ENIGMA STRATEGY AFFILIATION AGREEMENT

PREAMBLE

This agreement sets out the complete terms and conditions to apply for a membership to the Enigma Strategy Affiliate Program. Please read this agreement completely and carefully before enrolling in the Enigma Strategy Affiliate Program. You must agree with and accept all the terms and conditions contained in this Agreement without modifications, which include those terms and conditions expressly set out below and those incorporated herein by reference, before you may become an Affiliate of Enigma Strategy.

PARTIES TO THE AGREEMENT

(a)     Enigma Strategy is a company registered in England a Wales 12315940 and regulated by the Financial Conduct Authority (FCA: 926961) based at 35 Berkeley Square, Mayfair, London, W1J 5BF hereinafter referred to as the “company” or “Enigma Strategy".

and

(b)     The "Affiliate" shall mean the individual or entity which applies for membership to the Affiliate Program in accordance with the terms and conditions set forth herein and agrees with and accepts these terms and conditions and the Company approves the former’s application for membership.

And furthermore, may both hereinafter be referred to separately as the “Party” and jointly as the “Parties”.

WHEREAS this Agreement sets out the terms and conditions upon which Clients may be referred to the Enigma Strategy by the Affiliate.

IT IS AGREED:

1.      Definitions of terms

Account

Means the uniquely assigned account that is created for a Client when such client opens a trading account with the Enigma Strategy.

Affiliates Application Form 

Means the form of that name provided by the Company to the Affiliate.

Affiliate’s Commission

Means the amount paid or payable to the Affiliate by the Company in accordance with the payment plan and based solely and exclusively on the Company’s tracking data, verification, checks and calculations, as specified in the Report.  Such information shall be available to the Affiliate in the Affiliate Section.

Affiliate Program

Means the Company’s Affiliate Program available to certain individuals or entities, pursuant to the terms and conditions of this Agreement.

Affiliate Section               

Means the section of the Main Website(s)  where each Affiliate may review the Report, update their profile, create additional Tracker IDs, select Banners and Text Links and other functions that may be added and/or removed at any time by the Company at its sole discretion.

Applicable Laws

Means England and Wales and Regulated Markets  Law  means Financial Conduct Authority (FCA),  as  subsequently  amended  or  replaced,  the directives issued by virtue of this Law or any other rules of a relevant regulatory   authority   and   any   other   applicable   laws,   rules   and regulations as in force from time to time and to which this Agreement is subject (where relevant); the UK Financial Services and Markets Act 2000, the UK Financial Conduct Authority Rules (as set out in the FCA Handbook) or any other rules of a relevant regulatory authority, the rules of any relevant investment exchange and any other applicable laws, rules and regulations as in force from time to time and to which this   Agreement   is   subject   (where   relevant); 

Banners and Text Links                   

Any means of graphics, pictures, animation, artwork or text provided by the Enigma Strategy that an Affiliate uses to solely promote the Affiliate Program and/or to refer Introduced Clients from the Affiliate’s website to the Main Website.

Client    

Means any person whom the Enigma Strategy has approved to open one account subject to the Client Agreement/Terms and Conditions of Business and/or any person who opened one account with the   Enigma Strategy  Group   via   the   Affiliate’s   website   subject   to   the   Client Agreement/Terms and Conditions of Business.

Client Agreement                              

Means the Enigma Strategy’s Terms and Conditions that the Client accepts prior to opening an account with the Enigma Strategy.

Payment     

Means the compensation plan, where the Affiliate shall receive its Affiliate’s payment calculated on the basis of the number of Qualified Introduced Clients introduced by it to the Main Website(s) and the amount of the Affiliate’s Commission set out in Section C of Appendix 1 as updated from time  to  time  at  the  Company’s  sole  discretion.    The level of the Affiliate’s Commission varies depending on the country of residence and the total number of Clients introduced from that country.

E-wallet                                              

Means the electronic wallet linked with the Affiliate Account, which is automatically created by the Company upon registration of the Affiliate Account.

Financial Instruments                       

Means the financial instruments presented on the Enigma Strategy Website.

Fraud Traffic                                      

Any deposit or traffic generated at the Affiliate’s website(s) through illegal means or in bad faith to defraud Enigma Strategy, regardless of whether it causes harm to the Enigma Strategy.

Fraud Traffic includes, but is not limited to, spam, false advertising, depositing and withdrawing without trading, deposits  generated  by  stolen  credit/debit  cards,  collusion  between Affiliates as well as between Affiliates and Introduced Clients/Qualified Introduced   Clients   with   the  sole   aim   to  generate   commissions, manipulation of the service, system, bonuses or promotions, offers to share   the   Affiliate’s   Commission   (i.e.   rebates) and   any   other unauthorised   use   of   any   third-party   accounts, copyrights   or trademarks.

Fraud Traffic also includes any activity in the Affiliate’s account, or in any   Client’s   account   which   appears   to   be   related   to   and/or controlled/managed by the Affiliate, that is deemed suspicious at the Enigma Strategy’s sole and reasonable determination.

Introduced Clients                            

Any user of the Enigma Strategy’s trading platform referred by the Affiliate, who may become a Qualified Introduced Client.

Main Website                                    

Means the Company’s domain name and/or any other domains that the Enigma Strategy operates (also including the official mobile application) mainly for informational, educational and promotional purposes.

MiFID II                                               

Directive No.  2014/65/EU on Markets in Financial Instruments, EU Regulation No. 600/2014, applicable MiFID II level 2 legislation and successor legislation.

Non-Active Affiliate                          

An Affiliate as described in section 3.5 herein.

