CoinRaces Affiliate Program
Terms & Conditions

These Terms and Conditions ("Terms") are entered into between you ("Affiliate", "You" or "Your") and the CoinRaces Operators (as defined below) ("CoinRaces", "we", "us" or "our").

It is your responsibility to read these Terms together with the provisions set forth in our Privacy Policy carefully before using the CoinRaces website https://coinraces.io/. By accessing, registering, downloading, using, clicking on information pertaining to the CoinRaces Affiliate Program (“Program”), tools and information made available through this website and/or Telegram and/or mobile and/or desktop application in any capacity, you agree that you have read, understood, accepted, and agree to be bound by these Terms as well as our Privacy Policy when using this website or participating in the Affiliate Program. If you do not agree to these Terms and our Privacy Policy, you should immediately stop using this website or the CoinRaces Services. In addition, when participating in the CoinRaces Affiliate Program or using some features of the CoinRaces Services made available through the CoinRaces Interface, website and/or Telegram and/or mobile and/or desktop software applications, you may be subject to specific additional terms and conditions applicable to those features, any commercial programs and/or services provided by Third Party Service Providers, and you agree to be bound by the additional terms and conditions with such providers.

We reserve the right to modify or amend these Terms, the website, or any Content on the website from time to time, including for security, legal or regulatory reasons, to reflect updates or changes to the service or functionality of the website and/or the Affiliate Program. You are advised to check these Terms periodically to ensure that you are aware of and are complying with the terms of the then existing current versions. Changes are binding on all Users of the website and Affiliate Program subscribers and will take effect immediately from the posting of the revised documentation on the website. You agree to be bound by such variation and your continued use of the website, tools and Affiliate Program information made available shall constitute your acceptance of such variation.

We will indicate on our web page and/or Telegram and/or mobile and/or desktop our mobile app that the Terms have changed. You accept that by doing so, we have provided you with sufficient notice of such change.

We encourage you to seek professional advice regarding any tax and legal requirements with which you must comply in relation to you being a user of this website, a member of the Affiliate Program and use of our tools and services.

Construction

The Terms comprise:

• the general terms and conditions set out herein which apply generally to you, your registration in the Affiliate Program and use of a CoinRaces Account and the CoinRaces Services (“General Terms”); 

• the Privacy Policy and other legal Agreement published by the CoinRaces Operators;

To the extent there is any conflict or inconsistency between the components of the Terms, such conflict or inconsistency shall be resolved in the following order of precedence, unless a term and condition set out in a document of lower precedence is expressly identified as taking precedence over a document of higher precedence: Affiliate Program General Terms, Terms of Service, Privacy Policy and other CoinRaces Policies.

If the parties agree to enter into a transaction using an electronic medium (for example an internet website) then the terms applicable to that electronic medium shall prevail to the extent they are binding on the parties and are inconsistent with these Terms.

A provision of law is a reference to that provision\

as amended or re-enacted.

Headings are for ease of reference only.

Headings are for ease of reference only.

1. DEFINITION AND INTERPRETATION

In this Agreement unless the context otherwise requires, the provisions in this Clause 1 apply:

1.1 Definitions

“Associate” means, in respect of a person, any other person which directly or indirectly Controls, is Controlled by, or is under common Control with, that person from time to time;

“Affiliate Image” has the meaning ascribed to it in Clause 7.2;

“Agreement” means these CoinRaces App Affiliate Program Standard Terms and Conditions, including the Program Terms;

“Applicable Law” means all legally binding laws, statutes, regulations, subordinate legislation, orders, and decrees of any Governmental Body and any judgments, decisions and injunctions of any court or tribunal, in each case having jurisdiction over the matter in question;

“Business Day” means a day, other than a Saturday or public holiday in the jurisdiction in which the Affiliate is domiciled or incorporated;

“Code of Conduct” means CoinRaces’ code of conduct as set out in Schedule 1 of the CoinRaces Affiliate Agreement which may be entered into and/or amended from time to time by CoinRaces at its sole and absolute discretion;

"CoinRaces Interface" means the website, and/or Telegram and/or mobile and/or desktop software applications in any capacity and any other official CoinRaces communication channels made available for access to use the CoinRaces Services and being subject to revision periodically.

