Affiliate Agreement

This Affiliate Agreement (the "Agreement") is made between:

(1) Hitomorrow Assessment Data Classification and Analysis L.L.C, a limited liability company registered in Dubai, United Arab Emirates, under Commercial License No. 1275729 and Commercial Register No. 2890292, with its address at Office C1801-12, Nikat Select, Business Bay, Dubai, United Arab Emirates ("hi2morrow"); and

(2) the person or company that applies to the hi2morrow Affiliate Program and accepts this Agreement, with the details given in its application (the "Affiliate").

hi2morrow and the Affiliate are each a "Party" and together the "Parties". The Affiliate accepts this Agreement electronically, in the Affiliate Dashboard or by e-mail to hi2morrow, and hi2morrow records the date, the time and the version accepted; that record has the same effect between the Parties as a signed document. This Agreement takes effect on the later of the date on which hi2morrow confirms to the Affiliate that its application is approved and the date of acceptance (the "Effective Date").

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1. Scope

1.1 hi2morrow runs the hi2morrow Affiliate Program (the "Program"), in which approved affiliates refer people to hi2morrow through a personal Link and, where hi2morrow issues one, a personal Code, and receive Commission when those people buy a Qualification on www.hi2morrow.com (the "Website"). hi2morrow may also pay an affiliate a Campaign Fee under an Insertion Order.

1.2 This Agreement is the "Affiliate Terms" referred to in clause 17 of the General Terms & Conditions published on the Website (the "GTC"), and Commission is the "Affiliate Reward" referred to in that clause; a Campaign Fee is not an Affiliate Reward. On any matter concerning the Program, this Agreement prevails over the GTC.

1.3 hi2morrow alone is party to this Agreement. No other company of the hi2morrow group is a party to it, and no investment firm of the group offers, markets or sells anything under it.

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2. Definitions

Capitalised terms that are not defined in this Agreement, such as Attempt, Client Section, Participation Fee and Qualification Account, have the meanings given in the GTC.

"affiliate", in lower case, means any person approved by hi2morrow to take part in the Program, the Affiliate included; an affiliate's Link or Code is the one issued to that affiliate.

"Affiliate Dashboard" means the Affiliate's account on hi2morrow's affiliate-tracking platform.

"Affiliate Manager" means the member of hi2morrow's team named to the Affiliate, in the Affiliate Dashboard or by e-mail, as its contact for the Program.

"Approved Balance" means the Commission approved under clause 6.1 and not yet paid, less any amount to be deducted or set off under clause 6.4, 6.7 or 8.3.

"Attribution Window" means ninety (90) days from a click on an affiliate's Link.

"business day" means a day other than a Saturday, a Sunday or a public holiday in the United Arab Emirates.

"Campaign Fee" means a fixed fee, with any quality bonus, payable under an Insertion Order in accordance with clause 5.5.

"Code" means a personal code that hi2morrow may issue to the Affiliate, which a buyer enters when paying and which may give the buyer a discount under clause 4.5 and attribute the buyer to the Affiliate under clause 4.3.

"Commission" means the amount payable to the Affiliate under clause 5.

"Commission Period" means, for each Referred Client, the twelve (12) months beginning on the date of that client's First Qualifying Purchase.

"Content" means any material about hi2morrow, its products or the Program that the Affiliate publishes or sends to third parties, in any form and in any medium, including advertisements and Short Replies.

"First Qualifying Purchase" means the first Qualifying Purchase made by a Referred Client.

"Free Event" means a free event or selection that hi2morrow runs and publishes on the Website under its own name and rules.

"Insertion Order" means a written order agreed between hi2morrow and the Affiliate for a single campaign, which sets out the content, the dates, the Campaign Fee and any quality bonus.

"Link" means the Affiliate's personal tracking link issued in the Affiliate Dashboard.

"Marketing Guidelines" means the Marketing Guidelines for hi2morrow Affiliates published in the Affiliate Dashboard, as updated under clause 13.4.

"Net Amount" means the amount that a Referred Client actually paid for a Qualifying Purchase, after any discount and excluding tax, less any part of it that is refunded, reversed or charged back, subject to the time limit in clause 6.4. The Participation Fee Credit under clause 16.9 of the GTC does not reduce the Net Amount.

