Public Offer Agreement
FXCASH OÜ, registered at Punane tn 56, Lasnamäe linnaosa, Tallinn, 13619, Harju maakond, Estonia (the "Company"), acting with full corporate authority and with full legal responsibility, and the individual or entity that has successfully completed the sign up form (the "Client"), jointly referred to as Parties, hereto have signed this Agreement (the "Agreement").
The Agreement shall determine the terms under which the Company will provide the Client with information and intermediary services (hereinafter "Services") related to financial and stock trading.
1. Terms and definitions
The following terms and definitions shall apply to this Agreement:
Service: The total of all services the Company shall provide the Client with through the software implemented on https://fxcash.net/, and other Company's web resources.
Service Website: The website located on https://fxcash.net/.
System: The software solution published on the web pages that belong to the Company and developed and used by the Company to deliver services.
Account: The result of the user sign up process, in the course of which the registered user is provided with a username and is assigned rights in the System, while their details are duly recorded.
Password(s): Any code created by the Client in the System or supplied by the Company in order to access the Account, initiate and manage any services offered by the Company, and/or initiate, authenticate, action, confirm, or receive any payment transaction.
Personal Data: Any information related to an individual whose identity is verified or can be verified, directly or indirectly, through personal code or one or more physical, physiological, psychological, economic, cultural, or social parameters.
Payment and Withdrawal Policy: The policy setting forth the terms and conditions of the Company making payments to the Client Account and governing the withdrawal process of any such payments.
Client Identification: The Client identity verification process as per the terms and policies within the System.
Broker, Brokerage Firm: a legal entity the Client has opened a trading account with using the Partner ID on the Service Website.
Client Reward: The funds the Client gets for trading through the Broker, as per the Payment and Withdrawal Policy.
Client Payment: The processes of sending funds to the client through one of the payment methods available at the Service Website selected by the Client and according to the payment details provided by the Client, as per the Payment and Withdrawal Policy.
Spam: Commercial and other messaging (via email or other sources) directed to persons who have not agreed on getting those messages.
Affiliate Program: A form of business co-operation between the Service and the Client, with intent to engage more Clients into the Service.
Affiliate: A Client who promotes the Service to refer new Clients within the Affiliate Program.
Affiliate Link: A unique web link a new Client invited by an Affiliate uses to sign up for the Service.
Referral: A Client referred by an Affiliate through an Affiliate Link, who has successfully signed up with the Service.
Auto Referral: The act of signing up for a Referral Account by an Affiliate through their own Affiliate Link.
Mutual Referral: The act of a Client signing up a Referral account, providing their real or fake name, with a Client who is this Client's Referral or Referral's Referral (i.e. through a "chain" of Clients, where each Client is a Referral and an Affiliate at the same time, and this chain starts and ends with the same Client).
Referral Group: All Referrals of a particular Affiliate.
Affiliate Earnings: Earnings received by an Affiliate, in compliance with the Payment Terms, for referring new Clients to the Company.
2.1. The Subject of this Agreement is determining the terms and conditions of the Company providing the Client with Services.
2.2. While providing the Client with the Services, the Company offers two possible methods of co-operation:
2.2.1. The Client runs their trading activities with a selected Broker and receives Client Earnings.
2.2.2. The Client refers new Clients for the Company and receives Affiliate Earnings.
The Client may choose either method of co-operation, or both, at their own convenience.
3. General terms and conditions
3.1. The Client shall be provided with the services by means of the Service.
3.2. The Company reserves the right to involve third-parties in the process of meeting the obligations stipulated by this Agreement, as well as use third-party services for providing the Client with the Services within this Agreement.
3.3. Any information provided within the Service Website, including, but not limited to, software, graphical objects and data components, is the property of the Company and may not be distributed or copied at all times.
3.4. Auto Referrals are strictly prohibited.
3.5. Mutual Referrals are strictly prohibited.
3.6. The Company shall not be held liable for any breaches committed by the Client while trading on the account opened with a Brokerage Firm.
3.7. The Company shall not be held liable for the outcome of the Client trading activity on the account opened with a Brokerage Firm.
4. Payment and withdrawal terms
4.1.1. Both Client Reward and Affiliate Earnings are credited to the Client Account and shown under the Client Account Balance.
