BUSINESS INTERMEDIARY AGREEMENTTERMS AND CONDITIONS
The following are our complete terms and conditions to apply as a member of Traders Trust’s Business
Intermediary Program. Please read this agreement completely and carefully before enrolling in our
Business Intermediary Program (the “Business Intermediary Program”). You must agree with and accept
all of the terms and conditions contained in this Agreement without modifications, which include thoseterms and conditions expressly set out below and those incorporated herein by reference, before you may
become a Business Intermediary of Traders Trust.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE
OR ACCESS OUR SERVICES AND INFORM US IN WRITING IMMEDIATELY.

Original Issue Date:

December 2018

Owner(s):TTCM TRADERS CAPITAL LIMITED

Last Review Date:

December 2023

Next Review Date:

December 2024

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Contents
ELECTRONIC SIGNATURES AND BUSINESS INTERMEDIARY’S ACCEPTANCE OF AGREEMENT(S)…………………4
TRADERS TRUST’S ACCEPTANCE OF AGREEMENT(S) ..................................................................................... 4
AUTHORIZATION – REPRESENTATION AND WARRANTIES ............................................................................. 4
AMENDMENTS ............................................................................................................................................... 5
MOST RECENT VERSION OF THE AGREEMENT .............................................................................................. 6
ENTIRE AGREEMENT – SEVERABILITY ............................................................................................................ 6
TERRITORIAL SCOPE OF AGREEMENT ............................................................................................................ 7
DEFINITIONS .................................................................................................................................................. 7
INTERPRETATION .......................................................................................................................................... 14
PERSONAL INFORMATION ........................................................................................................................... 15
REGISTRATION .............................................................................................................................................. 15
MARKETING AND PROMOTION ................................................................................................................... 16
UNAUTHORIZED (MARKETING) ACTIVITIES ................................................................................................. 17
NO (UNSOLICITED) E-MAILING .................................................................................................................... 18
PERSONAL DATA PROTECTION ..................................................................................................................... 19
APPROVED MARKETING MATERIALS ........................................................................................................... 20
COST OF MARKETING MATERIALS .............................................................................................................. 20
NO MODIFICATION OF MARKETING MATERIALS ......................................................................................... 20
NON-ASSIGNMENT OF TRACKERS ............................................................................................................... 20
DISCLAIMERS................................................................................................................................................ 20
COMMERCIAL USE ONLY .............................................................................................................................. 21
SUB-EARNING SHARING .............................................................................................................................. 21
GOOD FAITH MARKETING ........................................................................................................................... 21
PRESS RELEASES – PROMOTIONAL MATERIAL(S)......................................................................................... 22
NON-COMPETITION ..................................................................................................................................... 22
DOMAIN OWNERSHIP .................................................................................................................................. 23
SEARCH ENGINES ......................................................................................................................................... 23
SITE REDIRECTS ............................................................................................................................................ 23
PAGE OPTIMIZATION .................................................................................................................................... 23
OFF-SITE LINKS ............................................................................................................................................. 232

OWNERSHIP OF COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, MARKETING MATERIALSAND PROMOTIONAL MATERIAL(S) .............................................................................................................. 24
SOCIAL NETWORKING SITES OR SERVICES ................................................................................................... 25
SUB-BUSINESS INTERMEDIARYS .................................................................................................................. 25
REPORTS & PAYMENTS ................................................................................................................................. 26
TERM AND TERMINATION ........................................................................................................................... 29
EFFECTS OF TERMINATION ......................................................................................................................... 30
NO WARRANTIES.......................................................................................................................................... 31
BILLING AND COLLECTION LIMITATIONS ..................................................................................................... 32
RELEASE........................................................................................................................................................ 32
LIABILITY LIMITATIONS ................................................................................................................................. 32
INDEMNIFICATION ....................................................................................................................................... 32
INDEPENDENT INVESTIGATION .................................................................................................................... 32
ASSIGNMENT ............................................................................................................................................... 33
NOTICES ....................................................................................................................................................... 33
GOVERNING LAW AND JURISDICTION ......................................................................................................... 34
DISPUTE RESOLUTION .................................................................................................................................. 35
INTERIM RELIEF - INJUNCTIVE RELIEF .......................................................................................................... 35
CONTROLLING LANGUAGE........................................................................................................................... 36
FORCE MAJEURE ......................................................................................................................................... 36
NO WAIVER .................................................................................................................................................. 36
CUMULATIVE REMEDIES .............................................................................................................................. 36
EXCLUSION OF THIRD-PARTY RIGHTS .......................................................................................................... 37
INDEPENDENT PARTIES/NO PARTNERSHIP OR JOINT VENTURE .................................................................. 37
COUNTERPARTS ........................................................................................................................................... 37
SURVIVAL ..................................................................................................................................................... 37
APPENDIX A .................................................................................................................................................. 38

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1. ELECTRONIC SIGNATURES AND BUSINESS INTERMEDIARY’S ACCEPTANCE OF AGREEMENT(S)
1.1 You hereby acknowledge and agree that (a) by completing and submitting the Business
Intermediary Application Form to Traders Trust and clicking on the “I Accept” button or similar
buttons or links as may be designated by Traders Trust on the Traders Trust Website(s) to show
your approval of this Agreement, (b) by continuing to access or use the Traders Trust Website(s),(c) by marketing to and referring potential new Traders to the Traders Trust Website(s) and/or(d) by accepting any Business Intermediary Commissions and/or payments from Traders Trustor any of its clients, you are entering into a legally binding contract and you fully agree to abide
by and to be bound by all the terms and conditions set out in this Agreement, as they may apply
to you.
1.2 You hereby agree to the use of electronic communications in order to enter into contracts, placeorders and other records and to the electronic delivery of notices, policies and records oftransactions initiated or completed through Traders Trust’s Business Intermediary Program.
Furthermore, you hereby waive any rights or requirements under any laws or regulations inany jurisdiction which require an original (non-electronic) signature or delivery or retentionof non-electronic records, to the extent permitted under applicable mandatory law.

2. TRADERS TRUST’S ACCEPTANCE OF AGREEMENT(S)2.1 Traders Trust shall evaluate the Business Intermediary Application Form you hereby submitted
and shall inform you by e-mail whether the Business Intermediary Application Form is acceptedor not. Traders Trust reserves the right to refuse your application for any reason without being
obliged to provide you with any explanation or justification.
2.2 Traders Trust will become a counterparty to this Agreement, and this Agreement will enter into
effect in regards to Traders Trust, only as of the date on which Traders Trust is sending the abovementioned confirmation e-mail, as indicated thereon (the “Effective Date”).
3. AUTHORIZATION – REPRESENTATION AND WARRANTIES
3.1 You represent and warrant that: (a) you are an individual or company who can form legallybinding contracts under the laws applicable in your country of residence or incorporation; (b) if
you are an individual, that you are above the age of 18, or otherwise above the legal age in yourcountry of residence; (c) at least all of the information provided by you to Traders Trust to enrol
in Traders Trust’s Business Intermediary Program is correct and current; (d) you are the ownerof the Business Intermediary Website(s) and any content displayed thereon or contained therein
and/or you are legally authorized to act on behalf of the owner the Business Intermediary
Website(s) for the purposes of this Agreement and the Services to be provided hereunder; (e)4you have all necessary rights, powers, and authority to enter into this Agreement and to performthe acts required of you hereunder; and (f) you have complied and will continue to comply with
all Applicable Laws, and Regulations, statutes, ordinances, and other applicable regulations inyour performance of any acts hereunder.
3.2 In addition, to the extent that your Website(s) is or includes a media player: (a) you represent
and warrant that you have a valid license to use and distribute such media player (including allcontent therein, including, without limitation any Ads or Ad Units) for the purposes of thisAgreement and the Services to be provided hereunder; and (b) you shall ensure that any media
player(s) that constitute your Website(s) or that are part thereof or included therein shall comply
with the terms and conditions set forth herein.
3.3 You further represent and warrant that your Website(s) and any materials displayed therein: (a)comply with all Applicable Laws and Regulations, statutes, ordinances, and other applicableregulations; (b) do not breach, and have not breached, any duty toward or rights of any personor entity including, without limitation, rights of intellectual property, publicity or privacy, orrights or duties under consumer protection, product liability, tort, or contract theories; and (iii)
are not pornographic, hate-related or otherwise violent in content.
3.4 To the extent that the party intending to enrol in the Business Intermediary Program is a
corporation, a company, a joint venture, a partnership or any other corporate entity or
association of individuals ("Corporate Entity"), you represent and warrant that you are legallyauthorized to bind such Corporate Entity and that your execution of this Agreement, as provided
below, binds such Corporate Entity for any and all purposes and intents of this Agreement.
4. AMENDMENTS
Traders Trust reserves the right to amend, alter, delete or add to any of the provisions of thisAgreement (“Changes”), at any time and at its sole discretion, without giving any advance or priornotice, subject to the terms and conditions set out in this Agreement, and it is your duty to consult
and/or to check regularly this Agreement on the Traders Trust Website(s) regarding any Changes.
You hereby acknowledge and agree that (i) by completing and submitting the Business
Intermediary Application Form to Traders Trust and clicking on the “I Accept” button or similar
buttons or links as may be designated by Traders Trust to show your approval of this Agreement,(ii) by continuing to access or use the Traders Trust Website(s), (iii) by marketing to and referring
potential new Traders to the Traders Trust Website(s) and/or (iv) by accepting any Business
Intermediary Commissions and/or payments from Traders Trust or any of its clients, you confirm
your irrevocable acceptance of this Agreement (and any modifications thereto), subject to yourcontinued compliance with the terms and conditions of this Agreement.

55. MOST RECENT VERSION OF THE AGREEMENT
5.1 This is the most recent version of the Agreement, as released and posted as of September 21,
2012. This version of the Agreement modifies, replaces and supersedes all prior versions of thisAgreement.
5.2 A copy of this Agreement should be downloaded and saved on your hard drive and/or printed
and retained in your files for future reference.
6. ENTIRE AGREEMENT – SEVERABILITY
6.1 This Agreement (together with its annexes, appendices, addenda, attachments, schedules andexhibits and/or amendments) represents the entire agreement concerning the Business
Intermediary Program between you and Traders Trust and it cancels and supersedes all previous
arrangements or agreements between the Parties hereto with respect to the subject matterhereof, superseding any other communications or understandings between the Parties hereto.
6.2 Nothing contained in this Agreement shall be construed as requiring the commission of any act
contrary to law.
6.3 Whenever there is any conflict between any provision of this Agreement and any present or
future applicable statute, law, ordinance or regulation governing the transactions hereunder,
the latter shall prevail, but in such event the provision of this Agreement thus affected shall becurtailed and limited only to the extent necessary to bring it within the requirement(s) of thelaw.
6.4 Each part of this Agreement is a distinct undertaking. In the event that any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect by a court of competentjurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision orpart of a provision of this Agreement, which shall remain in full force and effect and shall in noway be affected or invalidated.
6.5 With respect to the provisions of this Agreement, which are held to be invalid or unenforceable,
in whole or in part, the Parties will negotiate in good faith with the intention to replace the void
provision with a valid one that in its economic effect complies best with the void provision in amanner consistent with their joint intention as expressed herein, and this Agreement shall, tothe fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of a provision, had never been contained herein, and such provision or partreformed so that it would be valid, legal and enforceable to the maximum extent possible.
6.6 Without limiting the foregoing, if any provision (or part of provision) contained in thisAgreement shall, for any reason, be held to be excessively broad as to duration, activity or
subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest
extent compatible with then existing Applicable Laws and Regulations, statutes, ordinances, andother applicable regulations.

