Finery Markets Referral Program

Definitions

“Affiliate partner” is a non-User who is bringing Referred Prospects to the Platform.

“Promotional Material” is any material provided by Finery Markets and/or its affiliates to the Referrer/Affiliate partner and used by the Referrer/Affiliate partner in order to promote any activity related to Finery Markets and/or to its affiliates for the purpose of this Referral program, including but not limited to written texts, presentations, training materials, advertisements, newsletters, logos, banners, promo links etc.

“Referral program” is a reward-based initiative that offers compensation to both current users of the Finery Markets software and Affiliate partners for introducing potential users to the Platform.

“Referrer” is a User (as this term is defined in the Terms & Conditions) who is bringing Referred Prospects to the Platform.

“Referred Prospects” are entities who have been introduced by the User or Non-User to Finery Markets and/or to its affiliates prior to the acceptance of Finery Markets T&C and/or with its Affiliated Entities.

“Referral fee” is a fee provided by Finery Markets to Referrers and/or Affiliate partners who bring Referred Prospect to the platform in the form of commission or deduction (including rebates).

“Referral period” is a period that starts at the moment when a Referred Prospect invited by Referrer starts to trade on the Platform in the production environment.

“Referral link/code” is a referral link within the Platform that enables Referrers and Affiliate partners to bring Referred Prospect to the software

1. Referrers/Affiliate partners rights and obligations

• 1.1. In order for any User or Non-User to become a Referrer/Affiliate partner, the applicant must complete the relevant application procedure. It is up to the Finery Markets’s discretion to accept or reject any applicant as a Referrer/Affiliate partner or request additional information and/or documentation from the applicant for further review.

• 1.2. Upon approval of a Referrer/Affiliate partner application and by acceptance of the present Referral Program, Finery Markets grants to the Referrer/Affiliate partner a non-exclusive, non–transferable right to direct Referred Prospects to the platform, and Finery Markets will provide such Referrer/Affiliate partner with a Referral link/code.

• 1.3. The Referrer/Affiliate partner gives Finery Markets the non-exclusive, non-transferable right to use his name and/or trademark for free for the duration of this Referral program.

• 1.4. The Referrer/Affiliate partner undertakes the following:

  • 1.4.1. To act in good faith and not make any false and/or misleading representations or statements in relation to Finery Markets and/or its affiliates or the services provided by Finery Markets and/or its affiliated that the Referrer/Affiliate partner knows or ought reasonably to know are likely to prejudice or to bring into disrepute in any manner Finery Markets and/or its affiliates business or reputation;

  • 1.4.2. To cooperate with Finery Markets to review complaints by Users introduced by the Referrer/Affiliate partner;

  • 1.4.3. To cooperate with Finery Markets and promptly submit any documentation and/or evidence required by Finery Markets in relation to the dealings of the Referrer/Affiliate partner with the Users, involving Finery Markets in any way whatsoever;

  • 1.4.4. Not knowingly do or commit (or permit to be done or committed) any act, matter or thing that the Referrer/Affiliate partner knows or ought reasonably to know is likely to put Finery Markets in breach of any of the provisions of Finery Markets T&C or the provisions of existing legislation;

  • 1.4.5. To cooperate with Finery Markets and promptly submit any information and/or documentation required by Finery Markets;

  • 1.4.6. To perform his obligations under this Referral program and otherwise conduct his business and affairs in accordance with such professional and ethical standards as are widely regarded as being best practice and in accordance with any applicable laws or regulations. The Referrer/Affiliate partner shall not take any steps which would cause Finery Markets and/or its affiliates to fail to observe the standard of behavior reasonably expected of persons in Finery Markets and/or of its affiliates position and will comply with all applicable laws and rules and requirements applicable to the Referrer/Affiliate partner or Finery Markets and/or its affiliates and disclose to Finery Markets promptly any complaint, regulatory investigation, or disciplinary action or any other development that may have a material impact on Referrer/Affiliate partner’s ability to provide the services hereunder in accordance with provisions of existing legislation;

  • 1.4.7. To provide Finery Markets with all necessary information and documents about services rendered under this Referral program;

  • 1.4.8. To notify in writing Finery Markets immediately of any actual or potential contravention of any such legal or regulatory requirements and Finery Markets is entitled to assume that any necessary authorisation, license and/or consent remains in effect until the Referrer/Affiliate partner notifies in writing Finery Markets otherwise;

  • 1.4.9. To notify in writing Finery Markets immediately if any actual or proposed judgment, order, or disciplinary sanction is imposed upon or entered against the Referrer/Affiliate partner or any other action or claim is taken against him (including without limitation any pending litigation), in relation to his activities under the provisions of existing legislation which has, or may have, in Finery Markets’s reasonable opinion, a material adverse effect on Finery Markets’s and/or on its affiliates reputation or financial standing; and

  • 1.4.10. To indemnify Finery Markets against any loss or liability suffered by Finery Markets and/or its affiliates as a result of the contravention of any legal or regulatory requirements on the part of the Referrer/Affiliate partner or as a result of or related to the actions of the Referrer/Affiliate partner during and after the termination of this Referral program.

