Affiliate Partners Agreement.

October 2020

Affiliate Partners Agreement.

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INTRODUCTION

  • This Affiliate Program Agreement (hereinafter “Agreement”) is made between Buzz GE LLC Georgia and the Affiliate.
  • This Agreement governs the contractual relationship between the Affiliate and BuzzFx, by which the Affiliate can, subject to the present terms and conditions, be remunerated for introducing Qualified Traders to BuzzFx by promoting BuzzFx’s Products and Services (hereinafter “Services”).

COMMENCEMENT

  • This Agreement shall bind the Affiliate and BuzzFx on the day of approval of the Affiliate by BuzzFx and shall continue unless and/or until terminated according to Clause 6 below herein.

AFFILIATE’S PARTICIPATION CONDITIONS

  • In order for an Affiliate to be considered by BuzzFx for participation in the Affiliate Program, the Affiliate must complete and submit the online application/questionnaire within the private section of the Affiliate Panel at www.buzzfx.com and read and accept online the present Agreement.
  • The Affiliate as an individual hereto represents that he or she has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform his or her obligations under this Agreement without the approval or consent of any other party. If the Affiliate is a company then the person agreeing to this Agreement on behalf of that company hereby represents and warrants that he or she is authorized and lawfully able to bind that company to this Agreement and that the company has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement without the approval or consent of any other third party.
  • The Affiliate represents and warrants that it is qualified under any applicable regulatory requirements to offer BuzzFx Products and Services mentioned in this Agreement, that all actions to be performed by the Affiliate shall comply with the any applicable Laws and/or Regulations and/or Directives currently in effect in the Republic of Georgia and/or worldwide as amended from time to time and all laws, Regulations and Directives that shall come into force during the validity of this Agreement. The Affiliate hereby acknowledges that is solely responsible for being updated on all matters that are related to the applicable Regulations, Laws and Directives.
  • BuzzFx shall evaluate the Affiliate’s application in good faith and shall notify the Affiliate of BuzzFx’s acceptance or rejection in a timely manner. If the Affiliate’s application is rejected, for any reason, the Affiliate may reapply only once the Affiliate has rectified the issues which lead to such rejection.
  • Once the Affiliate registers, provides contact e-mail address and creates password, the Affiliate shall be granted access to the secure Affiliate Panel. From this Affiliate Panel the Affiliate shall be able to access information with regards to the Affiliate’s performance and commissions.
  • The Affiliate must provide shortly to BuzzFx sufficient proof of identity documentation and where applicable proof of address, as these may be requested from time to time. BuzzFx shall exercise due skill, care and diligence when entering into, managing or terminating any arrangement with an Affiliate and may provide the Affiliates with an appropriate and effective training in relation to the Services provided under this Agreement and the Affiliates shall be obliged to follow as per the Agreement.
  • The Affiliate must provide true and complete information to BuzzFx, as these may be requested from time to time, about the Affiliate and/or Affiliate’s activities, blog, website, social media profile and any other information directly and/or indirectly related to the terms of the present Agreement and notify BuzzFx promptly in case of any changes.
  • The Affiliate upon the commencement of this Agreement, must provide immediately to BuzzFx sufficient proof of ownership of Affiliate’s blog, website and/or social media profile and/or as these may be requested from time to time.
  • The Affiliate acknowledges that it is aware of the contents and understands the BuzzFx’ and/or BuzzFx’s Compliance and where applicable Anti Money Laundering Policies that could be found on BuzzFx’s website, which may be modified from time to time, and agrees to operate in accordance with the policies and procedures contained therein.
  • The Affiliate shall always maintain in force all necessary registrations, authorizations, consents and licenses to be enabled to fulfil its obligations under this Agreement and fully comply with all applicable laws and regulations (including but not limited to financial regulations, data protection, trademark, copyright and anti-spamming rules) applicable to the Affiliate or to the jurisdiction in which the Affiliate is resident or carry on business.
  • Whenever requested, the Affiliate shall supply details and evidence of its status and business and of the licensing and/or authorization requirements applicable to the Affiliate’s activities at BuzzFx’ and/or the Company’ request.
