Introducing Broker Agreement

Last update: 31 May 2020

1. Definitions

The Introducing Broker to refer new clients to the Company pursuant to the terms and conditions of this Agreement. The Introducing Broker and the Company may be individually referred to as “Party” or collectively referred to as “Parties”.

1.1. In this Agreement, the following terms shall have the meaning set forth below:-

“Existing Client” means a client of the Company who had agreed to the terms and conditions of the Client Agreement.

“Client” means a potential client of the Company.

“Client Account” means the Client account a Client has after registration with the Company.

“Client Agreement” means the Terms of Use and Privacy Policy on the Company Website.

“Company” refers to Cudy Pte. Ltd. (UEN: 201721092W), a company incorporated in Singapore.

“Company Services” means the exchange platform and related customer supports provided by the Company.

“Company Website” –

“Confidential Information” means any confidential information disclosed from one Party to the other Party pursuant to this Agreement and which includes, without limitation, designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries, models and data; computer software in source or object code and related documentation, flowcharts and diagrams; marketing techniques and materials, marketing plans, timetables, strategies and development plans (including prospective trade names and trademarks); client names and information and pricing policies; and financial information.

“Effective Date” means the date the IB accepts the terms and conditions of this Agreement.

“Introducing Broker/IB” means an individual or legal entity which refers Clients for the company and operates in the interests of the Company, on the basis of this Agreement.

“IB code” means the IB’s unique identification code.

“Privacy Policy” means the Company’s privacy policy at as amended from time to time.

“Referral Commission” means the commission payable by the Company to the IB under this Agreement.

“Referral link” means the link to the Company Website containing the IB’s unique identification number, which is to be used by the IB to acquire clients.

“Referred Client” means a Client which has been referred to the Company by an IB.

“Terms of Use” means the Company’s terms of use at as amended from time to time.

2. General Terms

2.1. In accordance with the terms and conditions of this Agreement, an Existing Client who is party to, accepted and is in compliance with the Client Agreement with the Company and uses a student account to purchase online classes on the Company Website shall have the right to carry out the referral of new Clients to the Company on the basis of and under the conditions provided herein.

2.2. The terms and conditions of this Agreement become binding for each IB at the moment the IB accepts the terms and conditions of this Agreement. This Agreement contains all the terms and conditions that regulate the relationship between the Company and the IB.

2.3. To become an IB of the Company, an individual or a legal entity must:

2.3.1. be an Existing Client of the Company; and

2.3.2. accept this Agreement and receive an IB Code and a Referral link.

2.4. In addition to any documents and/or information provided to the Company as part of the initial registration process as a Client, the Company reserves the right to request for any further documents and/or information in order to verify the status of the IB as an individual or legal entity.

2.5. From the Effective Date the IB may:

2.5.1. carry out advertising campaigns in the interest of the Company

2.5.2. hold events directed towards the acquisition of new Clients to the Company, provided the events do not violate the laws of the country in which they are held, or of the country of residence of the IB.

2.5.3. inform new Clients on the Company’s line of business and Company Services on offer, the competitive advantages of the Company and other terms and conditions.

2.5.4. communicate all necessary information about the Company to Clients, including the Company’s address and contact information, and general and special conditions for the provision of Company Services.

2.5.5. help new Clients get acquainted with the Company Website, refer and clarify documents and information posted on the Company Website, including but not limited to the terms of this Agreement and the Client Agreement.

3. Interaction of the Parties

3.1. This Agreement does not under any circumstances constitute an agreement for the creation of a partnership, joint venture, agency or an employer-employee relationship. The IB may only operate and act in relations with third parties as an Existing Client of the Company, serving as an IB and not in any other capacity.

3.2. The IB is not a representative of the Company and is not authorised by the Company to provide any of the Company Services on the Company’s behalf and the IB must not do or say anything to imply anything to the contrary to any Client.

3.3. The IB shall be granted a non-exclusive, non-transferable, non-assignable, limited royalty free license to use the Company name, logo, trade marks (registered or not registered) provided in the Client Account (the “Company Marks”), the Referral link, and/or advertising materials provided by the Company in Client referrals. Nothing in this Agreement creates or grants any proprietary right, title or interest to any of the Company Marks and/or advertising materials and the IB acknowledges any such rights to the Company Marks and advertising materials shall remain the sole and absolute property of the Company.

