Londex Referral Program Services Agreement
Last updated on: 27th January 2022
This Affiliate Program Services Agreement (“Services Agreement”) sets forth the terms and conditions of your use of Londex Referral Program (“Londex Affiliate Program”, “Londex Referral Program”, “Referral Program”, or “Affiliate Program”).
Please read this Services Agreement completely and carefully before using the Londex Referral Program. Your use of the Londex Referral Program through the Londex dapp is deemed your acceptance of this Affiliate Program Services Agreement.
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 Londex Referral Program is deemed your acceptance of the terms and conditions in this Services Agreement as amended from time to time.
1. Parties to this Services Agreement
(a) Londex Lite Platform is a Peer-to-Pool Decentralized Digital (including synthetic) Asset Exchange with any of its designated and permitted successors, hereinafter referred to as the “Company”, “we”, “our”, “Londex Platform”, “Londex” or “Londex Lite”; and (b) The “Affiliate”, “him/her/it”, “you”, or “your” shall refer to the individual or entity which applies for the Londex Referral 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; and whereas this Services Agreement explains our obligations to you, and explains your obligations to us under the Referral Program.
When you use your wallet or permit someone else to use it to purchase, or otherwise use or access additional Londex service(s) or products, this Services Agreement covers such service(s) or actions.
It is agreed:
Definitions of Terms
Means any person whom Londex has supplied with a referral code subject 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 uses the Londex referral program.
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, Dapp and APIs.
Means the Code of the Affiliate created upon participating in the Affiliate Program and entering into this Services Agreement.
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. Affiliate commissions are paid in LDX Tokens and based on a percentage of the purchase.
Means the program which the Company makes available to 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.
Means introductory services provided by the Affiliate that result in the Client generating a code with the Company, including introducing, explaining and/or promoting the services offered by the Company to prospective Clients.
2. Signatures and Affiliate Acceptance of Agreement(s)
2.1 The 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 Londex 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 signature (including non-electric) or delivery or retention of records, to the extent permitted under applicable mandatory law.
3. Affiliate Representation and Warranties
3.1 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 its directors, officers, employees, agents or advisers shall not represent to the contrary, either expressly, implicitly, by appearance, or otherwise.
3.2 The Affiliate is not authorized and shall not in any way impersonate as Londex to provide any investment advice on behalf of the Company to the introduced Clients.
3.3 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.
3.4 The Affiliate acknowledges that he/she/it is not allowed to register a business that includes the wording “Londex” 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 “Londex” in its name.
3.6 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.
3.7 For all communicative emails that are sent to customers, Affiliates are also obligated to ensure that all Londex related content must be CAN-SPAM compliant.
3.8 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.
3.9 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 Wallet(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.
3.10 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 Londex’s brand.
3.10.1 Affiliates are required to disclose, in a conspicuous manner, their relationship with Londex in any reviews or contents that are related to Londex.
3.11 The Affiliate acknowledges and confirms that he/she has an existing client base or acts as an influencer/Key Opinion Leader (KOL) to their audiences. Londex reserves the right to make any adjustment and/or remove the generated commission at our own discretion.
3.12 Search Engine Marketing (SEM) techniques such as bidding on Londex brand name in any search engine is strictly prohibited, Londex reserves the right to terminate the Affiliate Wallet(s) without any prior notice.
3.12.1 Use of Londex’s trademarks or any Londex brand terms in domain names, subdomains, usernames, ad copies, etc. are prohibited. Any affiliates determined to have used Londex’s trademarks in any sort of Internet naming system shall forfeit their rights to that name.
3.12.2 Use of negative keywords in Pay Per Click (PPC) / Display and all applicable paid marketing campaigns is required. Affiliates are required to include Londex’s brand terms as negative keywords in their campaigns. Such terms include without limitation the term “Londex”.
3.13 Any Affiliate that is a U.S. resident or operates in the U.S. (“U.S. Affiliate”) will also be subject to clauses 3.13, 3.14, and 3.15 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.
3.14 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.
3.15 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 Londex’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 3.13, 3.14, or 3.15 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 purchases LDX tokens 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 purchases LDX tokens 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.
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 Londex 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 Londex 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 Londex.
5. Company’s Rights and Obligations
5.1 The Company’s contract 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 The Company.
5.3 The Company’s contract 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 www.londex.io and www.londex.app.
5.5 In the event of any dispute, or complaint from a Client, the Company has the right to lock any commissions and future 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 Wallet, at the Company’s sole discretion.
6. Commission Fees
6.1 The Company agrees to pay the Affiliate 4% of LDX buy transactions made by clients using the Affiliates referral code. The Company agrees to reduce the LDX buy transaction tax by 1% for the Client using the Affiliates referral code.
7. Commission Obligations
7.1 Londex 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.
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 Londex; or failure of any computer dealing system, or failure of blockchain or smart contract, 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 Londex 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 Londex 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 Londex 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, Londex’s liability shall be limited to the greatest extent permitted by the law and any unenforceable provisions removed. The Affiliate agrees to hold harmless Londex, 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 Londex, or his/her/its use of the service(s) provided by Londex; including, without limitation, infringement by him/her/it, or by anyone else using such service(s) Londex provides to the Affiliate, of any intellectual property or other proprietary rights of any person or entity; or from the violation of any of Londex’s operating rules or policies relating to the service(s) provided. When Londex is involved in a third party proceeding related to any matter arising out of or in connection with this Services Agreement, Londex may seek written assurances from the Affiliate in which he/she/it promises to defend, indemnify, and hold Londex and/or any Indemnified Party harmless from the costs and liabilities described in this clause. Such written assurances may include, at Londex’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 Londex 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.
10.1 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.
11.1 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, Londex’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 Londex 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.[/vc_column_text][/vc_column][/vc_row]