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Affiliate Agreement

The following is an agreement (this "Agreement") by and between LFG Investments LTD ("Company" or "We"), operating the Company's Affiliate program, and you ("Affiliate"), which contains the terms and conditions that apply to all members of Company's Affiliate program. Please carefully read this Agreement in its entirety. By registering to the Affiliate program you will be deemed to have agreed to join the Company's Affiliate program and to be bound by the terms and conditions set out in this Agreement, and this Agreement will become valid and binding as between you and the Company

1. Definitions

In this Agreement, the following terms and words shall have the following meanings unless stated otherwise:

1.1. "Affiliate Area" means the area of the Company's Website that is accessible only to Affiliates and that may provide certain "members only" functionality.

1.2. "Banners" and "Text Links" means the graphical artwork or text that includes tracker IDs and bonus codes that are made available by the Company in the Affiliate Area and that Affiliate may use to connect customers to the Company's Services from Affiliate's the website (or other electronic method) or using other marketing materials.

1.3. "Brand" means the Company's brands used in association with binary options, and other online brands operated by the Company from time to time.

1.4. "Commission" means the amount due and payable to Affiliate, as calculated based solely on the Company's Affiliate Software's data and in accordance with the terms of this Agreement including Section 11 hereto.

1.5. "Commission Account" means the account into which Affiliate receives payment from the Company. All payments due to Affiliate are paid into Commission Accounts, unless specifically agreed otherwise.

1.6. "Dedicated Site(s)" means the website(s) and any other online site or platform that are owned, operated or controlled by Affiliate from time to time and each of its related pages which uses a platform and/or related software which is the proprietary software of the Company, through which a Trader opens a Trader's Account and/or accesses the Services.

1.7. "Electronic Marketing Rules" means the Company's rules for electronic marketing activities, as they shall be from time to time.

1.8. "Fraud Traffic" means transactions, deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in the Company's sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit/debit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Commission, and unauthorized use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (that, for the avoidance of doubt, include the Company's Intellectual Property Rights), non-compliance with any laws, regulations, regulatory requirements or the terms and conditions of the Company and/or this Agreement, and any other activity that constitutes Fraud Traffic under Sections ?7 or 9 below.

1.9. "Group" means the Company and any affiliates or other related companies of the Company collectively.

1.10. "Intellectual Property Rights" means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.

1.11. "Marketing Materials" means Banners and Text Links and any other marketing materials that have been provided or otherwise made available to Affiliate by the Company and/or pre-approved by the Company, which Affiliate may use in Affiliate's activities, provided they do not infringe any applicable legislation as is currently in force or as shall be amended from time to time.

1.12. "Minimum Required Deposit" means the minimum amount required to open a Trader's Account as indicated on the Site, (currently set at US$ 250). Notwithstanding any other provisions contained elsewhere in this Agreement, the Company reserves the right to alter the amounts mentioned within this Section at any time by placing a notice on the Site to this effect. All amounts are calculated in United States dollars and may be converted into alternative currencies as indicated on the Company's site at a rate determined by us in the Company's sole discretion from time to time.

1.13. "Minimum Required Trading Activity" means at least five (5) trades. Notwithstanding any other provisions contained elsewhere in this Agreement, the Company reserves the right to alter the number of trades mentioned within this Section at any time by placing a notice on the Site(s) to this effect.

1.14. "The Company's Marks and/or signs" means the words "OptionRally", "WPA", "We Pay Affiliates", "WealthCore" and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of the Company's Marks or any other name or mark owned from time to time by the Company or any company within the Group.

1.15. "Trader(s)" means any person using any products or services on the Company's Sites whether attached to Affiliate's Tracker or not.

1.16. "Qualifying Trader Account" means a uniquely assigned account that is created for a Trader when he/she successfully registers for the Services via a Tracking URL or Sign-up Bonus Code.

