Introducing Broker Agreement This Introducing Broker Agreement (the Agreement) is made and executed by and between Explore Corp Limited (the Introducing Broker Manager, EMFX, we or us) and the entity or person registered to be an Introducing Broker (IB) on the application page located at this web site. This Agreement sets out the terms and conditions that apply to the Introducing Broker program run by EMFX (IB Program) pursuant to which the IB shall promote and market EMFX s services and products (EMFX Products) available at the websites owned and operated by EMFX (EMFX Portal). By applying to be an IB (by clicking on the apply for IB button on the application page); downloading any Creative (as defined below) and placing them on any IB Site (as defined below); or accepting any commission from the IB Program, you (if you are an individual) or your company (if you are acting on behalf of your company) shall be deemed to have read, understood and agreed to be bound by the terms and conditions of this Agreement. 1) REGISTRATION AND COMMENCEMENT a) The IB shall apply to join the IB Program by completing the application form on the application page. b) The IB is required to meet and maintain the following eligibility criteria: i) The IB must provide EMFX with complete, accurate and up to date information when applying to become an IB, including full name; address; and any details required in the application form. ii) The IB is limited to one (1) IB account. In the event an IB is also an affiliate of EMFX, the same account shall be used. iii) The IB must be at least eighteen (18) years of age to become an IB; iv) The person agreeing to this Agreement on behalf of a company represents to EMFX that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of the IB, this Agreement has been duly authorized and that it will constitute a legal, valid and binding obligation of the IB, and v) The IB may be required, from time to time, to positively verify its information. c) The acceptance or rejection of the IB s application shall be at EMFX s sole discretion. If accepted this Agreement shall become effective upon the date that EMFX gives notice to the IB that the application has been successful, until such time it is terminated in accordance with the terms of this Agreement. 2) IB PROGRAM LICENCE a) From the moment the IB s application is accepted by EMFX, the IB has the rights in his/her own name to: i) Carry out advertising campaigns in the interest of EMFX. ii) Hold events directed towards the acquisition of new clients to EMFX, provided the events do not violate the laws of the country in which they are held, or of the country of residence of the IB. iii) Advise new clients on EMFX s line of business and service offering, the competitive advantages of EMFX and other terms and conditions. iv) Communicate all necessary information about EMFX to clients, including EMFX s general and special conditions for the provision of services. 1
v) Help new clients get acquainted with the EMFX site and platforms and refer and clarify documents and information posted on the EMFX website. b) EMFX hereby grants to the IB a limited, revocable, non-exclusive, non-transferable license (without the right to sub-license) to use and display all relevant trademarks and logos (the Brand Features) solely as necessary to perform the IB s obligations under this Agreement. c) EMFX will make available to the IB access to the IB Program website and the IB link (meaning a URL hidden behind a formatting option that may take the form of a colored item of text (such as URL description), logo or image, button or graphic box, and which allows a user to automatically move to or between www sites). d) The IB acknowledges and agrees that any marketing and/or promotional material relating to EMFX, together with all copyrights, trademarks, patents, customer details (including potential customers), customer lists, affiliate lists, IB lists, know-how, sales-information (including any information collected about click-through rates and service and product sales at the EMFX Portal and any trading information), web-sites, documents, tools and methodologies, unless otherwise expressly indicated, shall be and remain the sole and exclusive property of EMFX. e) The EMFX Portal, the EMFX Products, the creative and related services are provided as is and with no warranty. The IB expressly disclaims any warranty, express or implied. 3) OBLIGATIONS OF THE INTRODUCING BROKER a) The IB shall perform its obligations hereunder in accordance with the highest possible applicable industry standards and in compliance with all applicable laws, rules and regulations. It is the responsibility of the IB to ascertain the terms of and comply with any local law or regulation to which they are subject. b) The IB Is obligated to put forth maximum effort in acquiring clients to EMFX. c) The IB is obligated to immediately inform EMFX of any interference in the IB s activity. d) The IB shall not promote the Introducing Broker Program or any products or services available from the EMFX Portal to potential customers in countries that are specified as Non-Territory. The list of Non-Territory countries will be available on an ongoing basis on the EMFX website and is subject to change. The IB is responsible for ensuring it is aware of the contents of the list. e) In order to protect the product, service, brand