Affiliate Referral Program Terms and Conditions
Bit Trade Pty Ltd
Affiliate Program Terms and Conditions
- Affiliate: a party (individual, company, trust or partnership) who, acting in the course of its business, introduces clients to BTL for the purpose of conducting transactions in Blockchain Assets supported by BTL.
- Affiliate Commission: the percentage set out in the Schedule applied to the gross revenue from settled trades as a result of the referral of Traders by the Affiliate.
- Affiliate Program: the arrangement between BTL and its Affiliate providing for the referral of clients to facilitate the sale and purchase of Blockchain Assets.
- Blockchain Assets: digital currencies such as Bitcoin and alternative digital currencies including Ether, Ripple, Litecoin, Bitcoin Cash (known collectively as AltCoins).
- BTL: references to BTL in this agreement include where appropriate any Related Parties of Bit Trade Pty Ltd.
- Referred Client: An (individual or other entity) that becomes a customer of BTL as a result of an introduction by the Affiliate
- Sign-Up: Means a client who creates a verified account with BTL.
- Existing & Active Customer: A customer who has signed up and purchased/sold blockchain assets with BTL within the past 12 months.
- Inactive Client: A referred client who does not place a trade for 12 months is deemed inactive and will no-longer be recognised as a referred client for the affiliate
- Intellectual Property includes but is not limited to the BTL Trademarks, logos, copyright, know-how, patents, client lists, banners, creatives, the BTL Trade platform, literature, business strategies, e-books, tables, charts.
- Related Entity: any entity that, directly or indirectly, is controlled by, or is under common control with BTL. Where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
- Territory: means the territory specified in the Schedule, if any.
2. Scope and Terms of Agreement
- The parties agree to enter into an Affiliate Referral Program on the terms of this Agreement, where the affiliate will refer clients to BTL for the purposes of trading in digital assets. BTL will pay commissions to the Affiliate for trades settled with referred clients.
- The Term is enduring and BTL must notify the Affiliate 30 days prior any proposed changes to the agreement. BTL may also terminate this agreement by providing 30 days written notice, with or without cause.
- Affiliates will be provided a tracking link and will only be paid commissions for new clients who are not existing & active customers of BTL and sign up to BTL with the tracking link within 45 days of the activation of the tracking cookie.
3. Affiliate Obligations
- The Affiliate undertakes during the Term of this Agreement:
- To comply with the terms of this Agreement, as amended from time to time.
- To comply with all applicable laws and regulations, in the Territory (including but not limited to, financial services regulations, data protection and anti-spamming rules);
- To comply with BTL’s branding and Intellectual Property guidelines;
- To use its best endeavors to promote and market the services of BTL within the Territory to prospective Clients; and
- The Affiliate will bear the establishment and operational costs and expenses for any marketing and promotional activities conducted under the terms of this Agreement.
- The Affiliate shall accurately represent the contractual relationship with BTL and/ or its Related Entities and will not provide investment or financial advice to Clients with 4. regard to services offered by BTL.
- The Affiliate must provide true and complete information to BTL, as this may be reasonably requested, about itself and its activities. It is agreed that with respect to the transactions conducted using BTL’s services, the Clients are customers of BTL, and not the Affiliate’s.
- The Affiliate may not without the prior written consent of the BTL, use or register a domain name or keywords, search terms or other identifiers of activities with BTL’s name or any similar name or term which may cause confusion as to the ownership of Intellectual Property rights of BTL.
4. Commission Scheme
- BTL will pay the Affiliate a commission equivalent to 25% of revenues earned from the Affiliate’s Referred Clients. The total amount of Commission payable shall be determined on a monthly basis on settled transactions with referred clients. Commission is payable monthly in arrears, no later than the last day of each month following the month during which such fees have accrued.
- BTL will conduct verification and checks concerning all referred clients in accordance to the requirements of any applicable law and the BTL’s internal verification process.
5. Intellectual Property and Branding
- BTL will grant the Affiliate a limited, revocable, non-transferable and non-exclusive, license to use, within the Territory, BTL marketing and promotional material, including but not limited to banners, creatives, content, logos, trademarks, copyright, literature for use during the Term. All Intellectual Property licensed under this Agreement belongs solely and exclusively to BTL and cannot be used, transferred or assigned to a third party without a prior written permission by BTL.