• 1.5 The Referrer/Affiliate partner shall not:

  • 1.5.1. Contact or interact in any way with Referred Prospects unless the prior specific consent of Finery Markets is given;

  • 1.5.2. Accept money from Referred Prospects on behalf of or for the benefit of Finery Markets and/or of its affiliates or trade on behalf of Referred Prospects;

  • 1.5.3. Make changes to any documents including Finery Markets and/or its affiliates legal documents and/or any Promotional Material;

  • 1.5.4. Make any representation or warranty concerning Finery Markets and/or its affiliates except as authorized by Finery Markets;

  • 1.5.5. Incur any liability on behalf of Finery Markets and/or to its affiliates or in any way pledge or offer credit on behalf of Finery Markets and/or on behalf of its affiliates or accept or enter into any contract binding upon Finery Markets and/or of its affiliates.

2. Referral fees

• 2.1. Referral fees shall be disbursed for new business that results in the usage of Finery Markets software pursuant to a license agreement with license fees remitted to Finery Markets.

• 2.2. The Referral fees to Finery Markets Users might be utilized to provide cost-saving benefits to a User by decreasing their License fee to Finery Markets or withdrawn in monetary form upon User’s request.

• 2.3. The Referral fees will be determined as a percentage of the total License fees paid by the Referred Prospect or its counterparts to Finery Markets, as described in Table 1, during the Referral period.

• 2.4. Referral fees in the form of commission to Referrers and Affiliate partners will be paid out once in every 90 days. The commission will be calculated as a percentage of the total License fees paid by the Referred Prospect to Finery Markets, as defined in Table 1, within Referral period.

• 2.5. Referral fees are not paid for Referred Prospects from Finery Markets employees or immediate family members of such employees.

• The calculation of the Referral fee shall be in accordance with the provisions set forth in Table 1 below.

• Table 1. Types of Referral fees

  Referrer	Referred Prospect	Referral fee (Credits)	Form	ReferralPeriod
  Finery Markets Users
  Master	Liquidity taker (Taker)	15% discount on turnover fees for trades with the invited taker (Referred Prospect), Rebates of 15% of Referred Prospect turnover fee (if applicable), and 15% of all other Liquidity Providers turnover fees for trades with the invited taker (Referred Prospect)	Deduction / Commission	24 months
  	Liquidity provider (Maker)	15% rebate of the Referred Prospect turnover fee
  	Sub-account - taker	None
  	Sub-account - maker	None
  	Master	15% discount on turnover fees for trades with the Referred Prospect 15% rebates of the Referred Prospect turnover fee (if applicable) 15% of all other Makers turnover fees for the trades with the Referred Prospect
  Liquidity Taker (Taker)	Liquidity taker (Taker)	15% of Referred Prospect turnover fee	Deduction / Commission	24 months
  	Liquidity provider (Maker)	15% of Referred Prospect turnover fee 15% discount on turnover fees for trades with the Referred Prospect
  	Sub-account - taker	None
  	Sub-account - maker	None
  	Master	15% rebate of Referred Prospect turnover fee
  Liquidity provider (Maker)	Liquidity taker (Taker)	15% rebate of the Referred Prospect turnover fee	Deduction / Commission	24 months
  	Liquidity provider (Maker)	None
  	Sub-account - taker	None
  	Sub-account - maker	None
  	Master	15% discount on turnover fees for trades with the Referred Prospect 15% rebates of the Referred Prospect turnover fee (if applicable) 15% of all other Makers turnover fees for the trades with the Referred Prospect
  Affiliate partners	Liquidity taker (Taker)	15% rebate of the Referred Prospect turnover fee	Commission	24 months
  	Liquidity provider (Maker)	None
  	Sub-account - taker	None
  	Sub-account - maker	None
  	Master	15% rebate of the Referred Prospect turnover fee

3. Promotion Restrictions

• 3.1. Finery Markets and/or its affiliates, own worldwide registered and protected trademarks. The Referrer/Affiliate partner acknowledges that he is not allowed to register any kind of business that includes the trademarks of Finery Markets and/or its affiliates.

