Affiliate Agreement

This Affiliate Agreement sets out the terms and conditions that govern your access to and participation in the affiliate program provided by EVEDEX Ltd. This Affiliate Agreement supplements our Terms of Use applicable to you.

By accessing the Platform or participating in the Program, you confirm you have read, understood, and accepted this Affiliate Agreement and Terms of Use, including any amendments to them. If you do not agree with these terms and conditions, please do not participate in the Program.

1. TERMS AND DEFINITIONS

1.1. “Affiliate” or “you” means you, being an eligible participant in the Program;

1.2. “Affiliate Agreement” or “Agreement” means this Affiliate Agreement;

1.3. “Affiliate Code” and “Affiliate Link” mean a unique code or link, respectively, assigned to the Affiliate on the Platform and intended to identify the connection between the Referral and Affiliate;

1.4. “Commission” means any commission, rebate, and/or other remuneration paid, or payable, to the Affiliate for participating in the Program;

1.5. “Confidential Information” shall have the meaning indicated in clause 12.1;

1.6. “EVEDEX”, “we,” “us” and “our” mean EVEDEX Ltd. (Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros-Islet, LC01 101, Saint Lucia);

1.7. “Platform” means our EVEDEX trading platform available through the web version or app;

1.8. “Program” means the affiliate program which we make available to you to incentivise you to market and promote the Platform and enable you to refer potential new users;

1.9. “Referral” means a person who becomes our user through the Affiliate Code or Affiliate Link;

1.10. “Referral Affiliate” shall have the meaning indicated in clause 6.1; and

1.11. “Terms of Use” means the Terms of Use published on the Platform, subject to any amendments.

2. THE PROGRAM

2.1. The Program offers the Affiliate the opportunity to earn a Commission by inviting Referrals to access and trade on the platform, in accordance with the terms of this Agreement and any rules introduced by EVEDEX from time to time.

2.2. Unless expressly stated otherwise or prohibited by this Affiliate Agreement, you will be solely responsible for determining the most effective manner and methods to conduct any activities associated with the Program, including determining when, where, and how to conduct Program activities, and the frequency with which you do so. Except as expressly set forth in this Agreement, EVEDEX will not control the manner or prescribe the method you use to conduct Program activities.

2.3. You will be solely responsible for all costs and expenses associated with conducting business, including all payments, taxes, and other business-related expenses incurred in connection with the Program activities.

3. COMMENCEMENT AND DURATION

3.1. This Affiliate Agreement will take effect from the day of your access to the Platform or participation in the Program, provided that you are an eligible user under the Terms of Use.

3.2. We reserve the right to accept or reject your participation in the Program at our sole discretion.

3.3. This Affiliate Agreement will be effective until terminated by either party.

4. AFFILIATE ACCOUNTS; PROMOTIONS

4.1. The Affiliate has access to the account through the Platform, where you can track details of your participation in the Program, including the number of clicks on your Affiliate Links or use of your Affiliate Code, trading volume of your Referrals, pending Commissions and other information.

4.2. You should use diligent efforts to promote and market the Platform on third-party platforms, websites and other resources.

4.3. We may, at our sole discretion, accept or decline any Referral introduced by you and have the right to terminate the business relationship with any Referral at any time.

4.4. All data relating to users accessing the Platform, including your Referrals, will remain as EVEDEX’s sole and exclusive property, and the Affiliate has no right to such information and will not access it.

4.5. You agree and undertake that all Program activities carried out must be professional, appropriate, ethical, made in good faith and lawful under all applicable laws.

5. PROHIBITED ACTIVITIES

5.1. You shall not participate in the Program in any manner that:

5.1.1. involves registering as an Affiliate to generate Commission for a self-trading account or through the use of multiple accounts controlled by you;

5.1.2. is associated with any unfair actions aimed at receiving Commissions through the involvement of bots, controlled accounts and other methods, which is not in line with the purpose of the Program and the nature of the Affiliate Agreement;

5.1.3. “crawls”, “spiders”, indexes or in any non-transitory manner stores or caches information obtained from or pertaining to any user, including the Referrals;

5.1.4. involves purchasing search ads for “EVEDEX” or operating websites/social media that could be confused with official EVEDEX channels;

5.1.5. is unlawful, illegal or unauthorised or advocates, promotes or assists any violence or any unlawful act;

5.1.6. is defamatory of any other person or is likely to harass, upset, embarrass, alarm or annoy any other person, or promotes discrimination;