  • The Affiliate hereby confirms and understands that he shall not be entitled to receive any type of compensation when this is linked to the Affiliate’s trading activity with BuzzFx.
  • To promote and market the BuzzFx Products and Services the Affiliate must use only the Promotional Material provided directly from BuzzFx. In cases of Promotional Material being prepared by the Affiliate, the Affiliate shall provide these Promotional Materials to BuzzFx and shall obtain prior written approval before use of such Promotional Materials. From the moment when such Promotional Materials shall be prepared based on pre-approval as stated before, such Promotional Material shall become a property of BuzzFx. Promotional materials, the same as landing pages and other materials prepared by Affiliate in due course of this Agreement, must be used only after BuzzFx has granted written approval before they are launched, only for purposes of this Agreement and must contain the Affiliate’s logo and a disclaimer that shall state the following:
  • To perform the Services described in this Agreement, the Affiliate shall bear all establishment and operational costs and expenses for any marketing, advertising and any other promotional or other activities related to the said Services.
  • BuzzFx holds the right to monitor the Affiliate’s website, blog, social media profile and/or any other websites associated with the Affiliate as deemed necessary to make sure that:
    • it is up-to-date and to notify the Affiliate of any changes that BuzzFx consider that could enhance Affiliate’s performance, instructions which the Affiliate is obliged to follow and/or comply with;
    • it contains relevant Promotional Materials;
    • it does not breach IP rights and other proprietary rights of BuzzFx;
    • content of the Promotional Material is clear, fair and not misleading;
    • it is in compliance with the provisions of this Agreement;
    • the Affiliate shall provide all necessary website raw data files, access to the account’s dashboards and settings (social media and adwords) for the purposes of monitoring all activity upon BuzzFx request. This shall include the accounts change history where necessary. Access shall be provided within 24 hours.
  • Any Promotional Material developed or created by the Company and placed or used by the Affiliate, is owned by the Company and, except for the purpose of this Agreement, must not be used by the Affiliate solely or in conjunction with any third party, without the prior written consent of the Company. BuzzFx reserve the right, at any time, to review the Affiliate’s placement of Promotional Materials for the purpose of the present Agreement and approve its use of the Affiliate’s Links. Further, BuzzFx may require that the Affiliate changes the placement or use of such Promotional Material in order to comply with applicable BuzzFx requirements such as:
    • The Affiliate’s website and/or Social network should have a link directing Prospective Clients to the BuzzFx site;
    • The Company’s logo, brand name, banners or information could be provided to the Prospective Client only with the prior written approval of the Company;
    • The Affiliate is obliged to place in an obvious location on the Affiliate’s website its capacity as an Affiliate of the Company alongside with the name of the Company and Services to be provided;
  • Throughout the period that this Agreement shall be in force, the Affiliate undertakes the responsibility to act in good faith at all times and must not make any false and/or misleading representations or statements with respect to BuzzFx and/or the Affiliate Program and/or BuzzFx Products and Services provided and/or engage in any other practice which may affect adversely the image, credibility or the reputation of BuzzFx.
  • The Affiliate undertakes the strict responsibility not to take and/or assist and/or cause due to any act or omission the association directly and/or indirectly BuzzFx Products and Services and/or including but not limited to, using any website for unlawful activities, or having any content on his or her website, that is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material; or violates any intellectual property or other proprietary rights of any third party or has defamatory or harassing and deceitful or untruthful comments and statements about BuzzFx Partners or BuzzFx activities and business; or contains software downloads that potentially enable diversions of commission from other affiliates in this Affiliate Program.
  • Without prejudice to the foregoing, BuzzFx shall not be responsible and the Affiliate shall bear sole responsibility for its unlawful and/or illegal acts and/or omissions, including but not limited to the use of another person’s copyrighted material or other intellectual property in violation of the applicable law or any third-party rights.
