Affiliate Agreement

PLEASE READ THE ENTIRE AFFILIATE AGREEMENT ("AGREEMENT").

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COINBERRY LIMITED (DBA COINBERRY).

BY SUBMITTING YOUR EMAIL YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

OVERVIEW

THIS AGREEMENT CONTAINS THE COMPLETE TERMS AND CONDITIONS THAT APPLY TO YOU BECOMING AN AFFILIATE IN THE COINBERRY AFFILIATE PROGRAM (THE "PROGRAM"). PLEASE NOTE THAT THROUGHOUT THIS AGREEMENT, "WE," "US," AND "OUR" REFER TO COINBERRY, AND "YOU," "YOUR," AND "YOURS" REFER TO THE AFFILIATE.

WE HAVE THE RIGHT, IN OUR SOLE DISCRETION, TO TERMINATE, ADD, REMOVE, MODIFY OR OTHERWISE CHANGE ANY PART OF THIS AGREEMENT, IN WHOLE OR IN PART, AT ANY TIME AND WITHOUT PROVIDING ANY NOTICE THEREOF TO ANY PARTY WHATSOEVER. IF ANY CHANGES TO THE AGREEMENT ARE NOT ACCEPTABLE TO YOU, YOU MUST DISCONTINUE YOUR PARTICIPATION IN THE PROGRAM AND IMMEDIATELY NOTIFY US THEREOF. YOUR CONTINUED PARTICIPATION IN THE PROGRAM AFTER ANY SUCH CHANGES TO THE AGREEMENT WILL CONSTITUTE ACCEPTANCE OF THOSE CHANGES.

AFFILIATE OBLIGATIONS

TO PARTICIPATE IN THE PROGRAM YOU MUST COMPLETE AND SUBMIT YOUR EMAIL ON THE HTTPS://WWW.COINBERRY.COM/PRODUCTS/EARN PAGE.

YOU ARE FORBIDDEN TO SIGN UP FOR THE PROGRAM USING MORE THAN ONE UNIQUE EMAIL. IF ANY DUPLICATE APPLICATIONS ARE FOUND WE RESERVE THE RIGHT TO TERMINATE ALL APPLICATIONS AND FORFEIT PAYMENT OF ANY AFFILIATE COMMISSIONS OWED TO YOU.

THE FACT THAT WE AUTO-APPROVE APPLICATIONS DOES NOT IMPLY THAT WE MAY NOT RE-EVALUATE YOUR APPLICATION AT A LATER TIME. WE MAY REJECT YOUR APPLICATION AT OUR SOLE DISCRETION AT ANY POINT IN TIME, BEFORE, DURING, OR AFTER ANY ACTIVITIES THAT YOU MAY HAVE TAKEN AS PART OF YOUR PARTICIPATION IN THE PROGRAM.

ONCE YOU ARE AUTO-APPROVED YOU SHALL RECEIVE AN EMAIL WITH YOUR UNIQUE UNIFORM RESOURCE LOCATOR (URL) LINK IN ITS ENTIREY INCLUDING ANY URCHIN TRACKING MODULE (UTM) INFORMATION CONTEINED THEREIN GENERATED BY COINBERRY AND SENT TO YOUR EMAIL AS SUBMITTED TO COINBERRY (THE "AFFILIATE LINK"). YOU HEREBY GRANT US PERMISSION TO SEND YOU COMMUNICATIONS IN THE FORM OF EMAILS.

WE RESERVE THE RIGHT, AT ANY TIME, TO REVIEW YOUR AFFILIATE LINK PLACEMENT AND DISAPPROVE THE USE OF YOUR AFFILIATE LINK OR REQUIRE THAT YOU CHANGE THE PLACEMENT OR USE TO COMPLY WITH THE GUIDELINES PROVIDED TO YOU.

YOU SHALL DISCONTINUE THE USE OF YOUR AFFILIATE LINK AND REMOVE IT FROM ALL WEBSITES AND/OR BLOGS IMMEDIATELY UPON BEING NOTIFIED BY US TO DO SO.

