General marketing affiliate agreement

Effective Date: 1st August, 2024

THIS  GENERAL MARKETING  AFFILIATE AGREEMENT    (“Agreement”), dated   as   of   the   Effective   Date,   by   and   between   Tradeify   Holdings,   Corp.,   a   Delaware corporation (“Tradeify”) and you, the Affiliate (“Affiliate”).  Tradeify and Affiliate may each be referred to hereinafter individually as a “Party” and collectively as the “Parties.”  Capitalized terms used but not otherwise defined herein shall have the definition set forth in Section 14 below.

1. Authorization; Marketing and Promotion

1. Authorization
   Subject to Affiliate’s compliance with this Agreement, Tradeify hereby   grants   to   Affiliate   a   non-exclusive,   non-transferable, and non-assignable right to promote and market the Services to prospective customers.
   ‍
2. Marketing and Promotion
   Affiliate will use commercially reasonable efforts to market and promote the Services to prospective customers during the Term. Any advertising materials to be used by Affiliate (other than the materials provided by Tradeify) shall be at itsown cost and expense. Affiliate agrees to assist in Tradeify’s marketing efforts to prospectivecustomers referred by Affiliate and will provide commercially reasonable cooperation if so requested. Affiliate shall clearly and conspicuously disclose that it is being compensated by Tradeify  for  its  promotion  of  the  Services.  In  connection  with  its   performance  under  thisAgreement, Affiliate shall not represent itself as an agent of Tradeify for any purpose.
   ‍
3. Tradeify Marks
   All use by Affiliate of the trademarks, service marks, and trade names associated with Tradeify and/or the Services, whether registered or unregistered (the “Tradeify Marks”), including any goodwill associated therewith, shall inure to the benefit of, conform to the standards set by, and be under the control of, Tradeify. Affiliate’s use of any ofthe Tradeify Marks must comply with this Agreement and any trademark usage guidelines provided by Tradeify from time to time. Affiliate shall not use any of the Tradeify Marks in connection with any product or service or in any manner that is likely to cause confusion, and shall not copy, imitate, or use any such marks, in whole or in part, without the prior written permission of Tradeify.
   ‍
4. Customer Terms
   Affiliate shall notify each prospective customer that its access to the Services will be subject to the TOS and such customer must accept the TOS prior to usingthe Services. Affiliate will not accept the TOS on behalf of its Referral Customers.
   ‍

2. Referral Process

1. Prospective Customer
   A prospective customer may become a Referral Customer by providing an Affiliate Code per Section 2.b.
   ‍
2. Affiliate Code
   Affiliate may be assigned a referral code or URL that is specifically linked to Affiliate in conjunction with this Agreement (both referred to herein as an “Affiliate Code”). Affiliate may share its Affiliate Code with prospective customers.  If a prospective customer uses the Affiliate Code during the Term when purchasing a subscription to the Services, and Tradeify accepts the Affiliate Code associated with the purchase, such prospective customer will be deemed a Referral Customer of Affiliate with respect to such purchase. Tradeify may reject any Affiliate Code related to a purchase if the prospective customer is (a) a current customer of Tradeify, or (b) has been actively recruited by Tradeify or another affiliate of Tradeify in the one hundred eighty (180) day period immediately preceding the purchase.
   ‍

3. Pricing and Payment

• Account Related Activities
  Tradeify retains sole responsibility for all account-related activities involving each referred customer (“Referral Customer”), including, but not limited to, onboarding, billing, and collections. Tradeify may communicate directly with any Referral Customer at any time. Tradeify alone shall determine (and may adjust, suspend, or discontinue) (i) the scope, features, and terms of any services offered (“Services”) and (ii) the prices charged to Referral Customers, all in Tradeify’s sole discretion and without liability to Affiliate.
  ‍
• Referral Commission
  As consideration for Affiliate’s promotional efforts, Tradeify will pay Affiliate a commission (the “Referral Commission”) in the amount and on the basis set forth in Exhibit A, provided that (i) the Referral Customer places an order using Affiliate’s unique referral code or tracking link (collectively, the “Referral Code”) and (ii) Tradeify confirms, in accordance with Section 2.b., that such Referral Code is valid and accepted for the underlying transaction.
  ‍
• Refunds, Chargebacks, and Other Reversals
  
