Affiliate Agreement

This Affiliate Agreement (the "Agreement") sets forth the terms and conditions regarding the Affiliate Program (the "Program") of Marketiva MM DOO ("Marketiva").

BY CLICKING ON THE "APPLY FOR AFFILIATE" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

1. Definitions: Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement.

"Affiliate-Driven Visitor" means a unique end-user who accesses the Marketiva Portal through an Affiliate Link on the Affiliate Site, or a unique end-user who specifies an Affiliate Coupon during the account-opening process at Marketiva Portal.

"Affiliate-Driven New Client" means an Affiliate-Driven Visitor who opened Marketiva account for the first time and such account is not older than one (1) year, and who trades on Marketiva Trading Desk and purchases Marketiva's services.

"Affiliate Activity" means number of Affiliate-Driven New Clients per one (1) calendar year.

"Affiliate Coupon" means an alphanumeric code allocated to Affiliate by Marketiva that Affiliate can distribute to potential clients by e-mail allowing Marketiva to track Affiliate-Driven Visitors.

"Marketiva Portal" means the web site owned and operated by Marketiva, which provides market-related services and products, and which is located primarily at http://www.marketiva.com/, and any successors thereto.

"Marketiva Trading Desk" means the live, non-virtual trading desk(s) owned and operated by Marketiva, where clients can trade market instruments through a software application provided by Marketiva.

"Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

"Link" means a URL hidden behind a formatting option that may take the form of a colored item of text (such as a URL description), logo or image, "button" or graphic box, and which allows a user to automatically move to or between WWW pages, WWW sites or within a WWW document.

"Market Position" is a market position held by Affiliate-Driven New Client on Marketiva Trading Desk. "Open Market Position" is a Market Position that is still active (open). "Closed Market Position" is a Market Position that is closed (exited).

"Point Value" means amount equal to profit or loss in US dollars (excluding interest) on a Closed Market Position of an Affiliate-Driven New Client, divided by profit or loss in Points on the same Closed Market Position. One Point is the smallest increment in price of a market instrument. If such profit or loss in Points is less than or equal to four (4), the Point Value is zero (0) for the purpose of this Agreement.

2. Links and Coupons: Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to the Marketiva Portal at one (or more) web sites owned or operated by Affiliate (the "Affiliate Site") in no event later than five (5) business days following the receipt by Affiliate of an Acceptance Notice (as defined in Section 3 below). Marketiva will make available to Affiliate the Affiliate Link. Affiliate acknowledges that the Affiliate Link provided by Marketiva for inclusion in the Affiliate Site will include the Marketiva tradename, trademark, service mark and / or logo (the "Marketiva Brand Features"), and Affiliate has no right to alter, remove, or customize the Marketiva Brand Features. Affiliate will not use or display the Affiliate Link(s) or the Marketiva Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Marketiva, or the goodwill associated with the Marketiva Brand Features. Marketiva's Portal utilizes cookie technology to recognize Affiliate-Driven Visitors. Because visitors can delete or otherwise remove the cookie, Marketiva will provide a number of Affiliate Coupons to the Affiliate. The Affiliate can distribute the Affiliate Coupons to potential clients, which they will be asked to specify during the account-opening process on Marketiva Portal, making sure Marketiva Portal recognizes Affiliate-Driven Visitor.

3. No Obligation to Accept; Effectiveness of Agreement: Marketiva may refuse to enter into this Agreement for any reason, including, without limitation (a) if Affiliate Site promotes a product or service competitive to Marketiva ("Improper Promotion"); (b) if Affiliate Site (i) contains or links to any pornographic material, (ii) encourages illegal activity or discrimination, (iii) is regarded by Marketiva as inappropriate, or (iv) could result in liability or adverse publicity to Marketiva (collectively, "Improper Content"); or (c) if to do so would violate any applicable law, regulation or third party right. This Agreement will only become effective upon receipt by Affiliate of e-mail confirmation from Marketiva that Marketiva has accepted Affiliate into the Program (the "Acceptance Notice"). Following acceptance, Marketiva reserves the right to terminate this Agreement immediately upon notice to Affiliate if Affiliate Site contains any Improper Content or Improper Promotions.

4. Affiliate Obligations: Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party; (c) ensuring that the Affiliate Site does not contain any Improper Content; and (d) ensuring that the Affiliate Site does not engage in any Improper Promotion. Affiliate hereby agrees to indemnify and hold Marketiva harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site.

5. Payments: Marketiva shall pay to Affiliate one (1) Point Value for each Closed Market Position for each Affiliate-Driven New Client. The applicable amounts payable to Affiliate by Marketiva pursuant to this Section shall be referred to as "Commissions" for purposes of this Agreement. No Commissions shall be payable if an Affiliate-Driven Visitor leaves the Marketiva Portal without opening Marketiva account and later returns to the Marketiva Portal to open Marketiva account via any method other than through an Affiliate Link or by using an Affiliate Coupon. Within forty-five (45) days following the end of each calendar month, Marketiva will provide the Commissions for such month to Affiliate, along with a summary report showing the calculation of the Commissions for such month; provided, however, that no payment shall be due in any month in which the total Commissions owed to Affiliate is less than 25.00 US dollars, and such amount will be carried over and paid in the next month in which the aggregate Commissions owed equals or exceeds 25.00 US dollars.

