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Affiliate Program Services Agreement
Updated Feb 22, 2021
This Affiliate Program Services Agreement (“Services Agreement”) sets forth the terms and conditions of your use of Kine Affiliate Program (“Kine Affiliate Program” or “Affiliate Program”). Please read this Services Agreement completely and carefully before enrolling in Kine Affiliate Program. You must agree with and accept all of the terms and conditions contained in this Services Agreement without modifications, which include the terms and conditions expressly set out below, the Privacy Policy and any other terms and conditions incorporated herein by reference, before you may become an affiliate under the Kine Affiliate Program.
We reserve the right to change any of the terms and conditions in this Services Agreement without prior notice. You agree that you will continue to be bound by the terms and conditions in this Services Agreement as amended from time to time. You understand that we have no obligation to notify you of any change or amendment made to this Agreement, and it is within your power and responsibility to access this page and review the most updated version of this Services Agreement at any time, and you agree to do so. Any and all amendments or changes to this Services Agreement will become effective upon publication. Therefore, your continued use of and access to the Kine Affiliate Program is deemed your acceptance of the terms and conditions in this Services Agreement as amended from time to time.
PARTIES TO THIS SERVICES AGREEMENT
(a) Kine Technology Limited (operating under the name ‘Kine’), is a Peer-to-Pool Decentralized Synthetic Asset Exchange with any of its designated and permitted successors, hereinafter referred to as the “Company”, “we”, “our”, or “Kine”; and(b) The “Affiliate”, “him/her/it”, “you”, or “your” shall refer to the individual or entity which applies for Kine Affiliate Program in accordance with the terms and conditions set forth herein.And furthermore, may both hereinafter be referred to separately as the “Party” and jointly as the “Parties”.
The above expressions shall, where the context so permits, include receivers and managers and successors in title, and personal representatives in the case of legal persons.
Whereas this Services Agreement sets out the terms upon which Clients (as defined below) may be referred to the Company by the Affiliate; andWhereas this Services Agreement explains our obligations to you, and explains your obligations to us under the Affiliate Program. When you use your account or permit someone else to use it to purchase, or otherwise acquire or access additional Kine service(s) or products or to cancel your Kine service(s) (even if we were not notified of such authorization), this Services Agreement covers such service(s) or actions.
IT IS AGREED:
1. Definitions of Terms
Client
Means any person whom the Company has approved to open an account(s) subjected to this Services Agreement and Terms of Service Agreement, for the introduction of which the Affiliate actively mediated.
Terms of Service Agreement
Means the Company’s Trading Terms and Conditions that the Client accepts when he/she opens an account with the Company;
Main Website
Means the Company’s domain name and/or any other domains that the Company operates mainly for trading, promotional, and marketing purposes which shall, for the avoidance of doubt, include the Company’s App and APIs.
Affiliate Account
Means the account of the Affiliate created upon participating in the Affiliate Program and entering into this Services Agreement.
Affiliate’s Commissions
Means any commission, rebate, and/or other remuneration paid, or payable, to the Affiliate by the Company for intermediation services rendered by the Affiliate for the conclusion of the Terms of Service Agreement between the Company and the Clients identified and referred to the Company by the Affiliate. The remuneration of the Affiliate will be based on a sliding percentage of fees paid by referred Clients, as may be separately agreed upon between the Parties on a Client-by-Client basis. This percentage can be viewed at all times in the Affiliate Program page and will increase as the total fees collected from referred Clients increase. An upgrade to the next tier of the commission plan will not lead to retroactive payments.
Affiliate Program
Means the program which the Company makes available to certain individuals or entities, pursuant to the terms and conditions of this Services Agreement, via the Company’s website, in order to engage the Affiliate to act as a mediator between the Company and targeted Clients for the conclusion of a Terms of Service Agreement with the Company.
Intermediation Services
Means introductory services provided by the Affiliate that result in the Client opening an account with the Company, including introducing, explaining and/or promoting the services offered by the Company to prospective Clients.
