This Affiliate Agreement (the “Agreement) is entered into by and
between, SurgeTrader, LLC, a Delaware
limited liability with its principal office located at 4851 Tamiami Trail N, Suite 200, Naples, Florida 34103 (the “Prop Firm”); and
the acknowledging party (the “Client” or “Affiliate”)
(Collectively, the “Parties” or individually as “Party”).
Whereas, the Prop
Firm is engaged in the creation of customized trading software solutions
for proprietary trading firms, focusing on creating automated streamlining
processes using custom applications and scripts, code review and analysis.
As set forth in greater detail below, the Prop Firm will provide the
Client with compensation set forth in the Fee Schedule hereto as “Schedule
1” and in exchange, the Client shall refer to Prop Firm potential
traders for purposes of qualifying the trader candidates.
WHEREAS, the Client
wishes to supply the Prop Firm with prospective candidates for its
Services, and, the Prop Firm has agreed to provide its Services; and, NOW,
THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by Prop Firm and the
Client as follows:
The following definitions and rules of interpretation
apply to this Agreement:
Section 1.1 Definitions.
(a) Business Day: a calendar day other than
Saturday, Sunday or Federal holiday in Florida, USA in which banking
institutions situated in Florida are closed for business.
(b) Client Account: Shall mean the Client’s account with
the Prop Firm in respect of the Services.
(c) Client Content: Shall mean:
i. all text, information, data, software, executable code,
images, audio or video material, in whatever medium or form, inputted by the
Client, Authorized Users or the Prop Firm on the Client’s behalf for the
purpose of using, developing, using or maintaining the Services or facilitating
the Client’s or any End-User’s use of the Services; and,
ii. All End-User Content, to the exclusion of any and all
authentication information provided in relation to the Client Account.
(d) Effective Date: Shall mean the date of
this Agreement as the date on which the Client registered as an Affiliate on
the Prop Firm’s website.
(e) End User: Shall mean any person or entity the Client
permits access to use any Assessment Service. For avoidance of doubt, End Users
shall be considered customers of the Prop Firm.
(f) End-User Account: Shall mean the account held and
maintained with the Client by any End-User as a prerequisite to accessing and
using the relevant Services.
(g) End-User Content: Shall mean:
i. all text,
information, data, images, audio or video material, in whatever medium or form,
inputted by any End-User in relation to the use of the Services; and
ii. all information related to any End-User that is processed
or stored by the Services but excluding all authentication information provided
in relation to any End-User Account.
(h) Error: Shall mean a perceived error.
(i) Fees: Shall
mean the fees determined from time to time in accordance with the Fee Schedule
rates set out in Schedule 1 attached hereto.
(j) Intellectual Property Rights: Shall mean patents,
utility models, rights to inventions, copyright and neighboring and related
rights, moral rights, trademarks and service marks, business names and domain
names, rights in get-up and trade dress, goodwill and the right to sue for
passing off or unfair competition, rights in designs, rights in computer
software, database rights, rights to use, and protect the confidentiality of,
confidential information (including know-how and trade secrets) and all other intellectual
property rights, in each case whether registered or unregistered and including
all applications and rights to apply for and be granted, renewals or extensions
of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or
in the future in any part of the world, and Intellectual Property Rights
include, without limitation, any Marks.
(k) Mark Guidelines: Shall mean the mark guidelines as
may be notified to the Client from time to time.
(l) Marks: Shall mean:
i. Any trademarks, trade names, service marks, trade dress,
logos, URLs and domain names;
ii. Any identifying slogans and symbols;
iii. Any abbreviation, contraction or simulation of any of the
items in paragraph (a) or paragraph (b); and
iv. the “look and feel”, of a Party to this Agreement,
whether or not registered.
v. Normal Business Hours: Shall mean from 9:00 am to 6:00 pm
Eastern Standard Time.
(m) Private Label: Shall mean the provision
of technologies under this Agreement.
(n) Services: Shall mean the services as set
forth in this Agreement.
(o) Software: Shall mean the online software
applications and tools obtained by the Prop Firm from time to time as part of
the Services, including any updates which may be made to such applications and
tools from time to time.
(p) Virus: Shall mean anything or
device (including any software, code, file or program) which may: prevent,
impair or otherwise adversely affect the operation of any computer software,
hardware or network, any telecommunications service, equipment or network or
any other service or device; prevent, impair or otherwise adversely affect
access to or the operation of any program or data, including the reliability of
any program or data (whether by re-arranging, altering or erasing the program
or data in whole or part or otherwise); or adversely affect the user
experience, including worms, trojan horses, viruses and other similar things or
Section 1.2 Client
A reference to a Client shall include any
Client, corporation or other body corporate, wherever and however incorporated
Section 1.3 Construction.
