TopTier Trader Affiliate Terms and Conditions

1. GENERAL PROVISIONS

These TopTier Trader Affiliate Program Terms and Conditions (hereinafter referred to as the “Agreement” or “T&C”) shall govern and define the terms of engagement, legal obligations, mutual rights, and responsibilities arising between an individual or legal entity participating in the Affiliate Program (hereinafter referred to as “you,” “your,” or the “Affiliate”) and TopTier Trader, a proprietary trading evaluation firm duly established and operating under applicable laws (hereinafter referred to as “TopTier Trader,” “we,” “us,” or the “Provider”).

By applying to or participating in the Affiliate Program, you acknowledge that you have read, understood, and expressly agreed to be legally bound by this Agreement in its entirety. You further acknowledge that you shall comply with all requirements, procedures, and conditions set forth herein as a prerequisite to participation in the Affiliate Program.

The Affiliate Program is a structured marketing initiative offered and managed exclusively by TopTier Trader. It is designed to enable approved Affiliates to promote the Company’s proprietary evaluation services and products through authorized digital and promotional channels, including but not limited to referral links and discount coupon codes. In consideration for such promotional efforts and subject to compliance with the terms of this Agreement, Affiliates may be entitled to receive commissions, as further described herein, solely for qualifying transactions made by referred customers.

For avoidance of doubt, participation in the Affiliate Program does not constitute an employment relationship, partnership, agency agreement, or joint venture between the Affiliate and TopTier Trader. All participants act as independent contractors, and no rights or obligations beyond those explicitly defined in this Agreement shall be implied.

The overarching and principal objective of the Affiliate Program is to facilitate the acquisition of genuine, organic, and high-intent customers for TopTier Trader. Such customers must engage with and complete the purchase of a TopTier Trader evaluation challenge through legitimate referral mechanisms as defined in this Agreement. In exchange for their contribution to customer acquisition, Affiliates may be rewarded with a commission provided that all relevant eligibility requirements—most notably, proper tracking, first-time purchase verification, and the Affiliate’s completion of the onboarding and identity verification process—are met in accordance with the terms set forth herein.

TopTier Trader reserves the right, in its sole and absolute discretion, to assess the appropriateness, authenticity, and quality of the traffic and referrals generated by any Affiliate, and to approve or deny commission eligibility accordingly.

2. DEFINITIONS AND INTERPRETATION OF TERMS

For the purposes of these Terms and Conditions, the following capitalized terms shall have the meanings ascribed to them below. These definitions shall apply throughout this Agreement, unless explicitly stated otherwise or where the context clearly requires a different interpretation.

"Affiliate" refers to any natural person or legal entity that has applied for, been reviewed by, and subsequently approved by TopTier Trader to participate in the Affiliate Program. Approval is granted solely at the discretion of TopTier Trader and is contingent upon the successful completion of the required onboarding procedures, including but not limited to identity verification, KYC/AML screening, and acceptance of these Terms and Conditions. The Affiliate is thereby authorized to promote the Products and services offered by TopTier Trader in accordance with the guidelines set forth herein and to receive rewards for Qualified Referrals as described in this Agreement.

The "Affiliate Program" refers to the formal partnership framework established by TopTier Trader, through which approved Affiliates may promote the Company’s Products using designated marketing tools provided by TopTier Trader (including Affiliate Links and/or Affiliate Coupons). The purpose of this program is to incentivize the referral of new Customers in exchange for commissions, referred to herein as "Rewards," subject to the fulfillment of eligibility criteria outlined within this Agreement.

"Product" shall mean any and all of TopTier Trader’s proprietary evaluation services, commonly referred to as “Challenges,” which are offered to prospective Customers as part of the Company’s simulated proprietary trading framework. Products are available in various tiers, account sizes, and pricing structures as determined by TopTier Trader and may be modified, updated, or discontinued at the Company’s sole discretion.

"Agreement" shall mean the legally binding contract formed between the Affiliate and TopTier Trader upon the Affiliate’s acceptance of these Terms and Conditions. This Agreement governs the entirety of the commercial relationship between the parties, including participation in the Affiliate Program, use of promotional materials, eligibility for Rewards, and compliance requirements.

