TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (T&C) GOVERN YOUR RELATIONSHIP WITH MARKETING ANGELS LTD IN RELATION TO THE MARKETING SERVICES MARKETING ANGELS LTD WILL RECEIVE FROM YOU AND DISTRIBUTE TO ITS CLIENTS. BY EXECUTING AN INSERTION ORDER OR OTHER FORM THAT REFERENCES THESE T&C, YOU AGREE TO THESE T&C, EFFECTIVE ON THE DATE YOU SIGN. These T&C, the Marketing Guidelines and the IO shall be referred to as the "Agreement".

(References to "YOU" or "YOUR" or "Partner" means the legal entity accepting these T&C by the signing of an IO; references to "WE" or "OUR" or "COMPANY" means "MARKETING ANGELS" with company number 118684 and having its address at Suite 16, Watergardens 5, Waterport Wharf GX11 1AA Gibraltar).

Upon signing the IO you enter into a binding Agreement with MARKETING ANGELS LTD.

BACKGROUND:

We are in the business of providing online and offline marketing services to our high-end clients (each of the "Client"). Our clients range from start-ups and established businesses across a diverse range of industries, including and primarily to broker and/or market maker international companies.

PARTNER AND COMPANY AGREE AS FOLLOWS:

Unless otherwise expressly provided in the IO and/or as reasonably expected for terms to be defined within the context of online marketing, the terms used in the Agreement shall have the meanings given to them in Schedule A to these T&C.

2.1 You and the Company shall mutually agree upon the terms of an Insertion Order which shall confirm the details of the advertising Services and Campaign, which details may include among others: the type and quantity of ad placements, the Partner's Online Platform, the Campaign Type the rate price per ad placement, the maximum budget allotted to the Campaign, the flight and campaign dates, etc., and which shall incorporate by reference these Terms of Service ("Insertion Order" or "IO").

2.2 You shall in good faith use your best efforts in accordance with industry practices, to actively and effectively execute the Campaign in order to market and promote the Client (as defined in the IO), the Platform and its services (including Marketing Material) online through the Partner's Online Platform and in accordance with this Agreement (Services), and in turn the Company shall pay the Payout Amount to the Partner.

2.3 The Company sub-grants to you and you accept a worldwide, non-exclusive, personal, non-transferable, non-assignable, and non-sub-licensable right to display, use, copy, paste and disseminate the Marketing Material of the Client online through the Partner's Online Platform for the only purpose of the Services and at all times:

(a) the Marketing Material remain the property of the Client;
(b) any rights not granted under this Agreement are expressly reserved, and
(c) this Agreement does not confer any right of ownership in the Marketing Material and/or any of the Company's Client brands and/or domain names and IPs and all use therefore by the Partner shall inure to the benefit of the Client;
(d) If the Partner intends to amend, alter, or modify the Client's Information and/or functionalities and/or Marketing Material in any way, that were initially provided and/or approved by the Company, a new prior written approval of
the Company must be secured by the Partner. No such changes shall have effect, unless a prior approval and/or consent is secured.

3.1 The Partner acknowledges, accepts and confirms that:

3.1.1 The Company will purchase the Services under this Agreement, in order to provide marketing services and/or support to its Clients,

3.1.2 The Clients' primary business activity among others, is the provision of online investment services to retail and/or institutional clients, in their capacity as a broker, market-maker companies or otherwise,

3.1.3 The Clients may be subject to regulatory supervision and/or bound by the terms of any license issued in their name and under which they are permitted to provide their services in accordance with specific requirements, laws and/or regulations (Requirements).

Breach of this Agreement by YOU in any way, including without limitation to the Marketing Guidelines, may lead to the breach of the Requirements and therefore may cause high monetary damages and/or fines (governmental or otherwise) to the Clients and/or may lead to even the suspension and/or cancellation of their license (if applicable).

3.2 The Company's Clients cannot accept Traffic and/or offer its services to these countries: the European Economic Area, Australia, Belgium, Canada, Iran, Israel, Japan, North Korea, Palestine, Russia, Syria, United Kingdom and the USA (Restricted Traffic Countries). YOU are strictly prohibited from conducting any type of marketing activity in the Restricted Traffic Countries in any way. The Company may from time to time, by written notice which will have immediate effect, notify YOU not to target and/or refer Referred User or Traffic from, any other geographic region or sector and YOU shall abide by any such notice.