Qualified Introduced Client             

Means an individual who was referred by an Affiliate and identified by means of a Tracker ID assigned to that Affiliate, provided that, on a cumulative basis:

(i)       the Affiliate is confirmed by the Enigma Strategy as included in the Program and is linked to the Main Website(s) in accordance with this Agreement;

(ii)     such individual is not already registered to the Main Website(s), including registration under, among others, a different name or through different identification details;

(iii)    such   individual’s   registration   and/or   trading   data   do   not correspond    with    another    Introduced    Client’s    respective information, including but not limited to the IP address; and

(iv)    all the qualification requirements set out in Section A of Appendix 1 are fulfilled.

Neither  an  Affiliate  nor  any  of  its  Affiliated  Parties  are  eligible  to become  Qualified  Introduced  Clients  under  such  Affiliate's  Tracker ID(s),  and  should  an  Affiliate  or  any  of  its  Affiliated  Parties  do  so register,  the  Affiliate  shall  not  be  eligible  to  receive  the  applicable commission or any other compensation whatsoever.

For the purposes hereof, the term "Affiliated Party" shall mean any of the following:

(i)       any member of the Affiliate’s immediate family;

(ii)     any individual, corporation, partnership, joint venture, trust, and any other body corporate or unincorporated organization, directly or indirectly controlling, controlled by or under common control with an Affiliate; or

(iii)    any other person found by the Enigma Strategy to be associated with an Affiliate, for the sole purpose of generating Affiliate’s Commissions or, in the Enigma Strategy’s view, to conduct any form of fraudulent or inappropriate activity; or

(iv)    any   individual/entity   whose   registration   and/or   trading   data correspond with the Affiliate’s respective information, including, but not limited to, the IP address.

Regulatory authority                        

Means Financial Conduct Authority (“FCA”), (whichever relevant) and any other regulatory authorities with competent authority over Enigma Strategy, and their successor(s).

Report                                                

Information regarding the Affiliate’s Commissions, the Introduced Client tracking and other information relevant to the Affiliate as provided by the Enigma Strategy in the Affiliate Section.

Round Lot                                          
For forex instruments, a ‘standard’ round lot or an ‘Enigma Strategy Zero standard’ round lot is one hundred thousand (100,000) units of the base currency and for precious metal instruments is 100 oz of Gold and 5,000 oz of Silver.

Round lots shall be the lots whose duration from the time of opening of a trade to the time of closing of that same trade is at least five (5) minutes.   Therefore, any lots that do not meet the minimum duration shall not be accounted for in the calculation of the Affiliate’s Commission.

Spam/Unsolicited Promotions        

Any emails, mailers or any other messages that are circulated by the Affiliate, directly or indirectly, including messages that are posted on social media networks, newsgroups, forums, chat boards and other types of online media and which:

(i)       are directed to third parties who have not consented in writing in advance to receiving promotional messages from such Affiliate; or

(ii)     contain false or misleading statements about the Enigma Strategy and its services; or

(iii)    do not truthfully identify the source or the originating IP Address from which it was sent; or

(iv)    do not provide the recipient with an option to be easily removed from receiving future mailings or promotions.

Any of the above will lead to an immediate termination of this agreement may lead to legal action.

Tracker ID                                          

The unique Tracking ID, which is related to the Tracker URL that the Enigma Strategy provides exclusively to the Affiliate, through which the Enigma Strategy tracks and calculates the Affiliate’s Commission.

Tracking URL                                    

The unique hyperlink to the Main Website(s) enabling an Affiliate to refer potential Clients to the Main Website(s), which enables the Enigma Strategy to identify the Affiliate that has referred such specific Introduced Client for the purpose of calculating the Affiliate’s Commission.

Enigma Strategy                                          

Enigma Strategy and its parent undertakings, subsidiary undertakings or subsidiary undertakings of its parent undertakings.

2.          Electronic Signatures and Affiliate Program

2.1.       Participation

(a)     In order to participate in the Affiliate Program, an applicant must submit the Affiliates Application Form to the Company, as well as identification and other documentation requested by the Company (e.g. Proof of Identity, Proof of Residency, etc.).

(b)     The Company shall assess each Affiliate’s Application Form and documentation and it may, at its sole discretion, either accept or reject the application to join the Affiliate Program and inform the applicant accordingly.

(c)     The Affiliate hereby acknowledges and agrees to the  terms of this Agreement when it completes and submits the Affiliates Application Form to the Company and clicks/signs on the “I Accept” button/signature page or similar buttons or links as may be designated by the Company on the Main Website(s). The Affiliate acknowledges and agrees that it is entering into a legally binding contract and fully agrees to abide by and to be bound by all the terms and conditions set out in this Agreement, as they may apply.

(d)     The Affiliate hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Laws and regulations.

2.2.       Appointment of Affiliate 

(a)     Upon acceptance of this Agreement and upon approval of the Affiliate’s Application Form by the Company, the Affiliate shall refer potential Introduced Clients to the Main Website(s) and the Company grants the Affiliate a revocable non-exclusive, non-transferable, non-sub-licensable, and worldwide, limited right to refer potential  Introduced  Clients  to  the  Main  Website(s),  subject  to  the  terms  and  conditions  of  this Agreement.

(b)     The Affiliate shall have no claims to Affiliate’s Commissions generated from Qualified Introduced Clients not referred solely by it to the Enigma Strategy.

2.3.       Amendments to Payment Plan

The Company may change the Affiliate’s Payment Plan at any time, including, but not limited to, setting any baseline, threshold or minimum deposit(s) and/or other requirements and/or for receiving any Affiliate’s Commission set forth hereunder. The Affiliate shall be notified of any material changes by email. In the event the Affiliate does not agree to such change, it shall notify the Company within three (3) business days of receiving such notice from the Company and the Agreement shall be terminated immediately.  In the event the Affiliate does not notify the Company by email within three (3) business days from receipt of the notice, it shall be deemed as an approval by the Affiliate to such change in the Payment Plan. For the avoidance of doubt, the Affiliate shall receive a one-off payment with respect to Qualified Introduced Clients identified by a  Tracker  ID  prior  to  the  date  of  any  such  change  in  the  Payment Plan,  in  accordance  with  the  applicable Compensation Plan at the date such Qualified Introduced Clients register to the Main Website(s).   Unless otherwise agreed by the parties in writing, any amendment(s) to the Payment Plan shall not apply retroactively.

