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1.1. These General Terms and Conditions of Nexo Affiliate Program (“Terms”), together with the affiliate agreement concluded on the basis thereof (“Affiliate Agreement”) shall govern the relations between third parties (“Partners”) and any holding company, subsidiary or entity belonging to the Nexo group of companies (“Nexo”), while Partners and Nexo are hereinafter separately referred to as “Party” and jointly - as “Parties”, in regard to Partners' participation in the Nexo affiliate program (“Nexo Affiliate Program”).
1.2. The Partner undertakes to make referrals to Nexo of potential end users of the crypto credits offered by Nexo (“Nexo Crypto Credits”) through the website www.nexo.io (“Nexo Platform”), under the conditions and against consideration agreed in the Affiliate Agreement and these Terms.
1.3. The Partner acknowledges and agrees that these Terms are non-exclusive and Nexo may appoint other agents, consultants, contractors or other third parties to perform the same or similar activities.
1.4. These Terms do not create any joint venture, partnership, agency, or employment relationship between the Parties. The Partner and Nexo are independent contractors with respect to one another under these Terms. Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other.
1.5. The Partner acknowledges and agrees that Nexo may change the Terms at any time and in its sole discretion, of which change the Partner shall be duly notified by Nexo. The Parties agree that no such change shall affect Nexo’s obligation to pay the Partner the consideration due for referred end users of the Nexo Crypto Credit (“Referred Customers”) prior to the effective date of any change. The Partner further acknowledges and agrees that the Partner’s continued participation in the Nexo Affiliate Program following the effective date of any change shall be deemed Partner’s acceptance of such a change, and shall be binding on the Partner.
2.1. Nexo shall provide the Partner with materials like images, videos and other creative materials (“Materials”). The Materials shall include but are not limited to the materials integrated in the Nexo Affiliate Program’s landing page.
2.2. Nexo shall provide the Partner with a unique UTM link (“Partner’s Link”), designated for distinguishing the different Partners in the Nexo Affiliate Program. The Partner shall place the Partner’s Link and Materials on its website, mobile application, social media, blog post, and/or other channels.
2.3. The Nexo Affiliate Program is designated for referrals of end users who have not used the Nexo Crypto Credit. A Referred Customer may be every individual, aged at least 18, when all of the following conditions are met thereby:
2.3.1. The Referred Customer registered for participation in the Nexo Affiliate Program (i) while the Partner’s Link was in the Referred Customer’s URL, or (ii) the Referred Customer has used one and the same e-mail in both the Nexo Affiliate Program’s landing page and the Nexo Platform;
2.3.2. The Referred Customer has completed Advanced KYC, consented to and complied with all requirements set forth in the Nexo Crypto Credit General Terms and Conditions;
2.3.3. The Referred Customer has been granted Nexo Crypto Credit(s).
2.4. Nexo reserves the right to deny granting a Nexo Crypto Credit on any and all grounds specified in the Nexo Crypto Credit General Terms and Conditions.
3.1. The Partner shall receive consideration in case a Nexo Crypto Credit is granted to a Referred Customer (“Affiliate Referral Fee”), in NEXO tokens, the USD equivalent of which amounts to a certain percentage of the relevant Nexo Crypto Credit.
3.2. The Nexo Crypto Credits shall be eligible to an Affiliate Referral Fee only if granted to a Referred Customer within the first twelve (12) calendar months after registration and completion of Advanced KYC at the Nexo Platform bythis Referred Customer in accordance with he Nexo Crypto Credit General Terms and Conditions. Nexo shall assess each Nexo Crypto Credit for compliance with the Nexo Affiliate Program’s requirements independently from other Nexo Crypto Credit(s) of the same Referred Customer. For avoidance of doubt, the Nexo Crypto Credit(s) granted to end users having several accounts at the Nexo Platform shall be eligible for an Affiliate Referral Fee only if granted to the end user in his/her capacity of a Referred Customer as per the Terms.
3.3. The Affiliate Referral Fee shall be paid to the Partner:
3.3.1. upon accumulation of а USD equivalent equal or exceeding USD 1,000, or
3.3.2. on every six (6) months period running from the date of signing of the Affiliate Agreement, respectively from the prior payment of the Affiliate Referral Fee, regardless of its amount at the end of any such 6-month period.
3.4. The Affiliate Referral Fee shall be paid in NEXO tokens to the Nexo Account designated by Partner, in other digital assets accepted by Nexo, or in a fiat currency, as specified in the Affiliate Agreement.
3.5. The Partner shall be subject to the tax regulation in its jurisdiction and shall be fully responsible for any filing/reporting and paying any tax due to the competent tax authority, as required by the applicable law. Nexo shall not be required to compensate the Partner for its tax obligations or advise it in relation to its tax issues.
