AFFILIATE PROGRAM AGREEMENT
Last updated: January 18, 2019
This Agreement (“Agreement”) is a legal contract between Abberton Trading Limited incorporated under the International Business Companies Act of 2016 of the Republic
of Seychelles (“Overbit”, “we”, “us”, the “Owner) and “you”. The Agreement sets forth the terms and conditions of your use of Overbit Affiliate Program.
Overbit is a Bitcoin-based trading platform that is wholly owned by Abberton Trading Limited.
- The name of this affiliate program is the Overbit Affiliate Program (the “Affiliate Program”).
- You attest that you are of legal age to enter into this Agreement.
- The term “the Recipient” or “you” refer to the individual who applies for and
is accepted into the Affiliate Program. The term “the Owner” refers to the sponsor
of the Affiliate Program. The term “the Owner’s website” refers to the website refers to the website that the Owner maintains. The term “the Recipient’s website” refers to the website on which the Recipient agrees to place a link to the Owner’s website. “Merchandise” means all products, merchandise and stock that
is offered for sale through its website.
- AFFILIATE PROGRAM REGISTRATION
To enrol and participate in the Affiliate Program, you must be a natural person and have
an active Overbit account.
- REMOVAL FROM AFFILIATE PROGRAM
The Owner reserves the right to remove ANY Affiliate at its sole and absolute discretion. The Recipient will have no legal recourse against the Owner for the removal of the Recipient Affiliate Program.
If we remove your program, for any reason, you may not re-apply to the Affiliate Program utilising the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. Overbit, at its sole discretion reserves the right to notify or not notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.
- REASONS FOR REJECTION
Without limiting the right to reject any application for any reason whatsoever in the Owner’s absolute discretion, the Recipient application will be removed if it is incomplete, if the Recipient’s website contains images or content that is not acceptable to Owner
or is inconsistent with the image that the Owner wishes to create in association with its website, or if the Recipient’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Recipient’s site contains any material that appears to the Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
Anyone located in or resident of the United States of America, Québec (Canada) and any other restricted jurisdiction is prohibited from:
- acting as an affiliate of Overbit;
- making any referrals as an affiliate to Overbit; and
- receiving any commission(s) otherwise due to an affiliate that is not located in or
a resident of a restricted jurisdiction. Anyone referred to Overbit by anyone located
or resident in the United States of America, Québec (Canada) or another restricted jurisdiction or by any other non-permitted referral will not receive any fee discount from Overbit.
Residents of Cuba, Crimea and Sevastopol, Iran, Syria, North Korea and Sudan, or any other jurisdiction where the services offered by Overbit are restricted are also prohibited from participating in the affiliate program.
- TERMINATION AFTER ACCEPTANCE
Even after the Owner has accepted the Recipient as an Affiliate Program member, the Owner reserves the absolute right to rescind or terminate the Recipient affiliate status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.
Commissions under this Agreement will be paid to you based on a sliding percentage of fees paid by referred users. This percentage will increase as the total turnover of referred accounts increases. An increase in your account’s percentage will not lead to retroactive payments. Payments are made daily directly into your account. Overbit will track all Commissions earned and may, at its sole discretion, decide not to pay any Commission to you should we believe that any referral has been made in violation of its guidelines, in any breach of this Agreement or Overbit Terms and Conditions due to visitor, user or customer fraud, or visitor, user or customer contract cancellation.
Overbit is under no obligation whatsoever to pay any Commission to anyone who does not strictly follow this Agreement and its guidelines, as modified from time to time.
- NO REPRESENTATIONS REGARDING INCOME POTENTIAL
The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Recipient affiliate status.
- RESPONSIBILITY TO LINK THE OWNER’S SITE
- As a Program Affiliate, the Recipient will have the obligations to place links on its site directing users to the Owner’s site. The Owner will make available to the Recipient button links, text links, and banner advertisements to be placed on the Recipient’s website which will direct users to Owner’s website via hypertext link.
As a Program Affiliate, the Recipient is given a limited term license, during the term
of the Recipient active participation as a Program Affiliate, to utilise the Owner’s logo images provided to the Recipient on the website that the Recipient designates
in the Recipient Affiliate Program Application.
- The Owner makes available to its Affiliates, links, banners and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary information. The Recipient may display these materials on the Recipient’s website for the purpose of promoting
the Owner’s site and participating in this Affiliate Program. If the Recipient discontinues the Affiliate Program or if the Recipient participation is terminated
for any reason, the Recipient will immediately cease using these materials and will delete all such materials from its website and from its computer(s). The Recipient must obtain the Owner approval of all links to the Owner’s site that the Recipient place on its website. The Recipient will cooperate with the Owner in
the establishment and placement of links on the Recipient’s website.
- The Recipient will only be permitted to use the links that the Owner provided to the Recipient on the website that the Recipient designate in the Affiliate Program Application. Any additional websites or entities will require additional submissions
of Affiliate Program Applications and approval by the Owner.
- The Recipient will not modify the links or other materials that the Owner provided
to the Recipient or the placement of the links on the Recipient’s page. The Recipient consent to the Owner monitoring the Recipient’s website to determine continued compliance with this Agreement.