3.4. The Company shall not under any circumstances whatsoever be responsible for:

3.4.1. any actions carried out by the IB that are in violation of the provisions of this Agreement and/or the Client Agreement.

3.4.2. any actions of the IB beyond the authority granted by the Company pursuant to this Agreement.

3.4.3. any complaint lodged against the IВ acting in his capacity as an IB.

3.5. The Parties are obligated to comply with the provisions set out in this Agreement and/or the Client Agreement.

4. Obligations of the Introducing Broker

4.1. It shall be the IB’s responsibility to promote the Company and/or the Company Services in compliance with all the applicable laws of his (if the IB is an individual) or its (if IB is a company) country of residence and/or incorporation (as the case may be) where the Client referrals are taking place. The Company in no way accepts any responsibility for any violation of such laws committed by the IB.

4.2. The IB shall promptly notify the Company in writing of any assertion of any material claim against the IB by any Client(s) and/or Referred Client(s), or of any suit and/or proceedings by any Client(s), Referred Client(s) and/or regulatory agency against the IB.

4.3. The IB is obligated to put forth maximum effort in referring Clients to the Company.

4.4. A Client shall be considered as referred by the IB under the condition that the Client is not an Existing Client of the Company and the Client is transferred to the Company Website through the Referral Link provided to the Client by the IB.

4.5. If the Client is considered referred by the IB, the IB Code will automatically be placed in all following student accounts opened by the Referred Client. A Referred Client cannot be transferred to another IB. In the event that the IB terminates its/his Client Account with the Company for whatever reason, the IB code will be removed in the student account opened by the Referred Client. For the avoidance of doubt, in such an event, the Referred Client will not be able to be referred by any other IB or transferred to any other IB.

4.6. The Company reserves the right to independently register a Client as having been referred by the IB if the Client writes to the Company with a request to attach the Client’s Client Account to a particular IB within one (1) month after registration. The request may be made to the Company in the following ways:

4.6.1. by email at;

4.6.2. the feedback and ticketing function available on the Client Account; or

4.6.3. the chat box function available on the Company Website,

and the Client shall be required to explain why the Client did not register via the use of the Referral Link of the IB.

4.7. The IB must stop using any advertising material provided by the Company and/or the Company Marks immediately upon written request of the Company. In the event that IB does not comply with this written request with fourteen (14) days of receiving the same, the Company shall have the right to terminate this Agreement unilaterally.

4.8. The IB may not make use of any dishonest advertising methods for the purpose of promoting themselves on the internet. In particular it is forbidden to:

4.8.1. use methods of website promotion that violate the rules of internet search engines, knowingly manipulate the results of internet searches and use other methods of promotion which misinform or mislead search engines or search engine users;

4.8.2. knowingly mislead website visitors by improperly redirecting them to other websites or internet resources;

4.8.3. use advertising material containing false information, pornographic content or material which serves to ignite ethnic conflict or racial discrimination;

4.8.4. send mass mailings of any kind whether of a commercial, political, or any other nature which the recipients have not expressed a desire to receive;

4.8.5. use advertising material containing false information about the Company and/or the Company Services offered or knowingly conceal risks from Clients relating to the same;

4.8.6. use any materials which may damage the positive image of the Company;

4.8.7. use any other dishonest advertising methods.

4.9. The IB shall not:

4.9.1. register and/or use any Company Marks or domain names containing a part of or the whole word Cudy or any other variation of this word in writing; and

4.9.2. register an organization and/or use in the name of an existing Company a part of or the whole word Cudy, or any other variation of this word in writing.

4.10. The IB is strictly forbidden from advertising in contextual advertising systems such as Yandex. Direct, Begun and Google AdWords using keywords containing “Cudy”; and advertising in banner networks, internet catalogues, etc. The IB is also forbidden from using forced redirects to send visitors to any of the Company’s Websites.

4.11. The IB is prohibited from organizing monetary relations (including accepting cryptocurrencies, Fiat money, payment or banking cards, etc.) with Clients and/r Referred Clients. The Company holds full responsibility for this part of work.

