Referral Agreement

The CryptoSea Affiliate Program standard terms and conditions form an “Agreement” between you and CryptoSea. The Agreement applies to your participation in the CryptoSea Affiliate Program (“Program”). If you are participating or registering on behalf of a business, then the term “you” means such business, and you represent and warrant that you have the authority to bind that business to this Agreement. In this Agreement, “CryptoSea”, “we”, or “us” means SDC Capital FZCO, address: Dubai Silicon Oasis, DDP, Building A2, Dubai, Postal code: 0000, United Arab Emirates, license number 16323.

By participating or registering to participate in the Program, or otherwise indicating your acceptance of this Agreement (such as by clicking a button or checking a box on a web page), you agree to this Agreement, which may be amended from time to time by CryptoSea.

All capitalized terms used herein and not otherwise defined in this Agreement will have the meanings set forth in the Terms of Use.

1. 1. INTRODUCTION

   The Program offers contracted participants (“Affiliate”) the opportunity to get paid different commission rates, by means of inviting new users to register and trade on CryptoSea, in accordance with the terms of this Agreement, including the Program Terms (collectively, “Program Activities”). This Agreement gives you the right to conduct Program Activities through your contracted participation in the Program.

2. 2. ACCOUNT REGISTRATION & TERMS

   1. You must provide your legal full name, a valid email address, and any other information requested in order to complete the sign-up process for an Affiliate account (“Account”)
   2. Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. We do not permit you to share your user name and password with any other person nor with multiple users on a network. Responsibility for the security of any user names and passwords issued (including those of any Invitees) rests with you.
   3. You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any laws in your jurisdiction (including but not limited to copyright laws).

3. 3. REFERRAL LINKS & PROMOTIONS

   1. Once you have signed up for the Program you will be provided with a URL link that must be used to identify you when placing a link from your site, email or other communications to the CryptoSea website - https://cryptosea.com/ (“Website”). It is your responsibility to ensure each such link is correctly formatted.
   2. We may also provide graphical images that can be used within the links to promote CryptoSea. You may not modify these images in any way. We reserve the right to change the images at any time without notice.
   3. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site
   4. You may not use our name or graphics in any bulk email whatsoever unless we have given our advanced written consent. We may terminate the Agreement if any meaningful spam complaints naming us or our services result from your marketing activities.
   5. You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our Services, say you are part of CryptoSea or express or imply any relationship between us and you or any other person or entity, except as expressly permitted by this Agreement.

4. 4. REFERRAL FEES

   1. For the sale of a subscription to be eligible to earn a referral fee, the customer must click-through a link from your site, email, or other communications to the Website and sign up within 90 days of the initial click-through. If they fail to sign up within those 90 days and later return without following your link, you will not earn a referral fee.
   2. We will only pay referral fees on links that are automatically tracked and reported by our systems. For our systems to track the referral, the visitor must have cookies enabled. We will not pay referral fees if someone says they signed up through you but it was not tracked by our system.
   3. The referral fee are specified on the Website. The referral fee will be credited to your Account once the customer pays their subscription. Referral fees are only earned if a customer makes a payment in full.
   4. Affiliates, after at least one successfully completed referral, are entitled to 5% (five percent) discount on the Subscription offer by CryptoSea on the Website.

5. 5. PAYMENT

   1. Accrued referral fees are paid via PayPal on the first day of a given month. You must have a valid PayPal account to receive referral fees, as we do not offer payment via cheque/check, credit card, cash or other method.
   2. Customer payments refunded or payments charged-back due to credit card fraud do not qualify for referral fees. We may delay crediting of referral fees subject to risk analysis considerations and Anti-Money Laundering procedures.
   3. A summary of referral fees is available to the Affiliate by logging into their Account.
   4. The referral fee structure is subject to change at our discretion.
   5. We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
   6. All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your involvement in this Agreement and shall be the responsibility of, and payable by you.
   7. We reserve the right to check and change commissions based on orders actually paid, the notification e-mail is not understood as a confirmed commission - this is only a notification, and every payment will be verified based on real transactions.

6. 6. CUSTOMER DEFINITION

   Every customer who buys a service through this program is deemed to be a customer of CryptoSea. Accordingly, all of our rules, policies, and operating procedures concerning pricing, customer orders, customer service, and services sales will apply to those customers. We may change our policies and operating procedures at any time. CryptoSea is not responsible for any representations made by the Affiliate that contradict our rules, policies or operating procedures.

