Terms and Conditions for the Affiliates Programme

By signing these Terms and Conditions for the Affiliates Programme (“Terms and Conditions”) govern the Affiliates Programme and by accepting them you (“you” or the “Affiliate”) accept to enter into an agreement with AP Global Corporation LLP, a limited liability partnership incorporated in England and Wales with company number OC346322, whose registered office is at 4 King’s Bench Walk, Temple, London, EC4Y 7DL, United Kingdom.

For the purposes of these Terms and Conditions, AP GLOBAL CORPORATION LLP will hereby be identified as (“AstroPay”). Each of Affiliate and AstroPay is a “Party” and, collectively, constitute the “Parties”.

To participate in the Affiliates Programme (“Affiliates Programme”) you must always comply with these Terms and Conditions.

1. Definitions and Interpretation

1.1 The following terms when used in these Terms and Conditions shall have the following meaning:

Account Terms of Use means those terms and conditions applicable to the Customer Account as set forth in https://astropay.com/terms-conditions/?lang=en.

Affiliate has the meaning set forth in clause 2.1 hereof.

Affiliate Account means the Customer Account of the Affiliate which, upon its acceptance as Affiliate under the Affiliate Programme, shall receive a Referral Code that Referred Accounts shall be linked to.

Affiliate Marketing Policy has the meaning set forth in clause 5 hereof.

Affiliate Relatives means: (i) where Affiliate is a legal entity, any affiliate, director, officer, shareholder or employee of Affiliate; or (ii) where Affiliate is a natural person, a spouse, common law partner, civil partner, child, step child, sibling, parent, parents-in-law, aunt, uncle, cousin or grandparent of Affiliate.

Applicable Laws and Regulations means any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision, or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application, to the Party, a Referred Customer, or subject matter in question.

Business Day means any day other than Saturdays, Sundays or any public holiday on which banks in England are generally closed.

Commission means the commission payable by AstroPay to Affiliate for the referral of New Customers to the AstroPay Services.

Confidential Information means (i) these Terms and Conditions; (ii) each Party’s trade secrets, business plans, strategies, methods and/or practices; and (iii) any other information relating to a Party or its business that is not generally known to the public, including but not limited to: information about a Party’s personnel; products; customers; marketing strategies; services; future business plans; commissions, fee and/or deal structures; as well as any other benefits provided by AstroPay. Notwithstanding the foregoing, Confidential Information specifically excludes (A) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the other Party; (B) information that is known to a Party without restriction, prior to receipt from the other Party under these Terms and Conditions, from its own independent sources as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party; (C) information that a Party receives from any third Party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by a Party’s employees or affiliates provided that a Party can show that those same employees or affiliates had no access to the Confidential Information received hereunder.

Customer Account means the electronic money account registered in the name of a customer with AstroPay.

Effective Date means the date in the first page of these Terms and Conditions.

Entity means any corporation, general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, association, organization, governmental body, or other similar type entity or body.

Fee Revenue means the average net transaction fees (as determined by AstroPay) charged to an AstroPay Merchant for the receipt of payments from Referred Accounts excluding cash bonuses, reversal costs, chargeback costs, administration fees, country surcharge fees and any other applicable fees as agreed between AstroPay and the Merchant.

Intellectual Property means any patents, trademarks, copyrights, design rights (whether registrable or not), logos, copyright, trade, business and domain names, moral rights, know-how, trade secrets, rights in databases, rights in computer software and any other similar rights or obligations whether registrable or not (and including all applications and renewals or extensions of such rights) in any country.

AstroPay Services means the AstroPay services provided by AstroPay which includes (but is not limited to) the issuance of electronic money and related payment processing services for the purpose of the Customer Account in accordance with the applicable terms of use which govern the Customer Account.

New Customer means a customer who, at the time of the referral by Affiliate to AstroPay in accordance with clause 3 hereof, does not have an existing Customer Account.

AstroPay Merchant means an individual, a body corporate, an association, a partnership, a trust or any other entity or organisation that has been accepted by and signed a merchant agreement to accept the AstroPay Services.

Prohibited Activities means the activities set out in clause 6 or any other activities communicated by AstroPay from time to time.

Proprietary Material has the meaning set out in clause 8 hereof.

Referred Account means the Customer Account of a New Customer that has been linked to the Affiliate Account for the purposes of generating a Commission.

Referral Code means a tracking code provided to the Affiliate by AstroPay through an Affiliate Account for the purposes of allowing prospective New Customers to apply for a Customer Account(s).

Referred Customer means a New Customer who was referred by an Affiliate to use the AstroPay Services using the code provided in Affiliate’s Approved Media and has successfully registered and used a Referred Account in accordance with the applicable terms of use which govern the Referred Account.

Regulatory Authority means any national, regional, state or local government or governmental agency or subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions.

