AFFILIATE AGREEMENT

Delta Exchange is a cryptocurrency and cryptocurrency derivatives trading platform operated by Bit Protocol Ltd. Bit Protocol Ltd (hereinafter referred to as Delta, which shall include its affiliates and subsidiaries), was incorporated  under the International Business Companies (Amendment and Consolidation) Act of an St. Vincent and the Grenadines with an IBC Number of 24911 IBC 2018.

This Affiliate Program Service Agreement (“Services Agreement”) sets forth the terms and conditions of your use of the Delta Referral Program or Detla Affiliate Program (“Affiliate Program”) and serves to supplement the Terms of Service Agreement (“Agreement”) between you and Delta. In this Agreement “you”, “your”, or “referrer” refer to you or any agent, contractor, employee, servant or person authorized to act on your behalf. “We”, “us” and “our” refer to Delta.

This Services Agreement explains our obligations to you and explains your obligations to us for the Affiliate Program offered by Delta. When you use your account or permit someone else to use it to purchase or otherwise acquire access to additional Delta service(s) or products or to cancel your Delta service(s) (even if we were not notified of such authorisation), this Services Agreement covers such service or actions.

Anyone located in or resident of the United States of America (including Puerto Rico, the U.S. Virgin Islands), St Vincent and the Grenadines and any other jurisdiction is prohibited from:

The services offered by Delta are restricted in the following countries: Iran, North Korea, Syria, Crimea, Cuba, Afghanistan, Cambodia, Myanmar, Vietnam, Argentina, Turkey, Pakistan, People’s Republic of China, Russia, UAE, Japan and any other country where Your use of the services offered by Delta would be illegal. Residents of all these countries and territories are also prohibited from participating in the affiliate program.

1 Description of the Affiliate Program

1.1 To enrol and participate in the Affiliate Program, you must be a natural person (and not any corporate or entity, partnerships of any type or form, trust or any entity, program or protocol that is partly or wholly based on or executing artificial intelligence or machine learning programs or protocols) and have an active Delta account, subject to and in compliance with the requirements of any agreements you have with Delta, such as Delta Terms of Service Agreement and this Services Agreement.

1.2 The Delta Affiliate Program allows you to provide a platform for advertising Delta via your “website” or “publishing location” (such as an electronic newsletter or blog), thereby driving traffic to Delta web site or web site content, whereby you may earn a portion of the revenue generated (“Commission”) if a person that is not you or one of your Related Persons as defined below (“Visitor”) trades a Delta listed product after being referred to the Delta web site from an internet hyperlink (“Link”) contained on your web site or publishing location.

1.3 A visitor on being referred to the Delta website from a Link contained on your website or publishing location must use your referral code at the time of registration in order for your accounts to be linked.

1.4 You are not eligible for a Commission on trades made by you or any Related Persons, your employees, agents, representatives, or contractors, as well as made from several accounts owned by the same person; and Delta employees (or their Related Persons) are not allowed to participate in the Delta Affiliate Program.

1.5 You are also not eligible for any Commission derived from any persons referred to the Platform by relying on any materials, videos, content, deliverables, work product owned by or licensed to Delta (such as its research, blog or social media materials) linked, published, used, exploited or posted on your web site or publishing location.

1.6 For purposes of this Services Agreement, “Related Persons” means:

(a) with respect to a natural person or individual;

(b) each other member of such individual’s Family (as defined below);

(c) any employee, agent, contractor, representative (including his/her Family) of such individual or such individual’s Family; or

(d) any person that is directly or indirectly controlled by, acting in concert, colluding with, under the influence, control, direction and/or advice of such individual or one or more members of such individual’s Family.

1.7 For purposes of this Agreement, “Family” of an individual includes (i) the individual, (ii) the individual’s spouse and former spouse (whether legally designated as spouse or otherwise), (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree, and (iv) any other natural person who resides with such individual.

