Agreement under Affiliate program StormGain Limited
Your consent to the terms of this agreement (hereinafter – "Agreement") with StormGain Limited (hereinafter – "Company", "We" or "Us") is signified by clicking the box entitled "I have read and agreed to the Agreement" in our Program Participation Form.
IF YOU DO NOT WISH TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT PROMOTE THE SITE.
Account: The uniquely assigned account that is created for each Applicant when it completes an account application at any of the Company's Sites and is approved by the Company.
Affiliate: A person or entity that received confirmation from the Company, at the Company's sole discretion, that it has successfully completed the Program Participation Form, that it is included in the Program and that it has received a Tracker ID linked to the Site(s) in accordance with the terms of this Agreement.
Affiliate Fee: The amount payable to the Affiliate due to the Compensation Plan, based solely and exclusively on the Company's data and calculations as specified in the Report.
Affiliate Section: The area of the Site(s) where each Affiliate may review the Report, register Referred-Affiliates, update their profile, create additional Tracker IDs, select Banners and Text Link and other additional functions. The Company reserves the right to add and/or remove any tools from the Affiliate Section at any time, at its sole and absolute discretion.
Applicant: Any user of Exchange Platform.
Banner and Text Link: Any means of graphics, pictures, animation, artwork or text that an Affiliate uses to promote the Program and/or to hyperlink Traders from Affiliate's website to the Site(s).
Company: means company StormGain Limited (registration number 211202), a legal entity with its registered office at: Suite 15, 1st-floor Oliaji Trade Center, Francis Rachel Street, P.O.Box 1004, Victoria, Mahe, Seychelles; and Company’s Affiliated entities - any legal entity, which is controlled by the Company, which controls the Company or which is under common control with the Company.
Company Marks: means Trademarks, trade names, service names, Banners and Text Links, marketing tools, logos of the Company and its suppliers placed on the Exchange Platform or otherwise used with respect to the Exchange Platform or the Site by the Company and all similar proprietary rights, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith, and all rights to corporate names, metatags and universal resource locators owned or used by the Company, including without limitation the "StormGain" and any other mark as may be used by the Company, from time to time.
CPA Plan: An Affiliate compensation plan where Affiliate shall be receive its Affiliate Fee according to the number of Qualified events referred by it to the Site(s).
Revenue Sharing Plan: An Affiliate compensation plan where the Affiliate Fee payable to Affiliate is calculated as a percentage of the Gross Revenue attributed to such Affiliate.
Gross Revenue: The aggregate Spreads revenue actually received by the Company from each Trader (directed by an Affiliate and identified by a Tracker ID assigned to such Affiliate or identified by entering a sign up bonus code assigned to such Affiliate) registered via web terminal solely as a result of activity by the Trader on the Trading Platform, less any Bonuses given to the client, charge backs, or any un-collectable revenue attributable to the client.
Fraud Traffic: Any deposits, Gross Revenue or traffic generated at the Site(s) through illegal means or in bad faith to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes, but is not limited to, Spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fee directly or indirectly with Traders, and any other unauthorized use of any third party accounts, copyrights or trademarks.
Promo Material: Any material used by an Affiliate in order to promote any activity related to the Company or the Site(s), including Banners, Text Links and any other promotional material that an Affiliate subsequently uses or develops to refer or hyperlink Traders from the Affiliate's website to the Site(s).
Program: Company's affiliate program regulated by this Affiliation Agreement, CPA Plan, and other documents, confirmed by the Company: the Program is located at www.StormGain.com.
Program Participation Form: A registration form located at the Site for the participation in the Program.
Report: Information regarding the Affiliate Fees, Trader tracking and other information relevant to the Affiliate provided by the Company to the Affiliate in the Affiliate Section.
Site: Company’s Internet site located under the domain name: StormGain.com and others, which belongs to the Company.
Spam or Unsolicited Promotions: Any emails or any other messages that are circulated by Affiliate, directly or indirectly, including messages that are posted on social media networks, newsgroups, forums, chat boards and other types of online media and which: are directed at third parties who have not consented in writing in advance to receiving promotional messages from such Affiliate; contain false or misleading statements; do not truthfully identify the source or the originating IP Address from which it was sent; or do not provide the recipient with an option to easily be removed from receiving future mailings or promotions.