2.Affiliates Programme

2.1 The Affiliates Programme allows AstroPay Affiliates to generate Commissions through the referral of New Customers to AstroPay. To participate in the AstroPay Affiliates Programme, you must:

(a) be an active Customer Account Holder;

(b) comply with the applicable Customer Account Terms of Use which govern your Customer Account, which are incorporated by reference into these Terms and Conditions as if fully set forth herein;

(d) not use your account for commercial purposes other than generating Commission; and

(e) not be a resident of the United States of America (“USA”), Israel, or any territory subject or target of sanctions in any list of sanctioned persons or countries published by OFAC or the UN.

The above are collectively referred to as eligibility criteria (“Eligibility Criteria”).

2.2 Upon your approval as an Affiliate by AstroPay, you will be provided with the Referral Code and, if applicable, materials that you may use for the purposes of promoting the AstroPay Services or the Affiliates Programme under these Terms and Conditions.

3. Referrals

3.1 Referred Accounts. Subject to these Terms and Conditions, Affiliate may acquire Referred Accounts as follows:

(a) Affiliate is authorized to promote and recommend the AstroPay Services to prospective New Customers, and encourage such prospective New Customers to apply for a Customer Account by sharing with them the Referral Code;

(b) Affiliate acknowledges and agrees that AstroPay may, in its sole discretion, accept, decline, suspend or terminate any prospective New Customer referred by Affiliate hereunder. Further, Affiliate agrees and acknowledges that AstroPay may, in its sole but reasonable discretion, discontinue the participation of a Referred Customer as part of the Affiliates Programme and stop paying Commission to Affiliates for the transactions authorized by such a Referred Customer.

(c) Affiliate acknowledges that AstroPay shall only consider Referred Customers as prospective New Customers that have used the Referral Code upon its registration as a New Customer. AstroPay shall not consider Referred Customers that did not use the Referral Code in the registration process.

3.2 Status of Referred Accounts.

Affiliate acknowledges and agrees that Affiliate will in no way be responsible for, have any ownership interest in, or be a party to any agreement between AstroPay and any Referred Customer. Further, except as set forth herein, AstroPay shall have no obligation to share with Affiliate any details or information related to any such Referred Customer. Affiliate shall not refer Affiliate Relatives to AstroPay and the Affiliates Programme and AstroPay shall not be liable to pay Commission to Affiliate in relation to Affiliate Relatives. If any Referred Customers become Affiliate Relatives, Affiliate shall notify AstroPay immediately and AstroPay shall cease paying Commission in respect of the Affiliate Relative with immediate effect. Any Affiliate’s own Customer Accounts shall not be regarded as a Referred Customer Account and any transactions processed through any of the Affiliate’s own accounts shall be excluded from the calculation of the Commission.

4. Commission

4.1 In consideration of the services rendered under these Terms and Conditions, AstroPay shall pay Affiliate the following Commission:

(a) ___% (____per cent) of Fee Revenue earned from Referred Accounts. No Commission will be payable by AstroPay to Affiliate in relation to other Customer Accounts held by Referred Customer other than the sole designated Referred Account.

4.2 Commissionable transactions shall be any transactions in which a Referred Account makes a transfer to an AstroPay Merchant that follows a deposit using a payment method available with the AstroPay Services for which a fee revenue is generated for AstroPay, excluding any peer to peer transactions. For the avoidance of doubt, the deposit or transfer into the Customer Account shall not be Commissionable. AstroPay reserves the right to establish maximum limits on Commissions payable to Affiliate with respect to any Referred Customer, or with respect to the Affiliate Programme, as may be required from time to time to comply with any Applicable Laws and Regulations.

4.3 Notwithstanding any provision in these Terms and Conditions to the contrary, AstroPay reserves the right to change the applicable Commission rates set forth in clause 4.1, or to terminate Affiliate’s right to receive Commissions entirely under these Terms and Conditions, upon not less than 15 (fifteen) days’ prior notice to the Affiliate. For the avoidance of doubt, you acknowledge and agree that AstroPay may reduce or eliminate the Commissions you are entitled to receive with respect to any Referred Customers, even those approved by AstroPay prior to the date of any such change or elimination hereunder. Parties further agree that AstroPay may set-off any Commission(s) against any Commission paid or due to Affiliate that have been erroneously overpaid by AstroPay due to a technical malfunction or human error.

4.4 AstroPay, in its absolute discretion, may immediately and without notice stop paying Commission in respect of a Referred Customer and reclaim or set-off Commission payments against any Commission paid or due to Affiliate in respect of the relevant Referred Customer, where AstroPay has reasonable grounds to believe the Referred Customer concerned:

(a) had a Customer Account (either through their direct relationship with AstroPay or through another third-party) at the time of the referral by Affiliate;

(b) was an Affiliate Relative at the time of referral or subsequently becomes an Affiliate Relative;

(c) performs or attempts to perform a Prohibited Activity, breach of the Affiliate Marketing Policy and/or Prohibited Transactions as per the Account Terms of Use;

(d) violates these Terms and Conditions;

(e) violates any Applicable Laws and Regulations;

(f) violates the Account Terms of Use; or

(g) is engaged in any act of fraud or willful misconduct in relation to such Referred Account’s participation in any AstroPay programme.