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7. TERRITORIAL SCOPE OF AGREEMENT
7.1 It is hereby agreed that this Agreement does not apply to services of supplying traffic / leads ofcustomers or clients, which are resident in a territory in which such customers or clients are notallowed to access or use the online services promoted by Traders Trust.
7.2 This limitation may be changed by Traders Trust unilaterally and at Traders Trust’s sole discretionfrom time to time and it is your duty to consult and / or to check regularly this Agreement on
the Traders Trust Website(s) regarding any Changes in that regard.
8. DEFINITIONS
9.1 For the purpose of this Agreement, unless the context otherwise requires, capitalized words andexpressions shall have the meanings assigned to them in the defined terms that are set forth inbold and italics (A) hereinafter under the heading “Definitions”, and (B) throughout this Agreement:“Account”, when used in this Agreement, unless the context otherwise requires, shall mean, theuniquely assigned account that is created for a Trader when he/she opens a trading account With
Traders Trust;“Adware”, or “advertising-supported software", when used in this Agreement, unless the context
otherwise requires, shall mean any software package which automatically plays, displays, or
downloads advertisements to a computer; these advertisements can be in the form of a pop-up;“Affiliate” of a company or Person, when used in this Agreement, unless the context otherwise
requires, shall mean any entity or person that, directly or indirectly, through one or moreintermediaries, controls, is controlled by or is under common control with such company or person;for purposes of this definition, the term “control” (including, with correlative meaning, the terms“controlled by” and “under common control with”), as used with respect to a company or Person inthis Agreement, shall mean the possession, directly or indirectly through one or moreintermediaries, of the power to direct or cause the direction of management policies of suchcompany or Person, whether through ownership of voting securities or otherwise;“Agreement”, when used in this Agreement, unless the context otherwise requires, shall mean thisAgreement, inclusive of all of its annexes, appendices, addenda, attachments, schedules and exhibits
and amendments, entered into by and between Business Intermediary and Traders Trust, as of theEffective Date;“Anti-Money Laundering (“AML”) & Know Your Customer (“KYC”) Legislation”, As such, theCompany is required to comply with The Proceeds of Crime Act 1997 (as amended) (the “Act”), theProceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008 (the“Regulations”), the Anti-Terrorism (Financial and Other Measures) Act 2004 (as amended) (the “ATF
Act”), the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing Supervision and
Enforcement) Act 2008 (as amended) (the “SE Act”) and the Financial Intelligence Agency Act 2007 (asamended) (the “FIA Act”) (together referred to as the “Legislation”) comprise the central frameworkfor Bermuda’s anti-money laundering (“AML”) and anti-terrorist financing (“ATF”) regime;“Applicable Laws and Regulations”, when used in this Agreement, unless the context otherwise
requires,shall mean, collectively the Anti-Money Laundering (“AML”) & Know Your Customer (“KYC”)
Legislation, (E) the Anti-Spam Legislation, (F) the Personal Data Protection Legislation, as well as (G)7any other rule or regulation of a relevant regulatory authority, the rules of any relevant investment
exchange and/or any other relevant applicable local, state, federal and international laws, rules andregulations of the countries, jurisdictions in which either one of the Parties and/or the recipients ofthe marketing and customer referral services, and all related services, which Business Intermediary
will be providing to Traders Trust through Business Intermediary’s Website, are incorporated, residing,located and/or doing business, as the same may be in force from time to time and modified oramended from time to time;“Banner(s) and/or Text Link(s)”, when used in this Agreement, unless the context otherwise requires,shall mean the graphical artwork or text that will be directed to the home page or a dedicated landing
page of the Traders Trust Website(s) through Business Intermediary’s Website, to permit prospective,
new Traders to hyperlink from Business Intermediary’s Website(s) to the Traders Trust Website;“Bonus Incentives”, when used in this Agreement, unless the context otherwise requires, shall mean
special offers to Traders that give them extra credit for trading or giveaways when they enter a Referral
Code when opening an account or making a real money deposit; Bonus Incentives may be unique, but
are not exclusive to any Trader and/or Business Intermediary and Traders Trust reserves the right tooffer the same Bonus Incentives to multiple Traders or Business Intermediaries;“Business Day”, when used in this Agreement, unless the context otherwise requires, shall mean any
calendar day (except any Saturday or Sunday), beginning at 00:00 GMT + 2 and ending at 23:59 GMT+ 2, on which banks in Cyprus are open for business;“Business Intermediary(s)” or “you” or “your”, when used in this Agreement, unless the context
otherwise requires, shall mean the private individual or Corporate Entity, who has registered for andbeen accepted in Traders Trust’s Business Intermediary Program and who complies with the terms ofthis Agreement;“Business Intermediary’s Account” or “your Account”, when used in this Agreement, unless thecontext otherwise requires, shall mean the unique account that Business Intermediary creates after
successful registration with and acceptance in Traders Trust’s Business Intermediary Program;“Business Intermediary’s Commission(s)” or “your Commission(s)”, when used in this Agreement,
unless the context otherwise requires, shall mean the amount due and payable to Business
Intermediary, based solely on Traders Trust’s system's data and the Commission Structure set out inAppendix A hereto;“Business Intermediary Network”, when used in this Agreement, unless the context otherwise
requires, shall mean the online community made up of the Business Intermediaries that havesuccessfully registered with and have been accepted in Traders Trust’s Business Intermediary Program;“Business Intermediary Number”, when used in this Agreement, unless the context otherwise
requires, shall mean the numeric code that is assigned to Business Intermediary upon successful
registration with and acceptance to participate in Traders Trust’s Business Intermediary Program;“Business Intermediary Program”, when used in this Agreement, unless the context otherwise
requires, shall mean the marketing rewards program which Traders Trust makes available to certain
individuals or entities, pursuant to the terms and conditions of this Agreement, via Traders Trust’s
Business Intermediary Program;“Business Intermediary’s Website” or “your Website”, when used in this Agreement, unless thecontext otherwise requires, shall mean the Website, which is privately labelled, owned and hosted byBusiness Intermediary, or which Business Intermediary is legally entitled to host and/or operate, andits related pages;
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“Churning”, when used in this Agreement, unless the context otherwise requires, shall mean toinclude, but shall not be limited to, the practice of executing trades through a client Account togenerate commissions or rebates; trading for the sole purpose of generating rebates using a strategy
like this will not earn any commissions and/or rebates;“Confidential Information”, when used in this Agreement, unless the context otherwise requires, shallmean and collectively include: all information relating to the business, plans, intellectual property
and/or technology of Traders Trust, including, but not limited to technical information including
inventions, methods, plans, processes, specifications, characteristics, assays, raw data, scientificpreclinical or clinical data, records, databases, formulations, clinical protocols, equipment design,know-how, experience, and trade secrets; developmental, marketing, sales, customer, supplier,consulting relationship information, operating, performance, and cost information; computer
programming techniques whether in tangible or intangible form, and all record bearing media
containing or disclosing the foregoing information and techniques including, written business plans,
patents and patent applications, grant applications, notes, and memoranda, whether in writing orpresented, stored or maintained in or by electronic, magnetic, or other means, as well as all Software,
documentation and all other materials containing information about Traders Trust, Traders Trust’s IP
Rights and/or Traders Trust’s Intellectual Property (including all copies and reproductions thereof), as
well as any other information specifically identified, either verbally or in writing, as confidential, thatis obtained under or in the course of business or activities relating to this Agreement by one party
from the other; notwithstanding the foregoing, the term “Confidential Information” shall not include
any information which: (a) can be demonstrated to have been in the public domain or was publicly
known or available prior to the date of the disclosure by Traders Trust; (b) can be demonstrated inwriting to have been rightfully in the possession of Business Intermediary prior to the disclosureof such information by Traders Trust; (c) becomes part of the public domain or publicly known oravailable by publication or otherwise, not due to any unauthorized act or omission on the part ofBusiness Intermediary; or (d) is supplied to Business Intermediary by a third-party without binder ofsecrecy, so long as that such third-party has no obligation to Traders Trust or any of its Affiliates tomaintain such information in confidence;“Contract”, when used in this Agreement, unless the context otherwise requires, shall mean atransaction amount of 1 share/unit;“Customer Agreement”, when used in this Agreement, unless the context otherwise requires, shallmean the terms of business between Traders Trust and Trader, to which such Trader consented inwriting or by accepting Traders Trust’s usual terms of business, as set forth on the Traders Trust
Website(s), in the manner set forth thereon;“Deposit(s)”, when used in this Agreement, unless the context otherwise requires, shall mean thefunds transferred by Traders to their Account with Traders Trust;“Effective Date”, when used in this Agreement, unless the context otherwise requires, shall mean thedate on which this Agreement enters into effect, as indicated on the confirmation e-mail sent by
Traders Trust to Business Intermediary, indicating that Business Intermediary’s Application Form has
been accepted;“Electronic Trading Platform(s)”, when used in this Agreement, unless the context otherwise requires,shall mean the “METAQUOTES METATRADER TRADING INFORMATION SYSTEM”, which entails anelectronic trading platform where transactions in “Financial Instruments” (“Finance Transactions”) canbe processed, Traders' accounts can be managed and historical data can be stored and managed;
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“Financial Instrument(s)”, when used in this Agreement, unless the context otherwise requires, shallmean (a) CFD’s on currencies, equities, precious metals, financial indices, future contracts and anyother trading tools; (b) Options, futures, swaps, forward rate agreements and any other derivative
contracts relating to securities, currencies, interest rates or yields, or other derivative instruments,
financial indices or financial measures which may be settled physically or in cash; (c) Options, futures,
swaps, forward rate agreements and any other derivative contracts relating to commodities that must
be settled in cash or may be settled in cash at the option of one of the parties (otherwise than byreason of a default or other termination event); (d) Options, futures, swaps, and other derivative
contract relating to commodities that can be physically settled provided that they are traded on aregulated market and/or an MTF; (e) Options, futures, swaps, forwards and any other derivative
contracts relating to commodities, that can be physically settled not otherwise mentioned in point (d)above and not being for commercial purposes, which have the characteristics of other derivative
financial instruments, having regard to whether, inter alia, they are cleared and settled throughrecognized clearing houses or are subject to regular margin calls; (f) Options, futures, swaps, forward
rate agreements and any other derivative contracts relating to climatic variables, freight rates,
emission allowances or inflation rates or other official economic statistics that must be settled in cash
or may be settled in cash at the option of one of the parties (otherwise that by reason of a default orother termination event), as well as any other derivative contracts relating to assess, rights,
obligations, indices and measures not otherwise mentioned in this Section, which have thecharacteristics of other derivative financial instruments, having regard to whether, inter alia, they arecleared and settled through recognized clearing houses or are subject to regular margin calls; (g) suchother investments instruments that may be offered for trading on or through the Traders Trust
Website(s);“Finance Transaction(s)” when used in this Agreement, unless the context otherwise requires, shallmean transactions (trades) in Financial Instruments effected via the Electronic Trading Platform(s);“Fraud Traffic”, when used in this Agreement, unless the context otherwise requires, shall mean
Deposits or traffic generated towards the Traders Trust Website(s) and/or the Electronic Trading
Platform(s) through illegal means, in violation of the terms and conditions of this Agreement, or in bad
faith to defraud the system, regardless of whether or not it actually causes Traders Trust any harm;
Fraud Traffic shall include, but shall not be limited to Spam, false advertising and deposits generated
on stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers
to share the Business Intermediary’s Commission(s) directly or indirectly with Traders, ‘carrytrade’/’interest arbitrage’, ‘Churning’, the use of specialized software programs that are designed to
exploit possible price latencies on Traders Trust’s Electronic Trading Platform(s) or that allow for theuse of technological and/or algorithmic trading pattern that are aimed at exploiting price latency
arbitrage opportunities on Traders Trust’s Electronic Trading Platform(s) and any other form of‘arbitrage’ and/or unauthorized use of any third party accounts, copyrights or trademarks;“Intermediary/Related Party”, when used in this Agreement, unless the context otherwise requires,shall mean to include any Person bearing a relationship with any Party to this Agreement, including,
without limitation:
a. family members, such as brothers, sisters, spouses, ancestors, lineal descendants andcollateral descendants;
b. any Person that any Party to this Agreement, directly or indirectly through one or moreintermediaries, controls or that, directly or indirectly through one or more intermediaries, is10

controlled by or is under common control with such Party; for purposes of this definition, the term
“control” (including, with correlative meaning, the terms “controlled by” and “under common
control with”), as used with respect to any company or Person in this Agreement, shall mean thepossession, directly or indirectly through one or more intermediaries, of the power to direct or
cause the direction of management policies of such company or Person, whether throughownership of voting securities or otherwise;“Marketing Materials”, when used in this Agreement, unless the context otherwise requires, shallmean the Widget(s), the Banners and/or Text Links and any other Promotional Material(s) that arelocated on Traders Trust’s banner farm and that are being provided by Traders Trust under andpursuant to this Agreement;“Meta Tags” or “Meta Elements”, when used in this Agreement, unless the context otherwise
requires, shall mean the HTML or XHTML <meta … > elements used to provide structured metadata
about a Web page; Multiple elements are often used on the same page: the element is the same, but
its attributes are different; "Meta Tags" or "Meta Elements" can be used to specify page description,
keywords and any other metadata not provided through the other head elements and attributes;“Monthly Revenue”, when used in this Agreement, unless the context otherwise requires, shall mean
Revenue as calculated at the end of each calendar month for determination of Business Intermediary’s
Commission, which is typically paid shortly after the end of each calendar month;“OTC”, when used in this Agreement, unless the context otherwise requires, shall mean ‘Over The
Counter’ trading (not on a formal Exchange) of Financial Instruments through a network of brokerdealers who negotiate directly with one another over computer networks and by phone;“Party”, when used in this Agreement, unless the context otherwise requires, shall mean Traders Trustor Business Intermediary, as the case may be, as it appears from the context in which this term is usedin this Agreement; Traders Trust and Business Intermediary may, collectively, be referred to in thisAgreement as the “Parties”;“Percentage Revenue Plan”, when used in this Agreement, unless the context otherwise requires, shallmean a type of Payment Plan, whereby Business Intermediary’s Commissions are based on apercentage of the Revenue generated by Traders who have opened an Account with Traders Trust via
a Tracker assign ed to Business Intermediary, as set out in Appendix A hereto;“Person”, when used in this Agreement, unless the context otherwise requires, shall mean an
individual, corporation, partnership, trustee, trust, regulatory body or agency, government or gover
nmental agency or entity (however designated or constituted) or any unincorporated organization;“Personal Data”, when used in this Agreement, unless the context otherwise requires, shall mean and,collectively, include any information relating (i) to an identified or (ii) to a directly or indirectly
identifiable, natural or legal person, including, but not exclusively, any data on Traders Trust and/or
Business Intermediary’s employees, directors, shareholders, customers, prospects, contacts and/or
suppliers;“Personal Data Protection Legislation” when used in this Agreement, unless the context
otherwise requires, shall mean, collectively, General Data Protection Regulation (EU) 2016/679 (GDPR)
is a regulation in EU law on data protection and privacy for all individual citizens of the European Union

