1. GENERAL PROVISIONS
This agreement is concluded between the operator of the online trading system for derivative financial instruments on the website www.binomo.com, by Tiburon Corporation Limited, registered at Suite 1, Second Floor, Sound & Vision House, Francis Rachel St., Victoria, Mahe, Seychelles, registration number 187026, (hereinafter referred to as the "Trading Platform"), on the one hand, and users interested in promoting the trading platform www.binomo.com (hereinafter referred to as the "Affiliate"), on the other hand.
By checking the box "I have read and agreed to all the terms of the Affiliate Agreement" when registering an affiliate account, the Affiliate expresses understanding and agreement to all the following terms of this Agreement.
For the purposes of this Agreement, the terms used have the following meanings:
Active Affiliate - a Partner who has attracted at least 3 (three) Partner Clients in the last 1 (one) month, or at least 5 (five) Referrals in the last 6 (six) months to the Affiliate Program.
Affiliate Balance - the Affiliate’s account where the Affiliate’s payouts are credited.
Brand Query - any word and/or phrase with the word "Binomo," "Binomo binary options."
Affiliate Program - a business cooperation plan between the Trading Platform and Affiliates on the website www.binpartner.com that includes the terms and tools for promoting the trading platform www.binomo.com.
Client ID - a client’s identifier, such as an Affiliate Link or other identifier established by the Trading Platform to confirm the relationship between the user and the Affiliate.
Client - a user who has successfully registered an account on www.binomo.com with the intent to conclude financial transactions. For the purposes of this agreement, a user whose registration has not been completed or approved, or has been canceled for any reason or at any time by the Trading Platform, is not considered a Client.
Affiliate Client - a Client that was redirected by an Affiliate to the Trading Platform website.
Affiliate Account - the Affiliate’s account on the website www.binpartner.com with an assigned ID number and access to their personal account.
Affiliate Payouts - the Affiliate’s remuneration credited and paid by the Trading Platform according to the tariff chosen by the Affiliate.
Affiliate Link - a uniform resource locator (URL) which contains a unique affiliate label the Trading Platform uses to record Affiliate statistics.
IP Objects - the following intellectual property objects, the rights to which belong to the Trading Platform:
• the Binomo registered combined trademark (certificate of state registration No. 5884175);
Revenue Share - the Trading Platform’s revenue from the total trading activity of all the Affiliate Clients.
Advertising Materials - banners, landing pages, logos, video reviews, and other promotional materials created and provided to the Affiliate to refer users to the Trading Platform.
Referrals - users who are Affiliates referred by the Affiliate to promote the Affiliate Program.
Referral Payouts - the Affiliate’s remuneration credited and paid by the Trading Platform for referring other Affiliates to the Affiliate Program.
Referral Link - a uniform resource locator (URL) used to refer Affiliates to the Affiliate Program.
Spam - the distribution of information about the Trading Platform to persons not wishing to receive such notifications and expressing clear dissatisfaction with such actions and materials.
Trading Account - the Client’s registered account for transactions with financial instruments on www.binomo.com.
Traffic - the total number of Affiliate Clients who visited the website www.binomo.com.
3. REGISTRATION OF AFFILIATES, AFFILIATE CLIENTS, REFERRALS
3.1. Those who are interested in promoting the Trading Platform and referring Clients need to register an Affiliate Account at https://binpartner.com.
3.2. In the Affiliate Account, the Affiliate has access to the Affiliate Program and Advertising Materials, as well as an individual Affiliate Link to refer users to the website www.binomo.com, a Referral Link for promoting the Affiliate Program, and the Trading Platform credits their Trading Account and pays the Affiliate their Affiliate and/or Referral Payouts according to the selected tariff on the conditions set forth in this Agreement.
3.3. A User is considered an Affiliate Client when registering on the website www.binomo.com via the Affiliate Link.
3.4. A User becomes a Referral when registering as an Affiliate on the website https://binpartner.com via the Referral Link.
4. RIGHTS AND OBLIGATIONS OF THE TRADING PLATFORM AND AFFILIATE
4.1.The Trading Platform provides the Affiliate with the following:
- the non-exclusive and non-transferable right to use Advertising Materials to promote the Trading Platform by providing a link from the Affiliate’s website to the registration page for new users on the Trading Platform website www.binomo.com.
