Affiliate Program Agreement

This Affiliate Program Agreement (“Agreement”) sets forth the terms and conditions of your use of the Cornix Affiliate Program (“Affiliate Program”) between you and us. In this Agreement “you”, “your”, or “referrer” refer to an individual or entity who wishes to participate in the Affiliate Program. “We”, “us” and “our” refer to Cornix 10 LTD.

This Agreement explains our obligations to you and sets out your obligations to us for the Affiliate Program offered by Cornix. By applying on our website located at (“Website”), and being accepted into our Affiliate Program, in our sole discretion, and by your use of the Affiliate Program, you agree to comply with all of the terms and conditions set out in this Agreement. We may accept or reject your Affiliate Program application in our sole discretion.

We reserve the right, at our sole discretion, to change, modify, add or remove portions of any part of this Agreement, at any time. We will notify you about the changes to the terms and conditions of this Agreement either by email, to your account (if any) or through the Website. Your continued use of our Website means that you accept and agree to the changes in this Agreement.

1. Description of the Affiliate Program

1.1 To enroll and participate in the Affiliate Program, you must be a natural person with full active legal capacity or a legal person and have an active Cornix account, subject to and in compliance with the requirements of any agreements you have with Cornix, such as, but not limited to, the Cornix Terms and Conditions, Privacy Policy and this Agreement.

1.2 The Affiliate Program allows you to provide a platform for advertising Cornix via your “website” or “publishing location” (such as, but not limited to, an electronic newsletter, blog, social media account, messaging platform) (collectively, the “Site”), thereby driving traffic to the Cornix platform on (“Platform”), whereby you may earn a portion of the revenue generated (“Commission”) if a person that is not you or one of your related persons (“Visitor”) becomes a registered user of Cornix services (“Client”) after being referred to the Cornix Website or Platform from a specific internet hyperlink (“Link”) contained on your Site.

1.3 Cornix reserves the right, at any time, to review your placement and approve the use of a Link and require that you change the placement or use of a Link to comply with the guidelines provided to you by Cornix.

1.4 After being referred to the Cornix Website from a Link, Visitors need to complete registration directly and immediately after using the Link in order for your accounts to be linked. Otherwise, or if the Visitor clicks on another website or publishing location’s Link that is not controlled by you or related persons, or returns to the Cornix Website via another source-coded advertising Link your Link will be overwritten, and you will not receive a Commission for that Visitor’s account. You are not authorized to modify or alter the Link or the cookies in any way. Cornix is not liable or responsible in any manner whatsoever for any tracking or reporting errors that may result from any modifications to the Link or the cookies.

1.5 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to wherever you publish your Link. You must have express permission to use any person’s copyrighted material, whether in writing, an image, or any other copyrightable work. We will not be liable or responsible (and you will be solely liable and responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

2. Affiliate Restrictions

2.1 You acknowledge and agree that you shall not:

2.2 You also acknowledge and agree that your Site shall not:

2.3 You acknowledge and agree that Cornix may terminate this Agreement if you or your Site violates, as determined by Cornix in its sole discretion, any of the aforementioned restrictions or additional restrictions as modified from time to time. Cornix also reserves the right to seek recovery of any or all Commissions paid or payable to you or your related persons and you hereby agree to such liability and prompt repayment of such Commissions if you or your Site violates, as determined by Cornix in its sole discretion, any of the aforementioned restrictions or additional restrictions as modified from time to time.

2.4 You represent and warrant that: (a) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (b) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and (c) you have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

2.5 Cornix may, in its sole discretion, decline any Visitors referred by you, decline anyone as a client and suspend or terminate, in whole or in part, any account or other business relationship with any of its Clients (including any Visitor accepted by it as a Client) at any time in its sole discretion.

3. Commission and Payouts

3.1 The Commissions you’re entitled to receive are described in the ‘Commission Appendix’ provided at the end of this Agreement.

3.2 You will be entitled to a payout of a ‘Referral Commission’ if all the below criteria are met:

3.3 You will be entitled to a payout of a ‘Existing Client Commission’ if all the below criteria are met:

3.4 You may request a Commission payment when your balance reaches a minimum threshold of 100 USD. For the avoidance of doubt, in case of partial refunds, chargebacks, or other similar returns, the respective portion of the return to the Client will be deducted from the amount accredited to your Commission balance.

