the Moment of Client's actual registration.
7.3. The Site may use cookie and tracking technology depending on the features offered. Cookie and tracking technology is useful for gathering information such as browser type and operating system, tracking the number of visitors to the Site, and understanding how visitors use the Site. Cookies can also help customize the Site for visitors. Personal information cannot be collected via cookies and other tracking technology; however, if you previously provided personally identifiable information, cookies may be tied to such information. Aggregate cookie and tracking information may be shared with third parties.
7.4. "Web beacons" (also known as "single-pixel' or 'clear' GIFs) include electronic images imbedded in the Site or in communications sent through the Services which are invisible to users. Web beacons collect information, such as identifiers, time and date of access, and descriptions of the pages or communications in which the web beacons are imbedded. The Site and communications sent through the Services may include web beacons. We may use the web beacons on the Site and in communications sent through the Services for various purposes, including by way of example to track users who have visited our Site, viewed advertisements on the Site or in communications sent through the Services, or otherwise accessed communications sent through the Services.
8.1. In no event FXGlobe shall be held liable to any Partner and/or any Third Party engaging directly or indirectly with FXGlobe Trading Services and no Party will be entitled to recover from FXGlobe any incidental, consequential, indirect, special or punitive damages, (including, without limitation, damages for Loss of Business, Loss of Profits or Loss of Use), whether based on Contract, Tort (including, without limitation, Negligence), or any other cause of action relating to FXGlobe Trading Services or otherwise relating to this Agreement, even if FXGlobe has been informed or should have known of the possibility of such damages.
8.2. In any event, FXGlobe's liability to any Partner under this Agreement will be limited to the amounts payable to the Partner, according to the schedule settled herein, during the 3months period after the event giving rise to the claim for damages.
8.3. This limitation applies to all causes of action in the aggregate, including but not limited to Breach of Contract, Breach of Warranty, Negligence, strict Liability, Misrepresentation and other Torts.
9.1. The Partner agrees and undertakes to indemnify and hold FXGlobe, its Directors, Officers, Shareholders, Members, Employees, Agents, and each Person, if any, controlling FXGlobe, harmless from any and all claims, demands, proceedings, suits, or actions, (whether in law or in equity) and from any loss, damage, liability or expense, including reasonable Attorneys' Fees and other Legal Expenses, to which the IB may become subject arising out of or relating to any Act or Omission of the IB or any Person connected with, an IB or any other Party associated with an IB who is, or is alleged to be, of a violation of domestic or foreign Statutes, Laws or Regulations or arising from User's or such person's alleged Negligence or willful misconduct.
9.2. If the IB fails to perform its obligations, or breaches its Representations, Warranties, and Covenants hereunder, the IB will indemnify and hold FXGlobe harmless from any loss which FXGlobe may sustain as a result of such breaches, misrepresentation, fraud or any other types of errors made by the IB, its Agents, Servants and Employees in connection with the Services provided to prospective or introduced Counterparties hereunder.
9.3. FXGlobe may, in its sole discretion, elect to assume the sole defense, including the Settlement or Compromise, of any such claim, demand, proceeding, suit, or action instituted against FXGlobe and the IB.
9.4. Any aforesaid indemnification, hold harmless obligation, guarantee or loss sharing arrangement, shall remain in effect, without limit of time after the Termination of this Agreement, from any Act or Omission which shall have occurred during the period of this Agreement, whether discovered then or at any time subsequent to the Termination of this Agreement.
9.5. The IB shall promptly notify FXGlobe in writing of the assertion of any material claim against the IB by any introduced Counterparty, or of the Institution against the IB or any IB Director, Officer or Employee thereof of any suit, action, investigation or proceeding by any introduced Counterparty or by any Regulatory Agency, Exchange or Board of Trade, and of every material development in any such claim, suit, action, investigation or proceeding.
9.6. If the IB is involved in any such Customer Complaint, Civil Suit, Reparations, Arbitration or Regulatory proceeding or reasonably expects to become so involved, the IB shall cooperate with FXGlobe by furnishing all documents necessary to conduct an investigation and defend a Claim or proceeding, unless it would be clearly prejudicial for the IB to so cooperate. Without limiting the foregoing, the IB will permit appropriate Persons of FXGlobe or its Attorneys, Insurance Representatives or Auditors to interview Employees of the IB in the presence of Representatives of the IB.
This Agreement contains all of the Terms, Representations and Warranties made between the Parties and supersedes all prior discussions and Agreements covering the subject matter of this Agreement.
