eToro Affiliate - TERMS AND CONDITIONS

The following is a list of our complete terms and conditions that apply to all members of the eToro-affiliate.com Affiliate Program. Please read this agreement to its entirety.

By submitting the application form or linking to the eToro Affiliate Program website you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

This Affiliate Agreement ("Agreement") is made by and between Tradonomi Limited. ("Tradonomi"), and the entity registered to be a Forex Affiliate ("eToro Affiliate") on the partner’s registration page (the "Registration Page") located at www.etoro-affiliate.com. This Agreement shall govern the terms and conditions pursuant to which eToro Affiliate shall promote and market the eToro Trading Platform (as defined below).

1. DEFINITIONS

1.1. Acquisition means a monetary transaction made by a Lead who opens a real trading account, deposits money and creates transactions or trades on our platform.

1.2. Affiliate. Shall mean a Prospective Affiliate that has (a) been attributed to eToro Affiliate pursuant to Tradonomi's customary tracking protocols, including but not limited to, the use of eToro unique Affiliate identification code, cookies or otherwise, (b) been accepted by Tradonomi, in its sole and absolute discretion, (c) registered as a "eToro Affiliate" on the Registration Page and thereafter.

1.3. Creative. Shall mean any marketing and/or promotional materials relating to Tradonomi and/or eToro Forex brands that are promoted by Tradonomi and Tradonomi Related Entities as Tradonomi deems necessary or appropriate.

1.4. Confidential Information. Shall include, but shall not be limited to, any and all information associated with the other Party's business and not publicly known, including, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information, whether or not marked as confidential or proprietary.

1.5. eToro Trading Platform refers to the software platform downloadable and/or non downloadable platform from the eToro website and any associated websites.

1.6. Lead. Any unique user that has downloaded and registered to the eToro Trading Platform introduced by an eToro Affiliate that actively promoted the Platform via the Websites. Registration must be for a demo or real account. For the purposes of this agreement a unique user shall only be recognized for one account per user and/or one account per household.

1.7. Malware and Spyware. Relates to the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices.

1.8. Names and Trademarks. Any names and/or trademarks or any other protected marks associated with Tradonomi and eToro Trading Platform.

1.9. Opt-in List. An "opt-in" e-mail address is a list of emails where the individuals on the list have expressly elected to receive e-mails from eToro Affiliate.

1.10. Prospective Affiliates. Any other marketing organizations and/or website owners and/or operators that may be Potential Affiliates of Tradonomi.

1.11. Related Entity[ies]. Any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Tradonomi; where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.12. Territory. Any area, location, territory or jurisdiction as defined by Tradonomi from time to time and subject to the terms of use of the eToro Platform.

1.13. Websites. Any eToro Trading Platform on websites that are managed by an eToro Affiliate that currently have or will have a marketing arrangement with Tradonomi.

2. RESPONSIBILITIES OF AFFILIATE.

2.1. Activities.

The eToro Affiliate will use its best efforts to (a) promote and market the Websites, and (b) identify for Tradonomi prospective Leads. In no event shall eToro Affiliate engage in any marketing or promotional activity related to Tradonomi in any area, location, territory or jurisdiction outside of the Territory as defined by eToro from time to time. eToro Affiliate shall bear all costs and expenses for such activities unless otherwise determined by Tradonomi, in its sole discretion. Under no circumstances shall eToro Affiliate promote or market any other internet entity other than the eToro Platform by means of the Websites.

2.2. Creative.

All Creative will be provided by Tradonomi alone. Tradonomi will provide eToro Affiliate with copies of or access to Creative. The Creative shall be accessible from eToro Affiliate Program website. The Creative is provided "AS IS" AND WITHOUT WARRANTY of any kind.

2.3. Use of Creative.

eToro Affiliate may display Creative on the Websites solely for the purpose of marketing and promoting Tradonomi and forex brands promoted by Tradonomi and by Tradonomi Related Entities during the term of this Agreement, or until such earlier time as Tradonomi may, upon reasonable prior notice, instruct eToro Affiliate to cease displaying the Creative. eToro Affiliate may not alter, amend, adapt or translate the Creative without Tradonomi’s prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of Tradonomi or any of Tradonomi Related Entity.

2.4. E-Mail Internet Marketing.

In no event shall eToro Affiliate engage in any e-mail marketing or promotion with respect to Tradonomi, any Tradonomi Related Entity except as expressly set forth in this Agreement. In the event that eToro Affiliate has an Opt In List, eToro Affiliate may make a written request to Tradonomi to send e-mails regarding the offering of Tradonomi and Tradonomi Related Entities to the individuals on the Opt-in List. In the event Tradonomi approves such request, eToro Affiliate shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and "spamming". Without limiting the generality of the foregoing, eToro Affiliate shall (a) not send any e-mail regarding Tradonomi and/or Tradonomi Related Entities to any individual or entity that has not requested such information (b) always include "unsubscribe" information at the top and bottom of any e-mail regarding Tradonomi, Tradonomi Related Entities and/or the eToro platform.

