Affiliate

1. GRANT OF RIGHTS. 

    1. During the term of this Agreement, Company grants the HF Affiliates Partner the non-exclusive, non-transferable right to market HF Affiliates (Company) FX and other trading services and to direct customers and potential customers to use the Company`s - FX and other Trading Services in accordance with the terms and conditions of this Agreement. 

    2.  For avoidance of doubt this does not include or authorize the use of trademarks, trade secrets or intellectual property of the Company which shall all remain the sole and exclusive property of the Company.

2. HF Affiliates Partner (Partner) Declaration & Obligations. 

The HF Affiliates Partner hereby undertakes to: 

    1. Use its best efforts and devote reasonable amounts of time, personnel and resources to promote and market the Company`s FX and other Trading Services.

    2. The Partner will in all aspects of their business conduct themselves with and in accordance of all applicable laws, regulations and approvals and conduct itself in a professional manner in accordance with industry standards so as not to cause disrepute or ill favor to HF Affiliates.

    3.  Comply with and act in accordance to the Company's Terms and Conditions, as may be amended from time to time, and other policies of the Company relating to the trading services and marketing of the Company.

    4. Ensure that all promotional material is of a type and character, and is disseminated in a manner, that will not cause disrepute or harm to the Company and comply with all applicable laws and regulations, including without limitation relating to anti-spam laws and regulations. Without limiting the generality of the foregoing, 

    5. The Partner shall not send any e-mail regarding the Company or its services: 

         (i) to any individual or entity that has not requested such information 

         (ii) to any type of "Safe List" or through any type of "Safe List" service or 

        (iii) as part of a confirmation or thank you letter as a result of a posting to a classified advertisement website or a "Free for All Links" website and (b) always include "unsubscribe" information at the top and bottom of any e-mail regarding the Company and its services.

Immediately upon notice from the Company that, in the Company's opinion, any promotional material (content or method of use) does not comply with this standard, the Partner will cease use of such materials or manner of use. The Partner undertakes to comply with all reasonable instructions received from the Company regarding the content, nature and location of any advertising campaigns or materials.

    6. Not to use the name of the Company in any promotional materials or otherwise, without obtaining the prior written approval of the Company relating to the general type of such promotional materials and not to distribute any such promotional materials in any manner or forum which may be offensive or which may cause harm to the Company or violates any intellectual property or other proprietary rights of any third party). In addition, the Partner shall not engage in any fax, broadcast or telemarketing with respect to the Company or its services.  The Partner personnel may not generate, distribute or use any promotional material that: 

     (a)    is likely to deceive the public 

     (b)    contains any material misstatement of fact or a statement that such person knows omits a fact, if such omission makes the promotional material misleading 

     (c)    mentions the possibility of profit unless accompanied by an equally prominent statement of the risk of loss 

     (d)    includes a measurement or description of or makes any reference to hypothetical results which could have been achieved had a particular trading system been employed in the past unless accompanied by the statement identified below 

     (e)    includes any reference to actual past trading profits without mentioning that past results are not necessarily indicative of future results or 

     (f)     includes any specific numerical or statistic information about the past performance of any actual accounts (including rate of return) unless such information is and can be demonstrated to be representative of the actual performance for the same time period of all reasonably comparable accounts. 

   7.   Not to present itself as an agent of the Company in any manner and not attempt to bind the Company in any manner and not to use any trademarks or signs of the Company without prior written consent of the Company.

   8. Indemnify the Company for any damage or expense (including attorney fees) incurred as a result of the Partner's failure to abide by the obligations of any terms of this Agreement, the Partner's negligence or misconduct, or any warranty, representation, indemnity or guarantee relating to the Company granted by the Partner to any customer or other third party.

   9.   All costs of the Partner in connection with its duties hereunder shall be borne solely by the Partner and the Company shall under no circumstances participate in such costs, unless otherwise agreed in writing between the Parties.

  10. To keep confidential and not disclose except for the benefit of the Company at any time during this agreement or subsequent any trade secrets, techniques, marketing ideas , know how, plans, concepts, data, customer lists, prospective customer lists, names and addresses and other information regarding customers and prospective customers, and any other subject matter pertaining to the Company ,its clients, or customers which the Partner may use or otherwise acquire during its relationship with the Company . To return upon termination of this Agreement any materials or data received by the Partner from the Company. At any time during the term of this Agreement the Company can demand that the Partner return any materials or data it received from the Company.