4.2.Under no circumstances does the Trading Platform provide the Affiliate with the following:
- additional rights and privileges to support Affiliate Clients;
- the right to receive Affiliate and/or Referral payouts for Clients visiting the Trading Platform that were referred by other Affiliates or who independently visit the Trading Platform website;
- any other rights to IP Objects or other property of the Trading Platform, except as expressly provided for in this Agreement.
4.3.The Affiliate undertakes to carry out their activities professionally and in good faith within the framework of the Affiliate Program.
4.4.The Affiliate is responsible for the following:
- for the state of their Affiliate Balance, and their activity or inactivity in the process of using their Affiliate Account;
- for the security of their passwords, as well as payment and other information specified in the Affiliate Account;
- for providing reliable and complete additional information as required under this Agreement, including the following:
- documents confirming identity (state registration of a legal entity, and/or documents confirming the authority of an executive body);
- first and last name (name of legal entity); personal identification number, if applicable (state registration number of legal entity); date of birth (date of establishment for legal entity); nationality; address of residence (location of legal entity); contact information; place and nature of advertising and informational activity (licenses, if applicable); registration number for tax authorities;
- bank details and/or details of electronic wallets, or other payment details for Affiliate and Referral Payouts, including the following: the name of the beneficiary, the bank account number, the bank code (BIC or IBAN), and the name and address of the bank.
4.5.The Affiliate shall not do the following:
(I) use Brand Queries in any contextual advertising or use Spam to refer Clients;
(II) use the provided Affiliate Link to register as a Client;
(III) use the provided Referral Link to register as a Referral;
(IV) publish and disseminate false information about the Company;
(V) register more than one Affiliate Account from the same IP address with an Affiliate Link;
(VI) transfer or in any way provide to third parties the provided Affiliate and Referral Links;
(VII) manage the accounts of Clients, Affiliate Clients, or Referrals;
(VIII) use any fraudulent schemes when working on the websites www.binpartner.com or www.binomo.com;
(IX) target ads for the Trading Platform to persons under 18 years of age or whatever the legal age is in the country where potential Clients reside;
(X) advertise the Trading Platform on websites in the countries listed in the List of Prohibited Countries for Affiliates;
(XI) advertise or inform about similar or comparable (competing) products from the Affiliate or other persons and companies, including through the following:
- the promotion of websites on the internet;
- online systems, applications, and other platforms for trading products similar to the products and services provided by the Trading Platform;
- the use of Advertising Materials or IP Objects.
(XII) the direct or indirect use or promotion of IP Objects;
(XIII) the use of their own Advertising Materials without the prior approval of the Trading Platform;
(XIV) the activation of Advertising Materials using fictitious users, including but not limited to, bots and Affiliate employees
(XV) the use of remote programs, trojans, automatic clicks, or automatic installation scripts to click or activate advertisements in the background without explicit and conscious user permission;
(XVI) the use of hacked, decompiled, or modified Advertising Materials;
(XVII) the use of any means to artificially increase the number of impressions and/or clicks, including manual methods. Clicks on Advertising Materials should be the result of genuine user interest. Any method that artificially generates clicks or views of Advertising Materials is strictly prohibited, including but not limited to the following: multiple manual clicks or impressions, any means of generating automatic clicks or impressions, as well as the use of robots or misleading software;
(XVIII) advertising the Trading Platform's products using malicious methods of advertising, including but not limited to: promotion through misleading ads on websites, applications, or other objects, including fake systems, services, or notifications in applications or signals; promotion through improper or exaggerated advertising slogans or advertising materials, or the use of a fraudulent advertising form to force users to download the product from the Trading Platform; or promoting or using installation methods that lead to redirection to Google Play and/or the App Store or downloading the application without prior notification of the user about unwanted promotion via SMS services.
(XIX) the opening of Trading Accounts or Affiliate Accounts from the same IP address through an Affiliate Link, and/or allowing relatives and friends to sign up through the Affiliate Link.
