> For the complete documentation index, see [llms.txt](https://docs.evedex.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.evedex.com/legal/global/affiliate-agreement.md). # 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. This Affiliate Agreement supplements our Terms of Use applicable to you. This Affiliate Agreement applies to all participants in the Program, including any participant designated as a Key Opinion Leader. 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. By creating an Affiliate account you enter into a legally binding agreement with us on these terms. No separate signed document, countersignature or engagement letter is required for this Affiliate Agreement to be binding on you. ### 1. TERMS AND DEFINITIONS 1.1. “**Affiliate**” or “**you**” means you, being an eligible participant in the Program, including where you are designated as a Key Opinion Leader; 1.2. “**Affiliate Agreement**” or “**Agreement**” means this Affiliate Agreement together with any Engagement Terms accepted by you; 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. “**Affiliate Content**” means any materials, including text, images, videos, audio, live streams, social media posts and interactive content, created, published or disseminated by the Affiliate in connection with the Program; 1.5. “**Brand Guidelines**” means the instructions, rules and requirements regarding the promotion of the Promoted Products, the use of the EVEDEX trademarks, logos, brand identity and messaging, and the overall representation of EVEDEX, as provided or made available by us to you from time to time; 1.6. “**Commission**” means any commission, rebate, and/or other remuneration paid, or payable, to the Affiliate for participating in the Program; 1.7. “**Confidential Information**” shall have the meaning indicated in clause 12.1; 1.8. “**Engagement Terms**” means any individual commercial terms offered by us to you and accepted by you; 1.9. “**EVEDEX**”, “**we**,” “**us**” and “**our**” mean EVEDEX Ltd. (Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros-Islet, LC01 101, Saint Lucia); 1.10. “**Group**” means EVEDEX and each of its subsidiaries, holding companies and entities under common control from time to time; 1.11. “**Key Opinion Leader**” or “**KOL**” means an Affiliate designated by us as such; 1.12. “**Platform**” means our EVEDEX platform available through the web version or app; 1.13. “**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; 1.14. “**Promoted Products**” means the Platform and all products and services offered by EVEDEX or any member of the Group through the Platform; 1.15. “**Referral**” means a person who becomes our user through the Affiliate Code or Affiliate Link; 1.16. “**Referral Affiliate**” shall have the meaning indicated in clause 6.1; 1.17. “**Restricted Jurisdiction**” means any jurisdiction in which the Platform is not made available, or in which the promotion of the Promoted Products is prohibited or subject to licensing or registration requirements that we have not satisfied, as notified by us or published on the Platform from time to time; 1.18. “**Risk Disclosures**” means the warnings and disclaimers concerning the risks associated with cryptocurrency trading and investment, as required by applicable law and by our instructions or Brand Guidelines from time to time; and 1.19. “**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 or in any Engagement Terms, Brand Guidelines or instructions issued by us, 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. 2.4. The Program is not available to, and you must not conduct Program activities directed at, persons in a Restricted Jurisdiction or persons who are not eligible users under the Terms of Use. ### 3. COMMENCEMENT AND DURATION 3.1. This Affiliate Agreement will take effect from the earlier of the day on which you create an Affiliate account, access the Platform or participate 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. 3.4. We may offer you Engagement Terms through your Affiliate account, by email or other means. ### 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 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 agreement 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. 4.6. We may at any time require you to provide documents and information confirming your identity, residence, beneficial ownership, tax status and entitlement to receive payment, and to complete any verification procedure we reasonably require. We may suspend your Affiliate account and withhold payment of any Commission until such documents and information have been provided to our satisfaction. ### 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. involves using any illegal, obscene, immoral or otherwise unacceptable words or expressions in the Affiliate Codes and/or Affiliate Links; 5.1.21. has any negative effect on EVEDEX, its reputation, products, business; 5.1.22. is otherwise considered unfair, offensive or inappropriate, at our sole discretion; 5.1.23. guarantees or implies any return, minimises or misrepresents the risks of trading, or implies any official