1. General Provisions

1.1 This Partnership Agreement (the "Agreement") outlines the terms and conditions for collaboration between Partners and/or Introducing Brokers (collectively referred to as "Partners") and Phoenix FX Ltd. (referred to as the "Company").

2. Definitions

Account: The unique trading account assigned by the Company to a Client who has completed the account opening application procedure and has been approved by the Company.

Affiliated Entities ("Affiliates"): Entities that directly or indirectly control, are controlled by, or are under common control with the Company. The Company may list its Affiliated Entities on its website(s), which are involved in providing services related to financial instrument trading and to which Partners may introduce clients.

Agreement: This Partnership Agreement.

Client: Any individual or entity residing or located in the Territory who has entered into a Client Agreement with the Company or any of its Affiliated Entities.

Client Agreement: An agreement between the Company or its Affiliated Entities and a Client for the provision of services related to trading in financial instruments offered by the Company or its Affiliated Entities.

Company:

Phoenix FX Ltd, a company authorized by the Anjouan Offshore Finance Authority (AOFA) with License No.: L 15610 / PFX.

Confidential Information: Information defined as confidential in clause 9.1 of this Agreement.

Connected Partner: An individual or entity associated with or appointed by a Partner to introduce Prospective Clients to the Company and/or its Affiliated Entities using the Partner Link of the principal Partner, and with whom the Company and/or its Affiliated Entities have entered into a Partnership Agreement.

Connected Partner Commission: The amount payable by the Partner to the Connected Partner as outlined in clause 20 of this Agreement.

Discloser: The party disclosing or providing Confidential Information (directly or through its Representatives) to the Recipient or the Recipient's Representatives.

Group Company: Any member of a company's group.

Investor(s): Defined under the Client Agreement.

Law(s): Any statute, treaty, ordinance, rule, regulation, directive, decision, circular permit, order, writ, injunction, judicial decision, decree, code, or other legally binding requirement of any regulatory and/or governmental authority applicable to the Company and/or its Affiliated Entities.

Introduced Client: Any individual or entity residing or located in the Territory who has been introduced by the Partner to the Company and/or its Affiliated Entities through a Partner Link and has entered into a Client Agreement with the Company and/or its Affiliated Entities.

Non-Active Introduced Client: An Introduced Client residing or located in the Territory who has had no activity (trading or deposit) in their Personal Area with the Company or its Affiliated Entities for a period of ninety (90) days.

Partner: An individual or entity approved by the Company to introduce Prospective Clients to the Company and/or its Affiliated Entities under the terms and conditions of this Agreement.

Partner Account(s): The unique account assigned by the Company to a Partner for the purpose of receiving the Partner Commission.

Partner Link: The unique link provided by the Company to the Partner for identifying the Partner's activities and the Clients introduced to the Company and/or its Affiliated Entities by the Partner.

Partner Site: The websites and social media sites operated and/or owned by the Partner and/or Connected Partner for the purpose of introducing Prospective Clients to the Company and/or its Affiliated Entities.

Partner Commission: he amount payable to the Partner as outlined in clause 5 of this Agreement.

Personal Area: The Client's personal space on the Company's or its Affiliated Entities' website(s).

PM Strategy Provider(s): Defined under the Client Agreement.

Portfolio Management: Defined under the Client Agreement.

Portfolio Manager(s): Defined under the Client Agreement.

Promotional Material: Any material provided by the Company and/or its Affiliated Entities to the Partner for promoting activities related to the Company and/or its Affiliated Entities or the website(s) for the purpose of this Agreement, including but not limited to written texts, training materials, advertisements, newsletters, logos, banners, promo links, etc.

Prospective Client: Any individual or entity residing or located in the Territory who has been introduced by the Partner to the Company and/or its Affiliated Entities prior to entering into a Client Agreement with the Company and/or its Affiliated Entities.

Recipient: The party receiving Confidential Information (directly or indirectly through its Representatives) from the Discloser or the Discloser's Representatives.

Representative(s): With respect to a particular party, the party's (i) Affiliates, (ii) officers, directors, and employees, (iii) attorneys, accountants, and financial advisors, and (iv) officers, directors, and employees of the party's Affiliates, who are legally obligated to observe and perform the obligations of the party and to keep and treat the Discloser's Confidential Information received hereunder in accordance with the terms of this Agreement.

