These Affiliate Terms and Conditions (the “Terms” or the “Agreement”) govern your participation in the PropXP Ltd affiliate program (the “Affiliate Program”). By enrolling as an Affiliate and using your Affiliate Links, you confirm that you have read, understood, and agreed to be bound by these Terms.

1. INTRODUCTION

1.1 These Terms set out the rights and obligations between PropXP Ltd (the “Company”, “PropXP”, “we”, “us”, “our”), a limited liability company incorporated under the Companies Act, Cap. 13.01 of the Revised Laws of Saint Lucia with registration number 2025-00696, having its registered office at Ground Floor, Rodney Court Building, Rodney Bay, Gros Islet, Saint Lucia, and the participant in the Affiliate Program (the “Affiliate”, “you”, “your”).

1.2The sole purpose of this Agreement is to allow you to refer new, genuine customers to PropXP who purchase our Products directly from us in return for a commission, as described in these Terms. You are not our agent, representative, broker, or intermediary, and you are not authorised to provide services or make commitments on our behalf.

2. DEFINITIONS

Unless the context requires otherwise, the following terms have the meanings set out below:

2.1 “Account” – the user account you receive once you have registered as a customer on the Website.

2.2 “Affiliate” – the person or entity who joins the Affiliate Program.

2.3 “Affiliate Link(s)” – the unique tracking URL(s) assigned to you by the Company.

2.4 “Affiliate Program” – the commission-based referral program operated by PropXP.

2.5 “Affiliate Enrolment" - the process within the PropXP dashboard where you activate your Affiliate profile and accept these Terms.

2.6 “Affiliate Website" - the process within the PropXP dashboard where you activate your Affiliate profile and accept these Terms.

2.7 “Company Website" - the website www.propxp.com and any other domain, mirror site, or landing page which PropXP designates from time to time.

2.8 “Commission" - the compensation payable to you for valid, qualifying sales generated by your Affiliate Links, calculated according to the Commission Structure in clause 7.

2.9 “Commission Structure" - the tiered commission model that defines how and at what rates Commission is calculated.

2.10 “Confidential Information" - any non-public information of the Company in any form, including but not limited to commercial data, technical information, customers’ details, prices, business plans, product information, systems, know-how, and any other information designated as confidential or which should reasonably be treated as confidential.

2.11 “Intellectual Property Rights" - all trademarks, service marks, logos, trade names, domain names, copyrights, design rights, database rights and any similar rights belonging to the Company, whether registered or unregistered.

2.12 “Customer” or “Referral" - a new, real person or entity who registers through your Affiliate Link, purchases at least one Product directly from PropXP, and is accepted by the Company.

2.13 “Dashboard" - the user portal you access after registration, where you may view trading activity, affiliate performance and commission data.

2.14 “Personal Data" - any information relating to an identified or identifiable natural person.

2.15 “Products" - PropXP’s proprietary trading challenges and related simulated trading tools and services offered through the Website.

2.16 “Restricted Jurisdictions" - any country or territory which PropXP designates as restricted or prohibited for regulatory, sanctions or risk reasons and publishes on the Website or otherwise notifies you.

2.17 “Super Affiliate" - an Affiliate who manages or introduces other sub-affiliates under a separate written agreement with PropXP.

2.18 “User" - any individual or entity registered with PropXP to purchase Products and access the Dashboard.

2.19 “Written Notice" - communication delivered by email or other written electronic means accepted by the Company.

3. BECOMING AN AFFILIATE

3.1 Eligibility

3.1.1 You must be at least eighteen (18) years old, or the age of legal majority in your jurisdiction, whichever is higher.

3.1.2 You must have full legal capacity to enter into binding contracts. By joining the Program, you confirm that you are legally able to do so.

3.1.3 The Affiliate Program is open globally, except were prohibited by law, regulation or local licensing requirements. You are solely responsible for ensuring that your participation is lawful in your jurisdiction and for obtaining any licenses, registrations or approvals that may be required.

3.1.4 You must remain compliant with all applicable laws, regulations, advertising standards and licensing requirements for the entire duration of your participation.

3.1.5 Only Users with an active PropXP account may enroll in the Affiliate Program.

3.1.6 Enrollment is completed by accepting these Terms in your Dashboard. The Company may, however, refuse, suspend or terminate your participation at any time, at its sole discretion.