2.4.       Costs and Expenses

The Affiliate shall bear all costs and expenses of any nature (including but not limited to marketing expenses) howsoever incurred in connection with this Agreement. Under no circumstances shall the Company be liable hereunder for any amounts other than the Affiliate’s Commission.

3.          Reports & Payments

3.1.       Time of Payment

(a)     The Affiliate's Commission shall be paid into the respective Affiliate’s account on the 15th of each calendar month in relation to the Qualified Introduced Clients of the previous calendar month.

(b)     In the event that this Agreement is terminated for any reason, other than for cause, the Company shall pay the Affiliate the balance of the Affiliate’s Commission(s) that is due and payable to the Affiliate at the time of termination of this Agreement, within sixty (60) calendar days of the end of the calendar month in which the Agreement is terminated by the Affiliate (following the Company’s receipt of the Affiliate’s written notice,  including  by  email,  to  terminate  the  Agreement)  or  by  the  Company.  The Affiliate is solely responsible for providing and maintaining accurate address and other contact information, as well as payment information associated with its Account.

3.2.       Method of Payment

All payments will be due and payable in United States Dollars (USD) only.   Payment will be credited to the Affiliate’s account, which has been registered when signing up to the Affiliate Program.  At the Company’s sole discretion, and if deemed appropriate, the Company may accommodate other methods of payment or currency.  Any charges incurred for other methods of payment will be covered by the Affiliate and deducted from the Affiliate’s Commission.

3.3.       Payments for Qualified Introduced Clients only

(a)     The Affiliate acknowledges and agrees that in order to comply with MiFID II requirements and any other equivalent legal and regulatory obligations pertaining to inducements or equivalent benefits and to ensure the Company’s  obligation to  act honestly, fairly and professionally in  accordance  with the best interests of its clients, the Company shall only pay the Affiliate a one-off fixed payment for each Client introduction, as a means of compensation and no other payment shall be payable or paid.

(b)     In addition to any other terms and conditions set forth anywhere in this Agreement or under any Applicable Laws, the Affiliate shall not be entitled to receive any Affiliate’s Commission for any Introduced Client unless and until such Introduced Client has been approved as a Qualified Introduced Client.

3.4.       Entitlement to the Affiliate’s Commission

Notwithstanding anything to the contrary, the Affiliate shall not be entitled to receive the Affiliate’s Commission for any Introduced Client if the timeframe indicated in Appendix 1, as specified by the Company from time to time, is not met.

3.5.       Non-Active Affiliate

The  Affiliate  acknowledges  and  agrees  that  the  Company  may,  without  further  notice,  forfeit  all  funds, payments and other amounts related to this Agreement and that are due to the Affiliate (if any), but which the Company is unable to pay or deliver to the Affiliate because the Affiliate’s account is non-active and terminate the business relationship with the Affiliate by disabling the Account and giving written notice to the Affiliate. For the purposes of this Agreement, “Non-Active Affiliate” shall mean an Affiliate who, based on the Enigma Strategy’s records:

(a)     has not logged or has no other activity on the Affiliate Account(s) or has not requested to be paid his/her commissions generated for a period of three (3) months or more; and/or

(b)     the Enigma Strategy has been unable to reach or has not received appropriate payment instructions from the Affiliate, after contacting him/her at the contact details kept in the Enigma Strategy’s records.

3.6.       Dormant and Archiving Policy

3.6.1.    If there is no activity (i.e., no commissions generated) in the E-wallet linked with the Affiliate Account for a set period of at least three (3) consecutive months, our Company will regard the E-wallet to be ‘dormant’.  An E-wallet shall be deemed as dormant by the last day of the three (3) consecutive months in which there has been no activity (i.e., from the last day where commissions were generated) in the E-wallet.

3.6.2.    Dormant E-wallets will be charged with a monthly dormant fee of USD 10 (ten United States Dollars) or the full amount of the generated commissions if the available commissions are less than USD 10 (ten United States Dollars). There will be no charge if there are no generated commissions available in the E-wallet (i.e., zero balance).

3.6.3.    E-wallets with zero (0) balance will be archived after a period of three (3) consecutive months of inactivity (i.e. no commissions generated and no withdrawals performed).

3.7.       Holdover for non-compliance

(a)     Without prejudice to any other clause in this Agreement or rights that the Company may have, the Company may, in its sole and absolute discretion, withhold, delay or deny payment of the Affiliate’s Commission in any of the following events:

(i)                   the Company believes or has reasons to believe that the Affiliate's activities are not in compliance with any Applicable Laws and regulations;

(ii)                 the Company believes or has reason to believe that the payment of the Affiliate’s Commission will breach Applicable Laws, including MiFID II;

(iii)                the Company has reasons to believe that the Affiliate’s activity is in breach of this Agreement;

(iv)                the Company has been notified by any third party of the alleged infringement of property or rights (e.g. intellectual property rights) by the Affiliate or by the Affiliate’s activities.

In case of any of the above events, the Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees or against the Main Website(s) in respect of such action taken by Company.

(b)     Without prejudice to any other provision set out herein, in the event of any dispute with or complaint from an Introduced Client, the Company has the right to withhold any Affiliate’s Commissions due to the Affiliate until such issues are resolved.

3.8.       Holdover for Fraud Traffic

(a)     Without prejudice to any other provision in this Agreement, in the event that any trading activity in the Affiliate’s account or in any account which appears to be controlled/managed by the Affiliate or in any Introduced Client’s account, is deemed suspicious by the Enigma Strategy, in its sole determination the Company may,  at  its  sole  and  absolute  discretion,  delay  the  payment  of  the  Affiliate’s  Commission(s)  until  it investigates and authenticates the relevant trading activity.

