Affiliate Terms.

Table of Contents

1. 01 Introduction
2. 02 Definition and Interpretation
3. 03 Performance
4. 04 Commencement and Duration
5. 05 Commissions and Payment
6. 06 Affiliate Obligations
7. 07 Termination
8. 08 Intellectual Property Rights
9. 09 Confidentiality
10. 10 Data Protection
11. 11 Representations and Warranties
12. 12 Force Majeure
13. 13 General
14. 14 Schedule 1: Code of Conduct
15. 15 Schedule 2: Program Terms

1. Introduction

The Program allows contracted participants ("Affiliates") to earn commissions by inviting new users to subscribe to Tradecopia's paid services, as outlined in this Agreement, including the Program Terms (collectively, "Program Activities"). Under this Agreement, you are granted the right to participate in the Program and engage in Program Activities.

Affiliates earn a 15% commission on each subscription made by the new users they refer. For specific partners, customized commission rates may be applied. These referred users remain linked to the Affiliate for the duration of this Agreement, allowing the Affiliate to continue earning commissions as long as this Agreement (Tradecopia Affiliate Program Terms & Conditions) is still applicable and in effect.

Affiliates are authorized to create referral links for promoting the Tradecopia services but must contact Tradecopia directly for generating or distributing any discount codes. By starting to be an Affiliate you accept these terms.

2. Definition and Interpretation

2.1 Definitions

• Agreement: These Tradecopia Affiliate Program Terms and Conditions, including the Program Terms.
• Affiliate Image: As defined in Clause 8.2.
• The Program: Refers to the affiliate program or policy (collectively, "Program Activities") offered by Tradecopia.
• Tradecopia: Refers to the platform available at www.tradecopia.com, the domain tradecopia.com and its subdomains, the Tradecopia product, and all related services and entities, including Tradecopia Solutions Inc., a company registered in Canada.
• Applicable Law: All legally binding laws, statutes, regulations, subordinate legislation, orders, and decrees of any Governmental Body and any judgments, decisions and injunctions of any court or tribunal, in each case having jurisdiction over the matter in question.
• Business Day: A day, other than a Saturday or public holiday in the jurisdiction in which the Affiliate is domiciled or incorporated and the jurisdiction in which Tradecopia is incorporated when banks in these jurisdictions are open for business.
• Commissions: The fees payable to the Affiliate as described in the Program Terms.
• Confidential Information: As defined in Clause 10.1.
• Anti-Bribery Laws: As defined in Clause 13.17.1.
• Control: Means, in respect of a person, the holding, or controlling, in each case, directly or indirectly, of shares or any similar rights of ownership in that person bearing the majority of voting rights attaching to all the shares or other rights of ownership in that person or having the power to direct or cause the direction and management of the policies of that person whether as a result of the ownership of shares, control of the board of directors, contract or any power conferred by the articles of association or other constitutional documents of such person, and "Controlling" and "Controlled" shall be construed accordingly.
• Effective Date: The date upon which this Agreement is executed (i.e. the date on which the Affiliate accepts the Agreement). The user accepts the agreement when starting affiliate activities.
• Governmental Body: Any national, federal, regional, provincial, state, county, city, local or foreign government, or any court, tribunal or arbitrator or any regulatory or supervisory authority, agency, ministry, commission, branch, department, division, body, official or instrumentality thereof, in each case being of competent jurisdiction and "Governmental Bodies" shall be construed accordingly.
• Term: As defined in Clause 4.
• VAT: Value-added tax or other similar tax (including goods and services tax and sales tax).

2.2 In this Agreement

2.2.1 Singular and Plural Interpretation

Unless the context clearly indicates otherwise, words used in the singular form also apply to the plural, and vice versa.

2.2.2 No Bias in Drafting

The fact that one Party prepared this Agreement or any part of it will not be used against them in interpreting any terms.

2.2.3 Headings for Reference Only

The headings of clauses are included for easy reference only and do not affect the meaning or interpretation of any terms in this Agreement.

2.2.4 Definition of "Person"

Any mention of a "person" includes individuals, firms, partnerships, companies, corporations, associations, organizations, governments, government agencies, foundations, and trusts, regardless of whether they have separate legal identities or where they were established.

2.2.5 References to Statutes

References to a statute or statutory provision include all related orders, regulations, and other legal instruments issued under that statute.

2.2.6 Legislative Changes Covered

References to any legislation (including statutes, regulations, codes, or guidelines) include any amendments to it, as well as any new legislation that replaces or consolidates it, with or without changes.

2.2.7 Non-Exhaustive Examples

Any phrases like "including," "in particular," "for example," "such as," or similar terms are meant to provide examples, not to limit the meaning of the words that come before them.

