Affiliate Program Terms of Service
These Affiliate Program Terms of Service (“Terms”) constitutes a binding agreement between you as the Affiliate (“Affiliate”, “you”, “your”) and SwapSpace (“We”, “us”, and “our”), collectively referred to as the Parties and individually as a Party in relation to SwapSpace Affiliate Program (“Affiliate Program”, “Program”).
- “Affiliate” (“Affiliate”, “you”, “your”) means an individual or entity participating in Affiliate Program, offered by SwapSpace in accordance with these Terms.
- “Affiliate Link” means a link that allows Referral to exchange one cryptocurrency to another through SwapSpace‚s API.
- “Affiliate Program” (“Program”) means a program created by SwapSpace team that allows users to gain profit when offering SwapSpace API to its customers
- “Affiliate Website” means website or application made and run by Affiliate through which Referrals are attracted.
- “API” means SwapSpace‚s application programming interface for exchanging one cryptocurrency to another cryptocurrency.
- “Customer” means any individual who makes transactions through the integrated SwapSpace API.
- “SwapSpace” (“Website”, “we”, “us”, and “our”) means the creator of Program, swapspace.co.
- “Partner” means you or the company you represent in a professional relationship with SwapSpace.
- “Profile” means an account held by Affiliate with SwapSpace.
- “Referral” means a user attracted by Affiliate to use SwapSpace‚s API.
- “Restricted Locations” means Algeria; Bangladesh; Bolivia; Burundi; Central African Republic; China; Colombia; Democratic People‚s Republic of Korea; Democratic Republic of the Congo; Ecuador; Egypt; Ethiopia; Ghana; Guinea; Guinea-Bissau; Haiti; Indonesia; Iran; Iraq; Lebanon; Mali; Morocco; Nepal; Nicaragua; Russia; Syria; temporarily occupied territories of Ukraine: the Crimean peninsula, Luhansk Oblast, Donetsk Oblast, Zaporizhzhia Oblast, Kherson Oblast, United States of America and any other countries and territories under financial sanctions of the UN and its bodies, OFAC, OFSI and the EU.
- “Restricted Persons” means an individual or entity that has been designated by a government or regulatory authority as being involved in illegal activities such as fraud or money-laundering or supporting terrorism, individuals or entities subject to sanctions or other restrictions by governments or international organisations, individuals currently residing within or entities registered under the jurisdiction of countries that are considered as Restricted Locations.
- “Tools” means options to use API, including but not limited to Exchange Widget, Banner, Button, Referral links, API for Developers.
2. Affiliate’s Rights and Obligations
2.1. By participating in Program, Affiliate represents, warrants, and covenants that:
2.1.1. You have read and agreed with all the provisions of these Terms.
2.2.2. You have the full legal capacity to enter into legally binding relations under the Terms.
2.2.3. You confirm that participation in Program under the Terms does not and will not conflict with any applicable legislation, provisions, regulations, licenses, permits applicable to Affiliate.
2.2.4. The maintenance and the updating of your website or application will be your responsibility.
2.2.5. You shall inform SwapSpace about any errors or difficulties found, as well as about the typical conditions and symptoms of such errors and difficulties.
2.2.6. The rights granted to Affiliate hereunder by SwapSpace are not exclusive in any manner. Nothing herein shall limit, prevent or preclude SwapSpace from entering into other affiliate agreements or other agreements with other third parties and/or from granting rights to any other third party. Nothing herein shall prevent SwapSpace from promoting and/or marketing its Services.
2.3. SwapSpace reserves the right to take legal action against Affiliate in the event Affiliate shall attempt to manipulate SwapSpace and/or abuse SwapSpace Affiliate Program.
3. Affiliate Restrictions
3.1. By enrolling in this Program, you acknowledge and agree that you shall not engage in activities that SwapSpace determines, in its sole discretion, to be harmful to its customers, employees, operations, or reputation:
- promote SwapSpace through paid advertising or media buying that leads directly to SwapSpace website (found at swapspace.co). You will not bid on SwapSpace-branded keywords. This applies to all advertising platforms and to all affiliates unless direct approval from SwapSpace is granted;
- advertise or promote SwapSpace’s Services in Restricted Locations;
- use SwapSpace‚s intellectual property (including, without limitation, trademarks, registered marks and domain name(s)) for advertising and promotional purposes on advertising platforms and services for placing contextual advertisements without our prior written consent;
- make or give any promises, representations, warranties or guarantees, and financial adviсe, whether expressed or implied to Referrals on behalf of SwapSpace;
- refer to SwapSpace’s Services any Referral that engages in any obscene, pornographic, defamatory, libellous, infringing, abusive, or illegal activity, or any activity that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities;
- knowingly promote SwapSpace’s Services among Restricted Persons;
- register or purchase domain names that include SwapSpace’s name or any misspellings or variations of SwapSpace to run promotions as an Affiliate. Additionally, you may not include our Website name, variations of our Website name, or the look and feel of our own social media pages on any social media pages (i.e. Facebook Fan Page) where you run promotions as an Affiliate;
3.2. You may not include on your site, display, or otherwise use Affiliate Links or other content that uses any spyware, malware, or virus, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or another electronic device.
