Welcome to the SwapSpace Affiliate Program (the “Program”). These Terms and Conditions (the “Terms” or “Agreement”) govern your participation in the Program and constitute a legally binding agreement between you (“Affiliate,” “you,” or “your”) and SwapSpace (“SwapSpace,” “we,” “us,” or “our”).

By creating an Affiliate Account, using our Tools, or otherwise participating in the Program, you signify your irrevocable acceptance of these Terms. If you do not agree to all of these Terms, you must not participate in the Program.

“Affiliate Account” refers to an account created and maintained by the Affiliate on the SwapSpace website for the sole purpose of participating in the Affiliate Program, accessing Tools and receiving Rewards.

“Affiliate Link” is a unique URL, provided by SwapSpace, that allows the Customer to execute an exchange of one cryptocurrency for another through the Services.

“Affiliate Program” (“Program”) is a promotional scheme developed by the SwapSpace team which enables users to earn a profit by promoting Services to potential customers.

“Affiliate Channels” denotes any website, application, social media account, or other platform owned, controlled, or managed by the Affiliate, which is employed to draw in Customers and has been pre-approved by SwapSpace.

“API” is SwapSpace's proprietary application programming interface, provided on an “as-is” basis, designed for the purpose of cryptocurrency exchanges.

“Customer” means any person or entity, referred by the Affiliate via an Affiliate Link or API, who successfully completes a transaction using the Services.

“Referral” designates any user brought to the Services through the Affiliate's efforts.

“Restricted Locations” include Afghanistan, Bangladesh, Belarus, Bolivia, Burma (Myanmar), Burundi, Canada, Central African Republic, China, Congo Democratic Republic, Côte d'Ivoire, Cuba, Eritrea, Ethiopia, Germany, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Lebanon, Liberia, Libya, Mali, Montenegro, Moldova, Nicaragua, North Korea, Non-government-controlled territories of Ukraine (including Crimea region, Donetsk region, Kherson region, Luhansk region, Zaporizhzhia region), Russia, Somalia, South Sudan, St. Vincent and the Grenadines, Sudan, Syria, Tunisia, Turkey, United Kingdom, United States of America (including all USA territories like Puerto Rico, American Samoa, Guam, Northern Mariana Islands, and the US Virgin Islands (St. Croix, St. John and St. Thomas), Venezuela, Yemen, Zimbabwe, as well as any other countries subject to United Nations Security Council Sanctions List, EU Sanctions List, OFAC, OFSI and its equivalent, a jurisdiction where the local laws prohibit a Customer at any time to access or use the Services. SwapSpace reserves the right to amend this list at any time in its sole discretion without prior notice.

“Restricted Persons” refers to individuals or entities that have received designations from governmental or regulatory bodies due to involvement in illicit activities, like fraud, money laundering, or terrorism support. This also encompasses any Politically Exposed Person (PEP) as defined by the Financial Action Task Force (FATF) recommendations, which generally includes individuals who are or have been entrusted with a prominent public function, their immediate family members, and their known close associates; individuals or entities under sanctions from governments or international organizations; or those residing in or registered in Restricted Locations.

“Reward” signifies the compensation or commission that an Affiliate earns for successfully referring the Customer who completes a transaction via the Services.

“Service(s)” or “Exchange Services” encompass the various offerings and operations provided by SwapSpace, as detailed in the Terms of Use.

“Website” signifies the online platform operated by SwapSpace at swapspace.co.

“Tools” comprise the various methods and utilities provided by SwapSpace to utilize the Services, which includes, but is not limited to, exchange widgets, banners, buttons, referral links, and API for developers.

2.1. By participating in the Program, Affiliate warrants and covenants that Affiliate:

• 2.1.1. have read and agreed to all the provisions of this Agreement;

• 2.1.2. possess the full legal capacity to enter into legally binding relations under these Terms;

• 2.1.3. ensure that the Affiliate's participation in the Program does not and will not conflict with any applicable legislation, provisions, regulations, licenses, or permits applicable to the Affiliate;

• 2.1.4. will maintain and update the Affiliate's Channels or application to ensure the smooth provision of Services;

• 2.1.5. will inform SwapSpace, upon request, about the resources used to bring in Referral;

• 2.1.6. will notify SwapSpace of any errors or difficulties encountered while using the Services and provide details of the typical conditions and symptoms of such errors and difficulties;

• 2.1.7. acknowledge that the rights granted to Affiliate under this Agreement are not exclusive. SwapSpace retains the right to enter into other affiliate agreements or arrangements with third parties, promote, and market its Services without limitation.

