Partners Terms and Conditions
Terms and Conditions
PREAMBLE TO THE AGREEMENT
This Affiliation Agreement (the “Agreement”) consists of:
(i) The Preamble
(ii) Part A: The General Terms & Conditions of the Agreement
(iii) Appendix “A” to the Part A for clients falling under the IFSC regulation
(iv) Part B: Affiliate specific information and terms to be provided and agreed following acceptance of The General Terms & Conditions (Part A).
Appendix B special conditions for clients falling under the Labuan regulation
Part A: GENERAL TERMS & CONDITIONS
The Terms & Conditions may be amended from time to time and it is the obligation of the Affiliate to peruse them frequently.
BY CLICKING THE BOX “I have read, understood and accept the terms of the Agreement”, YOU AGREE TO THE FOLLOWING TERMS, AS A WHOLE.
Definitions & Interpretation
1.1 “Agreement” as defined in the Preamble.
1.2 Account: The uniquely assigned account that is created for each Trader when it completes an account application at any of the Company’s Sites and is approved by the Company.
1.3 Affiliate: A person or entity that received confirmation from the Company, at the Company’s sole discretion, that it has been accepted as an Affiliate, and that it is included in the Program and that it has received a Tracker ID linked to the Site(s) in accordance with the terms of this Agreement.
1.4 Affiliate Fee: The amount payable to the Affiliate due to the (i) Rewards Plans, and/or (ii) the Second Tier-Affiliate Fee (as applicable), based solely and exclusively on the Company’s data and calculations as specified in the Report.
1.5 Affiliate’s Section: The area of the Site(s) where each Affiliate may review the Report, register Second Tier – Affiliates, update their profile, create additional Tracker IDs, select Banners and Text Link and other additional functions. The Company reserves the right to add and/or remove any tools from the Affiliate’s Section at any time, at its sole and absolute discretion.
1.6 “Applicable Law” means all laws of any jurisdiction that are applicable to this Agreement, to any of the Parties hereto or to any activity of any of the Parties hereto, as amended and in force from time to time, and the rules, regulations, orders, licenses or permits issued thereunder, including, without limitation, any rules, regulations, orders, licenses and permits of any Competent Authority.
1.7 Applicant: A person who submits a Registration Form and accepts the Terms & Conditions for joining the Affiliates Program.
1.8 Banner and Text Link: Any means of graphics, pictures, animation, artwork or text that an Affiliate uses to promote the Program and/or to hyperlink Traders from Affiliate’s website to the Site(s).
1.9 Bonus: Such incentives awarded or given to Traders from time to time to encourage their activity as a Trader.
1.10 Company and Related Entity Marks: means Trademarks, trade names, service names, Banners and Text Links, marketing tools, logos of the Company and its suppliers placed on the Trading Platform or otherwise used with respect to the Trading Platform or the Site(s) by the Company and all similar proprietary rights, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith, and all rights to corporate names, metatags and universal resource locators owned or used by the Company, including without limitation “SeguroFx.com“ and any other mark as may be used by the Company, from time to time.
1.11 Cost per Action: The Affiliate receives payments according to certain types of predetermined qualifying actions, which currently include the Qualified Traders acquisition action and the Leads generating action. The Qualified Traders acquisition action is linked with the Cost per Acquisition Rewards Plan (CPA Plan) and the Leads generating action is linked with the Cost per Lead Rewards Plan (CPL Plan).
1.12 Cost per Acquisition Rewards Plan (‘CPA Plan’): An Affiliate Rewards Plan where Affiliate shall receive its Affiliate Fee according to the number of new Qualified Traders referred by it to the Site(s) and the Affiliate Fee as shall be specified in the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion. For example, if an Affiliate is entitled to receive US $350 per Qualified Trader, and Affiliate referred 30 Traders in a calendar certain month, 20 of which become Qualified Traders, Affiliate shall be entitled to receive consideration for such month: 20*$350 = US$ 7000.
1.13 Cost per Lead Rewards Plan (‘CPL Plan’): An Affiliate Rewards Plan where Affiliate shall receive its Affiliate Fee according to the number of Leads it generates to the Site(s) via the use of Marketing Material and the Affiliate Fee as shall be specified in the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion. For example, if an Affiliate is entitled to receive US $5 per Lead, and Affiliate used a Banner which is clicked 2000 times in a certain calendar month and 40 clicks converted to a Lead, Affiliate shall be entitled to receive consideration for such month: 40*$5 = US$ 200.