  • BuzzFx reserves the right at its absolute discretion to terminate this Agreement and the Affiliate’s participation in the Affiliate Program and/or detach a Trader from the Affiliate and/or to cancel all orders and annul all profits and/or remove and deduct any Promotional Material which might be offered from time to time from the Affiliate’s account and/or the Trader’s account, should the Affiliate and/or any of the Traders commit and/or BuzzFx suspect any fraud in the use of and/or abuse of the BuzzFx’ Affiliate Program and/or any attempt of collusion and/or manipulation and/or arbitrage and/or other forms of deceitful or fraudulent trading and/or other activity and/or is acting outside of the scope of this Agreement and/or is in breach of the terms and conditions of this Agreement and /or breach of applicable laws, regulations and directives and/or breach the conditions set out in Appendix A and BuzzFx shall not be liable to the Affiliate for any commissions resulting from such fraud, breach or abuse detected and/or suspected.
  • The Affiliate hereby acknowledges and accepts that it is prohibited to use the Promotional Material and/or any other information provided by BuzzFx in order to encourage users of its website and/or Prospective Clients of BuzzFx to entrust the Affiliate with funds for management and/or to offer in any way investment advisory services to Prospective Clients on behalf of BuzzFx. BuzzFx shall have the right to regularly verify and/or monitor that the Affiliate does not proceed to any of the actions as stated hereunder and the Affiliate agrees to such monitoring and provide all the necessary assets upon request within 48hours.
  • The Affiliate must not transmit to or in any way, whether directly or indirectly, expose BuzzFx website, content, platform and any other of BuzzFx Property to any computer virus or other similarly harmful or malicious material, virus or device.
  • The Affiliate must not cause or assist by any act or omission in the creation or design of any website, which explicitly or impliedly resembles the BuzzFx site and/or the BuzzFx site and/or leads customers to believe the Affiliate is BuzzFx or any other affiliated business.
  • The Affiliate shall promptly inform BuzzFx of any information or acts of a third party that has become known to the Affiliate that could potentially harm BuzzFx Products and Services and/or their reputation in any way and manner.
  • The Affiliate cannot use or register a domain name or utilize through any search engine activity within any territory, keywords, search terms or any other brand identifiers for its activities with the name of BuzzFx, FX TM, FX TIME, FOREXTIME, FOREX TIME or BuzzFx or any other similar words or phrases which may cause confusion with the main brand of the Company and/or BuzzFx without the prior written consent of the Company or BuzzFx. In addition, URL bidding is also prohibited, Affiliates must add brand terms as negatives and actively not target the brand through any media platforms settings where applicable. This includes, but not limited to, PPC, Social media (including videos), mobile networks and display networks. BuzzFx reserves the right to request direct read only access to any paid search account for the purposes of monitoring keyword activity and the change history of an account at any time. Access shall be granted within 24 hours of such a request.
    As such, the Affiliate hereby consents and accepts that the Affiliate shall not be entitled to compensation in the circumstances where such Prospective Clients and/or Traders are introduced from the above-mentioned jurisdictions.
  • Where an Affiliate acts outside the scope of this Agreement and/or in breach of any of the provisions of the Affiliate Program and or if any of the provisions of Clause Error! Reference source not found. above herein applies, BuzzFx shall have the right to cease the cooperation and take all the necessary measures against the Affiliate, informing, at the same time, its Clients through BuzzFx website and/or BuzzFx website, for such a termination.
    Also, the Affiliate hereby acknowledges and accepts that in such a case, BuzzFx shall have the right to disclose the incident to its regulators including the address of the relevant Affiliate’s website, and details of the Affiliate’s identity or details of Affiliate’s representatives that signed this Agreement (in case of a company) and that details of the Affiliate and/or its representatives may be published by the relevant Regulatory Authority in a warning list on the Regulatory Authorities website.
  • BuzzFx shall have the right to maintain registries and/or records with the Affiliates, their associated Clients and the activities being carried out under this Agreement and to provide such records and/or reports to BuzzFx on a monthly basis and/or as otherwise agreed between BuzzFx.
  • The Affiliate should establish, implement and maintain a contingency plan for disaster and periodic testing of backup facilities, where this is necessary.

