This Affiliate Agreement ("Agreement") is made by and between Kridex. ("KRX"), and the entity registered to be a "FOREX Affiliate" ("AFFILIATE") on the registration page (the "Registration Page") located at Kridex.com (the "FOREX Site"). This Agreement shall govern the terms and conditions pursuant to which AFFILIATE shall promote and market the "Partner Forex Trading Platforms", including but not limited to, the Kridex Platform (collectively, the "Platforms").

1. RESPONSIBILITIES OF AFFILIATE.

1.1. Activities. AFFILIATE will use its best efforts and shall devote reasonable amounts of its time, personnel and resources to (a) promote and market, within such territory as may be specified by KRX, in its sole discretion, and communicated to AFFILIATE via e-mail ("Territory"), the Platforms on those websites with respect to which AFFILIATE has or will have a marketing arrangement (the "Websites"), and (b) identify for KRX prospective users of the Platforms within the Territory to which AFFILIATE has actively promoted the Platforms via the Websites (each, a "Lead"). In no event shall AFFILIATE engage in any marketing or promotional activity related to KRX, any KRX Related Entity (as hereinafter defined) and/or any Platform in any area, location, territory or jurisdiction outside of the Territory. Subject to Section

 

1.2.1, AFFILIATE shall bear all costs and expenses for such activities unless otherwise determined by KRX, in its sole discretion. As used herein, "Related Entity" shall mean, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with, such Party; where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.2. Creative.

1.2.1. Provided by KRX. KRX will provide to AFFILIATE copies of or access to such creative or other marketing and/or promotional materials relating to KRX, KRX Related Entities and/or the Platforms as KRX deems necessary or appropriate (the "Creative"). The Creative shall be accessible from the "banner bank" located on the FOREX Site. The Creative is provided AS IS AND WITHOUT WARRANTY of any kind.

1.2.2. Use of Creative. AFFILIATE may display the Creative on the Websites solely for the purpose of marketing and promoting KRX, KRX Related Entities and the Platforms in the Territory during the term of this Agreement, or until such earlier time as KRX may, upon reasonable prior notice, instructs AFFILIATE to cease displaying the Creative. AFFILIATE may not (a) alter, amend, adapt or translate the Creative without KRX's prior written consent or (b) remove or alter any "TM," "®", copyright or other proprietary notice or designation, including without limitation, any FOREX Mark (as defined in Section 5.2 below) contained in or displayed on any Creative. Nothing contained within any Creative shall in any way be deemed a representation or warranty of KRX or any KRX Related Entity with respect to the Platforms.

1.3. Restrictions on E-Mail Marketing. In no event shall AFFILIATE engage in any e-mail marketing or promotion with respect to KRX, any KRX Related Entity and/or any Platform except as expressly set forth herein. In the event that AFFILIATE has an "opt-in" e-mail address list whereby the individuals or entities on the list have expressly elected to receive e-mails from AFFILIATE (an "Opt-in List"), AFFILIATE may make a written request to KRX to send e-mails regarding KRX, KRX Related Entities and/or the Platforms to the individuals or entities on the Opt-in List, in each instance. If KRX has not responded in writing within twenty (20) business days after receipt of such request, AFFILIATE shall provide KRX with written notice of such failure to respond, and such request shall be deemed to have been denied if KRX has not responded within ten (10) business days of receiving such notice. In the event KRX approves such request, AFFILIATE shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and "spamming". Without limiting the generality of the foregoing, AFFILIATE shall (a) not send any e-mail regarding KRX, KRX Related Entities and/or the Platforms: (i) to any individual or entity that has not requested such information; (ii) to any type of "Safe List" or through any type of "Safe List" service; or (iii) 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 KRX, KRX Related Entities and/or the Platforms.

