White Label Agreement [PDF]

Zitiervorschau

CHINA YIGAO GOLD TRADER Ltd,. 909-10 New east ocean centre, 9 science museum road, Tsim Sha Tsui east, Kowloon, HK. Tel:1-888-909-7344 Fax:1-928-585-9872 website:www.qfiii.com

WHITE LABEL AGREEMENT CHINA YIGAO GOLD TRADER Ltd,. (YIGAO) is a full service gold trading company located in HongKong. YIGAO operates as a fully licensed FCM and liquidity provider for a wide range of GOLD products. ______________________________, the undersigned hereto, is a gold dealing principal with its domicile and principal place of business in ___________________________________. For the purposes of this agreement, the undersigned (hereinafter “White-Label Partner”), desires to use YIGAO’s gold spot Trading platform, the Meta Trader 4, on a white label basis. Accordingly, YIGAO and the White label Partner hereby agree as follows: 1. Scope of the agreement YIGAO only recognizes the partner as its contractual counterpart. No contractual relationship or any relationship of any other kind shall exist between the YIGAO White-Label Partner’s clients and YIGAO. This agreement allows for the partner to trade their own funds, which, as a client of YIGAO for this activity, shall in the normal course of events complete the necessary account opening documentation of YIGAO. For the sake of clarity nothing in this agreement will make YIGAO liable for any legal actions or claims of the partner’s clients as a result of the relations between the White Label Partner and its clients. 2. White Label YIGAO Platform. (WL YIGAO Platform) 2.1 General information YIGAO shall provide a White-Label trading platform to the partner. Such White-Label software is based on a license agreement between YIGAO and the legal owner of the exclusive property rights and copyright to the trading information system and the computer software package (hereinafter referred to as "the System") intended for the provision of brokerage service to customers engaged in internet trading. 2.2 Scope of the sub-license For the purpose of the use of the White-Label trading platform, YIGAO will grant a sub-license to the White Label Partner to use part of the System as far as this is technically required. Therefore YIGAO shall handle all technical issues related to the use of the White-Label trading platform by the White Label Partner and its clients. YIGAO shall however provide to the White Label Partner any additional information deemed necessary to the White Label Partner in order to run the White-Label trading platform. 2.3 Use and storage of technical data The White Label Partner recognizes and agrees that the technical data, related in particular to YIGAO software, which may be transferred by YIGAO to the White Label Partner is strictly confidential and furthermore the White Label Partner is aware of its duty to keep such data confidential. At the end of this agreement, the White Label Partner shall return any hard copy of such data to YIGAO and/or erase, destroy any record of such data

and shall confirm to YIGAO that such action has been taken. 2.4 Exclusion of liability YIGAO shall have no liability for any loss or damages caused by any communication and/or equipment failure, delays in reporting of transactions in accounting books or their confirmation or any faults in electric circuits. Initials _____ Date _____Page 1 of 7 Initials _____ Date _____