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(EU) and the European Economic Area (EEA). Personal Data Legislation is applied only in cases where
the client is from EU and/or where the client is residing in the territory of EU and/or EEA area.
“Pip(s)”, when used in this Agreement, unless the context otherwise requires, shall mean the smallest
numerical value of a price (the last digit to the Right of the decimal point); the term “Pips” issynonymous and interchangeable and may be used in this Agreement in an interchangeable way
with the terms “Point(s)” and “Tick(s)”;“Press Release”, when used in this Agreement, unless the context otherwise requires, shall mean any
document or publication which is released or circulated to the public or news media and purports tocommunicate information regarding Traders Trust, the Traders Trust Website, Traders Trust’s Business
Intermediary Program and/or the online services and/or products offered by Traders Trust;“Pricing Data”, when used in this Agreement, unless the context otherwise requires, shall mean
pricing data generated by the pricing engine integrated in Traders Trust’s Electronic Trading Platform(s)and fed to Traders Trust’s Electronic Trading Platform(s) on a real time/delayed/end of day/historicalbasis, specifying the market prices of the Financial Instruments traded on Traders Trust’s Electronic
Trading Platform(s);“Prohibited Software”, when used in this Agreement, unless the context otherwise requires, shallmean any software that gives Traders an unfair advantage; items that fall into this category shall
include, but shall not be limited to specialized software programs that are designed to exploit possible
price latencies on Traders Trust’s Electronic Trading Platform(s) or that allow for the use oftechnological and/or algorithmic trading pattern that are aimed at exploiting price latency
arbitrage opportunities on Traders Trust’s Electronic Trading Platform(s);“Promotional Material(s)”, when used in this Agreement, unless the context otherwise requires, shallmean any written or verbal communication with the public that relates in any way to the solicitationof prospective, new Traders, including all written or verbal material generated by Traders Trust
and/or Business Intermediary; the term “Promotional Material(s)” shall also include, but shall not belimited to, published written texts, compliance and procedures memoranda and manuals, training
materials, advertisements, research reports, correspondence to prospective new Traders and existing
Traders, as well as market analyses, newsletters and generally anything written that assists in thesolicitation process, whether prepared by Traders Trust, Business Intermediary or any third-party, as
well as all e-mails, all mailings, all Websites, including Business Intermediary’s Website(s) and allcontents thereof, and links to websites and/or any scripts used, and generally anything written thatassists in the customer solicitation/introduction/referral process;“prospective, new Trader(s)”, when used in this Agreement, unless the context otherwise requires,shall mean any prospective, new customer(s) (A) who may be interested in Finance Transactions; and(B) who may have been or may be identified as solicited by and introduced and/or referred to Traders
Trust as a result of the marketing and customer referral services, and all related services, which
Business Intermediary will be providing to Traders Trust through Business Intermediary’s Website, orotherwise; and (C) with whom Traders Trust does not have a current or prior existing business and/or
client relationship and (D) with whom Traders Trust might consider entering into a Customer
Agreement and business and/or client relationship;“Redeem(s)”, when used in this Agreement, unless the context otherwise requires, shall mean any
and all funds withdrawn or cashed-out by Traders from their Trading Account with Traders Trust, plus
any amount pending on such Trader’s Trading Account with Traders Trust, plus any Deposits reversed12(or credits given) by Traders Trust, in Traders Trust’s sole discretion, to negate fraud, error, Trader
dissatisfaction or through charge-backs and/or refunds;“Referral Codes”, when used in this Agreement, unless the context otherwise requires, shall mean
unique offline alphanumeric codes that Traders may enter when opening an Account with Traders
Trust; when properly entered, the Traders Trust system automatically logs the Referral Codes andrecords and identifies the Traders who enters the relevant Referral Code being solicited by andintroduced and/or referred to the Traders Trust Website(s) by Business Intermediary; in order toencourage potential Traders to use Referral Codes, extra trading credits or other Bonus Incentives may
be given to Traders that enter Referral Codes;“Revenue”, when used in this Agreement, unless the context otherwise requires, shall mean the sum
total of the gross revenue generated by all Traders who have opened an Account with Traders Trust
via a Tracker assigned to Business Intermediary, less any credits, bonus or promotional amounts given
to such Trader(s), processing charges, charge backs and/or or any un-collectable revenue attributableto such Trader(s);“Services”, when used in this Agreement, unless the context otherwise requires, shall mean themarketing and customer referral services, and all related services, which Business Intermediary will be
providing to Traders Trust through Business Intermediary’s Website(s), under and pursuant to thisAgreement, as described herein;“Spam” or “Unsolicited Promotions”, when used in this Agreement, unless the context otherwise
requires, shall mean e-mails and/or other messages that are sent by Business Intermediary, directly
or indirectly, including, but not limited to messages that are posted on newsgroups, chat boards,
instant messaging systems, and other types of online forums or sent to mobile phones and which: (A)are directed at people who have not consented to receiving promotional messages from Business
Intermediary; (B) contain false or misleading statements; (C) do not truthfully identify the source or
the originating IP Address; (D) purport to be, but are not, generated by Traders Trust; (E) do not provide
the recipient with an option to easily "remove" them from receiving future mailings or promotions; or(F) violate applicable laws or regulations regarding unsolicited electronic communications;“Spyware”, when used in this Agreement, unless the context otherwise requires, shall mean a type of
malware that can be installed on computers, and which collects small pieces of information about
users without their knowledge; the presence of spyware is typically hidden from the user, and can bedifficult to detect; typically, spyware is secretly installed on the user's personal computer;“Sub-Business Intermediaries”, when used in this Agreement, unless the context otherwise requires,shall mean all traffic generated via Business Intermediary’s dedicated links with the Traders Trust
Website(s) and generated by a third party Sub-Business Intermediary that Business Intermediaryhas contacted and referred to (and that has successfully joined) the Business Intermediary Network,in accordance with the terms of this Agreement;“Sub-Business Intermediary Accruals”, when used in this Agreement, unless the context otherwise
requires, shall mean the Sub-Business Intermediary’s accruals due to any Sub-Business Intermediaryas set out in Appendix A hereto;“Tracker(s)”, when used in this Agreement, unless the context otherwise requires, shall mean theunique tracking URL(s) that Traders Trust provides exclusively to Business Intermediary, during theterm of this Agreement, through which Traders Trust is capable of tracking Business Intermediary’s
marketing and customer referral efforts and calculates Business Intermediary’s advertising Revenue;13

“Track Text Links”, when used in this Agreement, unless the context otherwise requires, shall mean
text that hyperlinks persons from a webpage to the Traders Trust Website(s);“Tracking Code(s)”, when used in this Agreement, unless the context otherwise requires, shall mean
one or more unique hyperlinks (URL(s)) to the Traders Trust Website, through which Business
Intermediary refers potential Traders from a web page; when the Trader opens his/her Account, thesystem automatically logs the Tracking Code and records Business Intermediary as the Business
Intermediary that has solicited, introduced and/or referred the Trader in question to Traders Trust;“Trader(s)”, when used in this Agreement, unless the context otherwise requires, shall mean
any prospective, new Trader (A) who is interested in OTC Finance Transactions, (B) who enters theTraders Trust Website, (C) who has been or is identified as solicited by and introduced and/or referredto the Traders Trust Website(s) via Business Intermediary’s Tracker(s), (D) with whom Traders Trustdoes not have a current or prior existing business or customer relationship, (E) who has submitted to
Traders Trust all required documentation - including in each instance, without limitation, an original
certified unexpired government-issued identification evidencing nationality, residence and bearing aphotograph (e.g., driver’s license, passport, Government residency card, or similar identification), anda valid recent official utility bill with Trader’s name and address of (water, gas, electricity, etc.) -, as
required under any relevant “Anti- Money Laundering (“AML”) & Know Your Customer (“KYC”)
Legislation”, obligations and/or procedures applicable to Traders Trust, and (F) who has been accepted
as a client by Traders Trust in accordance with the terms of this Agreement and Traders Trust’s usual
terms of business as set forth on the Traders Trust Website(s), in the manner set forth thereon;“Traders Trust” or “we” or “us”, when used in this Agreement, unless the context otherwise requires,shall mean the Website(s) www.traders-trust.com (the “Traders Trust Website(s)”) and its operator,‘TTCM Traders Capital Markets Limited’;“Traders Trust Website” or “Traders Trust’s Website”, when used in this Agreement, unless thecontext otherwise requires, shall mean the Website, which is privately labelled, owned and hosted by
Traders Trust at the following URL: www.traders-trust.com and which is designed to attract andsolicit and obtain Website(s) registrations from prospective, new Traders that are interested in OTC
Finance Transactions, and its related pages;“Widget(s)”, when used in this Agreement, unless the context otherwise requires, shall mean a small
piece of ‘html’ related to the Traders Trust Website(s) that lets Business Intermediary easily add
functionality to Business Intermediary’s Website; Widgets can display a wide variety of information,
including news, trading updates, pro tips, promotions, and commercials;“Your Commissions”, when used in this Agreement, unless the context otherwise requires, shall mean
the commissions, rebates, allowances, awards, benefits, bonuses, earnings, increments, premiums,
profits, remunerations and/or other proceeds paid or payable to you by Traders Trust under and/or
pursuant to this Agreement;“Your Website(s)”, when used in this Agreement, unless the context otherwise requires, shall mean
the Website(s), which is/are privately labelled, owned and hosted by you for the purpose of
attracting, soliciting and obtaining Website(s) registrations from prospective, new Traders that areinterested in OTC Finance Transactions, and its related pages.

14

9. INTERPRETATION
9.1 Any reference in this Agreement and its annexes, appendices, addenda, attachments, schedules
and exhibits to a document being "in the terms agreed by mutual consent of the Parties" shallmean that document in the terms mutually agreed upon by and between the Parties and for the
purposes of identification and documentation thereof signed by each of the Parties, or suchother terms as may be agreed upon by mutual agreement of the Parties and executed by eachof the Parties in writing in substitution therefor.
9.2 In this Agreement and its annexes, appendices, addenda, attachments, schedules and exhibits,
references to any provision shall include such provision as from time to time amended, whether
before, or on (in the case only of re-enactment or consolidation without substantive
amendment) after the Effective Date, and shall be deemed to include provisions of earlier
legislation which have been re-enacted (with or without modification) or replaced (directly or
indirectly) by such provision, and shall further include all statutory instruments or orders fromtime to time made pursuant thereto.
9.3 In this Agreement and its annexes, appendices, addenda, attachments, schedules and exhibits :(a) the masculine gender shall include the feminine and neuter and the singular number shall
include the plural and vice versa; (b) references to persons shall include individuals, bodies’
corporate, un-incorporated associations and partnerships; (c) the headings are inserted forconvenience only and shall not affect the construction and interpretation of this Agreement; (d)references to recitals, clauses and annexes, schedules and exhibits and any subdivisions thereof,
unless a contrary intention appears, shall be to the recitals, clauses and annexes, schedules andexhibits and subdivisions of this Agreement.
9.4 The annexes, appendices, addenda, attachments, schedules and exhibits and the Pre-amble andRecitals set forth hereinabove form an integral part of this Agreement and shall be construed ashaving the same full force and effect as if they would be expressly set forth in the body of thisAgreement.
10. PERSONAL INFORMATION
10.1
You must provide true and complete information to us at all times; including but notlimited to, your identity, contact information, payment instructions, nationality, residency, yourparticipation in affiliate programs for other websites, the location and nature of your marketing
activities, and any other information that we may request from time to time. So long as you are
our Business Intermediary, you will have a continuing obligation to disclose your affiliate
relationships with other websites upon our request.
10.2
By opening an Account with Traders Trust, Traders will be subject to all of our rules,
policies and operating procedures that govern their activity at the Traders Trust Website(s). We
reserve the right to refuse service to any potential Trader and to close the Account of any Trader,at any time, in our sole discretion. All data relating to the Traders that open an Account with
Traders Trust will remain our sole and exclusive property and by entering into this Agreement
you acquire no right to such information, except as expressly stated herein.
11. REGISTRATION
11.1
Traders Trust’s Business Intermediary Program and the online services provided by Traders
Trust are available to, and may only be used by individuals or companies who can form legally15binding contracts under the laws applicable to their country of residence or incorporation.
Without limiting the foregoing, Traders Trust’s Business Intermediary Program and the online
services provided by Traders Trust are not available to persons under the age of 18 or otherwise
under legal age under the laws applicable to their country of residence ("minors"). If you are aminor, you may not enrol in Traders Trust’s Business Intermediary Program or otherwise use anyof the online services provided by Traders Trust. IF YOU DO NOT QUALIFY, PLEASE DO NOT USE
OUR SITE.
11.2
You must be at least 18 years of age or otherwise above legal age in the jurisdiction where
you are residing or located, in order to be eligible to become our Business Intermediary.
11.3
This Agreement will take effect when you receive your Trackers from us and when you
start promoting the Traders Trust Website(s). This Agreement will be continuous until
terminated. Notwithstanding the foregoing, and during a period of seven (7) days following yourreceipt from us of your Trackers, we reserve the right to reject your registration application tojoin the Business Intermediary Program. In the event that we elect to reject your application
subsequent to your receipt of the Trackers, we shall notify you of the same and we shall beentitled to render the Trackers inoperative.
11.4
You may not register or possess more than one Business Intermediary Account or Business
Intermediary Number without our prior written consent.
12. MARKETING AND PROMOTION
12.1
Subject to the terms and conditions of this Agreement and in accordance with the terms
and conditions hereof, you will, at your own cost and expense, market to and refer potential
Traders to the Traders Trust Website(s). You agree that all marketing activities must be
professional, proper and lawful under applicable rules or laws.
12.2
If you have been accepted to participate in Traders Trust’s Business Intermediary Programin accordance with the terms and conditions of this Agreement, you will implement one or more
"Special Link(s)" on Business Intermediary’s Website, in each instance in accordance with theterms and conditions of this Agreement and subject to the reasonable prior approval of Traders
Trust with respect to the form and text of such link(s) (the “Services”).
12.3
Each of the Special Links will connect directly to a landing page on the Traders Trust
Website(s) determined "in the terms agreed by mutual consent of the Parties", according to a
special link format that will be provided to you by Traders Trust, and shall be using exclusively“Banners and Text Links” and/or, as the case may be, following Traders Trust’s prior approval inwriting, certain “Widgets”, located on Traders Trust’s banner farm. The format, look and feel ofthe relevant landing pages on the Traders Trust Website(s) may be modified from time to by
Traders Trust, at Traders Trust’s sole discretion. A “Referral Event” will be initiated when apotential, new Trader clicks on any of the “Banners and Text Links” on Your Website(s) and will
be completed when the referral requirements for the relevant product are satisfied inaccordance with this Agreement.
12.4
You shall not make any changes to any Widget(s), Special Link(s), Banner(s) and/or Text
Link(s), including, without limitation, changes to the content, appearance or functionalityof any Special Link(s), Widget(s), Banner(s) and/or Text Link(s).