Sub-Affiliate
Means any person who is introduced by the Affiliate and has become an Affiliate of the Kine Affiliate Program under the introducing Affiliate and entered into a services agreement with the Company on similar terms and conditions to this Services Agreement. Any Client who is introduced by the Affiliate and has subsequently become an Affiliate will ordinarily be deemed a Sub-Affiliate of the introducing Affiliate, except when such Client declares to become a Sub-Affiliate of another Affiliate (in which case, for the avoidance of doubt, such Client remains a Client of the introducing Affiliate while being treated a Sub-Affiliate of the declared Affiliate for the purpose of calculating their respective Affiliate’s Commissions) subject to the Company’s approval. In the case of any conflicting claims as to Sub-Affiliates, the Company reserves the right to determine the matter at its sole discretion and the Affiliate hereby agrees and accepts that the Company’s determination shall be final and conclusive with no liability to any party involved.
2. Electronic Signatures and Affiliate Acceptance of Agreement(s)
2.1The Affiliate hereby acknowledges and agrees that (a) by utilizing and/or sharing the unique Affiliate Referral Code and Referral Registration Link or Address, as may be designated by the Company, on the Company’s Main Website(s), (b) by continuing to access or use the Company’s Main Website(s), (c) by referring potential new Clients to the Company’s Main Website(s) for the purpose of analysing and providing information with regards to the products offered by the Company and/or (d) by accepting any commissions and/or payments from the Company or any of its Clients, the Affiliate is entering into a legally binding contract with Kine and fully agrees to abide by, and to be bound by, all the terms and conditions set out in this Services Agreement.
2.2 The Affiliate hereby waives any rights under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
3. Affiliate Representation and Warranties
3.1 The Affiliate has all requisite authority to enter into this Services Agreement and to be fully bound hereby, and all necessary action has been taken by him/her/it in connection herewith. The Affiliate acknowledges and confirms that he/she/it can enter into this Services Agreement and is approved and/or authorized and/or qualified under the local regulatory requirements to offer the services mentioned in this Services Agreement.
3.2 The Affiliate acting as an intermediary must provide true and complete information to the Company at all times; including but not limited to, contact information, the nature of the Affiliate’s intermediation activities carried out for the purposes of introducing, explaining and/or promoting the services offered by the Company to prospective Clients, and any other information that the Company may request from time to time.
3.3 The Affiliate has fulfilled all registration, qualification and/or other requirements of all jurisdictions and regulatory bodies to the extent that such registration, qualification and/or other requirements are applicable to him/her/it during the term of this Services Agreement and will remain in strict compliance with all of the foregoing.
3.4 If the Affiliate is a company or other entity, the Affiliate is duly organized, validly existing and in good standing under the laws of the relevant jurisdiction(s).
3.5 Nothing contained in this Services Agreement shall be construed as creating any agency, partnership, employment of any type or other form of joint enterprise between the parties hereto. Each party shall ensure that the its directors, officers, employees, agents or advisers shall not represent to the contrary, either expressly, implicitly, by appearance, or otherwise.
3.6 The Affiliate is not authorized and shall not in any way impersonate as Kine to provide any investment advice on behalf of the Company to the introduced Clients.
3.7 The Affiliate is obliged to inform the introduced Clients of any commission received as well as any additional commissions involved with regards to the service provided under this Services Agreement where necessary. U.S. Affiliates (defined below) agree to make such disclosures regarding commission in compliance with applicable U.S. commodities laws.
3.8 The Affiliate acknowledges and agrees that he/she/it is responsible for the payment of all relevant duties and/or charges and/or taxes arising from the course of his/her/its business.
3.9 The Affiliate cannot use the Company’s logo in any of the correspondence, including but not limited to on any business cards or on any electronic transmission, etc. unless explicitly authorized to do so by the Company.
3.10 The Affiliate acknowledges that he/she/it is not allowed to register a business that includes the wording “Kine” in its name. Furthermore, the Affiliate acknowledges that he/she/it is not allowed to register and/or operate a domain name that includes the wording “Kine” in its name.
