Affiliate Program Agreement
The following is a list of our complete terms and conditions that apply to all members of the NSFX.com Affiliate Program. Please read this agreement in its entirety.
By submitting the application form or linking to the NSFX 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 NSFX Limited. (“NSFX”), and the entity/person registered to be a Forex Affiliate (the “NSFX Affiliate”) on the partner’s registration page (the “Registration Page”) located at www.NSFXpartners.com. This Agreement shall govern the terms and conditions pursuant to which the NSFX Affiliate shall promote and market the NSFX Trading Platform (as defined below).
- Acquisition means a monetary transaction made by a Lead (see 1.5 for lead definition) who opens a real trading account, deposits money and creates transactions or trades on our platform.
- Affiliate. Shall mean a Prospective Affiliate that has (a) been attributed to NSFX Affiliate pursuant to NSFX’s customary tracking protocols, including but not limited to, the use of NSFX unique Affiliate identification code, cookies or otherwise, (b) been accepted by NSFX, in its sole and absolute discretion, (c) registered as an “NSFX Affiliate” on the Registration Page and thereafter.
- Creative. Shall mean any marketing and/or promotional materials relating to NSFX and/or NSFX Forex brands that are promoted by NSFX and NSFX Related Entities as NSFX deems necessary or appropriate.
- 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addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data and all such information, is confidential and proprietary information, whether or not marked as confidential or proprietary.
- Lead. Any unique user that has downloaded and registered to the NSFX Trading Platform and which is identified in NSFX's computerized systems as a unique user which firstly entered into the NSFX Trading Platform directly as a result of NSFX Affiliate activities. 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.
- NSFX Trading Platform refers to the software platform downloadable and/or non-downloadable platform from the NSFX website and any associated websites.
- 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.
- Names and Trademarks. Any names and/or trademarks or any other protected marks associated with NSFX and NSFX Trading Platform.
- 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 NSFX Affiliate.
- Prospective Affiliates. Any other marketing organizations and/or website owners and/or operators that may be Potential Affiliates of NSFX.
- Related Entity[ies]. Any entity that, directly or indirectly, controls, is controlled by, or is under common control with, NSFX; 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.
- Websites. Any NSFX Trading Platform on websites that are managed by an NSFX Affiliate that currently have or will have a marketing arrangement with NSFX.
Responsibilities Of Affiliate.
- Activities. The NSFX Affiliate will use its best efforts to (a) promote and market the Websites, and (b) identify for NSFX prospective Leads. In no event shall the NSFX Affiliate engage in any marketing or promotional activity related to NSFX in any area, location, territory or jurisdiction outside of the Territory as defined by NSFX from time to time. NSFX Affiliate shall bear all costs and expenses for such activities unless otherwise determined by NSFX, in its sole discretion. Under no circumstances shall the NSFX Affiliate promote or market any other internet entity other than the NSFX Platform by means of the Websites.
- General. All creative will be provided solely by NSFX. NSFX will provide the NSFX affiliate with copies of or access to creative. The creative shall be accessible from NSFX affiliate program website. The creative is provided “as is” and without warranty of any kind.
- Search Engines.
For every marketing and/or promotion activity involving “Pay Per Click” (“PPC”) and/or Search Engine Marketing (“SEM”), the NSFX Affiliate shall:
- NOT use the words/trademarks “NSFX” in any way or manner whatsoever, including but not limited to the words “NSFX” spelled in any possible way (including with typos, spaces, signs, symbols or in any other way). Such forbidden use of the words/trademarks “NSFX” includes the use of such words/trademarks in the NSFX Affiliate’s ads or in any part therewith, in the display URL and/or in the destination URL;
- NOT bid on the words/trademarks “NSFX” , including but not limited to the words “NSFXspelled” in any possible way (including with typos, spaces, signs, symbols or in any other way);
- SHALL USE HIS OWN WEBSITE for all PPC and/or SEM campaigns. No NSFX Partner’s ad or any part therewith shall lead or redirect potential clients directly to any Websites. The NSFX Affiliate is allowed to use the landing page provided by NSFX on his website ONLY, but in no way shall NSFX Affiliate use any URL containing the words NSFX;
- NOT use any of NSFX’s ’s Top Level Domains (TLDs) as landing pages and/or use NSFX’s ’s landing Urls and/or use NSFX’s ’s display URLs.
- Use of Creative. NSFX Affiliate may display Creative on the Websites solely for the purpose of marketing and promoting NSFX and Forex brands promoted by NSFX and by NSFX Related Entities during the term of this Agreement, or until such earlier time as NSFX may, upon reasonable prior notice, instruct NSFX Affiliate to cease displaying the Creative. NSFX Affiliate may not alter, amend, adapt or translate the Creative without NSFX’s prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of NSFX or of any NSFX Related Entity.