- The Recipient consents to the Owner including information relative to traffic from the Recipient’s site in the Owner reports. This information may be provided to outside parties.
- ANTI-SPAM POLICY
The Owner maintains a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate (Recipient) or similar agent acting on the Recipient’s behalf. As such, the Owner reserves the right to terminate any violating Recipient’s account or any part thereof, without notice or compensation.
Any Recipient’s found to be involved in a SPAM/UCE campaign, including flooring newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows:
- The Recipient’s account will be closed immediately, without burden of notice
to any investigating authorities or anti-Spam organisations.
- The Recipient will be held accountable for any monetary damages suffered by the Owner, sustained through contravention of this Affiliate Program Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration.
- TRADEMARKS AND COPYRIGHTS
- The Recipient will have a non-exclusive, limited term license to use the trademarks, logos and copyrighted material that the Owner provided to the Recipient for use solely on the home page that the Recipient designate in the Recipient Affiliate Program Application. The Recipient may only use the images that the Owner specifically makes available to the Owner Affiliate Members at the area of its website that is specifically designated as approved images for Affiliate Program Members. The Recipient may not distribute, reproduce, modify, and amend, these images in any way. The Recipient may use these images only for the purposes of promoting
the Owner’s website and products on the Recipient’s website in compliance with
the Affiliate Program policies and procedures and the terms of this Agreement.
The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Affiliate Program.
- The Recipient is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any other party and which may appear on the Owner’s website.
- The Recipient grants to the Owner an non-exclusive right and license to use the Recipient’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Recipient participation in the Owner Affiliate Program. The Recipient represents and warrants to the Owner that no other party has any rights in and to any of these materials and that these materials do not infringe upon
or otherwise interfere with the rights of any other party. The Recipient represents and warrants to be the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. The Recipient represents to have the right, power, and authority to license said materials to the Owner as aforesaid and that the Recipient is not under any legal
or contractual limitation on the right to so license these materials. The Owner has
no obligation to announce, advertise, market, or promote the Recipient participation in the Owner Affiliate Program, but reserves the right to do the same at its sole discretion.
- PRODUCT AND SERVICE AVAILABILITY
The Owner cannot guarantee product and/or service availability or the term of any price or special promotion or offer.
The Recipient is responsible for all matters pertaining to the Recipient’s own website including its development, maintenance, operation and placing links on the Recipient’s site in compliance with the terms of the Affiliate Program. The Recipient is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon
or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Recipient’s site or the content thereof and the Recipient holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Recipient’s website and business. Such indemnity includes the Owner costs and attorney fees in defending any such matter. The Recipient represents and warrants to the Owner that its site does not and will not contain any materials that are illegal and that the Recipient’s site is not operated for an illegal purpose or in an illegal manner.
- REPRESENTATIONS AND WARRANTIES
The Recipient hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorised
by all necessary corporate or other organisational actions and approvals. The Recipient’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
The effectiveness of this Agreement shall not commence until the Recipient Affiliate Program Application is accepted by the Owner. The effectiveness hereof and binding effect shall occur upon the Owner acceptance of the Recipient Affiliate Program Application. The Agreement shall remain in full force and effect until terminated by the Recipient or by the Owner.
You agree that Abberton Trading Limited can modify this Agreement anytime and you agree to be bound by any changes.
- ASSIGNMENT AND RESALE
Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable.
- THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIS AND LIABILITY RLATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCSS ITS WEBSIE USING THE LINK FROM THE RECIPIENT’S WEBSITE. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HERBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE RECIPIENT PARTICIPATION IN THE AFFILIATE PROGRAM, THE RECIPIENT ABILITY TO MAKE ANY COMMISSION OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTIBILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
- THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTIAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPOIRTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
- Without limiting the foregoing, the Owner total liability for any damages arising hereunder shall never exceed the total Commissions paid and payable by the Owner pursuant to the terms thereof.
In the event that any information is disclosed to the Recipient through the Recipient participation in the Affiliate Program related in any way to the Owner company and business which the Owner deems to be confidential and proprietary, the Recipient agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Recipient own purpose. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Affiliate Program (which the Owner shall have no obligation to make) or any special treatment that the Recipient may receive (which the Owner reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to the Owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.
The Recipient hereby indemnifies and holds the Owner, and all the Owner stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Recipient participation in the Affiliate Program, any claims that any of the Recipient trademarks and other proprietary material infringe upon the rights of any other party, the Recipient breach of any term, covenants, condition, representation or warranty, contained in this Agreement or any policies of participation in the Affiliate Program or any claim related directly to the Recipient use, operation or the content of the Recipient’s website.
The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of
a breach of any provision hereof be taken or held to be waiver of the provision itself.
- GOVERNING LAW
This Agreement shall be interpreted under the laws of Seychelles. Any and all illegal actions relative hereto shall be in the courts of the Republic of Seychelles.
- RELATIONSHIP OF THE PARTIES
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be constructed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Recipient has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Recipient shall not hold itself out as an agent or representative of the Owner.
- FORCE MAJEURE
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labour strike; lockout; boycott; supplier failures, shortages, , breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Abberton Trading Limited, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event
a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Abberton Trading Limited may immediately terminate this Agreement.