3.11 The Affiliate represents and warrants that he/she/it will not place promotional materials related to the Company on any website, or use any media or medium, which contains materials, including, but not limited to, sites which conform to any of the following criteria: (a) promote (including links to) sexually explicit materials, violence, or illegal activities, (b) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (c) manipulate keyword searches on portals and/or search engines that conflict with the Company’s, (d) misrepresent themselves as the Company Main Website(s) by co-opting the visual “look and feel” of or text from the Company’s Main Website(s) or otherwise violate the Company’s Intellectual Property rights, including, without limitation, “scraping” text or images from the Company’s Main Website(s) or the Company managed Banners and/or Text Links, search marketing or all other online and offline campaigns, (e) include “Kine” or variations or misspellings thereof in the Affiliate’s domain names, (f) do not clearly make available an online privacy policy to visitors of his/her/its website, (g) are “under construction” or have broken URL’s, or (h) is otherwise considered offensive or inappropriate, at the Company’s sole discretion.
3.12 The Affiliate shall not authorize or encourage any third party to: (a) directly or indirectly generate use of the online services offered by the Company through any automated, deceptive, fraudulent, or other invalid means, including but not limited to, through repeated manual clicks, the use of robots, or other automated tools and/or computer generated queries, and/or the unauthorized use of other search engine optimization services and/or software; (b) edit, modify, filter, truncate or change the order of the information contained in any part of the Company’s Main Website(s), or remove, obscure, or minimize any part of the Company’s Main Website(s) in any way without authorization from the Company; (c) frame, minimize, remove, or otherwise inhibit the full and complete display of any Web page accessed by a Client after clicking on any part of the Company Main Website(s); (d) redirect any Client away from the Company’s Main Website(s); (e) provide a version of any Web page of the Company’s Main Website(s) that is different from the page an end user would access by going directly to the Company’s Main Website(s); intersperse any content between the Company’s Main Website(s) and the applicable landing page on the Company’s Main Website(s); or otherwise provide anything other than a direct link from the Affiliate’s website(s) to a relevant landing page on the Company’s Main Website(s), as approved by the Company in accordance with this Services Agreement, on any Web page or any website(s) that contains any pornographic, hate-related, violent, or illegal content; (f) directly or indirectly access, launch, and/or activate access to the online services offered by the Company through or from, or otherwise incorporate access to the online services offered by the Company or referrals in, any software application, website, or other means other than his/her/its website(s), and then only to the extent expressly permitted by this Services Agreement; (g) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from or pertaining to any Client who has been or is identified as solicited by and introduced and/or referred to the Company’s Main Website(s) via his/her/its tracker(s), or any part, copy, or derivative thereto; (h) act in any way that violates any various policies posted on the Company’s Main Website(s), as may be revised from time to time, or included in any other agreement between the Affiliate and the Company (including, without limitation in this Services Agreement; (i) disseminate malware; (j) create a new Affiliate Account to enroll in the Company’s Affiliate Program after the Company has terminated this Services Agreement with the Affiliate as a result of the Affiliate’s breach of this Services Agreement; or (k) engage in any action or practice that reflects poorly on the Company or otherwise disparages or devalues the Company’s reputation and/or goodwill.
3.13 Except as expressly otherwise provided for in this Services Agreement, and then only if and to the extent provided herein, the Affiliate is prohibited from sending emails to promote the Company, the Company’s Main Website(s), the Company’s Affiliate Program and/or the online services offered by the Company.
3.13.1 For all communicative emails that are sent to customers, Affiliates are also obligated to ensure that all Kine related content must be CAN-SPAM compliant.
3.14 Furthermore, the Affiliate expressly acknowledges and agrees that the Company does not participate in, support or indulge mass unsolicited e-mailing (i.e., spamming, desktop scrapes) to promote the Company, the Company’s Main Website(s), the Company’s Affiliate Program and/or the online services offered by the Company. The Affiliate also expressly acknowledges and agrees that he/she/it is expected to adhere to this policy as well.