5.1.7. is obscene, sexually explicit or offensive;

5.1.8. advertises or promotes any other product or business, except products and businesses of EVEDEX or its affiliates;

5.1.9. is likely to disrupt the Platform in any way;

5.1.10. infringes any copyright, trademark, trade secret, or other intellectual property right of any other person;

5.1.11. restricts or inhibits any other person from using the Platform, including, without limitation, by means of “hacking” or defacing any portion of the Platform;

5.1.12. redirect any user away from the Platform;

5.1.13. disables, damages or alters the functioning or appearance of the Platform;

5.1.14. downloads, retrieves, indexes, “data mines”, “scrapes”, “harvests”, including through any robot, spider, site search/retrieval application, or other manual, automatic device or process, information on the Platform or users;

5.1.15. sends unsolicited or unauthorised advertisements, spam, or chain letters to anyone regarding us or the Platform;

5.1.16. transmits any content which contains software viruses, or other harmful computer code, files or programs;

5.1.17. provides false, inaccurate, or misleading information about us or the Platform;

5.1.18. may be harmful to us or our users;

5.1.19. implies that your efforts are part of our business beyond participation in the Program;

5.1.20. has any negative effect on EVEDEX, its reputation, products, business; or

5.1.21. is otherwise considered unfair, offensive or inappropriate, at our sole discretion.

5.2. We reserve the right to make any adjustment to your Commission and/or remove the generated Commission at our sole discretion, suspend or terminate your Affiliate account in the event of a violation of this Section 5.

5.3. In respect of any Commissions due to be recalled pursuant to the clause 5.2 above, to the extent permitted under applicable law and with prior written notice, EVEDEX is hereby authorised at any time and from time to time to set off and apply any and all the Commissions subsequently accrued and other indebtedness at any time owing by EVEDEX to or for the credit of the account of the Affiliate (including without limitation to any funds in the Affiliate’s trading account with EVEDEX, if any) against such Affiliate’s Commissions due to be recalled, irrespective of whether or not EVEDEX shall have made any demand to recall the same or taken any other steps or measures to enforce its right. For the purpose of this Section, the Affiliate’s trading account with EVEDEX shall mean any account with EVEDEX that is (i) opened by or on behalf of the Affiliate; or (ii) controlled or managed by the Affiliate; or (iii) under common control or management with the Affiliate.

6. SUB-AFFILIATE

6.1. If any of your Referrals becomes an Affiliate in the Program (the “Referral Affiliate”) who refers new Referrals to the Platform, then such Referral Affiliate will be deemed as a Sub-Affiliate of you, except when such Referral Affiliate declares to become a Sub-Affiliate of another Affiliate (in which case, for the avoidance of doubt, such Referral Affiliate remains your Referral, but will be treated a Sub-Affiliate of the declared Affiliate for the purpose of calculating their respective Commissions) subject to our approval. In the case of any conflicting claims as to Sub-Affiliates, we reserve the right to determine the matter at our sole discretion, and the Affiliate hereby agrees and accepts that our decision shall be final and conclusive with no liability to any party involved.

7. COMISSIONS AND PAYMENT

7.1. EVEDEX shall pay you the Commission calculated in accordance with the Commission structure published on the Platform, based on internal data of EVEDEX.

7.2. Commission rates, their calculation rules and other terms and conditions related to the Commission are published on the Platform. You agree that we have the right to amend the Commission rates, calculation rules and other terms at our own discretion at any time.

7.3. Should you discover any discrepancy between your own record and our calculation available at your account, you must notify us in writing of such discrepancy within 10 (ten) working days from the date of the respective part of the Commission and provide sufficient detail of such discrepancy. If you fail to notify us within this term, our calculations shall be final and conclusive, and you are deemed to have waived all rights to contest them in any way.

7.4. Commissions shall remain payable for a minimum of 90 days. If unclaimed within that period, they may be forfeited at EVEDEX’s discretion.

7.5. Payment of the Commissions will be made in cryptocurrency to the wallet associated with your account. At EVEDEX’s sole discretion, and as deemed appropriate, EVEDEX may accommodate other methods of payment or currency.

7.6. EVEDEX is under no obligation whatsoever to pay any Commissions to anyone who does not strictly follow this Agreement or Terms of Use. If the Affiliate breaches any of its obligations or warranties, we reserve the right to withhold any Commissions due to the Affiliate and to recover from the Affiliate any amount of the payments that we had previously made before such breach.