3.2 Affiliate Enrolment & Login

3.2.1 Enrollment is completed by accepting these Terms in your Dashboard. The Company may, however, refuse, suspend or terminate your participation at any time, at its sole discretion.

3.2.2 Once activated, you will be provided with your Affiliate Link(s) and other relevant tools in the Dashboard.

3.2.3 You are responsible for ensuring that all information provided during your initial user onboarding and Affiliate Enrollment is accurate and kept up to date.

3.2.4You must keep your login credentials confidential and secure. Sharing your login details with any third party is strictly prohibited.

3.2.5 You are fully responsible for all activities carried out under your account, whether authorized by you or not. If you suspect any unauthorized access or security breach, you must notify us immediately.

4. NATURE & SCOPE OF THE AFFILIATE PROGRAM

4.1 The Affiliate Program allows the Affiliate to promote the Company’s products solely for the purpose of referring potential customers using approved Affiliate Links.

4.2 The Affiliate’s role is strictly limited to referral activities. The Affiliate is not authorized to:

• negotiate or conclude contracts on behalf of the Company;
• provide trading advice, customer support, or compliance guidance;
• collect or process payments;
• makes representations, guarantees, or warranties regarding Company products.

4.3 The Affiliate shall not present themselves in any manner that implies authority, endorsement, or representation beyond referral activities.

4.4 Participation in the Affiliate Program is non-exclusive, and the Company may operate parallel affiliate or marketing programs without restriction.

5. AFFILIATE OBLIGATIONS AND STANDARDS OF CONDUCT

5.1 The Affiliate shall act honestly, professionally, and in good faith at all times.

5.2 The Affiliate must ensure that all promotional materials are accurate and not misleading; dot not promise guaranteed profits or risk-free trading and clearly identify the Affiliate as a third-party referrer.

5.3 The Affiliate must comply with consumer protection laws; advertising standards; data protection laws of Saint Lucia; anti-spam and marketing consent regulations.

5.4 The Affiliate bears sole responsibility for all costs, expenses, risks and liabilities incurred in connection with the participation in the Affiliate Program.

5.5 The Affiliate may also refer an individual, acting in the course of business or a legal person to perform the same type of services as the Affiliate (hereinafter referred to as “Super Affiliates”). However, in order to become a Super Affiliate, a separate Agreement needs to be entered into. In these cases, the Company will verify and validate these referred Affiliate Accounts before they are fully active on the Website.

6. AFFILIATE LINKS, TRACKING AND ATTRIBUTION

6.1 The Company shall issue a unique Affiliate Link to the Affiliate for referral tracking.

6.2 Only Customers who register via a valid Affiliate Link and complete a qualifying purchase shall be considered as valid referrals.

6.3

• alter, obscure, or manipulate Affiliate Links;
• use cookie stuffing, forced redirects, or deceptive tracking methods;
• interfere with the Company’s tracking systems.

6.4 The Company’s internal tracking records shall be final, binding, and conclusive for commission calculation purposes.

7. COMMISSION STRUCTURE AND REMUNERATION

7.1 The Affiliate is entitled to commission based on gross revenue generated from valid Customer purchases made through the Affiliate Link.

7.2 Commission eligibility is subject to:

• successful payment completion;
• absence of refunds, chargebacks, or reversals;
• compliance with these Terms.

7.3 Commission Tiers

7.4 First Sale Commission applies to the initial purchase made by a referred Customer.

7.5 Subsequent Sales Commission applies to all additional purchases made by the same Customer.

7.6 Minimum payout threshold is USD 50

7.7 The Company reserves the right to modify commission rates, tiers, or eligibility criteria prospectively any time and without any prior written notice.

8. PAYMENTS, ADJUSTMENTS, AND TAXES

8.1 Commission payouts are processed at the end of the week following internal verification.

8.2 The Affiliate is solely responsible for maintaining accurate payout information in the Dashboard. If an error is made in the calculation of the Commission, the Company has the right to correct such calculation at any time and will immediately pay out underpayments or reclaim overpayments made to the Affiliate.

8.3 Any commission dispute must be submitted in writing within fourteen (14) calendar days of payout notification. You may do so by sending an email to support@propxp.com. You should clearly state reasons of the disagreement providing clear and sufficient supporting evidence. Failure to notify the Company within this time limit shall be considered as an irrevocable acknowledgment of the balance paid and/or the balance due for the relevant period.

