Detailed below are the complete Terms and Conditions for participating as an Affiliate of GSI Markets by signing this document, as defined below, you explicitly agree to all the Terms and Conditions and their application upon you.
 

1. Parties; Definitions

1.1. "Affiliate" – The Entity that applied for participating in the Company's Affiliate program (the "Program"), agreed to all these Terms and Conditions and has been approved by the Company, in writing, as a participant in the Program. It is hereby clarified, for the avoidance of doubt that the Company approval shall only be valid and binding if given after the submission of these signed Terms and Conditions by the Affiliate and the delivery of the same, signed by the Company. The Affiliate shall not be entitled to any payment of any sort, under any law, legal doctrine or otherwise, prior to the fulfillment of the terms herein, explicitly and specifically, the execution of these Terms and Conditions with respect to the Affiliate, by the Company.

1.2. "Company" – The Company's website shall be referred to as the "Website".

1.3. "Client" - A client of the company who was introduced to the Company by the Affiliate and was not previously listed with the Company in any way, as a client or as a lead.

1.4. “Clearance Costs” - shall include all fees paid by Company to third party companies for credit card clearance, money transfers, e-wallet, and any other payment methods, including (but not limited to) deposit fees and chargeback fees.

1.5. “Fraud Costs” shall include all costs caused to Company due to fraud attempts made by Affiliate’s Clients.

1.6. “Incentives Costs” shall include all bonuses and compensations paid by Company to the Affiliates Clients as part of the sales process.

1.7. "Program Policies" – Shall mean the Program Policies, which may be reasonably amended from time to time by the Company, without prior notice and at its sole discretion, as published by the Company on its Website or such other URL as the Company may provide from time to time. The Program Policies shall supersede the provision of the Terms and Conditions contained in this Agreement.

2. Responsibilities of the Affiliate

2.1. The Affiliate will use its best efforts and shall devote reasonable amounts of its time, personnel and resources to promote and market the Website and the Company's Services on the Internet for the sole purpose of referring potential Clients ("Leads") and which were referred either with a specific tracking parameter of the affiliate company hereinabove or no tracking parameter at all to the Company.

2.2. It is hereby clarified that the Company will have sole and absolute discretion with regard to the acceptance of any Client and/or its contractual arrangements with the Company. The Company shall have sole discretion to refuse and/or to accept any Client and/or deny service to any Client and/or change or terminate its relations with any Client without explanations. Affiliate shall not be entitled to any payment, commission or other consideration except as specifically determined herein.

2.3. Notwithstanding anything to the contrary, any deposits which were accepted by the Company and have been considered fraudulent will be deducted from any calculation of the total deposits brought by the Affiliate and will not be considered as part of the compensation paid to the Affiliate.

2.4. The Company hereby agrees to make a concerted effort using its sales and marketing tools in order to convert legitimate traffic provided by the Affiliate.

2.5. The Affiliate undertakes the responsibility to provide accurate and timely information as required by the Company to enter into these Terms and Conditions and/or to provide the Services; and observe all applicable laws, statutes, regulations, directions and codes, including without limitation, intellectual property law.

2.6. The Affiliate shall inform the Company immediately of any claim or complaint that may reasonably lead to a claim, demand or liability against the company, its officers or any of the Company’s related entities known to the Affiliate. The Affiliate further undertakes to furnish any report or information required by the Company to it, including with regards to the Affiliate's activity, expenses, methods and performance, without limitation.

2.7. The Affiliate shall not give any presentation or warranty in the name of the Company and may not obligate the Company in any way or make any representation regarding the Company, without the prior written approval from the Company.

2.8. All Creative and/or marketing and/or promotional materials used by the Affiliate, in relation to the Company, must be approved by the Company, by a written prior consent.

2.9. E-mail marketing or promotions with respect to the Company, shall be executed by the Affiliate with accordance to the applicable law and the commercial customary way, including any restriction regarding the use of "spamming", and enabling the use of "unsubscribe" options and interfaces.

