FXOptimax Referring Agent Agreement

  1. Purpose of the Agreement.

    The Agreement sets forth the terms and conditions of the relationship between Referring Agent (hereinafter "RA") who will solicit customers to trade spot foreign exchange (hereinafter “Forex”).

  2. RA Authority

    Customers of RA will be introduced to FXOPTIMAX LTD, and their accounts carried by FXOPTIMAX LTD, on a fully disclosed basis. FXOPTIMAX LTD will facilitate all Forex trading with customers introduced by RA.
    RA is authorized to give instructions to FXOPTIMAX LTD solely regarding disbursement of funds related to the compensation paid to RA.

  3. Compliance.

    RA acknowledges that its principals have read and understand the FXOPTIMAX LTD Account Opening Documents, which may be modified from time to time, and agrees to conduct its business in accordance with the policies and procedures contained therein.

    3.1 All “Promotional Material” used by the RA must be reviewed and approved by FXOPTIMAX LTD Compliance Department prior to publication and distribution to prospective or existing customers.
    3.2 Promotional Material is defined as any written communication with the public that relates in any way to the solicitation of (1) a prospective customer or (2) a transaction in an existing customer account.
    3.3 Promotional Material includes all written material generated by FXOPTIMAX LTD or a FXOPTIMAX LTD RA. Promotional material also includes published written texts, compliance and procedures memoranda and manuals, training materials, advertisements, research reports, correspondence to customers or prospective customers, as well as market analyses, newsletters and generally anything written that assists in the solicitation process.
    3.4 Furthermore, the RA acknowledges that if said broker solicits business, it is responsible for complying with all laws of which country from which the RA intends to operate, pertaining to the management of the RA. RA also acknowledges responsibility for compliance with, among other things, registration statutes enforced on FXOPTIMAX LTD and the RA whether by the regulators of FXOPTIMAX LTD or the government regulating the RA if applicable, tax and labor laws, safety in the work place regulations and anti-discrimination laws, and all other laws of the country it intends to operate, applicable to the business contemplated by this Agreement.
    3.5 RA may not accept deposits from its customers but must instruct its customers to directly transmit funds to FXOPTIMAX LTD.
    3.6 RA may not carry the spot Forex accounts of its customers on its own books and records but must introduce each customer to FXOPTIMAX LTD who will carry each customer account on a fully disclosed basis.
  4. Discretionary Authority.

    RA agrees that it will not accept discretionary authority from a customer, nor will it permit any of its employees or consultants to exercise discretionary authority over customers’ accounts. Further, RA agrees that every action taken on behalf of customers’ accounts will be expressly authorized by customers or done pursuant to a third party power of attorney and that authorizations to place orders may be tape recorded or recorded via an alternative electronic record keeping method prior to transmission to the FXOPTIMAX LTD trading department.

  5. RA Commissions (if applicable).

    Rebates: FXOPTIMAX LTD will pay an RA rebate which will be negotiated before signature of the agreement. Rebates will be deposited on the 15th of each month (and profit-share/incentive fees on the 10th of each month) into FXOptimax RA Account. In order to withdraw the rebate, RA must complete a standard FXOPTIMAX LTD Withdrawal Request Procedure.

  6. Expenses

    RA shall be fully responsible for paying all legal fees to obtain a legal guidance/opinion letter from Counsel in connection with commencing operations of RA’s business in the state or country of the RA’s origin.

  7. Other RA Fees.

    RA agrees that, aside from the authorized commission referred to in this Agreement, there will be no other fees or charges assessed by RA to its customers on transactions with FXOPTIMAX LTD.

  8. Other RA Activities and Independent Contractor Status.

    The relationship created under this Agreement shall be strictly limited to its terms. RA is not the legal agent or representative of FXOPTIMAX LTD for any purpose whatsoever. RA is not granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of FXOPTIMAX LTD or to bind FXOPTIMAX LTD in any manner, unless expressly authorized to do so in writing. RA is an independent contractor with sole control over the means by which RA performs its obligations under this Agreement. RA is not an employee of FXOPTIMAX LTD and, therefore, has none of the rights or obligations attendant thereto. Nothing in this Agreement shall be construed to constitute a partnership or joint venture between RA and FXOPTIMAX LTD.