3.15 The Affiliate acknowledges and agrees that any attempted participation or violation of any of the foregoing is a material breach of this Services Agreement and that the Company may pursue, at the Company’s sole discretion, any and all applicable legal and equitable remedies against the Affiliate, including an immediate suspension of the Affiliate Account(s) with the Company and/or the immediate termination of this Services Agreement, without prior notice being required, and/or the pursuit of all available civil or criminal remedies.
3.16 The Affiliate further represents and warrants that his/her/its website(s) and any materials displayed therein: (a) comply with all applicable laws and regulations, statutes, ordinances, and other applicable rules; (b) do not breach, and have not breached, any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract; (c) are not pornographic, hate-speech related or otherwise violent in content; and (d) does not contain any 'detrimental to brand’ language and prohibits campaigns deemed detrimental to the Kine's brand.
3.16.1 Affiliates are required to disclose, in a conspicuous manner, their relationship with Kine in any reviews or contents that are related to Kine.
3.17 The Affiliate acknowledges and confirms that he/she has an existing client base or act as an influencer/Key Opinion Leader (KOL) to his audiences. As per Kine Affiliate commission table, active trading clients are required for each commission tier. Registering as an affiliate to generate commission for a self-trading account and/or the use of multiple accounts to act as active clients is a violation of the Kine Affiliate terms and is subject to Affiliate Account ban. Kine reserves the right to make any adjustment and/or remove the generated commission at our own discretion.
3.18 Search Engine Marketing (SEM) techniques such as bidding on Kine brand name in any search engine is strictly prohibited, Kine reserves the right to terminate the Affiliate Account without any prior notice.
3.18.1 Use of Kine’s trademarks or any Kine brand terms in domain names, subdomains, usernames, ad copies, etc. are prohibited. Any affiliates determined to have used Kine's trademarks in any sort of Internet naming system shall forfeit their rights to that name.
3.18.2 Use of negative keywords in Pay Per Click (PPC) / Display and all applicable paid marketing campaigns is required. Affiliates are required to include Kine's brand terms as negative keywords in their campaigns. Such terms include without limitation to the term "Kine".
3.18.3 In the event that the Affiliate is or the Company has reasonable grounds to believe that the Affiliate is in breach of this clause 3.18, the Company shall notify the Affiliate and the Affiliate shall change or remove any prohibited keyword and/or to take any other necessary measure to rectify the breach immediately and not later than 60 minutes after being so notified. For the first time that the Company issues a notification to the Affiliate pursuant to this clause 3.18.3, any Client registered during the three (3) days preceding the day of notification shall not be taken into account for the purposes of calculating the Affiliate’s Commission accrued. For the second time that such notification is issued, any Client registered during the seven (7) days preceding the day of notification shall not be taken into account for the purposes of calculating the Affiliate’s Commission accrued.
3.19 Any Affiliate that is a U.S. resident or operates in the U.S. (“U.S. Affiliate”) will also be subject to clauses 3.19, 3.20, and 3.21 of this Services Agreement. By agreeing to this Services Agreement, U.S. Affiliates also agree to Guidelines for U.S. Affiliates (“Guidelines”). The Guidelines are incorporated by reference and made a part of this Services Agreement. Any violation of the Guidelines will result in immediate termination of any U.S. Affiliate’s status as an Affiliate under clause 7.3 of this Services Agreement.
3.20 The U.S. Affiliate shall not do any of the following: (a) provide trading advice tailored to the specific circumstances of any of its subscribers, followers, viewers or any other person that accesses their intermediation services; (b) post any presentations that involve testimonials, simulated or hypothetical performance results in their marketing videos or social media posts unless accompanied by prominent disclosures required by U.S. commodities laws; (c) represent that their operations are “SEC compliant”, “CFTC compliant,” or otherwise sanctioned by a U.S. federal regulator; or (d) make posts that are fraudulent, deceptive, or that contain any information that could be conceived as market manipulation or attempted market manipulation.
3.21 The U.S. Affiliate agrees to disclose, in accordance with Section 3.7 of this Agreement, for videos or social media posts in connection with the Affiliate Program, that the posts have been made in connection with the Affiliate Program and that Client utilization of any links to Kine’s platform may result in a commission to the U.S. Affiliate.
