Between AXISCapital Corp Limited. and the client.
1. Definitions: Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. "Introducing Broker-introduced Visitor" means a unique end-user who accesses the AXISCapital Portal through an Introducing Broker Link on the Introducing Broker Site, or a unique end-user who specifies an Introducing Broker promotion code during the account-opening process at AXISCapital Portal. "Introducing Broker-introduced New Client" means an Introducing Broker-introduced Visitor who opened an AXISCapital account for the first time and such account is not older than one (1) year, and who trades on AXISCapital Trading Desk and purchases AXISCapital's services. "Introducing Broker Activity" means the number of Introducing Broker-Introduced New Clients in a 3 months period (01.01/01.04/01.07/01.10) . "Introducing Broker Promotion code" means an alphanumeric code allocated to the Introducing Broker by AXISCapital that the Introducing Broker can distribute to potential clients allowing AXISCapital to track Introducing Broker-introduced Visitors. "AXISCapital Portal" means the web site owned and operated by AXISCapital, which provides market-related services and products, and which is located primarily at http://www.AXISCapital.com and any successors thereto.
"AXISCapital Trading Desk" means the live, non-virtual trading desk(s) owned and operated by AXISCapital, where clients can trade market instruments through a software application provided by AXISCapital. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. "Link" means a URL hidden behind a formatting option that may take the form of a colored item of text (such as an URL description), logo or image, "button" or graphic box, and which allows a user to automatically move to or between WWW pages, WWW sites or within a WWW document. "Market Position" is a market position held by the Introducing Broker-Driven New Client on AXISCapital Trading Desk. "Open Market Position" is a Market Position that is still active (open). "Closed Market Position" is a Market Position that is closed (exited). "Pip Value" means 1 pip divided by exchange rate and multiplied by the lot size. If profit or loss in pips is less than or equal to the spread of taken currency pair the Pip Value is zero (0) for the purpose of this Agreement.
2. Links and Promotion Code: Introducing Broker agrees to promptly post at least one Link (the "Introducing Broker Link(s)") to the AXISCapital Portal at one (or more) web sites owned or operated by Introducing Broker (the "Introducing Broker Site") in no event later than five (5) business days following the receipt by Introducing Broker of an Acceptance Notice (as defined in Section 3 below). AXISCapital will make available to Introducing Broker the Introducing Broker Link. Introducing Broker acknowledges that the Introducing Broker Link provided by AXISCapital for inclusion in the Introducing Broker Site will include the AXISCapital trade name, trademark, service mark and / or logo (the "AXISCapital Brand Features"), and Introducing Broker has no right to alter, remove, or customize the AXISCapital Brand Features. Introducing Broker will not use or display the Introducing Broker Link(s) or the AXISCapital Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of AXISCapital, or the goodwill associated with the AXISCapital Brand Features. AXISCapital's Portal utilizes cookie technology to recognize Introducing Broker-Introduced Visitors. Because visitors can delete or otherwise remove the cookie, AXISCapital will provide a number of Introducing Broker Promotion Code to the Introducing Broker. The Introducing Broker can distribute the Introducing Broker Promotion Code to potential clients, which they will be asked to specify during the account-opening process on AXISCapital Portal, making sure AXISCapital Portal recognizes Introducing Broker-Introduced Visitor.
3. No Obligation to Accept; Effectiveness of Agreement: AXISCapital may refuse to enter into this Agreement for any reason, including, without limitation (a) if Introducing Broker Site promotes a product or service competitive to AXISCapital ("Improper Promotion"); (b) if Introducing Broker Site (i) contains or links to any pornographic material, (ii) encourages illegal activity or discrimination, (iii) is regarded by AXISCapital as inappropriate, or (iv) could result in liability or adverse publicity to AXISCapital (collectively, "Improper Content"); or (c) if to do so would violate any applicable law, regulation or third party right. This Agreement will only become effective upon receipt by Introducing Broker of e-mail confirmation from AXISCapital that AXISCapital has accepted Introducing Broker into the Program (the "Acceptance Notice"). Following acceptance, AXISCapital reserves the right to terminate this Agreement immediately upon notice to Introducing Broker if Introducing Broker Site contains any Improper Content or Improper Promotions.
4. Introducing Broker Obligations: Introducing Broker will be solely responsible for the development, operation and maintenance of Introducing Broker Site and for all materials that appear on Introducing Broker Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Introducing Broker Site; (b) ensuring that materials posted on Introducing Broker Site do not violate or infringe upon the rights of any third party; (c) ensuring that the Introducing Broker Site does not contain any Improper Content; and (d) ensuring that the Introducing Broker Site does not engage in any Improper Promotion. Introducing Broker hereby agrees to indemnify and hold AXISCapital harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Introducing Broker Site.
5. Payments: Rebates for your direct customers will be paid (values for all currency pairs): • 1.0 pip for All Accounts for each traded lot per round turn. Rebates are calculated daily and can be withdrawn at any time without restrictions The applicable amounts payable to Introducing Broker by AXISCapital pursuant to this Section shall be referred to as "Commissions" for purposes of this Agreement. No Commissions shall be payable if an Introducing Broker-Introduced Visitor leaves the AXISCapital Portal without opening AXISCapital account and later returns to the AXISCapital Portal to open AXISCapital account via any method other than through an Introducing Broker Link or by using an Introducing Broker Promotion Code. Commissions would be transferred on Introducing Broker internal account on the first working day of the month for the preview month, Introducing Broker withdrawals the commission only allowed once a month, the minimum withdrawal must be not less than 100 EUR at a time.
6. License Grant: AXISCapital hereby grants to Introducing Broker a limited, non-exclusive, royalty-free, non-transferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the AXISCapital Brand Features at the Introducing Broker Site, solely as incorporated into the Introducing Broker Link(s) and solely in the form delivered by AXISCapital.
