Marketing Services Agreement
This Marketing Services Agreement is entered into by and between TC Systems FZE with its registered office at B. C. 1301563, Ajman Free Zone, C1 Building, Ajman, UAE (“ThinkCapital”), and the party whose details are set out in the Schedule to this Agreement (the “Marketing Services Provider”, alternatively “Partner”).
This Marketing Services Agreement is entered into as of the date set out in the Schedule to this Agreement (the “Effective Date”).
ThinkCapital and Marketing Services Provider shall collectively hereinafter be referred to as the “parties” or individually as a “party”.
WHEREAS, ThinkCapital and the Marketing Services Provider wish to enter into this Agreement pursuant to which the Marketing Services Provider shall promote their services and refer prospective customers to ThinkCapital on the terms of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, do hereby agree as follows:
AGREED TERMS
1. Definitions and interpretation
1.1 In this Agreement, unless the context otherwise requires:
Account: means a customer trading account with ThinkCapital.
Account Management System: the password- protected, account management and/or administrative system offered by ThinkCapital in connection with Marketing Services Prospects’ Accounts as an additional service enabling the Marketing Services Provider to view
account and order details relating to Marketing Services Prospects and for so long as the Marketing Services Provider is authorised by a Marketing Services Prospects.
Affiliates: each and any subsidiary, affiliate, or holding company of ThinkCapital.
Applicable Regulations: means all relevant laws, rules and regulations in force in the United Arab Emirates (UAE) and/or in force in each jurisdiction within which the Marketing Services Provider shall at any time undertake its marketing services and activities under this Agreement, in each case as applicable from time to time.
Associate: means a family member, friend or other associate of the Marketing Services Provider, and includes any person who has the same personal information, IP address, physical or mailing address, telephone number, email address or passport details as the Marketing
Services Provider.
Associated Costs: include but may not be limited to any and all costs associated with client trading, including any credits, bonus incentives or promotional amounts given to a client, processing charges, hedging costs, administration fees, charge backs, extraordinary costs, any un-collected revenue attributable to a client or marketing fees or payments made to third parties, or directly attributable marketing costs.
Business Day: a day other than a Saturday, Sunday or public holiday in the United Arab Emirates when banks are open for business.
Client Agreement: means ThinkCapital’ terms and policies as amended from time to time relating to the provision of products and services by ThinkCapital to Marketing Services
Prospects.
Commission: has the meaning set out in clause 3.1 and Schedule 1.
Confidential Information: means (i) any and all information concerning either party which has been or is, in the future, furnished by such party or any of its representatives, to the other party or any of its representatives, orally, electronically, in writing or otherwise, including, without limitation, information concerning its subsidiaries, businesses, operations, markets, products, product specifications, designs, documentation, technical data, trade secrets, processes, computer programs (in object or source code form), know-how, research and development, financial condition, strategies, marketing information, contracts, customers, white label partners, Marketing Services Providers, employees and prospects, (ii) any and all notes, analyses, compilations, studies or other documents prepared by either party or any of their representatives containing or reflecting any Confidential Information described in (i), above, and (iii) any information provided to Marketing Service Provider pursuant to clause 2.4.
Governmental Authority: means any national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any self- regulatory organization, authority, agency or
body, or any quasi-governmental entity established to perform any of such functions.
Intellectual Property Rights: copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to preserve the confidentiality of
information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered, including all applications for (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.
Marketing Services Prospects: has the meaning set out at clause 2.2.
Marketing Materials: means any and all ThinkCapital issued or approved marketing and promotional materials from time to time, created by or at the direction of ThinkCapital [or
any of its Affiliates] for the purpose of marketing the ThinkCapital business and/or services.
Necessary Licences: all licences required to be obtained by the Marketing Services Provider under all Applicable Regulations to enable the Marketing Services Provider to undertake its
marketing services and otherwise provide its services under this Agreement. Term: means the period from the Effective Date until termination of this Agreement as set out in clause 10.
Transactions: any trade, contract, position or order placed by a Marketing Services Prospects pursuant to a Client Agreement with ThinkCapital or one of its Affiliates.
VAT: value added tax, services tax and/or any other similar taxes, charges, duties or other levies payable under any Applicable Regulations.