Referrals: Any person or entity which Affiliate referred to this Program as a referrals, and such entity or person was approved by the Company.
Tracker(s) ID: The unique Tracking ID, which is related to the Tracker URL or sign up bonus codes that the Company provides exclusively to the affiliate, through which the Company tracks and calculates Affiliate Fee.
Tracking URL: A unique hyperlink to the Site(s) enabling an Affiliate to refer potential Traders to the Site(s), and enables Company to identify the Affiliate that has referred such specific Trader for the purpose of calculating the Affiliate Fee.
Trademarks: All trademarks (registered and unregistered), service marks and logos displayed on the Site(s) and/or belonging to the Company.
Participation. In order to participate in the Affiliated Program applicant shall register an account by registering Program Participation Form on the Site and accept all conditions of this Agreement.
Subject to any applicable regulation and the Company's approval, the applicant shall choose a Compensation Plan on the Program Participation Form. An Affiliate may not change the elected Compensation Plan.
The Company may change an Affiliate's Compensation Plan, at any time and at its sole and absolute discretion, by sending such Affiliate a notice to such effect by e-mail. In the event Affiliate does not agree to such change, it shall notify the Company by return e-mail within three (3) days of receiving such notice from the Company, and the Agreement shall terminate immediately. In the event Affiliate does not notify the Company within three (3) days from the notice, it shall be deemed as an approval by the Affiliate to such change in the Compensation Plan. It is hereby clarified that Affiliate will continue to receive payment with respect to Traders identified by a Tracker ID prior to the date of any such change in the Compensation Plan, in accordance with the applicable Compensation Plan at the date such Traders registered to the Site(s).
Costs and Expenses. The Affiliate shall bear all costs and expenses of any nature whatsoever incurred in connection with this Agreement. Under no circumstances shall the Company be liable hereunder for any amounts other than the Affiliate Fee.
Tracking; Payment: Restrictions
Affiliate Fee. The Affiliate Fee shall be calculated as follows:
CPA Plan: The Affiliate Fee for each Qualified event.
Revenue Sharing Plan: An Affiliate compensation plan where the Affiliate Fee payable to Affiliate is calculated as a percentage of the Gross Revenue attributed to such Affiliate.
Tracking and Payment. The Company shall track Traders' (who were registered via web terminal only) activity for the purpose of calculating the Affiliate Fee and such information shall be available to the Affiliate in the Affiliate Section. The Affiliate Fee shall be paid on a monthly basis in accordance with the information set forth in the Report. The company shall not pay for the Fraud Traders. If the Company noticed any fraud activity from the trader from whom payment to the affiliate was already made, the company shall deduct paid amount from the affiliate.
All payments shall be based on Advertiser’s statistics and on reputable 3rd-party providers (Myaffiliates platform, Adjust, TUNE, Kochava, Get Cake, Affise etc).
Time of Payment. Affiliate Fee will be payable within fourteen (14) working days after the end of each calendar month, except that, in no event will the Company pay to an Affiliate an amount which is less than US$50.
Method of Payment. Affiliate Fees by the Company shall be made in any currency and method as may be determined by Company, in accordance with the Company's policy and subject to applicable law. Charges for wires or courier charges for checks will be covered by Affiliate and deducted from the Affiliate Fee.
