Terms and Conditions for Introducing Broker Agreement

These Terms and Conditions (“Terms”) govern participation in the Introducing Broker Revenue Share Program (“Program”) offered under YWO brand (“YWO”).

The YWO Brand operates through affiliated and licensed entities within the YWO group structure. Brokerage, trading, and investment services are provided exclusively by the relevant licensed entities operating under the YWO Brand.

Services may be provided through different affiliated or licensed entities depending on client eligibility, jurisdiction, regulatory requirements, licensing restrictions, internal policies, operational considerations, and commercial factors.

DEFINITIONS

“Introduced Client”: A new client who registers and trades via the Partner’s unique referral link.

“Qualified Client”: A client who successfully completes KYC, deposits real funds, and trades the minimum volume required by the program.

“Revenue Share” (RevShare): A percentage of spread, commission, or revenue generated from client trading activity through YWO Licensed Entities and shared with the Partner.

“Partner Portal”: The dashboard provided to the Partner for performance tracking, reports, and withdrawal requests.

“YWO Licensed Entity”: means any licensed and regulated entity operating under the YWO brand, including, but not limited to:

• YWO (MU) Ltd, an Investment Dealer licensed and regulated by the Financial Services Commission (“FSC”) of Mauritius with license number GB25205550; and
• YWO (CM) Ltd, authorized and regulated by the Mwali International Services Authority (“M.I.S.A.”) of the Union of Comoros with license number BFX2025026.

together with any other affiliated, authorized, licensed, or regulated entity that may operate under the YWO brand from time to time.

1. PARTNER COMMISSIONS & TERMS

1.1. The Partner shall be entitled to remuneration in accordance with the commission structure, revenue share model, rebates, or commercial terms communicated through the Partner Portal and/or otherwise agreed in writing with the YWO Licensed Entity from time to time.

1.2. YWO reserves the right, at its sole and absolute discretion, to amend, modify, suspend, replace, or withdraw any commission structure, tiering model, rebate arrangement, eligibility criteria, or commercial terms at any time, with notice where reasonably practicable, unless immediate action is required for legal, regulatory, fraud, abuse, or risk reasons.

1.3. The applicable commission terms visible through the Partner Portal shall constitute the prevailing commercial arrangement unless otherwise agreed in writing.

1.4. YWO may also determine, at its sole discretion, different commercial arrangements for different Partners based on business, operational, regulatory, jurisdictional, or commercial considerations.

1.5. Subject to compliance with these Terms, the Partner shall be entitled to remuneration arising from qualifying clients introduced through the YWO group structure, irrespective of the particular YWO licensed entity through which such clients are onboarded, serviced, or maintained, unless otherwise agreed in writing.

1.6. For the purposes of this Agreement, a "Bonus Account" means any trading account that offers a deposit bonus, trading credit, or any other promotional trading incentive to clients. In respect of Bonus Accounts, commission shall accrue and be payable only in relation to positions that remain continuously open for a minimum period of three (3) minutes from the time such positions are opened. No commission shall be payable in respect of any position closed before the expiration of such three (3) minute period.

1.7. The Partner is solely responsible for any tax obligations arising from commission payments.

2. ELIGIBILITY AND ENROLMENT

2.1. To participate in the Program, you must:

• Complete and pass the applicable KYC (Know Your Customer) and/or KYB (Know Your Business) requirements of YWO and/or the relevant YWO Licensed Entity.
• Be approved by YWO as a Partner.
• Operate in a legal and ethical manner in accordance with applicable laws and regulations.

2.2. YWO reserves the right to approve or reject any application at its sole discretion, with or without reason.

3. CLIENT ALLOCATION

3.1. YWO reserves the sole and absolute discretion to allocate, onboard, reject, transfer, or assign prospective clients introduced by the Partner to any YWO licensed entity within the YWO group structure, based on applicable laws, licensing restrictions, regulatory requirements, internal risk policies, commercial considerations, jurisdictional restrictions, and operational needs.

3.2. The Partner acknowledges and accepts that introduced clients may ultimately be onboarded, serviced, or maintained under a different YWO licensed entity within the YWO group structure than initially anticipated.

3.3. End clients introduced by the Partner shall enter into separate agreements directly with the relevant YWO licensed entity.

3.4. The Partner shall not be a party to any client agreement between the client and the relevant YWO licensed entity.

4. PARTNER OBLIGATIONS

By participating in the Program, you agree to:

4.1. Promote YWO brand using ethical, non-deceptive practices.

4.2. Only use YWO-provided or pre-approved marketing materials.

4.3. Not engage in spam, fraudulent sign-ups, self-referrals, bonus abuse, or IP/device manipulation.

4.4. Comply with all applicable laws, regulations, licensing requirements, advertising standards, and financial promotion restrictions in all relevant jurisdictions and not market, solicit, advertise, promote, or otherwise target persons located in jurisdictions where the relevant YWO licensed entity is not authorized to provide services or where such activities are restricted or prohibited by applicable law.