Unless the context otherwise requires:
1.2.1 a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
1.2.2 words in the singular shall include the plural and in the plural shall include the singular;
1.2.3 a reference to one gender shall include a reference to the other genders; and
1.2.4 any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2 Clause and Schedule headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.4 In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the Schedule, the provision in the body of this Agreement shall take precedence.
1.5 References to clauses and to the Schedule are to the clauses and the Schedule of this Agreement.
1.6 The Schedule forms part of this Agreement and shall have effect as if set out in full in the
body of this Agreement. Any reference to this Agreement includes the Schedule.
2. Marketing Services Prospects
2.1 Marketing Services Provider hereby agrees to promote ThinkCapital’ business and refer prospective customers to ThinkCapital for the purpose of opening an Account and those
customers entering Transactions with ThinkCapital.
2.2 New customers marketed to ThinkCapital by the Marketing Services Provider that are accepted by ThinkCapital in accordance with ThinkCapital’ Account opening procedures as amended from time to time and that are not, and have not been in the past, a customer of ThinkCapital or any of its Affiliates are referred to in this Agreement as “Marketing Services Prospects”.
2.3 ThinkCapital shall deal with any Marketing Services Prospect as it sees fit and shall be entitled at any time to refuse to accept an applicant as a Marketing Services Prospect, refuse to accept instructions from any Marketing Services Prospects or refuse to enter into any Transactions and may close an Marketing Services Prospects’ account at any time without reference to the Marketing Services Provider.
2.4 ThinkCapital shall provide to the Marketing Services Provider details of Transactions for Marketing Services Prospects as it deems appropriate and necessary for the purposes of establishing and calculating the Commission due to the Marketing Services Provider subject to such disclosure being permitted under the Regulations and under the Client Agreement, including being in possession of a valid and binding consent from the Marketing Services Prospect for ThinkCapital to make such disclosure. The Marketing Services Provider acknowledges and agrees that any details of Transactions for Marketing Services Prospects and any records containing information concerning such Marketing Services Prospects provided to or generated by or on behalf of ThinkCapital are and shall be treated as (both during and after the Term) ThinkCapital’ Confidential Information.
2.5 The relationship between ThinkCapital and Marketing Services Prospects shall be regulated by the Client Agreement only and the Marketing Services Provider is not a contracting party to that agreement and shall have no rights in connection with or in relation to the Client Agreement and shall not in any way interfere with the Client Agreement or its operation.
2.6 In consideration of the revenues received from Marketing Services Prospects, ThinkCapital, acting in its absolute discretion, will supply the Marketing Services Provider with access to an Account Management System pursuant and subject to this Agreement for the purpose of establishing and calculating the Commission due under this Agreement.
2.7 In respect of the Account Management System, the Marketing Services Provider shall:
2.7.1 keep the username and password supplied by ThinkCapital
confidential, and immediately notify ThinkCapital if it becomes aware that unauthorised users are in possession of its username or password;
2.7.2 use the Account Management System only for the Marketing Services Provider’s business purposes specified under this Agreement only, and not misuse, neglect or otherwise interfere with the Account Management System;
2.7.3 not reproduce or transmit any Transaction or other information obtained from the Account Management System in any form without ThinkCapital’ prior written consent;
2.7.4 immediately notify ThinkCapital on becoming aware of any malfunction or error in any software provided as part of the Account Management System; and
2.7.5 at all times comply with any additional terms and conditions governing the use of an Account Management System as ThinkCapital may communicate from time to time in its sole discretion, as well as with all applicable Regulations.
2.8 In performing the activities set forth in this Agreement, Marketing Services Provider will have no authority to contract for or in the name of ThinkCapital or to bind ThinkCapital in any way. Marketing Services Provider will make no representations to prospective customers, Marketing Services Prospects or to any other person, with respect to ThinkCapital, its business or any Transactions that are not expressly authorised under this Agreement or that have not been previously approved, in writing, by ThinkCapital. Any
communications or actions of Marketing Services Provider that are not in conformity with this Agreement are expressly disavowed by ThinkCapital and are the sole responsibility of Marketing Services Provider. ThinkCapital does not accept responsibility for any act or
omission of Marketing Services Provider in carrying out its business or any activities under this Agreement.
