LAST UPDATED 03 JULY 2025

Partnership Agreement

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Partnership Agreement 
2
Contents 
General Provisions......................................................................................................................................................................................3
Definitions......................................................................................................................................................................................................3
Partners’ Rights and Obligations...........................................................................................................................................................4
Company’s Rights and Obligations......................................................................................................................................................6
Payment of Partner Commission..........................................................................................................................................................7
The Use of Promotional Material..........................................................................................................................................................8
Promotion Restrictions.............................................................................................................................................................................9
Protection of Personal Data..................................................................................................................................................................11
Confidentiality.............................................................................................................................................................................................11
Restrictions, Amendments and Termination...............................................................................................................................13
Indemnity....................................................................................................................................................................................................15
Client Complaints....................................................................................................................................................................................15
Notices........................................................................................................................................................................................................15
Entire Agreement....................................................................................................................................................................................15
Partner’s Representations and Warranties...................................................................................................................................16
Severability................................................................................................................................................................................................16
Assignment...............................................................................................................................................................................................17
No Waiver...................................................................................................................................................................................................17
Miscellaneous..........................................................................................................................................................................................17
Partner Types............................................................................................................................................................................................18
Language....................................................................................................................................................................................................18
Survival........................................................................................................................................................................................................18
Appendix 1- Commission Structure........................................................................................................................................................19

Partnership Agreement

Terms and Conditions

Last updated 03 JULY 2025

Partnership Agreement

1. General Provisions

1.1This Partnership Agreement (hereinafter the “Agreement”) shall define the conditions and procedures

for cooperation between Partners and BABA INVESTMENT (SVG) LLC (hereinafter the “Company”).

2. Definitions

Account:the unique trading account assigned by theCompany to any Client completing the account opening

application procedure and approved bythe Company.

Affiliated Entities (“Affiliates”): with respect to the Company shall mean any entity which, directly or indirectly,

controls, is controlled by, or is under common control with the Company. The Company may publish to the Site(s)

the details of its Affiliated Entities which are providing services in relation to any trading in financial instruments

and to which the Partner may introduce clients to.

Agreement: the present Partnership Agreement.

Business Day: shall meanany day other than a Saturday or aSunday, or the 25th of December, or the 1stof

January or any other international holidays to be announced on the Company’s Site.

Client:any physical person or entity who resides and/or located in the Territory with whom the Company or any

of its Affiliated Entities concluded a Client Agreement.

Terms and Conditions: an agreement between the Company or any of its Affiliated Entities and the Client for the

provision of services in relation to any trading in financial instruments offered by the Company or any of its

Affiliated Entities.

Company:BABA INVESTMENT (SVG) LLC, a company incorporated in Saint Vincent and the Grenadines, with

company number 419LLC2020.

Confidential Information: has the meaning given in clause 9.1.

Discloser:means the party disclosing or providing Confidential Information (either directly or through such party’s

Representatives) to the Recipient or the Recipient’s Representatives.

Introduced Client:any physical person or entity who resides and/or located in the Territory and has been

introduced by the Partner to the Company and/or to any of its Affiliated Entities through a Partner Link and with

whom the Company and/or any of its Affiliated Entitiesconcluded a Terms and Conditions.

Law(s):means any statute, treaty, ordinance, rule,regulation, directive, decision, circular permit, order, writ,

injunction, judicial decision, decree, code or other legally binding requirement of any regulatory and/or

governmental authority that may be in effect and applicable to the Company and/or its Affiliated Entities from

time to time.

Non–Active Introduced Client: any Introduced Client who resides and/or located in the Territory and has no

activity (trading or deposit in all of their Accounts with the Company or any of its Affiliated Entities) in their

Personal Area with the Company or its Affiliated Entities for a period of ninety (90) days.

Partner:a physical person over eighteen (18) years old or a legal entity approved by the Company to introduce

Prospective Clients to theCompany and/or to its Affiliated Entities under theterms and conditions of this

Agreement.

Partner Account(s): the unique account assigned by the Company to any Partner for the purpose of receiving the

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Partner Commission.

Partner Commission:the amount payable to the Partner subject to clause 5 of the present Agreement.

Partner Link: the unique link provided by the Company to the Partner for identifying the Partner activities and the

Clients introduced to the Company and/or to its Affiliated Entities by the Partner.

Partner Site: the websites and social media sites operated and/or owned by the Partner and/or Referral Agent

for the purpose of introducing Prospective Clients to the Company and/or to its Affiliated Entities.

Personal Area: the Client’s personal space on the Company’s or its Affiliated Entities Site(s).

Promotional Material: any material provided by the Company and/or its Affiliated Entities to the Partner and used

by the Partner in order to promote any activity related to the Company and/or to its Affiliated Entities or the Site(s)

for the purpose of this Agreement, including but not limited to written texts, training materials, advertisements,

newsletters, logos, banners, promo links etc.

Prospective Client:any physical person or entity who resides and/or located in the Territory and has been

introduced by the Partner to the Company and/or to its Affiliated Entities priorto the conclusion of a Client

Agreement with the Company and/or with its Affiliated Entities.

Qualified Introduced Client: refers to a client who meets all of the qualification criteria set by the Company,

including but not limited to completing the required verification process.

Recipient:means the party receiving the Confidential Information (either directly or indirectly through such party’s

Representatives) from the Discloser or the Discloser’s Representatives.

Representative(s): means, with respect to a particular party, such party’s (i) Affiliates, (ii) officers, directors and

employees, (iii) attorneys, accountants and financial advisors, and (iv) officers, directors and employees of such

party’s Affiliates, who shall each be legally obligated to observe and perform the obligations of such party and to

keep and treat the Discloser’s Confidential Information received hereunder in a manner consistent with the terms

hereof.

