Affiliate Marketing Terms

Introduction
Definitions
Affiliate Obligations
Arrow Algo Obligations
Commission Structure
Compliance with Financial Regulations
Intellectual Property
Confidentiality
Term and Termination
Representations and Warranties
Indemnification
Limitation of Liability
Dispute Resolution
Miscellaneous Provisions
Signatures

1. Introduction

1.1 Purpose of the Agreement

This Affiliate Marketing Partner Agreement (the “Agreement”) sets forth the terms and conditions under which Arrow Algo (the “Company”) and third party social media influencers (the “Affiliates”) will collaborate. The primary objective of this Agreement is to establish a mutually beneficial relationship wherein the Affiliate will promote Arrow Algo’s algorithmic trading software in exchange for commissions on sales generated through their promotional efforts. This Agreement aims to outline the roles, responsibilities, and expectations of both parties to ensure a successful and compliant partnership.

1.2 Parties Involved

This Agreement is entered into between:

Arrow Algo: A company specialising in no-code algorithmic trading software, providing tools for users to build, backtest, and deploy trading strategies.
Social Media Influencer / Affiliates: An individual or entity engaged in promoting Arrow Algo’s products and services through various online and offline channels. The Affiliate agrees to comply with the terms set forth in this Agreement.

Both parties agree to abide by the terms and conditions detailed herein and work collaboratively to achieve the objectives of this partnership.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

2.1 “Affiliate”

“Affiliate” means the individual or entity that has entered into this Agreement with Arrow Algo to promote its products and services in exchange for commissions on sales generated through their promotional efforts.

2.2 “Agreement”

“Agreement” refers to this Affiliate Marketing Partner Terms, including any amendments, appendices, and exhibits hereto.

2.3 “Arrow Algo”

“Arrow Algo” refers to the company specialising in no-code algorithmic trading software.

2.4 “Commission”

“Commission” means the payment made to the Affiliate based on the sales generated through their promotional activities, as detailed in the Commission Structure section of this Agreement.

2.5 “Confidential Information”

“Confidential Information” includes any and all information, whether written, electronic, or oral, that is disclosed by one party to the other and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2.6 “Effective Date”

“Effective Date” means the date on which this Agreement is last signed by the parties and becomes effective.

2.7 “Intellectual Property”

“Intellectual Property” refers to all trademarks, logos, copyrighted materials, and other proprietary information provided by Arrow Algo to the Affiliate for use in promotional activities.

2.8 “Promotional Materials”

“Promotional Materials” means the banners, logos, product images, marketing copy, and any other marketing tools provided by Arrow Algo to the Affiliate for the purpose of promoting Arrow Algo’s products and services.

2.9 “Promotional Activities”

“Promotional Activities” refers to the actions taken by the Affiliate to market and promote Arrow Algo’s products and services, including but not limited to social media posts, blog articles, email newsletters, and participation in webinars and events.

2.10 “Subscription Payment”

“Subscription Payment” means the recurring fee paid by a user for continued access to Arrow Algo’s products and services.

3. Affiliate Obligations

3.1 Promotion Activities

The Affiliate agrees to actively promote Arrow Algo’s algorithmic trading software through various online and offline channels. These activities may include but are not limited to social media posts, blog articles, email newsletters, and participation in webinars and events. The Affiliate will use their best efforts to market Arrow Algo’s products and services in a manner that is both professional and effective, targeting appropriate audiences to maximize engagement and sales.

3.2 Content Creation and Posting Requirements

The Affiliate is responsible for creating high-quality content that accurately represents Arrow Algo’s products and services. All promotional content must:

Be original and not infringe on any third-party intellectual property rights.
Include clear and conspicuous disclosures of the affiliate relationship with Arrow Algo, as required by relevant regulatory guidelines.
If unsure, the users may submit proposed content to Arrow Algo for review and guidance prior to publication to ensure compliance with company standards and regulatory requirements.

3.3 Compliance with Laws and Regulations

The Affiliate must comply with all applicable laws and regulations in the jurisdictions where they operate, including but not limited to financial regulations, advertising standards, and data protection laws. The Affiliate is responsible for:

Understanding and adhering to specific legal requirements related to the promotion of financial products and services.
Ensuring that all promotional activities and content do not violate any local, state, or federal laws.

3.4 Ethical Standards and Brand Guidelines

The Affiliate agrees to uphold high ethical standards and adhere to Arrow Algo’s brand guidelines in all promotional activities. This includes:

Avoiding misleading or deceptive practices, such as making false claims or unsubstantiated performance guarantees.
Representing Arrow Algo’s products and services honestly and accurately.
Maintaining the integrity and reputation of Arrow Algo by promoting the brand in a positive and ethical manner.