5. AFFILIATE AND REFERRAL PAYOUTS
5.1. After registration, the Affiliate has the right to receive information about the plans available:
Revenue Share Base Plan
Affiliate payouts are a percentage of the Revenue Share of Affiliate Clients. This means that the Affiliate's revenue is a percentage of the Revenue Share. The percentage for the Base Plan is calculated automatically in the first minute of the calendar month based on the figures for the previous month according to the following rates:
50% of the Revenue Share, if the number of Affiliate Client deposits is no more than 20, or if the total amount of all deposits is equal to 1,000 US dollars;
52.5% of the Revenue Share, if the number of Affiliate Client deposits is from 21 to 50, or if the total amount of all deposits is from 1,000.01 to 5,000 US dollars;
55% of the Revenue Share, if the number of Affiliate Client deposits is from 51 to 150, or if the total amount of all deposits is from 5,000.01 to 10,000 US dollars;
60% of the Revenue Share, if the number of Affiliate Client deposits is from 151 to 300, or if the total amount of all deposits is from 10,000.01 to 20,000 US dollars;
70% of the Revenue Share, if the number of Affiliate Client deposits is 601 or higher, or if the total amount of all deposits is 30,000.01 dollars or higher;
The Revenue Share Base Plan is set for the Affiliate by default after registration of the Affiliate Account. More details on plan conditions can be found here (https://binpartner.com/en/plans).
Payment for first deposit - CPA
Affiliate Payouts are fixed and accrued for every first deposit of an Affiliate Client after their verification by the security system. The verification period does not exceed 14 days from the date of deposit. This plan is available at the request of the Affiliate to their personal manager. More details on plan conditions can be found here (https://binpartner.com/en/plans).
Payouts for Client registration - CPL
Affiliate Payouts are fixed and accrued for each registration of an Affiliate Client. This plan is available at the request of the Affiliate to their personal manager within the framework of the Affiliate Program.
Referral Payouts are from 5 to 12% of the monthly earnings of the Referral.
5.2. The Affiliate has the right to change their plan no more than once a month.
5.3. The Trading Platform has the right to unilaterally change the Affiliate's plan or its terms by notifying the Affiliate about it by email or another available communication channel.
5.4. If the Affiliate refuses the new plan or its terms, they must send an email in response to the notification from the Trading Platform within 3 (three) days from the moment of its receipt. The Affiliate’s compliance with the Agreement within 3 (three) days after notification from the Company means the Affiliate consents to the new tariff or its new terms.
Tracking Affiliate and Referral Payouts
5.5. The calculations for Affiliate and Referral Payments for Active Clients are done in US dollars online in the "Statistics" section of the Affiliate Account.
5.6. The Company calculates Affiliate Payouts based on the Affiliate's current plan.
5.7. Receipt by the Affiliate of an amount of Affiliate and/or Referral Payouts by a method specified in clause 5.10 will be deemed to be proper execution by the Trading Platform of its obligations to pay remuneration. In the event the Affiliate disagrees with the transferred amount, the Affiliate needs to send notification by email to email@example.com within 5 (five) business days of receipt of that amount. In the event that the indicated period of notification has passed, the Affiliate loses the right to challenge the remuneration payment.
Payment of Affiliate Payouts
5.8. The Trading Platform pays Affiliate and Referral Payouts provided that no less than 5 (five) Affiliate Clients are registered in the Affiliate account, the number of Client first deposits is no less than 5 (five), and the amount in the Affiliate Balance at the moment of payment is at least 10 (ten) US dollars. At the same time, the Trading Platform has the right, at its discretion, to change the specified minimum thresholds for the payment of Affiliate Payouts and payment periods.
5.9. The Trading Platform pays Affiliate and Referral Payouts accrued to the Affiliate based on the previous calendar week (as a rule, on the Thursday of the current calendar week). The Affiliate has the right to send a withdrawal request for early remuneration. The Trading Platform has the right to refuse early payment or to take a decision within 2 (two) business days from the date of receipt of the request for early payment of the Affiliate Payout to the Affiliate.
5.10. Affiliate and Referral Payouts are paid via the payment method the Trading Platform finds most acceptable based on internal policy and applicable law. The preferential method of payments is transfer to the electronic currency wallet specified in the Affiliate Account. The amount paid includes the costs associated with the transfer or conversion of funds.
5.11. The Trading Platform has the right to refuse payment of Affiliate and Referral Payouts in the event that the Affiliate Client does not pass verification on the Trading Platform or the results of that procedure were subsequently canceled for any reason.
5.12. Profitability for the Revenue Share Base Plan for traffic from China has been reduced by 50%, and by 25% for traffic from Russia. The affiliate commission for all traders who registered 90 days prior has been reduced by 20%; for traders who registered 360 days prior, it has been reduced by 100%.