1.17. "Qualifying Trader(s)" means any person who is attached to Affiliate's Tracker (or if applicable, Affiliate's Sub-Affiliate's Tracker) who: (i) is over 18; (ii) has not been a Trader with us before and/or did not have an account or started registration with us before; (iii) is not located in a Restricted Territory; (iv) who has made the Minimum Required Deposit; (v) who has met the Minimum Required Trading Activity, (vi) is accepted as a Trader under any applicable sign up or identity verification procedure and/or other procedures which the Company may require; (vii) is not related to any other Qualifying Trader Account either by name, IP address or deposit source; (viii) answers a telephone call at least once out of five attempts to contact on different days, verifies his identity and does not deny supply of contact details; and (ix) has adequately fulfilled any other qualification criteria that the Company may introduce from time to time. Notwithstanding any other provisions contained elsewhere in this Agreement, the Company reserves the right to alter the above-mentioned qualifying criteria at any time by virtue of placing notice on the Site.

1.18. "Qualifying Lead(s)" means any person who is attached to Affiliate's Tracker (or if applicable, Affiliate's Sub-Affiliate's Tracker) who: (i) has not been a Trader with us before and/or did not have an account or started registration with us before; (ii) is not located in a Restricted Territory; (iii) whose first name, last name, email address and telephone number are valid, (iv) answers a telephone call at least once from five attempts to contact on different days, verifies his identity and does not deny supply of contact details, (v) is not related to any other Qualifying Trader Account either by name, IP address or deposit source; and (vi) has adequately fulfilled any other qualification criteria that the Company may introduce from time to time

1.19. "Restricted Territories" means the following countries: Afghanistan, Angola, Antarctica, Bermuda, American Samoa, Anguilla, Benin, British Virgin Islands, Brunei Darussalam, Bulgaria, Cameroon, Chad, Cocos (Keeling) Islands, Burkina Faso, Cape Verde, China, Comoros, Burundi, Central African Republic, Christmas Island, Congo, Cook Islands, Dominica, Eritrea, Fiji, Cuba, East Timor, Ethiopia, Gabon, Djibouti, Equatorial Guinea, Falkland Islands, Gambia, Ghana, Guinea, Heard and Mc Donald Islands, Iran, Grenada, Guinea-Bissau, Hong Kong, Iraq, Guam, Guyana, India, Israel, Guatemala, Haiti, Indonesia, Kiribati, Kyrgyzstan, Libyan Arab Jamahiriya, Malaysia, Mali, Lesotho, Madagascar, Lao Peoples Democratic Republic, Marshall Islands, Liberia, Malawi, Maldives, Martinique, Mauritania, Mozambique, Niger, North Korea, Mayotte, Myanmar, Nigeria, Palau, Micronesia, Nauru, Niue, Palestinian Territory, Montserrat, Nepal, Norfolk Island, Pitcairn, Papua New Guinea, Republic of Korea, Northern Mariana Islands, Puerto Rico, Samoa, Singapore, Rwanda, St Helena, San Marino, Solomon Islands, Saint Kitts and Nevis, Sudan, Seychelles, Somalia, Saint Lucia, Suriname, Sierra Leone, South Georgia, Saint Vincent and The Grenadines, Sri Lanka, Sao Tome and Principe, Swaziland, St Pierre and Miquelon, Syrian Arab Republic, Taiwan, Tajikistan, Tanzania, Tonga, Togo, Tunisia, Turkmenistan, Uganda, Vanuatu, Virgin Islands (U.S.), Wallis and Futuna Islands, The Western Sahara, Yemen, United States of America, United States Minor Outlying Islands, Zaire, Zimbabwe, (U.S.) Outlying Islands, and any other territory in which, the provision of the Services (or any specified part thereof) may be prohibited or restricted.

Notwithstanding anything to the contrary in this Agreement, this list may be updated at any time by placing a notice on the Company's the website.

1.20. "Services" means any product or service offered to customers on the Company's Sites.