• 2.1.8. will actively monitor and implement measures to prevent any access to or use of the Services by individuals or entities from Restricted Locations or by Restricted Persons through its Affiliate Channels.

• 2.1.9. shall submit a complete list of all Affiliate Channels it intends to use for the promotion of the Services to SwapSpace for prior written approval. The Affiliate shall not use any Affiliate Channel until it has received explicit written approval from SwapSpace for that specific channel. SwapSpace may grant or withhold such approval in its sole and absolute discretion, without any obligation to provide a reason for its decision. The Affiliate must also submit any new or additional Affiliate Channels for approval prior to their use. Any use of an unapproved Affiliate Channel constitutes a material breach of this Agreement, and SwapSpace reserves the right to immediately suspend or terminate the Affiliate's Account and forfeit any and all Rewards generated from such unapproved channels.

• 2.1.10. fully cooperate with SwapSpace in any audit or investigation related to its compliance with this Agreement, including providing, upon request, access to records, analytics, and other information related to its promotional activities and traffic sources.

2.2. SwapSpace reserves the right to take immediate action, including but not limited to suspension of the Affiliate's Account, withholding of Rewards, and termination of this Agreement, and to seek all available legal and equitable remedies against an Affiliate if said Affiliate attempts to manipulate or abuse the SwapSpace Affiliate Program or breaches any term of this Agreement.

2.3. Any Referral who becomes the Customer will be deemed SwapSpace's customers. All of SwapSpace's terms, rules, policies, and operating procedures that apply to its users will be applicable to these Customers. Affiliate shall have no claim to such customers or any data related to them, other than as explicitly provided herein. SwapSpace reserves the right to modify its terms, rules, policies, and operating procedures at any time, as further detailed in its Terms of Use and other relevant documents.

2.4. When using the SwapSpace API, the Affiliate is obligated to collect the following Referral metadata and transmit it to SwapSpace automatically with every transaction:

• IP address;

• Device's time zone settings;

• Operating system of the device;

• User's browser details;

• Preferred website language;

• Accepted language settings.

The Affiliate must also retain this information for a minimum duration of five years. Failure to provide the required information automatically with each transaction shall be considered a material breach of this Agreement and will result in immediate suspension of the Affiliate's participation in the Program and forfeiture of any accrued but unpaid Rewards. The Affiliate acknowledges and agrees that it acts as the data controller for any personal data it collects pursuant to this clause and is solely responsible for ensuring its collection, storage, and transfer practices comply with all applicable data protection laws (including, but not limited to, GDPR).

2.5. The Affiliate is responsible for the accuracy, completeness, and integrity of the data transmitted pursuant to Clause 2.4. The Affiliate shall be strictly liable for any transmission of false, misleading, manipulated, inaccurate, or incomplete data.

2.6. The Affiliate acknowledges that the automatic transmission of Referral metadata as required under Clause 2.4 is a critical and material obligation essential for SwapSpace's regulatory compliance, risk management, and anti-fraud procedures. Accordingly, the Affiliate assumes strict and absolute liability for any failure to transmit the required data accurately and completely with every transaction.

The Affiliate agrees to indemnify, defend, and hold SwapSpace, its officers, directors, employees, and agents harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees and investigation costs) that arise out of or relate to the Affiliate's failure to comply with its data transmission obligations under Clause 2.4. This indemnification obligation is absolute and applies regardless of whether the Affiliate's failure was intentional, negligent, or inadvertent.