4.5. Maintain confidentiality of any non-public information shared by YWO.

5. PROHIBITED ACTIVITIES

5.1. The following are strictly prohibited:

• Creating fake or duplicate accounts
• Trading only with bonus funds or placing offsetting trades
• Engaging in YWO brand bidding in search engines without prior written permission
• Driving traffic from restricted, sanctioned, or banned regions
• Using the same IP address or device as referred clients
• Offering cash or financial incentives to register

5.2. The use of strategies or practices that exploit false, delayed, or erroneous pricing—including but not limited to latency arbitrage, price manipulation, or the use of software to take advantage of misquoted prices—is strictly prohibited. In the event that client trading activity is determined, at YWO’s sole discretion, to have generated volume based on such pricing irregularities or abusive practices, YWO reserves the right to cancel, adjust, reverse, or withhold any associated trading profits, rebates, remuneration, or Partner commissions without prior notice.

*Violations may result in immediate suspension or termination and the withholding, cancellation, reversal, or adjustment of unpaid commissions were permitted under these Terms.

6. YWO OBLIGATIONS & RIGHTS

6.1. YWO may, at its sole discretion, provide the Partner with access to marketing materials, tracking tools, reporting access, and support for the purposes of promoting the Program and/or the services provided by licensed entities operating under the YWO brand. The provision of such resources does not constitute an obligation to ensure the Partner’s success, profitability, or results.

6.2. YWO will make reasonable efforts to track referrals accurately; however, YWO does not guarantee error-free tracking, uninterrupted system availability, or continuous access to reporting tools or Partner Portal functionality. YWO shall not be liable for any tracking discrepancies, technical interruptions, delays, or system downtime.

6.3. Commission payments shall be made in accordance with the applicable commission structure published through the Partner Portal or otherwise communicated by YWO and/or the relevant YWO Licensed Entity from time to time.

6.4. YWO and/or the relevant YWO Licensed Entity reserve the right to withhold, reduce, reverse, adjust, suspend, or cancel commissions in cases of suspected fraud, abuse, non-compliance, abusive trading activity, regulatory concerns, breach of these Terms, or where referred client activity is deemed suspicious, artificial, abusive, or non-genuine.

6.5. YWO and/or the relevant YWO Licensed Entity reserve the right to modify, suspend, or terminate the Program, including commission structures, tracking methods, and eligibility criteria, at any time, with notice where reasonably practicable, unless immediate action is required for legal, regulatory, fraud, abuse, operational, or risk-management reasons.

6.6. YWO and/or the relevant YWO Licensed Entity reserve the right to decline, suspend, or terminate any referral, client, or Partner account at their sole discretion, without obligation to provide justification.

6.7. YWO and/or the relevant YWO Licensed Entity brand shall be under no obligation to disclose or share non-public business information, internal policies, client data, compliance assessments, operational decisions, onboarding decisions, or internal decision-making processes with the Partner.

6.8. YWO and/or the relevant YWO Licensed Entity may immediately suspend or terminate the Partner’s participation in the Program, without prior notice, in the event of any actual or suspected violation of these Terms, abuse of the Program, misleading marketing practices, regulatory concerns, reputational risk, non-compliance, or any activity which may expose YWO and/or YWO licensed entity to legal, financial, operational, or reputational risk.

6.9. To the maximum extent permitted by applicable law, YWO and/or the relevant YWO Licensed Entity shall not be liable for any direct, indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, reputational damage, or business interruption arising from participation in the Program. The Program and all associated services, systems, portals, and materials are provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied.

7. USE OF PROMOTIONAL MATERIALS AND BRAND ASSETS

7.1. The Partner is permitted to use YWO promotional materials, logos, trademarks, and other YWO brand assets strictly in accordance with YWO branding guidelines and solely for the purpose of promoting the YWO brand and/or the services provided by licensed entities operating under the YWO brand.

7.2. The Partner shall not publish, distribute, display, or otherwise make available to the public any promotional content, advertisement, communication, or marketing material referencing YWO, the YWO brand, any affiliated or licensed entity operating under the YWO brand, or any related brand assets without prior written approval from YWO.

7.3. Any modification, unauthorized use, misleading representation, unethical conduct, or non-compliant use of YWO brand assets is strictly prohibited. YWO reserves the right to require the immediate removal, amendment, suspension, or discontinuation of any materials that, in YWO’s sole discretion, do not comply with these Terms, applicable laws, regulatory requirements, or branding guidelines.