  11.  The Partner acknowledges that all customers brought to the Company by the Partner  are the Company's customers and except as provided for herein the any information about these customers are the exclusive and sole property of the Company. Upon termination of this Agreement the customers will remain the Company's customers. 

     3.   PAYMENT 

     1.   The Partner shall receive payment as per the Payment Schedule.

     2.   Currency of Payment. All payments will be due and payable in United States Dollars, upon the mutual agreement of the Parties.

     3.  Method of Payment. Unless otherwise agreed between the Parties in writing, payments will be done by the 14th day of month for the previous month by wire transfer to the bank account details supplied or by a the payment gateways available from the HF Affiliates website. 

     4.  TERM AND TERMINATION. 

          1. Term. The duration of this Agreement will begin on the Effective Date and will continue in perpetuity unless it is terminated earlier in accordance with the provisions hereof ("Term"). 

          2. Termination for cause either Party may terminate this Agreement hereunder for default if the other Party breaches this Agreement. Or, if the other Party becomes the subject of a voluntary or involuntary proceeding concerning insolvency, receivership, liquidation, or composition for the benefit of creditors, if such proceeding is not eliminated within Sixty (60) days of proceeding commencement. Or, if required to by any legal authority.

          3. Termination of Convenience. Either Party may terminate this Agreement for convenience following a ten (10) days notice period pursuant to a written notice.

          5. TAXES. Each Party shall pay its own tax and duties 

    6. RECORDS, REPORTS 

          1. It is the Partner's sole responsibility to associatethe Partner ID with Traders making use of the Trading Services by using Tags provided by the Company or otherwise informing the Company in writing as to its Traders ID.

          2. It is in Company's sole responsibility and obligation to track the activity of the Traders and all traffic associated with the Partner’s ID for the duration needed for the Company to fulfill its obligations under this Agreement in full.

         3. Daily Report. Throughout the Term the Company shall provide the Partner with an online report.

     7. Power, Authorization and Validity. Each Party represents that it has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Party is or will be a party that are required to be executed pursuant to this Agreement. The execution, delivery and performance of this Agreement have been duly and validly approved and authorized by the Party's authorized organ (e.g. board of directors). 

     8. Litigation. Each party represents that there is no claim, action, suit or proceeding pending or, to the Party's knowledge, threatened, against the Party at law, in equity, by way of arbitration or before any governmental department, commission, board or agency that might have a material adverse effect on the other Party, nor is the Party aware of any reasonable basis thereof.

     9. Limitation of Liability.IN NO EVENT WILL THE COMPANY BE LIABLE TO THE PARTNER OR THE PARTNER TRADERS AND\OR ANY THIRD PARTY ENGAGING DIRECTLY OR INDIRECTLY WITH COMPANY'S TRADING SERVICES AND NO PARTY WILL BE ENTITLED TO RECOVER FROM THE COMPANY ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER CAUSE OF ACTION RELATING TO COMPANY'S TRADING SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE COMPANY'S LIABILTY TO THE PARTNER UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO THE PARTNER BY THE COMPANY DURING THE PREVIOUS MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.

      10. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be sent by email to following emails support@hfaffiliates.com for the Company and to the email provided by the Partner in the original application.

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

      12. Parties Relationship. The Partner and Company are independent entities. There is no agency, employment, joint venture or partnership relationship between the Parties nor created by this Agreement. Neither party shall have any right or authority to act on behalf of the other or represent that it has such right or authority unless presented in this Agreement or subsequent written authorization.

      13. Agreement. This Agreement constitutes the entire agreement between the parties and nullifies any and all previous agreements both oral and written between the parties. No amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by each of the Parties.

      14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Mauritius without regard to conflict of laws. Exclusive jurisdiction in any action or proceeding arising out of or relating to this Agreement and Appendices will be placed in the relevant courts residing in Mauritius ("Jurisdiction Courts"). Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Jurisdiction Court, and waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Jurisdiction Court.