3.1. By participating in this Program, Affiliate agrees not to engage in activities that SwapSpace, at its sole discretion, deems harmful to its customers, employees, operations, or reputation. This includes, but is not limited to:

• directly promoting SwapSpace via paid advertising or media buying that links to the SwapSpace website (found at swapspace.co); Affiliate shall not engage in any form of unsolicited commercial communication, including but not limited to email spam, SMS/text message spam, or unsolicited social media messages ("Spam"). All marketing communications must be sent only to recipients who have verifiably opted-in to receive them.

• bidding on SwapSpace-branded keywords across all advertising platforms is prohibited unless SwapSpace grants specific approval;

• advertising or promoting SwapSpace's Services in Restricted Locations;

• unauthorized use of SwapSpace's intellectual property, including trademarks, domain names, etc., for promotional purposes on advertising platforms or services;

• making promises, representations, warranties, guarantees, investment guidance, financial advice, or any statements that could be construed as implying guaranteed profits or returns to Referrals on behalf of SwapSpace;

• promoting SwapSpace's Services to Referrals engaged in illegal or inappropriate activities, including but not limited to activities involving hate speech, violence, discrimination, defamation, infringement of third-party rights, or any other activity deemed objectionable by SwapSpace in its sole discretion;

• deliberately marketing SwapSpace's Services to Restricted Persons;

• registering domain names with SwapSpace's name or variations of it; also, Affiliate must not mimic the appearance or feel of SwapSpace's own social media pages on the Affiliate's promotional platforms, nor use SwapSpace's logos or branding as its own profile picture or primary social media identifier.

3.2. Affiliate's Channels must not feature, display, or utilize Tools or content that uses spyware, malware, viruses, or any software that users haven't knowingly authorized for download or installation.

3.3. Paid Search Engine Advertising targeting search queries with direct domain or brand names, such as SwapSpace, swapspace.co, and similar variations, is strictly prohibited. Any commissions generated through such prohibited activities will be forfeited, and Affiliate will not be reimbursed for any costs associated with such advertising.

3.4. Affiliate must not misrepresent the Affiliate's relationship with SwapSpace, portray the Affiliate as an agent or employee of SwapSpace, or imply that the Affiliate has authority to bind SwapSpace in any agreement.

3.5. If SwapSpace identifies a violation of any term specified in this Section 3, it retains the right to expel the Affiliate from the Program. This will result in immediate termination of this Agreement, forfeiture of all accrued and unpaid Rewards, and Affiliate shall be fully liable for any and all damages incurred by SwapSpace as a result of the violation.

3.6. Affiliate must adhere to all applicable sanctions laws, including but not limited to personal sanctions, AML/CFT sanctions, and those from the United Nations, OFAC, OFSI, and EU. Violations of this clause may result in Agreement termination and Reward forfeiture. SwapSpace may report suspected sanctions law breaches to authorities, and Affiliate must cooperate with any subsequent investigations.

3.7. Affiliate acknowledges that SwapSpace is not responsible for determining the applicability of laws to Affiliate's transactions, including tax-related obligations. Reporting and paying any taxes, fees, or duties due to Affiliate's Program participation or service acquisitions is solely Affiliate's responsibility.

3.8. Affiliates are strictly prohibited from conducting exchanges or transactions via the Tools for their own accounts, for the accounts of their employees or related parties, or for the purpose of artificially generating Rewards. Breaching this clause will result in the immediate and irrevocable forfeiture of all earned and future Rewards and immediate termination of this Agreement.

3.9. Affiliate Channels shall not contain any Prohibited Content. "Prohibited Content" is defined as any material that, in SwapSpace's sole judgment: (a) is sexually explicit, pornographic, or obscene; (b) is violent, defamatory, libelous, or harassing; (c) promotes or engages in discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promotes or facilitates illegal activities, including but not limited to illegal gambling, illicit substances, or terrorism; (e) infringes on any third-party intellectual property, privacy, or publicity rights. Promoting SwapSpace in such contexts is strictly forbidden and constitutes a material breach.