4.5 AstroPay will pay Commission within thirty (30) days (or in such other frequency as determined by AstroPay) following the end of the calendar month for which Commission is due and payable. Commission in respect of Referred Customers on the AstroPay platform will be paid into the Affiliate’s Customer Account. If Affiliate’s Customer Account is closed and/or suspended (whether permanently or temporarily) for any reason, AstroPay will be unable to pay the Commissions to Affiliate. It is Affiliate’s responsibility to ensure that Affiliate’s Customer Account(s) remains open and active. AstroPay shall not be liable to Affiliate for any losses or damages incurred by Affiliate due to the Affiliate’s Customer Account being closed and/or suspended.

4.6. Notwithstanding any provision in this clause 4 to the contrary, if any month’s Commission due and owing to Affiliate hereunder is less than five US dollar (US$5.00), such month’s Commission shall be rolled over into the next calendar month. A Commission will be then paid out in the first subsequent calendar month in which the cumulative Commission payable to Affiliate hereunder is equal to or greater than five US dollar (US$5.00).

4.7 AstroPay may set off against Commissions otherwise owing to Affiliate for any sums that are due and owing to AstroPay by Affiliate or any of its affiliated entities.

4.8 The Commission will be inclusive of VAT, if applicable, or other applicable sales or service tax. If Affiliate runs a business that is subject to VAT or a similar sales or service tax, then Affiliate shall issue to AstroPay, in a form and at intervals to be agreed between the Parties from time to time, a VAT invoice recognised by the relevant tax authority for the purpose of reclaiming the VAT paid on the Commission. The term “VAT” shall mean Value Added Tax or any equivalent sales tax in any relevant jurisdiction. The Parties shall co-operate in good faith to give effect to an efficient tax treatment of the supplies and the payments of consideration contemplated hereunder.

4.9 AstroPay shall not be responsible for any taxes, duties, assessments, fines, levies or other amounts payable by Affiliate to any governmental or regulatory authority arising out of these Terms and Conditions. Affiliate is responsible for reporting and paying any taxes, duties, assessments, fines, levies or other amounts payable or reportable in relation to Commissions earned through the Affiliates Programme.

4.10 Affiliate may obtain Commission reports by requesting them to AstroPay. Affiliate must promptly and carefully review all Commission reports and notify AstroPay of any errors or discrepancies. Any calculation by AstroPay of the monthly Commission amount due and owing to Affiliate that is not objected to by Affiliate within thirty (30) days of the date such payment amount has been deposited into Affiliate’s Customer Account (in accordance with the provisions of Clause 4.5) shall be deemed final and binding on Affiliate. If Affiliate objects to any Commission payment amount within such a 30-day period, AstroPay shall use commercially reasonable efforts to investigate and resolve any errors or discrepancies and pay any outstanding Commissions due and owing to Affiliate. Thereafter AstroPay shall be under no obligation to investigate any claims related to the amount of the Commission and, to the extent permitted by law, Affiliate hereby releases and discharges AstroPay from any and all liability with respect to paying any unpaid Commission that may otherwise have been payable to Affiliate. Affiliate hereby agrees not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against AstroPay any action, suit or other proceeding concerning any such released claims.

4.12 AstroPay reserves the right to exclude certain AstroPay Merchants and AstroPay Merchant transactions (“Excluded Merchant Transactions”) for such periods of time as AstroPay deems appropriate in its own discretion upon prior notification to Affiliates. Excluded Merchant Transactions shall not be eligible to generate any Commission(s).

5. AstroPay Affiliate Marketing Policy

5.1 Affiliate must read and understand the Affiliate Marketing Policy set forth in this Clause 5 (the “Affiliate Marketing Policy”). You are independently responsible for complying with the Affiliate Marketing Policy below throughout your participation in the Affiliate Programme.

5.2 Marketing Prohibitions. Affiliate must at all times co-operate with AstroPay to promote the AstroPay Services, and is prohibited from engaging in any of the following activities while participating in the Affiliates Programme:

a) Affiliate shall not disparage or portray AstroPay or any of its affiliates companies in any way that may have an adverse impact on their reputation;

b) Affiliate shall not, without AstroPay’s prior written consent and, where applicable, the prior written consent of the intended recipient, engage in the distribution of any bulk emails (spam) in any way mentioning or referencing AstroPay, the AstroPay Services or using the Proprietary Materials. Furthermore, Affiliate is responsible for ensuring that their communications practices comply with all Applicable Laws and Regulations.

c) Affiliate shall not associate or engage with any other third party for the promotion of the AstroPay Services under this Programme. Affiliate shall be held directly liable to AstroPay for any acts or omissions of any illegitimate third parties in breach of any covenants of these Terms and Conditions.