4. Arrow Algo Obligations

4.1 Provision of Promotional Materials

Arrow Algo will supply the Affiliate with necessary promotional materials, including but not limited to banners, logos, product images, and marketing copy. These materials will be provided to help the Affiliate effectively market Arrow Algo’s products and services. All materials will be up-to-date and comply with the brand guidelines and regulatory standards.

4.2 Support and Resources

Arrow Algo will offer ongoing support to the Affiliate to ensure a successful partnership. This includes:

Providing access to training sessions and educational resources to help the Affiliate understand the product and its features.
Offering technical support to address any issues related to the use of Arrow Algo’s platform or promotional tools.
Maintaining open lines of communication for any questions or concerns the Affiliate may have.

4.3 Payment of Commissions

Arrow Algo will track the sales generated through the Affiliate’s promotional activities and pay commissions according to the agreed-upon structure. Specifics include:

Commission Rates and Calculation: Commissions will be calculated based on a percentage of the sales value generated by the Affiliate’s referral links or promotional codes.
Payment Terms and Schedule: Payments will be made on a regular schedule, as detailed in the commission structure. Arrow Algo will provide a summary of earnings to the Affiliate.
Tracking and Reporting: Arrow Algo will utilize reliable tracking mechanisms to ensure accurate reporting of sales and commissions. The Affiliate will have access to an online dashboard to monitor their performance and earnings.

5. Commission Structure

5.1 Commission Rates and Calculation

The Affiliate will receive commissions based on the following structure:

First Subscription Payment: The Affiliate will earn 50% of the user’s first full subscription payment. For example, if a user subscribes to a $50 per month plan, the Affiliate will receive $25 after the first full payment, after any promotional offers that the user may have accepted.
Trail Commissions: The Affiliate will earn 20% of any subsequent payments (trail commissions) made by the user. Continuing the example, for a $50 per month subscription, the Affiliate will receive $10 per month for as long as the subscription is active.

5.2 Payment Terms and Schedule

Subscription Payments: Commissions from the user’s first subscription payment and subsequent trail commissions will be calculated at the end of each month.
Payout Schedule: Payments will be made on a monthly basis, within 15 days following the end of each calendar month. For example, commissions earned in January will be paid by February 15th.

5.3 Tracking and Reporting of Sales

Sales Tracking: Arrow Algo will use a reliable tracking system to monitor and record the sales generated through the Affiliate’s promotional efforts. Each Affiliate will be provided with unique referral links or promotional codes to ensure accurate tracking.
Performance Dashboard: Affiliates will have access to an online dashboard where they can track their performance.
Reporting: Arrow Algo will provide monthly statements detailing the commissions earned by the Affiliate, including breakdowns of first subscription payments and trail commissions.

6. Compliance with Financial Regulations

6.1 Adherence to Laws and Regulations

The Affiliate must comply with all applicable laws, regulations, and guidelines in the jurisdictions where they operate. This includes, but is not limited to:

Financial regulations pertaining to the promotion and sale of financial products and services.
Advertising standards set forth by regulatory bodies such as the Federal Trade Commission (FTC) in the United States, the Financial Conduct Authority (FCA) in the United Kingdom, and other relevant authorities.

6.2 Disclosure Requirements

The Affiliate is required to include clear and conspicuous disclosures in all promotional content to inform their audience of their affiliate relationship with Arrow Algo. Disclosures must:

Be easily noticeable and understandable by the average consumer.
Comply with guidelines provided by regulatory bodies, ensuring transparency and honesty in promotional activities.

6.3 Content Review and Approval

Affiliates are responsible for ensuring compliance with applicable laws and regulations within their content. If unsure, they may submit promotional content to Arrow Algo for review and guidance before publication.
Arrow Algo reserves the right to request modifications to any content that may not comply with regulatory standards or the company’s brand guidelines.

6.4 Prohibited Practices

The Affiliate agrees to avoid any misleading or deceptive practices in their promotional activities, including but not limited to:

Making false claims or unsubstantiated performance guarantees.
Engaging in any activity that could be construed as providing financial advice or investment recommendations unless properly licensed to do so.
Using aggressive sales tactics or high-pressure marketing strategies.

6.5 Monitoring and Enforcement

Arrow Algo will from time to time monitor the Affiliate’s promotional activities to ensure compliance with the terms of this Agreement.
In the event of any breach of compliance requirements, Arrow Algo reserves the right to take corrective actions, which may include termination of the Affiliate agreement and forfeiture of any unpaid commissions.

