This Agreement was last revised on 17th April 2020.
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”) and “you” ("the Affiliate"). The Agreement sets forth the terms and conditions of your use of the 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”). By signing up to become an affiliate, you represent and warrant to Overbit that:
1. Affiliate Program Registration
To enroll and participate in the Affiliate Program, you must be a natural person and have an active Overbit account.
2. Removal from the Affiliate Program
Overbit reserves the right to remove ANY Affiliate at its sole and absolute discretion. The Affiliate will have no legal recourse against Overbit for the removal of the Affiliate Program.
If we remove your program, for any reason, you may not re-apply to the Affiliate Program utilising the same domain/ URL/ channel or reapply using a different domain/ URL/ channel name and then add the previously rejected domain /URL/ channel 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.
3. Reasons for Rejection
Without limiting the right to reject any application for any reason whatsoever in Overbit's absolute discretion, the Affiliate application will be removed if it is incomplete, if the Affiliate's channel contains images or content that is not acceptable to Overbit or is inconsistent with the image that Overbit wishes to create in association with its website, brand, or if the Affiliate's channel 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 Affiliate's channel contains any material that appears to Overbit to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
Restricted Jurisdictions are listed in paragraph 5 of the Terms and Conditions. Anyone located in or is resident of a restricted jurisdiction is prohibited from:
4. Termination After Acceptance
Even after Overbit has accepted the Affiliate as an Affiliate Program member, Overbit reserves the absolute right to rescind or terminate the Affiliate's 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 the notional value of trades your referred users make. Second-tier commission payments may also be made according to the notional value of your second tier users' notional value of trades. An increase in your account’s percentage will not lead to retroactive payments. Payments are made daily directly into your account in the currency your referred users deposited and traded. 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's 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.
6. No Guarantees Regarding Income Potential
Overbit makes no guarantees 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 Affiliate's status. Any estimations provided are based on potential user trading activity and subject to change subject to market conditions.
7. Responsibility to Link Overbit's Website
8. Anti-Spam Policy
Overbit maintains a Zero-Tolerance policy against SPAM, be it direct, third party or any Affiliate or similar agent acting on the Affiliate's behalf. As such, Overbit reserves the right to terminate any violating Affiliate's account or any part thereof, without notice or compensation.
Any Affiliates found to be involved in a SPAM/ UCE (unsolicited commercial e-mail) campaign, including flooding newsgroups, distributing messages to users that do not want the information or any other abuse contravening UCE legislation will be met as follows:
9. Trademarks and Copyrights
10. Product and Service Availability
Overbit cannot guarantee product and/or service availability or the term of any price or special promotion or offer.
The Affiliate is responsible for all matters pertaining to the Affiliate's own channel(s) including its development, maintenance, operation and placing links on the Affiliate's channel(s) in compliance with the terms of the Affiliate Program. The Affiliate is completely responsible for all items that appear on its channel(s) and for assuring that such items do not infringe upon
or violate the rights of any other party. Overbit is not responsible for any matter pertaining to the Affiliate's channel(s) or the content thereof and the Affiliate holds Overbit harmless and indemnifies Overbit from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Affiliate's channel(s) and business. Such indemnity includes Overbit's costs and attorney fees in defending any such matter. The Affiliate represents and warrants to Overbit that its channel(s) does not and will not contain any materials that are illegal and that the Affiliate's channel(s) is not operated for an illegal purpose or in an illegal manner.
12. Representations and Warranties
The Affiliate hereby represents and warrants to Overbit 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 Affiliate'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 Affiliate Program Application is accepted by Overbit. The effectiveness of hereof and binding effect shall occur upon Overbit's acceptance of the Affiliate Program Application. The Agreement shall remain in full force and effect until terminated by the Affiliate or by Overbit.
You agree that Abberton Trading Limited can modify this Agreement anytime and you agree to be bound by any changes.
In the event that any information is disclosed to the Affiliate through the Affiliate's participation in the Affiliate Program related in any way to Overbit and business which the Overbit deems to be confidential and proprietary, the Affiliate 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 Affiliate own purpose. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Affiliate Program (which Overbit shall have no obligation to make) or any special treatment that the Affiliate may receive (which Overbit reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to Overbit's business, business plans, product roadmap, product releases, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which Overbit considers to be confidential and proprietary.
The Affiliate hereby indemnifies and holds Overbit, and all Overbit's shareholders, 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 Overbit may incur and which are based in whole or in part upon the Affiliate participation in the Affiliate Program, any claims that any of the Affiliate trademarks and other proprietary material infringe upon the rights of any other party, the Affiliate 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 Affiliate use, operation or the content of the Affiliate's channel(s).
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.
19. Governing Law
This Agreement shall be interpreted under the laws of the Republic of Seychelles. Any and all illegal actions relative hereto shall be in the courts of the Republic of Seychelles.
20. 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 Affiliate has no power or authority to bind Overbit to any obligation, agreement, debt or liability. The Affiliate shall not hold itself out as an agent or representative of Overbit.
21. 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; disease outbreak; local or global pandemic; 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.