d) Affiliate shall not, and shall ensure that any or all Referred Customers do not, carry out any promotion abuse or fraudulent activity, and Affiliate shall immediately notify AstroPay if Affiliate becomes aware of any such activity. For purposes of these Terms and Conditions, “promotion abuse” shall include, but not be limited to, any of the following:

(i) any action and/or attempt to create and operate multiple accounts that are registered in the name of any single Referred Customer and/or any other user’s identity;

(ii) any action and/or attempt to create any mechanism designed to artificially or automatically generate sign ups of Referred Accounts, including but not limited to submission of any counterfeit, forged, imitated and/or altered document for the purpose thereof; and

(iii) any actions and/or attempts that are in breach of any promotion or referral program operated by AstroPay or any of AstroPay’s Affiliates or AstroPay Merchants;

e) Affiliate shall not pay or promise to pay any monies, cashback or any other financial compensation that is designed to incentivize potential Referred Customers (i) when promoting and referring the AstroPay Services; (ii) when promoting the AstroPay Affiliate Programme; or (iii) based on the volume of transactions to be processed by potential Referred Customers.

f) Affiliates, their Referred Customers whose Referred Customers’ Accounts have been suspended or terminated by AstroPay at any point of time due to reasonable suspicions of fraud or fraudulent activity shall be held liable for the actions and omissions of said Referred Customers. AstroPay shall be entitled to use the following remedies, including but not limited to:

(i) cease paying or decrease the Affiliate’s Commission for such Referred Customers with immediate effect;

(ii) request removal of Referral Code(s) or tracking parameters associated with the fraudulent activity from any Approved Media;

(iii) temporarily suspend the Affiliate’s or impose country restrictions on Affiliates with immediate effect until further notice;

(iv) immediately withdraw any benefits provided as goodwill gestures by AstroPay, including but not limited to Proprietary Materials, special offerings etc.; or

(v) terminate the Customer Account with immediate effect.

g) Affiliate shall not offer, promote or market the Affiliates Programme or the AstroPay Services in countries where AstroPay:

(i) is prohibited or restricted from offering payment processing services; or

(ii) informs Affiliate not to promote the Affiliates Programme and/or AstroPay Services.

A list of prohibited countries is available upon request.

6. Prohibited Activities

6.1 Affiliate shall not, and shall ensure that Referred Customers do not perform any of the following activities:

(a) open or operate multiple Customer Accounts without the prior written consent of AstroPay;

(b) register a Customer Account on behalf of another person;

(d) create or employ any mechanism designed to artificially or automatically generate sign-ups to the AstroPay Services or Affiliates Programme;

(e) take any action designed to or which is likely to induce, encourage or cause any Referred Customer, Affiliate to modify his or her existing terms with AstroPay or to terminate his or her existing relationship with AstroPay for any purpose, including for the purpose of re-registering such Referred Customer or Affiliate so as generate additional Commissions for the benefit of Affiliate;

(f) engage in any activity or take any action designed or likely to cause or encourage Referred Customers to make any false and/or artificial deposit with any AstroPay Merchant for the sole purpose of generating Commissions;

(g) use counterfeit, forged, imitated, stolen or otherwise altered identification documents;

(h) cause, endorse, advise or approve any type of practice that enables itself, Referred Customers to breach or circumvent any of AstroPay’s security or verification or other compliance procedures, which includes, but is not limited to making fraudulent or abusive transactions, and opening multiple accounts in breach of the Account Terms of Use, these Terms and Conditions, as well as any other terms and conditions available on AstroPay’s web pages as such terms and conditions pertain to the operation of the Affiliates Programme;

(i) use or create any material that is sexually explicit, offensive, profane, hateful, threatening, harmful, graphically violent, defamatory, libellous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, or physical disability);

(j) make or knowingly benefit from transactions which AstroPay in its sole discretion deems to be suspicious, unauthorized, fraudulent or malicious including without limitation transactions that relate to money laundering, terrorism financing, fraud or other illegal activities;

(k) violate the Affiliate Marketing Policy;

(l) open or operate a Merchant Account, without the prior written consent of AstroPay or conduct commercial activity other than promoting the AstroPay Services or Affiliates Programme; or

(m) conduct any commercial activity that is in breach of the Account Terms of Use that is not compliant with the intended wallet use, among which accept or offer payments for certain categories of business without our explicit approval in our sole discretion. Such business categories include but are not limited to: money exchange or remittance businesses, including but not limited to bureaux de change, currency exchanges, cryptocurrency exchanges and purchase of travel money or any other business category published in an acceptable use policy on the AstroPay Websites from time to time. In case you are in doubt whether your business falls under any of the categories, you must contact us to verify. We reserve the right in our sole discretion, to add business categories requiring approval by adding such categories to either of the AstroPay Terms and Conditions or an acceptable use policy published on the AstroPay Websites.

