Partnership Agreement

1. General Provisions

1.1 This Partnership Agreement (“Agreement”) shall define the conditions and procedures for cooperation between Partners, Introducing Brokers (“Partner(s)”) and Towertrades Pvt Ltd.

2. Definitions Account: any Client who successfully completes the account opening application process and is approved by Towertrades Pvt Ltd.

Affiliated Entities (“Affiliates”): With regard to the Company, any entity which, directly or indirectly, controls, is controlled by, or is under common control with the Company is referred to as the "unique trading account" assigned by the Company to any Client. The Company may post information about its Affiliated Entities on the Site(s) that relate to any trade in financial instruments and to which the Partner may refer customers.

Agreement: the present Partnership Agreement.

Client: any physical person or entity with whom the Company or any of its Affiliated Entities concluded a Client Agreement.

Client Agreement: an agreement between the Company or any of its Affiliated Entities and the Client for the provision of services in relation to any trading in financial instruments offered by the Company or any of

its Affiliated Entities. Company: Towertrades Pvt Ltd is authorized by the Financial Services Authority of Seychelles with Dealer’s License Number 2393 LLC 2022.

Introduced Client:

Any physical person or entity who has been introduced by the Partner to the Company and/or to any of its Affiliated Entities through a Partner Link and with whom the Company and/or any of its Affiliated Entities concluded a Client Agreement.

Non–Active Introduced Client:

Any Introduced Client that has no activity (trading or deposit in all of his/her Accounts with the Company or any of its Affiliated Entities) in his/her Personal Area with the Company or its Affiliated Entities for a period of 90 (ninety) days.

Partner:

A physical person or entity approved by the Company to introduce Prospective Clients to the Company and/or to its Affiliated Entities under the terms and conditions of this Agreement.

Partner Account(s): the unique account assigned by the Company to any 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 activities and the Clients introduced to the Company and/or to its Affiliated Entities by the Partner.

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

Partner Commission: the amount payable to the Partner subject to term 5 of the present Agreement.

Personal Area: the Client’s personal space on the Company’s or its Affiliated Entities Site(s).

Promotional Material: any material provided by the Company and/or its Affiliated Entities to the Partner and used by the Partner in order to promote any activity related to the Company and/or to its Affiliated Entities or the Site(s) for the purpose of this Agreement, including but not limited to logos, banners, promo links etc.

Prospective Client: any physical person or entity who has been introduced by the Partner to the Company and/or to its Affiliated Entities prior to the conclusion of a Client Agreement with the Company and/or with its Affiliated Entities.

Site(s): without limitation shall mean the websites www.exness.com and www.exnessaffiliates.com that will be used by the Company to communicate to the Partner from time to time or any such other website or sub-domain as Company may maintain from time to time and communicated to the Partner.

Sub partner: any physical person or entity who has been introduced by the Partner to the Company and/or to any of its Affiliated Entities through a Partner Link, and with whom the Company and/or its Affiliated Entities concluded a Partnership Agreement.

3. Partners’ Rights and Obligations

3.1 Any actual person or entity wishing to become a Partner must follow the appropriate application process. Any candidate may be accepted or rejected as a Partner at the Company's sole discretion, and/or the Company may ask the applicant for further information or documentation to be reviewed by the Company.

3.2 The Company grants the Partner, subject to the terms and conditions of this Agreement, a non exclusive, non-transferable right to direct Prospective Clients to the Site and/or to the Sites of its Affiliated Entities, if different. The Company will also provide the Partner with a Partner Link that is connected to the Site (s).

3.3 The Partner gives the Company the non-exclusive, non-transferable right to use the Partner’s name and/or trademark for free for the duration of this Agreement so that the Company may fulfill its obligations under this Agreement.

3.4 The Partner undertakes the following:

A. To act honestly and refrain from making any claims about the Company, its Affiliated Entities, or the services offered by the Company, its Affiliated Entities that the Partner knows or has a reasonable basis to believe will harm the Company, its Affiliated Entities' business or reputation, or the reputation of any of the Company's and/or Affiliated Entities' associates, in any way.

