1. DESCRIPTION OF PINNACLE QUANT, AND THE “PARTNER PROGRAM”
1.1. PINNACLE QUANT – Pinnacle Quant, LLC is a software development company. Pinnacle Quant, LLC is registered with the CFTC, and is a member of the NFA (NFA# 0516752).
1.2. “PARTNER PROGRAM” – The term “partners” refers to independent affiliates that promote our software. Our “partner program” is open to partners (independent affiliates) who wish to promote our software. There is no exclusivity offered in this program. Anyone can apply, but not everyone will be accepted. At Pinnacle Quant’s sole discretion, we can approve or reject applications. We are looking for partners that engage with their social media audiences and do so in a respectful manner. Moreover, to get accepted into the program, you must not be offering any competing software on your site and/or social media channel(s).
2. NO APPROVAL OR ENDORSEMENT; AUTHORIZATION TO INVESTIGATE. By accepting and including you into our “partner program,” neither Pinnacle Quant, nor any of its affiliates, endorse, approve or recommend your marketing efforts, make any representations or warranties as to the quality or performance of you, or the appropriateness of your promotional materials or other statements that you make to your customers or prospects. Although Pinnacle Quant accepts no obligation to do so, Pinnacle Quant may, in its sole and absolute discretion, review and investigate your background and history, including without limitation, business, credit, criminal, regulatory history, as well as your website and any other promotional materials that may come to Pinnacle Quant’s attention, to satisfy Pinnacle Quant that your participation and inclusion in our “partner program” does not compromise the integrity and purpose of Pinnacle Quant. You hereby knowingly acknowledge, authorize and consent to the performance by us of all such reviews and investigations of your background and history, and your website and promotional materials (if they become available to us), including the use of third‐party search and investigatory services for such purpose. Pinnacle Quant assumes no affirmative obligation to find, discover or investigate all or any of your promotional materials or content.
3. PARTNER (INDEPENDENT AFFILIATE) COVENANTS.
3.1. Partner agrees to always portray Pinnacle Quant in a positive manner when making statements in public such as but not limited to trading rooms, trading forums, social media and magazines (“Public Forums”), and to refrain from making any statements disparaging Pinnacle Quant and any affiliated entities in Public Forums.
3.2. In the event Partner has questions, concerns, constructive criticism, feedback or complaints related to Pinnacle Quant, or affiliated entities, Partner agrees to communicate all such issues directly to Pinnacle Quant, and agrees to make no public statements of such issues.
3.3. Partner agrees to inform Pinnacle Quant immediately if Partner becomes aware of any regulatory, criminal or other investigation related to Partner.
3.4. Partner agrees that during the term of this Agreement and for one (1) year following termination of this Agreement, Partner will not directly or indirectly, solicit or attempt to solicit, divert or hire away any person employed by Pinnacle Quant or any of its affiliates.
3.5. Partner must not send unsolicited emails and must fully comply with CAN-SPAM.
3.6. Partner must not publish or link to PinnacleQuant.com from adult, gambling, or offensive websites.
3.7. Partner must not bid on our firm name or on terms such as the names of our products such as Price Action Harvester™ or Price Action Harvester™ Automated.
3.8. Violation of these terms may result in forfeiture of commissions earned and termination of the Partner’s relationship with Pinnacle Quant.
4. INTELLECTUAL PROPERTY:
4.1. NON‐INFRINGEMENT. Partner represents and warrants that all Partner activity do not infringe on any patents, copyrights, trade secrets, proprietary rights, trademarks, licenses or other rights of any third‐party, and that such Partner has all legal rights and authority to use, market, and post Partner content.
4.2 CONFIDENTIALITY: Except as specifically provided in this Agreement, the Partner agrees not to disclose any information to any third party that is deemed confidential.
5.1. Partner shall indemnify, defend and hold harmless Pinnacle Quant, its affiliates (partners), and their respective agents and employees, from and against, any and all claims, demands, damages, judgments, settlements, awards, losses, fines, penalties, costs and expenses, of any kind or nature, including, but not limited to, attorney fees, expert and consultant fees and costs incurred at and before any trial, arbitration, mediation, investigation, inquiry or other formal or informal proceeding of any nature, whether or not any such proceeding is brought or pursued, and including all fines, interest and/or penalties imposed by any governmental, quasi‐governmental, regulatory or self‐regulatory agency or body, that arise from, are caused by, or relate to:
5.1.1. Any breach by you of this Agreement
5.1.2. Any act or omission by you or anyone acting on your behalf or on your instruction that is a violation of, contrary to, or inconsistent with, the guidelines or intent of this Agreement
5.1.3. Your obligations, agreements, representations, warranties and/or undertakings pursuant to this Agreement
5.1.4. Any violation by you or any of your employees, agents or affiliates of any law, rule, regulation, notice or statement of any governmental, quasi‐ governmental, regulatory or self‐regulatory agency or body, or any communication, transaction or dealings or sales or use taxes.