5.13. Traffic from the US, Canada, Japan, Pakistan, Israel, and the EU is not taken into account by the Company when calculating Affiliate Payouts.
5.14. In the event that the Trading Platform discovers any suspicious activity concerning the Affiliate Account or any other account available to the Affiliate, the Trading Platform may, at its discretion, postpone the payment of Affiliate Payouts for up to 14 (fourteen) days to conduct an investigation.
5.15. In the event that during the course of the investigation, fraudulent actions are detected, including Spam, false advertising, use of stolen credit cards, collusion, falsification of services, systems, premiums or advertising, offers for direct or indirect division of Affiliate or Referral Payouts with Clients, or any unauthorized use of accounts, copyrights, or trademarks of third parties aimed at deceiving the Trading Platform, regardless of the amount of damage caused, the Trading Platform has the right to suspend the Affiliate Account without payment of Affiliate and/or Referral Payouts, as well as to use other means of protection.
5.16. The Trading Platform has the right to postpone or cancel the payment of Affiliate and/or Referral Payouts in the following cases:
- if there are motivated reasons to believe that the Affiliate’s activities contravene applicable law;
- if the Affiliate’s activities violate the terms of this Agreement;
- if the Affiliate fails to provide forms or information requested, or any other document, within the framework of the Affiliate Program before the due date;
- if a third party informs of the Affiliate’s wrongdoing, dishonest, or unprofessional behavior;
- in the event that the user makes a mistake when using (entering) an Affiliate Link or bonus code.
- in the event that the Affiliate is not an Active partner;
- in the event that the Affiliate has not contacted their manager or another representative of the Trading Platform for more than two weeks;
- if payouts to the account specified by the Affiliate are not received for more than two weeks due to restrictions from the Affiliate's payment system (exceeding the limits, etc.), and the Trading Platform has notified the Affiliate about this by email.
5.17. The Affiliate is solely responsible for fulfilling the requirements of applicable tax legislation for Affiliate and/or Referral Payouts. The Trading Platform has the right to provide any information on accrued and paid amounts to any state authorities.
6.1. The Trading Platform has the right to collect fines from the Affiliate in the amount of 50 to 100% of the Affiliate Balance on the date of fine collection in the event of a breach of the obligations stipulated in subclauses (I) - (IV), (VII)-(IX), (XIV), (XVII), (XVIII) clause 4.5 of the Agreement, and suspend the Affiliate Account with advance notice.in the amount of 10 to 20% of the Affiliate Balance on the date of fine collection in the event of a breach of the obligations stipulated in subclauses (V), (VI), (X)-(XII), (XV),(XVI) clause 4.5 of the Agreement, and suspend the Affiliate Account with advance notice.
6.2. In the event that the breach of the Affiliate’s obligations provided for in clause 4.5 of the agreement is identified by a Client, the Trading Platform has the right to suspend the Affiliate Account for the duration of the investigation.
6.3. In the event that the Company determines that the Affiliate is using the Affiliate Account for purposes other than those specified in Clause 3.1 and is violating the terms of the Agreement, the Trading Platform has the right to suspend the Affiliate Account with prior notification.
6.4. If the Affiliate breaches the obligations stipulated in subclause (VIII) of clause 4.5 of the Agreement, the Trading Platform shall have the right to withhold any and all Affiliate Payouts due to the Affiliate.
6.5. The Trading Platform has the right to suspend the Affiliate account without notifying the Affiliate in the following cases:
- the Affiliate uses illegal websites, businesses, or mailing lists;
- the Affiliate participates in the demonstration of illegal content on websites or in the Affiliate’s electronic mailing lists with offers of illegal goods;
- the use of websites that contain or propagate material that is defamatory, discrediting, obscene, offensive, cruel, fanatical, hateful, illegal, hazardous or pornographic, or links to websites of this nature;
- the chaotic posting of links to advertising materials on any websites in mailing lists, banner networks, counters, guest books, IRC channels, or other internet resources of a similar kind;
- the organization of or assistance in any unfair operations, including the use of any devices, programs, robots, hidden frames or redirects, or fake traffic;
- the creation or organization of any advertising campaign providing any prizes, points, or compensation for any activities that the Trading Platform deems inadmissible without prior written approval from the Trading Platform;
- the weakening, distortion, or denigration of IP Objects or the business reputation of the Trading Platform;
- providing any user with any transactions with direct or indirect cost compensation.