6. License Grant: Marketiva hereby grants to Affiliate a limited, non-exclusive, royalty-free, non-transferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the Marketiva Brand Features at the Affiliate Site, solely as incorporated into the Affiliate Link(s) and solely in the form delivered by Marketiva.

7. Reservation of Rights: Marketiva reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Marketiva retains all right, title, and interest in and to the Marketiva Brand Features, Marketiva Trading Desk and the Marketiva Portal, together with all Intellectual Property Rights thereto.

8. Program Information: Marketiva will own all right, title and interest in and to all information that is created or collected in the operation of the Marketiva Portal and Marketiva Trading Desk including, without limitation: (i) any contact information collected from any Affiliate-Driven Visitors, (the "Contact Information"); and (ii) any information collected about click-through rates and service and product sales at the Marketiva Portal, generated through the Affiliate Link(s) (the "Sales Information"); and (iii) any information collected about trading on Marketiva Trading Desk, generated by any Affiliate-Driven Visitors (the "Trading Information"). Marketiva will make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without Marketiva's prior approval. Subject to the terms and conditions of this Agreement, Marketiva grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section.

9. Termination: This Agreement will begin upon the acceptance of the Affiliate application and will end on the date this agreement is terminated by either party. Except as otherwise explicitly provided in this Agreement, this Agreement may be terminated by either party upon two (2) days written notice to the other party. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Links(s) from Affiliate Site; (iii) Marketiva will pay Affiliate any accrued and unpaid Commissions; and (iv) Sections 11, 12, 14, and 15, and this sentence will survive. Without limiting the foregoing, Affiliate acknowledges that Marketiva will, once per each calendar year, evaluate Affiliate Activity and if the Affiliate Activity is not satisfactory, according to criteria set by Marketiva in Marketiva's sole discretion, Marketiva will terminate this Agreement.

10. Modification: At any time and in Marketiva's sole discretion, Marketiva may modify any of the terms and conditions contained in this Agreement, with or without notice to Affiliate, by posting such changes on the Marketiva Portal. Affiliate is responsible for regularly reviewing these terms and conditions for any modifications and agrees to be bound by the same. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY MODIFICATION OF THIS AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

11. Disclaimer: THE Marketiva PORTAL, THE Marketiva TRADING DESK AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND Marketiva EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE Marketiva PORTAL, THE Marketiva TRADING DESK AND RELATED SERVICES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

12. Limitation of Liability: UNDER NO CIRCUMSTANCES WILL Marketiva BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, Marketiva'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED 5% OF THE TOTAL COMMISSIONS PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

13. Authority: If the person entering into this Agreement is acting on behalf of his or her company, such person represents to Marketiva that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold Marketiva harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section.

14. Miscellaneous: Both parties hereby submit to the jurisdiction of the courts in the Republic of Montenegro. This Agreement shall be interpreted in accordance with the laws of the Republic of Montenegro without reference to conflicts of laws provisions, and any legal proceeding arising out of this Agreement will occur within geographical location Marketiva chooses, in its sole discretion. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Marketiva and Affiliate with respect to the subject matter hereof, and supersedes all prior and / or contemporaneous agreements or understandings, written or oral, between Marketiva and Affiliate with respect to the subject matter hereof. Affiliate may not assign all or any part of this Agreement without Marketiva's prior written consent. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.

15. Notice: Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice hereunder will be directed to the parties at their respective e-mail addresses.

A. ADDITIONAL DISCLAIMERS

a) No Churning: Affiliate agrees and acknowledges that the Program provided by Marketiva to Affiliate hereunder prohibits the practice commonly known as "churning" ("Churning"). Churning is the practice of executing trades through a misrepresented Affiliate-Driven New Client account and / or for benefit of a misrepresented Affiliate account in order to generate Commissions. In the event of Affiliate employing the Churning practice, Affiliate agrees and acknowledges that Marketiva may in Marketiva's sole discretion take one or more, or any portion of, the following actions: (i) close Affiliate's account; (ii) suspend Affiliate's account for an indefinite period of time; (iii) carry out an investigation on Affiliate's account for an indefinite period of time; (iv) charge a penalty fee to Affiliate in the same or greater amount of money that resulted from usage of Churning practice.

b) Related Trader: Affiliate agrees and acknowledges that Marketiva may remove an Affiliate-Driven New Client ("Related Trader") from the Affiliate's group of Affiliate-Driven New Clients and stop considering Related Trader as an Affiliate-Driven New Client for purposes of this Agreement, in the following cases: (i) Related Trader accesses Marketiva's services using the same computer as the Affiliate; (ii) Related Trader is a close relative of the Affiliate; (iii) Related Trader is creating an excessive number of Closed Market Positions generating unusually high Commissions for the Affiliate; (iv) Related Trader is in breach of Marketiva's Service Agreement.

c) Zero Activity: Affiliate agrees and acknowledges that Marketiva shall terminate this Agreement without a notice if ninety (90) days after this Agreement commenced Affiliate does not have at least one (1) Affiliate-Driven New Client. Marketiva shall consider the Affiliate abandoned the Affiliate's account and such Affiliate's account shall be deleted.