3.3 YOU shall not engage to promotional, advertising and marketing activities and/or use the Client Marketing Material, which are not compliant with the Marketing Guidelines YOU shall use the Client Marketing Material and/or any other information in a lawful manner and in strict compliance to the Marketing Guidelines and the instructions of the Company. YOU acknowledge that the Company may from time to time be required to update and/or amend the Client Marketing Guidelines and shall have the unilateral right to do so and YOU are strongly advised to these Terms and Conditions to keep yourself updated. When the change is made, YOU shall implement required changes to the Services (for example the way of promotion etc) and/or the Client Marketing Material, not later than within 2 business days.

3.4 YOU shall at all times prohibited to engage to Fraudulent Traffic activity as described in SECTION 7.

3.5 THIS SECTION 3 CONSTITUTES A MATERIAL/IMPORTANT SECTION OF THESE T&C. IF WE IDENTIFY OR HAVE REASONABLE GROUNDS TO BELIEVE THAT YOU ARE IN ANY WAY IN BREACH OF THIS SECTIONS, WE SHALL HAVE THE RIGHT TO TERMINATE THE AGREEMENT IMMEDIATELY WITHOUT ANY NOTICE AND WITHOUT ANY OBLIGATIONS TO PAY ANY FEES/PAYOUT AMOUNT (INCLUDING BUT NOT LIMITED TO FEES/COMMISSION/PAYOUT AMOUNT RELATING TO SERVICES ACTUALLY PROVIDED) AND/OR DAMAGES (DIRECT, INDIRECT, CONSEQUENTIAL OR OTHERWISE) TO THE Partner. THE COMPANY RESERVES THE RIGHT TO TAKE LEGAL ACTION AGAINST THE PARTNER IN THE EVENT OF BREACH, INCLUDING WITHOUT LIMITATION FOR ANY DAMAGES (CURRENT, CONTIGENT, FORESEEABLE OR OTHERWISE) INCURRED TO THE COMPANY AND/OR TO ITS CLIENTS IN LIGHT OF THE REQUIREMENTS OR OTHERWISE.

4.1 The Payout Amount shall be calculated in accordance with the Commission, Conversion points and any other relevant details that may be specified in the Insertion Order as well as the results of the Tracking Tool (as defined in the IO) to be produced in accordance with this Section.

4.2 For tracking, reporting and billing purposes, all Conversions or any other relevant actions under any Campaign (as may be defined in the IO) shall be calculated only on the basis of the records and data produced by the Tracking Tool, unless explicitly agreed otherwise in the IO.

4.3 We shall submit to YOU a report based on the results of the Tracking Tool within 5 working days following the end of each month (Report). Subject to Section 4.5, the Partner shall issue and deliver an invoice to the Company for the amount of Payout Amount calculated on the basis of the results of the Report and the Company shall settle such Payout Amount within 30 days from the date of receipt of the Invoice.

4.4 Subject to Section 4.5, each Report shall be accepted by the Partner as final with no right or power to dispute or challenge it and such Report shall prevail at all times over any report that may be produced by the Partner.

4.5 In the event of any discrepancy between 5% - 10%, between the Report and any report of the Partner:

(a) The Partner must notify in writing the Copmany, within 5 days from the date of submission of the Report, and submit to the Company its report with a clear description of the discrepancy (Notification Date),

(b) In the event that the Partner fails to notify the Company within the appropriate time, then the Report shall be treated as final and undisputed in accordance with Section 4.4 and the Partner should proceed with the issuance of an invoice in accordance with Section 4.3,

(c) For a discrepancy up to 10%: the parties shall work together in good faith to resolve the dispute. In the event that the parties do not come to an agreement within 5 working days from the Notification Date, then the disputed
percentage shall be agreed at half.

(d) Any other discrepancies shall be treated in the manner as described in Section 4.4,

4.6 YOU shall be solely and personally responsible for the payment of any taxes YOU may be subject to in any competent jurisdiction.

4.7 All Payout Amounts/Fees shall be paid in USD or in EUR as will be agreed in the IO.

4.8 Any Fraudulent Traffic or Conversions made in breach of the T&C or Marketing Guidelines shall not be calculated for the purposes of Payout Amounts and/or Commission.