4.1.2. Both Client Rewards and Affiliate Earnings are credited in US dollars.
4.1.3. The Client shall be credited funds on their Account once all the obligatory conditions have been met, including, but not limited to, the following:
The Client trading account is opened with a Broker, which is included into the Service partner list
The Client trading account has achieved the Approved status within the Client Service Account
4.1.4. The ratio of the volume of the trades closed by the Client with a Broker to the Client Earnings amount shall vary according to the conditions set by the Brokerage Firm the Client has an account with, as well as to the market the Client has selected to trade in (stock market or commodity market), and to a particular financial instrument (EUR/USD, gold, etc).
4.1.5. In each individual case, the Client Earnings shall be determined by the details the Broker provides the Company with.
4.1.6. The time to credit Client Earnings to the Client Account shall depend on the conditions set by the Broker selected by the Client, and shall vary from a few seconds (after the trade has been closed) up to one (1) month. In most cases, the Client Earnings are credited to the Client Account within 24 hours.
4.1.7. The amount of the Affiliate Earnings shall equal 10% of the amount of funds credited to the Referral Account as Client Reward. Other funds credited to the Referral Account shall not be considered while calculating Partner Earnings.
4.1.8. The Affiliate Earnings shall be credited to the Affiliate Account immediately, as soon as the Referral Account is credited with the Client Reward.
4.2.1. The Company shall send payments to the Client within the limits of the Client Account balance.
4.2.2. The Company shall withdraw funds to the Client within five (5) business days, according to the payment method selected by the Client.
5. Rights and obligations of the parties
5.1. The Parties shall follow all requirements, terms and regulations set by the applicable law of Estonia and the international law. The Parties shall not take any actions which could be deemed fraud, both towards each other and towards Brokers and other Clients.
5.2. The Company shall:
5.2.1. Provide the Services stipulated by the Agreement at no extra cost.
5.2.2. Credit the funds to the Client account in compliance with the Payment and Withdrawal Terms specified in Clause 4. of the Agreement.
5.2.3. Send Payments to the Client in compliance with the Payment Terms.
5.2.4. Provide the Client with comprehensive information and consulting services via the online technical support platform, Skype and/or email regarding the questions and/or issues the Client may have while using the Service, at business hours (from 6:30 am to 2:30 pm UTC everyday except weekends and the bank holidays in the Republic of Estonia.
5.2.5. Avoid sharing Client personal information with the third parties, except where sharing such information with the third parties is an inevitable requirement for providing the Services.
5.3. The Company reserves the right to:
5.3.1. Take all necessary actions to ensure all Client interests are met, should there be any dispute between the Client and the Brokerage Firm, except for the cases when the Client fails to meet any of the conditions stipulated by the Agreement.
5.3.2. Request personal details confirmation from the Client through the Verification process.
5.3.3. Refuse to provide the Services to the Client and suspend the Client Account in case the Client breaches any terms stipulated by the Agreement.
5.3.4. Refuse to credit funds on the Client Account and/or withdraw all or part of the funds from the Client Account in the following cases:
- The Client has breached any agreements, terms and conditions or policies accepted from a Broker (as confirmed by the Broker)
- The Broker has opted to cancel any payments to the Company for this particular Client
5.3.5. Delay the payments to the Client:
- Within ninety (90) calendar days in case any suspicious activity has been detected which induces to believe that the Client has breached any agreements, terms and conditions or policies accepted from a Broker
- Within ninety (90) calendar days in case the Client has opened two or more accounts on the Service Website
- Until the Client Identification process has been finished successfully
5.3.6. Refuse to pay Partner Earnings in case the Client has breached any terms and conditions of this Agreement.
5.3.7. Exclude the Client Account from the Affiliate Program in case the Company has any suspicions that the Client has breached any terms and conditions of this Agreement, at the sole discretion of the Company, with an unconditional and out-of-court notification (email notifications are allowed). As soon as such notification has been sent by the Company, the Affiliate shall be deemed excluded from the Affiliate Program, and all their Referral links shall be deleted from their Referral Group.
5.3.8. Exclude the Referral Account from the Affiliate Group of the Client and, as such, stop crediting any Affiliate Earnings to the Affiliate Account for this particular Referral, in case the Client has breached any terms and conditions of this Agreement or the Company has any suspicions that the Client has done so.
5.3.9. Change any terms of the Agreement at its sole discretion, notifying the Client.
5.4. The Client shall:
5.4.1. Observe all the terms and meet all the conditions stipulated by the Agreement.
5.4.2. Observe all the rules stipulated by all the agreements, terms and conditions or pulicies accepted from a Brokerage Firm.
5.4.3. Ensure security and privacy of the sensitive information provided by the Company (links, usernames, passwords, etc.).
5.4.4. Upon request, provide the Company with the documents confirming the information supplied by the Client through the sign up procedure, within 7 (seven) calendar days.