• 3.2. Finery Markets may give the Referrer/Affiliate partner a revocable, non-exclusive, non-transferable, non-assignable, non-sub-licensable right to use and display on the Referrer/Affiliate partner’s website the name, trademark and Promotional Material for free for the duration of this Referral program so that the Referrer/Affiliate partner may fulfill his obligations under this Referral program, subject to the following:

  • 3.2.1. The Referrer/Affiliate partner shall use Finery Markets’s name, trademark and Promotional Material to advertise the services provided by Finery Markets and/or its affiliates on his website solely for the purpose of this Referral program;

  • 3.2.2. The Referrer/Affiliate partner may not call into question or dispute Finery Markets’s right to its name and trademark;

  • 3.2.3. The Referrer/Affiliate partner may not perform any actions that may be considered by Finery Markets as damaging Finery Markets’s business reputation, image or trademark;

  • 3.2.4. The Referrer/Affiliate partner undertakes to observe the provisions of any applicable legislation and customary business practices regarding the protection of intellectual property rights and to cooperate with Finery Markets to protect such rights;

  • 3.2.5. The Referrer/Affiliate partner undertakes to inform Finery Markets in writing of all instances known to it in which Finery Markets’s right to its name and trademark are disputed or violated.

• 3.3 The Referrer/Affiliate partner is not permitted to use Finery Markets’s and/or its affiliates’ trademark in any paid search activity, whether this is in ad text, copy or display URLs without prior written approval by Finery Markets.

• 3.4. The Referrer/Affiliate partner is not permitted to use Finery Markets’s and/or its affiliates’ trademark in their ad-copy paid media to advertise on behalf of Finery Markets without the written approval from Finery Markets and/or its affiliates.

• 3.5. The Referrer/Affiliate partner recognizes that Finery Markets holds all rights to Finery Markets's intellectual property and that all intangible assets related to Finery Markets and/or its affiliates‘ name and trademark and created as a result of the performance of this Referral program or by other means are the property of Finery Markets.

• 3.6. Finery Markets may cancel the non-exclusive, non-transferable right to use Finery Markets and/or its affiliates’ name, trademark and Promotional Material for free at any time, at its absolute discretion and without the need to provide any reasons for such cancellation.

• 3.7. The Referrer/Affiliate partner (and/or any of its affiliates) shall not, directly or indirectly:

  • 3.7.1. Register or use domains, subdomains, keywords, search terms or other identifiers containing Finery Markets and/or its affiliates’ trademark(s) (a part of Finery Markets’s name), Finery Markets trade names, Finery Markets name or any words or depictions confusingly similar to any of the aforementioned in any language without Finery Markets prior written consent;

  • 3.7.2. Bid on or purchase internet placement rights for a similar domain name or any part or similarities thereof in any manner in any of its advertising and/or promotions, including but not limited to, internet and web advertising;

  • 3.7.3. Include a similar domain name or any part thereof, or similar variations, translations or misspellings, in the meta tags of any web site code. This includes the meta title, meta keywords or meta description;

  • 3.7.4. Purchase, obtain or use, directly or indirectly, any keywords from third party platforms so as to redirect traffic to the similar domain name;

  • 3.7.5. Purchase a similar domain name or any part thereof, or any variations, translations or misspellings thereof, for use in text links, banner ads, pop-up ads or any other type of ad that could be associated with a keyword campaign;

  • 3.7.6. Use false advertising or in general false and/or fraudulent methods for attracting new Users online, launching the search engine and leading the search engine users astray, including, but not limited to the use of Finery Markets website URL with a Referral link/code in the contextual advertising systems, knowingly falsely redirecting users to a different website on the internet;

  • 3.7.7. Send traffic through automatic redirects on a website page;

  • 3.7.8. Use ad fraud, including but not limited to impression/click/conversion/data fraud, and fraudulent traffic sources, including but not limited to botnets/toolbars/click farms/other methods of automated/fraudulent traffic such as automated bots and stuffed cookies;

  • 3.7.9. The use of questionable traffic sources including but not limited to parked domains, error pages, juvenile, death & tragedy, sexually suggestive and violent content are not permitted;

  • 3.7.10. Publish advertisement-like information on websites which contain or link to websites that violate the law, industry standards, ethics, and morality;

  • 3.7.11. Publish advertisements with incorrect information about the services offered or with omissions to the non-disclosure requirements of the risks to the Referred Prospects.