Site(s): The website(s) https://phoenixfxltd.com/ used by the Company to communicate with the Partner from time to time or any other website or sub-domain maintained by the Company and communicated to the Partner.

Strategy Provider(s): Defined under the Client Agreement.

Subpartner: Any individual or entity introduced by the Partner to the Company and/or its Affiliated Entities through a Partner Link, and with whom the Company and/or its Affiliated Entities have entered into a Partnership Agreement.

Territory: The country or territories prescribed herein and/or those accepted by the Company from time to time in its sole discretion (GEO Target).

3. Partners’ Rights and Obligations

3.1 To become a Partner with Phoenix FX Ltd., an individual or entity must complete the specified application process. The decision to accept or reject an applicant, or to request additional information for further evaluation, rests solely with Phoenix FX Ltd.

3.2 Upon approval of the Partner application and acceptance of this Agreement, Phoenix FX Ltd. grants the Partner a non-exclusive, non-transferable right to refer potential clients to the Phoenix FX Ltd. website and/or its affiliated sites, as applicable, in accordance with this Agreement's terms. The Partner will also receive a unique Partner Link for this purpose.

3.3 The Partner grants Phoenix FX Ltd. a non-exclusive, non-transferable right to use the Partner’s name and/or trademark at no cost for the duration of this Agreement, enabling Phoenix FX Ltd. to fulfill its obligations under the Agreement.

3.4 The Partner agrees to:

• A. Represent Phoenix FX Ltd. and its affiliates in good faith, avoiding false or misleading statements that could harm their reputation or business.
• B. Collaborate with Phoenix FX Ltd. to address complaints from referred clients.
• C. Provide any required documentation or evidence related to interactions with clients involving Phoenix FX Ltd.
• D. Refrain from actions that could breach the client agreement or applicable laws.
• E. Comply with all applicable laws and professional standards, ensuring that Phoenix FX Ltd. and its affiliates maintain their expected standard of conduct.
• F. Supply Phoenix FX Ltd. with all necessary information and documents related to services under this Agreement.
• G. Promptly notify Phoenix FX Ltd. of any legal or regulatory breaches.
• H. Immediately inform Phoenix FX Ltd. of any legal actions or sanctions that could adversely affect their reputation or financial standing.
• I. Indemnify Phoenix FX Ltd. and its affiliates against losses or liabilities resulting from legal or regulatory breaches or actions taken during or after the termination of this Agreement.

3.5 The Partner shall not:

• A. Interact with potential or introduced clients without Phoenix FX Ltd.'s prior consent.
• B. Handle funds on behalf of Phoenix FX Ltd. or its affiliates or trade for clients.
• C. Alter any legal documents or promotional materials of Phoenix FX Ltd. or its affiliates.
• D. Make unauthorized representations or warranties about Phoenix FX Ltd. or its affiliates.
• E. Incur liabilities or enter into contracts on behalf of Phoenix FX Ltd. or its affiliates.

4. Company’s Rights and Obligations

4.1 Phoenix FX Ltd. reserves the right to decline any prospective client introduced by the Partner.

4.2 Phoenix FX Ltd. retains exclusive ownership of all personal data related to introduced clients.

4.3 Phoenix FX Ltd. may withhold commission for non-active introduced clients and terminate their association with a specific Partner.

4.4 Phoenix FX Ltd. reserves the right to modify the designated territory at its discretion.

4.5 Phoenix FX Ltd. may monitor the Partner's website and request amendments, which the Partner must comply with.

4.6 Phoenix FX Ltd. commits to:

• A. Act in good faith to fulfill its obligations under this Agreement.
• B. Retain records of all introduced client transactions as required.
• C. Pay commissions to the Partner, except in cases where:
• a. The Partner and client are the same entity.
• b. The Partner breaches this Agreement.
• c. Conditions outlined in section 5.8 apply.

5. Payment of Partner Commission

5.1 The Partner will be compensated for each trading transaction by introduced clients, excluding transactions involving credit/bonus amounts.