  9. License to Use Proprietary or Other FXOPTIMAX LTD Property.

    Subject to the terms and conditions of this Agreement including compliance with the provisions in sections 4.1, 4.2 and 4.3, FXOPTIMAX LTD subject to prior approval, may grant to RA, a license to use, property, including, but not limited to, records, forms, trade literature, newsletters, market reports, articles, computer software and any reproduced copies or negatives thereof, and any information reflected or contained therein, provided and furnished by FXOPTIMAX LTD or otherwise obtained by RA during its relationship with FXOPTIMAX LTD (“Proprietary Property”) . Any expenses or costs of creating or distributing authorized property shall be the responsibility of the RA. Proprietary Property of the RA shall remain the sole property of the RA. Proprietary property of FXOPTIMAX LTD and shall remain the sole property of FXOPTIMAX LTD. It is expressly understood that RA’s license to the use or possession of Proprietary Property is to fulfill its obligations to FXOPTIMAX LTD under this Agreement and that RA has no other right or proprietary interest in the Proprietary Property other than the license provided in this paragraph.

  10. Confidentiality

    Except as otherwise provided in this Agreement, or as FXOPTIMAX LTD may otherwise consent to in writing, RA will keep confidential and not disclose, or make any use of, except for the benefit of FXOPTIMAX LTD, at any time, either during or subsequent to RA’s relationship with FXOPTIMAX LTD, any trade secrets, formulae, methods, techniques, confidential information, computations, knowledge, data or other information of FXOPTIMAX LTD relating to products, processes, know-how, marketing, merchandising, selling ideas, selling concepts or other confidential information, forecasts, marketing plans, strategies, pricing strategies, computer programs, copyrightable materials, finances or other subject matter pertaining to any of FXOPTIMAX LTD’ business, or any of its clients, customers, consultants, suppliers or affiliates, which RA may produce, use, view or otherwise acquire during its relationship with FXOPTIMAX LTD (“Proprietary Information”):

    11.1 RA acknowledges that all software provided hereunder is mostly for the convenience of RA to enhance the efficiency of transacting business with FXOPTIMAX LTD. In the event of any software or hardware failure, all such business may be transacted manually by telephone.
    11.2 RA acknowledges and agrees that any Proprietary Information is given to RA in confidence, solely to permit RA to fulfill its obligations to FXOPTIMAX LTD under this Agreement, and that such information derives actual or potential economic value by virtue of its confidentiality and nondisclosure to the public or other persons who could obtain economic value from their disclosure or use. RA shall not, under any circumstances, deliver, reproduce or allow any Proprietary Information, or any documentation relating thereto, to be delivered to, or used by, any person or entity whatsoever without specific written consent of a duly authorized representative of FXOPTIMAX LTD.
  11. Return of Proprietary Property and Proprietary Information.

    In the event of the termination of this Agreement for any reason, RA will promptly surrender, and deliver to FXOPTIMAX LTD, Proprietary Property, including but not limited to, all materials, equipment, documents and data pertaining to its relationship with, or to any Proprietary Information of, FXOPTIMAX LTD, including all copies thereof. Upon termination of this Agreement, for whatever reason, any information required to be kept by any financial regulations pertaining to the spot Forex business may be retained by RA.

  12. General Indemnification by RA and Right of Setoff.

    Subject to the terms of this Agreement, RA agrees to forever indemnify and hold FXOPTIMAX LTD and its principals, shareholders, officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, costs (including those stemming from regulators) involving RA’s activities or its customer accounts solicited by RA including account deficits, loss or losses and expenses (including attorneys’ fees) that FXOPTIMAX LTD may sustain or become liable or answerable for or shall pay, as a result of any alleged act, practice, conduct or omission of RA or its principals, shareholders, directors, officers, employees, agents or representatives with respect to customers introduced to FXOPTIMAX LTD or solicited hereunder. With respect to any amount due to FXOPTIMAX LTD in connection with customers introduced by RA or as a result of the indemnification contained in this Section 13, FXOPTIMAX LTD shall have the right to set off and withhold from RA any payments otherwise payable to RA pending resolution of such outstanding balance.

  13. General Indemnification by FXOPTIMAX LTD.

    Subject to the terms of this Agreement, FXOPTIMAX LTD agrees to forever indemnify and hold RA harmless from and against any and all claims, damages, costs (including those stemming from regulators) involving FXOPTIMAX LTD’s activities relating exclusively to the performance by FXOPTIMAX LTD of its obligations under this Agreement, including loss or losses and expenses (including attorneys’ fees) that RA may sustain or become liable or answerable for or shall pay as a result of any alleged act, practice, conduct or omission of FXOPTIMAX LTD or any of its principals, officers, shareholders, directors, employees, agents or representatives.

