Affiliate Terms and Conditions

THESE AFFILIATE TERMS & CONDITIONS (“TERMS” OR HEREINAFTER REFERRED TO AS “AFFILIATE TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (THE AFFILIATE) AND ALPHAPAYS. BY COMPLETING THE REGISTRATION PROCESS TO BECOME A ALPHAPAYS AFFILIATE PARTNER YOU CONFIRM YOUR AGREEMENT TO THESE TERMS ON BEHALF OF YOURSELF, OR IF YOU REPRESENT A COMPANY OR OTHER ENTITY, ON BEHALF OF THAT COMPANY OR ENTITY.

1. Definitions

“Affiliate” – means a person or entity other than AlphaPays that participates in the Affiliate Program after agreeing to these Terms. The words “you” and “your”, whether or not capitalized, also refer to Affiliate;

“Affiliate Program” and “Program” – mean AlphaPays’s program whereby Affiliates can earn commissions by referring new Referred Clients to AlphaPays, as set forth in these Terms;

“Commission” – means money earned by you as an Affiliate in the Program pursuant to these Affiliate Terms;

“AlphaPays” – means the operator of this website. The words “we”, “us”, and “our”, whether or not capitalized, also refer to AlphaPays;

“Referral Link” – means a hyperlink to AlphaPays that an Affiliate has placed on or in the Affiliate’s website(s), newsletter(s), or social media postings to Service References for third parties;

“Service” – means AlphaPays online multifunctional platform and related functionality;

“Referred Client” – means a party who has legally obtained a Reference to use our Service by being referred to our website through Affiliate channels;

“Reference” – means the right obtained by a Referred Client to use any of AlphaPays services through payment to AlphaPays of required fees.

2. Enrolment in the Affiliate Program

(a) Application Required. In order to be considered for participation in the Program as an Affiliate, you must complete and submit a Program Application form (“Application”).

(b) Acceptance of your Application: If your Application is accepted by us, you will receive an email notifying you that your Application has been approved. You understand and agree that we may accept or reject your Application at our sole discretion. Reasons for rejection include but are not limited to the following conditions: If any of the information you provide is inaccurate or incomplete; if your website promotes content of a misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic nature; your access to AlphaPays Service is terminated due to violation of the Terms and Conditions that govern our Service; or for any other reason we determine to reject your Application.

(c) Post-Acceptance Account Access: If we accept your Application, we will email you the approval confirmation. When you start earning Commissions, all Commission reports will be available in your Affiliate Account. It is your responsibility to keep your login credentials information secure and not share them with anyone else.

(d) You agree to ensure that the information you provide to us in your Application and in your Account is at all times complete, accurate, and up-to-date (you must update in your Affiliate Account). We will send communications to your Affiliate Account and the email address associated with your Account; you agree to receive these, and understand and agree that, if you opt out of receiving them or request to have your personal data deleted, your participation in the Program may be terminated by AlphaPays. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your Account is no longer current.

3. Affiliate Responsibilities & Restrictions

As a member of our Affiliate Program, you represent and warrant the following:

(a) Optimum Effort and Referral Links: You will use optimum efforts to promote AlphaPays. You will implement Referral Links pursuant to the referral specifications set forth in the Program materials we have provided to you.

(b) Marketing Channel Maintenance: You agree to maintain all of the websites, social media accounts, and newsletters you use to promote AlphaPays.

(c) Compliance with Laws: At all times, you will follow and comply with all applicable privacy, copyright, and other laws that pertain to your website, including but not limited to the GDPR, CCPA, and any and all other applicable privacy laws.

(d) Limited Right to Use the AlphaPays Name: You are prohibited from the following actions: use the AlphaPays “Name” (as defined below) in any domain name or as part of your username on any social media platform or account. The term “Name” herein includes “AlphaPays”, all AlphaPays logos, and the names of all AlphaPays products, offerings, and services, regardless of whether AlphaPays has applied for or obtained a trademark or service mark on or for any of them.

(e) No Promotion With Offensive Content: You may not mention or promote AlphaPays on any website or platform that contains any form of misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic content. You agree that AlphaPays has sole discretion to determine as to whether such content is present.

(f) No Cookie Stuffing: You may not use any form of cookie-stuffing techniques or click generators that set tracking cookies or that result in apparent clicks without the user (a live human) actually clicking on Referral Links. You may not artificially generate clicks or impressions on your site or on any social media platform or create visits on the AlphaPays site, whether by means of a robot, software program, or otherwise.