2.5. Unauthorized & Prohibited Marketing Activities.

In addition to the restrictions of Section 2.4 above, eToro Affiliate shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to Tradonomi, Tradonomi Related Entities and/or the eToro Platform, (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to Tradonomi, Tradonomi Related Entities and/or to the eToro Trading Platform, (c) make any false, misleading or disparaging representations or statements with respect to Tradonomi, Tradonomi Related Entities or the eToro Trading platform or (d) engage in any other practices which may affect adversely the credibility or reputation of Tradonomi, Tradonomi Related Entities or the eToro Trading platform, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.

2.6. Compliance with Laws.

In addition to, and without limiting the provisions of this Agreement, eToro Affiliate shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.7. Affiliate Duty to Inform.

eToro Affiliate shall promptly inform Tradonomi of any information known to eToro Affiliate related to any Leads, Prospective Affiliates that could reasonably lead to a claim, demand or liability of or against Tradonomi and/or the Tradonomi Related Entities by any third party.

3. FEES & PAYMENTS.

eToro Affiliate shall be entitled to receive the Fees as set forth in Schedule 1 attached hereto (the "Fees" and/or the "Affiliate Fees"). The Fees shall be due on the fifteenth day of each month for the previous calendar month. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. Tradonomi reserves the right to demand and receive information about any Lead and to asses the competency of such Lead for payments. Tradonomi reserves the right to modify the Fee structure and/or the payment terms at any time upon reasonable advance notice to eToro Affiliate.

4. SECOND TIER AFFILIATE PROGRAM.

The provisions of this Section 4 shall apply to the extent eToro Affiliate has been accepted in Tradonomi's "Second Tier Affiliate Program."

4.1. Prospective Affiliates.

In addition to it’s activities described in this Agreement in Section 1.1 above, eToro Affiliate may also identify for Tradonomi Prospective Affiliates subject to the terms and conditions set forth herein. In the event that a Prospective Affiliate becomes an eToro Affiliate by means of introduction by eToro Affiliate, Prospective Affiliate must fully accept and comply with the terms of this Agreement. eToro Affiliate shall provide Tradonomi with any information required immediately upon demand about Prospective Affiliate so that Tradonomi may asses credentials and comply with any and all anti money laundering requirements regarding money traffic.

4.2. eToro Affiliate shall be entitled to receive the Fees in relations to this clause as set forth in Schedule 1 attached hereto

5. TERMINATION.

5.1. Termination.

Tradonomi may terminate this Agreement at any time, with or without cause, effective immediately upon notice to eToro Affiliate.

5.2. Consequences of Termination.

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information); (b) eToro Affiliate shall immediately cease displaying any Creative on any Website or otherwise and (c) all rights granted to eToro Affiliate hereunder will immediately cease; provided, however, that in the event that eToro Affiliate has elected to be compensated on a "Revenue-Sharing" basis (as described in Schedule 1) with respect to either the Fees and/or the Affiliate Fees, as applicable, eToro Affiliate shall be entitled to receive any Fees and/or Affiliate Fees, as applicable, as may become due and owing to eToro Affiliate pursuant to terms and conditions of this Agreement, during the three (3) month period immediately following the effective date of termination of this Agreement.

5.3. Survival.

Sections 5 through 11 shall survive the termination or expiration of this Agreement.

6. PROPRIETARY RIGHTS.

6.1. Proprietary Rights of Tradonomi.

As between eToro Affiliate and Tradonomi, the Creative, all demographic and other information relating to Leads, Prospective Affiliates and Affiliates, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Tradonomi or otherwise related to the eToro Trading Platform, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "Tradonomi Property") shall be and remain the sole and exclusive property of Tradonomi. To the extent, if any, that ownership of any Tradonomi Property does not automatically vest in Tradonomi by virtue of this Agreement, or otherwise, eToro Affiliate hereby transfers and assigns to Tradonomi, upon the creation thereof, all rights, title and interest eToro Affiliate may have in and to such Tradonomi Property, including the right to sue and recover for past, present and future violations thereof.

6.2. Forex Marks.

During the term of this Agreement, Tradonomi hereby grants to eToro Affiliate a limited, revocable, non-exclusive and non-transferable license to display the Forex Marks, solely as necessary to perform eToro Affiliate's obligations under this Agreement. eToro Affiliate acknowledges and agrees that: (a) it will use the Forex Marks only as permitted hereunder; (b) it will use the Forex Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Tradonomi; (c) the Forex Marks are and shall remain the sole property of Tradonomi; (d) nothing in this Agreement shall confer in eToro Affiliate any right of ownership in the Forex Marks and all use thereof by eToro Affiliate shall inure to the benefit of Tradonomi; and (e) eToro Affiliate shall not, now or in the future, contest the validity of any Forex Mark or use any term or mark confusingly similar to any Forex Mark.

