SURGETRADER AFFILIATE AGREEMENT

This Sales Affiliate Agreement (the “Agreement) is entered into this day by and between, SurgeTrader, LLC, a Delaware limited liability with its principal office located at 405 5th Avenue S, Naples, Florida 34102  (the “Firm”); and the Affiliate (the “Affiliate”) (Collectively, the “Parties” or individually as “Party”).

 

RECITALS

 

Whereas, the Firm is engaged in the research, development and creation of customized trading software solutions for traders and brokers situated worldwide, focusing on creating automated streamlining processes using custom applications and scripts, code review and analysis.  As set forth in greater detail below, the Firm will provide the Affiliate with compensation set forth in the Fee Schedule attached hereto as “Schedule 1” and in exchange, the Affiliate shall refer to Firm potential clients to the Firm; and,

 

WHEREAS, the Affiliate wishes to supply the Firm with clients; and,

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by Firm and the Affiliate as follows:

 

ARTICLE I - Definitions

 

The following definitions and rules of interpretation apply to this Agreement:

 

Section 1.1      Definitions.

 

(a) Business Day: a calendar day other than Saturday, Sunday or Federal holiday in Florida, USA in which banking institutions situated in Florida are open for business.

 

(b) Affiliate Account: Shall mean the Affiliate's account with the Firm in respect of the Services.

 

(c) Affiliate Content: Shall mean:

 

  1. all text, information, data, software, executable code, images, audio or video material, in whatever medium or form, inputted by the Affiliate, Authorized Users or the Firm on the Affiliate's behalf for the purpose of using, developing, using or maintaining the Services or facilitating the Affiliate's or any End-User's use of the Services; and,

  2. All End-User Content, to the exclusion of any and all authentication information provided in relation to the Affiliate Account. 

 

(d) Effective Date: Shall mean the date of this Agreement as set forth above.

 

(e) End User: Shall mean any person or entity the Affiliate refers to use the Firm.  For avoidance of doubt, End Users shall be considered clients of the Firm.

 

(f) End-User Content: Shall mean:

 

  1. all text, information, data, images, audio or video material, in whatever medium or form, inputted by any End-User in relation to the use of the Services; and 

  2. all information related to any End-User that is processed or stored by the Services but excluding all authentication information provided in relation to any End-User Account.

 

(g) Error: Shall mean a perceived error.

 

(h) Fees: Shall mean the fees determined from time to time in accordance with the Fee Schedule rates set out in Schedule 1 attached hereto.

 

(i) Intellectual Property Rights: Shall mean patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.

 

(j) Mark Guidelines: Shall mean the mark guidelines as may be notified to the Affiliate from time to time and those set forth in Schedule 3 to this Agreement.

 

(k) Marks: Shall mean:

 

  1. Any trademarks, trade names, service marks, trade dress, logos, URLs and domain names; 

  2. Any identifying slogans and symbols; 

  3. Any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and the "look and feel", of a Party to this Agreement, whether or not registered. 

  4. Normal Business Hours: Shall mean from 9:00 am to 6:00 pm Eastern Standard Time.

  5. Private Label: Shall mean the provision of technologies under this Agreement.

  6. Services: Shall mean the services as set forth in this Agreement including but not limited to those set forth in “Schedule 2” to this Agreement.

  7. Software: Shall mean the online software applications and tools obtained by the Firm from time to time as part of the Services, including any updates which may be made to such applications and tools from time to time.

 

  1. Virus: Shall mean anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

 

            Section 1.2      Affiliate Reference.    A reference to an Affiliate shall include any affiliate, corporation or other body corporate, wherever and however incorporated or established related to the Affiliate.

Section 1.4 .A reference to a statute or statutory provision is a reference to it as it is in force as at the date of thisAgreement.

Section 1.5 .Any reference to a statute or statutory provision shall include all subordinate legislation made as at the dateof thisAgreementunderthat statute orstatutoryprovision.

