AFFILIATE AGREEMENT
PREAMBLE
(1) The Trading Pit Challenge GmbH (hereinafter referred to as “TTP”, “TTP Challenge GmBH” or the “Company”) is a limited liability company registered with the Office of Justice of the Principality of Liechtenstein under registration number FL-0002.693.417-1 with its registered office in Vaduz, Liechtenstein. According to its articles of association, the purpose of the company is to offer all services on its platform that support exchange trading and the operation of trading systems. TTP Challenge GmbH develops and tests technologies, software and systems for financial markets trading models and offers training and services in the field of financial markets trading. In addition, the company offers a simulated financial markets game with various challenges.
(2) The Affiliate is a natural person or legal entity which wishes to become an Affiliate of TTP Challenge GmbH, 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 to become an Affiliate (hereinafter the “Affiliate”).
(3) The subject of this agreement is only the referral of potential participants/customers/traders for the financial markets game offered by TTP Challenge GmbH and its further services as well as, if applicable, the conclusion of a contractual agreement with TTP Challenge GmbH or its sister company, The Trading Pit Champions GmbH, which is structured differently depending on the status of the participant. It is expressly stated that the Affiliate does not act as a vicarious agent or bound intermediary of TTP Challenge GmbH, nor is any delegation subject to approval.
(4) Furthermore, may both hereinafter be referred to separately as the “Party” and jointly as the “Parties”.
§ 1 Scope of duties
(1) The Affiliate shall refer interested parties (“Client(s)”) to TTP Challenge GmbH who are interested in the financial markets game offered by TTP and/or further services as well as a possible cooperation with TTP Challenge GmbH or its sister company, The Trading Pit Champions GmbH (referral of evidence). The Affiliate will receive one or several unique tracking links (” Affiliate link”) that assist(s) in identifying the Affiliate’s activities and calculates the Affiliate’s monthly fees. The Affiliate link is also a unique hyperlink to the Company’s main website(s) enabling the Affiliate to refer potential clients to the Company’s main website(s), which enables the TTP Challenge GmbH to identify the Affiliate that has referred such specific client for the purpose of calculation the Affiliate’s remuneration. The Affiliate will post the Affiliate link on their online portal(s)/ websites/ social media channels, or they will provide it directly to the Clients to register with TTP Challenge GmbH. By registering on TTP Challenge GmbH with an Affiliate link, the Client consents that they are interested in being contacted by the Affiliate and TTP Challenge GmbH. Furthermore, the Affiliate receives access to an online dashboard where they can manage their Affiliate links, download digital promotional assets provided by the TTP Challenge GmbH and see reports containing information on all the Clients referred and the remuneration generated.
(2) It is clarified that the Affiliate may also refer an individual, acting in the course of business or a legal person that the Affiliate refers to TTP Challenge GmbH, to perform the same type of Services as the Affiliate and to be bound by the terms of this Agreement (“Second Tier Affiliate”).
(3) It is expressly stated that the Affiliate is not entitled to provide financial services or other activities in the refer of TTP Challenge GmbH. Within the scope of this contractual relationship, the Affiliate is expressly forbidden to engage in activities that go beyond the mere referral of potential Clients or to even give the appearance of being authorized to engage in such activities through actions and/or statements. In particular, the Affiliate undertakes to have the actual handling of the financial markets game, any further services or any cooperation or contractual relationship arising therefrom between the Client and TTP Challenge GmbH carried out by TTP Challenge GmbH itself.
It is also expressly stated that the Affiliate is aware of the scope and limits of his activity as a broker of evidence which is the sole subject matter here, in particular under Liechtenstein law and any limits under the law of his place of residence, and that he has adequately informed himself about this. The Affiliate undertakes vis-à-vis TTP Challenge GmbH to comply with the regulatory limits existing within the scope of his activity and not to exceed them.
(4) The contractual partner of the trader with regard to the financial markets game and any subsequent contractual relationship shall be exclusively TTP Challenge GmbH. The Affiliate is obligated to clearly and unambiguously disclose to the interested party/customer that he/she is only acting as a referral agent and is not entitled to any further activity on behalf or for the account of TTP Challenge.
