Botsfolio
BOTSFOLIO (Product Of KribX Inc) PARTNER PROGRAM AGREEMENT
This Partner Program Agreement (“Agreement” or the “KribX Inc Partner Program”) is made by
and between Botsfolio product of KribX Inc and any person or entity executing the registration
form (the “Registration Form”) set forth in the registration page located at
www.botsfolio.com/affiliate (the “Partner” or “You”). By executing the Registration Form You are
deemed to have agreed to be bound by all the terms and conditions set out in this Agreement
as may be amended from time to time. PLEASE READ THE TERMS AND CONDITIONS OF
THIS AGREEMENT CAREFULLY BEFORE EXECUTING THE REGISTRATION FORM. By
participating in the Partner Program You hereby accept the terms and conditions of this
Agreement as may be amended from time to time. If You do not agree to such terms and
conditions and/or any amendment thereto, please do not participate in, use, or access Partner
Program. Please note that Botsfolio reserves the right, in its sole discretion, to revise, modify,
change or remove portions of this Agreement at any time. Please check periodically the terms
and conditions of this Agreement on Botsfolio’s internet website to review any changes to its
terms. Your participation in Botsfolio’s Partner Program, after Botsfolio has published on its
websites any revised and/or amended form of this Agreement, shall constitute your consent to
the revised and/or amended Agreement. Botsfolio reserves the right, in its sole and absolute
discretion, to reject the registration of any entity or person to Botsfolio’s Partner Program,
including in the event that such entity is a person under the age of 18. Botsfolio may elect to
provide You with this Agreement and/or any other documentation, information and
communications in various languages. By accepting this Agreement (in any of these languages)
You acknowledge and confirm that Botsfolio’s official language is English, and in the event of
any discrepancy or inconsistency between any documentation, information and communications
in any language other than English and the same in English, the English documentation,
information and communications shall exclusively prevail.
1. The Engagement
1.1 During the term of this Agreement, the Partner undertakes to use its best efforts to
actively and effectively market and promote the Platform through the Partner Websites
and/or other referral platforms. In no event shall the Partner engage in any marketing or
promotional in any area, location, territory or jurisdiction where cryptocurrency trading is
restricted.
1.2 It is hereby agreed and clarified that the Partner shall not be permitted to market the
Platform on any Internet website on which Botsfolio promotes the Platform and/or in any
other manner which results in the Partner competing with Botsfolio in relation to the
promotion of the Platform.
1.3 Botsfolio shall have the sole and absolute discretion in connection with the rejection
or refusal of any Customer to register on Botsfolio.
1.4 Botsfolio reserves the right to take legal actions against the Partner in the event the
Partner shall attempt to manipulate Botsfolio and/or the Platform and/or abuse
Botsfolio’s Partner Program. Without limitation of the foregoing, Botsfolio reserves the
right to withhold, setoff and/or deduct from any payment due to Partner hereunder in the
event of such manipulation and/or abuse and may also terminate this Agreement with
immediate effect.
2. Representations and Warranties
2.1. The Partner hereby represents, warrants, covenants and agrees to Botsfolio as
follows:
2.1.1. The Partner has full right, power and authority to enter into this Agreement
and there is no impediment which would inhibit its ability to perform the terms and
conditions imposed on it by this Agreement;
2.1.2. To the extent that the Partner is an entity, that it is duly organized and
validly existing and in good standing and is duly qualified and authorized to do
business wherever the nature of its activities or properties requires such
qualification or authorization;
2.1.3. No registration with or approval of any government agency or commission
is necessary for the execution, delivery or performance by the Partner of any of
the terms of this Agreement, or for the validity and enforceability hereof or with
respect to the obligations of the Partner hereunder, except such registrations and
6 approvals that have been made or obtained; There is no action or proceedings
pending against the Partner or any of its officers or directors in their capacities as
officers and directors of the Partner before any court, administrative agency or
other tribunal which might have a material adverse effect on its or Botsfolio’s
business or condition, financial or otherwise, or its operation. No director, officer,
key employee or member of the Partner’s senior management has a criminal
record or criminal prosecution and/or investigation pending;
2.1.4. Neither the execution nor the delivery of this Agreement nor the fulfillment
of or compliance with the terms and provisions hereof by the Partner shall
contravene any provision of law including, without limitation, any statute, rule
regulation, judgment, decree, order, franchise or permit applicable to the Partner;
2.1.5. The Partner’s fulfillment of its responsibilities under this Agreement shall
be in strict compliance with the terms and conditions set forth herein;