COMPENSATION

  • The Affiliate’s compensation is calculated and awarded subject to the terms provided in Appendix A herein, as these may be amended from time to time at BuzzFx’s Partners absolute and sole discretion by giving at least 3 (three) business days prior written notice by e-mail to the Affiliate or by announcement on any of the BuzzFx site or BuzzFx site or within the Affiliate Panel.
  • Without prejudice to the foregoing, BuzzFx has the right not to pay to the Affiliate the compensation as per Appendix A and/or annul any accrued payout and/or amend the terms of Appendix A and/or the terms of the present Agreement and/or terminate the Agreement and/or close any accounts with immediate effect if:
    • BuzzFx is of the reasonable opinion that any of the transactions entered into or executed by the Trader under the Operative Agreements, are being opened and closed just for the benefit of earning compensation for the Affiliate (often referred to as “churning”); or
    • Some form of abuse or market abuse or market manipulation may have taken place; or
    • The Affiliate is found in breach of any term of this Agreement.
  • In the event where a Trader participates in a bonus scheme and/or other promotion and/or contest of BuzzFx which offers a trading benefit (hereinafter “Trading Benefit”), BuzzFx shall have the right to deduct up to 50% of the Trading Benefit payable to such Traders from any payment due to the Affiliate in accordance to this Affiliate Program.
  • For the purpose of satisfying the conditions of payment, each entity, namely BuzzFx entities shall be considered as separate and distinct from the other.
  • Removal/Transfer of Traders:
    • Whereas a Trader has communicated to BuzzFx that he/she wishes to be removed and/or transferred and/or unlinked from an Affiliate, BuzzFx shall, from the date of that communication, cease paying the Affiliate any compensation and the Affiliate shall have no further rights in respect of the unlinked Trader. Under no circumstances shall BuzzFx be liable for any consequences of any such removal from an Affiliate and/or transfer to another Affiliate.
    • In the event a Trader is transferred to another Affiliate during the Qualifying Period, BuzzFx shall at their absolute discretion, determine whether any compensation regarding the Qualifying Period shall be paid and/or to whom Affiliate.
    • It is understood that in the event of a transfer from one Affiliate to another, the Qualifying Period shall not run afresh.
    • Any indication or suspicion of fraud, abuse, manipulation or deceitful or fraudulent activity relating to the removal and/or transfer of Trader(s) between Affiliates, shall entitle BuzzFx, to take any action they deem fit and proper in their sole and absolute discretion, including but not limited to the annulment of any compensation and/or termination of this Agreement.

WRITTEN NOTICE

  • Unless the contrary is specifically provided in this Agreement, any Written Notice under this Agreement may be made or given by any of the following means:
    • email;
    • published on the BuzzFx site or within the Affiliate Panel.
  • Affiliate warrants herein that all contact information disclosed to the Company or BuzzFx in accordance with this Agreement shall be true, correct and accurate. Any attempt by the Company or BuzzFx to contact the Affiliate unsuccessfully due to incorrect communication data provided (e.g. postal address, email address or fax numbers) by the Affiliate, shall result to the immediate suspension and/or termination of the Agreement.
  • Any such Written Notice shall be deemed to have been served:
    • if sent by email, within one hour after emailing it;
    • if posted on the BuzzFx site or within the Affiliate Panel, within one hour after it has been posted.
  • For the purposes of this clause, “business hours” mean between 10:00 and 17:00 GMT on a Business Day (Monday - Friday).

AMENDMENT AND TERMINATION

  • The Affiliate acknowledges that BuzzFx has the right to unilaterally modify the terms of this Agreement, Addendum and/or Appendices at any time and at its sole discretion, giving to the Affiliate at least 3(three) Business Days Written Notice and/or by posting the modification on BuzzFx site and the Affiliate shall have an option to terminate the present Agreement by giving notice in writing.
  • The Affiliate may terminate this Agreement with immediate effect by giving Written Notice to BuzzFx as per Clause 6 above herein.
  • BuzzFx may terminate this Agreement with immediate effect by giving Written Notice to the Affiliate.
  • Upon termination of the Agreement, the Affiliate is obliged to return to BuzzFx the promotional marketing giveaways and/or the Affiliate shall withdraw such Promotional Material upon termination of the said Agreement.
  • Termination of this Agreement shall have the effect of termination of the compensation arrangement as set out hereto with immediate effect. Any such termination shall not affect any existing legal rights and obligations under this Agreement which have arisen prior to termination.