7.4. By entering into this Agreement, the Partner grants YWO and/or the relevant YWO Licensed Entity a non-exclusive, royalty-free, worldwide, revocable license during the term of this Agreement to use Partner’s name, logo, trademarks, and publicly available promotional content solely for the purpose of identifying the Partner as an introducing broker, affiliate, or commercial partner of the YWO brand in marketing materials, websites, presentations, case studies, press releases, and other promotional communications. Such use shall not imply any legal partnership, sponsorship, endorsement, agency relationship, or approval beyond the scope of this Agreement. YWO shall not materially alter the Partner’s trademarks, logos, or branding without the Partner’s prior written consent.

8. TRACKING AND REPORTING

8.1. All client activity and commissions are tracked via the Partner Portal.

8.2. YWO’s tracking and data shall be final and binding in the event of any discrepancy.

8.3. Any disputes must be raised within 10 business days of the relevant report. No disputes will be entertained after this period.

9. TERMINATION

9.1. Either party may terminate this Agreement with 5 calendar days’ written notice.

9.2. The YWO Licensed Entity may terminate this Agreement immediately for:

• Breach of any terms
• Fraudulent, unethical, or non-compliant behavior
• Regulatory concerns or legal requirements
• In cases where an introduced client is involved in any form of abusive and/or fraudulent activities.
• In cases where YWO Licensed Entity has reasonable belief that the actions of the Partner are damaging the reputation of the YWO Brand
• In cases where the Partner fails to generate meaningful referral activity or otherwise fails to meet agreed commercial expectations.

9.3. Upon termination:

• Valid commissions accrued up to the termination date will be paid, unless invalidated by breach.
• No future commissions will be due.
• In the event of termination, any funds remaining in the Partner’s account shall be notified to the Partner in writing. If the Partner does not provide withdrawal instructions within 60 days, the YWO Licensed Entity may transfer the funds to the Partner’s last known bank account. If this is not possible, the YWO Licensed Entity will hold the funds for up to 12 months.

After such period, any unpaid commissions associated with fraud, breach, abuse, non-compliance, invalid client activity, or violations of these Terms may be withheld, cancelled, reversed, or adjusted. YWO Licensed Entity may deduct reasonable administrative fees for holding unclaimed funds.

10. SUB-PARTNERS

10.1. Sub-partners must be approved in writing by the relevant YWO licensed entity

10.2. Sub-partners are subject to the same KYC/KYB and compliance rules.

10.3. The YWO licensed entity may reject or remove Sub-partners at its sole discretion.

11. CONFIDENTIALITY AND IP

11.1. The Partner agrees to treat all information received from YWO licensed entity or their representatives, whether oral, written, electronic, digital, or otherwise, as strictly confidential. Such confidential information includes, but is not limited to, business strategies, client information, pricing structures, commission arrangements, marketing plans, operational procedures, compliance processes, proprietary systems, technology, business relationships, and any other non-public information. The Partner shall not disclose, distribute, share, copy, or otherwise make such information available to any third party without prior written consent from YWO Licensed Entity, except where disclosure is required by applicable law, regulation, or a competent regulatory authority. These confidentiality obligations shall survive the termination or expiration of this Agreement.

11.2. All intellectual property rights and materials associated with the YWO brand, including but not limited to trademarks, logos, trade names, marketing materials, content, systems, software, documentation, and proprietary materials, shall remain the sole and exclusive property of the relevant YWO licensed entity and/or respective owner holding such rights. The Partner is granted a limited, non-exclusive, non-transferable, revocable license to use approved YWO brand assets solely for the purpose of promoting the YWO brand and/or the services provided by YWO Licensed Entities, strictly in accordance with these Terms, applicable laws, and YWO branding guidelines.

11.3. The Partner shall not modify, reproduce, distribute, sublicense, reverse-engineer, misuse, or otherwise exploit any intellectual property, proprietary material, systems, or confidential information associated with YWO licensed entity without prior written authorization. Upon termination of this Agreement or upon request by YWO Licensed Entity, the Partner shall immediately cease all use of YWO brand assets and intellectual property and remove all related materials from its websites, social media channels, advertisements, communications, and promotional platforms.

11.4. Any unauthorized use, infringement, misuse, or misappropriation of confidential information or intellectual property rights may result in immediate suspension or termination of the Partner’s participation in the Program, in addition to any other legal or equitable remedies available under applicable law.