(b)     In the event that the Enigma Strategy determines that the activity constitutes Fraud Traffic, the Company, in its sole discretion, is entitled to terminate this Agreement and/or to re-calculate and/or withhold the Affiliate’s Commission accordingly.

(c)     Notwithstanding  clause  3.6  above,  if  the  Enigma Strategy determines  that  the  Affiliate  is  involved,  whether directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to Enigma Strategy,  including,  without  limitation,  to  the  Main  Website,  Account(s)  or  Qualified  Introduced Client(s), the Enigma Strategy shall have the right, in addition to any other right or remedy available to it under this Agreement or Applicable Laws, to render the Tracking URLs assigned to such Affiliate inoperative, and immediately block the Affiliate’s access to the Affiliate’s Program, with no compensation to the Affiliate. The Affiliate hereby irrevocably waives its rights to, and shall indemnify the Enigma Strategy for any claim or demand made against the  Enigma Strategy, its directors, officers, shareholders, employees or against Main Website or other websites operated by the Enigma Strategy in respect of the exercise by the Company of its rights in this clause (i.e. clause 3.7).

3.9.       Introduced Client Tracking

The Affiliate hereby acknowledges that it is aware and agrees that each Introduced Client must register through a Tracking URL to enable such Affiliate to receive the Affiliate’s Commission in relation to such potential Introduced Client(s).  In no event shall the Company be liable, and the Affiliate specifically waives any claim or demand in relation to any commissions associated with any Tracking URL that has not been validly received by the Company by the end of the calendar month in which that Affiliate’s Commission arose, or for failure of the Affiliate or any Introduced Client/potential Introduced Client to use the relevant Affiliate’s Tracking URL.

3.10.     Payment Disputes

The acceptance of a payment made by the Company to the Affiliate will be deemed full and final settlement of the Affiliate’s Commission due for the corresponding calendar month. In case the Affiliate disagrees with the Report or amount payable, the Affiliate must NOT accept payment for such amount and immediately send a written notice of dispute within thirty (30) calendar days of the end of each month for which payment is made, otherwise the right to dispute the Report or payment will be deemed waived and the Affiliate shall be deemed to have waived any and all rights in relation to such Report or such payment and have waived any claims of restitution and/or unjust enrichment.

3.11.   Tax

It is the Affiliate’s sole responsibility to comply with any tax laws that apply to the Affiliate’s Commission and the  Affiliate  consents  that  to  the  extent  required  by Applicable  Laws  and regulations,  the  Enigma Strategy Group  may provide information regarding the Affiliate’s Commission to any governmental and/or judicial body/authority.

4.        Additional Terms of Participation in the Affiliate’s Program

4.1.     Provision of Information

(a)     The Affiliate shall provide true and complete information to the Company at all times, as may be requested by the Company from time to time. The Affiliate acknowledges that it is aware that prior to receiving any Affiliate’s Commission, the Affiliate must provide all information as may be requested by the Company, including any information required pursuant to Applicable Laws. 

4.2.     Marketing Materials

(a)     The Affiliate’s marketing materials shall comply with the guidelines provided by the Enigma Strategy and the restrictions set forth herein.

 (b)     The Affiliate is required to obtain the Enigma Strategy’s approval prior to uploading any information, marketing material or functionalities relating to the Enigma Strategy and its services. The Affiliates shall not be allowed to alter any of the marketing material provided by the Enigma Strategy. In no circumstances can the Affiliate change the Enigma Strategy information, marketing material, or functionalities that were initially provided and approved by Enigma Strategy. The marketing material may be used by the Affiliate only upon receiving approval by Enigma Strategy, which may be denied at the Enigma Strategy's sole and exclusive discretion.

 (c)     In the event that the Affiliate makes use of any marketing material not approved by the Enigma Strategy, the Enigma Strategy shall have the right, in addition to any other right or remedy available to it under this Agreement or Applicable Laws, to render  the Tracking URLs assigned to such Affiliate inoperative, and immediately block  the  Affiliate’s  access  to  the  Affiliate  Program  and  deny  any  Affiliate’s  Commission,  with  no compensation to the Affiliate. The Affiliate hereby irrevocably waives any claim or demand against the Enigma Strategy, its directors, officers, shareholders, employees or against the Main Website(s) in respect of such action taken by the Enigma Strategy.

4.3.     Compliance with Product Governance and the Inducements Rule 

(a)     The Affiliate undertakes to comply with Applicable Laws including any applicable local Law while conducting marketing activities, including, but not limited to, MiFID II.

(b)     The Affiliate acknowledges that under MiFID II, the undertakings within the Enigma Strategy that are established and authorised in the European Union, in their capacity as manufacturers and/or distributors of Financial Instruments,   are   required   to   identify   their   target   market   of   Clients   (as   defined   in   the   Client Agreement/Terms and Conditions of Business between the Company and its Clients).  Therefore, Affiliates shall ensure the following: 

(i)                   the Financial Instruments promoted and/or marketed are compatible with the needs, characteristics and  objectives  of  the  Company’s  target  market  as  set  out  in  the  Client  Agreement/Terms  and Conditions of Business between the Company and its Clients and as communicated to the Affiliate by the Enigma Strategy from time to time;

(ii)                 the Financial Instruments are promoted and/or marketed in a way that is compatible with the applicable requirements in MiFID II and specifically the target market;

(iii)                the Affiliate undertakes that it will conduct marketing activities under this Agreement that are compatible with the target market; and

(iv)                the Affiliate shall only undertake marketing activities in circumstances where the Affiliate considers it reasonable that such marketing activities will, generally and largely, only be seen by or engaged with by persons who comprise the target market.