3. Commission
3.1 In consideration of the Marketing Services Provider performing the services specified under this Agreement, ThinkCapital will pay to the Marketing Services Provider a fee in respect of Transactions entered into by ThinkCapital with Marketing Services Prospects during the Term and on the payment terms as set forth in the Schedule hereto (“Commission”), subject always to this clause
3.1 For the avoidance of doubt, ThinkCapital will not and shall be under no obligation to pay Commission to the Marketing Services Provider (under this Agreement or otherwise) other than as listed in the Schedule.
3.2 Unless the Marketing Services Provider notifies ThinkCapital within seven (7) Business Days of the application of the Commission that the Commission is incorrect due to an underpayment, the Marketing Services Provider agrees that such Commission will be
accepted as correct and not be subject to review absent manifest error.
3.3 The Marketing Services Provider acknowledges and agrees that the Commission received by the Marketing Services Provider pursuant to this Agreement fully compensates it for its obligations under this Agreement.
3.4 All payments made to the Marketing Services Provider under this Agreement are and are deemed to be inclusive of any VAT in respect thereof. The Marketing Services Provider shall account for any VAT due or payable in relation to any Commission and indemnify ThinkCapital and hold it harmless in relation to such VAT due or payable and any other liability arising in relation thereto.
3.5 ThinkCapital may set-off against any Commission or other payments due to Market Services Provider any amounts due or reasonably expected to be due to ThinkCapital by Market Services Provider under this Agreement.
4. Marketing Services Provider’s obligations
4.1 The Marketing Services Provider shall provide to ThinkCapital on the Effective Date and thereafter during the Term details and copies of any information and documents in respect of itself as ThinkCapital may reasonably require. Where there is any material change to any
of the information or documents (including in relation to the Marketing Services Provider’s ability to comply with its obligations under this Agreement), the Marketing Services Provider shall provide to ThinkCapital updated information and documents as soon as
practicable and in any case within three (3) Business Days.
4.2 In providing the services under this Agreement, the Marketing Services Provider will:
4.2.1 use its best endeavours to attract prospective customers for ThinkCapital;
4.2.2 act in accordance with good business practice;
4.2.3 follow and comply with all directions and policies reasonably provided by ThinkCapital from time to time;
4.2.4 use the Marketing Materials provided to it by ThinkCapital only for the purpose of providing the services under this Agreement, and only in accordance with
ThinkCapital’ instructions;
4.2.5 promptly give ThinkCapital access to information to the extent ThinkCapital requires to satisfy any Regulation, or to comply with any request or direction from any Governmental Authority; and
4.2.6 maintain any information gathered in accordance with this document on the Marketing Services Provider’s files for the relevant statutory period and make such information available to ThinkCapital on request.
4.3 The Marketing Services Provider must inform any person whom it markets to ThinkCapital under this Agreement:
4.3.1 that Transactions and products are offered by ThinkCapital and not the Marketing Services Provider;
4.3.2 of any matter ThinkCapital reasonably considers necessary for compliance by either or both of the parties with any Regulations, or notices, directions, orders, requirements or demands of any Governmental Authority to which either party is subject.
4.4 The Marketing Services Provider undertakes to ThinkCapital that it shall at all times:
4.4.1 comply with all Applicable Regulations and notify ThinkCapital promptly
if at any time it receives notice of any breach of Applicable Regulations or of any action to enforce any Applicable Regulations against Market Services Provider or if it otherwise becomes aware of any actual or likely breach of any Applicable Regulations; and
4.4.2 maintain all Necessary Licences, comply with the provisions or
restrictions set out in those Necessary Licences and provide copies of all Necessary Licences to ThinkCapital forthwith when requested to do so.
4.5 The Marketing Services Provider undertakes to ThinkCapital that it will not at any time:
4.5.1 misrepresent ThinkCapital or the services that are offered by ThinkCapital, including misrepresenting that the Marketing Services Provider or ThinkCapital will guarantee a Marketing Services Prospects’ loss, or limit the loss of any Marketing Services Prospect;
4.5.2 engage in misleading or deceptive conduct or use advertising that is misleading or deceptive;
4.5.3 amend or change all or any part of the Marketing Materials, prepare letters, publish material or place any advertisements that refer to ThinkCapital and its relationship with ThinkCapital without the prior written consent of ThinkCapital;
4.5.4 use the Marketing Materials or references to the ThinkCapital name or branding in any email marketing or promotional activity, on any third party website or in any way which is contrary to the direction or instruction of ThinkCapital, or for any purpose which is not related to the Marketing Services Provider’s obligations under this Agreement;
4.5.5 use unprincipled advertising to solicit clients. This includes, but is not limited to, approaching unsophisticated clients, or active promotion, spam or advertising on websites which ThinkCapital in its absolute discretion considers to be inappropriate; or
4.5.6 do any act or thing that would or might damage the standing or reputation of ThinkCapital.
