Terms

A. Definitions

1. "Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
2. “Platform” means the Morpher Trading App, available at the URL: https://morpher.com/trade.
3. “Morpher Brand Content” means the design rights, moral rights, service marks, trademarks, trading and business names and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of the foregoing, and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.
4. “Affiliate Program” means our marketing affiliate program, as described in this agreement.
5. “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
6. “Application Form” refers to the TypeForm-powered online application to become an Affiliate, submitted by the Affiliate.
7. “User” refers to any individual registered to any of Morpher’s products, exhaustively.
8. “Affiliate Referral”, or “Affiliate Referred User”, means an individual user that has registered on one of Morpher’s products using your Affiliate Link, which we have made available to you.
9. “Qualified Referral”, or “Qualified Referred User”, means an Affiliate Referral that has completed KYC and has been granted the status of Tier 2 User, as further described in the ‘Account Tiers’ section of the Agreement.
10. “Customer” means an authorized actual user of Morpher products who has successfully completed a Purchase or Deposit after being a Qualified Referral, as further described in the ‘Customer Transactions’ section of this Agreement.
11. “Customer Transactions” means those transactions by Affiliate Referred Users that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
12. “Commission” means the fee payable by Morpher Labs GmbH to the Affiliate based on the Net Funding Amount, as described in the section ‘Transaction Commissions’.
13. “Net Funding Amount” means the sum of all Purchases and Deposits of a Qualified Referral, minus the sum of all Withdrawals.
14. “Purchase” means any Customer Transaction where the User has purchased MPH directly on the Platform.
15. “Deposit” means any Customer Transaction where the User employs an existing balance of MPH to fund their account balance.
16. “Withdrawal” means any Customer Transaction where the User removes MPH from their balance on the Platform.
17. “KYC”, or “Know-Your-Client”, refers to the standards and procedures set in place by Morpher, designed to establish a User’s identity and eligibility to become a Qualified Referral or Customer.
18. “Permitted Territories” means all countries and states except those listed in § F - Unsupported Countries.
19. “MPH” or “Morpher Token” refers to Morpher’s ERC-20 cryptocurrency token, which is used for trading on the Morpher platform.
20. “Affiliate Policies” means the policies applicable to affiliates described in the section ‘Policies’.
21. "We", "Our", "Us", and/or "Ourselves" shall refer to Morpher Labs GmbH.
22. “You”, or “Affiliate”, means the party, other than Morpher, entering into this Agreement and participating in the Affiliate Program.
23. “Personal Referral Code” refers to the individual referral code available to Platform users, used for tracking User’s referrals, as part of an incentive referral program.

B. Account Tiers

1. Account Tiers are representative of a User’s eligibility to make use of Morpher’s different features.
2. Tier 1 Accounts: All Users and Affiliate Referred Users are assigned a Tier 1 account status immediately following account creation. Tier 1 Account Users are unable to have a balance exceeding 1000 MPH, and are restricted from funding their account, or withdrawing any MPH received as rewards or as part of the airdrop.
3. Tier 2 Accounts: Qualified Referred Users are assigned a Tier 2 account status. Affiliate Referred Users that submit valid personally-identifiable information as part of KYC, proving that they are a national from a country within the Permitted Territories and satisfy other eligibility criteria, are automatically assigned a Tier 2 status.
4. Tier 3 Accounts: Qualified Referred Users become Customers, and are assigned a Tier 3 account status, as soon as they fund their accounts with at least $10 equivalent of MPH. Tier 3 Account users are able to withdraw MPH from their balance, as well as make use of the staking features.
1. In the event that a User funds their account using Paypal, their withdrawals will be restricted for 185 days.
5. Tier 0 Accounts and Banned Users: A User is assigned a Tier 0 account status in the event that they are banned. Tier 0 users are unable to access their accounts or conduct any transactions.

C. Participation and Engagement

1. To enroll in the Affiliate Program, the Affiliate must fulfill the following conditions:
1. Be a natural person with residency in a country not included in the list specified under § F - Unsupported Countries.
2. Be at least 18 years old.
3. Have a sufficient command of English.
2. The Affiliate shall not have any power to make contracts on behalf of Morpher and shall not make or give any promises, representations, warranties or guarantees, whether expressed or implied to Users on behalf of Morpher.
3. Morpher shall have the sole and absolute discretion in connection with the rejection or refusal of any new User to register and/or use the Platform. Any User who we reject or refuse shall not be classified as a Qualified Referral.
4. The rights granted by Morpher to the Affiliate are not exclusive to them and shall not prevent or limit Morpher’s right to enter into similar affiliate agreements or any other third-party agreements, or granting any rights to other third parties. Nothing shall impede the promotion and marketing of Morpher’s services.
5. Should the Affiliate attempt to manipulate and/or abuse the Affiliate Program, Morpher reserves the right to take legal actions against them. Notwithstanding the aforementioned, Morpher is entitled to withhold the Commission due to the Affiliate and/or deduct from it shall such manipulation and/or abuse take place. In this event, Morpher may terminate this Agreement, with immediate effect.