7. CONFIDENTIALITY.

Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party's obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

8. DISCLAIMER OF WARRANTY.

TRADONOMI MAKES NO WARRANTIES HEREUNDER, AND TRADONOMI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, TRADONOMI FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. ETORO AFFILIATE UNDERSTANDS AND AGREES THAT THE PLATFORMS MAY NOT SATISFY ALL OF THE LEADS' REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION.

9.1. Limitation of Liability.

TRADONOMI SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF TRADONOMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, TRADONOMI'S LIABILITY TO ETORO AFFILIATE UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY TRADONOMI DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

9.2. Indemnification.

9.2.1. eToro Affiliate Indemnification.

eToro Affiliate agrees to indemnify, defend and hold harmless Tradonomi and any Tradonomi Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the "Indemnified Party"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon or arises out of: (a) eToro Affiliate 's breach of any representation, warranty, obligation or covenant under this Agreement; (b) eToro Affiliate 's gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to Tradonomi and Tradonomi Related Entities granted by eToro Affiliate to any Lead, Prospective Affiliate or other third party.

9.2.2. Notice of Indemnification.

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide eToro Affiliate with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that eToro Affiliate shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party's written consent, which shall not be unreasonably withheld.

10. NON-EXCLUSIVE REMEDIES.

In the event (a) eToro Affiliate markets or promotes Tradonomi and/or any Tradonomi Related Entity that promotes the eToro platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 1.2.2, 1.3, 1.4, 1.5, 5 and/or 6 above, in addition to all other rights and remedies available to Tradonomi under this Agreement and under applicable law, Tradonomi shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and eToro Affiliate 's engagement hereunder, (iii) receive a prompt refund of all amounts paid to eToro Affiliate hereunder and (iv) be indemnified for any losses, damages or liability incurred by Tradonomi in connection with such violation, in accordance with the provisions of Section 8 above.

11. GENERAL PROVISIONS.

11.1. Force Majeure.

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

11.2. Independent Contractors.

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

11.3. Notice.

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.

11.4. No Waiver.

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

11.5. Entire Agreement.

This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

11.6. Amendments and Modifications.

No amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both Parties.

11.7. Assignment.

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. eToro Affiliate shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Tradonomi 's prior written consent, to be given or withheld in Tradonomi 's sole discretion.

11.8. Applicable Laws.

This Agreement shall be governed, construed and enforced in accordance with the laws of the Republic of Cyprus. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the Republic of Cyprus, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

The Parties hereby acknowledge and agree that with respect to either the Fees and/or the Affiliate Fees, eToro Affiliate can elect to be compensated on either the "Flat Fee" basis or the "Revenue Sharing" basis, as set forth above. In the event eToro Affiliate elects to be compensated on a "Revenue Sharing" basis with respect to either the Fees and/or the Affiliate Fees, the possibility exists that the fees earned by eToro Affiliate may be "negative" to the extent that the applicable Lead and/or Affiliate's trading activities result in negative earnings. Any such "negative fees" shall be applied against any Fees and/or Affiliate Fees earned by eToro Affiliate in future months until such "negative fees" have been fully applied.

By marking the "I accept" checkbox, eToro Affiliate hereby fully agrees with all terms and provisions.

Schedule 1

eToro Affiliate Commercial Terms

First Tier Commission Plan
All Fees payable to eToro Affiliate will be calculated according to one of the following commercial plans:

The “Revenue Share” plan

Under the Revenue Sharing plan, the eToro Affiliate shall be entitled to receive Revenue Share based on the following Formula:

Formula: Revenue Share rate x (Tradonomi Spread Revenues – Bonuses/Compensation – Chargebacks and other fraud cost). Tradonomi Spread Revenues are defined as the revenue generated to Tradonomi from the PIP spread that is profited by Tradonomi.

For the purpose of this agreement Revenue Share rate will be equal to 25%

Second Tier Commission Plan

The Second Tier Commission plan enables an eToro Affiliate to receive payments for any sub affiliates that it introduces to Tradonomi. A Sub Affiliate shall be entitled to receive payments according to our affiliate program subject to all the terms and conditions hereto.

An eToro Affiliate shall be entitled to receive additional sum calculated at 20% of eToro Affiliate Revenue Share rate or 20% Cost Per Lead plan according to the commission plan that is assigned to the eToro Affiliate.