WE MAY CANCEL YOUR APPLICATION IF WE DETERMINE THAT YOUR HAVE SHARED YOUR AFFILIATE LINK ON SITES UNSUITABLE FOR OUR PROGRAM, INCLUDING SITES:

  • PROMOTING SEXUALLY EXPLICIT MATERIALS
  • PROMOTING VIOLENCE
  • PROMOTING DISCRIMINATION BASED ON RACE, SEX, RELIGION, NATIONALITY, DISABILITY, SEXUAL ORIENTATION, OR AGE
  • PROMOTING ILLEGAL ACTIVITIES
  • INCORPORATING ANY MATERIALS WHICH INFRINGE OR ASSIST OTHERS TO INFRINGE ON ANY COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OR TO VIOLATE THE LAW
  • INCLUDING "COINBERRY" OR VARIATIONS OR MISSPELLINGS THEREOF IN ITS DOMAIN NAME
  • CONTAINING CONTENT OTHERWISE IN ANY WAY UNLAWFUL, HARMFUL, THREATENING, DEFAMATORY, OBSCENE, HARASSING, OR RACIALLY, ETHNICALLY OR OTHERWISE OBJECTIONABLE TO US IN OUR SOLE DISCRETION.
  • CONTAINING SOFTWARE DOWNLOADS THAT POTENTIALLY ENABLE DIVERSIONS OF COMMISSION FROM OTHER AFFILIATES IN OUR PROGRAM.
  • WHICH ARE CREATED OR DESIGNED IN A MANNER WHICH RESEMBLES OUR WEBSITE OR DESIGNED IN A MANNER WHICH LEADS CUSTOMERS TO BELIEVE THEY ARE COINBERRY.COM OR ANY OTHER AFFILIATED BUSINESS.
  • PROMISING, MISLEADING OR MISREPRESENTING RESULTS OBTAINABLE ON COINBERRY.COM TO ANY PERSON.

INFORMATION AND ASSETS

YOU WILL HAVE ACCESS TO A DASHBOARD AS WELL AS AN ONLINE FILE REPOSITORY WHERE YOU WILL BE ABLE TO REVIEW YOUR PERFORMANCE IN THE PROGRAM AS WELL AS ACCESS EDUCATIONAL AND INFORMATIVE CONTENT.

ALL INFORMATION, CONTENT AND IMAGES PROVIDED TO YOU (THE "CREATIVE ASSETS") ARE PROPERTY OF COINBERRY. YOU ARE GRANTED NON-EXCLUSIVE, NON-TRANSFERABLE RIGHTS TO THE USE OF THESE CREATIVE ASSETS AS PER THE TERMS OF THIS AGREEMENT AND ONLY DURING YOUR PARTICIPATION IN THE PROGRAM.

IT IS ENTIRELY YOUR RESPONSIBILITY TO FOLLOW ALL APPLICABLE INTELLECTUAL PROPERTY AND OTHER LAWS THAT PERTAIN TO YOUR COUNTRY OF RESIDENCE. YOU MUST HAVE EXPRESS PERMISSION TO USE ANY PERSON'S COPYRIGHTED MATERIAL, WHETHER IT BE A WRITING, AN IMAGE, OR ANY OTHER COPYRIGHTABLE WORK. WE WILL NOT BE RESPONSIBLE (AND YOU WILL BE SOLELY RESPONSIBLE) IF YOU USE ANOTHER PERSON'S COPYRIGHTED MATERIAL OR OTHER INTELLECTUAL PROPERTY IN VIOLATION OF THE LAW OR ANY THIRD PARTY RIGHTS.

ELIGIBILITY AND PAYOUT

YOU MAY PARTICIPATE IN THE PROGRAM BY SHARING YOUR AFFILIATE LINK AS WELL AS ANY CREATIVE ASSETS WE SHARE WITH YOU

THE COINBERRY TRADING PLATFORM IS OWNED AND OPERATED BY COINBERRY LIMITED AND IS ACCESSIBLE THROUGH THE WORLD WIDE WEB ON THE WWW.COINBERRY.COM WEBSITE, THE APPLE APP STORE, THE GOOGLE PLAY STORE, THROUGH ANY APPLICATION PROGRAM INTERFACE (API) OR THE COINBERRY MOBILE APPLICATION (THE "PLATFORM").

YOU SHALL EARN 50% OF ALL FEES PAYABLE TO COINBERRY BY QUALIFIED PLATFORM USERS FOR TRADING PERFORMED ON THE PLATFORM, THAT REGISTER USING YOUR AFFILIATE LINK AND REMAIN IN ACTIVE STATUS FOR THE DURATION OF THE PROGRAM  ("AFFILIATE COMMISSION").

FOR FURTHER CLARITY - YOU WILL NOT EARN ANYTHING FROM TRADES MADE BY USERS THAT REGISTER ON THE PLATFORM USING YOUR AFFILIATE LINK IF THOSE USERS ARE FOUND TO BE IN BREACH OF COINBERRY'S TERMS AND CONDITIONS AT ANY POINT IN TIME, BEFORE, DURING, OR AFTER THE PROGRAM.

