This Affiliate Agreement is concluded between Dolphin Corp LLC (a company incorporated under the laws of Saint Vincent and the Grenadines, registration number 915 LLC 2021, with an office at Euro House, Richmond Hill Road, Kingstown, St.Vincent and the Grenadines, hereinafter — the Company), the Binomo Trading Platform and Binomo mobile application provider, on the one hand, and an individual or a legal entity interested in promoting the Binomo Trading Platform (hereinafter referred to as the 'Affiliate'), on the other hand.
1. GENERAL PROVISIONS
1.1. The Affiliate accepts the Affiliate Agreement by registering and creating an Affiliate Account on the www.binpartner.com (hereinafter — the 'Website'). Acceptance of the Affiliate Agreement means full and unconditional agreement of the Affiliate to its terms and conditions.
1.2. The place of conclusion of the Affiliate Agreement is Saint Vincent and the Grenadines.
1.3. The Affiliate Program Privacy Policy and the Binomo Communication Policy published on the Website are integral parts of the Affiliate Agreement.
1.4. All further references to the Trading Platform, website www.binomo.com and the Binomo Mobile Application are equivalent.
2. TERMINOLOGY
For the purposes of this Affiliate Agreement, the terms used have the following meanings:
Active Affiliate is an Affiliate who has attracted at least three (3) Affiliate Traders to the website www.binomo.com in the last one (1) month, or at least five (5) Referrals to the Affiliate Program in the last six (6) months.
Advertising Materials are banners, landing pages, logos, video reviews, and other promotional materials provided to the Affiliate to refer users to the website www.binomo.com.
Affiliate Account is the Affiliate’s account on the Website with an assigned ID number and access to their Personal Account.
Affiliate Balance is the total amount of the Affiliate’s payouts in the Affiliate’s Account.
Affiliate Link is a uniform resource locator (URL), which contains a unique Affiliate's label the Company uses to record the Affiliate statistics, and used by the Affiliate to refer users to the website www.binomo.com.
Affiliate Payouts are the Affiliate’s remuneration credited and paid by the Company according to the Affiliate Program plan chosen by the Affiliate for referring users to the website www.binomo.com.
The Affiliate’s Personal Account is a section of the Website with restricted access through which the Affiliate, having completed the authorization procedure by entering their login and password, is able to promote the Trading Platform.
Affiliate Program is a type of business cooperation between the Company and the Affiliate that includes the terms and tools for promoting the Trading Platform.
Affiliate Trader is a Trader who was redirected to the website www.binomo.com by an Affiliate.
Affiliate Visitor is a visitor of the website www.binomo.com, who was redirected there by an Affiliate.
Brand Query is any word and/or phrase with the word 'Binomo'.
IP Objects are the following intellectual property objects, the rights to which belong to the Company:
Referrals are persons who are Affiliates referred by the Affiliate to the Affiliate Program.
Referral Link is a uniform resource locator (URL), which contains a unique Affiliate's label the Company uses to record the Affiliate statistics, and used by the Affiliate to refer Referrals to the Affiliate Program.
Referral Payouts are the Affiliate’s remuneration credited and paid by the Company for referring other Affiliates to the Affiliate Program.
Spam is the distribution of information about the Trading Platform to persons not wishing to receive such information and expressing clear dissatisfaction with such actions and materials.
A Trader is a user who has successfully registered an account on the website www.binomo.com. For the purposes of this Affiliate Agreement, a user whose registration has not been completed or has been canceled for any reason and at any time by the Company, is not considered as a Trader.
Trader ID is a Trader’s identifier, such as an Affiliate Link or other identifier, established by the Company to confirm the relationship between the Trader and the Affiliate.
Trading Platform is a computer system accessed through the website www.binomo.com, that is used by the Company to provide its services.
3. REGISTRATION OF AFFILIATES, AFFILIATE TRADERS, REFERRALS
3.1. Those who are interested in promoting the Trading Platform and referring Traders need to register an Affiliate Account at the Websitehttps://binpartner.com
3.2. To register on the Website, the person must perform the following actions:
enter their email address and create a password;
accept the terms and conditions of the Affiliate Agreement.