(5) The Affiliate is only entitled to carry out his activity (brokerage of evidence), but is not obliged to do so or to take any other action in this respect. Whether and to what extent the Affiliate will therefore act within the scope of this agreement is in each case exclusively at his discretion and his own decision.
(6) TTP Challenge GmbH is entitled to refuse to conclude a contract or cooperation with persons referred by the Affiliate without giving reasons.
§ 2 Remuneration
(1) The Affiliate shall receive a remuneration for his activity as an Affiliate (proof broker) in accordance with Annex 1, which is the subject of this contract. TTP Challenge GmbH is entitled to change the amount of the remuneration accordingly, if necessary, subject to a 4-week notice period.
(2) For the sake of completeness, the contracting parties clarify that there is no claim or right for remuneration for Client contracts applications rejected by TTP Challenge GmbH. There is also no claim for remuneration for clients referred by the Affiliate, who violate terms and conditions of the contractual agreement between the client and TTP, especially by using prohibited trading practices on the demo account as explained below:
TTPs contractual partners or signal providers are not allowed to use abusive strategies on his/her demo account or to provide trading signals on generated based on abusive strategies which may or may not include the following or any other strategies in a way that establishes justified concerns that TTP Challenge GmbH might suffer financial harm or other harm as a result of the Signal Provider’s activities.
*It is prohibited to:
* EA´s that performs any of the following activities are prohibited:
Any demo accounts using these types of EAs and providing trading signals based on the usage of such EAs will be cancelled and banned. No remuneration or commission will be paid to Affiliates according to paragraph 2 of this agreement and any associated Affiliate commissions will be cancelled.
(3) Claims for remuneration of the Affiliate end at the latest with the termination of the contractual agreement between the Client and TTP, unless the contract with the Affiliate has been terminated beforehand according to § 9.
(4) The accrued remuneration shall be settled on a monthly basis. The payment methods shall be agreed separately. Objections to the settlement must be made within 14 days, otherwise the settlement shall be deemed accepted.
(5) In the event of the death of the Affiliate, all claims acquired under this agreement shall pass to the legal heir or heirs.
§ 3 Taxes
In accordance with the statutory provisions, the Affiliate shall pay the respective tax due on him as well as all duties, fees and other contributions related to his activity. If value-added tax is payable on the agreed remuneration, it is agreed that the remuneration agreed in Annex 1 shall in this case include value-added tax.
§ 4 Affiliate obligations, time allocation and place of employment
(1) The Affiliate is subject to specific obligations to TTP Challenge GmbH in the fulfillment of the contract and in the execution of the activity he has taken on with regard to the design of the activity processes and non-compliance with these obligations may result in the termination of this agreement. The Affiliate undertakes to fulfil the following obligations:
1.1. To comply with the terms of this Agreement, as amended from time to time.
1.2. To comply with all applicable laws and regulations, in his territory (including but not limited to, financial services regulations, data protection and anti-spamming rules).
1.3. To comply with TTP Challenge GmbH’s branding and Intellectual Property guidelines.
1.4. To promote and market, within such territory as this may be specified by the Company.
1.5. To act in good faith and conduct the Affiliate’s activities in a professional and proper manner and in full compliance with all applicable laws.
1.6. To perform the Services described in this Agreement, the Affiliate shall bear all establishment and operational costs and expenses of any nature, including but not limited to any marketing and promotional activities related to the services, unless otherwise determined by TTP Challenge GmbH. Under no circumstances shall TTP Challenge GmbH be liable hereunder for any amounts other than the Affiliate remuneration.
1.7. The Affiliate or its associated or Second Tier Affiliates may register as Clients however it will remain to the discretion of the Company whether they will be entitled to receive any remuneration and or any other compensation, arising out of any personal, live accounts with the Company.