  14. Account Deficits.

    RA undertakes to extend all possible assistance to FXOPTIMAX LTD in its efforts to collect any uncollected and unsecured deficits that occur in any customer account as a result of RA’s customer’s failure to pay, dishonoring or stopping payment on a negotiable instrument or the stopping of any funds in transit to FXOPTIMAX LTD by any means whatsoever. This would include all customer deficit balances resulting from, but not limited to, instances whereby an adverse price movement makes the full or partial liquidation of open position(s) not possible, instances whereby the markets are closed and the next available price creates a liquidation situation that results in a customer deficit balance, and/or deficit balances as a result of an error in the customer account balance or margin calculations. As long as such resulting deficits remain unpaid, RA will exert all possible efforts in conjunction with FXOPTIMAX LTD to make possible collection of said customer account deficits.

  15. Right to Reject Customers.

    FXOPTIMAX LTD reserves the right to reject any potential customer who does not meet its internal credit or suitability standards and RA hereby agrees that all new account applications must be approved by FXOPTIMAX LTD in writing.

  16. Customer Information.

    RA hereby agrees that its employees, representatives and agents will use their best efforts in making an adequate inquiry so as to be thoroughly familiar with RA’s customer’s financial status and trading objectives and all other information contained on the customer’s application. RA hereby agrees to bring to the attention of FXOPTIMAX LTD anything that might adversely impact on the credit worthiness of any customer. RA also agrees to update or revise any information contained on the customer’s application as may be necessary from time to time and to comply with all Saint Vincent and the Grenadines anti-money laundering statutes, rules, regulations and interpretations as may be enacted from time to time.

  17. Record Keeping Compliance.

    RA shall maintain all records, required by FXOPTIMAX LTD’ compliance policies, which records shall be available for inspection by FXOPTIMAX LTD.

  18. Errors.

    Daily account and equity runs may be provided via computer or facsimile directly to RA and their customers by FXOPTIMAX LTD. Any errors or discrepancies in a trade or customer account must immediately be called to the attention of FXOPTIMAX LTD for correction and in all events before the next FXOPTIMAX LTD trading session has opened the following day. Failure to do so will result in a charge back to RA for any loss incurred by said delay.

  19. Guarantees or Promises against Loss are prohibited.

    RA agrees that it will not in any way represent to any customer that RA or FXOPTIMAX LTD will guarantee such customer against loss, limit the loss of such customer or not call for or attempt to collect required initial margin and maintenance margin as established by FXOPTIMAX LTD.

  20. No Liability for Consequential Damages.

    To the maximum extent permitted by applicable law, in no event shall FXOPTIMAX LTD or their affiliates, parent companies, employees, agents, attorneys, officers, managers, directors or suppliers, be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use any software provided by FXOPTIMAX LTD to RA for its use in transacting business with FXOPTIMAX LTD, even if FXOPTIMAX LTD has been advised of the possibility of such damages.

  21. Electronic Recordation.

    FXOPTIMAX LTD may electronically record all customer spot Forex orders, and authorizations to remit or transmit customer funds, by RA and any other communications with RA.

  22. Entire Agreement.

    This Agreement along with exhibit #1 constitutes the entire and whole agreement among its parties and is intended as a complete and exclusive statement of the terms of their agreement. This Agreement may be amended only upon execution of a subsequent agreement in writing. This Agreement shall supersede any oral representations between the parties.

  23. Waiver.

    Failure to exercise or delay in exercising any right, power or remedy hereunder by FXOPTIMAX LTD shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy of FXOPTIMAX LTD hereunder preclude any other or future exercise thereof or the exercise of any other right, power or remedy.

  24. Governing Law.

    This Agreement is entered into in accordance with and shall be governed by Saint Vincent and the Grenadines law, its conflicts of laws notwithstanding.

  25. Saint Vincent and the Grenadines Contract.

    The formation of this Agreement constitutes the making of a contract within the country of Saint Vincent and the Grenadines, and the making of this contract will cause numerous events to occur in Kingstown. FXOPTIMAX LTD and RA agree that Kingstown is a mutually and reasonably convenient place for any hearing concerning disputes relating to this Agreement.

  26. Severability.

    Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to law. Whenever there is any conflict between any provision of this Agreement and any present or future applicable statute, law, ordinance or regulation governing the transactions hereunder, the latter shall prevail, but in such event the provision of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. In the event that any part, paragraph, sentence or clause of the Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account thereof, and the balance of the Agreement shall continue in full force and effect.

  27. Notices.

    All communications between the parties to this agreement shall be sent to the respective address’ printed at the end of this Agreement or such other address subsequently provided by either party in writing. All communications given by FXOPTIMAX LTD to RA by courier shall be effective 96 hours after date of shipment, or upon receipt, whichever is earlier; if hand delivered, when delivered to RA’s address; if telephonic, at the time of such telephone conversation; or if by facsimile transmission, upon receipt thereof.