Furthermore, each White-Label service is provided on an “as is” basis and YIGAO and any related parties make no warranty, representation or other assurance in connection with the WhiteLabel service, including as to availability, accuracy, completeness, results, functionality, reliability, performance, timeliness, non-infringement, suitability, quality, merchantability, fitness for a particular purpose or otherwise. All representations, warranties and assurances (statutory implied or otherwise) are excluded. YIGAO and our related parties have no liability to the partner, client or third parties in connection with any YIGAO service other than for willful default, gross negligence and fraud. Further, YIGAO is not liable for any special, indirect, incidental or consequential losses which the partner or client may incur or experience in connection with this agreement or use of any YIGAO service, even if YIGAO knew of the possibility of those losses. The partner or client is solely responsible for any losses, damages or costs resulting from the reliance on any data that YIGAO or its related parties may provide in connection with the partner’s or their clients use of the YIGAO service. Nothing in these terms limits or excludes any liability to the extent contrary to applicable regulations. YIGAO generally offers variable and fixed spreads for spot gold contracts. However, in certain market conditions and upon YIGAO' sole discretion, YIGAO may change, without prior notice, the quoted prices and/or spreads in the online trading platform and YIGAO shall remain harmless of any damages or costs arising thereof. 3. White Label Partner obligations 3.1 General obligations The White Label Partner shall: 3.1.1 Use its best efforts to promote and market its services. 3.1.2 Employ suitable personnel in order to market, demonstrate and support the services. 3.1.3 Clearly act as principal in all dealings with its clients with particular reference to the trading of their funds and all related services and not as YIGAO’ agent or partner. 3.1.4 Ensure compliance with all applicable laws and regulations when conducting its business. 3.1.5 For the duration of this agreement and for the one year period following termination or its expiration, the White Label Partner will not solicit the employment of any of YIGAO employees with whom they have interacted without the prior written consent of YIGAO. 3.2 Legislation compliance The White Label Partner will ensure that they have, and will at all times maintain at their own cost all necessary registrations or notifications regarding the applicable data protection legislations and that they will at all times comply with such legislations. The White Label Partner hereby warrants that it/or its agents, partners and employees adhere to any relevant legislation, in particular the anti-money laundering legislation of its place of business or of its clients countries of domicile or registration if required by such legislations and that in view of the good execution of this agreement it will maintain and comply with the necessary legislation. The White Label Partner understands and agrees that it is responsible for compliance under any applicable legislation and for any advice given. It will indemnify YIGAO against any loss, damage, costs, liability or

Initials _____ Date _____ Page 2 of 7 Initials _____ Date ______

expense incurred on YIGAO arising out of the White Label Partner's misuse of the service or information contained therein. The White Label Partner understands that YIGAO uses checking software and carries out manual checks regularly to ensure reliability of its informative system, in general, and of its trading platform and its related terminals, in particular. However, in the event of technical failure no liability can be placed against YIGAO, subject to fraud or gross negligence committed by YIGAO. 3.3 Duty to inform YIGAO will have no liability to the White Label Partner’s clients for any advice, decision or recommendation given or made by the White Label Partner (be it directly or on the basis of an advice, decision or recommendation given or made by YIGAO to the White Label Partner) and the White Label Partner shall indemnify and save YIGAO harmless with respect to any loss or liability arising from any such advice, recommendation or decision or from any delay, default or neglect by the White Label Partner in relation to any services to the White Label Partner's clients. 4. Fees Where applicable, any fees, charges or other costs charge to the White Label Partner by YIGAO are defined in Supplement to White Label Agreement. 5. Termination Either party may terminate this agreement by serving one month notice in writing on the other party. This must be sent by recorded delivery post to the relevant current address or by e-mail. YIGAO may terminate the agreement without notice: a) If the White Label Partner commits a material breach of its obligations under this agreement. b) If any execution or other legal process is enforced against any of the assets belonging to the White Label Partner. c) If a bankruptcy order is made against the White Label Partner or if the White Label Partner makes a voluntary arrangement with its creditors, or a winding up or administration order is made or any order or resolution is passed for the White Label Partner's winding up or any receiver is appointed. d) If the White Label Partner does not pay the fees as provided under article 4 (if applicable). 5.1 In the event that YIGAO elects to terminate this agreement, the White-Label partner shall be barred from establishing new orders upon being served with effective notice and its access to the White-Label platform will be limited to open position liquidation only. White Label Partner shall be required to close all open position on the White-Label platform within 120 days after being served effective notice. 6. Effect of termination Upon being notified of the termination of this agreement, the White Label Partner must take all necessary measures within the termination period or immediately in case of immediate termination of this agreement in order to stop any transaction or financial flow between YIGAO and the White Label Partner. The White Label Partner shall take all necessary measures in order to prevent the White Label Partner's clients from any damage which might be caused by the termination of this agreement. YIGAO shall not be liable for any losses or damage caused to third parties in relation with the termination of this agreement.