7.7. Any tax imposed by any government, statutory, or tax authority shall be borne by the Affiliate.

8. AFFILIATES’ OBLIGATIONS

8.1. The Affiliate agrees to:

8.1.1. provide and maintain accurate, complete, and up-to-date information when registering for the Program and in the Affiliate account. EVEDEX reserves the right to decline your registration. You are responsible for all activity that occurs under your Affiliate account. Unless otherwise permitted by EVEDEX, you may only possess one account and may not register for an additional Program account;

8.1.2. act solely in accordance with this Agreement and in compliance with all applicable laws and regulations, including those relating to the promotion of cryptocurrencies and finances, and online platforms’ terms and conditions and policies. If the Affiliate is a legal entity, it will ensure that its employees, personnel, associates, and agents comply with this Agreement, and the Affiliate is responsible for their conduct;

8.1.3. check and accept all risks of conducting the Program activities in jurisdictions where the Affiliate will act and where crypto marketing is restricted, and disclose the Affiliate relationship if required by law;

8.1.4. must comply with all applicable data protection laws when conducting the Affiliate activities; and

8.1.5. inform EVEDEX as promptly as reasonably practicable of any material developments or changes in the circumstances or activities of the Affiliate which could reasonably be expected to adversely impact EVEDEX and this Affiliate Agreement.

9. AFFILIATES’ WARRANTIES AND INDEMNITIES

9.1. The Affiliate warrants, represents, and undertakes to EVEDEX that:

9.1.1. the Affiliate has the legal capacity and is free contractually to enter into and to perform the obligations under this Agreement;

9.1.2. in the event the Affiliate is eligible to participate in the Program, perform this Affiliate Agreement and in accordance with the Terms of Use;

9.1.3. the Affiliate is not a subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, European Union and United Kingdom) or a citizen, resident, or organised in a jurisdiction or territory that is the subject of such sanctions;

9.1.4. the Affiliate does not have any criminal convictions of any kind subsisting at the effective date;

9.1.5. the Affiliate has not posted or published any materials on any platforms and/or expressed in writing or on audio record any materials which are regarded by EVEDEX in its sole and absolute discretion as discriminatory, racist, homophobic, sexist or extremist (whether political or religious);

9.1.6. his/her content (save to the extent that he incorporates material provided by EVEDEX) will not infringe the copyright or any other rights of any third party;

9.1.7. his/her content will not contain any defamatory matter, nor breach any contract or law, nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;

9.1.8. the rights the Affiliate has granted to EVEDEX are vested in the Affiliate absolutely and the Affiliate has not previously assigned, licensed or in any way encumbered them (save under the terms of use of the social media platform where the copyright works are posted) and the Affiliate agrees not to do so in the future; and

9.1.9. the Affiliate has disclosed in writing to EVEDEX all material facts that are relevant to its engagement as the Affiliate.

9.2. The Affiliate shall indemnify EVEDEX against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by EVEDEX arising out of or in connection with any third-party claims or any action, adjudication or decision taken against EVEDEX by any authorities, in each case directly or indirectly arising (in whole or in part) out of any inaccuracy in or breach or non-performance of any of the representations, warranties, covenants or agreements made by such Affiliate in or pursuant to this Agreement.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. During the term of this Agreement, you may use the brand “EVEDEX” solely to create and use your own promotional content for the Program activities, in accordance with this Agreement, the brand guidelines, and other instructions as EVEDEX may make available to you from time to time. You shall immediately stop using such promotional content that you create upon EVEDEX’s notice.

10.2. EVEDEX has the right to reproduce, distribute, display, perform, modify and otherwise use any text, images, videos or other content, your image, your personal data (including promotional content) that you create or publish in connection with the Program for any marketing, promotional or internal business purposes, without attribution or further compensation to you.

10.3. EVEDEX brand and all associated intellectual property, including goodwill, trademarks, service marks, trade dress, logos, are all the property of EVEDEX and/or its affiliates. Your limited right to use the EVEDEX brand in connection with the Program does not give you any right, title or ownership interest with respect to the respective intellectual property. All goodwill arising from your use of the EVEDEX brand in connection with the Program, as permitted under this Agreement, will inure to the sole and exclusive benefit of EVEDEX.

