WWM AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement (“Agreement”) is made by and between WorldWideMarkets, Ltd. (as defined below “WWM“) and any person or entity executing the registration form (the “Registration Form“) located on wwmaffiliates.com or partners.wwmaffiliates.com (the “Affiliate” or “You“). By executing the Registration Form, You have agreed to be bound by all the terms and conditions set out in this Agreement as may be amended from time to time. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE EXECUTING THE REGISTRATION FORM. By participating in WWM’s Affiliate Network, You hereby accept the terms and conditions of this Agreement as may be amended from time to time. If You do not agree to such terms and conditions and/or any amendment thereto, please do not participate in, use, or access WWM’s Affiliate Network. Please note that WWM reserves the right, in its absolute and sole discretion, to revise, modify, change or remove portions of this Agreement at any time. Please check periodically the terms and conditions of this Agreement on wwmaffiliates.com to review any changes to its terms. Your participation in WWM’s Affiliate Network, after WWM has published on its websites any revised and/or amended form of this Agreement, shall constitute your consent to the revised and/or amended Agreement. WWM reserves the right, in its sole and absolute discretion, to reject the registration of any entity or person to WWM’s Affiliate Network, including in the event that such entity is a person under the age of 18 or are defined as minors that have not yet reached legal age. WWM may elect to provide You with this Agreement and/or any other documentation, information and communications in various languages. By accepting this Agreement (in any of these languages) You acknowledge and confirm that WWM’s official language is the English language, and in the event of any discrepancy or inconsistency between any documentation, information and communications in any language other than the English language and the same in the English language, the English documentation, information and communications shall exclusively prevail.
1 DefinitionsFor the purposes of this Agreement, the following terms shall have the meaning detailed next to them:
1.1 “Affiliate Websites” means the internet websites operated by the Affiliate which contain the Link.
1.2 “Affiliated Corporation” means, with respect to any entity, any other entity, directly or indirectly, through one or more intermediary persons, controlling, controlled by or under common control with such entity, or, in respect of any entity which is a corporation, any other corporation being part of the same group of companies to which such corporation belong.
1.3 “Affiliate Portal” shall mean parnters.wwmaffiliates.com.
1.4 “Compensation Plan” shall have the meaning as describe in Section 3 herein.
1.5 “Confidential Information” means any data or information of either party, including oral, written or electronic data or information including past, present or future research, development or business activities, and including without limitation, any information relating to developments, inventions, processes, plans, trading information and financial information. The Confidential Information shall not include information that is available in the public domain, not as a result of the actions of the receiving party, that was known to and/or developed by the receiving party prior to its receipt from the disclosing party, or that was lawfully received by the receiving party from a third party without obligation of confidence.
1.6 “Eligible Affiliate” means any Affiliate which: (a) has registered as WWM’s “affiliate” on the Registration Page at the Affiliate Portal; (b) has been attributed as an “affiliate” of WWM pursuant to WWM’s customary tracking protocols, including but not limited to, the use of WWM’s unique affiliates’ identification code, cookies, pixels, or otherwise; and (c) has been accepted by WWM, in its sole and absolute discretion.
1.7 “Gross Revenue” means the aggregate Spreads collected by WWM from each Trader Account.
1.8 “Intellectual Property Rights” means any intangible right, title and interest, including any rights relating to or arising under copyright, trademark, patent, trade secret, moral rights, right of publicity, authors’ rights, and all other proprietary rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, under any application law or jurisdiction.
1.9 “Lead” means any person or entity that has registered and logged in to the Trading Platform through Affiliate Links. Registration must be made for a demo or real account. Any Lead generated by Affiliate who has already registered for a Trading Account shall not be eligible for Fee to Affiliate.
1.10 “Link(s)” means a link(s) to WWM Websites generated by the WWM Affiliate Network containing Affiliate tracking code.
1.11 ”Spread“ is the difference between the Bid/Ask price on each financial instrument offered on Trading Platforms.
1.12 “Super Affiliate Network” means an Affiliate that operates, through the Affiliate Websites, a network of affiliates engaging, inter-alia, in the marketing and promotion of online trading platforms or who refers Affiliates to WWM.
1.13 “Excluded Territory” means any country where Affiliate is prohibited from marketing WWM Brands, Trading Platforms, and WWM Websites. The list of excluded countries is located in Appendix A of this Agreement.
1.14 “Trader” means any Lead conducting “real” trading activities through the Trading Platform.
1.15 “Trader Account” means an account opened and funded with WWM for each new Trader directly attributable to Affiliate.
1.16 “Trader Data” means any and all data submitted by the Trader to WWM that WWM collects, compiles and stores by WWM.
1.17 “Trading Platforms” means any trading platform(s) offered by WWM to end-users for the purpose of conducting trading activities via the Internet, including any updates and upgrades to such platforms.
