Sales Partner Agreement

“ApexStrat Platform” means the algorithmic trading infrastructure, software, and associated services provided by ApexStrat Technologies FZCO.

“Referred Customer” means a customer who registers on the ApexStrat Platform using the Partner's unique affiliate code or referral link, and whose registration is attributed to the Partner by ApexStrat's affiliate tracking system.

“Active Customer” means a Referred Customer who has at least one active product subscription generating monthly fees on the ApexStrat Platform.

“Commission” means the monetary amount payable to the Partner calculated as a percentage of fees collected from Active Customers as described in Section 5.

“Affiliate Code” means the unique alphanumeric identifier assigned to the Partner for tracking referrals.

To become a Sales Partner, you must: (a) be at least 18 years of age; (b) be a legal resident or registered business entity in a jurisdiction where referral activities are lawful; (c) complete the partner registration form accurately and completely; (d) accept this Agreement electronically; and (e) not be a current employee or contractor of ApexStrat Technologies FZCO.

ApexStrat reserves the right to approve or decline any partner application at its sole discretion without explanation. Partner status becomes active only upon explicit written (including electronic) confirmation from ApexStrat.

Partners are independent contractors, not employees, agents, or franchisees of ApexStrat. Nothing in this Agreement shall be construed to create an employment relationship, joint venture, or partnership between the parties.

Accurate representation. Partners must accurately represent ApexStrat's products and services. Partners shall not make guarantees of profits, specific returns, or trading performance. Partners must clearly communicate to prospects that: (a) algorithmic trading involves risk of loss; (b) ApexStrat is a technology provider, not an investment adviser or asset manager; (c) past performance does not guarantee future results.

Compliance. Partners must comply with all applicable laws, regulations, and guidelines in their jurisdiction, including any rules governing the referral of financial service providers. Partners are solely responsible for obtaining any permits, licenses, or registrations required in their jurisdiction to engage in referral activities.

Marketing materials. Partners may use only ApexStrat-approved marketing materials. Partners must not create their own marketing materials without prior written approval from ApexStrat. Partners must include all required disclaimers in any promotional communications.

Prohibited conduct. Partners shall not: (a) make unsolicited bulk communications (spam); (b) use misleading or deceptive marketing practices; (c) make claims about guaranteed returns or risk-free trading; (d) target individuals known or suspected to be financially vulnerable; (e) misrepresent ApexStrat's regulatory status; or (f) engage in any activity that brings ApexStrat into disrepute.

Upon approval, ApexStrat will assign the Partner a unique Affiliate Code. Customers who register using the Partner's referral link or by entering the Affiliate Code during registration will be attributed to the Partner.

Attribution is determined solely by ApexStrat's tracking system. In cases of dispute (e.g., multiple affiliate codes used, cookie deletion), ApexStrat's determination is final.

The Affiliate Code is personal to the Partner and may not be transferred, sold, or shared. ApexStrat may deactivate the Affiliate Code at any time for cause.

Commissions are calculated monthly based on the Partner's tier:

Commission is calculated on the total fees collected from Active Customers in a given calendar month, including both the fixed monthly fee (€500 per product) and any performance fees charged. Commission is not earned on months where a customer pays no fees (e.g., months in which performance fees are zero and no fixed fee is charged due to billing failure or dispute).

Milestone bonus. A one-time additional 1% commission is applied in any month where total revenue generated from the Partner's Active Customers exceeds €10,000.

Tier review. Tier is reviewed and updated on the first business day of each calendar month based on the number of Active Customers at month-end. Tier upgrades are effective immediately. Tier downgrades take effect after two consecutive months below the threshold.

Commissions become due and payable on the 5th calendar day of the month following the month in which the commissionable revenue was collected by ApexStrat from the customer.

Minimum payout threshold: €50. Commissions below the threshold are carried forward to the following month(s) until the threshold is reached.