  • No Referral Commission is earned on any portion of a transaction that is later refunded, charged back, credited, or otherwise reversed (each, a “Reversal”).
    ‍
  • If Tradeify has already remitted a Referral Commission for a transaction that subsequently becomes a Reversal, Affiliate shall repay the corresponding commission amount (the “Claw-Back Amount”) as follows:
    ‍
    
    • Tradeify may deduct the Claw-Back Amount from any commission or other sum that would otherwise become payable to Affiliate.
    • If the Claw-Back Amount exceeds commissions otherwise payable during the next payment cycle, Affiliate shall remit the unpaid balance to Tradeify within thirty (30) days after the earlier of (a) the date the Reversal posts or (b) Tradeify’s written demand.
    • Any Claw-Back Amount not repaid when due will accrue interest at 1.5 percent per month (or the maximum rate permitted by law, if lower) until paid, and Affiliate shall reimburse Tradeify for reasonable costs of collection, including attorneys’ fees.
• Changes to Rates
  Tradeify may modify the commission rates or structure set forth in Exhibit A (“Rates”) at any time, in its sole discretion. Any change will become effective on the first day of the calendar month following the month in which written notice is sent to the email address that Affiliate has on file with Tradeify.
  ‍
• Payment Terms
  
  • The total Referral Commission earned in a calendar month (the “Commission Payment”) will be paid on the fifteenth (15th) day of the following month (the “Payout Date”).
    ‍
  • No Commission Payment will be issued for any month in which the aggregate Referral Commissions total less than one thousand U.S. dollars (US $1,000.00). Unpaid amounts will roll forward and be included in the calculation for the next month.
    ‍
  • Commission Payments will be disbursed through Plane, a payroll and payout platform (or any successor platform designated by Tradeify). Affiliate will receive an email invitation to set up or access its Plane account prior to the initial Payout Date.
    ‍
  • Affiliate is solely responsible for all taxes, duties, and governmental charges arising from amounts paid under this Agreement. Tradeify may issue the appropriate information-reporting forms and may withhold taxes as required by applicable law.

4. Intellectual Property Rights
Except for the rights to use the Tradeify Marks and promote the Services as expressly granted herein, Affiliate shall not acquire any rights, title or interest in any of the Intellectual Property Rights belonging to Tradeify or the Tradeify’s  licensors. Nothing in this Agreement is intended to constitute a sale of any software or documentation associated with the Services or any derivations thereof. The Services constitute valuable proprietary and trade secret information and property of Tradeify. Title, ownership, and intellectual property rights, including without limitation all copyright rights, in and to the Services, and all derivatives thereof, shall remain with Tradeify and its licensors. Affiliate acknowledges the ownership and intellectual property rights of Tradeify in the Services, and will not take any action to jeopardize, limit or interfere in any manner with such ownership or other rights. Affiliate hereby grants Tradeify a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, transferable, unlimited, worldwide right to use and otherwise commercially exploit any feedback, ideas or other suggestions communicated by Affiliate to Tradeify.

5. Confidentiality
Each Party will: (a) protect the other Party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care; and (b) not disclose the Confidential Information, except to affiliates, employees, agents and professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors who are otherwise bound) to keep it confidential. Each Party (and any affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each Party is responsible for any actions of its affiliates, employees and agents in violation of this Section 6. Notwithstanding the foregoing, each Party may disclose the other Party's Confidential Information when required by law, but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other Party; and (b) gives the other Party the chance to challenge the disclosure.