3.10. Affiliate shall not engage in, nor benefit from, any fraudulent or deceptive technical practices designed to artificially inflate Rewards. Such practices include, but are not limited to: (a) "cookie stuffing" or "cookie dropping" (placing tracking cookies without the user's knowledge or affirmative click); (b) using bots, scripts, or other automated means to generate artificial clicks, traffic, or transactions; (c) using adware or spyware to intercept and redirect traffic; and (d) masking or cloaking Affiliate Links to obscure the traffic source. SwapSpace employs sophisticated fraud detection systems, and any such detected activity will result in immediate termination and potential legal action to recover fraudulently obtained Rewards.

3.11. The Affiliate assumes strict and absolute liability for any Referrals from Restricted Locations. Any such referral constitutes a material breach, resulting in immediate termination, forfeiture of all current and future Rewards, and full indemnification by the Affiliate for any and all resulting fines, damages, and legal costs incurred by SwapSpace.

3.12. The Affiliate is strictly forbidden from maintaining more than one Affiliate Account unless our prior written consent has been obtained.

4.1. To enroll in the Program, an Affiliate must create an Affiliate Account on the Website: enter and confirm an email address and create a password for future logins.

4.2. It is the Affiliate's sole responsibility to keep their email and password safe and secure.

4.3. Once the Affiliate Account is created, the Affiliate may use the Tools to attract Referrals and earn commissions strictly in accordance with this Agreement.

4.4. The Program allows Affiliate to use Tools to promote Service and access our API. Tools include the Exchange Widget, Referral links, Buttons, Banners, and API for Developers.

4.5. By using the Tools, Affiliate:

• shall ensure that any use of the Services by a Referral originating from Affiliate's Channels is subject to the then-current SwapSpace Terms of Use, a link to which (https://swapspace.co/terms) must be clearly and conspicuously displayed to the Referral before or at the time of the transaction;

• agrees not to modify/delete the source code to remove alignment with the SwapSpace Terms of Use.

4.6. By this Agreement and using the Tools, Affiliate represents and warrants that:

• Affiliate is not furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through Affiliate's relationship with us or Affiliate's use of the Tools and our services;

• Affiliate is not connected with and not knowingly promoting our services to Restricted Persons;

• Affiliate is accepting and obeying this Agreement, Terms of the Program, and all applicable laws;

• Affiliate shall not mislead other Referrals and third parties during using the Tools;

• Affiliate will not take any action aimed at causing damage to SwapSpace or other third parties;

• Affiliate shall not reverse engineer, decompile, or otherwise disassemble the Tools or any SwapSpace's software;

• recognizing the international nature of the internet, by using the Tools Affiliate accepts all responsibility for compliance with all local laws and regulations relating to Affiliate's actions in the network.

4.7. SwapSpace reserves the right, in its sole and absolute discretion, to review any and all Affiliate Channels at any time. If SwapSpace deems any content on the Affiliate Channels to be inaccurate, misleading, of poor quality, in violation of this Agreement, or otherwise harmful to SwapSpace's brand or reputation, SwapSpace may demand that the Affiliate immediately remove or modify such content. Failure to comply with such a demand within forty-eight (48) hours shall be considered a material breach of this Agreement, entitling SwapSpace to suspend or terminate the Affiliate's Account and withhold any unpaid Rewards.

4.8. SwapSpace reserves the right, at its sole discretion and at any time during the term of this Agreement, to request that the Affiliate undergo and complete a Know Your Business ("KYB") verification process. Upon such a request, the Affiliate shall promptly provide any and all information and documentation required by SwapSpace to ascertain the Affiliate's legal status, ownership structure, control, and nature of business. This may include, but is not limited to:

• Corporate registration documents (e.g., Certificate of Incorporation);

• Constitutional documents (e.g., Articles of Association, Memorandum of Association);

• Proof of registered business address;

• Government-issued identification and proof of address for all key individuals, including directors and UBOs; and

• Any other information or documentation deemed necessary by SwapSpace to satisfy its internal risk management policies and legal or regulatory obligations (including AML/CFT requirements).