endorsement, authorisation or regulated status where none exists; 5.1.24. omits any applicable Risk Disclosures, or fails to disclose clearly and prominently that the Affiliate Content is a paid or incentivised promotion, where such disclosure is required by applicable law or by our instructions; 5.1.25. involves making any statement on behalf of EVEDEX or any member of the Group, or any statement that deviates from our official messaging, without our prior express approval; 5.1.26. impersonates EVEDEX, any member of the Group or their personnel, or creates the impression that you are an employee, partner, agent, broker or official representative of EVEDEX beyond your participation in the Program; 5.1.27. is directed at, or is reasonably likely to reach, persons in a Restricted Jurisdiction or persons who are not eligible users under the Terms of Use; 5.1.28. disparages EVEDEX, any member of the Group, the Platform or the Promoted Products; 5.1.29. constitutes investment advice, portfolio management, the provision of trading signals, or the management of, or solicitation of, funds belonging to any Referral or other person; or 5.1.30. breaches the Terms of Use, Brand Guidelines or any instruction issued by us under clause 2.2. 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 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. 5.4. Without limiting clause 5.2, we may at any time require you to amend or remove any Affiliate Content, and you shall comply within twenty-four (24) hours of our notice. Our right to require amendment or removal does not make us responsible for reviewing, approving or monitoring any Affiliate Content, and no approval given by us relieves you of your obligations under this Agreement. ### 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. COMMISSIONS AND PAYMENT 7.1. EVEDEX shall pay you the Commission calculated in accordance with the Commission structure published on the Platform or, where applicable, in accordance with your Engagement Terms, 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 your EVEDEX 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. You are solely responsible for assessing, reporting and paying all taxes and mandatory contributions arising in connection with the Commission in your country of residence and in any other relevant jurisdiction. We may withhold or deduct from any Commission any amount we are required to withhold or deduct by applicable law, and we are under no obligation to gross up any payment. 7.8. On termination of this Agreement or of any Engagement Terms for any reason, you shall return to us any amount paid in advance in respect of deliverables that have not been performed and accepted. For the avoidance of doubt, termination does not require the return of remuneration paid in respect of deliverables that have been performed and accepted. 7.9. In addition to our rights under clause 5.3, we may set off any amount owing by you to us under this Agreement (including under clauses 7.9, 7.10, 9.2, 9.3 and 9.4) against any Commission or other amount owing by us or any member of the Group to you. ### 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; 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; 8.1.6. comply with the Brand Guidelines and with any promotional instruction, market-specific guidance or official messaging provided by us from time to time; 8.1.7. ensure that all Affiliate Content is accurate, not misleading, includes all applicable Risk Disclosures, and clearly and prominently discloses the commercial nature of your relationship with us where required; 8.1.8. amend or remove any Affiliate Content on our notice in accordance with clause 5.4; and 8.1.9. notify us immediately if you become, or are reasonably likely to become, subject to any sanction, criminal charge or conviction, regulatory investigation or enforcement action, or if any warranty in clause 9.1 ceases to be true. 8.2. If you are designated as a Key Opinion Leader, you additionally agree to: 8.2.1. perform the deliverables and meet the standards set out in your Engagement Terms; 8.2.2. obtain our prior written approval before publishing any Affiliate Content that names, describes or is attributed to EVEDEX or any member of the Group, where your Engagement Terms so require; 8.2.3. not promote, endorse or provide services to any trading platform or product competing with the Promoted Products for the duration of your Engagement Terms, unless we expressly permit otherwise in writing; and 8.2.4. treat as Confidential Information all market insights and other information made available to you by reason of your KOL status, in accordance with Section 12. ### 9. AFFILIATES’ WARRANTIES, INDEMNITIES AND LIQUIDATED DAMAGES 9.1. The Affiliate warrants, represents, and undertakes to EVEDEX, as at the effective date and on a continuing basis throughout the term of this Agreement, 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, and is not owned or controlled by, or acting on behalf of, any such person; 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; 9.1.9. the Affiliate has disclosed in writing to EVEDEX all material facts