D. Transaction Commissions

1. The Affiliate shall be entitled to receive, per Qualified Referral, 1% of the Net Funding Amount per calendar month, for the first 10 months beginning from each respective Qualified Referral’s registration date.
2. The Net Funding Amount is calculated on the first day of each following month, for the previous month.
3. The Commission will be calculated in USD.
4. Commissions are calculated with respect of the foreign exchange rates available on the first day of each month.
5. The Commission is paid to the Affiliate on the first Friday of every month, based on the Net Funding Amount for the preceding month as specified in § D-1. No interest shall be payable on late payments.
6. The Commission is paid using the payout method indicated in the Application Form as specified by the Affiliate.
7. Any requests to change the payout method must be made in writing by the Affiliate at least 7 calendar days before the next payment is made.
8. The only valid payout methods are:
1. USDC Transfer
2. PayPal
9. All Commission paid to the Affiliate is VAT inclusive.
10. For Commission to be payable the Affiliate must provide valid proof of identity.
11. The Affiliate bears the responsibility for all tax payments (including VAT) associated with the Commission received under the terms of the Agreement.
12. Morpher reserves the right to annul or withhold any Commission due to the Affiliate and/or request the reimbursement of any Commission hitherto paid to the Affiliate if one of the following occurs:
1. the Affiliate attempts to manipulate and/or abuse the Program by forging Qualified Referrals and/or Customer Transactions;
2. Morpher deems that the Affiliate’s actions violate applicable laws and regulations and constitute a fraudulent activity;
3. the Affiliate has breached the Affiliate Program Terms and Conditions or any other Morpher policies, including the Terms of Use, the Airdrop Terms & Conditions, etc., which are in force at the time of processing the Commissions.
13. The Affiliate is responsible for monitoring the processing and any withholding of Commissions. While Morpher will try to inform the Affiliate, it is not obligated to make sure the Affiliate is notified of the status of Commissions. Should the Affiliate have an enquiry concerning the cancellation, withholding, or reimbursement of a Commission, they have 30 days from the day the payment was due to get in touch with Morpher in order to dispute the decision. The Company shall make the decision regarding the denied Commissions at its own discretion. Whenever possible, the Affiliate will be provided with supporting documentation clarifying the reason why the Commission was canceled, withheld, or is to be reimbursed, granted that the requested documentation is not confidential and does not result in a breach of Morpher’s duties to any third party.
14. The Affiliate can earn a maximum of USD 50,000 (fifty-thousand U.S. dollars) within one calendar year.

E. Policies

1. The Affiliate shall cooperate in good faith with Morpher to promote and refer the Platform and its features to new Users and Qualified Referrals.
2. On occasion, Morpher may inform the Affiliate of existing marketing, regulatory, and/or territorial restrictions. In turn, the Affiliate must make sure their activity is compliant with such restrictions within 3 days of receiving the notice.
3. The Affiliate’s actions must comply with all applicable laws and regulations. The Affiliate hereby explicitly accepts that they are solely responsible and accountable for their compliance with such laws and regulations, which includes the marketing and advertising efforts relating to these Terms.
4. The Affiliate shall not promote the Platform to underage (below the age of 18) persons and to other persons that are not eligible to use the Platform.
5. The Affiliate shall not, directly, or indirectly, promote and advertise Morpher or the Platform in connection with any content that, under any applicable laws and regulations, or in Morpher’s sole discretion, may be considered illegal, unlawful, fraudulent, or infringing, or could damage Morpher’s brand, reputation, or credibility.
6. The Affiliate is permitted to market Morpher and the Platform solely in accordance with the terms of the Agreement and subject to any other terms and conditions instituted by Morpher from time to time during the term hereof.
7. The Affiliate shall not offer cashbacks or other incentives to the customers they refer to Morpher.
8. The Affiliate must not use any URL shorteners, redirection sites, or mirrors, as a means of concealing the source of traffic or page views to their Affiliate Link.
9. Affiliates must use the Affiliate Link for all pay-per-click and/or search engine marketing campaigns.
10. The Affiliate should not send emails regarding or directing to Morpher to any users that have not solicited the information and always include the unsubscribe information within the email, and must always act in compliance with EU Data Protection Legislation.

