3.0 Verse - The Ultimate Multi-Exchange Crypto Trading Ecosystem

INTRODUCTION
- This Affiliate Program Campaign “Agreement” is between you, hereinafter referred to as “Affiliate Partner” and Three O Verse Global IT Services LLC hereinafter referred as “Advertiser” or “the Company” and collectively known as “Parties” to utilize the platform currently located at [www.3-verse.io / / App Link] (the “Platform”) owned and operated by Three O Verse Global IT Services LLC
- The Program offers contracted Affiliate Partner (“Affiliate”) the opportunity to get paid different commission rates, by means of inviting new users to register and trade on [3.0 Verse App], in accordance with the terms of this Agreement
DEFINITION
- “Associate” means, in respect of a person, any other person which directly or indirectly Controls, is Controlled by, or is under common Control with, that person from time to time;
- “Agreement” means these Affiliate Program Standard Terms and Conditions, including the Program Terms;
- “Applicable Law” means all legally binding laws, statutes, regulations, subordinate legislation, orders, and decrees of any Governmental Body and any judgments, decisions and injunctions of any court or tribunal, in each case having jurisdiction over the matter in question;
- “Business Day” means a day, other than a Saturday or public holiday in the jurisdiction in which the Affiliate is domiciled or incorporated and the jurisdiction in which Three O Verse Global IT Services LLC is incorporated
- “Commissions” means the fees payable to the Affiliate as described in the Program Terms;
- “Effective Date” means the date upon which this Agreement is executed
- “Governmental Body” means any national, federal, regional, provincial, state, county, city, local or foreign government, or any court, tribunal or arbitrator or any regulatory or supervisory authority, agency, ministry, commission, branch, department, division, body, official or instrumentality thereof, in each case being of competent jurisdiction and “Governmental Bodies” shall be construed accordingly;
- “Term” has the meaning ascribed to it in Clause 3; and
- “Taxes” means Applicable Taxes.
Term and Termination
- The Agreement will take effect on the Effective Date. Unless expressly stated otherwise in an Addendum, the Term of this Agreement will continue until terminated by you or by Three O Verse Global IT Services LLC as set forth in this Agreement.
- Consequences of Termination:
  (a) the Affiliate Partner shall refund the Advertiser any monies, if any, in relation to unfulfilled obligations that the Advertiser has paid to the Affiliate Partner in relation to the Agreement.
  (b) the Affiliate Partner shall not be eligible for any payment if the Agreement is terminated or expires even if it relates to prior
  (c) the Affiliate Partner shall immediately discontinue the use of any materials provided by the Advertiser (the “Creative”);
  (d) license to the Creative shall terminate; and
  (e)each Participant shall either destroy or promptly return to the other Participant all copies in whatever medium of the other’s Confidential Information.
Intellectual Property and Confidential Information
- License. Pursuant to the terms herein, the Advertiser grants to the Affiliate Partner for the duration of the Agreement a revocable, non exclusive, non-transferable, world-wide, license to use the Creative solely to the extent necessary to perform its obligations herein.
- Promotional Methods. Affiliate Partner shall not promote a Creative using the following means:
  (a) provision of leads obtained other than through intended consumer (“End User”) action (e.g. through the use of phone books, or similar such compilations of personal data);
  (b) use of fake redirects, automated software, or other mechanisms to generate Actions;
  (c) Actions that are not in good faith, such as those using any automated device, robot, i-frames or hidden frames; or
  (d) the use of incentives to procure Actions from End Users.
- Intellectual Property: “Intellectual Property” means trade marks (whether registered or unregistered together with all goodwill in connection thereto), unregistered and registered designs, copyright, database rights, rights in computer software, domain names, rights in Confidential Information and all other intellectual property rights (whether now subsisting or in the future created). Each Party acknowledges and agrees that it shall not acquire or claim any title to the other Party’s Intellectual Property.
- Confidential Information. "Confidential Information" means all confidential information and data, whether in tangible or intangible form such as trade secrets, financial, and technical information, customers, prices, discounts, and margins. A Participant receiving Confidential Information ("Receiving Party") from the other Participant ("Disclosing Party") agrees to (a) hold all Confidential Information in confidence and protect it with the same degree of care with which the Receiving Party protects its own Confidential Information; (b) use such Confidential Information only for the purposes of this Agreement and as permitted by this Agreement; (c) not copy or otherwise duplicate such Confidential Information, except for the purpose of this Agreement; and (d) restrict disclosure of such Confidential Information solely to those employees and agents with a need to know such Confidential Information for the purposes of this Agreement and who are bound in writing to protect the same. The foregoing obligations shall not apply to any information designated as confidential if, prior to any release of such information, such Confidential Information: was already known to the Receiving Party, free of any obligation to keep it confidential; is or becomes publicly known through no wrongful act of the Receiving Party; is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; was received from a third party without any restriction on confidentiality; was disclosed to third parties by the Disclosing Party without any obligation of confidentiality; or is approved for release by prior written authorization of the Disclosing Party. If the Receiving Party receives a request pursuant to a court order, governmental body request or other legal process to disclose the Disclosing Party's Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and reasonably assist the Disclosing Participant in obtaining a protective order requiring that any portion of the Confidential Information required to be disclosed be used only for the purpose for which a court issues an order or as otherwise required by law. Each Participant shall bear its own legal expenses in connection therewith