and goodwill of EMFX, the IB hereby acknowledges, covenants, undertakes and warrants: i) that the IB Link provided by EMFX for inclusion in web sites owned or operated by the IB (the IB Site, which shall include all other websites (directly or indirectly) owned, controlled or hosted by the IB) will include the Brand Features and the IB has no right to alter, remove or customize; ii) not to use or display the IB Link or the Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of EMFX; iii) not to use the words/trademarks EMFX / EXPLORE MARKETS BROKER / EXPLORE MARKETS in any way or manner whatsoever, including but not limited to spelled in any possible way (including with typos, spaces, signs, symbols or in any other way) in destination urls and domains. This means that the IB shall not register, acquire, use, purchase or obtain Internet domain name which incorporates any word or words which are identical, or confusingly or substantially similar to EMFX, EXPLORE MARKETS, EXPLORE MARKETS BROKER or any variations, translations or misspellings thereof, included as part of the address; iv) that any logos used on the IB Site shall be distinctly different to the Brand Features (save for any logo that may be provided by EMFX for use by the IB under or pursuant to this Agreement); v) To promptly comply at its own costs with any reasonable requests from EMFX to make such changes, alterations or amendments to any aspect of the IB Site which is or can be regarded 2
to be confusingly or significantly similar to any element of the EMFX Portal. vi) Not to engage in any broadcasting, faxing and or telemarketing practice referring to the IB Program or EMFX, or engage in any use of forced traffic or predatory marketing techniques. f) The IB will be solely responsible for the development, operation and maintenance of the IB Site and for all materials that appears on the IB Site, including but not limited to: i) The accuracy an appropriateness of materials posted on the IB Site; ii) Ensuring that materials posted on the IB Site do not violate or infringe upon the rights of any third party; iii) Ensuring that the IB Site does not contain any improper content (including, but not limited to) (1) containing or linking to any pornographic material, (2) Encouraging illegal activity or discrimination, (3) Content which could result in liability or adverse publicity to EMFX; and iv) Ensuring that the IB Site does not engage in any improper promotion and complies with any applicable law or regulation g) The IB hereby represents and warrants that during the term of the Agreement, and for a period of two (2) years thereafter, regardless of the cause of termination, the IB shall not divert or attempt to divert, any business of, or any customer of EMFX, to any other competitive establishment, by direct, or indirect inducement or otherwise. 4) COMMISSION AND PAYMENTS a) The IB shall be entitled to receive commission in relation to the trading activities of customers. IB customers will all be defined as either IB Third Party Customers or IB Driven Customers for the purposes of commission payments to the IB. b) An IB Third Party Customer means a pre-existing customer of EMFX who has not been introduced by the IB. However, an IB Third Party Customer shall have discussed and agreed with the IB that their transactions will be subject to an IB Charge. The IB Charge is an amount equal to an agreed number of pip(s) per standard lot on every completed transaction undertaken by the IB Third Party Customer. The number of pip (s) shall be as discussed and agreed between the IB Third Party Customer and the IB, however the maximum number of pip (s) is 20 (twenty). The customer shall provide their Client Trading Account Holder Name and Client Trading Account Holder Email Address to the IB and the IB shall provide an IB Charges Form (as set out in Schedule 1) to EMFX setting out the agreed IB Charge. In relation to IB Third Party Customers, no Introducers Commission (as set out in Schedule 2) shall be payable to the IB. The IB shall not complete and send an IB Charges Form to EMFX unless the Customer has understood and agreed to the IB Charge. c) An IB Driven Customer means any customer who accesses the EMFX Portal through an IB Link and successfully opens an account with EMFX, or any customer who successfully opens an account with EMFX and specifies an IB Coupon (meaning an alphanumeric code allocated to the IB by EMFX that the IB can provide to potential clients for use during the account opening process) in such account opening. d) An IB Driven Customer is required to be a single account user and the only account holder per household, and in addition, is required to be a customer opening an account for the first time ( a demo account is not counted for this purpose). e) In relation to IB Driven Customers, the IB will be entitled to receive the Introducers Commission (as set out in Schedule 2). In addition, if EMFX has received a completed IB Charges Form in relation to an IB Driven Customer, the IB will also be entitled to receive the IB Charge. Prior to providing EMFX with a competed IB Charges Form the IB shall discuss and agree with the IB that their transactions will be subject to the IB Charge. In the event that an IB has not provided an IB 3