Site(s): without limitation shall mean the websites www.babaoption.com and partners.babaoption.com that will

be used by the Company to communicate to the Partner from time to time or any such other website or sub-

domain as the Company may maintain from time to time and communicated to the Partner.

Sub-partner: any physical person or entity who has been introduced by the Partner to the Company and/or to any

of its Affiliated Entities through a Partner Link, and with whom the Company and/or its Affiliated Entities

concluded a Partnership Agreement.

Territory:means the country or territories prescribed herein and/or those being accepted by the Company from

time to time in its sole discretion (GEO Target).

3. Partners’ Rights and Obligations

3.1In order for any physical person or entity to become a Partner, the applicant must complete the relevant

application procedure. It is up to the Company’s discretion to accept or reject any applicant as a Partner

or request additional information and/or documentation from the applicant for further review by the

Company.

3.2Upon approval of a Partner application and by acceptance of the present Agreement, the Company

grants to the Partner a non-exclusive, non–transferable right to direct Prospective Clients to the Site

and/or to its Affiliated Entities Sites, if different, subject to the terms and conditions of this Agreement,

and the Company will provide the Partner with a Partner Link linked to the Site(s).

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3.3The Partner gives the Company the non-exclusive, non-transferable right to use the Partner’s name

and/or trademark for free for the duration of this Agreement so that the Company may fulfill its

obligations under this Agreement.

3.4The Partner undertakes the following:

To act in good faith and not make any false and/or misleading representations or statements in

relation to the Company and/or its Affiliated Entities or the services provided by the Company

and/or its Affiliated Entities that the Partner knows or ought reasonably to know are likely to

prejudice or to bring into disrepute in any manner theCompany’s and/or its Affiliated Entities

business or reputation or that of any of the Company’s and/or Affiliated Entities’ associates;

To cooperate with the Company to review complaints by Clients introduced by the Partner;

To cooperate with the Company and promptly submit any documentation and/or evidence

required by the Company inrelation to the dealings of the Partner with the Clients, involving the

Company in any way whatsoever;

Not knowingly do or commit (or permit to be done or committed) any act, matter or thing that the

Partner knows or ought reasonably to know is likely to put the Company in breach of any of the

provisions of the Terms and Conditions between the Company and/or its Affiliated Entities and

the Clients or the provisions of existing legislation;

To cooperate with the Company and promptly submit any information and/or documentation

required by the Company;

To perform their obligations under this Agreement and otherwise conduct their business and

affairs in accordance with such professional and ethical standards as are widely regarded as

being best practice and in accordance with any applicable Laws or regulations.

The Partner shall not take any steps which would cause the Company and/or its Affiliated Entities

to fail to observe the standard of behavior reasonably expected of persons in the Company’s

and/or of its Affiliated Entities position and will comply with all applicable Laws and rules and

requirements applicable to the Partner or the Company and/or its Affiliated Entity and disclose

to the Company promptly any complaint, regulatory investigation, or disciplinary action or any

other development that may have a material impact on the Partner’s ability to provide the services

hereunder in accordance with provisions of existing legislation;

To provide the Company with all necessary information and documents about services rendered

under this Agreement;

To notify in writing the Company immediately of any actual or potential contravention of any such

legal or regulatory requirements and the Company is entitled to assume that any necessary

authorisation, license and/or consent remains in effect until the Partner notifiesin writing the

Company otherwise;

To notify in writing the Company immediately ifany actual or proposed judgment, order, or

disciplinary sanction is imposed upon or entered against the Partner or any other action or claim

is taken against them (including without limitation any pending litigation), in relation to their

activities under the provisions of existing legislation which has, or may have, in the Company’s

reasonable opinion, a material adverse effect on the Company’s and/or on its Affiliated Entities

reputation or financial standing;

To indemnify the Company against any lossor liability suffered by the Company and/or its

Affiliated Entities as a result of the contravention of any legal or regulatory requirements on the

part of the Partner or as a result of or related to the actions ofthe Partner during and after the

Termination of the Agreement;

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To resolve directly with the Perspective Client and/or Introduced Client any disputes and/or

disagreements arise between the Partner and the Perspective Client and/or Introduced Client in

accordance with clauses 15.5. and 15.6.

3.5The Partner shall not:

Contact or interact in any way with Prospective Clients and/or Introduced Clients unless the prior

specific consent of the Company is given;

Accept money from Prospective Clients and/or Introduced Clients on behalf of or for the benefit

of the Company and/or of its Affiliated Entities or trade on behalf of Introduced Clients;

Make changes to any documents including the Company’s and/or its Affiliated Entities legal

documents and/or any Promotional Material;

Make any representation or warranty concerning the Company and/or its Affiliated Entities

except as authorized by the Company;

In their capacity as Partner, incur any liability on behalf of the Company and/or to its Affiliated

Entities or in any way pledge or offer credit on behalf of the Company and/or on behalf of its

Affiliated Entities or accept or enter into any contract binding upon the Company and/or of its

Affiliated Entities.

3.6The Partner agrees that in the event of a request by an Introduced Client to be unlinked from a specific

Partner and/or be linked to another Partner the Company and/or its Affiliated Entities reserve the right,

at their sole and absolute discretion to fulfill such request and cease paying any Partner Commission to

the (previously linked) Partner in relation to this Introduced Client.

3.7The Partner agrees that in the event of a breach of this Agreement the Company reserves the right, at

their sole and absolute discretion to unlink Introduced Clients from a specific Partner and cease paying

any Partner Commission to the (previously linked) Partner in relation to these Introduced Clients.