Section 1.6 . References to articles and schedules are to the articles and schedules of this Agreement; references tosectionsareto sectionoftherelevantscheduleto this Agreement.

Section 1.7 . If there is an inconsistency between any of the provisions of this Agreement and the terms and conditionslocatedon any other document,theprovisionsofthisAgreementshallprevail.Ifthereisaninconsistencybetweenany the provisions in the main body of this Agreement and the terms and conditions set out in any scheduletothisAgreement,theprovisionsin themain bodyofthis Agreementshallprevail.

 

ARTICLE II

Representations & Warranties.

 

            Section 2.1      Representations and Warranties of the Firm.  The Firm represents and warrants to, and covenants with, the Affiliate the following:

            (a)        Organization, Existence, and Good Standing.  The Firm is a duly organized limited liability company, validly existing, and in good standing under the Laws of the State of Delaware, and the to the best knowledge of the Firm, it is duly qualified to transact business inside and outside the State of Delaware.

            (b)        Authority for Agreement; Authorization.  To the best knowledge of the Firm, the Firm has the capacity, power, and authority to enter into, and perform its obligations under this Agreement, and to carry out the transactions contemplated hereby.

            (c)        No Conflicts.  To the best knowledge of the Firm, the execution and delivery of this Agreement does not conflict with or result in any violation of or default under any mortgage, indenture, lease, loan or credit agreement, or other agreement, instrument, applicable law, or license applicable to the Firm, or any order that affects or binds the Firm.

            (d)       Litigation.  To the best knowledge of the Firm, there is no litigation to which the Firm is a party pending or, threatened that involves or could involve the validity of this Agreement or of any action taken or to be taken by the Firm in connection herewith.

            (e)        Compliance with Laws.  To the best knowledge of the Firm: (i) The Firm is in compliance in all material respects with each Law applicable to the provision of Services, (ii) No event has occurred or circumstance presently exists that resulted in a violation by the Firm of, or a failure on the part of the Firm to comply with, any Law relating to the Services, or may give rise to any obligation on the part of the Firm to undertake, or to bear all or any portion of the cost of, any remedial action with respect to the Services.

            (f)        Disclosure.      Neither this Agreement, or other information furnished or to be furnished by Firm in connection with this Agreement and the transactions contemplated hereby contain or will contain any untrue statement of a material fact or will omit to state a material fact necessary to make the statements made, considering the circumstances in which they are made, not misleading.

            Section 2.2      Representations and Warranties of the Affiliate.  The Affiliate represents and warrants to the Firm, as follows:

            (a)        Organization, Existence, and Good Standing.  The Affiliate is duly qualified to transact the business contemplated under this Agreement

 

            (b)        Authority for Agreement.  The Affiliate has the requisite legal power and authority to execute and deliver this Agreement, to perform the Affiliate’s obligations hereunder, and to consummate the transactions contemplated in this Agreement, all of which have been duly authorized and approved by all necessary company action and for which, no approval or consent of any Person or Governmental Authority is required that has not been obtained, and, no filing or other notification to any Person or Governmental Authority is required that has not been properly completed.  This Agreement constitutes the valid and legally binding obligation of the Affiliate, enforceable in accordance with its terms.

            (d)       Litigation.  There is no litigation to which the Affiliate is, or is threatened to be, a party pending or, threatened that involves or could involve the validity of this Agreement or of any action taken or to be taken by the Affiliate in connection herewith.

             (e)       Brokers, Finders, Etc.  All negotiations relating to this Agreement and the transactions contemplated herein have been carried on without the participation of any Person acting on behalf of the Affiliate in such manner as to give rise to any valid claim against the Affiliate or the Firm for any brokerage or finder’s commission, fee, or similar compensation.

            (f)        Compliance with Laws.  The Affiliate is in compliance in all material respects with each Law applicable to the provision of Assessment Service, no event has occurred or circumstance presently exists that (with or without notice or lapse of time, or both) may constitute or result in a violation by the Affiliate of, or a failure on the part of the Affiliate to comply with, any Law relating to the Services, or may give rise to any obligation on the part of the Affiliate to undertake, or to bear all or any portion of the cost of, any remedial action with respect to the Services.