"Customer" refers to any natural person who completes a first-time purchase of a TopTier Trader Product through an Affiliate’s designated referral mechanism—namely an Affiliate Link or an Affiliate Coupon—and who has not previously registered with or purchased from TopTier Trader. For the avoidance of doubt, only first-time purchasers are eligible to qualify as Customers for the purposes of Reward attribution under this Agreement, unless otherwise expressly authorized in writing by TopTier Trader.

"Affiliate Link" denotes a unique, trackable hyperlink issued by TopTier Trader to a specific Affiliate, which enables the Company to identify traffic and resulting transactions that are attributable to that Affiliate. The Affiliate Link redirects potential Customers to the TopTier Trader website and is essential for establishing the referral connection via browser cookies or coupon redemption. Any unauthorized modification or misuse of the Affiliate Link constitutes a material breach of this Agreement.

"Affiliate Coupon" refers to a unique alphanumeric code provided to an Affiliate, which grants eligible Customers a predetermined discount on their first purchase of a TopTier Trader Product. The Affiliate Coupon is also used as a method of referral attribution and must not be shared, altered, or distributed in a manner inconsistent with the promotional guidelines set forth by TopTier Trader.

"Cookie" refers to a small text file or data object transmitted to and stored on a Visitor’s web browser upon redirection through an Affiliate Link. This file contains a unique identifier that enables TopTier Trader to associate the Visitor’s purchase behavior with a specific Affiliate. The default lifespan of the Cookie is fourteen (14) calendar days, beginning at the time the Visitor first clicks the Affiliate Link. TopTier Trader shall not be held liable for any loss of referral attribution due to the Visitor’s refusal to accept or maintain the Cookie, use of incognito browsers, or subsequent clearing of browser data.

"Reward" refers to the commission payment earned by the Affiliate as compensation for generating a Qualified Referral, which is defined as a Customer who completes a valid, non-refunded, first-time purchase through the Affiliate’s referral mechanism. Unless explicitly authorized by TopTier Trader in writing, Rewards are granted only for first-time purchases and shall not be applicable to recurring transactions, subsequent purchases, or subscription renewals.

3. ONBOARDING AND SIGNUP PROCESS

3.1.1. In order to be formally admitted into and remain eligible to participate in the TopTier Trader Affiliate Program, all prospective and active Affiliates must complete and maintain compliance with a multi-step Know Your Customer (KYC) and Anti-Money Laundering (AML) screening process, which is a prerequisite for both program participation and commission eligibility.

3.1.2. The completion of this onboarding process is a condition precedent to the accrual and disbursement of any commission payments. Affiliates who do not fully satisfy the onboarding requirements shall not be eligible to receive any payments, regardless of referrals made or revenue generated.

3.1.3. The onboarding and KYC/AML verification process must be completed via the official portal provided by TopTier Trader, currently located at [website.com], or any successor site as designated by TopTier Trader in the future.

3.2.1. Upon successfully generating a referral—defined as a new Customer who has completed a valid first-time purchase of a TopTier Trader evaluation product and has not requested a refund within the applicable refund eligibility window—the referring Affiliate shall be prompted via electronic communication to initiate the mandatory KYC/AML verification.

3.2.2. The KYC/AML process includes, but is not limited to, the submission and successful validation of the following documentation and identity confirmations:

• A valid and unexpired government-issued photo identification document, such as a driver’s license, passport, national identity card, or residence permit
• A proof of residential address dated within the past 90 (ninety) calendar days, which may include utility bills, bank statements, or telecommunication bills that clearly display the Affiliate’s full name and residential address.
• A real-time facial verification, wherein the Affiliate must submit a clear selfie photo, allowing TopTier Trader to confirm that the image corresponds with the photo on the submitted identification document.