“Commissions” means the fees payable to the Affiliate as described in the Program Terms and/or CoinRaces Affiliate Agreement;

“Confidential Information” has the meaning ascribed to it in Clause 9.1;

“Control” means, in respect of a person, the holding, or controlling, in each case, directly or indirectly, of shares or any similar rights of ownership in that person bearing the majority of voting rights attaching to all the shares or other rights of ownership in that person or having the power to direct or cause the direction and management of the policies of that person whether as a result of the ownership of shares, control of the board of directors, contract or any power conferred by the articles of association or other constitutional documents of such person, and “Controlling” and “Controlled” shall be construed accordingly;

“Effective Date” means the date upon which these terms are executed (i.e., the date on which the Affiliate accepts the Agreement);

“Governmental Body” means any national, federal, regional, provincial, state, county, city, local or foreign government, or any court, tribunal or arbitrator or any regulatory or supervisory authority, agency, ministry, commission, branch, department, division, body, official or instrumentality thereof, in each case being of competent jurisdiction and “Governmental Bodies” shall be construed accordingly;

“Term” has the meaning ascribed to it in Clause 3; and

“VAT” means value-added tax or other similar tax (including goods and services tax and sales tax).

“CoinRaces” means the brand and gaming applications which are administered by the CoinRaces Operators.

1.2 In this Agreement:

1.2.1 unless the context otherwise requires or permits, references to the singular will include the plural;

1.2.2 clause headings are for ease of reference only and are not intended to be part of or to affect the meaning, interpretation, or construction of any of the terms and conditions of this Agreement;

1.2.3 a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments, or other subordinate legislation made under the relevant statute;

1.2.4 any reference to a statute, statutory provision, subordinate legislation, code or guideline (“Legislation”) is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and

1.2.5 any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. PERFORMANCE

Unless expressly stated otherwise in an Addendum, you will be solely responsible for determining the most effective manner and methods to conduct Program Activities, including determining when (i.e., the days and times), where (i.e., the particular venue or location), and how to conduct Program Activities, and the frequency with which you do so, in accordance with the Program Terms. Except as expressly set forth in this Agreement, including the Program Terms, CoinRaces will not control the manner or prescribe the method you use to conduct Program Activities contemplated by this Agreement.

Unless otherwise expressly stated in an Addendum, you will be solely responsible for all costs and expenses of doing business, including all payments, all taxes, and other business expenses that may be incurred in connection with the Program Activities.

3. COMMENCEMENT AND DURATION

The Agreement will take effect on the Effective Date. Unless expressly stated otherwise in an Addendum, these terms will continue in full force until terminated by you or us as set forth in Clause 12. of this Agreement.

4. COMMISSIONS AND PAYMENT

4.1 Unless expressly stated otherwise in an Addendum, CoinRaces will pay to the Affiliate the Commissions (if any) in accordance with the Program Terms as set out in Schedule 2, all of which are exclusive of VAT or other sales and withholding taxes, if applicable.

4.2 If required by the Affiliate for tax purposes or otherwise requested by CoinRaces, the Affiliate shall submit invoices for the Commissions, plus VAT or any other applicable withholding taxes, to either CoinRaces, or a subsidiary of CoinRaces Operators, e.g., a billing administration agent.

4.3 Any VAT or other sales taxes imposed by any government, statutory, or tax authority shall be borne by the Affiliate, as the case may be. If CoinRaces is required by Applicable Law to withhold taxes from its payments and remit such taxes to the local taxing jurisdiction, then CoinRaces will pay the net amount after the taxes have been withheld and provide to the Affiliate a copy of the official tax receipt upon request.

4.4 If the Affiliate breaches any of its obligations in Clauses 5, 6 or the Code of Conduct contained in this CoinRaces Affiliate Agreement, CoinRaces reserves the right to withhold any Commissions due to the Affiliate and to recover from the Affiliate any amount of the payments that CoinRaces or its subsidiaries or billing administration agents had previously made under this Agreement to the Affiliate before such breach.