4.Company’s Rights and Obligations

4.1.The Company and/or its Affiliated Entities retain the right to refuse registration as a Client to any

Prospective Client introduced by the Partner.

4.2.The Company and/or its Affiliated Entities shall be the sole and exclusive proprietors of any personal

data disclosed and/or related to the Introduced Clients.

4.3.The Company has the right to cancel the payment of a Partner Commission for any Non–Active

Introduced Client and terminate the assignment of such a Non–Active Introduced Client with a specific

Partner.

4.4.The Company has the right to change the Territory from time to time at its sole discretion.

4.5.The Company and/or its Affiliated Entities have the right to monitor the Partner’s Site and request the

Partner to make amendments as deemed necessary and the Partner is obliged to comply with such

amendments.

4.6.The Company undertakes to:

Fulfill its obligations under this Agreement in good faith;

Save information about all Introduced Client transactions, for such period as may be reasonably

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required for the purposes of this Agreement;

Pay Partner Commission for Introduced Clients, except in the following circumstances:

oWhen the Client and the Partner are the same person/entity;

oWhen the Partner acts in breach of the terms of this Agreement;

oWhen one of the reasons mentioned in term 5.6 below prevails.

5. Payment of Partner Commission

5.1.For the services rendered under this Agreement, the Partner shall be compensated for each trading

transaction (excluding any credit/bonus generated amount) performed by the Introduced Client assigned

to the Partner.

5.2.The Partner Commission will be calculated for all closed trading transactions either instantly and be

available within five (5) to thirty (30) minutes or within a twenty-four (24) hour period and will be available

for withdrawal on a daily basis. The calculation and payment frequency of each Partner Commission

shall be determined by the Company at its sole and absolute discretion.

5.3.The Partner’s Commission shall be calculated in accordance with the Partner’s designated level and/or

the applicable Commission Plan. Further details regarding the calculation methodology are set forth in

Appendix 1 of this Agreement.

5.4.The Company retains the right to reduce the Partner Commission in the event that the cost of hedging

risks associated with one or more Introduced Clients’ transactions increases.

5.5.If there is reasonable suspicion by the Company that auto-referral activity (that is when the Partner gets

PartnerCommission from trading operations carried out on Accounts by direct or circumstantial

evidence controlled by the Partner; this includes, butis not limited to, use by the Partner and the signed

Client of at least two identical IP addresses) is performed by the Partner, the Partner Commission size

can be decreased by the Company down to 0%.

5.6.Payment of Partner Commission may be delayed and/or customized and/or not be paid or

annulled/canceled or suspended in the following circumstances:

If the Partner Account or any other Account managed or controlled by the Partner or any of the

Introduced Clients assigned to the Partner is considered by the Company at its sole discretion as

suspicious;

If the Company determines at its sole discretion that the Partner Commission is derived from

activity related, directly or indirectly, to fraudulent or abusive or illegal or deceptive practices;

The Introduced Client performs actions in bad faith for generating Partner Commission;

If the Partner Account, any Account maintained in the name of the Partner or attracted Introduced

Client Account is blocked or placed in the archive ina manner required by sections of this

Agreement or the “Temporary Block of the Client Account” and “Inactive and Dormant Client

Accounts” of the Terms and Conditions between the Company and the Client if applicable. The

provisions of this clause are applicable to the full period of archiving and/or blocking of a Partner

Account and/or any Account maintained in the name of the Partner or Introduced Client linked to

the Partner;

When the rate amount to be paid is less than 0.01 of a unit of currency of the Partner Account;

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The results of the Introduced Client transactions are canceled because they were executed at

non-market quotations;

When the Introduced Client's Account balance consists of only credits/bonuses;

If the Partner Commissionderived from Introduced Clients via Facebook or Instagram or any

other social media platform or other platforms’ paid advertising;

If any of the Introduced Client(s) does not fully comply with its obligations under the Terms and

Conditions;

The Introduced Client is not eligible to be a Client of the Company based on its internal policies

and procedures and/or applicable Laws;

The Partner and/or the Introduced Client has failed to satisfy any requests from the Company in

relation to due diligence and/or know your customer (“KYC”) and/or your business (“KYB”) and/or

similar requirements;

If the Company determines at its sole discretion that the Partner has breached any provision of

this Agreement and/or performed any actions and/or omissions in violation ofLaws and/or

regulations;

Where applicable, the Introduced Client trades in account types or instruments that do not

generate Partner Commission;

Where a notice of termination of this Agreement has been issued by either party, in accordance

with clause 10 below. Any withdrawal and/or cancellation of such notice shall not affect the

provisions outlined above.

5.7.When the restrictions are removed from an Introduced Client’s Account, the Partner Commission

payments to the Partner shall resume.

5.8.The percentages and methods of calculation of the Partner Commission may be amended from time to

time by the Company.

5.9.The Partner Commission shall be paid to the Partner Account. Any other manner to pay the Partner

Commission must be approved by the Company.

5.10.The Partner undertakes to pay all tax, money transfer fees, currency conversion fees, and other

mandatory payments.

6. The Use of Promotional Material

6.1.The Partner shall only use Promotional Material provided and approved by the Company in order to

provide the services provided by the Agreement. Any other material created by the Partner and used for

advertising, including but not limited to creatives, landing pages, domains, emails and more should be

submitted to the Company for prior approval before launching.

6.2.Any Promotional Material that is created and/or provided by the Company and used by the Partner is

exclusively owned by the Company and shall not be used by the Partner for any purpose outside the

scope of the present Agreement unless the prior written consent of the Company is obtained.

6.3.The Company shall have the right to request from the Partner to refrain from posting the Promotional

Material or any part of the Promotional Material to specific jurisdictions, as those jurisdictions will be

communicated by the Company to the Partner. The parties further agree that the Company shall at all

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times retain the right to restrict the extent to which the Partner promotes, distributes or publishes the

Promotional Material and the Partner shall immediately comply with the Company’s instructions to this

respect.

7. Promotion Restrictions

7.1The Company and/or its Affiliated Entities, own worldwide registered and protected trademarks

including without limitation the “BABA Option” and the “BABA Option logo”. The Partners acknowledge

that they are not allowed to register any kind of business that includes the trademarks of the Company

and/or its Affiliated Entities.

7.2The Company may give the Partner a revocable, non-exclusive, non-transferable, non-assignable, non-

sub-licensable right to use and display on the Partner’s Site the name, trademark and Promotional

Material for free for the duration of this Agreement so that the Partner may fulfill their obligations under

this Agreement, subject to the following:

The Partner shall use the Company’s name, trademark and Promotional Material to advertise the

services provided by the Company and/or its Affiliated Entities on their website solely for the

purpose of providing a link from the Partner’s Site to the Site and fulfilling their obligations under

this Agreement;

The Partner may not call into question or dispute the Company’s right to its name and trademark;

The Partner may not perform any actions that may be considered by the Company as damaging

the Company’s business reputation, image or trademark;

The Partner undertakes to observe the provisions of any applicable legislation and customary

business practices regarding the protection of intellectual property rights and to cooperate with

the Company to protect such rights;

The Partner undertakes to inform the Company in writing of all instances known to it in which the

Company’s right to its name and trademark are disputed or violated.

7.3The Partner is not permitted to use the Company’s and/or its Affiliated Entities’ trademark in any paid

search activity, whether this is in adtext, copy or display URLs without prior written approval by the

Company and/or its Affiliated Entities.

7.4The Partner is not permitted to use the Company’s and/or its Affiliated Entities’ trademark in their ad-

copy paid media to advertise on behalf of the Company without the written approval from the Company

and/or its Affiliated Entities.

7.5The Partner recognizes that the Company holds all rights to the Company's intellectual property and that

all intangible assets related to the Company’s and/or its Affiliated Entities’name and trademark and

created as a result of the performance of this Agreement or by other means are the property of the

Company.

7.6The Company may cancel the non-exclusive, non-transferable right to use the Company’s and/or its

Affiliated Entities’ name, trademark and Promotional Material for free at any time, at its absolute

discretion and without the need to provide any reasons for such cancellation.

7.7The Partner undertakes the following:

to post on the Partner Site specific warnings and disclaimers in relation to the provision of the

specific services by the Company and/or its Affiliated Entities;

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to add all Company’s brand terms as negative keywords in all paid search activities in order to

avoid any broad matching issues;

to clearly disclose the relationship between the Partner and the Company, including its Affiliated

Entities, if applicable, in any material produced or used by a Partner anywhere, including without

limitation blogs, publications and news sites, disclosing both non-financial and financial

relationships where applicable.

to follow and comply with the Company’s advertising guidelines for Partners, as provided to the

Partner by the Company from time to time, at the Company’s sole and absolute discretion.

7.8The Partner (and/or any of its Affiliated Entities) shall not, directly or indirectly:

Register or use domains, subdomains, keywords, search terms or other identifiers containing the

Company’s and/or its Affiliated Entities trademark(s) (a part of the Company’s name), the

Company’s trade names, the Company’s name or any words or depictions confusingly similar to

any of the aforementioned in any language without the Company’s prior written consent;

Bid on or purchase internet placement rights for a similar domain name or any part or similarities

thereof in any manner in any of its advertising and/or promotions, including but not limited to,

internet and web advertising;

Include a similar domain name or any part thereof, or similar variations, translations or

misspellings, in the meta tags of any web site code. This includes the meta title, meta keywords

or meta description;

Purchase, obtain or use, directly or indirectly, any keywords from third party platforms so as to

redirect traffic to the similar domain name;

Purchase a similar domain name or any part thereof, or any variations, translations or

misspellings thereof, for use in text links, banner ads, pop-upads or any other type of ad that

could be associated with a keyword campaign;

Use false advertising or in general false and/or fraudulent methods for attracting new Clients

online, launching the search engine and leading the search engine users astray, including, but not

limited to the use of the Company's Site URL with a Partner Link in the contextual advertising

systems, knowingly falsely redirecting users to a different website on the Internet;

Send traffic through automatic redirects on a website page;

Use ad fraud, including but not limited to impression/click/conversion/data fraud, and fraudulent

traffic sources, including but not limited to botnets/toolbars/click farms/other methods of

automated/fraudulent traffic such as automated bots and super cookies;

The use of questionable traffic sources including but not limited to parked domains, error pages,

juvenile, death & tragedy, sexually suggestive and violent content are not permitted;

Publish advertisement-like information on websites which contain or link to websites that violate

the Law, industry standards, ethics, and morality;

Publish advertisements with incorrect information about the services offered or with omissions

to the non-disclosure requirements of the risks to the Prospective Client.

Use malicious software with pop-up advertisements or advertisement-like mailings to email

addresses without consent to receive said mailings;

Purchase keywords with reference to BABA Option and/or other misspellings of the name on pay-

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per-click search engines to drive trafficto Partner’s own website;

Purchase trademarks which include the word "BABA Option" in any language;

Bid or appear on misspellings or variations of "BABA Option" brand searches.

