This Affiliate Program Agreement (“Agreement” or the “CryptoTheorem’s Affiliate Program“) is made by and between CryptoTheorem Limited (together with its Affiliated Corporation (as defined below) “CryptoTheorem“) and any person or entity executing the registration form (the “Enrollment Form“) set forth in the registration page located at cryptotheorem.com (the “Affiliate” or “You“).
By executing the Registration Form You are deemed to have agreed to be bound by all the terms and conditions set out in this Agreement as may be amended from time to time.
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE EXECUTING THE REGISTRATION FORM.
By participating in CryptoTheorem’s Affiliate Program You hereby accept the terms and conditions of this Agreement as may be amended from time to time. If You do not agree to such terms and conditions and/or any amendment thereto, please do not participate in, use, or access to CryptoTheorem’s Affiliate Program. Please note that CryptoTheorem reserves the right, at its sole discretion, to revise, modify, change or remove portions of this Agreement at any time. Please check periodically the terms and conditions of this Agreement on CryptoTheorem’s internet website to review any changes to its terms. Your participation in eToro’s Affiliate Program, after eToro has published on its websites any revised and/or amended form of this Agreement, shall constitute your consent to the revised and/or amended Agreement.
CryptoTheorem reserves the right, under its sole and absolute discretion, to reject the registration of any entity or person to CryptoTheorem’s Affiliate Program, including in the event that such entity is a person under the age of 18 or are defined as minors that have not yet reached legal age.
CryptoTheorem may elect to provide You with this Agreement and/or any other documentation, information and communications in various languages. By accepting this Agreement (in any of these languages) You acknowledge and confirm that CryptoTheorem’s official language is the English language, and in the event of any discrepancy or inconsistency between any documentation, information and communications in any language other than the English language and the same in the English language, the English documentation, information and communications shall exclusively prevail.
For the purposes of this Agreement, the following terms shall have the meaning detailed next to them:
1.1. “Affiliate Network” means an Affiliate that operates, through the Affiliate Websites, a network of affiliates engaging in the marketing and promotion of online trading platforms.
1.2. “Affiliate Websites” means the internet websites operated by the Affiliate which shall contain the Link.
1.3. “Affiliated Corporation” means, with respect to any entity, any other entity, directly or indirectly, through one or more intermediary persons, controlling, controlled by or under common control with such entity, or, in respect of any entity which is a corporation, any other corporation being part of the same group of companies to which such corporation belong.
1.4. “Click” means, with respect to a bone fide visitor in the Affiliates Websites, the action of voluntarily pressing a Link in one of the the Affiliate Websites, in order to access to CryptoTheorem Websites and/or the Platforms.
1.5 “Customer” means any Lead conducting purchasing activities through the Platform. Such Lead shall exclude the Affiliate and/or any person or within the Affiliate’s single household, at our sole discretion. To the extent, any Fees have been paid in connection with any such excluded person may be deducted from the Affiliate’s Account.
1.6. “Customer Account” means an account opened with CryptoTheorem for each Customer, enabling the Customer to log into the Platform and to identify the activity of the Customer within the Platform.
1.7. “Confidential Information” means any data or information of either party, including oral, written or electronic data or information including past, present or future research, development or business activities, and including without limitation, any information relating to developments, inventions, processes, plans, trading information and financial information.
The Confidential Information shall not include information that is available in the public domain, not as a result of the actions of the receiving party, that was known to and/or developed by the receiving party prior to its receipt from the disclosing party, or that was lawfully received by the receiving party from a third party without obligation of confidence.
1.8. “CPA”/“Cost Per Acquisition”; “CPA” means a one-time fixed amount payable upon customer purchase.
1.9. “CPC”/“Cost Per Click” means a one-time fixed amount payable with respect to any unique entity/person that has clicked on a banner of CryptoTheorem on the Affiliate Websites;
1.10. “CPI”/“Cost Per Install” means a one-time fixed amount payable with respect to any entity that has firstly downloaded the Platform's application from the Affiliate Websites to his/her mobile device and/or tablet computer, that has fully installed such application and that has opened such application;
1.11. “CPL”/“Cost Per Lead” means a one-time a fixed amount payable with respect to any entity becoming a Lead;
1.12. “CPM”/“Cost Per Mille” means a one-time fixed amount payable with respect to each 1,000 Impressions (as defined below). "Impression" means each time CryptoTheorem's advertisement is displayed to a user while viewing a web page in the Affiliate Websites;
1.13. “Eligible Affiliate” means any Affiliate which: (a) has been attributed as an “affiliate” of CryptoTheorem pursuant to CryptoTheorem’s customary tracking protocols, including but not limited to, the use of CryptoTheorem’s unique affiliates’ identification code, cookies or otherwise, and (b) has been accepted by CryptoTheorem, under its sole and absolute discretion, and (c) has registered as CryptoTheorem’s “affiliate” on the Registration Page at cryptotheorem.com.
1.14. “CryptoTheorem Brands“ means all the trademarks, trade names, brand names and/or domain names owned and/or used by CryptoTheorem.
1.15. “CryptoTheorem Websites” means the Internet websites owned, maintained or operated by CryptoTheorem, which offer their users services including trading activities through the Trading Platform.
1.16. “FTD” means a Customer which generated a minimum amount of Net Revenues (using its own funds), in each case, within 90 days following the first deposit date. For the avoidance of doubt, it is clarified that: (a) any Lead which made an FTD and did not open and close at least one position or generated the minimum number of revenues as aforesaid within said 90 days shall not be considered an FTD and shall not entitle the Affiliate to a CPA commission; and (b) any Customer that already deposited funds into any account with CryptoTheorem and that thereafter made additional deposits into any account (including new accounts maintained under a single household/control/ownership) opened with CryptoTheorem, shall not be considered as FTD with respect to any deposit of funds which is not the first deposit. For the purpose hereof, CryptoTheorem may determine, in its sole discretion, that several accounts maintained under the same household/control/ownership shall be considered as a single account and shall not entitle the Affiliate to Fees payable with respect to separate accounts
1.17 “Intellectual Property Rights“ means any intangible right, title and interest, including any rights relating to or arising under copyright, trademark, patent, trade secret, moral rights, right of publicity, authors’ rights, and all other proprietary rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, under any application law or jurisdiction.
1.18. “Lead” means any person of a legal age in its country of residence or entity that has registered and logged in to the Platform, which is identified in CryptoTheorem’s computerized systems as a person or entity which firstly entered into CryptoTheorem Websites directly through the Link. Registration must be made for an account. Any person or entity shall be considered a “Lead” hereunder solely to the extent that: (a) the details provided by the Affiliate shall include at least the following: the full legal name of the person or entity, a email address; and (b) such person or entity originated from the country allowable under the relevant campaign and from a unique IP address; and (c) such person or entity has verified his account pursuant to CryptoTheorem’s procedures. Any person or entity entering into the Trading Platform through the Link after such person or entity already entered into CryptoTheorem Websites not through the Link shall not be considered as a Lead. Duplicate “Leads” will be disregarded.