8.4 All commissions are exclusive of taxes. The Affiliate bears full responsibility for all tax liabilities.

8.5 The Company may offset, withhold, or reclaim commissions resulting from invalid, fraudulent, or reversed transactions.

8.6 The Company reserves the right to establish and modify a minimum payout threshold required for the disbursement of affiliate commissions. This threshold may be amended at the Company’s sole discretion from time to time and is published on the Company’s Website and periodically. Affiliates will be notified of any changes to the minimum payout threshold in advance via email.

9. MARKETING PRACTICES AND COMMUNICATIONS

9.1 Before sending any marketing emails or mass messages that reference the Company, our Products or our Intellectual Property, you must obtain our prior consent.

9.2 You are responsible for ensuring you have obtained valid consent from your contacts to receive such marketing communications, in line with applicable law.

9.3 All marketing communications to your audience shall be sent by you, not by the Company.

9.4 Any materials we provide (banners, images, texts, etc.) may only be used in accordance with our instructions and may not be altered without our permission.

9.5 All advertising content used to promote the Company must be clear, fair, not misleading, and must follow any guidelines we issue.

9.6 You are prohibited from bidding on, or purchasing, search engine keywords that are identical or confusingly similar to our trademarks, brand names or domains. Any such activity will be considered a serious breach and may result in termination and loss of unpaid Commission.

10 INTELLECTUAL PROPERTY AND BRAND USAGE

10.1 You may not register or use domain names, profiles or identifiers that are identical or confusingly similar to Company’s names, logos, or trademarks.

10.2 You may not use, copy, reproduce, distribute or display any Company content (including texts, videos, webinars, graphics, brand assets and educational materials) without our prior written consent.

10.3 Any permitted use of our Intellectual Property must follow our branding and usage guidelines. Unauthorized use may lead to immediate termination and potential legal action.

11 APPROVED DESIGNS

11.1 You may only use advertising designs (banners, images, logos, landing pages) that we provide or approve in writing.

11.2 You may not alter approved designs without our prior written permission.

11.3 It is your responsibility to obtain our approval in good time before launching any campaign and to keep evidence of such approval.

12. RESTRICTED COUNTRIES AND TARGETING

12.1 You agree that you shall not promote the Company in jurisdictions where proprietary trading is considered as unlawful or restricted. You acknowledge that by doing so you will be breaching the Terms and it will lead to the immediate closure of the Account by the Company and it is at the Company’s sole discretion to pay any of the outstanding commissions.

12.2 You understand that you cannot participate in the Affiliate Program if:

• you are of nationality or residing in Restricted Jurisdictions;
• you are established or incorporated, or have a registered office in Restricted Jurisdictions;
• you are subject to the relevant international sanctions.

12.3 In the event that you do fall under any of these categories, the Company reserves the right to immediately terminate the provision of the Affiliate Program to you.

13. ADDITIONAL AFFILIATE OBLIGATIONS

13.1 You bear all costs incurred in connection with your Affiliate activities.

13.2 You must promptly provide any information or documentation we reasonably request to monitor your compliance with these Terms.

13.3 You must adhere to any Affiliate guidelines or policies we issue from time to time.

14. AFFILIATE RIGHTS

14.1 During the term of this Agreement, the Company grants you a non-exclusive, non-transferable, revocable right to refer Customers to the Website using your Affiliate Links.

14.2 If we find that you received Commission through fraud, misrepresentation, violation of these Terms, or invalid transactions, we may require you to repay such Commission and you will lose any claim to it.

14.3 We grant you a limited license to use our logos, brand names and other materials solely for affiliate promotion in accordance with our instructions. You may not assign, sub-license, or otherwise transfer these rights.

15. COMPANY’S OBLIGATIONS

15.1 We will endeavor to provide you with the necessary tracking tools, Affiliate Links and general marketing materials to support your promotion.

15.2 We will register Customers introduced through your Affiliate Link at our discretion and may refuse Customers or close their accounts where necessary or appropriate.

15.3 We may collect and process certain Personal Data from you (such as name, contact details, company name, website and other relevant information) for the purposes of managing the Affiliate relationship.