The Partner undertakes full responsibility of any legal representation and to pay all relevant fees,

costs, expenses and fines in relation to any dispute, claim, action or proceeding relating to the

intellectual property rights of the Company and/or its Affiliated Entities arising whatsoever

directly or indirectly out of the Partner’s activities, negligence, willful default or fraud or breach of

any of its obligations under this Agreement.

8. Protection of Personal Data

8.1.The Partner undertakes to observe all provisions of applicable Laws and regulations for the protection

of personal data for the purpose of fulfilling its obligations under this Agreement.

8.2.The Partner undertakes fullresponsibility to pay any fines and/or compensate the Company and/or its

Affiliated Entities for any losses arising as a result of its violation of the provisions of Law regulating the

protection of personal data indemnify and hold harmless the Company and/or its Affiliated Entities

including their directors, officers, employees, shareholders and owners against any and all claims,

demands, liabilities, losses, damages, judgments, settlements, costs, fines and expenses insofar as such

claims, demands, liabilities, losses, damages, judgments, settlements, costs, finesand expenses arise

out of the breach of the present Agreement and/or are based on any claim against the Company derived

by the Partner’s activities, negligence, willful default or fraud or breach of any of its obligations under

this Agreement.

9. Confidentiality

9.1.Confidential Information means all confidential information relating to the service which the Discloser

or its Representatives or any of its affiliated companies, or their Representatives directly or indirectly

discloses, or makes available, to the Recipient or its Representatives or its affiliated companies, or their

Representatives, before, on or after the date of this agreement.

This includes:

(a)the fact that discussions and negotiations are taking place concerning the service and the status

of those discussions and negotiations;

(b)the existence and terms of this agreement;

(c)all confidential or proprietary information relating to:

(d)the business, affairs, customers, employees, clients, suppliers plans, intentions, or market

opportunities of the Discloser or of any of the Discloser's affiliated companies; and

(e)the operations, processes, product information, know-how, technical information, designs, trade

secrets or software of the Discloser, or of any of the Discloser's affiliated companies; any

information, findings, data or analysis derived from Confidential Information;

(f)any other information that is identified as being of a confidential or proprietary nature; but

excludes any information referred to in clause 9.2.

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9.2.Information is not Confidential Information if:

(a)it is, or becomes, generallyavailable to the public other than as a direct or indirect result of the

information being disclosed by the Recipient or its Representatives or by any of the Recipient’s

affiliated companies or their Representatives in breach of this agreement (except that any

compilation of otherwise public information in a form not publicly known shall still be treated as

Confidential Information);

(b)it was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser;

(c)it was, is, or becomes available to the Recipient on a non-confidential basis from a person who,

to the Recipient’s knowledge, is not under any confidentiality obligation in respect of that

information;

(d)it was lawfully in the possession of the Recipient before the information was disclosed by the

Discloser;

(e)it is developed by or for the Recipient independently of the information disclosed by the Discloser;

(f)the parties agree in writing that the information is not confidential.

9.3.In return for the Disclosermaking Confidential Information available to the Recipient, the Recipient

undertakes to the Discloser that it shall:

(a)keep the Confidential Information secret and confidential;

(b)not use or exploit Confidential Information in any way except for the service;

(c)not directly or indirectly disclose or make available any Confidential Information in whole or in

part to any person, except as expressly permitted by, and in accordance with this agreement; and

(d)not copy, reduce writing or otherwise record the Confidential Information except as strictly

necessary for the service. Any such copies, reductions to writing and records shall be the property

of the Discloser.

(e)The Recipient shall establish and maintain adequate security measures (including any

reasonable security measures proposed by the Discloser from time to time) to safeguard the

Confidential Information from unauthorised access or use.

9.4.Disclosure to Representatives

(a)The Recipient may disclose the Confidential Information to its Representatives, any of its

affiliated companies, or their Representatives on the basis that it:

i.informs those Representatives, affiliated companies, or their Representatives of the

confidential nature of the Confidential Information before it is disclosed; and

ii.procures that those Representatives, affiliated companies, or their Representatives

comply with the confidentiality obligations in clause 9.3 as if they were the Recipient.

(b)The Recipient shall be liable for the actions or omissions of the Representatives, any of its

affiliated companies or their Representatives in relation to the Confidential Information as if they

were the actions or omissions of the Recipient.

9.5.Mandatory Disclosure

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(a)Subject to the provisions of this clause, a party may disclose Confidential Information to the

minimum extent required by:

i.an order of any court of competent jurisdiction or any regulatory, judicial, governmental

or similar body or any taxation authority of competent jurisdiction;

ii.the rules of any listing authority or stock exchange on which its shares or those of any of

its affiliated companies are listed or traded; or

iii.the Laws or regulations of any country to which its affairs or those of any of its affiliated

companies are subject.

9.6.Return or destruction of Confidential information

(a)If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient

shall:

i.destroy or return to the Discloser all documents and materials (and any copies)

containing, reflecting, incorporating or based on the Discloser’s Confidential Information;

ii.erase all the Discloser's Confidential Information from its computer and communications

systems and devices used by it, or which is stored in electronic form;

iii.erase all the Discloser's Confidential Information which is stored in electronic form on

systems and data storage services provided by third parties.

10. Restrictions, Amendments and Termination

10.1.The Company at its discretion may put restrictions in the operation of the Partner Accounts for any of

the following reasons:

(a)If there is any suspicion that the Partner is involved in any illegal/fraudulent transactions;

(b)If there is a suspicion that the Partner violates any of the conditions of this Agreement or any

term of the Client Agreement between the Company and the Partner as a Client or any other

document concluded between the Partner as a Client with the Company.

In the event that the Partner is also a Client of the Company and any of the aforementioned events occur then the

Company may also put restrictions on the operation of any of the Accounts in the name of the Partner.