The Parties must each sign, execute, procure, pass and do all such further documents, acts, matters, resolutions and things as may be necessary or desirable for effecting the Transactions contemplated by this Agreement.
No amendment to this Agreement will be effective unless it is in writing and signed by all the Parties.
No exercise or failure to exercise or delay in exercising any Right or Remedy will constitute a waiver by that Party of that or any other Right or Remedy available to it.
14.1. No Party may reveal any information concerning this Agreement or its subject matter or any information arising from the operation of this Agreement to any Third Party, during or after the termination of the business relationship under this Agreement, other than:
a. as required by Law or the Cyprus and Exchange Commission (CySEC) Rules; or
b. in Good Faith and in proper furtherance of the objects of this Agreement; or
c. to its Professional Advisers; or
d. Information already in the Public Domain.
15.1. This Agreement will commence on the Date specified in the Schedule and may be terminated as provided hereunder.
15.2. This Agreement may be terminated by any Party giving a written Notice to the other Party of its intention to do.
15.3. Consequences of Termination of this Agreement:
a. each Party shall return to the other Party all property of the other Party in its possession or control, (including all promotional material and all confidential information); and
b. the IB shall immediately cease displaying any Promotional Material on any website or otherwise; and
c. All the rights granted to the IB herein this Agreement shall immediately cease and no longer apply.
d. The IB shall be entitled to receive any Payments up to the effective date of termination, pursuant to Terms and Conditions of this Agreement. Such payment obligations should be completed during the six (6) months period immediately following the effective date of the termination, unless termination is due to fraudulent Accounts/activity. If any Account is closed due to fraudulent activity, Payments received from the lifetime Trading activity of the closed Account will be forfeited and canceled by the Company.
e. The IB/Affiliate/Partner understands and acknowledge that the Clients which have been referred to the Company during the business cooperation are to remain with the Company, and are considered to be the clients of the Company, after the termination of this Agreement.
The Agreements, Obligations and Warranties contained in this Agreement will not merge on completion of the Transactions contemplated by it but will remain in full force until satisfied.
Nothing contained in this Agreement will be deemed or construed to constitute any Party to be a Partner, Agent or Representative of any other Party, or to create any Trust or Commercial Partnership.
The User may not assign or be relieved of its Rights or obligations under this Agreement without the prior consent in writing of FXGlobe.
If any provision of this Agreement or its application to any Party or circumstance, is or becomes invalid or unenforceable to any extent, the remainder of this Agreement and its application will not be affected and will remain enforceable to the greatest extent permitted by Law.
20.1. VALIDATION AND COPIES
The Agreement should be relevantly signed by both parties on a hard copy in order to be legally effective and valid. However, if the agreement has been signed by both parties on distance and thus forwarded to each other via email or any other method of communication, and the parties actually signed the copy with the other party's signature, this will still render the Agreement valid and reasonably and legally signed. Such version will still legally stand as a valid Agreement and legally effective in the governing jurisdiction of this Agreement, which is Republic of Cyprus.
This Agreement may be also signed online, on the relevant website of the Company, by the Partner using the compulsory tick-box in order to proceed or conclude the registration process. Such form of signature will have the same effect as if it was personally signed as a hard copy, as described in above clause, and will give the same legal effect and validity in the governing jurisdiction of this Agreement, which is Republic of Cyprus.
This Agreement may be executed in 2 or more Counterpart copies each of which will be deemed an original, and all of which together will constitute one and the same instrument.
20.2. TIME OF ESSENCE
Time will be of essence in the performance by any Party of its obligations under this Agreement.
20.3. RIGHTS CUMULATIVE
The Rights of the Parties under this Agreement are cumulative and are not exclusive of any other Rights and Remedies available to any Party.
21.1. Service of Notices
Any Notice given pursuant to this Agreement will be deemed to be validly given by E-mail communication to the address of the Party to be notified set forth below or to such other E-mail address as the Party to be notified may designate by written Notice given to all other Parties.
FXGlobe's e-mail address is email@example.com
21.2. Time of service
Any Notice given pursuant to this Agreement will be deemed to be validly given when sent provided that any Notice e-mailed either after 5 pm on a working day or on any day that is not a working day, will be deemed to have been received on the next working day.
This Agreement will be governed, construed and take effect as a Contract in accordance with the Laws of the Republic of Cyprus and the Parties submit to the non-exclusive Jurisdiction of the Republic of Cyprus Courts.
Each Party shall bear its own Costs in relation to the negotiate.