Appendix №1 to the Terms and Conditions of NBCGate Business

Rules of participation in the Affiliate/Referral program

Agreement (General Terms and Conditions) on participation in the affiliate (referral) program

1.1 Partner and NBCGate have entered into the Affiliate Agreement, according to which Partner accepts and agrees with these General Terms and Conditions.

1.2 The Agreement, including these General Terms and Conditions govern the partnership between the Partner and NBCGate.

2. Subject of the Agreement

2.1 On the terms and subject to the Agreement, NBCGate hereby grants Partner a non-exclusive right to promote and sell NBCGate's Services and Services, and to solicit potential customers to use the Services and Services by referring the relevant customers to NBCGate.

2.2 Each potential customer referred to NBCGate by Partner shall:

2.2.1 be incorporated and operating within NBCGate's licensed area within the European Union and European Economic Area;

2.2.2 comply with NBCGate's operational requirements;

2.2.3 express an interest in using NBCGate's Services and Facilities.

2.3 In order to refer a Potential Client to NBCGate, the Partner together with the Potential Client fills in the Application - Questionnaire, collects the necessary supporting documentation and provides it to NBCGate and/or registers the client on the NBCGate portal. Such client, potential client is hereinafter referred to as a Referral.

2.4 NBCGate will review each Referral in accordance with NBCGate's Policies and will decide in its sole discretion whether to accept or reject the Referral.

2.5 NBCGate shall communicate its decision to accept or reject the Referral and inform the Affiliate of its decision.

2.6 NBCGate shall have the right to reject a Referral that relates to an existing NBCGate Client without consideration.

3. Commission

3.1 If a Referral referred by a Partner becomes a Client of NBCGate, the Partner is entitled to receive a Commission/remuneration agreed between the Parties, the amount/rate of which is determined in the Partner's personal cabinet and/or a separate agreement of the Parties.

3.2 Commission/remuneration is calculated as a percentage of the turnover of the Referral attracted by the Partner and paid to the Partner in NBCGate tokens and credited to the Partner's wallet/account on the NBCGate portal as the Referral performs trading and/or other operations using NBCGate services.

3.3 Partner in his turn has the right to withdraw his reward at any time by exchanging NBCGate tokens for fiat money with their crediting to the Partner's bank account, and the minimum withdrawal amount cannot be less than 200 euros.

3.4 Partner has the right to receive NBCGate's report on the accrued remuneration at any time by sending a corresponding request to NBCGate 10 days prior to receiving the report.

3.5 The Partner acknowledges that the Commission/Reward Report and any related information is derived from information that may qualify as bank secrecy, personal data and/or confidential information or relating to the represented clients. Therefore, for the avoidance of doubt, the Report shall contain only anonymized and/or aggregated information applicable and appropriate in NBCGate's sole judgment to protect the rights of NBCGate's clients, including represented clients and other third parties.

3.6 Affiliate shall have the right to object to a report in writing with satisfactory justification within 5 business days after the date the report is submitted by NBCGate. If Partner fails to exercise its objection in accordance with the Agreement or exercises its objection in an unreasonable or bad faith manner or after the deadline, NBCGate will provide additional information to resolve the objection and NBCGate, in its sole discretion, may redact the data in the relevant report to the extent necessary to protect the rights of NBCGate's clients, including represented clients, and other third parties.

3.7 NBCGate reserves the right to set and/or adjust, always in its sole discretion, the pricing scheme to be applied to any represented client's commission percentage. Affiliate's right to Commission shall always apply to the prices actually charged to Referrals. NBCGate will notify Affiliate of any planned pricing adjustments at least ten days in advance.

4. Partner's Warranties and Obligations

4.1 Partner warrants and represents that:

4.1.1 it has complied and undertakes to continue to comply with all applicable laws, regulations, regulatory policies and guidelines, industry codes, rules or requirements of any regulatory body or similar requirements applicable to Partner;

4.1.2 it has the legal capacity and all (if any) necessary licenses or permits to conduct reference activities;

4.1.3 it shall not make a Referral if the Introducing Broker is aware that the Potential Client/Referral is engaged in illegal or criminal activity, including but not limited to money laundering or terrorist financing; and

4.1.4 to the extent that the Partner has any ownership interest or any potential conflict of interest in relation to a Potential Client, the Partner has informed the relevant Potential Client's (as the case may be) board of directors or substitute body of such potential conflict of interest prior to the referral of such Referral (Potential Client) to NBCGate.

5. Liability

5.1 Neither Party shall be liable to the other Party for any indirect loss, damage or consequential loss, including but not limited to loss of profits, loss of income, loss of goodwill, loss of anticipated savings or loss or corruption of data.

5.2 NBCGate's total liability to Affiliate for any claims, costs, expenses, expenses, damages or losses under the Agreement shall be limited to the total amount of Fees/Commission paid or payable by NBCGate to Affiliate during the six (6) months immediately preceding the date the claim, cost, expense, damage or loss arises.