16

12.5
You shall ensure that Traders Trust’s Widget(s), Banner(s) and/or Text Link(s) shall beplaced on Your Website(s) in such a manner that they have equal to, or greater prominencethan, any other third party banner and/or text link placed on Your Website(s).
12.6
You are solely responsible for (a) the content of Your Website(s), including allcontent and materials, maintenance and operation thereof, the proper implementation ofTraders Trust’s specifications, and adhere nce to the terms of this Agreement, including
compliance with the various policies set forth on the Traders Trust Website(s), and (b) for themanner of in which you conduct your marketing and/or customer referral activities.
12.7
Traders Trust reserves the right to investigate, at its own discretion, any activity that may
violate this Agreement, including but not limited to any use of a software application to accessthe Traders Trust Website(s) and/or Traders Trust’s Electronic Trading Platform(s) and/or any
engagement in any activity prohibited by this Agreement. Traders Trust is not responsible (a) foranything related to Your Website(s), and (b) for the manner of in which you conduct yourmarketing and/or customer referral activities including without limitation the receipt of queries
from potential, new Traders, users of Online Marketing’s Website(s) or the transmission of data
between Your Website(s) and the Traders Trust Website(s) or Traders Trust.
12.8
You are solely responsible to manage tax implications related to the income you derivefrom your referral activities under and/or pursuant to this Agreement.
13. UNAUTHORIZED (MARKETING) ACTIVITIES
13.1
You represent and warrant that you will not place promotional materials, including, but
not limited to, Widget(s) and/or Banner Ads or Text Links related to Traders Trust on any website,or use any media or medium, which contains materials that do not qualify for Traders Trust’s
Business Intermediary Program, including, but not limited to, sites which conform to any of thefollowing criteria: (a) promote (including links to) sexually explicit materials, violence, or illegal
activities, (b) promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age, (c) manipulate keyword searches on portals and/or search engines thatconflict with Traders Trust’s Search Engine Marketing Protocols, (d) misrepresent themselves asa Traders Trust Website(s) by co-opting the visual "look and feel" of or text from Traders Trust’s
Website(s) or otherwise violate Traders Trust’s Intellectual Property rights, including, without
limitation, "scraping" text or images from Traders Trust’s Website(s) or Traders Trust managed
Banners and/or Text Links, search marketing or all other online and offline campaigns, (e) include"Traders Trust" or variations or misspellings thereof in your domain names, (f) do not clearlymake available an online privacy policy to visitors of Your Website, (g) are "under construction"or have broken URL’s, or (h) are otherwise considered offensive or inappropriate, in Traders
Trust’s sole discretion.
13.2
Furthermore, you shall not, and shall not authorize or encourage any third party to: (a)directly or indirectly generate use of the online services offered by Traders Trust through any
automated, deceptive, fraudulent or other invalid means, including but not limited to throughrepeated manual clicks, the use of robots or other automated gaming tools and/or computer
generated queries, and/or the unauthorized use of other search engine optimization services
and/or software; (b) edit, modify, filter, truncate or change the order of the information
contained in any part of the Traders Trust Website(s), or remove, obscure or minimize any partof the Traders Trust Website(s) in any way without authorization from Traders Trust; (c) frame,17minimize, remove or otherwise inhibit the full and complete display of any Web page accessedby a Trader after clicking on any part of the Traders Trust Website; (d) redirect any Trader awayfrom the Traders Trust Website; (e) provide a version of any Web page of the Traders Trust
Website(s) that is different from the page an end user would access by going directly to theTraders Trust Website; intersperse any content between the Traders Trust Website(s) and theapplicable landing page on the Traders Trust Website; or otherwise provide anything other thana direct link from Your Website(s) to a relevant landing page on the Traders Trust Website(s), asapproved by Traders Trust in accordance with this Agreement; on any Web page or any
Website(s) that contains any pornographic, hate- related, violent, or illegal content; (f) directly
or indirectly access, launch, and/or activate access to the online services offered by Traders Trustthrough or from, or otherwise incorporate access to the online services offered by Traders Trustor referrals in, any software application, Website, or other means other than Your Website(s),and then only to the extent expressly permitted by this Agreement; (g) "crawl", "spider", index
or in any non- transitory manner store or cache information obtained from or pertaining to any
Trader who has been or is identified as solicited by and introduced and/or referred to the Traders
Trust Website(s) via your Tracker(s), or any part, copy, or derivative thereto; (viii) act in any way
that violates any various policies posted on the Traders Trust Website(s), as may be revised fromtime to time, or included in any other agreement between you and Traders Trust (including,
without limitation in this Agreement; (h) disseminate malware; (i) create a new account to enrol
in Traders Trust’s Business Intermediary Program after Traders Trust has terminated thisAgreement with you as a result of your breach of this Agreement; or (xi) engage in any action orpractice that reflects poorly on Traders Trust or otherwise disparages or devalues Traders Trust’s
reputation or goodwill.
13.3
In your marketing activities related to the Traders Trust Website(s) or Traders Trust’s
Business Intermediary Program, you will not target any persons who are less than 18 years ofage, regardless of the age of majority in the location where you are marketing.
13.4
You will not suggest or imply in any way, shape or manner that any Bonus Incentives
offered by us are exclusive to you.
13.5
You will not utilize Prohibited Software or operate sites that offer or promote programs
that use what we deem to be Prohibited Software. you will not use Spam, Unsolicited
Promotions, Adware, Spyware or Prohibited Software in any marketing activities related in any
way, shape or manner to the Traders Trust Website(s) or Traders Trust’s Business Intermediary
Program. Widget(s), Banner Ads and Text Links may not be placed within Spam, Unsolicited
Promotions, unauthorized newsgroup postings, chat rooms or through the use of "bots" or
Prohibited Software.
13.6
In the event that a Person who suffered damages or losses as a result of your marketing
activities seeks compensation from us, all expenses, which we may incur in connection with yourconduct, including but not limited to litigation costs and attorneys’ fees, shall be deducted fromthe Business Intermediary Commissions you have earned.
13.7
You will not earn Business Intermediary Commissions on traffic generated by unlawful or
improper means. In the event that you violate this provision, you will forfeit all Business
Intermediary Commissions that you have earned and we reserve the right to terminate thisAgreement with immediate effect without prior notice being required, and the pursuit of allavailable civil or criminal remedies.
18

13.8
You acknowledge and agree that any attempted participation or violation of any of theforegoing is a material breach of this Agreement and that we may pursue, at our sole discretion,
any and all applicable legal and equitable remedies against you, including an immediatesuspension of your Business Intermediary Account(s) with Traders Trust and/or the immediate
termination of this Agreement, without prior notice being required, and/or the pursuit of allavailable civil or criminal remedies.
14. NO (UNSOLICITED) E-MAILING
14.1
Except as expressly otherwise provided for in this Agreement, and then only if and to theextent provided herein, you are prohibited from sending e-mails to promote Traders Trust, theTraders Trust Website(s), Traders Trust’s Business Intermediary Program and/or the online
services offered by Traders Trust.
14.2
Furthermore, you expressly acknowledge and agree that Traders Trust does notparticipate in, support or indulge mass unsolicited e-mailing (i.e., spamming, desktop scrapes)
to promote Traders Trust, the Traders Trust Website(s), Traders Trust’s Business Intermediary
Program and/or the online services offered by Traders Trust, and you expressly acknowledge
and agree that you are expected to adhere to this policy as well.
14.3
In the event that you have your own "opt-in" e-mail address list (e.g. – composed ofinternet surfers who positively selected the option to receive e-mails from you), Traders Trustmay, in certain circumstances and at its sole discretion, consider approving the sending of suche-mails as per your request.
14.4
SUCH REQUEST WILL BE SUBMITTED IN WRITING TO TRADERS TRUST, ASSOCIATED WITH
ALL RELEVANT INFORMATION NEEDED, AND TRADERS TRUST MAY, AT ITS OWN DISCRETION,RESPOND WITH A WRITTEN APPROVAL OR REFUSAL TO YOU. MORE SPECIFICALLY, HOWEVER,
TRADERS TRUST DOES NOT UNDERTAKE TO APPROVE ANY OF SUCH REQUESTS, AND IN CASE
WE DO APPROVE SUCH E-MAILING, SEPARATE APPROVAL WILL BE NEEDED FOR EACH SINGLE
MAILING BATCH AND YOU WILL HAVE TO COMPLETE AND SIGN TRADERS TRUST’SS STANDARD“PERMISSION BASED E-MAIL MARKETING AND CAMPAIGNING AGREEMENT”.
14.5
You acknowledge and agree that any attempted participation or violation of any of theforegoing is a material breach of this Agreement and that we may pursue any and all applicablelegal and equitable remedies against you, including an immediate suspension of your Business
Intermediary Account(s) with Traders Trust and/or the immediate termination of thisAgreement, without prior notice being required, and the pursuit of all available civil or criminal
remedies.
15. PERSONAL DATA PROTECTION
15.1
You acknowledges the importance Traders Trust places on protecting the privacy of its
Traders and you hereby expressly acknowledge, agree and undertake not to try to access or toaccess any “Personal Data” acquired from or about prospective, new Traders or from existing
Traders, on your own initiative without the express prior and written consent of, or express
instructions in writing from, Traders Trust.
15.2
You hereby expressly acknowledge, agree and undertake and that it shall comply at all
times with all Applicable Laws and Regulations pertaining to “Personal Data” protection, inparticular the Personal Data Protection Legislation.
19