6. Affiliate Responsibilities

1. Responsibilities
   Affiliate shall publish weekly social media posts to promote the products and services of Tradeify by utilizing either Tradeify’s marketing materials provided to Affiliate or Affiliate’s own marketing materials (the “Affiliate Made Content”).
   ‍
2. Content Requirements
   ‍The Affiliate Made Content from social media posts shall be original, factual, compliant with the terms of the social media platform used, compliant with all applicable Federal Trade Commission guidelines.  The Affiliate Made Content must contain any tags, links, or titles Tradeify requests to be included in the published social media posts.  Affiliate shall promote Tradeify’s products or services in a lawful and ethical manner.  Affiliate shall not engage in any false, misleading, or unethical advertising policies, including but not limited to spam, unauthorized use of Tradeify’s intellectual property, or any deceptive marketing techniques or practices.
   ‍
3. Paid Advertising
   Affiliate shall not publish paid advertisement containing, displaying, or otherwise incorporating any the following:
   
   1. Tradeify’s internet domain (https://tradeify.co) as the destination URL;
   2. Cloaked Links; or
   3. Branded keywords, including, but not limited to, “Tradeify” or “Tradeify Holdings” (collectively “Branded Keywords”), or variations or misspellings of these Branded Keywords.

7. Term; Termination

1. Term. This Agreement shall become effective as of the Effective Date and shall continue in force for an indefinite term (the “Term”), unless terminated earlier.  
2. Termination. Notwithstanding anything to the contrary elsewhere in this Agreement, either Party (the “Terminating Party”) may terminate this Agreement at any time by providing notice to the other Party.  This Agreement will terminate immediately upon the Terminating Party delivery of written notice to the other Party.  
3. Deemed Notice. Service of notice by electronic mail to the electronic mail address provided in Affiliate’s application is deemed to be delivery of written notice for purposes of this Section 7.
4. Effect of Termination. Upon any termination of this Agreement: (i) all rights and licenses granted by one Party to the other will immediately cease; (ii) Affiliate will promptly return to Tradeify, or destroy and certify the destruction of, all of Tradeify’s Confidential Information; (iii) Affiliate shall no longer market or promote the Services and will remove all references to Tradeify and/or the Services from its website; and (iv) Affiliate will, if Tradeify so requests, inform Referral Customers that its relationship with Tradeify has terminated. Termination of this Agreement, in part or in whole, will not limit either Party from pursuing other remedies available to it.
5. Acknowledgement. Affiliate hereby waives any right, either express or implied by applicable law or otherwise, to renewal of this Agreement or to any damages or compensation for any termination of this Agreement as provided herein.  Affiliate hereby waives any right, either express or implied by law or otherwise, to any outstanding Referral Commission not yet paid  by Tradeify to Affiliate.

8. Representations
Affiliate represents and warrants that:

• Affiliate will comply with the terms and conditions of this Agreement, all applicable laws and regulations (including, without limitation, regulations of the Federal Trade Commission), and any policies related to the Services, as such policies may be modified by Tradeify from time to time, in its marketing and promotion of the Services;
  ‍
• Affiliate will not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or regarding the Services and will not make any representation or warranty that is inconsistent with this Agreement or Tradeify’s written materials regarding the Services as provided by Tradeify to Affiliate or otherwise made publicly available by Tradeify. Affiliate will indemnify, defend, and hold harmless Tradeify from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of or related to any representations or warranties made by Affiliate regarding the Services that are inconsistent with this Agreement or the written materials regarding the Services provided by Tradeify;
  ‍
• Affiliate has obtained and will maintain all licenses, permits and approvals and will be responsible for satisfying all formalities as may be required to: (a) enter into this Agreement; (b) perform its obligations in accordance with this Agreement; and (c) comply with applicable laws, rules and regulations;
  ‍
• The execution of this Agreement, and the performance by Affiliate of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which Affiliate or any of its affiliates are a party, or violate any rights of any third parties arising from those agreements, including without limitation any rights related to exclusivity; and
  ‍
• Affiliate and its directors, officers, employees and agents have not, and will not offer, pay, promise or authorize the payment, directly or indirectly through any other person or entity, of any monies or anything of value for the purpose of inducing or rewarding any favorable action or influencing any act or decision in connection with Tradeify’s business to a candidate for public office, or to any of the following for the purpose of inducing or rewarding any favorable action or influencing any act or decision of such person or entity in connection with Tradeify’s business: (a) any governmental official or employee of a government; (b) any official or employee of any government-controlled entity, public international organization or any political party; or (c) any candidate for political office.
  ‍

