Affiliate Program Agreement
This Agreement was last revised on 6th May 2021.
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 and Tether-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:
- You are NOT a citizen or a resident of a Restricted Jurisdiction as indicated in the Terms and Conditions;
- You attest that you are of legal age to enter into this Agreement;
- The term “the Affiliate” or “you” refer to the individual who applies for and is accepted into the Affiliate Program;
- The term “the affiliate’s channel” refers to the website, magazine, social media page, video or any other channel or medium on which the Affiliate agrees to place a link or QR code to Overbit’s website;
- “Merchandise” means all products, merchandise, and stock that is offered for sale through its website.
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:
- 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.
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
As a Program Affiliate, the Affiliate will have the obligation to place links on its channel directing users to Overbit’s website. Overbit will make available to the Affiliate button links, text links, and banner advertisements to be placed on the Affiliate’s channel which will direct users to Overbit’s website.
As a Program Affiliate, the Affiliate is given a limited-term license, during the term of the Affiliate active participation as a Program Affiliate, to utilise Overbit’s logo images provided to the Affiliate on the channel that the Affiliate designates in the Affiliate Program Application.
Overbit makes available to its Affiliates, links, banners and other information advertising its website to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary information. The Affiliate may display these materials on the Affiliate’s channel for the purpose of promoting Overbit’s website and participating in this Affiliate Program. If Overbit discontinues the Affiliate Program or if the Affiliate participation is terminated for any reason, the Affiliate will immediately cease using these materials and will delete all such materials from its channel(s) and from its computer(s).
The Affiliate must obtain Overbit’s approval of all links to Overbit’s website that the Affiliate place on its channels. The Affiliate will cooperate with Overbit in the establishment and placement of links on the Affiliate’s channels.
The Affiliate will only be permitted to use the links that Overbit provided to the Affiliate on the channel that the Affiliate designates in the Affiliate Program Application.
The Affiliate will not modify the links or other materials that Overbit provided to the Affiliate or the placement of the links on the Affiliate’s page. The Affiliate consents to the Overbit monitoring the Affiliate’s website to determine continued compliance with this Agreement.
The Affiliate consents to Overbit including information relative to traffic from the Affiliate’s site in the Overbit reports. This information may be provided to outside parties.
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:
- The Affiliate’s account will be closed immediately, without any notice or compensation;
- The Affiliate will be held accountable for any monetary damages suffered by Overbit, sustained through contravention of this Affiliate Program Agreement. This will include, but not limited to punitive damages related to lost clients and brand deterioration.
9. Trademarks and Copyrights
The Affiliate will have a non-exclusive, limited-term license to use the trademarks, logos and copyrighted material that the Owner provided to the Affiliate for use solely on the channel(s) that the Affiliate designates in the Affiliate Program Application. The Affiliate may only use the images that Overbit specifically makes available to the Affiliate Members at the area of its website that is specifically designated as approved images for Affiliate Program Members. The Affiliate may not distribute, reproduce, modify, and amend, these images in any way. The Affiliate may use these images only for the purposes of promoting Overbit’s website and products on the Affiliate’s website in compliance with the Affiliate Program policies and procedures and the terms of this Agreement.
The license is granted subject to complete compliance with all terms and conditions of this Agreement and any policies that Overbit may create and amend from time to time regarding the Affiliate Program.
The Affiliate 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 Overbit or to any other party and which may appear on Overbit’s website.
The Affiliate grants Overbit a non-exclusive right and license to use the Affiliate’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 Affiliate participation in the Overbit Affiliate Program. The Affiliate represents and warrants to Overbit 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 Affiliate 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 Affiliate represents to have the right, power, and authority to license said materials to Overbit as aforesaid and that the Affiliate is not under any legal or contractual limitation on the right to license these materials. Overbit has no obligation to announce, advertise, market, or promote the Affiliate’s participation in the Overbit Affiliate Program, but reserves the right to do the same at its sole discretion.
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.
OVERBIT HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE AFFILIATE’S WEBSITE. FURTHERMORE, OVERBIT SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE’S 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 MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON OVERBIT’S COURSE OF DEALING OR USAGE OF TRADE. OVERBIT 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.
OVERBIT SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER OVERBIT WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
Without limiting the foregoing, Overbit’s total liability for any damages arising hereunder shall never exceed the total Commissions paid and payable by Overbit pursuant to the terms thereof.
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.