"Qualification" means a paid tier of the Qualification Program published on the Website, including a second Attempt bought at the reduced published price and any further paid Attempt.

"Qualifying Purchase" means a purchase of a Qualification, paid in full, made by a person while that person is the Affiliate's Referred Client. A purchase that, before Commission on it is approved under clause 6.1, is refunded in full, reversed or charged back, or is found to have been made by a person not entitled to make it under the GTC, is not a Qualifying Purchase; a later refund does not change which purchase is the First Qualifying Purchase. A Test Flight, a Free Event and anything provided without a fee are not Qualifying Purchases, and none of them can be the First Qualifying Purchase.

"Referred Client" means a person attributed to the Affiliate under clause 4.

"Review Account" means an account on hi2morrow's trading platform provided to the Affiliate under clause 9.1.

"Separate Agreement" means a written agreement setting individual terms for the Affiliate under clause 5.3.

"Short Reply" means a reply that the Affiliate writes in a comment thread or a chat to a person who has asked the Affiliate about hi2morrow, the Program or trading, including a reply that contains the Link or the Code. A message that the Affiliate posts unasked in comments, groups, chats or channels that it does not run is not a Short Reply.

"Subsequent Qualifying Purchase" means any Qualifying Purchase that a Referred Client makes after the First Qualifying Purchase and within the Commission Period, including a second Attempt.

"Test Flight" means the one-month trial described in clause 4.7 of the GTC.

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3. Joining the Program

3.1 The Affiliate, if an individual, is at least eighteen (18) years old, or of the age of majority where the Affiliate lives if that is higher, and has capacity to enter into this Agreement.

3.2 Participation requires hi2morrow's approval. hi2morrow aims to reply to each application within three (3) business days of receiving it, and may refuse an application, or limit the Affiliate's participation, without giving reasons.

3.3 Before the first payout, the Affiliate must complete identity verification and, if the Affiliate is a company, verification of the company and of the persons who own or control it.

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4. Links, Codes and attribution

4.1 hi2morrow issues the Affiliate a Link in the Affiliate Dashboard and may, at its discretion, also issue a Code. The Affiliate must use only the Link and any Code issued to it, without altering them.

4.2 Subject to clause 4.3, a person is attributed once, when the person registers with hi2morrow, including a registration for a Free Event, to the affiliate whose Link the person clicked last, provided that the person registers within the Attribution Window of that click. The attribution is permanent. Another affiliate's Link or Code does not change it; if the person enters another affiliate's Code when paying, the discount of that Code applies, and Commission is payable only to the affiliate to whom the person is attributed.

4.3 A person who already held an account with hi2morrow when clicking an affiliate's Link is not attributed by that click. A registered person who is not attributed to any affiliate, has never bought a Qualification and enters the Affiliate's Code when paying is attributed to the Affiliate from that purchase, which, if it is a Qualifying Purchase, is the First Qualifying Purchase. A person who has already bought a Qualification and enters the Affiliate's Code when paying receives the discount of the Code, but the Code does not attribute that person to the Affiliate.

4.4 Attribution is determined from the records of the affiliate-tracking platform, checked against hi2morrow's registration and payment records; where they differ, hi2morrow's records prevail. hi2morrow does not warrant that every click, registration or purchase is tracked, and its tracking and fraud controls may refuse any of them. The Affiliate may claim an attribution, and the Commission that depends on it, within thirty (30) days of the registration or the purchase concerned, whichever is later. A member of hi2morrow's team decides each claim, and any disagreement between affiliates about an attribution, on those records, after considering the Affiliate's position and evidence; the decision is final, save for manifest error. This time limit does not affect any right of the Affiliate under data protection law, including the right to have an attribution result reviewed by a person.