1.14 Fraud Traffic: Any deposits, Gross Revenue or traffic generated at the Site(s) through illegal means or in bad faith to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes, but is not limited to, spam, false advertising, “cold leads” false or fraud leads generated by computer systems not representing human users, double leads, test leads, wrong number leads, leads from excluded countries, underage leads, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fee directly or indirectly with Traders, and any other unauthorized use of any third party accounts, copyrights or trademarks.
1.15 Hybrid Plan: An Affiliate Rewards Plan which combines elements of CPA Plan and Revenue Sharing Plan, CPL Plan and Revenue Sharing Plan, CPA Plan and CPL Plan or any other combination according to pre-determined rates and conditions specified in the Agreement and the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion or negotiated with the Affiliates manager. See also definition of CPA Plan above and Revenue Sharing Plan below. For example, if according to a Hybrid Rewards Plan combining elements of CPA Plan and Revenue Sharing Plan an Affiliate is entitled to receive US $250 per Qualified Trader referred by it to the Site(s) (CPA element) AND 15% for Monthly Gross Revenue generated per Qualified Trader (Revenue Sharing element); and Affiliate referred 20 Qualified Traders in a certain month which generated a total of US $30,000, Affiliate shall be entitled to receive consideration for such month: CPA element + Revenue Sharing element: (20 *$250) + (15% * $30,000) = $5000 + $4,500 = US$ 9,500.
NB: The percentage in relation to the Revenue Sharing Plan will remain fixed provided that the Affiliate refers to the Site(s) on a calendar month basis, a target number of persons which become Qualified Traders. If the Affiliate does not achieve the target, the percentage will decrease by a certain percentage. The current target number of persons and the percentages mentioned above, will be stated in Part B.
Example: CPA Plan element Affiliate Fee: Fixed fee of 250 US $ per new Qualified Trader referred by Affiliate to the Site(s).
Revenue Sharing Plan element Affiliate Fee (only available to Affiliates under IFSC regulation): Target is to refer 20 new Qualified Traders per calendar month. If target is achieved, the revenue sharing percentage for the Revenue Sharing Plan will remain fixed at 15%. If not, it will decrease by 5% each time.
Month A
Month B
Month C
See also example of Revenue Sharing Plan below, for comparison purposes.
1.16 “Intellectual Property” means but is not limited to the Company and Related Entities Banners, Text Links, creatives, content, logos, trademarks, copyright, literature, know how, patents, client lists, the easytech platform, literature, business strategies, e-books, tables, charts.
1.17 Lead: The provision, by a human user who may legally become a Qualified Trader, of certain contact details to the Site(s) and fulfillment of certain conditions as updated from time to time at the Company’s sole and absolute discretion.
1.18 Marketing Material: Any material used by an Affiliate in order to promote any activity related to the Company or the Site(s), including the Company Intellectual Property that an Affiliate uses AS IS or further develops with the approval of the Company to refer or hyperlink Traders from the Affiliate’s website to the Site(s).
1.19 Marketing Plan: Any Rewards Plan other than the Cost per Acquisition Plan, Cost per Lead Plan, Revenue Sharing Plan or Hybrid Plan, as will be agreed upon between the Parties and stated in Part B of this Agreement and the Affiliate’s Section.
1.20 Monthly Gross Revenue: The aggregate value of the revenues actually received by the Company from each Trader within a calendar month, solely as a result of activity by the Trader on the Trading Platform, less any Bonuses given to the Trader, charge backs, or any un-collectable revenue attributable to the Trader. For illustration purpose only, in the event a Trader executed during a calendar month a total of 5 transactions, and from each transaction the Company actually collected revenues equal to US$1, US$2, US$4, US$6 and US$7, respectively, and during such calendar month the Company gave such Trader a US $5 Bonus, the Gross Revenue of such Trader during such calendar month shall be: (1+2+4+6+7-5) = US$ 15.
1.21 Non-Active Affiliate: Any Affiliate generating less than twelve (12) new Qualified Traders, directly or via Second Tier-Affiliates, during any consecutive twelve (12) months period.