Unless the context otherwise requires, words
in the singular shall include the plural and, in the plural, shall include the
Section 1.4 Statutory
A reference to a statute or statutory
provision is a reference to it as it is in force as at the date of this
Section 1.5 Subordinate
Any reference to a statute or statutory
provision shall include all subordinate legislation made as at the date of this
Agreement under that statute or statutory provision.
Section 1.6 Articles
& Sections & Schedules.
References to articles and schedules are to
the articles and schedules of this Agreement; references to sections are to
section of the relevant schedule to this Agreement.
Section 1.7 Priority.
If there is an inconsistency between any of
the provisions of this Agreement and the terms and conditions located on any
other document, the provisions of this Agreement shall prevail. If there is an
inconsistency between any of the provisions in the main body of this Agreement
and the terms and conditions set out in any schedule to this Agreement, the
provisions in the main body of this Agreement shall prevail.
Representations & Warranties.
Section 2.1 Representations
and Warranties of the Prop Firm.
The Prop Firm represents and warrants to, and
covenants with, the Client the following:
(a) Organization, Existence, and Good Standing. The Prop Firm is a duly organized limited liability
company, validly existing, and in good standing under the Laws of the State of
Delaware, and to the best knowledge of the Prop Firm, it is duly qualified to
transact business inside and outside the State of Delaware.
(b) Authority for Agreement; Authorization. To the best knowledge of the Prop Firm, the Prop Firm
has the capacity, power, and authority to enter into, and perform its
obligations under this Agreement, and to carry out the transactions
(c) No Conflicts. To the best knowledge of the Prop Firm, the execution
and delivery of this Agreement does not conflict with or result in any
violation of or default under any mortgage, indenture, lease, loan or credit
agreement, or other agreement, instrument, applicable law, or license
applicable to the Prop Firm, or any order that affects or binds the Prop Firm.
(d) Litigation. To the best knowledge of the Prop Firm, there is no
litigation to which the Prop Firm is a party pending or, threatened that
involves or could involve the validity of this Agreement or of any action taken
or to be taken by the Prop Firm in connection herewith.
(e) License of Proprietary Software. To the best knowledge of the Prop Firm, the Prop Firm
holds a valid license to use proprietary software referenced in the foregoing
recitals and Agreement and provide Services related to the Software.
(f) Compliance with Laws. To the best knowledge of the Prop Firm: (i) The Prop Firm is in compliance in all material respects
with each Law applicable to the provision of Services, (ii) No event has
occurred or circumstance presently exists that resulted in a violation by the
Prop Firm of, or a failure on the part of the Prop Firm to comply with, any Law
relating to the Services, or may give rise to any obligation on the part of the
Prop Firm to undertake, or to bear all or any portion of the cost of, any remedial
action with respect to the Services.
(g) Disclosure. Neither this Agreement, or other information
furnished or to be furnished by Prop Firm in connection with this Agreement and
the transactions contemplated hereby contain or will contain any untrue
statement of a material fact or will omit to state a material fact necessary to
make the statements made, considering the circumstances in which they are made,
Section 2.2 Representations
and Warranties of the Client.
The Client represents and warrants to the Prop Firm, as
(a) Organization, Existence, and Good Standing. The Client is a duly organized entity or individual,
validly existing, and in good standing and is duly qualified to transact the
business contemplated under this Agreement.
(b) Authority for Agreement. The Client has the requisite legal power and authority
to execute and deliver this Agreement, to perform the Client’s obligations
hereunder, and to consummate the transactions contemplated in this Agreement,
all of which have been duly authorized and approved by all necessary company
action and for which, no approval or consent of any Person or Governmental
Authority is required that has not been obtained, and, no filing or other
notification to any Person or Governmental Authority is required that has not
been properly completed. This Agreement constitutes the valid and legally
binding obligation of the Client, enforceable in accordance with its terms.
(c) Litigation. There is no litigation to which the Client is, or is
threatened to be, a party pending or, threatened that involves or could involve
the validity of this Agreement or of any action taken or to be taken by the
Client in connection herewith.
(d) Brokers, Finders, Etc. All negotiations relating to this Agreement and the
transactions contemplated herein have been carried on without the participation
of any Person acting on behalf of the Client in such manner as to give rise to
any valid claim against the Client or the Prop Firm for any brokerage or
finder’s commission, fee, or similar compensation.
