ICCandle
iCCandle Introducing Broker Agreement This Introducing Broker Agreement (“Agreement”) is entered into by and between: Company: Pixel Nexus Global Pte. Ltd., a company incorporated under the laws of the Republic of Singapore, operating under the brand iCCandle AI (“iCCandle”), (hereinafter referred to as the “Company”) and Introducing Broker: 
 (hereinafter referred to as the “IB”) 1. APPOINTMENT & STATUS 1.1 The Company appoints the IB on a non-exclusive basis to promote the Company's platform and refer prospective users who may subscribe to the Company's subscription plans. 1.2 The IB acts as an independent contractor and is not an agent, employee, representative, partner, joint venturer, or fiduciary of the Company. 1.3 The IB has no authority to bind the Company, enter into agreements on behalf of the Company, make commitments on behalf of the Company, or otherwise assume any obligation or liability on behalf of the Company. 1.4 The IB shall not represent or imply that it is an employee, authorised representative, legal agent, or other official representative of the Company. 2. NATURE OF THE COMPANY'S SERVICES 2.1 The Company operates a subscription-based platform that provides educational content, market information, analytical tools, historical market analysis, and market insights to subscribers. 2.2 The platform is provided solely for educational and informational purposes. 2.3 The Company does not: • Execute or arrange trades for users; • Receive or transmit orders; • Hold or manage client funds; • Provide brokerage or dealing services; • Provide portfolio management services; • Provide personalised investment advice or recommendations; • Provide discretionary investment management; or • Act as a liquidity provider or intermediary between users and liquidity providers. 2.4 The platform's content, analysis, insights, tools, and outputs do not constitute financial advice, investment advice, trading advice, portfolio management, an offer to buy or sell any financial instrument, or a recommendation to enter into any particular transaction. 2.5 Users are solely responsible for their own investment and trading decisions. The Company does not guarantee or represent that any information, analysis, insight, historical pattern, market observation, or other content available through the platform will result in any particular outcome. 3. IB RESPONSIBILITIES The IB shall: • Promote the Company and its platform in a fair, clear, accurate, and non-misleading manner; • Ensure that all marketing and promotional activities comply with applicable laws and regulations; • Clearly communicate the educational and informational nature of the Company's platform; • Not represent the Company's platform as providing financial advice, investment advice, portfolio management, brokerage, trade execution, or guaranteed investment results; • Not make any representations, warranties, guarantees, or commitments on behalf of the Company that have not been expressly authorised by the Company; • Not guarantee profits, returns, trading results, or any other financial outcome; • Not provide investment advice, financial advice, portfolio management, or any other regulated financial service in connection with the promotion of the Company's platform unless duly authorised and licensed to do so; • Be responsible for the marketing channels and promotional activities used by the IB; • Ensure that any sub-affiliates or sub-IBs engaged by the IB comply with this Agreement and applicable laws and regulations; and • Not interfere with or attempt to influence the Company's decisions regarding subscription access, platform functionality, pricing, user accounts, or the provision of the Company's services. 4. USER RELATIONSHIP, PLATFORM ACCESS & COMMISSION 4.1 Users introduced or referred by the IB may subscribe to and use the Company's platform in accordance with the Company's applicable Terms of Service, Privacy Policy, Cookie Policy, and any other applicable policies, terms, or conditions published or provided by the Company from time to time. 4.2 The IB shall receive a commission from the Company in respect of eligible subscriptions generated through the IB's referral activities, in accordance with the commission structure and payment terms agreed between the Parties. 4.3 The IB's commission entitlement does not create any ownership interest, contractual control, or other proprietary right in respect of any user, subscription, account, or platform access. 4.4 All users remain subject to the Company's subscription, account, compliance, and platform access procedures. 4.5 The Company retains sole discretion over: • The availability and pricing of subscription plans and services; • The acceptance, rejection, suspension, restriction, or termination of a user's access to the platform; • The content, functionality, operation, and availability of the platform; • The modification, suspension, or discontinuation of any platform feature or service; • The enforcement of its Terms of Service, Privacy Policy, Cookie Policy, and other applicable policies; and • Any other matter relating to the provision of the Company's platform and services. 4.6 The Company may suspend, modify, or terminate an IB's referral linkage or commission eligibility where the IB or any sub-affiliate engages in conduct that may constitute abuse, fraud, misleading marketing, breach of this Agreement, or a legal, regulatory, or reputational risk to the Company. 