GBM Global Holding Company Limited is the owner of BitMart, the cryptocurrency trading platform on https://www.bitmart.com/ (“BitMart”). This Referral Program Service Agreement (“Services Agreement”) sets forth the terms and conditions of your use of this BitMart Referral Program (“Referral Program”) and serves to supplement the User Agreement between you and BitMart. In this Agreement “you”, “your”, or “referrer” refer to you or any agent, employee, servant or person authorized to act or operate your account on your behalf. “We”, “us” and “our” refer to BitMart.
1 Description of the Referral Program
1.1 To enroll and participate in the Referral Program, you must be an existing user of BitMart with an active and functioning BitMart account, subject to and in compliance with user-related policies and requirements of BitMart, such as the User Agreement.
1.2 This Referral Program provides you the opportunities of advertising and promoting BitMart via your own “website” or “publishing location” (such as an electronic newsletter or blog), thereby driving traffic to BitMart web site or web site content, whereby you may earn a portion of the revenue generated (“Commission”) if a person (“Visitor”) opens an account and trades a BitMart listed product after being referred to the BitMart web site from an internet hyperlink (“Link”) contained on your web site or publishing location.
1.3 After being referred to the BitMart website from a Link contained on your web site or publishing location, such Visitors have seven (7) days to complete their registration in order for your accounts to be linked. Should the Visitor click on another web site or publishing location’s Link that is not controlled by you or enter BitMart web site via another source-coded advertising Link shared by BitMart itself or another third party during the initial seven (7) days, your link will be overwritten, and you will not receive a Commission for that Visitor’s account.
1.4 You are not eligible for a Commission or any trading fee discounts on trades made by different accounts owned by yourself or accounts that are obviously owned by the same ultimate beneficiary.
1.5 You are also not eligible for any Commission derived from any persons referred to the Platform by relying on any materials, videos, content, deliverables, work product owned by or licensed to BitMart (such as its research, blog or social media materials) linked, published, used, exploited or posted on your web site or publishing location.
2 Referral Restrictions
2.1 You acknowledge and agree that you shall not:
(a) Use any ® or ™ trademark or mark used, owned by, or licensed to BitMart, unless used for direct promotional usage for BitMart;
(b) Engage in activities that BitMart determines, in its sole discretion, to be harmful to its customers, employees, operations, or reputation;
(c) Use a website or publishing location to market BitMart’ services or the Platform to any person whose enrolment with or use of the Platform would violate BitMart’ User Agreement;
(d) Engage in activities that conflict with or breach any contractual duties and obligations under this Agreement, unless approved by BitMart in advance; or
(e) enter into contracts with any third parties representing BitMart or impose any contractual obligations on BitMart or any of BitMart’s staff, except those listed under this Agreement.
2.2 You also acknowledge and agree that your website or publishing location will follow the highest standards of business integrity, transparency, and ethics, and shall not:
(a) Contain false, inaccurate or misleading information about BitMart’ products and services, or any fraudulent or malicious links;
(b) In any way copy or resemble the look and feel of BitMart’ website or website content nor create the impression that your website or publishing location is part of BitMart’ network of websites;
(c) Engage in sending an unsolicited commercial email (“spam”) or indiscriminate advertising;
(d) Violate any applicable laws including but not limited to data transfer, data privacy, data security laws or any securities laws such as offering or promoting BitMart’ products and services in any jurisdiction in which they would be illegal or publishing or causing to be published any material that may be construed as an offer, solicitation, or recommendation to buy or sell securities or other investment products, or as an investment, legal, financial or accounting advice;
(e) Advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity;
(f) Contain links to websites containing any of the aforementioned content;
(g) Cause any account linkage to be made that are not in good faith (such as using any device, program, robot iframes, or hidden frames, use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the referral link, etc.); or
(h) State or imply in a direct or indirect way that any of the information, content, or data contained in your website or publishing location represents or reflects any views, advice, or opinions of BitMart.