1.22 “Parties” means the two parties to the Agreement, that is Affiliate and the Company, which shall be collectively referred to as the “Parties” and individually as the “Party” to the Agreement.
1.23 Program: Company’s affiliate program registered in Hong Kong
1.24 Qualified Trader: A human user who was directed by an Affiliate and identified by a Tracker ID assigned to such Affiliate or identified by entering a sign up bonus code assigned to such Affiliate; provided that:
(i) such Affiliate is confirmed by Company as included in the Program and is linked to the Site(s) in accordance with this Agreement; and
(ii) such user, uses a unique and valid Internet Protocol (‘IP’) address; and
(iii) such user has been approved by the Company and has satisfied certain minimum trading conditions as shall be specified by the Program from time to time, and currently include the following:
The user made a minimum real money deposit of at least US$ 250, and
The user has made a minimum of 8 trades, or
The user made trades equivalent to 50% of the amount deposited to its account in the first 24 hours; and
(iv) such user is not already registered to the Site(s) under a different name or through a different identity. It is hereby clarified that neither an Affiliate nor any of its Affiliated Parties are eligible to become Qualified Traders under such Affiliate’s Tracker ID(s), and should Affiliate or any of its Affiliated Parties do so register, Affiliate will not be eligible to receive the applicable reward or any other consideration whatsoever.
For the purposes hereof, the term “Affiliated Party” shall mean any of the following:
any member of Affiliate’s immediate family;
any individual, corporation, partnership, joint venture, trust, and any other body corporate or unincorporated organization, directly or indirectly controlling, controlled by or under common control with Affiliate.
1.25 Registration Form: A registration form located at the Site(s) or Affiliate’s Section for participation in the Program.
1.26 Related Entity: any entity that, directly or indirectly, controls, is controlled by, or is under common control with the Company, or is otherwise determined by the Company as Related Entity. Where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
1.27 Report: Information regarding the Affiliate Fees, Trader tracking and other information relevant to the Affiliate provided by the Company to the Affiliate in the Affiliate’s Section.
1.28 Revenue Sharing Plan: An Affiliate Rewards Plan where the Affiliate Fee payable is calculated as a percentage of the Monthly Gross Revenue of the Qualified Traders referred by and tracked to such Affiliate and certain conditions; and the percentage and conditions shall be specified in the Agreement and the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion. The percentage will remain fixed provided that the Affiliate refers to the Site(s) on a calendar month basis, a target number of persons which become Qualified Traders. If the Affiliate does not achieve the target, the percentage will decrease by a certain percentage. The current target number of persons and the percentages mentioned above, will be stated in Part B.
Example: Target is to refer 20 new Qualified Traders per calendar month. If target is achieved, the revenue sharing percentage for the Revenue Sharing Plan will remain fixed at 20%; otherwise it will decrease by 5%. If the Affiliate refers 30 Qualified Traders in calendar month A and the Qualified Traders generate $ 30,000 of Monthly Gross Revenue, the Affiliate Fee for month A will be: 20% of $ 30,000 = $6,000. In calendar month B, if target is not achieved, then the revenue sharing percentage will decrease by 5%, and will become 15%. Therefore, if the Qualified Traders in calendar month B referred by Affiliate generate the same amount of Monthly Gross Revenue as in month A, the Affiliate Fee for month B will be: 15% of $ 30,000 = $4,500. In calendar month C, if target is achieved, then the revenue sharing percentage will rise to the fixed percentage (20%); if not, it will decrease by 5% and will become 10%, and so on.
Month A
Month B
Month C
1.29 Rewards Plans: CPA Plan, CPL Plan, Revenue Sharing Plan, Hybrid Plan or Marketing Plan or any other plans that may be specified by the Company from time to time or any other financial model agreed between the Parties to compensate the Affiliate for its marketing activities.
1.30 Second Tier–Affiliate: Subject to the Company’s prior written approval, Affiliates may refer third parties, that are not and were not registered as Affiliates, as Second Tier – Affiliates. As a precondition to the registration of a Second Tier – Affiliate, the Affiliate shall be required to procure the registration of such Second Tier – Affiliate via a link located in the Affiliate’s Section or account. In the event that the Company shall, in its sole and absolute discretion, accept such Second Tier-Affiliate(s), such acceptance shall be included in the Report. The Company may change the preconditions stated above from time-to-time, at the Company’s sole and absolute discretion, but this shall not affect already accepted Second Tier – Affiliates.