3. Company's Logo and Creative

3.1. The Affiliate may display the Company logo, trademarks and any other creative provided by the Company (all shall be referred to as the "Creative"), on the Affiliate Websites, solely for the purpose of marketing and promoting the Company and the Company services during the term of these Terms and Conditions, or until such otherwise instructed by the Company. It is clarified that the Affiliate shall have no right to any of the Creative provided by the Company or any derivative thereof.

3.2. Any usage, display or reproduction of the company names, trademarks, service marks, logos, imagery and other content shall be done under the terms of this Agreement only and shall be subject to the terms and conditions set or amended from time to time by the Company, at its sole discretion.

3.3. For avoidance of any doubt this provision will remain valid only for the duration of this agreement.

4. Consideration; Term & Termination

4.1. These Terms and Conditions shall be inuring and binding indefinitely, as of the date on which the Company has approved the Affiliate by a written notice as described above.

4.2. The Affiliate shall be entitled to the following commission structure:

Commission according to QFTD:

0-5 QFTD = $300

5-10 QFTD =$350

10-50 QFTD=$450

50- QFTD =$600

Min Volume requirement:

For 300$ commission 10 lot

For 350$ commission 15 lot
For 450$ commission 20 lot

(for currencies)

of the total net deposits made in a singular calendar month generated solely from the Clients referred by the Affiliate in accordance with the provisions of this agreement. To avoid any doubt, the referral to net deposits will be compiled of the total deposits generated by all Clients referred by the Affiliate with a deduction of all withdrawals made by Clients in the end of a singular calendar month.

4.3. During the life appendance of this Agreement the Company will bear the cost of the advertising the Company`s Services by the Affiliate, the Affiliate shall connect to solid third parties like Google, Facebook and Etc. but not excluding in order to promote the Company's Website. To avoid any doubt, the Company will bear the cost of advertising only for its own Services and only if the Affiliate will send to the Company a written quote prior to making the agreement with the third party, and the Company shall conform the terms and conditions of it in writing.

4.4. For being in direct contact with Clients from the Affiliate`s region, in order to get them to invest more in the Company`s Services and make sure that they are retained,

The Affiliate shall be entitled to:

Commission according to QFTD:

0-5 QFTD = $300

5-10 QFTD =$350

10-50 QFTD=$450

50- QFTD =$600

Min Volume requirement:

For 300$ commission 10 lot

For 350$ commission 15 lot
For 450$ commission 20 lot

(for currencies)

made in a singular calendar month generated solely from the Clients retained by the Affiliate in accordance with the Affiliate`s region. To avoid any doubt, the referral to net deposits will be compiled of the total deposits generated by all Clients retained by the Affiliate with a deduction of all withdrawals made by Clients in the end of a singular calendar month.

4.5. Moreover, the Affiliate will undertake on itself the role a mediator among the Company and the Clients referred and retained by the Affiliate in its region, the Affiliate shall mediate and solve issues that might occur among the parties, furthermore, the Affiliate shall do everything in its power in order to increase the brand that is recognized with the Company, for as long as the Affiliate will undertake all of the duties mentioned in this article. The referral to net deposits will be compiled of the total deposits generated by all Clients referred and/or retained by the Affiliate with a deduction of all withdrawals made by Clients in the end of a singular calendar month.

4.6. The Affiliate waives explicitly any claim regarding the nature of this engagement, including partnership, joint venture, finder's fees, right to profits, enrichment, and any joint rights in any Client, any business activity or the Company or otherwise.

4.7. Affiliate shall be solely liable for all costs related to the referred Clients. The Company shall not bear and shall be fully reimbursed for any Clearance costs, Incentives costs and Fraud costs, including any costs and expenses reasonably connected with the same (i.e. legal fees incurred when dealing with fraud shall be deemed reasonable Fraud Costs), incurred or spent by the Company or reasonably expected to be incurred or spent, even if not yet incurred or spent. All such costs, expenses and payments may be set off against any payment due and payable to the Affiliate or otherwise payable within 14 days. Failure to set off any payment shall not constitute waiver or cessation of such payment or deduction.