5. Representations and warranties
5.1 ThinkCapital and the Marketing Services Provider each represents and warrants to the other party that:
5.1.1 it is not aware of anything which will, or might reasonably be expected to, prevent or impair it from performing all of its obligations under this Agreement, in the manner and at the times contemplated by this Agreement;
5.1.2 it acknowledges and agrees that ThinkCapital is not responsible for ensuring that it is properly licensed and/or authorised in the jurisdiction(s) governing its activities to do the acts contemplated by this Agreement which it in fact undertakes.
5.1.3 neither it nor any affiliate or associate of a person acting on behalf of that party is a person that is, or is owned or controlled by a person that is:
(a) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or
(b) located, organized or resident in a country or territory that is the
subject of Sanctions.
5.2 The parties each warrant and represent for themselves [for the benefit of the other] that:
5.2.1 (if the party is a company) it is duly organized and validly exists under the applicable laws of the jurisdiction of its organisation;
5.2.2 this Agreement has been duly executed by it and constitutes binding obligations on its part, enforceable against it in accordance with its terms; and
5.2.3 it may lawfully carry out and perform it obligations under and provide the services referred to in this Agreement under all Applicable Regulations.
6. Intellectual Property Rights
6.1 ThinkCapital hereby grants to the Marketing Services Provider for the Term a limited, nontransferable, non-exclusive and royalty free license to use the Marketing Materials for the sole purpose of complying with the Marketing Services Provider’s obligations under this Agreement.
6.2 The Marketing Services Provider acknowledges and agrees that:
6.2.1 the Intellectual Property Rights in the Marketing Materials are, and shall remain, the property of ThinkCapital;
6.2.2 nothing in this Agreement shall convey to the Marketing Services Provider any rights of ownership in the Marketing Materials; and
6.2.3 it will not take any action, or inaction, that would impair the value of, or goodwill associated with, the Marketing Materials.
7. Limitation of liability
7.1 Subject to clauses 7.2 and 8.2 below, ThinkCapital shall not in any circumstances have any liability for any losses, damages, charges or expenses which may be suffered by the Marketing Services Provider for any matter arising out of or in relation to this Agreement, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, including loss of profits, loss of business opportunity, special damage (even if ThinkCapital was aware of the circumstances in which such special damage could arise) or loss or corruption of data.
7.2 Nothing in this Agreement shall exclude or limit each party’s liability for:
(i) fraud or fraudulent misrepresentation;
(ii) death or personal injury caused by that party’s negligence; or
(iii) any liability which cannot be excluded by applicable law.
8. Indemnity
8.1 The Marketing Services Provider agrees to indemnify and keep indemnified and hold ThinkCapital, its directors, shareholders, officers, employees, agents and Affiliates (each, an “Indemnified Party”) harmless from and against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation an all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) that ThinkCapital or an Indemnified Party may suffer or incur arising out of or in connection with:
8.1.1 any act or omission of the Marketing Services Provider;
8.1.2 any breach by the Marketing Services Provider of its obligations under this Agreement;
8.1.3 any inaccuracy or misrepresentation in, or breach of, any of the representations or warranties made by the Marketing Services Provider under the agreement;
8.1.4 any fraud, negligence, wilful misconduct or wilful default in connection with the performance of the Marketing Services Provider’s obligations under this Agreement; or
8.1.5 9.1.5 any breach by Marketing Services Provider of any Applicable Regulations.
9. Term and termination
9.1 This Agreement will come into effect on the Effective Date and will continue in full force and effect until terminated in accordance with this clause 9.
9.2 ThinkCapital may terminate this Agreement at any time, with or without cause, and with no liability, by giving five (5) calendar days’ written notice to the Marketing Services Provider, and this Agreement shall be terminated at 5pm on the date of the expiry of that notice period.
9.3 The Marketing Services Provider may terminate this Agreement at any time by giving thirty (30) Business Days’ written notice to ThinkCapital and this Agreement shall be terminated at 5pm on the date of the expiry of that notice period.
