THIS SIGNAL PROVIDER SERVICES AGREEMENT (this "Agreement") is made and entered by
and between Zulu Trade, LTD. (ZuluTrade) and you ("Signal Provider or Trader") executing this
WHEREAS, ZuluTrade maintains and operates a web-based and mobile electronic trading platform
(the “Zulutrade Platform);
WHEREAS, The Zulutrade Platform provides functionality that allows participating traders to browse
or follow information related to the trading activity of persons who trade retail off-exchange foreign
currency spot contracts and CFDs (collectively Forex) and then trade automatically or manually
based upon such information, or manually alone;
WHEREAS, the Trader is in the business of developing and providing Forex trading signals and
WHEREAS, certain customers of ZuluTrade, its subsidiaries and affiliates (collectively, ZuluTrade
Group”) may wish to utilize the trading signals generated by systems developed by the Trader;
WHEREAS, the Trader desires to receive compensation for providing ZuluTrade Group customers with
access to trading signals generated by systems developed by the Trader;
WHEREAS, the parties desire to memorialize their agreement regarding the compensation to be
received by the Trader as the result of ZuluTrade Group customers having access to trading signals
generated by systems developed by the Trader;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter recited, the receipt and
sufficiency of which are hereby acknowledged, and other good and valuable consideration, the parties
agree as follows:
1. Incorporation of Recitals
Each of the foregoing recitals is incorporated by reference herein and made a part hereof.
2. Access to Trading Signals
The Trader has developed certain trading systems ("System") designed to generate trading
signals to be used in trading Forex products. The Trader shall provide ZuluTrade access to its
trading signals for the purpose of ZuluTrade Group customer accounts to trade pursuant to such
signals. The trading signals shall be provided to ZuluTrade in the manner acceptable to
3. Identification Confirmation
Within five (5) business days of the Effective Date of this Agreement, the Trader shall provide
ZuluTrade with sufficient evidence of the Trader's identity as proof, as required by ZuluTrade's
Compliance Department and as necessary for account completion. For the purpose of confirming the
Trader's identity, the Trader shall produce a copy of the Trader's valid passport, driver's license,
government identification card or any other government-issued document evidencing nationality or
residence and bearing a photograph or other safeguard. In the event the Trader is a corporate entity,
the Trader shall provide its formation documents and information sufficient for ZuluTrade to
determine the corporate or business entity's identity, and the authority of its business representative
to act on its behalf, as well as the business representative's identity.
4. Compensation
i. In consideration for providing ZuluTrade with access to the trading signals generated
by the System, ZuluTrade agrees to pay the Trader the compensation fees as posted on
ZuluTrades website and described on ZuluTrades Trader Program Guide here The remuneration paid to the Trader will
constitute full payment for access to the trading signals generated by the System, and
the Trader will not receive any additional benefits or compensation under this
Agreement. Trader hereby agrees that ZuluTrade shall have the sole discretion to
amend, replace, vary, and cancel the compensation fees due and payable to the Signal
provider by providing a notice. The payment of compensation fees will be processed
by ZuluTrade or other affiliate entity.
ii. Trader's compensation is calculated on a monthly calendar basis. Payment requests can
include accrued revenues for only the previous month(s), up to the end of the calendar
month prior to the request.
iii. ZuluTrade values the safety of its followers' capital as an utmost priority. For this
reason, Traders who at ZuluTrades sole discretion apply abusive trading behavior,
introducing high risks to their followers, will be examined carefully and if deemed
malicious, they will be refused compensation and may be banned from the ZuluTrade
services. Traders hereby acknowledge and agree that they are required to comply with
trading compliance rules as described and amended from time to time in the Trader
Program Guide found here in order to be
eligible for compensation.
iv. The compensation fees set forth in this section 4 shall not be payable to Traders if a)
ZuluTrade determines at its sole discretion that such payment would violate any laws
or rules to which ZuluTrade Group or the Trader is subject; b) ZuluTrade at its sole
discretion deems it necessary to withhold the compensation fees for reasons arising
from, but not limited to, customer complaints, any government body investigation or
complaint, or any legal issue; or c) ZuluTrade has reason to believe that the Trader's
activity is in breach of this Agreement.