3.2.3. The review of KYC documentation will be conducted by TopTier Trader or an authorized third-party verification provider. TopTier Trader reserves the right to request additional documentation or clarification where discrepancies or concerns arise. Failure to submit satisfactory documentation within a reasonable time frame, as determined at the sole discretion of TopTier Trader, may result in denial of eligibility and removal from the Affiliate Program.

3.3.1. All Affiliates must complete the full onboarding process, including KYC/AML screening, within a maximum period of 60 (sixty) calendar days from the date of the associated referral. This deadline applies regardless of whether updates, corrections, or modifications are made to the Affiliate’s application or submitted documentation during the period.

3.3.2. Affiliates who do not complete onboarding within the 60-day timeframe shall be rendered ineligible to receive commission payouts for any referred Customers whose purchase dates fall beyond this period. Any such unpaid commissions shall be deemed irrevocably forfeited and shall not be eligible for future reconsideration or payment.

3.3.3. Furthermore, to maintain continuous eligibility for participation in the Affiliate Program and to receive any ongoing or future commission payouts, all Affiliates must maintain an active, verified status. This includes completing a mandatory re-verification process on an annual basis, measured from the date of their most recent approval. Affiliates who fail to complete this annual re-verification will be considered non-compliant and subject to removal from the Program and forfeiture of unpaid commissions.

3.3.4. If an Affiliate remains in a non-compliant status for a period exceeding 6 (six) consecutive months, any and all commissions accrued during that time period shall be considered void and non-payable, and may be permanently removed from the Affiliate’s account balance without further notice.

4. AFFILIATE PROGRAM – CUSTOMER ACQUISITION

Affiliates shall be eligible to receive commission compensation strictly and exclusively for valid, qualifying purchases made by newly referred customers through their assigned Affiliate Link or Coupon Code. Such qualifying purchases must be the customer’s first transaction with TopTier Trader. Commissions shall not be issued for any subsequent, repeat, or recurring purchases made by the same customer, regardless of timing or amount, unless the Affiliate has been explicitly designated by TopTier Trader as a Continuing Commission Partner, which shall include only a select group of influencers, content creators, or verified review websites actively and demonstrably promoting TopTier Trader on an ongoing basis. This designation is at the sole discretion of TopTier Trader and may be revoked or amended at any time without prior notice.

TopTier Trader utilizes a Last-Click Attribution Model to determine which Affiliate is credited for a referred purchase. Under this model, the commission shall be attributed to the Affiliate whose referral method (Affiliate Link or Coupon Code) was the most recently accessed by the customer prior to completing a qualifying transaction. In order for attribution to be successfully established, the customer must allow the placement of a digital cookie on their web browser at the time of redirection from the Affiliate Link. Said cookie will remain valid for a period not exceeding fourteen (14) calendar days from the date of placement.

Should the referred customer clear their browser cache, delete cookies, use private/incognito browsing modes, switch devices or browsers, or take any action that interferes with the retention of the cookie or disrupts the continuity of session data, TopTier Trader shall not be held responsible for the failure to track the referral or attribute the commission to the Affiliate. In such instances, no commission shall be payable, and the Affiliate expressly acknowledges and agrees that TopTier Trader bears no liability, financial or otherwise, for untracked or lost referral activity resulting from such customer actions or technological limitations outside of TopTier Trader’s control.

For the avoidance of doubt, no commission shall be payable on purchases made indirectly through third-party referrals, unauthorized coupon aggregators, or any entity acting outside the scope of the Affiliate's assigned tools. All commission attribution must be verifiably tied to the Affiliate through direct means as defined by TopTier Trader’s technical systems.

5. AFFILIATE COMMISSION STRUCTURE

5.1.1. The Affiliate shall be eligible to receive a monetary reward (hereinafter referred to as the “Commission”) for each qualifying sale referred to the Company, subject to full compliance with these Terms and Conditions, including but not limited to the successful completion of onboarding and ongoing KYC/AML verification requirements as set forth in Clause 3 herein.

5.1.2. The Commission shall be calculated solely on the basis of first-time purchases made by Customers directly attributable to the Affiliate through a valid affiliate link or affiliate coupon (as defined in Clause 2). The Commission rate shall vary based on the Affiliate’s performance tier at the time the qualifying sale is recorded.