Payment methods: Bank wire transfer (SEPA or international SWIFT), PayPal. Partners must maintain accurate bank details in their Partner Portal. ApexStrat is not responsible for misdirected payments resulting from incorrect bank details.

Currency: All commissions are calculated and paid in Euros (EUR). Currency conversion costs are borne by the Partner.

Withholding. ApexStrat may withhold commission payments pending: (a) investigation of potential fraud or policy violation; (b) disputed customer charges; (c) Partner's failure to provide requested documentation (KYC/AML). Held commissions are released upon resolution.

If a customer charge is reversed, refunded, or charged back after commission has been paid, ApexStrat will deduct the corresponding commission from the Partner's next payout. If no future payout is sufficient, ApexStrat may invoice the Partner for the amount owed.

In cases of suspected fraud where Partner involvement is investigated, all commissions may be suspended pending outcome.

ApexStrat grants the Partner a limited, non-exclusive, non-transferable, revocable license to use ApexStrat's trademarks, logos, and approved marketing materials solely for the purpose of promoting ApexStrat's services under this Agreement.

The Partner shall not: (a) register any domain names incorporating ApexStrat trademarks; (b) use ApexStrat trademarks in any way that suggests endorsement of unrelated products or services; (c) modify ApexStrat's marketing materials without written approval.

All intellectual property rights in the ApexStrat Platform, materials, and brand remain the sole property of ApexStrat Technologies FZCO.

The Partner acknowledges that they may receive access to confidential information including (but not limited to) customer lists, commission structures, and platform performance data. The Partner agrees to: (a) keep all confidential information strictly confidential; (b) not disclose confidential information to any third party without prior written consent; (c) use confidential information only for the purpose of performing obligations under this Agreement.

These confidentiality obligations survive termination of this Agreement for a period of three (3) years.

This Agreement commences on the date of acceptance and continues indefinitely unless terminated by either party.

Termination by Partner: The Partner may terminate this Agreement at any time with 30 days' written notice. Commissions accrued up to the termination date and meeting payout thresholds will be paid in the normal cycle.

Termination by ApexStrat (for cause): ApexStrat may terminate immediately without notice for: (a) breach of any term of this Agreement; (b) fraudulent activity or misrepresentation; (c) conduct detrimental to ApexStrat's reputation; (d) regulatory requirement. Upon termination for cause, unpaid commissions may be forfeited at ApexStrat's discretion.

Termination by ApexStrat (without cause): ApexStrat may terminate with 60 days' written notice. All accrued commissions will be paid in full.

Upon termination, the Partner must immediately cease using all ApexStrat trademarks and marketing materials and deactivate or remove all referral links.

ApexStrat's total liability to the Partner under or in connection with this Agreement shall not exceed the total commissions paid to the Partner in the three (3) months preceding the event giving rise to the claim.

ApexStrat shall not be liable for indirect, consequential, special, or punitive damages, including lost profits or loss of anticipated commissions resulting from changes to the Platform, product discontinuation, or customer churn.

The Partner acknowledges that commission income is variable and dependent on customer activity. ApexStrat makes no guarantee of minimum commission earnings.

This Agreement is governed by the laws of the Dubai, IFZA Free Zone, UAE. The parties agree to submit to the exclusive jurisdiction of the courts of the IFZA Free Zone, Dubai, UAE for resolution of any disputes arising out of or in connection with this Agreement.

Before resorting to formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days.

ApexStrat reserves the right to amend this Agreement at any time by providing 30 days' written notice to the Partner's registered email address. Continued participation in the Partner Program after the effective date of any amendment constitutes acceptance of the revised terms.

Material changes to commission rates or payment terms require 60 days' notice.

Each party shall comply with applicable data protection laws. The Partner shall handle any personal data of prospects in accordance with applicable law and shall not transfer personal data of prospects to ApexStrat without the prospect's knowledge and consent.

ApexStrat will process Partner personal data as described in the Privacy Policy.

Questions regarding this Agreement should be directed to: