BeInCrypto Ambassadors Terms and Conditions

PROGRAM TERMS & CONDITIONS

THIS BEINCRYPTO AMBASSADOR PROGRAM AGREEMENT (THE “AGREEMENT”) CONTAINS CERTAIN TERMS AND CONDITIONS THAT GOVERN YOUR PARTICIPATION IN THE BEINCRYPTO AMBASSADOR PROGRAM (THE “PROGRAM”) AND IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND/OR THE BUSINESS YOU REPRESENT (on the one hand) AND BEIN NEWS ACADEMY LTD. (on the other hand). BY APPLYING FOR- AND PARTICIPATING IN THE PROGRAM, YOU (ON BEHALF OF YOURSELF AND THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT, INCLUDING ALL APPLICABLE BEINCRYPTO POLICIES. As used in this Agreement, “we,” “us,” “our”, and “BEINCRYPTO” means BeIn News Academy Ltd., and “you” and “your” means you as an individual and any associated business applying for and/or participating in the Program under this Agreement.

1. OVERVIEW. This Agreement (as modified from time to time in accordance with its terms), together with (i) a separate but related agreement that you must sign with BeIn News Academy Ltd. (“BeInCrypto”) (which such agreement BeInCrypto may modify from time to time in accordance with its terms) and (ii) certain additional terms as are established from time to time by BeInCrypto and posted in the Slack channel, set forth terms and conditions that apply to and govern your participation in the Program which is administered by BeInCrypto (collectively, the “Governing Terms”). The purpose of this Agreement and the Program is to allow your contribution to the BeInCrypto campaign through promotional contributions and HTML linking (the “Authorized Link”) between website(s) that you operate or websites on other channels on which you post content or social media pages (sometimes collectively referred to as “your sites”) and the BeInCrypto.com website (the “BeInCrypto Website”), through the Program. Any of these websites referred to as “your sites” must be approved by the BeInCrypto Ambassador Program Manager(s) in the Authorized BIC Ambassadors Platforms document before posting is allowed. Only after these websites referred to as “your sites” are added to the Authorized BIC Ambassadors Platforms document, will generated traffic from posting on these websites be tracked and rewarded by BeInCrypto.

There is no ending date to the Program and it can be terminated at any moment by BeInCrypto. After termination, BeInCrypto will no longer compensate you for any of your contributions. Only the contributions executed before termination will be eligible to a reward.

Subject to, limited by and to the extent provided in the Governing Terms, you will receive a monthly payment corresponding to the traffic brought to the BeInCrypto Website by clicking on your Authorized Link. The reward shall be calculated in accordance with the terms set forth in the Program Reward Plan and may be modified by BeInCrypto in its sole discretion at any time and from time to time without prior notice. To the extent that the terms either in this Agreement or contained in the Program Reward Plan (collectively, the “BeInCrypto Terms”) are more restrictive on or demanding of you than the terms in any agreement between you and BeInCrypto, the BeInCrypto Terms shall control.

2. YOUR OBLIGATIONS AND REQUIREMENTS AND PROHIBITED ACTIVITY.

2.1. To enroll in the Program you must complete and submit the online application (link provided on the BeInCrypto website). Initial approval of your application does not mean that all information or actions set forth in the application comply with this Agreement, and it is your continuing duty to ensure your compliance with this Agreement and the other Governing Terms. We may reject your application and/or dismiss you from the Program at any time at our sole discretion. If you don’t abide by rules stated below, BeInCrypto reserves the right to partially or entirely refrain from executing reward payments and/or expel you from the BeInCrypto Ambassador Program at any moment in time.

2.2. You must provide your full and accurate legal name, a valid email address, and any other information required to complete the enrollment process for the Program. You will only provide true and accurate information to BeInCrypto, and will update any such information as necessary to ensure that such information is kept complete and accurate. You will not use any “bot” or other automated method to enroll or participate in the Program.

2.3. It is your responsibility to maintain, update, and otherwise operate or, alternatively, monitor (whichever is applicable) your site(s), and to ensure that your site(s) and marketing activity comply with all applicable laws, rules, regulations and policies (collectively, the “Law”), including the provision of any notifications required to bring such activity into compliance with the Law.

2.4. You agree to engage in active, continued promotion of the BeInCrypto Website and of the BeInCrypto enterprise in various marketing channels, and to do so in accordance with the Governing Terms.

2.5. You will not engage in, promote, or contribute to, and your sites will not be a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to us in our sole discretion.