15.4 Your Personal Data will be processed in accordance with our Privacy Policy as published on the Website.

15.5 For the avoidance of doubt, the Company will not provide you with direct access to Personal Data of Customers.

16. COMPANY RIGHTS AND REMEDIES

16.1 If we reasonably suspect that you are in breach of these Terms or engaging in unlawful or unethical conduct, we may, at our discretion:

• suspend your Affiliate Account while we investigate;
• withhold Commission relating to the suspected activity;
• apply limits or restrictions to your Account;
• terminate your Affiliate status; and/or
• closely associated user accounts.

16.2 We may suspend or terminate your Affiliate Account, among others, if:

• you become insolvent or subject to similar proceedings;
• you breach confidentiality or data protection duties;
• you materially breach your obligations or code of conduct;
• you provide your account access to third parties;
• you misrepresent the Company to Customers;
• you are underage; or
• you are involved in criminal, fraudulent, or money-laundering activity.

16.3 Our rights and remedies are cumulative and may be exercised concurrently.

17. RELATIONSHIP OF THE PARTIES

17.1 The Parties are independent contractors. Nothing in these Terms shall be construed as creating employment, partnership, joint venture, or agency between you and the Company.

18. CONFIDENTIAL INFORMATION

18.1 You may receive Confidential Information about the Company in connection with this Agreement.

18.2 You must keep all Confidential Information strictly confidential and not disclose it to any third party without our prior written consent, unless required by law.

18.3 You may use Confidential Information only for the purposes of fulfilling your obligations under these Terms. Your confidentiality obligations survive termination indefinitely.

18.4 You must not issue any public statement, press release, or announcement relating to your participation in the Affiliate Program without our prior written approval.

18.5 Any non-public information whose disclosure could reasonably harm the Company’s interests is considered Confidential Information and/or trade secret.

19. TERMS AND RIGHT OF TERMINATION

19.1 This Agreement becomes effective on the day of electronic acceptance and continues for an indefinite term unless terminated by either Party.

19.2 Either Party may terminate this Agreement at any time, with or without cause, effective immediately

19.3 Upon termination:

• you must immediately stop using Affiliate Links and remove all Company’s branding and materials from your channels;
• any licence granted to you under these Terms automatically expires;
• we may settle any outstanding Commission that we consider properly due, subject to any right to withhold amounts in case of breach.

19.4 If we terminate due to fraud, malpractice or serious breach, we may void unpaid Commission and seek compensation for losses caused. The list is non exhaustive.

20. IDNEMNITY AND LIMITATION OF LIABILITY

20.1 You agree to indemnify and hold the Company, its directors, employees, officers and agents harmless from any claims, losses, damages, costs or expenses (including legal fees) arising out of:

• your breach of these Terms;
• your negligent or intentional acts or omissions;
• your non-compliance with applicable laws;
• any misuse of our Intellectual Property or marketing materials.

20.2 To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special or consequential damages, loss of profit, loss of revenue, loss of data or business interruption arising out of or in connection with these Terms or the Affiliate Program.

20.3 You are responsible for complying with legal, regulatory and tax obligations in your jurisdiction and will hold the Company harmless for any failure to do so.

21. WARRANTIES

21.1 Except as expressly stated in these Terms, the Affiliate Program and related services are provided “as is” and “as available”. We do not guarantee uninterrupted, error-free operation or that defects will be corrected within a specific time.

22. FORCE MAJEURE

22.1 Neither Party shall be liable for failure or delay in performing its obligations due to a Force Majeure Event, including but not limited to natural disasters, war, terrorism, strikes, system failures, regulatory changes, or other events beyond reasonable control.

22.2 If a Force Majeure Event occurs, the affected Party may take any reasonable actions it deems necessary, including suspension of obligations, without liability.

23. FINAL PROVISIONS

23.1 This Agreement shall be governed by and construed in accordance with the laws of Saint Lucia. Courts in Saint Lucia shall have jurisdiction for the enforcement of any rights and interim measures, without prejudice to any dispute resolution mechanism agreed between the Parties.

23.2 The Parties will first attempt to resolve any dispute amicably through good-faith discussions. If no resolution is reached within a reasonable period, either Party may pursue available legal remedies.

23.3 These Terms supersede any prior affiliate terms issued by the Company.

23.4 You may not assign or transfer this Agreement or any of your rights or obligations without our prior written consent. We may assign or transfer this Agreement at our discretion.

23.5 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23.6 We may amend these Terms at any time. Updated versions will be published on the Website and become effective upon posting or as otherwise stated.

23.7 Any failure or delay by the Company to exercise a right under these Terms shall not constitute a waiver of that right.