1.18 “WWM Affiliate Network” means the affiliate program located at wwmaffiliates.com or partners.wwmafilaites.com, with all terms and conditions contained therein, including this Agreement, Compensation Plan, WWM Brands, and all other materials as updated from time to time.
1.19 “WWM Brands” means all the trademarks, trade names, brand names or domain names owned or used by WWM.
1.20 “WWM Websites” means the Internet websites owned, maintained or operated by WWM, which offer their users services including trading activities through the Trading Platform.
2 The Engagement2.1 During the term of this Agreement, the Affiliate undertakes to use its best efforts to actively market and promote the Trading Platform through the Affiliate Websites and other referral platforms. In no event shall the Affiliate engage in any marketing or promotional activity related to the Trading Platforms in any area, location, territory or jurisdiction outside of the Excluded Territory.
2.2 Subject to the terms and conditions of this Agreement, WWM hereby grants to the Affiliate and the Affiliate hereby obtains from WWM a royalty-free, non-exclusive, personal, non-transferable, non-assignable and non-sub-licensable license (”License”) for the term of this Agreement, to display the WWM Brands and Links on the Affiliate Websites solely for the purpose of promoting and marketing WWM’s services and the Trading Platform. The Affiliate acknowledges and agrees that: (a) it will use the WWM Brands only as permitted hereunder; (b) it will use the WWM Brands in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by WWM; (c) the WWM Brands are and shall remain the sole property of WWM; (d) nothing in this Agreement shall confer in the Affiliate any right of ownership in the WWM Brands and all use thereof by the Affiliate shall inure to the benefit of WWM; and (e) the Affiliate shall not, now or in the future, attempt to register any WWM Brand, contest the validity of any WWM Brands, or use any term or mark confusingly similar to any WWM Brands.
2.3 It is hereby agreed and clarified that the Affiliate shall not be permitted to market the Trading Platform on any Internet website WWM promotes the Trading Platform or in any other manner which results in the Affiliate competing with WWM in relation to the promotion of the Trading Platform. In addition, the Affiliate shall not carry out search engine marketing of the Trading Platform using the word “WWM” or “WorldWideMarkets”. In the event that the Affiliate is in breach of the foregoing provisions, WWM reserves the right to immediately terminate the Agreement pursuant to the terms specified in Section 7 below.
2.4 WWM reserves the right to reject any Trader for any reason, in its sole and absolute discretion.
2.5 Any and all rights not granted under this Agreement to the Affiliate in the Trading Platform (if any) are expressly reserved by WWM.
2.6 WWM reserves the right to take legal actions against the Affiliate in the event the Affiliate shall attempt to manipulate WWM, the Trading Platform, or abuse WWM’s Affiliate Program. Without limitation of the foregoing, WWM reserves the right to withhold and deduct from any payment due to Affiliate hereunder in the event of any manipulation, arbitrage, market abuse, or any violation of the Terms and Conditions of the WWM Customer Agreement and may also terminate this Agreement with immediate effect.
3 Compensation Plan3.1 The Compensation Plan offered by WWM is outlined in the offer section of the Affiliate Portal. The terms and conditions as described in the Affiliate Portal shall be controlling. WWM offers three (3) methods of compensation: (1) Cost Per Account (“CPA”); (2) Revenue Share; and (3) Super Affiliate. Affiliate must choose the applicable Compensation Plan at time of registering, the choice of which is irrevocable unless WWM pre-approves such change in writing. Each method has its own specific rules and conditions.
3.2 Cost Per Account. Affiliate choosing CPA are compensated on a flat, onetime fee upon the introduction of a Qualified Trader. A Qualified Trader is a Trader Account where, within its first six (6) months, it receives an aggregated deposit of $250 USD and the execution of five (5) standard lots/trades. A CPA Fee vests upon meeting the requirements of Qualified Trader. Under no circumstances shall WWM pay a CPA on any Trader Account not meeting the Qualified Trader threshold.
3.3 Revenue Share. The Revenue Share is a recurring payment based on the percentage of the Gross Revenue collected by WWM for each Trader Account. The schedule for Revenue Share percentages are set forth in the offer section of the Affiliate Portal. WWM’s obligation to pay Affiliate under this subsection shall not exceed twelve (12) months from the date the Trader Account vests to the Affiliate.
3.4 Super Affiliate Network. In the additions to the terms set forth in Section 10, the Super Affiliate Network receives a recurring payment based off of the commission received by each introduced Sub-Affiliate. The percentage earned shall be established in the offers section of the Affiliate Portal. Unless otherwise agreed, each Affiliate responsible for the Super Affiliate Network must itself be an Affiliate in good standing with WWM under either the CPA or Revenue Share Compensation Plan.