4. Affiliate’s Rights and Obligations
4.1 In the event that the Affiliate deviates from the standard interpretation of this Services Agreement, or where the U.S. Affiliate deviates from its requirements in clauses 3.19, 3.20, or 3.21 of this Services Agreement, it will be considered that he/she/it has breached this Services Agreement.
4.2 Without prejudice to the obligations of the Affiliate under this Services Agreement, the Company is not responsible and has no liability for any advice or recommendation or decision provided by the Affiliate to the introduced Client.
4.3 For the Affiliate to be eligible for any commissions with regard to the introduced Client, all requirements set in this Services Agreement has to be met, and the Affiliate must ensure that the introduced Client opens an account with the Company using his/her/its unique Affiliate referral link/code. For the avoidance of doubt, the obligations of the Affiliate under this Services Agreement, and specifically the obligations in relation to carrying out all actions necessary in order for the Company to enter into an agreement with the Client, are not lifted in cases where the Clients reach the Company through the website of the Affiliate.
4.4 If the Affiliate maintains a website for promoting his/her/its business, for the purposes of identifying and targeting suitable opportunities, the following functionalities and information should be included:
a) A link should be available directing prospective Clients to the Company’s Main Website(s);
b) The Company’s information and/or logo and/or banners should be visible to prospective clients;
c) Accurate description of the Company’s product(s) should be present in order to provide specific information to Clients for them to enter into an agreement with the Company in relation to the products and services of the Company.
4.5 The Affiliate is required to obtain the Company’s approval prior to uploading any information or functionalities (as per clause 4.7) relating to the Company and its services.
4.6 In the event of any disparity between the claim(s) made by the Affiliate and the Company with regard to the introduced Client, the Company shall have the sole discretion in accepting or rejecting the claim(s) of the Affiliate.
4.7 Any client, who is introduced by the Affiliate and opens an account with the Company, will be considered the Company’s Client, and will be subject to all of the Company’s rules, policies, and operating procedures that govern their activity at the Company’s Main Website(s) and needs to follow the same procedure as any other person who opens an account with the Company.
4.8 The Company may, at its sole discretion, accept or decline any Client introduced by the Affiliate and has the right to terminate the business relationship with any Client, at any time. All data relating to the Clients that open an account with the Company will remain as the Company’s sole and exclusive property and by entering into this Services Agreement, the Affiliate acquires no right to such information, except as expressly stated herein.
4.9 The Company will not be liable or responsible for any marketing or promotions that may be initiated by the Affiliate for the needs of his/her/its own business purposes and for the provision of the intermediation services under this Services Agreement and for any costs or charges for such activity. The costs will be met solely by the Affiliate.
4.10 Subject to the terms and conditions of this Services Agreement and in accordance with the terms and conditions hereof, the Affiliate agrees and undertakes that all referral activities carried out must be professional, proper, and lawful under applicable rules or laws.
4.11 The Affiliate is prohibited at all times from:
4.11.1 using instant direct to redirect the traffic from its or any other domain to the Company's domain;
4.11.2 attracting, either intentionally or unintentionally, traffic that is unrelated and/or is irrelevant to the Company; doorways shall only be accepted with approved pre-landings only;
4.11.3 offering Clients or potential Clients to register by the Affiliate’s link for a compensation or for any kind of profit including without limitation to representing that there may be welcome/deposit, bonus/re-deposit bonus, volume bonus, gifts/gadgets, and/or cash rebates;
4.11.4 publishing false information in order to attract and/or mislead potential Clients, visitors or traffic;
4.11.5 purchasing ads for pages that may appear to the user as Kine pages as well as creating and maintaining these pages;
4.11.6 in the case of doorways, using persons’ names and brand names of other companies as keywords;
4.11.7 using the Kine brand for any unlawful activities, or having any content on his/her/its website that is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, sexually or otherwise discriminatory or in breach of any third party rights or link to any such material, or containing harassing, deceitful or untruthful comments and statements about Kine.
5. Company’s Rights and Obligations
5.1 The Company shall make any payments due to the Affiliate in respect of the Affiliate’s Commissions for his/her/its referral services as agreed in this Services Agreement.