1.31 Site(s): SeguroFx.com and any other website as may be added by the Company, in its sole and absolute discretion, from time to time.
1.32 Spam or Unsolicited Promotions: Any emails or any other messages that are circulated by Affiliate, directly or indirectly, including messages that are posted on social media networks, newsgroups, forums, chat boards and other types of online media and which: (i) are directed at third parties who have not consented in writing in advance to receiving promotional messages from such Affiliate; (ii) contain false or misleading statements; (iii) do not truthfully identify the source or the originating IP Address from which it was sent; or (iv) do not provide the recipient with an option to easily be removed from receiving future mailings or promotions.
1.33 Tracker(s) ID: The unique Tracking ID, which is related to the Tracker URL or sign up bonus codes that the Company provides exclusively to the Affiliate, through which the Company tracks and calculates the Affiliate Fee.
1.34 Tracking URL: A unique hyperlink to the Site(s) enabling an Affiliate to refer pod such specific Trader for the purpose of calculating the Affiliate Fee.
1.35 Trademarks: All trademarks (registered and unregistered), service marks and logos displayed on the Site(s).
1.36 Trader(s): Any user of the Trading Platform(s) that the Company promotes.
1.37 Trading Platform: The Company’s promoted platform dedicated for online trading, allowing participants to trade online either for fun or for real money, and including the platform’s billing, support, retention and promotion services and activities.
INTERPRETATION
1.38 The Preamble of the Agreement constitutes a part of it.
1.39 The headings of the clauses of this Agreement shall be used solely for ease of reference and shall not be construed as part of the Agreement.
1.40 Save where the context otherwise provides, the neuter gender shall include the masculine and the female gender and vice versa; and the singular form shall include the plural form and vice versa.
1.41 Reference to any agreement (including, without limitation, to the present Agreement) or to any other document, shall be deemed to include references to them as these may from time to time be amended, renewed or replaced and to all agreements and documents which are declared to be supplementary to them or are attached thereto.
1.42 References to any act, regulation, code of practice or statutory order include any amendment, re-enactment or extension of that act, regulation, code of practice or statutory order and in the case of an act include any relevant regulation, code of practice or order made under it.
1.43 Precedence. If there is any conflict, apparent conflict or ambiguity in or between any of the clauses of the Agreement set out below, the clauses will be applied in the following order of precedence with the clauses higher in the order of precedence prevailing:
(i) the Preamble;
(ii) the Clauses of Part A;
(iii) Appendix “A” of Part A;
(iv) the Clauses of Part B; and
(v) any other document referred to in this Agreement.
1.44 Except as expressly otherwise provided in this Agreement, any reference to “writing” or “written” includes faxes, e-mails and any legible reproduction of characters delivered in legible and durable form.
1.45 Reference to the words “include” or “including” are to be construed without limitation to the generality of the preceding words.
2. SCOPE OF THE AGREEMENT
The Company is an international firm providing marketing services in a broad range of activities, including marketing of online trading, and has established a network of Affiliates in a number of territories for this purpose. Pursuant to the continued adherence to the Terms & Conditions included herein, the Company grants persons the non-exclusive and non-transferable right to join the Company’s Affiliate Program, and benefit from the Company Affiliates’ Rewards Plans.
3. JOINING THE COMPANY’S AFFILIATE PROGRAM
3.1 In order to join and participate in the Program, the Applicant must be of 18 years or older. The Applicant must submit a Registration Form, which may be accepted or rejected by the Company at its sole discretion. The Company shall assess and inform each applicant whether the Company approves the applicant as an Affiliate. If the Company decides to approve the Applicant, the current Terms & Conditions become binding and enforceable, and constitute an inseparable part of the Affiliation Agreement.
3.2 Upon the Company’s notification to the Applicant that that s/he has been accepted as an Affiliate, the Company grants the Affiliate the non-exclusive and nontransferable right to direct potential Traders, Qualified Traders and Second TierAffiliates to the Site(s), subject to the terms and conditions of this Agreement.