4.9 Any Payout Amount due to the Partner will be made within thirty (30) days from the date that the Company has received the invoice by email and to the account indicated by the Partner to the Partner in the IO or the invoice.

4.10 In the event of termination of the Agreement or cancellation of a Campaign, the following shall apply:

(a) Any payment already made by the Company for Services that were not actually provided by the Partner, will be reimbursed by the Partner to the Company within not longer than 10 days from the termination/cancellation date,

(b) The Company shall only be liable to pay for the Services actually performed until the termination/cancellation date,

(c) The Company shall have the right in its absolute discretion to withhold, set-off and/or deduct from any payment or Payout Amount, due to Partner in the event that termination or cancellation results under SECTION 8.3.

5.1 EACH PARTY REPRESENTS, UNDERTAKES AND WARRANTS TO THE OTHER THAT:

(1) it has all requisite authorities to enter into the Agreement and to be fully bound hereby and all necessary action has been taken by it in connection
hereon,

(2) if the Partner is a company or a legal entity, it is duly organized, validly existing and is in good standing under the laws of its jurisdiction of registration,

(3) in the event that the Partner is a natural person, it is of legal age and capable to contract in accordance to applicable laws and is not a Restricted Person,

(4) it has obtained all applicable approvals, authorizations, qualifications and/or certificates under any applicable regulatory requirements it is subject to in order to offer the Services,

(5) it has successfully obtained all authorizations and completed all registrations, qualifications and/or requirements of all jurisdictions and regulatory bodies to the extent that such authorisations, registrations, qualifications and/or other requirements are applicable to it and shall maintain them as such and be in strict compliance thereof during the term of the Agreement,

(6) there are no actions or proceedings pending against the Partner or any of its officers or directors (if applicable), before any Court, administrative agency and/or other tribunal,

(7) no director, officer, key employee or members of the Partner's senior management has a criminal record or criminal prosecution and/or any investigation pending, and

(8) it shall implement all necessary measures and take all necessary steps in order to ensure that all information, disclosed by one party to the other, remain confidential at all times.

5.2 THE PARTNER REPRESENTS, UNDERTAKES AND WARRANTS TO MARKETING ANGELS THAT:

(1) that any Company KYC documents and any information, personal or otherwise, provided or to be provided to MARKETING ANGELS is/shall be true, accurate and up to date and that it shall inform the Company immediately in the event of any changes,

(2) it shall not at any time act in any way and/or make any representations to any third parties, that it is acting as an agent and/or representative of the Company or as a person that has the authority to bind the Company or make any guarantees and/or promises for and on behalf of the Company,

(3) it shall at all times comply with its obligations under the Data Protection Legislation with respect to any processing of Personal Data that will be undertaken within the context of this Agreement, and

(4) it will provide and perform the services in a professional manner and in accordance with the best practice, using all due skill, care and due diligence as reasonably expected,

(5) it shall not commit any acts that are harmful to the interests of the Company including, but not limited to, infringing the copyright, trademark, reputation or other legitimate rights of the other party,

(6) it shall advertise the Company on the internet and/or webpages, in the manner and in accordance with the Client Marketing Guidelines,

(7) it shall state solely and exclusively true, accurate, clear and up-to-date information relating to the Company and

(8) it shall fully comply with all applicable laws and regulations of his/her/its country of residence, country of business operations and the country of conclusion and performance of this Agreement.

5.3 MARKETING ANGELS REPRESENTS, UNDERTAKES AND WARRANTS TO YOU THAT:

(1) it has the right to grant the rights
granted herein;

(2) no Client Marketing Material contains any material that infringes upon or violates any third-party right, including rights arising from contracts between Partner and third parties, copyright, trademark, class action, patent, consumer protection laws, trade secret, moral rights, or any other intellectual property or proprietary right, or slanders, defames, libels, or invades the right of privacy, publicity, or other rights of any person;

(3) no Marketing Material provided by it contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Services.

6.1 You should provide MARKETING ANGELS the Company KYC, before accepting this T&C and/or periodically upon the request of MARKETING ANGELS from time to time.

6.2 It is at the sole discretion of MARKETING ANGELS to request any or all of the above documents in any certain form and to request any additional documents and/or information from the Partner at any time during the term of the Agreement.