3.5 Commission payments can be requested at any time and shall be processed within 21 business days from the date of the request. The processing time of the first Commission payment request is determined by Cornix and may be extended in our sole discretion. Such reasonable extension shall not be treated as a breach of Cornix’s obligation to pay the Commission due to you. You are responsible for providing Cornix with the full and accurate details that are required to remit the Commission and are solely responsible for any delays in payment resulting from your failure to do so in a timely manner.

3.6 Monthly subscription purchases that are eligible for a Commission payment will be credited to your balance in full, while the Commission for the purchase of a 12 month (annual) subscription will be paid monthly in equal installments throughout the 12 month period.

3.7 Commission shall be paid in USD. Cornix will track all Commissions earned and may, in its sole discretion, decide not to pay any Commission to you should we believe that any referral has been made in violation of our guidelines, any breach of this Agreement due to Visitor, user or client fraud, or due to Visitor, user or Client contract cancellation or other illegal or inappropriate activity. Commission will not be paid from affiliated accounts that share the same IP address, use the same device or belong to the same household. It is your sole, and absolute duty to follow precisely this Agreement and its guidelines at all times. Cornix is under no obligation whatsoever to pay any Commission to anyone who does not strictly follow this Agreement and its guidelines, as modified from time to time.

3.8 It is your responsibility to declare, pay or withhold taxes from your receipt of any Commissions, and you agree to indemnify and hold Cornix and its affiliated entities harmless from and against any claim arising out of your failure to do so.

3.9 You shall bear all costs and expenses of any nature whatsoever incurred in connection with this Agreement. Under no circumstances shall Cornix be liable hereunder for any amounts other than the Commission.

3.10 If the commissions are older than 2 years and have not been withdrawn – they will be removed from your affiliate account’s balance.

4. Responsibility

4.1 As an affiliate and referrer, we provide you with the Links necessary to promote Cornix services, which you may display in any area of your Site as you wish. The Links will identify your Site as a member of our Affiliate Program and will establish a Link from your Site to ours. You acknowledge and agree it is your sole responsibility to indicate your correct unique referral or affiliate ID in the promotional materials you use on your Site. You may promote the services that Cornix offers in any manner you choose unless it misleads Visitors about Cornix services, or is inappropriate or illegal.

4.2 Cornix will not be responsible for lost sales or lost opportunity to earn Commission due to any cause (such as technical difficulties or over-capacity including system overload or load shedding) preventing Cornix from registering any account, accepting deposits, executing trades, closing positions, or providing any other product or service to the Visitor. Cornix will provide tracking for referral sales and Commissions and provide this information to the referrer via the activity reporting tool available within the referrer’s Cornix account.

4.3 You are responsible to cooperate with any request by Cornix to provide information on your affiliation and referral activities and/or provide any other information as requested to enable Cornix to monitor and review your activities for any deviations from its obligations under this Agreement, or any applicable legislation.

5. Grant of License

We grant to you a non-exclusive, non-transferable, revocable right to: (i) access our Website and Platform through the Links solely in accordance with the terms of this Agreement; and (ii) solely in connection with such Links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Cornix and the good will associated therewith will inure to the sole benefit of Cornix.

6. Limitation of Liability

6.1 The Affiliate Program is provided on an “as is” and “as available” basis and the use of the Affiliate Program is at your own risk. Cornix makes no representations or warranties, either expressed or implied, with respect to the Affiliate Program, or any service or information provided through the Affiliate Program.

6.2 Cornix is not responsible for any damages, injury or economic loss arising from your use of the Affiliate Program. Should any part of the Affiliate Program cause damage or inconvenience to you or anyone claiming any loss through you, you will assume all the liability and responsibility for their costs, if applicable.

6.3 Under no circumstances shall Cornix be liable for any direct, indirect, incidental, punitive, special, or consequential damages for any reason whatsoever related to this Agreement, your use or inability to use the Affiliate Program, the Platform, Website(s), or the materials and content of the Website(s) of Cornix or any other websites linked to such Website(s) or your provision of any personally identifiable information to backend service providers or any third party. This limitation applies regardless of whether the alleged liability is based on contract, tort, warranty, negligence, strict liability or any other basis, even if we have been advised of the possibility of such damages or such damages were reasonably foreseeable. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall Cornix’s cumulative liability to you arising out of or related to this Agreement exceed the total Commissions paid to you under this Agreement in the 6 months preceding any claim.