2.1.6. It is permitted to market the Platform solely in accordance with the express
terms of this Agreement and subject to the Guidelines or any other terms and
conditions instituted by Botsfolio from time to time during the term hereof;
2.1.7. It shall comply with any applicable data protection and privacy
requirements and any analogous legislation in any and all jurisdictions applicable
to the Customers/Leads. The Partner shall also provide to Botsfolio upon
demand, all information and documentation required by the government or
regulators in relation to the Partner, and if applicable, its directors, officers, key
employees, senior management and beneficial owners;
2.1.8. It is, and it shall remain during the term of this Agreement, in full
compliance with the laws and regulations applicable within the Territory in which it
shall market and promote the Platform. The Partner agrees to immediately cease
its marketing activities and/or immediately cease the operation of the same in any
territory requested by Botsfolio upon the occurrence of any illegality or suspicion
of illegality or non-compliance with any laws or regulations; and
2.1.9. It shall: (i) market and promote the Platform solely to Customers/Leads of
legal age of majority, (ii) require sufficient proof of Leads/Customers’ identities
where and when appropriate, (iii) ensure that its promotions and related materials
are in no way offensive, indecent, objectionable or obscene, (iv) market and
promote the Platform solely in territories which are not Restricted Territories, (v)
market and promote the Platform in compliance with the Guidelines.
2.1.10. Compliance with Regulations: The Partner specifically undertakes to
ensure that its promotions and marketing activities are and will be in compliance
with (i) applicable laws and regulations and (ii) any compliance procedure and/or
compliance requirements stipulated under the Guidelines. The Partner shall be
solely responsible for any non-compliance with the above.
2.1.11. Botsfolio hereby represents and warrants to the Partner as follows: It is
duly organized and validly existing under the laws of the state of its incorporation
and has full corporate power and authority to enter into this Agreement
2.1.12. It is duly authorized to execute and deliver this Agreement and to perform
its obligations hereunder;
2.1.13. This Agreement is a legal and valid obligation binding upon it and is
enforceable in accordance with its terms. The execution, delivery and
performance of this Agreement by Botsfolio does not conflict with any agreement,
instrument or understanding, oral or written, to which it is a party or by which it
may be bound, nor violate any law or regulation of any court, governmental body
or administrative or other agency having authority over it.
3. Obligations and Responsibilities of the Partner
3.1 The Partner undertakes that its marketing activity and/or any content to be posted
and/or published in the Partner’s Websites shall not be directed toward minors and/or
engage in any other practices which may affect adversely the high image, credibility or
reputation of Botsfolio, its services and/or its Platforms, including without limitation of the
generality of the foregoing, promoting sexually explicit materials promotes, violence,
discrimination based on race, sex, religion, nationality, disability, sexual orientation or
age and/or any illegal activities or otherwise reasonably objectionable content, include
material that is in breach of and/or infringes any Intellectual Property Rights of any third
party (including any material copied from third parties without their permission) and/or
including any false, misleading or disparaging representations or statements with respect
to the Platform and/or Botsfolio.
3.2 Upon request by Botsfolio, the Partner shall immediately remove any publication
referring to the Platform, Botsfolio Brands or any other name or mark owned by
Botsfolio.
3.3 The Partner shall not copy any content from Botsfolio’s Websites and/or publications
and shall not post in any website and/or elsewhere, any material published inBotsfolio’s
Websites and/or publications. The Partner shall not copy any content from any other
Partner’s websites.
4. Fees and Payments
4.1 Botsfolio shall pay the Partner, for each calendar month, the commission in the
amount set forth in the Partner Account as updated from time to time at Botsfolio’'s sole
and absolute discretion. All payments hereunder and/or pursuant to any other
arrangement between the Partner and Botsfolio are subject to risk analysis
considerations and anti-money laundering procedures.
4.2 Incase of a refund on a purchase, commission will not be included in total earnings
to be paid by Botsfolio.
4.3 Affiliate shall not be entitled to receive any commission for any customer/ftd/lead
and/or any other type of traffic entitling the affiliate for payment unless and until the
foregoing has been approved and qualified by Botsfolio. Botsfolio reserves the right, at
its sole and absolute discretion, to change, modify, add or remove, at any time, any
criteria applying to any of the compensation plans, including without limitation, setting
any baseline, threshold, minimum deposits/earnings and/or other requirement(s) for
qualifying into any of the compensation plans and/or for receiving any fees set forth
herein.