(e) Compliance with Laws. The Client is in compliance in all material respects
with each Law applicable to the provision of Assessment Service, no event has
occurred or circumstance presently exists that (with or without notice or lapse
of time, or both) may constitute or result in a violation by the Client of, or
a failure on the part of the Client to comply with, any Law relating to the
Services, or may give rise to any obligation on the part of the Client to
undertake, or to bear all or any portion of the cost of, any remedial action
with respect to the Services.
(f) Survival of Termination. The representations and warranties of Client contained
in this Agreement or in any instrument delivered by Client shall survive the
date of termination of this Agreement.
(g) Disclosure. Neither this Agreement, or other information furnished
or to be furnished by the Client in connection with this Agreement and the
transactions contemplated hereby contain or will contain any untrue statement
of a material fact or will omit to state a material fact necessary to make the
statements made, considering the circumstances in which they are made, not
Without prejudicing the rights and remedies of the Prop
Firm, the Agreement shall immediately terminate, in the Prop Firm’s sole
discretion, upon the occurrence of one or more of the following events:
(a) The Client commits a material breach of this
Agreement, the meaning of which shall solely be decided by the Prop Firm and
the Client cannot remedy the material breach, within 20 (twenty) calendar days
from the date of issuance of Notice of default by the Prop Firm;
(b) This Agreement may be terminated immediately upon
written notice if either Party: (i) has any
professional license required by applicable law or this Agreement suspended,
restricted, or revoked; (ii) is adjudicated insolvent or bankrupt or makes any
assignment of its assets for the benefit of its creditor, a receiver,
liquidator, or any trustee in bankruptcy; (iii) fails to discharge within
thirty (30) days from filing, any involuntary petition in bankruptcy; or (iv)
institutes any proceedings under federal or state insolvency laws seeking
relief, reorganization, or discharge of any of its debts; or,
(c) Notwithstanding the terms set forth in this
Agreement, The Prop Firm reserves the exclusive right to terminate this
Agreement, at any time, for any reason, without justification or notice to the
Section 4.1 Client.
Prop Firm shall indemnify and hold Client harmless, as
well as Client’s officers, and directors, (collectively the “Indemnified
Client Parties”) against any and all claims, causes of action,
judgments, losses, damages, costs, expenses, and all other liability of
whatever form or nature, including, but not limited to, reasonable attorney’s
fees and other costs of legal defense, that any of the Indemnified Client
Parties may sustain or incur, directly, as a result of intentional wrongful
acts by Prop Firm, its representatives, directors, officers, employees, agents,
successors (collectively the “Indemnifying Prop Firm Parties”),
including, without limitation, any of the Indemnifying Prop Firm Parties’: (i) willful breach of any of the provisions of this
Agreement; or (ii) intentional violation of any applicable law, regulation, or
Section 4.2 Prop
Client shall indemnify and hold Prop Firm harmless, as
well as Prop Firm’s officers, directors, employees, agents, successors,
subcontractors, suppliers, and assigns (collectively the “Indemnified
Prop Firm Parties”) against any and all claims, causes of action,
judgments, losses, damages, costs, expenses, and all other liability of
whatever form or nature, including, but not limited to, attorney’s fees and
other costs of legal defense through appeal, that any of the Indemnified Prop
Firm Parties may sustain or incur directly or indirectly, as a
result of any acts by the Client, its representatives, directors, officers,
employees, agents, successors or assigns (collectively, the “Indemnifying
Client Parties”), including, without limitation, any of the
Indemnifying Client Parties’: (i) breach of any of
the provisions of this Agreement; (ii) Intentional tortious conduct; (iii)
misrepresentations or false statements about Prop Firm Parties, its services
not specifically authorized herein or otherwise in writing; and/or (iv)
violation of any applicable law, regulation, or orders.
Limited Disclaimer of Warranty; Force Majeure
UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, PROP FIRM
SHALL NOT BE LIABLE TO CLIENT FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, OR
INDIRECT DAMAGES, OR ANY DAMAGES TO CLIENT’S PROPERTY, BUSINESS INTERRUPTION,
LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT BASED ON A THEORY OF PRODUCTS LIABILITY, BREACH OF
CONTRACT, BREACH OF WARRANTY OF MERCHANTABILITY, TRADEMARK, COPYRIGHT OR PATENT
Further, neither Party shall be liable for, or will be
considered to be in breach of or default under this Agreement if any force
majeure event occurs, such as pandemic, flood, hurricane, famine, casualty, the
affected Party will give prompt written notice to the other Party under the
terms of this Agreement and will use commercially reasonable efforts to
minimize the impact of the event. The notification will provide evidence of the
force majeure to the satisfaction of the other Party.