v. For the avoidance of doubt, ZuluTrade will not compensate any Trader that resides in
Japan, unless such Trader is registered with the FSA as an Investment Advisory and
Agency Business Operator. For the purposes of this Agreement, Japan Resident shall
mean any natural person resident of Japan; any company, partnership or other legal
entity created or organized under the laws of any jurisdiction of Japan.
vi. It is agreed that the Trader may not receive any payment from ZuluTrade in the event
that the Trader has not completed the verification requirements of ZuluTrade,
including the provision of the identification information and/or documents required by
ZuluTrade, as amended and/or updated from time to time. It is further agreed that no
payment hereunder shall be made to any entity other than the Trader and/or to any
account and/or payment method not registered in the name of the Trader and/or to any
account and/or payment method the details of which are not identical to those provided
to ZuluTrade by the Trader.
vii. As an independent contractor, the Trader is responsible for all taxes that are payable
as a result of the compensation paid to the Affiliate from ZuluTrade.
5. The Trader's Exempt Status
The Trader represents and warrants that it does not direct or guide any customer accounts or
provide trading advice based on, or tailored to, the commodity or Forex interests or cash market
positions or other circumstances or characteristics of any customer. The Trader further
represents that it has obtained all required domestic and foreign governmental and regulatory
licenses or registrations as may be necessary to carry out its obligations and duties under this
Agreement, or is exempt from such registration or licensure.
6. Method of Performing Services
In performing the services set forth herein, the Trader shall comply fully at all times with all
applicable laws, rules and regulations governing the trading of Forex and any other
governmental and self-regulatory authorities or organizations having jurisdiction over it.
7. Warranties
The Trader understands that ZuluTrade respects proprietary rights and does not desire to acquire
from the Trader any trade secrets or confidential information. The Trader represents and
warrants to ZuluTrade that: (a) it is not under any pre-existing obligation inconsistent with the
terms of this Agreement; and (b) the services to be performed under this Agreement will be the
Trader's original work, free and clear of any claims or encumbrances of any kind, and will not
infringe any patent, copyright, trademark or other proprietary right or infringe upon a trade secret
of any person or entity.
8. Promotional Material
The Trader undertakes to ensure that all promotional material is of a type and character, and is
disseminated in a manner, that will not cause disrepute or harm to ZuluTrade and comply with
all applicable laws and regulations, including without limitation relating to anti-spam laws and
regulations. Immediately upon notice from ZuluTrade that, in ZuluTrades opinion, any
promotional material (content or method of use) does not comply with this standard, the Trader
will cease use of such materials or manner of use. The Trader agrees that it will not use or
disseminate any promotional material referencing ZuluTrade without obtaining ZuluTrade's
written permission.
9. Disabling of Account
viii. A Trader account is considered inactive if there is no trading activity for a certain
period of time. All Provider accounts that have been inactive for more than 3 months
will be permanently suspended. Especially for Provider accounts linked with MT4
terminals, the permitted inactivity period is limited to 1 month.
ix. ZuluTrade may at its sole discretion disable Trader's account at anytime for any of the
following reasons: abuse of the system wherein the Trader sends large amounts of
trades, suspicious activity regarding false personal identification or other reasons not
described in this Agreement.