10.4. You agree and acknowledge that your Affiliate activities will be of the highest quality. Should the quality of the Program activities you conduct fall below a standard deemed acceptable by EVEDEX, EVEDEX reserves the right to terminate your permission to use the EVEDEX brand if the quality is not restored within a reasonable time.

11. ANNOUNCEMENT

11.1. The Affiliate agrees to refer all enquiries from the media and other third parties they receive concerning EVEDEX, the Platform, this Agreement, and the Program to EVEDEX.

11.2. The parties shall co-operate in good faith on all announcements regarding this Affiliate Agreement and the Program. The Affiliate shall not issue any announcement regarding this Affiliate Agreement, the Program or use any EVEDEX brand, without first consulting and obtaining the prior written approval of EVEDEX.

12. CONFIDENTIALITY

12.1. The parties recognise that each party has a legitimate interest in maintaining confidentiality regarding this Affiliate Agreement, the subject matter of this Affiliate Agreement or any other agreements, documents or transactions referred to or contemplated herein and all trade secrets, confidential and/or proprietary knowledge or information of or disclosed by each other party which that party may receive or obtain as a result of entering into or performing its obligations under this Affiliate Agreement (collectively, “Confidential Information”).

12.2. Each party undertakes to the other parties that it shall keep the Confidential Information in the strictest confidence, and shall not, without the prior written consent of the party disclosing the Confidential Information, use or disclose to any person Confidential Information or information which by its nature ought to be regarded as confidential (including without limitation, any business information in respect of the each other party which is not directly applicable or relevant to the transactions contemplated by this Affiliate Agreement).

12.3. Clause 12.2 shall not prohibit disclosure or use of any Confidential Information if and to the extent:

12.3.1. the disclosure or use is required by law, any regulatory body or any stock exchange on which the shares of either party (or its holding company) are listed;

12.3.2. the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of this Affiliate Agreement or any other agreement entered into under or pursuant to this Affiliate Agreement;

12.3.3. the disclosure is made to professional advisers or consultants of any party on a need-to-know basis and on terms that such professional advisers or consultants undertake to keep confidentiality on terms similar to the Affiliate Agreement;

12.3.4. the information is or becomes publicly available (other than as a result of any breach of confidentiality);

12.3.5. the disclosing party has given prior written approval to the disclosure or use; and

12.3.6. the Confidential Information is already in the lawful possession of the party receiving such information (as evidenced by written records) at the time of disclosure.

13. LIMITATION OF LIABILITY

13.1. References to liability in this section include every kind of liability arising under or in connection with this Affiliate Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2. Nothing in this Affiliate Agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.

13.3. Subject to Clause 13.2:

13.3.1. total liability of EVEDEX to the Affiliate under this Affiliate Agreement shall not exceed the Commissions payable by us to the Affiliate under this Affiliate Agreement; and

13.3.2. EVEDEX shall not have any liability to the Affiliate for any damages arising from the use or misuse of, or inability to use, the Platform, third-party content or the Affiliate account, regardless of whether such damages are direct, indirect, special, incidental or consequential damages of any character, including damages for trading losses, loss of information, business interruption or lost profits, lost savings, or loss of data, or liabilities under any contract, negligence, strict liability, or other theory arising out of or relating in any manner to the site, the platform, third-party content or the Affiliate account or for any claim or demand by any third party, even if we knew or had reason to know of the possibility of such damages, claim or demand as well as for lost profit, indirect, incidental, special or consequential loss.

13.4. EVEDEX shall have no liability for loss of publicity or loss of opportunity to enhance the Affiliate’s reputation, even if EVEDEX delays or abandons the Program.

13.5. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates and employees from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees, directly or indirectly, resulting from or by reason of (i) your use, misuse, or inability to use the Platform, the Affiliate account, or any of the content, or any content or information that you provided to the Platform; or (ii) your breach of this Affiliate Agreement, including those documents that are expressly incorporated into this Affiliate Agreement by reference and form a part of this Affiliate Agreement.

13.6. We shall notify you by email, mail, or other appropriate means of any such claim or suit, and reasonably cooperate (at your expense) in the defence of such claim or suit. We reserve the right to participate in the defence of such claims or choose our own legal counsel, but are not obliged to do so.

13.7. Force Majeure. We will not be liable for our failure to perform any obligations under this Affiliate Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, including sanctions, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.

14. TERMINATION

14.1. EVEDEX may terminate this Affiliate Agreement by sending you a notice effective immediately, without cause or upon any breach, such breach determined at the sole and absolute discretion of EVEDEX.