LIMITATIONS OF LIABILITY AND INDEMNITY

  • BuzzFx shall not be liable to the Affiliate with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability, or other legal or equitable principle for any indirect, incidental, consequential, special, general or exemplary damages (including without limitation, loss of revenue or goodwill, or anticipated profits or lost business) even if BuzzFx have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall BuzzFx’ cumulative liability to the Affiliate arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to the Affiliate under this Agreement.
  • BuzzFx make no express or implied representations or warranties regarding BuzzFx service and website or the products or services provided therein, any implied warranties of BuzzFx ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, BuzzFx make no representation that the operation of BuzzFx site or the BuzzFx site shall be uninterrupted or error free, and we shall not be liable for the consequences of any interruptions or errors.
  • The Affiliate hereby agrees to indemnify and hold harmless BuzzFx, their subsidiaries and affiliates, directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of the breach of the Terms and Conditions of the present Agreement and/or are based on any claim of BuzzFx’ use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate herein, or (iii) any claim related to the Affiliate’s site, including, without limitation, content therein not attributable to BuzzFx.

PERSONAL DATA AND RECORDING OF TELEPHONE CALLS

  • BuzzFx may process, use, store or otherwise process personal information provided by the Affiliate.
  • By entering into this Agreement, the Affiliate hereby consents to the transmittal and/or processing of the Affiliate’s personal data within and/or outside the European Economic Area.
  • The Affiliate agrees that BuzzFx may pass information about the Affiliate which the Affiliate has provided to BuzzFx and/or to third parties in order to assist the Company and BuzzFx to process and/or analyze the relevant information as a part of fulfilling the Company’s or BuzzFx’ obligations under this Agreement. Should the Affiliate be unwilling for the Company and/or BuzzFx to transmit and/or process Affiliate’s personal data and/or such personal data to be used for such purposes, the Affiliate shall give BuzzFx Written Notice as per Clause 6 above herein.
  • Such personal data may also be used for marketing purposes, or to conduct research for BuzzFx or the Company or other companies in its group that may use the personal data to bring to the attention of the Affiliate products and services that may be of interest to the Affiliate. If the Affiliate does not wish the Affiliate’s personal data to be held for such purposes, the Affiliate shall give BuzzFx Written Notice.
  • Telephone conversations and/or electronic communications between the Affiliate and the BuzzFx shall be recorded and/or monitored and/or processed by BuzzFx. The Affiliate by entering into this Agreement expressly consents to BuzzFx to record and/or process these telephone conversations and/or electronic communications. All instructions received by telephone shall be binding as if received in writing. Any recordings shall be and remain the sole property of the BuzzFx and shall be accepted by the Affiliate as conclusive evidence of the instructions or conversations so recorded. The Affiliate agrees that BuzzFx may deliver copies of transcripts of such recordings to any court, regulatory or government authority. A copy of the records kept in accordance with this Clause shall be provided to the Affiliate upon request and shall be kept for a period of five years and, where requested by any competent authority, for a period of up to seven years from the date of creation of the record.

CONSENT TO DIRECT CONTACT

  • The Affiliate expressly invites BuzzFx and the Company, for the purposes of administering the terms of this Agreement or otherwise marketing BuzzFx Products and Services, from time to time, to make direct contact with the Affiliate by telephone, fax or otherwise.
  • The Affiliate consents to such communications and acknowledges that such communication would not be considered by the Affiliate as being a breach of any of the Affiliate’s rights under any relevant data protection and/or privacy regulations.
  • CONFIDENTIALITY

    • All confidential information, including, but not limited to, any business, technical, financial, and customer information disclosed by BuzzFx acquired by the Affiliate during negotiation or the effective term of this Agreement, shall remain the sole property of BuzzFx. Without prejudice to the foregoing, information of confidential nature shall be treated as such provided that such information is not already in the public domain. Information of a confidential nature shall only be disclosed to any person other than an associated entity of BuzzFx, in the following circumstances:
      • where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over BuzzFx or the Affiliate;
      • to investigate or prevent fraud or other illegal activity;
      • if it is in the public interest to disclose such information;
      • as provided in the Operative Agreements of the Company and BuzzFx;