5.2 The Affiliate shall be entitled to the Affiliate’s Commissions as agreed and may not be subject to any changes unless agreed by both parties.
5.3 The Company is responsible for the calculation and due payment of the Affiliate’s Commissions.
5.4 The Company’s Terms of Service Agreement is set out in the Company’s Website at
5.5 In the event of any dispute, or complaint from a Client, the Company has the right to hold back any commissions due to the Affiliate until such issues are resolved.
5.6 In the event that the Company has identified any abuse or irregularity in the trading activity of any Client introduced by the Affiliate, the Company reserves all rights including, but not limited to, immediately suspending or terminating the Affiliate Account, at the Company’s sole discretion.
6. Commission Fees
6.1 The Company will track and report the trading activity of Clients, who have been approved by the Company to open an account as a result of the referral by the Affiliate, for purpose of remuneration calculated based on the Affiliate’s Commissions definition hereinabove. Subject to clause 6.2 below, the Company’s tracking shall be final and conclusive for such purpose.
6.2 Should the Affiliate discover any discrepancy between his/her/its own tracking and the Company’s tracking:
6.2.1 the Affiliate must notify the Company in writing of such discrepancy within ten (10) working days from the date of receipt of the Company’s report and provide sufficient detail of such discrepancy;
6.2.2 if the Affiliate fails to notify the Company in writing within ten (10) working days, then the report shall be final conclusive and the Affiliate waives any right to contest it in any way;
6.2.3 for any discrepancy up to ten percent (10%), the Company and the Affiliate shall work together in good faith to resolve such dispute in a prompt and mutually acceptable manner as soon as practicable;
6.2.4 notwithstanding the above, in the event of any discrepancy of more than ten percent (10%), the Affiliate hereby agrees and accepts that the Company’s tracking report shall prevail and shall be final and conclusive. The Affiliate hereby waives any right to challenge such tracking report in any way and shall accept the calculation of the Affiliate’s Commissions on the basis of such tracking report and shall not make any claim for any additional sum based of his/her/its own tracking.
6.3 In the event of any activity in the Affiliate Account or any other account which appears to be controlled or managed by the Affiliate or any activity by Clients introduced by the Affiliate being deemed suspicious or potentially in breach of any provision of this Services Agreement, as determined by the Company in its sole discretion, the Company may withhold payment of Affiliate’s Commission(s) until it verifies the relevant transactions. In the event that the Company determines, at its sole discretion, that the activity constitutes fraud traffic or breach of applicable law (including without limitation to any anti-money laundering regulations) or breach of the any agreement between the Company and the Affiliate or the Client, as the case may be, the Company is entitled to terminate this Services Agreement and/or to cancel, recalculate or withhold the Affiliate’s Commission(s) accordingly and to recall any Affiliate’s Commission(s) already paid out to the Affiliate.
6.4 In respect of any Affiliate’s Commission(s) due to be recalled pursuant to clause 6.3 above, the Company is hereby authorised at any time and from time to time to set off and apply any and all Affiliate’s Commission(s) subsequently accrued or held and other indebtedness at any time owing by the Company to or for the credit or the account of the Affiliate (including without limitation to any funds in the Affiliate’s trading account with Kine, if any) against such Affiliate’s Commission(s) due to be recalled, irrespective of whether or not the Company shall have made any demand to recall the same or taken any other steps or measures to enforce its right. For the purpose of this clause, the Affiliate’s trading account with Kine shall mean any account with the Company that is (i) opened by or on behalf of the Affiliate; or (ii) controlled or managed by the Affiliate; or (iii) under common control or management with the Affiliate.
6.5 Payment currency of the Affiliate’s Commissions will be decided at the Company’s sole discretion, and as deemed appropriate, the Company may accommodate other methods of payment or currency.
6.6 Kine is under no obligation whatsoever to pay any commissions to anyone who does not strictly follow this Services Agreement or the incorporated Guidelines, where applicable, including potential later modifications and amendments. It is the Affiliate’s sole and absolute duty to follow precisely this Services Agreement and the incorporated Guidelines, where applicable at all time.