6.6. The Trading Platform has the right, in addition to any other available means of protection, to recognize the Affiliate and/or Referral Link as invalid and immediately block the access of that Affiliate to their Affiliate Account with payments of Affiliate and/or Referral Payouts.
6.7. The Trading Platform reserves the right to terminate and/or retain Affiliate and/or Referral Payouts at any time, and/or cancel requests for advertising materials from an Affiliate, in the case of reasonable suspicions that actions have taken place or text or images were used which violate or may violate applicable law or there are reasonable grounds to believe that these actions may have negative commercial consequences for the Trading Platform.
7. LIABILITY LIMITATIONS. GUARANTEES. INDEMNIFICATION
7.1. In any case, the responsibility of the Trading Platform, its directors, shareholders, subsidiaries, employees, or agents does not include liability for compensation of losses or damages caused to the Affiliate as the result of fulfilling or violating this Agreement, as well as indirect, extreme, subsequent, or other additional costs due to special circumstances, accidental or punitive damages or costs (including but not limited to lost profits, indirect damages, loss of income, loss of data, or damage to reputation), even if the Affiliate had been advised of the possibility of such. The liability of the Trading Platform is limited to the amount of direct damage incurred by the Affiliate as the result of gross negligence or deliberate unlawful actions of the Trading Platform.
7.2. The Trading Platform is not responsible for failures or malfunctions of any software, hardware, or communication facilities or other systems.
7.3. The liability of the Trading Platform is, in any case, limited to the lesser of the following amounts: (1) the total amount of Affiliate Payouts paid to the Affiliate for one (1) past month before the occurrence of the event entailing liability, or (2) 5,000 (five thousand) US dollars.
7.4. To the extent permitted by applicable law, the Trading Platform disclaims any express or implied warranties, including any express or implied warranties of the absence of a breach, the turnover of services or products offered by the Trading Platform, as well as the accessibility of the Trading Platform website and the absence of viruses, errors, or threats to security.
7.5. The Affiliate guarantees the following:
- compensation for any damages and safeguarding of the Trading Platform, as well as its directors, shareholders, subsidiaries, employees, or agents against any liability, claims, costs, expenses or damages, including reasonable expenses for legal aid arising directly or indirectly from the activities of the Affiliate or Affiliate Clients, Referrals, or services and products provided by the Trading Platform. The Trading Platform has the right to deduct reimbursement from Affiliate Payouts if there are reasons for its collection;
- that they recognize that they have the capacity to fulfill their obligations under this Agreement in accordance with the personal law of the individual and the legislation applicable to the Agreement;
- that they have conducted an independent assessment of the benefits of participating in this Agreement and have analyzed the potential risks.
8. AMENDMENTS AND TERMINATION OF THE AGREEMENT
8.1. The Agreement enters into force the moment the Affiliate expresses consent to the terms of this Agreement and operates sequentially every 12 (twelve) months in the event that neither of the Parties has declared its termination.
8.2. The Trading Platform is entitled to unilaterally amend the Agreement with the Affiliate’s notification by email in the following cases:
as established by this Agreement; changes or amendments to applicable law that must be followed by the Trading Platform.
8.3. The Agreement can be terminated on the basis of the mutual agreement of the Parties.8.4. The Agreement can be terminated at the initiative of the Trading Platform in the following cases:the Affiliate refuses to accept a new plan or changed conditions (clause 5.4 of the Agreement);
the Affiliate violates the provisions of subclauses (IX), (X) of clause 4.5, as well as any of the subclauses of clause 6.6 of the Agreement;
at any time and for any or no reason, when notifying the Affiliate 7 (seven) days before the date of termination by email (or by posting a message on www.binpartner.com that the Agreement is terminated with all Affiliates at the same time).
8.5. The Agreement can be terminated at the initiative of the Affiliate at any time when notifying representatives of the Affiliate Program 7 (seven) days prior via email to firstname.lastname@example.org.
8.6. From the moment of termination of the Agreement, the Affiliate no longer accrues Affiliate and/or Referral Payouts for new Affiliate Clients. At the same time, the Trading Platform continues to pay Affiliate Payouts for already registered Affiliate Clients for 3 (three) months from the Agreement termination date, provided that the basis for termination was not subclauses (IX), (X) of clause 4.5, or any of the subclauses of clause 6.5 of the Agreement.