7. Intellectual Property

7.1 Use of Arrow Algo’s Intellectual Property

The Affiliate is granted a non-exclusive, non-transferable, revocable license to use Arrow Algo’s trademarks, logos, copyrighted materials, and other intellectual property (collectively, the “Intellectual Property”) solely for the purpose of promoting Arrow Algo’s products and services in accordance with this Agreement. This license is subject to the following conditions:

Brand Guidelines: The Affiliate must use the Intellectual Property in accordance with Arrow Algo’s brand guidelines, which will be provided to the Affiliate. Any deviations from these guidelines require prior written approval from Arrow Algo.
Purpose: The Intellectual Property may only be used for activities directly related to the promotion of Arrow Algo’s products and services as outlined in this Agreement.
Quality Control: Arrow Algo reserves the right to review and approve all uses of its Intellectual Property to ensure consistency with its branding and quality standards.

7.2 Rights and Restrictions

Ownership: All rights, title, and interest in and to the Intellectual Property remain the exclusive property of Arrow Algo. The Affiliate acknowledges that they do not acquire any ownership rights in the Intellectual Property through this Agreement.
Restrictions: The Affiliate agrees not to:
- Use the Intellectual Property in any manner that could dilute, tarnish, or harm its reputation.
- Alter, modify, or create derivative works of the Intellectual Property without the prior written consent of Arrow Algo.
- Use the Intellectual Property in any way that suggests or implies a false endorsement or partnership with Arrow Algo beyond the scope of this Agreement.
- Register or attempt to register any trademarks, domain names, or other identifiers that are confusingly similar to the Intellectual Property.
Termination of Use: Upon termination of this Agreement, the Affiliate must immediately cease all use of the Intellectual Property and return or destroy any materials containing the Intellectual Property as directed by Arrow Algo.
Infringement: The Affiliate must promptly notify Arrow Algo of any unauthorized use of the Intellectual Property that comes to their attention. Arrow Algo reserves the right to take any actions it deems necessary to protect its Intellectual Property rights.

8. Confidentiality

8.1 Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” includes any and all information, whether written, electronic, or oral, that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business strategies, financial data, technical information, customer lists, marketing plans, and any other proprietary information.

8.2 Obligations of Confidentiality

The Receiving Party agrees to:

Non-Disclosure: Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under this Agreement.
Use Limitation: Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
Protection: Take all reasonable measures to protect the confidentiality of the Confidential Information, which measures shall be at least as stringent as those the Receiving Party uses to protect its own confidential information.
Access Restriction: Restrict access to the Confidential Information to its employees, agents, or subcontractors who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.

8.3 Exceptions

The obligations of confidentiality under this Agreement shall not apply to any information that:

Public Domain: Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
Already Known: Was known to the Receiving Party prior to disclosure by the Disclosing Party without any obligation of confidentiality.
Independently Developed: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Legally Required: Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement and cooperates with the Disclosing Party, at the Disclosing Party’s expense, in seeking any appropriate protective order or other remedy.

9. Term and Termination

9.1 Duration of the Agreement

This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either party in accordance with the provisions of this Agreement (the “Term”).

9.2 Grounds for Termination

Either party may terminate this Agreement under the following conditions:

For Convenience: Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party.
For Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.
Legal Compliance: Arrow Algo may terminate this Agreement immediately if it determines, in its sole discretion, that the Affiliate’s promotional activities are not in compliance with applicable laws or regulations.
Insolvency: Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to any bankruptcy or insolvency proceeding.

9.3 Effect of Termination

Upon termination of this Agreement for any reason:

Cessation of Activities: The Affiliate shall immediately cease all promotional activities related to Arrow Algo’s products and services.
Return of Materials: The Affiliate shall return to Arrow Algo all materials containing Confidential Information or Intellectual Property, or at Arrow Algo’s request, destroy such materials and provide certification of their destruction.
Outstanding Payments: Arrow Algo shall pay the Affiliate any outstanding commissions earned up to the date of termination, provided such commissions are in accordance with the terms of this Agreement.
Survival: The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, and intellectual property provisions, shall survive and remain in effect.

10. Representations and Warranties

10.1 Mutual Representations and Warranties

Each party represents and warrants to the other that:

Authority: It has the full right, power, and authority to enter into and perform its obligations under this Agreement.
Compliance: Its execution and performance of this Agreement will not violate any applicable laws or regulations, or result in a breach of any other agreement to which it is a party.
No Litigation: There are no pending or threatened claims or legal proceedings that would adversely affect its ability to perform its obligations under this Agreement.

10.2 Affiliate Representations and Warranties

The Affiliate represents and warrants to Arrow Algo that:

Experience and Capability: The Affiliate possesses the necessary skills, experience, and resources to effectively promote Arrow Algo’s products and services.
Compliance with Laws: The Affiliate will comply with all applicable laws, regulations, and guidelines in the jurisdictions where they operate, including but not limited to financial regulations and advertising standards.
Content Authenticity: All promotional content created by the Affiliate will be original, truthful, and not misleading, and will not infringe upon the intellectual property rights of any third party.
Disclosure: The Affiliate will include clear and conspicuous disclosures in all promotional content to inform their audience of their affiliate relationship with Arrow Algo.