The Affiliate's failure to provide the requested information and documentation in a timely and complete manner, or the provision of false or misleading information, shall be considered a material breach of this Agreement. Furthermore, if the results of the KYB verification are unsatisfactory to SwapSpace in its sole discretion, SwapSpace reserves the right to take immediate action, including but not limited to the immediate suspension of the Affiliate's Account, the withholding and forfeiture of any accrued but unpaid Rewards, and the immediate termination of this Agreement. The Affiliate covenants to promptly notify SwapSpace in writing of any changes to the information provided during the KYB process.

5.1. In jurisdictions where it's permitted, Affiliates can earn an Affiliate Reward as described below. If SwapSpace finds a transaction to be illegal in any jurisdiction, it reserves the right to withhold the Reward for such transactions.

5.2. Affiliates qualify for the Reward only after a Referral successfully concludes an exchange via the Services without cancellations or refunds. The Referral remains active for 30 days after the first transaction. During this period, the Affiliate will earn commissions. After 30 days, rewards are no longer accumulated for that specific Referral. In cases where a Referral registers an account with SwapSpace and starts participating in the loyalty program, they are no longer categorized as such and Rewards from their transactions cease to be calculated. Furthermore, SwapSpace reserves the right, in its sole and absolute discretion, to determine if a transaction is fraudulent, manipulative, or otherwise in violation of this Agreement, and to withhold or reclaim any Rewards associated with such transactions.

5.3. The Reward is accrued in the currency/token the Referral receives from the exchange.

5.4. Affiliates can request the withdrawal of the Affiliate Reward from the Affiliate Account. Such withdrawals are subject to these conditions:

• Reward will be paid in BTC or another cryptocurrency determined by SwapSpace at its sole discretion.

• a withdrawal request can include an invoice from the Partner, which must be uploaded to the Affiliate Account.

• SwapSpace will use commercially reasonable efforts to process payments in a timely manner, but does not guarantee any specific timeframe for payment. Delays may occur due to compliance reviews, fraud investigations, market volatility, network congestion, or for any other reason deemed necessary by SwapSpace.

• the Affiliate is responsible for all associated charges, fees, taxes, exchange rate variances, surcharges, and other related expenses incurred to receive the Affiliate Reward.

5.5. It is the Affiliate's sole responsibility to determine what, if any, taxes apply to the transfers the Affiliate completes via SwapSpace, and it is Affiliate's sole responsibility to report and remit the correct tax to the appropriate tax authority of Affiliate's tax residence jurisdiction(s). Affiliate agrees that SwapSpace is not responsible for determining whether taxes apply to the Affiliate's transfers or for collecting, reporting, withholding or remitting any taxes arising from any trades and transfers and does not act as the Affiliate's 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 the Affiliate completes via SwapSpace and/or any services the Affiliate acquires therewith.

5.6. Affiliate agrees that SwapSpace shall have the right to deduct from any Rewards payable to Affiliate any amounts corresponding to transactions that are later reversed, refunded, charged-back, or determined by SwapSpace to be fraudulent or in violation of this Agreement. SwapSpace may also set-off any liabilities of Affiliate to SwapSpace against any Rewards payable to Affiliate.

5.7. SwapSpace reserves the unilateral right to change, modify, or discontinue any aspect of the Reward structure or commission rates at any time and in its sole discretion, including but not limited to the percentage of the Reward, the 30-day activity period for Referrals, and the criteria for qualifying transactions. Any such changes will be effective immediately upon posting an updated schedule or notifying the Affiliate and will apply to all transactions occurring after the effective date of the change.

6.1. SwapSpace reserves the right to 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, without any liability to the Affiliate.

6.2. If the Affiliate breaches this Agreement or the SwapSpace Terms of Use, SwapSpace may terminate Affiliate's participation in the Program with immediate effect and without notice.

6.3. Upon termination, the Affiliate shall immediately cease all use of the SwapSpace's trademarks, logos, and other intellectual property, and all rights of Affiliate to receive any accrued but unpaid Rewards shall be immediately and irrevocably forfeited.