1.19. “Lead/Customer Data” means any and all data submitted by the Lead/Customer to CryptoTheorem whether or not through the Platform and collected, compiled and stored by CryptoTheorem.
1.20. “License” means a nonexclusive, personal, non-transferable, non-assignable and non-sublicensable license, for the term of this Agreement, to promote and market CryptoTheorem’s services and/or the Trading Platform from the Affiliate Websites.
1.20. “Link(s)” means a link and/or links to CryptoTheorem Websites which the systems of CryptoTheorem shall create for the benefit of the Affiliate.
1.21. “Net Revenues” means, with respect to any calendar month, Subscription revenues in such month and Transaction Expenses in such month.
1.22 “Non-Qualified Traffic” means traffic from the Affiliate Websites and/or Leads/Customers and/or any deposit and/or Net Revenues generated by any Customer which CryptoTheorem has reason the believe in its sole and absolute discretion to: (i) have been obtained by illegitimate means (including without limitation to those relating to e-mail marketing and “spamming”); and/or (ii) be false and/or non-compliant with CryptoTheorem’s Affiliate Program; and/or (iii) have been obtained by misleading conducts and/or through collusion and/or manipulation of CryptoTheorem’s services, system, bonuses and/or promotions (including without limitation, via offers to share the Fees directly or indirectly with Leads, and any other unauthorized use of any third party accounts, copyrights or trademarks, in each case, regardless of whether or not it actually causes harm to CryptoTheorem.
1.23. “Second Tier Affiliate” means any Eligible Affiliate identified in CryptoTheorem’s computerized systems as an Eligible Affiliate which has been firstly introduced to CryptoTheorem by the Affiliate (i.e., which did not have any prior connection with CryptoTheorem prior to the introduction by the Affiliate). The identification of an Eligible Affiliate as a Second Tier Affiliate of an Affiliate shall be solely and exclusively determined by CryptoTheorem which determination shall be final and binding upon the Affiliate. Upon CryptoTheorem’s request, the Affiliate shall provide CryptoTheorem with any information and/or documentation with respect to the Second Tier Affiliate.
1.24 “Spread Revenues” means, with respect to any calendar month, the PIP spread that is profited by CryptoTheorem from the real trading activities of the Customers using the Platform, during such month.
1.25. “Territory” means any country, excluding the United States of America (residents and citizens, including its incorporated and unincorporated territories), Belgium, Netherlands, Canada (including Quebec & Ontario), the Republic of Turkey, Japan, Brazil, the Islamic Republic of Iran, Democratic People's Republic of Korea (DPRK), Cuba, Sudan, or Syria, as well as any additional country specifically excluded by CryptoTheorem from time to time at its sole discretion.
1.26. “Platforms” means any trading platform(s) offered by CryptoTheorem to end-users for the purpose of conducting trading activities via the Internet, including any updates and upgrades to such platforms.
1.27. “Transaction Expenses” means, with respect to any calendar month, all the used bonuses provided by CryptoTheorem to the Customers, all chargebacks made with regard to the Customers’ payments and any transaction costs (such as payments processing fees, hedging costs and other payments to third parties) incurred by CryptoTheorem during such month with respect to the trading activities of the Customers.
2 The Engagement
During the term of this Agreement, the Affiliate undertakes to use its best efforts to actively and effectively market and promote the Platform through the Affiliate Websites and/or other referral platforms. In no event shall the Affiliate engage in any marketing or promotional activity related to the Platforms in any area, location, territory or jurisdiction outside of the Territory.
2.2. Subject to the terms and conditions of this Agreement, CryptoTheorem hereby grants the License to the Affiliate and the Affiliate hereby obtains the License from CryptoTheorem, such License shall be valid for the term of this Agreement. It is agreed that the Customers’ registration process and approach to the Platform shall be made solely through CryptoTheorem Websites. The rights granted to the Affiliate hereunder by CryptoTheorem are not exclusive in any manner, and nothing herein shall limit, prevent or preclude CryptoTheorem from entering into other affiliate agreements or other agreements with other third parties and/or from granting rights and/or licenses with respect to the Trading Platform to any other third party. Nothing herein shall prevent CryptoTheorem from promoting and/or marketing its services and/or the Platform by itself.
2.3. Subject to the terms and conditions of this Agreement, CryptoTheorem hereby grants to the Affiliate and the Affiliate hereby obtains from CryptoTheorem a royalty-free, nonexclusive, personal, nontransferable, non-assignable and non-sub-licensable license for the term of this Agreement, to display the CryptoTheorem Brands in the Affiliate Websites solely for the purpose of promoting and marketing CryptoTheorem’s services and/or the Trading Platform. The Affiliate acknowledges and agrees that: (a) it will use the CryptoTheorem Brands only as permitted hereunder; (b) it will use the CryptoTheorem Brands in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by CryptoTheorem; (c) the CryptoTheorem Brands are and shall remain the sole property of CryptoTheorem; (d) nothing in this Agreement shall confer in the Affiliate any right of ownership in the CryptoTheorem Brands and all use thereof by the Affiliate shall inure to the benefit of CryptoTheorem; and (e) the Affiliate shall not, now or in the future, attempt to register any CryptoTheorem Brand and/or domain name and/or contest the validity of any CryptoTheorem Brands or use any term or mark confusingly similar to any CryptoTheorem Brands.
2.4. It is hereby agreed and clarified that the Affiliate shall not be permitted to market the Platform on any Internet website on which CryptoTheorem promotes the Platform and/or in any other manner which results in the Affiliate competing with CryptoTheorem in relation to the promotion of the Platform. In addition, the Affiliate shall not carry out search engine marketing of the Platform using the word "CryptoTheorem". In the event that the Affiliate is in breach of the foregoing provisions, CryptoTheorem reserves the right to immediately terminate the Agreement pursuant to the terms specified in section 6 below.
2.5. CryptoTheorem shall have the sole and absolute discretion in connection with the rejection or refusal of any Customer to register to and/or trade on the Platform.
2.6. Any and all rights not granted under this Agreement to the Affiliate in the Platform (if any) are expressly reserved by CryptoTheorem.