3.3. Use of search queries comprising a direct domain name or the brand name such as (but not limited to) SwapSpace, swapspace.co, swap space, etc. is prohibited in paid Search Engine Advertising used to attract Referrals.
3.4. You may not misrepresent or embellish the relationship between you and SwapSpace or imply any relationship or affiliation between you and SwapSpace or any other person or entity except as expressly permitted by this affiliate Agreement. You may not represent yourself as an agent or employee of SwapSpace or represent that you have the authority to bind SwapSpace to a contract.
3.5. If SwapSpace discovers the violation of terms outlined in paragraphs 3.1 and 3.2 of this Section, it reserves the right to exclude Affiliate from Affiliate Program. The process of exclusion includes but is not limited to blocking API keys and prohibiting profit withdrawal.
3.6. You agree to comply with all applicable sanctions laws and regulations, including restrictions on personal sanctions, sanctions for anti-money laundering and combating the financing of terrorism (AML/CFT) purposes, and United Nations, Office of Foreign Assets Control (OFAC), Office of Financial Sanctions Implementation (OFSI), and European Union (EU) sanctions. The Affiliate agrees that any breach of this clause may result in the immediate termination of this Agreement and the forfeiture of any commissions owed to the Affiliate. SwapSpace reserves the right to report any suspected violations of sanctions laws and regulations to the appropriate authorities, and the Affiliate shall cooperate fully with any investigation related to such suspected violations.
3.7. You acknowledge and agree that SwapSpace shall not be responsible for determining whether or which laws may be applicable to the transactions you make, including any rights and liabilities under the relevant tax law. It is your sole responsibility to report and pay any taxes, official fees and duties arising from you’re your participation in the Program and from acquiring any services therewith.
4. Terms and conditions of cooperation
4.1. To enrol in the Program, Affiliate must create Profile on the Website.
4.2. To create an account Affiliate must:
- Enter an email address and create a password to log in account in the future.
- Confirm email address.
4.3. It‚s Affiliate‚s sole responsibility to keep the email and password safe and secure.
4.4. Once the account is created, Affiliate may use Affiliate Links to attract Referrals and gain commissions.
4.5. Program allows you to use Tools to promote your service and use our API. Tools are including Exchange Widget, Referral links, Buttons, Banners, API for Developers.
4.6. By using either the Exchange Widget, you represent and warrant that your Customers shall agree with SwapSpace’s terms located at https://swapspace.co/terms.
4.8. Conditions of using Tools. By accepting these Terms and using the Tools, you represent and warrant that:
- you are not furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through your relationship with us or your use of the Tools and our services;
- you are not connected with and not knowingly promoting our services to Restricted Persons;
- you are accepting and obeying these Terms and all applicable laws;
- you shall not mislead other Customers and third parties during using the Tools;
- you will not take any action aimed at causing damage to SwapSpace or other third parties;
- you shall not reverse engineer, decompile, or otherwise disassemble the Tools or any SwapSpace’s software; recognising the international nature of the internet, by using the Tools you accept all responsibility for compliance with all local laws and regulations relating to your actions in the network.
4.9. SwapSpace represents and warrants that:
- SwapSpace shall be responsible for the accuracy and completeness of the content of Website and shall ensure that its content does not (I) infringe any applicable laws; or (II) contain any material or content that is inaccurate, misleading, obscene, offensive, abusive, harassing, indecent, defamatory or discriminatory; or (III) infringe intellectual property rights of any third party.
- All complaints and claims regarding the operability of Website or any services provided by SwapSpace through shall be resolved by SwapSpace at its own discretion and at its own expense. You shall have no obligation to assist in any complaints and claims regarding the operability of Website except when such complaints and claims regarding the operability are related to your action.