5.4.5. Not take any actions within the Services provided which are to any extent directed to:
- Getting unauthorized access to the Service Website resources
- Disabling operation of the Service software and/or hardware
- Getting access to sensitive data of other Clients
- Publishing and/or distributing any content which is against the applicable law of the Republic of Estonia or the international law.
5.4.6. Not apply any methods to engage referrals which can be deemed fraud.
5.4.7. Avoid inflicting any damage or loss to the Company or the Service related to the participation in the Affiliate Program and/or this Agreement. In case any such damage or loss occur, the Client shall compensate them within 7 (seven) calendar days upon receiving the relevant request from the Company.
5.4.8. Take the full responsibility and indemnify the Company from any liability for maintaining the website or web resources of the Client, including breaching any applicable laws, copyright and related rights infringements, trademark rights infringements, and/or advertising and competition law breaches. The Client shall also indemnify the Company from any liabilities and complaints of the third party arising from the participation of the Affiliate in the Agreement.
5.4.9. Not engage any legal entities as Referrals which are in any way related to the Client.
5.4.10. Not allow the Clients referred by the Affiliate to sign up for an account on the Service through the Affiliate link using a device which is used by the Affiliate for logging in to their Account.
5.4.11. Provide the Company with all necessary information on the Client activities within the Affiliate Program and its results within 5 (five) business days upon receiving the relevant request from the Company.
5.4.12. Observe the following rules of placing Affiliate Links:
- The Client shall use the links only in the format suggested by the Service.
- The content of the Affiliate Links shall not delude the users and fail their expectations. The content shall explicitly tell the user about the Service activities. The Affiliate Links shall not be related in any form and to any extent to erotic/adult content or any other unethical content or content which has no relation with the Service activities. Stimulating users to click Affiliate Links with such calls to action as "Support our website" etc. is not allowed.
- When using search engine advertising, it is not allowed to use FxCash and/or any related words, such as fxcash, as a keyword.
In case the Client breaches the rules stipulated by this Clause, the Company reserves the right to exclude the Affiliate Account from the Affiliate Program, as per Clause 5.3.7, and apply the terms stipulated in Clauses 5.3.6 and 9.3.c at its sole discretion.
5.4.13. The Affiliate hereby certifies that all Clients referred by them are the Clients of the Company.
5.5. The Client has the right to:
5.5.1. Demand the Company to provide them with the appropriate Services.
5.5.2. Contact the Company representatives to request explanations regarding any issues when the Client deems it appropriate.
5.5.3. Demand the Company to revise the amounts of the Client Earnings or Affiliate Earnings in case the Client assumes these amounts are wrong.
5.5.4. Have two or more Accounts.
5.5.5. Run their own marketing and advertising campaigns to engage Referrals (new Clients) on their won and at their own expense.
5.5.6. Receive Client Reward on their Account in compliance with the Payment Terms specified in Clause 4 of the Agreement.
5.5.7. Receive Affiliate Earnings on their Account in compliance with the Payment Terms specified in Clause 4 of the Agreement.
5.5.8. Terminate the Agreement at their sole discretion in the following cases:
- The Company fails to fulfill the obligations stipulated in the Agreement or fulfills them in an inappropriate manner
- The Client does not agree with the changes and/or revisions of the Agreement made by the Company
6. Privacy and data protection
6.1. The Parties hereby agree to store the information that either Party becomes aware of regarding the other Party in the course of this Agreement, except if such information is publicly available, and not to disclose it to the third parties without the prior written consent of the appropriate Party or their authorized representative(s).
6.2. The Client hereby agrees that the Company may process their Personal Data in order to offer Services to the Client and perform other obligations as per this Agreement. The Parties hereby warrant that the Personal Data received in the course of this Agreement are safe and secure. Such Personal Data shall only be used to the extent they may be required for performing this Agreement. Such Personal Data may not be disclosed to any third party without the prior owner's consent, except as required by the applicable law and/or this Agreement.
6.3. The Personal Data retention period is detailed in the Data Protection Policy, which is an annex to this Agreement. Once such retention period has expired, the respective Party shall delete all Personal Data available to it.
6.4. The Client shall store all Passwords and other personalized data provided to them in the course of this Agreement without disclosing them to the third parties, and shall not allow third parties to use the services on the Client's behalf. In case of the Client's failure to meet this obligation, to prevent such disclosure or impersonation, or in case of taking such actions, whether deliberately or through negligence, the Client shall bear all liabilities and damages incurred thereof and shall compensate all damages and losses incurred as the result of such actions or omissions to act, by the third parties.