5.1.3. The Affiliate Commission Structure shall operate under the following tier-based framework:

• 5.1.4. All new Affiliates shall be placed in Tier 1 upon execution of this Agreement and shall be eligible for promotion to a higher tier upon fulfillment of the criteria set forth above. Tier placement is subject to periodic review and may be adjusted at the sole discretion of the Company, particularly in instances of inactivity or declining performance as outlined in Clause 5.6 herein.
• 5.1.5. All Affiliates shall be issued a unique affiliate coupon that entitles referred Customers to a 15% discount on eligible purchases. This standardized discount structure is implemented to maintain consistency across promotional efforts and to prevent unauthorized use of excessive or variable discount incentives.
• 5.1.6. In certain limited circumstances, and at the Company’s exclusive discretion, selected promotional partners—including but not limited to established influencers, strategic review platforms, or long-term brand collaborators—may be granted continued eligibility to receive Commissions on subsequent purchases made by their referred Customers. Such eligibility shall be based on ongoing active engagement, consistent brand promotion, and adherence to TopTier Trader’s marketing standards.

5.2.1. An Affiliate shall become entitled to receive a Commission only upon satisfaction of all of the following cumulative conditions:

• (i) The Customer has completed a valid and successful first-time purchase of the Product, using either the Affiliate’s designated coupon code or referral link;
• (ii) The purchase transaction has been processed and accepted by the Company without issue;
• (iii) The Customer has not requested, initiated, or received a refund for the Product within the applicable refund window (currently eight (8) calendar days);
• (iv) The purchase has been accurately tracked by the Company’s internal systems using cookie-based attribution, pursuant to the “Last-Click Attribution” model described in Clause 5.3;
• (v) The Affiliate has successfully completed the onboarding and KYC/AML verification process prior to the date on which the withdrawal of the Commission is requested.

5.3.1. The Affiliate acknowledges and agrees that Commissions shall not be payable, under any circumstances, in connection with the following scenarios:

• (i) If the referred Customer fails to permit the placement or use of tracking cookies, thereby preventing accurate attribution;
• (ii) If the Customer clicks on a different Affiliate’s referral link or uses another Affiliate’s coupon code more recently prior to purchase, in which case the Commission shall be attributed under the “Last-Click Attribution” model to the most recent referrer;
• (iii) If the Customer’s purchase is refunded, reversed, or otherwise voided for any reason;
• (iv) If the Affiliate has not completed the onboarding and KYC/AML process, or their verification status has lapsed or expired at the time of commission payout request;
• (v) If the purchase occurred more than thirty (30) calendar days after the initial referral cookie was set, in accordance with the cookie expiration policy detailed in Clause 4.

5.3.2. The Company shall bear no responsibility or liability for any loss of commission resulting from failed or invalid cookie tracking, expired verification status, attribution conflicts, or technical failures beyond its reasonable control.

6. COMMISSION WITHDRAWAL, ELIGIBILITY & FORFEITURE CONDITIONS

6.1. Minimum Threshold for Commission Withdrawal

The minimum threshold required to initiate any commission disbursement shall be no less than one hundred U.S. dollars ($100.00) in accumulated, eligible commissions. Commission payments shall be automatically processed by TopTier Trader at the conclusion of each calendar month, without the need for a manual withdrawal request from the Affiliate, provided all eligibility criteria, as outlined herein, are fully satisfied.

6.2. Method of Commission Disbursement

All commission payments shall be made exclusively through digital asset transfer to the Affiliate’s designated cryptocurrency wallet. Currently, the supported disbursement formats are USDT on the TRC20 or ERC20 blockchain protocols. The Affiliate shall be solely responsible for maintaining accurate and up-to-date wallet information in their profile. TopTier Trader shall not be liable for delayed or failed transactions due to incorrect wallet details provided by the Affiliate.