Initials ______Date ______Page 3 of 7 Initials _____Date ______

7. No agency or partnership agreement Nothing in this agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorize either party to this agreement to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power. 8. Severance If any provision of this agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: a) The legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or b) The legality, validity or enforceability in any other jurisdiction of that or any other provision of this agreement. 9. Assignment The White Label Partner is not entitled to transfer this agreement to another party without the express written consent of YIGAO. YIGAO will not unreasonably withhold such consent. 10. Amendments Any change or amendment of this agreement shall be made in a form that is acceptable to both parties and shall be executed by both parties with appended signatures by authorized signatories. 11. Notice Any change to address, telephone, fax number or email address must be notified in writing. 12. Limitation of liability YIGAO will not be liable for indirect, special or consequential damages (or any loss of revenues, profits, or data) arising in connection with the execution, the partial execution or the non execution of this agreement and any other act related to the program, subject to acts or omissions committed by YIGAO with fraud or gross negligence. 13. Disclaimer Subject to fraud or gross negligence: a) YIGAO does not promise or warrant that access to YIGAO' platform will be error-free, accessible and uninterrupted at any particular time or that YIGAO will always be able to process orders or information properly or timely. Initials ______ Date ______ Page 4 of 7 Initials _____ Date _____

b) YIGAO makes no promise or warranty in connection with its operation of its platform or the White Label Partner's terminal. 14. Choice of law / Place of jurisdiction a) This agreement is governed by and construed in accordance with the laws of Mauritius. b) The courts of Mauritius have exclusive jurisdiction to settle any dispute arising from or connected with this agreement including a dispute regarding the existence, validity or termination of this agreement or the consequences of its nullity. Further the parties agree that the courts of YIGAO are the most appropriate and convenient courts to settle any dispute and, accordingly, that they will not argue to the contrary. c) YIGAO retains the right to file an action in the country of domicile of the White Label Partner or before any other competent court, in which case Mauritius law will still apply. EXECUTED: For and on behalf of YiGao Ltd.: Name of Authorized Signatory: ________________________________ Date: ___________________________________________________ Signature: _______________________________________________ EXECUTED: For and on behalf of the YIGAO White-Label Partner: Name of Authorized signatory: ________________________________ Date: ___________________________________________________ Signature: _______________________________________________ Initials ______ Date ______ Page 5 of 7 Initials _____ Date _____

Supplement To White Label Agreement

This Supplement to the White Label Agreement “The Agreement” dated this ____ day of _________, 20___ between YIGAO, a HongKong based gold brokerage firm, and ____________________________, hereinafter referred to as (“White Label Partner”), with an address located at

______________________________________________, details the additional terms between YIGAO & White Label Partner. Compensation From YIGAO to White Label Partner: YIGAO will rebate the White Label Partner 100% of the commission charged per round turn transaction on the monthly volume generated by the clients of the White Label Partner. For monthly volume above USD100 Million (1,000 standard lots), YIGAO will rebate Introducer 1.0 pips per round-trip standard lot. YIGAO will perform payout transaction to White Label Partner within 15 days following the end of the month. For example, January’s payout will be made no later than February 15th, etc. Terms: YIGAO reserves the right to suspend any Customer Account should YIGAO deem the customer to be engaging in latency arbitraging Initials ______ Date _____ Page 6 of 7 Initials _____ Date _____

,churning, or any additional trading method engaged in primarily for the purpose of manipulating YIGAO’ trading platform and/or generating excessive commission and/or rebates.

YIGAO will provide White Label Partner with “5 decimal pricing” using “market execution,” and normal variable pricing with “instant execution.” White Label Partner agrees to make no assertions or Representations that YIGAO & White Label Partner are the same company. The extent of the relationship is that of a White Label Agreement. YIGAO agrees not to use White Label Partner’s database for the purpose of knowingly marketing directly to White Label Partner’s clients, and in addition, YIGAO agrees to keep all database and archives for a minimum two years. YIGAO agrees to exercise best efforts in keeping its relationship with White Label Partner confidential from parties not including employees or representatives of YIGAO or White Label Partner. EXECUTED: For and on behalf of CHINA YIGAO GOLD TRADER Ltd,. Name of Authorized Signatory: Date: Signature: EXECUTED: For and on behalf of Name of Authorized Signatory: Date: Signature: Initials ______ Date _____ Page 7 of 7 Initials _____ Date ______