1.21. "Sign-up Bonus Code" means a unique alphanumeric code that the Company may make available to Affiliate to provide to prospective customers. When entered, the system automatically logs the Sign-up Bonus Code(s) and records Affiliate as the affiliate in relation to the relevant client.

1.22. "Website(s)" and/or "Site(s)" means www.wepayaffiliates.com, www.wealthcore.com, OR www.optionrally.com and any other online site or platform that are owned, operated or controlled by or on behalf of the Company from time to time and each of its related pages through which a Trader opens a Trader's Account and/or accesses any Services.

1.23. "Spam" means any email or other electronic communication the Affiliate sends out that markets, promotes or that otherwise refers to the Company, the Site or the Services from time to time, or that contains any Marketing Materials, the Company's Marks or Trackers and that breaches the Company's Electronic Marketing Rules.

1.24. "Sub-affiliate" means a person that Affiliate has referred to (and that has successfully joined under the referral link of the Affiliate) the Company's Affiliate Network in accordance with the terms of this Agreement.

1.25. "Sub-Affiliate Commission" means the Affiliate Commission due to any Sub-affiliate under the terms of this Agreement.

1.26. "Tracker(s)" means the unique Tracking URL or Sign-up Bonus Codes that the Company provides exclusively to Affiliate, through which the Company track Qualifying Traders' Accounts and Qualifying Traders' activities and calculate Affiliate Commission.

1.27. "Tracking URL" means a unique hyperlink or other linking tool for referencing the Company's Site(s) or Services through which Affiliate refers potential traders. When such referred clients open their Qualifying Trader Account, the Company's system automatically logs the Tracking URL and records Affiliate as the relevant affiliate for commission payments purposes.
2. Marketing Activities and Responsibilities

Affiliate shall market to and refer potential traders to the Sites. Affiliate shall be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) of any relevant jurisdiction and otherwise comply with the terms of this Agreement. Affiliate shall not directly or indirectly, nor shall Affiliate authorize, assist or encourage any third party to:

2.1. Place Marketing Materials on any online site or other medium where the content and/or material on such the website or medium is potentially libelous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is, in the Company's sole discretion otherwise unsuitable.

2.2. Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of the Company, the Sites and/or the website to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that Affiliate are targeting), regardless of the age of majority in the location where Affiliate is marketing.

2.3. Breach any applicable rules, laws or regulation relating to electronic marketing.

2.4. Use Marketing Materials in a manner that may potentially confuse or mislead a Trader or potential trader.

2.5. Place Marketing Materials on any online site including but not limited to the Dedicated Site or other medium where the content and/or material on such online site or medium: a) infringes any third party's Intellectual Property Rights; b) copies or resembles the Site in whole or in part; c) disparages the Company or otherwise damages it's goodwill or reputation in any way.

2.6. Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to the Company by any other person.

2.7. In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.

2.8. Register as a Trader on behalf of any third party, or authorize or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a Trader.

2.9. Offer any so-called cash-back schemes or similar that offer or allow a proportion of the Trader's funds to be returned to the Trader in any form.

2.10. Take any action that could reasonably cause any Trader confusion as to the Company's relationship with Affiliate or any third party, or as to the ownership or operation of the Sites or Service(s) on which any functions or transactions are occurring.

2.11. Cause any of the Sites (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials.

2.12. Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in the Company's Affiliate Network.

2.13. Use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Sites (or any part of the Sites).

2.14. Drive traffic to Website directly or indirectly through any PPC advertising tool (e.g. Google Adwords, Yahoo, Ask) using Company's trademarks or brands included or as part of search terms.

2.15. Violate the terms of use and/or any applicable policies of any search engines or other third party site engaged by Affiliate.

2.16. Attempt to communicate to Traders whether directly or indirectly on the Company's Sites to solicit them to move to any online site or for other purposes without the Company's prior approval including but not limited to via email, chat boards, or spamming.