Charges Form in relation to an IB Driven Customer, only the Introducers Commission (as set out in Schedule 2) shall be payable. f) For the avoidance of doubt, in the event that an IB is also an affiliate of EMFX, only the Introducers Commission (as set out in this Agreement) shall be payable and no affiliate commission (under the Affiliate Agreement) shall be payable. g) Commission payable shall be calculated on a monthly basis and a summary report showing the calculation of the Commissions shall be supplied to the IB. Commissions shall be payable within ten (10) Business Days of the applicable month-end. h) The Commission shall be payable in USD (exchanged at the prevailing rate of interest). Payment shall be made by wire transfer or digital currency, or such other option made available by EMFX and selected by the IB on the application page. Any payment transfer fees will be deducted from the payment remitted. i) The Commission shall not be due in any month in which the total Commissions owed to Affiliate is less than USD 50.00 and such amount will be carried over and paid in the next month in which the aggregate Commissions owed equals or exceeds USD 50.00. j) The Commission may be reduced in the event of credit card fraud, and EMFX may reverse any commission paid, and subtract from future payments to the IB, if EMFX receives a charge back on a transaction from any IB Customer. k) In the event that EMFX deems that possible fraudulent activity has been executed by the IB or an IB Customer, EMFX reserves the right to withhold any Commissions pending investigation. 5) LEVEL-UP PROGRAM a) This paragraph shall apply in the event that the IB introduces prospective affiliates and is compensated through the EMFX s Level Up Affiliate Program. Under this program, commission is payable in relation to each Sub-Affiliate introduced by an Affiliate or IB. b) A Sub-Affiliate means any person who accesses the EMFX Portal through an Affiliate or IB Link and successfully applies to be an Affiliate. A successful application shall mean that a prospective affiliate has: i) met all the affiliate membership requirements and responsibilities; ii) Been accepted by EMFX, in its sole and absolute discretion; iii) Registered as an affiliate on the Registration Page and iv) Begun actively promoting EMFX, EMFX Related Entities or the Platforms within four (4) weeks of such registration c) The IB shall be entitled to receive a Level-Up Commission in relation to each Sub-Affiliate introduced by the IB. d) The Level Up Commission is an amount equal to 10% of the total Commission received by the Sub-Affiliate under the relevant Affiliate Agreement. e) The Level Up Commission is calculated on a monthly basis and shall be paid in accordance with this Agreement. 6) EMFX RIGHTS a) The IB agrees and acknowledges that EMFX may cease paying Commission in relation to Customers if: i) They access the EMFX trading platform using the same computer as the IB; ii) They are an undisclosed relative of the IB; iii) They create an excessive number of Closed Market Positions; iv) They are in breach of the service agreement entered into between the Customer and EMFX 4
7) CONFIDENTIALITY a) Each Party hereby undertakes to take reasonable steps to prevent unauthorized disclosure of Confidential Information during the continuance of this Agreement and thereafter without limitation of time b) Notwithstanding the foregoing either Party may disclose Confidential Information without the consent of the other party, in the event to the extent such disclosure is required by law or demanded by a competent authority. c) For the purposes of this Agreement, the term Confidential Information shall mean all information which is not publicly known and that is disclosed (by whatever means by one party to another), whether before or after the Commencement Date including any information relating to the products; processes, plans intentions; production information, each Party s customer data, any information relating to Intellectual Property Rights, the terms of this Agreement, market opportunities or business affairs of the disclosing party or its customers or contacts. 8) TERMINATION a) Except as otherwise explicitly provided in this Agreement, this Agreement may be terminated by either party upon two (2) days written notice to the other party, or immediately in the event of breach of the Agreement. b) EMFX shall terminate this Agreement without notice if one (1) year after this Agreement commences the IB does not have at least one (1) IB Driven Customer. EMFX shall consider the IB abandoned the IB s account and such IB s account shall be deleted. c) Upon termination of this Agreement: i) Each party shall return any Confidential Information; ii) The Affiliate shall immediately remove any IB Links; Brand Features and Creative from the IB Site; iii) The IB shall be entitled to receive only such Commissions accrued, but unpaid, as at the effective date of termination; iv) All rights granted to the IB under this Agreement will cease; and v) paragraphs 6; 7; 8; 9; 16 and 17 shall survive. 9) LIMITATION OF LIABILITY a) EMFX shall not be liable for direct, indirect, special or consequential damages (including any loss of revenue, profits, or data) arising in connection with this Agreement or the IB Program. Without limiting the foregoing, the IB Manager s aggregate liability arising with respect to this Agreement shall not exceed 5% of the total commission fees paid or payable to the IB under this Agreement. b) Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. c) EMFX s obligations under this Agreement shall not constitute personal obligations of its directors, officers, or shareholders. 5