15.3
In particular, in the event that “Personal Data” are collected by you, you shall provide therelevant data subjects with the information required by all Applicable Laws and Regulations
pertaining to “Personal Data” protection, in particular the Personal Data Protection Legislation
and, when necessary, you shall obtain the prior written consent of all “Data Subjects”
concerned.
16. APPROVED MARKETING MATERIALS
16.1
In your efforts to promote or market the Traders Trust Website(s) and the online services
offered by Traders Trust, you will only use the Widget(s), the Banners and/or Text Links and anyother Promotional Material(s) that are located on Traders Trust’s banner farm and that havebeen pre-provided by Traders Trust under and pursuant to this Agreement (collectively the"Marketing Materials").
16.2
During the term of this Agreement, we grant you a terminable, non-exclusive, nontransferable right to use the Marketing Materials for the sole purpose of marketing to andreferring potential Traders to the Website(s).
16.3
Under no circumstance are you allowed to use the Marketing Materials and any otherpromotional materials provided by us in a manner that may potentially confuse or mislead a
Trader or potential Trader.
16.4
Under no circumstances may you issue or circulate a Press Release without our writtenconsent as set forth in Section 25.1 hereinafter or make use of any Promotional Materials
without our written consent as set forth in Section 25.2 hereinafter.
17. COST OF MARKETING MATERIALS
17.1
Generally, we will provide you, without charge, the Marketing Materials that you areallowed to use for the performance of your Services hereunder. As a member of Traders Trust’s
Business Intermediary Program, you can create a unique link to the Traders Trust Website(s) byusing the Marketing Materials located on Traders Trust’s banner farm.
17.2
However, customized Promotional Materials provided to you will be at cost and deductedfrom the Business Intermediary Commissions payable to you.
18. NO MODIFICATION OF MARKETING MATERIALS
18.1
You agree to use the entire code provided to you in connection with the Marketing
Materials. You will not modify or alter the code for Widgets, Banner Ads, or Text Links, orotherwise modify any other Marketing Materials without our prior written consent.
19. NON-ASSIGNMENT OF TRACKERS
19.1
Trackers and Tracking Codes are for your sole use and are not to be assigned to others
without our prior written consent.
20. DISCLAIMERS
20.1
We reserve the right to demand, in our sole discretion, that you post a disclaimer adjacent
to any Marketing Materials which you display anywhere. We further reserve the right todetermine the language of a reasonable disclaimer in our sole discretion.
2021. COMMERCIAL USE ONLY
21.1
The marketing opportunity set forth in this Agreement is for commercial use only and you
may not sign up or make deposits to any Account, directly or indirectly, through your Tracker(s)for your own personal use, to fraudulently increase the Business Intermediary Commissions
payable to you or to otherwise defraud us.
21.2
Unless otherwise agreed upon in writing and beforehand by Traders Trust, you are strictly
forbidden to trade for yourself, either on the Electronic Trading Platform(s) or on any otherplatform operated by Traders Trust, either directly or indirectly through an“Intermediary/Related Party”. For the purposes hereof, the term “Intermediary/Related Party”
shall mean to include any Person bearing a relationship with you, including, without limitation:
a. family members, such as brothers, sisters, spouses, ancestors, lineal descendants
and collateral descendants;
b. any Person that you, directly or indirectly through one or more intermediaries, control orthat, directly or indirectly through one or more intermediaries, is controlled by or is undercommon control with you; for purposes of this definition, the term “control” (including, withcorrelative meaning, the terms “controlled by” and “under common control with”), as usedwith respect to any company or Person in this Agreement, shall mean the possession,
directly or indirectly through one or more intermediaries, of the power to direct or cause
the direction of management policies of such company or Person, whether throughownership of voting securities or otherwise.
21.3
In no event are you to receive any Business Intermediary Commissions on Revenue
generated on your own trading Account.
22. SUB-EARNING SHARING
22.1
You shall not share Your Commission(s) with any other Business Intermediary so that it
unfairly and in bad faith increases the rate at which you or another Business Intermediary is
being paid.
23. GOOD FAITH MARKETING
23.1
You will not knowingly or unknowingly benefit from any known, unknown, suspected orunsuspected Fraud Traffic.
23.2
We reserve the right to withhold or back out from Your Commissions all amounts
generated by Fraud Traffic, regardless of whether you participated in or knew about the Fraud
Traffic.
23.3
In the event that we determine that you have knowingly participated in, or knowingly
benefited from, Fraud Traffic with the intent to defraud us, we may immediate terminate thisAgreement for cause and immediately dismiss you from Traders Trust’s Business Intermediary
Program, with forfeiture of any commissions earned and no refund.
23.4
In the event that you violate any of the provisions set out above and, as a result thereof,
cause damage or loss to Traders Trust, or causes one, or more, of Traders Trust’s (or Traders21Trust’s third-party provider’s) Website(s) or servers to be interrupted from normal service, youwill be held liable for damages and loss of business.
24. PRESS RELEASES – PROMOTIONAL MATERIAL(S)24.1
You may not issue or circulate any Press Release or any document with the characteristics
of a Press Release with respect to Traders Trust, the Traders Trust Website, and the online
services offered by Traders Trust, Traders Trust’s Online Marketing Program or this Agreement,
without our prior written consent.
24.2
Any “Promotional Material(s)” that you may use at any time, including in particular allcontent of Your Website, must be reviewed and approved in writing by the Traders Trust
Compliance Department prior to publication or distribution to prospective or existingcustomers. In particular, all content of Your Website(s) must be reviewed and approved inwriting by the Traders Trust Compliance Department prior to publication on Your Website(s).
You expressly acknowledge and agree that, upon request, Traders Trust may inspect any
research report or other sales literature and/or “Promotional Material(s)” used or to be used byyou. You may use such advertising and/or “Promotional Material(s)” only upon the terms andconditions expressly stated by Traders Trust beforehand and in writing from time to time inaccordance with the terms set out in this Agreement. You may not modify or delete any such
“Promotional Material(s)” it uses without the prior, express and written consent of Traders Trust.
24.3
In the event that Traders Trust gives notice to you requesting that you modify or terminate
an advertising campaign or changes or removes certain content of Your Website, you shall beobligated to terminate immediately such advertising campaign and/or, as the case may be,
promptly change or remove the relevant content from Your Website(s).
24.4
Except for the “Marketing Materials”, you may not create, publish, distribute, or allow any
written material that references Traders Trust in any way without Traders Trust’s prior writtenconsent.
25. NON-COMPETITION
25.1
You shall not market Traders Trust, the Traders Trust Website, Traders Trust’s Business
Intermediary Program and/or the online services offered by Traders Trust to Traders or potential
Traders on any web page on which we promote the Traders Trust Website, or in any othermanner, which results in your competing with us in relation to the promotion of the Traders
Trust, the Traders Trust Website, Traders Trust’s Business Intermediary Program and/or the
online services offered by Traders Trust.
25.2
Unless expressly agreed otherwise in writing by and between US, you shall not competewith Traders Trust and will not act for any company or other entity that provides services or
products or that is engaged in a line of business, which is in competition with, or similar to, theservices or products offered by Traders Trust and/or the line of business in which Traders Trustis engaged and unless expressly agreed upon by Traders Trust beforehand in writing, you shallnot solicit, refer and/or introduce Traders or potential Traders to companies or other entities
that provide services or products or that are engaged in a line of business, which is incompetition with, or similar to, the services or products offered by Traders Trust and/or the lineof business in which Traders Trust is engaged.
22

25.3
You understand that Traders Trust shall at all times be entitled freely and without an ylimitations and/or exclusivity requirements being applicable (directly or indirectly): (a) at its sole
discretion, to enter into all kinds of business arrangements with any third party (other than you),including, without limitation, Online Marketing Affiliation Agreements of a similar kind as thisAgreement and to allow any third party (other than you) to participate in the Business
Intermediary Program and/or the Business Intermediary Network; (b) at its sole discretion, toaccept, solicitations, introductions and/or referrals of suitable, prospective customers from any
third party (other than you); and/or (c) at its sole discretion, to enter into marketing terms withother Business Intermediaries on the same or different terms as those provided to you herein
and that such Business Intermediaries may be similar, and even competitive, to you; You
understand that we may re -direct traffic and users from the Traders Trust Website(s) to any
other web page that we deem appropriate in our sole discretion, without any additional
compensation to you.

26. DOMAIN OWNERSHIP
26.1
Without our express written consent, you may not own or purchase any domain that
includes the words Traders Trust, or any variation thereon, including, but not limited to, you may
not own or purchase any domain that includes the words Traders Trust, Traders-Trust,
TradersTrust, etc…, in any format or form.
27. SEARCH ENGINES
27.1
You may not bid on any keywords or keyword phrases which include the words Traders
Trust and/or Traders- Trust, or any variation thereon, including, but not limited to, Traders Trust,
Traders-Trust, TradersTrust, etc…, in any format or form, in any pay-per-click search engine(“PPC”).
27.2
You may not use derivatives of includes the words Traders Trust and/or Traders-Trust, or
any variation thereon, including, but not limited to, Traders Trust, Traders-Trust, TradersTrust,
etc…, in any format or form, in URLs and directory names for the purpose of search engine
optimization (“SEO”).
28. SITE REDIRECTS
28.1
You may not set up any site redirects from any web page or network of websites so thatthe page goes directly to the Traders Trust Website(s).
29. PAGE OPTIMIZATION
29.1
You may not optimize any page of a website(s) for keyword or keyword phrases that
include the words Traders Trust and/or Traders-Trust, or any variation thereon, including, but
not limited to, Traders Trust, Traders-Trust, TradersTrust, etc…, in any format or form; thisprovision includes but is not limited to Meta Tags, headers and body content.
30. OFF-SITE LINKS
30.1
You may not buy or build off-site text links with anchor text for Traders Trust branded
keyword phrases, including but not limited to the words Traders Trust and/or Traders-Trust, or23any variation thereon, including, but not limited to, Traders Trust, Traders-Trust, TradersTrust,
etc…, in any format or form.
31. OWNERSHIP OF COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, MARKETING
MATERIALS AND PROMOTIONAL MATERIAL(S)31.1
Once you have been accepted by Traders Trust as a member of Traders Trust’s Business
Intermediary Program, you can enrol as a member of Traders Trust Business Intermediary
Program by creating a unique link to the Traders Trust Website(s) using text or one of Traders
Trust’s Banners and/or Text Links located on Traders Trust’s banner farm.
31.2
Except if, and then only to the extent that, any of Traders Trust’s copyrights, trademarks,
service marks, trade names, Marketing Materials, Promotional Materials, Websites, internet
domain names and any associated goodwill, whether presently existing or later developed(collectively “Intellectual Property”) are included in Banners and/or Text Links or otherMarketing Materials and/or Promotional Materials that you obtain through Traders Trust’s
Website(s) or that you otherwise receive from Traders Trust, you have no right to display orotherwise use any of Traders Trust’s Intellectual Property.
31.3
You may access and or use Traders Trust’s Intellectual Property described in the preceding
sentence solely as part of the Special Links, Banners and/or Text Links connecting to Traders
Trust’s Website(s) and then solely to promote Traders Trust, the Traders Trust Website, Traders
Trust’s Business Intermediary Program and/or the online services offered by Traders Trust. Any
display of Traders Trust’s Intellectual Pro perty must be in good taste, and in a manner that
preserves their value as Traders Trust’s Intellectual Property and in accordance with reasonable
standards provided by Traders Trust for such display. You must not use any of Traders Trust’sIntellectual Property in any manner that may imply that you are an agency or branch of Traders
Trust.
31.4
You agree that Traders Trust shall retain full ownership rights in and to its Intellectual
Property and you agree to sign any document as reasonably required to effect the recording orprotection of any such Intellectual Property; You agree not to make use of any Intellectual
Property in any manner whatsoever, without the prior written and express approval of Traders
Trust and that any and all rights that might be acquired by the use of the Intellectual Property
shall inure to the sole benefit of Traders Trust; if you were to obtain any such right, title and/orinterest in or to the Intellectual Property at any time, whether or not this Agreement is in effect,
you shall immediately transfer those rights back to Traders Trust upon Traders Trust’s first
request; You acknowledge and agree that, in the event that permission to make use of any
Intellectual Property is granted by Traders Trust, as between the Parties or under or pursuant tothis Agreement in accordance with the terms and conditions set forth herein, you shall be
extended only a mere permissive right to use such Intellectual Property, as provided in therelevant license agreement and in accordance with the terms and conditions thereof, which
permissive right is not coupled with any ownership interest.
31.5
You further agree not to use or register in any country any Intellectual Property or internet
domain names resembling or confusingly similar to, or consisting in whole or in part of, thoseincluded in the Intellectual Property; whenever your attention is called by Traders Trust to any
such confusion or risk of confusion, you agree to take appropriate steps immediately to remedy
or avoid such confusion or risk of confusion.
24

31.6
You shall give Traders Trust promptly notice of any known or presumed infringements ofany right, title and/or interest in or to the Intellectual Property or any unauthorized use of any
Intellectual Property by others, and you shall render Traders Trust full cooperation for theprotection of the Intellectual Property; Traders Trust shall retain all rights to bring all actions
and proceedings in connection with infringement or unauthorized use of any Intellectual
Property at its sole discretion; if Traders Trust decides to enforce its rights in any Intellectual
Property against an infringer, all costs incurred and recoveries made shall be for the account ofTraders Trust.
31.7
You shall not, directly or indirectly, at any time during the term of this Agreement (asdefined hereafter), and any time thereafter, do or cause to be done any act or thing disputing,attacking, impairing, diluting, or in any way tending to impair or dilute Traders Trust’s right, title
and/or interest in or to any Intellectual Property or the validity of any license granted by it.
31.8
You agree that Traders Trust may use your name and logo in presentations, marketing
materials, customer lists, financial reports, Website listings of customers, Search Results Pages,
and Referral Pages.
32. SOCIAL NETWORKING SITES OR SERVICES
32.1
On any social networking site or service, you may not hold yourself out to be or torepresent Traders Trust or any of Traders Trust’s agents, employees or representatives.
32.2
Additionally, you may not create, establish or otherwise maintain any page on Facebook,
MySpace, Twitter or any other social networking site, blog domain or social networking service,or use a profile name or display n ame which does or could mislead others to believe that you
do or may represent Traders Trust or any of Traders Trust’s agents, employees or representatives.
For example, your Facebook page may not be named Traders Trust and/or Traders-Trust, or any
variation thereon, including, but not limited to, Traders Trust, Traders-Trust, TradersTrust,
etc…, in any format or form.
33. SUB-BUSINESS INTERMEDIARYS
33.1
You may refer other persons to us so that they may also apply to join our Business
Intermediary Network. If any such person successfully joins our Business Intermediary Network,
we will pay your Business Intermediary Commission(s) in respect of the activities of such SubBusiness Intermediary, provided that you properly register them through the "Register SubBusiness Intermediary" function within the Business Intermediary Program area of the Traders
Trust Website(s). You will only receive credit for Sub-Business Intermediaries which comply withall applicable terms of this Agreement. Any person registered as an Business Intermediarycannot subsequently be reclassified as a Sub-Business Intermediary.
33.2
You hereby expressly acknowledge and agree, that you shall not be permitted: (a) toregister yourself or any person controlled by you as your own Sub-Business Intermediary; (b) touse or permit fictitious or alias names for the registration of Sub-Business Intermediaries; (c) tooffer any type of enticement of money or anything of monetary value to potential Sub-Business
Intermediaries unless such enticements are approved in writing by us; (d) to attempt to
introduce any addition or variation to our terms in relation to any potential Sub -Business
Intermediary; (e) to receive sums which are owed to your Sub-Business Intermediary(s); suchsums shall be paid directly to that Sub-Business Intermediary; further, the payment and25