(g) No Verbatim Copying of Non-Affiliate AlphaPays Content: You may and are encouraged to use any suggested content or materials AlphaPays has provided you to use as an Affiliate to promote AlphaPays, verbatim. However, you may not use or copy any other content appearing on any AlphaPays website or anywhere else that AlphaPays uses or posts content in a word-for-word fashion; any and all use of such other AlphaPays content must be in paraphrased form.

(h) No Copying or Using AlphaPays Look-and-Feel: You may not copy the look-and-feel of any AlphaPays website or webpage.

(i) No Use of Spyware, Malware, Viruses And Such: You are prohibited from using any form of spyware, malware, trojan, tracker, virus, etc, in connection with any Referral Link or otherwise in connection with the Program.

(j) No Relationship Misrepresentation: You may not represent yourself to third parties as other than AlphaPays Affiliate. For example, you may not state or imply that you are a partner or representative or agent of AlphaPays or that you have the authority to bind AlphaPays to a contract, or that you are an agent or employee of AlphaPays or in business with AlphaPays. You may not state or imply that you represent AlphaPays in any capacity unless we have specifically authorized you to do so outside of the Program.

(k) No Use of Browser Extensions To Promote AlphaPays Without Written Approval: You may not create, offer, sell, distribute, or otherwise provide any browser extensions associated with AlphaPays without our prior written approval.

(l) Non-Disparagement: In exchange for receiving Affiliate Commissions, you agree that you will not publicly disparage AlphaPays or any of its products or services or owners, directors, or staff, whether during or after your participation in the Program.

(m) You agree that AlphaPays may terminate your participation in the Program if you violate any part of this Section, or any other provision, of these Terms.

4. AlphaPays Rights

As a member of our Affiliate Program, you understand and agree that AlphaPays has all of the following rights concerning you, among the other rights set forth elsewhere in these Terms:

(a) We May Monitor your Site: You hereby authorize to monitor your website in order to ensure compliance with these Terms and notify you of any changes to your website we find necessary to maintain your compliance. We reserve the right to terminate your participation in the Program should you fail or refuse to make such changes after we have so notified you.

(b) We Determine the Terms Applicable to Referred Customers: Persons who become Referred Clients of our Service through referrals made in the Affiliate Program will be bound by our Terms and Conditions of use, rules, and policies, which are subject to periodic amendments. We reserve the right to reject anyone as a Referred Client, and to terminate any Referred Client’s account and/or access to the Service if that party defaults on their payment obligations, and/or if in our sole discretion they violate any of our terms, rules, or policies, even if such a termination affects your right to a Commission or the amount of a Commission under the Program.

5. Affiliate Commissions

(a) Eligibility: Except in jurisdictions in which Commission payment is prohibited, and/or whenever your Affiliate Application has been rejected by us, and/or whenever you are found to have violated these Affiliate Terms, you will be eligible to earn Commissions as set forth in this Section.

(b) How Commissions Are Earned: A Commission is earned when a third party (not you or AlphaPays or any of our respective owners, directors, agents, or employees) does all of the following: (i) The party becomes a client of AlphaPays; (ii) the Party is demonstrably referred by the Affiliate. The party that completes given two steps shall be referred to hereby as a “Referred Party”.

(c) Commissions Are Not Earned When Any or All of the Following Is the Case: (i) The referring party is not an Affiliate; (ii) the Affiliate has violated any provision of these Terms; (iii) the first and/or second condition set forth in 5 (b) (i) - (ii) fails to be met.

(d) Commission Amounts: Where a Commission is due to the Affiliate hereby, the Affiliate shall receive agreed percentage from each incoming and outgoing payment within AlphaPays from the Referred Party.

(e) Commission Payment: Earned Commissions will be calculated on a monthly basis, and, in any event, will be paid to the Affiliate within thirty (30) days of AlphaPays receipt of payment from the Referred Client. At or before the time such payment is made, AlphaPays will notify the Affiliate (in the Affiliate Account), indicating the total amount of Reference fees received from each Referred Party during the month of issue and the Commissions earned. AlphaPays reserves the right to pay after the 60-day notice in the event of a divergence with the Affiliate or other confusion over the Commission amount. All Commission payments will be issued to your designated BTC (Bitcoin) address. The Affiliate must provide us with and update on their BTC (Bitcoin) address, and further agrees that a failure to do so may result in a delay or inability on the part of AlphaPays to transmit payments to the Affiliate.