2.7. CryptoTheorem reserves the right to take legal actions against the Affiliate in the event the Affiliate shall attempt to manipulate CryptoTheorem and/or the Platform and/or abuse CryptoTheorem’s Affiliate Program. Without limitation of the foregoing, CryptoTheorem reserves the right to withhold, setoff and/or deduct from any payment due to Affiliate hereunder in the event of such manipulation and/or abuse and may also terminate this Agreement with immediate effect.
3 Representations and Warranties
3.1. The Affiliate hereby represents, warrants, covenants and agrees to CryptoTheorem as follows:
3.1.1. The Affiliate has full right, power and authority to enter into this Agreement and there is no impediment which would inhibit its ability to perform the terms and conditions imposed on it by this Agreement;
3.1.2. To the extent that the Affiliate is a corporation, that it is a corporation duly organized and validly existing and in good standing and is duly qualified and authorized to do business wherever the nature of its activities or properties requires such qualification or authorization;
3.1.3. No registration with or approval of any government agency or commission is necessary for the execution, delivery or performance by the Affiliate of any of the terms of this Agreement, or for the validity and enforceability hereof or with respect to the obligations of the Affiliate hereunder, except such registrations and approvals that have been made or obtained;
3.1.4. There is no action or proceedings pending against the Affiliate or any of its officers or directors in their capacities as officers and directors of the Affiliate before any court, administrative agency or other tribunal which might have a material adverse effect on its or CryptoTheorem’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of the Affiliate’s senior management has a criminal record or criminal prosecution and/or investigation pending;
3.1.5. Neither the execution nor the delivery of this Agreement nor the fulfillment of or compliance with the terms and provisions hereof by the Affiliate shall contravene any provision of law including, without limitation, any statute, rule regulation, judgment, decree, order, franchise or permit applicable to the Affiliate;
3.1.6. The Affiliate’s fulfillment of its responsibilities under this Agreement shall be in strict compliance with the terms and conditions set forth herein;
3.1.7. It is permitted to market the Platform solely in accordance with the express terms of this Agreement and subject to any other terms and conditions instituted by CryptoTheorem from time to time during the term hereof;
3.1.8. It shall comply with any applicable data protection and privacy requirements and any analogous legislation in any and all jurisdictions applicable to the Customers/Leads. The Affiliate shall also provide to CryptoTheorem upon demand, all information and documentation required by any Organization for Economic Co-operation and Development or an equivalent anti-money laundering authority directives in relation to the Affiliate, and if applicable, its directors, officers, key employees, senior management and beneficial owners;
3.1.9. It is, and it shall remain during the term of this Agreement, in full compliance with the laws and regulations applicable within each territory in which it shall market and promote the Trading Platforms. The Affiliate agrees to cease its marketing activities and/or cease the operation of the same in any territory requested by CryptoTheorem upon the occurrence of any illegality or suspicion of illegality; and
3.1.10. It shall: (i) market and promote the Platform solely to Customers/Leads of legal age of majority, (ii) require sufficient proof of Leads/Customers’ identities where and when appropriate, and (iii) ensure that its promotions and related materials are in no way offensive, indecent, objectionable or obscene.
3.2. CryptoTheorem hereby represents and warrants to the Affiliate as follows:
3.2.1. It is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
3.2.2. It is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder;
3.2.3. This Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by CryptoTheorem does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over it;
3.2.4. CryptoTheorem is a lawful owner/lawful licensee of the Intellectual Property Rights in the Trading Platform and in the CryptoTheorem Brands.
4 Obligations and Responsibilities of the Affiliate
4.1. The Affiliate undertakes that its marketing activity and/or any content to be posted and/or published in the Affiliate’s Websites shall not be directed toward minors and/or engage in any other practices which may affect adversely the high image, credibility or reputation of CryptoTheorem, its services and/or its Platforms, including without limitation of the generality of the foregoing, promoting sexually explicit materials promotes, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or otherwise reasonably objectionable content, include material that is in breach of and/or infringes any Intellectual Property Rights of any third party (including any material copied from third parties without their permission) and/or including any false, misleading or disparaging representations or statements with respect to the Platform and/or CryptoTheorem.
4.2. The Affiliate shall not publish any material which refers to the Platform, CryptoTheorem Brands or any other name or mark owned by CryptoTheorem unless such publication is in compliance with CryptoTheorem’s guidelines. Upon request by CryptoTheorem, the Affiliate shall immediately remove any publication referring to the Trading Platform, CryptoTheorem Brands or any other name or mark owned by CryptoTheorem.
4.3. The Affiliate shall not copy any content from CryptoTheorem’s Websites and/or publications and shall not post in any website and/or elsewhere, any material published in CryptoTheorem’s Websites and/or publications. The Affiliate shall not copy any content from any other Affiliate’s websites.
4.4. The Links shall clearly display CryptoTheorem’s official logo pursuant to the provisions of this Agreement. The Affiliate shall not be permitted to change CryptoTheorem’s logos and/or banners and/or images and/or to make any use of them beyond the uses permitted hereunder. CryptoTheorem reserves the right to modify at any time its official logo and/or CryptoTheorem Brands and/or any other marketing materials, and the Affiliate agrees to modify CryptoTheorem’s logo accordingly within 8 days of notice given by CryptoTheorem to the Affiliate regarding such variation (such notice shall be posted in the Affiliate’s account maintained at cryptotheorem.com).
4.5. The Affiliate undertakes, with respect of any marketing and/or promotional activity involving “Pay Per Click” (“PPC“) and/or “Search Engine Marketing” (“SEM“), as follows:
4.5.1. Not to use the CryptoTheorem Brands in any way or manner whatsoever, including but not limited to the words “CryptoTheorem” and/or “CryptoTheorem USA” spelled in any possible way (including with typos, spaces, signs, symbols or in any other way). Such forbidden use of the CryptoTheorem Brands includes the use of such words/trademarks in the Affiliate’s advertisements or in any part therewith, in the displayed URL and/or in the destination URL;
4.5.2. Not to bid on the CryptoTheorem Brands, including but not limited to the words “CryptoTheorem” and/or “CryptoTheorem USA” spelled in any possible way (including with typos, spaces, signs, symbols or in any other way);
4.5.3. To use Affiliate Websites for all PPC and/or SEM campaigns. The Affiliate’s advertisements and/or any part therewith shall not lead or redirect potential clients directly to CryptoTheorem Websites. The Affiliate is allowed to use the landing page provided by CryptoTheorem on Affiliate Websites ONLY, but in no way shall the Affiliate use any URL containing the words “CryptoTheorem” and/or “CryptoTheorem USA”;
4.5.4. Not to use CryptoTheorem Brands’ Top Level Domains as landing pages and/or use CryptoTheorem’s and/or CryptoTheorem USA’s landing URL’s and/or use CryptoTheorem’s and/or CryptoTheorem USA’s displayed URL’s.