B. To cooperate with the Company to review complaints by Clients introduced by the Partner;

C. To cooperate with the Company and promptly submit any documentation and/or evidence required by the Company in relation to the dealings of the Partner with the Clients, involving the Company in any way whatsoever;

D. Not knowingly do or commit (or permit to be done or committed) any act, matter or thing that the Partner knows or ought reasonably to know is likely to put the Company in breach of any of the provisions of the Client Agreement between the Company and/or its Affiliated Entities and the Clients or the provisions of existing legislation;

E. To cooperate with the Company and promptly submit any information and/or documentation required by the Company;

F. To carry out his/her duties under this Agreement and to conduct himself/herself in a manner that complies with all applicable laws and regulations as well as the professional and ethical standards that are commonly considered as best practice. The Partner will comply with all laws, rules, and requirements that apply to the Partner, the Company, and/or its Affiliated Entity, and will not take any actions that would cause the Company and/or its Affiliated Entities to violate the standard of behaviour that is reasonable expected of persons in the Company's and/or of its Affiliated Entities' positions. The Partner will also promptly disclose to the Company any complaint, regulatory investigation, or disciplinary action to provide the services here under in accordance with provisions of existing legislation;

G. To provide the Company with all necessary information and documents about services rendered under this Agreement;

H. To notify the Company immediately of any actual or potential contravention of any such legal or regulatory requirements and the Company is entitled to assume that any necessary authorization, license and/or consent remains in effect until the Partner notifies the Company otherwise;

I. To notify the Company immediately if any actual or proposed judgment, order, or disciplinary sanction is imposed upon or entered against the Partner or any other action or claim is taken against him/her(including without limitation any pending litigation), in relation to his/her activities under the provisions of existing legislation which has, or may have, in the Company’s reasonable opinion, a material adverse effect on the Company’s and/or on its Affiliated Entities reputation or financial standing;

J. To indemnify the Company against any loss or liability suffered by the Company and/or its Affiliated Entities as a result of the contravention of any legal or regulatory requirements on the part of the Partner or as a result of or related to the actions of the Partner during and after the Termination of the Agreement.

3.5 The Partner shall not:

A. Contact or interact in any way with Prospective Clients and/or Introduced Clients unless the prior specific consent of the Company is given;

B. Accept money from Prospective Clients and/or Introduced Clients on behalf of or for the benefit of the Company and/or of its Affiliated Entities or trade on behalf of Introduced Clients

C. Make changes to any documents including the Company’s and/or its Affiliated Entities legal documents and/or any Promotional Material;

D. Make any representation or warranty concerning the Company and/or its Affiliated Entities except as authorized by the Company;

E. In his/her capacity as Partner, incur any liability on behalf of the Company and/or to its Affiliated Entities or in any way pledge or offer credit on behalf of the Company and/or on behalf of its Affiliated Entities or accept or enter into any contract binding upon the Company and/or of its Affiliated Entities.

3.6: The Partner agrees that in the event of a request by an Introduced Client to be unlinked from a specificPartner the Company and/or its Affiliated Entities shall comply with such request and cease paying any Commission to the Partner in relation to the Introduced Client.

4. Company’s Rights and Obligations

4.1 The Company and/or its Affiliated Entities retain the right to refuse registration as a Client to any Prospective Client introduced by the Partner.

4.2 The Company and/or its Affiliated Entities shall be the sole and exclusive proprietor of any personal data disclosed and/or related to the Introduced Clients.

4.3 The Company has the right to cancel the payment of a Partner Commission for any Non–Active Introduced Client and terminate the assignment of such a Non–Active Introduced Client with a specific Partner.

4.4 The Company and/or its Affiliated Entities have the right to monitor the Partner’s Site and request the Partner to make amendments as deemed necessary and the Partner is obliged to comply with such amendments.

4.5 The Company undertakes to:

A. Fulfill its obligations under this Agreement in good faith;

B. Save information about all Introduced Client transactions, for such period as may be reasonably required for the purposes of this Agreement;

C. Pay Partner Commission for Introduced Clients, except in the following circumstances:

a. When the Client and the Partner are the same person/entity;

b. When the Partner acts in breach of the terms of this Agreement.;

c. When one of the reasons mentioned in term

5. Payment of Partner Commission

5.1 For the services rendered under this Agreement, the Partner shall be compensated for each trading transaction (excluding any credit/bonus generated amount) performed by the Introduced Client assigned to the Partner.

5.2 The Partner Commission will be calculated for all closed transactions within a 24-hour period and will be available for withdrawal on a daily basis.