(c)     The Enigma Strategy may require the Affiliate to provide information on its marketing activities and/or provide any other information as requested, to enable the Enigma Strategy to assess the Affiliate’s compliance with its obligations under this Agreement, including its obligation under Clause 4.3.

4.4.     Restrictions

(a)     All Affiliate’s activities must be professional, proper and in full compliance with all Applicable Laws, including local Law, and the Affiliate will be solely responsible for its activities.

(b)     The Affiliate cannot use any Enigma Strategy Group’s logo in any correspondence, business cards or electronic transmissions etc., unless authorised to do so by the Enigma Strategy in writing.

(c)     The Affiliate acknowledges that it is not allowed to register a business that includes the wording Enigma Strategy in its name. Furthermore, the Affiliate acknowledges that it is not allowed to register and/or operate a domain name that includes the wording Enigma Strategy  in its name.

(d)     An Affiliate and its website, to the extent the Affiliate operates through a website, shall not be engaged, directly or indirectly, in activities that the Enigma Strategy, at its sole discretion, deems to be illegal, improper, offensive, unfair or otherwise adverse to the operation or reputation of the Main Website(s) or detrimental to other users of the Main Website(s), including without limitation, to:

(i)                   the operation of an illegal business, site or subscription email list;

(ii)                 engaging in any illegal activity of any type, including but not limited to, displaying illegal content on the Affiliate’s website or in the Affiliate's subscription emails or offering any illegal good or service through the Affiliate’s website or subscription emails;

(iii)                 the operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that does so;

(iv)                promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(v)                 manipulating keyword searches on portals and/or search engines that conflict with the Enigma Strategy’s ones;

(vi)                misrepresenting themselves as the Main Website(s) by co-opting the visual "look and feel" of or text  from  the Main Website(s)  or  otherwise  violate  the Enigma Strategy Group’s  Intellectual  Property rights, including, without limitation, "scraping" text or images from the Main Website(s) or the Enigma Strategy’s managed Banners and/or Text Links, search marketing or all other online and offline campaigns; operation of an illegal business, site or subscription email list;

(vii)              including Enigma Strategy or variations or misspellings thereof in the Affiliate’s domain names;

(viii)             do not clearly make available an online privacy policy to visitors of its website;

(ix)                engaging in indiscriminate or unsolicited commercial advertising emails;

(x)                 placing links to any Main Website(s) in spam or unsolicited promotions, banner networks, counters, guest books, IRC channels or through similar Internet resources;

(xi)                causing or enabling any transactions to be made that are not in good faith, including among others by means of any device, program, robot, hidden frames and redirects, and "bogus" traffic (in each case without derogating from other remedies the Enigma Strategy may have in law, equity or otherwise);

(xii)              offering  any  Introduced  Client,  whether  directly  or  indirectly,  any  kind  of  rake-back  deal, arrangement  for  payment  or  portion  of  the  Affiliate  Fee,  or  any  other  incentive  which  may  be considered  to  be  a  ‘fee-sharing  arrangement’,  ‘rebate’,  or  ‘soft  dollar’  compensation  between Affiliate and Introduced Client.

(xiii)             diluting, blurring or tarnishing the value of Enigma Strategy;

(xiv)             unauthorized use of any third party's intellectual property (including, but not limited to, trademarks); or

(xv)              completing any account opening questionnaire on behalf of any potential Clients and/or Introduced Client.

(xvi)             Any statement misleading or otherwise which states the affiliate is regulated by any relevant financial authority.

 The Enigma Strategy shall have the right, in addition to any other right or remedy available to it under this Agreement or Applicable Laws, to render the Tracking URLs assigned to such Affiliate violating the restriction herein, as inoperative and immediately block the Affiliate’s access to the Affiliate’s Program, with no compensation to such Affiliate. The Affiliate hereby irrevocably waives any claim or demand against the Enigma Strategy, its directors, officers, shareholders, employees or against the Main Website(s) in respect of such action taken by the Enigma Strategy.

(e)     The Affiliate shall not authorise or encourage any third party to:

(i)                   directly or indirectly generate the use of the online services  offered by the Enigma Strategy through any automated, deceptive, fraudulent or other invalid means, including, but not limited to, through repeated manual clicks, the use of robots or other automated tools and/or computer-generated queries, and/or the unauthorized use of other search engine optimization services and/or software;

(ii)                 edit, modify, filter, truncate or change the order of the information contained in any part of the Main Website(s), or remove, obscure or minimize any part of the Main Website(s) in any way without authorisation from the Enigma Strategy;

(iii)                frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by a Client after clicking on any part of the Main Website(s);

(iv)                redirect any Client away from the Main Website(s);

(v)                 provide a version of any webpage of the Main Website(s) that is different from the page an end-user would access by going directly to the Main Website(s);

(vi)                intersperse any content between the Main Website(s) and the applicable landing page on the Main Website(s) or otherwise provide anything other than a direct link from the Affiliate’s website(s) to a relevant landing page on the Main Website(s), as approved by the Company in accordance with this Agreement;

(vii)              "crawl", "spider", index or in any non-transitory manner, store or cache information obtained from or pertaining to any Client who has been or is identified as solicited by and introduced and/or referred to the Main Website(s) via his/her tracker(s), or any part, copy, or derivative thereto; or

(viii)             act in any way that violates any various policies posted on the Main Website(s), as may be revised from time to time, or included in any other agreement between the Affiliate and the Company (including, without limitation in this Agreement);

(ix)                disseminate malware; or

(x)                 engage in any action or practice that reflects poorly on the Enigma Strategy or otherwise disparages or devalues the Enigma Strategy’s reputation or goodwill. 

(f)      Except as expressly otherwise provided for in this Agreement, and only if and to the extent provided herein, the  Affiliate  is  prohibited  from  sending  e-mails  to  promote  the  Enigma Strategy,  the  Main  Website(s),  the Company’s Affiliate Program and/or the products and services offered by the Enigma Strategy.

