Affiliate Program Terms

1.1. The SmashPay Affiliate Program ("SmashPay Affiliate Program") is organized by SmashPay ("SmashPay" or "Organizer").

1.2. The SmashPay Affiliate Program aims to attract new end users to SmashPay's services to be referred to SmashPay by third parties ("Affiliates") and shall be organized by SmashPay on a partnership automation platform such as impact.com or other automated solutions platform which may be further chosen by SmashPay ("Affiliate Platform").

1.3. The relations between Affiliates and SmashPay, while Affiliates and SmashPay are hereinafter separately referred to as "Party" and jointly as "Parties", in regard to Affiliates' participation in the SmashPay Affiliate Program shall be governed by the present SmashPay Affiliate Program General Terms and Conditions ("Program Terms"), available in the Affiliate Platform.

1.4. "SmashPay Platform" means the Organizer's website SmashPay.io and mobile application.

1.5. "SmashPay Account" means a SmashPay Account opened with SmashPay, through which a client can use the SmashPay Services, including but not limited to SmashPay Crypto Credit and SmashPay Earn Interest Product.

1.6. "SmashPay Crypto Credit" and "SmashPay Earn Interest Product" means the services offered on the SmashPay Platform, fully governed by the SmashPay Services General Terms and Conditions, SmashPay Crypto Credits General Terms and Conditions, and SmashPay Earn Product General Terms and Conditions (collectively "SmashPay General Terms").

1.7. "Affiliate" means any third party who applied for registration with the SmashPay Affiliate Program through the Affiliate Platform, further approved by SmashPay.

1.8. "Referred Customer" means an individual who has not previously opened a SmashPay Account through an Affiliate Link.

2.1.The Affiliate undertakes to make referrals to SmashPay of new end users of SmashPay Crypto Credit and SmashPay Earn Interest Product under the conditions and against consideration agreed in these Program Terms. Following a successful registration with the Affiliate Platform, the Affiliate can access a link generated therein (“Affiliate’s Link”), designated for distinguishing the different Affiliates in the SmashPay Affiliate Program. By opening their account and/or using the Affiliate Platform, the Affiliate acknowledges and confirms that you are not a resident of the UK.

2.2.SmashPay shall provide the Affiliate with materials like images, videos, and other creative materials (“Materials”), including but not limited to the materials integrated into the SmashPay Affiliate Program’s landing page. The Affiliate acknowledges and agrees that any amendments in the Materials are subject to SmashPay’s preliminary written consent.

2.3. The SmashPay Affiliate Program is designated for end users who have not previously opened a SmashPay Account. A Referred Customer can be every individual aged at least 18 when completed all of the following conditions:

2.4. SmashPay reserves the right to deny SmashPay Crypto Credit or SmashPay Earn Interest Product on any and all grounds specified in the SmashPay General Terms, subject to revision at any time at the sole and absolute discretion of SmashPay.

3.1. The Affiliate shall receive a consideration ("Affiliate Referral Fee") consisting of a percentage of the amount of SmashPay Crypto Credit(s) granted to each Referred Customer and a percentage of the interest generated under SmashPay Earn Interest Product(s) by each Referred Customer during the first twelve (12) calendar months following the registration and completion of identity verification at the SmashPay Platform by the respective Referred Customer in accordance with all applicable SmashPay General Terms.

3.2. The amount of the consideration defined as a certain percentage, manner of calculation, and payment of the Affiliate Referral Fee shall be specified in the Affiliate's registration at the Affiliate Platform subject to approval by SmashPay.

3.3. The Affiliate Referral Fee shall be paid in USD. The Affiliate shall receive its consideration through the Affiliate Platform, operated by Impact Radius Ltd., UK.

3.4. SmashPay shall assess each SmashPay Crypto Credit and SmashPay Earn Interest Product for compliance with the SmashPay Affiliate Program's requirements independently from other products and services of the same Referred Customer. For the avoidance of doubt, only the SmashPay Crypto Credit(s) and SmashPay Earn Interest Product(s) of Referred Customers who have used the Affiliate's Link when opening their SmashPay Account shall be eligible for an Affiliate Referral Fee.

3.5. The Affiliate shall be subject to the tax regulation in its jurisdiction and shall be fully responsible for any filing/reporting and paying any tax due to the competent tax authority, as required by the applicable law. SmashPay shall not be required to compensate the Affiliate for its tax obligations or advise it in relation to its tax issues.

4.1. The Affiliate shall not have the authority to make any commitments or enter into any agreements or incur any liabilities whatsoever on behalf of SmashPay, nor shall SmashPay be liable for any acts, omissions, contracts, commitments, promises, or representations made by the Affiliate.

