The following are the terms and conditions of the agreement and understanding between Megafortunes Business Network Ltd. (“MFBNL”), doing business as FOREXPROF.COM, operators of the Forex Investment Program (”FIP”) and the Forex Investor (also referred to as “you”, “your”), collectively referred to as the “parties”.

The consideration for this agreement includes the opportunity for the Forex Investor to earn marketing fees from MFBNL for successfully marketing FOREXPROF.COM’s products and/or services and for MFBNL to earn sales of its products and/or services from the marketing efforts of the Forex Investor, the receipt and sufficiency of which is hereby acknowledged. The parties acknowledge that this agreement is entered into by each of them under seal.

1. Scope of Relationship

(a) Obligations of the Forex Investor

(i) A Forex Investor is an individual, business or entity which enters into this agreement with MFBNL to market FOREXPROF.COM’s products and/or services.

(ii) As a Forex Investor, you are entitled, but not obligated, to market FOREXPROF.COM’s products and/or services to the public. Forex Investors may use all forms of media advertising, marketing and promotions, including Radio, TV, Print, Internet, and Telephone, and other such conventional methods.

(iii) As a Forex Investor, you shall comply with all laws (whether statutory or common), rules, regulations and codes of conduct for the territory in which you carry on business. Any breach of this provision may disentitle the Forex Investor to Marketing Fees and/or to termination of this agreement, at the discretion of MFBNL.

(iv) When marketing MFBNL’s products or services, you shall adhere to the policies and procedures of MFBNL’s Forex Investment Program (“FIP”), as set out in the FIP material and other documentation concerning the FIP, as set out on the FOREXPROF.COM website and as may be amended from time to time. Any amendment shall become effective when posted on the MFBNL website and the Forex Investor agrees to be bound by any amendment, and all transactions shall be governed by any amendment, after such posting. The Forex Investor agrees to monitor the current policies and procedures posted on the MFBNL website on a regular basis.

(v) Forex Investors are responsible for Invoicing MFBNL for services rendered, according to the FIP material. MFBNL may set off any amount owed to MFBNL by the Forex Investor from any amount owed by MFBNL to the Forex Investor.

(vi) Forex Investors are responsible for remitting any and all taxes and other such payments to their respective governments based on the laws and regulations applicable to the Forex Investor. MFBNL is not responsible for any such remittances and Forex Investor hereby indemnifies MFBNL from and against any claim made by any authority in respect of such payments.

(vii) The Forex Investor agrees to pay all disbursements fees, fines and costs related to MFBNL preparing and remitting payment to the Forex Investor. This includes all checks, debit or electron cards, wire transfers and any other payment methods and associated cost, as set forth by MFBNL in the fees schedule.


(b) Obligations of MFBNL

(i) MFBNL will maintain and administer the FIP, provide the Forex Investor with the FIP documentation, including the FIP material, and provide its products and services for sale and marketing by the Forex Investor.

(ii) MFBNL will pay Forex Investors a Marketing Fee for successfully marketing MFBNL products and/or services, as set out in the FIP material. MFBNL will pay the Forex Investor for any bona fide entitlement to a Marketing Fee within 30 days of its receipt of an invoice from the Forex Investor.



2. Forex Investor Restrictions on Marketing

(a) The Forex Investor shall not use FOREXPROF.COM’s website, marketing materials or documentation to market any products or services other than MFBNL’s products or services. A breach of this provision may cause the Forex Investor to be subject to fines and liability, as set out in the FIP material.

(b) The Forex Investor shall not market MFBNL products and/or services to other Forex Investors in the FIP. MFBNL will not owe a Marketing Fee to a Forex Investor in respect of any transaction involving the marketing of MFBNL products and/or services by one Forex Investor to another Forex Investor.

(c) FOREXPROF.COM only sells its products and services from its website; Forex Investors shall not represent that FOREXPROF.COM sells its products or services in any other manner.

(d) Forex Investors are not authorized to bind MFBNL or FOREXPROF.COM. Forex Investors may only market, advertise and promote FOREXPROF.COM and it products and services.

(e) MFBNL does not authorize Forex Investors to engage in “direct sales” of FOREXPROF.COM products and/or services on behalf of MFBNL. Accordingly, Forex Investors are not authorized to sell FOREXPROF.COM products and services directly to the public on behalf of MFBNL. All payments must be made directly to MFBNL's bank accounts or to any other bank accounts explicitly designated by by MFBNL or FOREXPROF.COM.