3.3 This Agreement does not grant the Affiliate an exclusive right or privilege to assist the Company in the provision of services arising from Affiliate’s referrals, and the Company intends to contract with and obtain the assistance of other Affiliates to perform services of the same or similar nature as those provided by the Affiliate. Affiliate shall have no claims to fees originated from Traders and/or Qualified Traders and/or Referred-Affiliates not referred solely by it.
4. REWARDS PLANS & PAYMENT
4.1 Subject to any applicable regulation and the Company’s approval, the Applicant shall choose a Rewards Plan on the Program Participation Form.
AFFILIATE FEE
4.2 The Affiliate is entitled to an Affiliate Fee according to the (i) Rewards Plan, and/or (ii) the Second Tier-Affiliate fee (as applicable), based solely and exclusively on the Company’s data and calculations as specified in the Report. The Affiliate Fee shall be calculated as follows:
4.2.1. In relation to the CPA Plan: The Affiliate Fee for each Qualified Trader referred by an Affiliate to the Site(s) shall be specified in the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion.
4.2.2. In relation to the CPL Plan: The Affiliate Fee for each Lead to the Site(s) shall be specified in the Affiliate’s Section, as updated from time to time at the Company’s sole and absolute discretion.
4.2.3. In relation to the Revenue Sharing Plan: The Affiliate Fee shall be that percentage of the Monthly Gross Revenue of the Qualified Traders referred by and tracked to such Affiliate. The percentage shall be specified in the Affiliate’s Section as updated from time to time at the Company’s sole and absolute discretion.
4.2.4. In relation to the Hybrid Rewards Plan: The Affiliate Fee will be the sum total of the fees accruing from the operation of the combined plan elements as shall be specified in the Affiliate’s Section, and updated from time to time at the Company’s sole and absolute discretion.
4.2.5. In relation to Second Tier-Affiliates: The Affiliate shall be entitled to a Second Tier – Affiliate Fee equal to a fixed percentage of the monthly fee related to the actions of each Second Tier – Affiliate (which has been referred by the specific Affiliate and has been accepted as such by the Company); and this percentage shall be stated in Part B of the Affiliation Agreement. The above percentage may be amended by the Company from time to time at the Company’s sole and absolute discretion. By way of example, if the Second Tier – Affiliate is entitled to fees of US $3000 for a given month, and the percentage the Affiliate is entitled is at a level of 10%, then the Affiliate shall be entitled to US$ 300 as Second TierAffiliate Fee.
4.2.6. In relation to the Marketing Plan: The Affiliate Fee in respect of the Marketing Plan will be agreed upon between the Parties and stated in Part B of this Agreement and the Affiliate’s Section.
PAYMENT
4.3 Tracking and Payment: The Company shall track Traders’ activity for the purpose of calculating the Affiliate Fee and such information shall be available to the Affiliate in the Affiliate’s Section. The Affiliate Fee shall be paid on a monthly basis in accordance with the information set forth in the Report.
4.4 Time of Payment: Unless otherwise agreed and expressly stated in Part B, Affiliate Fee will be payable once a calendar month, within 15 days after the end of each calendar month provided that it equals or exceeds the minimum monthly threshold. Due to imposed banking charges, the minimum threshold on a monthly performance is set at US $ 100. In the event that the Affiliate’s balance at the end of a calendar month is less than US $ 100, such balance shall be carried over and added to the next month’s Affiliate Fee. In the event that a monthly Affiliate Fee due is not claimed within six (6) consecutive calendar months, then the amount due will be voided and cancelled.