5.3 NBCGate shall not be responsible for reimbursing Partner for any costs incurred by Partner in performing its obligations under the Agreement.

6. Indemnification

6.1 Partner releases NBCGate from liability and indemnifies NBCGate against any third party claims, losses or damages (including, without limitation, costs, reasonable legal fees and administrative fines, penalties, fines, judgments or compensation imposed by a competent authority or court with jurisdiction) incurred by NBCGate in connection with Partner's breach of the Agreement.

7. Force Majeure

7.1 Neither Party shall be liable for any breach or delay in performing its obligations under the Agreement if such breach or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature, wars (including cyber warfare), civil or military disturbances, acts of terrorism, sabotage, strikes, riots, epidemic, pandemic or acts of God or any cause beyond the reasonable control of the non-performing Party. The Non-Defaulting Party shall notify the other Party of such force majeure events within ten (10) days after such occurrence by giving written notice to the other Party setting forth the nature of the event, its anticipated duration, and any actions taken to prevent or minimize its effects.

7.2 A suspension of performance shall not be of greater magnitude or longer duration than necessary and the nonperforming Party shall use commercially reasonable efforts to cure its inability to perform; provided, however, that if the suspension of performance continues for one hundred eighty (180) days after the date of occurrence and such failure to perform would constitute a material breach of the Agreement in the absence of such force majeure event, the nonperforming Party may terminate the Agreement in writing

8. Term and Termination

8.1 The Agreement shall become effective on the date Partner submits an application to NBCGate stating its desire to participate in the Affiliate Program and shall remain in effect indefinitely until the date the Parties terminate this Agreement and/or NBCGate terminates the Affiliate Program and/or any part thereof. Such termination without cause shall be effective only upon expiration of the notice period provided by NBCGate to the Affiliate at least sixty (60) days prior to such termination/termination.

8.2 NBCGate shall have the right to immediately terminate the Agreement if:

8.2.1 competent authority or a change in applicable law requires termination of the Agreement;

8.2.2 a change of control occurs, including but not limited to any merger, consolidation or acquisition of Affiliate with or into another corporation, organization or person without the prior written consent of NBCGate, shall not be unreasonably withheld provided that the acquirer is reasonably acceptable to NBCGate;

8.2.3 Partner engages in any activity that may result in unreasonable economic consequences or damage to NBCGate's business reputation unless Partner takes remedial action.

8.3 In the event of termination of the Agreement by NBCGate in accordance with clause 8.2, the Affiliate shall forfeit its right to any unpaid/uncollected and/or future Commission/remuneration.

8.4 Either Party shall be entitled to terminate the Agreement immediately if the other Party suspends payments, goes bankrupt or otherwise may be deemed insolvent.

9. Confidentiality

9.1 Each Party agrees to maintain the confidentiality of Confidential Information, regardless of the means of disclosure to the Party, including in written, oral, digital or any other form or medium (including any recording, copying, reproduction or analysis derived from such information). Confidential Information shall remain the property of the disclosing party for all purposes.

9.2 A Party may disclose Confidential Information to its Permitted Recipients only on a need-to-know basis in order to fulfill its obligations under the Agreement to the extent that the Permitted Recipient is bound by appropriate confidentiality obligations.

9.3 The Receiving Party shall be liable for any breach of this confidentiality obligation by itself or its Permitted Recipient.

9.4 A Party may, to the extent required by applicable law, disclose Confidential Information pursuant to an order or decision of a competent court or authority, provided that (i) such Party shall, if permitted by applicable law, notify the other Party in writing of any such proposed disclosure as soon as practicable prior to such disclosure, (ii) such Confidential Information is disclosed to the minimum extent required by law, and (iii) the Party promptly requests the application of confidentiality restrictions. Notwithstanding any disclosure pursuant to this paragraph, the disclosed Confidential Information shall remain subject to this duty of confidentiality.

9.5 Each Party shall treat the other Party's Confidential Information with the same care as it treats its own Confidential Information (not less than reasonable care).

9.6 The Receiving Party's obligation to protect Confidential Information begins on the date of disclosure of Confidential Information to the Receiving Party and remains in effect for a period of five (5) years following termination of the Agreement. Confidential Referral Information may be subject to bank secrecy, which means that such Confidential Information shall remain confidential for an indefinite period of time, even after termination of the Agreement.

10. Data Protection and Data Sharing

10.1 Partner will share Personal Data about a referral with NBCGate, such as the name or contact details of its Representatives.

10.2 Each Party shall ensure compliance with the GDPR, local legislation relating to Personal Data and any guidance and codes of practice issued by the relevant data protection or supervisory authority. Each Party is individually and separately responsible for its own compliance.