contractual relationship in regard to the Business Intermediary Network shall remain between
the Sub-Business Intermediary and us.
33.3
Our Sub-Business Intermediary system is single-tier, meaning that only those Sub-Business
Intermediaries, which you have directly referred to us, will be counted as your Sub-Business
Intermediaries; You shall not earn any revenue from new Affiliates which are referred to theWebsite(s) by your Sub-Business Intermediaries.
34. REPORTS & PAYMENTS
34.1
In return for the performance of your Services under and/or pursuant to this Agreement,
Traders Trust shall pay you, for each Trader who has been or is identified as solicited by andintroduced and/or referred to the Traders Trust Website(s) via your Tracker(s), the Business
Intermediary Commissions indicated in Appendix A hereto.
34.2
We will track and report the trading activity of Traders who have been or are identified as
solicited by and introduced and/or referred to the Traders Trust Website(s) via your Tracker(s)for purposes of calculating Your Commission(s). The form, content and frequency of thesereports may vary from time to time at our sole discretion. At a minimum, you will receive amonthly report with Your Commission(s) indicating the total amount t of Monthly Revenue
collected from Traders who have been or are identified as solicited by and introduced and/orreferred to the Traders Trust Website(s) via your Tracker(s) during the course of that month per
Tracker. As we deem appropriate, and at our sole discretion, we may distribute reports more
frequently than monthly.
34.3
In order for you to receive Commissions for Traders who have been or are identified as
solicited by and introduced and/or referred to the Traders Trust Website(s) via your Tracker(s),each such Trader’s Account balance must reach a minimum of $100 within sixty (60) calendar
days after their sign-up. Traders may reach that threshold, for example, by depositing money or
making profit(s) on trades carried out in their Account. Any Trader who does not meet thedeposit threshold within the sixty (60) calendar daytime period described above will not be
tracked to your Business Intermediary Account(s) with Traders Trust. You will be paid inaccordance with the amounts and/or percentages set out in Appendix A hereto.
34.4
Your Commission(s) will be paid and sent out to you within thirty (30) calendar days after
the close of each calendar month, except that, if the total amount due to you is less than
USD$500, the balance will be carried over and added to Your Commission(s) for the next month,until the total amount is more than USD$500. In the event that the balance amount carried overin your Business Intermediary Account(s) does not total USD$500 within a consecutive three (3)month period, then the amount due will be voided and cancelled, and we may terminate thisAgreement with immediate effect by giving notice to you in writing.
34.5
In the event of any trading activity that is deemed suspicious by us, in your Business
Intermediary Account(s)or in multiple Business Intermediary Accounts, then we may delay
payment of Your Commission(s) to you for up to one hundred and eighty (180) days to verify therelevant transactions. In the event that we determine the activity to constitute Fraud Traffic, weshall be entitled to terminate this Agreement and to recalculate or withhold Your Commission(s)accordingly and in our sole discretion.
34.6
The Company, at its discretion, reserves the right to nullify all trading bonuses previously
credited to the Traders' eligible trading account(s) and cancel any related transactions, profits,26

or losses if there is any indication or suspicion of arbitrage, abusive or improper trading,attempted fraud, manipulation, cash-back arbitrage linked to a trading bonus, or utilization of
trading techniques demonstrating compounded gains on single or multiple trading pairs(directional trading) or any other form of deceitful or fraudulent activity. This includes, but is not
limited to, detecting trading patterns suggesting that the participant is solely seeking financial
gain from the credit trading bonus without a genuine interest in market trading and/or taking
market risks. Additionally, the Company retains the authority to exclude the Trader from any
ongoing and/or future bonuses and promotions offered by the Company. Additionally, any
rebates, cashbacks, or commissions generated from such suspicious trading behaviors for boththe trader and its introducing partner shall be considered void and null.
In the situations outlined above, the Company holds the exclusive right to:a) Restrict access to all of the Trader's active trading accounts;b) Deactivate all of the Trader's live trading accounts;c) Revoke placed orders;d) Invalidate any accrued profits.
The Company is not responsible for any repercussions resulting from the cancellation, alteration,or suspension of the promotion, including but not limited to the closure of orders due to a stopout.
The Company reserves the right to assess and determine the legitimacy of trading activities
based on these criteria. Should any trader's trading behavior fall under suspicion according tothese outlined factors, the Company holds the authority to nullify any associated profits gained
through such means while permitting the trader to continue trading without utilizing Bonuses.
The Company retains the right to modify, extend, or update this paragraph at any time without
prior notification or consent to ensure the integrity of trading practices and adherence to fairuse policies.
34.7
All payments will be due and payable in United States Dollars only. Payment will becredited to your Account, which you have registered when signing up to the Business
Intermediary Program. At our sole discretion, and as we deem appropriate, we may
accommodate other methods of payment. Any charges incurred for other methods of payment
will be covered by you and deducted from Your Commission(s).
34.8
You understand and agree that potential Traders, in order to be identified as solicited byand introduced and/or referred to the Traders Trust Website(s) via your Tracker(s), must linkthrough a Tracking Code or enter a Referral Code when they sign up in order for you to receive
Business Intermediary Commissions in relation to such potential Traders. In no event are we
liable for your failure to use the right Trackers, for potential Traders' failure to properly enter
Referral Codes, or for system malfunctions that cause Trackers, Referral Codes or hyperlinks to
be deleted, corrupted or unusable.
34.9
Deposit of payment, acceptance of payment transfer or acceptance of other payment by
you will be deemed full and final settlement of Your Commissions due for the month indicated.
Hence, if you disagree with the reports or amount payable, do NOT accept payment for suchamount and immediately send us written notice of your dispute. Dispute notices must be inwriting and be received within thirty (30) calendar days of the end of each month for which
payment is made, or your right to dispute such report or payment will be deemed waived and27

you shall be deemed to have waived any and all rights in relation to such report or such payment
and further to have waived any claims of restitution and/or unjust enrichment.
34.10
Business Intermediary Commissions in relation to new Traders will be dispatched only
following our verification and investigations concerning all new Traders.
34.11
In the event that the Revenue quotient is a negative amount during any given period(s),such a negative amount shall be carried forward and deducted from the Revenue amount of therelevant subsequent period of time. In the event that the Revenue quotient is a negative amountfor three (3) consecutive calendar months, we shall be entitled to terminate this Agreementwith immediate effect by giving notice to you in writing.
34.12
Subject to Sections 35.3, 35.4, 35.5 and 35.7 and 36.10 hereinabove, you will receive yourBusiness Intermediary Commission(s) on the Business Intermediary accruals due and payable toyour Sub-Business Intermediary(s) for Traders whom they refer to the Traders Trust Website,
who register with us and who have been or are identified as solicited by and introduced
and/or referred to the Traders Trust Website(s) via such Sub -Business Intermediary’s
Tracker(s).
34.13
In the event that this Agreement is terminated for any reason, other than for cause,
Traders Trust shall pay you any earned balance of Your Commissions that is due and payable to
you at the time of termination of this Agreement, within approximately sixty (60) days after theend of the calendar month in which the Agreement is terminated by you (following Traders
Trust’s receipt of your written notice, including by email, to terminate the Agreement) or by
Traders Trust. You are solely responsible for providing and maintaining accurate address andother contact information as well as payment information associated with your Account.
34.14
You agree to pay all applicable taxes or charges imposed by any government entity inconnection with your participation in the Business Intermediary Program. Traders Trust may
change its pricing and/or payment structure(s) at any time.
34.15
Payment shall be calculated solely based on records maintained by Traders Trust. No othermeasurements or statistics of any kind shall be accepted by Traders Trust or have any effectunder this Agreement. Furthermore, for the purposes of calculating your Business Intermediary
Commissions in respect of the trades executed by Clients who have been or are identified as
solicited by and introduced and/or referred to the Traders Trust Website(s) via your Tracker(s),the following shall apply: (a) no rebates and/or Business Intermediary Commissions will be paidin respect of a Client Account until the spread profit from all trades executed in such Client
Account exceeds the amount of any deposit bonus applied to such Client Account; accordingly,
any rebates and/or Business Intermediary Commissions payable in respect of such a Client
Account will be minus any deposit bonuses applied to such Client Account; (b) trades must be
closed at least 3 pips above or below the opening price; trades closed at less than 3 pips above
or below the opening price will not be taken into account for the purpose of calculating rebates
and/or Business Intermediary Commissions; (c) trades with duration of five (5) minutes or lesswill not be included in the calculation of rebates and/or Business Intermediary Commissions; forthe purposes hereof, durations is considered the time between opening and closing of a trade;(d) trades that are closed by using the functions “close by” and “multiple close by” will not be
included in the calculation of rebates and/or Business Intermediary Commissions; (e) usinga scalping strategy with Expert advisers is allowed, provided it is not considered “churning”("Churning"); accordingly, neither rebates, nor Business Intermediary Commissions will be paid28

in respect of trades employing the practice commonly known as "churning"; churning is
considered, but not limited to, the practice of executing trades through a client account togenerate commissions or rebates; trading for the sole purpose of generating commissions orrebates using a strategy like this will not earn any Business Intermediary Commissions and/or
rebates; (f) no rebates and/or Business Intermediary Commissions will be paid in respect oftrades carried out in a Client Account in respect of which chargebacks and refunds have beeneffectuated; and (g) no rebates and/or Business Intermediary Commissions will be paid inrespect of trades in a Client Account, which we determine, at our sole discretion, to be thesubject of “Fraud Traffic”; any and all fraud detection, prevention and remediation costs and all
losses and damages incurred in relation to such a Client Account will be deducted from therebates and/or Business Intermediary Commissions otherwise payable to you.
34.16
The payments made under this Agreement are for use by you only and may not betransferred or in any manner passed on to any third party, unless expressly authorized
beforehand in writing by Traders Trust (including by electronic mail).
34.17
From time-to-time Traders Trust may be holding funds, payments and other amounts due
to you in connection with the Business Intermediary Program. You acknowledge and agree that
Traders Trust may, without further notice to you, contribute to a charitable organization selectedby Traders Trust all funds, payments and other amounts related to the Business Intermediary
Program that are held by Traders Trust and that are due to you (if any), but which Traders Trustis unable to pay or deliver to you because your Business Intermediary Account(s) is Inactive (asdefined below). “Inactive” shall mean that, based on Traders Trust’s records: (a) for a period oftwo (2) years or more you have not logged into your Business Intermediary Account(s) or not
paid your invoices or accepted funds, payments or other amounts that Traders Trust has
attempted to pay or deliver to you, and (b) Traders Trust has been unable to reach you, or has
not received adequate payment instructions from you, after contacting you at the address
shown in Traders Trust’s records.
35. TERM AND TERMINATION
35.1
This Agreement shall commence with effect from the Effective Date and shall continue fora period of one (1) calendar year after the Effective Date (the “Expiration Date”). Thereafter, it
shall be renewed automatically for successive one-year periods upon the expiry of the first one
year period and, as the case may be, each successive one year period, unless it is terminated byeither Party, with or without cause, by giving prior notice in writing no later than one monthprior to the Expiration Date or, as the case may be, prior to any successive Expiration Datethereafter.
35.2
Either Party may terminate this Agreement forthwith for cause, at any time, by giving
written notice to the other Party (the “Party in Default") if: (a) the Party in Default goes into
administration or liquidation or becomes insolvent or is wound up or resolves to do so or apetition seeking an administration or winding-up order is issued in relation to the Party in
Default (or an analogous event occurs under the law of any jurisdiction) and/or if any step istaken by any person for the dissolution of the Party in Default, or for the appointment of areceiver, administrator or judicial manager or other similar officer over any part of any Party’s
undertaking, business or assets unless that Party demonstrates, to the reasonable satisfactionof the Party seeking to terminate, that it will be able to defend the proceeding successfully; or29