By accepting the terms and conditions of the Affiliate Agreement, the Affiliate guarantees the following:
that they are a legally capable adult and/or has the legal power to act on behalf of the legal entity;
that they have read the terms of this Affiliate Agreement and agree to them.
3.3. 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 Company credits their Account and pays the Affiliate their Affiliate and/or Referral Payouts according to the selected Affiliate Program plan on the conditions set forth in this Affiliate Agreement.
3.4. By registering on the Website, the Affiliate consents to receive emails from the Company, including advertising messages. If the Affiliate does not want to receive information from the Company by email, they may at any time cancel their subscription by clicking on the 'Unsubscribe' link in any email from the Company, by deactivating the corresponding option in their Affiliate's Personal Account, or by contacting the Company's Affiliate Support Service via email address support@binpartner.com.
3.5. A user is considered an Affiliate Trader when registering on the website www.binomo.com via the Affiliate Link.
3.6. A person becomes a Referral when registering as an Affiliate on the Website via the Referral Link.
4. RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE AFFILIATE
4.1.The Company provides the Affiliate with the non-exclusive and non-transferable right to use Advertising Materials to promote the Trading Platform.
4.2.Under no circumstances does the Company provide the Affiliate with the following:
additional rights and privileges to support Affiliate Traders;
the right to receive Affiliate and/or Referral payouts for Traders visiting the website www.binomo.com that were referred by other Affiliates and/or their Referrals, or who independently visit the website www.binomo.com;
any other rights to IP Objects or other property of the Company, except as expressly provided for in this Affiliate 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 undertakes to provide the Company with a complete list of their traffic sources and update this list in case of adding new traffic sources, and guarantees to use only the traffic sources approved by the Company.
4.5.The Affiliate is responsible for the following:
their activity or inactivity in the process of using their Affiliate Account;
for the security of their password, as well as payment and other information specified in the Affiliate Account;
for providing reliable and complete additional information upon request of the Company, including the following:
if the Affiliate is an individual:
the spread (page) of the Affiliate's passport with their photograph and personal data, or the front and back of the Affiliate's ID card, or the Affiliate's driver's license;
personal identification number, date of birth, nationality, address of residence, 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;
if the Affiliate is a legal entity:
registration certificate, and documents confirming the authority of an executive body;
date of establishment, location 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.
4.6.The Affiliate shall not do the following:
(I) use Brand Queries in any contextual advertising and/or use Spam to refer Visitors and/or Traders;
(II) use the provided Affiliate Link to register as a Trader;
(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;
(VI) transfer or in any way provide to third parties the provided Affiliate and Referral Links;
(VII) manage the accounts of Traders and/or Affiliate Traders on the website www.binomo.com, or the accounts of Referrals on the Website;
(VIII) use any fraudulent schemes, including but not limited to the following: motivated traffic, click flooding, install hijacking, fake installs, spam, false advertising, collusion, falsification of service systems use fictitious users, including but not limited to, bots and Affiliate's employees; use remote programs, trojans, automatic clicks, or automatic installation scripts without explicit and conscious user permission;
(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 Traders reside;
(X) advertise the Trading Platform on websites in the countries listed in the List of Prohibited Countries (Territories) (Appendix 2 to the Affiliate Agreement);
(XI) advertise or inform about Affiliate's and/or other persons' and companies' similar or comparable (competing) products, 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 Company;
the use of Advertising Materials or IP Objects;
(XII) use or promote illegally IP Objects;
(XIII) use their own advertising materials without prior approval of the Company;
(XIV) use hacked, decompiled, or modified Advertising Materials;
(XV) use 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;
(XVI) advertise the Trading Platform 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 use Binomo Trading Platform and/or download the Binomo application; and/or promoting or using installation methods that lead to redirection to Google Play, the App Store and/or another application store, or downloading the Binomo application without prior notification of the user;
(XVII) register Trading and/or Affiliate Account using their own Affiliate and/or Referral Link.
5. AFFILIATE PROGRAM PLANS
5.1. After registration, the Affiliate has the right to choose any of available Affiliate Program plans (Appendix 1 to this Affiliate Agreement).