1.4. Other Prohibited Activities, in addition to the restrictions of Section 1.3 above, AFFILIATE shall not (a) engage in any fax, broadcast or telemarketing with respect to KRX, KRX Related Entities and/or the Platforms, (b) make any "use of scumware" (as hereinafter defined) or use any other predatory advertising or marketing methods in any of its dealings relating to KRX, KRX Related Entities and/or to the Platforms, (c) make any false, misleading or disparaging representations or statements with respect to KRX, KRX Related Entities or the Platforms or (d) engage in any other practices which may affect adversely the high image, credibility or reputation of KRX, KRX Related Entities or the Platforms, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party. As used herein, "use of scumware" shall mean 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.

1.5. Compliance with Laws. In addition to, and without limiting the provisions of Sections 1.3 and 1.4 above, AFFILIATE shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.6. Duty to Inform. AFFILIATE shall promptly inform KRX of any information known to AFFILIATE related to any Leads, Prospective Affiliates or the Platforms that could reasonably lead to a claim, demand or liability of or against KRX and/or the KRX Related Entities by any third party.


2. ACTIVE LEAD FEES. With respect to each Active Lead (as hereinafter defined), AFFILIATE shall be entitled to receive the Active Lead fees as set forth on Exhibit 2 hereto (the "Active Lead Fees"). The Active Lead Fees shall be due and payable within fifteen (15) days after the end of the applicable month. KRX reserves the right to modify the Active Lead Fees and/or the payment terms at any time upon reasonable advance notice to AFFILIATE. As used herein, an "Active Lead" shall mean a Lead that (a) KRX has attributed to AFFILIATE pursuant to KRX customary tracking protocols, including but not limited to, the use of AFFILIATE-specific "gateway" identifications, the use of separate reference pages, cookies, attributions questions or otherwise, (b) has successfully registered with the applicable Platform(s), (c) has deposited appropriate monetary fund's with the applicable Platform(s), using the payment methods designated by the applicable Platform(s)' management and (d) has complied with all applicable legal, administrative and regulatory requirements.

3. SECOND TIER AFFILIATE PROGRAM. The provisions of this Section 3 shall apply to the extent AFFILIATE has been accepted in KRX's "Second Tier Affiliate Program."

3.1. Prospective Affiliates. In addition to its activities pursuant to Section 1.1 above, AFFILIATE may also identify for KRX other marketing organizations and/or website owners and/or operators that may be prospective affiliates of KRX (each, a "Prospective Affiliate"), subject to the terms and conditions set forth herein.

3.2. Valid Affiliate Fees. With respect to each Valid Affiliate (as hereinafter defined), AFFILIATE shall be entitled to received the Valid Affiliate fees as set forth on Exhibit 2 hereto (the "Valid Affiliate Fees"). The Valid Affiliate Fees shall be due and payable within fifteen (15) days after the end of the applicable month. KRX reserves the right to modify the Valid Affiliate Fees and/or the payment terms at any time upon reasonable advance notice to AFFILIATE. As used herein, a "Valid Affiliate" shall mean a Prospective Affiliate that has (a) been attributed to AFFILIATE pursuant to KRX customary tracking protocols, including but not limited to, the use of AFFILIATE-specific "gateway" identifications, the use of separate reference pages, cookies, attributions questions or otherwise, (b) been accepted by KRX, in its sole and absolute discretion, (c) registered as a "FOREX Affiliate" on the Registration Page and (d) begun actively promoting KRX, KRX Related Entities and/or the Platforms within four (4) weeks of such registration.

4. TERMINATION.

4.1. Termination. KRX may terminate this Agreement at any time, with or without cause, effective immediately upon notice to AFFILIATE.

4.2. Consequences of Termination. Upon expiration or 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 Creative and all Confidential Information, as defined in Section 6); (b) AFFILIATE shall immediately cease displaying any Creative on any Website or otherwise and (c) all rights granted to AFFILIATE hereunder will immediately cease; provided, however, that in the event that AFFILIATE has elected to be compensated on a "Revenue-Sharing" basis (as described on Exhibit 2) with respect to either the Active Lead Fees and/or the Valid Affiliate Fees, as applicable, AFFILIATE shall be entitled to receive any Active Lead Fees and/or Valid Affiliate Fees, as applicable, as may become due and owing to AFFILIATE pursuant to terms and conditions of this Agreement, during the three (3) month period immediately following the effective date of termination of this Agreement.