(b) if the Party in Default is unable to pay its debts as they fall due, or takes any step with a viewto rescheduling or deferral of any material part of its indebtedness, or proposes or makes anarrangement or composition with or for the benefit of its creditors; or (c) if the Party in Default
either commits any breach of this Agreement which is irremediable or, if remediable, is not
remedied within ten (10) calendar days after written notice is given to the Party in Default by
the other requiring such remedy; or (d) if the Party in Default ceases doing business as a going
concern.
35.3
Furthermore, Traders Trust may terminate this Agreement forthwith for cause, upon
written notice to you, if: (a) it becomes unlawful for Traders Trust and/or you to perform orcomply with any one or more of your obligations under this Agreement; or (b) in the event thatthe total cumulative balance of all Your Commissions due to you is less than USD$500 for three(3) consecutive months; (c) in the event that the total number of new Traders introduced by you
to Traders Trust in a sixty (60) calendar day period is less than one; or (d) in the event that you
are in breach of this Agreement and, in particular, without limiting the generality of theforegoing, if Traders Trust, in its sole, but reasonable discretion, determines that: (i) you engaged
in unauthorized marketing activities in violation of Section 14 hereinabove; (ii) you issued a Press
Release in violation of Sections 17.4 and/or 25.1 hereinabove; (iii) you made use of Promotional
Materials and/or Marketing Materials in violation of Sections 17, 19 and/or 25.2 hereinabove;(iv ) you knowingly benefited from or participated in Fraud Traffic as set forth in Section 24.1
hereinabove; (v) you have used Spam, Adware, or Spyware or you have engaged in an
unauthorized marketing technique as set forth in Section 14.5 hereinabove; (vi) you haveaccessed or attempted to access Traders Trust’s Website(s) and/or Electronic Trading Platform(s)(or any part thereof), other than in accordance with the terms of this Agreement or has allowed
or allows a third-party to access Traders Trust’s Website(s) and/or Electronic Trading Platform(s)(or any part thereof), other than in accordance with the terms of this Agreement; (vii) in theevent that you have distributed or otherwise provided, or you distribute or otherwise provide,
Pricing Data to a third-party in contravention of this Agreement; (vii) you cease, in Traders Trust’s
reasonable opinion, to be fit and proper to introduce provide the Services to Traders Trust, if
you no longer hold the necessary authorization, license or consent to enable you to perform
your obligations under this Agreement or if you are prevented for any reason from carrying out
your activities and/or obligations hereunder; and (viii) in the event of any change in applicablelaw or government regulations or court order or threatened court order or proceedings or threatof proceedings that materially impairs the ability of Traders Trust or of any Affiliate of Traders
Trust to provide the Traders Trust Website, Traders Trust’s Business Intermediary Program, theonline services offered by Traders Trust, the licenses or access described in this Agreement.
36. EFFECTS OF TERMINATION
36.1
The following will apply upon the effective date of termination: (a) you will cease all
promotional activity related to us and all rights and licenses given to you under this Agreement
will terminate immediately, except as expressly stated herein; (b) you shall render permanently
inoperative any URL’s, which were used or maintained by you, where such URL’s contain any
combination of the words Traders Trust and/or Traders-Trust, or any variation thereon, including,but not limited to, Traders Trust, Traders-Trust, TradersTrust, etc…, in any format or form; (c) you
will return all Confidential Information related to Traders Trust and cease use of any of Traders30Trust’s Intellectual Property, Marketing materials and/or Promotional Materials, Banner Ads,
Text Links and other materials related to Traders Trust, the Traders Trust Website, Traders Trust’s
Business Intermediary Program and/or the online services offered by Traders Trust.
36.2
Traders Trust may, at its sole discretion, leave open, redirect or deactivate any Trackers,
without any obligation to pay you in respect of new Traders who come in or would have comein on those Trackers.
36.3
Subject and without prejudice to the provisions of the next following paragraph, in theevent that this Agreement is terminated for any reason, other than for cause, Traders Trust shall
pay you any earned balance of your Commissions that is due and payable to you at the time oftermination of this Agreement, within approximately sixty (60) days after the end of the calendar
month in which the Agreement is terminated by you (following Traders Trust’s receipt of yourwritten notice, including by email, to terminate the Agreement) or by Traders Trust. You aresolely responsible for providing and maintaining accurate address and other contact information
as well as payment information associated with your Business Intermediary Account(s) with
Traders Trust.
36.4
In the event that your Business Intermediary Account(s) is closed for any reason, Traders
Trust reserves the right to extend the closure to all your activity related to Traders Trust, theTraders Trust Website, Traders Trust’s Business Intermediary Program and/or the online services
offered by Traders Trust, including, but not limited to, withholding Your Commissions without
prior notice. If any such closure occurs, Traders Trust reserves the right to dispose of any
remaining funds in your Business Intermediary Account(s) in Traders Trust’s sole discretion. If
Traders Trust suspect’s Fraud Traffic, Traders Trust may withhold payment of Your Commissions
for up to one hundred eighty (180) calendar days, from the original due date, to ensure that thepayment is correct, and that any fraud has been reversed out.
36.5
In the event that Traders Trust determines, in Traders Trust’s reasonable discretion,that you knowingly benefited from or participated in Fraud Traffic, as set forth in Section 24.1
hereinabove, you will forfeit all Business Intermediary Commissions that you have earned andTraders Trust reserves the right to terminate this Agreement, as set forth in Section 37.3 herein.
Furthermore, in the even that as, as a result thereof, you cause or have caused damage or loss
to Traders Trust’s servers, or causes one, or more, of Traders Trust’s (or Traders Trust’s thirdparty platforms) Website(s) or servers to be interrupted from normal service, you will be held
liable for damages and loss of business.
37. NO WARRANTIES
37.1
WE DO NOT WARRANT THAT OUR SYSTEM(S), NETWORK(S), SOFTWARE OR HARDWARE(OR ANY SYSTEM(S), NETWORK(S), SOFTWARE OR HARDWARE PROVIDED TO US BY THIRDPARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE OR SUITABILITY OF OUR SYSTEM(S), NETWORK(S), SOFTWARE OR HARDWARE (ORANY SYSTEM(S), NETWORK(S), SOFTWARE OR HARDWARE PROVIDED TO US BY THIRD PARTIES).
WE (AND OUR PROVIDERS AND/OR UNDERLYING VENDORS) ARE NOT REQUIRED TO MAINTAINREDUNDANT SYSTEM(S), NETWORK(S), AND SOFTWARE OR HARDWARE.

31

38. BILLING AND COLLECTION LIMITATIONS
38.1
We may, in our sole discretion, with or without prior notice to you, use any available
means to block or restrict certain Traders, sign ups, deposits or trading patterns so as to comply
with applicable laws or regulations, or to reduce the number of fraudulent, unprofitabletransactions or for any reason whatsoever, including but not limited to daily or monthly
purchase limits, address verification or negative and positive credit card databases.
38.2
We do not guarantee or warrant the success of such fraud prevention efforts.
39. RELEASE
39.1
The Parties hereto will be released from all obligations and liabilities to each otheroccurring or arising after the date of termination of this Agreement, except with respect to thoseobligations that by their nature are designed to survive termination, as set forth in thisAgreement.
39.2
Termination will not relieve you of any liability arising from any breach of this Agreement
which occurred prior to the termination of this Agreement for whatever reason.
40. LIABILITY LIMITATIONS
40.1
Our obligations under this Agreement do not constitute personal obligations of thedirectors, officers, shareholders, partners, members employees, agents, service providers
and/or legal representatives of Traders Trust, Traders Trust’s Affiliates and/or any of them.
40.2
ANY LIABILITY ARISING UNDER THIS AGREEMENT WILL BE SATISFIED SOLELY FROM THE
REVENUES GENERATED HEREUNDER. IN NO EVENT SHALL EITHER PARTY'S LIABILITYHEREUNDER EXCEED THE TOTAL AMOUNT OF REVENUES GENERATED HEREUNDER IN THE SIXMONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL
OF THEIR ESSENTIAL PURPOSE.
40.3
TRADERS TRUST’S LIABILITY HEREUNDER IS LIMITED TO DIRECT DAMAGES, AND IN NO
EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE LOSS, INJURY OR DAMAGE OF ANY KIND (REGARDLESS OF WHETHER ANY NSUCHDAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS).
41. INDEMNIFICATION
41.1
You will defend, indemnify and hold Traders Trust and all of the directors, officers,
shareholders, partners, members employees, agents, service providers and/or legal
representatives of Traders Trust, Traders Trust’s Affiliates and/or any of them, harmless from andagainst any and all liabilities, losses, damages and costs, including reasonable attorneys’ fees,
arising from or connected to your breach of this Agreement or the performance of yourduties under this Agreement.

42. INDEPENDENT INVESTIGATION
42.1
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITSTERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF
32

MARKETING THE WEBSITE(S) AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEEOR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
42.2
YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCAL JURISDICTION WHICH
APPLY TO YOUR ACTIVITIES HEREUNDER AND YOU REPRESENT AND WARRANT THAT YOU MAY
PARTICIPATE IN TRADERS TRUST’S ONLINE AFFILIATION PROGRAM WITHOUT VIOLATING ANYAPPLICABLE RULES OR LAWS.
43. ASSIGNMENT
43.1
The terms, conditions and obligations of this Agreement shall inure to the benefit of andbe binding upon the Parties and their respective, Affiliates, successors and assigns.
43.2
Traders Trust shall be entitled to assign its rights and benefits under this Agreement,
without any prior consent being required, to any Affiliate or subsidiary belonging to the Traders
Trust group of companies.
43.3
You may not without Traders Trust’s prior written consent transfer this Agreement or any
interest or obligation in or under this Agreement and any purported transfer without suchconsent shall be null and void.
43.4
Following such consent to the transfer of any interest or obligation under this Agreement,
you shall remain responsible for the performance of all of the transferee’s obligations under thisAgreement.
44. NOTICES
44.1
You must ensure that at all times Traders Trust is able to communicate with you bytelephone, fax or email.
44.2
Except as specified otherwise in this Agreement, all notices, declarations, demands,
requests, and other communications required under, or otherwise referred to in, this Agreement
shall be in writing and shall be sufficient for all purposes if personally delivered or if sent by
prepaid "overnight delivery" via DHL/FEDEX/UPS or any other internationally recognized air
courier or if sent by facsimile with a confirmation copy sent by air mail, or if sent by e-mail, andin any case addressed to the respective Parties at their address set forth above or at such otheraddress as such Party may hereafter designate by notice to each of the other Parties as herein
provided.
44.3
If personally delivered in the form specified herein, notices, declarations, demands,
requests, and other communications under this Agreement shall be deemed to have been given
and received and shall be effective when personally delivered.
44.4
If sent by e-mail in the form herein specified, notices, declarations, demands,
requests, and other communications under this Agreement shall be deemed to have been
given and received and shall be effective when received in fully legible form by the Party towhich the notice is addressed, which shall be deemed to occur upon completion of the e-mailtransmission unless: (a) such transmission is made on a day which is not a day (except any
Saturday or Sunday) on which banks in Cyprus are open for business (a “ Business Day”) or on a
Business Day but outside regular business hours, in which case the notice shall be deemed
received at 9:00 A.M. on the next succeeding Business Day; or (b) the Party to which the notice
is addressed then notifies the other Party by return mail, telex or facsimile that the copy received
is illegible in whole or in part.
33

44.5
If sent by prepaid "overnight delivery" via DHL/FEDEX/UPS or any other internationallyrecognized air courier in the form specified therein, notices, declarations, demands, requests,
and other communications under this Agreement shall be deemed to have been given andreceived and shall be effective four (4) ca lendar days after deposit with such air courier or when
actually received, whichever first occurs.
44.6
If sent by facsimile in the form herein specified, notices, declarations, demands, requests,
and other communications under this Agreement shall be deemed to have been given andreceived and shall be effective when received in fully legible form by the Party to which thenotice is addressed, which shall be deemed to occur upon completion of the transmission
unless: (a) such transmission is made on a day which is not a Business Day or on a Business Day
but outside regular business hours, in which case the notice shall be deemed received at 9:00
A.M. on the next succeeding Business Day; or (b) the Party to which the notice is addressed thennotifies the other Party by return telex or facsimile that the copy received is illegible in whole orin part.
44.7
Such notice or other communication will be deemed effective if in writing and deliveredin person or by courier, on the date it is delivered or if sent by facsimile transmission, on thedate that transmission is received by the recipient, or if sent by registered mail or the equivalent,on the date that mail is delivered or if sent by email on the date that email is delivered, unlessthe date of delivery (or attempted delivery) or the date of receipt, as applicable, is not a Business
Day or the communication is delivered (or attempted to be delivered) or received, as applicable,
after the close of business on a Business Day, in which case that communication shall be deemed
given and effective on the first following day that is a Business Day.
44.8
The Parties Agree that the delivery of any summons and complaint, and other process,which may be served in any suit, action or other proceeding, may be made by mailing via
certified or registered mail or by hand- delivering such summons, complaint or other process tothe other Party at the address of such Party specified hereinabove.
44.9
Rejection or other refusal to accept, or the inability to deliver of a notice, summons,complaint or other process referred to hereinabove, because of changed address of which noproper notice was given, shall not affect the effectiveness or the date of delivery for any noticesent in accordance with the foregoing provisions. Each such notice, request or othercommunication shall be deemed as sufficiently given, served, sent and received for all purposes,
at such time that it is delivered to the address (with return receipt, the delivery receipt, theaffidavit of the messenger or the answer back being deemed conclusive (but not exclusive)
evidence of such delivery) or at such time as delivery is refused by addressee upon presentation.
45. GOVERNING LAW AND JURISDICTION
45.1
This Agreement shall be governed by and construed in accordance with Bermuda Law and,subject to the dispute resolution provisions set forth hereinafter, you irrevocably agree for our
exclusive benefit that the courts of Bermuda are to have jurisdiction to settle any disputes which
may arise out of or in connection with this Agreement and that accordingly any proceedings
may be brought in such courts.
45.2
Nothing contained in this Section shall, however, limit Traders Trust’s right to takeproceedings against you or any Trader in any other court of competent jurisdiction, nor shall thetaking of proceedings in one or more jurisdictions preclude the taking of proceedings in any
34other jurisdiction, whether concurrently or not, to the extent permitted by the law of such otherjurisdiction.
46. DISPUTE RESOLUTION
46.1
In the event of any dispute arising out of or in relation to this Agreement, the Parties mustfirst use their respective best endeavours to consult and negotiate with each other, in good faithand, recognizing their mutual interests, attempt to reach a just and equitable settlement of the
dispute satisfactory to both Parties.
46.2
To such end the Parties must within seven (7) working days of a dispute arising convene ameeting between persons nominated by each Party (the “Appointed Persons”) and otherrelevant members of management to attempt to resolve the dispute.
46.3
If the Appointed Persons agree upon a resolution or disposition of the dispute, they will
sign a statement setting out the terms of the resolution or disposition and the Parties will ensurethat the resolution or disposition is fully and promptly carried out.
46.4
If the Appointed Persons do not reach such a settlement within a further period offourteen (14) working days (the “Final Negotiation Date”), the dispute will be managed inaccordance with provisions set forth hereinafter.
46.5
In the event of any dispute arising out of or in relation to this Agreement, if the dispute is
not resolved and/or be settled prior to the Final Negotiation Date, it shall upon the initiation ofeither Party be referred t o binding arbitration to be conducted in accordance with Arbitration
Rules of the International Chamber of Commerce (“Arbitration Rules”).
46.6
Each Party will have the right to appoint an arbitrator and the two arbitrators appointed
by the Parties will appoint a third arbitrator in accordance with the Arbitration Rules; no person
shall be appointed as an arbitrator hereunder unless such person is unrelated to either Party, isfluent in the English language and has experience in ‘OTC Finance’ matters.
46.7
The arbitration procedures, both written and oral, will, be conducted in English with theplace of arbitration being either in Bermuda and/or in Limassol, Cyprus.
46.8
The arbitral reward shall be final and binding upon the Parties to this Agreement and theParties to the arbitration agree to carry out such award without delay; any arbitral award madehereunder may be entered into a court of competent jurisdiction for execution thereof; the cost,fees and expenses of counsel to each Party, shall be subject to equitable allocation by thearbitrators.
46.9
If there is a conflict between the Arbitration Rules and the provisions of this Agreement,
the provisions of this Agreement shall prevail.
47. INTERIM RELIEF - INJUNCTIVE RELIEF
47.1
Nothing in this Section shall prevent either Party from applying to court for interim or
injunctive relief.
47.2
Each party acknowledges that a breach of the provisions of this Agreement may cause
the other Party irreparable injury and damage and, therefore, any such breach may be enjoined
through injunctive proceedings, in addition to any other rights and remedies that may beavailable to either Party as per applicable law or in equity.