2.17. Market and/or promote and/or attempt to market and/or promote the Company's Services (or any specified part thereof) or Sites (or specific Site) within territories which are Restricted Territories, or otherwise refer to the Sites in any way to any person located within a Restricted Territory (or that there is a reasonable basis to believe is located in a Restricted Territory).

2.18. Circumvent or attempt to circumvent any restriction which the Company has put in place to prevent traders from Restricted Territories from signing up as Traders; or attempt to disguise the geographical location of a trader. If the Company determines, in its sole discretion, that Affiliate has engaged in any of the foregoing activities, the Company may (without limiting any other rights or remedies available to the Company) withhold any Affiliate Commission and/or terminate this Agreement immediately on notice.

2.19. Breach any applicable rule, law or regulation in any jurisdiction, whether or not a Restricted Territory.

2.20. Without derogating from the abovementioned, Affiliate may promote the Dedicated Site in any manner Affiliate deem fit provided however, that Affiliate do not infringe any of the above stipulations and Affiliate shall not create any linkage between the Company and Affiliate's Dedicated Site.

2.21. Profit by referring potential traders to the Sites, in any other way than is contemplated by this Agreement.
3. Approved Marketing Materials

In providing the marketing activities referred to in Section 3, Affiliate shall only use the Marketing Materials. Affiliate shall not modify the Marketing Materials or The Company's Marks in any way without the Company's prior written consent. Affiliate shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines the Company provides to Affiliate on the Company's Site or otherwise from time to time and any applicable laws. The Company may charge Affiliate for the cost of any CDs and other customized promotional materials provided to Affiliate at Affiliate's request and such costs may be deducted from Affiliate's Commission. During the term of this Agreement, the Company grants Affiliate a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling Affiliate's obligations under this Agreement.

4. Competitive Marketing

Affiliate shall not market the Site and/or the Company or the Company's Services or the Company's Marks in any way whatsoever, unless such activities are approved in writing by the Company (i) on any website on which the Company promotes any of the Sites; (ii) on or through any Internet search engine on or through which the Company promotes any of the Sites; and (iii) in any other manner that results in Affiliate competing with the Company in relation to the promotion of any of the Sites or (iv) otherwise where the Company request that Affiliate cease the same.

5. Non Assignment

Without prejudice to Sub-Section 19.6 (assignment), Affiliate acknowledge and agree that Trackers are for Affiliate's sole use and Affiliate shall not assign or sub-license (as appropriate) the Tracker IDs, Bonus Codes nor any Affiliate Commission to any third party without the Company's prior written consent.

6. Sub-affiliates

Affiliate may refer other persons to the Company so that they may also apply to join the Company's Affiliate Network. If any such person successfully joins the Company's Affiliate Network, the Company shall pay Affiliate in respect of the activities of such Sub-affiliate in accordance with the terms of this Agreement, provided that Affiliate registers them through the "Register Sub-affiliate" function within the Affiliate Area of the website. Affiliate shall only receive credit for sub-affiliates that comply with all the terms and conditions of this Agreement. Affiliate shall procure that each Sub-affiliate fully complies with all the terms and conditions of this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-affiliate. Affiliate shall not:

6.1. Register itself or any person controlled by Affiliate as Affiliate's own Sub-affiliate;

6.2. Use fictitious or alias names for the registration of Sub-affiliates;

6.3. Offer any type of enticement of money or otherwise of monetary value or otherwise to potential Sub-affiliates unless such enticements are approved in writing by the Company, including any so-called cash-back schemes where a proportion of the trader's funds are returned to the trader in any form;

6.4. Attempt to introduce any addition or variation to the Company's terms in relation to any potential Sub-affiliate;

6.5. Receive Payment on behalf of Affiliate's Sub-affiliate(s) and for the avoidance of doubt, the payment and contractual relationship in regard to the Affiliate Network shall remain between the Sub-affiliate and the Company.
7. Commercial Use Only

Affiliate shall not register as a Trader or make deposits to any Trader Account (directly or indirectly) through Affiliate's Tracker(s) (or any Sub-affiliate's tracker(s)) for Affiliate's own personal use and/or the use of Affiliate's relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Affiliate Commission payable to Affiliate or to defraud the Company. Violation of this provision shall be deemed to be Fraud Traffic.