1.8. The Affiliate shall not misrepresent in any way to any potential Clients, with regard to its status of contractual relationship with TTP Challenge GmbH and/ or its group companies, and it will not provide any investment or financial advice or recommendation or promises to Clients with regard to the services of TTP Challenge GmbH or/and any other of its group companies.
1.9. Affiliate must provide true and complete information to TTP Challenge GmbH, as this may be requested at any time, about itself and its activities and about any referred Clients. It is agreed that the referred Clients are, customers of TTP Challenge GmbH, and not the Affiliate’s.
1.10. In no event should the Affiliate engage in any marketing or promotional activity related to TTP Challenge GmbH, and/or group companies in any area, location, territory or jurisdiction prohibited by TTP Challenge GmbH as communicated from time to time.
1.11. It is agreed that throughout this Agreement, the Affiliate must act in good faith at all times and must not make any false and/or misleading representations or statements with respect to TTP Challenge GmbH, or its group companies and the Services provided or the Company’s products and services or engage in any other practices which may affect adversely the image, credibility or reputation of TTP Challenge GmbH and its group companies and services. It is further agreed that throughout this Agreement the Affiliate’s website and/or mobile application, and/ or social media channels to the extent the Affiliate operates through a website, mobile application, social media channels or by any other means, shall not be engaged, directly or indirectly, in activities that the TTP Challenge GmbH , at its sole discretion, deems to be illegal, improper, offensive, unfair or otherwise adverse to the operation or reputation of the Company’s websites or detrimental to the users of the websites, including without limitation, to: (i) promoting sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age or (ii) violating any intellectual property or other proprietary rights of any third party or (iii) having defamatory or harassing and untruthful comments and statements about our activities and business or (iv) containing or promoting content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that does so, or (v) engaging in any illegal activity of any type, including but not limited to, displaying illegal content offering any illegal good or service though the Affiliates’ website, (vi) violating the TTP Challenge GmbH ’s intellectual property rights including trademarks, domain names etc., or (vii) do not clearly make available an online privacy policy to visitors of its website or, (ix) causing or enabling any transactions to be made that are not in good faith, including among others by means of any device, program or robot, or (x) offering any referred Client, whether directly or indirectly, any kind of incentive or, (xi) opening an account on behalf of any potential client and/or referred client, including but not limited, completing any kind of questionnaire, form provided by the Company (xii) promoting TTP Challenge GmbH through mobile applications related to sexually explicit materials or gambling (non-exhaustive list).
1.12. The Affiliate must not transmit to or in any way, whether directly or indirectly, expose the Company’ website, content, platform and any other of the Company’s Property to any computer virus or other similarly harmful or malicious material, virus or device.
1.13. The Affiliate shall promptly inform TTP Challenge GmbH of any information or acts of a third party that has become known to them that could potentially harm TTP Challenge GmbH and/or TTP Challenge GmbH group companies, services and reputation in any way and manner.
1.14. The Affiliate acknowledges that they are not allowed to register a business that includes the wording “The Trading Pit” or “trading pit” or “trading pit challenge” or “TTP” in its name. The Affiliate cannot use or register a domain name or keywords, search terms or other identifiers for their activities with the name of The Trading Pit, or trading pit or similar name which may cause confusion without the prior written consent of the TTP Challenge GmbH. Should the Affiliate infringe the aforementioned, it will be considered as a material breach as per clause § 9 of this Agreement.
1.15. The Affiliate shall refrain from referring clients residing in any of the countries that are classified as black listed or high risk countries as these appear on the FATF website (www.fatf-gafi.org) and/or any other Country that the Company does not offer its services. The Affiliate may only actively target residents of the countries that will be provided from time to time by the Company. The Affiliate acknowledges and agrees that in the event that a referred Client is a citizen or resident of a country other than those provided by the Company, or a person listed on any sanction list by any international institution, 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 specific country/ person.