8.7. In the event of termination of the Agreement for any reason, the Affiliate must stop using all Advertising Materials and remove them from their websites and pages on the internet.
9.1. Any information or data received by the Parties in connection with the conclusion and fulfillment of the Agreement shall be treated as confidential and cannot be disclosed to third parties, except for cases when such information is provided at the request of government agencies that monitor compliance with applicable law.
9.2. Confidential information cannot be disclosed to third parties, published, or otherwise disclosed during the term of the Agreement and within five (5) years after its expiration.
10. CONSIDERATION OF APPEALS, CLAIMS, AND DISPUTES
10.1. The Parties should attempt to settle all disputes through negotiations.10.2. In the event of a disputable situation, the Affiliate has the right to file a claim with an Affiliate Program representative and send it to the following email address: email@example.com.
10.3. The Affiliate’s claim will be considered within 5 (five) business days from the date of receipt, provided that the appeal contains a reasoned description of violations of the terms of the Affiliate Program and the necessary evidence (if any).
10.4. The Affiliate may be denied consideration of their claim in cases where the claim does not specify the following:
a) the Affiliate’s information (the Affiliate’s login and email address), date, time and description of the dispute, the Affiliate’s demands;
b) the amount of the claim and justification of how it was calculated (if the claim is subject to monetary valuation);
c) the circumstances in which the demands are based and evidence supporting them, including relevant clauses in the Agreement;
d) a list of documents attached to the claim (complaint) and other evidence certified by the Affiliate;
e) other information necessary for the settlement of the dispute;
f) claims are filed after more than 14 (fourteen) business days after the date of the dispute;
g) claims contains:
- emotional evaluation of the event;
- offensive remarks about the Affiliate Program or the Trading Platform and/or its employees;
- lexicon of an obscene nature and/or insults, or any threats directed at the Trading Platform or its employees.
10.5. As part of the dispute's consideration, the Affiliate may be requested to provide additional documents, comments, or information. Consideration of the Affiliate’s claim is carried out on the basis of the facts stated in the claim and records of the server logs. When resolving a dispute, the records of the trading log servers of the Trading Platform shall prevail over other evidence.
10.6. The dispute may be reviewed in a court procedure if the Parties fail to settle it within one (1) month from the receipt of the claim by the Trading Platform.
10.7. The applicable law of this Agreement is the legislation of the Republic of Seychelles.
11. ADDITIONAL CONDITIONS
11.1 The Affiliate or persons acting on their behalf fulfilling this Agreement shall not be entitled to declare invalidity, inapplicability, or to contest the provisions of this Agreement governing the handling of IP Objects.
11.2. Clients of the Affiliate and Referrals will always be considered clients of the Trading Platform, which is the sole and exclusive owner of the user contact database. The Affiliate shall not be entitled to contact a Client or Affiliate Clients without the written approval of the Company. If such approval is provided by the Company but it is subsequently discovered that such contact made by the Affiliate is contrary to the interests of the Trading Platform, the latter shall have the right to revoke the approval granted, terminate the Agreement unilaterally, and retain any and all Affiliate Payouts due to the Affiliate.
11.3. The Platform and the Affiliate are independent agents, and no provisions of this Agreement can be interpreted as creating a partnership, joint venture, or agency relationship between the parties.
11.4. Under no circumstances shall the Trading Platform authorize the Affiliate to publish informational messages or any statements on its behalf.
11.5. Within the framework of this Agreement, the Affiliate shall provide their personal data in accordance with subclause (III) of clause 4.4 of the Agreement when registering their Affiliate Account, as well as data concerning IP addresses and cookies.
11.8. This Agreement is the most complete and definitive description of all the terms of cooperation between the Affiliate and the Trading Platform and supersedes all preliminary oral or written agreements.
11.9. The terms of this Agreement and the Affiliate Program (including but not limited to the terms of the Affiliate Payouts) may be changed at any time at the sole discretion of the Trading Platform. The amendments enter into force the moment the modified text of the Agreement is published on the website www.binpartner.com. In the event of refusal to agree to the terms of the supplementary or amended Agreement, the Affiliate is entitled to terminate this Agreement.