ARTICLE III

Term; Termination.

           

            Section 3.1      Term & Automatic Renewal. The term of this Agreement shall commence on the Effective Date (the “Term”). Either party may terminate this agreement upon ninety (90) days written notice to the other party.  In the event the Agreement is terminated by the Firm, the Affiliate shall continue to be paid in accordance with Schedule 1 for 12 months after termination, provided that the Affiliate is not otherwise in breach of this Agreement and the payment of such fees does not violate any law or regulation to which either party is subject.

 

            Section 3.2      Termination.   Without prejudicing the rights and remedies of the Firm, the Agreement shall immediately terminate, in the Technology Prover’s sole discretion, upon the occurrence of one or more of the following events:

  1. The Affiliate commits a material breach of this Agreement, the meaning of which shall solely be decided by the Firm and the Affiliate cannot remedy the material breach, within 20 (twenty) calendar days from the date of issuance of Notice of default by the Firm;

  2. This Agreement may be terminated immediately upon written notice if either Party: (i) has any professional license required by applicable law or this Agreement suspended, restricted, or revoked; (ii) is adjudicated insolvent or bankrupt or makes any assignment of its assets for the benefit of its creditor, a receiver, liquidator, or any trustee in bankruptcy; (iii) fails to discharge within thirty (30) days from filing, any involuntary petition in bankruptcy; or (iv) institutes any proceedings under federal or state insolvency laws seeking relief, reorganization, or discharge of any of its debts; or,

  3. Notwithstanding the terms set forth in Section 3.1 of this Agreement, The Firm reserves the exclusive right to terminate this Agreement, at any time, for any reason, without justification or notice to the Affiliate.

 

ARTICLE IV

Indemnification.

 

Section 4.1      Affiliate.  Firm shall indemnify and hold Affiliate harmless, as well as Affiliate’s officers, and directors, (collectively the “Indemnified Affiliate Parties”) against any and all claims, causes of action, judgments, losses, damages, costs, expenses, and all other liability of whatever form or nature, including, but not limited to, reasonable attorney’s fees and other costs of legal defense, that any of the Indemnified Affiliate Parties may sustain or incur, directly, as a result of intentional wrongful acts by Firm, its representatives, directors, officers, employees, agents, successors (collectively the “Indemnifying Firm Parties”), including, without limitation, any of the Indemnifying Firm Parties’: (i) willful breach of any of the provisions of this Agreement; or (ii) intentional violation of any applicable law, regulation, or order.

 

Section 4.2      Firm. Affiliate shall indemnify and hold Firm harmless, as well as Firm’s officers, directors, employees, agents, successors, subcontractors, suppliers, and assigns (collectively the “Indemnified Firm Parties”) against any and all claims, causes of action, judgments, losses, damages, costs, expenses, and all other liability of whatever form or nature, including, but not limited to, attorney’s fees and other costs of legal defense through appeal, that any of the Indemnified Firm Parties may sustain or incur directly or indirectly, as a result of any acts by the Affiliate, its representatives, directors, officers, employees, agents, successors or assigns (collectively, the “Indemnifying Affiliate Parties”), including, without limitation, any of the Indemnifying Affiliate Parties’: (i) breach of any of the provisions of this Agreement; (ii) Intentional tortious conduct; (iii) misrepresentations or false statements about Firm Parties, its services not specifically authorized herein or otherwise in writing; and/or (iv) violation of any applicable law, regulation, or orders.

ARTICLE V

Limited Disclaimer of Warranty; Force Majeure

 

UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, TECHNOLOGY PROVIDER SHALL NOT BE LIABLE TO CLIENT FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES TO CLIENT’S PROPERTY, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BASED ON A THEORY OF PRODUCTS LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OF MERCHANTABILITY, TRADEMARK, COPYRIGHT OR PATENT INFRINGEMENT.