4.5 hi2morrow may set a discount for a Code, which it shows in the Affiliate Dashboard. Where any affiliate's Code is used on a purchase, the Commission on that purchase is reduced, if necessary to zero, so that the discount of that Code and the Commission together do not exceed twenty-five per cent (25%) of the published price. Discounts that hi2morrow gives on its own terms, including the Test Flight discount under clause 4.7.7 of the GTC and a Special Offer under clause 15 of the GTC, do not count towards this limit. hi2morrow may change or withdraw a Code or its discount by notice in the Affiliate Dashboard or by e-mail.

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5. Commission

5.1 For each Referred Client, hi2morrow pays the Affiliate Commission on the Qualifying Purchases made during that client's Commission Period, as follows:

(a) fifteen per cent (15%) of the Net Amount of the First Qualifying Purchase; and

(b) ten per cent (10%) of the Net Amount of each Subsequent Qualifying Purchase.

Commission is calculated on each purchase separately and rounded to the nearest cent, half a cent being rounded up.

5.2 No Commission is payable on a purchase made by the Affiliate, a member of its immediate family or household, its employee or any account it controls, or on a purchase connected with a breach of clause 7 or clause 8.

5.3 The terms of this clause 5 are the base terms of the Program and apply to every affiliate. hi2morrow may agree individual terms with the Affiliate in a Separate Agreement, which prevails over this Agreement to the extent that it expressly differs from it.

5.4 Commission and Campaign Fees are calculated in United States dollars and paid in United States dollars or, under clause 6.3, in USDT. hi2morrow does not promise any volume of clicks, registrations, sales, Commission or Campaign Fees.

5.5 hi2morrow may agree with the Affiliate, in an Insertion Order, to pay a Campaign Fee for defined content, such as content about a Free Event, and the Insertion Order may add a bonus payable when a measure of quality that it sets is reached. A Campaign Fee is due once the content has been published in the form approved under clause 7.2, and a bonus once its measure has been reached. Nothing is paid for a click, a registration or a lead as such. Unless the Insertion Order provides otherwise, a Campaign Fee is paid in addition to any Commission.

5.6 Commission is paid only on the Affiliate's own Referred Clients. The Program has no second tier.

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6. Approval and payment

6.1 Commission on a Qualifying Purchase is approved automatically on the last day of the calendar month following the month in which the purchase was made, unless by that day the purchase has ceased to be a Qualifying Purchase, or on that day the purchase is the subject of a payment dispute or the purchase or the Affiliate's conduct is under review under clause 8.3. If the dispute ends with the purchase standing, or the review ends without the Commission being forfeited, the Commission is approved on the day on which the dispute or the review is closed.

6.2 By the tenth (10th) day of each month, hi2morrow pays all Commission approved by the end of the preceding month and not yet paid, provided that the Approved Balance at the end of that preceding month is at least US$50; a lower Approved Balance is carried forward to the next month. By the same day, hi2morrow pays every Campaign Fee that fell due by the end of the preceding month and has not been paid, whatever the Approved Balance.

6.3 Once the Affiliate has completed the verification under clause 3.3, hi2morrow pays by bank transfer to an account held in the Affiliate's own name or, where hi2morrow offers it, in USDT, through a payment provider that hi2morrow chooses. A USDT payment is made on the network shown in the Affiliate Dashboard, to a wallet under the Affiliate's sole control, at the provider's rate of conversion from US dollars on the payment date; hi2morrow may ask the Affiliate to prove its control of the wallet. hi2morrow charges no fee for payouts; bank and network charges are borne by the Affiliate.

6.4 If Commission has been approved or paid on a purchase that is later found to have been made by a person not entitled to make it under the GTC, or whose price is later refunded, reversed or charged back in whole or in part, including by a return of the Participation Fee under clause 16.10(b) of the GTC, the Commission on the amount concerned is deducted from the Approved Balance or from the Affiliate's next payouts. This applies only where the finding, refund, reversal or chargeback takes place within one hundred and eighty (180) days after the date of the purchase, unless it results from fraud or from a breach of this Agreement. If no further payout is due, the Affiliate must repay the amount within thirty (30) days of hi2morrow's request. The Participation Fee Credit under clause 16.9 of the GTC leads to no deduction.

6.5 Each payout comes with a statement that lists, for each purchase it covers, the order number, the date, the product, the Net Amount and the Commission, and each Campaign Fee with its Insertion Order, and that contains no information directly identifying a buyer. The Affiliate may query a statement within thirty (30) days of receiving it.