(f) Other Factors That Affect Commissions: You agree that we will withhold Commissions whenever the Referred Client uses false or fraudulent means of payment. In such case, you will not receive a Commission at all, or if you have already received a Commission by the time AlphaPays detects any such action by the Referred Client, we will deduct the amount of given Commission from any of your future Affiliate Commission payments.

(g) Effect of Legal Prohibitions: If we determine that Commission payment is prohibited under any applicable laws, or that the Referred Client violated any law in signing up for a Reference, or that you violated any provision of these Terms or any applicable laws resultant in the Referred Party signing up for a Reference, we reserve the right to withhold the Commission.

(h) Taxes and Third-Party Fees: Affiliates are solely responsible for any and all government-imposed taxes and levies, and any and all fees charged by the Affiliate’s bank or other financial institutions, in connection with or because of the Affiliate’s receipt of Commission payments.

6. Licenses

(a) You hereby grant Us a non-exclusive, non-transferable, revocable right to use your personal and company names, titles, and logos in the advertising, marketing, promoting, and publicizing of the Program.

(b) We both agree not to use each other’s Names or other proprietary materials in any manner that portrays the other in a negative light. Other than the rights explicitly granted to you in these Terms, we each retain all right, title, and interest in and to our respective rights, and no right, title, or interest in anything or any form or type of property not stated in these Terms is hereby transferred to the other.

7. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU CONCERNING ANY SUBJECT MATTER OF THESE AFFILIATE TERMS 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 YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANY APPARENT CONTRADICTION CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THESE AFFILIATE TERMS.

8. Indemnification

You agree to defend, at your expense, AlphaPays and its related entities and each of their employees, directors, officers, representatives, agents, and contractors (collectively, the “AlphaPays Parties”), against any and all claims, suits, actions, or other proceedings brought against them by a third party based on or arising from any claim resulting from your breach of these Affiliate Terms (the “Claim”). You further agree to indemnify the AlphaPays Parties against any damages, attorney’s fees, and costs awarded by the court or arbitrator in favor of the party or parties who have brought the Claim.

9. Term and Termination

These Terms shall become effective on the date of execution thereof and shall continue in effect for as long as you are an Affiliate. Either party hereto may terminate Affiliate’s participation in the Program for any reason, on sixty (60) days written notice. Such notice to AlphaPays shall be sent by email to [email protected].

10. Amendments

From time to We may periodically amend these Terms. You agree to review these Terms regularly and that you will be bound by such amended Terms unless you choose to terminate your participation in the Program. Such a termination shall be your sole mode of recourse if you object to such amendments. You further agree that AlphaPays has the right to shut down or otherwise discontinue offering the Program at any time.

11. Miscellaneous

(a) You represent, warrant, and agree to the following conditions:

(i) You have read and understood these Terms, and consulted your own legal advisor, necessary, before your joining this Affiliate Program;

(ii) You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform your obligations under these Affiliate Terms, without the approval or consent of any other party;

(iii) If the Affiliate is a company, entity, or other organization, rather than a single individual person, the person who agreed to these Terms had the power and authority to agree to them on behalf of the Affiliate.

(b) Independent Contractors. Each of us shall be deemed to independent and separate parties with respect to the subject matter of these Terms, and nothing contained in these Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other such relationship. You will not make any statement, whether on your site or otherwise, that contradicts anything in this paragraph.

(c) Assignability. We are free to assign the Program and/or these Terms to any AlphaPays entity and/or to an acquiror of AlphaPays assets. However, you may not assign your rights or obligations under these Terms to any party, and any attempt to do so will be void and without effect.

(d) Governing Laws. Except where not permitted by the Affiliate residence jurisdiction, these Terms shall be governed by the substantive laws of Seychelles.

(e) Neither party shall be deemed to have waived any provision of these Terms.

(f) Entire Agreement. These Affiliate Terms represent the entire agreement between AlphaPays and the Affiliate, and shall supersede all prior agreements and communications between us, whether oral or written.

(g) Severability. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is given full effect, and the remainder of these Affiliate Terms shall have full force and effect.

(h) Governing language. These Terms are provided exclusively in the English language. If you wish to have them translated into another language before agreeing to them, you may do so, but you agree that the English version of these Affiliate Terms shall control in all cases.