Affiliate Agreement


Effective Date: May 15th, 2022

Primary Website: chains.com

THE AGREEMENT:

This Affiliate Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": Chains Online Services Ltd. Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire, because each of the terms of this Agreement are important to our working relationship.

1) DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

a) Company, Us, We: As we describe above, we'll be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.

b) You, the Affiliate: You will be referred to as the "Affiliate." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.

c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."

d) Affiliate Program: The program we've set up for our affiliates as described in this Agreement.

e) Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.

f) Website: The primary website we've noted above will be referred to as Website.

2) ASSENT & ACCEPTANCE

By submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Affiliate Program. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.

3) AGE AND JURISDICTION RESTRICTIONS

AGE: You must be at least 18 (eighteen) years of age to join our Affiliate Program or use this Website. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.

Prohibited Jurisdictions: affiliates may not citizens or residents of the following jurisdictions: United States, Israel, Somalia, Sudan, South Sudan, Venezuela, Central African Republic, Botswana, Cambodia, the Democratic People’s Republic of Korea, Libya, Republic of Seychelles, Ethiopia, Ghana, Iran, Iraq, Panama, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, and Yemen.

The company reserves the right to update this list of jurisdictions, as well as allow or disallow the inclusion of affiliates from any jurisdiction in this program.

4) PROGRAM SIGN-UP

In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found here.

Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy.

If your Affiliate Application is rejected, you may not reapply. If your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program.

5) NON-EXCLUSIVITY

This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.

6) AFFILIATE PROGRAM

After your acceptance in the Affiliate Program, you must ensure your account is set up thoroughly, which may include specific payout information and location, such as blockchain choice, account address and method of payment.

You must remain responsive to communications issued by the company to your email address in order to ensure payouts are conducted correctly.

Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.

We will provide you with a specific link or links, personalized to you as an Affiliate, for your promotion (collectively, "Link"). The Link will be keyed to your identity and will send online users to the Company's website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Link on your website, email list or social media communications, as described in your Affiliate Application (collectively, the "Affiliate Site").

No cookie stuffing or malicious link insertions: You agree not to use cookie "stuffing," or any other techniques which may incorporate a tracking code without specific knowledge of the online user.

Each time a user creates an account using a referral link provided by the Affiliate, as described below, you will be eligible to receive the following:

- 1% of the user’s payments made towards purchasing cryptocurrency (tokens) on the Chains Launchpad, over a 1 year period beginning on the day the referred user created their account.

- 50% of the net fees (after discounts and CHA) paid by the user to the platform over a 1 year period beginning on the day the referred user created their account.

7) SPECIFIC TERMS APPLICABLE

We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.

As described above, in order to be eligible for payout, user clicks must be "Qualified Clicks." Qualified Clicks:

a) Are clicks arriving to our website or websites through properly formatted links on the Affiliate Site or social media channels;

b) Are clicks arriving to our website or websites through an Affiliate link that was distributed and placed in front of the user through legitimate and legal means.

c) Are clicks arriving to our website which relate to one specific user; and

d) Are not clicks sent by a bot or other automated web program

Spam, malware or fraudulent distribution of the Link will result in the referred users being removed from the Affiliate’s account.

8) PAYOUT INFORMATION

Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You may be asked to submit tax forms and other reports in order to comply with the accounting requirements in your jurisdiction. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.

Currently, the Company employs the following methods of payout:

USDT

USDC

CHA Tokens

The company may issue payments using a mix of the above, with no less than 50% of the payment amount being in USDT or USDC.

For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.

Payouts will be available no sooner than 3 months after they accrue. For example, if payouts are made every 3 months, an entire 3-month period must finish for the payout of that period to be available in the following period.

We explicitly reserve the right to change payout information at our sole and exclusive discretion. If we do so, you will be notified.

Payouts are also subject to the following restriction:

a) Payouts are only available 1 month after the completion of the CHA public sale.

For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.

9) REPORTS

You may request and receive reports about the number of accounts referred. A month after the completion of the CHA Public Sale, payout reports and Qualified Click and/or Purchase information will be made available. Please be advised, however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.

10) TERM, TERMINATION & SUSPENSION

The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either Party at any time with or without cause.

You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.

If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.

We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

11) INTELLECTUAL PROPERTY

You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP").

Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Affiliate links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Affiliate in good standing with us.

We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.

Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.

Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.

You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Affiliate Program.

12) MODIFICATION & VARIATION

The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.

a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.

13) RELATIONSHIP OF THE PARTIES

Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.

14) ACCEPTABLE USE

You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of the Company.

a) You further agree not to use the Affiliate Program:

I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

II) To violate any intellectual property rights of the Company or any third party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

VIII) To unlawfully gather information about others.

15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE

You are responsible for ensuring operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.

We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Affiliate Program.

We require all of our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the government in your jurisdiction.

We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.