10.3 Arrow Algo Representations and Warranties

Arrow Algo represents and warrants to the Affiliate that:

Product Accuracy: The descriptions and specifications of Arrow Algo’s products and services provided to the Affiliate are accurate and not misleading.
Compliance with Laws: Arrow Algo’s products and services comply with all applicable laws and regulations.
Support and Materials: Arrow Algo will provide the Affiliate with accurate and up-to-date promotional materials and support necessary to fulfill their promotional activities under this Agreement.
Payment of Commissions: Arrow Algo will accurately track sales generated through the Affiliate’s efforts and pay commissions in accordance with the terms set forth in this Agreement.

11. Indemnification

11.1 Indemnity by Affiliate

The Affiliate agrees to indemnify, defend, and hold harmless Arrow Algo, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:

Breach of Agreement: Any breach by the Affiliate of any representation, warranty, or obligation under this Agreement.
Unlawful Activities: Any unlawful or negligent acts or omissions by the Affiliate in connection with their promotional activities.
Content Infringement: Any claim that the Affiliate’s promotional content infringes upon the intellectual property rights of any third party.
Violation of Laws: Any violation by the Affiliate of applicable laws, regulations, or guidelines in the course of performing their obligations under this Agreement.

11.2 Indemnity by Arrow Algo

Arrow Algo agrees to indemnify, defend, and hold harmless the Affiliate, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:

Breach of Agreement: Any breach by Arrow Algo of any representation, warranty, or obligation under this Agreement.
Product Liability: Any claim related to the performance, defects, or failure of Arrow Algo’s products and services.
Violation of Laws: Any violation by Arrow Algo of applicable laws, regulations, or guidelines in the course of performing its obligations under this Agreement.
Intellectual Property Infringement: Any claim that the use of Arrow Algo’s provided promotional materials infringes upon the intellectual property rights of any third party.

12. Limitation of Liability

12.1 Limitation on Types of Damages

In no event shall either party be liable to the other party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of use, loss of data, or loss of goodwill, arising out of or in connection with this Agreement, regardless of whether such damages were foreseeable or whether a party has been advised of the possibility of such damages.

12.2 Cap on Liability

The total liability of each party to the other for any claims arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of commissions paid or payable to the Affiliate under this Agreement in the twelve (12) months preceding the event giving rise to the claim. This limitation of liability applies to the fullest extent permitted by applicable law and regardless of whether any limited remedy provided in this Agreement fails of its essential purpose.

13. Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Sultanate of Oman, without regard to its conflict of law principles. Each party agrees to submit to the exclusive jurisdiction of the courts located in the Sultanate of Oman for the resolution of any disputes arising out of or relating to this Agreement.

13.2 Mediation and Arbitration Procedures

Mediation: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through informal negotiations. If the dispute is not resolved within thirty (30) days of such negotiations, the parties agree to submit the dispute to mediation. The mediation will be conducted by a neutral third-party mediator mutually agreed upon by the parties. The mediation will take place in the Sultanate of Oman, and the costs will be shared equally by both parties.
Arbitration: If the parties are unable to resolve the dispute through mediation, the dispute shall be resolved by binding arbitration. The arbitration will be conducted in accordance with the rules of [Insert Arbitration Institution], and will take place in the Sultanate of Oman. The arbitrator’s decision will be final and binding on both parties, and may be entered as a judgment in any court of competent jurisdiction. The costs of arbitration will be shared equally by both parties, unless the arbitrator determines that it is appropriate to award costs to one party.

13.3 Jurisdiction

Each party irrevocably agrees that the courts of the Sultanate of Oman shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Each party waives any objection to proceedings in such courts on the grounds of venue or that the proceedings have been brought in an inconvenient forum.

14. Miscellaneous Provisions

14.1 Entire Agreement

This Agreement constitutes the entire agreement between Arrow Algo and the Affiliate regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No party shall be bound by any conditions, definitions, warranties, or representations with respect to the subject matter of this Agreement other than as expressly provided herein.

14.2 Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties. No amendment or modification shall be effective unless it is in writing and signed by both parties.

14.3 Assignment

The Affiliate may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Arrow Algo. Arrow Algo may assign or transfer its rights and obligations under this Agreement without the consent of the Affiliate, provided that such assignment or transfer does not materially affect the Affiliate’s rights under this Agreement.

14.4 Notices

Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email, or mailed by certified or registered mail, return receipt requested, to the respective addresses of the parties as set forth in this Agreement or to such other address as a party may designate by notice to the other party.

14.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision.

14.6 Waiver

No waiver of any term or condition of this Agreement shall be valid or binding unless in writing and signed by the party making the waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

By including these miscellaneous provisions, Arrow Algo and the Affiliate ensure that the Agreement is comprehensive, adaptable, and legally sound, covering various aspects that support the overall structure and enforceability of the partnership.

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