5.3 The Partner Commission from trading transactions of Introduced Clients is calculated as follows:

Currency pairs under the Standard Cent account with the suffix -c (group of

instruments: Forex_pairs) Partner Commission = Reward size x Spread in pips x Pip value in USD

Currency pairs under the Standard account with the suffix -m (groups of

instruments: Forex_group, Crypto_group, Energies_group, Indices_group, Stocks_group) Partner Commission = Reward size x Spread in pips x Pip value in USD

Currency pairs under the Pro account (group of instruments: Forex, Crypto,

Energies, Indices, Stocks) Partner Commission = 17% x Spread in pips x Pip value in USD

Currency pairs under Raw and Zero account types (group of instruments

Forex, Energies, Crypto, Indices, Stocks) Partner Commission = number of lots x fixed commission size USD

Currency pairs under Standard Plus account (group of instruments Forex,

Energies, Crypto, Indices, Stocks) Partner Commission = number of lots x fixed commission size USD

5.4: In the case that any Introduced Client(s) of the Partner trade with credit/bonus, the above calculations should be amended as followed. When calculating credits/bonuses for Introduced Clients, a credit coefficient, calculated as follows, is applied to the Commission due to the Partner: Credit coefficient = (Equity – the Introduced Client’s current credit/bonus) / Equity Reward Amount = Partner Commission x Credit coefficient

5.5: The Partner Commission is paid out for first level Introduced Clients (introduced by Partner), however, the Company may decide on payment to the Partner of Commission for the second level Introduced Clients (introduced by Sub partners). The second level Commission is paid only for the types of financial tools for which the Commission is added from the spread, and not from the trading volumes or as the interest rate for the transaction levied by the Company, unless otherwise determined by the Company in its sole discretion.

5.6: The Company retains the right to reduce the Partner Commission in the event that the cost of hedging risks associated with one or more Introduced Clients’ transactions increases.

5.7: If there is reasonable suspicion by the Company that auto-referral activity (that is when the Partner gets Commission from trading operations carried out on Accounts by direct or circumstantial evidence controlled by the Partner; this includes, but is not limited to, use by the Partner and the signed Client of at least two identical IP addresses) is performed by the Partner, the Partner Commission size can be decreased by the Company down to 0%.

5.8: Payment of Partner Commission will be delayed or not be paid or annulled/cancelled or suspended in the following circumstances:

A. If the Partner Account or any other Account managed or controlled by the Partner or any of the Introduced Clients assigned to the Partner is considered by the Company suspicious;

B. If the Company determines that the Partner Commission is derived from activity related, directly or indirectly, to fraudulent or illegal or deceptive practices;

C. The Introduced Client performs actions in bad faith for generating Partner Commission;

D. If the Partner Account, any Account maintained in the name of the Partner or attracted Introduced Client Account is blocked or placed in the archive in a manner required by sections of this Agreement or the “Temporary Block of the Client Account” and “Inactive and Dormant Client Accounts” of the Client agreement and General Business Terms between the Company and the Client if applicable. The provisions of this clause are applicable to the full period of archiving and/or blocking of Partner Account or any Account maintained in the name of the Partner or Introduced Client linked to the Partner;

E. When the rate amount to be paid is less than 0.01 of unit of currency of the Partner Account;

F. The results of the Introduced Client transactions are canceled because they were executed at non market quotations;

G. When the Introduced Client's Account balance consists of only credits/bonuses; H. If the Partner Commission derived from Introduced Clients via Facebook or Instagram paid advertising.

5.9: When the restrictions are removed from an Introduced Client’s Account, the Partner Commission payments to the Partner shall resume.

5.10: The percentages and methods of calculation of the Partner Commission may be amended from time to time by the Company and the current at the time percentages and methods of calculation shall be available in the “Reports” section of the Sites and deemed to have effect from the date that same are posted, in relation to subsequent transactions.

5.11: The Partner Commission shall be paid to the Partner Account. Any other manner to pay the Partner Commission must be approved by the Company.

5.12: The Partner undertakes to pay all tax, money transfer fees, currency conversion fees, and other mandatory payments.

5.13: The Company and/or its Affiliated Entities have developed a system to calculate and credit back to the Clients part of the Partner Commission received by the Partners (“Auto rebates System”). The Auto rebates System has tools to calculate and credit part of the Partner Commission back to the corresponding Client’s account based on the Partner’s instructions and parameters. The Company is responsible for the correct operation of the Auto rebates System. Any payments to Clients processed through the Auto rebates System are irrevocable and the Company bears no responsibility for any actions processed by the Partners via the Auto rebates System. Only a limited number of Partners will have access to the Auto rebates System.

6. The Use of Promotional Material

6.1 The Partner shall only use Promotional Material provided and approved by the Company in order to provide the services provided by the Agreement. Any other material created by the Partner and used for advertising, including but not limited to creative’s, landing pages, domains, emails and more should be submitted to the Company for prior approval before launching.