5. AFFILIATE’S OBLIGATIONS

5.1 The Affiliate agrees to:

5.1.1 provide introductory services, including the design and implementation of certain eligible promotional campaigns, including but not limited to the purpose of introducing new customers to the CoinRaces Interface, serve as a brand ambassador, actively participate in social media and advertising campaigns for the purposes of delivering the Program services as set out herein;

5.1.2 provide and maintain accurate, complete, and up-to-date information when registering for the Program. CoinRaces reserves the right to decline your registration. You are responsible for all activity that occurs under the management of your Program. Unless otherwise permitted by CoinRaces, you may only operate one Program and may not register for an additional Program accounts;

5.1.3 act solely in accordance with CoinRaces’ Code of Conduct as set out in Schedule 1 of this CoinRaces Affiliate Agreement and in compliance with all Applicable Laws (including any applicable advertising, social media, and/or competition regulations and guidelines issued by the applicable Government Bodies) and online platforms’ terms and conditions and policies, (including community guidelines). If you are a business, you will ensure that your employees, personnel, Associates, and agents comply with this Agreement, including the Program Terms, and you will be responsible for their conduct in connection with this Agreement;

5.1.4 inform CoinRaces immediately of any criminal prosecution or other complaint brought against them after the Effective Date and of any actual or likely press speculation or inquiry into them, their personal or business affairs, or publication in relation to such matters; and

5.1.5 inform CoinRaces 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 CoinRaces.

6. AFFILIATE’S WARRANTIES AND INDEMNITY

6.1 The Affiliate warrants, represents, and undertakes to CoinRaces that:

6.1.1 the Affiliate has the legal capacity and is free contractually to enter into and to perform this Agreement and has not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent him doing so;

6.1.2 in the event the Affiliate is a natural person, the Affiliate is 18 years of age or older and agrees to provide CoinRaces with identification to confirm his age if required to do so by CoinRaces;

6.1.3 the Affiliate does not have any unspent criminal convictions of any kind subsisting at the Effective Date;

6.1.4 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 CoinRaces in its sole and absolute discretion as discriminatory, racist, homophobic, sexist or extremist (whether political or religious);

6.1.5 the Affiliate has not used paid followers, bots, or other forms of technology to artificially inflate his follower numbers or make his posts appear more popular;

6.1.6 your content (save to the extent that you incorporate material provided by CoinRaces) will not infringe the copyright or any other rights of any third party;

6.1.7 your 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;

6.1.8 the rights the Affiliate has granted to CoinRaces 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

6.1.9 the Affiliate has disclosed in writing to CoinRaces all material facts that are relevant to his engagement as CoinRaces’ Affiliate.

6.1.10 the Affiliate shall indemnify CoinRaces 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 CoinRaces, its subsidiaries and agents arising out of or in connection with any third-party claims or any action, adjudication or decision taken against CoinRaces, its subsidiaries or agents by any Government Body, in each case, directly or indirectly arising (in whole or in part) out of any breach of Clause 5 or 6.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 During the Term, you may use the CoinRaces Trademarks (as defined below) that are specified by CoinRaces for your use solely to create and use your own promotional content for the Program Activities, in accordance with this Agreement and the trademark guidelines and other instructions as CoinRaces may make available to you from time to time, but subject to CoinRaces’ prior written approval of the promotional content you create. You may not use such promotional content you create without CoinRaces’ approval.

7.2 You grant to CoinRaces a perpetual, irrevocable, sublicensable, royalty-free license, during and after the Term of this Agreement, to reproduce, distribute, display, perform, modify, and otherwise use any text, images, videos, or other content (including promotional content) that you create or publish in connection with the Program Activities (collectively, the “Affiliate Image”), for any marketing, promotional or internal business purposes, without attribution or further compensation to you.

7.3 CoinRaces’ trademarks (including, but not limited to the “CoinRaces” Trademark), service marks, trade dress, logos, and any other indicia of the source of CoinRaces’ goods or services (“CoinRaces Trademarks”) are all the property of CoinRaces. Your limited right to use the CoinRaces Trademarks in connection with the Program Activities does not give you any right, title, or ownership interest with respect to the CoinRaces Trademarks. All goodwill arising from your use of the CoinRaces trademarks in connection with Program Activities, as permitted pursuant to the Agreement, will ensure to the benefit of CoinRaces.

7.4 To the extent that the Affiliate jointly or solely conceives, develops or reduces to practice any new inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws or other intellectual property which would be deemed to be Confidential Information of CoinRaces (collectively, “Intellectual Property”) which clearly relates to CoinRaces’ business or technology and has been created by the Affiliate solely in the course of the performance of Services such as in correspondence, e-mails, meetings or meetings relating to CoinRaces, the Affiliate hereby acknowledges that it is “work made for hire” for the benefit of CoinRaces and hereby assigns all rights, titles and interest to such Intellectual Property to CoinRaces.