4.8. In the case the total sum of the net deposits as defined hereinabove will consist of a negative amount in any of the months in question for the duration of this agreement, no payment whatsoever will be made to the Affiliate. The negative amount generated in a singular calendar month will be deducted from the next valid payment date made with accordance to the provisions of this agreement.

4.9. Any delay in payment by the Company shall not constitute material breach nor will incur any arrears unless a written notice has been given to the Company and the Company did not rectify and/or performed the payment due within 14 days.

4.10. At the end of each month and no later than the 5^th of the following month, the Company shall provide the Affiliate a report of the total commission which includes information regarding deposits and withdrawals of the users provided by the affiliate to the company regarding the relevant month in which those deposits and withdrawals occurred.

4.11. The Company shall pay the Affiliate commissions until the 10^th of the month, for the preceding month. The performance of any Payment shall not be deemed as an admission by the Company to the Affiliate right to receive the same, in whole or in part.

4.12. All payments to the Affiliate are subject to Company internal verification policies, risk analysis considerations and Anti-Money Laundering procedures. The Company reserves the right to suspend or delay any payment and to demand and receive information about the Affiliate and to assess the Affiliate's activity. Such examination may be performed after payment has been exacted, without limitation, and Affiliate hereby waives any claim of reliance or change of position and shall not be deemed to have done so.

4.13. The books and records of the Company and the System shall be deemed, prima facie, as irrefutable evidence to their content and the Clients’ activities.

4.14. Notwithstanding, each party may terminate these Terms and Conditions, at any time, with or without cause, with a 30 days prior written notice sent to the other party.

4.15. Consequences of Termination: Upon expiration or termination of these Terms and Conditions.

4.15.1. The Affiliate shall immediately cease making any use of the Company's Intellectual Property, signs, symbols, names, trademarks and confidential information, and return any and all such material to the Company, evidencing the execution of this provision and compliance with the terms of this Agreement, at the Company's discretion.

4.15.2. All rights granted to the Affiliate hereunder will immediately cease. Further, despite the aforementioned, In the event that these Terms and Conditions were terminated due to breach of these Terms and Conditions by the Affiliate or due to failure of the Affiliate to perform according to the Company’s commercially reasonable instruction with regard to the execution of the Affiliate obligation described in these Terms and Conditions, then the Affiliate shall have no right to any consideration.

5. Proprietary Rights

All software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, Creative, websites, and any additional intellectual or other property used by or on behalf of the Company or otherwise related to the Company, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "Company Property") shall be and remain the sole and exclusive property of the Company. Parties explicitly agree that Clients and potential clients contact details and information and any other information shall consist as the Company's Property and Confidential Information.

6. Confidential Information

6.1. Confidential Information shall include, but shall not be limited to, any and all information associated with the other Party's business and not publicly known, including, the contents of these Terms and Conditions, specific trading information, technical processes and formulas, source codes, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information, whether or not marked as confidential or proprietary. Parties agree that no Entity shall be entitled to use the database of Clients for purposes not related to these Terms and Conditions.

6.2. The commercial terms of these Terms and Conditions are confidential information of the Company, and the Affiliate shall not disclose them to any person, including after the termination of this Agreement for any reason. Affiliate warrants that he is aware that such disclosure will cause the Company substantial damages and without derogating of any right or remedy reserved for the Company in full, the Company shall be entitled upon such breach to an agreed compensation of $US 100,000.

6.3. 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 by or to its employees, agents and subcontractors on a need to know; as required by any law, regulation, or order of any court of proper jurisdiction over the Parties.

6.4. 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 these Terms and Conditions; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of these Terms and Conditions.

6.5. The Affiliate shall keep secret, at all times, all customer lists, Leads, potential and/or prospective customer lists, names, addresses and other information regarding customers, leads and prospective customers of the Company.