10.2.The Company has the rightto amend the terms of this Agreement at any time with immediate effect

without giving any prior notice to the Partners.

10.3.The Company may terminate the Agreement and the Partner's status with immediate effect for any of

the following reasons:

(a)If the Partner violates the conditions of the Agreement;

(b)In the event that the Partner is also a Client of the Company and the Partner violates any term of

the Client Agreement between the Company and the Partner as a Client or any other documents

concluded between the Partner as a Client of the Company;

(c)If the Company has cause to believe that the Partner is not putting enough effort into promoting

the Company's services;

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(d)Any of the Introduced Clients engages in doubtful operations and/or in abusive trading and/or is

in breach of the Client Agreement as determined in the Company’s sole and absolute discretion;

(e)If the Company has reasons to believe that the Partner committed any illegal acts or omissions

whatsoever; or

(f)If the Company has reasons to believe that the Partner has performed and/or performs any

actions that may result in damaging the Company’s business reputation, image or trademark; or

(g)If the Company suspects that Partner shares any personal data and/or personal information in

breach of the Company's privacy policies and/or this Agreement and/or the personal datasharing

disclaimer.

In the event that the Partner is also a Client of the Company and any of the aforementioned events

occur then the Company may also terminate with immediate effect the Terms and Conditions

between the Company and the Partner as a Client.

10.4.The Company may terminate the Agreement without cause by providing five (5) days’ written notice to

the Partner.

10.5.Where termination of the Agreement and the Partner's status takes place, the Company shall pay Partner

Commission for all Introduced Clients actually introduced before the notice of termination of this

Agreement up to the termination date of this Agreement, excluding the instances directly provided for

by this Agreement. The Partner shall not be entitled to receive any Partner Commission from any

Introduced Clients generated after the notice of termination date up to the effective termination date.

The Partner Сommission size may be decreased by the Company down to 0% from the date of the notice

of termination of this Agreement. Any withdrawal and/or cancellation of such notice shall not affect the

provisions outlined above.

10.6.Termination of the Partner’s status shall not preclude the Company from subsequently entering into or

maintaining contractual relationships with Introduced Clients introduced by the Partner.

10.7.The Partner shall no longer be allowed to use the Company's name and trademark following the

termination of the Partner’s status and the Partner is obliged to return to the Company any Promotional

Material.

10.8.In the event that, subsequent to the termination date of this Agreement, the Company shall have the

discretionary right to impose a termination handling fee to any Partner Account for the handling of post-

termination Partner Account matters (the "Termination Handling Fee"), as per below:

(a)The Termination Handling Fee shall be a lump sum fee of up to ten US Dollars (10.00 USD) or its

equivalent sum (depending on the currency of the Partner Account).

The Company reservesthe right to change the limit amount of the lumpsum fee at any given time

following the termination as the Company deems necessary;

(b)The Termination Handling Fee shall not be imposed ifthe total available balance in the Partner

Account is more than the Termination Handling Fee. The Company reserves the right to impose

a Termination HandlingFee on any Partner Account within each Partner’s personal area. However,

the aggregate sum of Termination Handling Feesacross all Partner Accounts per Partner’s

personal area shall not surpass the threshold of ten US Dollars (10.00 USD);

(c)The Termination Handling Fee will be implemented if the Partner has failed to withdraw the

remaining balance after the lapse of the notice period for the termination of the Agreement (the

"Termination Notice");

(d)The Company reserves the discretionary right to apply the Termination Handling Fee at any given

time upon termination of the Agreement.

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10.9.The Partner may terminate the Agreement and their Partner Account(s) at any time and without cause

by providing five (5) days’ written notice tothe Company. Such notice shall be sent via email to

support@partners.babaoption.com.

10.10.When Partners are also Clients of the Company and terminate their agreement governed by the

Company’s Terms and Conditions with the Company, including the respective trading Account(s)

registered with the Company, the Company shall also simultaneously terminate the Partnership

Agreement between the Company and these Partners, including the respective Partner Account(s), with

immediate effect or no later than five (5) calendar days following such termination notice.

11. Indemnity

11.1.The Partner agrees to indemnify the Company and/or its Affiliated Entities and hold the Company and/or

its Affiliated Entities, directors, officers, authorized representatives, employees and affiliates, harmless

from and against any liability, claims, demands, proceedings, costs, damages, expenses (including legal

fees) and penalties/fines whatsoever includingbut not limited to intellectual property rights and

confidentiality directly or indirectly suffered by themor incurred by them arising out of the Partner’s

activities, negligence, willful default or fraud or breach of its obligations under this Agreement and the

Company may deduct any amount to indemnify the Company and/or its Affiliated Entities from any

outstanding Partner Commission.

12. Client Complaints

12.1.The Partner will promptly inform the Company by telephone and in writing, of any complaint against the

Company and/or any of its Affiliated Entities Upon Company’s request the Partner shall submit a full and

detailed report with any supporting documents relating to the complaint within five (5) days of receiving

the complaint.

12.2.The Partner agrees to notify in writing the Company of any written complaint received from any

Introduced Client which relates to any function that the Partner has undertaken and, in the event, the

Partner agrees action is necessary,it undertakes to take reasonable steps to amend its procedures to

avoid the occurrence of similar complaints in the future.

13. Notices

13.1.For the purposes of this Agreement, “writing” or “written notice” is defined as handwritten or typed text

that is sent or received by email and/or through the Partner’s personal area.