4.6. In no event shall the Affiliate engage in any e-mail marketing or promotion with respect to the Platform and/or CryptoTheorem, except as expressly set forth in this Agreement. In the event that the Affiliate has an Opt-in List, the Affiliate may make a written request to CryptoTheorem to send e-mails regarding the offering of the Trading Platform to the individuals on the Opt-in List. In the event that CryptoTheorem approves such request in writing, the Affiliate shall comply with any and all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, the Affiliate: (a) shall not send any e-mail regarding the Platform, CryptoTheorem to any individual or entity that has not requested such information, and (b) shall always include “unsubscribe” information at the top and bottom of any e-mail regarding the Platform, CryptoTheorem.
4.7. In addition to the restrictions set forth in sections 4.5 and 4.6 above, the Affiliate shall not: (a) engage in any fax, broadcast or telemarketing and/or any other offline marketing methods with respect to the Platform and/or CryptoTheorem, (b) use Malware and/or Spyware techniques and/or Peer to Peer (P2P) distribution methods and/or Paid to Click (PTC) networks and/or doorway pages opening CryptoTheorem Websites inside an iframe and/or use any other aggressive advertising or marketing methods in any of its dealings relating to the Platform, CryptoTheorem.
4.8. CryptoTheorem may provide the Affiliate with copies of or access to the creative material which CryptoTheorem shall make available to its business partners, such creative material shall bear solely CryptoTheorem Brands. The creative material shall be accessible from CryptoTheorem partner program website (cryptotheorem.com). The creative materials shall be provided “as is” AND WITHOUT WARRANTY of any kind. From time to time, CryptoTheorem may customize material to adhere to any regulatory requirements in the territories in which it operates. The Affiliate may not amend and/or customize CryptoTheorem’s creative material and shall display CryptoTheorem’s creative material on the Affiliate Websites/other referral platforms solely for the purpose of marketing and promoting CryptoTheorem’s services and/or the Platform.
4.9. The Affiliate shall be solely responsible to any matter related to the Affiliate Websites, including with respect to the technical operation thereof and to the accuracy of the information and materials posted therein. The Affiliate undertakes that the Affiliate Websites shall not look like and/or create the impression that they are CryptoTheorem’s Websites and that such Affiliate Websites shall not contain and/or display any information and/or materials of CryptoTheorem and/or the CryptoTheorem Brands unless the content of such information and/or materials and/or the manner in which they are displayed are in compliance with the guidelines of CryptoTheorem. In the event that CryptoTheorem shall require the Affiliate to remove from the Affiliate Websites and/or any other marketing media used by the Affiliate any content related to CryptoTheorem, the Affiliate shall immediately comply with such request and shall remove such content within not later than 24 hours from CryptoTheorem's request. The Affiliate further undertakes not to use any domain names similar to the domain names used by CryptoTheorem including any domain containing any of the CryptoTheorem Brands.
4.10. CryptoTheorem does not assume any responsibility towards the Affiliate and/or any third party acting on such information contained in the Affiliate Websites and/or CryptoTheorem Websites and/or Platform as to the accuracy or delay of information such as quotations, news, and charts derived from quotations.
4.11. The Affiliate shall be responsible to provide the Customers with all the services to be agreed between the Affiliate and the Customers and CryptoTheorem shall not bear any responsibility in such respect.
4.12. The Affiliate undertakes to cooperate with CryptoTheorem regarding any copyright, trade mark, branding and/or domain name that appears on the Affiliate Website and/or other referral platforms and/or the Platform.
4.13. The Affiliate shall, except as otherwise set forth in this Agreement, bear all costs and expenses incurred in connection with its marketing activity, including advertising, marketing and promotion of trading on the Affiliate Websites and/or referral platforms and/or the Platform as well as all other related operational costs.
4.14. The Affiliate shall be responsible and liable for obtaining and maintaining of, as well as for compliance with, any and all applicable laws and regulations as may be necessary for the Affiliate’s performance of its undertakings under this Agreement, including applicable trading laws. CryptoTheorem shall under no circumstances be held liable for and the Affiliate shall indemnify CryptoTheorem against any and all claims asserted against CryptoTheorem by reason of the Affiliate’s and/or its business partners’ advertising, marketing and promotional activities and efforts.
4.15. The Affiliate hereby releases CryptoTheorem from any and all responsibilities for the accuracy or reliability or correctness of the information (including feeds, whether provided by CryptoTheorem or by any other party) presented to Leads/Customers through the Platform. The Affiliate further acknowledges that it is aware that the information presented to Leads/Customers through the Platform shall not infer a recommendation to enter into or refrain from entering into specific trading.
4.16. The Affiliate shall promptly inform CryptoTheorem of any information known to the Affiliate related to any Leads that may reasonably lead to a claim, demand or liability of or against CryptoTheorem by any third party.
4.17. The Affiliate agrees to indemnify, defend and hold harmless CryptoTheorem and its directors, officers, employees, subcontractors and agents thereof with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that the same are based upon or arises out of: (a) the Affiliate’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) any warranty, condition, representation, indemnity or guarantee relating to CryptoTheorem granted by the Affiliate to any Lead or other third party. In the event: (a) that the Affiliate markets or promotes CryptoTheorem and/or the Platform to any person or entity outside of the Territory; or (b) of any breach or threatened breach of any provision of Sections 4 and/or 7 hereunder, then in addition to all other rights and remedies available to CryptoTheorem under this Agreement and under applicable law, CryptoTheorem shall have the right to: (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) receive a prompt refund of all amounts previously paid to the Affiliate hereunder, and (iii) be indemnified for any losses, damages or liability incurred by CryptoTheorem in connection with such violation
5 Fees and Payments
5.1 During the term of this Agreement, and subject to the Affiliate’s fulfillment of its obligations hereunder, CryptoTheorem shall pay the Affiliate, for each calendar day, the Fees of the type and in the amount set forth in the Affiliate’s account maintained at cryptotheorem.com and/or in any other location in CryptoTheorem's systems (the “Fees“). All payments hereunder and/or pursuant to any other arrangement between the Affiliate and CryptoTheorem are subject to risk analysis considerations and anti-money laundering procedures. CryptoTheorem reserves the right to demand and receive information about any Lead and to assess the competency of such Lead for payments.