 

Further, neither Party shall be liable for, or will be considered to be in breach of or default under this Agreement if any force majeure event occurs, such as pandemic, flood, hurricane, famine, casualty, the affected Party will give prompt written notice to the other Party under the terms of this Agreement, and will use commercially reasonable efforts to minimize the impact of the event. The notification will provide evidence of the force majeure to the satisfaction of the other Party.  

 

ARTICLE VI

Confidentiality; Restrictive covenants; Independent Contractor Relationship.

 

Section 6.1  Absence of Third Party Agreement. By executing this Agreement, Affiliate certifies to Firm that Affiliate has not executed an agreement with a third party, or potential competitor of Firm, restricting Affiliate’s ability to perform under the terms and conditions enumerated in this Agreement (hereinafter, “Restrictive Agreement”).  In the event Affiliate is a signatory to a Restrictive Agreement, then Affiliate must disclose to Firm the existence of the Restrictive Agreement and turnover a fully executed copy of the Restrictive Agreement immediately.  The Parties agree full disclosure of the documents contemplated under this Section 6.1, is a condition precedent to entering in this Agreement and failure to perform under this Section 6.1 of this Agreement, then the Affiliate shall be terminated immediately. Further, Affiliate agrees to fully indemnify Firm from any claim by any former client, its affiliates, successors and heirs to involving any third parties claims against the Firm involving Affiliate’s present relationship with the Firm, involving any valid Restrictive Agreements entered into by Affiliate and a previous third party.

 

(a)        Independent Contractor: The Affiliate shall perform its duties and otherwise conduct its business as an independent contractor and not as an employee or agent of the Firm.  The Firm and the Affiliate acknowledge that neither the Firm nor any of its officers or employees is an officer, director or agent of the Affiliate; it is not, and will not be, responsible for any management decisions on behalf of the Affiliate and the Affiliate may not commit the Firm to any action. The Parties hereto understand and acknowledge that this Agreement shall not create or imply any agency relationship among the Parties, except when a commitment has been specifically authorized in writing by the Firm.

 

Section 6.2      Return of Materials. Upon the written request of the Firm and, in any event, immediately upon the termination of this Agreement, Affiliate will return to the Firm all documents and materials pertaining to the Firm’s business and Affiliate’s contract (including all copies thereof), including without limitation, all materials and copies thereof relating to any Confidential Information of the Firm’s.

 

Section 6.3      Technology. Affiliate agrees that it shall not use any technology which is the property of the Firm for any purpose other than the purpose consistent with the Agreement. Additionally, Affiliate shall confirm in writing of its compliance of the Affiliate’s directives under any section pertaining to the use of Firm’s Services and products that are created therefrom upon written request by Firm.

 

Section 6.4      Confidential Information. As used in this Agreement, the term “Confidential Information” shall include but not be limited to facts, opinions, conclusions, projections, records, lists, data, information, trade secrets, domains, passwords, methods, algorithms, intellectual property, or know-how relating to any development, research, project, work in process, future development, engineering, manufacturing, methods of determination of prices, trader portals, marketing, profits, sales, net income, indebtedness, or other financial or personnel matter relating to the Firm’s Services, or its respective present or future products, services, sales, end users, employees, strategic partners. investors, prospects, markets or Firm’s business generally, whether communicated orally or in writing or obtained by Affiliate or through observation or examination of Firm’s procedures or obtained during the term of this Agreement and thereafter. During the Term hereof, the Parties shall use each other’s Confidential Information only to the extent that such use is reasonably necessary to carry out the intent of this Agreement. All other uses of the Firm’s Confidential Information shall be strictly prohibited, except as otherwise agreed in writing.