that are relevant to its engagement as the Affiliate; 9.1.10. the Affiliate has not, and will not, offer, promise, give, request or accept any bribe, facilitation payment or other improper advantage in connection with the Program, and complies with all applicable anti-bribery, anti-corruption, anti-money laundering and counter-terrorist financing laws; 9.1.11. the Affiliate is not acting for or on behalf of EVEDEX in any regulated capacity; and 9.1.12. the Affiliate holds all registrations, licences, permissions and approvals required to conduct the Program activities in each jurisdiction in which it acts. 9.2. The Affiliate shall indemnify EVEDEX and each member of the Group 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 or any member of the Group arising out of or in connection with any third-party claims or any action, adjudication or decision taken against EVEDEX or any member of the Group 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. 9.3. For any breach by the Affiliate of Section 5 (Prohibited Activities) or Section 8 (Affiliates’ Obligations), EVEDEX has the right to demand from the Affiliate, and the Affiliate is obliged to pay to EVEDEX, liquidated damages in an amount equal to the total Commissions paid or payable to the Affiliate in the twelve (12) months preceding the breach. The Parties agree that this amount represents a genuine pre-estimate of the loss likely to be suffered by EVEDEX as a result of such breach. 9.4. For any material breach by the Affiliate of Section 12 (Confidentiality) which results in material adverse consequences for EVEDEX or any member of the Group, EVEDEX has the right to demand from the Affiliate, and the Affiliate is obliged to pay to EVEDEX, liquidated damages in the amount of five thousand US Dollars (USD 5,000.00). The Parties agree that this amount represents a genuine pre-estimate of the loss likely to be suffered by EVEDEX as a result of such breach. This clause does not apply to any non-material breach which has not resulted in material adverse consequences for EVEDEX or any member of the Group. 9.5. Payment of liquidated damages under clauses 9.3 and 9.4 is without prejudice to EVEDEX’s rights to terminate this Agreement, claim for damage and other losses, to adjust, withhold, recall or set off Commissions under clauses 5.2, 5.3, 7.6, 7.8 and 7.11, to be indemnified under clause 9.2 in respect of third-party claims, and to seek injunctive or other equitable relief. ### 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. You grant EVEDEX and each member of the Group an irrevocable, perpetual, worldwide, royalty-free, transferable and sub-licensable licence to use the Affiliate Content for those purposes. This licence survives termination of this Agreement. 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. 10.5. To the fullest extent permitted by applicable law, you waive all moral rights and rights of a similar nature in the Affiliate Content, and you consent to any act that would otherwise infringe those rights. 10.6. You shall not register or apply to register, and shall not permit any person to register, any trademark, domain name, social media handle, account name or other identifier which incorporates or is confusingly similar to “EVEDEX” or any other trademark of the Group. If you have done so, you shall, at our request, transfer it to us or a member of the Group at your cost, or delete it. ### 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”). Confidential Information includes, without limitation, market insights, strategic plans, product development roadmaps, marketing strategies, user data, performance metrics, the terms of any Engagement Terms, and any internal communication regarding the Promoted Products or our business strategy. 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), and shall not use any Confidential Information for any purpose other than the performance of this 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. 12.4. The obligations in this Section 12 continue in force for five (5) years from the date of termination of this Agreement. 12.5. On termination of this Agreement, or earlier on our request, you shall return or irretrievably destroy all Confidential Information in your possession or control and, if we so request, confirm in writing that you have done so. ### 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 in the twelve (12) months preceding the event giving rise to the liability; 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. 13.8. Any claim by the Affiliate arising out of or in connection with this Affiliate Agreement must be notified to us in writing, with reasonable particulars, once the Affiliate became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. Any claim not so notified is irrevocably waived and barred. 13.9. The exclusions and limitations of liability in this Section 13 apply for the benefit of EVEDEX and each member of the Group, and each of their directors, officers, employees and agents. ### 14. TERMINATION 14.1. EVEDEX may terminate this Affiliate Agreement or any Engagement Terms 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. Where Engagement Terms are in force, the Affiliate may not terminate this Affiliate Agreement before the expiry of those Engagement Terms, save where we are in material breach and have failed to remedy that breach within 90 (ninety) days of written notice. 