6.4 The provision of this section determines the allocation of risks between you and us, and you agree and acknowledge that such allocation of risks and the limitations of liability specified herein are an essential basis of the bargain between you and us.

6.5 The above exclusions of liability shall be valid to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion of certain warranties in certain circumstances. Accordingly, some of the limitations set forth above may not apply in your jurisdiction.

7. Indemnity

7.1 You are fully responsible for the due performance of your obligations under the Agreement and must compensate us any and all damages caused by the non-performance or unsatisfactory performance of your obligations.

7.2 To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Cornix, our officers, directors, shareholders, successors in interest, employees, agents, clients and partners from and against all liability, claims, costs, expenses, damages and losses, including reasonable attorney’s fees (collectively, a “Claim”), arising directly or indirectly in connection with your use of the

Affiliate Program, Cornix’s Website and/or Platform, including any served content that is not provided by us, out of any disputes between you and any other party relating to this Agreement, or your breach of any terms of this Agreement. You shall notify us immediately of any matter which could result in any Claim subject to indemnification under this section. Such notification will not release you from your indemnification duty. We reserve the right to exercise sole control over the defense, at your expense, of any Claim subject to indemnification under this section.

8. Force Majeure

You agree that Cornix will not be held liable for costs, damages or losses caused by force majeure events, including but not limited to, government restrictions, exchange or market rulings, suspension or delay of trading, war, civil disturbances, earthquakes, epidemics or pandemics, strikes, equipment failure, or any problem, technical or otherwise, which may prevent the referrer or the Client referred from entering or modifying an order or prevent Cornix from an online transaction, or other events or conditions beyond Cornix’s control, as determined and in the sole discretion of Cornix.

9. Termination

9.1 This Agreement shall commence with effect from the date your Affiliate Program application has been accepted by Cornix and shall continue until terminated by 3 days written notice given by either party to the other at any time and for whatever reason.

9.2 We may at any time with immediate effect terminate the Agreement if:

9.4 A termination notice must be sent by registered mail (with notice of delivery) or by e-mail, sent by you to [email protected] or by e-mail from us to the e-mail address you have previously provided to Cornix.

9.5 In any case of termination (with or without cause) you must refrain immediately from any further use of the Link and/or other marketing or promotional activity related to Cornix as an affiliate in the Affiliate Program. Also, you must refrain immediately from using any trademark or other Licensed Materials that are owned or associated with us as well as from using any confidential information that you have become aware of due to your participation in our Affiliate Program.

9.10 Upon termination of this Agreement, you shall no longer be entitled to receive any Commission with respect to any Visitors that became Clients following the effective date of termination of this Agreement.

10. Notices

You agree that we may communicate with you electronically regarding any financial information related to your account. We may also provide notices to you by posting them in your account on our Website, or by sending them to an email address that you have previously provided to us. Website and email notices shall be considered received by you within 24 hours of the time posted or sent by Cornix.

11. Governing law and jurisdiction

11.1 This Agreement shall be governed by, and interpreted in accordance with the law of Israel. Any action to be brought in connection with this Agreement shall be brought exclusively in the courts of Tel-Aviv-Jaffa, Israel and you irrevocably consent to their jurisdiction. In the event that any provision of this Agreement is held to be unenforceable, such provision shall be replaced with an enforceable provision that most closely achieves the effect of the original provision, and the remaining provisions of this Agreement shall remain in full force and effect.

12. Miscellaneous

12.1 Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and Cornix or authorizes you to act on behalf of Cornix. We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment shall be null and void. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose. Any translation of this Agreement is provided solely for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language and in the event of a dispute, the English language version shall prevail. Any translation provided may not accurately represent the information in the original English language version of this Agreement.

13. How to Contact us?

The best way to get in touch with us is to contact us at: [email protected]. We’d love to hear your questions, concerns, feedback, or complaints about our Affiliate Program and Cornix’s services in general. When contacting us we request that you include identifying information such as your name and email address, and the issue for which you have feedback, questions, or complaints, so we can address your matter appropriately.