1. Introduction

These Affiliate Terms and Conditions (“Agreement”) govern the relationship between AXIS

PRIME LLC, a company incorporated under the laws of Saint Lucia (the “Company”), and the

Affiliate.

The Affiliate acts solely as an independent marketing introducer and has no authority to

bind the Company.

2. Definitions

“Company” means AXIS PRIME LLC, incorporated in Saint Lucia.

“Affiliate” means an independent individual or legal entity introducing prospective clients.

“Client” means a person or entity entering into a Client Agreement with the Company.

“Referral” means a Client tracked through an approved referral mechanism.

“Referral Link” means the unique tracking link assigned by the Company.

“Restricted Jurisdiction” means any jurisdiction determined by the Company at its sole

discretion.

“Sanctions Lists” means UN, EU, OFAC, UK, or other applicable international sanctions lists.

“Abusive Trading” means any trading pattern determined by the Company to be

manipulative, fraudulent, or abusive.

3. Independent Contractor Status

The Affiliate is an independent contractor and not an employee, partner, or agent of the

Company.

The Affiliate may not accept funds, provide investment advice, bind the Company, or

represent itself as acting on behalf of the Company.

4. Affiliate Obligations

The Affiliate shall comply with all applicable marketing, advertising, AML, sanctions, and

financial promotion laws.

The Affiliate shall not guarantee profits, misrepresent risks, or target Restricted

Jurisdictions.

The Affiliate shall not use misleading or unlawful advertising practices.

The Affiliate must immediately cease use of Company branding upon written request.

5. Regulatory & AML Safeguards

The Affiliate warrants ongoing compliance with AML, CFT, sanctions, and anti-corruption

laws.

The Company may conduct due diligence, suspend payments, reverse compensation, or

terminate this Agreement if regulatory risk arises.

The Company may claw back compensation linked to fraud, sanctions exposure,

chargebacks, or abusive trading.

6. Compensation

The Affiliate may be eligible for compensation in connection with Referrals introduced to

the Company.

Compensation terms, calculation methods, eligibility criteria, and payment timing shall be

determined solely by the Company at its discretion and may be amended, suspended, or

withdrawn at any time.

No vested right to ongoing or future compensation exists.

7. Non-Circumvention

The Affiliate shall not divert Referrals to competing entities using Company materials or

Confidential Information.

This clause survives termination for twenty-four (24) months.

8. Indemnification

The Affiliate shall indemnify and hold harmless the Company from any claims, regulatory

fines, legal fees, or liabilities arising from breach of this Agreement or unlawful marketing

activities.

9. Data Protection

The Affiliate shall process personal data lawfully and implement appropriate safeguards.

Any data breach must be reported to the Company within twenty-four (24) hours.

10. Confidentiality

Confidential Information shall not be disclosed except as necessary for performance under

this Agreement.

Confidentiality obligations survive termination for three (3) years.

11. Term and Termination

This Agreement remains in force until terminated by either Party.

The Company may terminate immediately for regulatory exposure, fraud, AML concerns, or

reputational risk.

Upon termination, the Affiliate must cease all promotional activity and use of Company

materials.

12. Limitation of Liability

The Company shall not be liable for indirect or consequential damages.

Maximum liability shall not exceed compensation paid during the three (3) months

preceding the claim.

13. Force Majeure

Neither Party shall be liable for failure to perform due to events beyond reasonable control.

14. Digital Acceptance (Website Publishing Clause)

By registering for or participating in the AXIS PRIME LLC Affiliate Program, clicking “I

Agree,” or otherwise electronically accepting these Terms, the Affiliate acknowledges and

agrees that such electronic acceptance constitutes a legally binding agreement.

The Affiliate further agrees that electronic records and digital confirmations shall have the

same legal effect as a handwritten signature.

15. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Saint Lucia.Any dispute shall be subject to the exclusive jurisdiction of the courts of Saint Lucia.