4 Representations and Warranties4.1 The Affiliate hereby represents, warrants, covenants and agrees to WWM as follows:
4.1.1 The Affiliate has full right, power and authority to enter into this Agreement and there is no impediment which would inhibit its ability to perform the terms and conditions imposed on it by this Agreement;
4.1.2 To the extent that the Affiliate is a corporation, that it is a corporation duly organized and validly existing and in good standing and is duly qualified and authorized to do business wherever the nature of its activi¬ties or properties requires such qualification or authorization;
4.1.3 No registration with or approval of any government agency or commission is necessary for the execution, delivery or performance by the Affiliate of any of the terms of this Agreement, or for the validity and enforceability hereof or with respect to the obligations of the Affiliate hereunder, except such registrations and approvals that have been made or obtained;
4.1.4 There is no action or proceedings pending against the Affiliate or any of its officers or directors in their capacities as officers and directors of the Affiliate before any court, administrative agency or other tribunal which might have a material adverse effect on its or WWM’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of the Affiliate’s senior management has a criminal record, is or has been subjected to criminal prosecution, or has an investigation pending;
4.1.5 Neither the execution nor the delivery of this Agreement nor the fulfillment of or compliance with the terms and provisions hereof by the Affiliate shall contravene any provision of law including, without limitation, any statute, rule, regulation, judgment, decree, order, franchise or permit applicable to the Affiliate;
4.1.6 The Affiliate’s fulfillment of its responsibilities under this Agreement shall be in strict compliance with the terms and conditions of this Agreement;
4.1.7 The Affiliate is permitted to market the Trading Platform solely in accordance with the express terms of this Agreement and subject to any other terms and conditions instituted by WWM from time to time during the term of this Agreement;
4.1.8 The Affiliate shall comply with any applicable data protection and privacy requirements and any analogous legislation in any and all jurisdictions applicable to the Trader. The Affiliate shall provide to WWM upon demand, all information and documentation required by the FATF (Financial Action Task Force) or equivalent anti-money laundering authority directives in relation to the Affiliate, and if applicable, its directors, officers, key employees, senior management and beneficial owners or to any of its Traders;
4.1.9 The Affiliate is, and it shall remain during the term of this Agreement, in full compliance with the laws and regulations applicable within each territory or market in which it markets and promotes the Trading Platforms. The Affiliate agrees to cease its marketing activities in any territory or market requested by WWM upon the occurrence of any illegality or suspicion of illegality; and
4.1.10 The Affiliate shall: (i) market and promote the Trading Platform solely to Customers of legal age of majority, (ii) require sufficient proof of Customers’ identities where appropriate, and (iii) ensure that its promotions and related materials are in no way offensive, indecent, objectionable or obscene.
4.2 WWM hereby represents and warrants to the Affiliate as follows:
4.2.1 WWM is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
4.2.2 WWM is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder;
4.2.3 This Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by WWM does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over it; and
4.2.4 WWM is a lawful owner/lawful licensee of the Intellectual Property Rights in the Trading Platform and in the WWM Brands.
5 Obligations and Responsibilities of the Affiliate5.1 The Affiliate undertakes that its marketing activity and any content posted or published in the Affiliate’s Websites shall not be directed toward minors or engage in any other practices which may affect adversely the credibility or reputation of WWM, its services, and its Trading Platforms, including without limitation promoting sexually explicit materials; promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; any illegal activities or otherwise reasonably objectionable content, including material that is in breach of or infringes any Intellectual Property Rights of any third party (including any material copied from third parties without their permission); and materials that contain any false, misleading or disparaging representations or statements with respect to the Trading Platform or WWM.
5.2 The Affiliate shall not publish any material which refers to the Trading Platform and WWM Brands unless such publication is in compliance with WWM’s guidelines. Upon request by WWM, the Affiliate shall immediately remove any publication referring to the Trading Platform and WWM Brands.
5.3 The Affiliate shall not copy any content from WWM’s Websites or publications and shall not post in any website or elsewhere, any material published in WWM’s Websites or publications. The Affiliate shall not copy any content from any other Affiliate’s websites.
5.4 The Links shall clearly display WWM’s official logo pursuant to the provisions of this Agreement. The Affiliate shall not be permitted to change WWM’s Brands, logos, banners, images, or to make any use of them beyond the uses permitted hereunder. WWM reserves the right to modify at any time its official logo, WWM Brands, and any other marketing materials. The Affiliate agrees to modify the above accordingly within 10 days of notice given by WWM to the Affiliate regarding such variation (such notice shall be posted in the Affiliate’s account maintained at partners.wwmaffiliates.com).