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. You shall also immediately cease all use of the EVEDEX brand and, at our request, remove or amend any Affiliate Content that remains published. 14.4. Termination does not affect any right, remedy, obligation or liability that has accrued as at the date of termination. Clauses 4.4, 4.7, 5.2, 5.3, 7.3, 7.4, 7.6 to 7.11, Section 9, clauses 10.2 to 10.6, Section 11, Section 12, Section 13, clauses 14.3 to 14.4 and Section 15 survive termination of this Affiliate Agreement. ### 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 together with the Terms of Use and any Engagement Terms, where applicable, contains 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. You acknowledge that you have not relied on any statement, representation or assurance that is not set out 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, Transfer and Novation* 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. Any purported assignment or transfer in breach of this clause is void. 15.6. EVEDEX may at any time assign, transfer, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights, benefits, claims and obligations under this Affiliate Agreement, in whole or in part, to any person, including any member of the Group and any acquirer of all or part of our business or assets, without reference to the Affiliate but by serving a written notice on you, which takes effect upon the delivery of such notice. 15.7. Without limiting clause 15.6, EVEDEX may assign, transfer, pledge, factor or otherwise dispose of any debt, receivable or claim owing to it by the Affiliate under or in connection with this Affiliate Agreement, including any claim arising from a breach by the Affiliate, to any person, without the consent of the Affiliate. The Affiliate hereby irrevocably consents in advance to any assignment, transfer or novation made under clauses 15.6 and 15.7, agrees that it will remain bound by this Affiliate Agreement following any such assignment, transfer or novation, and agrees to execute promptly any document that we reasonably request in order to give effect to it. 15.8. Notice of any assignment, transfer or novation under clauses 15.6 and 15.7 may validly be given by publication on the Platform or through your Affiliate account, and takes effect on the date of such publication or notification. *Third Party Rights* 15.9. 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, save that each member of the Group and each of their directors, officers, employees and agents may enforce this Agreement, where applicable. The consent of any such person is not required to vary, rescind or terminate this Affiliate Agreement. *Costs and Expenses* 15.10. 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* 15.11. Any notice required under this Affiliate Agreement shall be given: 15.11.1. to EVEDEX: in writing and sent to the address and email address indicated below; and 15.11.2. to the Affiliate: through the Affiliate account, by email to the address registered on the Affiliate account, if any, or by publication on the Platform, with immediate effect. *Invalidity* 15.12. 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. 15.13. To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 15.12, 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 15.12, not be affected. *Translation* 15.14. 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* 15.15. 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. You are not entitled to any employment benefit, holiday pay, pension or similar entitlement from EVEDEX, and you are responsible for your own insurance, social security and equivalent contributions. *Jurisdiction and Dispute Resolution* 15.16. This Affiliate Agreement shall be governed by and construed in accordance with the laws of England and Wales. 15.17. 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). Nothing in this clause prevents EVEDEX from applying to any court of competent jurisdiction for interim or injunctive relief. 15.18. 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. 15.19. Each party may bring a claim against the other only in its individual capacity, and not as a claimant or class member in any purported class, collective or representative proceeding. *Amendments* 15.20. 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. We will use reasonable efforts to notify you through your Affiliate account of any change we consider material. Changes take effect on the date of publication unless we state a later date. ### 16. CONTACTING US You may contact EVEDEX regarding this Affiliate Agreement or the Platform as follows: e-mail: --- # Agent Instructions This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. Learn more at gitbook.com. ## Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. 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