Terms of Service

Effective Date: 01.12.2026

These Terms of Service (“Terms”) govern your access to and use of the affiliate platform and related services (collectively, the “Services”) provided by [Platform Operator / Legal Entity to Be Incorporated] (“we,” “us,” “our”).

By accessing or using the Services, you agree to be bound by these Terms.

1. About Our Platform

We operate a web-based platform that enables registered affiliates (“Affiliates,” “you”) to:

• Access tools, resources, and functionality to onboard or refer clients to third-party regulated OTC exchanges; and

• Earn referral commissions based on trading activity or revenue generated by such referred clients.

We do not provide OTC trading, brokerage, custody, payment processing, or financial advisory services.

We act solely as an intermediary referral platform, connecting Affiliates with independent third-party regulated exchanges under separate referral or partnership agreements.

Each partner exchange is a separate legal entity and is solely responsible for:

• Client onboarding and due diligence;

• KYC/AML and sanctions screening;

• Regulatory compliance;

• Trade execution and settlement; and

• Custody or handling of client funds.

We do not:

• Handle client funds;

• Execute or settle trades; or

• Perform compliance vetting for end clients.

2. Eligibility & Registration

To use the Services, you must:

• Be at least 18 years old (or the legal age in your jurisdiction); and

• Provide accurate, current, and complete information during registration.

You agree to promptly update your information if it changes.

We reserve the right, at our sole discretion, to refuse, suspend, or terminate any account at any time, with or without cause.

3. Relationship Between the Parties

You acknowledge and agree that:

• Your relationship with us is that of an independent contractor or marketing affiliate;

• Nothing in these Terms creates any employment, agency, fiduciary, joint venture, or partnership relationship.

When you refer a client via the Services:

• The client’s legal and contractual relationship is directly with the relevant exchange, not with us; and

• You have no authority to represent, bind, or act on behalf of us or any exchange.

We may maintain referral or partnership agreements with multiple exchanges and may add, remove, or modify partners at any time without prior notice.

4. Referral Fees and Payouts

Referral commissions:

• Are calculated based on the revenue share we receive from partner exchanges;

• Are displayed in your affiliate dashboard or governed by a separate referral agreement, where applicable.

We make no guarantees regarding:

• Earnings;

• Conversion rates; or

• Client trading volumes.

Referral fees are payable only after we have received confirmed commissions from the relevant exchange.

Payments may be subject to:

• Minimum payout thresholds;

• Anti-fraud or compliance checks; and

• Applicable tax reporting or withholding obligations.

We reserve the right to modify commission structures or payout methods with reasonable notice.

5. Compliance & Acceptable Conduct

You agree to comply with all applicable laws and regulations, including those relating to:

• Advertising and marketing;

• Financial promotions;

• Anti-money laundering (AML);

• Sanctions; and

• Consumer protection.

You must not:

• Make misleading, deceptive, or false claims, including guarantees of profits or returns;

• Represent yourself as a regulated exchange, broker, or financial institution;

• Handle client funds, KYC documents, or sensitive client data on behalf of any exchange;

• Facilitate or assist onboarding of clients from prohibited or sanctioned jurisdictions.

You are solely responsible for ensuring that your marketing and referral activities are lawful in your jurisdiction.

6. Disclaimers

We are not:

• An exchange, broker, dealer, or financial advisor;

• A money service business or payment processor.

We do not:

• Conduct KYC/AML checks;

• Execute or settle transactions; or

• Hold or control client assets.

All client onboarding, trading, custody, and fund-handling activities are performed exclusively by the third-party exchange.

We are not responsible for the actions, omissions, delays, losses, or failures of any third-party exchange, processor, or service provider.

7. Limitation of Liability

To the maximum extent permitted by law:

• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business, or opportunity;

• Our total aggregate liability under these Terms shall not exceed the total referral commissions paid to you in the twelve (12) months preceding the event giving rise to the claim.

8. Termination

You or we may terminate your account at any time, with or without cause.

Upon termination:

• Your access to the Services will cease;

• Any unpaid but accrued referral commissions will remain payable subject to confirmation and receipt from the relevant exchange.

Sections relating to Intellectual Property, Disclaimers, Limitation of Liability, Indemnity, and Governing Law survive termination.

9. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Cyprus.