10) INDEMNIFICATION a) The IB agrees to indemnify, defend and hold harmless the Indemnified Party (being EMFX, related entities or platforms, managers, directors, employees, subcontractors and officers) with regard to any demand, claim, debt, cause of action or liability, including reasonable legal fees, to the extent that such action arises out of or is based upon: i) The IB s willful misconduct or gross negligence; ii) The IB s breach of any warranty, covenant, representation, or obligation under this Agreement; or iii) The development, operation, maintenance and contents of the IB Site. 11) FORCE MAJEURE If by reason of failure of telecommunications, internet service providers, acts of God or the elements, or governmental restrictions, EMFX is unable to perform in whole or in part its obligations set forth in this Agreement, then the IB shall be relieved of those obligations and such inability to perform shall not make EMFX liable. 12) INDEPENDENT CONTRACTORS a) The Parties to this Agreement are independent contractors. Neither party is a representative or agent of the other party. Neither party shall have any authority, power or right to enter into any other agreement on behalf of or for the other Party, or incur any liability of or obligation to, or otherwise bind the other party. b) This Agreement shall not be interpreted as creating any agency, association, partnership, joint venture or employment relationship between the Parties or to impose any liability in relation to such interpretation upon either Party. 13) ASSIGNMENT This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. EMFX may assign any and all of its rights and obligations here under to any group company. The IB shall have no right to assign any rights or obligations here under to any third party without the prior written consent of EMFX, to be withheld in the EMFX s sole discretion. 14) AMENDMENTS This Agreement may be amended by EMFX only, by providing notice of such amendment on EMFX s website. 15) NOTICE Any notice to be given hereunder will be in writing and provided by facsimile, registered post, or electronic mail. The date of receipt shall be deemed the date on which such notice is sent (facsimile and e-mail) or the date on which the notice is received (registered post). 6
16) ENTIRE AGREEMENT This Agreement, including all appendices hereto, contains the entire agreement between EMFX and the IB with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between EMFX and the IB with respect to the subject matter hereof. 17) GOVERNING LAW AND JURISDICTION The validity of this Agreement, its construction, interpretation and enforcement and the rights of the Parties will be determined in accordance with the laws of England and Wales and the non-exclusive jurisdiction of the English courts. 7
Schedule One IB Charges Form TO EXPLORE MARKETS BROKER Introducing Broker Information IB Name:... IB Master Account Number:... IB MT4 Login:... Client Information Client Name:.. Client Email Address:. Client MT4 Login (include all if more than one client account):.. (Please leave blank if not created yet) IB Charge Under the terms of the Introducing Broker Agreement please accept this form as notification of the above Client s agreement to an Introducing Broker charge. The Introducing Broker Charge is:.pip(s) per standard lot on every completed transaction [IB to complete number] In signing below, I confirm that I, as Introducing Broker, have discussed and agreed the addition of the Introducing Broker Charge with the Client and that they have agreed to its introduction. I acknowledge that I have informed the Client that the Introducing Broker Charge may be removed at any time. Introducing Broker [to be signed by the Introducing Broker] 8
Schedule Two Introducers Commission The Introducers Commission is: a) One (1) Point Value for each Closed Market Position on the Streamster trading platform. b) 50% of the Minimum Spread of the Closed Market Position Forex Instrument for each Closed Market Position on the MetaTrader 4 trading platform. c) 10% of the Minimum Spread of the Closed Market Position CFD Instrument for each Closed Market Position on the MetaTrader 4 trading platform. Market Position: is a market position held by a customer. A market position which is still active is an Open Market Position. Closed Market Position: is a Market Position that is closed (exited). Closed Market Position Instrument: is the financial instrument that the Closed Market Position was on. Point Value: means an amount equal to profit or loss (excluding interest) on a Closed Market Position divided by profit or loss in Points on the same Closed Market Position. One Point is the smallest increment in price of a market instrument. If such profit or loss in Points is less than or equal to four (4), the Point Value is zero (0) for the purpose of this Agreement. Minimum Spread: is the minimum spread on the Closed Market Position Instrument quoted. If profit or loss on the Closed Market Position is zero (0), Minimum Spread is zero (0) for the purpose of this Agreement. Address: 26-27 Southampton St London, United Kingdom [8/8/2015 9:06:04 AM] Victoria Dawson: Hong Kong Telephone: +44 2036374534 9