Representations, Disclaimers and Indemnification
- Representations and Warranties:
  (a) Each Party warrants, represents and undertakes that:
  (i) it has the full power and authority to carry out its obligations in the Agreement.
  (ii) its entry into and performance of its obligations under the Agreement shall not infringe the rights of any third party or cause it to be in breach of any obligations to a third party;
  (iii) it shall comply fully with any and all applicable laws, rules and regulations in its performance under the Agreement.
- Indemnification: Each Party shall defend, indemnify and hold the other Participant and its respective shareholders, directors, officers, employees, subcontractors and agents harmless against all claims, suits, costs, damages liabilities, expenses (including reasonable attorney's fees), settlements and judgments incurred, claimed or sustained by third parties (“Claims”) for the breach of this Agreement.
- Limitations of Liability:
  (a) Nothing below shall operate to exclude or limit liability for which liability cannot be excluded or limited under law (together the "Excluded Losses").
  (b) Except in respect of the Excluded Losses, the liability of each Party to any other Party in contract, tort (including negligence or breach of statutory duty, misrepresentation or otherwise) or for any other common law or statutory cause of action or otherwise arising by reason of or in connection with this Agreement shall be limited to the Payouts fees paid by Advertiser to Affiliate Partner.
  (c) Except in respect of the Excluded Losses, neither Party shall be liable to the other in contract, tort (including negligence) or otherwise for any: any loss of actual or potential profits, contracts or customers; loss of data and undertaking data or other restoration; loss of reputation; any other indirect, consequential, special, punitive, exemplary damages whether arising from negligence, breach of contract or otherwise.
General
- Waiver of Remedies: No forbearance or delay by either Party in exercising or enforcing the provisions of this Agreement shall prejudice or restrict the rights of that Party nor shall any waiver of its rights operate as a waiver of any subsequent breach. No right, power or remedy herein conferred upon or reserved for either Participant or available by law is exclusive of any other right, power or remedy available to that Participant and each such right, power or remedy shall be cumulative.
- Assignment: Either Participant may assign any or all of its rights under this Agreement, or transfer or sub-contract any or all of its obligations under this Agreement, upon notification to the other Participant, subject to the non-assigning Participant’s right to terminate.
- Audit rights: Each Participant agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement during the term of this Agreement and for a period of three (3) months thereafter. Copies of such records shall be made available to the other Participant upon written request.
- Notices: All notices which are required to be given under this Agreement shall be in writing. Notice shall be severed on official email ID support@3-verse.io.
- Force Majeure: "Force Majeure" means circumstances beyond the reasonable control of a Participant, including but not limited to acts of God, war, terrorist action, fire, flood, governmental act Internet or other telecommunications failure. Neither Participant shall be liable to the other Participant for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a Participant becomes aware of a Force Majeure event, such Participant shall immediately notify the other Participant in writing. If the event of Force Majeure continues period in excess of three (3) weeks, then either Participant may terminate this Agreement by written notice through registered Email to the other Participant with immediate effect.
- Entire Agreement: This Agreement represents the entire understanding and constitutes the entire agreement in relation to the subject matter herein, it supersedes any previous agreement as to such subject matter herein,and may be amended only in writing and executed by both parties. Each party acknowledges and agrees that it has not relied on any representation or warranty other than those expressly set out herein.
- Severability: If any provision in this Agreement, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part shall be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this Agreement shall not be affected. The parties shall in good faith attempt to modify any invalidated provision or part to carry out the parties' stated intentions.
- Survival: All provisions that by their nature should reasonably be interpreted to survive the termination or expiration of this Agreement, shall survive such termination or expiration of this Agreement.
- Relationship of the Parties: The relationship of the Participants is that of independent contractors and this Agreement does not create any association, partnership, joint venture or agency relationship between them. Neither Participant shall have the power to bind the other or to create a liability against the other in any way.
Governing Law and Dispute Resolution:
- This Agreement shall be governed by and construed in accordance with the laws of Dubai, United Arab Emirates without reference to principles or rules of conflict of laws.
- Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre in accordance with the Arbitration Rules of the Dubai International Arbitration Centre (the “DIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of a sole arbitrator. The seat of the arbitration shall be Dubai. The language to be used in the arbitral proceedings shall be English.

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3.0 verse Affiliate Program

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