5.2. IN ADDITION TO ANY OTHER TERMS AND CONDITIONS SET FORTH ANYWHERE IN THIS AGREEMENT OR UNDER APPLICABLE LAW, AFFILIATE SHALL NOT BE ENTITLED TO RECEIVE ANY FEES FOR ANY CUSTOMER/FTD/LEAD AND/OR ANY OTHER TYPE OF TRAFFIC ENTITLING THE AFFILIATE FOR PAYMENT UNLESS AND UNTIL THE FOREGOING HAS BEEN APPROVED AND QUALIFIED BY CRYPTOTHEOREM. FOR THE REMOVAL OF ANY DOUBT IT IS HEREBY CLARIFIED THAT CRYPTOTHEOREM RESERVES THE RIGHT, AT ITS SOLE AND ABSOLUTE DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE, AT ANY TIME, ANY CRITERIA APPLYING TO ANY OF THE COMPENSATION PLANS, INCLUDING WITHOUT LIMITATION, SETTING ANY BASELINE, THRESHOLD, MINIMUM DEPOSITS/EARNINGS AND/OR OTHER REQUIREMENT(S) FOR QUALIFYING INTO ANY OF THE COMPENSATION PLANS AND/OR FOR RECEIVING ANY FEES SET FORTH HEREIN.
5.3. For avoidance of doubt and without derogating from the generality of the foregoing, the Affiliate shall not be entitled to receive the Fees and/or any other payment (pursuant to any arrangement between the Affiliate and CryptoTheorem) in the following circumstances:
5.3.1. the Affiliate is not an Eligible Affiliate;
5.3.2. the Revenues were generated from traders that have been solicited outside the Territory;
5.3.3. the Revenues were generated from accounts that CryptoTheorem has a reason to believe are owned and/or managed by the Affiliate and/or any of its shareholders and/or officers and/or any of their family members and/or dependents and/or relatives, without explicit written approval of CryptoTheorem;
5.4.1 Holdover for Non-Compliance. CryptoTheorem may, at its sole and exclusive discretion, withhold, delay or deny payment of the Fees in any of the following events: (i) CryptoTheorem has reason to believe that the Affiliate's activity is not in compliance with any applicable law, including, without limitation to, the CySEC Rules, FCA Rules and/or any other applicable regulator; (ii) the Company has reason to believe that the Affiliate's activity is in breach of this Agreement; (iii) the Affiliate has failed to complete any form as may be required by CryptoTheorem or has completed misleading or incorrect information in a form provided by Affiliate to CryptoTheorem; (iv) the Affiliate has failed to provide any document as may be demanded by CryptoTheorem; and/or (v) CryptoTheorem has been notified by any third party of the alleged infringement of property or rights (e.g. intellectual property rights) by the Affiliate or by the Affiliate's activity. Affiliate hereby irrevocably waives any claim or demand against the Company, its directors, officers, shareholders, employees in respect of such action taken by CryptoTheorem.
5.4.2. Holdover for Non-Qualified Traffic. CryptoTheorem may, at its sole and exclusive discretion, withhold, delay or deny payment of the Fees if CryptoTheorem has a reason to believe that there is a Non-Qualified Traffic in the Affiliate account for up to one hundred and eighty (180) days in order to verify the relevant transactions. In the event that CryptoTheorem determines the activity constitutes Non-Qualified Traffic, CryptoTheorem shall recalculate or withhold the Fees accordingly and in its sole discretion. It is hereby further clarified that in any event that CryptoTheorem determines that the suspected transactions are in fact Non-Qualified Traffic, CryptoTheorem shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Link assigned to such Affiliate inoperative, to change the Affiliate’s compensation plan (including retroactively with respect to the Non-Qualifed Traffic) and immediately block Affiliate's access to CryptoTheorem’s Affiliate Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against CryptoTheorem, its affiliates, its directors, officers, shareholders, employees in respect of such action taken by CryptoTheorem.
5.5. Acceptance of Fees or acceptance of other payment by Affiliate will be deemed full and final settlement of Affiliate Fee due for the calendar month indicated. Hence, if Affiliate disagrees with the Reports or amount payable, Affiliate should NOT accept payment for such amount and immediately send CryptoTheorem a written notice of its dispute. dispute notices must be received by CryptoTheorem within three (3) days of the end of each calendar day for which payment is made, or Affiliate's right to dispute such report or payment will be deemed waived and Affiliate shall have no claims in such regard.
5.6. Inactive Affiliate. Without derogating from the foregoing, it is agreed that in the event that the Affiliate shall not provide at least three (3) FTDs, during each period of three (3) months throughout the term of this Agreement, then in such event the Affiliate shall no longer be entitled to receive the Fees and/or any other payments from CryptoTheorem. For the avoidance of doubt, it is clarified and agreed that in such circumstances, following the lapse of such 3-months period the Affiliate shall not be entitled to receive the Fees and/or any other payment hereunder, including any payment with respect to any Customer for which the Affiliate was entitled to receive Fees prior to such time. In addition to the foregoing, CryptoTheorem may, under its sole discretion, upon the lapse of such 3-months period, either terminate under Section 6 below or change the compensation plan of the Affiliate (reduce any percentage or amount payable thereunder). In such event, effective as of the date of CryptoTheorem’s notification to the Affiliate regarding the change of the compensation plan, the Affiliate shall be compensated under the new compensation plan and it shall not be entitled to receive any payment under the previous compensation plan.
5.7. In the event that: (a) any Click has not become a Lead within a period of 60 days from the effective date of the Click; or (b) any Lead has not become an FTD within a specified period to be determined by CryptoTheorem in its sole discretion, CryptoTheorem reserves the right to either: (i) deduct from any Fees payable to the Affiliate the reasonable re-acquisition cost incurred by CryptoTheorem as shall be determined by CryptoTheorem; or (ii) remove such Lead from the Affiliate’s Leads list, in which case no further payment shall be made to the Affiliate with respect to such Lead.
5.8. It is emphasized that the calculation of the Fees shall be made on a monthly basis and that the Net Revenues shall be calculated separately for each calendar month. Notwithstanding, in the event that the Net Revenues are negative in any calendar month (i.e., the Transaction Expenses are greater than the Revenues), then the negative balance (i.e. the negative Net Revenues) shall be carried forward to the next calendar months and shall be deducted from the Net Revenues in such months for the purpose of calculating the Fees hereunder.
5.9. The measurements and calculations of the Net Revenue made available to the Affiliate through the Affiliate's account maintained at cryptotheorem.com (as such calculations may be amended and/or updated by CryptoTheorem from time to time) are conclusive and the Affiliate shall not have the right to appeal and/or disagree with respect thereto. In order to ensure accurate tracking and calculation of the Net Revenue, the Affiliate must ensure that the Link is properly formatted.