- E-Mail Internet Marketing. In no event shall the NSFX Affiliate engage in any e-mail marketing or promotion with respect to NSFX, or any NSFX Related Entity except as expressly set forth in this Agreement. In the event that the NSFX Affiliate has an Opt In List, the NSFX Affiliate may make a written request to NSFX to send e-mails regarding the offering of NSFX and NSFX Related Entities to the individuals on the Opt-in List. In the event that NSFX approves such request, the NSFX 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, the NSFX Affiliate shall (a) not send any e-mail regarding NSFX and/or NSFX 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 NSFX, NSFX Related Entities and/or the NSFX platform.
- Unauthorized & Prohibited Marketing Activities. In addition to the restrictions of Section 2.4 above, the NSFX Affiliate shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to NSFX, NSFX Related Entities and/or the NSFX Platform, (b) use Malware and/or Spyware techniques and/or Pier to Pier (P2P) distribution methods and/or Paid to Click (PTC) networks and/or doorway pages opening NSFX website inside an i-frame and/or use any other aggressive advertising or marketing methods in any of its dealings relating to NSFX, NSFX Related Entities and/or to the NSFX Trading Platform, (c) make any false, misleading or disparaging representations or statements with respect to NSFX, NSFX Related Entities or the NSFX Trading platform or (d) engage in any other practices which may affect adversely the credibility or reputation of NSFX, NSFX Related Entities or the NSFX 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.
- Compliance with Laws. In addition to, and without limiting the provisions of this Agreement, the NSFX Affiliate shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
- Affiliate Duty to Inform. The NSFX Affiliate shall promptly inform NSFX of any information known to the NSFX Affiliate related to any Leads, Prospective Affiliates that could reasonably lead to a claim, demand or liability of or against NSFX and/or the NSFX Related Entities by any third party.
The NSFX Affiliate shall be entitled to receive the Fees designated in the account of the NSFX Affiliate at the computerized systems of NSFX (the “Fees” and/or the “Affiliate Fees”). The Fees shall be due on the dates set forth in the account of the NSFX Affiliate at the computerized systems of NSFX. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. NSFX reserves the right to demand and receive information about any Lead and to assess the competency of such Lead for payments. NSFX reserves the right to modify the Fee structure and/or the payment terms at any time upon reasonable advance notice to the NSFX Affiliate.
For avoidance of doubt, the NSFX Affiliate will not be entitled to Fees under the following circumstances:
- Revenues generated from traders that have been solicited outside the Territory.
- Revenues generated from trading accounts that NSFX has a reason to believe that are owned and/or managed by the NSFX Affiliate without explicit written approval of NSFX and following the provision of all the documentation required by NSFX.
- In cases where NSFX has a reason to believe that the NSFX Affiliate business practice abuses NSFX Affiliate program.
- Without derogating from the foregoing, it is agreed that in the event that the NSFX Affiliate shall not provide at least one new Lead that have opened its first real trading account with NSFX and that has made the first deposit of funds into such account, for a period of more than 6 months during the term of this Agreement ("FTD Lead"), then in such event the NSFX Affiliate shall no longer be entitled to receive the Fees and/or any other payments from NSFX (also with respect to any Leads for which the NSFX Affiliate was entitled to receive Fees prior to such time). For the avoidance of doubt, it is clarified that any Lead that already deposited funds into any account with NSFX and/or its affiliates and that thereafter made additional deposits into any account (including new account) opened with NSFX and/or its affiliates, shall not be considered as FTD Lead with respect to any deposit of funds which is not the first deposit.
The provisions of this Section 4 shall apply to the extent that the NSFX Affiliate has been accepted in NSFX’s “Second Tier Affiliate Program”.
- Prospective Affiliates. In addition to its activities described in this Agreement in Section 2.1 above, the NSFX Affiliate may also identify for NSFX Prospective Affiliates subject to the terms and conditions set forth herein. In the event that a Prospective Affiliate becomes an NSFX Affiliate by means of introduction by the NSFX Affiliate, the Prospective Affiliate must fully accept and comply with the terms of this Agreement. The NSFX Affiliate shall provide NSFX with any information required immediately upon demand about the Prospective Affiliate so that NSFX may assess credentials and comply with any and all anti money laundering requirements regarding money traffic.
- The NSFX Affiliate shall be entitled to receive the Fees in relations to this clause as set forth in Schedule 1 attached hereto.
- Termination. NSFX may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the NSFX Affiliate.
- 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) the NSFX Affiliate shall immediately cease displaying any Creative on any Website or otherwise and (c) all rights granted to the NSFX Affiliate hereunder will immediately cease; provided, however, that in the event that the NSFX 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, the NSFX Affiliate shall be entitled to receive, subject to the provisions of section 3 above, any Fees and/or Affiliate Fees, as applicable, as may become due and owing to the NSFX Affiliate pursuant to the terms and conditions of this Agreement, during the three (3) month period immediately following the effective date of termination of this Agreement. Following the lapse of such 3-months period, no Fees and/or Affiliate Fees shall be payable to the NSFX Affiliate.
- Survival. Sections 5 through 11 shall survive the termination or expiration of this Agreement.