6.6 Each Party is responsible for its own taxes and social charges. Commission and Campaign Fees include any VAT or similar tax that the Affiliate must account for, except that an Affiliate registered for VAT in the United Arab Emirates issues a tax invoice and hi2morrow adds VAT where the law requires. Where the law requires hi2morrow to account for tax on the Affiliate's services, including under a reverse-charge mechanism, hi2morrow does so without reducing the Commission. The Affiliate must provide the tax information and documents that the law requires for payment. Where the law requires hi2morrow to withhold tax from a payment, hi2morrow does so and gives the Affiliate evidence of it.

6.7 hi2morrow may set off any amount that the Affiliate owes to hi2morrow under this Agreement against any payment due to the Affiliate.

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7. Promotion

7.1 The Affiliate must ensure that all Content complies with this Agreement, with the Marketing Guidelines, which form part of this Agreement, and with the rules of the platform on which it appears, and must itself comply with this clause 7 and with clause 8. The Affiliate is responsible for all its Content, including Short Replies.

7.2 Before publishing or sending any Content, other than a Short Reply or the Link placed in its bio, profile or channel description, the Affiliate sends it to the Affiliate Manager, with an English translation if it is in another language and with the place and date of publication; for a live stream, the Affiliate sends its outline and the materials to be shown. The Affiliate publishes or sends Content only after hi2morrow has approved it in the way set out in clause 15.2, and only in the approved form. hi2morrow replies within two (2) business days of receiving the Content. Silence does not constitute approval. Approval does not relieve the Affiliate of responsibility for the Content.

7.3 At hi2morrow's request, the Affiliate corrects or removes, within forty-eight (48) hours, any published Content that breaches this Agreement or was inaccurate when published.

7.4 If hi2morrow changes a price, a rule or another fact stated in the Affiliate's published Content, or changes or withdraws the Affiliate's Code or its discount, the Affiliate updates or removes the Content concerned within seven (7) days of hi2morrow's notice.

7.5 With its application and at any time on request, the Affiliate gives hi2morrow a complete list of the channels, websites and advertising accounts through which it promotes or will promote hi2morrow, and keeps that list up to date. hi2morrow may check them, and the Affiliate provides the information that hi2morrow reasonably requests for that purpose.

7.6 The Affiliate does not:

(a) offer or give any buyer a discount, rebate, cashback, gift or payment, other than the discount of its Code, which it describes exactly as hi2morrow has set it;

(b) publish its Code on coupon, deal or cashback sites, or allow any other person to promote or distribute its Link or Code;

(c) use sub-affiliates, networks or other intermediaries without hi2morrow's written consent; or

(d) bid on "hi2morrow" or its variants in search advertising, or use them in the display URL of an advertisement, unless hi2morrow's written consent allows it.

7.7 The Affiliate refers to a Qualification as the "qualification" or as the "trading challenge", as agreed with hi2morrow in writing, and to a Free Event by the name under which hi2morrow publishes it.

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8. Integrity

8.1 The Affiliate does not buy through its own Link or Code and holds only one affiliate account.

8.2 The Affiliate does not create or use fake or duplicate accounts with hi2morrow, use payment instruments that are not the buyer's own, generate artificial clicks, registrations, purchases or trading activity, use cookie stuffing, forced clicks, hidden frames, pop-ups, pop-unders or forced redirects, use incentivised, automated or artificially generated traffic or traffic bought from traffic sellers or exchanges, or act together with a Referred Client to obtain Commission or a Campaign Fee. Paid advertising run with hi2morrow's consent under the Marketing Guidelines is not such traffic.

8.3 If hi2morrow reasonably suspects that clause 7 or clause 8 has been breached, it may suspend payouts, the Link and the Code while it reviews the matter, for no longer than the review reasonably requires. Commission and Campaign Fees connected with a breach that the review establishes are forfeited, and any such amount already paid is deducted from later payouts or, if no further payout is due, the Affiliate must repay it within thirty (30) days of hi2morrow's request. hi2morrow records the ground relied on and communicates it to the Affiliate, unless the law forbids it.