6.3. Prerequisite of Onboarding Completion for Commission Eligibility

Affiliates shall not be deemed eligible to receive any commission payouts, regardless of the amount accrued, unless and until they have successfully completed the full Affiliate Onboarding and KYC/AML Verification Process, as prescribed by TopTier Trader’s internal compliance standards. This process includes, but is not limited to, identity verification through submission of valid documentation, proof of address, biometric facial verification, and execution of any contractual agreements as required.

6.4. Verification Validity, Time Constraints, and Forfeiture Policy

The Affiliate’s KYC/AML status must remain valid, active, and up to date in order to preserve commission eligibility. Affiliates who generate qualifying referrals yet fail to complete the full onboarding process, or whose verification status becomes outdated and remains unresolved, shall be subject to a strict forfeiture clause. Specifically, if the Affiliate fails to complete or renew their verification within six (6) calendar months of a qualifying referral being made, all commissions tied to those referrals shall be deemed ineligible for withdrawal and permanently forfeited. No exceptions shall be granted for expired commissions, regardless of cause or reason for the verification delay.

6.5. Responsibility for Transaction Fees

All transaction fees, gas fees, or network charges incurred during the processing and disbursement of commission payments shall be borne exclusively by the Affiliate. The net amount received may reflect such deductions based on the network or wallet provider selected by the Affiliate.

6.6. Consequences of Incomplete Onboarding or Outdated Wallet Information

In the event an Affiliate fails to (i) complete the onboarding process in full, including all required documentation and verification steps, or (ii) maintain an active and functional cryptocurrency wallet within the specified timeframe, any and all commissions accrued shall be subject to automatic forfeiture after six (6) months from the date the commission was generated.

TopTier Trader shall bear no liability for such forfeiture, and any attempt to reclaim expired commissions shall be invalid and denied without exception.

7. AFFILIATE OBLIGATIONS

7.1. As a condition of participation in the TopTier Trader Affiliate Program, the Affiliate hereby represents and warrants that they will conduct themselves in full compliance with all applicable laws, regulations, and the provisions set forth in this Agreement. The Affiliate further acknowledges and agrees to abide by the following obligations, restrictions, and behavioral standards throughout their involvement in the Program.

7.2.1. The Affiliate shall not, under any circumstances, engage in the dissemination of false, misleading, deceptive, or otherwise inaccurate representations in connection with their promotion of TopTier Trader products and services.

7.2.2. The Affiliate shall refrain from using, reproducing, altering, distributing, or otherwise exploiting TopTier Trader’s intellectual property—including, but not limited to, trademarks, logos, copyrighted materials, slogans, or proprietary language—without the express prior written consent of the Company. Any unauthorized use shall constitute a material breach of this Agreement.

7.2.3. The Affiliate is strictly prohibited from impersonating, misrepresenting, or suggesting a formal, endorsed, or contractual partnership with TopTier Trader, unless such representation is expressly authorized in writing by the Company. This includes, but is not limited to, communications, landing pages, paid advertisements, email outreach, or branded communities implying official affiliation.

7.2.4. Under no circumstances shall the Affiliate engage in “cookie stuffing,” deceptive redirection techniques, or any form of fraudulent traffic manipulation designed to trigger affiliate tracking artificially. This includes, but is not limited to, the use of pop-ups, iframes, or automated scripts to simulate engagement with an Affiliate Link or to store a cookie without the Visitor’s clear and informed action.

7.2.5. The practice of self-referral is expressly forbidden. The Affiliate shall not earn commissions on purchases made by themselves or by any individual acting under their instruction or with shared intent to manipulate the Program. Violations of this clause will result in immediate disqualification of all related transactions and may result in account suspension or termination.

7.3.1. Affiliates are required to transparently disclose the platforms and channels through which they intend to promote TopTier Trader products and services upon request. This includes, but is not limited to, websites, blogs, social media pages, messaging groups, paid ad platforms, and public or private communities.

7.3.2. The Company reserves the unilateral right to prohibit or restrict the display of Affiliate Links and/or Coupon Codes on any promotional platform that, in the Company’s sole discretion, may pose a reputational, legal, or ethical risk. TopTier Trader retains the authority to disallow specific domains, groups, or advertising methods at any time, with or without providing justification.

