Nexo Affiliate Program General Terms and Conditions

1. General rules

1.1. Тhe Nexo Affiliate Program (“Nexo Affiliate Program”) is organized by Nexo Capital Inc., a Cayman Islands company, with its registration number MT-332370 (“Nexo” or “Organizer”). 

1.2. Nexo Affiliate Program aims to attract new end users to Nexo’s services to be referred to Nexo by third parties (“Partners”) and shall be organized by Nexo on a partnership automation platform such as impact.com or other automated solutions platform which may be further chosen by Nexo (“Affiliate Platform”).

1.3. The relations between Partners and 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 shall be governed by the present Nexo Affiliate Program General Terms and Conditions (“Program Terms”), available in the Affiliate Platform.

1.4. “Nexo Platform” means the Organizer’s website: nexo.io and mobile application.

1.5. “Nexo Account” means a person or business account, opened with Nexo, through which а client can use the Nexo Wallet Services, including but not limited to Nexo Crypto Credit and Nexo Earn Interest Product. 

1.6. “Nexo Crypto Credit” and “Nexo Earn Interest Product” means the services offered on the Nexo Platform, fully governed by the Nexo Wallet Services General Terms and Conditions, Nexo Crypto Credits General Terms and Conditions, and Nexo Earn Product General Terms and Conditions (collectively “Nexo General Terms”). 

1.7. “Partner” means any third party who applied for registration with Nexo Affiliate Program through the Affiliate Platform, further approved by Nexo. 

1.8. “Referred Customer” means an individual who has not previously opened a Nexo Account and is invited by the Referring Participant to participate in the Campaign through a Referral Link. 

2. Referral Mechanism

2.1. The Partner undertakes to make referrals to Nexo of new end users of Nexo Crypto Credit and Nexo Earn Interest Product under the conditions and against consideration agreed in these Program Terms. Following a successful registration with the Affiliate Platform, the Partner can access a link generated therein (“Partner’s Link”), designated for distinguishing the different Partners in the Nexo Affiliate Program. 

2.2. Nexo shall provide the Partner with materials like images, videos, and other creative materials (“Materials”), including but not limited to the materials integrated into the Nexo Affiliate Program’s landing page. The Partner acknowledges and agrees that any amendments in the Materials are subject to Nexo’s preliminary written consent.

2.3. The Nexo Affiliate Program is designated for end-users who have not previously opened a Nexo Account. A Referred Customer can be every individual, aged at least 18 when completed all of the following conditions:

2.3.1. Registered a new Nexo Account on Nexo’s website: nexo.io using the Partner’s Link;

2.3.2. Completed Advanced KYC, consented to and complied with all requirements set forth in the Nexo General Terms;

2.3.3. Received Nexo Crypto Credit(s), and/or

2.3.4. Topped up Digital Assets as Nexo Earn Interest Product regardless for a flex term or for a fixed term. 

2.4. Nexo reserves the right to deny Nexo Crypto Credit or Nexo Earn Interest Product on any and all grounds specified in Nexo General Terms, subject to revision at any time at the sole and absolute discretion of Nexo.

3. Affiliate Referral Fee

3.1. The Partner shall receive a consideration (“Affiliate Referral Fee”) consisting of a percentage of the amount of Nexo Crypto Credit(s) granted to each Referred Customer and percentage of the interest generated under Nexo Earn Interest Product(s) by each Referred Customer during the first twelve (12) calendar months following the registration and completion of Advanced KYC at the Nexo Platform by the respective Referred Customer in accordance with all applicable Nexo General Terms. 

3.2. The amount of the consideration defined as a certain percentage, manner of calculation, and payment of the Affiliate Referral Fee shall be specified in the Partner’s registration at the Affiliate Platform subject to approval by Nexo. 

3.3. The Affiliate Referral Fee shall be paid in USD. Partner shall receive its consideration through the Affiliate Platform, operated by Impact Radius Ltd., UK. 

3.4. Nexo shall assess each Nexo Crypto Credit and Nexo Earn Interest Product for compliance with the Nexo Affiliate Program’s requirements independently from other products and services of the same Referred Customer. For the avoidance of doubt, only the Nexo Crypto Credit(s) and Nexo Earn Interest Product(s) of Referred Customers who have used the Partner’s link when opening their Nexo Account shall be eligible for an Affiliate Referral Fee. 

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. Representation and Warranties

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. Intellectual Property

5.1. Subject to the Program 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 into the Materials.

5.3. Partners are fully prohibited from bidding on Nexo’s brand, trademarks, or products and services names in paid search. Each and every violation of this prohibition shall lead to immediate disqualification from the Nexo Affiliate Program.

6. Term and Termination

6.1. The agreement between Partner and Nexo shall commence on the date of Partner’s registration at the Nexo Affiliate Program and shall continue for an unlimited period until its termination. 

6.2. In the event that the Partner breaches any provision of the Program Terms, 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 the Program Terms or Nexo General Terms, Nexo reserves the right to disqualify the Partner’s referrals from an Affiliate Referral Fee by notice to the Partner having an immediate termination effect.

6.3. Each Party reserves the right to terminate the participation with Nexo Affiliate Program upon providing the other Party one (1)-day advance notice.

7. Indemnification

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 Program 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 the Program Terms 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. Miscellaneous

8.1. 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. 

8.2. 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. 

8.3. The Partner acknowledges and agrees that Nexo may change the Program 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 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.

9. Additional provisions

9.1. The Parties agree that all notices in relation to the Program Terms shall be delivered by e-mail. 

9.2. The headings herein are inserted for the convenience of the Parties only and are not to be considered when interpreting the Program Terms.

9.3. In the event that any of the provisions of the Program Terms 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 Program Terms or the Affiliate Agreement.

9.4. The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Program Terms 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.

9.5. The relations between the Parties shall be governed by these Terms and Nexo General Terms, where applicable. 

9.6. The Program Terms shall be governed exclusively by the laws of England and Wales. 

9.7. Any dispute arising out of or in connection with the Program Terms, 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.