12. INDEMNITY AND LIMITATION OF LIABILITY

12.1. The Partner agrees to fully indemnify, defend, and hold harmless the YWO licensed entity operating under the YWO brand, and their respective shareholders, directors, officers, employees, agents, representatives, contractors, and service providers from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to:

• any breach by the Partner of this Agreement or any applicable laws or regulations;
• any misrepresentation or false statement made by the Partner;
• any negligent, unlawful, fraudulent, unethical, misleading, or unauthorized act or omission by the Partner or its representatives;
• any claims, complaints, disputes, investigations, or regulatory actions arising from the Partner’s marketing, promotional, solicitation, or business activities;
• any misuse of YWO brand assets, intellectual property, confidential information, or promotional materials; and
• any failure by the Partner to obtain proper consents, licenses, or authorizations in connection with its activities under this Agreement.

*This indemnity shall survive the termination or expiration of this Agreement.

12.2. To the maximum extent permitted by applicable law, YWO Licensed Entity shall not be liable to the Partner or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, reputational harm, loss of anticipated savings, or loss of data, whether arising in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with participation in the Program or the use of any systems, portals, materials, or services associated with the YWO brand, even if advised of the possibility of such damages.

12.3. To the maximum extent permitted by applicable law, the total aggregate liability of the YWO licensed entity arising under or in connection with these Terms shall not exceed the total amount of commissions actually paid to the Partner during the six (6) months preceding the event giving rise to the relevant claim.

13. REGULATORY DISCLAIMER

The Partner acknowledges and agrees that:

(a) the Partner acts solely as an introducing broker, referral partner, or marketing intermediary and is not authorized to provide regulated investment services, investment advice, portfolio management services, legal advice, tax advice, financial advice, or any other regulated activities;

(b) the Partner is not authorized to receive instructions from clients, execute transactions, provide discretionary services, or act on behalf of any YWO Licensed Entity;

(c) the Partner is not authorized to receive, hold, process, manage, transfer, safeguard, or otherwise control client funds or assets;

(d) the Partner is not authorized to represent itself as an employee, agent, representative, branch, or authorized signatory of YWO or any YWO Licensed Entity unless expressly authorized in writing;

(e) the Partner shall not determine client eligibility, onboarding decisions, risk classification, compliance outcomes, or account approvals;

(f) the Partner shall not determine which affiliated or licensed entity operating under the YWO Brand shall provide services to any client;

(g) all onboarding, compliance reviews, KYC assessments, account approvals, service allocations, and operational decisions remain under the sole discretion of the relevant YWO Licensed Entity.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This Agreement shall be governed by and construed in accordance with the laws applicable to the relevant YWO Licensed Entity through which the relevant client relationship, services, or commercial arrangement is maintained.

14.2. For the avoidance of doubt:

(a) where the relevant client relationship is maintained through YWO (MU) Ltd, this Agreement shall be governed by the laws of Mauritius and subject to the exclusive jurisdiction of the competent courts of Mauritius;

(b) where the relevant client relationship is maintained through YWO (CM) Ltd, this Agreement shall be governed by the laws applicable to the Union of Comoros and subject to the exclusive jurisdiction of the competent courts having jurisdiction over YWO (CM) Ltd;

(c) where services are provided through any other licensed or affiliated entity operating under the YWO Brand, the governing law and jurisdiction applicable to such entity shall apply.

14.3. Prior to commencing formal proceedings, the Parties shall use reasonable efforts to resolve any dispute arising out of or in connection with this Agreement through good faith negotiations for a period of thirty (30) calendar days.

14.4. If such dispute is not resolved amicably, either Party may initiate proceedings before the competent courts having jurisdiction in accordance with Clause 14.2.

15. OFFICIAL LANGUAGE

The official language of this Agreement and all related communications shall be English. All documents, notices, disclosures, and correspondence between the parties must be provided in English. In the event of any translation of this Agreement or related materials, the English version shall prevail in case of discrepancies or inconsistencies.

16. AMENDMENTS

YWO reserves the right to update these Terms at any time. Partners will be notified of material changes, and continued participation in the Program constitutes acceptance of the updated Terms.

17. FINAL PROVISIONS

• This Agreement does not create an agency, employment, or legal partnership.
• All materials and intellectual property remain the property of the YWO Brand
• Confidentiality and data protection obligations apply.
• The provisions relating to confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, accrued payment obligations, and any provisions intended by their nature to survive termination shall survive termination or expiration of this Agreement.
• No waiver by YWO or the relevant YWO Licensed Entity of any breach or default under this Agreement shall constitute a waiver of any subsequent breach or default.

SCHEDULE A – JURISDICTION MATRIX

YWO reserves the right to amend, modify, restrict, reallocate, or update the above jurisdiction allocation matrix at any time in accordance with applicable laws, licensing requirements, regulatory obligations, operational considerations, and internal policies.