Listing Agreement

1. Application of Agreement

This Agreement governs terms and conditions of Company’s services on integration of Partner's virtual asset into ChangeNOW’s software with the aim of providing new virtual asset to End Users in return for reward.

Agreement constitutes entire agreement with the following documents:

• Terms of Use including Asset Listing Terms
• Privacy Policy

These documents shall be accepted together with Agreement.

This Agreement is accepted by cumulative actions of the Partner: (a) ‘ticking’ the applicable box in the acceptance section and (b) fully and correctly completing the ChangeNOW Token Listing Application.

By accepting terms of Agreement, Users certify that they have legal capacity to enter into legal relationships with ChangeNOW. To the extent permitted by applicable law, ChangeNOW is not responsible for any actions that may be committed by persons lacking legal capacity.

By accepting terms of Agreement, Users certify that their applicable law allows them to enter into this Agreement. If you are not sure, please turn for legal assistance. Company has the right to refuse to cooperate with partners that have legal limitations to use Company’s services. Partner represents and warrants that he obtained all necessary licenses and permissions required by applicable legislation in order to enter into Agreement and fulfill obligations under Agreement.

By default Agreement applies to all Partners accepting Agreement. However, if (I) Partner's jurisdiction does not recognize clickwrap (also known as click-accept, click-to-sign, or click-through) agreements as legally binding; or (II) if Partner wants to negotiate non-standard terms of Agreement, Partner shall contact ChangeNOW directly at partners@changenow.io and initiate signing a written version of agreement on terms both Parties accept. Mutually signed written agreements exchanged by Parties take legal precedence over this clickwrap Agreement and shall prevail.

2. Amendment of Agreement

Over time, ChangeNOW may unilaterally amend the Agreement, including to comply with the latest changes in the applicable law and jurisprudence. All changes come into force from the moment they are published on this page, unless a different period is indicated in the text of the amendments. ChangeNOW asks Partners to regularly check this page for the latest version.

3. Terms and Definitions

If the Agreement uses terms that are not specified in this section, and they are not defined precisely, then they must be interpreted in accordance with the application of the current legislation of Saint Vincent and the Grenadines, the rules and customs of business, including those established on the Internet.

In this Agreement save where the context otherwise requires the following words and expressions shall bear the following meanings:

End User(s) shall mean an individual who performs the operations with their virtual assets on Platform.

Intellectual Property Rights means rights in patents, petty patents and utility models, trademarks, service marks, trade or business names, logos, get-up and trade dress, copyright (including rights in computer software) and moral rights, rights in designs, database rights, know-how and other confidential information and all other rights or forms of protection of equivalent or similar nature in any part of the world (whether or not in documentary form and whether or not patentable, copyrightable, or otherwise protectable under Applicable Laws, and whether registered or capable of registration or not), and applications therefor and the right to apply for the same.

Platform shall mean the proprietary software of a Company which allows different Partners to integrate their virtual assets and make it available to End Users.

Token means Partner’s virtual asset.

Token Information shall mean data about Token provided by Partner for the purposes of enabling Token to be integrated into and accessed by End Users to Token via Platform.

4. Company’s Reward

Parties agreed that in exchange for Token integration to Platform, Partner provides Company with a monetary reward for its listing services (“Reward”). The amount of Reward and payment terms shall be mutually determined by a Partner and Company in writing in any optional means of communication. Letters, correspondence, documents including the terms of Reward amount become an integral part of the Agreement.

The payment amount shall correspond to the amount in the invoice. Additional network fees shall be calculated by Partner and shall be paid by Partner over the amount stated in the invoice.

Parties agreed to conduct mutual settlements to the e-wallet address of the Company specified in the invoice.

Please be advised that the Company's Reward may be subject to variations if the partner fails to meet the criteria outlined in Section 5.

5. Description of Integration

Company shall integrate Token into Platform after receiving money Reward from Partner.

Company shall use reasonable endeavors to maintain the availability of Platform, eliminate malfunctions and delays. If the bugs, delays, errors, difficulties, or any malfunctions cannot be resolved, the Company shall provide the workaround solution to restore functions.

Company undertakes to use Token Information to connect Token to Platform solely for the purpose of executing this Agreement. The Token must meet the requirements set out in Terms of Use.

Company is entitled to remove Token from Platform permanently according to delisting conditions set out in Terms of Use without the obligation for any monetary compensation.