4.5.     Age

In order to participate in the Affiliate Program, the Affiliate must be aged 18 years or older.

4.6.     Forbidden Countries 

(a)     The Affiliate may only actively target citizens or residents of the countries set out in Appendix 1 to this Agreement, as these may be updated from time to time by the Company in its sole and absolute discretion.

(b)     Any Affiliate interested in actively targeting a person who is a citizen or resident of any country not listed in Appendix 1 of the Agreement must first receive the Company’s prior written approval and consent.

(c)     In the event that  an Introduced Client  is a citizen or  resident of a  country other  than  those set  out  in Appendix 1, the Affiliate accepts and agrees that it will not be entitled to receive any Affiliate’s Commission from the Company for such clients unless the Company has given its prior written consent to include that country within the scope of Appendix 1.

5.          Links / Trademarks and Logos / Data Ownership

(a)     Subject to the terms of this Agreement, the Company grants to the Affiliate a revocable, non-exclusive, non-transferable,  non-assignable,  non-sub-licensable,  worldwide  limited  licence  to  display  on  such Affiliate’s website the marketing material provided by the Enigma Strategy for the sole purpose of providing a link from  such  Affiliate’s  website,  which  website  has  been  confirmed by the Enigma Strategy as  included  in  the Affiliate’s Program, to the homepage of the Main Website(s) (but no other page) via the Tracking URL(s) provided by the Enigma Strategy. No framing of any webpage or of the Main Website(s) is permitted.

(b)     The Affiliate, and anyone on the Affiliate’s behalf, shall not assert the invalidity, unenforceability, or contest the ownership of any of the Enigma Strategy’s trademarks, logos or other marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice the Enigma Strategy’s rights in any of the Enigma Strategy’s, logos or other marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

(c)     Except as explicitly permitted herein, nothing in this Agreement or on the Main Website(s), should be construed as granting, by implication, estoppel or otherwise, any licence or right to use any of the Enigma Strategy’s trademarks, logos or other marks.

(d)     All Introduced Clients shall be considered as Clients of the Enigma Strategy only. The Enigma Strategy shall be the sole and exclusive owner of the database of names and contact information and any other data of all Introduced Clients, including Introduced Clients identified by a Tracker ID. The Affiliate may not contact an Introduced Client without receiving the Enigma Strategy’s prior written approval for such contact. If, in the Enigma Strategy’s opinion, the Affiliate either tries to, or does, make contact with an Introduced Client without its prior  written  approval,  the  Company shall  be  entitled  to  immediately terminate  this  Agreement  and  to withhold all Affiliate’s Commissions owed to the Affiliate at such time. The Company reserves the right to withdraw such approval at any time and at its sole and absolute discretion if deemed necessary. The Affiliate agrees that the Enigma Strategy may access information from or about visitors to the Affiliate’s website and may use such information for any purpose.

6.          Non-Competitive Marketing

It is hereby clarified that the Affiliate shall not be entitled to market to potential Clients:

(a)     on any internet site or social network on which the Enigma Strategy Group promotes the Main Website(s) (e.g. Facebook.com, Twitter.com, Instagram etc.);

(b)     on any internet search engine on which the Enigma Strategy promotes the Main Website(s) (e.g. Google.com, etc.);

(c)     in any other manner which results in the Affiliate competing with the Enigma Strategy in relation to the promotion of the Main Website(s) including, but not limited to, the promotion of your website(s) through other Affiliates;

(d)     any other online software, application, or other platform enabling online trading like and/or competitive with the Enigma Strategy’s trading platform;

In the event that the Affiliate is in breach of the foregoing provisions, the Enigma Strategy reserves the right, in addition to any other right or remedy available to it under this Agreement or Applicable Law, to render the Tracking URLs assigned to the Affiliate inoperative and immediately block the Affiliate’s access to the Affiliate Program.    The Affiliate shall have no claims and/or demands against the Enigma Strategy, its directors, officers, shareholders or employees in respect of such action taken by the Enigma Strategy.

7.          Warranties and Representations

7.1.       The Affiliate hereby warrants and represents the following:

(a)     it has and will have, always, the requisite capacity and authority to enter into this Agreement;

(b)     it  does  not  require  authorisation  to  provide  the  services,  or,  if  it  does,  it  already  has  the  requisite authorisation, licence and permission and that it will promptly notify the Enigma Strategy in writing if there is any change in such authorisation, licence and permission;

(c)     all its activities shall be conducted in a professional, proper and lawful manner, in full compliance with Applicable Laws and regulations and the terms of this Agreement;

(d)     it does not act as an agent or employee or representative of the Enigma Strategy. The Affiliate is independent of the Enigma Strategy and shall have no authority to bind the Enigma Strategy in any way;

(e)     it shall NOT provide any investment advice or discretionary management services to Clients;

(f)      it shall not issue any marketing, advertising or distribute any promotional material, whether on the internet or otherwise, about the Enigma Strategy (except for the marketing materials) without the Enigma Strategy’s express prior written consent;

(g)     it shall not make any misrepresentations regarding the Enigma Strategy, its services and licenses;

(h)     it shall not receive and/or transmit orders to the Enigma Strategy for and/or on behalf of the Enigma Strategy’s Clients;

(i)       it shall not direct or influence any Client with regards to his trading or funding preferences;

(j)       it shall not transmit any money to the Company for and/or on behalf of the Enigma Strategy’s Clients;

(k)     it shall disclose to the Enigma Strategy promptly any information regarding a complaint, regulatory investigation, or disciplinary action or any other development that may have a material impact on the Affiliate’s ability to provide the services hereunder in accordance with the Applicable Laws and regulations;

(l)       that it conducts its business in a manner that is consistent with the UK Modern Slavery Act 2015 (or similar legislation), where relevant.