Confidentiality; Restrictive covenants; Independent
Section 6.1 Absence
of Third-Party Agreement.
By executing this Agreement, Client certifies to Prop
Firm that Client has not executed an agreement with a third party, or potential
competitor of Prop Firm, restricting Client’s ability to perform under the
terms and conditions enumerated in this Agreement (hereinafter, “Restrictive
Agreement”). In the event Client is a signatory to a Restrictive
Agreement, then Client must disclose to Prop Firm the existence of the
Restrictive Agreement and turnover a fully executed copy of the Restrictive
Agreement immediately. The Parties agree full disclosure of the documents
contemplated under this Section 6.1, is a condition precedent to entering in
this Agreement and failure to perform under this Section 6.1 of this Agreement,
then the Client shall be terminated immediately. Further, Client agrees to
fully indemnify Prop Firm from any claim by any former client, its affiliates,
successors and heirs to involving any third parties claims against the Prop
Firm involving Client’s present relationship with the Prop Firm, involving any
valid Restrictive Agreements entered into by Client and a previous third party.
Section 6.2 Return
Upon the written request of the Prop Firm and, in any
event, immediately upon the termination of Prop Firm’s Services will return to
the Client all documents and materials pertaining to the Prop Firm’s business
and Client’s contract (including all copies thereof), including without
limitation, all materials and copies thereof relating to any Confidential
Information of the Prop Firm’s.
Section 6.3 Technology.
Client agrees that it shall not use any technology which
is the property of the Prop Firm for any purpose other than the purpose
consistent with the Agreement. Additionally, Client shall confirm in writing of
its compliance of the Client’s directives under any section pertaining to the
use of Prop Firm’s Services and products that are created therefrom upon
written request by Prop Firm.
Section 6.4 Confidential
As used in this Agreement, the term “Confidential
Information” shall include but not be limited to facts, opinions,
conclusions, projections, records, lists, data, information, trade secrets,
domains, passwords, methods, algorithms, intellectual property, or know-how
relating to any development, research, project, work in process, future
development, engineering, manufacturing, methods of determination of prices,
trader portals, marketing, profits, sales, net income, indebtedness, or other
financial or personnel matter relating to the Prop Firm’s Services, the Client
or their respective present or future products, services, sales, end users,
employees, strategic partners. investors, prospects, markets or Prop Firm’s
business generally, whether communicated orally or in writing or obtained by
Client or through observation or examination of Prop Firm’s procedures or
obtained during the term of this Agreement and thereafter. During the Term
hereof, the Parties shall use each other’s Confidential Information only to the
extent that such use is reasonably necessary to carry out the intent of this
Agreement. All other uses of the Prop Firm’s Confidential Information shall be
strictly prohibited, except as otherwise agreed in writing.
Section 6.5 Injunctive
In the event of a Client’s breach or threatened breach of
this Article 6, the Prop Firm shall be entitled to injunctive relief to
restrain the breaching party from disclosing, whether in whole or in part, the
Confidential Information of the other, without the necessity of posting bond or
other security. The Parties agree that a breach of this Article 6 would cause
the party whose Confidential Information is being disclosed or threatened to be
disclosed irreparable harm in an amount that is virtually impossible to ascertain.
The remedies under this Article 6 shall be in addition to any other remedy
available to the Prop Firm under the law or in equity.
Section 6.6 Exclusions.
Notwithstanding any of the foregoing, neither party shall
be liable to the other, under this Agreement or otherwise, with respect to the
disclosure and/or use of any of the other’s Confidential Information, provided
that the disclosing party can establish that the Confidential Information:
(i) has become generally known
or available to the public without breach of this Agreement;
(ii) was known by the receiving party before receiving
such information from the disclosing party;
(iii) has become known by, or has been made available to,
the disclosing party through an independent third-party source, provided that
the disclosing party had no knowledge as to any breach of confidentiality
committed by such third-party source, prior to the disclosure by the disclosing
(iv) was received with a written statement providing that
the Confidential Information was conveyed without any restrictions on
(v) has been approved for release or use by the prior
written authorization of the Prop Firm.
Section 6.7 Obligations.