8. Trader Information

The Company reserves the right to refuse service to any potential trader and to freeze and/or terminate the Trader Account of any Trader, at any time, in the Company's sole discretion. All data relating to the Traders shall, as between Affiliate and the Company, remain the Company's exclusive property and Affiliate acquires no right to such information except pursuant to the Company's express written instructions.

9. Trademarks and Domain Names

Affiliate acknowledges that the Company and/or its affiliates and licensees and any other members in the Group, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, the Company's Services, the Site and the Company's Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of the Company's Marks (other than in accordance with the terms of this Agreement) without the Company's prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, AFFILIATE MAY NOT REGISTER A DOMAIN NAME THAT INCLUDES THE COMPANY'S MARKS OR MARKS CONFUSINGLY SIMILAR TO THE COMPANY'S MARKS. Affiliate agrees that all use by Affiliate of the Company's Marks including any use of a domain name that includes the Company's Marks or marks confusingly similar to the Company's Marks inures to the Company's sole benefit and that Affiliate shall not obtain any rights in the Company's Marks as a result of such use. Affiliate shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of the Company's Marks. Affiliate hereby agrees to transfer any domain names or trade mark application or registrations in respect of the Company's Marks or marks confusingly similar to the Company's Marks Affiliate may hold or control to the Company upon demand. Affiliate further agrees not to attack or challenge the Company's ownership of and title to the Company's Marks in any way.

10. Reports

10.1. The Company's shall track and report Qualifying Traders activity for purposes of calculating Affiliate's Commission. The form, content and frequency of the reports may vary from time to time in the Company's sole discretion.

10.2. In general, Affiliate shall receive a monthly report with Affiliate's payment indicating the number of new Qualifying Traders that signed up that month per Tracker and/or the total amount due to Affiliate after any deductions or set offs that the Company are entitled to make under this Agreement. In addition, daily reports may be available online for Affiliate to view new Qualifying Traders per Tracker. The Company hereby exclude any and all liability for the accuracy or completeness of any such reports.
11. Payments

11.1. Commission.

11.1.1. CPA. Company will pay commission to the Affiliate per CPA as detailed below and selected by the Affiliate Manager after registration. Commercial terms will be provided to the Affiliate via the Affiliate Program software. The CPA commission will be calculated by the Company for each monthly Qualifying Trader recruited by the Affiliate where monthly Qualifying Traders is defined as the number of Total Qualifying Traders at the end of each month minus the number of Total Qualifying Traders at the beginning of the same month. The CPA commission per Qualified Trader will be determined according Company's discretion.

11.1.2. Revenue Share Company will pay commission to the Affiliate based on a certain percentage (according to Company's discretion) from the Net P&L as detailed below. "Net P&L" shall mean the net profit generated by us from the Qualifying Traders' trading activity, less (i) bonuses, (ii) clearing costs, and (iii) platform fees.

Subject to Section 11.3 (min. payment) below, Commission shall be paid to Affiliate on a calendar month basis.

11.2. Sub-Affiliate Commission. Subject to Section 6, Affiliate shall receive, in accordance with Section ?11.3 (min. payment), Affiliate's commission on the Commission due and payable to Affiliate's Sub-affiliate(s) for Qualifying Traders.

11.3. Minimum Payment and Time of Payment. The Commission for any calendar month shall be paid into Affiliate's Commission Account within 15 (fifteen) working days of the close of such calendar month on presentation by the Affiliate of commercially valid invoice. The Company may impose reasonable restrictions on the frequency and amounts that can be cashed out of Affiliate's Commission Account for administrative convenience and/or to protect the security of Affiliate's account. At present time, the minimum payout amount is set at US$500. Further, if the amount due is negative in any particular month, then that negative amount shall carry over and be deducted against the following month's commission.