7.2.       The Affiliate hereby expressly acknowledges and agrees that upon reasonable written notice by the Company and, at its request, the Affiliate shall cooperate with the any relevant regulatory authority of the Company in relation to the matters covered by this Agreement.

7.3.       The Enigma Strategy may, at its sole discretion, accept or reject any prospective Client introduced by the Affiliate and has the right to terminate the business relationship with any Client at any time.

7.4.       This Agreement does not grant the Affiliate the right or privilege to assist the Enigma Strategy in the provision of services to any Clients including Qualified Introduced Clients arising from the Affiliate’s referrals and introduction. The Enigma Strategy shall be responsible for all services to Clients. For the avoidance of doubt, the Enigma Strategy alone shall be responsible for setting and negotiating any fees, payments or commissions which it receives from its Clients.

7.5.       The Company’s Client Agreement/Terms and Conditions of Business are set out in the Main Website under the footer Section - “risk disclaimer” “privacy policy” “Terms and Conditions”

7.6.       The Affiliate hereby consents that the Enigma Strategy may disclose certain information about the Affiliate,

including, but not limited to, the Affiliate’s Commission(s) and statistics:

(a)      where it is required to by Applicable Laws;

(b)      to regulatory authorities upon their reasonable request, pursuant to Applicable Laws and regulations;

(c)      to such third parties as the Company sees fit to assist in enforcing its legal or contractual rights against the Affiliate, including but not limited to, legal advisors.

7.7.       The  Affiliate  acknowledges  and  agrees  that  any  attempted  participation  or  violation  of  any  of  the foregoing, as well as any deviation from the standard interpretation of this Agreement, is a material breach of this Agreement and that the Company may pursue, at the Company’s sole discretion, any applicable legal and equitable remedies against the Affiliate, including, but not limited to,  the immediate suspension of the Affiliate’s Account(s) with the Company and/or the withholding/cancelation of any Affiliate’s Commission(s) generated and/or the immediate termination of this Agreement, without prior notice being required and/or the pursuit of all available civil or criminal remedies. Under no circumstances shall the Company be held responsible and/or liable for any deviation from the Terms and Conditions by the Affiliate, including, but not limited to, the provisions regarding marketing/promotions made by the Affiliate.

8.          Limitation of Liability

8.1.       In no event shall Enigma Strategy, its officers, directors, shareholders, employees, service providers or suppliers be liable for:

(a)     lost profits or data; or

(b)     any special, incidental or consequential damages,

(c)     force majeure

which arise out of (or in connection with) the Main Website(s), the Enigma Strategy’s services and/or its trading platforms, or this Agreement (however arising, including negligence) and including, without limitation, as a result of any failure or malfunction of any software, hardware, communication technology or other system.

8.2.       Nothing in this Agreement shall limit or exclude the liability of either party for:

(a)     death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or

(b)     fraud or fraudulent misrepresentation. 

9.          No Warranties; Indemnification

9.1.       To the fullest extent permitted under Applicable Laws, notwithstanding anything to the contrary, the Enigma Strategy disclaims all warranties, express or implied, including but not limited to all implied warranties of non- infringement, merchantability and fitness for a particular purpose, with respect to the Affiliate Program, the Main Website(s), links in the Main Website(s), or the Main Website(s) being accessible or free of errors, viruses or security threats.

9.2.       The Affiliate  agrees  to  indemnify,  defend  and  hold  harmless  the Enigma Strategy,  its  directors,  officers, shareholders, employees, service providers and suppliers from and against any and all liability, claims, costs, expenses,  injuries  and  losses,  including  reasonable  legal  fees  and  costs,  arising  directly  or  indirectly  in connection with the Affiliate’s breach of any terms of this Agreement, operations or website or out of any disputes between the Affiliate and any other party relating to this Agreement, the Main Website(s), the Affiliate’s activity or to services provided by the Enigma Strategy. The Company may deduct such amounts to indemnify the Enigma Strategy, its directors, officers, shareholders, employees, service providers and suppliers for any claims arising, or resulting from, or relating, to the matters brought forth in this clause, from any outstanding Affiliate’s Commission due to the Affiliate and  held  by the Company and/or any other funds  whatsoever due to  the Affiliate and held by the Company.

9.3.       The Company shall not be in breach of this Agreement and shall not be liable or have responsibility of any kind for any loss or damage incurred by the Affiliate as a result of any total or partial failure, interruption or delay in the performance of this Agreement occasioned by any act of God, fire, war, civil commotion, labour dispute,  act  of  government,  state,  governmental  or  supranational  body  or  authority,  or  any  investment exchange and/or clearing house, inability to communicate with market makers for whatever reason, failure of any computer dealing system or any other breakdown or failure of transmission in communication facilities of whatever nature between the Enigma Strategy and the Affiliate or any other third-party whatsoever, or any other reason (whether or not similar in kind to any of the above) beyond the Enigma Strategy’s reasonable control (a “Force Majeure Event”).

10.        Confidentiality and Personal Data Protection

10.1.     The Affiliate shall keep all information confidential and shall not disclose to any third party any of the terms of this Agreement or any information incidental or related thereto the business of the Enigma Strategy (other than such terms or information which comes into the public domain), unless it is required under any Applicable Law  or   by  any  regulatory  or   governmental  body  or  obtained  by  the  Enigma Strategy Group’s   written  consent. Notwithstanding anything to the contrary in this Agreement or the termination of this Agreement, this clause shall continue to have effect and be binding on the Affiliate without any time limit.

10.2.     The Affiliate hereby expressly acknowledges, agrees and undertakes not to attempt to access or access any personal data in relation to Clients (i.e. potential, new or existing Clients), without the express prior written consent of the Enigma Strategy.