6.3 MARKETING ANGELS will collect, maintain and further process such data only to the degree absolutely necessary for compliance with its legal and regulatory obligations, such as its obligations under the anti-money laundering legislation and where necessary for safeguarding its legitimate interest, such as communicating with you regarding upgrades and/or changes to our products, services and/or Client Marketing Guidelines, always in accordance with the provisions of Data Protection Legislation as amended from time to time and our Privacy Policy). Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent
or are otherwise required or permitted to by law). If you are a person, you will be required to also provide the consent of personal data processing before entering into the Agreement. The form of such consent has been drafted in accordance with the requirements applicable laws and regulations and shall be provided to you by MARKETING ANGELS. MARKETING ANGELS hereby guarantees to the Partner compliance with the norms, established by the Data Protection Legislation, in order to ensure the safety of processing personal data of individuals.

6.4 You hereby undertake that you shall notify MARKETING ANGELS, the soonest possible and no later than within five (5) working days, if there have been any changes to the Company KYC and/or any information provided under this section.

7.1 In the event that any activity of YOURS, is reasonably deemed suspicious in any way, including without limitation any deduction made by the Tracking Tool which detection shall be enough evidence to be accepted as Fraudulent Activity and is hereby accepted as such by you without the right to, MARKETING ANGELS may in its absolute discretion, delay payment of the Commission to the Partner for up to one hundred and eighty (180) days in order to look into and verify the suspicious activity.

7.2 YOU ARE AT ALL TIME PROHIBITED FROM:

(a) using spam of any kind to trigger any Conversion or attract any Referred User or promote the Client.

(b) opening trade accounts with any of the Clients, as well as from one IP address and by its Partner links, and allow/offer relatives, friends and other people it knows to register by its links or do so itself;

(c) attracting Referred Users and/or any other Campaign Type via private communication, i.e. private messages in social networks or messengers, personal emails, phone calls or face-to-face communication;

(d) using instant direct redirect from YOUR or any domain to the Client domain;

(e) buying advertising for brand queries of our Client. Such keywords/brand queries will be made known to you by the Company and/or the Client from time to time.

(f) using branded queries of other competitor companies for advertising any Client's brand and comparing it with other brands in ads, or unjustifiably showing other brands in a bad light, or any other unauthorized use of any
third-party copyrights or trademarks. We recommend excluding keywords related to certain competitors.

(g) offering Referred Clients to register with any Client for a compensation or for any kind of profit and representing that there may be a welcome/deposit, bonus/re-deposit bonus, volume bonus, gifts/gadgets, and/or cash rebates;

(h) publishing false information in order to attract more users, visitors, traffic, the triggering of any Conversions and/or potential Referred Users and/or Traffic and/or any traffic under a Campaign Type and/or misleading clients, visitors, traffic and/or potential Referred Users and/or Traffic and/or any traffic under a Campaign Type;

(i) in the case of Facebook, using fraudulent schemes when buying advertising on any Client's brand;

(j) purchasing ads for pages that may appear to the user as a Client's pages as well as creating and maintaining these pages. The only way that YOU are permitted to work with Facebook, is by keeping a page of YOUR own
resource that is not similar to the resources of any of the Clients, and by purchasing advertisements for this resource;

(k) in the case of doorways, using persons' names and brand names of other companies as keywords.

(l) Using any Client's brand for any unlawful activities, or having any content YOUR website, that is defamatory, violent, pornographic unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material; or violate any intellectual property or other proprietary rights of any third party or has defamatory or harassing and deceitful or untruthful comments and statements about any Client.

(m) Using the practice of brand bidding.

(n) Attracting, either intentionally or unintentionally, traffic that is unrelated and/or is irrelevant to any of the Client. Doorways shall only be accepted with approved pre-landings only.

7.3 In the event that WE determine that any activity constitutes Fraudulent Traffic or illegal, we shall have the right, in addition to any other right or remedy available to US, to recalculate or withhold any Payout Amount, terminate with immediate effect the Agreement and/or cancel with immediate effect any Campaign, at OUR absolute discretion without prejudice to any other right and/or remedy available to US.

8.1 The terms of the Agreement shall commence as of the Date and shall continue until it expires as specified in the IO or until terminated in accordance to the T&C.