1.17. The Affiliate acknowledges that the remuneration is provided for legitimate referrals who have NOT engaged in prohibited trading practices as mentioned under § 2
1.18. The Affiliate must provide genuine contact information, in order for TTP Challenge GmbH account managers to communicate effectively. Should the Affiliate fail to provide genuine contact details or is not responding to requests from their account manager to communicate over a three (3) month period from the registration with TTP Challenge GmbH, the Company retains the right to terminate this Agreement or suspend the Affiliate account. During the suspended period, the remuneration plan will be changed, and portfolio of the Affiliate’s clients will stay in the Affiliate’s account. However, the suspended Affiliate will not earn any remuneration generated during the suspension time.
1.19. The Affiliate shall always provide true and complete information to TTP Challenge GmbH as may be requested from time to time by TTP Challenge GmbH. The Affiliate acknowledges that it is aware that prior to receiving any Affiliate’s remuneration, the Affiliate will be requested by TTP Challenge GmbH to provide identification information, including any information required pursuant to Applicable Laws. Such information includes, but is not limited to, proof of identity and proof of residence documents, date of birth, contact information, affiliates’ website, blogs etc. On the occurrence of failure to comply with the above, or in the case that any such documents appear to be/are digitally edited, the Company reserves the rights to consider any Affiliate’s remuneration(s) generated as void and/or terminate the business relationship with the Affiliate with immediate effect.
1.20. Save for the Services described in this Agreement, the Affiliate may also identify and refer other third parties, such as online marketing organizations and/or website owners and/or operators that may be prospective affiliates of TTP Challenge GmbH as Second Tier Affiliates. Those parties will be independent contracts, non-associated to the Affiliate and will be subject to the terms and conditions of this Agreement.
1.21. The Affiliate’s marketing materials/ communications shall comply with the guidelines as provided by the TTP Challenge GmbH from time to time and the restrictions stated herein. The Affiliate is required to obtain a written approval by TTP Challenge GmbH prior to uploading any information and/or any marketing material relating to TTP Challenge GmbH and its services. The Affiliate shall not be allowed to modify any of the marketing material provided by TTP Challenge GmbH. In the event, the Affiliate intends to amend any information and/or marketing material that were initially approved by the TTP Challenge GmbH, the Affiliate must obtain a new approval from the TTP Challenge GmbH before it proceeds with such amendments. In the event that the Affiliate will not comply with the abovementioned and makes use of any marketing material not approved by the TTP Challenge GmbH, the TTP Challenge GmbH reserves the right, in addition to any other right or remedy available to it under this Agreement or applicable laws, to render the Affiliate link(s) assigned to such Affiliate inoperative, and immediately block the Affiliate’s access to the Affiliate dashboard and deny any Affiliate’s remuneration, with no compensation to the Affiliate. The Affiliate hereby irrevocably waives any claim or demand against the TTP Challenge GmbH, its directors, officers, shareholders and employees.
1.22. The marketing materials shall be used only for a limited period set in accordance with TTP Challenge GmbH general terms of use and TTP Challenge GmbH Branding Guidelines that follow TTP Challenge GmbH material each time. It is the Affiliate’s responsibility to maintain their website and any marketing and promotional material that TTP Challenge GmbH provides them, up to date, at all times. If the Affiliate systematically breaches such obligation, TTP Challenge GmbH may suspend or terminate this cooperation with them.
1.23. The Affiliate, in order to participate in the Affiliate Program, must be over 18 years of age.
1.24. TTP Challenge GmbH reserves the right, in its sole discretion, or based on regulatory restrictions imposed on it by Law or local regulatory bodies, not to enter into or to terminate at any time, a contractual relationship with an Affiliate.
1.25. Commercial Grade Website – the Affiliate must have a commercial grade website which they are responsible for hosting. The definition of a commercial grade website is subjective, however the site must include multiple pages, provides content and is aesthetically pleasing as well as updated within the last 2 years.
1.26. Videos and Chart images - Website videos, chart images and/or screenshots used for promoting TTP Challenge GmbH must be primarily, if not entirely, done using the Company’s website and/ or platforms.