10.3 Each Party acknowledges that it is the separate and independent controller of any Personal Data to be processed in relation to Referrals.

10.4 If the Parties nevertheless become joint data controllers, they will cooperate in full compliance with the GDPR and in particular Article 26.

10.5 Each Party shall take appropriate technical and organizational measures to protect Personal Data. Any transfer of Personal Data from the European Economic Area to a third country shall be carried out in accordance with Chapter 5 (Article 44-50) of the GDPR.

10.6 In the event that Partner suffers any actual or suspected data breach (including any unauthorized access or use) of Personal Data relating to Referrals, Partner shall promptly notify NBCGate, and the Parties shall reasonably cooperate with each other in taking such measures as may be necessary to notify affected individuals, comply with each Party's obligations under applicable privacy laws, and mitigate or remedy the effects of such breach.

10.7 In the event of a dispute or claim brought by a Referrer or data protection authority in relation to the processing of Personal Data transferred to either or both Parties, the Parties will inform each other of any such disputes or claims and will cooperate to resolve them in a timely manner.

11. Marketing

11.1 All intellectual property, including any associated goodwill, in NBCGate products and services is owned by NBCGate or NBCGate's licensors (e.g., the NBCGate logo and design, content on the NBCGate website, all software and source code, etc.). Affiliate may not use the name, trademarks, logos or other intellectual property of NBCGate or NBCGate's licensor.

11.2 Affiliate shall not copy, reproduce, modify, reverse engineer or disassemble any products, services or any intellectual property rights of NBCGate.

11.3 Affiliate shall immediately notify NBCGate as soon as it becomes aware of any actual or alleged infringement of any NBCGate Intellectual Property that occurs in the course of the Agreement and shall use its best efforts to avoid, circumvent, overcome or minimize the effects such actual or alleged infringement may have on the provision of the Services under the Agreement.

12. Miscellaneous

12.1 NBCGate may unilaterally change these terms/agreement, e.g. to introduce new features. NBCGate will inform Affiliate of such changes by updating the date at the top of the modified document posted on the https://nbcgate.com/ website.

12.2 No failure or delay in exercising any right or remedy under the Agreement shall constitute a waiver, nor shall any single or partial exercise of any right or remedy preclude further or different exercise of any right or remedy.

12.3 NBCGate and Partner are independent Parties and are not partners or joint venturers with respect to the subject matter of the Agreement. Neither Party is the agent of the other Party and neither Party shall have the right to impose any obligations on the other Party with respect to third parties without the prior written consent of the other Party.

12.4 Neither Party may assign its rights or obligations under the Agreement without the consent of the other Party, but NBCGate may assign its rights and obligations under the Agreement to an NBCGate group company or in connection with a merger, share sale, asset sale or equivalent to a third party without the consent of the Affiliate.

12.5 If any provision of the Agreement is held or declared invalid, void, voidable or unenforceable in whole or in part for any reason, the remaining provisions of the Agreement shall remain in full force and effect. The Parties shall endeavor in good faith to amend such invalid, void or unenforceable provisions and thereby the Agreement in order to effectuate, to the extent possible, the spirit of the Agreement and to achieve the objectives intended by the Parties.

12.6 If Partner or its business covered by the Agreement is transferred or sold to a third party, Partner shall seek NBCGate's consent to such transfer or sale.

12.7 Under no circumstances shall Partner be authorized to legally represent or act on behalf of NBCGate. Affiliate shall not make any representations, statements or commitments with respect to the Services, including but not limited to its pricing. Nothing contained herein shall be deemed to create an agency, joint venture, partnership or similar relationship between the Parties other than the contractual relationship expressly provided for herein. In all dealings with Potential Corporate Customers or Potential Sellers, Partner shall ensure that such Potential Corporate Customers or Potential Sellers are aware that Partner is acting solely in its capacity to refer Potential Corporate Customers or Potential Sellers under the terms of the Agreement and that it has no other relationship with NBCGate.

12.8 Prior to use, Affiliate shall obtain prior written consent for any marketing materials that include NBCGate's name or trademark. NBCGate shall review such marketing materials within a reasonable time, taking into account the quantity and complexity of the materials submitted.

12.9 The Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes and replaces all prior agreements, arrangements, understandings, communications, representations or warranties, whether oral or written, express or implied, by any officer, agent, employee or representative of either Party with respect thereto.

12.10 Partner acknowledges and agrees that NBCGate's relationship with Partner is not exclusive and that NBCGate may contract with as many additional Partners as NBCGate in NBCGate's sole discretion deems appropriate.

12.11 NBCGate acknowledges and agrees that the relationship with Partner is not exclusive and that Partner may refer clients to companies other than NBCGate.

12.12 For the avoidance of doubt, no remedy or sanction under the Agreement shall be deemed to be sole and exclusive and the Parties shall be entitled to invoke any rights and sanctions available to it under the Agreement and/or under any laws.