6.2 Any Promotional Material that is created and/or provided by the Company and used by the Partner is exclusively owned by the Company and shall not be used by the Partner for any purpose outside the scope of the present Agreement unless the prior written consent of the Company is obtained.

7. Promotion Restrictions

7.1 The Company and/or its Affiliated Entities, own worldwide registered and protected trademarks including without limitation “Towertrades” and the “Towertrades logo”. The Partner acknowledges that he/she is not allowed to register any kind of business that includes the trademarks of the Company and/or its Affiliated Entities.

7.2 The Company may give the Partner a revocable, non-exclusive, non-transferable, non-assignable, non sub-licensable right to use and display on the Partner’s Site the name, trademark and Promotional Material for free for the duration of this Agreement so that the Partner may fulfill his/her obligations under this Agreement, subject to the following:

A. The Partner shall use the Company’s name, trademark and Promotional Material to advertise the services provided by the Company and/or its Affiliated Entities on his/her website solely for the purpose of providing a link from the Partner’s Site to the Site and fulfilling his/her obligations under this Agreement;

B. The Partner may not call into question or dispute the Company’s right to its name and trademark

C. The Partner may not perform any actions that may be considered by the Company as damaging the Company’s business reputation, image or trademark;

D. The Partner undertakes to observe the provisions of any applicable legislation and customary business practices regarding the protection of intellectual property rights and to cooperate with the Company to protect such rights;

E. The Partner undertakes to inform the Company in writing of all instances known to it in which the Company’s right to its name and trademark are disputed or violated.

7.3: The Partner is not permitted to use the Company’s and/or its Affiliated Entities’ trademark in any paid search activity, whether this is in ad text, copy or display URLs without prior written approval by the Company and/or its Affiliated Entities.

7.4 The Partner is not permitted to use the Company’s and/or its Affiliated Entities’ trademark in their ad copy paid media to advertise on behalf of the Company without the written approval from the Company and/or its Affiliated Entities.

7.5 The Partner recognizes that the Company holds all rights to the Company's intellectual property and that all intangible assets related to the Company’s and/or its Affiliated Entities’ name and trademark and created as a result of the performance of this Agreement or by other means are the property of the Company.

7.6 The Company may cancel the non-exclusive, non-transferable right to use the Company’s and/or its Affiliated Entities’ name, trademark and Promotional Material for free at any time, at its absolute discretion and without the need to provide any reasons for such cancellation.

7.7 The Partner undertakes the following:

A. to post on the Partner Site specific warnings and disclaimers in relation to the provision of the specific services by the Company and/or its Affiliated Entities;

B. to add all Company’s brand terms as negative keywords in all paid search activities in order to avoid any broad matching issues;

C. to clearly disclose the relationship between the Partner and the Company, including its Affiliated Entities, if applicable, in any material produced or used by a Partner anywhere, including without limitation blogs, publications and news sites, disclosing both non-financial and financial relationships where applicable.

7.8 The Partner (and the companies which it controls) shall not, directly or indirectly:

A. Register or use domains, sub domains, keywords, search terms or other identifiers containing the Company’s and/or its Affiliated Entities trademark(s) (a part of the Company’s name), the Company’s trade names, the Company’s name or any words or depictions confusingly similar to any of theafore mentioned in any language without the Company’s prior written consent

B. Bid on or purchase internet placement rights for a Similar Domain Name or any part or similarities thereof in any manner in any of its advertising, including but not limited to, internet and web advertising;

C. Include a Similar Domain Name or any part thereof, or similar variations, translations or misspellings, in the Meta tags of any web site code. This includes the Meta title, Meta keywords or Meta description;

D. Purchase, obtain or use, directly or indirectly, any keywords from Third Party Platforms so as to redirect traffic to the Similar Domain Name;

E. Purchase a Similar Domain Name or any part thereof, or any variations, translations or misspellings thereof, for use in text links, banner ads, pop-up ads or any other type of ad that could be associated with a keyword campaign;

F. Use false advertising or in general false and/or fraudulent methods for attracting new Clients online, launching the search engine and leading the search engine users astray, including, but not limited to the use of the Company's website URL with a Partner Link in the contextual advertising systems, knowingly falsely redirecting users to a different website on the Internet;

G. Send traffic through automatic redirects on a website page;

H. Use ad fraud, including but not limited to impression/click/conversion/data fraud, and fraudulent traffic sources, including but not limited to botnets/toolbars/click farms/other methods of automated/fraudulent traffic such as automated bots and stuffed cookies;

I. Use questionable traffic sources including but not limited to parked domains, error pages, juvenile, death & tragedy, sexually suggestive and violent content are not permitted;

J. Publish advertisement-like information on websites which contain or link to websites that violate the rules of law, ethics, and morality;

K. Publish advertisements with incorrect information about the services offered or with omissions to the non-disclosure provisions of the risks to the Prospective Client.