5.5 The Affiliate undertakes, with respect to any marketing or promotional activity involving “Pay Per Click” (“PPC“) and/or “Search Engine Marketing” (“SEM“), as follows:
5.5.1 Not to use the WWM Brands in any way or manner whatsoever, including but not limited to the words “WWM”, “WorldWideMarkets”, “WorldWideMarkets Online Trading”, and “WWM UK” spelled in any possible way (including with typos, spaces, signs, symbols or in any other way). Such forbidden use of the WWM Brands includes the use of these words and trademarks in the Affiliate’s advertisements or in any part therewith, in the displayed URL, or in the destination URL;
5.5.2 Not to bid on the WWM Brands, including but not limited to the words “WWM”, “WorldWideMarkets”, “WorldWideMarkets Online Trading”, or “WWM UK” spelled in any possible way (including with typos, spaces, signs, symbols or in any other way);
5.5.3 To use Affiliate Websites for all PPC and/or SEM campaigns. The Affiliate’s advertisements or any part therewith shall not lead or redirect potential clients directly to WWM Websites other than those advertisements as provided by the WWM Affiliate Program. The Affiliate is allowed to use the landing page provided by WWM on Affiliate Websites ONLY, but in no way shall the Affiliate use any URL containing the words “WWM”, “WorldWideMarkets”, “WorldWideMarkets Online Trading”, or “WWM UK” ;
5.5.4 Not to use WWM Brands’ Top Level Domains as landing pages or use WWM’s, WorldWideMarkets.com’s, and WorldWideMarkets.co.uk’s landing URL’s or use WWM’s, WorldWideMarkets.com and WorldWideMarkets.co.uk’s displayed URL’s. The Affiliate shall only use those landing pages or landing URL’s as communicated through WWM Affiliate Program. Any directs to WWM Websites must be made via Links.
5.6 In no event shall the Affiliate engage in any e-mail marketing or promotion with respect to the Trading Platform or WWM, except as expressly set forth in this Agreement. In the event that the Affiliate has an Opt-in List, the Affiliate may make a written request to WWM to send e-mails regarding the offering of the Trading Platform to the individuals on the Opt-in List. In the event that WWM approves such request in writing, the Affiliate shall comply with any and all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the foregoing, the Affiliate: (a) shall not send any e-mail regarding the Trading Platform or WWM to any individual or entity that has not requested such information, and (b) shall always include “unsubscribe” information in any e-mail regarding the Trading Platform or WWM.
5.7 In addition to the restrictions set forth in sections 5.5 and 5.6 above, the Affiliate shall not: (a) engage in any fax, broadcast or telemarketing or any other offline marketing methods with respect to the Trading Platform or WWM, (b) use Malware, Spyware techniques, Pier to Pier (P2P) distribution methods, or Paid to Click (PTC) networks, doorway pages opening WWM Websites inside an iframe, or use any other aggressive advertising or marketing methods in any of its dealings relating to the Trading Platform and WWM.
5.8 WWM may provide the Affiliate with creative material that WWM may make available to its business partners, such creative material shall bear only WWM Brands. The creative material shall be accessible from WWM Affiliate Program website (partners.wwmaffiliates.com). The creative materials shall be provided “AS IS” AND WITHOUT WARRANTY of any kind. From time to time, WWM may customize material to adhere to any regulatory requirements in the territories in which it operates. The Affiliate may not amend or customize WWM’s creative material. Affiliate shall display WWM’s creative material on the Affiliate Websites or other referral platforms solely for the purpose of marketing and promoting WWM’s services or the Trading Platform.
5.9 The Affiliate shall be solely responsible for Affiliate Websites, including with respect to the technical operation thereof and to the accuracy of the information and materials posted therein. The Affiliate undertakes that the Affiliate Websites shall not look like or create the impression that Affiliate is a WWM agent or WWM Website and that such Affiliate Websites shall not contain or display any information, materials of WWM or the WWM Brands unless the content of the information, materials, or the manner in which they are displayed are in compliance with the guidelines of WWM. In the event that WWM requires the Affiliate to remove from the Affiliate Websites any other marketing media used by the Affiliate any content related to WWM, the Affiliate shall immediately comply with such request and shall remove such content not later than 24 hours from WWM’s request. The Affiliate further undertakes not to use any domain names similar to the domain names used by WWM including any domain containing any of the WWM Brands.
5.10 WWM does not assume any responsibility towards the Affiliate or any third party acting on such information contained in the Affiliate Websites.
5.11 The Affiliate shall be responsible to provide the Traders with any and all services as agreed between the Affiliate and the Trader.
5.12 The Affiliate undertakes to cooperate with WWM regarding any copyright, trademark, branding, and domain name that appears on the Affiliate Website or other referral platforms.
5.13 The Affiliate shall, except as otherwise set forth in this Agreement, bear all costs and expenses incurred in connection with its marketing activity, including advertising, marketing, and promotion of trading on the Affiliate Websites or referral platforms as well as all other related operational costs, including any Trader bonuses or accommodations.