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9. Review Account, materials and Content

9.1 hi2morrow provides the Affiliate with a Review Account so that the Affiliate can try the trading platform and show it. A Review Account is not a Qualification, a Test Flight or an Attempt: it has no target, cannot be passed, leads to no place or allocation of capital, and nothing is paid on its results. It is personal to the Affiliate, is not a waiver of any fee, and may be closed at any time. Notwithstanding clause 1.3 of the GTC, holding a Review Account is not a breach of clause 10.1, 10.7 or 10.8 of the GTC, and a Review Account is not a second Client Section or account for the purposes of those clauses. If the Affiliate trades a Qualification or a Test Flight of its own, it must not use the Review Account together with the Qualification Account of that Qualification or Test Flight in a way that clause 11.1 of the GTC forbids, such as opening the same or the opposite position in the same instrument in both accounts within thirty (30) minutes or hedging between them; if it does, hi2morrow may close the Review Account, and the GTC, including clause 11.4 of the GTC, apply to that Qualification or Test Flight.

9.2 hi2morrow provides logos, screenshots and other materials and grants the Affiliate a non-exclusive, non-transferable and revocable licence to use hi2morrow's name, marks and materials only as provided, only for the Program and only while this Agreement is in force, except in Content that may remain online under clause 13.5. hi2morrow may withdraw any material by notice, and the Affiliate must stop using it within seven (7) days. All intellectual property in them remains with hi2morrow.

9.3 hi2morrow may share the Affiliate's published Content on hi2morrow's own channels, with credit to the Affiliate, during this Agreement and for twelve (12) months after it ends. Any other use, including in paid advertising, requires the Affiliate's consent to that use.

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10. Personal data and confidentiality

10.1 hi2morrow does not give the Affiliate any Referred Client's name, contact details, account details, trading data or payment data, and the data in the Affiliate Dashboard and in statements does not directly identify any buyer. The Affiliate must not collect Referred Clients' personal, trading or payment data on hi2morrow's behalf.

10.2 hi2morrow processes the Affiliate's personal data as described in the Privacy Notice for Affiliates, which is provided for information and does not form part of this Agreement.

10.3 The Affiliate must keep confidential the data in the Affiliate Dashboard, the statements, the terms of any Separate Agreement or Insertion Order, any non-public information about hi2morrow, and its Affiliate Dashboard and Review Account login details.

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11. Compliance

11.1 Each Party must comply with the laws that apply to it, including the laws on sanctions, anti-money laundering, anti-bribery, tax, advertising and consumer protection.

11.2 The Affiliate represents that it is not, and is not owned or controlled by, a person subject to sanctions.

11.3 hi2morrow may, by notice, require the Affiliate to stop promotion aimed at a country, territory or audience named in the notice; within forty-eight (48) hours of the notice, the Affiliate must do so and remove or restrict the Content concerned.

11.4 hi2morrow may withhold a payout where the law or its payment providers require it, and tells the Affiliate why, unless the law forbids it.

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12. Relationship of the Parties

12.1 The Affiliate is an independent contractor. This Agreement creates no employment, agency, joint venture or partnership and gives neither Party exclusivity. The Affiliate cannot bind hi2morrow or speak on its behalf, and may promote other businesses.

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13. Term, changes and termination

13.1 This Agreement starts on the Effective Date and continues until it is ended under this clause 13.

13.2 Either Party may end this Agreement on fourteen (14) days' written notice.

13.3 hi2morrow may end this Agreement immediately by written notice if the Affiliate breaches clause 7, 8, 10 or 11, gave false information in its application, does not complete verification within thirty (30) days of being asked to, or acts in a way that harms hi2morrow's reputation. hi2morrow records the ground relied on and communicates it to the Affiliate, unless the law forbids it.

13.4 hi2morrow may change this Agreement on thirty (30) days' notice given in the Affiliate Dashboard or by e-mail. A change applies from the date on which it takes effect, without new acceptance; a change to a Commission rate applies only to purchases made after that date. If the Affiliate does not agree to a change, it may end this Agreement by written notice with immediate effect at any time before the change takes effect. hi2morrow may update the Marketing Guidelines by notice given in the same way; an update takes effect seven (7) days after the notice, or at once where a change in law or in a platform's rules requires it.