8.2 Except as otherwise expressly provided in the Agreement, either party to the Agreement reserves the right to:

(a) Terminate the Agreement for any reason, at any time, after providing the other party with a forty-eight working hour (48) hour notice (via email); and/or

(b) cancel any Campaign for any reason, at any time, after providing the other party with a forty-eight working (48) hour notice (via email).

8.3 MARKETING ANGELS may terminate this Agreement or cancel any Campaign immediately and without notice without prejudice to any other legal and/or equitable rights available to MARKETING ANGELS or any of its Clients, in the event that:

(a) YOU are unable to complete, execute and deliver the Services and/or YOUR obligations;

(b) There are reasonable grounds to believe that YOU or YOUR partners, attempts to breach or breaches any part of this Agreement;

(c) There are reasonable grounds to believe that YOU or the YOUR partners, breaches any regulation, rule and/or law of any competent jurisdiction;

(d) There are reasonable grounds to believe that YOU or the YOUR partners, actually has become directly or indirectly involved in any type of fraud and/or Fraudulent Traffic; and/or

(e) YOU do not provide MARKETING ANGELS with the Company KYC within 14 days from the Date and/or upon the request of MARKETING ANGELS.

8.4 YOU understand and accept that upon termination of the Agreement and/or cancellation of any Campaign:

(1) YOU shall immediately stop providing the Services in relation to the Agreement and/or any particular cancelled Campaign, as the case may be,

(2) Such termination or cancellation shall be without prejudice to any outstanding or accrued obligations the Partner has vis-à-vis MARKETING ANGELS ,

(3) any authorization or powers of attorney or any rights granted by MARKETING ANGELS or any Client to YOU shall be automatically terminated and withdrawn,

(4) any assignment, transfer and/or license of any intellectual property rights, including such rights relating to the Client Marketing Material, by one party to another, shall be considered as automatically terminated and each party shall immediately cease the use of the intellectual property rights of the other party on and remove them, overall from its website or in any other way,

(5) any authorisation or powers of attorney or any rights granted by YOU to YOUR partners or any other party shall be automatically terminated and withdrawn, and

(6) YOU shall immediately return to MARKETING ANGELS all Marketing Material, documents, brochures, all reports and any other material in YOUR possession including but not limited to the registered domain names and/or any other information relating to the Services and any other services under the Agreement.

9.1 The Parties agree to keep confidential and not to disclose to any third party any confidential information given by the other Party under the Agreement including without limitation all the communication, documentation or other
information exchanged between them, both during the term of the Agreement as well as after its termination, except as permitted by clauses 9.2 and 9.3 below.

9.2 Each party may disclose the other Party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this Agreement. Each Party
shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with this clause 9; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 Subject to this, MARKETING ANGELS has the right, without prior notice to the Partner, to disclose and/or consent to the disclosure of Personal Data, including without limitation to the data provided under clause 6, any data connected to confidential information and/or details of the transactions of the Partner (i) in order to comply with the requirements of the regulatory authorities of Gibraltar and/or of those of the Client's jurisdictions (including but without limitation to any disclosures required to be made to Gibraltar's Financial Service Authority for any breach of the Agreement and/or of applicable laws, on the part of the Partner and/or to any publications to be made on public websites in connection thereto), and/or (ii) to its auditors/consultants, companies belonging to the group of companies MARKETING ANGELS belongs to, I MARKETING ANGELS 's Partner companies, and/or to any other company which may be directly or indirectly controlled by MARKETING ANGELS , for the purpose of facilitating the performance of the Agreement, provided that they are informed and committed to the confidentiality of the information communicated. All of the Partner's Personal Data shall be processed in strict accordance with the provisions of the Data Protection Legislation.