L. Use malicious software with pop-up advertisements or advertisement-like mailings to email addresses without consent to receive said mailings;

M. Purchase keywords with reference to Towertrades and/or other misspellings of the name on pay-per click search engines to drive traffic to Partner’s own website;

N. Purchase trademarks which include the word “Towertrades" in any language;

O. Bid or appear on misspells or variations of "Towertrades " brand searches.

7.9 The Partner undertakes full responsibility of any legal representation and to pay all relevant fees, costs, expenses and fines in relation to any dispute, claim, action or proceeding relating to the intellectual property rights of the Company and/or its Affiliated Entities arising whatsoever directly or indirectly out of the Partner’s activities, negligence, willful default or fraud or breach of any of its obligations under this Agreement.

8. Protection of Personal Data

8.1 The Partner undertakes to observe all provisions of applicable laws and regulations for the protection of personal data for the purpose of fulfilling its obligations under this Agreement.

8.2 The Partner accepts full responsibility for paying any fines and/or compensating the Company and/or its Affiliated Entities for any losses resulting from its violation of the rules governing the protection of personal data. The Partner also agrees to indemnify and hold the Company and/or its Affiliated Entities, including their directors, officers, employees, shareholders, and owners, harmless from any and all claims, demands, liabilities, losses, damages, judgments, settlements, and other liabilities.

9. Confidentiality

9.1 The Parties undertake to hold in confidence all information (both written and oral) that becomes known to the Parties in connection with their performance of this Agreement, both for the duration of the Agreement and after its termination.

9.2 The Partner shall keep all information relating to the Company and/or its Affiliated Entities and/or their services and or the Introduced Clients strictly confidential and shall not disclose the same to any other person or seek to utilize the same in order to obtain any commercial advantage over the Company and/or its Affiliated Entities for itself or any other person or entity.

9.3 In the event of the termination of the Partner’s status, the Partner shall cease using confidential information which has become known to him or her through the performance of this Agreement and shall return or destroy all such documents or information.

10. Restrictions, Amendments and Termination

10.1 The Company at its discretion may put restrictions in the operation of the

Partner Accounts for any of the following reasons:

A. If there is any suspicion that the Partner is involved in any illegal/fraudulent transactions;

B. If there is a suspicion that the Partner violates any of the conditions of this Agreement or any term of the Client Agreement between the Company and the Partner as a Client or any other documents concluded between the Partners as a Client with the Company. In the event that the Partner is also a Client of the Company and any of the aforementioned events occur then the Company may also put restrictions in the operation of any of the Accounts in the name of the Partner.

10.2 The Company has the right to amend the terms of this Agreement at any time with immediate effect without giving any prior notice to the Partners.

10.3 The Company may terminate the Agreement and the Partner's status with immediate effect for any of the following reasons:

A. If the Partner violates the conditions of the Agreement;

B. In the event that the Partner is also a Client of the Company and the Partner violates any term of the Client Agreement between the Company and the Partner as a Client or any other documents concluded between the Partner as a Client of the Company;

C. If the Company has cause to believe that the Partner is not putting enough effort into promoting the Company's services. In the event that the Partner is also a Client of the Company and any of theafore mentioned events occur then the Company may also terminate with immediate effect the Client Agreement between the Company and the Partner as a Client.

10.4 The Company may terminate the Agreement without cause by giving five

(5) days written notice to the Partner.

10.5 Where termination of the Agreement and the Partner's status takes place, the Company shall pay commission for all Introduced Clients actually introduced before termination, excluding the instances directly provided for by this Agreement, until the effective termination date. The Partner shall not be entitled to receive any Commission from any Introduced Clients generated after the effective termination date.

10.6 Termination of the Partner’s status shall not preclude the Company from subsequently entering into contractual relationships with Introduced Clients introduced by the Partner.

10.7 The Partner shall no longer be allowed to use the Company's name and trademark following the termination of the Partner’s status and the Partner is obliged to return to the Company any Promotional Material.