ANY MONIES PAID TO YOU BY US RELATED TO ACTIVITIES MADE ON THE COINBERRY PLATFORM BY USERS FOUND TO BE IN BREACH OF COINBERRY'S TERMS AND CONDITIONS WILL BE OWED BACK BY YOU TO US.

AFFILIATE COMMISSION IS PAID OUT MONTHLY. AFFILIATE COMMISSION EARNED DURING ANY MONTH WILL BE PAID 30 DAYS AFTER THE END OF THAT MONTH (THE "PAYOUT DATE").

IN ORDER TO BE PAID, YOU SHALL BE REQUIRED TO REGISTER ON THE COINBERRY PLATFORM AND PASS OUR KYC/AML CHECKS AND HAVE AN ACCOUNT IN GOOD STANDING ON THE PAYOUT DATE.

UNPAID AFFILIATE COMMISSION WILL EXPIRE 3 MONTHS AFTER THE PAYOUT DATE.

WE RESERVE THE RIGHT TO WITHHOLD YOUR PAYOUT OR TERMINATE YOUR COINBERRY ACCOUNT IN OUR SOLE DISCRETION WITHOUT NOTIFICATION SHOULD WE NOTICE ANY FRAUDULENT BEHAVIOR. IN CASE AN AFFILIATE ACCOUNT IS TERMINATED FOR ANY REASON WHATSOEVER, ALL OUTSTANDING UNPAID AFFILIATE COMMISSIONS WILL EXPIRE IMMEDIATELY.

COMMUNICATION

ALL COMMUNICATION BETWEEN US AND YOU TAKE PLACE THROUGH EMAIL. AN EMAIL SENT BY US TO YOU AND REGISTERED ON OUR SERVERS SHALL BE CONSIDERED RECEIVED BY YOU.

INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD US, AND OUR PARENT CORPORATION, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE LEGAL FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT YOU SUBMIT, YOUR USE OF THE SITE, YOUR VIOLATION OF THE AGREEMENT, OR YOUR PARTICIPATION IN THE PROGRAM.

DISCLAIMER

COINBERRY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING COINBERRY SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF COINBERRY ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

LIMITATIONS OF LIABILITY

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COINBERRY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

RELEASE

YOU HEREBY AGREE THAT YOU WILL NOT CLAIM ANY DAMAGES AND EXPRESSLY WAIVE ABSOLUTELY ALL RIGHTS TO ANY CLAIMS AGAINST COINBERRY, ITS AFFILIATES, LICENCORS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS OR OTHER REPRESENTATIVES AND RELEASE COINBERRY, AND THEIR RESPECTIVE AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS OR OTHER REPRESENTATIVES FROM ANY CLAIM FOR DAMAGES (INCLUDING ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES) IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, ANY ACTIVITIES YOU UNDERTAKE AS A RESULT OF THIS AGREEMENT, OR ANY OTHER INFORMATION RELATED TO THE AGREEMENT WHETHER OBTAINED FROM COINBERRY OR ANY OTHER PARTY.

MISCELLANEOUS

YOU AGREE THAT YOU ARE AN INDEPENDENT CONTRACTOR, AND NOTHING IN THIS AGREEMENT WILL CREATE ANY PARTNERSHIP, JOINT VENTURE, AGENCY, FRANCHISE, SALES REPRESENTATIVE, OR EMPLOYMENT RELATIONSHIP BETWEEN YOU AND COINBERRY. YOU WILL HAVE NO AUTHORITY TO MAKE OR ACCEPT ANY OFFERS OR REPRESENTATIONS ON OUR BEHALF.

NEITHER PARTY MAY ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT TO ANY PARTY, EXCEPT TO A PARTY WHO OBTAINS ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF A THIRD PARTY.

THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO WITHOUT REGARD TO THE CONFLICTS OF LAWS AND PRINCIPLES THEREOF.

YOU MAY NOT AMEND OR WAIVE ANY PROVISION OF THIS AGREEMENT UNLESS IN WRITING AND SIGNED BY BOTH PARTIES.

THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN US AND YOU, AND SHALL SUPERSEDE ALL PRIOR AGREEMENTS AND COMMUNICATIONS OF THE PARTIES, ORAL OR WRITTEN.

THE HEADINGS AND TITLES CONTAINED IN THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE ONLY, AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE TERMS OF THIS AGREEMENT.

IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID OR UNENFORCEABLE, THAT PROVISION SHALL BE ELIMINATED OR LIMITED TO THE MINIMUM EXTENT NECESSARY SUCH THAT THE INTENT OF THE PARTIES IS EFFECTUATED, AND THE REMAINDER OF THIS AGREEMENT SHALL HAVE FULL FORCE AND EFFECT.

10/01/2019