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

7.6 Upon request by CoinRaces and only with respect to Intellectual Property created by the Affiliate for CoinRaces as provided in Clause 7.4 above, the Affiliate shall take all steps reasonably necessary to assist CoinRaces in obtaining and enforcing in its own name any such Intellectual Property right.  The Affiliate’s obligation to assist CoinRaces shall continue beyond the termination of the Affiliate’s relationship with CoinRaces.

8. PUBLICITY AND ANNOUNCEMENT

8.1 The Affiliate agrees to refer all enquiries from the media and other third parties received by them concerning CoinRaces or this Agreement to such representative of CoinRaces as may be notified by CoinRaces to the Affiliate.

8.2 The Parties shall co-operate in good faith on all announcements regarding this Agreement and/or the Program Activities. The Affiliate shall not issue any announcement regarding this Agreement and/or the Program Activities or use any CoinRaces Trademarks, without first consulting and obtaining the written approval of CoinRaces.

9. CONFIDENTIALITY

9.1 Confidential Information means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

9.2 The Parties recognize that each Party has a legitimate interest in maintaining confidentiality regarding this Agreement, the subject matter of this 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 each other Party and its Associates which that Party may receive or obtain as a result of entering into or performing its obligations under this Agreement (collectively, “Confidential Information”).

9.3 Subject to Clause 8 and Clause 9.4, 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, information relating to this Agreement or the transactions contemplated hereunder it has or acquires 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 Agreement.

9.4 Clause 9.2 shall not prohibit disclosure or use of any Confidential Information if and to the extent:

9.4.1 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 CoinRaces) are listed;

9.4.2 the disclosure or use is required to vest the full benefit of this Agreement in the Parties;

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

9.4.4 the disclosure is made to professional advisers or Associates of any Party on a need-to-know basis and on terms that such professional advisers or Associates undertake to comply with the provisions of Clause 9.3 in respect of such information as if they were a party to this Agreement;

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

9.4.6 the disclosing Party has given prior written approval to the disclosure or use; and

9.4.7 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.

10. LIMITATION OF LIABILITY AND INDEMNITY

10.1 References to liability in this Clause 10 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.

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

10.3 Subject to Clause 10.2. CoinRaces’ total liability to the Affiliate under this Agreement shall not exceed the Fees payable by CoinRaces to the Affiliate under this Agreement;

10.3.1 CoinRaces shall not have any liability to the Affiliate for:

- loss of profits;

- loss of sales or business;

- loss of agreements or contracts;

- loss of anticipated savings;

- loss of use or corruption of software, data, or information;

- loss of or damage to goodwill; or

- indirect, incidental, special, or consequential loss.

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

11. Compliance with Regulatory and legislative Guidelines and Material Disclosures. The Affiliate agrees that the following conditions precedent are met prior to contacting potential applicants:

1. When publishing content, such as posts, statuses, or anything of the like, the Affiliate will visibly disclose their “material connection” with CoinRaces and to include the fact that the Affiliate was or may be provided with consideration and was or will be provided with experiences or is or will be paid for a certain service; and

2. the disclosure should be clear and conspicuous and made within close proximity to any statements the Affiliate makes about CoinRaces and/or the CoinRaces Services. Such disclosures are required irrespective of any space or character limitations of a medium, where the disclosure can be made via Hashtags. For example, on Twitter, #sponsored; and

3. The Affiliate understands and agrees that they are to make only honest and factual statements and representations about CoinRaces and CoinRaces’ products of which the Affiliate knows with confidence that the statements are truthful and can be verified; and

4. The Affiliate shall ensure they have the latest information about CoinRaces product and service offering before commencing any promotional activity and will relay such information concisely during promotional activities; and 

5. the Affiliate agrees that they shall not broadcast, mass market, mass mail or mass email CoinRaces’ offering, nor engage in any undefined or untargeted approach to market. Each marketing or promotional activity shall be targeted at a defined single potential Client or a limited, clearly defined group of potential Applicants; and

6. the Affiliate shall not engage in marketing or promotional activity in any specific country or geography or to a wider audience without prior written approval from the CR; and

7. The Affiliate agrees to abide by all legally binding laws, statutes, regulations, subordinate legislation, orders, and decrees of any Governmental Body.