6.2 Affiliate shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions without the prior written consent of AstroPay.

6.3 AstroPay may terminate with immediate effect any Affiliate’s relationship under these Terms and Conditions with immediate effect where AstroPay has detected, in its sole but reasonable consideration, abuse of these Terms and Conditions.

7. Warranties

7.1 Affiliate warrants, represents and undertakes to AstroPay that:

(a) all of the information Affiliate has provided to AstroPay at any time is and shall be true, accurate and complete in all respects;

(b) it shall comply with all Applicable Laws and Regulations, licences, regulations and codes of conduct (including, without limitation, the AstroPay Partner Code) applicable to the promotion and marketing of the AstroPay Services and AstroPay Affiliates Programme;

(d) it will cooperate with AstroPay to investigate any suspected illegal, abusive, or fraudulent activity.

(e) these Terms and Conditions have been duly and validly authorised by Affiliate and constitutes Affiliate’s legal, valid and binding obligation, enforceable in accordance with these Terms and Conditions;

(f) the performance under these Terms and Conditions by Affiliate is not subject to the jurisdiction, approval, notification of or consent of any Regulatory Authority, or of any other person or entity; and will not result in any breach of any obligation Affiliate may have to any third party;

(g) it shall make no representations or warranties regarding AstroPay Services or the AstroPay Affiliate Programme, other than as expressly authorised in writing by AstroPay, nor shall Affiliate have the authority to accept orders or make contracts on behalf of AstroPay;

7.2 Without prejudice to clause 7.1 hereof, Affiliate shall notify AstroPay upfront in the event Affiliate acquires, is acquired by or merges with another existing AstroPay Affiliate or its business or if the Affiliate or its business is acquired by a third party that is not part of the AstroPay Affiliates Programme. In all such instances AstroPay reserves the right, in its sole discretion to:

(a) decline any such the third-party’s application to join the AstroPay Affiliates Programme;

(b) vary the Commission rate; or

8. Licences and Use of Proprietary Materials

8.1 For the duration and strictly for the purposes of these Terms and Conditions, AstroPay hereby grants to Affiliate, a revocable, non-exclusive, non-transferrable, right to use, copy and distribute the AstroPay trademarks, trade names, URLs and/or designated landing pages, logos, banners and any other marketing materials provided by AstroPay directly to Affiliate from time to time (the “Proprietary Material”).

8.2 AstroPay reserves the right to revoke Affiliate’s licence granted under clause 8.1 at any time and at its sole but reasonable discretion.

8.3 Affiliate warrants, represents and undertakes to AstroPay that:

(a) Unless authorised in writing by AstroPay, Affiliate shall only use and/or display the Proprietary Material on the websites (that do not contain any intellectual property rights owned by other AstroPay Affiliates), webpages, mobile platforms or applications, and offline media platforms (including, but not limited to, classified ads, magazines and newspapers) that have been pre-approved in writing by AstroPay (the “Approved Media”). Affiliate may only use the Proprietary Materials for the purposes of promotion of the AstroPay Services or AstroPay Affiliates Programme in accordance with these Terms and Conditions;

(b) Affiliate shall not use social media sites (including but not limited to Facebook, LinkedIn, Twitter and Instagram) to display the Proprietary Materials or promote the AstroPay Services or AstroPay Affiliates Programme, unless expressly permitted by AstroPay;

(c) Affiliate shall not use and/or display the Proprietary Material in any manner that is inappropriate or that is in any way detrimental to AstroPay;

(d) Affiliate will not alter, add to, subtract from, or otherwise modify the Proprietary Materials including proportions, colours, elements, nor animate, morph or otherwise distort the Proprietary Materials perspective or appearance;

(e) Affiliate shall not bid on any keyword or on any Pay Per Click Search Engines where such keyword contains Proprietary Materials or other Intellectual Property owned by AstroPay (or its licensors) or any variation or misspelling of the same. Further, Affiliate shall not bid on any word or term that is confusingly similar to the Proprietary Materials or other Intellectual Property owned by AstroPay (or its licensor(s));

(f) Affiliate shall not use AstroPay’s (or any AstroPay affiliate’s) name, trademarks, logos, trade names, business name, or the names of any of the services and/or products (or any name, trademarks, logos, trade name, or business name that is confusingly similar to the foregoing) in its corporate name, trade name, e-mail address, social media network account names or domain names. In addition, Affiliate shall not apply for or register any of the same in its own name; and

(g) Unless otherwise agreed in writing by AstroPay, Affiliate may not sell, resell, assign, licence, sublicense or otherwise transfer rights to the Proprietary Materials, the AstroPay Services or any Confidential Information. If Affiliate makes any amendments, derivative works or improvements to the Proprietary Materials or other Intellectual Property belonging to AstroPay, Affiliate agrees that such modifications shall be owned by AstroPay. Affiliate hereby irrevocably assigns and transfers all such modifications to AstroPay, and waives any moral rights therein.

