AFFILIATE PROGRAM AGREEMENT

The following is a list of our complete terms and conditions that apply to all members of the eToro.com Affiliate Program. Please read this agreement to its entirety.

By submitting the application form or linking to the eToro Affiliate Program website you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

This Affiliate Agreement (“Agreement”) is made by and between eToro Group Limited. (“eToro”), and the entity registered to be a Forex Affiliate (“eToro Affiliate”) on the partner’s registration page (the “Registration Page”) located at www.etoropartners.com. This Agreement shall govern the terms and conditions pursuant to which eToro Affiliate shall promote and market the eToro Trading Platform (as defined below).

The eToro Affiliate will use its best efforts to (a) promote and market the Websites, and (b) identify for eToro prospective Leads. In no event shall eToro Affiliate engage in any marketing or promotional activity related to eToro in any area, location, territory or jurisdiction outside of the Territory as defined by eToro from time to time. eToro Affiliate shall bear all costs and expenses for such activities unless otherwise determined by eToro, in its sole discretion. Under no circumstances shall eToro Affiliate promote or market any other internet entity other than the eToro Platform by means of the Websites.

2.2.1 General.

eToro Affiliate may display Creative on the Websites solely for the purpose of marketing and promoting eToro and forex brands promoted by eToro and by eToro Related Entities during the term of this Agreement, or until such earlier time as eToro may, upon reasonable prior notice, instruct eToro Affiliate to cease displaying the Creative. eToro Affiliate may not alter, amend, adapt or translate the Creative without eToro’s prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of eToro or any of eToro Related Entity.

In no event shall eToro Affiliate engage in any e-mail marketing or promotion with respect to eToro, any eToro Related Entity except as expressly set forth in this Agreement. In the event that eToro Affiliate has an Opt In List, eToro Affiliate may make a written request to eToro to send e-mails regarding the offering of eToro and eToro Related Entities to the individuals on the Opt-in List. In the event eToro approves such request, eToro Affiliate shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, eToro Affiliate shall (a) not send any e-mail regarding eToro and/or eToro Related Entities to any individual or entity that has not requested such information (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding eToro, eToro Related Entities and/or the eToro platform.

In addition to the restrictions of Section 2.4 above, eToro Affiliate shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to eToro, eToro Related Entities and/or the eToro Platform, (b) use Malware and/or Spyware techniques and/or Pier to Pier (P2P) distribution methods and/or Paid to Click (PTC) networks and/or doorway pages opening eToro website inside an iframe and/or use any other aggressive advertising or marketing methods in any of its dealings relating to eToro, eToro Related Entities and/or to the eToro Trading Platform, (c) make any false, misleading or disparaging representations or statements with respect to eToro, eToro Related Entities or the eToro Trading platform or (d) engage in any other practices which may affect adversely the credibility or reputation of eToro, eToro Related Entities or the eToro Trading platform, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.

In addition to, and without limiting the provisions of this Agreement, eToro Affiliate shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

eToro Affiliate shall promptly inform eToro of any information known to eToro Affiliate related to any Leads, Prospective Affiliates that could reasonably lead to a claim, demand or liability of or against eToro and/or the eToro Related Entities by any third party.

eToro Affiliate shall be entitled to receive the Fees designated in the account of eToro Affiliate at the computerized systems of eToro (the “Fees” and/or the “Affiliate Fees”). The Fees shall be due on the dates set forth in the account of eToro Affiliate at the computerized systems of eToro. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. eToro reserves the right to demand and receive information about any Lead and to asses the competency of such Lead for payments. eToro reserves the right to modify the Fee structure and/or the payment terms at any time upon reasonable advance notice to eToro Affiliate.

For avoidance of doubt, eToro Affiliate will not be entitled to Fees under the following circumstances:

The provisions of this Section 4 shall apply to the extent eToro Affiliate has been accepted in eToro’s “Second Tier Affiliate Program”.

In addition to its activities described in this Agreement in Section 1.1 above, eToro Affiliate may also identify for eToro Prospective Affiliates subject to the terms and conditions set forth herein. In the event that a Prospective Affiliate becomes an eToro Affiliate by means of introduction by eToro Affiliate, Prospective Affiliate must fully accept and comply with the terms of this Agreement. eToro Affiliate shall provide eToro with any information required immediately upon demand about Prospective Affiliate so that eToro may asses credentials and comply with any and all anti money laundering requirements regarding money traffic.

eToro may terminate this Agreement at any time, with or without cause, effective immediately upon notice to eToro Affiliate.