12. TERMINATION

12.1 CoinRaces may terminate this Agreement, effective immediately, at any time for non-performance and sub-standard deliverables, or any breach of conditions of this Agreement. In the event a termination has occurred for cause, CoinRaces may claw-back advanced payments made to the Affiliate. Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will immediately terminate and you will immediately cease conducting all Program Activities.

12.2 The Affiliate may terminate this Agreement in its entirety without cause by giving immediate written notice to CoinRaces.

12.3 Any outstanding payment obligations and Clauses 9 (Confidentiality), 10 (Limitation of Liability and Indemnity), 12 (Termination), and 13 (Other Provisions) shall survive the expiry or termination of this Agreement.

13. OTHER PROVISIONS

13.1 Further Assurances

Each of the Parties 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 Agreement.

13.2 No Exclusivity

The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar Agreements with other parties, unless otherwise stipulated and agreed to by the Parties.

13.3 Whole Agreement

This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement 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 Agreement.

13.4 Reasonableness

Each of the Parties confirms it has received independent legal advice relating to all the matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable.

13.5 Release, Indulgence, Waiver, etc.

13.5.1 Any liability to any Party under this 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.

13.5.2 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 Agreement preclude any other or further exercise of it or any other right or remedy.

13.6 Assignment

Unless otherwise expressly provided in this Agreement, 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 Agreement. CoinRaces 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 Agreement without reference to the Affiliate.

13.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

13.8 Remedies

No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.

13.9 Third-Party Rights

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

13.10 Variation

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each Party.

13.11 Costs and Expenses

Each Party shall pay its own taxes, legal, professional, and other costs and expenses in connection with the negotiation and execution of this Agreement.

13.12 Notices

Any notice required under this Agreement shall be given in writing, in the English language, and sent to the address or e-mail address of the other Party as set out above, or such other address or number as shall have been notified to the other Party in accordance with this provision. Notices shall be sent by registered post or equivalent, courier, or by electronic transmission. If posted, the notice shall be deemed to have been received three (3) Business Days after the date of posting or, in the case of a notice to an addressee not in the country of the sender, ten (10) Business Days after the date of posting. If sent by electronic transmission, upon confirmation of complete receipt being given by the intended receiving Party. If couriered, notice will be deemed to have been received on delivery.

13.13 Severability

13.13.1 If any provision in this 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.

13.13.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 13.13.1, 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 Agreement and the legality, validity, and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 13.13.1, not be affected.

13.14 Translation

This 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 and take precedence. Any translation must include a provision to the same effect as this Clause.

13.15 Electronic Signature

To the extent permitted by the applicable laws, the Parties agree that this Agreement may be executed by way of electronic signatures and delivered via electronic transmission and that this Agreement, or any part thereof, shall not be denied legal effect, validity, or enforceability solely on the ground that it is in the form of an electronic record. The Parties further agree that they shall not dispute the validity, accuracy, legal effectiveness or authenticity, or enforceability of this Agreement merely on the basis that it is executed by way of electronic signatures, and that such electronic record shall be final and conclusive of the Parties’ agreement of any relevant matter as set out in this Agreement.

13.16 Data Protection

The Parties hereby acknowledge and agree that the Parties’ performance of this Agreement may require the Parties to process, transmit and/or store the other Party’s personal data or the personal data of the other Parties’ employees and Affiliates. By submitting personal data to any Party, such Party agrees that such Party and its Associates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling such Party to perform its obligations under this Agreement. In relation to all personal data provided by or through a Party to the other Party, such Party procures that it will be responsible as sole data controller for complying with all applicable data protection or similar laws such as the General Data Protection Regulation ((EU) 2016/679) as and laws implementing that directive that regulate the processing of personal data and special categories of data as such terms are defined in that directive.

13.17 Non-Solicitation

During the term of this Agreement and for a period of one (1) year after any termination of the Agreement hereunder for any reason, the Affiliate shall not, directly or indirectly, (i) induce or attempt to induce any employee or independent Associate of CoinRaces and licensees of CoinRaces to leave; (ii) in any way interfere with the relationships between CoinRaces and any such employee or independent Associate of CoinRaces and licensees of CoinRaces; (iii) employ or otherwise engage as an employee, independent Associate or otherwise any such employee or independent Associate of CoinRaces and licensees of CoinRaces’; or (iv) solicit or otherwise attempt to establish any business relationship with any user of CoinRaces’ gaming applications and/or software or client to whom CoinRaces and its Associates had provided services at any time during the Term.