8.4 AstroPay and/or its affiliates and/or licensors own all right, title and interest, including all copyright, trademark and other intellectual property rights, in and to the AstroPay and AstroPay name and brand, the Proprietary Materials, the AstroPay Services and all components used in providing the AstroPay Services.

8.5 Nothing in these Terms and Conditions shall be construed to grant Affiliate ownership of any of the Proprietary Materials or any other Intellectual Property belonging to AstroPay. Affiliate shall not make any claim of ownership over any Proprietary Materials or any other Intellectual Property which have been directly or indirectly provided or made available to Affiliate by AstroPay in connection with these Terms and Conditions.

8.6 AstroPay may in its discretion withdraw any consent provided in accordance with this clause 8 upon notice to the Affiliate. Upon receipt of such notice, Affiliate will immediately (and, in any event, no later than 3 business days after AstroPay makes the request) cease such promotion of the AstroPay Services, or use or display of Proprietary Materials, or other AstroPay (or any AstroPay associate company) logos or marks, etc., as the case may be. Additionally, Affiliate shall procure the removal from any third-party websites, communication channels and emails etc. as the case may be as instructed by AstroPay.

8.7 AstroPay reserves the right at any time without notice to Affiliate to review the Approved Media and any other forms of communication, media and websites to ensure that Affiliate is complying with these Terms and Conditions and the Account Terms of Use. AstroPay reserves the right to give further instructions at any time to the Affiliate in order to change or remove any content in relation to AstroPay, the AstroPay Services or this Affiliates Programme.

9. Confidentiality

9.1 Affiliate agrees that during the term of these Terms and Conditions and for a period of five (5) years thereafter, it will not, other than in connection with the performance of its obligations under these Terms and Conditions, use, reproduce or disclose any Confidential Information of AstroPay or any of its affiliated entities or licensors, either directly or indirectly, to any person or entity without the prior written consent of AstroPay. In the event Affiliate is requested or becomes legally compelled to disclose any Confidential Information, it will provide to AstroPay prompt written notice of such fact so that AstroPay may seek a protective order or other appropriate remedy, and Affiliate agrees to reasonably cooperate with AstroPay in such efforts. Upon termination of these Terms and Conditions, for any reason, Affiliate will promptly return to AstroPay or destroy all Confidential Information of AstroPay in Affiliate’s possession, custody or control, without keeping any copies thereof, and upon written request of AstroPay, provide to AstroPay written certification that such all such Confidential Information has been returned or destroyed in accordance with this Clause 9.

9.2 AstroPay will treat all information of Affiliate that AstroPay may receive in connection with the AstroPay Affiliate Programme in accordance with the Privacy Policy, and will use such information of Affiliate exclusively for the purposes of performing AstroPay’s obligations under these Terms and Conditions, to administer the AstroPay Affiliate Programme, and/or to perform the AstroPay Services. Notwithstanding the foregoing, AstroPay may disclose any information of Affiliate if required to do so by Applicable Laws and Regulations.

9.3 If a Party breaches, or threatens to breach, any of the provisions of this clause 9 in addition to any other rights the non-breaching Party may have, including a claim for damages, the non-breaching Party shall have the right to have the provisions of this clause 9, as applicable, specifically enforced, and breaching Party’s breach enjoined, by any court of competent jurisdiction, without presentment of a bond (such requirement being expressly waived by each Party), it being agreed that any breach of this clause 9 would cause irreparable harm to the non-breaching Party in that money damages would not provide an adequate remedy.

10. Liability and Indemnities

10.1 Neither Party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any punitive, exemplary, indirect or consequential loss or damages of any kind in connection with or arising out of these Terms and Conditions.

10.2 Neither Party shall be liable for any indirect loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss regardless of whether or not the same was foreseeable or had been brought to any Party’s attention.

10.3 Subject to clauses 10.4 and 10.7, the aggregate liability of AstroPay in contract, tort, negligence or otherwise arising out of or in connection with these Terms and Conditions in any period of 6 months from the Effective Date or any anniversary thereof (each a “Contract Year”) shall be limited to the lower of (i) 10,000 USD or (ii) the total amount of Commission paid by AstroPay to Affiliate in the previous year (or, in the first year, the commission received to date).

10.4 To the extent permitted by Applicable Laws and Regulations, nothing in these Terms and Conditions shall operate to exclude or restrict a Party’s liability for the following:

(a) fraud and fraudulent misrepresentation;

(b) death or personal injury due to negligence;

(d) damage to real or tangible personal property;

(e) breach of clauses 7 (Warranties), 8 (Licences and Use of Proprietary Materials), 9 (Confidentiality) and 14 (Compliance with Applicable Laws and Regulations).

10.5 Unless otherwise stated in these Terms and Conditions, neither Party shall be liable to the other Party for any liability arising out of its respective relationship with Referred Customers.