11.4. Holdover for Fraud Traffic. In the event that, in the Company's sole discretion, the Company suspects any Fraud Traffic, then the Company may delay payment of the Affiliate Commission to Affiliate for up to 180 (one hundred and eighty) days while the Company investigate and verify the relevant transactions. The Company is not obligated to pay Affiliate Commission in respect of Qualifying Traders who, in the Company's sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that the Company determines any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in the Company's sole discretion the Company may (without prejudice to any other right or remedy the Company may have): (i) pay the Affiliate Commission in full, (ii) recalculate them in light of such suspected Fraud Traffic, (iii) forfeit Affiliate's future Affiliate Commission in respect of Fraud Traffic (as appropriate), and/or (iv) demand to be reimbursed any Commission already paid in respect of Fraud Traffic.

11.5. Method of Payment. All payments to Affiliate shall be due and payable in United States Dollars or such other currency as the Company shall determine, regardless of the currency any Qualifying Traders assigned to Affiliate's Tracker may have traded in. Payment shall be made by cheque, wire, SWIFT or any other method as the Company's in its sole discretion decide; however, the Company shall use reasonable endeavors to accommodate Affiliate's preferred payment method. Charges for wires or courier charges for cheques shall be covered by Affiliate and deducted from Affiliate's Commission. For the avoidance of doubt, the Company has no liability to pay any currency conversion charges or any charges associated with the transfer of monies to Affiliate's Commission Account.

11.6. Traders Tracking. Affiliate understands and agrees that potential Qualifying Traders must link through using Affiliate's Tracker ID or use Affiliate's sign-up bonus code in order for Affiliate to receive Affiliate Commission. In no event are shall the Company be liable for Affiliate's failure to use Trackers or for potential Qualifying Traders failure to properly enter valid Sign-up Bonus Codes. Notwithstanding any other provision herein, the Company may at any time and in the Company's sole discretion alter the Company's tracking system and reporting format.

11.7. Disputes. If Affiliate disagrees with the monthly reports or amount payable, Affiliate must not accept payment for such amount and immediately send the Company written notice of Affiliate's dispute. Dispute notices must be received within 30 (thirty) days of the date the Company made available Affiliate's monthly report and if such notice is not received within 30 (thirty) days, Affiliate's right to dispute such report or payment shall be deemed waived and Affiliate shall have no claims in such regard. Further, deposit of payment cheque, acceptance of payment transfer or acceptance of other payment from the Company by Affiliate shall be deemed full and final settlement of Affiliate's Commission due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of Affiliate's Commission, the Company reserves the right to correct such calculation at any time and to reclaim from Affiliate any overpayment made by the Company to Affiliate.

11.8. Money Laundering. Affiliate shall comply with all applicable laws in relation to money laundering and/or the proceeds of crime.

11.9. Taxation. All taxes due in connection with any payments to Affiliate are Affiliate's sole liability. Affiliate is responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of Affiliate's income under this Agreement and for collecting and paying the income tax and social security contributions in respect of Affiliate's staff, if Affiliate has any staff. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, Affiliate is responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the Services are provided and Affiliate acknowledge that the payments that Affiliate receives shall be deemed to include all VAT or sales tax or turnover tax.
12. Term and Termination

12.1. This Agreement shall be effective from the date that Affiliate signs it, until such time as this Agreement expires or is terminated in accordance with its terms.

12.2. Termination by Affiliate. Affiliate may terminate this Agreement, with or without cause, immediately upon written notice to the Company that Affiliate may send by email marked "Affiliate Termination" to info@wepayaffiliates.com. For the avoidance of doubt, termination of the Agreement shall end Affiliate's participation in the Affiliate Network as a whole. Affiliate may not terminate any Site in isolation. In the event that Affiliate elect to terminate this Agreement, Affiliate must withdraw all funds in Affiliate's Commission Account within 30 (thirty) days of sending the above-mentioned email. If such funds have not been withdrawn by such time then they shall be deemed forfeited and shall revert to us.