4.3. Survival. Sections 4.2, 4.3 and 5 through 10 shall survive the termination or expiration of this Agreement.

5. PROPRIETARY RIGHTS.

5.1. Proprietary Rights of KRX. As between AFFILIATE and KRX, the FOREX Marks, the Creative, all demographic and other information relating to Leads, Active Leads, Prospective Affiliates and Valid Affiliates, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, web sites, and any additional intellectual or other property used by or on behalf of KRX or otherwise related to the Platforms, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "KRX Property") shall be and remain the sole and exclusive property of KRX. To the extent, if any, that ownership of any KRX Property does not automatically vest in KRX by virtue of this Agreement, or otherwise, AFFILIATE hereby transfers and assigns to KRX, upon the creation thereof, all rights, title and interest AFFILIATE may have in and to such KRX Property, including the right to sue and recover for past, present and future violations thereof.

5.2. FOREX Marks. During the term of this Agreement, KRX hereby grants to AFFILIATE a limited, revocable, non-exclusive and non-transferable license to display the names and trademarks associated with the Platforms (collectively, the "FOREX Marks"), solely as necessary to perform AFFILIATE's obligations under this Agreement. AFFILIATE acknowledges and agrees that: (a) it will use the FOREX Marks only as permitted hereunder; (b) it will use the FOREX Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by KRX; (c) the FOREX Marks are and shall remain the sole property of KRX; (d) nothing in this Agreement shall confer in AFFILIATE any right of ownership in the FOREX Marks and all use thereof by AFFILIATE shall inure to the benefit of KRX; and (e) AFFILIATE shall not, now or in the future, contest the validity of any FOREX Mark or use any term or mark confusingly similar to any FOREX Mark.

6. CONFIDENTIALITY. Each Party acknowledges and agrees that any and all information associated with the other Party's business and not publicly known, including, but not limited to, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information ("Confidential Information"), whether or not marked as confidential or proprietary. Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party's obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. DISCLAIMER OF WARRANTY. KRX MAKES NO WARRANTIES HEREUNDER, AND KRX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, KRX FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. AFFILIATE UNDERSTANDS AND AGREES THAT THE PLATFORMS MAY NOT SATISFY ALL OF THE LEADS' REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION.

8.1. Limitation of Liability. KRX SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF KRX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, KRX'S LIABILITY TO AFFILIATE UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY KRX DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. 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, MISREPRESENTATIONS, AND OTHER TORTS.

8.2. Indemnification.

8.2.1. AFFILIATE. AFFILIATE agrees to indemnify, defend and hold harmless KRX and the KRX Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the "Indemnified Party"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon or arises out of: (a) AFFILIATE's breach of any representation, warranty, obligation or covenant under this Agreement; (b) AFFILIATE's gross negligence or wilful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to KRX, KRX Related Entities and/or the Platforms granted by AFFILIATE to any Lead, Prospective Affiliate or other third party.

8.2.2. Notice. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide AFFILIATE with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defence if it so chooses, provided that AFFILIATE shall control such defence and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party's written consent, which shall not be unreasonably withheld.

9. NON-EXCLUSIVE REMEDIES. In the event (a) AFFILIATE markets or promotes KRX, any KRX Related Entity or any Platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 1.2.2, 1.3, 1.4, 1.5, 5 and/or 6 above, in addition to all other rights and remedies available to KRX under this Agreement and under applicable law, KRX shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and AFFILIATE's engagement hereunder, (iii) receive a prompt refund of all amounts paid to AFFILIATE hereunder and (iv) be indemnified for any losses, damages or liability incurred by KRX in connection with such violation, in accordance with the provisions of Section 8 above.