1.27. TTP Challenge Gmbh Brand Positioning – the Affiliate agrees to include the Company’s information page on their website:
a) The Affiliate agrees to include the Company’s images/ banners or other digital assets on their website
b) TTP Challenge GmbH must be promoted on their site as the featured, recommended or preferred platform/ prop trading firm over any competitor platforms.
1.28. TTP Challenge GmbH maybe reviewing the Affiliate websites on an on-going basis to ensure quality standards are met and may request the Affiliate to make amendments as it deems fit to ensure the proper representation of the Company’s brand.
(2) The Affiliate is completely free in his time allocation and to choose his place of work in the fulfillment of the areas of responsibility mentioned in § 1 of this contract.
§ 5 Intellectual Property and Branding
(1) Throughout this Agreement, TTP Challenge GmbH will grant the Affiliate a limited, revocable, non-transferable and non-exclusive, non-assignable, non-sub-licensable, license to use, within the territory of their activities, TTP Challenge GmbH marketing and promotional material, including but not limited to banners, creatives, content, logos, trademarks, copyright, literature that the Affiliate can use only until termination or expiry of this Agreement. All Intellectual Property licensed to the Affiliate belongs solely and exclusively to TTP Challenge GmbH and its group companies and successors and cannot be used, transferred or assigned to a third party without a prior written permission by TTP Challenge GmbH’s authorized personnel. Nothing in this Agreement shall confer any right of ownership in the Company’s Intellectual Property.
(2) “Intellectual Property” means but is not limited to the TTP Challenge GmbH and group companies Trademarks, logos, domain names, websites, copyright, know-how, patents, client lists, banners, creatives, the Company’s website and platforms, literature, business strategies, e-books, tables, charts. the Affiliate acknowledges and agrees that the Affiliate will use the Company’s Intellectual Property in a lawful manner and in strict compliance with all TTP Challenge GmbH Branding guidelines that the Affiliate will find on the Company’s website at www.thetradingpit.com and/ or www.affiliates.thetradingpit.com, and only during the term of the cooperation.
(3) The Affiliate agrees to display any of the Company’s Intellectual Property and marketing material on the Affiliate websites solely for the purpose of marketing and promoting TTP Challenge GmbH Services and only AS IS, i.e. without any interference, manipulation or amendment of TTP Challenge GmbH Intellectual Property. Any unauthorized use or amendment to TTP Challenge GmbH Intellectual Property is a breach of contract, in which case, TTP Challenge GmbH retains the right to immediately terminate this Agreement with the Affiliate and may take legal action against the Affiliate.
(4) TTP Challenge GmbH may, upon reasonable prior notice, instruct the Affiliate to cease displaying creative, material or any other of TTP Challenge GmbH Intellectual Property, at any time, for any reason.
(5) It is agreed that TTP Challenge GmbH will be the sole and exclusive owner of the database of names and contact information and any other data of Clients, including active and potential. If the Affiliate attempts to contact a Client directly and without TTP Challenge GmbH’s approval, TTP Challenge GmbH retains the right to terminate this Agreement with immediate effect and to withhold all Affiliate’s remuneration owed to the Affiliate at such time. TTP Challenge GmbH reserves the right to withdraw such approval at any time and at its sole and absolute discretion if deemed necessary.
§ 6 Confidentiality obligation
(1) The Affiliate is obligated to maintain secrecy with regard to any business and trade secrets of TTP Challenge GmbH that come to his knowledge as well as confidential data of the group companies, e.g. The Trading Pit AG and The Trading Pit Champions GmbH as well as the contractual partners TTP Challenge GmbH vis-à-vis third parties - for an unlimited period of time even beyond the end of the contractual relationship. In particular, the Affiliate assures to comply with the existing legal duty of confidentiality regarding all facts which are entrusted to him or made accessible to him due to the business relationship with TTP Challenge GmbH with its contractual partners.
(2) All information that is not made publicly available by TTP Challenge GmbH and the disclosure of which to recipients not authorized by TTP Challenge GmbH could negatively influence the management and continued existence of the Company shall be considered business and trade secrets.
