1. Duration

1.1 This Agreement shall come into effect from the date it is signed in accordance with Clause 12 of this Agreement.

2. The referring party services

2.1. During the Term, RP may make referrals of potential customers to iFunds for purposes of promoting the iFunds services to such potential customers (“Customers”). RP will use its reasonable judgment as to the appropriateness of a particular referral and agrees to obtain the potential Customer’s consent before each a referral. Any referral shall be sent by e-mail from Introducer to iFunds and the referred client shall constitute a referral of Introducer to iFunds (an “Introducer Referral”) on the earlier to occur of the following: (i) iFunds’s confirmation through e-mail to Introducer; or (ii) iFunds’s contact with the client as a result of the referral by RP.

2.2. For the avoidance of doubt, an Introducer Referral shall not include:

• (A) any person or entity that is already a client of iFunds;
• (B) any person or entity to which iFunds is currently or has in the past two (2) years provided products or services; or
• (C) any person or entity with whom iFunds are having discussions regarding providing products or services.

2.3. It is further agreed that:

• (A). iFunds shall have the right, in its absolute discretion, without prior notice to the RP to accept or reject any Customer without giving any reason or being liable for any resulting loss to the RP or the Customer;
• (B). to the best knowledge of the RP, the Customers are not violating any applicable law, regulation or public policy principle by executing transactions with iFunds; and
• (C). if iFunds agrees to accept any person introduced by the RP as its Customer, then such person will enter into a Customer Agreement with iFunds, whereupon he shall be treated as Customer of iFunds.

2.4. For the avoidance of any doubt, the RP shall not as part of its Services to iFunds hereunder:

• (A). be performing KYC and due diligence checks on the Customers;
• (B). be providing investment, legal or tax advice to the Customers or provision of explanations as to the contents or meaning of iFunds’s Customer Agreements or legal documents; or
• (C). be dealing with Customers’ complaints.

2.5. The RP shall not engage in other business for or on behalf of iFunds except as set forth in this Agreement without the prior written consent of iFunds.

2.6. The RP shall provide iFunds with all necessary and pertinent information with respect to each Customer.

3. Intellectual property

3.1 Subject to the terms and conditions of this Agreement, iFunds hereby grants to the RP, for the duration of this Agreement, 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 iFunds or otherwise obtained by the RP during the course of this Agreement (“Intellectual Property”);

3.2 Intellectual Property, regardless of the author, shall remain sole property of iFunds and shall be accounted for and returned by the RP to iFunds on demand. It is expressly understood that the license to the RP to the use or possession of Intellectual Property is to fulfil its obligations to us under this Agreement and the RP has no other right or proprietary interest in the Intellectual Property other than the license provided in this paragraph.

4. Confidentiality

4.1 The RP shall keep confidential all information it receives about iFunds’s business and activities, Customer information and this Agreement (the “Confidential Information”). This Clause shall survive the termination of this Agreement;

4.2 The RP shall not disclose, in whole or in part the Confidential Information to any individual or entity, except with the express prior written authorization of iFunds or the affected Customer;

4.3 The RP shall not use Confidential Information for any purpose other than in connection with this Agreement;

4.4 The RP acknowledges that the disclosure of the Confidential Information may cause irreparable damage to iFunds. If a disclosure occurs, the RP shall immediately notify iFunds and take all steps necessary to remedy such a disclosure of the Confidential Information.

5. Data Protection

5.1 Each Party undertakes to comply with the Data Protection Legislation in relation to any Client personal data that it receives.

5.2 The Introducer shall ensure that it obtains consent from each Client to the transfer of their personal data to the Firm for the purposes contemplated by this Agreement. The Introducer shall provide evidence of such consent to the Firm as soon as possible where requested to do so by the Firm.

6. Compensation

6.1 In consideration for the services provided by the RP under this Agreement, the RP shall be entitled to a fee (the “Fee”) on the business transacted through the Customer introduced by the RP for at the rates agreed in accordance with the terms as set out in the document attached as Appendix 1 as amended by iFunds from time to time;

6.2 iFunds shall not compensate the RP for transactions opened and closed in less than, or equal to 60 seconds.

6.3 iFunds shall credit the Fee (and any other returns) accrued on closed business into the RP wallet at the end of each month. The RP can view on his portal of the amount credited.

