Dated 2023-02-21 Finvest Solutions Limited
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partner agreement
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Partner agreement Definitions dated 2023-02-21 Finvest Solutions Limited. incorporated and registered in Saint Vincent and the Grenadines with company number 24275, whose registered office is at First Flour, First Saint Vincent Bank Ltd. Building, James Street, Kingstown, St. Vincent and the Grenadines (further "SC" ); and _________ , whose residential address is ____ (further "Partner" ), further in common called "Parties" , have completed the present agreement as follows: SC is engaged in the business of executing and clearing orders for Trades and IB wishes to introduce prospective customers to SC; For the purpose of this Agreement: "Agreement" - means this agreement including Appendices; "SC Website" - means SC's website located at url www.mtrading.com, its subpages, or such other url as notified by SC from time to time to IB; "Confidential Information" means any Information relating to any Trades or any Customer Account or trading position; and any other information relating to SC, its Customers (including Introduced Customers) and their business or activities and its finances, planned products, business development, pricing, charging and commission policies, marketing surveys and research information whether disclosed inadvertently or otherwise by SC, its representatives or advisers to Partner or its representatives or advisers. Confidential Information does not include information which is or becomes generally available to the public otherwise than as a result of disclosure, inadvertent or otherwise, by either party (or their representatives or advis- ers) contrary to their respective obligations of confidentiality hereunder; "Customer Account" - means an account opened by a Customer with SC; "Customer Agreement" - means the agreement between SC and a Customer relating to its Customer Account and Trades which shall include SC's standard terms and conditions; "Customer" - means any present or future person who or which is a customer of SC and has opened an account with SC for the purpose of undertaking Trades; "Exchange" - means any financial, stock or commodity exchange; "Partner Fee" - means the fee or commission specified in Appendix A due to Partner in relation to Trades for Introduced Customers; "Intellectual Property" - shall mean any and all patents, utility models, trademarks, service marks, trade names, logos, design rights, copyrights, Internet domain names, database rights, rights in computer software, inventions and know-how, and other similar proprietary rights which may subsist in any part of the world, whether registered or not, including, where such rights are obtained or enhanced by registration, any registration of such rights and applica- tions and rights to apply for such registrations; "Introduced Customer" - means any Customer introduced to SC directly by Partner during the continuance of the Agreement; "Power of Attorney" - means the power of attorney executed by the Introduced Customer in favor of Partner in a form acceptable by SC permitting Partner to give instructions to SC in respect of Trades; Relationship between parties "Spamming" - Sending any e-mail with to anyone that has not requested this particular infor- mation or has agreed to criteria this email fulfills. Sending any e- mail with SC's name to any type of "Safe List" or through any type of "Safe List" service. Sending any e-mail with SC's name to any type of "lead" or "prospect" before Partner has received a request for more infor- mation from them. Sending any e-mail with SC's name to as part of a confirmation or thank you letter as a result of a posting to a classified ad site or a Free for All Links site. Use of Scumware and other predatory advertising methods; "Trade" - means a transaction on behalf of a Customer with or through SC or transmitted to SC for execution or clearance, including but not limited to: a future, option, contract for differenc- es, spread or binary bet, spot or forward contract of any kind in relation to any commodity, metal, financial instrument (including any security), currency, interest rate, index or any combi- nation thereof); or any other transaction which SC and Partner agree in writing, shall be a Trade; "Force Majeure Event" - means any cause, event or happening preventing either Party from performing any or all of its obligations which arises directly and predominantly from or is directly and predominantly attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented including strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any third party), act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm, power failure or interruption or default of suppliers or subcontractors; "Promotional Material" - is broadly defined as any written or verbal communication with the public that relates in any way to the solicitation of Customers or a transaction in an existing Customer Account, includ- ing all written or verbal material generated by SC or Partner. Promotional Material also includes published written texts, training materials, advertisements, research reports, corre- spondence to Customers, as well as market analyses, newsletters and generally anything written that assists in the solicitation process, whether prepared by SC, IB or any third party; "Services" - means those financial products offered by SC; The descriptive headings to claus- es, appendices and paragraphs are inserted for convenience only, have no legal effect, and shall be ignored in the interpretation of the Agreement. SC and Partner acknowledge that the relationship created between them by this Agreement or between SC and any officer or employee of Partner is not as employer and employee, agents, partners, or joint ventures. Partner shall not act as an agent or appointed representative of SC or hold himself out as having any authority to do so or give or accept any commitment guaran- tee of obligation for or on behalf of SC. Partner agrees that it shall not and shall have no power or authority to incur any liability on behalf of SC or its affiliates or in any way to pledge the credit of SC or its affiliates or accept or make any contract binding upon SC or its affiliates or give or make any warranty or representation on their behalf. Partner accepts and acknowl- edges that: • it has no and will obtain no proprietary interest in, or right to use, the Intellectual Property belonging to SC; • it will not use any trademark, trade names or logos of, or which resemble to SC's corpo- rate identity and which would therefore be