 

Section 6.5       Injunctive Relief.      In the event of an Affiliate’s breach or threatened breach of this Article 6, the Firm shall be entitled to injunctive relief to restrain the breaching party from disclosing, whether in whole or in part, the Confidential Information of the other, without the necessity of posting bond or other security. The Parties agree that a breach of this Article 6 would cause the party whose Confidential Information is being disclosed or threatened to be disclosed irreparable harm in an amount that is virtually impossible to ascertain. The remedies under this Article 6 shall be in addition to any other remedy available to the Firm under the law or in equity.

 

            Section 6.6      Exclusions.  Notwithstanding any of the foregoing, neither party shall be liable to the other, under this Agreement or otherwise, with respect to the disclosure and/or use of any of the other’s Confidential Information, provided that the disclosing party can establish that the Confidential Information:

(i) has become generally known or available to the public without breach of this Agreement;

(ii) was known by the receiving party before receiving such information from the disclosing party;

(iii) has become known by, or has been made available to, the disclosing party through an independent third-party source, provided that the disclosing party had no knowledge as to any breach of confidentiality committed by such third-party source, prior to the disclosure by the disclosing party;

 

(iv) was received with a written statement providing that the Confidential Information was conveyed without any restrictions on disclosures; or

(v) has been approved for release or use by the prior written authorization of the Firm.

Section 6.7 . The Parties hereby acknowledge that irreparable injury and damage will result to the Firm from the unauthorized disclosure of any Confidential Information to third parties by the Affiliate, as well as from the utilization of the Confidential Information for any purposes other than those contemplated in this Agreement. The Parties therefore agree as follows:

(i) Affiliate shall hold the Confidential Information in strict confidence;

(ii) Affiliate shall not disclose the other’s Confidential Information to any third party, except as specifically authorized herein or as specifically authorized by the Firm in writing;

(iii) Affiliate shall use reasonable precautions including, without limitation, the protection of documents from theft, unauthorized duplication, ransomware, and discovery of contents, and restrictions to access thereof by other persons; and,

(iv) The Affiliate shall not use the Firm’s Confidential Information for any purpose other than may be required under this Agreement from time to time.

 

Section 6.8      Brief-Forfeiture. Affiliate acknowledges that the consideration for this Agreement is significant, and that Affiliate’s breach of any section hereof shall gravely affect the effective and successful conduct of the business of Firm.  Any breach of the terms of this Agreement is a material breach of this Agreement, from which Affiliate may be enjoined and for which Affiliate shall also pay to Firm all damages (including but not limited to compensatory, incidental, consequential and lost profits damages), which arise from such breach, together with interest, costs and Firm’s reasonable attorney’s fees to enforce this Agreement.  Without limiting the alternatives available to Firm, such damages and attorney fees may be recovered by Firm, as well as the forfeiture of any profits Affiliate may obtain from breaching this Agreement.  In addition, Affiliate understands that if Affiliate breaches the terms of this Agreement while Affiliate is still engaged with Firm, and Firm in its sole discretion, may take any action as it deems appropriate, up to, and including the termination of this Agreement.  The covenants set forth herein shall be construed as agreements independent of any other provision in any other agreement by, between, among, of affecting Firm and Affiliate, and the existence of any claim or cause of action of Firm against the Affiliate, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of this Agreement.

 

ARTICLE VII

Miscellaneous.

 

Section 7.1      Notices.  Any and all notices required or permitted under this Agreement shall be in writing and shall be personally delivered, sent by registered mail, a recognized overnight delivery service, or by other means which affords the sender evidence of delivery, or of rejected delivery, to the respective parties at the addresses shown below, unless and until a different address has been designated by written notice to the other party.  Any notice by a means which affords the sender evidence of delivery, or rejected delivery, shall be deemed to have been given at the date and time of receipt or rejected delivery.

 

           

            Section 7.2      Other Instruments.  The Parties covenant and agree that they will execute any further instruments and/or documents as are, or may become, reasonably necessary or convenient to effectuate and carry out the purposes and provisions of this Agreement.