9.4 No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement (Permitted Purpose).

9.5 Each Party shall, at its own expense, ensure that it complies with and provides any assistance that may be required to the other Party to comply with the requirements of Data Protection Legislation and regulatory requirements in force from time to time relating to the use of personal data. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

9.6 Without prejudice to the generality of this clause, the Partner shall, in relation to any Personal Data processed in connection with the Permitted Purpose and the performance by the Partner of its obligations under this Agreement:

(a) process that Personal Data (as defined by the applicable Data Protection Legislation) only for the Permitted Purpose and on the written instructions of MARKETING ANGELS unless the Partner is required by applicable laws to
otherwise process that Personal Data;

(b) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data for the Permited Purpose and hereby irrevocably represents and warrants, and MARKETING ANGELS hereby relies on such representations and warranties, that the consent of any natural person (directors, ultimate beneficial owners, shareholders and/or authorized signatories of an Partner being a legal entity) of whose personal data has
been submitted to MARKETING ANGELS , has been freely provided and that any such natural person is well informed and consents to the disclosure provisions of this clause 9 ;

(c) ensure that it has in place appropriate technical and organizational measures, reviewed and approved by MARKETING ANGELS , to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(d) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(e) in the event of sub-processing, ensure that:

i. it has previously informed MARKETING ANGELS and obtained its prior written consent;

ii. the processing services by the sub-processor will be carried out in accordance with this clause 9; and

iii. it promptly sends a copy of any sub-processor agreement it concludes to MARKETING ANGELS.

(f) ensure that when transferring any Personal Data outside of the European Economic Area that unless the prior written consent of MARKETING ANGELS has been obtained and that that the processing, including the transfer itself, of the Personal Data has been and will continue to be carried out in accordance with the relevant provisions of the applicable Data Protection Legislation;

(g) Notify MARKETING ANGELS without undue delay (and in any case within 24 hours) about:

i. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

ii. any accidental or unauthorised access; and

iii. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do soon becoming aware of a Personal Data breach;

(h) assist MARKETING ANGELS, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(i) at the written direction of MARKETING ANGELS, delete or return Personal Data and copies thereof to MARKETING ANGELS on termination of the Agreement unless required by Applicable Law to store the Personal Data; and

(j) maintain complete and accurate records and information to demonstrate its compliance with this clause.

9.7 The Partner acknowledges and accepts that it/she/he has read and has irrevocably accepted by signature of the Insertion Order.

10.1 MARKETING ANGELS reserves the right to unilaterally amend, from time to time, for any reason whatsoever all or part of these T&C.

10.2 Without prejudice to the above, MARKETING ANGELS may amend the T&C where it considers that such amendments are required in order to comply with any legal obligation or any publication by a regulatory authority of a competent
jurisdiction. Such changes shall have immediate effect and shall not require YOUR previous consent. MARKETING ANGELS inform the Partner by written email, and such changes shall have effect upon delivery of the email.

10.3 MARKETING ANGELS shall have the right to amend these terms and conditions unilaterally. MARKETING ANGELS shall notify YOU of the changes through an email. Such amendments shall be effective and incorporated into the Agreement, following three (3) business days from the date of notification.

10.4 If YOU do not wish to accept any such amendment(s), YOU may terminate the relationship with MARKETING ANGELS within forty-eight (48) hours from the date notification. YOUR continued participation in the Services for or for more than 3 business days, shall constitute positive acceptance of any such amendments.

10.5 Any amendments requested by YOU shall not be effective unless accepted by US in writing and included in the Insertion Order, as an amendment or otherwise. YOU understand and agree that YOUR consent is not required in
order for any changes and/or amendments to be effective.

11.1 The Partner shall not assign, transfer, subcontract or sublicense, in whole or in part, the Agreement or any of its rights or obligations hereunder determined, without MARKETING ANGELS's prior written consent in each instance. Any attempt to assign the Agreement other than as permitted above shall be considered void and invalid.

11.2 MARKETING ANGELS may at any time assign, transfer, subcontract or sub-license, or deal in any other manner with, in whole or in part the Agreement or any of its rights or obligations hereunder determined.

12.1 Each party will indemnify, defend and hold harmless the other and its Partners and each of their respective officers, directors, employees, and agents from and against any losses, costs, liabilities, damages, claims and expenses, including reasonable attorneys' fees, arising out of any breach of the representations, warranties and covenants made by such party herein. The indemnifying party reserves the right, at its expense, to assume the exclusive defense and control of any matter for which it is required to indemnify the indemnified party, and the indemnified party agrees to reasonably cooperate with the indemnifying party's defense of such claims and shall have the right to participate with counsel of its own choosing at its own expense. The indemnifying party will not enter into any settlement of any claim without the
prior written consent of the indemnified party, such consent not to be unreasonably withheld or conditioned.