4.12. The IB is obligated to inform the Company of any facts or circumstances of which it has become aware regarding any of its Referred Client(s) that could lead to adverse consequences (risks) for the Company.

4.13. Should Existing Clients or Referred Clients lodge complaints regarding the activity of the IB, the IB shall be obligated to independently address all such complaints and the IB’s sole expense.

5. Rights and Obligations of the Company

5.1. The Company is obligated to pay the Referral Commission to the IB in the amount and under the conditions stipulated in this Agreement.

5.2. The Company shall be responsible for the execution of Client orders and calculations of the Referral Commission due to the IB. Should the IB wish to check the calculations, the IB may request statements from their Referred Clients, on the basis of which an appeal may be made concerning the Company’s calculations. The Company does not provide statements on Referred Client transactions.

5.3. The Company has the right to monitor the activities of the IB regarding the functions and duties of the IB under this Agreement. In the event that the IB is found to be in contravention of any such functions and/or duties, the Company shall be entitled send the IB email warnings regarding the contravening conduct. This is without prejudice to any other rights the Company may have against the IB under this Agreement.

5.4. The Company has the right to request for and receive information from the IB on the latter’s fulfilment of the provisions contained in this Agreement.

6. Limitation of the IB’s Authority

6.1. The IB is not entitled to do the following without prior written consent of the Company:

6.1.1. assume any responsibility on behalf of the Company or place the Company under any obligations;

6.1.2. publish any material (articles, letters) or assist in the writing of material (articles, letters) concerning the Company in any newspapers, magazines or other periodicals or on internet resources (such as blogs, social networking websites, in forums, etc.) which may damage the positive image of the Company; or

6.1.3. give any guarantees and/or make any promises, make any claims in relation to any payments under any contracts and/or agreements concluded by the Company.

6.2. The IB entering into relations with the Company is obligated to inform interested parties and Clients of its IB status and authority. Since the IB is an intermediary, it is the Company that carries out all actions and measures necessary to conclude the Client Agreement with the Client through the Company Website.

6.3. The IB is not entitled, in its own name and/or on behalf of a Client, to register a Client with the Company and/or accept the Client Agreement on behalf of the Client using the IB’s personal login username and password. The IB is obligated to inform the Client of the need to protect the security and confidentiality of a Client’s account and login information (login username and password) to the Company’s Website. The Client shall be responsible for ensuring that such information is not given out to third parties.

6.4. During the period of validity of the Client Account, all actions performed using the Client Account shall be considered to be carried out personally by the Existing Client. The Company shall not be held responsible for the unauthorized use of the Client Account information by third parties.

6.5. Under no circumstances does the IB have the right to:

6.5.1. receive payments from, or make payments to Clients and/or Referred Clients. All financial dealings with Clients and/or Referred Clients will be performed by the Company; or

6.5.2. directly or indirectly give Clients and/or Referred Clients any amount of the IB’s Referral Commission; or

6.5.3. serve as an IB on behalf of any third parties.

6.6. Should the IB breach the terms and conditions of this Agreement, the Company reserves the right to block the IB’s Client Account and exclude logins by the Referred Client(s) (the “Lockout Period”) until the IB has rectified such breach, provided that the breach is capable of remedy. During the Lockout Period, the Company shall be entitled not to pay any Referral Commission due to the IB.

6.7. The IB itself cannot act as a Referred Client of an IB. Should any data of the IB coincide with data associated with any Referred Client (such as email, IP-addresses, etc.), the Referred Client shall be removed from the IB’s Referred Client list and the Referral Commission based on this Referred Client will not be paid.

7. Compensation of the IB

7.1. The Company shall pay the IB a Referral Commission of 10% of the total commission fee paid by the Referred Client to the Company through payouts made on the Cudy Marketplace, excluding Cudy Pass, calculated on a monthly basis for a period of one (1) year from the referral date. For the avoidance of doubt, the referral date refers to the date on which the Referred Client registers for an account with the Company via the Referral Link of the IB. In the event registration of the Referred Client is made pursuant to a request set out in Clause 4.6, the referral date shall be the date on which the Company links the registered Referred Client to an IB Code.

