Partner Agreement

Application of Agreement

This Agreement governs terms and conditions of Company’s affiliate program that entails Partner’s integration of Company’s Product to Platform to provide new features to End Users and getting reward for that. Agreement constitutes entire agreement with the following documents:

• Terms of Use
• Affiliate Program Terms
• ChangeNOW API Terms
• Staking Service Terms

These documents shall be accepted together with Agreement.

By providing consent to this Agreement in applicable forms, Partner accepts terms of this Agreement together with above-mentioned documents as legally binding in full without any limitations.

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 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.

Amendment of Agreement

Agreement placed on changenow.io/terms-of-use/partner-agreement represents the most current version. Over time, ChangeNOW may unilaterally amend 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.

Terms and Definitions

If 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 Seychelles.

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

Affiliate Reward shall mean referral fees earned by Partner in case End Users successfully use Company's services through System.

API shall mean the application programming interface provided by Company for the purposes of enabling Product to be integrated into, and accessed by End Users to Product via Platform.

End User(s) shall mean an individual obtaining services from Company through System.

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 API) 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.

Personal Data shall have the meaning as described in the applicable data protection laws and shall include, without limitation, any data or information (regardless of the medium in which it is contained and whether alone or in combination) that relates to an identified or identifiable natural person.

Platform shall mean the proprietary software of Partner which allows integration of Company’s Product that enables End Users to purchase Company’s services through this software.

Product shall mean the proprietary software of Company and its visual part through which Company provides services and solutions.

System shall mean the result of integration of Product into Platform available for End Users.

Affiliate’s Program Terms

Rules for enrollment to affiliate program are set out in Affiliate Program Terms. Rules of using ChangeNow’s public API are set out in ChangeNOW API Terms. Partner may also apply for staking program under rules set out in Staking Service Terms (this is not obligatory, but optional for our Partners).

Company confirms that Partner provides services only for the demonstration of Company's services in Platform and technical ability for End User to use Company’s services through System.

Affiliate Reward

Except in jurisdictions in which such a transaction is not permitted, Partners are eligible to earn Affiliate Reward, according to the calculation described below. If ChangeNOW determines that payment of affiliate commissions in any jurisdiction is illegal under any laws, then ChangeNOW may reserve the right to not pay Affiliate Reward for any sales made in that jurisdiction. Please contact us at so please contact us via partners@changenow.io to discuss possible options.

If End Users successfully use Company's services through System (i.e. the related End User’s orders are not cancelled or refunded), then Partner shall be entitled to receive Affiliate Reward. ChangeNOW may offer exclusive conditions to selected Partners, so please contact us via partners@changenow.io.

Affiliate Reward is accumulated in the virtual currency that End User received after the exchange through System.

Affiliate Reward is available to withdraw from Profile upon receiving request from Partner. Partner has the opportunity to withdraw Affiliate Reward from Profile at any time on the following cumulative conditions:

Affiliate Reward shall be converted to a supported currency. Withdrawals are supported in BTC, USDT (ERC20 and TRC20), USDC, XMR, BUSD (BSC), USDT (BSC), ETH, DGB, DOGE, NOW token.

There is a minimum amount of funds accumulated that is available for withdrawal depending on the token of virtual currency. Partner will not be able to withdraw funds if the balance is lower than the minimum. The minimum amount for withdrawal is placed in Profile. Please note there is a minimum withdrawal available that may be changed.

Withdrawal of Affiliate Reward must be made to the e-wallet address of Partner specified in Profile.

Withdrawal of Affiliate Reward request may be accompanied by an invoice from Partner to Company. Invoices must be placed in Profile.

Payment shall be made within 7 business days from receiving the withdrawal of Affiliate Reward request.

The exchange rate is calculated on the day of payment and at the rate shown on CoinMarketCap's website.

Partner is responsible for any and all charges, fees, taxes, exchange rates, surcharges, and other expenses incurred in order to receive Affiliate Reward.

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.