5.2. The Affiliate has the right to change their plan no more than once a month.
5.3. The Company has the right to unilaterally change the Affiliate's plan or its terms by notifying the Affiliate by email or another available communication channel.
5.4. If the Affiliate refuses the new plan or its new terms, they must send an email in response to the notification from the Company within three (3) days from the moment of its receipt. The Affiliate’s compliance with the Affiliate Agreement within three (3) days after notification from the Company means the Affiliate consents to the new plan or its new terms.
6. AFFILIATE AND REFERRAL PAYOUTS
6.1. The Company calculates and pays Affiliate Payouts based on the Affiliate's current plan (Appendix 1 to the Affiliate Agreement).
6.2. Receipt by the Affiliate of an amount of Affiliate and/or Referral Payouts by a method specified in clause 6.4 will be deemed to be proper execution of Company's obligations to pay remuneration. In the event the Affiliate disagrees with the transferred amount, the Affiliate has to send notification to support@binpartner.com by the email within five (5) business days after 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.
6.3. The Company pays Affiliate and Referral Payouts provided that no less than five (5) Affiliate Traders are registered in the Affiliate Account, and the number of Trader first deposits is no less than five (5), and the amount in the Affiliate Balance at the moment of payment is at least ten (10) US dollars. At the same time, the Company has the right, at its discretion, to change the specified minimum thresholds for the payment of Affiliate and/or Referral Payouts and payment periods.
6.4. Affiliate and Referral Payouts are paid via the payment method the Company finds most acceptable based on internal policy and applicable law. The preferential method of payments is transferred to the electronic currency wallet specified in the Affiliate Account. The amount paid includes the costs associated with the transfer or conversion of funds. The Affiliate acknowledges that such costs can reach 10% of the Affiliate and Referral Payouts.
6.5. The Company has the right to refuse payment of Affiliate and/or Referral Payouts in the event that the Affiliate Trader does not pass verification on the Trading Platform or the results of that procedure were subsequently canceled for any reason.
6.6. Traffic from the countries (territories) listed in the List of Prohibited Countries (Territories) (Appendix 2 to the Affiliate Agreement) is not taken into account by the Company when calculating Affiliate and/or Referral Payouts.
6.7. In the event that the Company discovers any suspicious activity concerning the Affiliate Account or any other account available to the Affiliate, the Company may, at its discretion, postpone the payment of Affiliate and/or Referral Payouts for up to thirty (30) days to conduct an investigation.
6.8. In the event that, during the investigation, fraudulent actions, including but limited to, 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 Traders, or any unauthorized use of accounts, copyrights, or trademarks of third parties aimed at deceiving the Company, regardless of the amount of damage caused, are detected, the Company 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.
6.9. The Company 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 violate applicable law;
if the Affiliate’s activities violate the terms of this Affiliate Agreement;
if the Affiliate fails to provide document and/or information requested by the Company within the framework of the Affiliate Program, before the due date;
if a third party informs the Company of the Affiliate’s wrongdoing, dishonest, or unprofessional behavior;
in the event that the Affiliate makes a mistake when using an Affiliate Link;
in the event that the Affiliate is not an Active Affiliate;
in the event that the Affiliate has not contacted their manager or another representative of the Company 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 Company has notified the Affiliate about this by email.
7. CONFIDENTIALITY
7.1. Except Advertising Materials, any information or data received by the Affiliate from the Company in connection with the conclusion and fulfillment of the Affiliate Agreement shall be treated as confidential.
7.2. Information will not be considered confidential, and the Affiliate will not have any obligations with respect to that information, if it satisfies one of the following points, inter alia:
it is already known to, in the possession of, and at the disposal of the Affiliate, and was not subject to any restrictions at the time of its receipt;
it is or becomes publicly known as the result of improper, negligent, or deliberate action by the Company;
it was legally obtained from a third party without being restricted by or infringing upon this Affiliate Agreement as the result of the Company presenting it to the third party also without restrictions and also without restrictions on the rights of the third party;
it is information that the Affiliate is required to disclose in accordance with applicable law, including in connection with any petition or request of an authorized government agency, or in accordance with a court decision. Meanwhile, obligations to preserve the confidentiality and non-disclosure of confidential information will continue to apply to all persons whose obligation to disclose the confidential information does not arise in accordance with this paragraph;
it is authorized for disclosure in written agreement with the Company.