Company agrees to inform Partner about any errors or difficulties found in working with Platform and Token operations, as well as about the typical conditions and symptoms of such errors and difficulties. In any case, Partner acknowledges that Platform may be subject to downtime due to planned or emergency maintenance, updates or modifications and that Platform may be subject to limitations, delays and other problems inherent in the use of over communications networks and facilities, including the internet, which are outside of the control of the Company. Company will not be held responsible for delays arising from the events described in the previous paragraph. Company has no obligations to promote Token or organize marketing activities to attract End Users to operations with Token.

Partner acknowledges and agrees to the following conditions that may affect the terms and cost of integration:

• Availability of Public Node - Partner shall ensure the availability of a public node for the Token. In the event a public node is unavailable, Partner needs to provide documentation for the Company to implement the node ourselves. In this case, the amount and time for development will increase.
• Liquidity Provider Engagement - Should a liquidity provider already be engaged, it is anticipated that the listing process will be expedited, resulting in a shorter timeframe for completion. This engagement allows for a streamlined integration process, subject to successful verification and compatibility assessment.
• Liquidity Provider Restrictions - In the event the chosen liquidity provider suspends acceptance/withdrawal activities during the testing or launch phases, the listing process timeline may be extended at the discretion of the Company.
• Comprehensive Methods Description - Partner shall furnish a meticulous and exhaustive description of the technical methods employed, including an accompanying API documentation for node, indexer, and blockchain browser (bb). In cases necessitating additional applications beyond standard RPC, Partner shall provide requisite API documentation for the same.
• Fully Operational Blockchain - Partner affirms that the Token's underlying blockchain is fully operational, and all requisite developments have been effectuated. The possession of a functional node and/or wallet shall be a prerequisite for the successful implementation.
• Availability of SDK - In the presence of a Software Development Kit (SDK), Partner shall ensure the availability of node.js and python SDKs to facilitate the integration process
• Peer To Peer exchanges - The integration of peer-to-peer exchanges shall be evaluated individually. The cost and timeline for such integration may vary and may result in an increase in both.

Please note! In the event that Partner fails to meet any of the criteria specified in Section 5 of this Agreement, Company reserves the right to adjust the terms and cost of the listing services accordingly. Any such adjustments shall be communicated to the Partner in writing.

6. Partner’s Rights and Obligations

Partner is obliged to provide Company with the documentation necessary to integrate Token into Platform no later than three (3) business days after receiving Company's request.

Partner shall ensure that Token does not (i) infringe any applicable laws; or (ii) infringe the Intellectual Property Rights of any third party.

Partner shall not introduce into Platform any malicious software including by using up-to-date, industry-standard, and comprehensive anti-virus software to seek to prevent the introduction of any Malicious Software into Platform.

Partner shall assist Company on all issues of connecting Token to Platform and make settings on its side at the request of Company and assist Company in correcting errors. Partner shall respond to Company’s requests within one (1) business day after receiving the relevant request.

All the complaints and claims regarding the operability of Token shall be resolved by Partner at its own discretion and at its own expense. Company shall have no obligation to assist Partner in any complaints and claims regarding the operability of Token. In case of any complaints or claims reception by the Company according to the Token operability, the Company shall send it to the Partner for resolving.

Partner shall immediately inform Company about any events that may affect Token functionality including but not limited to 51% attack and similar events.

7. Compliance With Law

Parties shall comply with all applicable laws and regulations in performing the scope of activities under this Agreement.

Either Party shall be individually responsible for paying taxes levied on such Party under applicable laws, including laws of the respective state of residence of Party.

8. No Conflicting Obligation

Parties represent that entering into, and performance of, this Agreement by both Parties does not and will not breach or conflict with any agreement or understanding to which Parties are or will become a party.

9. No Partnership Intended

Nothing in this Agreement shall be deemed or construed to create an employment contract, partnership or joint venture between Parties hereto and the actions of each Party shall be rendered as an independent contractor and not as an agent for the other Party.

10. Data Protection

Personal Data of the individuals who create and manage Profile is governed by Privacy Policy.

Company and Partner shall each provide the other with all assistance and cooperation reasonably necessary to enable the other party to meet its obligations under and demonstrate compliance with data protection legislation with respect to Personal Data.

11. Intellectual Property Rights

All previously owned Intellectual Property Rights will remain the ownership of each Party. Parties have agreed that no creation of intellectual activity results or transfer of the exclusive right over such results shall take place under this Agreement.