12.3. Termination by Company. The Company may terminate this Agreement or without terminating this Agreement as a whole, any specific Trackers, without cause at any time, upon written notice to Affiliate that the Company may send by email to such email address Affiliate have provided to the Company or by fax to such fax number Affiliate may have provided to the Company. In the event that Company terminates the Agreement as a whole, the Company shall be entitled to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of this Agreement (other than where such termination was following or in connection with the breach of Affiliate of any of its warranties or obligations hereunder) Affiliate shall be entitled to continue to receive Affiliate Commission with respect to Qualified Traders existing as of the termination date. If the Company terminates a specific Tracker, Affiliate shall no longer receive any Affiliate Commission through that Tracker, however, Affiliate's remaining Trackers shall not be affected.

12.4. Suspension by Company. In any circumstance where the Company is entitled to terminate this Agreement or terminate any specific Tracker, the Company may at its sole discretion and without prejudice to the Company's further rights and remedies, suspend the Agreement or any specific Tracker. During the period of any suspension, the Company may withhold the payment of any Affiliate Commission that relates to any affected Trackers. Payment of any withheld Affiliate Commission shall be made to Affiliate on the lifting of the suspension.

12.5. Automatic Termination by Company of inactive accounts. If Affiliate's Commission Account is inactive, Affiliate's Agreement and participation in the Affiliate Network shall automatically terminate. In this Section, "Inactive" means where: (i) Affiliate has not generated sufficient Affiliate Commission to trigger a payment into Affiliate's Commission Account or Affiliate has not cashed out any funds (through a withdrawal or a transfer to a Traders Account) for 186 (one hundred and eighty six) days or more; or (ii) Affiliate has failed to respond to any verification mails sent to Affiliate within a reasonable time. Where automatic termination occurs, any funds remaining within Affiliate's Commission Account shall revert to the Company.

12.6. Effect of Termination. The following shall apply where the Company terminates this Agreement:

12.6.1. Affiliate shall stop promoting the Sites and all rights and licenses given to Affiliate under this Agreement shall terminate immediately.

12.6.2. Affiliate shall return all confidential information and cease use of any of the Company's Marks and the Marketing Materials.

12.6.3. The Company may leave open, redirect or deactivate any Trackers in the Company's sole discretion without any obligation to pay Affiliate for traders who subsequently become Qualifying Traders.

12.6.4. Provided that the Company has paid or shall pay to Affiliate such sums as are due at the date of termination and that shall be subject to any rights the Company has to make deductions hereunder, the Company shall have no further liability to pay Affiliate any further sums.
13. No Warranties

14. Billing and Collection Limitations

The Company may, in the Company's sole discretion, use any available means to block, restrict, remove or discount from Affiliate's tracker certain Qualifying Traders, deposits or trade patterns or reject the applications of potential Qualifying Traders and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason whatsoever. The Company does not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
15. Limitation of liability

The Company's obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event shall the Company be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether the Company has been advised of the possibility of such loss) including any loss of business, revenue, profits or data. The Company's liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the lower of: (i) the revenues generated and payable to Affiliate in relation to the Site(s) that the dispute relates to over the previous three (3) months at the time that the event giving rise to the liability arises, and (ii) US$ 100,000. However, nothing in this Agreement shall exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.
16. Indemnification

Affiliate shall defend, indemnify and hold the Company and its officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from Affiliate's breach of this Agreement.
17. Set off

Without prejudice to any other rights or remedies available to the Company under this Agreement or otherwise, the Company shall be entitled to set off any payments otherwise payable by the Company to Affiliate hereunder, against any liability of Affiliate to the Company, including any claims the Company has against Affiliate resulting from or arising from, Affiliate's breach of this Agreement.
18. Independent research