7. 7. PRICING AND AVAILABILITY

   We will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Services prices and availability may vary from time to time. Because price changes may affect services that you have listed on your site, you should not display services prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular service.

8. 8. COPYRIGHTED AND TRADEMARKED MATERIAL

   You are solely responsible for ensuring that your reviews, product descriptions and articles (if applicable at your site) obey all applicable copyright, trademark, and other laws. CryptoSea will not be responsible if you use another party's copyrighted or trademarked material in violation of the law.

9. 9. TERM OF THE AGREEMENT AND PROGRAM

   The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this Agreement. CryptoSea reserves the right to end the Program at any time.

10. 10. TERMINATION

    CryptoSea, in its sole discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Program, or any other CryptoSea service, for any reason at any time. Such termination will result in the deactivation or deletion of your Affiliate Account, and the forfeiture and relinquishment of all potential or accrued referral fees in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. CryptoSea reserves the right to refuse service to anyone for any reason at any time. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the CryptoSea website and all our images and other materials provided under the Program.

11. 11. RELATIONSHIP OF PARTIES

    You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement.

12. 12. LIMITATIONS OF LIABILITY

    1. CryptoSea and any of the CryptoSea's officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Program.
    2. Nothing in this legal notice shall exclude or limit the CryptoSea's liability for:
       • i) death or personal injury caused by negligence, or
       • ii) fraud; or
       • iii) misrepresentation as to a fundamental matter; or
       • iv) any liability which cannot be excluded or limited under applicable law.
       • If your use of material provided under this Program results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

13. 13. FORCE MAJURE

    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control (a “Force Majeure Event”).
    2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
       • i) strikes, lock-outs or other industrial action;
       • ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
       • iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
       • iv) impossibility of the use of public or private telecommunications networks;
       • v) the acts, decrees, legislation, regulations or restrictions of any government.
       • Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.

14. 14. DISPUTE RESOLUTION AND APPLICABLE LAW

    1. If a dispute arises between you and us, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost-effective means of resolving the dispute quickly. You and us agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Disputes between you and us regarding the services may be reported to the customer service. You and us further agree that you and us shall spend not less than three (3) months on full communication, consultation or mediation before either party submits the disputes in question for arbitration.
    2. This Agreement will be governed by the laws of the Dubai International Finance Centre (‘DIFC”), irrespective of DIFC's conflict or choice of law rules.
    3. You acknowledge and agree that, in case of any dispute, controversy, divergence or claim that can’t be solved by consultation or mediation, including any dispute in connection with the existence, validity, interpretation, performance, breach or termination of this clause or any dispute concerning or arising out of this clause, (collectively referred to as the “Dispute”) , the parties shall submit the Dispute to the International Chamber of Commerce International Court of Arbitration (“ICC International Court of Arbitration”) according to the ICC Rules of Arbitration in effect. The arbitration shall take place in London and apply to applicable laws determined under the ICC Rules of Arbitration. Unless otherwise agreed by the parties hereto, only one arbitrator shall be appointed according to the ICC Rules of Arbitration. The arbitrator shall have the exclusive right to make a ruling on their right of jurisdiction, including but not limited to any objection to the existence, scope or validity of the arbitration agreement or the arbitrability of any claim or counterclaim. The arbitration shall be conducted in English. The arbitrator shall, regardless of the method of arbitration, issue a reasonable written decision to explain the arbitration award, its basic conclusion and the conclusion (if any). The arbitration award shall be final and binding upon you and us, and may be enforced by any court of competent jurisdiction.

15. 15. MISCELLANEOUS

    1. You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We reserve the right to assign our rights without restriction, to any affiliate or subsidiary of us, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assignees.
    2. If any provision of this Agreement is held to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision shall be struck and the validity or enforceability of any other provision of this Agreement will not be affected.
    3. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Services. We will provide these Communications to you by posting them on the Website or through the App, emailing them to you at the primary email address listed in your profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification. You understand and agree that if we send you an electronic Communication, but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you. You may update your information by contacting the customer support at support@cryptosea.com. You may be asked to provide personal information to verify your Account.

Last updated 06/02/2023