5.1. Except in jurisdictions in which such a transaction is not permitted, Partners are eligible to earn Affiliate Reward according to the calculation described below. If SwapSpace determines that payment of affiliate commissions in any jurisdiction is illegal under any laws, then SwapSpace may reserve the right to not pay Affiliate Reward for any sales made in that jurisdiction.
5.2. If End Users successfully use SwapSpace’s services through System (i.e. the related End User’s orders are not cancelled or refunded), then Partner shall be entitled to receive Affiliate Reward.
5.3. Affiliate Reward is accumulated in the virtual currency that End User received after the exchange through System.
5.4. Affiliate Reward is available to withdraw from Profile upon receiving request from Partner. Partner has the opportunity to withdraw Affiliate Reward from Profile at any time on the following cumulative conditions:
- Affiliate Reward shall be converted to a supported currency. Withdrawals are supported in BTC only. Affiliate Reward is immediately formed in BTC, and therefore there are no conversions.
- Withdrawal of Affiliate Reward request may be accompanied by an invoice from Partner. Invoices must be placed in Profile.
- Payment shall be made within 5 business days from receiving the withdrawal of Affiliate Reward request.
- Partner is responsible for any and all charges, fees, taxes, exchange rates, surcharges, and other expenses incurred in order to receive Affiliate Reward.
- Either Party shall be individually responsible for paying taxes levied on such Party under applicable laws, including laws of the respective state of residence of Party.
5.5. It is your sole responsibility to determine what, if any, taxes apply to the transfers you complete via SwapSpace, and it is your sole responsibility to report and remit the correct tax to the appropriate tax authority of your tax residence jurisdiction(s). You agree that SwapSpace is not responsible for determining whether taxes apply to your transfers or for collecting, reporting, withholding or remitting any taxes arising from any trades and transfers and does not act as your tax agent and thus SwapSpace is not responsible for determining the applicable taxes or for reporting, withholding, collecting or remitting any taxes arising from the transfers you complete via SwapSpace and/or any services you acquire therewith.
6. Termination of the Agreement
6.1. SwapSpace may terminate this Agreement and the Affiliate‚s participation in the Affiliate Program at any time and for any reason or no reason, by giving the Affiliate written notice of termination. If the Affiliate breaches any of the terms or conditions of this Agreement, including but not limited to the ones listed in Chapter 3 of the Terms and the requirement to comply with all applicable laws and regulations.
6.2. Upon termination, the Affiliate shall immediately cease all use of the SwapSpace’s trademarks, logos, and other intellectual property, and shall forfeit any unpaid commissions earned prior to the termination date. The provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement, including but not limited to indemnification, limitation of liability, and confidentiality, shall survive the termination of this Agreement.
The following provisions shall survive the termination of this Agreement: (a) any obligations or liabilities that have accrued prior to the effective date of termination; (b) the confidentiality, indemnification, limitation of liability, and governing law and jurisdiction provisions; and (c) any other provisions that by their nature should reasonably survive termination.
The Affiliate agrees to indemnify, defend, and hold SwapSpace and its officers, directors, employees, and agents harmless from any and all claims, damages, expenses, or losses arising out of or in connection with the Affiliate‚s participation in the Affiliate Program, including but not limited to any claims for infringement of intellectual property rights, defamation, or violation of privacy rights. The Affiliate agrees to cooperate with SwapSpace in the defense of any such claims and to reimburse SwapSpace for any costs, expenses, or losses incurred as a result of the Affiliate‚s breach of this Agreement or negligence.
9. Limitation of Liability
SwapSpace shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Affiliate‚s participation in the Affiliate Program, whether or not SwapSpace has been advised of the possibility of such damages. In no event shall SwapSpace‚s liability to the Affiliate for any claims arising under this Agreement exceed the total amount of commissions paid or payable by SwapSpace to the Affiliate under this Agreement during the six-month period prior to the event giving rise to such liability.
10. Law, Jurisdiction, Venue, Limitation period.
10.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflicts of law principles. Any disputes arising out of or in connection with this Agreement, including disputes regarding the formation, interpretation, breach, or termination of this Agreement, shall be submitted to mediation in accordance with the rules of the Centre for Effective Dispute Resolution (London).
10.2. If the dispute is not resolved through mediation within 30 days of the appointment of a mediator, either party may bring legal proceedings in the courts of England, and the Affiliate hereby consents to the personal jurisdiction of such courts. The Affiliate agrees that any legal action arising out of or in connection with this Agreement must be commenced within one year after the cause of action arises, or such action shall be barred.