2 Affiliate Restrictions

2.1 You acknowledge and agree that you shall not:

(a) Use any ® or ™ trademark or mark owned by or licensed to Delta, ® or ™ trademark or mark owned by or licensed to Delta with keywords or any misspellings in their domain names;

(b) Engage in activities that Delta determines, in its sole discretion, to be harmful to its customers, employees, operations, or reputation; or

(c) Use a website or publishing location to market Delta’s services or the Platform to any person whose enrolment with or use of the Platform would violate Delta’s Terms of Service Agreement .

2.2 You also acknowledge and agree that your website or publishing location shall not:

(a) Contain false, inaccurate or misleading information about Delta’s products and services;

(b) In any way copy or resemble the look and feel of Delta’s website or website content nor create the impression that Your website or publishing location is part of Delta’s network of websites;

(c) Engage in sending unsolicited commercial email (“spam”) or indiscriminate advertising;

(d) Violate any applicable law such as data transfer, data privacy, data security laws or any securities laws such as offering or promoting Delta’s products and services in any jurisdiction in which they would be illegal or publishing or causing to be published any material that may be construed as an offer, solicitation, or recommendation to buy or sell securities or other investment products, or as investment, legal, financial or accounting advice;

(e) Advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity;

(f) Contain Links to websites containing any of the aforementioned content;

(g) Cause any account linkage to be made that are not in good faith (such as using any device, program, robot iframes, or hidden frames, use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the referral Link, etc.); or

(h) State or imply that any of the information, content or data contained in your website or publishing location represents or reflects any views, advice or opinions of Delta.

2.3 You acknowledge and agree that Delta may terminate Services if you, your website or your publishing location violates, as determined by Delta in its sole discretion, any of the aforementioned restrictions or additional restrictions. Delta also reserves the right to seek recovery of any or all Commission paid or payable to you or your Related Persons and you hereby agree to such liability and repayment of such Commission if you, your website or your publishing location violates, as determined by Delta in its sole discretion, any of the aforementioned restrictions or additional restrictions.

3 Referrals

3.1 Delta may, at its sole discretion, decline any party referred by you, decline anyone as a client and suspend or terminate, in whole or in part, any account or other business relationship with any of its clients (including any customer accepted by it as a client) at any time in its sole discretion.

4 Commissions

4.1 Commissions under this Service Agreement will be paid to you based on a share of the net revenue contributions made by referred users. The share of net revenue earned from referred user that is paid to you is determined by the terms of the Delta Affiliate Program at the time when the referred user registers on Delta. Payments are made every Thursday between 3:30pm - 4:30om UTC directly into your account. Delta 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 Services Agreement or Delta Terms of Service Agreement due to Visitor, user or customer fraud, or due to Visitor, user or customer contract cancellation. It is your sole, and absolute duty to follow precisely this Agreement and its guidelines at all times. Delta is under no obligation whatsoever to pay any Commission to anyone who does not strictly follow this Services Agreement and its guidelines, as modified from time to time.

5 Net Revenue

5.1 Net revenue shall be the revenue generated for Delta for trades that include your referrals. This is calculated net of discounts or incentives that have been applied to individual accounts. The revenue generated from each trade is calculated as a sum of the fees paid by both sides of the trade.

6 Revenue Share

6.1 Unless otherwise agreed with Delta, the net Revenue Share paid to you will be displayed in the ‘Referrals’ page in your Delta account. The net Revenue Share can be changed at any time at the sole discretion of Delta. Any change to your net Revenue Share will be applicable only to clients referred after such change.

7 Your Responsibility

7.1 As an affiliate, we provide you with the Links necessary to promote Delta products and services, which you may display in any area of your website or publishing location as you wish. The Links will identify your site as a member of our Affiliate Program and will establish a Link from your website or publishing location to ours. You acknowledge and agree it is your sole responsibility to indicate your correct unique referral or affiliate ID in the promotional materials you use on your website or publishing location. You may promote the products and services that Delta offers in any manner you choose unless it misleads Visitors about Delta services.