4.4. For avoidance of doubt and without derogating from the generality of the foregoing,
the Partner shall not be entitled to receive the commission and/or any other payment
(pursuant to any arrangement between the Partner and Botsfolio) in the following
circumstances:
4.4.1. the Partner is not an Eligible Partner
4.4.2. the Spread Revenues were generated from a Restricted Territory;
4.4.3. the Partner’s marketing activities do not comply with the provisions of this
Agreement and/or the applicable Guidelines;
4.4.4. Botsfolio has reason to believe that the Partner's activity is (i) not in compliance
with any applicable law or regulation; or (ii) in breach of the applicable Guidelines or this
Agreement including any representation or warranty made herein.
4.4.5. The Customers and/or Leads were determined to be suspicious, fraudulent, or
otherwise ineligible to open or maintain an account on the Platform in Botsfolio’s sole
discretion.
5. Holdover
5.1. Holdover for Non-Compliance Botsfolio may, at its sole and exclusive discretion,
withhold, delay or deny payment of the commission in any of the following events: (i)
Botsfolio has reason to believe that the Partner's activity is not in compliance with any
applicable law or regulation; (ii) Botsfolio has reason to believe that the Partner's activity
is in breach of this Agreement including any representation or warranty made herein; (iii)
the Partner has failed to complete any form as may be required by Botsfolio or has
completed misleading or incorrect information in a form provided by Partner to Botsfolio;
(iv) the Partner has failed to provide any document as may be demanded by Botsfolio;
and/or (v) Botsfolio has been notified by any third party of the alleged infringement of
property or rights (e.g. intellectual property rights) by the Partner or by the Partner's
activity. Partner hereby irrevocably waives any claim or demand against Botsfolio, its
directors, officers, shareholders, employees in respect of such action taken by Botsfolio.
5.2. Holdover for Non-Qualified Traffic. Botsfolio may, at its sole and exclusive
discretion, withhold, delay or deny payment of the commission if Botsfolio has a reason
to believe that there is a Non-Qualified Traffic generated by the Partner, for up to one
hundred and eighty (180) days in order to verify the relevant deposits. In the event that
Botsfolio determines the activity constitutes Non-Qualified Traffic, Botsfolio shall
recalculate or withhold the commission accordingly and in its sole discretion. It is hereby
further clarified that in any event that Botsfolio determines that the suspected deposits
are in fact Non-Qualified Traffic, Botsfolio shall have the right, in addition to any other
right or remedy available to it under this Agreement or applicable law, to render the Link
assigned to such Partner inoperative, to change the Partner’s compensation plan
(including retroactively with respect to the Non-Qualified Traffic) and immediately block
Partner's access to Botsfolio’s Partner Program, with no compensation to Partner.
Partner hereby irrevocably waives any claim or demand against Botsfolio, its affiliates, its
directors, officers, shareholders, employees in respect of such action taken by Botsfolio.
Acceptance of Fees or acceptance of other payment by Partner will be deemed full and
final settlement of Partner Fee due for the 13 calendar month indicated. Hence, if
Partner disagrees with the Reports or amount payable, Partner should NOT accept
payment for such amount and immediately send Botsfolio a written notice of its dispute.
dispute notices must be received by Botsfolio within fifteen (15) days of the end of each
calendar month for which payment is made, or Partner's right to dispute such report or
payment will be deemed waived and Partner shall have no claims in such regard.
6. Term and Termination
6.1 This Agreement shall be in effect for an undefined period of time commencing on the
date in which the Partner executed the Registration Form.
6.2 This Agreement may be terminated with immediate effect by either party, with or
without cause. For the avoidance of doubt, and without derogating from the generality of
the foregoing, it is clarified that Botsfolio shall be permitted to terminate this Agreement
with immediate effect upon any breach of this Agreement including any representation or
warranty made herein by the Partner without having to provide the Partner with the
opportunity to rectify such breach.
7. Intellectual Property and Confidentiality
7.1 Under no circumstances during the Term hereof and thereafter shall the Partner
assert or contest any ownership rights in and to the Platform and/or Botsfolio Brands
and/or Botsfolio’s Property and/or the Intellectual Property Rights derived therefrom in
any action or proceeding of whatever kind or nature, nor shall the Partner take any
action that may prejudice or adversely affect Botsfolio’s rights in the Platform and/or
Botsfolio Brands.