4.2. Neither the Affiliate nor its directors or employees shall make any representations or warranties relating to the SmashPay Crypto Credit, except to those disclosed in the Materials. The Affiliate agrees that neither the Affiliate nor any affiliates thereof will impose or collect a fee of any kind, including but not limited to any administrative fee, affiliate or referral fee or similar from any Referred Customer in relation to the SmashPay Affiliate Program.

4.3. The Affiliate represents and warrants that (i) it is not subject to any limitation or restriction that would prohibit, restrict or impede the performance of its obligations under these Program Terms, and (ii) it shall comply with all local, state, and federal laws, rules and regulations, governing the performance of its obligations under these Program Terms.

4.4. The Affiliate represents and warrants that neither the Affiliate nor any of its affiliates or officers, directors, brokers, or agents (i) has violated any anti-terrorism laws; (ii) has engaged in any transaction, investment, undertaking, or activity that conceals the identity, source, or destination of the proceeds from any category of prohibited offenses designated by the FATF; (iii) is publicly identified on the most current list of "Specially Designated Nationals and Blocked Persons" published by OFAC, or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs; (iv) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading with the Enemy Act, or any other law; (v) conducts any business or engages in making or receiving any contribution of goods, services, or money to or for the benefit of any person described in clauses (iii) or (iv) above; (vi) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any antiterrorism law; or (vii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-terrorism law.

5.1. Subject to the Program Terms, SmashPay hereby grants to the Affiliate a non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free license to use any name, logo, tagline, or other designation displayed on any display screen within the Materials solely for the purpose of the SmashPay Affiliate Program.

5.2. The Affiliate agrees and understands that SmashPay is the exclusive owner and retains all ownership, right, title, and interest in and to its trademarks, service marks, logos, patents, know-how, research, publications, agreements, trade and company names, etc. related to the design, implementation, or operation of the SmashPay Affiliate Program and/or integrated into the Materials.

5.3. Affiliates are fully prohibited from bidding on SmashPay's brand, trademarks, or products and services names in paid search. Each and every violation of this prohibition shall lead to immediate disqualification from the SmashPay Affiliate Program.

6.1. The agreement between the Affiliate and SmashPay shall commence on the date of the Affiliate's registration at the SmashPay Affiliate Program and shall continue for an unlimited period until its termination.

6.2. In the event that the Affiliate breaches any provision of the Program Terms, SmashPay may terminate the latter by notice to the Affiliate having an immediate termination effect. In case the Affiliate uses fraudulent methods or otherwise attempts to circumvent the Program Terms or SmashPay General Terms, SmashPay reserves the right to disqualify any Affiliate from an Affiliate Referral Fee by notice to the Affiliate having an immediate termination effect.

6.3. Each Party reserves the right to terminate the participation in the SmashPay Affiliate Program upon providing the other Party one (1)-day advance notice.

7.1. The Affiliate agrees to indemnify and hold SmashPay harmless from and against any claims, losses, costs, damages, liabilities, penalties, fines, or expenses (including court costs, costs of the appeal, and reasonable fees of attorneys and other professionals) arising out of: (i) any Affiliate's negligent act or omission or willful misconduct; (ii) any Affiliate's breach of its representations, warranties, and obligations hereunder; and (iii) any act or omission of the Affiliate in marketing or promoting the SmashPay Affiliate Program, including without limitation, misrepresenting to potential end users the SmashPay Affiliate Program or the Program Terms under which the latter is made available by SmashPay.

7.2. In no event shall SmashPay's aggregate liability for any loss or damage arising in connection with the Program Terms exceed the total amount of the Affiliate Referral Fee paid to the Affiliate. The foregoing limitations of liability shall apply to the fullest extent permitted by the applicable law.

7.3. In no event shall either Party be liable to the other for any type of incidental, special, exemplary, punitive, indirect, or consequential damages, whether arising under the theory of contract, tort, or otherwise, even if notified in advance of such possibility.

8.1. The Affiliate acknowledges and agrees that these Program Terms are non-exclusive and SmashPay may appoint other agents, consultants, contractors, or other third parties to perform the same or similar activities.

8.2. These Program Terms do not create any joint venture, partnership, agency, or employment relationship between the Parties. The Affiliate and SmashPay are independent contractors with respect to one another. Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other.

8.3. The Affiliate acknowledges and agrees that SmashPay may change the Program Terms at any time and in its sole discretion, of which change the Affiliate shall be duly notified by SmashPay. The Parties agree that no such change shall affect SmashPay's obligation to pay the Affiliate the consideration due for Referred Customers prior to the effective date of any change. The Affiliate's continued participation in the SmashPay Affiliate Program following the effective date of any change shall be deemed the Affiliate's acceptance of such a change.