3. Performance

You have full discretion in carrying out the Program Activities, including the freedom to choose the methods you deem most effective, as well as determining the timing (days and hours) and location. You are also responsible for deciding the frequency and manner of these activities, provided they comply with the Program Agreement and are conducted in a lawful manner.

Tradecopia will not control or interfere with how you conduct the Program Activities unless explicitly stated and against what is stated in this Agreement, or if the activities are deemed illegal, fraudulent, or are otherwise addressed in a private partner agreement.

Additionally, the Affiliate are fully responsible for any costs and expenses associated with the Program Activities, including payments, taxes, and any other business-related expenditures that may arise.

4. Commencement and Duration

The Agreement will take effect on the Effective Date. Unless expressly stated otherwise in an Addendum, the Term of this Agreement will continue until terminated by the Affiliate or us as set forth in this Agreement.

5. Commissions and Payment

5.1 Commission Structure and Terms

Unless specifically stated otherwise in an Addendum, Tradecopia will pay the Affiliate any Commissions (if applicable) as outlined in the Program Terms. Affiliates will earn 15% commissions on subscriptions from referred users as long as their subscription remains active, unless otherwise agreed for specific partner arrangements. These payments are exclusive of VAT, where applicable.

5.2 Invoicing Requirements

If needed for tax purposes or if requested by Tradecopia, the Affiliate must submit invoices for the Commissions, including VAT if applicable, to Tradecopia.

5.3 Tax Responsibilities and Withholding

Any VAT imposed by a government or tax authority is the responsibility of the Affiliate. If Tradecopia is legally required to withhold taxes from its payments and remit them to the appropriate tax authorities, Tradecopia will pay the Affiliate the net amount after withholding these taxes and, upon request, provide a copy of the official tax receipt.

5.4 Breach of Agreement

If the Affiliate violates any of its obligations or rules under specifically Clauses 6, 7 or any other clause of the Affiliate Terms or the Code of Conduct (Schedule 1), Tradecopia reserves the right to withhold any Commissions due to the Affiliate and may recover any payments previously made to the Affiliate under this Agreement prior to the breach.

5.5 Reversed Payments and Payment Details

If a payment from a referred user is reversed, canceled, or blocked by the payment provider, the corresponding commission for the Affiliate will be revoked. Affiliates must also ensure their payment details are up-to-date to guarantee timely commission payouts.

6. Affiliate Obligations

6.1 The Affiliate Agrees To

6.1.1 Account Registration and Responsibility

Provide and maintain accurate, complete, and up-to-date information when registering for the Program and in your Program account (dashboard) after registration. Tradecopia reserves the right to decline your registration. You are responsible for all activities that occur under your Program account. Unless explicitly permitted by Tradecopia, you may only have one Program account and cannot register for additional accounts.

6.1.2 Compliance and Conduct

Act in full compliance with Tradecopia's Code of Conduct (outlined in Schedule 1) and all applicable laws, including regulations related to advertising, social media, and competition issued by relevant government bodies. You must also follow the terms, conditions, and policies of online platforms, including community guidelines. If you are a business, you must ensure that your employees, personnel, associates, and agents comply with this Agreement, including the Program Terms, and you will be responsible for their actions.

6.1.3 Prohibited Activities

The Affiliate shall not:

• Engage in any fraudulent, deceptive, or misleading practices.
• Use automated systems, bots, or artificial means to generate traffic or clicks.
• Create multiple accounts to circumvent commission limits.
• Make false claims about Tradecopia's services or capabilities.
• Violate any applicable laws or regulations.
• Infringe on intellectual property rights.
• Engage in spamming or unsolicited marketing.

7. Termination

Either party may terminate this Agreement with written notice. Upon termination:

• All rights and licenses granted to the Affiliate shall immediately cease.
• The Affiliate shall immediately cease all promotional activities.
• Tradecopia shall pay any outstanding commissions earned prior to termination.
• The Affiliate shall return or destroy all confidential information.

8. Intellectual Property Rights

8.1 Ownership

All intellectual property rights in Tradecopia's materials, including but not limited to trademarks, logos, content, and software, remain the exclusive property of Tradecopia.

8.2 Limited License

Tradecopia grants the Affiliate a limited, non-exclusive, revocable license to use Tradecopia's materials solely for the purpose of promoting Tradecopia's services in accordance with this Agreement and the Code of Conduct.