For avoidance of doubt, Company is the exclusive owner of Platform and all of the Intellectual Property Rights over the Platform, including software and copyrights, even if Company incorporates into Platform suggestions made by Partner and the Partner shall not acquire any rights or interests in Platform including any additions, developments modifications, updates and new versions thereof and other derivative works thereto. Such rights shall vest in Company automatically upon their creation irrespective of whether they are made by Company, Partner or third-party providers.

Partner’s content (its name, logo(s), trademarks, URLs, and other intellectual property) shall remain the sole property of Partner. Partner hereby grants to Company a non-exclusive, non-transferable, royalty-free worldwide license to use, reproduce, modify, display, and publish Partner content solely in connection with operation of Token. License is granted for the term of the Agreement and 5 (five) years after its termination. This provision shall survive Agreement termination.

12. Limitation of Liability

Under no circumstances Parties will be liable for special, incidental, or consequential damages, including, without limitation, loss profit or losses resulting from business interruption, even if Parties have been advised of the possibility or likelihood of such damages.

Parties will not be liable for any delay, loss, or damage attributable to any service, product or action of any third party.

In no event will Parties or its affiliates aggregate liability for any and all claims, losses or damages arising out of or relating to this Agreement, or any services exceed money Reward paid by Partner to Company under this Agreement.

Partner shall be solely responsible for the operation of Token. Partner, at its own expense will indemnify, defend, and hold harmless Company, its affiliates, and their respective employees, officers, directors, representatives, and agents from and against all losses, damages, liabilities, settlements, costs and expenses (including attorneys’ and professionals’ fees and other legal expenses) arising out of or related to any claim, demand, suit, action, or proceeding initiated by any third Party arising out of or relating to:

• any breach by Partner of this Agreement,
• any service, content or other materials or services provided by Partner under this Agreement, or
• an allegation that the services or content provided by Partner to its customers or End Users violates any local, state, federal or foreign law, rule or regulation.

Either Party agrees to indemnify, save and hold harmless the other Party from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Party’s responsibilities or obligations, representations or warranties under this Agreement. Provided that (a) a indemnified party promptly notifies indemnifying party in writing of the claim; (b) indemnifying party shall have sole control of the defense and all related settlement negotiations; and (c) indemnified party shall provide indemnifying party with the assistance, information and authority necessary to perform indemnifying party’s obligations under this section.

Nothing in this Agreement shall limit or exclude either Party’s liability in respect of any claims: (i) for death or personal injury caused by the negligence of such party; resulting from the willful default or gross negligence of such party; or to the extent that such liability may not otherwise be limited or excluded by applicable law.

13. Applicable Law & Dispute Resolution

This Agreement and any action related hereto will be governed by the laws of Saint Vincent and the Grenadines, without giving effect to any principles that provide for the application of the law of another jurisdiction.

Any disputes regarding the services and/or in connection with this Agreement shall be settled through negotiations between Parties. In case Partner wants to raise an issue for a dispute, Partner shall contact ChangeNOW’s support at partners@changenow.io indicating that the matter should be brought to the attention of ChangeNOW legal team. ChangeNOW legal team must provide a written response within 10 business days via the Partner’s means of communication specified in the request.

If the dispute cannot be resolved by negotiation, Parties agree to the exclusive jurisdiction and venue of the appropriate court located in Saint Vincent and the Grenadines, with express waiver of any other, for the resolution of any disputes arising from Agreement.

14. Term and Termination

Agreement shall remain in effect for as long as Partner’s virtual asset is integrated on Company’s Platform. Partner or ChangeNOW may terminate Agreement at any time, with or without cause, by giving the other Party notice of such termination. No commissions shall accrue or be earned by Partner following the effective date of termination.

ChangeNOW may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid and to confirm that all transactions are finalized.

Partner acknowledges and agrees that ChangeNOW may terminate the Agreement if Partner violates, as determined by ChangeNOW in its sole discretion, any of the aforementioned restrictions or are in breach of Agreement. Upon termination, Partner’s rights as set forth in Agreement and terms will immediately terminate and Partner will immediately cease conducting all integration activities.

15. General

Waiver and variation. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by either Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Force Majeure. Neither Party shall be liable under this Agreement for non-performance caused by unforeseeable events or conditions beyond that Party’s reasonable control, if prompt notice of such cause arising is given and all reasonable efforts to perform are made.

Severability. In the event that any part of this Agreement is found to be unenforceable, the remainder will continue in effect, to the extent consistent with the intent of Parties.

No Assignment. Neither Party may assign or otherwise transfer, in whole or in part, this Agreement without the prior written consent signed by an authorized representative of the other Party.

Non exclusive remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.