9. Liquidated Damages

The parties acknowledge that any violation, breach, or non-compliance (“Breach”) by Affiliate of any covenant, representation, warranty, or other obligation under this Agreement will cause Tradeify substantial harm that is difficult to calculate with precision. Therefore, in addition to all other remedies available at law or in equity, Affiliate shall pay to Tradeify, as liquidated damages and not as a penalty, up to Fifty Thousand U.S. Dollars (US $50,000) for each separate Breach. For clarity, (i) each email, post, advertisement, or other act or omission that violates the Agreement constitutes a separate Breach, and (ii) each calendar day that a Breach continues shall be deemed an additional Breach.
‍

10. Disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, TRADEIFY, ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICES, AND EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. AFFILIATE HEREBY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE HAVE IN CONNECTION WITH THIS SECTION 10. TRADEIFY WILL NOT BE OBLIGATED UNDER THIS AGREEMENT TO TAKE ANY ACTION OR REFRAIN FROM TAKING ANY ACTION THAT IT BELIEVES, IN GOOD FAITH, WOULD CAUSE IT TO BE IN VIOLATION OF ANY LAWS OF THE TERRITORY OR ANY OTHER APPLICABLE JURISDICTION, INCLUDING, WITHOUT LIMITATION, THE UNITED STATES.
‍

11. Limitation of Liability
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED HERETO FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID BY TRADEIFY TO AFFILIATE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. THESE LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW BUT DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS, VIOLATIONS OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR BREACHES OF CONFIDENTIALITY OBLIGATIONS.
‍

12. Independent Contractor

For purposes of this Agreement, Affiliate is an independent contractor, and not an employee or agent of Tradeify, nor shall anything herein be construed as making Affiliate a partner or co-venturer with Tradeify and/or any of its subsidiaries and affiliated entities and/or other clients. Except as provided in this Agreement, the Affiliate shall have no authority to bind, obligate or represent Tradeify and/or its subsidiaries and affiliated entities.

‍

13. Miscellaneous

1. Non-Exclusivity. Tradeify expressly reserves the right (on a worldwide basis) to promote, advertise, market, sell, license and distribute the Services either directly or indirectly through other partners, managed service providers, dealers, distributors, or other third parties, and reserves the right (on a worldwide basis) to promote, advertise, market, sell, license, and distribute the Services to any customer of Affiliate, subject to the confidentiality provisions of this Agreement. Nothing in this Agreement shall be deemed to preclude Tradeify from contacting Referral Customers directly.
   ‍
2. Non-Disparagement. Each Party agrees and covenants that it will not at any time make, publish, or communicate to any person or entity or in any public forum, including, without limitation, on any digital or online review sites or forums, any defamatory, discrediting or disparaging remarks, comments or statements concerning the other Party or its businesses, or any of its employees or officers, now or in the future. For purposes of this paragraph, a disparaging or discrediting statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or entity to whom the communication relates, but will not include any disclosure required to be made to any governmental or quasi-governmental agency, or any disclosure made in the course of any pending or threatened litigation, mediation, arbitration or agency action.
   ‍
3. Notices. All notices must be in writing and addressed to the attention of the other Party at the address first set forth above or on the signature page hereto, or at such other address as provided by a Party from time to time by like notice. Notice will be deemed given: (a) when delivered by personal courier, (b) one (1) business day after sending via a nationally-recognized overnight courier, (c) three (3) business days after sending via certified mail, or (d) when verified by automated receipt or electronic logs if sent by facsimile or electronic mail.
   ‍
4. Beneficiaries; Assignment. Affiliate may not assign or transfer any part of this Agreement, including without limitation, by change of control or an assignment by operation of law, without Tradeify prior written consent. Any attempt by Affiliate to transfer or assign this Agreement in violation of this Section 13.d is void.
   ‍
5. Force Majeure. Neither Party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, epidemic or pandemic, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the Party’s reasonable control.
   ‍
6. No Waiver; Severability. Failure to enforce any provision of this Agreement will not constitute a waiver. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.
   ‍
7. Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Florida, excluding its choice of law rules. FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION AND VENUE IN PALM BEACH COUNTY, FLORIDA OR THE COURTS OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA.  EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY HAVE OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
   ‍
8. Waiver of Jury Trial. FOR THE AVOIDANCE OF DOUBT, A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES HERETO, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 13.h HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
   ‍
9. Equitable Relief; Survival. Nothing in this Agreement will limit either Party's ability to seek equitable relief. Upon termination of this Agreement, the rights and obligations of the parties will cease, except for the rights and obligations in all provisions of this Agreement which by their nature contemplate performance or applicability after the termination hereof, which will survive termination of this Agreement.
   ‍
10. Entire Agreement; Amendments; Counterparts. This Agreement constitutes the Parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments to this Agreement must be agreed upon in writing and signed by both Parties hereto. The Parties may execute this Agreement electronically (including, without limitation, via Affiliate’s acceptance of this Agreement through the Affiliate Webpage, or via https://tradeify.co) and the Parties may exchange executed signature pages in counterparts, including by facsimile, PDF or other electronic method, which taken together will constitute one instrument.
    ‍