12.2 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by
the indemnified party arising out of or in connection with the breach of any applicable Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the
claim and sole authority to manage, defend and/or settle it.

12.3 In the event of any claim against US, in relation to or in connection with the Agreement, WE reserve the right, at OUR sole discretion, to withhold wholly or partly any amount from the Fees/Payout Amount, and such amount shall not be rendered payable, in order to offset any costs, suspected or anticipated costs associated with any potential or pending regulatory or legal actions.

MARKETING ANGELS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES TO THE Partner OR ANY PERSON (INCLUDING WITHOUT LIMITATION, ANY PAYMENT FOR LOST REVENUES, LOST DATA, LOST PROFITS OR LOSS OF GOODWILL), WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY MARKETING ANGELS 'S NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EVEN IF MARKETING ANGELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. UNDER NO FORECASTS BY MARKETING ANGELS BE BINDING AS COMMITMENTS OR PROMISES BY MARKETING ANGELS AND/OR GIVE RISE TO ANY LIABILITY. IN NO EVENT WILL MARKETING ANGELS 'S OR ITS PartnerS' TOTAL LIABILITY TO YOU OR TO ANY OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CUASES OF ACTIN ARISING OUT OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED THE ONE (1) MONTH'S COMMISSION, FEES, PAYOUT AMOUNT AND/OR PAYMENT (CALCULATED AS THE AVERAGE MONTHLY COMMISSION EARNED BY YOU OVER THE PREVIOUS THREE (3) MONTHS) DURING ANY TWELVE (12) MONTHS PERIOD. THIS LIMITATION APPLIES DESPITE THE AMOUNT OF INJURIES CAUSED BY AND THE NUMBER OF SEPARATE OCCURRENCES OF LIABILITY DURING ANY TWELVE MONTH (12) PERIOD.

14.1 FORCE MAJEURE:
Neither party will be liable for delays or failures of performance caused by occurrences beyond their reasonable control including, but not limited to, acts of God or the public enemy, compliance with any order or request of any government authority, fires, floods, riots, accidents, explosions, embargos, strikes or other concerted acts of labor, material shortages, transportation interruptions, national emergencies, acts of terrorism or war, or Internet or communication failure, or any causes, whether or not of the same class or kind as those specifically named above, which are not within the reasonable control of MARKETING ANGELS or the Partner, respectively.

14.2 WAIVER:
All waivers hereunder shall be in writing. A waiver of any default hereunder, or any of the terms and conditions of the Agreement, shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or
condition, but shall apply solely to the instance to which such waiver is directed.

14.3 NOTICES:
Any notices under the Agreement shall be sent in writing to the email addresses designated in the Insertion Order, or as otherwise designated from time to time during the term of the Agreement. Any notice and/or documents, will be deemed to have been received on the same business day if sent by during normal business hours of the recipient and if not sent during normal business hours, on the recipient's next business day.

14.4 NO PARTNERSHIP OR AGENCY

14.4.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

14.4.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15.1 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of Gibraltar.

15.2 Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the laws of arbitration of Gibraltar, as amended from time to time, and the provisions of which are deemed to be incorporated herein by reference. The decision of Gibraltar arbitration shall be binding upon both parties. If the parties fail to agree on the appointment of an arbitrator within 7 clear days, then the competent authority of Gibraltar shall appoint the arbitrator.

(a) The number of arbitrators shall be one.
(b) The seat, or legal place, of arbitration shall be the capital of Gibraltar.
(c) The language to be used in the arbitral proceedings shall be English.

Conversion: any such action required under a Campaign, agreed in the IO, which may include but not be limited to (i) clicks, (ii) installations or installations and opening of applications (Install), (iii) first-time deposits (FTD), (iv) Company's application installation and opening (Install & Open), (v) leads, (vi) registration of Referred User for an account with the Company
(Registration) and/or (v) impressions/viewings, by Referred Users and/or Traffic and/or any traffic under a Campaign Type.

Campaign: CPA, CPI, CPM, CPE, CPC, Programming, Re-engaging/Re-targeting users or any other campaign agreed in the IO.

Commission / Commission Rates: the commission and/or rates agreed and defined in the IO.