7.3. The Affiliate will not disclose confidential information received from the Company to any third party without the prior written consent of the Company and will not use this confidential information unless otherwise provided for in this Affiliate Agreement.
For the purposes of the Affiliate Agreement, the Parties will understand the term 'disclosure of confidential information' as the dissemination of information: verbally, in writing, through the demonstration or presentation of relevant documents, drawings, sketches, mock-ups or other items, etc. Violation of these obligations is deemed to be committed when the information constituting confidential information is made public and becomes known to a person or persons who should not possess it.
7.4. The Affiliate shall immediately notify the Company of a loss, shortage, or disclosure of confidential information, and also to inform of any circumstances that may contribute or lead to disclosure.
7.5. All information given by the Company to the Affiliate in any form under this Affiliate Agreement will be and remain the exclusive property of the Company and the information and any copies thereof shall immediately be returned to the Company or be destroyed at the discretion of the Company, except in cases where the return or destruction of information is contrary to applicable law, as well as in other cases provided for by applicable law.
7.6. All confidential information is provided to the Affiliate 'AS IS'. The Company makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of the confidential information.
8. RESPONSIBILITY
8.1. The Company has the right to collect fines from the Affiliate in the amount up to 100% of the Affiliate Balance on the date of fine collection in the event of a breach of the obligations stipulated in clause 4.6 of the Affiliate Agreement, and/or suspend the Affiliate Account with advance notice.
8.2. In the event that the breach of the Affiliate’s obligations provided for in clause 4.6 of the Affiliate Agreement is reported by a Trader, the Company has the right to suspend the Affiliate Account for the duration of the investigation.
8.3. In the event that the Company detects that the Affiliate is using the Affiliate Account for purposes other than those specified in Clause 3.1 and/or is violating the terms of the Agreement, the Company has the right to suspend the Affiliate Account with prior notification.
8.4. If the Affiliate breaches the obligations stipulated in subclause (VIII) of clause 4.6 of the Affiliate Agreement, the Company shall have the right to withhold any and all Affiliate Payouts due to the Affiliate.
8.5. The Company has the right to suspend the Affiliate Account without notifying the Affiliate in case of following acts of the Affiliate:
the use of illegal websites, businesses, or mailing lists;
the participation 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 the Advertising Materials on any website 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 Company deems inadmissible without the Company's prior written approval;
the weakening, distortion, or denigration of IP Objects or the business reputation of the Company;
providing any user with any transactions with direct or indirect cost compensation.
8.6. The Company 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 no payments of Affiliate and/or Referral Payouts.
8.7. The Company reserves the right to terminate and/or retain Affiliate and/or Referral Payouts at any time, and/or cancel access to the Advertising Materials to the Affiliate, in 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 Company.
9. LIABILITY LIMITATIONS. GUARANTEES. INDEMNIFICATION
9.1. The Company shall not be liable for the activity or inactivity of the Affiliate.
9.2. In any case, the responsibility of the Company, 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 Affiliate 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 Company is limited to the amount of direct damage incurred by the Affiliate as the result of gross negligence or deliberate unlawful actions of the Company.
9.3. The Company is not responsible for failures or malfunctions of any software, hardware, or communication facilities or other systems (to both the Affiliate and the Company).
9.4. The Company shall not be liable for the Affiliate's losses arising from force majeure circumstances. Force majeure circumstances include without limitation the following: natural disasters, man-made disasters, military actions, terrorist acts, uprisings, civil unrest, strikes, riots, the introduction of government restrictions affecting the fulfilling of this Affiliate Agreement, the introduction of (or changes to) market and/or currency regulation, and the suspension of exchange trading.
9.5. If during the use of the Website, the Affiliate makes a profit using artificial intelligence, specialized software, so-called 'bots', or vulnerabilities in Affiliate Program software, such profits are not the Company's financial responsibility and are not paid to the Affiliate.
9.6. The liability of the Company 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) five thousand (5,000) US dollars.