You are required to post a conspicuous notice on your website regarding the Affiliate Program. The notice does not have to contain the precise words as the example given below, but should be similar:

“We engage in affiliate marketing whereby we receive funds through clicks to our affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. “

We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.

If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you at our sole and exclusive discretion.

16) REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;

b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

17) DATA LOSS

The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Affiliate Program is at your own risk.

18) INDEMNIFICATION

You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Affiliate Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.

19) SPAM POLICY

You are strictly prohibited from using the Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

20) ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

21) SERVICE INTERRUPTIONS

The Company may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

22) NO WARRANTIES

You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that the Company is not liable for any such damage or loss.

23) LIMITATION ON LIABILITY

The Company is not liable for any damages that may occur to you as a result of your participation in the Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

24) GENERAL PROVISIONS:

A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

Governing Law, Resolving Disputes, Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING A CLASS ACTION.

B.1 Notice of Claim and Dispute Resolution Period

Please contact CHAINS first. CHAINS seeks to address your concerns without resorting to formal legal proceedings whenever possible. If you have a dispute with CHAINS, you should contact CHAINS, and a case number will be assigned. CHAINS shall attempt to resolve your dispute internally as soon as possible. The parties will agree to negotiate in good faith to resolve the dispute and discussions will remain confidential and subject to applicable laws protecting settlement discussions from use as evidence in any legal proceeding.

B.2 Agreement to Arbitrate

You and CHAINS agree that subject to paragraph B.1 above, any dispute, claim, or controversy between you and CHAINS that arises in connection with, or relating in any way, to these Terms, or to your relationship with CHAINS as a user of CHAINS Services (whether by contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by a mandatory final and binding individual arbitration rather than a class action, except as set forth below under Exceptions to the Agreement to Arbitrate. You and CHAINS further agree that the arbitrator shall have the exclusive power to rule on his or her jurisdiction, including, without limitation, any objections with respect to the existence, scope, or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court, including, if applicable, attorney fees, except the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. The arbitration provisions set forth in this Section shall survive termination of these Terms.

B.2.1 Arbitration Rules

The arbitration shall be subject to the Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (the "ICC"), which will be enforced. The arbitration will be administered by the International Court of Arbitration of the ICC. Unless the parties agree otherwise, there shall be only one arbitrator appointed in accordance with the ICC Rules. Any arbitration will be conducted in the English language unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. JUDGMENT ON ANY ARBITRAL AWARD MAY BE GIVEN IN ANY COURT THAT HAS JURISDICTION OVER THE PARTY OR OVER THE ASSETS OF THE PARTY AGAINST WHOM SUCH AN AWARD IS RENDERED.

B.2.2 Time for Filing

Any arbitration against CHAINS must be commenced by filing a request for arbitration within one (1) year after the date the party asserting the claim first becomes reasonably aware of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that period. This one-year limitation period is inclusive of the internal dispute resolution procedure set forth in paragraph 1 of this Clause. There shall be no right to any remedy for any claim not asserted within that time period. If applicable laws prohibit a one-year limitation period for asserting claims. Any claim must be asserted within the shortest period permitted by applicable laws.

B.2.3 Process; Notice:

The party who intends to seek arbitration after the expiration of the Dispute Resolution Period set forth in paragraph 1 must submit a request to the ICC in accordance with the ICC Rules. If we request arbitration against you, we will send a notice to the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all intents and purposes, including, without limitation, the determination of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with CHAINS is up-to-date and accurate.

B.2.4 Seat of Arbitration

The seat of the arbitration shall be Singapore.

B.2.5 Place of Hearing

The location of any in-person arbitration hearing shall be Singapore unless otherwise agreed by the parties.

B.2.6 Governing Law/Jurisdiction

The governing law of the arbitration shall be that of the Republic of Seychelles.

B.2.7 Confidentiality

The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (alongside the "Confidential Information") shall not be disclosed to any non-parties except the tribunal, the ICC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to facilitate the arbitration. Notwithstanding the preceding, a party may disclose Confidential Information to the extent that disclosure may be required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive the termination of these Terms and any arbitration brought under these Terms.

B.3 Class Action Waiver

You and CHAINS agree that any claims relevant to these Terms, or your relationship with CHAINS as a user of CHAINS Services, shall be brought against the other party in arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and CHAINS further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable laws. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including CHAINS.

B.4 Modifications

CHAINS reserves the right to update, modify, revise, suspend, or make future changes to Section 21.2 regarding the parties Agreement to Arbitrate, subject to applicable laws. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Clause is up to date. Subject to applicable laws, your continued use of your CHAINS account shall be interpreted as your acceptance of any modifications to Clause 18 regarding the parties Agreement to Arbitrate. You agree that if you object to the modifications to Clause 18, CHAINS may block access to your account pending closure of your account. In such circumstances, these Terms prior to modification shall remain in full force and affect the pending closure of your account.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.

E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: hello@chains.com.

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