7. DISCLAIMER OF WARRANTY

THE COMPANY MAKES NO WARRANTIES HEREUNDER, AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE COMPANY'S SERVICES. WITHOUT LIMITING THE FOREGOING, THE COMPANY FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE COMPANY'S TRADING PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION. THE AFFILIATE UNDERSTANDS AND AGREES THAT THE PLATFORMS MAY NOT SATISFY ALL OF THE CLIENT REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE. THE AFFILIATE UNDERSTANDS AND AGREES THAT THE COMPANY'S SERVICES ARE BASED ON INTERNET AND COMMUNICATION NETWORKS AND RELY PARTLY ON THIRD PARTY SERVICES, WHICH ARE NOT UNDER THE CONTROL OF THE COMPANY. THE COMPANY'S SERVICES MAY NOT BE FREE OF MALFUNCTIONS AND THE COMPANY SHALL NOT BE LIABLE IN ANY WAY IN SUCH EVENTS.

8. LIMITATION OF LIABILITY

THE COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO THE SERVICES PROVIDED BY THE COMPANY AND THE TRADING PLATFORMS OR ITS OBLIGATIONS UNDER THESE TERMS AND CONDITIONS OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE COMPANY LIABILITY TO THE AFFILIATE UNDER FOR ANY REASON WILL BE LIMITED TO THE LOWER OF (1) AMOUNTS PAID TO AFFILIATE BY THE COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES; OR (2) US$ 500 PER EACH MONTH IN WHICH THIS AGREEMENT HAS BEEN IN FORCE. 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.

9. Indemnification

The Affiliate agrees to indemnify, defend and hold harmless the Company, its 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 Affiliate's breach of any representation, warranty, obligation or covenant under these terms and conditions; or Affiliate 's negligence or willful misconduct; or any warranty, condition, representation, indemnity or guarantee relating to the Company granted by the Affiliate to any third party.

10. General

10.1. Force Majeure: If the performance of any part of these Terms and Conditions by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, war, act of terror, strike, 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 these Terms and Conditions), 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 these Terms and Conditions 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. These Terms and Conditions 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 these Terms and Conditions shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; after two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or after 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 these Terms and Conditions or to exercise any right under these Terms and Conditions 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: These Terms and Conditions, including all Schedules hereto, set forth the entire agreement and supersede any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. No amendment or modification of any provision of these Terms and Conditions shall be valid unless set forth in a written instrument signed by both Parties.

10.6. Assignment: The Affiliate shall have no right to assign or otherwise transfer these Terms and Conditions, or any of its rights or obligations hereunder, to any third party without The Company's prior written consent, to be given or withheld at the Company's sole discretion.

10.7. Applicable Laws and Jurisdictions: These Terms and Conditions shall be governed, construed and enforced in accordance with the laws of the UK. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to these Terms and Conditions may be brought and prosecuted only in a court of law in the territory of the UK, and by execution of these Terms and Conditions 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. Despite the aforementioned, The Company shall hold the ability to bring legal proceedings against the Affiliate in the Affiliate's place of residence, immediately and without prior arbitration, in relation to any funds owed by the Affiliate to the Company or any other breach of these Terms and Conditions. In such case, the governing law can be, according to the company's decision, the applicable law at the Affiliate's place of residence.

10.8. The parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Agreement. If the parties fail to agree upon terms of settlement, either side may submit the dispute to arbitration proceedings by a sole arbitrator under the ICC ADR Rules. If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for ADR or within such other period as the parties may agree in writing, the parties shall have no further obligations under this paragraph. The arbitration proceedings shall be conducted in English, in the UK or another place agreed by Parties. Without derogating of the provisions of article 12.7 above, this clause explicitly sets exclusive jurisdiction to said arbitration process, and neither Party shall be entitled to submit any dispute to the courts of its domicile prior to the exhaustion of said arbitration process.

10.9. Setoff; Lien: Affiliate hereby waives any right of lien and setoff with regards to the Company. Affiliate expressly acknowledges that Company may set off any payments due to it.

10.10. Survival: Sections 5 through 11 (inclusive) shall survive the termination or expiration of these Terms and Conditions.