4.5 Method of Payment: Unless otherwise agreed and expressly stated in Part B, Payments of Affiliate Fees by the Company shall be made in any currency and method as may be determined by Company, in accordance with the Company’s policy and subject to Applicable Law. Charges for wires or courier charges for checks will be covered by Affiliate and deducted from the Affiliate Fee
4.6 FEE PAYABLE FOR QUALIFIED TRADERS ONLY. IN ADDITION TO ANY OTHER TERMS AND CONDITIONS SET FORTH ANYWHERE IN THIS AGREEMENT OR UNDER GOVERNING OR ANY APPLICABLE LAW, AFFILIATE SHALL NOT BE ENTITLED TO RECEIVE ANY AFFILIATE FEE FOR ANY TRADER UNLESS AND UNTIL SUCH TRADER HAS BEEN APPROVED AND QUALIFIED BY THE COMPANY AS A QUALIFIED TRADER. FOR THE REMOVAL OF ANY DOUBT IT IS HEREBY CLARIFIED THAT THE COMPANY RESERVES THE RIGHT, AT ITS SOLE AND ABSOLUTE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE, AT ANY TIME, ANY CRITERIA APPLYING TO ANY OF THE REWARDS PLANS, INCLUDING WITHOUT LIMITATION, SETTING ANY BASELINE, THRESHOLD, MINIMUM DEPOSITS/EARNINGS AND/OR OTHER REQUIREMENT(S) FOR QUALIFYING INTO ANY OF THE REWARDS PLANS AND/OR FOR RECEIVING ANY AFFILIATE FEE SET FORTH HEREUNDER.
4.7 Trader Verification: Affiliate Fee in relation to new Qualified Traders will be made only following Company’s verification and checks concerning all new Traders in accordance to the requirements of any applicable law and the Company’s internal verification process.
4.8 ENTITLEMENT TO AFFILIATE FEES: NOTWITHSTANDING ANYTHING TO THE CONTRARY, AFFILIATE UNDER ANY REWARDS PLANS SHALL BE NO LONGER ENTITLED TO RECEIVE AFFILIATE FEE PER ANY TRADER AND/OR SECOND TIER-AFFILIATE CARRYING AFFILIATE’S TRACKER ID FOLLOWING 12 MONTHS FROM THE DATE SUCH TRADER REFERRED-AFFILIATE AND/OR SUB AFFILIATE REGISTERED TO THE SITE.
4.9 Non-Active Affiliate: It is hereby clarified that notwithstanding the forgoing, a Non- Active Affiliate shall not be entitled to receive any Affiliation Fee from the Company.
4.10 Holdover for Non-Compliance: Notwithstanding the forgoing, the Company may, at its sole and absolute discretion, withhold, delay or deny payment of the Affiliate Fee in any of the following cases: (i) the Company has reason to believe that the Affiliate’s activity is not in compliance with any applicable law; (ii) the Company has reason to believe that the Affiliate’s activity is in breach of this Agreement; (iii) the Affiliate has failed to complete any form as may be required by the Company or has completed misleading or incorrect information in a form provided by Affiliate to the Company; (iv) the Affiliate has failed to provide any document as may be demanded by the Company; and/ or (v) the Company has been notified by any third party of the alleged infringement of property or rights (e.g. intellectual property rights) by the Affiliate or by the Affiliate’s activity. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
4.11 Holdover for Fraud Traffic: Notwithstanding the forgoing, in the event that any activity in Affiliate’s account, or in any account which appears to be controlled or managed by the Affiliate, is deemed suspicious by the Company at its sole determination, the Company may at its own discretion delay payment of the Affiliate Fee to the Affiliate for up to one hundred and eighty (180) days in order to verify the relevant transactions. In the event that the Company determines the activity constitutes Fraud Traffic, the Company shall recalculate or withhold the Affiliate Fee accordingly and in its sole discretion. Without derogating from the forgoing in this clause 4.11, it is hereby clarified that in any event that the Company determines that Affiliate is involved, whether directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to the Company, including without limitation to the Site(s), Account(s), Bonus(es), Qualified Trader(s), Sub–Affiliate(s) and/or Second Tier – Affiliate(s) the Company shall have the right, in addition to any other right or remedy available to it under this Agreement or Governing or any Applicable Law, to render the Tracking URLs assigned to such Affiliate inoperative, and immediately block Affiliate’s access to the Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Site(s) in respect of such action taken by Company.
4.12 Trader Tracking: Affiliate represents that it is aware and agrees that upon signing up as a Trader, each Trader must link through a Tracking URL or enter a sign up bonus code provided to it by the Affiliate to enable the Affiliate (and Second Tier-Affiliates, if applicable) to receive Affiliate Fee in relation to such potential Trader(s). In no event shall the Company be liable, and Affiliate specifically waives any claim or demand for failure of Affiliate, Second-