6.5. In case the Client loses the Password for their Account or any other Password, or in case such Passwords become available to third parties through no fault of the Company or the Client, as well as in case of a potential or real risk of the Client Account theft, the Client shall immediately, but no later than within 24 hours, notify the company through methods indicated in Cl. 8.
6.6. Upon receiving such a notification, as per Cl. 6.5 of this Agreement, the Company shall suspend the Client Account and stop offering services to the Client before the Client is given or creates a new Password.
6.7. The Client shall note that the contact information provided by the Client and linked to their Account, such as email or mobile phone number, shall be used by the Company as a means of communication and/or Client Identification; thus, the Client shall duly store these means and make sure they are always connected and up-to-date. The Client shall be fully responsible for the security of their email and other connections, as well as for the security of the respective Passwords. Passwords shall be treated as confidential information, and the Client shall be fully liable for disclosing such information and all actions taken after the Account Password or other Passwords have been entered. The Company hereby recommends remembering such Passwords and never write them down, nor enter them anywhere where they may become available to third parties.
6.8. Personal Data safety and privacy shall also be governed by the Data Protection Policy, which is an annex to this Agreement. The Client hereby confirms they have read and understood this document and agrees to be legally bound by it.
6.9. The Company reserves the right to disclose all the information collected about the Client to the law enforcement bodies and other government institutions, whenever required so by the applicable law, as well as to determine whether the Client is breaching the Agreement or the respective rules and regulations.
6.10. The Client shall grant the Company the right to take all required measures, whether directly or through third parties, in order to perform Client Identification and verify Client data.
6.11. The Company reserves the right to record telephone conversations with the Client. The Parties hereby agree that any such telephone conversation recordings, messages sent by regular mail, email, and any other means of electronic communication, may be used as evidence in the course of resolving the disputes between the Client and the Company. The Client hereby confirms they understand and agree that the Company may, without any particular notification or warning, record any telephone conversations with the Client and/or their authorized representative(s). The Company stores telephone conversation recordings and other messages and electronic messages received from the Client for reference and does not provide the Client with such information. The Client has the right to record and store phone conversations, as well as store other messages and electronic messages.
7. Force majeure
7.1. The Parties shall be released from their liabilities for failure to meet their obligations stipulated in the Agreement partially or completely, provided this failure resulted from the effect of the force majeure events that have occurred after the Agreement has been signed and that the Parties were unable to predict nor to prevent them from occurring by any reasonable measures.
7.2. The force majeure circumstances are those events which a Party cannot influence in any way and for which it cannot be held liable, including, but not limited to: bankruptcy of any broker from the list of the Service partners; war, rebellion, strike, earthquake, flood, fire, extreme weather conditions or other natural disasters; government enactments, orders or decrees issued by public organizations and/or officials, laws or other legal acts adopted by the relevant authorities after this Agreement has been accepted barring the Company to meet the liabilities determined within this Agreement, as well as actions taken by national or local authorities or their representatives preventing the Company from meeting the obligations stipulated by this Agreement; other force majeure circumstances, including without limitation urban electric network failures, internet gateways technical issues and other data network failures which are beyond the influence of the parties.
7.3. Upon force majeure events that prevent the Parties from meeting the obligations under this Agreement, the term of meeting such obligations shall be prolonged proportionally as to the period during which such events are in place and the period required to deal with the consequence of such events, but no longer than sixty (60) calendar days.
7.4. In case the force majeure event is still in effect for the period greater than that is specified in Clause 7.3 of the Agreement, or else when both Parties assume this event will continue in effect for a term greater than the aforementioned period once it has occurred, the Parties shall discuss alternative methods of fulfilling the obligations stipulated within the Agreement or terminating the latter without any indemnification.
8.1. The Parties shall agree at all times that any correspondence or notifications received to the email addresses specified within the Company and the Client details respectively, shall be deemed appropriately delivered to the addressee.
8.2. The Parties shall monitor their electronic mailboxes for new emails and/or notifications in a timely manner.
8.3. Any risks of adverse effects caused by the failure to meet the terms specified in Clause 8.2 of the Agreement shall be carried by the Party that has failed to meet these terms.
9. Period of effect of the agreement and its termination
9.1. This Agreement shall be deemed signed once the Client has created an account on the Service Website.
9.2. This Agreement shall be in effect for an unlimited period of time until it is terminated as set forth by this Agreement.
9.3. This Agreement may be terminated:
- As agreed by the Parties;
- At the Client's discretion;
- At the Company's discretion.
Last Version as of: November 26, 2018