5.2 Commission calculations will be available within 15 to 30 minutes and can be withdrawn daily. The frequency of calculations and payments is at Phoenix FX Ltd.'s discretion.

5.3 Commission from trading transactions involving clients' own funds will be calculated based on the type of trading instrument and account, with specific formulas provided for each category.

5.4 In cases where introduced clients trade with credit/bonus, the commission calculation will be adjusted using a credit coefficient.

5.5 Commissions are paid for first-level introduced clients, with the possibility of payments for second-level introduced clients at Phoenix FX Ltd.'s discretion.

5.6 Phoenix FX Ltd. may reduce commissions if hedging costs increase due to introduced clients' transactions.

5.7 Suspected auto-referral activities may result in commission reduction to 0%.

5.8 Commission payments may be delayed, customized, or withheld under various circumstances, including suspicious activities, fraudulent practices, and violations of legal or regulatory requirements.

5.9 Commission payments will resume once restrictions on an introduced client's account are lifted.

5.10 Commission percentages and calculation methods may be updated by Phoenix FX Ltd. and will be effective from the date of posting.

5.11 Commissions are paid to the Partner Account, with alternative payment methods requiring Phoenix FX Ltd.'s approval.

5.12 The Partner is responsible for all taxes, transfer fees, and other mandatory payments.

5.13 Phoenix FX Ltd. has developed an Autorebates System to credit back part of the commission to clients based on the Partner's instructions.

6. Use of Promotional Material

6.1 The Partner must use only approved promotional material provided by Phoenix FX Ltd.

6.2 Promotional material created or provided by Phoenix FX Ltd. is exclusively owned by the company and cannot be used outside the scope of this Agreement without written consent.

7. Promotion Restrictions

7.1 The Partner is prohibited from registering any business that includes Phoenix FX Ltd.'s trademarks.

7.2 The Partner may use Phoenix FX Ltd.'s name, trademark, and promotional material on their website for advertising purposes, subject to certain conditions.

7.3 The Partner must not use Phoenix FX Ltd.'s trademark in paid search activities without written approval.

7.4 The Partner must not use Phoenix FX Ltd.'s trademark in ad-copy paid media without written approval.

7.5 The Partner acknowledges that all intellectual property rights related to Phoenix FX Ltd.'s name and trademark are owned by the company.

7.6 Phoenix FX Ltd. may revoke the right to use its name, trademark, and promotional material at any time.

7.7 The Partner must follow specific guidelines related to advertising, intellectual property protection, and disclosure of relationships.

7.8 The Partner is restricted from various activities related to domain registration, advertising, and use of Phoenix FX Ltd.'s trademark without consent.

7.9 The Partner is responsible for any legal fees and costs related to disputes over intellectual property rights arising from their activities.

8. Protection of Personal Data

8.1 The Partner must comply with all laws and regulations regarding personal data protection.

8.2 The Partner is responsible for any fines and compensation for losses arising from violations of data protection laws.

9. Confidentiality

9.1 Confidential information includes all data related to the service, negotiations, and terms of this agreement, as well as proprietary information related to the business, operations, and intellectual property of Phoenix FX Ltd.

9.2 Certain information is not considered confidential if it is publicly available, was already known to the recipient, or is independently developed by the recipient, among other exceptions.

9.3 In exchange for receiving Confidential Information from the Discloser, the Recipient agrees to:

• A. Keep the Confidential Information confidential and secure.
• B. Use the Confidential Information solely for the purpose of the service.
• C. Not disclose or make available the Confidential Information to any third party, except as expressly permitted by this agreement.
• D. Not copy or record the Confidential Information unless necessary for the service. Any copies or records shall be owned by the Discloser, and the Recipient must implement adequate security measures to protect the Confidential Information from unauthorized access or use.

9.4 Disclosure to Representatives:

• A. The Recipient may disclose Confidential Information to its Representatives or Group Companies, provided that:
• (i) They are informed of the confidentiality before disclosure.
• (ii) They comply with the confidentiality obligations as if they were the Recipient.
• B. The Recipient is responsible for any breach of confidentiality by its Representatives or Group Companies.