8 Our Responsibility

8.1 Delta will not be responsible for lost sales or lost opportunity to earn Commission due to any cause (such as technical difficulties or over-capacity including system overload or load shedding) preventing Delta from registering any account, accepting deposits, executing trades, closing positions, or providing any other product or service to the Visitor. Delta is also responsible for tracking referral sales and Commissions and providing this information to the referrer via activity reporting tool available within Delta account.

9 Limitation of Liability

9.1 Under no circumstances shall we be liable for any direct, indirect, incidental, punitive, special, or consequential damages for any reason whatsoever related to this agreement, your use or inability to use our website(s) or the materials and content of the website(s) or any other websites Linked to such website(s) or your provision of any personally identifiable information to backend service provider or any third party. This limitation applies regardless of whether the alleged liability is based on contract, tort, warranty, negligence, strict liability or any other basis, even if we have been advised of the possibility of such damages or such damages were reasonably foreseeable. Because certain jurisdictions do not permit the limitation or elimination of liability for consequential or incidental damages, our liability in such jurisdictions shall be limited to the greatest extent permitted by law. If any provision of this limitation of liability is found to be unenforceable, only such provision shall be removed, and the remainder shall be enforced to the greatest extent permitted by law.

10 Indemnity

10.1 With respect Delta, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including attorney’s fees and court costs, for third party claims relating to or arising under this Services Agreement, the service(s) provided by Delta, or your use of the service(s) provided by Delta, including, without limitation, infringement by you, or by anyone else using such service(s) we provide to you, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policies relating to the service(s) provided. When we may be involved in a suit involving a third party and which is related to our service(s) to you under this Agreement, we may seek written assurances from you in which you promise to defend, indemnify and hold us harmless from the costs and liabilities described in this paragraph. Your failure to provide such assurances may be considered by us to be a breach of these Agreement by you. The terms of this paragraph will survive any termination or cancellation of the Agreement.

11 Legal Age

11.1 You attest that you are of legal age to enter into this Services Agreement.

12 Final Agreement

12.1 This Services Agreement, the referenced agreements, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications. This Services Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorised representative of us.

13 Relationship between the parties

13.1 The referrer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Delta in any way and shall not do any act which might reasonably create the impression that the referrer is so authorised. For the avoidance of doubt the referrer will not make any recommendation, give advice, accept any commitment or guarantee, or accept any responsibility on any matter whatsoever for or on behalf of Delta.

14 Waiver

14.1 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 a waiver of the provision itself.

15 Assignment and Resale

15.1 Except as otherwise set forth herein, your rights under this Services Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Services Agreement, whether by attachment, levy, garnishment or otherwise, renders this Services Agreement voidable.

16 Force Majeure

16.1 You agree that Delta will not be held liable for costs, damages or losses caused by force majeure events, including but not limited to, government restrictions, exchange or market rulings, suspension or delay of trading, war, civil disturbances, earthquakes, strikes, equipment failure, communication line failure, authorised access, theft or any problem, technical or otherwise, which may prevent the referrer or the client referred from entering or modifying an order or prevent Delta from an online transaction, or other events or conditions beyond Delta’s control, as determined and at the sole discretion of Delta.

17 Headings, Modifications & IP Notice

17.1 The section headings appearing in this Services Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section. You agree that Delta can modify this Services Agreement anytime and you agree to be bound by any changes.

18 Termination

18.1 This agreement shall commence with effect from the date the first user referred by you registers on Delta. This agreement can be terminated by Delta at any time, without any prior notice. You shall be required to give one month’s written notice to Delta for terminating this contract for whatever reason.  

18.2 Either party may terminate this Agreement forthwith at any time by giving written notice to the other (“the Party in Default”) if:

(a) the Party in Default goes into liquidation or becomes insolvent or resolves to do so in relation to the Party in Default; or

(b) the Party in Default either commits any breach of this Agreement which is irremediable or, if remediable, is not remedied within 10 days after written notice is given to the Party in Default by the other requiring such remedy.

19 Governing law and jurisdiction

19.1 This Services Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Singapore. Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

19.2 The referrer may bring no action arising out of the Agreement, by accepting these terms as part of the sign-up process, the referrer explicitly agrees to be legally bound by these terms and conditions.