5.1.5. Any error or misrepresentation made in any advertisement for any Product;
5.1.6. Partner’s business or activities generally.
5.1.7. Any claim that Partner and/or Partner Products are inaccurate, non‐functioning, not proficient, misleading, not suited for their intended purposes or lack appropriate knowledge or competence.
5.1.8. Any infringement, or any claim of infringement, of any patent, copyright, trade secret, proprietary right, trademark, license, or other right with respect to any Partner activity.
5.2. All indemnification provisions of this Section shall survive any termination of this Agreement.
6. IN NO EVENT SHALL PINNACLE QUANT OR ANY OF ITS AFFILIATES (PARTNERS) BE LIABLE TO PARTNER OR ANY OTHER PERSON CLAIMING BY OR THROUGH PARTNER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), EVEN IF PINNACLE QUANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
7. PARTNER PROGRAM DETAILS
7.1. Cookies will last 90 days.
7.2. The last referral click before purchase gets the credit.
7.3. Partner will be provided with their partner link, which is tracked by cookies and the partner’s username. The partner link will look like this: https://pinnaclequant.com/ai/PartnerUsername
7.4. Partner can login to the backend and see all their activity.
7.5. Payouts our made via PayPal, as such Partner must provide us with an email address that they use for PayPal.
7.6. Payouts are made on 45 days from the referral. This is done to discourage self-dealing and mitigate potential fraud.
7.7. Commissions are 40% of the final sale price. The final sale may be negotiated by potential customer and Pinnacle Quant. For example, the listed price might be $790, but to incentivize the potential customer to purchase, Pinnacle Quant may offer the potential customer $100 off the listed price. At that point, the final price will be $690 ($790-$100), and the commission will be 40% of $690.
7.8. Clawbacks – if we are charged back (due to a customer refund) at any time up to 12 months from the date of sale, we charge you back for that Commission.
8. NON‐WAIVER OF BREACH. The failure of either Party to pursue relief for any breach of any provision of this Agreement or to require strict compliance with any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the other Party.
9. DISPUTE RESOLUTION. The parties agree the sole and exclusive venue and jurisdiction for resolution of any dispute arising out of or relating to the performance or subject matter of this Agreement is the District Court for the Central District of California in and for the City and County of Los Angeles, California. To the extent permitted by law, the parties agree to waive any and all right to trial by jury in any action or proceeding arising out of or relating to this Agreement. The parties represent that this waiver is knowingly, willingly and voluntarily given. In any action arising out of or relating to this Agreement, the prevailing party in any such action shall be entitled to recover all reasonable attorneys’ fees, court costs, and other related expenses incurred in connection therewith.
10. GOVERNING LAW. The validity, construction, and interpretation of the terms and conditions herein and all rights and duties of Pinnacle Quant and Partner (Affiliate) shall be governed by the substantive laws of the State of California without regard to conflict of laws rules. The Parties agree the exclusive venue and jurisdiction for any dispute arising out of or related to this Agreement shall be the City and County of Los Angeles, California, and voluntarily agree to waive all objections to personal jurisdiction or venue for such action.
11. NOTICES. Any notice, demand or other communication required or permitted to be given under this Agreement must be in writing and shall be deemed delivered to a Party (a) when delivered by hand or courier, (b) when sent by confirmed facsimile with a copy sent by another means specified in this Section, or (c) seven (7) days after the date of mailing if mailed by pre‐paid certified or registered mall, return receipt requested, postage prepaid, in each case to the address and addressee of such Party set forth below (or at such other address and/or addressee as the Party may from time‐to‐time specify by notice delivered in the foregoing manner):
If to Pinnacle Quant:
Pinnacle Quant, LLC.
10880 Wilshire Blvd., Suite 1101
Los Angeles, CA 90024
If to PARTNER: To Partner’s e‐mail address and/or physical address on file with Pinnacle Quant.
12. FORCE MAJEURE. If either Party is prevented from performing any portion of this Agreement by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, or acts of God, such defaulting Party shall be excused from performance for a period equal to the time that such cause has lasted.
13. NON‐ASSIGNMENT. Partner (affiliate) may not assign this Agreement without the prior written consent of Pinnacle Quant.
14. WAIVER AND AMENDMENT. The waiver or failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. Any changes, additions, or waivers to the terms and conditions of this Agreement must be agreed upon by both Parties in writing and will be attached as a written document signed by the Parties.
15. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which is deemed an original but all of which taken together constitute one and the same instrument.
16. SECTIONS AND HEADINGS. The headings contained herein are for the convenience of reference only and are not intended to define, limit, expand or describe the scope or intent of any clause or provision of this Agreement.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes all prior negotiations and understandings between the parties, both oral and written, regarding such subject matter.
18. SEVERABILITY. In the event any portion of this Agreement is held to be unenforceable, the remaining portions of this Agreement shall be interpreted to give maximum effect to the intent of the Parties. The undersigned hereby agrees and accepts the foregoing terms and conditions and hereby repudiates any terms or conditions inconsistent with the foregoing.