14. Definitions

For purposes of this Agreement, the following terms will have the meanings set forth below:

1. “Affiliate Webpage” means the URL designed by Tradeify for prospective affiliates to register as a Affiliate of Tradeify and obtain an Affiliate Code, currently located at: https://tradeify.co/affiliates/, as may be updated by Tradeify from time to time.
   ‍
2. “Confidential Information” means information disclosed by a Party to the other Party under this agreement that is marked as confidential or would normally be considered confidential under the circumstances. Without limiting the foregoing, the Referral Commission and any information obtained through the Services are Confidential Information of Tradeify. Notwithstanding the foregoing, Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another Party.
   ‍
3. “Cloaked Link” means any URL that is presented in a disguised or shortened form, thereby masking the actual destination URL.
   ‍
4. “Effective Date” means the the date Affiliate accepts this Agreement by clicking a box indicating its acceptance through the Affiliate Webpage.
   ‍
5. “Intellectual Property Rights” means any (i) patents, (ii) trademarks, service marks, trade names, brand names, slogans, logos and internet domain names, (iii) discoveries, ideas, processes, formulae, designs, models, know-how, proprietary information, trade secrets, and confidential information (including customer lists, training materials and related matters, research and marketing and sales plans), whether or not patented or patentable, (iv) copyrights, writings and other copyrightable works and works in progress, databases and software, (v) all other intellectual property rights and foreign equivalent or counterpart rights and forms of protection of a similar or analogous nature or having similar effect in any jurisdiction throughout the world, (vi) all registrations and applications for registration of any of the foregoing, (vii) all common law trademarks and service marks used by the Tradeify and (viii) any renewals, extensions, continuations, divisionals, reexaminations or reissues or equivalent or counterpart of any of the foregoing in any jurisdiction throughout the world.
   ‍
6. “Referral Customer(s)” means a prospective customer referred by Affiliate to Tradeify and accepted by Tradeify in accordance with Section 2 above.
   ‍
7. “Services” means the products and services offered by Tradeify to Referral Customers as more particularly described at https://tradeify.co/plan/ as may be updated or modified by Tradeify from time to time.
   ‍
8. “TOS” means the Terms of Service presented by Tradeify to Referral Customers upon login to the Services, as Tradeify may modify from time to time, which must be accepted by each Referral Customer prior to its use of the Services. A copy of the then-current TOS for the applicable Services will be made available by Tradeify for review upon request.
   ‍

‍