3. Protection of Password and Secret Answer

(a) A Forex Investor is responsible for the protection of their password that gives them access to their account information. A Forex Investor shall not divulge any password to any other person, nor use any password obtained from or used by any other person. The Forex Investor agrees that MFBNL will treat any person accessing the Forex Investors account using the password or secret answer issued to it as the Forex Investor.

(b) The Forex Investor agrees that, in the event of the loss or misuse of the Forex Investors password, Forex Investor shall notify FOREXPROF.COM immediately and confirm receipt of such notification by FOREXPROF.COM. Following the provision of confirmation of receipt of such notification, FOREXPROF.COM will disable such password within a reasonable time. Notwithstanding this, Forex Investor acknowledges that it is responsible for all transactions of any nature made through or using its account.

MFBNL disclaims all liability for any such transactions. Forex Investor shall indemnify and hold harmless MFBNL for transactions authorized using the Forex Investors password prior to such time as the password is disabled by MFBNL.


4. Protection of Email Address

(a) A Forex Investor is responsible for ensuring that he/she is the exclusive user of the email address registered on file to the Forex Investors account. MFBNL will send sensitive information to Forex Investors via email and will also follow instructions via email.

(b) The Forex Investor agrees that, in the event of the compromise of the Forex Investor’s e-mail address, Forex Investor shall notify MFBNL immediately and confirm receipt of such notification. Following the provision of confirmation of receipt of such notification, MFBNL will disable such e-mail address within a reasonable time. Notwithstanding this, Forex Investor acknowledges that it is responsible for all transactions of any nature made through or using its e-mail address. MFBNL disclaims all liability for any such transactions. Forex Investor shall indemnify and hold harmless MFBNL for transactions authorized using the Forex Investors e-mail address prior to such time as the e-mail address is disabled by MFBNL.


5. Termination

(a) MFBNL reserves the right to terminate this agreement, and any account, password, e-mail address or other such element related thereto, at any time for any reason without cause or prior notice.

(b) Upon termination of this agreement, all terminated accounts of the Forex Investor will be cancelled and the Forex Investor shall immediately cease marketing MFBNL’s products or services.

(c) Upon termination the Forex Investor shall immediately return all materials related to the FIP in its possession, including but not limited to all FIP materials and documentation, without making or retaining any copies thereof.

(d) MFBNL will not be liable to Forex Investor for any invoices received by it after the date of termination.

(e) Any funds owed to MFBNL by the Forex Investor, including purchase balances and fines, shall become immediately payable in full by the Forex Investor.


6. Limitation of Liability and Disclaimer of Warranty

(a) The Forex Investor agrees that, by definition, access to the Internet is associated with risks, including but not limited to, authentication, data security, privacy, the availability of services and the reliability of transmission. The Forex Investor agrees to bear full and exclusive responsibility arising from such risks and consequences of the usage of the Internet. MFBNL does not guarantee that any transaction will be free of such risks. MFBNL shall not be liable for damages resulting from delayed delivery or non-delivery of ANY INFORMATION OVER THE INTERNET.

(b) To the fullest extent permitted by law, MFBNL disclaims all representations and warranties (express, implied and statutory, including but not limited to the warranties of merchantability and fitness for purpose, and non-infringement of proprietary rights) as to its PRODUCTS and services.

(c) Notwithstanding any other provision of this Agreement or rule of law or statutory provision or otherwise, MFBNL shall not be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services.

(d) MFBNL does not exclude any liability for (i) death or personal injury attributable to the negligence of MFBNL, its employees or agents; or (ii) direct physical damage caused to the Forex Investor’s products and/or services and attributable to the negligence of MFBNL its servants or agents.

(e) Events such as acts of god, strikes, government measures, breakdown of transmission equipment, blackouts, or any other disruption that is beyond MFBNL's control, release MFBNL from its contractual obligations and from any liability. MFBNL will make every reasonable effort to remedy such disruptions as soon as possible.


7. General Indemnification

Forex Investor shall indemnify and hold harmless MFBNL, its agents, affiliates, officers, directors, employees and shareholders, from any claim or demand whatsoever relating to or arising out of the Forex Investors involvement in the FIP.


8. Confidentiality.

The Forex Investor acknowledges that during the term of this agreement he/she may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by MFBNL and/or used by MFBNL in connection with the operation of its business including, without limitation, MFBNL’s business and product processes, methods, customer lists, FIP material, policies, procedures, documents and accounts. The Forex Investor agrees that he/she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this agreement with MFBNL.