7. Amendment and Termination
7.1 Kine may modify any of the terms and conditions contained in this Services Agreement, at any time and at its sole discretion, by notifying the Affiliate via email, or by posting a notice or a new agreement on its website and hence, the Company recommends that Affiliate should revisit the webpage of this Services Agreement regularly. Any changes to this Services Agreement will not be applicable to the commissions earned in relation to transactions performed prior to the date on which the changes become effective unless specifically agreed otherwise. Should the Affiliate disagree with the changes, he/she/it may terminate this Services Agreement in accordance with clause 7.2 below.
7.2 This Services Agreement is valid until it is terminated by either party (Company or Affiliate) by giving a five (5) business days’ written notice to the other party or otherwise terminated pursuant to clause 7.3 below.
7.3 The Company reserves the right to terminate or suspend without notice this Services Agreement, or any rights of the Affiliate that may fall under the provisions of this Services Agreement, due to any malpractice, breach, failure, or other significant events on the part of the Affiliate, including but not limited to liquidation or insolvency on the part of the Affiliate and/or breaches of clauses 3.19, 3.20, 3.21, or the Guidelines on the part of the U.S. Affiliate. Such termination will be at the sole discretion of the Company and without liability whatsoever to the Affiliate.
7.4 Upon termination of this Services Agreement, the Affiliate is obliged to return to the Company any Company’s materials used for referral purposes. In the case where the Affiliate maintains a website and is using any Company’s materials, he/she/it is obliged to immediately withdraw such materials upon termination of this Services Agreement.
7.5 In the event that this Services Agreement is terminated pursuant to clause 7.2, the Company shall pay the Affiliate any earned balance of Affiliate Commissions that is due and payable to the Affiliate at the time of termination of this Services Agreement, within sixty (60) days after the end of the calendar month in which this Services Agreement is terminated by the Affiliate (following the Company’s receipt of the Affiliate’s written notice, including by email, to terminate this Services Agreement) or by the Company. The Affiliate will not be entitled to referral fees occurring after the date of termination of this Services Agreement. If the Affiliate has failed to fulfill his/her/its obligations and responsibilities, Kine will not pay any referral fees otherwise owed on termination of this Services Agreement. The Affiliate is solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with his/her/its Affiliate Account.
7.6 Furthermore, the Company may terminate this Services Agreement forthwith, upon written notice to the Affiliate, if: (a) it becomes unlawful for the Company and/or the Affiliate to perform or comply with any one or more of their obligations under this Services Agreement; or (b) the Affiliate ceases, in the Company’s reasonable opinion, to be fit and proper to introduce/provide the services to the Company; (c) if the Affiliate no longer holds the necessary authorization or consent to perform the obligations under this Services Agreement, or (d) if he/she/it is prevented for any reason from carrying out the activities and/or obligations herein.
7.7 If Kine continues to permit activity (generation of revenue) from the Clients referred by the Affiliate after termination of this Services Agreement, this does not constitute a continuation or renewal of this Services Agreement or a waiver of termination of this Services Agreement.
8. Force Majeure
8.1 The Company shall not be deemed in default hereunder, nor shall it be hold responsible for, any cessation, interruption, or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labour strike; lockout; boycott; or any law, order regulation, direction, action or request of the government, including any governmental authorities having or claiming jurisdiction over Kine; or failure of any computer dealing system or any other breakdown or failure of transmission in communication facilities of whatever nature between the Company and the Affiliate or any other third-party whatsoever; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the Company (a “Force Majeure Event”).
8.2 The Affiliate acknowledges and agrees that the Company may, in its reasonable opinion, determine that a Force Majeure Event exists or is about to occur; as the case may be, the Company will inform the Affiliate as soon as reasonably practicable if it so determines.
8.3 If the Company determines that a Force Majeure Event exists, or is about to occur, then it may (without prejudice to any other rights under this Services Agreement, and at its sole discretion) take actions it deems necessary or appropriate in the circumstances, in regard to the Affiliate and the Clients, and neither the Company, nor any of its directors, officers, employees, agents or advisers will be liable for any failure, hindrance, or delay in performing its obligations under this Services Agreement or for taking or omitting to take any action pursuant to this clause.