2.6. You will not engage in, promote, or contribute to any illegal activity or violation of legal rights, including the rights of BeInCrypto.

2.7. You will not engage in “spam” advertising, send unsolicited commercial email, post commercial messages to any forum that prohibits such messages, or engage in any other advertising or marketing practices that are deceptive, misleading, fraudulent, or otherwise objectionable in our sole discretion.

2.8. You will not create or link to a website that copies, resembles, has the look and feel of or creates the impression that it is the BeInCrypto Website or any other platform of BeInCrypto.

2.9. You shall not place the Authorized Link within content that is intended to appeal primarily to an audience that is younger than twenty-one (21) years of age.

2.10. You will only post on websites, social platforms and other media that have been added to the ‘Authorized BIC Ambassadors Platforms’ document.

2.11. You will make sure that every online post is accessible and visible to the BeInCrypto Ambassador Program Manager(s).

2.12. You will make sure that every account that is being used for the BeInCrypto Ambassadors Program is known by the BeInCrypto Ambassador Program Manager(s) and added to the Authorized BIC Ambassadors Platforms sheet.

3. RIGHTS OF BEINCRYPTO.

3.1. We have the right to monitor your contributions at all times to ensure that they comply with the terms of this Agreement and all applicable terms and conditions of the Program. We may notify you of any changes to your contributions that we feel should be made to comply ideally with BeInCrypto brand guidelines. Without limiting our rights as stated herein, we may terminate your participation in the Program if you do not make any changes to your site(s) that we feel are necessary or appropriate.

3.2. We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should we suspect that you have committed fraud or otherwise violated the terms of this Agreement. If such fraud or abuse is detected, BeInCrypto shall not be liable to you for any rewards for such fraudulent activity.

4. BEINCRYPTO INTELLECTUAL PROPERTY

4.1. All BeInCrypto trade names, trademarks, service marks, logos, slogans, domain names, trade dress, hypertext links, designs, works of authorship, and other advertising and marketing material (collectively, the “BeInCrypto Intellectual Property”) is the property of BeInCrypto, and you will not use such BeInCrypto Intellectual Property except in the form provided to you through the Program, and solely for the purpose and in the manner licensed in this Agreement and the other Governing Terms, or as otherwise explicitly authorized by BeInCrypto.

4.2. Unless and only to the extent explicitly authorized by BeInCrypto, you will not modify any BeInCrypto Intellectual Property or use any modified or derivative version of any BeInCrypto Intellectual Property.

4.3. Unless and only to the extent explicitly authorized by BeInCrypto, you will not use or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates any BeInCrypto Intellectual Property or any variations, derivatives or misspellings thereof.

4.4. Unless and only to the extent explicitly authorized by BeInCrypto you will not bid on or otherwise use any BeInCrypto Intellectual Property or any variation, derivative or misspelling thereof as a search, advertising, or other pay-per-click keyword, either in isolation or in combination with other terms.

4.5. You will not publish, host, or promote any BeInCrypto Intellectual Property or other material that misrepresents your relationship with BeInCrypto or implies that you are a team member. Without limiting the foregoing, you will not publish, host, or promote any press releases, print advertising, or co-branding items that reference BeInCrypto or make use of any BeInCrypto Intellectual Property or any variations or derivatives thereof, except to the extent explicitly authorized by BeInCrypto.

4.6. You will not use any BeInCrypto Intellectual Property or refer to BeInCrypto, its platforms, products, enterprise, owners or employees in any manner that is disparaging, misleading, obscene, or that otherwise portrays any of the foregoing in a negative light.