10.3.     The Affiliate expressly acknowledges, agrees and undertakes that it shall always comply with all applicable data protection laws and regulations.

10.4.     If personal data are collected by the Affiliate, he/she shall provide the relevant data subjects (i.e.  Clients) with the information required by all Applicable Laws and regulations pertaining to personal data protection and where required, shall obtain the prior written consent of all “Data Subjects” concerned. 

11.        Notices and Communication

11.1.     Unless otherwise specified, the Affiliate shall send any notice, instruction, request or other communication in writing via email to support@enigmastrategy.com

11.2.     Information may be provided by the Enigma Strategy to the Affiliate in paper format or by email to the Affiliate’s email address provided during his/her registration.

11.3.     All notices/information provided by the Enigma Strategy or received from the Affiliate should be in the English language.

12.        Independent Investigation

The Affiliate acknowledges that the Affiliate has read this Agreement and agrees to all its terms and conditions. The Affiliate has independently evaluated the desirability of participating in the Affiliate Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

13.        Termination

13.1.     Any changes to the Agreement shall not apply to the Affiliate’s Commissions earned in relation to transactions performed prior to the date on which the changes become effective unless specifically agreed otherwise. The Company shall notify the Affiliate of any changes in the Agreement at least five (5) business days prior to the amendments coming into force.  Should the Affiliate disagree with the changes, it may terminate the Agreement in accordance with paragraph 13.2 below.

13.2.     Either Party (i.e. Company or Affiliate) can terminate the Agreement by giving five (5) business days written notice to the other party.

13.3.     The Company reserves the right to terminate or suspend without notice, this Agreement or any rights of the Affiliate that it may possess under the provisions of this Agreement due to any malpractice, breach of any  provisions  of  this  Agreement,  failure  of  compliance  with  Applicable  Laws  and  regulations  or  other significant event, including liquidation or insolvency on the part of the Affiliate. Such termination will be at the sole discretion of the Company.

13.4.     Upon termination of the Agreement, the Affiliate is obliged to return to the Company any Enigma Strategy’s materials used to promote his business (e.g. newsletters, banners, text, etc.). In the case where the Affiliate maintains a website and is using any Enigma Strategy’s materials, it is obliged to immediately withdraw all such materials upon termination of said Agreement.

13.5.     Upon termination of this Agreement, the Company shall pay the Affiliate all the Affiliate’s Commission due as set out in this Agreement.

13.6.     Without prejudice to any other provisions set out herein, the Company may terminate this Agreement forthwith for cause, upon written notice to the Affiliate, if:

(a)     it becomes unlawful for the Company and/or the Affiliate to perform or comply with any one or more of the Affiliate’s obligations under this Agreement; or

(b)     in the event of any change in Applicable Laws or regulations.

14.        Governing Language and Jurisdiction

14.1.     This Agreement, as well as any additional agreement hereto (both present and future) is made in English.  Any other language translations are provided as a convenience only.  In the case of any inconsistency or discrepancy between the original English texts and their translation into any other language, the original versions in English shall prevail.

14.2.     This Agreement and all transactional relations between the Affiliate and the Company are governed by the Laws of the country of incorporation of the Company and the relevant Courts in this country shall have exclusive jurisdiction.

Appendix 1

A.         Qualified Introduced Client

1.          Subject to the definition in Section 1 herein above, the following additional conditions shall also be met, on a cumulative basis, for an Introduced Client to be approved as a “Qualified Introduced Client”:

(i)                   the individual has been approved by the Enigma Strategy for the relevant service and has made total deposits of at least £10,000 anyone of Enigma’s investment products), or such other minimum amount as may be specified by the Affiliate Program from time to time; and

(ii)                 the individual has traded in accordance to the minimum stipulated volume for the relevant broker the client has been introduced to.

(iii)                the conditions in points (i) and (ii) above are being met within a period of twelve (12) months, or such other  time  period  as  may  be  specified  by  the  Affiliate  Program  from  time  to  time  from  the  date  the Introduced Client opened a trading account with the Enigma Strategy.

2.          Subject to point 1 above, all the trading accounts of an Introduced Client are taken into consideration for the fulfilment of the qualification criteria set out in this Agreement.

3.          Subject to the respective requirements, only unique new Clients (i.e. without any registered active trading accounts with the Enigma Strategy) are eligible to be approved as Qualified Introduced Clients.

4.          An Introduced Client, whose first trading account was registered through another Affiliate’s website, shall not be able to open any additional trading accounts through the Affiliate’s website.  Consequently, all the trading accounts of such Introduced Client’s will relate to only one Affiliate, i.e.  the Affiliate through which the Client opened his/her first trading account with the Enigma Strategy.

5.          Where any of the criteria set out in Section 1 of this Agreement and in Part A of its Appendix 1 are not being met, such Introduced Client will not be approved as a Qualified Introduced Client and the Affiliate shall not be entitled to receive any Affiliate’s Commission in relation to such Client.

B.      Remuneration Structure

The Affiliate’s payment plan depends on the country of residence of the Qualified Introduced Client. Enigma will pay the marketing agent a fixed fee (to be confirmed on email, by anyone of Enigma Strategy directors only) and this can be based on fixed fee per month, costs per click, costs per acquisition of a client etc. There is no ongoing payment to the marketing agent (affiliate) in respect of any client who may have subscribed by way of the advertisement.

C. Acknowledgement

Enigma is solely responsible for producing its own financial promotions i.e. Enigma will be responsible for developing any/all of the advertisement of its ‘products. These adverts can then be passively promoted by the marketing agent (affiliate) e.g. hosted on the affiliates website. In other words, the marketing agent cannot promote/incite/induce its viewers to click on the adverts/ or to open an account etc. The advertisements must also lead the client back to Enigma’s website i.e. viewers who click on the advertisement cannot sign up for any investment products/Enigma services via the marketing agent/ or the marketing agent’s website.