The Parties hereby acknowledge that irreparable injury
and damage will result to the Prop Firm from the unauthorized disclosure of any
Confidential Information to third parties by the Client, as well as from the
utilization of the Confidential Information for any purposes other than those
contemplated in this Agreement. The Parties therefore agree as follows:
(i) Client shall hold the
Confidential Information in strict confidence;
(ii) Client shall not disclose the other’s Confidential
Information to any third party, except as specifically authorized herein or as
specifically authorized by the Prop Firm in writing;
(iii) Client shall use reasonable precautions including,
without limitation, the protection of documents from theft, unauthorized
duplication, ransomware, and discovery of contents, and restrictions to access
thereof by other persons; and,
(iv) The Client shall not use the Prop Firm’s
Confidential Information for any purpose other than may be required under this
Agreement from time to time.
Section 6.8 Brief-Forfeiture.
Client acknowledges that the consideration for this
Agreement is significant, and that Client’s breach of any section hereof shall
gravely affect the effective and successful conduct of the business of Prop
Firm. Any breach of the terms of this Agreement is a material breach of this
Agreement, from which Client may be enjoined and for which Client shall also
pay to Prop Firm all damages (including but not limited to compensatory,
incidental, consequential and lost profits damages), which arise from such breach,
together with interest, costs and Prop Firm’s reasonable attorney’s fees to
enforce this Agreement. Without limiting the alternatives available to Prop
Firm, such damages and attorney fees may be recovered by Prop Firm, as well as
the forfeiture of any profits Client may obtain from breaching this Agreement.
In addition, Client understands that if Client breaches the terms of this
Agreement while Client is still engaged with Prop Firm, and Prop Firm in its
sole discretion, may take any action as it deems appropriate, up to, and
including the termination of this Agreement. The covenants set forth herein
shall be construed as agreements independent of any other provision in any
other agreement by, between, among, of affecting Prop Firm and Client, and the
existence of any claim or cause of action of Prop Firm against the Client,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement of this Agreement.
Section 7.1 Notices.
Any and all notices required or permitted under this
Agreement shall be in writing and shall be personally delivered, sent by
registered mail, a recognized overnight delivery service, or by other means
which affords the sender evidence of delivery, or of rejected delivery, to the
respective parties at the addresses shown below, unless and until a different
address has been designated by written notice to the other party. Any notice by
a means which affords the sender evidence of delivery, or rejected delivery,
shall be deemed to have been given at the date and time of receipt or rejected
To Prop Firm:
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
E-Mail: [email protected]
Section 7.2 Marketing.
Client shall not distribute any digital advertising
explicitly relating to the Prop Firm’s products or services without prior
written consent from the Prop Firm.
Section 7.3 Other
The Parties covenant and agree that they will execute any
further instruments and/or documents as are, or may become, reasonably
necessary or convenient to effectuate and carry out the purposes and provisions
of this Agreement.
Section 7.4 Choice
of Law; Jurisdiction; and Prevailing Party.
This Agreement shall be treated as though it were
executed and performed in Florida and shall be governed by and construed in
accordance with the laws of the State of Florida (without regard to conflict of
law principles). Should a dispute arise concerning the terms and conditions of
this Agreement or the breach of same by either party hereto, the Parties agree
to submit their dispute to: You acknowledge and agree that any controversy or
claim arising out of or related to this Agreement, including any claim or
controversy concerning interpretation of this Agreement or your use of this
Services, will be settled by arbitration pursuant to the most recently
effective commercial arbitration rules of the American Arbitration Association
(AAA). This arbitration proceeding will be decided by a single arbitrator
randomly selected from a list of neutral arbitrators maintained by the AAA.
Judgement on any award rendered by the arbitrator may be entered in any court
of competent jurisdiction. The arbitrator will be provided with the right to
award costs and attorneys’ fees to the prevailing party. This arbitration will
be held in Florida and both the Company and Trader agree that they will be
required to be present in Florida for arbitration under the terms of this Agreement
and hereby submit to exclusive personal jurisdiction in Florida. The arbitrator
will apply the laws of Florida in deciding any controversy or claim pursuant to
this Agreement. Any award rendered shall be final and conclusive to the Parties
and a judgment thereon may be entered in any court of competent jurisdiction.
Nothing herein shall be construed to preclude any party from seeking injunctive
relief in order to protect its rights pending any other outcome in litigation.
The prevailing party in any disputes arising out of this Agreement shall be
entitled to recovery of reasonable attorney’s fees and costs from the date of
breach through appeal.