9. Limitation of Liability
9.1 Kine does not guarantee or predict any type of profit or response from the service(s) rendered by the Affiliate under this Services Agreement. Under no circumstances shall Kine be deemed liable for any direct, indirect, punitive, incidental, consequential, or special damages, losses, expenses, costs, or demands of whatever form and for any reason whatsoever in relation to this Services Agreement, its website, and the services it provides; including any claims, expenses, attorney’s fees, and court costs relating or arising from this Services Agreement. This limitation applies regardless of whether the alleged liability is based on contract, strict liability, tort, warranty, negligence, or any other basis, even if Kine has been advised of the possibility of such damages or such damages were reasonably foreseeable. In jurisdictions that do not permit the elimination or limitation of such liabilities, Kine’s liability shall be limited to the greatest extent permitted by the law and any unenforceable provisions removed. The Affiliate agrees to hold harmless Kine, its affiliates and their respective directors, officers, employees, agents, shareholders, contractors and advisors (the “Indemnified Parties”) from all liabilities, claims, expenses, or any other costs arising from, deriving from, or related to this Services Agreement, the services, and products they provide. The Affiliate may be asked to provide written assurances.
9.2 The Affiliate agrees to defend, release, indemnify, and hold the Indemnified Parties harmless from all liabilities, claims and expenses, including attorney’s fees and court costs, for third party claims relating to or arising under this Services Agreement, the service(s) provided by Kine, or his/her/its use of the service(s) provided by Kine; including, without limitation, infringement by him/her/it, or by anyone else using such service(s) Kine provides to the Affiliate, of any intellectual property or other proprietary rights of any person or entity; or from the violation of any of Kine’s operating rules or policies relating to the service(s) provided. When Kine is involved in a third party proceeding related to any matter arising out of or in connection with this Services Agreement, Kine may seek written assurances from the Affiliate in which he/she/it promises to defend, indemnify, and hold Kine and/or any Indemnified Party harmless from the costs and liabilities described in this clause. Such written assurances may include, at Kine’s sole discretion, the posting of a performance bond(s) or other guarantees reasonably calculated to guarantee payment. The Affiliate’s failure to provide such assurances may be considered by Kine to be a breach of this Services Agreement by him/her/it. The terms of this clause will survive any termination or cancellation of this Services Agreement.
10. Waiver
10.1 The failure of the Company to ask for the Affiliate’s performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by the Company of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
11. Enforceability
11.1 In the event that any provision of this Services Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Services Agreement unenforceable or invalid as a whole. The Company will amend or replace such provision with one that is valid and enforceable and which achieves, to the greatest extent permitted by the law, Kine’s original objectives and intent as reflected in the original provision.
12. Assignment and Resale
12.1 Except as otherwise set forth herein, the rights of the Affiliate under this Services Agreement are not assignable or transferable. Any attempt by the Affiliate’s creditors to obtain an interest in the Affiliate’s rights under this Services Agreement, whether by attachment, levy, garnishment, or otherwise, renders this Services Agreement voidable.
13. Headings and Modifications
13.1 The section headings of this Services Agreement were used purely for convenience and may be modified along with their content at any time. The Affiliate agrees that these headings do not, in any way, limit, construe, define, describe, or affect the scope or extent of such section. The Affiliate also agrees that changes and modifications can be done at any time by Kine and that such changes shall henceforth be enforceable in this Services Agreement.
13.2 This Services Agreement, as well as any additional agreement hereto (both present and future), are made in English. Any other language translations are provided as a convenience only. In the case of any inconsistency or discrepancy between the original English texts and their translation into any other language, the original versions in English shall prevail.
14. Governing Law
14.1 This Services Agreement will be governed by the laws of the British Virgin Islands (BVI) without reference to rules governing the choice of laws. Any action relating to this Services Agreement must be brought in the BVI and the Affiliate irrevocably consent to the jurisdiction of its courts.
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