11. Indemnity

11.1 The Partner agrees to indemnify and hold harmless the Company and/or its Affiliated Entities, directors, officers, employees, and affiliates from and against any liability, claims, demands, proceedings, costs, damages, expenses (including legal fees), and penalties/fines whatsoever suffered or incurred by them as a result of the Partner's activities, negligence, willful default or fraud, or breach of contract.

12. Client Complaints

12.1 The Partner will promptly inform the Company by telephone and in writing; of any complaint against the Company and/or any of its Affiliated Entities Upon Company’s request the Partner shall submit a full and detailed report with any supporting documents relating to the complaint within five (5) days of receiving the complaint.

12.2 The Partner agrees to notify the Company of any written complaint received from any Introduced Client which relates to any function that the Partner has undertaken and, in the event, the Partner agrees action is necessary, it undertakes to take reasonable steps to amend its procedures to avoid the occurrence of similar complaints in the future.

13. Notices

13.1 For the purposes of this Agreement, “writing” or “written notice” is defined as handwritten or typed text that is sent or received by email.

13.2 Any notice hereunder shall be in writing and deemed to have been duly given from the moment the email is sent to the below email addresses for the Company or to the last email address provided by the Partner to the Company. Company: supportedTowertrades@gmail.com.

14. Entire Agreement

14.1 This Agreement, together with any documents referred to in it, constitutes the whole agreement between the Parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

15. Partner’s Representations and Warranties

15.1 The Partner represents that he/she has the full right, power, and authorityto enter into and be bound by the terms and conditions of this Agreement and to perform his/her obligations under this Agreement, without the approval or consent of any other party.

15.2 The Partner certifies that, where required, he or she has obtained all necessary consents, approvals, or licenses (including, without limitation, any regulatory or governmental consents, approvals, or licenses), and he or she agrees to uphold such consents and authorizations throughout the term of this Agreement. Before beginning operations under the current Agreement, the Partner agrees to provide the Company with proof of any applicable authorizations, licenses, and consents that they have.

15.3 The Partner attests that, prior to the execution of this Agreement, he or she truthfully disclosed to the Company all information (including, without limitation, geography of leads, channels, any significant information regarding the Company's regulatory standing, and specifics of any significant difficulties previously encountered by him or her in the provision to Introduced Clients of such or similar services as those contemplated in this Agreement) that may be deemed material to the Company.

15.4 The Partner confirms that all information and/or documentation supplied by him/her to the Company (including, without limitation, information relating to any Prospective Client or Client, geography of leads, channels) is true, complete and accurate in all material respects and the Partner will advise the Company forthwith of any material change to the information previously provided. In addition, the Partner undertakes

to provide any further information and/or documentation as required by the Company from time to time.

16. Severability

16.1 If any part of this Agreement is found to be illegal, unenforceable, or in violation of any rule, regulation, or bylaw of any Market or regulator, that part shall be deemed to have been excluded from this Agreement from the beginning, and this Agreement shall be interpreted and enforced as though the provision had never been included, and the legality or enforceability of the remaining provisions of this Agreement or the legality, validity, and enforceability of the transactions contemplated hereby shall not be affected thereby.

17. Assignment

17.1 The Partner must be notified in writing at least five (5) Business Days in advance of the Company assigning any or all of its rights, responsibilities, or benefits under this Agreement or the performance of the entire Agreement to a third party. Any merger or acquisition of the Company by a third party, reorganization of the Company, impending winding up of the Company, or sale or transfer of all or a portion of the Company's assets to a third party are examples of situations in which this may be done. In the event of a transfer, assignment, or novation as indicated in the preceding sentence, it is accepted and understood that the Company shall have the right to disclose and/or transfer all Partner related information (including without limitation personal data, recording, correspondence, due diligence and identification documents, files and records etc) transfer the Partner Account and any money maintained in such Partner Account. The Partner may not transfer, assign, charge, novate or otherwise transfer or purport to do so the Partner’s rights or obligations under the Agreement without prior written consent of the Company.

18. No Waiver

18.1 No failure to exercise, nor any delay in the exercise, by either party to this Agreement of any right, power, privilege or remedy under this Agreement shall impair, or operate as a waiver of such right, power, privilege or remedy.

19. Miscellaneous

19.1 Nothing in this Agreement is intended to, or shall be deemed to establish any partnership or joint venture between the Company and the Partner, constitute either the Company or the Partner an agent of each other or of any other third pay, nor authorize the Partner to make or enter into any commitments for and on behalf of the Company.