7.2. The Referral Commission shall be paid to the IB’s Client Account on a monthly basis. For the avoidance of doubt, the IB shall be responsible for paying any applicable fees required in order for the Company to make the Referral Commission payment to the IB.

7.3. The calculation formula for IB Referral Commission is displayed on the Company website.

8. Representations and Warranties

8.1. The IB hereby represents and warrants that from the Effective Date:

8.1.1. if it is a company, it is duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated. It has the requisite corporate power and authority to execute, deliver and perform the provisions of this Agreement and the transactions contemplated hereby;

8.1.2. if it is a company, it has taken, fulfilled and done all necessary actions, conditions and things, including all necessary corporate actions, (i) to lawfully enter into, exercise its rights, carry out and comply with its obligations pursuant to the provisions of this Agreement and the transactions contemplated hereby; and (ii) to ensure that those obligations are legally binding and enforceable.

8.1.3. its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement and the transactions contemplated hereby do not and will not violate, conflict, or exceed any power or restriction granted or imposed by (i) any law, regulation, authorization, directive or order (whether or not having the force of law) to which it is subject, (ii) its constitutive documents or (iii) any agreement to which it is a party or which is binding on it and its assets; and

8.1.4. that it will use its best endeavours to refer Clients to the Company and the Company Services through the Referral Link as may be necessary and ensure that the objective of the Agreement is met.

9. Contract Term

9.1. This Agreement shall enter into force from the Effective Date and shall remain valid as long as:

9.1.1. the IB has a valid Client Account with the Company and has observed all the rights and obligations under the Client Agreement; and

9.1.2. this Agreement has not terminated pursuant to Clauses 11.1 or 11.2.

9.2. In the event that the IB ceases to have a Client Account with the Company for whatever reason, this Agreement shall be terminated immediately. If the IB’s ceases to have a Client Account with the Company:

9.2.1. due to a breach by the IB of the Client Agreement, any Referral Commission due to the IB shall be up to the date of the occurrence of the breach; or

9.2.2. not due to a breach by the IB of the Client Agreement, any Referral Commission due to the IB shall be up to the date of the written notice of termination of the Client Agreement by either Party.

10. Force Majeure

10.1. Neither Party hereof shall be held liable for the complete or partial failure to fulfil its obligations should this failure result from a force majeure event or circumstance (including but not limited to fire, earthquake and other natural disasters, war or other military operations, blockades, government regulations and other extraordinary and unavoidable circumstances beyond either Party’s control).

10.2. The Party for whom it becomes impossible to fulfil its obligations is obligated to inform the other Party through written notification of the onset, estimated duration and cessation of the above-mentioned circumstances within five (5) business days from the moment of their onset and cessation.

10.3. The facts set out in the notification should be confirmed by a competent authority or organization of the respective country. The delay or absence of notification by the Party concerned deprives said party of the right to cite any of the above-mentioned circumstances as grounds for release from responsibility for the failure to fulfil its obligations.

10.4. Should the inability to either completely or partially fulfil obligations last more than three (3) months, the Agreement will automatically be terminated.

11. Termination

11.1. In the event that the IB breaches any clauses in this Agreement, and this breach is not rectified within fourteen (14) days from the date of the breach, this may amount to a material breach of this Agreement, which shall lead to the immediate termination of this Agreement and the cancellation of any Referral Commission due to the IB from date the breach occurred.

11.2. This Agreement may be terminated at any time as follows:

11.2.1. by either Party forthwith upon written notice to the other Party in the event the other Party should become insolvent or make an assignment for the benefit of its creditors or file for or be placed in judicial management, receivership, bankruptcy, liquidation or winding up take any other action which would indicate insolvency on its part; or

11.2.2. by either Party at any time without cause upon thirty (30) days prior written notice to each other.

For the avoidance of doubt, if termination of this Agreement is effected pursuant to Clauses 10, 11.2.1 and 11.2.2, the cancellation of any Referral Commission due to the IB shall be from the date of the written notice served by the relevant Party.