5.14 The Affiliate shall be responsible and liable for obtaining and maintaining, as well as for compliance with, any and all applicable laws and regulations as may be necessary for the Affiliate’s performance of its undertakings under this Agreement, including applicable financial laws. WWM shall under no circumstances be held liable for and the Affiliate shall indemnify WWM against any and all claims asserted against WWM by reason of the Affiliate’s or its business partners’ advertising, marketing and, promotional activities.
5.15 The Affiliate releases WWM from any and all responsibilities for the accuracy, reliability, or correctness of the information (including price feeds, whether provided by WWM or by third party) presented to Traders through the Trading Platform.
5.16 The Affiliate shall promptly inform WWM of any information known to the Affiliate related to any Lead that may reasonably lead to a claim, demand, or liability against WWM by any third party.
5.17 The Affiliate agrees to indemnify, defend and hold harmless WWM, its directors, officers, employees, subcontractors and agents with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that the liability or damages are due to or arises out of: (a) the Affiliate’s breach of any representation, warranty, obligation, or covenant under this Agreement; (b) any warranty, condition, representation, indemnity or guarantee relating to WWM granted by the Affiliate to any Lead, Trader, or other third party. In the event: (a) that the Affiliate markets or promotes WWM or the Trading Platform to any person located a country listed as an Excluded Territory; or (b) of any breach or threatened breach of any provision of Sections 5 or 8, then in addition to all other rights and remedies available to WWM under this Agreement and under applicable law, WWM shall have the right to: (i) immediately enjoin all such activity, without the necessity of showing damages, posting bond, or other security, (ii) receive a prompt refund of all amounts previously paid to the Affiliate hereunder, and (iii) be indemnified for any losses, damages, or liability incurred by WWM in connection with such violation.
6 Fees and Payments6.1 All Fees and Compensation Plans offer by WWM through its WWM Affiliate Network and on it Affiliate Portal are denominated in USD.
6.2 During the term of this Agreement, and subject to the Affiliate’s fulfillment of its obligations hereunder, WWM shall pay the Affiliate, for each calendar month, Fees according to the Compensation Plan chosen by Affiliate on its account maintained at Affiliate Portal or in any other location as designated by WWM (the “Fees“). All payments pursuant to any other arrangement between the Affiliate and WWM are subject to risk analysis considerations and anti-money laundering procedures. WWM reserves the right to demand and receive information about any Lead and to assess the competency of such Lead for payments.
6.3 For avoidance of doubt, the Affiliate shall not be entitled to receive the Fees or other payment (pursuant to any arrangement between the Affiliate and WWM) in the following circumstances:
6.3.1 the Affiliate is not an Eligible Affiliate;
6.3.2 the Fees were generated from Traders that have been solicited in an Excluded Territory;
6.3.3 the Fees were generated from trading accounts that WWM has a reason to believe are owned or managed by the Affiliate or any of its shareholders, officers, or any of their family members including dependents and relatives, without explicit written approval of WWM;
6.3.4 WWM has a reason to believe Affiliate attempts to manipulate, misuse the Trading Platform, attempts to abuse WWM’s Affiliate Program, adversely affects the goodwill or reputation of WWM, or any other action that constitutes a violation of WWM Terms of Business. It is agreed that WWM may determine, in its sole and absolute discretion, that no Fee shall be paid with respect to any Trader in the event that WWM suspects, in its sole and absolute discretion, of any manipulation of the Trading Platform, any abuse of WWM’s Affiliate Program, or the abuse of the Affiliate’s compensation plan in connection with such Trader;
6.3.5 WWM has reason to believe that Trader under Affiliate is in violation of WWM Terms of Business.
6.3.6 Where a Lead does not convert into a Trader Account within 6 months of the Lead creation.
In the event that WWM shall become aware of any of the circumstances set forth above following the payment of the Fees to the Affiliate, then the Affiliate shall be obligated to reimburse and return all such Fees to WWM.
6.4 The measurements and calculations of Fee’s made available to the Affiliate through the Affiliate’s account maintained at the Affiliate Portal (calculations may be amended or updated by WWM from time to time) are conclusive. The Affiliate shall not have the right to appeal or disagree with respect thereto. In order to ensure accurate tracking and calculation of Fee’s, the Affiliate must ensure that the Link is properly formatted. Any trade occurring after 5 pm New York time will treated as next day trade.
6.5 It is agreed that the Affiliate may not receive any payment from WWM or withdraw payments from its accounts with WWM if the Affiliate fails to comply with the verification and AML requirements of WWM, including identification information and documents required by WWM, as amended and/or updated from time to time. It is further agreed that no payment shall be made to any entity other than the Affiliate or to any other destination where the account details are not identical to those provided to WWM by the Affiliate at the time of Registration.