9.7. To the extent permitted by applicable law, the Company disclaims any express or implied warranties, including any express or implied warranties about the accessibility of the Trading Platform and the absence of viruses, errors, or threats to security.
9.8. The Affiliate guarantees the following:
compensation for any damages and safeguarding of the Company, as well as its directors, shareholders, subsidiaries, employees, or agents against any liability, claims, costs, expenses or damages, including reasonable expenses for legal services, arising directly or indirectly from the activities of the Affiliate, Affiliate Traders, and/or Affiliate Referrals. The Company has the right to deduct reimbursement from Affiliate and/or Referral Payouts if there are reasons for its collection;
that they have the capacity to fulfill their obligations under this Affiliate Agreement in accordance with the personal law of the individual/legal entity and the law applicable to the Affiliate Agreement, and their actions do not violate any law, legal act, rules or regulations;
that they have conducted an independent assessment of the benefits of participating in the Affiliate Program and have analyzed the potential risks;
that all their personal information provided to the Company is true, accurate, and up to date.
9.9. The Affiliate is solely responsible for fulfilling the requirements of applicable tax legislation in respect of Affiliate and/or Referral Payouts. The Company has the right to provide any information on accrued and paid amounts to any state authorities.
9.10. If the terms of non-disclosure of confidential information under this Affiliate Agreement are violated, the Company has the right to demand from the Affiliate compensation of losses in the full amount related to the disclosure (use) of the confidential information. The Affiliate guarantees the Company compensation of losses caused by unauthorized disclosure (use) of confidential information.
10. COMPLAINTS AND DISPUTE RESOLUTION
10.1. The Parties should attempt to settle all disputes through negotiations.
10.2. In the event of a dispute, the Affiliate has the right to send a complaint to the following email address: support@binpartner.com.
10.3. The Affiliate’s complaint will be considered within five (5) business days from the date of receipt, provided that the complaint contains a reasoned description of violations of the terms of the Affiliate Agreement by the Company and the necessary evidence (if any).
10.4. When submitting a complaint, the Affiliate must indicate the following information:
the Affiliate’s information (the Affiliate’s login and email address), date, time and description of the dispute, the Affiliate’s demands;
the amount of the complaint and justification of how it was calculated (if the complaint is subject to monetary valuation);
the circumstances in which the demands are based and evidence supporting them, including relevant clauses of the Affiliate Agreement;
a list of documents attached to the complaint and other evidence certified by the Affiliate (if any);
other information necessary for the settlement of the dispute.
In order for the dispute to be resolved as soon as possible, the Affiliate must provide all the above information in full.
10.5. In the event of non-compliance of the complaint with the requirements set out in clauses 10.4 of this Affiliate Agreement, and/or if any of the following conditions exist,
claims are filed after more than fourteen (14) business days after the date of the dispute;
in the complaint, the Affiliate makes provocative statements, unfounded accusations, or threats of 'denigrating' the business image of the Company;
the received message contains threats, insults, or vocabulary of an obscene nature aimed at the Company and/or its employees,
сonsideration of the Affiliate's complaint may be rejected.
10.6. As part of the dispute's consideration, the Affiliate may be requested to provide additional documents, comments, or information. Consideration of the Affiliate’s complaint is carried out on the basis of the facts stated in it and records of the server logs. When considering a dispute, the records of the server logs shall prevail over other evidence.
10.7. Within ten (10) business days from the day following the date of the complaint, the Company provides the Affiliate with an answer about the measures taken to resolve the dispute, as well as recommendations for further actions by the Affiliate. If the Company needs to obtain additional information to settle the dispute, it is entitled to extend the time for consideration of the complaint with notify of the Affiliate.
10.8. Complaints about the recovery of lost profits and/or compensation for moral damage by the Company are not accepted for consideration.
10.9. A dispute is deemed to be settled if within five (5) business days from the moment a response is sent to the Affiliate, the answer is not appealed by them.
10.10. 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 complaint by the Company.