All files, records, documents, materials, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of MFBNL, whether prepared by the Forex Investor or otherwise coming into his possession, shall remain the exclusive property of MFBNL. The Forex Investor shall not retain any copies of the foregoing without MFBNL’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by MFBNL, the Forex Investor shall immediately deliver to MFBNL all such files, records, documents, specifications, information, and other items in his possession or under his control and destroy or delete any copies thereof in his possession or under his control.


9. Conflicts of Interest and Indemnity.

The Forex Investor represents that he/she is free to enter into this Agreement, and that this agreement does not violate the terms of any agreement between the Forex Investor and any third party. Further, the Forex Investor, in carrying out this agreement shall not utilize inventions, discoveries, developments, innovations, literary or artistic works or any other matters subject to protection at law in which he/she does not have the right to utilize for this agreement. Forex Investor hereby agrees to indemnify and hold harmless MFBNL for any and all claims related in any way to the provision of his services, including but not limited to claims by third parties for infringement of any right provided at law.


10. Independent Contractor.

This Agreement shall not render the Forex Investor an employee, partner, distributor or agent of MFBNL for any purpose. The Forex Investor is and will remain an independent contractor in his relationship to MFBNL. The Diamond Trader shall not act, or attempt to act, or represent himself, directly or by implication, as an agent, employee or representative of MFBNL or in any manner assume or create, or attempt to assume or create, any obligation on behalf of MFBNL. MFBNL shall not be responsible for withholding taxes, employment insurance premiums or Canada Pension Plan premiums with respect to the Forex Investor’s compensation hereunder. The Forex Investor shall have no claim against MFBNL hereunder or otherwise for overtime, vacation pay, statutory holiday pay, termination pay, severance pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, employment insurance benefits, or employee benefits of any kind.


11. Miscellaneous

(a) Choice of Law. The laws of the Federal Republic of Nigeria shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and services of the parties hereto. The parties hereby irrevocably consent to the jurisdiction of the courts in Lagos, Nigeria.

(b) Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

(c) Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

(d) Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

(e) Assignment. The Forex Investor shall not assign or transfer any of his rights under this Agreement, or delegate the performance of any of his services hereunder, without the prior written consent of MFBNL. MFBNL may assign any of its rights under this Agreement without the consent of the Forex Investor.

(f) Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

(g) Entire Agreement. Subject to subsection 11(k) of this agreement, this agreement constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

(h) Privacy. MFBNL reserves the right to share Forex Investors personal information with third parties required for necessary operations of the FIP. These third parties include, but are not limited to, banks, financial institutions and payment processors. All activities on the MFBNL website are monitored and recorded and can be used by MFBNL for any reason related to the business of MFBNL. The Forex Investor acknowledges and hereby states that entering into this agreement shall constitute his/her express consent to MFBNL to collect, maintain, use and disclose his/her personal information.

(i) Disputes. Forex Investors acknowledge that any dispute between two Forex Investors is not the responsibility of MFBNL and shall be handled as between the Forex Investors without the involvement or liability of MFBNL.

(j) Amendment. MFBNL reserves the right to amend this agreement at any time without notice. Any amendment to this agreement becomes binding and effective once such amendment is posted on the MFBNL website.

(k) Other Documents. This agreement includes all MFBNL policies and procedures, including the FIP material, as outlined on the FOREXPROF.COM website or at www.ForexInvestmentProgram.com, and the parties agree to be bound by such policies and procedures as if they were stated herein.

(l) Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, sent to the e-mail address provided or if deposited to Nigerian Postal Service by regular mail. If such notice or demand is served personally or by e-mail, notice shall be deemed constructively made at the time of such service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit to the Nigerian Postal Service addressed to the party to whom such notice, demand or other communication is to be given as provided by the parties.


The Forex Investor agrees that all information on the registration form is true and that the Forex Investor has full authorization to open the account. If registering on behalf of another party, you have full authorization to register and agree to terms and conditions on behalf of the registrant. Your account information and IP address will be recorded for future reference.

The FIP is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our program is not available to children (persons under the age of 18) or temporarily or indefinitely suspended MFBNL members.

By clicking on the I AGREE icon, the Forex Investor acknowledges that it will be treated as if it were a true signature on a legal binding document, and means that the Forex Investor has read this agreement and agrees to all the terms and conditions set out therein. The Forex Investor’s IP address with a date and time stamp will be recorded at time of registration for future confirmation of activities preformed by the Forex Investor on the MFBNL website.



____ I AGREE