4.1. The Partner shall not have the authority to make any commitments or enter into any agreements or to incur any liabilities whatsoever on behalf of Nexo, nor shall Nexo be liable for any acts, omissions, contracts, commitments, promises, or representations made by the Partner.
4.2. Neither Partner nor its directors or employees shall make any representations or warranties relating to the Nexo Crypto Credit, except to those disclosed in the Materials. The Partner agrees that neither the Partner nor any affiliates thereof will impose or collect a fee of any kind, including but not limited to any administrative fee, affiliate or referral fee or similar from any Referred Customer in relation to the Nexo Affiliate Program.
4.3. The Partner represents and warrants that (i) it is not subject to any limitation or restriction that would prohibit, restrict or impede the performance of its obligations under these Terms, and (ii) it shall comply with all local, state and federal laws, rules and regulations, governing the performance of its obligations under these Terms.
4.4. The Partner represents and warrants that neither the Partner nor any of its affiliates or officers, directors, brokers or agents (i) has violated any anti-terrorism laws; (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering; (iii) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs; (iv) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other law; (v) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any person described in clauses (iii) or (iv) above; (vi) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any anti-terrorism law; or (vii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-terrorism law.
5.1. Subject to these Terms, Nexo hereby grants to the Partner a non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free license to use any name, logo, tagline, or other designation displayed on any display screen within the Materials solely for the purpose of the Nexo Affiliate Program.
5.2. The Partner agrees and understands that Nexo is the exclusive owner and retains all ownership, right, title, and interest in and to its trademarks, service marks, logos, patents, know-how, research, publications, agreements, trade and company names, etc. related to the design, implementation or operation of the Nexo Affiliate Program and/or integrated in the Materials.
6.1. The term of the Affiliate Agreement shall commence on the date of its signing and shall continue for a period of one (1) year unless earlier terminated as provided herein.
6.2. In the event that the Partner breaches any provision of these Terms or the Affiliate Agreement, Nexo may terminate the latter by notice to the Partner having an immediate termination effect. In case the Partner uses fraudulent methods or otherwise attempts to circumvent these Terms, the Affiliate Agreement or the Nexo Crypto Credit General Terms and Conditions, Nexo reserves the right to disqualify the Partner’s referrals from an Affiliate Referral Fee and to terminate the Affiliate Agreement by notice to the Partner having an immediate termination effect.
6.3. Each Party reserves the right to terminate the Affiliate Agreement upon providing the other Party with a thirty (30)-day advance notice.
6.4. The termination of the Affiliate Agreement will not affect any other right or remedy of either Party.
7.1. The Partner agrees to indemnify and hold Nexo harmless from and against any claims, losses, costs, damages, liabilities, penalties, fines or expenses (including court costs, costs of appeal and reasonable fees of attorneys and other professionals) arising out of: (i) any Partner’s negligent act or omission or willful misconduct; (ii) any Partner’s breach of its representations, warranties and obligations hereunder; and (iii) any act or omission of the Partner in marketing or promoting the Nexo Affiliate Program, including without limitation, misrepresenting to potential end users the Nexo Affiliate Program or the terms under which the latter is made available by Nexo.
7.2. In no event shall Nexo’s aggregate liability for any loss or damage arising in connection with these Terms and the Affiliate Agreement exceed the total amount of the Affiliate Referral Fee paid to the Partner. The foregoing limitations of liability shall apply to the fullest extent permitted by the applicable law.
7.3. In no event shall either Party be liable to the other, for any type of incidental, special, exemplary, punitive, indirect or consequential damages, whether arising under theory of contract, tort, or otherwise, even if notified in advance of such possibility.
8.1. The Parties agree that all notices in relation to these Terms and the Affiliate Agreement shall be delivered by e-mail.
8.2. The headings herein are inserted for the convenience of the Parties only and are not to be considered when interpreting these Terms or the Affiliate Agreement.
8.3. In the event that any of the provisions of these Terms or the Affiliate Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Terms or the Affiliate Agreement.
8.4. The waiver by either Party of a breach, default, delay or omission of any of the provisions of these Terms or the Affiliate Agreement by the other Party will not be construed as a waiver of any subsequent breach, default, delay or omission of the same or other provisions.
8.5. The relations between the Parties shall be governed by these Terms, the Affiliate Agreement and the Nexo Crypto Credit General Terms and Conditions, where applicable.
8.6. These Terms and the Affiliate Agreement shall be governed exclusively by the laws of England and Wales.
8.7. Any dispute arising out of or in connection with these Terms and the Affiliate Agreement, unless amicably settled between the Parties, shall be referred to the competent court in London, England. The Partner agrees that any dispute resolution proceeding subject to the applicable law under the preceding sentence shall be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated or representative action or proceeding. No court or other dispute resolution authority can consolidate or join more than one claim and can otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded cannot affect other Partners of Nexo.