- Any use of any BTL Intellectual Property for the purpose of marketing and promoting BTL Services will be as is, without any interference, manipulation or amendment.
- BTL promotional materials shall be used only for the periods determined by BTL and in accordance with BTL Branding Guidelines.
- BTL may, upon reasonable prior notice and at its sole discretion, direct the Affiliate to amend or withdraw particular logos, marks, branding or marketing materials or any other BTL Intellectual Property.
6. Data Protection
- BTL will provide transaction reports to the Affilaite and all related commission information in a non-identified format for payment and statistical purposes only.
- Each Party acknowledges and agrees that any and all information associated with the other Party’s business and not publicly known, including, but not limited to, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, BTL’s Intellectual Property, addresses and other information regarding customers and prospective customers, product designs, sales, costs, content, marketing and promotional material and other unpublished financial information, business plans and marketing data, is confidential and proprietary information (“Confidential Information”), whether or not marked as confidential or proprietary. Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations here-under. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information.
8. Disclaimer of Warranty
BTL makes no warranties hereunder, and expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. without limiting the foregoing. BTL further disclaims all representations and warranties, express or implied, that BTL services or products and platforms do not infringe or otherwise violate any intellectual property or other proprietary right of any third party in any jurisdiction, including, but not limited to, the territory. You understand and agree that that BTL services and products (including the platform) may not satisfy all of the clients’ requirements, may not be suitable for all clients and may not be uninterrupted, accessible or error-free.
9. Limitation of Liability
- BTL, its directors, officers, employees and related entities, shall have no liability for any lost profits and/or any indirect, consequential, special, incidental or punitive damages, arising out of the products, platforms, the services, the website or software failure, viruses, system failure (including, internet connection, electricity power cut, telephone communication failure, high Internet traffic demand, malicious interference / access to your system or ours, hardware error, mobile applications non-compatibility with our system, including our proprietary or third party system). BTL cannot guarantee that the software and / or the system, that we own or we manage, on behalf of a third party, is uninterrupted and error free or available at all times.
- In any event, BTL’s liability to affiliate under this agreement for any reason will be limited to the amounts paid to affiliate by BTL during the six (6) month period immediately preceding the event giving rise to the claim for damages. this limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations.
You agree to indemnify, defend and hold harmless BTL and any of its Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, brought by a third party, including reasonable legal fees, to the extent that such action is based upon or arises out of: (a) Your breach or alleged breach of any representation, warranty, obligation or covenant under this Agreement; (b) gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to BTL and /or its Related Entities and/or the Company’s platform granted by You to any third party.
11. General Provisions
- Force Majeure. If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable due to certain unforeseeable events, including but not limited to acts of God, war, governmental decree, natural disasters, power failure, failure in communication lines or other network failure, judgment or legal order, strike, or other circumstances, beyond that Party’s reasonable control, such Party shall be excused from the performance of the Services to the extent that it is prevented, hindered or delayed by such cause.
- Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
- Taxation. You may be liable to pay taxes arising out of your cooperation with BTL, usually related to the profits You make, depending on the local jurisdictions in which you are a tax resident in. BTL does not collect any taxes on your behalf. Also, BTL does not provide you with any tax advice and BTL does not deal with any tax related issues. Please address any tax related concerns to Your tax advisor. BTL will require you to issue a valid tax invoice for GST purposes for the value of the Commission, as per the “A New Tax System (Goods and Services Tax) Act 1999”. Upon receipt of the tax invoice, Commission will be paid as per clause
- Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.
- No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
- Entire Agreement. This Agreement, sets forth the entire agreement and understanding between the Parties and it supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. No amendment or modification of any provision of this Agreement shall be valid unless set forth in writing.
- Assignment. The terms of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective successors, assigns and legal representatives. The Affiliate shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations here-under, to any third party without BTL’s prior written consent.
- Applicable Laws. This Agreement shall be governed, construed and enforced in accordance with the laws of New South Wales. Each Party agrees that any legal action, proceeding, controversy or claim between the parties arising out of or relating to this Agreement will be brought exclusively before the courts of New South Wales.