14.2. The Affiliate may terminate this Affiliate Agreement by sending a written notice 30 days before the termination.

14.3. Upon termination, your rights as set forth in this Affiliate Agreement will immediately terminate, and you will immediately cease conducting all Program activities.

15. OTHER PROVISIONS

Further Assurances

15.1. Each of the parties shall, and shall use its reasonable endeavors to procure and ensure that any necessary third party shall, from time to time execute such documents and perform such acts and things as any of the parties may reasonably require to give each of the parties the full benefit and effect of this Affiliate Agreement.

Whole Agreement

15.2. The Affiliate Agreement contain the whole agreement between the parties relating to the subject matter of this Affiliate Agreement at the effective date to the exclusion of any terms implied by law which may be excluded by contract and supersedes any other previous written or oral agreement between the parties in relation to the matters dealt with in this Affiliate Agreement.

Waiver

15.3. Any liability to any party under this Affiliate Agreement may in whole or in part be released, compounded or compromised, or time or indulgence given, by it in its absolute discretion as regards the other party under such liability without in any way prejudicing or affecting its rights against such other party in any other respect.

15.4. No failure on the part of any party to exercise and no delay on the part of any party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Affiliate Agreement preclude any other or further exercise of it or any other right or remedy.

Assignment

15.5. The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under this Affiliate Agreement without prior written consent of EVEDEX.

15.6. EVEDEX may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Affiliate Agreement without reference to the Affiliate but by serving a written notice on you, which takes effect upon the delivery of such notice.

Third Party Rights

15.7. A person who is not a party to this Affiliate Agreement has no right to enforce any term of, or enjoy any benefit under, this Affiliate Agreement.

Costs and Expenses

15.8. Each party shall pay its own taxes, legal, professional and other costs and expenses in connection with the execution and performance of this Affiliate Agreement.

Notices

15.9. Any notice required under this Affiliate Agreement shall be given:

15.9.1. to EVEDEX: in writing and sent to the address and email address indicated below;

15.9.2. to the Affiliate: through the Affiliate account with immediate effect.

Invalidity

15.10. If any provision in this Affiliate Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

15.11. To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 15.10, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Affiliate Agreement and the legality, validity and enforceability of the remainder of this Affiliate Agreement shall, subject to any deletion or modification made under Clause 15.10, not be affected.

Translation

15.12. This Affiliate Agreement may be translated into another language. However, in the event of any inconsistency between the English language version and a translated version, this English version will at all times prevail.

Nature of Agreement

15.13. Nothing in this Affiliate Agreement will create, or be deemed to create a partnership, a joint venture, an agency, a fiduciary duty or a contract of employment between the parties. The only relationship created by this Affiliate Agreement is that of independent contractors, and EVEDEX will not, in any event, be regarded as the employer of the Affiliate. Except as expressly provided herein, neither party by virtue of this Affiliate Agreement has the authority to transact any business in the name of the other party or on its behalf or to incur any liability for or on behalf of the other party.

Jurisdiction and Dispute Resolution

15.14. This Affiliate Agreement shall be governed by and construed in accordance with the laws of England and Wales.

15.15. Each Party irrevocably agrees that the courts of Saint Lucia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Affiliate Agreement or its subject matter or formation (including non-contractual disputes or claims).

15.16. Before commencing any legal proceedings in connection with this Affiliate Agreement, the parties shall seek to resolve any dispute, controversy or claim arising out of or in relation to this Affiliate Agreement (including any question regarding its existence, validity or termination) through good faith negotiations. Either party may initiate this process by giving written notice to the other party of the dispute and the matters in dispute. Upon such notice, the parties shall use all reasonable endeavours to meet (in person or virtually) within 14 (fourteen) days to resolve the dispute.

Amendments

15.17. EVEDEX reserves the right to unilaterally modify this Affiliate Agreement (including the contents above) and the terms and conditions of the Program, if necessary. If any changes are made, they will be published on the Platform. Please regularly check the latest information posted on the Platform to inform yourself of any changes. Your continued use of, access to or participation in the Program and/or the Platform following the posting of any changes constitutes acceptance of those changes.

16. CONTACTING US

You may contact EVEDEX regarding this Affiliate Agreement or the Platform as follows:

EVEDEX Ltd

Address: Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros-Islet, LC01 101, Saint Lucia Registration number: 2024-00551

e-mail: [e-mail]