5. COMMISSION STRUCTURE 5.1 Net Revenue For the purposes of calculating commissions, “Net Revenue” means subscription fees actually received by the Company from eligible users referred by the IB, less: • Payment processing fees; • Refunds and chargebacks; • Discounts and promotional deductions; and • Applicable taxes, where applicable. Only amounts actually received and retained by the Company shall be eligible for commission calculation. 5.2 IB Commission Structure The IB shall be eligible to receive a commission on the Net Revenue generated from eligible subscriptions purchased by users referred by the IB. The applicable commission percentage shall be determined by the Company in accordance with its internal commission policies, commercial arrangements, performance criteria, and any other factors the Company may consider relevant from time to time. The Company may, at its sole discretion, establish, amend, or revise the commission structure, including different commission rates, eligibility requirements, performance thresholds, promotional incentives, or other criteria, upon reasonable notice to the IB. Unless otherwise agreed in writing, the applicable commission percentage shall be communicated to the IB separately and shall form part of this Agreement. 5.3 Commission Conditions • Only successfully paid and valid subscriptions are eligible for commission; • Commissions apply on a recurring basis for as long as the referred user maintains an eligible paid subscription; • The applicable commission tier may be reviewed and adjusted monthly based on performance; • The Company may determine the method of calculating active subscribers and eligible Net Revenue; and • The Company may exclude free, trial, promotional, discounted, refunded, fraudulent, or otherwise ineligible subscriptions from commission calculations. 5.4 Subscription Plans & Eligibility Commissions may apply to eligible subscription plans offered by the Company. The Company reserves the right to: • Exclude free, trial, promotional, or specially discounted plans; • Apply different commission rates to different subscription plans; • Change the commission structure for future subscriptions upon reasonable notice; and • Establish specific eligibility requirements for commission payments. 6. COMMISSION ADJUSTMENTS AND CLAWBACK The Company reserves the right to withhold, adjust, reverse, or recover commissions in cases involving: • Refunds; • Chargebacks; • Cancelled subscriptions; • Fraudulent or fictitious subscriptions; • Self-referrals; • Duplicate or artificially generated accounts; • Misleading or unauthorised marketing; • Abuse of promotional campaigns; • Breach of this Agreement; or • Any other conduct intended to improperly generate commission. The Company may also adjust commissions where abnormal or abusive referral patterns are identified. 7. PAYMENT TERMS • Settlement frequency: Monthly; • Payment methods: Cryptocurrency, bank transfer, or other payment methods approved by the Company; • Minimum withdrawal amount: USD 50. Commission payments may be subject to applicable verification, compliance, tax, payment-processing, and administrative requirements. The Company may delay payment where additional verification is reasonably required. 8. PROHIBITED REFERRAL AND MARKETING PRACTICES The IB shall not engage in or facilitate: • False, misleading, deceptive, or exaggerated marketing; • Guaranteed profit or guaranteed return claims; • Claims that the Company's platform can predict or guarantee future market movements; • Misrepresentation of the Company's services or business model; • Self-referrals or artificial account creation for the purpose of generating commissions; • Fraudulent or fictitious subscriptions; • Unauthorised use of the Company's brand, trademarks, content, or intellectual property; • Spam or unsolicited communications in violation of applicable laws; • Misleading paid advertising; • Brand bidding or search advertising that violates the Company's instructions; • Use of unauthorised promotional materials; or • Any other activity intended to manipulate, improperly increase, or fraudulently generate referral commissions. The IB shall not present the Company's educational and informational platform as a substitute for professional financial advice or as a service that guarantees any financial result. 9. COMPLIANCE The IB shall comply with all applicable laws and regulations relevant to its activities under this Agreement. The IB shall: • Conduct its promotional activities in a lawful and responsible manner; • Comply with applicable advertising, consumer protection, data protection, and marketing laws; • Not target persons or jurisdictions where the promotion of the Company's services is prohibited or restricted; • Cooperate with reasonable compliance and verification requests from the Company; and • Promptly notify the Company of any complaint, investigation, regulatory inquiry, or legal issue relating to the IB's promotion of the Company's platform. The Company may restrict referrals from certain jurisdictions or categories of users based on legal, regulatory, compliance, operational, or commercial considerations. 