9.5 Mandatory Disclosure:

• A. Confidential Information may be disclosed if required by court order, regulatory bodies, or applicable laws.
• B. The disclosing party should, where possible, notify the other party in advance and consider their requests regarding the content of the disclosure.
• C. If prior notification is not possible, the disclosing party should inform the other party of the disclosure details as soon as possible.

9.6 Return or Destruction of Confidential Information:

• A. Upon request, the Recipient must destroy or return all materials containing Confidential Information and erase all electronic copies.
• B. The Recipient does not need to return or destroy documents required by law or regulatory authorities. These documents remain subject to the confidentiality obligations.

Restrictions, Amendments, and Termination:

10.1 Phoenix FX Ltd. may restrict Partner Accounts for reasons such as suspected illegal activities or breaches of this Agreement.

10.2 Phoenix FX Ltd. can amend the terms of this Agreement at any time without prior notice.

10.3 The Agreement may be terminated immediately if the Partner breaches the Agreement, engages in illegal activities, or damages the Company's reputation.

10.4 Phoenix FX Ltd. can terminate the Agreement without cause by giving five days' written notice.

10.5 Upon termination, commissions will be paid for clients introduced before the termination date. No commissions will be paid for clients introduced after the termination date.

10.6 Termination of the Partner's status does not affect Phoenix FX Ltd.'s relationships with introduced clients.

10.7 The Partner must cease using Phoenix FX Ltd.'s name and trademark and return all promotional materials upon termination.

Indemnity:

11.1 The Partner agrees to indemnify Phoenix FX Ltd. against any losses, damages, or expenses arising from their activities, negligence, or breaches of this Agreement.

Client Complaints:

12.1 The Partner must promptly inform Phoenix FX Ltd. of any client complaints and provide a detailed report if requested.

12.2 The Partner must notify Phoenix FX Ltd. of any written complaints and take reasonable steps to prevent similar complaints in the future.

Notices:

13.1 Notices must be in writing and sent by email to the specified addresses.

Entire Agreement:

14.1 This Agreement, along with any referenced documents, constitutes the entire agreement between the parties and supersedes all previous agreements and understandings.

Partner's Representations and Warranties:

15.1 The Partner represents that they have the authority to enter into this Agreement and will maintain any necessary authorizations during the term.

15.2 The Partner confirms that all information provided to Phoenix FX Ltd. is accurate and will update the Company of any changes.

Severability:

16.1 If any part of this Agreement is deemed unenforceable, it will be excluded, and the rest of the Agreement will remain in effect.

Assignment:

17.1 Phoenix FX Ltd. may assign its rights and obligations under this Agreement. The Partner cannot assign their rights without Phoenix FX Ltd.'s consent.

No Waiver:

18.1 Failure to enforce any part of this Agreement does not waive the right to enforce it in the future.

Miscellaneous:

19.1 This Agreement does not create a partnership or agency relationship between the parties.

19.2 Phoenix FX Ltd. may block funds in the Partner's account if there is suspicion of fraudulent activities.

19.3 All rights and remedies provided to Phoenix FX Ltd. are cumulative and not exclusive.

19.4 This Agreement is governed by Curaçao Law, and any disputes will be subject to the jurisdiction of Curaçao courts.

19.5 In the event of the Partner's death or mental incapacity, funds will be for the benefit of the survivor(s), and obligations will be owed by the survivor(s).

Connected Partner:

20.1 Specific clauses apply to Connected Partners, who are partners linked to a primary Partner.

20.2 Connected Partners have similar rights and obligations as primary Partners, but their commissions are arranged directly with the primary Partner.

20.3 In case of termination of a primary Partner's status, Connected Partners may be assigned to another Partner.

20.4 Connected Partners have the same representations and warranties as primary Partners.

20.5 Phoenix FX Ltd. bears no responsibility for disputes between primary Partners and Connected Partners.

20.6 Connected Partners are subject to the same clauses as primary Partners, with specific exceptions.

Partner Types:

21.1 Phoenix FX Ltd. may offer different Partner types with varying commission levels and criteria for upgrades.

Language:

22.1 The official language of this Agreement is English, and translations are provided for informational purposes only.