7.3.3. The Affiliate must ensure that any content or promotional platform through which TopTier Trader is represented maintains a professional and credible standard. Content that appears suspicious, unethical, or inconsistent with the values of the Company may be deemed in violation of these Terms.

7.4.1. The Company retains the right to suspend or permanently terminate an Affiliate’s participation in the Program at its sole and absolute discretion if the Affiliate is found to have violated any provision outlined in this Section or elsewhere in this Agreement.

7.4.2. In such cases of breach or misconduct—including, but not limited to, unauthorized brand usage, false representation, unethical marketing, or manipulation of the tracking system—TopTier Trader may, at its discretion, revoke all unpaid commissions accrued by the Affiliate, whether or not those commissions originated from the violating actions.

7.4.3. The Company shall not be obligated to provide prior notice, compensation, or justification prior to such termination. Upon termination, the Affiliate shall immediately cease all promotional activities, remove all associated materials, and take all necessary steps to comply with deactivation instructions issued by TopTier Trader.

8. GRANT OF LICENSE

Subject to the Affiliate’s full compliance with all obligations outlined in this Agreement, TopTier Trader hereby grants the Affiliate a limited, non-exclusive, non-transferable, and revocable license to (i) access and utilize designated marketing and promotional materials provided or approved by TopTier Trader, including but not limited to banners, logos, trademarks, trade names, and written content (collectively, “Licensed Materials”), and (ii) direct traffic to the TopTier Trader website through Affiliate Links and/or Coupon Codes issued under the Affiliate Program.

The Licensed Materials shall be used exclusively for the purpose of marketing and promoting TopTier Trader’s services and Products in accordance with the terms of this Agreement. All such use shall be undertaken solely in the interest of TopTier Trader, and any goodwill derived from the Affiliate’s use of the Licensed Materials shall inure solely to the benefit of TopTier Trader. No right, title, or interest in or to the Licensed Materials shall be transferred to the Affiliate by virtue of this Agreement, except for the limited rights expressly granted herein.

The Affiliate shall not, under any circumstance, modify, alter, distort, create derivative works from, or otherwise misuse any Licensed Materials. The Affiliate shall not use the Licensed Materials in any manner that may (i) diminish, harm, or damage the reputation, credibility, or integrity of TopTier Trader, (ii) create confusion among Customers or the general public as to the relationship between the Affiliate and TopTier Trader, or (iii) imply any endorsement, partnership, joint venture, or employment relationship that has not been expressly authorized by TopTier Trader in writing.

By participating in the Affiliate Program, the Affiliate hereby grants TopTier Trader a non-exclusive, royalty-free, worldwide, perpetual, and irrevocable license to copy, display, reproduce, publish, and otherwise utilize any content created by the Affiliate that directly or indirectly promotes TopTier Trader—including but not limited to videos, testimonials, written posts, images, and social media content—for TopTier Trader’s own marketing, promotional, and commercial purposes. Such use may occur with or without attribution, and without further compensation or notification to the Affiliate.

TopTier Trader reserves the absolute right to revoke, suspend, or modify the Affiliate’s right to use the Licensed Materials at any time, with or without cause, and without prior notice. Upon such revocation, the Affiliate shall immediately cease all use of the Licensed Materials and promptly remove or delete all promotional content, including Affiliate Links, Coupon Codes, or any reference to TopTier Trader from all platforms, websites, or materials under their control.

9. TERMINATION

• TopTier Trader reserves the right to immediately terminate this Agreement and revoke the Affiliate’s access to the Affiliate Program at its sole discretion, without prior notice, in the event of a material breach of these Terms and Conditions or any conduct that may damage the reputation, operations, or interests of the Company. Material breaches include, but are not limited to: repeated violations of program guidelines, fraudulent or deceptive practices, misuse of promotional tools, non-compliance with the onboarding or verification requirements, or attempts to manipulate tracking systems.
• In such cases, TopTier Trader shall be entitled to withhold any unpaid commissions, including those previously accrued but not yet disbursed, and the Affiliate shall have no further rights or claims under the Affiliate Program.