8.3 Restrictions

The Affiliate shall not:

• Modify, alter, or create derivative works of Tradecopia's materials.
• Use Tradecopia's materials in a way that could harm Tradecopia's reputation.
• Claim ownership of Tradecopia's intellectual property.
• Use Tradecopia's materials for purposes other than promotion of Tradecopia's services.

9. Confidentiality

9.1 Definition

"Confidential Information" means any information disclosed by Tradecopia to the Affiliate that is marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.2 Obligations

The Affiliate shall:

• Keep confidential all Confidential Information.
• Use Confidential Information solely for the purpose of performing obligations under this Agreement.
• Not disclose Confidential Information to any third party without Tradecopia's prior written consent.
• Take reasonable steps to protect Confidential Information from unauthorized disclosure.

9.3 Exceptions

The confidentiality obligations do not apply to information that:

• Was already known to the Affiliate prior to disclosure.
• Becomes publicly available through no fault of the Affiliate.
• Is independently developed by the Affiliate without use of Confidential Information.
• Is required to be disclosed by law or court order.

10. Data Protection

The Affiliate shall comply with all applicable data protection laws and regulations when collecting, processing, or storing personal data in connection with the affiliate program. The Affiliate shall implement appropriate technical and organizational measures to protect personal data and shall only process personal data in accordance with Tradecopia's instructions and applicable law.

11. Representations and Warranties

Each party represents and warrants that:

• It has the legal capacity and authority to enter into this Agreement.
• It will comply with all applicable laws and regulations.
• It will perform its obligations in a professional and workmanlike manner.
• It has all necessary rights and licenses to perform its obligations.

12. Force Majeure

Neither Party shall be liable for any delay or failure in performance under this Agreement if such failure is due to a force majeure event, including but not limited to natural disasters, pandemics, wars, terrorism, government actions, or other unforeseen circumstances beyond the control of the Parties.

13. General

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

13.2 Amendments

This Agreement may only be amended by written agreement signed by both parties.

13.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is to be enforced.

13.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada.

13.6 Dispute Resolution

Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the laws of British Columbia, Canada.

13.7 Notices

All notices under this Agreement shall be in writing and delivered to the addresses specified in the affiliate registration or as otherwise notified in writing.

13.8 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Tradecopia may assign this Agreement to any affiliate or successor in interest.

13.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, employment, or agency relationship between the parties.

13.10 Survival

The provisions of Sections 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection), and 11 (Representations and Warranties) shall survive termination of this Agreement.

Schedule 1: Code of Conduct

The Affiliate acknowledges that its actions directly impact Tradecopia's business interests and the benefits derived from this Agreement. Therefore, the Affiliate commits to maintaining proper conduct at all times. This Code of Conduct, which Tradecopia may amend, supplement, or revise at its sole discretion, is an integral part of this Agreement. The Affiliate is required to fully comply with this Code of Conduct.

1. Obligations of the Affiliate

1.1 Performance

The Affiliate shall perform the Program Activities for Tradecopia diligently, competently, and to the best of their abilities, adhering promptly to all reasonable instructions provided by Tradecopia in connection with this Agreement.

1.2 Conduct and Reputation

The Affiliate shall not make any false, misleading, negative, critical, or disparaging statements, whether implied or expressed, nor engage in any conduct that, in Tradecopia's opinion, could create adverse publicity or harm Tradecopia's interests.

1.3 Representations

The Affiliate shall not make any representations or commitments on behalf of Tradecopia. Any inquiries regarding Tradecopia or the benefits derived from this Agreement must be referred directly to Tradecopia.

1.4 Use of Content

The Affiliate is granted a limited, non-exclusive, and revocable right to use any materials, logos, content, or trademarks provided by Tradecopia for the sole purpose of promoting Tradecopia within the framework of the Affiliate Program. Any use of such materials must strictly adhere to the following conditions:

• The Affiliate may only use the materials for promotional purposes related to the Affiliate Program and must comply with Tradecopia's brand style and guidelines.
• The Affiliate agrees not to modify, reproduce, or distribute these materials beyond what is necessary for the promotional activities outlined in the Affiliate Program.
• All intellectual property rights in these materials remain the exclusive property of Tradecopia. The Affiliate acknowledges that they do not acquire any ownership rights to these materials, and all such materials must be used solely within the terms of this Agreement.
• The Affiliate is prohibited from using these materials in a way that could harm the reputation or brand of Tradecopia, or for any unauthorized or non-promotional purposes.

1.5 Prohibited Content

The Affiliate shall not create or publish any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of privacy, hateful, or racially, ethnically, or otherwise prejudicial in any form. While using content provided by Tradecopia or creating their own content about Tradecopia, the Affiliate acknowledges that Tradecopia reserves the right to review and request the removal of any content deemed inappropriate. The affiliate is encouraged to keep it in the housestyle of Tradecopia and can request visuals from Tradecopia directly to Tradecopia.