5.10. It is agreed that the Affiliate may not receive any payment from CryptoTheorem and/or withdraw payments from its accounts with CryptoTheorem in the event that the Affiliate has not completed the verification requirements of CryptoTheorem, including the provision of the identification information and/or documents required by CryptoTheorem, as amended and/or updated from time to time. It is further agreed that no payment hereunder shall be made to any entity other than the Affiliate and/or to any account and/or payment method not registered in the name of the Affiliate and/or to any account and/or payment method the details of which are not identical to those provided to CryptoTheorem by the Affiliate.
5.11. The Fees shall be deposited into the Account that the Affiliate has opened with the Platform (the "Affiliate Account"), which Affiliate Account is subject to the standard terms and conditions applicable to the trading accounts opened with the Platform. Thereafter, the Fees shall either (i) remain in the Affiliate Account until withdrawn by the Affiliate; or (ii) be automatically transferred to the account and/or payment method that the Affiliate has designated during the registration to the Affiliate Program, which account and/or payment method must be registered in the name of the Affiliate (such account and/or payment method shall be referred to herein as the "Affiliate External Account"). Should the Affiliate choose the second option (automatic transfer of the Fees), the outstanding balance in the Affiliate Account shall be transferred to the Affiliate External Account, on the dates specified below. Notwithstanding, no payment shall be transferred and/or withdrawn (either automatically or otherwise) from the Affiliate Account to the Affiliate External Account and/or any other account, in the event that the Affiliate has not complied with the verification requirements of CryptoTheorem.
5.12. Generally CryptoTheorem shall deposit the Fees into the Affiliate Account within 1 (one) day from the end of the day with respect of which the Fees are payable. In the event that the Affiliate has chosen that the outstanding balance in the Affiliate Account shall be automatically transferred to the Affiliate External Account, such automatic transfer shall be generally made within up to 7 (seven) business days from the date in which the money has been transferred to the Affiliate Account (provided that the Affiliate is in compliance with the verification requirements of CryptoTheorem at the time of payment). In the event that the Affiliate did not choose the automatic transfer option, the outstanding balance in the Affiliate Account shall be available for withdrawal within not later than 7 (seven) business days from the date in which the money has been transferred to the Affiliate Account (provided that the Affiliate is in compliance with the verification requirements of CryptoTheorem at the time of payment). Notwithstanding, in the event that the Fees in any calendar day shall be less than US$100, or US$500 if the Fees are payable by wire transfer, then such Fees shall not be payable on such dates and shall be carried forward to the next month in which the aggregate Fees not paid yet shall reach such threshold.
5.13. CryptoTheorem reserves the right to modify the Fees’ structure and/or the payment terms thereof, including, without derogation to the generality of the foregoing, changing the Fees from and/or to Cost Per Acquisition, Cost Per Click or payments calculated as percentage from the Net Revenues, at any time, upon written notice to be sent to the Affiliate via e-mail and/or posted on CryptoTheorem’s Websites including in the Affiliate’s account maintained at cryptotheorem.com. It is agreed that any access of the Affiliate to CryptoTheorem’s Websites following such modification and/or receipt of payment calculated pursuant to such modified terms (the earlier to occur of the two) shall constitute the Affiliate’s agreement, acceptance and consent for such modification. It is further agreed that CryptoTheorem may, under its sole discretion, retroactively change the compensation plan of the Affiliate, in the event that CryptoTheorem has a reasonable suspect of a manipulation of CryptoTheorem and/or the Trading Platform and/or of any abuse of CryptoTheorem’s Affiliate Program and/or of the Affiliate's compensation plan and/or from any other reasonable grounds under CryptoTheorem's sole and absolute discretion. In such event, effective as of the date specified in CryptoTheorem’s notification to the Affiliate regarding the change of the compensation plan, the Affiliate shall be compensated under the new compensation plan and it shall not be entitled to receive any payment under the previous compensation plan (and in the event that any payments have already been made under the previous compensation plan, the Affiliate shall immediately return CryptoTheorem any such payment and CryptoTheorem shall also be permitted to deduct such payments from any future payments due to the Affiliate, which may cause an Affilaite’s account to be in a negative balance).
5.14. Each Party shall be responsible for payment of its respective taxes due under any applicable law. CryptoTheorem shall make deductions from any payment made to the Affiliate under this Agreement as may be and to the extent required under any applicable law, unless the Affiliate provides CryptoTheorem with appropriate tax exemption documents.
6 Term and Termination
This Agreement shall be in effect for undefined period of time commencing on the date in which the Affiliate executed the Registration Form.
6.2. This Agreement may be terminated with immediate effect by either party, with or without cause, by providing the other party with termination notice. For the avoidance of doubt, and without derogating from the generality of the foregoing, it is clarified that CryptoTheorem shall be permitted to terminate this Agreement with immediate effect upon any breach of this Agreement by the Affiliate without having to provide the Affiliate with the opportunity to rectify such breach.
6.3. Upon termination of this Agreement for whatever reason: (a) each party shall forthwith return to the other party all property of the other party in its possession or control (including all documentation, creative materials and all Confidential Information), including any copies and derivations thereof. In addition, the Affiliate shall destroy all of the foregoing (in the case of a software by erasing it from the magnetic media on which it is stored) and certify in writing to CryptoTheorem that they have been destroyed; (b) the Affiliate shall immediately cease to market and/or promote the Platform in any manner, shall cease to use any of CryptoTheorem’s Intellectual Property Rights, trade secrets and technical know-how and shall immediately cease displaying any CryptoTheorem Brands and/or other CryptoTheorem’s material on any website or otherwise; and (c) all rights granted to the Affiliate hereunder will immediately cease; provided, however, that the Affiliate shall be entitled to receive the Fees pursuant to terms and conditions of this Agreement, during the three (3) months period immediately following the effective date of termination of this Agreement. Notwithstanding, in the event that the Agreement shall be terminated by CryptoTheorem due to any breach of the Agreement by the Affiliate, then following such termination the Affiliate shall not be entitled to receive the Fees and/or any other payment hereunder, including any payment with respect to any Customer for which the Affiliate was entitled to receive Fees prior to such time and including any payments already accrued in favor of the Affiliate prior to such time and not yet paid to the Affiliate.
6.4. In the event that such termination shall be made by CryptoTheorem due to any breach of this Agreement by the Affiliate, then such termination shall be without prejudice to any other remedy to which CryptoTheorem may be entitled under any applicable law and/or this Agreement. In the event of termination or expiration of this Agreement for any reason whatsoever, no sums or other form of compensation shall be due to the Affiliate from CryptoTheorem by reason of goodwill, loss of future profits, reimbursed investment, severance, or any concept or in the nature of a termination indemnity. Termination of this Agreement for any cause shall not release either party from any liability which at the time of termination has already accrued to the other party or which thereafter may accrue in respect of any act or omission prior to termination or from any obligation which is expressly stated herein to survive termination. Any provision of this Agreement which should survive and/or may be reasonably interpreted as surviving the termination of the Agreement, including the provisions of sections 2.2, 2.3, 7, 8, 9 and 10 to this Agreement, shall survive the termination of the Agreement.