35

48. CONTROLLING LANGUAGE
48.1
This Agreement and all other agreements and/or documents executed on the basis of thisAgreement shall be written and interpreted in English.
48.2
In the event that this Agreement has been translated into a language other than English,
it is the English version that will be prevailing and controlling in the event of any discrepancy.
49. FORCE MAJEURE
49.1
Traders Trust shall not be in breach of this Agreement and shall not be liable or have
responsibility of any kind for any loss or damage incurred by you as a result of any total or partial
failure, interruption or delay in the performance of this Agreement occasioned by any act ofGod, fire, war, civil commotion, labour dispute, act of government, state, governmental or
supranational body or authority, or any investment exchange and/or clearing house, inability
to communicate with market makers for whatever reason, failure of any computer dealing
system, any other breakdown or failure of transmission in communication facilities of whatevernature, between Traders Trust and you or any other third-party whatsoever, or any other reason(whether or not similar in kind to any of the above) beyond Traders Trust’s reasonable control(a “Force Majeure Event”).
49.2
You acknowledge and agree that Traders Trust may in its reasonable opinion, determinethat a Force Majeure Event exists or is about to occur; as the case may be, Traders Trust will
inform you as soon as reasonably practicable if it so determines.
49.3
If Traders Trust determines that a Force Majeure Event exists or is about to occur then it
may (without prejudice to any other rights under this Agreement and at its sole discretion) takesuch action as it deems necessary or appropriate in the circumstances, having regard to you andyour customers, and neither Traders Trust, nor any of its directors, officers, employees, agentsor advisers will be liable for any failure, hindrance or delay in performing its obligations
under this Agreement or for taking or omitting to take any action pursuant to this subparagraph.
50. NO WAIVER
50.1
No failure on the part of any Party to exercise, and no delay on its part in exercising, any
right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single orpartial exercise of any right or remedy preclude any other or further exercise thereof or the
exercise of any other right or remedy.
50.2
The failure of a Party at any time to require performance of any provision of thisAgreement shall not in any way affect the validity of this Agreement or any part thereof, nor theright of that Party to require performance of that provision or any other provision of thisAgreement in the future.
50.3
All waivers by Traders Trust must be in writing.
51. CUMULATIVE REMEDIES
51.1
All remedies available to either Party for breach of this Agreement are cumulative andmay be exercised concurrently or separately, and the exercise of any one remedy shall not be
deemed an election of such remedy to the exclusion of other remedies.

3652. EXCLUSION OF THIRD-PARTY RIGHTS
52.1
This Agreement is being entered into solely for the benefit of the Parties hereto and theirsuccessors and permitted assigns and intended and/or designated Affiliates.
52.2
It may not be relied upon by any other person as the basis for any claim or dispute against
one or both Parties, or as evidence of the rights or obligations of one or both Parties hereto withrespect to such other person.
52.3
To the extent that any term or provision of this Agreement grants rights to orcontemplates, permits, or requires performance of and/or by any Affiliate of a Party, such
Affiliate shall be considered to be an intended third party beneficiary of this Agreement andsuch Party shall cause such Affiliate to perform each and every of such obligations of such Party
under this Agreement in accordance with the terms and conditions hereof.
53. INDEPENDENT PARTIES/NO PARTNERSHIP OR JOINT VENTURE
53.1
Neither this Agreement nor the performance of any services by either Party hereunder
will be construed to create a joint venture or partnership between the Parties. For all purposesof this Agreement and notwithstanding any provision of this Agreement to the contrary, youare an independent third-party and is not a partner, joint venture partner, or representative
agent of Traders Trust.
53.2
You will not bind nor attempt to bind Traders Trust any agreement or contract.
53.3
As an independent third-party, you are solely responsible for all taxes, withholdings, andother statutory or contractual obligations of any sort.
54. COUNTERPARTS
54.1
This Agreement may be executed in any number of counterparts, each of which when
executed and delivered is an original, but all of the counterparts together constitute the same
document. All counterparts shall collectively constitute a single agreement and it shall not benecessary in any proof of this Agreement to produce or account for more than one counterpart.
55. SURVIVAL
55.1
The provisions of Sections 2, 4, 7, 9, 10, 13, 14, 15, 16, 17, 20, 21, 25, 26, 28, 29, 30, 32,
33, 34, 37, 38, 40, 42, 43 and 45 through 58 of this Agreement shall survive the expiration of theterm and/or the termination of this Agreement for any reason.

37

APPENDIX A
1. AMOUNTS PAYABEL IN RESPECT OF TRADERS WHO HAVE BEEN OR ARE IDENTIFIED AS SOLICITED
BY AND INTRODUCED AND/OR REFERRED TO THE TRADERS TRUST WEBSITE(S) BY BUSINESSINTERMEDIARY OR VIA BUSINESS INTERMEDIARY’S TRACKER(S).
1.1 Subject to the provisions of Section 35 hereinabove, Traders Trust shall pay Business Intermediaryin the context of the Business Intermediary relationship that is the subject of the present Terms
and Conditions, for each Trader who has been or is identified as solicited by and introduced and/orreferred to the Traders Trust Website(s) by Business Intermediary or via Business Intermediary’s
Tracker(s), the following Business Intermediary Commissions:
8 USD per Standard Lot Round Turn that is traded in currencies and/or precious metals by each
Trader who has been or is identified as solicited by and introduced and/or referred to the Traders
Trust Website(s) by Business Intermediary or via Business Intermediary’s Tracker(s) in such
Trader’s Account with TTCM.
1.2 For the purposes hereof, one “Standard Lot” shall be comprised of 100,000 (one hundred
thousand) units of base currency.
1.3 Business Intermediary agrees that the methods used to determine the total amount of theBusiness Intermediary Commissions paid by Traders Trust to, and invoiced to Traders Trust by,
Business Intermediary, and for the purposes of determining the Business Intermediary
Commissions that are due and payable to Business Intermediary in accordance with the provisions
set out above, shall be at the sole and exclusive discretion of Traders Trust.
1.4 Traders Trust shall be entitled to amend, vary, alter, replace or cancel the method by which theBusiness Intermediary Commissions are determined by providing Business Intermediary withthirty (30) calendar days prior notice in writing.
1.5 The total Business Intermediary Commission amount, which is owed to Business Intermediaryhereunder, as determined on a monthly or quarterly basis in accordance with the above provisionsof this APPENDIX A, shall be payable at the end of each reference period indicated above, within
fifteen (15) calendar day following the last day of each relevant reference period following, andstarting from, the date on which a Trader has opened an Account with Traders Trust and has madean investment in his/her/its Account with Traders Trust, into Business Intermediary's bankaccount.
1.6 Traders Trust shall be obligated to pay the Business Intermediary Commission to Business
Intermediary for a specific Trader if, and only if, the following conditions are satisfied:a) the Trader is not a current Agent, Business Intermediary or White Label of Traders Trust,with whom Traders Trust itself has, prior to the date of the referral, been in contact and/or
towards whom Traders Trust itself has initiated any business development efforts; and38b) following the referral, Traders Trust has entered into an Agent-, Business Intermediary-, orWhite Label – Agreement with the Trader, pursuant to which the Trader will be working
with Traders Trust as an Agent, Business Intermediary or White Label of Traders Trust.
1.7 Business Intermediary’ entitlement to retain any Business Intermediary Commissions paid
hereunder with respect to any Trader who has entered into an Agent-, Business Intermediary-, orWhite Label – Agreement with Traders Trust (hereinafter a “Referred Client”) is conditioned uponsuch Referred Client’s continued and uninterrupted performance of the Agent-, Business
Intermediary-, or White Label – Agreement entered into with Traders Trust for a period of not lessthan ninety (90) calendar days (the “Minimum Contract Period”) following the date of entry ofsuch agreement. Where Business Intermediary must refund to Traders Trust commissions paid
hereunder due to discontinuance of a Referred Client’s performance of any such Agent-, Business
Intermediary-, or White Label – Agreement entered into with Traders Trust during the MinimumContract Period, and Traders Trust owes Business Intermediary Commissions on other referrals
made under and/or pursuant to this Agreement, Traders Trust may set off such amounts against
any such Business Intermediary Commissions, calculated on a monthly or quarterly basis asindicated above in this APPENDIX A, until the amount due to Traders Trust from Business
Intermediary is fully paid. Alternatively, Traders Trust may send notice to Business Intermediary of
the amount due, and Business Intermediary shall remit payment to Traders Trust within fifteen(15) calendar days after receipt of such notice.
1.8 In the event that a Referred Client (and/or Trader) is being referred, or has been referred, toTraders Trust by more than one of Traders Trust’s authorized referral sources, Traders Trust will
pay Business Intermediary Commission only to Business Intermediary(s) who provided the mostproximate, or recent, referral relative to the date the Referred Client as an Agent-, Business
Intermediary-, or White Label – agreement with Traders Trust.
1.9 Unless expressly otherwise agreed upon by Traders Trust beforehand and in writing, Traders Trust
will not be obliged to pay the Business Intermediary Commission to Business Intermediary if
Business Intermediary uses mass mailings and other forms of mass solicitations for the
recruitment of Traders, without the express, prior and written authorization of Traders Trust.
1.10
In the event that this Agreement is terminated by Traders Trust for cause, Traders Trust
will not be obliged to pay any Business Intermediary Commissions (nor any other fees and/or
commissions) to Business Intermediary and will be reimbursed for any damages that have arisen
as a result of the circumstances that have given rise to such termination for cause.
1.11
In the event that this Agreement expires or is terminated by Traders Trust other than forcause, Traders Trust will pay Business Intermediary any Business Intermediary Commissions thatare due and owing to Business Intermediary under and/or pursuant to this Agreement, accruing
up to and including the last day of the third (3rd) month following the date of termination (the“Business Intermediary Commissions Accrual Date”). In these circumstances, Traders Trust will
have no obligation, however, to pay commissions to Business Intermediary accrued after theBusiness Intermediary Commissions Accrual Date, even if such Business Intermediary39

Commissions have accrued in respect of Traders and/or Referred Clients whom were referred to
Traders Trust prior to such termination.
1.12
In the event that this Agreement is terminated by Business Intermediary for any reason
whatsoever, Traders Trust will not be obliged to pay Business Intermediary any Business
Intermediary Commissions, other than any such Business Intermediary Commissions that are
due and owing to Business Intermediary under and/or pursuant to this Agreement, accruing
up to and including the effective date of such termination (“Business Intermediary’s Effective
Agreement Termination Date”). In these circumstances, Traders Trust will have no obligation,
however, to pay commissions to Business Intermediary accrued after Business Intermediary’s
Effective Agreement Termination Date, even if such Business Intermediary Commissions haveaccrued in respect of Traders and/or Referred Clients whom were referred to Traders Trust prior
to Business Intermediary’s Effective Agreement Termination Date.
1.13
Upon receipt of the Commissions, Business Intermediary shall provide Traders Trust witha receipt.
2. AMOUNTS PAYABLE IN RESPECT OF SUB-BUSINESS INTERMEDIARIES WHO HAVE BEEN OR ARE
IDENTIFIED AS SOLICITED BY AND INTRODUCED AND/OR REFERRED TO TRADERS TRUST BY
BUSINESS INTERMEDIARY.
2.1 Subject to the provisions of Sections 34 and 35 hereinabove, The amounts payable to Business
Intermediary with respect to the volume of trades in currencies and/or precious metals by Traders
who have been or are identified as having been solicited by and introduced and/or referred to theTraders Trust Website(s) by Sub-Business Intermediaries that have, in turn, been directly referredto Traders Trust by Business Intermediary, shall be determined by mutual consent of the Parties
at the time that the referral of the Sub-Business Intermediary in question is recorded by Traders
Trust in accordance with the terms hereof.

40