likely to confuse or to mislead the public; • it will not alter or otherwise tamper with any trademarks, trade names, logos, numbers or other means of identification of SC; Licences and rights Partner will notify all Customers of the general nature of the referral relationship between Partner and SC, including the fact the SC will pay Partner a fee or commission in relation to Introduced Customer revenue. Partner agrees that it and its employees and agents will not make any representation to Customers regarding SC or SC's responsibilities that is inconsist- ent with the terms of this Agreement. This Agreement is being entered into solely for the benefit of the parties hereto and their successors and permitted assigns. It may not be relied upon by any other person as the basis for any claim or dispute against one or both parties, or as evidence of the rights or obligations of one or both parties hereto with respect to such other person. SC and Partner shall each be responsible for their own liabilities for applicable taxes or fees or other liabilities to all applicable tax or governmental authorities. SC and Partner shall, inde- pendent of one another, supervise the activities and training of their respective officers, employees and agents in the performance of their functions, and neither shall be responsible for the other's officers, employees and agents. Except as otherwise provided in the Agreement, every notice (including any request, demand, instructions, communication or other document) under this Agreement shall be in writing. Each Party represents and warrants to the other that during the term of this Agreement: it has and will continue to have legal capacity to execute and perform this Agreement; it he has and will maintain all licenses, recognitions, registrations, permissions, authorizations, exemptions and memberships necessary for the conduct of his business; the execution and performance of this Agreement by it does not, and will not, violate or conflict with the terms of any existing agreement or understanding to which it is part. Each Party warrants its compliance, as well as that of its officers, employees and associated persons with all laws, rules and regulations to which that party may be subject including all rules, regulations, guidelines, customs and usages of the various professional organizations and of any self-regulating organization to which it may be subject. Partner will maintain compliance and supervisory procedures that are adequate to assure compli- ance by Partner and its employees and agents with applicable statutes, laws, directives or ordi- nances, requirements of any government, governmental authority, regulatory agency or selfregula- tory body governing the provision of services and activities that may apply to Partner, the Intro- duced Customers or any Customer Accounts and any procedures established from time to time by SC. Partner will not introduce to SC any person who appears on any lists of known or suspected terrorists or terrorist organizations such as OFAC, FATF and FINCEN, and will cooperate with SC in obtaining any information or documents SC may reasonably request in connection with SC's compliance with any relevant anti- money laundering legislation or any other relevant statute, law, directive or ordinance, requirement of any government, governmental authority, regulatory agency or self-regulatory body that may apply to Partner, the Introduced Customers or any Customer Accounts, applicable to SC as it may relate to Introduced Customers. SC and Partner acknowledge that the relationship created between them by this Agreement or between SC and any officer or employee of Partner is not as employer and employee, agents, partners, or joint ventures. Partner shall not act as an agent or appointed representative of SC or hold himself out as having any authority to do so or give or accept any commitment guaran- tee of obligation for or on behalf of SC. Partner agrees that it shall not and shall have no power or authority to incur any liability on behalf of SC or its affiliates or in any way to pledge the credit of SC or its affiliates or accept or make any contract binding upon SC or its affiliates or give or make any warranty or representation on their behalf. Partner accepts and acknowl- edges that: • it has no and will obtain no proprietary interest in, or right to use, the Intellectual Property belonging to SC; • it will not use any trademark, trade names or logos of, or which resemble to SC's corpo- rate identity and which would therefore be likely to confuse or to mislead the public; • it will not alter or otherwise tamper with any trademarks, trade names, logos, numbers or other means of identification of SC; Marketing Partner agrees not to issue or distribute any Promotional Material, whether on the internet or otherwise about SC without SC's express written consent. Any Promotional Material that, directly or indirectly, promotes the services of SC will be fair and not misleading and must include an appropriate risk warning. In addition, any reasonable amendments to such Promo- tional Material requested by SC must be complied with and materials which become out of date must be withdrawn without delay. Partner formally undertakes to make no other representations or statement of any nature to Customers of SC that deviates from those defined in the Customer Agreement of SC. Partner shall not make a personal visit or oral communication to prospective customers in contravention of local and/or domestic laws and regulation relating to Customer solicitation, offering of financial instruments, or any other rules applying to marketing and Customer protection measures in specific countries. Any Promotional Material made and/or purchased and/or invested by Partner for the purpose and the course of partnership activities, shall belong to SC, regardless of the identity of the maker or purchaser of such material. All plat- form patterns, as well as all advertising and communicating methods used by Partner, will be subject to SC's approval, prior to Partner's usage. Moreover, such includes materials already provided by SC to Partner, which will remain being subject to SC's consent and approval prior to Partner's implementation and/or usage. It is the full responsibility of Partner to market SC and SC Services, as well as any other prod- ucts in a legal, ethical and honest fashion. Partner shall at all times comply with all local and federal Spamming, fax, broadcast and telemarketing, laws, directives and regulations. Any Partner's Promotional Material that does not comply with applicable local, state or federal laws, is strictly forbidden and shall