10. MARKETING & BRAND USAGE The IB shall obtain the Company's prior approval before: • Using the Company's trademarks, logos, or other brand assets in a manner not previously authorised; • Creating marketing materials that materially represent the Company's services; • Running paid advertising campaigns using the Company's brand or trademarks; or • Making any public statement on behalf of the Company. The following are strictly prohibited: • Guaranteeing profits, returns, or investment outcomes; • Misrepresenting the risks associated with trading or financial markets; • Representing that the Company provides financial or investment advice; • Representing that the Company's platform executes trades; • Representing that the Company manages user funds or portfolios; • Acting or presenting oneself as the Company; • Making unauthorised legal, regulatory, financial, or performance claims; and • Using misleading testimonials, performance claims, or historical results. 11. CONFIDENTIALITY The IB shall keep confidential all non-public information relating to the Company, including: • Commission structures; • Commercial terms; • User information; • Business operations; • Technical information; • Product information; • Marketing strategies; and • Other confidential business information. The IB shall not disclose or use such information except as necessary to perform its obligations under this Agreement or with the Company's prior written consent. This obligation shall survive the termination or expiry of this Agreement. 12. DATA PROTECTION The Parties shall comply with applicable data protection and privacy laws, including the Singapore Personal Data Protection Act 2012, where applicable. The IB shall: • Process personal data only for legitimate and authorised purposes; • Protect personal data against unauthorised access, disclosure, loss, or misuse; • Not sell, transfer, or misuse user data; • Not collect or retain unnecessary personal information; • Not share personal data with third parties without an appropriate legal basis or consent where required; and • Comply with the Company's applicable privacy and data protection requirements. The IB shall promptly notify the Company of any actual or suspected data breach involving personal data obtained in connection with its activities under this Agreement. 13. TERM & TERMINATION This Agreement shall remain in effect unless terminated in accordance with this Section. 13.1 Termination on Notice Either Party may terminate this Agreement by providing 14 days' written notice to the other Party. 13.2 Immediate Termination The Company may terminate this Agreement immediately where the IB: • Engages in fraud or fraudulent activity; • Breaches applicable laws or regulations; • Engages in misleading, deceptive, or unauthorised marketing; • Breaches this Agreement; • Causes or creates material legal, regulatory, compliance, or reputational risk; • Misuses the Company's brand, intellectual property, or confidential information; or • Engages in conduct that may materially harm the Company or its users. 13.3 Effect of Termination Upon termination: • The IB shall immediately cease representing itself as an affiliate, IB, or partner of the Company; • The IB shall cease using the Company's brand assets and promotional materials; • The IB shall remove or discontinue unauthorised promotional content; • Referral commissions shall be calculated in accordance with the applicable commission terms; and • The Company may withhold or adjust commissions relating to subscriptions subject to refunds, chargebacks, fraud, or other valid adjustments. 14. LIMITATION OF LIABILITY To the maximum extent permitted by applicable law, the Company shall not be liable for: • Losses arising from the IB's business activities; • Loss of anticipated commissions or business opportunities; • Indirect, incidental, special, or consequential damages; • Loss of reputation or goodwill; or • Losses arising from the IB's unauthorised representations, marketing activities, or conduct. The Company does not guarantee uninterrupted availability of the platform or any particular financial, commercial, educational, or other result from the use of the platform. 15. INDEMNITY The IB shall indemnify and hold harmless the Company, its officers, directors, employees, and representatives against claims, losses, liabilities, penalties, damages, costs, and expenses arising from or relating to: • The IB's marketing or promotional activities; • Any unauthorised representation or commitment made by the IB; • Misleading, deceptive, or unlawful marketing; • Breach of this Agreement; • Violation of applicable laws or regulations; • Misuse of user data; • Claims arising from the IB's conduct or the conduct of its sub-IBs or sub-affiliates; or • Any other act or omission of the IB in connection with its activities under this Agreement. 16. GOVERNING LAW & JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Singapore. 17. FINAL PROVISIONS 17.1 The Company may update or amend the terms of this Agreement, including the commission structure, by providing reasonable notice to the IB. 17.2 Any amendment to the commission structure shall generally apply prospectively unless otherwise agreed or required to correct an error, fraud, abuse, or other improper commission payment. 17.3 The IB's continued participation in the referral programme following notice of an amendment shall constitute acceptance of the updated terms. 17.4 This Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior agreements, understandings, and communications relating to the same subject matter. 17.5 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 17.6 No waiver of any provision of this Agreement shall be effective unless made in writing. 17.7 The IB may not assign or transfer its rights or obligations under this Agreement without the Company's prior written consent. 17.8 This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.