7. Notices

7.1 All notices or other communications under or in connection with this Agreement shall be given in writing and, unless otherwise stated, may be made by letter, facsimile or email. Any such notice shall be deemed to be given as follows:

• (a). If by letter, when delivered personally or on actual receipt; and
• (b). If by facsimile or email, when received in legible form.

7.2 However, a notice given in accordance with the above but received on a non-Business Day or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place;

• Address: Registered in Saint Lucia Number 2024-00154 Ground Floor, The Sotheby Building, Rodney Bay, Gros-Islet, Saint Lucia, P.O. Box 838, Castries.
• Email: ops@iFunds.io

8. Miscellaneous

(A). Entire Agreement; Amendment. This Agreement and its schedules constitute the entire agreement and understanding of the parties and supersede all prior agreements, arrangements and understanding between the parties. There have been no representations or statements, oral or written, that have been relied on by any party hereto, except those expressly set forth in this Agreement. This Agreement may be amended, modified or supplemented in writing by all the parties;

(B). Waivers. The failure of a party at any time or times to require performance of any provision of this Agreement shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty;

(C). Assignment. The RP shall not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without iFunds’s prior written consent;

d. Severability. If any provision of this Agreement is deemed to be invalid, illegal or unenforceable by a court of competent jurisdiction or other governmental authority, the remainder of this Agreement shall remain in full force and effect or shall be reasonably construed to carry out the intent of the parties as expressed herein. In such event the parties shall endeavor to replace the invalid or illegal clause with one which is valid, legal and achieves the same purpose and effect;

e. Counterparts. This Agreement shall be executed in two counterparts (scanned copies via email are acceptable). Each party shall be provided one signed copy of this Agreement.

9. No warranty

9.1 iFunds makes no warranties and representations, and expressly disclaims all warranties and representations, express or implied, including any implied warranties of fitness for a particular purpose, merchantability or otherwise with respect to this Agreement.

10. Limitation of Liability

10.1 Under no circumstances shall iFunds be liable for any special, indirect, incidental, or consequential damages of any kind or nature whatsoever, arising out of or in any way related to this agreement regardless of the legal theory upon which such claim for damages is based, even if iFunds had been advised of the possibility of such damages if such damages could have been reasonably foreseen. in no event shall iFunds’s liability under this agreement exceed the amount of the fee for the qualifying transaction.

11. Indemnity

RP agrees to indemnify, defend, and hold iFunds and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by RP.

12. Termination

12.1 This Agreement may be terminated by either Party giving to the other 30 days written notice to that effect;

12.2 iFunds shall be entitled to terminate this Agreement summarily, by notice in writing to the RP, and without further obligation to the RP, if the RP ceases, in iFunds’s reasonable opinion, to be fit and proper to introduce Customers, if it no longer holds the necessary authorisation, licence or consent to enable it to perform its obligations under this Agreement or if it is prevented for any reason from carrying out its activities hereunder;

12.3 The termination of this Agreement by iFunds:

• 1- I. shall be without prejudice to any outstanding or accrued obligations of iFunds, and
• 2- Does not affect the confidentially provided under Clause 4 of this Agreement.

12.4 iFunds reserves the right not to compensate the RP if iFunds reasonably believes that:

• (A). Trading transactions are opened and closed solely for the benefit of earning compensation for the RP.
• (B). Any form of market manipulation or market abuse may have taken place.
• (C). It is deemed that a significant portion of the RP‘s compensation is derived from trading on one account.
• (D). The total amount of the RP’s compensation from a trading account exceeds 60% of total net deposits for that specific account.

12.5 As from the termination of this Agreement,

• (A). the RP shall no longer have capacity to deal with iFunds and shall stop soliciting Customers for iFunds;
• (B). the RP shall also forthwith return to iFunds all documents, brochures, business cards, call reports or other material in the RP's possession relating to the RP’s services under this Agreement and all Confidential Information, within a period of 7 days beginning on the date of termination.

12.6 Notwithstanding any termination of this Agreement, the RP shall provide all information and assistance required by iFunds for the purpose of dealing with the Customers prior to such termination and shall take no action which may result in such Customers terminating or ceasing to develop their relationship with iFunds.