13.2.Any notice hereunder shall be in writing and deemed to have been duly given from the moment the email

is sent to the email addresses below for the Company or to the last email address provided by the Partner

to the Company: support@partners.babaoption.com

14. Entire Agreement

14.1.This Agreement, together with any documents referred to in it, constitutes the whole agreement between

the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings,

representations, warranties and arrangements of anynature, whether in writing or oral, relating to such

subject matter.

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15. Partner’s Representations and Warranties

15.1.The Partner represents that they should have the full right, power, and authority to enter into and be

bound by the terms and conditions of this Agreement and to perform their obligations under this

Agreement, without the approval or consent of any other party.

15.2.The Partner confirms that they should have obtained all necessary authorisations (including, without

limitation, any regulatory or governmental consents, approvals or licenses), if applicable, to enable them

to enter into and perform their obligations under this Agreement and they should undertake to maintain

such authorisations, and consents during the term of this Agreement. The Partner undertakes to submit

to the Company, prior to commencing operations under the present Agreement, evidence of all the

relevant authorisations, licenses and consents that they should possess.

15.3.The Partner confirms that they should have, prior to execution of this Agreement, fairly disclosed to the

Company all information (including, without limitation, geography of leads, channels, any material

information relating to its regulatory standing anddetails of any material difficulties previously

encountered by them in the provision to Introduced Clients of such or similar services as those

contemplated in this Agreement) which may reasonably be considered material towards the Company’s

decision on whether to deal with the Partner and/or any Prospective Client or in determining the basis

on which Company services should be provided.

15.4.The Partner confirms that all information and/or documentation supplied by them to the Company

(including, without limitation, information relating to any Prospective Client or Client, geography of leads,

channels) is true, complete and accurate in all material respects and the Partner will advise the Company

forthwith of any material change to the information previously provided. In addition, the Partner

undertakes to provide any further information and/or documentation as required by the Company from

time to time.

15.5.The Partner will not disclose the Prospective Client’s and/or Introduced Client’s and/or Client’s contact

or personal information without obtaining explicit consent from the Prospective Client and/or Introduced

Client and/or Client in accordance with relevant legalnotice or any other applicable document, either

through the Client's Personal Area or by other means. The Partner confirms that by sharing their contact

details with the Prospective Client and/or Introduced Client and/or Client, in the event the Prospective

Client and/or Introduced Client and/or Client communicates with the Partner in an excessive frequency

and/or manner and/or nature, such behavior and/or actions of the Prospective Client and/or Introduced

Client and/or Client are neither directed and/or initiated by the Company. The Partner understands and

agrees that the Company shall not intervene in any communication between the Partner and the

Prospective Client and/or Introduced Client and/or Client and/nor resolve any discrepancies in regard to

such behavior, as per clause 15.6 of this Agreement.

15.6.The Partner confirms that any disputes and/or disagreements between the Partner and the Prospective

Client and/or Introduced Client and/or Client shall be resolved directly between the Partner and the

Prospective Client and/or Introduced Client and/or Client and that the Companyshall not mediate any

disputes and/or disagreements, as all interactions occur independently of the Company’s internal

environment.

15.7.The Partner confirms that by entering into this Agreement, agrees tobe bound as well by the BABA

Option Partner program’s terms and conditions and any other documentation available on the Site and/or

Partner’s personal area.

16. Severability

16.1.Should any part of this Agreement be held by any court of competent jurisdiction to be unenforceable or

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illegal or contravene any rule, regulation or by Law of any market or regulator, that part shall be deemed

to have been excluded from this Agreement from the beginning, and this Agreement shall be interpreted

and enforced as though the provision had never been included and the legality or enforceability of the

remaining provisions of the Agreement or the legality, validity or enforceability of this provision in

accordance with the Law and/or regulation of any other jurisdiction, shall not be affected.

17. Assignment

17.1.The Company may at any time assign to a third party any or all of its rights, benefits or obligations under

this Agreement or the performance of the entire Agreement subject to providing at least five (5) Business

Days prior written notice to the Partner. This may be done, without limitation, in the event of merger or

acquisition of the Company with a third party, reorganization of the Company, upcoming winding up of

the Company, or sale or transfer of all or part of the business or the assets of the Company to a third

party. It is agreed and understood that in the event of transfer, assignment or novation as described in

the present clause, the Company shall have the right to disclose and/or transfer all Partner related

information (including without limitation personal data, recording, correspondence, due diligence and

identification documents, files and records etc) transfer the Partner Account and any money maintained

in such Partner Account.The Partner may not transfer, assign, charge, novate or otherwise transfer or

purport to do so the Partner’s rights or obligations under the Agreement without prior written consent of

the Company.

18. No Waiver

18.1.No failure to exercise, nor any delay in the exercise, byeither party to this Agreement of any right, power,

privilege or remedy under this Agreement shall impair, or operate as a waiver of such right, power,

privilege or remedy.

19. Miscellaneous

19.1.Nothing in this Agreement is intended to, or shall be deemed to establish any partnership or joint venture

between the Company and the Partner, constitute either the Company or the Partner an agent of each

other or of any other third pay, nor authorize the Partner to make or enter into any commitments for and

on behalf of the Company.

19.2.In the event of any disputebetween the Partner and any Prospective Client and/or Introduced Client

and/or Client or in the event of suspicion by the Company of any fraudulent or illegal activities involving

the Partner the Company retains the right to block any amount of money in any of the Partner Accounts

or any of the Accounts maintained in the name of the Partner as a Client with the Company.

19.3.All rights and remedies provided to the Company under the Agreement are cumulative and are not

exclusive of any rights or remedies provided by the applicable Law.