2.3 You acknowledge and agree that BitMart may terminate Services and unilaterally terminate this Services Agreement anytime if you, your website, or your publishing location violates, as determined by BitMart in its sole discretion, any of the aforementioned restrictions or any additional restrictions under applicable BitMart policies and requirements. BitMart also reserves the right to seek recovery of any or all Commission paid or payable to you and you hereby agree to such liability and repayment of such Commission if you, your website or your publishing location violates, as determined by BitMart in its sole discretion, any of the aforementioned restrictions or additional restrictions under applicable BitMart policies and requirements.
3.1 The Referral trading fee discount, if any, shall be published on the Platform for you and the referred client. BitMart shall not be liable for any fees agreed between you and the referred client. BitMart does not guarantee the offering of trading fee discounts.
4.1 Commissions under this Service Agreement will be published on the Platform and paid to you based on a share of the net revenue contributions made by referred users. Any increase in your account’s percentage will not lead to retroactive payments. BitMart will track all Commissions earned and may, at its sole discretion, decide not to pay any Commission to you should we believe that any referral has been made in violation of its guidelines, in any breach of this Services Agreement or BitMart User Agreement due to Visitor, the user or customer fraud, or due to Visitor, user or customer contract cancellation. It is your sole and absolute duty to follow precisely this Agreement and its guidelines at all times. BitMart shall not be liable for any fees agreed between you and the referred client.
5 Net Revenue
5.1 Under this Agreement, the net revenue shall be the revenue generated for BitMart for trades that include your referrals. This is a calculated net of discounts or incentives that have been applied to individual accounts.
6 Your Responsibility
6.1 As the referrer, we provide you with the links or tools necessary to promote BitMart products and services, which you may display in any area of your website or publishing location as you wish. The links will identify your site as a member of our Referral Program and will establish a link from your website or publishing location to ours. You acknowledge and agree it is your sole responsibility to indicate your correct unique referral ID in the promotional materials you use on your website or publishing location.
7 Our Responsibility
7.1 BitMart is responsible for tracking referral sales and Commissions and providing this information to the referrer via activity reporting tool available within the BitMart account. BitMart will not be responsible for lost sales or lost opportunity to earn Commission due to any cause (such as technical difficulties or over-capacity including system overload or load shedding) leading to preventing BitMart from registering an account, accepting deposits, executing trades, closing positions, or providing any other product or service to the Visitor.
8 Limitation of Liability
8.1 Under no circumstances shall we be liable for any direct, indirect, incidental, punitive, special, or consequential damages for any reason whatsoever related to this agreement, your use or inability to use our website(s) or the materials and content of the website(s) or any other websites linked to such website(s) or your provision of any personally identifiable information to the backend service provider or any third party. This limitation applies regardless of whether the alleged liability is based on contract, tort, warranty, negligence, strict liability or any other basis, even if we have been advised of the possibility of such damages or such damages were reasonably foreseeable. Because certain jurisdictions do not permit the limitation or elimination of liability for consequential or incidental damages, our liability in such jurisdictions shall be limited to the greatest extent permitted by law. If any provision of this limitation of liability is found to be unenforceable, only such provision shall be removed, and the remainder shall be enforced to the greatest extent permitted by law.
9 Final Agreement
9.1 This Agreement, together with all modifications, constitute the complete and exclusive agreement between you and us and supersede and govern all prior proposals, agreements, or other communications. This Services Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.
10 Relationship between the parties
10.1 The referrer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorized to bind BitMart in any way and shall not do any act which might reasonably create the impression that the referrer is so authorized. For the avoidance of doubt, the referrer will not make any recommendation, give advice, accept any commitment or guarantee, or accept any responsibility on any matter whatsoever for or on behalf of BitMart.
10.2 Nothing contained in this Agreement shall create an employer and employee relationship or a principal and agent relationship between the referrer and BitMart. The referrer and BitMart agree that the referrer is, and at all times during this Agreement shall remain, an independent contractor.
11.1 This agreement shall commence with effect from the date your Referral Program application has been accepted by BitMart and shall continue until terminated by one month’s written notice given by either party to the other at any time and for whatever reason.
11.2 Either party may terminate this Agreement forthwith at any time by giving written notice to the other (“the Party in Default”) if:
(a) the Party in Default goes into liquidation or becomes insolvent; or
(b) the Party in Default either commits any breach of this Agreement which is irremediable or, if remediable, is not remedied within 10 days after written notice is given to the Party in Default by the other requiring such remedy.