11. VALIDITY, AMENDMENTS AND TERMINATION OF THE AFFILIATE AGREEMENT
11.1. The Affiliate Agreement becomes legally binding at the time of the Affiliate’s registration on the Website.
11.2. The obligations and rights of the Affiliate and the Company established by the Affiliate Agreement are considered a long-term act and are valid until the termination of the Affiliate Agreement.
11.3. The Company has the discretion at any time to make amendments to the Affiliate Agreement. If amendments are made to the Affiliate Agreement, they will come into force from the moment the amended text of the Affiliate Agreement is posted on the Website, unless a different term for is specified for the amendments to come into force. The Affiliate is obliged to independently familiarize themselves with the current version of the Affiliate Agreement posted on the Website.
11.4. If the Affiliate does not agree to the amended version of the Affiliate Agreement, they must stop promoting the Trading Platform and block their Account by contacting the Company's Affiliate Support Service via email address support@binpartner.com.
11.5. This Affiliate Agreement may be terminated as follows:
- at the initiative of any Party;
- in the case of death/liquidation of the Affiliate or recognition of their legal incapacity;
- in the case of liquidation of the Company.
11.6. Regardless of the basis for termination of the Affiliate Agreement, the Company undertakes to fulfill its obligations to the Affiliate in the manner provided for in the Affiliate Agreement.
11.7. The Affiliate has the right to terminate this Affiliate Agreement at any time, regardless of their motives.
11.8. To terminate this Affiliate Agreement unilaterally, the Affiliate must block their Account by contacting the Company's Affiliate Support Service using the email address support@binpartner.com.
11.9. If at the request of the Affiliate, the Company removes the block on their Account, the Affiliate Agreement resumes its effect according to the version valid at the time of the unblocking.
11.10. The Company has the right to terminate this Affiliate Agreement unilaterally without providing reasons.
11.11. From the moment of termination of the Affiliate Agreement, the Affiliate no longer accrues Affiliate and/or Referral Payouts for new Affiliate Traders. At the same time, the Company continues to pay Affiliate and/or Referral Payouts for already registered Affiliate Traders and Affiliate Referrals for three (3) months from the Affiliate Agreement termination date, provided that the basis for termination was not subclauses (IX), (X) of clause 4.6, or any of the subclauses of clause 8.5 of the Affiliate Agreement.
11.12. In the event of termination of the Affiliate Agreement for any reason, the Affiliate must stop using all Advertising Materials and remove them from their websites and pages on the Internet within three (3) business days from the date of termination.
11.13. The 'Confidentiality' section remains in force during five (5) years after termination of the Affiliate Agreement.
12. MISCELLANEOUS
12.1. The Affiliate does not have the right to fully or partially transfer their rights and obligations under the Affiliate Agreement to a third party.
12.2. The Affiliate or persons acting on their behalf fulfilling the Affiliate Agreement shall not be entitled to declare invalidity, inapplicability, or to contest the provisions of the Affiliate Agreement governing the handling of IP Objects.
12.3. Traders and Affiliate Traders are always considered clients of the Company, which is the sole and exclusive owner of the Trader contact database. The Affiliate shall not be entitled to contact a Trader or Affiliate Trader 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 Company, the latter shall have the right to revoke the approval granted, terminate the Affiliate Agreement unilaterally, and retain any and all Affiliate and/or Referral Payouts due to the Affiliate.
12.4. The Company and the Affiliate are independent agents, and no provisions of the Affiliate Agreement can be interpreted as creating a partnership, joint venture, or agency relationship between the Parties.
12.5. Under no circumstances shall the Company authorize the Affiliate to publish informational messages or any statements on its behalf.
12.6. By accepting the terms of the Affiliate Agreement, the Affiliate agrees to the Affiliate Program Privacy Policy governing the processing of their personal data by the Company.
12.7. By accepting the terms of the Affiliate Agreement, the Affiliate agrees to the Binomo Communication Policy that governs communication on behalf of the Company and applies to all types of advertising materials posted on the Internet by the Affiliate.
12.8. The Affiliate Agreement is the most complete and definitive description of all the terms of cooperation between the Affiliate and the Company and supersedes all preliminary oral or written agreements.