6.6 Unless otherwise stated herein, Fees shall be made available to Affiliate within 15 (fifteen) days from the end of the month in which they are accrued, unless such day in not a business day in British Virgin Islands (and in such event the Fees shall be payable on the next business day). In the event that the Fees in any calendar month shall be less than US$100, or aggregate amount displayed in the Affiliate Portal is less than US$500, then Fees shall not be payable until Fees reach the established threshold. Affiliate is responsible for all fees incurred in the delivery of payment as outlined in this section 5.5.
6.7 WWM reserves the right to modify the Fees’ structure or the payment terms at any time, without notice to Affiliate. It is agreed that any access of the Affiliate to WWM’s Websites following such modification or receipt of payment calculated pursuant to the modified terms (the earlier to occur of the two) constitutes the Affiliate’s agreement, acceptance and consent for the modification. It is further agreed that WWM may, in its sole discretion, retroactively change the Compensation Plan of the Affiliate. Effective as of the date specified in WWM’s notification to the Affiliate regarding the change of the Compensation Plan, the Affiliate shall be compensated under the new Compensation Plan. Affiliate shall not be entitled to receive any payment under the previous Compensation Plan (and in the event that any payments have already been made under the previous Compensation Plan, the Affiliate shall immediately return WWM any such payment and WWM shall also be permitted to deduct such payments from any future payments due to the Affiliate).
6.8 Each Party shall be responsible for payment of its respective taxes due under any applicable law. WWM shall make deductions from any payment made to the Affiliate under this Agreement as may be and to the extent required under any applicable law, unless the Affiliate provides WWM with appropriate tax exemption documents.
7 Term and Termination7.1 This Agreement shall be in effect for undefined period of time commencing on the date in which the Affiliate executed the Registration Form (the “Term“).
7.2 This Agreement may be terminated immediately by either party, with or without cause, by providing the other party with notice of termination.
7.3 This Agreement shall automatically terminate if Affiliate fails to open an average of five (5) Trader Accounts per month over a six (6) month period.
7.3 Upon termination of this Agreement: (a) each party shall promptly return to the other party all the property in its possession or control (including all documentation, creative materials and Confidential Information), including any copies and derivations thereof. In addition, the Affiliate shall destroy all of the foregoing (in the case of software by erasing it from the magnetic media on which it is stored) and certify in writing to WWM that material has been destroyed; (b) the Affiliate shall immediately cease to market and promote the Trading Platform in any manner, shall cease to use any of WWM’s Intellectual Property Rights, trade secrets and technical know-how and shall immediately cease displaying any WWM Brands and other WWM’s material on any website or otherwise; (c) all rights granted to the Affiliate hereunder will immediately cease. In the event that the Agreement shall be terminated by WWM due to a breach of the Agreement by the Affiliate, following such termination, the Affiliate shall not be entitled to receive the Fees or any other payment hereunder accrued or payable under the Affiliate Program; and (d) WWM shall cease any and all payments on Trader Accounts and Sub-Affiliates after the termination date..
7.4 In the event WWM terminated this Agreement due to any breach of this Agreement by the Affiliate, such termination shall be without prejudice to any other remedy that WWM may be entitled under any applicable law or this Agreement. Under no circumstances shall WWM be liable to the Affiliate for any damages as a result of this termination. Termination of this Agreement shall not release either party from any liability which at the time of termination has already accrued to the other party or thereafter may accrue in respect to any act or omission preceding termination or from any obligation expressly stated herein to survive termination. Sections 2.3, 8, 9, 10 and 11 to this Agreement shall survive the termination of the Agreement.
8 Intellectual Property and Confidentiality8.1 As between WWM and the Affiliate, the Trading Platform, WWM Brands, the creative materials of WWM, all demographic and other information relating to any Trader (including Trader Data), and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of WWM or otherwise related to the Trading Platform, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, the “WWM’s Property“), are and shall remain the sole and exclusive property of WWM and WWM shall retain all rights, title and interest in and to WWM’s Property and all Intellectual Property Rights derived therefrom (including all derivations and modifications made thereto). To the extent the ownership of any WWM’s Property does not automatically vest in WWM by virtue of this Agreement, or otherwise, the Affiliate hereby transfers and assigns to WWM, upon the creation thereof, all rights, title and interest the Affiliate may have in to such WWM’s Property, including the right to sue and recover for past, present and future violations.
8.2 WWM shall be permitted, both during the term of this Agreement and following the termination or expiration of the Agreement, to use, any information related to the Traders (including the Trader Data), and to provide any services to the Traders and Leads. The Affiliate shall not have claim or right with respect thereto, other than the right to receive the Fees pursuant to the terms of this Agreement. Trader Data shall be deemed WWM’s sole and exclusive proprietary information and property, being incorporated into WWM’s Confidential Information.