    PROPRIETARY RIGHTS

    • BuzzFx grants to the Affiliate, for the duration of this Agreement, a nonexclusive, non-transferable, revocable right to access the BuzzFx site through the Link solely in accordance with the terms of this Agreement. This license shall be used solely in connection with the Link, and it shall extend exclusively to Promotional Material, for the sole purpose of introducing Traders and/or promoting and/or advertising BuzzFx Products and Services.
    • It is hereto understood that the Affiliate shall not modify or change the Link or Promotional Materials or any other materials provided by BuzzFx or /and BuzzFx howsoever.
    • The Affiliate shall not use any BuzzFx or BuzzFx Promotional Materials or proprietary materials or other intellectual property in any manner that is disparaging, misleading, obscene, or in any way detrimental to BuzzFx.
    • BuzzFx reserve all of their rights in the materials provided and all of its other proprietary rights.
    • BuzzFx shall be entitled to revoke this license to use the Link or the Promotional Materials at any time and at its sole discretion.
    • Any inappropriate use of the Link, text, banners, trademarks, trade names, service marks and other intellectual property or other advertisements not expressly approved of in writing or provided by BuzzFx may cause immediate termination of this Agreement.
    • In the event of termination of this Agreement for any reason, the Affiliate shall promptly surrender, and deliver to BuzzFx any proprietary and/or Promotional Materials.
    • The Affiliate agrees to indemnify the Company and BuzzFx and keep the indemnified at all times against all or any costs, claims, damages or expenses incurred, or for which they may become liable, with respect to any proprietary materials and/or intellectual property infringement claim or other claim relating to the provision of services supplied by the Affiliate to BuzzFx during the course of this Agreement.
    • Except as permitted herein, the Affiliate shall not and is not authorized to (i) use the “BuzzFx” trademark, name or any of BuzzFx’s and/or BuzzFx Partner’s other intellectual property (or any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing) (all of the foregoing, including without limitation, the "links" and the "licensed materials" of BuzzFx, without BuzzFx’ express prior written permission; (ii) use of BuzzFx’s and or BuzzFx’s Partner’s IP address in a domain or website name, in any bids for keywords or google AdWords (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any metatags, google AdWords (or similar programs at other search engines), key words, advertising, search terms, code, or otherwise; (iii) cause or create or act in any way that causes or creates or could cause or create any "initial interest confusion" over the use of BuzzFx’s and or BuzzFx’s Partner’s IP on the internet or in any search engine advertising.
      Such a use of BuzzFx’s and or BuzzFx’s Partner’s IP rights in any manner, other than as expressly permitted herein (in addition to being a breach of this agreement) shall constitute unlawful infringement of BuzzFx’s and or BuzzFx’s Partner’s trademarks, copyrights or other intellectual property rights, and may subject the Affiliate to claims for damages (including without limitation, treble damages for knowing or willful infringement), and the obligation to pay any legal fees and costs in connection with any action or proceeding in which BuzzFx seek to enforce their rights under this agreement or with regard to any of our intellectual property rights.
    • The Affiliates is hereby deprived from any right to use “BuzzFx” as the part of or a sole word while registering domain names or as the part of or a sole word while taking nickname in any social network and/or from any other unauthorized usage of “BuzzFx” for personal needs and not related to this Agreement. Also, it is prohibited without BuzzFx written approval to use BuzzFx’s registered trademarks, trade names, service mark, copyright, license, intellectual property, and other proprietary information.

    FORCE MAJEURE

    • BuzzFx shall not be liable for the non-performance or improper performance of its obligations under this Agreement, should the Company or BuzzFx is prevented from or unable to do so due to a Force Majeure event, including, without limitation any Government actions, the outbreak of war or hostilities, the threat of war, military actions, rebellion, acts of terrorism, national emergency, riot, strike, civil disturbance/disorder, sabotage, requisition, or any other international calamity or political crisis; Act of God, earthquake, hurricane, typhoon, flood, fire, epidemic or other natural disaster; Labor disputes not including disputes involving the Company’s workforce; discontinuance or suspension of the operation of any Market; failure of communication for any reason with Market makers, mal-functioning and/or non-operation of any computer transaction system due to defectiveness or failure of the mechanic equipment, fault or stoppage in communication lines, any other problems in connection, breakdown or unavailability of access to the internet or the Platform(s); Any other extreme event beyond the reasonable control of the Company which may suddenly or drastically affect the prices in the Underlying Asset / Market as well as any other event, act and/or circumstances that shall have direct effect in the regulated markets and which, including, without limitation, any illegitimate actions against, not reasonably within the BuzzFx’ reasonable control, and the effect of that event(s) is such that BuzzFx Partner is not in a position to take any reasonable action to prevent.
    • If BuzzFx determine in their reasonable opinion that a Force Majeure Event exists (without prejudice to any other rights under this Agreement) BuzzFx may without prior Written Notice and at any time take or omit to take all such actions as BuzzFx deem to be reasonably appropriate in these circumstances.