Section 7.5 Entire
This Agreement constitutes the entire agreement of the
Parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements by and between the Parties as well as all proposals,
oral or written, and all negotiations, conversations or discussions heretofore
between the Parties related to this Agreement.
Section 7.6 Recitals.
The Recitals stated above are true and correct as of the
date hereof and are hereby incorporated by reference herein.
Section 7.7 No
No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of
any provision of this Agreement, except by written instrument of the party
charged with the waiver or estoppel. No written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of the term or condition for the future or as to any act other
than that specifically waived.
Section 7.8 Binding
Effect; Successors; Non-Assignment.
This Agreement shall be binding upon, and inure to the
benefit of, Prop Firm and its successors and assigns and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of Prop Firm’s assets and business. The interests of
the Client shall not be assignable without the written consent of the Prop
Firm, nor may Client enter involuntarily assign, alienate or encumber its
rights as set forth in this Agreement.
Section 7.9 Survival.
The termination of this Agreement shall not affect any
accrued rights or liabilities of either party or affect the coming into force
or the continuance in force of any provision which is expressly or by
implication intended to come into or continue in force on or after termination.
Section 7.10 Severability.
If any provision of this Agreement is held to be invalid
or unenforceable by a court of competent jurisdiction, such invalidity or
unenforceability shall not affect the validity and enforceability of the other
provisions of this Agreement and the provisions held to be invalid or
unenforceable shall be deemed amended in such a manner as to render them
enforceable and to effectuate as nearly as possible the original intentions of
Section 7.11 Interpretation.
The Parties each acknowledges that this Agreement was
fully negotiated by the Parties and, therefore, no provision of this Agreement
shall be interpreted against any party because such party or its legal
representative drafted such provision.
Section 7.12 Construction;
Each Party has been given an opportunity to have an
attorney of its choice review and advice that Party of the effect and meaning
of this Agreement and has thoroughly reviewed the Agreement. Accordingly, this
Agreement shall not be interpreted or construed more strictly against the party
causing this Agreement to be drafted. It is agreed and understood that the
general rule that ambiguities are to be construed against the drafter shall not
apply to this Agreement. If any language of this Agreement is found to be
ambiguous, each Party shall have an opportunity to present evidence as to the
actual intent of the Parties with respect to any such ambiguous language.
Section 7.13 Headings.
Section headings used herein are for convenience only and
shall not affect the interpretation or the construction of this Agreement or of
any provision hereof.
Section 7.14 Gender
Whenever required by the context, as used in this
Agreement, the singular number shall include the plural and the neuter shall
include the masculine or feminine gender, and vice versa.
Section 7.15 Counterparts.
This Agreement may be executed and delivered in hard copy
or electronically in counterparts, each of which when executed and delivered
shall be deemed an original and all of which together shall constitute one and
the same instrument. Transmission by telecopy of an executed counterpart of
this Agreement shall be deemed to constitute due and sufficient delivery of
Section 7.16 Knowing
The Parties each acknowledge and represent that they have
carefully read and understand all the provisions of this Agreement, and the
terms and conditions set forth in this Agreement. The Parties further
acknowledge and represent that they enter into this Agreement freely,
knowingly, and without coercion and based on their own judgment. Each Party has
been given an opportunity to have an attorney of its choice review and advise
that Party of the effect and meaning of this Agreement. The only promises made
to any Party about this Agreement, and to sign this Agreement, are contained in
this Agreement. The Parties are signing this Agreement voluntarily.
Section 7.17 Affiliates shall not receive any commissions on Auditions
purchased by SurgeTraders pursuant to a SurgeTrader sponsored promotion or discount.
Section 7.18 Affiliate
commissions attributable to disputed purchases will be deducted from the
withdrawable commission amounts.
IN WITNESS WHEREOF, the
Parties have executed this Agreement as of the date of registration by the
Client on the Prop Firm’s website.
Schedule 1.1 Fee
Client shall receive 10% of all Audition fees, from each
customer Client refers to the Prop Firm through their dedicated and unique
referral hyperlink, affiliate code, or discount code unless an alternative rate
has been agreed upon by both Parties in a written addendum.
Schedule 1.2 Terminability
and Alterability of Fee Rate.
Prop Firm may terminate or alter the fee rate at its sole
discretion, with or without notice, at any time and for any reason.
Purchases are eligible for commission payouts 30 days from purchase. Payments are set to pay as requested from the payment dashboard after 30-day eligibility requirement is satisfied.