(3) In the case of each individual violation of this duty of confidentiality, the Affiliate undertakes to pay TTP Challenge GmbH a contractual penalty of ¼ (one fourth) of the last annual remuneration received prior to the violation, to the extent permissible and excluding the continuation of the violation. It is clarified that the penalty amount may be deducted from any accrued remuneration owed to the Affiliate at the time of the violation being found.
§ 7 Data Protection
(1) The Affiliate hereby expressly acknowledges, agrees and undertakes not to attempt to access or access any personal data in relation to TTP Challenge GmbHs’ Clients including potential, new or existing Clients, without the prior written consent of the TTP Challenge GmbH.
(2) The Affiliate expressly acknowledges, agrees and undertakes that it shall comply at all times with all applicable data protection laws and regulations.
(3) The Affiliate acknowledges and agrees that regarding any unsolicited communication in any type of form such as e-mail, telephone calls, facsimile, newsletters, promotions, market updates, text messages etc., related to its business and his cooperation with TTP Challenge GmbH, must ensure that he received the person’s consent (Data Subject) prior to such communication. Furthermore, the Affiliate should not send any e-mail regarding TTP Challenge GmbH Services to any individual or entity that has not requested such information. Furthermore, the Affiliate should expressly state that third parties engaged in business with them, may also contact the Data Subject directly by giving them, at all times, the option to opt out. The Affiliate should always provide the option to “unsubscribe” within their mass communication to any potential clients they approach regarding TTP Challenge GmbH services. The Affiliate agrees to hold TTP Challenge GmbH harmless and fully indemnified in the event of breach of this paragraph and against any claims brought against TTP Challenge GmbH by a third party.
(4) Furthermore, any potential and active client’s personal data, including but not limited to name, date of birth, address, email, all client lists, are Property of TTP Challenge GmbH and its group companies and the Affiliate should not use or profit out of it outside the purposes and following termination of this Agreement.
(5) TTP Challenge GmbH may provide the Affiliate at its own discretion with reports and statistics (impressions, clicks, click-through rates, conversions and conversion rates) and related fee and payment information. The Affiliate will have no access to any personal data of the Data Subject, i.e. personal data of the active and /or potential Clients’, as per the Data Protection Rules. Any access to data will be provided in an encrypted and non-identified format for payment and statistical purposes only.
§ 8 Liability of the Affiliate
(1) The Affiliate is liable to TTP Challenge GmbH for the compliance with his contractual obligations.
(2) The Affiliate is also liable to TTP Challenge GmbH for compliance with the regulatory limits in relation to his activity.
(3) In case of a claim against TTP Challenge GmbH due to an illegal and culpable conduct of the Affiliate - regardless of whether this concerns claims under civil law or sanctions under supervisory law - the Affiliate undertakes to fully indemnify and hold TTP Challenge GmbH harmless in this respect.
§ 9 Contract duration and termination
(1) The contractual relationship shall commence upon signature of this Agreement by both Parties and shall be concluded for an indefinite period. It may be terminated by either party with or without giving reasons effective immediately.
(2) TTP Challenge GmbH shall be entitled to terminate the contract immediately if there is good cause and/ or due to material breach. Such good cause shall be deemed to exist in particular if:
a) bankruptcy or composition proceedings are instituted against the assets of the Affiliate or are dismissed for lack of assets.
b) the Affiliate violates his duty of confidentiality and requirement for Data Protection standardized under § 6 and 7.
c) the Affiliate is in material breach of the TTP Challenge GmbH code of conduct and any of the obligations stated in § 4 and 2.
(3) Consequences of Termination
Upon expiration or termination of this Agreement:
(a) The Affiliate shall return to TTP Challenge GmbH all and any Property of TTP Challenge GmbH in its possession or control;
(b) The Affiliate must immediately cease displaying any of the Property of TTP Challenge GmbH on any of their website or otherwise and
(c) all rights licensed to the Affiliate will automatically be revoked.