 

            Section 7.3      Choice of Law; Jurisdiction; and Prevailing Party.  This Agreement shall be treated as though it were executed and performed in Naples, Florida and shall be governed by and construed in accordance with the laws of the State of Florida (without regard to conflict of law principles).  Should a dispute arise concerning the terms and conditions of this Agreement or the breach of same by either party hereto, the Parties agree to submit their dispute to courts of competent jurisdiction in Collier County, Florida only.  Any award rendered shall be final and conclusive to the Parties and a judgment thereon may be entered in any court of competent jurisdiction.  Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending any other outcome in litigation.  The prevailing party in any disputes arising out of this Agreement shall be entitled to recovery of reasonable attorney’s fees and costs from the date of breach through appeal.

 

            Section 7.4      Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements by and between the Parties as well as all proposals, oral or written, and all negotiations, conversations or discussions heretofore between the Parties related to this Agreement.

 

Section 7.5      Recitals.  The Recitals stated above are true and correct as of the date hereof and are hereby incorporated by reference herein.

 

Section 7.6      No Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with the waiver or estoppel.  No written waiver shall be deemed a continuing waiver unless specifically stated therein, and each waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of the term or condition for the future or as to any act other than that specifically waived.

 

Section 7.7      Binding Effect; Successors; Non-Assignment.  This Agreement shall be binding upon, and inure to the benefit of, Firm and its successors and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of Firm’s assets and business.  The interests of the Affiliate shall not be assignable without the written consent of the Firm, nor may Affiliate enter involuntarily assign, alienate or encumber its rights as set forth in this Agreement.

 

Section 7.8      Survival. The termination of this Agreement shall not affect any accrued rights or liabilities of either party or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.

 

Section 7.9      Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement and the provisions held to be invalid or unenforceable shall be deemed amended in such a manner as to render them enforceable and to effectuate as nearly as possible the original intentions of the parties.

 

Section 7.10    Interpretation. The Parties each acknowledges that this Agreement was fully negotiated by the Parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

 

Section 7.11    Construction; Ambiguities. Each Party has been given an opportunity to have an attorney of its choice review and advice that Party of the effect and meaning of this Agreement and has thoroughly reviewed the Agreement.  Accordingly, this Agreement shall not be interpreted or construed more strictly against the party causing this Agreement to be drafted.  It is agreed and understood that the general rule that ambiguities are to be construed against the drafter shall not apply to this Agreement.  If any language of this Agreement is found to be ambiguous, each Party shall have an opportunity to present evidence as to the actual intent of the Parties with respect to any such ambiguous language.

 

Section 7.12    Headings. Section headings used herein are for convenience only and shall not affect the interpretation or the construction of this Agreement or of any provision hereof.

 

Section 7.13    Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural and the neuter shall include the masculine or feminine gender, and vice versa.

 

Section 7.14    Counterparts. This Agreement may be executed and delivered in hard copy or electronically in counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same instrument.  Transmission by telecopy of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

 

Section 7.15    Knowing and Voluntary. The Parties each acknowledge and represent that they have carefully read and understand all the provisions of this Agreement, and the terms and conditions set forth in this Agreement.  The Parties further acknowledge and represent that they enter into this Agreement freely, knowingly, and without coercion and based on their own judgment.  Each Party has been given an opportunity to have an attorney of its choice review and advise that Party of the effect and meaning of this Agreement.  The only promises made to any Party about this Agreement, and to sign this Agreement, are contained in this Agreement.  The Parties are signing this Agreement voluntarily.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

 

FIRM:

AFFILIATE:

 

 

___________________________

SurgeTrader, LLC

 

 

 

_________________________________

By:  _____________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule 1

Fee rates, Payment And Services.

 

Affiliate shall receive 20% of all initial Audition fees. The Affiliate shall also receive:

 

  1. An affiliate link to directly refer End-Users

 

  1. Access to an administrative affiliate portal for tracking visitors, leads and purchases.

 

Firm will remit commission payment to Affiliate on the first week of every month via PayPal.