8.3 Under no circumstances during the Term and thereafter shall the Affiliate assert or contest any ownership rights in and to the Trading Platform, WWM Brands, WWM’s Property, or the Intellectual Property Rights derived therefrom in any action or proceeding of whatever kind or nature. The Affiliate shall not take any action that may prejudice or adversely affect WWM’s rights in the Trading Platform, WWM Brands, WWM’s Property, or the Intellectual Property Rights therein (including any registration of WWM Brands in the name of the Affiliate). The Affiliate shall not do anything to render such Intellectual Property Rights generic, weaken its validity or diminish its associated goodwill. Upon termination of this Agreement, all of the rights granted to the Affiliate hereunder shall terminate and all rights shall revert to WWM without the taking of any action on the part of either party.
8.4 The Affiliate shall maintain suitable copyright and trademark notices throughout the Affiliate Websites (such notices shall also appear on other referral platforms) that shall conform in all respects to WWM’s copyright and trademark requirements. WWM may include some or all of the Affiliate Trademarks in its own marketing and promotional materials.
8.5 The parties hereby acknowledge and agree that from time to time before, during and after the Term hereof, either party may have access to or become acquainted with the Confidential Information of the other party. Both the Affiliate and WWM shall use their best efforts to protect each other’s Confidential Information from improper disclosure and will not, during or after the Term of this Agreement or thereafter, directly or indirectly, use or disclose any such Confidential Information to any person, firm or corporation for any reason or purpose whatsoever, nor shall either party, for itself or in any representative or other capacity, utilize any such Confidential Information in any manner for its own account or the account of others, except in connection with its performance under this Agreement.
8.6 WWM shall have the right to mention the existence of this Agreement (but not its terms) in its respective marketing materials, public announcements or as a reference for future customers. This right is given on the condition that: (i) any such marketing materials accurately reflect the nature of the business relationship created by this Agreement, and (ii) any such marketing materials do not disclose any of the Affiliate’s Confidential Information pursuant to the terms set forth in this Section 8. Any press releases or public statements regarding this Agreement by the Affiliate shall require the consent of WWM as to content and release date, which shall not be unreasonably withheld or delayed.
9 Disclaimer of Warranty and Limitation of Liability9.1 EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WWM MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR BY STATUTE, REGARDING THE TRADING PLATFORM, AND ALL SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED BY WWM. THE AFFILIATE ACKNOWLEDGES THAT WWM HAS NOT REPRESENTED OR WARRANTED THE TRADING PLATFORM WILL OPERATE UNINTERRUPTED, ERROR FREE, WITHOUT DELAY OR WITHOUT COMPROMISE OF THE SECURITY SYSTEMS AND FEATURES. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE MADE BY WWM WITH REGARDS TO ANY SERVICES PROVIDED BY ANY WIRELESS CARRIER OR AUTHORIZED DISTRIBUTOR.
9.2 UNDER NO CIRCUMSTANCES SHALL WWM (OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, REPRESENTATIVES OR LICENSORS) BE LIABLE TO THE AFFILIATE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO THE USE OR INABILITY TO USE THE TRADING PLATFORM, EVEN IF WWM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES, LOSSES OR LIABILITY SET FORTH HEREIN (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL) IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, WWM (AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES AND REPRESENTATIVES) SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE.
9.3 WITHOUT DETRACTING FROM THE ABOVE, IF WWM IS FOUND LIABLE (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), THE CUMULATIVE LIABILITY OF WWM FOR ALL CLAIMS WHATSOEVER RELATED TO THE TRADING PLATFORM OR OTHERWISE ARISING OUT OF THIS AGREEMENT, SHALL NOT EXCEED THE PAYMENTS MADE TO THE AFFILIATE BY WWM UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE ACTION OR CLAIM.
9.4 NO ACTION, WHETHER BASED IN CONTRACT, STRICT LIABILITY OR TORT, INCLUDING ANY ACTION BASED ON NEGLIGENCE, ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, MAY BE BROUGHT BY THE AFFILIATE AGAINST WWM MORE THAN TWELVE (12) MONTHS AFTER SUCH CAUSE OF ACTION ACCRUED.
10 Super Affiliate Network10.1 The provisions of this section 10 shall apply solely with respect to any Affiliate that is a Super Affiliate Network.
10.2. The Affiliate undertakes to provide WWM, in advance, with the contact details of all the entities that shall refer potential Traders to the Trading Platform through the Affiliate Websites or other means of referral (the “Sub-Affiliates”) and their respective Affiliate Websites. The Sub-Affiliate shall create a direct relationship with WWM, and the Affiliate will be paid a percentage of the Sub-Affiliates revenue as described in the Affiliate Portal.