10.6 Neither AstroPay nor any of its affiliated companies, agents or subcontractors shall be liable for any failure to perform its obligations under these Terms and Conditions to the extent that any such delay or failure is caused by any of the following:

(a) any suspension or refusal to accept payments which AstroPay has reason to believe to be made fraudulently or without proper authorisation or pose a security risk;

(b) any incorrect payment instructions received by AstroPay from Affiliate or a Referred Customer;

(d) any failure, interruption, infiltration or corruption of any hardware, software or other telecommunications or data transmission system, as well as any data reporting issues resulting thereof; or

(e) any other circumstance beyond AstroPay’s reasonable control.

10.7 Affiliate shall indemnify and hold harmless AstroPay and its affiliates, employees and directors, on demand, against any and all claims, losses, liabilities, costs, expenses, reputational damage, loss of business or other damages (including reasonable legal fees) arising, directly or indirectly, from any breach of clause 4, 5, 6, 7 and 9 of these Terms and Conditions. Further Affiliate hereby agrees to defend, indemnify and hold harmless AstroPay and each of its affiliated companies, and each of the foregoing’s stockholders, officers, directors, partners, employees, agents, insurers, representatives, predecessors, successors and assigns, from and against all liabilities, losses, claims, damages, costs, and expenses (including reasonable attorneys’ fees) whenever arising or incurred that are caused or are alleged to have been caused, directly or indirectly, by or as a result of: (a) any breach of any representation, warranty or covenant of Affiliate set forth in these Terms and Conditions; (b) any act of fraud, willful or intentional misconduct or gross negligence committed by affiliate or any of its affiliated persons, or any of their respective employees or agents; (c) any claim by a third party (including any AstroPay Merchant or AstroPay Customer) related to Affiliate’s participation in the AstroPay Affiliate Programme; and (d) any and all claims, actions, suits, proceedings, investigations, demands, assessments and judgments related or incident to any of the foregoing.

11. Term and Termination

11.1 These Terms and Conditions shall commence on the Effective Date.

11.2 The Affiliate may terminate their participation in the AstroPay Affiliates Programme at any time by affiliates@astropay.com. AstroPay may terminate these Terms and Conditions and your participation in the Affiliates Programme without cause by giving you no less than thirty (30) days’ prior written notice.

11.3 AstroPay reserves the right to close the Customer Account and/or terminate the relationship with the Affiliate under these Terms and Conditions with immediate effect, if AstroPay has reasonable grounds to believe that the Affiliate has become inactive, whereas an Affiliate shall be considered inactive in any of the following instances (list is non-exhaustive):

(i) Affiliate has not generated any commissionable transactions within a period of not less than three (3) months; or

(ii) Affiliate’s Customer Account has been terminated and/or suspended on any of the grounds listed in the Account Terms of Use for a period of not less than three (3) months.

Notwithstanding anything to the contrary herein, AstroPay may in its sole discretion re-activate the Affiliate Account subject to the Affiliate’s compliance with the Eligibility Criteria and interest in re-joining the Affiliates Programme.

11.4 AstroPay may terminate these Terms and Conditions with immediate effect and stop paying Commission if Affiliate breaches any provision of these Terms and Conditions, including but not limited to section 5 and 6.

11.5 Any Party may terminate these Terms and Conditions immediately by giving written notice to the other Party (the “Defaulting Party”) if the Defaulting Party files a petition for bankruptcy, becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors, or a receiver is appointed for the Defaulting Party or its business, or the Defaulting Party goes into liquidation either voluntarily (otherwise than for reconstruction or amalgamation) or compulsorily.

12. Consequences of Termination

12.1 Without prejudice and subject to clause 12.2, upon termination of these Terms and Conditions or Affiliate’s participation in the Affiliates Programme, AstroPay shall pay all Commission owing to Affiliate up to the effective date of termination.

12.2 If these Terms and Conditions or Affiliate’s participation in the Affiliates Programme are terminated by AstroPay pursuant to clause 11.3 or 11.4, AstroPay shall stop paying Commission to Affiliate for all Referred Customers immediately upon termination.

12.3 The termination of these Terms and Conditions, however it arises, shall not affect any actual or contingent liabilities or claims of any Party hereto which accrue before these Terms and Conditions terminate.

12.4 On termination of these Terms and Conditions, Affiliate shall:

(a) promptly return to AstroPay any material supplied to Affiliate by AstroPay;

(b) cease to use any Confidential Information made available to it pursuant to clause 9; and

(c) immediately cease using Proprietary Materials, and any AstroPay Intellectual Property which have been directly or indirectly provided or made available to Affiliate.

12.5 Any provision of these Terms and Conditions which imposes an obligation after termination or expiration of these Terms and Conditions shall survive the termination or expiration of these Terms and Conditions, including but not limited to clauses 1, 4, 6, 7, 8, 9, 10, 12, and 13.