1.6 Prohibited Channels and Methods

Affiliates are expressly prohibited from promoting Tradecopia through any unconventional, deceptive, or inappropriate channels, including but not limited to:

• Spam emails or unsolicited messages (SMS or social media).
• Automated bots, click farms, or any artificial traffic generation methods.
• Misleading clickbait, bait-and-switch tactics, or exaggerated claims about Tradecopia's offerings.
• Websites, forums, or social media groups that contain or promote illicit, offensive, or harmful content.

1.7 Respect for Others

The Affiliate shall not insult, inflame, personally attack, or otherwise disparage any individual, corporation, business, or entity, including but not limited to Tradecopia's competitors.

1.8 Disparaging Statements

The Affiliate shall not make any derogatory statements about Tradecopia, its brand ambassadors, influencers, Associates, staff, or the Program in public, online (including social media), to the press, or in any other forum.

1.9 Reputation of Tradecopia

The Affiliate shall refrain from engaging in any activities that, in Tradecopia's reasonable opinion, could jeopardize their ability to perform the Program Activities or damage the goodwill or reputation of Tradecopia or the Program.

1.10 Content Guidelines

The Affiliate shall strictly adhere to any content guidelines provided by Tradecopia from time to time.

Schedule 2: Program Terms

1.1 Standard Earnings

Affiliates earn a commission of 15% on any fee or payment made by each referred user to Tradecopia. Commissions are paid when the affiliate initiates a withdrawal, and the withdrawal amount exceeds $100, provided that Tradecopia has successfully received payment from the referred user(s). If Tradecopia does not receive payment from the referred user(s), no commission will be paid. Additionally, commissions are contingent on the referred user(s) maintaining an active relationship with Tradecopia through ongoing payments. Affiliates are responsible for any taxes on their earnings.

1.2 Custom Plans

While the standard commission rates apply, different commission percentages may be agreed upon through a written mutual agreement, formalized in a separate addendum requiring signatures from both parties. Such custom arrangements will take precedence over the standard rates.

1.3 Affiliate Tools and Tracking

Affiliates have access to a comprehensive dashboard within their Tradecopia account, known as the Affiliate Overview. Here, they can view details of their current commission plan, track earnings, and monitor referral activity in real-time.

Referral Links and Promo Codes

In the Affiliate Overview, affiliates can create referral links to share with potential users. When a user clicks on a referral link, a local storage mechanism is used to tie that device to the affiliate. This means that if the user returns to Tradecopia later using the same device and browser, the system will still recognize them as belonging to the affiliate, even if the user has closed the browser or shut down the device. However, tracking may not be possible if the user switches to a different device or uses incognito mode during signup.

For promo codes, affiliates must request a code directly from Tradecopia. Tradecopia will generate the promo code for the affiliate, who can then share it with users. When these codes are used during checkout, the user receives a discount, and the system links the user to the affiliate who provided the code. The discount amount, which reduces the checkout price, is set by Tradecopia and cannot exceed the affiliate's commission rate. For example, if the affiliate's commission is 15%, the discount cannot be higher than 15%.

Commission Formula

The commission earned by the affiliate is calculated as a percentage of the actual checkout or charged value received by Tradecopia, after any discount applied with promo codes.

For example, if an affiliate has a 15% commission rate and provides a 15% discount to a referred user, the checkout value is reduced by 15%. This means the affiliate's commission will be based on 85% of the original transaction value. In this case, the affiliate would earn 15% of the discounted amount.

To clarify:

This updated calculation ensures that affiliates earn a proportionate amount based on the actual revenue Tradecopia receives after any discount is applied.

1.4 Compliance

Affiliates must adhere to the Tradecopia Affiliate Program Terms & Conditions to maintain eligibility for commissions. Tradecopia reserves the right to conduct due diligence, including Know Your Customer (KYC) and Know Your Business (KYB) procedures, on affiliates at any time. Affiliates are required to cooperate with these due diligence checks to continue participating in the program. Failure to comply may result in the alteration or termination of the affiliate's participation in the program, including the suspension or cancellation of any commissions due under the terms.

1.5 Program Updates

Affiliates should stay informed about updates to the program by regularly checking communications from Tradecopia through the Tradecopia blog and/or emails.

1.6 Affiliate Program Guides

For detailed guidance and information, affiliates are encouraged to regularly review the Tradecopia Affiliate Program Guides.

Thank you for choosing to partner with Tradecopia. We look forward to a successful collaboration!