TERMS OF AGREEMENT
1. You shall provide the Services, as more fully described in Schedule 1, in accordance with and subject to the terms in this Agreement. The schedules below form part of this Agreement.
2. In exchange for, and subject to, You providing the Services in a manner consistent with your obligations under this Agreement, the Company shall pay You the fees (“Fees”) as set out in Schedule 1.
3. The provision of Services and the payment of Fees, and the relations between You and Us generally in the context of the Services and the Product shall be further governed by and subject to the terms in Schedule 3 of this Agreement.
SCHEDULE 1: PROMOTER’S SERVICES AND FEES
Services
1. You shall consult and engage with the authorised representatives of the Company and its affiliates in charge of marketing and promoting the Product and the Subject Matter (the “Team”) to gain an accurate understanding of the Product and its business model.
2. The Promoter shall promote the Product and the Subject Matter to its audience in the manner, style, and to a quality standard and quantity agreed with the Team.
3. In carrying out the promotion Services, You shall make available or disclose to the Team access to your social media public channel analytics so that it can be jointly agreed when promotional Services can be done (for example timing of tweets, podcasts, vlogs) for maximal impact and reach.
4. Regardless of any joint agreement pursuant to point 3 above, You agree to time your promotions of the Product and Subject Matter for maximal impact and reach. You agree to advise the Team of such plans prior to the actual promotions being carried out by You. The Team does not need exact times, rather, they need to know what your approach will be, and they need to agree with your approach.
Fees
5. Provided you render and perform the Services to the reasonable satisfaction of the Team the Fees paid to you shall be in accordance to the allocated affiliate commission structure. For the sake of clarity, the Fee is inclusive of any applicable taxes.
SCHEDULE 2: DOS AND DONTS
This schedule sets out standards the Company expects the Promoter to abide by in the course of providing the Services. You agree:
(i) to abide by the DOs in providing the Services; and
(ii) not to indulge in any DONTs in providing the Services.
DOs
1. Do be accurate in representing the ‘Subject Matter’ to your audience.
2. Do provide the ‘Services’ sincerely, honestly, diligently and with the energy that earned you your audience.
3. Do promote the Product and the Subject Matter in line with the guidance of the Company and its authorised representatives.
4. Do ask questions and seek clarifications from the representatives of the Company and the Team from time to time if required before and in the course of promoting the Subject Matter, rather than making assumptions that may not be correct.
5. If you see any copycats or impersonators seeking to promote the Subject Matter or any other material deceptively similar to the content provided to you by the Team, do report this to Us immediately and warn your audience not to fall for scams that may be impersonating or mimicking Us fraudulently.
6. By promoting the Product and the Subject Matter, You must inform your audience that by using the Product, you are engaged in sophisticated and risky asset transactions and you should consult with your own tax, legal and financial advisors before engaging in any transactions.
DONTs
1. Do not make any misrepresentations relating to the Subject Matter to anyone, whether to your audience via your ‘Channels’ or to persons in private.
2. Do not make any defamatory, libellous or disparaging remarks or statements about Us or any other person(s) in promoting the Subject Matter and performing the Services or at any time other time.
3. Do not engage in any objectively ethically questionable, deceptive, dubious, or fraudulent conduct with Us or in the course of providing the Services. If you do, You agree that any paid Fees are returnable to Us on our request and payable Fees may not be paid.
SCHEDULE 3: FURTHER CONTRACT TERMS
This schedule sets out the additional contract terms that govern and regulate the relationship between the Company and the Promoter.
1. Intellectual Property:
a. The materials provided to You by the Team, contain intellectual property of the Company (the “Product IP”). You are granted a limited, non-transferable, non-assignable and revocable license to use this Product IP for the sole purpose of carrying out the Promotions. You get no other rights in the Product IP. You must return the materials containing any Product IP to Us on our request and not reuse these without the Company’s written authorisation.
b. When You promote the Product and the Subject Matter, You will create content (“Promotion Content”) such as social media posts and videos, that will contain your intellectual property as well as Product IP. You agree that the Company and the Team may use all such Promotion Content for its own purposes in connection with the Product. You grant us a perpetual, irrevocable, non exclusive, worldwide, royalty free license to do so. Where any Promotion Content is used by Us we shall attribute the source to You where relevant.
2. Confidentiality:
The terms of this Agreement, the fact, and content, of commercial negotiations and discussions between You and Us, any proprietary and other information of a non public nature (that any reasonable person would consider to be non public information) provided by Us to You is Confidential Information and You shall be under and abide by a duty of confidentiality in respect of the Confidential Information and shall not disclose any Confidential Information to any third party without our written consent. If in doubt, please check with the Team whether particular information provided to you is Confidential Information. These confidentiality obligations shall survive the expiration and/or termination of this Agreement.
3. Term and Termination:
This Agreement commences on and from the date of signing by both Parties. It terminates in any of the following circumstances:
a. the Company may terminate this Agreement immediately by issuing a notice, if the Promoter is in material breach of any of the terms and conditions of this Agreement; or
b. Conclusion of the performance of the Services by You and payment of your Fees by Us.
For the sake of clarity, in the event this Agreement is terminated in accordance with clause 3.a. of Schedule 3, the Promoter shall not be entitled to any Fees.
4. Exclusivity:
During the term of this Agreement, You agree not to promote any other projects directly competing with the Product.
5. Relationship:
You agree you are an independent contractor to the Company and the Team. No less and no more.
6. Liability and Indemnification:
Neither Party shall be liable to the other for any indirect, special, or consequential damages save in the event of intentional fraud. Each Party agrees to indemnify and hold harmless the other Party from money damages, expenses, and costs resulting directly from a Party’s negligence or intentional breach of this Agreement.
7. Disputes:
Any disputes arising under or relating to this Agreement shall be resolved as follows: First, by mutual negotiation between the Parties. Second, if mutual negotiation does not resolve a dispute within thirty (30) days of the Parties first meeting to negotiate a resolution to the dispute, by mediation in the UAE pursuant to mediation rules and a single mediation selected by Us. Third, in the event mediation does not resolve a dispute within thirty (30) days of the Parties first meeting for a mediation session with a mediator present, by either Party referring the dispute for resolution by arbitration by a single arbitrator in accordance with the then applicable rules of the Dubai International Arbitration Centre (which rules are hereby incorporated by reference and which rules shall apply for the appointment of the single arbitrator). The seat of arbitration shall be Dubai, the language of the arbitration and award shall be English.
8. Residual Terms:
a. Assignment: We may assign this Agreement to another entity in the group of companies the Company is a part of without your consent, provided the assignee remains liable to and has the capacity to pay your Fees.
b. Notices: Any notices required to be given under this Agreement shall be delivered to the following email addresses of the Parties:
The Company:
Attention: BITFLEX Ltd.
Email: affiliate@bitflex.com
The Promoter:
The email that you have submitted during the application process.
c. Amendment: Any amendment to this Agreement is required to be mutually agreed and in writing between the Parties.
d. Governing Law: This Agreement is governed by the laws of the Republic of Singapore without reference to its conflict of law rules.
e. Entire Agreement: This Agreement constitutes the entire agreement between the Parties.
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