9.4 Either party may terminate this Agreement with immediate effect by notice in writing if:
9.4.1 if any representation or warranty of the other party is untrue;
9.4.2 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) calendar days after being notified in writing to do so;
9.4.3 the continuation of this Agreement would mean that ThinkCapital and/or the Marketing Services Provider would be in breach or contravention of any of the Regulations; or
9.4.4 if liquidation, bankruptcy or similar proceedings relating to insolvency are filed or initiated by or against the other party.
9.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
9.6 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
9.7 On termination:
9.7.1 ThinkCapital shall pay Commission for any Transaction placed by Marketing Services Prospects prior to the date of termination.
9.7.2 the Marketing Services Provider shall immediately cease using the Marketing Materials whether in hard copy or electronically on any website, and promptly return all Marketing Materials to ThinkCapital; and
9.7.3 other than for Commission payable as set out in clause 3, the Marketing Services Provider acknowledges and agrees that it has no claim against ThinkCapital whatsoever and is not entitled to any compensation or claim arising from such termination.
10. Confidential Information and publicity
10.1 Each party and their affiliates, including their subsidiaries, related companies, officers, employees, advisors, agents, shareholders, and directors, (collectively, Related Parties) shall, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its Affiliates, professional advisors or as may be required by any law or any legal or Governmental Authority) any and all Confidential Information which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party and their Related Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such Confidential Information.
10.2 The Marketing Services Provider shall not issue, publish or distribute any advertisement, market letter, market research report or other sales or promotional literature or material (in whatever form) utilising or making reference to the name or services offered by
ThinkCapital, or any of its affiliates, without ThinkCapital’ prior written consent. The Marketing Services Provider is not authorised to respond on behalf of ThinkCapital to any
enquiries or requests for information or comment from the press relating to ThinkCapital
and the Marketing Services Provider shall not make any use of ThinkCapital’ name or make any statements about ThinkCapital without its prior written consent.
10.3 The obligations under this clause 10 will survive termination of this Agreement.
11. Non-Disparagement
11.1 The Parties and their Related Parties, covenant and agree that they shall not directly or indirectly disparage or say anything which may be harmful to the reputation of the other Party, or its products and services.
12. Notices
12.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
12.1.1 delivered by hand or by post or other next working day delivery service at its registered office or its principal place of business; or
12.1.2 sent by email to the email address set out in the Schedule.
12.2 Any notice shall be deemed to have been received:
12.2.1 if delivered by hand, on signature of a delivery receipt;
12.2.2 if sent by post or other next working day delivery service, at 9am on the tenth Business Day after posting or at the time recorded by the delivery service; or
12.2.3 if sent by email, at the time of transmission.
12.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13. Jurisdiction
13.1 This Agreement shall be governed by and construed in accordance with the laws in force in the United Arab Emirates without regard for its conflict of laws provisions. Any dispute that may arise in connection with this Agreement and/or any related agreements shall fall within the jurisdiction of the United Arab Emirate court having local jurisdiction.
14. Dispute Resolution
14.1 Except to the extent that this clause is inconsistent with the requirements of any legislative or regulatory regime, the dispute resolution process set out in this clause shall apply. The Parties shall use all reasonable endeavours to resolve any dispute arising in connection with this Agreement or any transactions there under.
14.2 Each Party agrees to co-operate in good faith to resolve the dispute as amicably as possible.
15. General
15.1 This Agreement constitutes the entire agreement between the parties and no earlier representation or agreement relating to any matter dealt with in this Agreement whether written, oral or implied will have any force or effect from the Effective Date.
15.2 This Agreement does not constitute an exclusive agreement between the parties and nothing in this Agreement shall preclude either party from committing to similar relationships with other persons.
15.3 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture or employer/employee relationship between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.4 Neither party will be liable to the other for any breach or failure to perform any of its obligations under this Agreement where such breach is caused by any cause beyond that party’s reasonable control (“Force Majeure Event”) provided that the affected party uses its best endeavours to mitigate the Force Majeure Event. If the Force Majeure Event continues for more than ten (10) days, the party not suffering the Force Majeure Event may terminate this Agreement immediately.
15.5 No delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence by either party in respect of any breach of the other party’s obligations under this Agreement is to operate as a waiver of or prevent the subsequent enforcement of that obligation or be deemed a delay, grant of time, release, compromise, forbearance(whether partial or otherwise) or other indulgence in respect of, or a waiver of, any subsequent or other breach.