  • 3.7.12. Use malicious software with pop-up advertisements or advertisement-like mailings to email addresses without consent to receive said mailings;

  • 3.7.13. Purchase keywords with reference to Finery Markets and/or other misspellings of the name on pay-per-click search engines to drive traffic to the Referrer/Affiliate partner’s own website;

  • 3.7.14. Purchase trademarks which include the word "Finery Markets" in any language;

  • 3.7.15. Bid or appear on misspellings or variations of "Finery Markets" brand searches.

• 3.8. The Referrer/Affiliate partner undertakes full responsibility of any legal representation and to pay all relevant fees, costs, expenses and fines in relation to any dispute, claim, action or proceeding relating to the intellectual property rights of Finery Markets and/or its affiliates arising whatsoever directly or indirectly out of the Referrer/Affiliate partner’s activities, negligence, willful default or fraud or breach of any of its obligations under this Referral program.

4. Termination

• 4.1. The Company may terminate this Referral program and the Referrer/Affiliate partner's status with immediate effect for any of the following reasons:

  • 4.1.1. If the Referrer/Affiliate partner violates the conditions of this Referral program;

  • 4.1.2. If Finery Markets has cause to believe that the Referrer/Affiliate partner is not putting enough effort into promoting the Finery Markets's services;

  • 4.1.3. Any of the Referred prospects engages in doubtful operations and/or in abusive trading and/or is in breach of the T&C;

  • 4.1.4. If Finery Markets has reasons to believe that the Referrer/Affiliate partner committed any illegal acts or omissions whatsoever; or

  • 4.1.5. If Finery Markets has reasons to believe that the Referrer/Affiliate partner has performed and/or performs any actions that may result in damaging Finery Markets’s business reputation, image or trademark.

• 4.2. Where termination of this Referral program and the Referrer/Affiliate partner's status takes place, Finery Markets shall pay Referral fee for all Referred prospects actually introduced before termination, excluding the instances directly provided for by this Referral program, until the effective termination date. The Referrer/Affiliate partner shall not be entitled to receive any Referral fee from any Referred prospects generated after the effective termination date.

• 4.3. Termination of the Referrer/Affiliate partner’s status shall not preclude Finery Markets from subsequently entering into or maintaining contractual relationships with Referred prospects introduced by the Referrer/Affiliate partner.

• 4.4. The Referrer/Affiliate partner shall no longer be allowed to use the Finery Markets's name and trademark following the termination of the Referrer/Affiliate partner’s status and the Referrer/Affiliate partner is obliged to return to Finery Markets any Promotional material.

5. Indemnity

• 5.1 The Referrer/Affiliate partner agrees to indemnify Finery Markets and/or its affiliates and hold Finery Markets and/or its affiliates, directors, officers, authorized representatives, employees and affiliates, harmless from and against any liability, claims, demands, proceedings, costs, damages, expenses (including legal fees) and penalties/fines whatsoever including but not limited to intellectual property rights and confidentiality directly or indirectly suffered by them or incurred by them arising out of the Referrer/Affiliate partner’s activities, negligence, willful default or fraud or breach of its obligations under this Referral program and Finery Markets may deduct any amount to indemnify Finery Markets and/or its affiliates from any outstanding Referrer/Affiliate partner Referral fee.

6. Miscellaneous

• 6.1. This Referral program, together with any documents referred to in it, constitutes the whole agreement between Finery Markets and the Referrer/Affiliate partner relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

• 6.2. Finery Markets reserves the right to modify or terminate the Referral program at its sole discretion with a written notice to the Referrer/Affiliate partner.

• 6.3. Nothing in this Referral program is intended to, or shall be deemed to establish any partnership or joint venture between Finery Markets and the Referrer/Affiliate partner, constitute either Finery Markets or the Referrer/Affiliate partner an agent of each other or of any other third pay, nor authorize the Referrer/Affiliate partner to make or enter into any commitments for and on behalf of Finery Markets.

• 6.4. In the event of any dispute between the Referrer/Affiliate partner and any Referred Prospect and/or User or in the event of suspicion by Finery Markets of any fraudulent or illegal activities involving the Referrer/Affiliate partner Finery Markets retains the right to block any amount of money in any of the Referrer accounts or block the payment of consideration to the Referrer/Affiliate partner.

• 6.5. All rights and remedies provided to Finery Markets under this Referral program are cumulative and are not exclusive of any rights or remedies provided by the applicable Law.

• 6.6. This Referral program and any matter, dispute or claim, including non-contractual disputes or claims, arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the Cypriot Law. The Referrer/Affiliate partner hereby irrevocably agrees that the Cypriot courts have exclusive jurisdiction and accordingly submits to the jurisdiction of the Cypriot courts in relation to any matter arising in connection with this Referral program.