(4) Notwithstanding the above, the Affiliate shall be entitled to receive any remuneration accrued until the date of termination of this Agreement. This provision will not apply, if the Affiliate has breached any of the terms of this Agreement.
(5) In case of material breach of any of the terms of this Agreement, TTP Challenge GmbH may terminate the agreement with immediate effect and TTP Challenge GmbH retains the right to seek for indemnification under contract law or tort, and/or any applicable laws, for any losses, damages or liability incurred by the Affiliate in connection with such violation, in accordance with the provisions of this section.
(6) The TTP Challenge GmbH 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 as stated in clause (2) of this paragraph. Such termination will be at the sole discretion of the Company.
§ 10 Freelance service contract
(1) According to the intention of the contracting parties, this Agreement establishes a contractual relationship between TTP Challenge GmbH and a self-employed person. Nothing in this Agreement shall be construed to create a true employment relationship or a corporate relationship. For the sake of good order, the contracting parties state that the provisions of labor law do not apply to the present contractual relationship.
(2) The Affiliate confirms to have provided all information conscientiously and truthfully and undertakes to report any changes to TTP Challenge GmbH immediately. Remuneration payments that accrue to TTP Challenge GmbH due to incorrect information provided by the Affiliate shall be reimbursed to TTP Challenge GmbH immediately upon request.
(3) As the Affiliate is only entitled to act on behalf of TTP Challenge GmbH pursuant to § 1 (4) of this agreement, but is not obliged to do so, there is also no Social Insurance obligation. The Affiliate is aware that the calculation of the remuneration is based on this Social Insurance exemption. Should therefore - for whatever reason - the competent Social Insurance institution in Liechtenstein nevertheless assume a Social Insurance obligation, the Affiliate undertakes to reimburse TTP Challenge GmbH for the employee share attributable to him (including the ancillary fees, contribution surcharges, interest on arrears and similar charges).
§ 11 Final provisions
(1) This Agreement shall be governed by Liechtenstein law.
(2) Any disputes arising out of or in connection with this contract shall - to the extent permissible - be subject to the jurisdiction of the Princely District Court or the Princely High Court in Vaduz.
(3) This agreement replaces all previously existing agreements; additional agreements to this agreement must be in writing.
(4) 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 successors, assigns and legal representatives. The Affiliate shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations here-under, to any third party without TTP Challenge GmbH’s prior written consent.
(5) Should any provision of this Agreement be invalid and/or unenforceable, the legal validity of the remaining provisions shall not be affected. In this case, the contracting parties undertake to replace the invalid and/or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid and/or unenforceable provision.
(6) If, for better understanding, translations of this Agreement should be made into other languages, it is agreed that only this German version shall be the legally binding version.
Annex 1: Remuneration
1) For his activity, the Affiliate receives a percentage share of the revenues and profits of The Trading Pit Challenge GmbH, which the latter receives on the basis of the agreements concluded with the Clients referred by the Affiliate as well as transactions based thereon.
2) The standard commission percentage is 10% commission on purchases from direct referrals. The Affiliate will also receive different percentage commissions – 5%, 3% and 2% respectively – if the referral is introduced by one of the sub-affiliate partners in the respective level. The Affiliate will also receive 5% of The Trading Pit Challenge GmbH commissions generated from the profit on the scaling plans for direct referrals only. Any special conditions in regard to remuneration will be agreed to on a separate agreement. Objections to a commission statement must be asserted in accordance with the Affiliate agreement within 14 days of receipt thereof, otherwise the statement shall be deemed accepted.
3) The Trading Pit Challenge GmbH reserves the right to deduct, if applicable, from the total amount of commissions generated by the Affiliate, the corresponding amount generated by the referred clients through abusive trading such as latency arbitrage and/or any other strategies that our brokers may deem as abusive.
4) In accordance with the Affiliate agreement, the Affiliate's remuneration is only due when the monthly invoice to The Trading Pit Challenge GmbH has been issued and submitted by the Affiliate and received by the Company.