Compliance with Law

Parties shall comply with all applicable laws and regulations in performing the scope of activities under this Agreement. Parties represent and warrant that they obtain all necessary licences and permissions required by applicable legislation in order to fulfil their obligations 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.

By accepting these agreements, you certify that you do not have an outstanding arrest warrant and are not a defendant in any pending case. The Company reserves the right to refuse access to its services to any Partner if such information is discovered.

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.

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.

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.

For the sake of clearance, this Agreement does not cover the relationship with End User data processing.

Intellectual Property Right

All previously owned Intellectual Property Rights will remain the ownership of each Party.

Parties have agreed that no creation of Intellectual Property Right or transfer of the exclusive right over such Intellectual Property Rights shall take place under this Agreement.

For avoidance of doubt, Company is the exclusive owner of Product and all of the Intellectual Property Rights over Product, including software and copyrights, even if Company incorporates into Product suggestions made by Partner, and Partner shall not acquire any rights or interests in Product 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.

For avoidance of doubt, Partner is the exclusive owner of Platform and all of the Intellectual Property Rights over Platform, including software and copyrights, and Company 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 Partner automatically upon their creation.

Company hereby grants to Partner a worldwide non-exclusive, non-transferable licence to use, display and publish Product solely in connection with operation of System. Upon termination of Partner participation in the affiliate program, Partner shall cease making use of Product.

ChangeNOW hereby grants to Partner worldwide non-exclusive, non-transferable licence to use and display the links, the interface, and any promotional material provided by ChangeNOW. Upon termination of Partner participation in the affiliate program, Partner shall cease making use of any content, data, or information provided to Partner by ChangeNOW.

It is hereby clarified that in no circumstances Affiliate will be eligible to use sponsored ads using ChangeNOW Intellectual Property without receiving ChangeNOW’s written consent in advance. This provision shall survive any termination of the business interaction between Partner and ChangeNOW, regardless of the cause of termination.

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 Affiliate Reward paid by Company to Partner under this Agreement during the twelve-month period immediately preceding the date upon which the applicable cause of action arises.

Company shall be solely responsible for the operation of Product and API. Company, at its own expense will indemnify, defend, and hold harmless Partner, 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 Company of this Agreement,
• any service, content or other materials or services provided by Company under this Agreement, or
• an allegation that the services or content provided by Company to its customers or End Users violates any local, state, federal or foreign law, rule or regulation.

Partner shall be solely responsible for the operation of Platform. 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 Party of this Agreement,
• any service, content or other materials or services provided by Party under this Agreement, or
• an allegation that the services or content provided by Party to its customers violates any local, state, federal or foreign law, rule or regulation.

Either Party agrees to indemnify, save and hold harmless 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 defence 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.

ChangeNOW cannot guarantee or warrant that the performance of ChangeNOW's API, the links to its website, or the interface, will be uninterrupted. ChangeNOW shall not be liable for any error in the implementation of the links on Partner’s website or for any malfunction of the links.

Partner agrees to indemnify and hold harmless ChangeNOW and its employees, representatives, agents, and referrals, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from (a) any breach, non-compliance, or non-performance by Partner of the representations, warranties or covenants pursuant to the Terms; or (b) any claim brought against ChangeNOW by any third party resulting from Partner’s operation of Affiliate website, including without limitations, with regards to infringement of third party rights or Partner’s promotion and marketing activities.

Applicable Law & Dispute Resolution

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

Any disputes regarding partnership 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 Seychelles, with express waiver of any other, for the resolution of any disputes arising from Agreement.

Term and Termination

Agreement shall remain in effect for as long as Partner continues to participate in the affiliate program. 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 finalised.

Partner acknowledges and agrees that ChangeNOW may terminate API if Partner or Platform violate, 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 affiliate program activities.

ChangeNOW reserves the right to remove Profiles from our system if Partner has not been logged into Profile for a period of three (3) years and/or have no transactions made during a period of three (3) years.

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 authorised 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.