15.6 The Parties acknowledge any breach or threatened breach of this Agreement will result in irreparable harm to the other Party for which damages would be an inadequate remedy. The Parties acknowledge and agree that the injured Party shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach. Such relief shall be in addition to that Party’s rights and remedies otherwise available at law.
15.7 ThinkCapital may assign any or all of its rights under this Agreement to any of its Affiliates, subsidiaries, or any other third party without the consent of the Marketing Services Provider.
15.8 The Marketing Services Provider may not assign any or all of its rights under this Agreement without the prior written consent of ThinkCapital.
15.9 Each party will sign all documents and do all things reasonably required by the other party to give effect to the terms and intentions of this Agreement.
15.10 If any provision of this Agreement is invalid or unenforceable, the provision shall be severed from the remainder of this Agreement and shall not render the remainder invalid or
unenforceable.
15.11 ThinkCapital may, in its sole discretion, make any amendments to this Agreement. Any such amendment(s) will apply and be binding on the Marketing Services Provider on and from the effective date specified in that notice. The Marketing Services Provider shall not make any amendments to this Agreement without ThinkCapital’ written consent.
15.12 This Agreement may be executed in two or more counterparts each of which will be deemed to be an original, but all of which when taken together will constitute one and the same instrument. The parties hereto have caused this Agreement to be duly executed as of the day and year
written below.
THINKCAPITAL
By:
Name: Faizan Anees
Title: Director
[INSERT]
By:
Name:
Title: [insert]
Date: __ [MONTH] 2024
Schedule Marketing Services Provider details and Commission
A. Effective Date
This Marketing Services Provider Agreement is entered into as of the date of the last party’s signature.
B. Marketing Services Provider
[INSERT]
By:
Its: [title]
Email:
C. Commission
The Marketing Services Provider shall only be entitled to a Commission on the basis that the introduced customer (“Customer”) has not requested a Refund in accordance with ThinkCapital’s Refund Policy, and if entitled, the Marketing Service Provider shall receive the Commission within 14 days after the customer has entered into the Challenge.
The Marketing Services Provider shall be entitled to the following Commission, as determined on the number of Sales made in any given period:
Level 1 (0-100 Sales):
● Commission: 8% on all Sales
● Discount Code: 5% off any Customer’s purchases
● Monthly payout and if the Provider meets $100 amount of withdrawal
Level 2 (after 100 Sales):
● Commission: 10% on all Sales
● Discount Code: 5% off any Customer’s purchases
● Monthly payout and if Provider meets $100 amount of withdrawal
Level 3 (after 250 Sales):
● Commission: 12% on all Sales
● Discount Code: 7.5% off any Customer’s purchases
● Bi-Weekly payout and if Provider meets $100 amount of withdrawal
Level 4:
● Premium Partnership: Selective partners will get 15%
● Discount Code: 10% off any Customer’s purchases
● Bi-Weekly Payout and if the Provider meets $100 amount of withdrawal “Sales” shall mean when a Customer is introduced to ThinkCapital and purchases a Challenge. Provider agrees that ThinkCapital, in its sole discretion, shall promote or demote the Provider to the appropriate level, including but not limited to, whether the Customer has requested a Refund and/or chargeback.
In the event that the Customer elects to initiate and in fact receives a chargeback, ThinkCapital shall be entitled to deduct appropriate Commissions accordingly.
D. Payment terms
The Marketing Service Provider may request a payment of his/her Commission (“Payout”) payout once his/her balance reaches a minimum of $100. Payouts can be requested monthly or bi-monthly, depending on the Level of the Provider. Before initiating a withdrawal, Provider must complete KYC verification. Whether a Provider is entitled to a Commission is only determined after a Sale, and provided that the Customer has not requested a Refund, in accordance with our Refund Policy. For this reason, Commissions shall be applied only after fourteen (14) calendar days the Customer purchases a Challege.
Payout Request Schedule provided that the terms of the relevant Level have been met;:
● After KYC has been approved by ThinkCapital, Provider in Levels 1 and 2s may request
his/her Payout on the 1st of each month;
● Providers at Levels 3 and 4 may request Payouts twice each month, on the 1st and the
16th of each month;
● If approved, a payout payment may take up to 10 business days once a request is received