12.9. The Affiliate Agreement is governed by the laws of Saint Vincent and the Grenadines. Any dispute arising out of or in connection with the Affiliate Agreement, including any question regarding its existence, validity, or termination, shall be submitted and finally resolved by the court in accordance with the laws of Saint Vincent and the Grenadines.
12.10. In the case of a discrepancy between the text of this Affiliate Agreement in English and the text in other languages, the version of the Affiliate Agreement in English shall prevail.
Effective March 15, 2023
Appendix 1 to the Affiliate Agreement
Affiliate Program Plans
REVENUE SHARE PLAN
Affiliate Payouts are not fixed by a specific amount and depend on the total trading activity of the Active Affiliate Traders on the Trading Platform. The Affiliate Trader is considered as Active during three hundred and sixty (360) calendar days since registration of such Affiliate Trader on the Trading Platform.
Rates
Rates are indicated in the Affiliate Personal Account depending on geo and other working conditions of the Affiliate.
Statistics
The calculations of Affiliate and Referral Payments are done online in US dollars in the 'Statistics' section of the Affiliate Personal Account.
Referral Payouts
Referral Rate is 5% of the Referral's earnings.
Verification
Affiliate Payouts accrued after their verification by the Company Security Service Department.
Traffic and events that were detected by the Company Security Service Department as post-attribution fraud, will be deducted from the payment amount to the Affiliate.
Payment procedure
The Company 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 Company has the right to refuse early payment or to take a decision within two (2) business days from the date of receipt of the request for early payment of the Affiliate or Referral Payout to the Affiliate.
Other conditions
The Company has the right to unilaterally change Revenue Share Plan rates.
CPA PLAN (PAYMENT FOR THE FIRST DEPOSIT)
Affiliate Payouts are fixed and accrued for each Affiliate Trader who made their first deposit on the Trading Platform no later than the calendar month following the month when such Affiliate Trader had been registered on the Trading Platform.
This plan is available at the request of the Affiliate to their personal manager.
Rates
Rates are determined individually depending on geo and other working conditions of the Affiliate.
Statistics
CPA Mobile: The calculations of Affiliate Payments are done online in US dollars via the AppsFlyer MMP. In such cases, the Affiliate undertakes to open the 'transparency' parameter in their AppsFlyer personal account within one (1) business day since the moment of signing up the CPA Plan.
CPA Web: The calculations of Affiliate Payments are done online in US dollars in the 'Statistics' section of the Affiliate Personal Account.
Verification
The reporting period is 1 (one) calendar month. Calendar month means the number of days, starting from the first day of the month, ending with the last day of the month ('Reporting Period'). After the end of the Reporting Period, the Company within thirty (30) calendar days will close the Reporting Period (will accept the services provided by the Affiliate).
The services are considered to be accepted after the Company sends a letter to the Affiliate's email address specified in the Affiliate Account containing the phrase 'services for the period from __ to __ are accepted'.
Traffic and events that were detected by Appsflyer Protect 360 and/or the Company Security Service Department as a fraud, will be deducted from the payment amount to the Affiliate.
Payment procedure
The Company pays Affiliate and Referral Payouts accrued to the Affiliate within thirty (30) calendar days since the end of the Reporting Period.
Other conditions
The Company has the right to unilaterally change CPA Plan rates.
Appendix 2 to this Affiliate Agreement
List of Prohibited Countries (Territories)
Albania
Afghanistan
Andorra
Australia
Austria
Belarus
Belgium
Bulgaria
Canada
Croatia
Cuba
Cyprus
Czech Republic
Denmark
Estonia
Finland
France
Germany
Greece
Haiti
Hong Kong
Hungary
Iceland
Iran
Iraq
Ireland
Israel
Italy
Jamaica
Japan
Latvia
Libya
Liechtenstein
Lithuania
Luxembourg
Mali
Malta
Moldova
Monaco
Myanmar
the Netherlands
New Zealand
Nicaragua
North Korea
Norway
Palestine
Poland
Portugal
Romania
Russia
Saint Vincent and the Grenadines
San Marino
Senegal
Singapore
Slovakia
Slovenia
South Sudan
Spain
Sweden
Switzerland
Syria
United Arab Emirates
United Kingdom
USA
Vatican
Zimbabwe