7 Intellectual Property and Confidentiality
7.1 As between CryptoTheorem and the Affiliate, the Platform, CryptoTheorem Brands, the creative materials of CryptoTheorem, all demographic and other information relating to any Lead and/or Customer (including Lead/Customer Data), and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of CryptoTheorem or otherwise related to the Platform, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, the “CryptoTheorem’s Property“), are and shall remain the sole and exclusive property of CryptoTheorem and CryptoTheorem shall retain all rights, title and interest in and to CryptoTheorem’s Property and all Intellectual Property Rights derived therefrom (including all derivations and modifications made thereto). To the extent that the ownership of any of CryptoTheorem’s Property does not automatically vest in CryptoTheorem by virtue of this Agreement, or otherwise, the Affiliate hereby transfers and assigns to CryptoTheorem, upon the creation thereof, all rights, title and interest the Affiliate may have in and/or to such CryptoTheorem’s Property, including the right to sue and recover for past, present and future violations thereof.
7.2. Without derogating from the generality of any provision of this Agreement, it is hereby clarified that CryptoTheorem shall be permitted, both during the term of this Agreement and/or following the termination and/or expiration of the Agreement, to use, any information related to the Leads and/or Customers (including the Leads/Customer Data), and to provide any services to the Lead/Customers, and that the Affiliate shall not have claim and/or right with respect thereto, other than the right to receive the Fees pursuant to the terms of this Agreement. It is further clarified that the Lead/Customer Data shall be deemed as CryptoTheorem’s sole and exclusive proprietary information and property and shall be deemed as CryptoTheorem’s Confidential Information.
7.3. Under no circumstances during the Term hereof and thereafter shall the Affiliate assert or contest any ownership rights in and to the Platform and/or CryptoTheorem Brands and/or CryptoTheorem’s Property and/or the Intellectual Property Rights derived therefrom in any action or proceeding of whatever kind or nature, nor shall the Affiliate take any action that may prejudice or adversely affect CryptoTheorem’s rights in the Platform and/or CryptoTheorem Brands and/or CryptoTheorem’s Property and/or the Intellectual Property Rights therein (including any registration of CryptoTheorem Brands in the name of the Affiliate). The Affiliate may not do anything to render such Intellectual Property Rights generic, weaken its validity or diminish its associated goodwill. Upon termination of this Agreement, all of the rights granted to the Affiliate hereunder shall terminate and all rights shall revert to CryptoTheorem without the taking of any action on the part of either party.
7.4. The Affiliate shall maintain suitable copyright and trademark notices throughout the Affiliate Websites (such notices shall also appear on the other referral platforms) that shall conform in all respects to CryptoTheorem’s copyright and trademark requirements. CryptoTheorem may include some or all of the Affiliate Trademarks in its own marketing and promotional materials.
7.5. The parties hereby acknowledge and agree that from time to time before, during and after the Term hereof, either party may have access to or become acquainted with the Confidential Information of the other party. Both the Affiliate and CryptoTheorem shall use their best efforts to protect each other’s Confidential Information from improper disclosure and will not, during or after the Term of this Agreement or thereafter, directly or indirectly, use or disclose any such Confidential Information to any person, firm or corporation for any reason or purpose whatsoever, nor shall either party, for itself or in any representative or other capacity, utilize any such Confidential Information in any manner for its own account or the account of others, except in connection with its performance under this Agreement.
7.6. CryptoTheorem shall have the right to mention the existence of this Agreement (but not its terms) in its respective marketing materials, public announcements or as a reference for future customers. This right is given on the condition that: (i) any such marketing materials accurately reflect the nature of the business relationship created by this Agreement, and (ii) any such marketing materials do not disclose any of the Affiliate’s Confidential Information pursuant to the terms set forth in this Article 7. Any press releases or public statements regarding this Agreement by the Affiliate shall require the consent of CryptoTheorem as to content and release date, which shall not be unreasonably withheld or delayed.
8 Disclaimer of Warranty and Limitation of Liability
8.1. Except as expressly set forth above and to the maximum extent permitted by applicable law, CryptoTheorem makes no warranty of any kind, express, implied or statutory, regarding the Trading Platform, and all such warranties, including, without limitation, the implied warranties of merchantability and/or fitness for a particular purpose are hereby expressly disclaimed by CryptoTheorem. The Affiliate acknowledges that CryptoTheorem has not represented or warranted that the Trading Platform will be uninterrupted, error free, without delay or without compromise of the security systems and features therein and appurtenant thereto. No representations or warranties of any kind are made by CryptoTheorem with regards to any services provided by any wireless carrier or authorized distributor.
8.2. Under no circumstances shall CryptoTheorem (or any of its shareholders, directors, officers, employees, Affiliates, representatives or licensors) be liable to the Affiliate for any consequential, incidental or special damages (including damages for business interruption, loss of business information and the like) arising out of or in connection with this Agreement, including with respect to the use or inability to use the Platform, even if CryptoTheorem has been advised of the possibility of such damages. To the extent that in a particular circumstance any disclaimer or limitation on damages, losses or liability set forth herein (whether direct, indirect, consequential, incidental or special) is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, CryptoTheorem (and its shareholders, directors, officers, employees, Affiliates and representatives) shall be entitled to the maximum disclaimers and/or limitations on damages and liability available at law or in equity by such applicable law in such particular circumstance.
8.3. Without derogating from the above, if CryptoTheorem is found liable (whether under contract, tort (including negligence) or otherwise), the cumulative liability of CryptoTheorem for all claims whatsoever related to the Trading Platform or otherwise arising out of this Agreement, shall not exceed the payments made to the Affiliate by CryptoTheorem under this Agreement during the six (6) months preceding the event that gave rise to the action or claim.
8.4. No action, whether based in contract, strict liability or tort, including any action based on negligence, arising out of the performance of this Agreement, may be brought by the Affiliate against CryptoTheorem more than twelve (12) months after such cause of action accrued
9 Affiliate Network
9.1 The provisions of this section 9 shall apply solely with respect to any Affiliate that is an Affiliate Network.
9.2. The Affiliate undertakes to provide CryptoTheorem, in advance, with the contact details of all the entities that shall refer potential customers to the Platform through the Affiliate Websites and/or other means of referral (the “Sub-Affiliates”) and their respective Affiliate Websites, in order to enable CryptoTheorem to audit the compliance of the Sub-Affiliates with the terms and conditions of this Agreement and/or with the branding guidelines of CryptoTheorem. The Affiliate also undertakes to provide CryptoTheorem with full details and information with respect to the websites of the SubAffiliates. It is further agreed that any marketing campaign, including the type of the campaign and the Sub-Affiliate running the campaign, shall be agreed between the Affiliate and CryptoTheorem in advance.