13. Remedies

13.1 Without prejudice to the remedies under clauses 4 (Commission), 10 (Limitation of Liability) and 12 (Term and Termination), where Affiliate is in breach, or where AstroPay has reason to believe Affiliate is in breach of any term of these Terms and Conditions, AstroPay reserves the right to, at its sole discretion, carry out any and/or all of the following:

(a) Instruct Affiliate to immediately carry out any instructions issued by AstroPay including (without limitation) immediate suspension of such activities.

(b) Cease to pay Commission on Referred Accounts.

14. Compliance with Applicable Laws and Regulations

14.1 In performing their obligations under these Terms and Conditions, both Parties shall comply with all Applicable Laws and Regulations from time to time in force.

14.2 The Parties have and shall maintain in place throughout the term of these Terms and Conditions their own policies and procedures to ensure compliance with the Applicable Laws and Regulations.

14.3 Affiliate shall promptly report to AstroPay any request or demand for any undue financial or other advantage of any kind received by Affiliate in connection with the performance of these Terms and Conditions;

14.4 Upon request by AstroPay, Affiliate shall certify to AstroPay in writing, that Affiliate and all persons associated with Affiliate under these Terms and Conditions are compliant with this clause 14.

14.5 Affiliate shall ensure that any person associated with Affiliate who is performing services in connection with these Terms and Conditions does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Affiliate under this clause 14. Affiliate shall be responsible for the observance and performance by such persons and shall be directly liable to AstroPay for any breach of this clause 14 by such persons.

15. Governing Law and Jurisdiction

15.1 These Terms and Conditions and any legal relationship between the Parties arising out of or in connection with the Affiliates Programme shall be governed by and interpreted in accordance with the laws of England and Wales. The Parties hereby irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales for the settlement of any claim, dispute or matter arising out of or in connection with these Terms and Conditions.

16. Entire agreement

These Terms and Conditions represent the entire agreement between the Parties in relation to its subject matter and shall replace and supersede all previous agreements, understandings, warranties and representations, either oral or written regarding the subject matter hereto. Each Party acknowledges that it has entered into these Terms and Conditions in reliance only on the representations, warranties, promises and terms contained in these Terms and Conditions and, save as expressly set out in these Terms and Conditions, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of these Terms and Conditions unless it was made fraudulently.

17. Severability

If any part of these Terms and Conditions is found by a court of a competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

18. Changes to these Terms and Conditions

18.1 AstroPay reserves the right to change, modify or amend these Terms and Conditions at any time. Any such change, modification or amendment shall become effective as soon as the same is published on the AstroPay Affiliates website. Your continued participation in the Affiliates Programme after the effective date of such change, modification or amendment shall be deemed your acceptance thereof.

18.2 The Account Terms of Use that govern the applicable Customer Account, as amended from time to time, are incorporated into and form part of these Terms and Conditions and apply to Affiliate and their Customer Account(s).

18.3 In the event of any inconsistency between any of the provisions of the applicable Account Terms of Use and these Terms and Conditions, to the extent of the inconsistency, these Terms and Conditions will prevail. Capitalised words have the same meaning as in the Account Terms of Use, if not otherwise defined herein.

19.Relationship of the Parties

AFFILIATE AND ASTROPAY ARE INDEPENDENT CONTRACTORS UNDER THESE TERMS AND CONDITIONS AND NOTHING HEREIN WILL BE CONSTRUED TO CREATE A PARTNERSHIP, JOINT VENTURE OR AGENCY RELATIONSHIP BETWEEN THEM. NEITHER PARTY SHALL HAVE AUTHORITY TO ACT IN THE NAME OR ON BEHALF OF OR OTHERWISE TO BIND THE OTHER IN ANY WAY.

20. Representation of Authority

Each Party warrants and represents that it has and will maintain all the required rights and authority to enter into and to perform its obligations under these Terms and Conditions.

21. Third Party Rights

No person who is not a Party to these Terms and Conditions shall have rights to enforce any term of these Terms and Conditions.

22. Force majeure

Neither Party shall be under any liability if it is unable to perform its obligations due directly or indirectly to any event or circumstances beyond its reasonable control including, without limitation: an act failure or omission by Government, telecommunications operators or other competent authority; war, military operations, or riot; difficulty, delay or failure in any machine, data processing system, manufacture, production; any act of God, inclement weather, failure or shortage or power supplies, flood, drought, lightning or fire; strike, lock-out, trade dispute or labour disturbance.

23. Waiver

Any waiver of a right under these Terms and Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future (subject to the provisions of Applicable Laws and Regulations).

24.Notices

Notices to Affiliate shall be sent to the primary email address registered to the Affiliate’s Customer Account and/or to the email address indicated above. Notices to AstroPay shall be sent to affiliates@astropay.com. All Notices shall be deemed delivered 24 hours after the transmission is sent.