THIS AGREEMENT is made as of _lunes 15 de diciembre________________ ("Effective Date") by and among) Ltd. __________ private company registered under the laws of the with its principal offices at _Queretaro 9 colonia valle ceylan tlalnepantla edomex.___ ("Marketing Partner") and Ava Financial Ltd a BVI private company ("Company") (Marketing Partner and Companycollectively referred to herein as the “Parties” and individually as a “Party”).
R E C I T A L S
Whereas Company developed and operates technology and services allowing traders to trade forex online and offline.
Whereas Marketing Partner operates marketing services which may be used to enhance exposure of Company's trading services to traders;
Whereas The Parties wish to enter into anagreement whereby Marketing Partner shall provide marketing services to the Company, all in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter set forth, the Parties hereby agree as follows:
1. GRANT OF RIGHTS.
1.1 Grant. During the term of this Agreement, Company grants MarketingPartner the non-exclusive, non-transferable right to market the Company’s Forex trading services and direct Customers and potential customers to use the Company’s’ Forex Trading Services in accordance with the terms and conditions of this Agreement.
1.2 For avoidance of doubt this Grant does not include ant grant or right in the trademarks, trade secrets .or intellectual property of theCompany.
2. Marketing Partner's declarations and obligations.
Marketing Partner hereby undertakes to:
2.1 Comply in all respects with all applicable laws, regulations and approvals.
2.2 Conduct itself in a professional manner in accordance with industry standards so as not to cause disrepute or ill favor to Company.
2.3. Comply with and act in accordance to the Company'sTerms and Conditions, as may be amended from time to time, and other policies of the Company relating to the trading services and marketing of the Company.
2.4. Ensure that all promotional material is of a type and character, and is disseminated in a manner, that will not cause disrepute or harm to the Company and comply with all applicable laws and regulations, including without limitationrelating to anti-span laws and regulations. Immediately upon notice from the Company that, in the Company's opinion, any promotional material (content or method of use) does not comply with this standard, Marketing Partner will cease use of such materials or manner of use .Marketing Partner undertakes to comply with all reasonable instructions received from the Company regarding the content,nature and location of any advertising campaigns or materials.
2.5 Not to use the name of the Company in any promotional materials or otherwise, without obtaining the prior written approval of the Company relating to the general type of such promotional materials and not to distribute any such promotional materials in any manner or forum which may be offensive Ava personnel may notgenerate, distribute or use any promotional material that: (a) is likely to deceive the public; (b) contains any material misstatement of fact or a statement that such person knows omits a fact, if such omission makes the promotional material misleading; (c) mentions the possibility of profit unless accompanied by an equally prominent statement of the risk of loss; (d) includes a measurement ordescription of or makes any reference to hypothetical results which could have been achieved had a particular trading system been employed in the past unless accompanied by the statement identified below; (e) includes any reference to actual past trading profits without mentioning that past results are not necessarily indicative of future results; or (f) includes any specific numerical or statistic...