Holdover for Non-Compliance. Notwithstanding the forgoing, the Company may, at its sole and exclusive discretion, withhold, delay or deny payment of the Affiliate Fee in any of the following events: the Company has reason to believe that the Affiliate's activity is not in compliance with any applicable law; the Company has reason to believe that the Affiliate's activity cause damages to the Company, discredit business reputation and fair name of the Company or otherwise harm the Company: the Company has reason to believe that the Affiliate's activity is in breach of this Agreement; the Affiliate has failed to complete any form as may be required by the Company or has completed misleading or incorrect information in a form provided by Affiliate to the Company; the Affiliate has failed to provide any document as may be demanded by the Company; and/ or the Company has been notified by any third party of the alleged infringement of property or rights (e.g. intellectual property rights) by the Affiliate or by the Affiliate's activity. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
Holdover for Fraud Traffic. Notwithstanding the forgoing, in the event that any activity in Affiliate's account, or in any account which appears to be controlled or managed by the Affiliate, is deemed suspicious by the Company at its sole determination, the Company may at its own discretion delay payment of the Affiliate Fee to the Affiliate for up to one hundred and eighty (180) days in order to verify the relevant transactions. In the event that the Company determines the activity constitutes Fraud Traffic, the Company shall recalculate or withhold the Affiliate Fee accordingly and in its sole discretion. Without derogating from the forgoing in Section
Above, it is hereby clarified that in any event that the Company determines that Affiliate is involved, whether directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to the Company, including without limitation to the Site(s), Account(s), Bonus(es), Qualified Trader(s), Referrals(s) the Company shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking URLs assigned to such Affiliate inoperative, and immediately block Affiliate's access to the Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
Trader Tracking. Affiliate represents that it is aware and agrees that upon signing up as a Trader, each Traders must link through a Tracking URL or enter a sign up bonus code provided to it by the Affiliate to enable the Affiliate (and Sub-Affiliates, if applicable) to receive Affiliate Fee in relation to such potential Trader(s). In no event shall the Company be liable, and Affiliate specifically waives any claim or demand for failure of Affiliate, , Referrals or any Applicant to use the Affiliate's Tracking URL or for any potential Traders' failure to properly enter a sign up bonus code.
Restrictions. Affiliate is not allowed to:
carry out activities, that violate a legislation of England and Wales, the European Union countries, the USA, the Russian Federation, CIS countries, and legislation of the other countries in which the Affiliate or Company registered and/or operates;
use spam, bulk email, viruses or any other methods in ad campaigns that are forbidden by legislation of England and Wales, the European Union countries, the USA, the Russian Federation, CIS countries, and legislation of the other countries in which the Affiliate or Company registered and/or operates;
open trading and partner accounts using one IP through own affiliate links;
self-register their trading accounts on their affiliate links;
announce false information on a purpose to attract more clients and making deception;
use spam mailing to any type of client base as a tool of client attraction, and use the name StormGain in the signature (or in the body) of a message that is not related to Company’s activity;
use any kind of unfair publicity in promoting its activities and Company’s activity. In particular, Affiliate shall not use: active SEO systems; advertising on immoral websites; advertising based on deliberate distortion of the description of services offered, as well as intentional concealment from clients of the risks and information about the services offered; any other types of unfair advertising;
use the Trademarks (or names confusingly similar to the Trademarks) and other results of intellectual activity to which the Company owns the exclusive rights without prior written approval by the Company;
use design elements of the Site or its content for advertising purposes without agreeing to the terms and conditions of such use with Company. Particularly, Affiliate shall not have the right to register and/or use a website confusingly similar to Company’s Site.
use a website which will include the name “StormGain” or part of this name/ or different variations of this name, without the Company’s written permission.
No Agency, Partnership or Joint Venture.
It is expressly understood and agreed that neither this Agreement nor anything in it shall constitute or be deemed to establish a partnership, agency relationship or joint venture between Affiliate (or any of its offices, employees or agents) and Company (or any of its offices, employees or agents). Consequently, neither Affiliate nor any of its offices, employees or agents shall hold themselves out to others (including, without limitation, prospective customers) as having any relationship with the Company other than as specifically set forth in this Agreement. Furthermore, neither Affiliate nor any of its offices, employees or agents shall be authorized to make representation or take any other action whatsoever on behalf of Company. In performing this agreement, Affiliate will have no authority to bind Company in any way and will make no representation to prospective customers or other persons relative to Company or its exchanging operations other than as expressly authorized by this agreement or otherwise in writing by Company.
Disputes. Deposit of payment check, acceptance of payment transfer or acceptance of other payment by Affiliate will be deemed full and final settlement of Affiliate Fee due for the calendar month indicated. Hence, if Affiliate disagrees with the Reports or amount payable, Affiliate should NOT accept payment for such amount and immediately send the Company a written notice of its dispute. Dispute notices must be received by the Company within thirty (30) days of the end of each calendar month for which payment is made, or Affiliate's right to dispute such Report or payment will be deemed waived and Affiliate shall have no claims in such regard.
Tax. It is Affiliate's sole responsibility to comply with any tax laws that apply to Affiliate Fee, and Affiliate consents that to the extent required by applicable law and regulations, Company may provide information regarding Affiliate's Fee to any government agency.
Additional Terms of Participation in the Program
Provision of Information. Affiliate shall provide true and complete information to the Company at all times, as may be requested by the Company from time to time. The Affiliate acknowledges that it is aware that prior to receiving any Affiliate Fee, the Affiliate must provide the Company with all information as may be requested by the Company, including any information required pursuant to the FCA rules. Such information shall include, but is not limited to, the following:
For an Individual: (1) copy of a valid photo identification card; (2) name; (3) identity number; (4) date of birth; (5) nationality; (6) address of residence; (7) contact information; (8) location and nature of marketing activities; (9) VAT registration or other tax reference; (10) bank details for commission remittances, including: name on bank account, bank account number and sort code or IBAN, Bank name and address.
For a Company: (1) registration name; (2) company ID (I.B.N., state registration number); (3) country of registration; (4) registered office address in the country of registration (a copy of an appropriate certificate); (5) copy of Affiliate's certificate of incorporation; (6) business address if different than registered office; (7) VAT registration or other sales tax reference (a copy of an appropriate certificate); (8) regulatory/licensing registration number, if applicable (a copy of an appropriate certificate); (9) names of directors/partners (a copy of an appropriate certificate); (10) copy of a valid photo identification card of the main executive director and/ or partner including name, address and date of birth; (11) copy of a valid photo identification card and details of beneficial owner(s) including name, address and date of birth; and (12) bank details for commission remittances, including: name on bank account, bank account number and sort code or IBAN, bank name and address.
Affiliate's Marketing Materials shall comply with the guidelines located at the Affiliate Section and the restrictions set forth in Section 4.3 herein.
Prior to the Affiliate's use or amendment of any Marketing Materials, the Affiliate shall submit a sample to the Company for its review and approval. The Marketing Material may be used by the Affiliate only upon receiving the explicit written approval by the Company, which may be denied at the Company's sole and exclusive discretion. In the event such approval is granted, the Affiliate agrees and hereby does assign and transfer to the Company, its successors, assignees, or nominees, all of Affiliate's right, title and interest to the materials created and made by (or for) the Affiliate.
In the event that the Affiliate makes use of any Marketing Material not approved by the Company, the Company shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking URLs assigned to such Affiliate inoperative, and immediately block Affiliate's access to the Program and deny any Affiliate Fee, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Group, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
Restrictions. All Affiliate activities must be professional, proper and in full compliance with applicable laws and the Affiliate will be solely responsible for the content and manner of its activities. An Affiliate and its website, to the extent the Affiliate operates through a website, may not be engaged, directly or indirectly, in conduct that the Company, at its sole discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of any of the Site(s) or detrimental to other users of the Site(s), including without limitation, directly or indirectly: operation of an illegal business, site or subscription email list; engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Affiliate's website or in the Affiliate's subscription emails or offering any illegal good or service through the Affiliate's website or subscription emails; operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that does so; engaging in indiscriminate or unsolicited commercial advertising emails; placing links to any of the Sites in Spam or Unsolicited Promotions, banner networks, counters, guest books, IRC channels or through similar Internet resources; causing or enabling any transactions to be made that are not in good faith, including among others by means of any device, program, robot, hidden frames and redirects, and "bogus" traffic (in each case without derogating from other remedies Company may have in law, equity or otherwise); establishing or causing to be established, without the prior written consent of an authorized officer of Company, any promotion that provides any rewards, points or compensation for and any other activity that Company deems at its sole discretion to be of similar nature, or that allows third parties to place links to the Site(s); diluting, blurring or tarnishing the value of Trademarks; unauthorized use of any third party's intellectual property (including, but not limited to, trademarks) or offer any trader, whether directly or indirectly, any kind of rake back deal. The Company shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking URLs assigned to such Affiliate violating the restriction herein as inoperative, and immediately block the Affiliate's access to the Program, with no compensation to such Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Group, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
In order to participate in the Program, Affiliate must be of 18 years or older.
Affiliate may not actively target marketing to any persons who is under the age of 18 years old, or under the age of majority in the territory where the Affiliate is operating, if older.
No Competitive Marketing
It is hereby clarified that Affiliate shall not be entitled to market to potential Traders on any internet site or social network on which Company promotes any of the Site(s) (e.g. Facebook.com, Twitter.com, Plus.google.com, Youtube.com, etc.); on any internet search engine on which the Company promotes any of the Site(s) (e.g. Google.com, Bing .com, etc.); in any other manner which results in the Affiliate's competing with the Company in relation to the promotion of Site(s), including but not limited to the promotion of your website(s) through other Affiliates; any other online software, application, or other platform enabling online trading similar to and/or competitive with the Trading Platform; by using the Company's Marks (or any variation or combination thereof) in the Affiliate's domain name (e.g. "StormGain" etc.) . In the event that Affiliate is in breach of the foregoing provisions, Company reserves the right to terminate this Agreement immediately and render the Tracking URLs assigned to Affiliate inoperative and Affiliate shall have no claims against the Company, its directors, officers, shareholders or employees in respect of such action taken by the Company.
Links; Trademarks and Logos; Data Ownership
Affiliate, and anyone on Affiliate's behalf, shall not assert the invalidity, unenforceability, or contest the ownership of any of the Company Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice the Company's rights in the Company Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
Except as explicitly permitted herein, nothing in this Agreement or on any of the Site(s), should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Company Marks.
All Traders shall be considered as customers of Company only. The Company shall be the sole and exclusive owner of the database of names and contact information and any other data of all Traders, including Traders identified by a Tracker ID. Affiliate further agrees that Company may access information from or about visitors to Affiliate's website, and may use such information for any purpose.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR DATA, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE(S), COMPANY SERVICES, THE TRADING PLATFORM, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), AND INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OR MALFUNCTION OF ANY SOFTWARE, HARDWARE, COMMUNICATION TECHNOLOGY OR OTHER SYSTEM. COMPANY'S LIABILITY, AND THE LIABILITY OF COMPANY'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS TO AFFILIATE OR ANY THIRD PARTY(IES) IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF THE FEES PAID BY COMPANY TO AFFILIATE IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) US$100.
No Warranties; Indemnification
Affiliate agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees, service providers and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys' fees and costs, arising directly or indirectly in connection with Affiliate's operations or website or out of any disputes between Affiliate and any other party relating to this Agreement, the Site(S), the Affiliates activity or to services provided by Company.
This Agreement will take effect when Affiliate indicates its acceptance of this Agreement on the enrollment form and shall continue until terminated in accordance with the terms hereof.
Company may terminate this Agreement at any time, with or without cause, by giving Affiliate a seven (7) day prior written notice by email (or by posting a notice on the Site(s) by Company if Company terminates this Agreement with all of its Affiliates), except if Affiliate violated any of the terms of this Agreement, in which case termination will be effective immediately. Affiliate may terminate this Agreement at any time, with or without cause, by giving the Company a seven (7) days prior written notice (such written notice may be provided by facsimile or email).
Upon termination of this Agreement, Affiliate shall no longer be entitled to receive payment with respect to any new Traders.
Upon termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from Affiliate's website, all Company Marks, Banners and Text Links to the Site(s). Any domain which contains any of Company Marks shall be immediately transferred to Company, at Affiliate's cost, upon termination of this agreement with Affiliate for whatsoever reason. Affiliate shall pay Company US$100 for each day such domain is not transferred to Company. Sections 1, 4, 5, 6, 7, 8, 10 of this Agreement shall survive such termination, and the enforceability of the terms and conditions of this Agreement as they related to acts and omissions during the period before such termination, shall survive such termination.