9.3. The Affiliate shall procure and shall be responsible to ensure that all the Sub-Affiliates shall fully comply with all the provisions of this Affiliate Program, including without limitation, the branding guidelines of CryptoTheorem and that a Sub-Affiliate may not appoint any further subaffiliate other than where prior written consent of CryptoTheorem has been received by the Affiliate. The Affiliate shall notify CryptoTheorem immediately of any circumstances indicating that any marketing activity may be occurring, or have occurred, in breach of this Section 9.3. The Affiliate further undertakes to enforce upon the Sub-Affiliates such provisions and/or guidelines and to cause the Sub-Affiliates to comply with any instruction that CryptoTheorem may provide to either of them within not later than 48-hours from CryptoTheorem’s request. To the extent any such Sub-Affiliate shall not comply with any such instructions, CryptoTheorem may, at its sole discretion and in addition to any other remedy available to it, deduct from any amount due to the Affiliate the respective portion of the Fees payable to the Affiliate in respect of such breaching Sub-Affiliate.
9.4. CryptoTheorem shall not be liable for any payments due to the Sub-Affiliates and solely the Affiliate shall be responsible to pay to the Sub-Affiliates all the fees and payments due to them in relation to the referral of potential traders to the Trading Platform and/or otherwise in relation to the engagement between the Affiliate and CryptoTheorem. The Affiliate shall indemnify CryptoTheorem for any claim to be made by the Sub-Affiliates, if any, to receive payments and/or other benefits from CryptoTheorem.
10.1. This Agreement constitute the entire agreement and supersede all previous communications or agreements, either oral or written, between the parties with respect to the subject matter hereof. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement.
10.2. CryptoTheorem shall be permitted to set-off any amounts owed to it by the Affiliate (including the amount of any compensation which CryptoTheorem shall be entitled to receive from the Affiliate) against any amounts due to the Affiliate by CryptoTheorem hereunder. CryptoTheorem shall also be permitted to set-off any amounts which have been paid to the Affiliate by CryptoTheorem in access (i.e., any overpayment made to the Affiliate) against any amounts due to the Affiliate by CryptoTheorem hereunder.
10.3. CryptoTheorem shall have the right, at any time and under its sole and absolute discretion, to change and/or amend the terms and conditions of this Agreement. The Affiliate agrees that any new format of this Agreement which shall be posted on CryptoTheorem’s Websites shall be considered as sufficient provision of notice for the changes and/or amendments made in such new format and shall become effective as of the date of posting it as aforesaid.
10.4. Section headings are provided solely for reference purposes and in no way define, limit, interpret or describe the scope or extent of such section or in any way affect this Agreement.
10.5. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightening, utility or communication failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented.
10.6. This Agreement shall exclusively be governed by and construed in accordance with the laws of the … with the exception of its conflict of laws. The parties shall use all reasonable efforts to amicably resolve any dispute or controversy arising directly out of this Agreement. In the event of a dispute which cannot be resolved by the between the parties, themselves, either party may commence a binding arbitration proceeding in accordance with the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator to be appointed in accordance with the said Rules. The arbitration shall be conducted in …, unless otherwise agreed by the parties. The language of the arbitration shall be English. It is expressly agreed that the arbitration award shall be final and binding upon the parties. Each party acknowledges that in the event of a breach of this Agreement, a party’s remedies at law may be inadequate, and accordingly each party agrees that in the event of a breach of this Agreement by such party the other party shall have the right to injunctive relief or other appropriate remedies before any competent court to restrain such party from breaching this Agreement.
10.7. No failure by either party to exercise its rights under this Agreement shall be deemed a waiver of any such rights. No term or provision hereof shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the party claimed by the other to have waived or consented. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.
10.8. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties hereto, and shall be enforceable, as though said invalid or unenforceable provision were not contained herein.
10.9. Neither this Agreement nor any of the rights granted hereunder nor any interest herein, may be sold, assigned, conveyed, delegated, subcontracted or otherwise transferred or encumbered by the Affiliate at any time, without CryptoTheorem’s prior written consent, and any attempt to do so will be deemed null and void. CryptoTheorem shall be permitted to assign its rights and/or obligations under this Agreement to any of CryptoTheorem’s Affiliated Corporations. This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10.10. Any notices given under this Agreement shall be in writing and will be deemed to have been sufficiently given when delivered by hand or sent via facsimile transmission (when acknowledged by the recipient), overnight courier service or by certified or registered mail, to the parties at the addresses set forth above in the preamble or as subsequently changed by notice duly given. Notices shall be effective on the business day sent if delivered personally or via facsimile, on the next business day if sent by overnight courier, or five (5) business days after post-marking if sent by certified or registered airmail. In the event that the Affiliate shall not indicate its correct address in the Registration Form, CryptoTheorem may deliver any notice hereunder to the Affiliate’s e-mail address and such notice shall be effective on the business day in which the e-mail was sent.
This page describes the various the commission plans available to the Affiliate during the Term. The fees payable under each plan shall be paid in accordance with one of the following plans, as shall be decided by CryptoTheorem in its sole and absolute discretion.
The Affiliate shall only be entitled to receive payments under one of the following plans (as shall be decided by CryptoTheorem) and shall not be eligible for payments under two plans, unless otherwise determined by CryptoTheorem.
All capitalized terms used in this page shall bear the meanings given to them under CryptoTheorem’s Affiliate Program.
First Tier Commission Plan
Revenue Share Plan
Under this plan, the Affiliate shall be entitled to receive, with respect to each calendar day during the Term, 30% (thirty percent) of the Net Revenues generated from the Affiliate’s Customer(s) during such month.
Second Tier Commission Plan
If explicitly approved by CryptoTheorem in writing in its sole discretion on a case by case basis, an Affiliate may also be entitled to receive an additional amount for any Second Tier Affiliate that it introduced to CryptoTheorem.
Under such Plan, the Affiliate shall be entitled to receive an amount equal to 5% of the Net Revenues generated by the Second Tier Affiliate’s Customers up-to an aggregated maximum amount of $20,000 throughout the lifetime period of the Second Tier Affiliate.
CryptoTheorem may determine, in its sole discretion, that several Second Tier` Affiliates accounts maintained under the same household/control/ownership shall be considered as a single account and shall not entitle the Affiliate to Fees payable with respect to separate accounts.
Last updated: September 4, 2018