11.3. On termination of this Agreement, the IB shall:

11.3.1. immediately cease the use and/or dissemination of the Referral Link to any Clients;

11.3.2. immediately cease the use of the Company Marks;

11.3.3. immediately cease the use of any advertising material provided by the Company; and

11.3.4. immediately cease providing information to Clients about the Company and/or the Company Services.

11.4. The termination of this Agreement is without prejudice to any clause which by operation of law survives or is specifically stated to survive the termination of this Agreement. For the avoidance of doubt, Clauses 9 (Contract Term), 11 (Termination), 12 (Indemnification and Limitation of Liability), 13 (Confidentiality), and 15 (Governing Law and Jurisdiction) shall survive the termination of this Agreement.

12. Indemnification and Limitation of Liability

12.1. IB shall defend, indemnify and hold harmless the Company, and its respective affiliates, directors, officers, employees, agents and representatives from and against all claims, demands, expenses, losses, damages and costs and expenses (including legal costs and expenses) or liabilities of whatever nature or kind of the Company or third parties arising out of or in connection with a breach by IB of any of its obligations or warranties under this Agreement.

12.2. Under no circumstances shall the Company be liable to the IB for indirect, incidental, consequential, special, or exemplary damages (even if such party has been advised of the possibility of such damages), arising from any aspect of the relationship provided herein.

12.3. Notwithstanding Clause 12.2, the Company’s liability for any losses or damages suffered by the IB arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall be limited to 50% of the Referral Commission paid to the IB in the preceding 12 month period.

13. Confidentiality

13.1. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information which is disclosed by the other Party as part of this Agreement except where necessary to its employees, officers, representatives or advisors for the purposes of carrying out their respective obligations under this Agreement.

13.2. No Party shall use the other Party’s confidential information for any purpose other than for the purposes set out in this Agreement.

13.3. The confidentiality obligations contained in this clause shall be for the duration of this Agreement, and shall continue for a period of three (3) years from the date of termination of this Agreement.

14. Miscellaneous

14.1. The granting by any party of any time or indulgence in respect of any breach of any provision of this Agreement by the other shall not be deemed a waiver of such breach and the waiver by any party of any breach of any provision of this Agreement by the other shall not prevent the subsequent enforcement of that provision and shall not be deemed a waiver of any subsequent breach.

14.2. Save as expressly provided herein, this Agreement shall operate to the entire exclusion of any other agreement or understanding of any kind pertaining to the subject matter of this Agreement between the parties preceding the Effective Date.

14.3. All rights, remedies and powers conferred upon the parties pursuant to this Agreement are in addition to such other rights, remedies or powers now or subsequently conferred upon them by law or otherwise.

14.4. Neither Party shall assign this Agreement or any rights under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. This Agreement shall be for the benefit of and be binding on the Parties and their successors in title or permitted assigns.

14.5. Should any term of this Agreement be considered void or voidable under any applicable law, then such terms shall be severed or amended in such a manner as to render the remainder of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.

14.6. No person who is not a party to this Agreement shall have any right under the Contracts (Right of Third Party) Act (Cap.53B) to enforce any of the provisions of this Agreement.

14.7. Where this Agreement is issued in a language other than English, the English language version shall take precedence in the event of any conflict.

14.8. The IB acknowledges that the Company has the right to amend certain provisions of this Agreement at any time, giving the IB prior written notification of 1 (one) calendar day before the introduction of such changes. Any change shall come into force on the date specified in the written notification.

14.9. Written notification under this Agreement shall be understood as one of the following means of communication:

14.9.1. email; or

14.9.2. announcement on the “News” page on the Company Website.

14.10. The IB agrees to allow the Company to use the IB’s contact information, for example, address, email and other information specified in the Client registration form to send the IB letters and proposals.

14.11. Any correspondence (documents, announcements, notifications, confirmations, statements, etc.) shall be deemed received by the IB:

14.11.1. one (1) hour after being sent to the email address specified in the Client registration form; or

14.11.2. one (1) hour after the announcement is posted on the “News” page on the Company website.

14.12. In the interest of complete clarity, the IB shall always and under all circumstances, without exception, act solely on its own behalf, and not in the name of the Company.

15. Governing law

15.1. This Agreement is governed by the law of Singapore and will be subject to the exclusive jurisdiction of the Singapore Courts.

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