- Proprietary Rights of NSFX. As between the NSFX Affiliate and NSFX, 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 NSFX or otherwise related to the NSFX Trading Platform, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “NSFX Property”) shall be and remain the sole and exclusive property of NSFX. To the extent, if any, that ownership of any NSFX Property does not automatically vest in NSFX by virtue of this Agreement, or otherwise, the NSFX Affiliate hereby transfers and assigns to NSFX, upon the creation thereof, all rights, title and interest the NSFX Affiliate may have in and to such NSFX Property, including the right to sue and recover for past, present and future violations thereof.
- Forex Marketing Materials During the term of this Agreement, NSFX hereby grants to the NSFX Affiliate a limited, revocable, non-exclusive and non-transferable license to display the Forex marketing materials, solely as necessary to perform the NSFX Affiliate’s obligations under this Agreement. The NSFX Affiliate acknowledges and agrees that: (a) it will use the Forex marketing materials only as permitted hereunder; (b) it will use the Forex Marketing materials in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by NSFX; (c) the Forex marketing materials are and shall remain the sole property of NSFX; (d) nothing in this Agreement shall confer in the NSFX Affiliate any right of ownership in the Forex marketing materials and all use thereof by the NSFX Affiliate shall inure to the benefit of NSFX; and (e) the NSFX 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 Marketing material.
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.
NSFX makes no warranties hereunder, and NSFX 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, NSFX 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. The NSFX affiliate understands and agrees that the platforms may not satisfy all of the leads’ requirements and may not be uninterrupted or error-free.
Limitation of Liability.
NSFX 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 NSFX has been advised of the possibility of such damages. In any event, NSFX’S liability to the NSFX affiliate under this agreement for any reason will be limited to the amounts paid to the NSFX affiliate by NSFX 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.
NSFX Affiliate Indemnification.
The NSFX Affiliate agrees to indemnify, defend and hold harmless NSFX and any NSFX 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) the NSFX Affiliate ‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) the NSFX Affiliate ‘s gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to NSFX and NSFX Related Entities granted by the NSFX Affiliate to any Lead, Prospective Affiliate or other third party.
- Notice of Indemnification.
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the NSFX 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 the NSFX 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.
- NSFX Affiliate Indemnification.
In the event (a) the NSFX Affiliate markets or promotes NSFX and/or any NSFX Related Entity that promotes the NSFX platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 2.2.2, 2.3, 2.4, 2.5, 6 and/or 7 above, in addition to all other rights and remedies available to NSFX under this Agreement and under applicable law, NSFX 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 the NSFX Affiliate ‘s engagement hereunder, (iii) receive a prompt refund of all amounts paid to the NSFX Affiliate hereunder and (iv) be indemnified for any losses, damages or liability incurred by NSFX in connection with such violation, in accordance with the provisions of Section 9 above.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
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. The NSFX 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 NSFX ‘s prior written consent, to be given or withheld in NSFX ‘s sole discretion.
- Applicable Laws.
This Agreement shall be governed, construed and enforced in accordance with the laws of the Republic of Malta. 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 Malta, 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.
NSFX reserves the right to take legal action before the court/s of the NSFX Affiliate’s domicile or before any other competent court in any other jurisdiction in which case Maltese law will still apply.
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.
By marking the “We accept” checkbox, the NSFX Affiliate hereby fully agrees with all terms and provisions.
This Agreement shall take effect, when signed by both parties, unless another date is specifically stipulated.
NSFX Affiliate Commercial Terms
First Tier Commission Plan
All Fees payable to the NSFX Affiliate will be calculated according to one of the following commercial plans:
The “Revenue Share” plan
Under the Revenue Share Plan, the NSFX Affiliate shall be entitled to receive Revenue Share based on the following Formula:
Formula: Revenue Share rate x (NSFX Spread Revenues minus Bonuses/Compensation minus Chargebacks and other fraud cost). NSFX Spread Revenues are defined as the revenue generated to NSFX from the PIP spread that is profited by NSFX.
For the purpose of this agreement the default Revenue Share rate will be equal to 25% provided that NSFX shall have the discretion to fix the Revenue Share rate at a higher or lower level than the default rate in accordance with the exigencies of the business.Cost Per Action (“CPA”)
Under the CPA plan, the NSFX Affiliate shall be entitled to receive an amount equal to the first deposit of up to $200 for each new trader that has deposited for the first time at the NSFX Trading Platform and has been introduced by that NSFX Affiliate which actively promoted the Platform via the Websites. For example, if the trader the NSFX Affiliate referred made a deposit of $150, the NSFX Affiliate commission will be $150. If the trader the NSFX Affiliate referred made a deposit of $200 or more, the NSFX Affiliate commission will be $200.
NSFX may elect, upon its own discretion to move NSFX affiliates between the Revenue Sharing plan and the CPA plan.
Second Tier Commission Plan
The Second Tier Commission plan enables an NSFX Affiliate to receive payments for any sub affiliate that it introduces to NSFX (“Sub Affiliate”). A Sub Affiliate shall be entitled to receive payments according to our Affiliate Program subject to all the terms and conditions set forth herewith.
An NSFX Affiliate shall be entitled to receive an additional sum calculated at 10% of NSFX Sub-Affiliate default Revenue Share rate (10%), as defined on the NSFX website: www.NSFXpartners.com.