13.18 Force Majeure

The Affiliate and any of its employees or agents shall not be in breach of this Affiliate Agreement or Affiliate program for any delay or failure in performance caused by reasons out of its reasonable control. This includes, but is not limited to, acts of God or a public enemy; natural calamities; failure of a third party to perform; changes in the laws or regulations; actions of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the induce.

13.19 Nature of Agreement

Nothing in this 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 Agreement is that of independent Associates and CoinRaces will not, in any event, be regarded as the employer of the Affiliate. Except as expressly provided herein, neither Party by virtue of this 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.

13.20 Governing Law and Dispute Resolution

13.20.1 This Agreement shall be governed by and construed in accordance with the laws of The British Virgin Islands without reference to principles or rules of conflict of laws.

13.20.2 Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Chartered Institute of Arbiters (CIArb) and settled by final and binding arbitration in accordance with the CIArb Arbitration Rules. The law of this arbitration clause shall be the law of the British Virgin Islands.

SCHEDULE 1

Code of Conduct

The Affiliate acknowledges that any acts by it will affect CoinRaces, and in turn CoinRaces’ business interests and the benefits derived by the Affiliate from this Agreement, and as such, the Affiliate undertakes to ensure its proper conduct. This CoinRaces Code of Conduct, as may be amended, supplemented, or revised by CoinRaces from time to time at its full and absolute discretion, forms an integral part of the provisions of this Agreement. The Affiliate must comply with this Code of Conduct in full.

1. The Affiliate shall:

1.1 perform the Program Activities for CoinRaces conscientiously and in a competent manner and to the full limit of their skill and ability and comply with all CoinRaces’ reasonable instructions in connection with this Agreement promptly;

1.2 refrain from making any false, misleading, negative, critical or disparaging statements, implied or expressed, or perform any act, or conduct themself in such manner, which might in the opinion of the Company create adverse publicity to the CoinRaces brand or be prejudicial to the interests of CoinRaces;

1.3 refrain from making any representation or commitment on behalf of CoinRaces and shall refer to CoinRaces all enquiries received by them relating to CoinRaces, the CoinRaces Interface or the benefits they derive under this Agreement;

1.4 not create and/or publish content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise prejudicial in any form;

1.5 not insult, inflame, personally attack or otherwise disparage any person, corporation, business, or entity, including without limitation, CoinRaces or the CoinRaces Interfaces’ competitors;

1.6 not make any pejorative statement relating to CoinRaces or CoinRaces’ other brand ambassadors, influencers, Associates, or staff, or the Program in public, online (including on social media), to the press or elsewhere;

1.7 not do anything (including participating in any political debate, recreational activities, sports, or drug use (other than for medical purposes) or other activity which in CoinRaces’ reasonable opinion would jeopardize the ability of the Affiliate to perform the Program Activities or deliver the program services or prejudice the goodwill or reputation of the CoinRaces Interface or the Program;

1.8 if they are based in the United States of America or the United Kingdom,

1.8.1 include a disclaimer referring US persons or UK persons to CoinRaces (e.g., “This post is not intended for US or UK citizens or residents, who should visit “www.coinraces.io”.); and

1.8.2 refrain from carrying out any marketing or performance of Services that is targeted at, refers to or is focused on US or UK citizens or residents

1.9 strictly abide by any content guidelines as shall be provided by CR from time to time.

SCHEDULE 1

Code of Conduct

The Affiliate acknowledges that any acts by it will affect CoinRaces, and in turn CoinRaces’ business interests and the benefits derived by the Affiliate from this Agreement, and as such, the Affiliate undertakes to ensure its proper conduct. This CoinRaces Code of Conduct, as may be amended, supplemented, or revised by CoinRaces from time to time at its full and absolute discretion, forms an integral part of the provisions of this Agreement. The Affiliate must comply with this Code of Conduct in full.