Affiliate hereby warrants that it has independently and diligently evaluated the risks and benefits associated with the marketing of the Site and/or the Services. Affiliate understands that gambling laws and or financial legislation and or regulations may vary from country to country. Affiliate warrants that it has independently, or by the use of a qualified professional if deemed necessary by Affiliate, researched the laws that apply to Affiliate's activities and believe that it may participate in the Company's Affiliate Network without violating any applicable rules or laws.
19. Miscellaneous

19.1. Notices. All notices relating to this Agreement shall be given by email. Notices to Affiliate shall be sent to the email address provided by Affiliate (or as subsequently updated by Affiliate to the Company in the event of change), and notices to the Company shall be sent to the email address from which Affiliate has received Affiliate's confirmation of participation. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.

19.2. Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between Affiliate and the Company under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

19.3. Non-Exclusive. Affiliate understand that the Company may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to Affiliate in this Agreement and that such Affiliates may be similar, and even competitive, to Affiliate. Affiliate understand that the Company may re-direct traffic and users from any of the Sites to any other online site that the Company deem appropriate in its sole discretion, without any additional compensation to Affiliate.

19.4. Non Disclosure. As an Affiliate, Affiliate may receive confidential information from the Company, including confidential information as to the Company's marketing plans, marketing concepts, structure and payments. This information is confidential to the Company and constitutes the Company's proprietary trade secrets. Affiliate shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without the Company's prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required). Affiliate shall return all confidential information upon request by the Company, for any reason whatsoever, within five (5) days of such request.

19.5. Press. Affiliate may not issue any press release or other communication to the public with respect to this Agreement, the Company's Marks or Affiliate's participation in this Affiliate Network without the Company's prior written consent, except as required by law or by any legal or regulatory authority.

19.6. Assignment. Except where Affiliate has received the Company's prior written consent, Affiliate may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of Affiliate's obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

19.7. Amendments. Company may amend any of the terms and conditions contained in this Agreement, at any time and in the Company's sole discretion, by posting the amended agreement on this or on any other page on Company's website. Any changes will take effect from the date specified at the head of the Agreement and Affiliate is solely responsible for learning of any such amended versions and changes. It is important, therefore, that Affiliate logs in from time to time to this page on Company's website and check to see whether there is any amended version. IF ANY AMENDMENT IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATES' CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING THE POSTING OF ANY AMENDED AGREEMENT ON COMPANY'S WEBSITE WILL CONSTITUTE A BINDING ACCEPTANCE OF THE AMENDED AGREEMENT, WHETHER OR NOT AFFILIATE HAS ACTUALLY LEARNED OF OR READ THE RELEVANT CHANGES.

19.8. Governing Law. This Agreement (including any variation or modification thereto) shall be governed by and construed in accordance with English law, conflicts of law principles notwithstanding. Affiliate irrevocably agree that, the competent courts of London in the UK shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning this Agreement or its enforceability and Affiliate waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this Section shall limit the right of the Company to take proceedings against Affiliate in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

19.9. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.

19.10. Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to this Agreement in accordance with Section 19.7 above. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this clause, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

19.11. Third-Party Rights. Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under any law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.

19.12. No Waiver by Company. If there is a breach of any provision of this Agreement, it shall not be considered as a waiver of any of the Company's rights or remedies with respect to any subsequent breach of the same or any other provision of this Agreement and Affiliate shall be estopped from raising a contrary claim against the Company.

19.13. Survival. Sections 1 (Definitions), 5 (Non assignment), 8 (Trader information), 11.4 (Holdover for fraud traffic), 12.4 (Suspension by Company), 13 (No warranties), 16 (Billing and collection limitations), 17 (Limitation of liability), 18 (Indemnification), 19 (Set off), 20 (Independent research) and 21 (Miscellaneous) and such other provisions as are necessary for the interpretation or enforcement of this Agreement shall survive any termination or expiry of this Agreement.