    DISPUTE RESOLUTION

    • The parties further agree that they shall use the following procedure to identify and resolve Disputes between them:
      • either party may identify a Dispute by sending a Dispute Notice to the other party as per Clause 6 above herein;
      • on or following the Dispute Date, the parties shall consult in good faith in an attempt to resolve the Dispute in a timely manner, including, without limitation, by exchanging any relevant information and by identifying and using any Agreed Process which can be applied to the subject of the Dispute or, where no such Agreed Process exists or the parties agree that such Agreed Process would be unsuitable, determining and applying a resolution method for the Dispute; and
      • with respect to any Dispute that is not resolved within five Joint Business Days of the Dispute Date, refer issues internally to appropriately senior members of staff of such party or of its Affiliate, adviser or agent in addition to actions under (b) immediately above (including actions under any Agreed Process identified and used under (b) immediately above) and to the extent such referral has not occurred as a result of action under (b) immediately above (including any Agreed Process);

    MISCELLANEOUS

    • In the event that a situation arises that is not covered under this Agreement, BuzzFx shall resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action as is consistent with market practice.
    • No single or partial exercise of, or failure, or delay in exercising any right, power, or remedy (under these terms or at law) by BuzzFx shall constitute a waiver by BuzzFx of, or impair or preclude any exercise or further exercise of, that or any other right, power or remedy arising under this Agreement or at law.
    • Any liability of the Affiliate to BuzzFx under this Agreement may in whole or in part be released, compounded, compromised or postponed by BuzzFx in their absolute discretion without affecting any rights in respect of that or any liability not so waived, released, compounded, compromised or postponed. A waiver by BuzzFx of a breach of any of the terms of this Agreement or of default under these terms does not constitute a waiver of any other breach or default and shall not affect the other terms. A waiver by BuzzFx of a breach of any of the terms of this Agreement or a default under these terms shall not prevent BuzzFx from subsequently requiring compliance with the waived obligation.
    • The rights and remedies provided to BuzzFx under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
    • Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Affiliate and BuzzFx.
    • The Affiliate shall not represent itself as agent of BuzzFx or the Company and the Affiliate shall have no authority or power to bind BuzzFx or the Company or to contract in the name of or create a liability against any of these.
    • The Affiliate agrees to inform BuzzFx about all facts and circumstances, he/she becomes aware of, that may result in undesired consequences (risks) for the Company or BuzzFx.
    • BuzzFx may assign the benefit and burden of this Agreement to a third party in whole or in part, provided that such assignee agrees to abide by the terms of this Agreement. Such assignment shall come into effect 5 (five) Business Days following the day the Affiliate is deemed to have received Written Notice of the assignment in accordance with this Agreement.
    • The Affiliate may not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer the Affiliate’s rights or obligations under this Agreement without prior written consent of BuzzFx and any purported assignment, charge or transfer in violation of this term shall be void.
    • If any term of this Agreement (or any part of the term) shall be held by a court of competent jurisdiction to be unenforceable for any reason then such term shall, to that extent, be deemed severable and not form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.
    • No variations of this Agreement are effective unless made in writing, signed by both Parties or their authorized agents.
    • This Agreement shall be governed by and construed in accordance with the laws of the republic of Georgia. With respect to any proceedings, the Affiliate irrevocably:
      • agrees that the courts of republic of Georgia shall have exclusive jurisdiction to determine any proceedings,
      • waives any objection which the Affiliate may have at any time to bring any proceedings in any such court, and
      • agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over the Affiliate.
    • This Agreement and any Addendums and Appendices referred to in it, constitute the entire agreement between Parties and supersede all other agreements or arrangements, whether written or oral, express or implied, between Parties or either of them.
    • The heading and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
    • Where this Agreement is issued in a language other than English, the English language version shall take precedence in the event of any conflict.