1. The Affiliate shall:

1.1 perform the Program Activities for CoinRaces conscientiously and in a competent manner and to the full limit of their skill and ability and comply with all CoinRaces’ reasonable instructions in connection with this Agreement promptly;

1.2 refrain from making any false, misleading, negative, critical or disparaging statements, implied or expressed, or perform any act, or conduct themself in such manner, which might in the opinion of the Company create adverse publicity to the CoinRaces brand or be prejudicial to the interests of CoinRaces;

1.3 refrain from making any representation or commitment on behalf of CoinRaces and shall refer to CoinRaces all enquiries received by them relating to CoinRaces, the CoinRaces Interface or the benefits they derive under this Agreement;

1.4 not create and/or publish content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise prejudicial in any form;

1.5 not insult, inflame, personally attack or otherwise disparage any person, corporation, business, or entity, including without limitation, CoinRaces or the CoinRaces Interfaces’ competitors;

1.6 not make any pejorative statement relating to CoinRaces or CoinRaces’ other brand ambassadors, influencers, Associates, or staff, or the Program in public, online (including on social media), to the press or elsewhere;

1.7 not do anything (including participating in any political debate, recreational activities, sports, or drug use (other than for medical purposes) or other activity which in CoinRaces’ reasonable opinion would jeopardize the ability of the Affiliate to perform the Program Activities or deliver the program services or prejudice the goodwill or reputation of the CoinRaces Interface or the Program;

1.8 if they are based in the United States of America or the United Kingdom,

1.8.1 include a disclaimer referring US persons or UK persons to CoinRaces (e.g., “This post is not intended for US or UK citizens or residents, who should visit “www.coinraces.io”.); and

1.8.2 refrain from carrying out any marketing or performance of Services that is targeted at, refers to or is focused on US or UK citizens or residents

1.9 strictly abide by any content guidelines as shall be provided by CR from time to time.

SCHEDULE 2

Consideration & Compensation

Consideration and Compensation. In exchange for the full, prompt, and satisfactory performance of all Program services to be rendered to CoinRaces (as determined by CoinRaces), the Affiliate shall be compensated as follows for customers introduced to CoinRaces and subsequently accredited to the Affiliate:

1. Up to 50% of the gross software development fee revenue payable to CoinRaces by the prediction gaming protocols for each completed CoinRaces live game (“Game Fee”) in which a customer introduced by the Affiliate participates: for the avoidance of doubt, participation means the customer introduced by the Affiliate must stake the minimum value entry fee into any single game to qualify, i.e., one (0.05) TON token or any other Token that is designated by the prediction game protocols as the entry fee for any of the prediction games as accessed through the CoinRaces Interface;

2. The standard ‘Game Fee’ is calculated as five (5%) of the total staked assets in each completed live prediction game (subject to variation and/or as published by the prediction game protocols). For example, if the total staked assets in a single game is equal to 127 TON, and the affiliate has introduced customers that have collectively staked 62 TON in the same completed live prediction game, the Affiliate will be entitled to a commission of 1.24 TON (62 x 5% = 3.1 x 40% = 1.24);

3. Commissions will accrue and will be paid in the asset or assets in which respective referred users have staked or pledged for entry into a completed predictive game. Affiliate partners will receive their level of percentage revenue share based on the number of players they bring and how long they retain them, with an active status review of players occurring every three months. If a player is no longer active, they will be removed from partner participants.

4. The Affiliate agrees that the consideration and compensation set out above is the Affiliate’s entire compensation for all Program services considered under this Agreement, and the Affiliate will not be entitled to reimbursement for any out-of-pocket expenses unless agreed upon in writing;

5. Partners are allowed to collect or withdraw payments at any time they reach a balance of 50 TON. CoinRaces reserves the right to freeze withdrawals if it detects suspicious activities and retain the Affiliate fund balances for investigation for a period up to one (1) month (“Investigation Period”).

The Affiliate shall register an account with the CoinRaces Operators and may be required to complete additional onboarding checks prior to performing the Program services contained herein and prior to receipt of remuneration as per this Schedule 2. of this Agreement.

Affiliate Terms and Conditions

Multi-Tier Structure

Multi-Tier Affiliates: Our affiliate program operates on a multi-tier structure. Affiliates may recruit additional partners to promote the services.

No Responsibility for Sub-Affiliates: The primary affiliate assumes full responsibility for the actions and performance of their sub-affiliates. We do not hold any liability for any sub-affiliate, including but not limited to their marketing practices, compliance with laws, or any agreements made with their recruited affiliates.

Independent Relationships: Each affiliate and their sub-affiliates operate as independent entities. We are not responsible for any disputes or agreements made between affiliates and their sub-affiliates.

Compliance: It is the responsibility of each affiliate to ensure that their sub-affiliates comply with all applicable laws and regulations, as well as our program guidelines.