Finery Markets Referral Program

Definitions

“Referral program” is a reward-based initiative that offers compensation to both current users of the Finery Markets software and Referrers 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 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.

“Finery Markets affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with Finery Markets, including any parent, subsidiary, or associated company involved in the provision, development, or support of Finery Markets’ products or services.

1. Referrers rights and obligations

• 1.1. In order for any User or Non-User to become a Referrer, 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 or request additional information and/or documentation from the applicant for further review.

• 1.2. Upon approval of a Referrer application and by acceptance of the present Referral Program, Finery Markets grants to the Referrer a non-exclusive, non–transferable right to direct Referred Prospects to the platform.

• 1.3. The Referrer 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 shall act in good faith and with integrity, using only materials and information approved by Finery Markets. The Referrer shall not make misleading or unsubstantiated claims, collect funds, modify documentation, or represent Finery Markets in any binding capacity. The Referrer must avoid any actions that may harm the reputation, regulatory standing, or commercial interests of Finery Markets and shall promptly inform Finery Markets of any legal, regulatory, or reputational issues that may affect their role under this Referral Program.

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 may be credited as a rebate, applied as a discount, or paid out in monetary form upon written request by the Referrer. The default form of payment is monetary.

• 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 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

• 2.6. The Referral fee will be paid quarterly, within 10 days after the end of each quarter, provided that the relevant fees have been collected from the Referred Prospect.

• 2.7. The Referral Period shall be 24 months from the first transaction of the Referred Prospect on the Platform. Table 1. Types of Referral fees

3. Promotion Restrictions

• 3.1. Finery Markets and its affiliates own all rights, title, and interest in their names, trademarks, logos, and related intellectual property (“Finery Markets Marks”).

• 3.2. Finery Markets may grant the Referrer a limited, revocable, non-exclusive, non-transferable right to use the Finery Markets Marks and marketing materials solely in connection with the Referrer’s promotion of the services under this Referral Program.

• 3.3. The Referrer shall not modify or create derivative works of any promotional material, nor use Finery Markets Marks in a way that may mislead, damage the reputation of Finery Markets, or imply an official partnership, representation, or endorsement.

• 3.4. The Referrer must seek prior written approval before using Finery Markets Marks in any form of public advertising, including paid ads, SEO, domain names, or email campaigns. General use on private channels (e.g., client outreach, decks, 1:1 emails) is permitted.

• 3.5. The Referrer shall not register or use domain names, social media handles, search terms, or other online identifiers that contain or imitate Finery Markets Marks without express written consent.

• 3.6. Finery Markets reserves the right to revoke the Referrer’s right to use its name, logo, or materials at any time without cause.

• 3.7. The Referrer shall be fully responsible for any third-party claims or regulatory actions resulting from unauthorized or improper use of Finery Markets Marks.

4. Termination

• 4.1. Termination for Convenience: This Referral Program may be terminated by either Party at any time by providing the other Party with at least thirty (30) days’ prior written notice.

• 4.2. Termination for Cause: Finery Markets may terminate this Referral Program with immediate effect by written notice to the Referrer if any of the following events occur:

  • 4.2.1. the Referrer commits a material breach of the terms of this Referral Program that is not remedied within thirty (30) days of written notice from Finery Markets;

  • 4.2.2.the Referrer becomes insolvent, is subject to winding-up proceedings, or ceases or threatens to cease carrying on business;

  • 4.2.3.the Referrer is indicted or sanctioned for any unlawful activity, or becomes the subject of criminal, regulatory, or reputational issues that may reasonably impact Finery Markets;

  • 4.2.4. a receiver, administrator, or similar officer is appointed over the Referrer’s assets; or

  • 4.2.5. the Referrer engages in any conduct that may, in Finery Markets’ reasonable opinion, harm its commercial interests or reputation.

• 4.3. Effect of Termination: Termination of this Referral Program shall not affect any rights to commission accrued prior to the termination date, subject to the conditions set out in this Referral Program. Unless otherwise agreed, no commission shall be due in relation to Referrals made after the termination date, unless the Referred Prospect enters into a commercial agreement with Finery Markets within six (6) months from termination.

5. Indemnity

• 5.1 The Referrer 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’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 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 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.

• 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, constitute either Finery Markets or the Referrer an agent of each other or of any other third pay, nor authorize the Referrer 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 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 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.

• 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. The Referrer is granted a non-exclusive right to introduce Referred Prospects to Finery Markets. Finery Markets reserves the right to accept or reject any Referred Prospect at its sole discretion, and nothing in this Referral Program shall prevent Finery Markets from engaging with other Referrers or from conducting similar activities directly.

• 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 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.

• 6.7. In the event of any discrepancy between the terms of this Referral Program and any other contractual agreement between the Parties, the terms of the contractual agreement shall prevail.