5. TERMINATION. Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice is to be in the form of email. In addition, this Agreement will terminate automatically and immediately upon any breach of this Agreement by you. Upon termination, you will remove all BeInCrypto content from any domain name, site, and electronic account that you operate or control, in whole or in part, including the site(s). Sections 2, 4, 8, 9, 10, 11, 12, 13, and 14 of this Agreement shall survive termination.
6. MODIFICATION. We reserve the right to modify the BeInCrypto Terms and any applicable BeInCrypto policies at any time, in our sole discretion. Any such modifications will be made available to you through the BeInCrypto website, direct email, the official Slack channel, and/or other means. You acknowledge that it is your obligation to regularly check the BeInCrypto Websites and Slack channel to ensure your compliance with all updated Governing Terms and policies. If any modification is unacceptable to you, your only option is to terminate this Agreement and your participation in the Program. Your continued participation in the Program following the posting of any such modifications on the BeInCrypto Website, Slack channel, or your receipt of other notification will indicate and confirm your agreement to such modifications.
7. REWARD. The calculation and payment that you earn in connection with your participation in the Program shall be made available in accordance with BeInCrypto’s then current Program Reward Plan (which may be modified from time to time at the discretion of BeInCrypto). You understand and agree that You must fully comply with the Terms and perform approved tasks in order to receive any reward. BeInCrypto will not provide rewards for partial performance or failure to fully comply with all instructions. Your generated traffic can only be tracked by applying correct parameters to your online posts, failure in applying parameters correctly can lead to loss of data, BeInCrypto is not obligated to reward you if traffic can not be tracked due to you applying parameters incorrectly. The reward paid in accordance with the BeInCrypto Program Reward Plan are the only reward you are owed for your participation in the Program, and no other reward of any kind is payable to you under this Agreement. You are solely responsible for (a) all costs and expenses incurred by you in connection with the implementation and performance of your responsibilities and obligations under this Agreement and the other Governing Terms; and (b) any and all taxes, fees, duties, tariffs or charges which may be imposed on you in connection with your participation in the Program. Notwithstanding, and without limiting, the foregoing, BeInCrypto reserves the right to make a final binding determination regarding your entitlement to a reward under this Agreement for any particular contribution. BeInCrypto will start processing last month’s rewards at the 1st day of every new month, the duration of this payment process may take up to 30 days.
8. CONDITIONAL GRANT OF LICENSE. We grant to you a non-exclusive, non-transferable, revocable right to use and display the BeInCrypto Intellectual Property provided to you through the Program solely for the purpose of facilitating and expanding Internet traffic to the BeInCrypto Website in compliance with the terms and conditions of this Agreement and the other Governing Terms. You agree that any goodwill created through your use of the BeInCrypto Intellectual property and other activities under this Agreement will inure to the sole benefit of BeInCrypto.
9. REPRESENTATIONS AND WARRANTIES. You represent and warrant that:

9.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

9.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and

9.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

10. LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE TO YOU UNDER OR WITH RESPECT TO THIS AGREEMENT UNDER ANY THEORY IN OR OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY,

TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REWARD FEES PAID TO YOU UNDER THIS AGREEMENT.

11. INDEMNIFICATION. You hereby agree to defend, indemnify and hold harmless BeInCrypto, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) that directly or indirectly arise out of, relate to, or are based on, in whole or in part, any claim related to any of your site(s), your participation in the Program, and/or your breach of any obligation, representation, or warranty set forth in this Agreement.
12. CONFIDENTIALITY. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during the effective term of this Agreement which is marked “Confidential” or would reasonably be understood as confidential information regardless of marking, will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
13. MISCELLANEOUS.

13.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and BeInCrypto. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that could be reasonably understood to contradict anything in this Section.

13.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

13.3. With respect to any provision of this Agreement under which your right to act is conditioned upon the authorization, consent or approval of BeInCrypto such assent is effective only if delivered in writing prior to the act in question, and may be granted, withheld or delayed by BeInCrypto in its sole discretion.

13.4 . This Agreement shall be governed by- and interpreted in accordance with the laws of the United Kingdom without regard to the conflicts of laws and principles thereof. Any dispute arising out of or related to the Program, this Agreement and the other BeInCrypto Terms, or the subject matter thereof shall be resolved in the state or federal courts of London, UK, and you agree to exclusive jurisdiction and venue therein. The prevailing party in any dispute initiated under this Agreement shall be entitled to the reimbursement from the other party of reasonable attorney fees and costs.

13.5. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

13.6. This Agreement represents the entire agreement between BeInCrypto and you, and shall supersede all prior agreements and communications of the parties, oral or written.

13.7. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

13.8. If any provision of this Agreement is held by a court of competent jurisdiction, in a final non-appealable order, to be invalid, illegal or contrary to public policy, the Agreement shall be construed as though such provision did not appear herein, and the remaining provisions of this Agreement shall continue to be in full force and effect. The parties, however, shall make a good faith effort to replace the invalid provision with a valid provision which most closely reflects the original intent of the parties.

13.9 The failure or delay of BeInCrypto to enforce any of the Governing Terms against you shall not constitute a waiver on the part of BeInCrypto of its right to subsequently enforce those or other of the Governing Terms against you.