Company KYC:
(a) certificate of incorporation;
(b) certificate of shareholders;
(c) certificate of registered office;
(d) certificate of directors;
(e) a recent certificate of incumbency listing the above, can be accepted in lieu of the above;
(f) certificate of good standing (only applicable to corporations established more than 12 months ago);
(g) memorandum and articles of association, constitutions, or by laws (as may be applicable);
(h) Proof of Identity and Proof Of Address: (issued within the last 3 months) for all directors, beneficial owners, shareholders with 10% share or more and authorized signatories of a legal entity.

Connected Person: the Partner and any other person associated (directly and/or indirectly with the Partner) including any member of the Partner's family, any legal person (of any form or manner) whether incorporated or not, whether directly or indirectly controlled, controlling or under common control with the Partner.

Contact Information: contact information of each Party as defined in the IO.

CPA: a pricing model used in online marketing which means cost per Conversion as such Conversion shall be specified in the IO.

CPC: a pricing model used in online marketing which means valid cost per click by Referred Users or any traffic of a Campaign Type, on Marketing Material placed in the Partner Platform or any other Conversion as shall be specified in the IO. Valid CPC means a click that may be deemed valid by the Company when it meets certain criteria.

CPI: a pricing model used in online marketing which means valid cost per Install of the Client's mobile applications or any other Conversion as shall be specified in the IO. Valid CPI means an Install that may be deemed valid by the Company when it meets certain criteria.

CPM: a pricing model used in online marketing which means valid Cost Per Mile impressions/viewings (one thousand impressions) of the Campaign as shall be specified in the IO.

CPL: a pricing model used in online marketing which means valid cost per lead and/or any Conversion as defined in the IO. Valid CPL means a referral of a Referred User which has completed successfully his Registration DOI in accordance with the terms and conditions of the Agreement.

Currency: the currency stated in the IO.

Data Protection Legislation: the applicable local legislation with regards to the protection of personal data and any other directly applicable regulation relating to privacy (DPA).

Campaign Type: Referred Users or any other users as shall be defined in the IO under Campaign Type

Fees or Payout Amount: the total fees to be calculated on the basis of any Commission or otherwise .

Fraudulent Traffic: means any deposits, revenue or traffic generated via, including but not limited to, (i) unauthorized and/or illegal means/actions, (ii) other means/actions which are in breach of the Marketing Guidelines, (iii) targeting Restricted Countries, (iv) what is described in section 8.2 of this Agreement (v) using cashback schemes made by the Partner or its subcontractors or agents, irrespective of whether any loss and/or damage has been caused or not. Fraudulent Traffic includes, but is not limited, to any unauthorized use of any account, copyright, trademark, right, false advertising, Unsolicited Promotions, deposits generated by stolen credit cards and/or manipulation of the Services and the Agreement and/or any other fraudulent activity that may be detected by the Tracking Tool.

Marketing Guidelines: the marketing guidelines that can be found here
https://themarketingangels.com/compliance/marketin..., as amended from time to time. Marketing Material: all advertising, marketing and promotional elements and material including, but not limited to, multimedia images, video banners, graphics, text, data, creative material, tags, videos, logos, links, statements, information, circulars or other objects (i) originated by, or transmitted from, the Company to the Partner and/or (ii) developed by the
Partner in accordance to the Marketing Guidelines and following approval by the Company, as applicable.

Partner Online Platform: the Partner's online advertising network/placement under its control and/or via any other ways that will be defined in the IO.

Payment: any Fees owed by the Company under the Agreement.

Personal Data, or personal information: any information about an individual from which that person can be identified. It does not include data where the identity has been removed (known as "anonymous data").

Platform: the Client's official website and the electronic financial trading software of the Client made available online to users for trading, either in desktop or mobile versions.

Process/processing, controller, processor, data subject and supervisory authority: shall have the same meaning as prescribed in the Data Protection Legislation.

Unsolicited Promotions means a form of written or oral communication disseminated by the Partner, directly or indirectly, including without limitation to including, but not limited to, private messages in social networks or messengers, personal emails, phone calls or face-to-face communication. Unsolicited Promotion shall include any communication addressed to a
third party who has not given their consent to receive such communication or any communication that contains false or misleading information/statement.

Referred User, User or Traffic: a user referred by the Partner in accordance with the specifications of a Campaign confirmed by the Tracking Tool and which (i) never registered for a Company account, and (ii) is not a Connected Person.