The Affiliate agrees to indemnify, defend, and hold SwapSpace and its affiliates, officers, directors, employees, and agents harmless from any and all claims, damages, expenses, liabilities, or losses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) the Affiliate's participation in the Affiliate Program; (b) any breach or alleged breach by Affiliate of any representation, warranty, or obligation in this Agreement; (c) the content and operation of the Affiliate's Channels; (d) any violation of applicable law by the Affiliate; or (e) the negligence or willful misconduct of the Affiliate. The Affiliate agrees to cooperate with SwapSpace in the defense of any such claims. SwapSpace reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Affiliate, in which event Affiliate will fully cooperate with SwapSpace in asserting any available defenses.

All materials, content, designs, graphics, logos, software, audio, video, documents, the API, data, and other materials relating to the SwapSpace Affiliate Program ("Program Materials") are the proprietary intellectual property of SwapSpace and are protected by copyright, trademark, and other intellectual property laws. Unauthorized use, reproduction, modification, or distribution of the Program Materials is strictly prohibited. Affiliates are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Program Materials solely for the purposes of promoting SwapSpace's services under the terms of the Affiliate Program. This license shall immediately terminate upon the termination of this Agreement. All rights not expressly granted herein are reserved by SwapSpace.

SwapSpace collects and processes Affiliates' personal data solely for administering the Affiliate Program, including communication, payment processing, and legal compliance, all in accordance with its Privacy Policy, which is incorporated herein by reference. We are committed to ensuring data security and will not share Affiliate information with third parties unless mandated by law or as permitted by our Privacy Policy. Affiliates have rights to access and modify their data; any inquiries should be directed to SwapSpace's designated data protection contact. Affiliate is solely responsible for its own compliance with any applicable data protection and privacy laws (such as GDPR, CCPA, etc.) with respect to data it collects, including data collected pursuant to Clause 2.4 of this Agreement.

10.1. The Affiliate agrees that, during the term of this Agreement and perpetually thereafter, it will not make, publish, or otherwise communicate any public or private statements, whether written or oral, that are defamatory, derogatory, or negative towards SwapSpace, its affiliates, officers, directors, employees, services, or business operations. A breach of this clause shall be considered a material breach of this Agreement and will result in the immediate forfeiture of any and all unpaid Rewards.

11.1. Disclaimer of Warranties. THE SERVICES, TOOLS, AND PROGRAM MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SWAPSPACE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SWAPSPACE DOES NOT WARRANT THAT THE SERVICES OR TOOLS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11.2. Limitation of Liability. SwapSpace shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary 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 aggregate liability to the Affiliate for any and all claims arising under this Agreement exceed the total amount of Reward actually paid by SwapSpace to the Affiliate under this Agreement during the three-month period prior to the event giving rise to such liability. This limitation of liability shall apply regardless of the legal theory upon which the claim is based, whether contract, tort (including negligence), strict liability, or otherwise.

12.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.

12.2. Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

• The seat of arbitration shall be Hong Kong.

• The number of arbitrators shall be one.

• The arbitration proceedings shall be conducted in English.

12.3. The Affiliate agrees that any legal action or arbitration proceeding 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 permanently barred.

12.4. To the fullest extent permitted by applicable law, each party hereby irrevocably waives all right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this agreement. Furthermore, affiliate agrees that any arbitration proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither party will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.

13.1. "Confidential Information" means any non-public information disclosed by SwapSpace to the Affiliate, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes, but is not limited to, the terms of this Agreement, business and marketing plans, technology and technical information, product plans and designs, and business processes.

13.2. The Affiliate agrees to use the Confidential Information solely for the purpose of performing its obligations under this Agreement and will not disclose such Confidential Information to any third party without SwapSpace's prior written consent. The Affiliate shall take reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. This obligation shall survive the termination of this Agreement for a period of five (5) years.

14.1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

14.3. Amendments. SwapSpace may modify these Terms at any time. Your continued participation after such modification constitutes your acceptance of the new Terms.

14.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

14.5. Assignment. The Affiliate may not assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of SwapSpace. SwapSpace may assign this Agreement in its entirety, without consent of the Affiliate, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.7. Survival. Provisions of this Agreement that by their nature and context are intended to survive the termination of Affiliate's participation in the Program, including but not limited to Confidentiality, indemnification, limitation of liability, and disclaimers, shall survive such a termination. The following provisions shall survive the termination in any case: (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.