  28. Customers.

    All customers of RA as of the date of this Agreement, and introduced to FXOPTIMAX LTD during the course of this Agreement, remain clients of RA upon termination or cessation of this Agreement. However, no party to this agreement shall interfere with the customer’s right to maintain his or her account with, or transfer his or her account to or from, FXOPTIMAX LTD.

  29. Referring Rule

    - Any customer who have same last name, address, phone number, email, and/or identity with RA will be excluded from RA's list of customer and therefore RA will not receive any commission/rebate from excluded customer.
    - FXOptimax have the right to exclude fraudulent and/or abusive customer from RA's list of customer and uncredit rebates of that particular customer from the RA account.

  30. Termination.

    This Agreement may be terminated by RA upon thirty-day written notice to FXOPTIMAX LTD. During the thirty-day period, RA shall use its best efforts to assign all customers with open Forex positions to another registered brokerage firm authorized to accept orders from, and carry accounts for, customers who trade spot Forex. All commissions due RA as of the cessation of business shall be paid immediately upon clearance and settlement of all pending customer transactions. This Agreement may be terminated by FXOPTIMAX LTD by written notice (setting forth the reasons for said termination) effective upon receipt by RA under the following conditions:

    - RA, or its principals, directors, officers and managers are convicted of a crime or serious violation of law that bears on their moral turpitude, honesty and integrity or enter a plea of nolo contendere
    - FXOPTIMAX LTD determines, in its sole discretion, that RA has committed acts that are inconsistent with
    (a) the provisions of the FXOPTIMAX LTD Compliance Manual available,
    (b) the material provisions of this Agreement or
    (c) fair, just and equitable principles of trade.
    - FXOPTIMAX LTD determines, in its sole discretion, that RA has no interest on working, promoting, or supporting FXOPTIMAX LTD anymore

    Upon receipt of said written notice, RA may not solicit additional business from its customers to initiate new spot Forex positions but will be allowed only to liquidate existing open positions on behalf of its customers.

    In the event of receipt of written notice of termination pursuant to the terms of this Agreement, RA shall be given a reasonable time to present a response to the notice. If an adequate response to the termination notice is not delivered to FXOPTIMAX LTD within ten days of receipt, FXOPTIMAX LTD will commence liquidation of customer open spot Forex positions or the reassignment and transfer of all customers of RA to other service agents authorized by FXOPTIMAX LTD to represent in connection with the solicitation and acceptance of spot Forex transactions with FXOPTIMAX LTD.

  31. Alienation.

    The rights granted hereunder to RA are not assignable, and shall not be assigned, to any other party.

  32. ARBITRATION.

    All controversies, causes of action, and equitable claims arising out of or relating to this agreement, or the business dealings between the parties, shall be resolved by binding arbitration in Saint Vincent and the Grenadines in accordance with its rules for resolving commercial disputes. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the parties. The parties authorize the arbitrator(s) to grant equitable relief, as well as monetary damages. The prevailing party, as determined by the arbitrator(s), shall be entitled to recover from the other party all costs and expenses (including reasonable attorneys’ fees) incurred in connection with the arbitration. All awards rendered in the arbitration shall be final, binding and non-appealable.

  33. Force Majeure

    (FXOPTIMAX LTD) and its technology partners and technology providers shall not be liable to the RA and/or customer for any loss, cost, damage or expense sustained or incurred by the Customer, directly or indirectly, by reason of any cause beyond (FXOPTIMAX LTD)’s control, including but not limited to, natural disasters, acts of God, civil unrest, war, insurrection, international intervention, governmental action (including, without limitation, exchange controls, forfeitures, nationalizations, devaluations), market conditions, inability to communicate with any relevant person or entity or any breakdown or failure of any transmission or communication system or computer facility, whether belonging to (FXOPTIMAX LTD.) or its technology partners and technology providers, Customer and/or RA or any market or any settlement or clearing system.

  34. Additionall RA Term and Condition

    (a) RA will get rebate from trades which are closed more than 2 pips or less than -2 pips.
    (b) Rebate from trades that opened using Pipsbook is 25% of normal rebate amount. Pipsbook leader shall get 0.3 pips.
    (c) Maximum rebate from Zulutrade or Mirror Trader account are 0.5 pips
    (d) Maximum Rebate from pro account are 15%.
    (e) RA do not get rebate from trades which are made from PAMM account.


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Suite 305, Griffith Corporate Centre, Kingstown, Saint Vincent and the Grenadines, West Indies.
20130802