be held as an unauthorized use of SC's trademark. SC will have the full authority to cease, cancel or alter any publication or communicating method used by Partner, whenever SC finds that such material does not comply with SC's standards as for positioning SC's or third party's reputation and goodwill in the market. SC shall have the full authority, at its own discretion, to determine whether the nature of such materials sufficiently comply with its standards, regardless to their otherwise being legally or ethically compliant or non-compliant. Partner further agrees and warrants that it will comply with all local, state and federal laws, directives and regulations regarding Spamming. SC reserves the right not to accept an applicant to become an Partner in case the applicant intends to promote SC's Services on web sites which: SC in no way participates in Spamming and Partner has to adhere to this policy as well. In case that Partner has their own e-mail address list (e.g. - surfers that positively selected the option to receive e-mails from the sender), SC may consider approving the sending of such e-mails as per Partner's request. Such request will be submitted in writing by Partner to SC, • promote sexually explicit materials; • promote violence; • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; • promote illegal activities; • violate intellectual property rights. associated with all relevant info needed, and SC may, at its own discretion, respond with a written approval to Partner. More specifically, SC does not undertake to approve any of such requests, and in case it does approve such mailing, separate approval will be needed for each single mailing batch. Partner shall always include "unsubscribe" information at the top and bottom of email. Partner will not guarantee any Customer against loss in respect of any Trade effected with or for such Customer or make any representation to such effect and will not provide to any Customer any false or misleading information concerning SC, Services of SC, or profit making opportunities from Trades. Customers and accounts SC will enter into Customer Agreements that will govern the relationship between SC and the Customer and will be responsible to them for the performance of its Services. It is the full responsibility of the Partner to return the Customer Agreement signed by the Introduced Customer to SC before the Introduced Customer can activate an account with SC. SC will treat all its Customers equally, whether these Customers are introduced by Partner or not, thus by entering into this Agreement Introduced Customers will not be overcharged and any fees or charges paid by the Introduced Customers to the Company will be the same as those paid by all other SC Customers. In case Partner requires SC to alter the Trade conditions and collect extra fees or charges from Introduced Customers, then Partner has to present SC with a document signed by Introduced Customer accepting the extra fees and charges. It is agreed and understood that SC retains the right in its entire discretion to refuse to open an account for an Introduced Customer without being required to disclose the motive for such a refusal. SC may at its sole discretion accept or refuse any Introduced Customer. In the case of the refusal of a Customer and for whatever reasons given for that refusal, Partner shall have no right of recourse to any Partner Fees for that customer. SC may, at its discretion, with cause, liquidate all, or any portion, of the open positions in the Introduced Customer's account. In the event any provision of any separate agreement between Introduced Customers and Partner conflicts with Customer Agreement, the latter will prevail. Partner will furnish SC with a copy of all separate agreements between itself and each Introduced Customer relevant to Partner's relationship with SC at the time any such agreements are entered into. SC may request information relating to them directly from Introduced Customers to the extent required by law. SC will establish and maintain credit or similar exposure limits for each Intro- duced Customer in accordance with SC policies and procedures. An existing SC customer will not be considered Introduced Customer unless the Customer opens an account as a direct result of Partner recommendation and, at the time that customer opens such an account with SC, they have not traded on any account that they already hold with SC for at least 3 months or unless SC agrees in writing to consider the Customer as Introduced Customer. If any Introduced Custom- er during the term of this agreement is in breach of any of its payment obligations under the Customer Agreement with SC, SC reserves the right to withhold the Partner Fee in relation to the defaulting customer (up to a maximum of the default amount) until such time as the SC in no way participates in Spamming and Partner has to adhere to this policy as well. In case that Partner has their own e-mail address list (e.g. - surfers that positively selected the option to receive e-mails from the sender), SC may consider approving the sending of such e-mails as per Partner's request. Such request will be submitted in writing by Partner to SC, associated with all relevant info needed, and SC may, at its own discretion, respond with a written approval to Partner. More specifically, SC does not undertake to approve any of such requests, and in case it does approve such mailing, separate approval will be needed for each single mailing batch. Partner shall always include "unsubscribe" information at the top and bottom of email. Partner will not guarantee any Customer against loss in respect of any Trade effected with or for such Customer or make any representation to such effect and will not provide to any Customer any false or misleading information concerning SC, Services of SC, or profit making opportunities from Trades. breach has been remedied and is no longer outstanding. If Partner, having accepted these regulations, has not acquired at least one Customer within 6 months, SC reserves the right to transfer the Partner Account to the archive and block the referral code and referral link. If a Customer, having registered in the Traders Room through a referral link has not opened at least one real account within 6 months, SC reserves the right to exclude this Customer from the referral partners group. If a Customer, having registered in the Traders Room through a referral link, did not trade on a real account within 6 months, SC reserves the right to exclude this Customer from the referral Download 1.86 Mb. Do'stlaringiz bilan baham: 
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