10. GENERAL PROVISIONS.

10.1. Force Majeure. If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

10.2. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

10.3. Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.

10.4. No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

10.5. Entire Agreement. This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

10.6. Amendments and Modifications. No amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both Parties.

10.7. Assignment. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. AFFILIATE shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without KRX's prior written consent, to be given or withheld in KRX's sole discretion.

10.8. Applicable Laws. This Agreement shall be governed, construed and enforced in accordance with the laws of the Republic of Seychelles. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the Republic of Seychelles, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

 

The Parties hereby acknowledge and agree that with respect to either the Active Lead Fees and/or the Valid Affiliate Fees, AFFILIATE can elect to be compensated on either the "Flat Fee" basis or the "Revenue Sharing" basis, as set forth above. In the event AFFILIATE elects to be compensated on a "Revenue Sharing" basis with respect to either the Active Lead Fees and/or the Valid Affiliate Fees, the possibility exists that the fees earned by AFFILIATE may be "negative" to the extent that the applicable Active Lead and/or Valid Affiliate's trading activities result in negative earnings. Any such "negative fees" shall be applied against any Active Lead Fees and/or Valid Affiliate Fees earned by AFFILIATE in future months until such "negative fees" have been fully applied.

By marking the "I accept" checkbox, AFFILIATE hereby fully agrees with all terms and provisions.

 

By signing this agreement, the AFFILIATE hereby fully agrees with all terms and provisions. I am not going to use any promotional material for Kridex other than approved and being available on the creative bank onboard this site. I am not going to send any newsletter promoting Kridex without a written-in-advance consent by Kridex. I know that it is strictly forbidden to imply profit making in Forex without an equally prominent reference to loss. I know that, in case I breached my obligations under the Terms and Agreement and other related instructions, Kridex may seek full remedy from me, and I will be held personally liable for such violation. I confirm being aware to the requirement that any material promoting Forex must be associated with an adequate Risk Disclaimer. I know that Forex trading is risky, that it may incur substantial losses, and that it is not suitable to every person.


-------------------------- EXHIBIT 1 --------------------------

Execution spreads: Since Kridex facilitates trade for our Affiliates clients and covers their client deals on a Agency Basis, our price spreads will mirror the price and liquidity conditions offered by our global bank liquidity providers. Since market conditions affect liquidity, risk and bid ask spreads, it is understood that the conditions outlined below are meant as guidelines and not always as absolutes. For example, the Affiliate can expect the spreads to widen immediately preceding and following key economic releases to reflect the real interbank liquidity/risk conditions during those periods or during less liquid periods of the 24 hour day. Kridex will always look to support the tightest, most consistent spreads for the Affiliate and their clients so as to promote trade.


-------------------------- EXHIBIT 2 --------------------------

Rebates

Kridex will pay Affiliates the following commissions on the Classic, Rebate and Scalper Account. For custom rebates or high volume affiliate commissions, please contact our partners department: partners@kridex.com.

Default Rebates:

Classic Account: 0.5 pips per round turn

ECN Account: 0.3 pips per round turn

Pro Account: 0.2 pips per round turn

* 1 standard lot = 100,000 of base currency; 0.1 lot = 10,000 of base currency [round turn]

** Affiliate levels are recalculated automatically by the system every month based on volume traded by the referred clients in the previous month.

Fee calculations are non-cumulative as it relates to round-turn volume. The commissions are accumulated in real time and automatically credited to the Affiliate account. In order to withdraw the commissions, the Affiliate must submit his payment details inside his client area and the system will automatically schedule the payments every month, providing the affiliate accumulated at least 500 USD in affiliate commissions for the previous month. If the minimum limit is not accumulated for a given month, the unpaid commissions are automatically enrolled to the next month. A standard bank wire fee (USD $50 as per Banking fee policy) will be assessed on all affiliate commission payouts done via wire transfer.