10. Termination
i. Either party may terminate this Agreement at any time without cause at any time by
prior written notice to the non-terminating party of such termination.
ii. In the event either party defaults in the performance of its obligations under this
Agreement, the non-defaulting party may terminate this Agreement effective
immediately upon the giving written notice of the default to the other party.
iii. Termination of this Agreement, however caused, shall not release either party from
any liability or responsibility to the other with respect to all terms, covenants and
conditions contained herein, all of which shall survive the termination of this
Agreement. In addition, the termination of this Agreement shall not affect any of the
rights or obligations of either party arising prior to or at the time of termination of this
Agreement, or which may arise by any event causing the termination of this
11. Indemnification
The Trader shall indemnify, hold harmless and defend ZuluTrade, its principals, shareholders,
officers, directors, employees, representatives, agents or affiliates from and against any and all
losses, claims, damages and liabilities to which any person indemnified herein may become
subject under any state, provincial or national law, any rule or regulation promulgated under
any of such acts or laws, including those of any financial self-regulatory agency or organization,
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of, or are based upon:
i. a material breach by the Trader of this Agreement; or
ii. a violation by the Trader of any applicable law, rule or regulation, except to the extent
damages claimed result from the actions of ZuluTrade, or any of its respective
principals, officers, directors, employees, representatives, agents or affiliates if such
actions constitute: (A) a violation by such person or entity of any applicable law, rule
or regulation; or (B) gross negligence, bad faith, or willful misconduct.
The Trader shall reimburse any and all persons indemnified herein for any legal or other
expenses (including attorney's fees) reasonably incurred by any of them in connection with
investigating or defending any action or claim covered by this indemnity.
12. Independent Contractor
For purposes of this Agreement, the Trader is an independent contractor, and not an employee
or agent of ZuluTrade, nor shall anything herein be construed as making the Trader a partner
or co-venturer with ZuluTrade or any of its affiliates or other clients. Except as provided in this
Agreement, the Trader shall have no authority to bind, obligate or represent ZuluTrade.
13. Miscellaneous
i. This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns, Zulutrade may assign or
novate any of its rights, benefits or obligations under this Agreement . Trader
may not assign, novate, transfer. encumber, license all or any part of this Agreement
or any rights, benefits, or obligations under this Agreement without the prior
written consent of Zulutrade, which consent will not be unreasonably
ii. The Agreement shall be governed by and construed in accordance with the laws of
Cyprus. For purpose of any action or proceeding involving any matter arising out of
or relating to this Agreement, the Parties hereto agree to submit to the exclusive
jurisdiction of the courts of Cyprus.
iii. All captions used in this Agreement are for convenience only, are not a part hereof,
and are not to be used in construing or interpreting any aspect hereof.
iv. This Agreement may be executed in counterparts, each such counterpart to be deemed
an original, but which all together shall constitute one and the same instrument.
v. This Agreement constitutes the entire agreement between the parties hereto with
respect to the matters referred to herein, and no other agreement, verbal or otherwise,
shall be binding among the parties unless it is in writing and signed by the party against
whom enforcement is sought.
vi. ZuluTrade shall have the right, at any time and under its sole and absolute discretion,
to change and/or amend the terms and conditions of this Agreement. The Trader agrees
that any new format of this Agreement which shall be posted on ZuluTrades Website
shall be considered as sufficient provision of notice for the changes and/or amendments
made in such new format and shall become effective as of the date of posting it as
vii. No waiver of any provision of this Agreement may be implied from any course of
dealing between or among any of the parties hereto or from any failure by any party
hereto to assert its rights under this Agreement on any occasion or series of occasions.
viii. The provisions of this Agreement shall survive the termination of this Agreement with
respect to any matter arising while this Agreement was in effect.
ix. Any invalid or unenforceable provision of this Agreement shall not affect any other
provision hereunder and the remainder of the Agreement shall be valid and enforceable
to the fullest extent permitted by law. If any provision of this Agreement is held to be
overbroad, invalid or unenforceable by a court of competent jurisdiction, the parties
agree that the court may modify or amend such provision to allow for enforcement to
the maximum extent permitted under the law.
Trader hereby explicitly agrees that in the event of a promotional campaign organized by Zulutrade
with the participation of selective Traders, Zulutrade shall have the right, unilaterally and at its
sole discretion, to cancel temporarily for as long as the aforesaid promotional period lasts, the
compensation fees due and payable to the Trader in accordance with sub-clause 4. (i) of the
Agreement, by giving 15 days prior written notice to the Trader with reference therein, to the
promotional campaign specifications.