13.5 When this Agreement ends, the Affiliate must stop using the Link, the Code and the Review Account and must not publish new Content as an affiliate. Within seven (7) days, the Affiliate must remove the Link and the Code from its published Content or remove that Content; Content that contains neither may remain online if it is accurate and keeps its advertising label and disclaimer. No Commission is payable on purchases made after the end date. Commission on earlier Qualifying Purchases is approved and paid under clause 6, unless forfeited under clause 8.3 or deducted under clause 6.4, and a Campaign Fee that fell due before the end date is paid. Once the last such Commission has been approved, hi2morrow pays the remaining Approved Balance with the next monthly payout, even if it is below US$50.

13.6 Clauses 4.4, 5, 6, 8.3, 9.2, 9.3, 10, 12, 13.5, 14 and 15, and clauses 7.1, 7.3 and 7.4 for Content that remains online under clause 13.5, survive the end of this Agreement. Its ending does not affect any right or obligation that arose before it.

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14. Liability

14.1 Neither Party is liable for any indirect or consequential loss, loss of profit or loss of opportunity.

14.2 hi2morrow's total liability under this Agreement is limited to the amounts paid or payable to the Affiliate under it in the twelve (12) months before the claim arose.

14.3 The Affiliate must compensate hi2morrow for fines, penalties, chargebacks, third-party claims and reasonable costs caused by the Affiliate's breach of clause 7, 8, 10 or 11. Clause 14.1 does not limit this obligation.

14.4 Nothing in this Agreement limits liability for fraud or any liability that cannot be limited by law.

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15. General

15.1 This Agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai, and the courts of Dubai have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement or the Program.

15.2 Notices are given by e-mail or, where this Agreement allows, in the Affiliate Dashboard: to the Affiliate, at the e-mail address registered in the Affiliate Dashboard; to hi2morrow, at affiliates@hi2morrow.com. An e-mail is treated as received when sent, unless the sender receives a message that it was not delivered. "Written" and "in writing" include e-mail. Approvals and consents under this Agreement and the Marketing Guidelines, and Insertion Orders, are given for hi2morrow only by the Affiliate Manager or another person whom hi2morrow names to the Affiliate in writing, and only by e-mail from a hi2morrow.com address, in the Affiliate Dashboard, or in a messaging app from that person's account named to the Affiliate in the Affiliate Dashboard or by e-mail; given in any of these ways, they are given in writing.

15.3 The documents of the Program are this Agreement, clause 17 of the GTC, the Marketing Guidelines and any Separate Agreement and Insertion Order, which together are the entire agreement between the Parties about the Program. Where they, or the settings shown in the Affiliate Dashboard, differ, a Separate Agreement or an Insertion Order prevails for the matter it covers, then this Agreement, then the Marketing Guidelines, then the settings shown in the Affiliate Dashboard; clause 1.2 governs the relation with the GTC. Brochures, help-centre articles and other information about the Program are provided for information and do not form part of the agreement between the Parties. This Agreement replaces any earlier affiliate agreement between the Parties and any commission terms in earlier brochures or messages; Commission already approved under an earlier agreement is paid on that agreement's terms.

15.4 The Affiliate may not transfer this Agreement. hi2morrow may transfer it on notice, but only to another company of its group that takes over the Program and is not an investment firm.

15.5 If any provision is invalid, the rest remains in force. A delay in exercising a right is not a waiver of it.

15.6 This Agreement is written in English, and the English text prevails over any translation.

15.7 Neither Party is liable for a delay or failure caused by an event beyond its reasonable control, such as a natural disaster, an epidemic, war, civil unrest, an act of government, or a failure of a bank, payment system, blockchain network or tracking platform that the Party could not reasonably prevent. The Party affected tells the other promptly and resumes performance as soon as it can. An obligation to pay money is suspended only while the event prevents the payment itself. If the event lasts more than thirty (30) days, either Party may end this Agreement by written notice.