19.4.This Agreement and any matter, dispute or claim, including non-contractual disputes or claims, arising

out of or in connection with it or its subject matter or formation shall be governed by and construed in

accordance with the Laws of Saint Vincent and Grenadines.The Partner hereby irrevocably agrees that

the courts of Saint Vincentand Grenadines have exclusive jurisdiction and accordingly submits to the

jurisdiction of the courts of Saint Vincent and Grenadines in relation to any matter arising in connection

with this Agreement.

19.5.In the event of the death or mental incapacity of the Partner (if physical person) or one of the persons

who form the Partner (if legal entity), all funds held by the Company or its nominee, will be for the benefit

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and at the order of the survivor(s) and all obligations and liabilities owed to the Company will be owed

by such survivor(s).

20. Partner Types

20.1.The Company may offer various Partner types from time to time with different Partner Commission

levels. Criteria for upgrading Partner type may vary and are determined in the Company’s sole discretion.

The Company retains the right to refuse to change and/or upgrade the Partner type of a Partner at its

sole and absolute discretion. Furthermore, the Company reserves the right to change and/or downgrade

the Partner type of a Partner at its sole and absolute discretion.

21. Language

21.1.The Company’s official language is the English language and the Partner should always read and refer

to the main Sites for all information and disclosures about the Company and its activities. Translation or

information provided in languages other than English, is for informational purposes only and does not

bind the Company or have any legal effect whatsoever, the Company having no responsibility or liability

regarding the correctness of the information therein.

22. Survival

22.1. The parties of this Agreement hereby agree that any provision of this Agreement that expressly or by

implication is intended to come into or continue in force on or after termination (including clauses 5.6,

8 (Protection of Personal Data), 9(Confidentiality), 11 (Indemnity) and 19.2. (dispute resolution process)

and any other clauses necessary to protect the rights and obligations of the parties beyond the

termination of this Agreement, each of which shall remain in full force and effect.

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Appendix 1- Commission Structure

1.The Company offers two distinct commission structuresto Partners for the referral of new clients:

a.CPA (Cost Per Acquisition) Commission; and

b.Turnover Share Commission.

2.The Partner shall be entitled to participate in only one (1)of the above commission structures at any given

time. The Partner shall notbe eligible to receive both types of commissions concurrently in respect of the

same Introduced Clients.

3.The Partner must choose their preferred commission model in writing prior to initiating any referral activities.

Any subsequent request to change the elected commission model shall be subject to the Company’s prior

written approval and may be subject to frequency limitations or additional conditions, as determined by the

Company in its sole and absolute discretion.

4.CPA (Cost Per Acquisition):The CPA Commission payable to the Partner shall bedetermined based on the

following two key factors:

a.the country of residence of each Qualified Introduced Client; and

b.the Partner’s Level, whichshall be established according to the total number of Qualified

Introduced Clients referred during a given calendar month.

5.The CPA Commission shallbe calculated on a monthlybasis, covering the periodfrom the first (1st)to the

lastcalendar day of each month. The applicable Partner Level shall be determined on the first (1st)day of

the following month and shall apply retroactively toall Qualified Introduced Clients referred during the

previous calendar month.

6.The Company reserves the right, in its sole and absolute discretion, to modify the CPA Commission structure,

applicable rates, qualification thresholds, and Partner Level criteria, provided that reasonable prior notice is

given to the Partner.

7.The CPA is currently applicable only for the Qualified Introduced Client who are residents of Japan.

8.The CPA commission rates, and corresponding qualification levels are outlined below table:

Level

Number of Qualified Introduced Client (per month)

CPA Commision per Client (JPY)

1-20

15,000

21-50

33,000

51-100

55,000

9.For the purposes of this Agreement, a Qualified Introduced Client shall mean an individual who:

a.Registered through the Partner's referral link.

b.Has achieved a minimum trading volume of JPY 300,000

c.There is no time limit to meet this trading requirement.

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10.The Company reserves theright to amend thequalification criteria for a Qualified Introduced Client at any

time, with or without prior notice to the Partner.

11.The following are illustrative examples of CPA commission payments:

Example 1: Partial Qualification

•Partner A refers 5 new clients in August.

•3 clients meet the JPY 300,000 trading condition within August.

oResult: 3 Qualified Clients → Level 1 applied.

oCommission paid on September 10.

•Remaining 2 clients meet the trading requirement in September.

oResult: Counted as September Qualified Clients → Commission paid on October 10.

Example 2: High Volume Referrals in One Month

•Partner A refers 27 clients in September.

•25 clients meet the trading condition during September.

oResult: Level 2 applied (21–50 clients).

oCommission: 25 x ¥33,000 = ¥825,000 paid on October 10.

12.Turnover Share Commissionis compensated based on the actual trading volume of Introduced Clients.

13.The TurnoverShare Commission shall be calculated at a fixed rate of one percent (1%)of the total notional

trading volume executed by each Introduced Client.

14.The Turnover Share Commission shall:

a.Apply only to completed trading transactions;

b.Be calculated based on gross trading volume, regardless of trading outcome (profit or loss);

c.Be exempt from any performance-based tiers, minimum thresholds, or qualification criteria.

15.This commission shall accrue on a continuousbasis and shall be paid in accordance with the Company’s

prevailing disbursement schedule, which may be amendedfrom time to time at the Company’s sole discretion.

16.The Company reserves the right to modify, suspend, or terminate the Turnover Share Commission

framework—including the applicable rate, payment frequency, and eligibility requirements—by providing prior

written notice to the Partner.

17.In cases of fraud, self-referral, abusive trading practices, or any breach of this Agreement or applicable law,

the Company reserves the right to withhold, adjust, or nullifyany Turnover Share Commission otherwise

payable to the Partner