7. Reservation of Rights: AXISCapital reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. AXISCapital retains all right, title, and interest in and to the AXISCapital Brand Features, AXISCapital Trading Desk and the AXISCapital Portal, together with all Intellectual Property Rights thereto.
8. Program Information: AXISCapital will own all right, title and interest in and to all information that is created or collected in the operation of the AXISCapital Portal and all related products without limitation: (i) any contact information collected from any Introducing Broker-Introduced Visitors, (the "Contact Information"); and (ii) any information collected about click-through rates and service and product sales at the AXISCapital Portal, generated through the Introducing Broker Link(s) (the "Sales Information"); and (iii) any information collected about trading on AXISCapital Trading Desk, generated by any Introducing Broker-Introduced Visitors (the "Trading Information"). AXISCapital will make certain Sales Information available online to Introducing Broker from time to time. Introducing Broker will not disclose any Sales Information to any third party without AXISCapital's prior approval. Subject to the terms and conditions of this Agreement, AXISCapital grants to Introducing Broker a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section.
9. Termination: This Agreement will begin upon the acceptance of the Introducing Broker application and will end on the date this agreement is terminated by either party. 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. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Introducing Broker shall immediately remove any Introducing Broker Links(s) from Introducing Broker Site; (iii) AXISCapital will pay Introducing Broker any accrued and unpaid Commissions; and (iv) Sections 11, 12, 14, and 15, and this sentence will survive. Without limiting the foregoing, Introducing Broker acknowledges that AXISCapital will, once per each calendar year, evaluate Introducing Broker Activity and if the Introducing Broker Activity is not satisfactory, according to criteria set by AXISCapital in AXISCapital's sole discretion, AXISCapital will terminate this Agreement.
10. Modification: At any time and in AXISCapital's sole discretion, AXISCapital may modify any of the terms and conditions contained in this Agreement, with or without notice to Introducing Broker, by posting such changes on the AXISCapital Portal. Introducing Broker is responsible for regularly reviewing these terms and conditions for any modifications and agrees to be bound by the same. IF ANY MODIFICATION IS UNACCEPTABLE TO INTRODUCING BROKER, INTRODUCING BROKER'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. INTRODUCING BROKER'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY MODIFICATION OF THIS AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.
11. Disclaimer: THE AXISCAPITAL PORTAL, THE AXISCAPITAL TRADING TERMINALS AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND AXISCAPITAL EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE AXISCAPITAL PORTAL, THE AXISCAPITAL TRADING PLAFORM AND RELATED SERVICES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
12. Limitation of Liability: UNDER NO CIRCUMSTANCES WILL AXISCAPITAL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, AXISCAPITAL'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED 10% OF THE TOTAL COMMISSIONS PAID OR PAYABLE TO INTRODUCING BROKER UNDER THIS AGREEMENT.
13. Authority: If the person entering into this Agreement is acting on behalf of his or her company, such person represents to AXISCapital that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Introducing Broker, that this Agreement has been duly authorized by Introducing Broker and that this Agreement will constitute the legal, valid and binding obligation of Introducing Broker. Such person hereby agrees to indemnify and hold AXISCapital harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section.
14. Miscellaneous: Both parties hereby submit to the jurisdiction of the courts in the Antigua and Barbuda. This Agreement shall be interpreted in accordance with the laws of the Antigua and Barbuda without reference to conflicts of laws provisions, and any legal proceeding arising out of this Agreement will occur within geographical location AXISCapital chooses, in its sole discretion. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between AXISCapital and Introducing Broker with respect to the subject matter hereof, and supersedes all prior and / or contemporaneous agreements or understandings, written or oral, between AXISCapital and Introducing Broker with respect to the subject matter hereof. Introducing Broker may not assign all or any part of this Agreement without AXISCapital's prior written consent. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.
15. Notice: Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice hereunder will be directed to the parties at their respective e-mail addresses. A. ADDITIONAL DISCLAIMERS a) No Churning: Introducing Broker agrees and acknowledges that the Program provided by AXISCapital to Introducing Broker hereunder prohibits the practice commonly known as "churning" ("Churning"). Churning is the practice of executing trades through a misrepresented Introducing Broker-Driven New Client account and / or for benefit of a misrepresented Introducing Broker account in order to generate Commissions. In the event of Introducing Broker employing the Churning practice, Introducing Broker agrees and acknowledges that AXISCapital may in AXISCapital's sole discretion take one or more, or any portion of, the following actions: (i) close Introducing Broker's account; (ii) suspend Introducing Broker's account for an indefinite period of time; (iii) carry out an investigation on Introducing Broker's account for an indefinite period of time; (iv) charge a penalty fee to Introducing Broker in the same or greater amount of money that resulted from usage of Churning practice. b) Related Trader: Introducing Broker agrees and acknowledges that AXISCapital may remove an Introducing Broker-Introduced New Client ("Related Trader") from the Introducing Broker's group of Introducing Broker-Introduced New Clients and stop considering Related Trader as an Introducing Broker-Introduced New Client for purposes of this Agreement, in the following cases: (i) churning; (ii) braking the rules described in terms of trading; (iii) Related Trader is in breach of AXISCapital's Service Agreement. c) Zero Activity: Introducing Broker agrees and acknowledges that AXISCapital shall terminate this Agreement without a notice if ninety (90) days after this Agreement commenced Introducing Broker does not have at least deposit or sales (50,000 EUR) by introduced New Client. AXISCapital shall consider the Introducing Broker abandoned the Introducing Broker's account and such Introducing Broker's account shall be deleted.