F. Unsupported Countries

• United States
• Afghanistan
• American Samoa
• North Korea
• Guam
• Iran
• Iraq
• Libya
• Northern Mariana Islands
• Puerto Rico
• Samoa
• Syria
• Trinidad and Tobago
• US Virgin Islands
• Yemen

G. Tracking

1. Morpher shall track and collect data about Customers brought by the Affiliate using their respective Affiliate Link in order to calculate Commission.
2. The Affiliate will receive the Affiliate Link created by Morpher either internally or externally, as well as the necessary instructions and, shall the need arise, access to tracking software. The Affiliate may only have access to the tracking data related to their own account and activity.
3. The Affiliate agrees to provide their full cooperation in setting up, operating and maintaining such tracking links.
4. The Commission due to the Affiliate shall only be paid based on the Customer Transactions attributable via the tracking software. In the event that the links were used inappropriately and/or the tracking software was manipulated by the Affiliate or Customers, the Commission shall be canceled and/or reimbursed.

H. Intellectual Property

1. Morpher hereby grants the Affiliate a license to display Morpher Brand Content on the web. The license is personal, limited, and nonexclusive, and shall be used solely for the purpose of promoting and marketing the Platform. The license must not be transferred, reassigned, or sub-licensed.
2. The Affiliate warrants the following:
1. they will use Morpher Brand Content only in ways determined by these Terms;
2. the Affiliate will only use the Morpher Brand Content in accordance with the applicable laws and regulations and in strict compliance with guidelines and requirements set by Morpher;
3. Morpher retains the sole ownership of the Morpher Brand Content;
4. nothing in these Terms shall bestow any ownership rights of the Morpher Brand Content on the Affiliate;
5. the Affiliate shall not, now and henceforth, attempt to contest the right of ownership and/or validity of the Morpher Brand Content, register any Morpher Brand Content, or use any term or mark confusingly similar thereto.

I. Limited Liability and Data Protection

1. Morpher shall hold no responsibility for any of the Affiliate’s activities and actions and the of the content produced by the Affiliate associated with these Terms or otherwise, including the activities and content related to the promotion of the Platform.
2. Notwithstanding the provisions on these Terms, neither party’s liability regarding this Agreement shall be discarded or reduced in the event it leads to death, personal injury, or fraud.
3. Morpher shall under no circumstances be liable to the Affiliate for any loss for profits or revenue, any damage to the reputation or goodwill, or any other losses or liabilities in relation to these Terms or any other contract.
4. Morpher’s total liability to the Affiliate shall not be higher than the Commission paid to the Affiliate under these Terms within the period of one year prior to the circumstances giving rise to such liability.
5. All parties warrant non-disclosure of any confidential business information of each other to a third party except as permitted by § I-6.
6. Confidential information may be disclosed in the following cases:
1. Each party to this agreement may disclose confidential information related to the other party to its employees, representatives, auditors, or advisers who require such information in order to exercise the rights of each party or carry out their duties in relation to these Terms;
2. as required by applicable law and regulations or any governmental or regulatory authorities;
3. in the event such information has already been made public.

J. General

1. These Terms, as well as all disputes and claims that arise in connection to them, their content, enforceability or terminations, shall be governed and interpreted in accordance with the Austrian law. All claims, disputes and issues that arise out of or in connection to these Terms shall be under the exclusive jurisdiction of and settled by the courts of Austria. The parties agree that no proceedings will be instituted in any country other than Austria.
2. These Terms are enforceable exclusively by the parties of this Agreement.
3. This Agreement is not intended to and does not operate to create a partnership between the parties.
4. These Terms, along with the Application Form, constitute the entire agreement between the parties.
5. A waiver of any of the provisions of these Terms shall only be valid in writing, officially signed by the party granting the waiver, or giving their consent. Such waiver or consent shall only be applicable to this particular instance and for the specific purpose for each it was granted. It shall not substantiate a waiver of or consent to any other right.
6. Shall one of the parties fail to exercise, fully or partially, any right stipulated under this Agreement or in any other agreement, it shall not constitute a waiver of that or any other right. Any single or partially exercised right shall not impede the other or further exercise of the right or of any other right or remedy. The rights and remedies stipulated by these Terms are cumulative and, unless otherwise specified in this Agreement, and may be exercised without precluding any other legal rights or remedies.
7. If any of the provisions stipulated in the Terms are or become, fully or partially, invalid or unenforceable but the deletion of a part of that provision would make it valid or enforceable, the provision shall be applied without that part if necessary.
8. The Affiliate warrants that their actions will comply with all applicable laws and regulations associated with anti-bribery and anti-corruption.
9. This Agreement may be terminated with immediate effect by either party, with or without cause, by providing the other party with written notice.
10. Morpher is permitted to terminate this Agreement with immediate effect upon the violation of any contractual terms of this agreement by the Affiliate, without having to provide the Affiliate with the opportunity to rectify such a violation.
11. Once the Agreement has been terminated, the Affiliate shall immediately stop promoting Morpher, and cease to use any Morpher Brand Content.
12. Morpher will not pay any form of Commission to the Affiliate once the Agreement has been terminated.