10.3 The Affiliate shall procure and shall be responsible to ensure that all the Sub-Affiliates fully comply with all the provisions of this Affiliate Program, including without limitation, the branding guidelines of WWM. The Affiliate shall notify WWM immediately of any circumstances indicating that any marketing activity may be occurring, or have occurred, in breach of this Section 10.3. The Affiliate further undertakes to enforce upon the Sub-Affiliates such provisions and guidelines and to cause the Sub-Affiliates to comply with any instruction that WWM may provide to either of them within not later than 48-hours from WWM’s request. To the extent any such Sub-Affiliate shall not comply with any such instructions, WWM may, at its sole discretion and in addition to any other remedy available to it, deduct from any amount due to the Affiliate the respective portion of the Fees payable to the Affiliate in respect of such breaching Sub-Affiliate.
11 Miscellaneous11.1 This Agreement constitutes the entire agreement and supersede all previous communications or agreements, either oral or written, between the parties with respect to the subject matter hereof. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement.
11.2 WWM shall be permitted to set-off any amounts owed to it by the Affiliate (including the amount of any compensation which WWM shall be entitled to receive from the Affiliate) against any amounts due to the Affiliate by WWM hereunder. WWM shall also be permitted to set-off any amounts which have been paid to the Affiliate by WWM in excess (i.e., any over-payment made to the Affiliate) against any amounts due to the Affiliate by WWM hereunder.
11.3 WWM shall have the right, at any time and in its sole and absolute discretion, to change or amend the terms and conditions of this Agreement. The Affiliate agrees that any new format of this Agreement posted on WWM’s Websites shall be considered as sufficient provision of notice for the changes or amendments made in such new format and shall become effective as of the date of posting.
11.4 Section headings are provided solely for reference purposes and in no way define, limit, interpret or describe the scope or extent of such section or in any way affect this Agreement.
11.5 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightening, utility or communication failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented.
11.6 This Agreement shall exclusively be governed by and construed in accordance with the laws of the British Virgin Islands. The courts of the British Virgin Islands shall have exclusive jurisdiction over any dispute arising from this Agreement. Affiliate irrevocably submits to the exclusive jurisdiction of the Courts of the British Virgin Islands in relation to any such dispute. Affiliate expressly waives any defenses or challenges, include raising a forum non conveniens challenge. All such disputes shall be carried out in English language. Each party acknowledges that in the event of a breach of this Agreement, a party’s remedies at law may be inadequate, and accordingly each party agrees that in the event of a breach of this Agreement by such party the other party shall have the right to injunctive relief or other appropriate remedies before any competent court to restrain such party from breaching this Agreement.
11.7 No failure by either party to exercise its rights under this Agreement shall be deemed a waiver of any such rights. No term or provision hereof shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the party claimed by the other to have waived or consented. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.
11.8 If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties hereto, and shall be enforceable, as though said invalid or unenforceable provision were not contained herein.
11.9 Neither this Agreement nor any of the rights granted hereunder nor any interest herein, may be sold, assigned, conveyed, delegated, subcontracted or otherwise transferred or encumbered by the Affiliate at any time, without WWM’s prior written consent, and any attempt to do so will be deemed null and void. WWM shall be permitted to assign its rights and obligations under this Agreement. This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11.10 Any notices given under this Agreement shall be in writing and will be deemed to have been sufficiently given when delivered by hand or sent via facsimile transmission (when acknowledged by the recipient), overnight courier service or by certified or registered mail, to the parties at the addresses set forth above in the preamble or as subsequently changed by notice duly given. Notices shall be effective on the business day sent if delivered personally or via facsimile, on the next business day if sent by overnight courier, or five (5) business days after post-marking if sent by certified or registered airmail. Notices sent via email shall be effective on the date e-mail was sent. All communication by Affiliate to WWM shall be made via email at firstname.lastname@example.org .
11.11 This Agreement shall not be deemed to establish a joint venture or partnership between the parties, and Affiliate shall not be deemed to be an agent or employee of WWM. The status of the Affiliate is that of Independent Contractor. Neither Affiliate nor any of its officers, employees and agents shall be deemed in any manner or under any circumstance to be an employee or agent of WWM, and no such person shall be entitled to any of the rights, protections or benefits provided by WWM to its employees, including without limitation, group insurance or any kind of pensions.
Appendix A: Excluded TerritoriesThe follow countries are excluded from the WWM Affiliated Program: Afghanistan, Bosnia and Herzegovina, British Virgin Islands, Cuba, Democratic People's Republic of Korea, Democratic Republic of the Congo, Ethiopia, Guam, Guyana, Haiti, Iran, Iraq, Lao PDR, United Kingdom, United States, United States Minor and outlying territories, Syria, Uganda, Vanuatu, Sudan, Suriname, and Yemen.
WWM reserves the right to change this list at any time in its sole discretion.