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information); (b) eToro Affiliate shall immediately cease displaying any Creative on any Website or otherwise and (c) all rights granted to eToro Affiliate hereunder will immediately cease; provided, however, that in the event that eToro Affiliate has elected to be compensated on a “Revenue-Sharing” basis (as described in Schedule 1) with respect to either the Fees and/or the Affiliate Fees, as applicable, eToro Affiliate shall be entitled to receive, subject to the provisions of section 3 above, any Fees and/or Affiliate Fees, as applicable, as may become due and owing to eToro Affiliate pursuant to terms and conditions of this Agreement, during the three (3) month period immediately following the effective date of termination of this Agreement. Following the lapse of such 3-months period, no Fees and/or Affiliate Fees shall be payable to eToro Affiliate.

Sections 5 through 11 shall survive the termination or expiration of this Agreement.

As between eToro Affiliate and eToro, the Creative, all demographic and other information relating to Leads, Prospective Affiliates and Affiliates, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of eToro or otherwise related to the eToro Trading Platform, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “eToro Property”) shall be and remain the sole and exclusive property of eToro. To the extent, if any, that ownership of any eToro Property does not automatically vest in eToro by virtue of this Agreement, or otherwise, eToro Affiliate hereby transfers and assigns to eToro, upon the creation thereof, all rights, title and interest eToro Affiliate may have in and to such eToro Property, including the right to sue and recover for past, present and future violations thereof.

During the term of this Agreement, eToro hereby grants to eToro Affiliate a limited, revocable, non-exclusive and non-transferable license to display the Forex Marks, solely as necessary to perform eToro Affiliate’s obligations under this Agreement. eToro Affiliate acknowledges and agrees that: (a) it will use the Forex Marks only as permitted hereunder; (b) it will use the Forex Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by eToro; (c) the Forex Marks are and shall remain the sole property of eToro; (d) nothing in this Agreement shall confer in eToro Affiliate any right of ownership in the Forex Marks and all use thereof by eToro Affiliate shall inure to the benefit of eToro; and (e) eToro Affiliate shall not, now or in the future, contest the validity of any Forex Mark or use any term or mark confusingly similar to any Forex Mark.

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

ETORO MAKES NO WARRANTIES HEREUNDER, AND ETORO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ETORO FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. ETORO AFFILIATE UNDERSTANDS AND AGREES THAT THE PLATFORMS MAY NOT SATISFY ALL OF THE LEADS’ REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.

ETORO SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF ETORO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ETORO’S LIABILITY TO ETORO AFFILIATE UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY ETORO DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

eToro Affiliate agrees to indemnify, defend and hold harmless eToro and any eToro Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) eToro Affiliate ‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) eToro Affiliate ‘s gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to eToro and eToro Related Entities granted by eToro Affiliate to any Lead, Prospective Affiliate or other third party.

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide eToro Affiliate with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that eToro Affiliate shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.

In the event (a) eToro Affiliate markets or promotes eToro and/or any eToro Related Entity that promotes the eToro platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 1.2.2, 1.3, 1.4, 1.5, 5 and/or 6 above, in addition to all other rights and remedies available to eToro under this Agreement and under applicable law, eToro shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and eToro Affiliate ‘s engagement hereunder, (iii) receive a prompt refund of all amounts paid to eToro Affiliate hereunder and (iv) be indemnified for any losses, damages or liability incurred by eToro in connection with such violation, in accordance with the provisions of Section 8 above.

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

No amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both Parties.

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. eToro Affiliate shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without eToro ‘s prior written consent, to be given or withheld in eToro ‘s sole discretion.

This Agreement shall be governed, construed and enforced in accordance with the laws of the Republic of Cyprus. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the Republic of Cyprus, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

The Parties hereby acknowledge and agree that with respect to either the Fees and/or the Affiliate Fees, eToro Affiliate can elect to be compensated on either the “Flat Fee” basis or the “Revenue Sharing” basis, as set forth above. In the event eToro Affiliate elects to be compensated on a “Revenue Sharing” basis with respect to either the Fees and/or the Affiliate Fees, the possibility exists that the fees earned by eToro Affiliate may be “negative” to the extent that the applicable Lead and/or Affiliate’s trading activities result in negative earnings. Any such “negative fees” shall be applied against any Fees and/or Affiliate Fees earned by eToro Affiliate in future months until such “negative fees” have been fully applied.

By marking the “I accept” checkbox, eToro Affiliate hereby fully agrees with all terms and provisions.

Schedule 1

eToro Affiliate Commercial Terms

  1. First Tier Commission Plan
  1. Second Tier Commission Plan

Last updated: December 22, 2010