• An Affiliate may choose to terminate their participation in the Affiliate Program at any time by providing a written notice of intent to withdraw with a minimum of thirty (30) calendar days' advance notice.
• Upon receipt of the notice, the Affiliate’s account will remain active through the end of the thirty-day period. Provided that the Affiliate is in full compliance with these Terms and Conditions and has maintained an up-to-date verification status at the time of withdrawal, all pending eligible commissions accrued prior to the termination date shall be disbursed in accordance with the standard payout procedures.

• Upon termination of the Agreement—whether initiated by TopTier Trader or the Affiliate—the Affiliate must immediately cease all use of TopTier Trader’s marketing materials, logos, banners, links, and any other proprietary content. The Affiliate shall also remove all promotional content related to the Affiliate Program from their platforms, websites, and communication channels.
• The Affiliate shall retain no rights, entitlements, or claims to future commissions or participation in the program following termination unless explicitly agreed upon in writing by TopTier Trader.

10. CONFIDENTIALITY

10.1. The Affiliate acknowledges and agrees that all information provided by TopTier Trader in connection with the Affiliate Program—whether verbal, written, or digital—shall be treated as strictly confidential (“Confidential Information”). This includes, but is not limited to, commission structures, internal strategies, marketing methods, customer acquisition data, technical processes, communication materials, proprietary assets, and any other non-public information disclosed or made accessible by the Company.

10.2. The Affiliate agrees not to disclose, reproduce, transmit, or use any Confidential Information for any purpose other than the fulfillment of obligations under this Agreement, unless authorized in writing by TopTier Trader.

10.3. The obligation to maintain confidentiality shall continue indefinitely and shall survive the termination of this Agreement.

10.4. This confidentiality clause shall not apply to information that:

• (a) is or becomes publicly available through no fault of the Affiliate;
• (b) was rightfully in the Affiliate’s possession prior to disclosure by TopTier Trader;
• (c) is lawfully disclosed to the Affiliate by a third party who did not acquire it under an obligation of confidentiality;
• (d) is required to be disclosed pursuant to applicable law, regulation, or a binding order of a court or governmental authority, provided that the Affiliate gives prompt notice to TopTier Trader prior to such disclosure.

10.5. The Affiliate shall be held liable for any breach of confidentiality, including any loss, damage, or reputational harm caused to TopTier Trader as a result of unauthorized disclosure or misuse of Confidential Information.

11. CHANGES TO TERMS

11.1. TopTier Trader reserves the right, at its sole discretion, to modify, amend, or update these Affiliate Terms & Conditions at any time and without prior notice. Such changes may include, but are not limited to, adjustments to commission structures, onboarding requirements, eligibility criteria, payout processes, and compliance obligations.

11.2. Any updates or modifications to these Terms & Conditions will be made available within the Affiliate Portal. In the case of material changes, Affiliates will also be notified via the email address associated with their account.

11.3. Affiliates shall be deemed to have accepted any changes to these Terms & Conditions by continuing to participate in the Affiliate Program after the changes have been communicated or published. If you do not agree with the amended terms, you may terminate your participation in the Affiliate Program in accordance with Section 8 of this Agreement.

11.4. In the event of any discrepancy between previously issued Terms & Conditions and the current version available in the Affiliate Portal, the most recent version shall prevail.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. All legal matters arising out of or in connection with these Terms and Conditions, including those not expressly stipulated herein, shall be governed by and construed in accordance with the applicable laws of the United States of America.

12.2. Any disputes, claims, or controversies arising from or relating to this Agreement, including its validity, interpretation, performance, or breach, shall be submitted to the competent courts within the United States, in a jurisdiction determined solely by TopTier Trader, unless otherwise required by mandatory provisions of applicable law.

12.3. The Affiliate agrees to first attempt to resolve any complaint or dispute amicably by contacting TopTier Trader’s Affiliate Management Team. Should such resolution not be achieved within a period of thirty (30) calendar days from the date of the initial complaint, either party reserves the right to pursue formal legal remedies.