Effective 2025-04-14
1.1. Shift Crypto AG, ("Company", "we", "us", "our"), manufactures and sells the BitBox (TM) hardware wallet. We hereby grant to approved third parties ("Affiliate", "you", "your", "yours") a limited, non-exclusive right to advertise and promote the Company's goods & services and to direct traffic to our website through graphical or textual HTML links (Referral Link).
1.2. To enter the Program, the Affiliate acknowledges acceptance of the Program's Terms and Conditions by signing up for an Affiliate account at https://bitbox-affiliate.com. After account creation, the Affiliate can create a "Tracker" which uniquely identifies customer traffic originating from the Affiliate.
1.3. This Agreement shall apply only to Affiliates who accept the Terms and Conditions. Only Affiliates who accept this Agreement may participate in the Program.
1.4. The Affiliate is entitled to the Affiliate Reward. The Affiliate shall have no claims to any additional compensation.
2.1. The Affiliate Reward is a commission of 12% of the sales price excluding both shipping costs and an average 20% VAT sold to Referred Visitors.
2.2. Monthly payouts will automatically be paid to the affilate's specified payout method if the open balance exceeds the payout threshold of 50 EUR.
2.3. For payouts in BTC the EUR-to-BTC exchange rate at the time of the transfer is used. During times of high BTC fees we reserve the right to delay a payout or pay you via an alternative payment method.
2.4. A Confirmed Sale occurs when a Referred Visitor (i) purchases Company goods or services, (ii) performs the purchase within four (4) weeks of the Referral, (iii) does not cancel the order, and (iv) does not request a refund.
2.5. Referred Visitors are tracked using Cookies. A Cookie expires four (4) weeks after the most recent click on the Referral Link. The Affiliate acknowledges that the Referral Link cannot be tracked if a customer or their web browser or a web browser extension disables Cookies, disables JavaScript, clears the browser cache prior to a purchase, or other related actions affecting Cookie persistence; in this case, a resulting purchase cannot be labeled a Confirmed Sale and will not apply as a Reward.
2.6. The Affiliate acknowledges that if a customer follows a Referral Link from more than one Affiliate, only the most recent Referral Link used will be credited with a Confirmed Sale and subsequent Reward.
2.7. We reserve the right to fulfill a payout in fiat currency even if the payout was requested in bitcoin.
2.8 The affiliate needs to provide details on how to receive the payout. This information will be handled according to our privacy policy.
3.1. Each party agrees not to use the other’s proprietary materials in any way that is misleading, disparaging, obscene, or otherwise portrays the party in a negative light. All rights to proprietary materials not expressly granted in this Agreement remain with the respective party.
3.2. The Affiliate agrees to not publish or operate any online or offline content, including but not limited to websites, social media, flyers and advertisements, that are explicitly or implicitly designed in a way that misleads users into believing it is operated or created by the Company or one of its affiliates.
3.3. The Affiliate agrees to not commit fraud or submit false or manipulated transactions.
3.4. The Affiliate agrees to not use spam, adware, malware, or any other deceptive or harmful methods to promote Company products.
3.5. The Affiliate agrees to not attempt to steal traffic from, interfere with, or negatively impact the operations of other Affiliates or the Company.
3.6. The Affiliate agrees to comply with all applicable laws, regulations, and industry standards with respect to their website content and promotional activities related to this Program.
3.7. The Company may collect and store data related to the Affiliate’s sales and performance, as well as information provided during registration. Reasonable steps will be taken to maintain the confidentiality of this data.
3.8. Upon request, Affiliates must provide accurate and complete information about their promotional strategies and activities related to the Affiliate Program.
3.9. The Affiliate agrees to not bid on the Company’s brand name, domain name, trademarks, or variations/misspellings thereof in any paid search campaigns (e.g., Google Ads, Bing Ads). This includes all keyword match types (exact, phrase, and broad). Direct linking to the Company’s website via paid ads is also prohibited.
3.10. The Affiliate agrees to not engage in any form of paid advertising, with respect to the Company's products and offerings, without prior written approval from the Company. This includes, but is not limited to, paid promotions on search engines, social media platforms, or other digital advertising channels. Affiliates must submit a detailed campaign proposal and receive written authorization before launching any paid advertising. The Company retains sole discretion to approve or deny such requests.
3.11. The Company reserves the right to monitor affiliate activity to ensure compliance with these Terms. If violations or performance issues are identified, the Company may request changes. Failure to comply may result in suspension or removal from the Program.
3.12. Any violation of the terms outlined in this section may result in immediate termination from the Affiliate Program and forfeiture of any unpaid commissions, at the sole discretion of the Company.
4.1. Either you or we may end participation in the Program AT ANY TIME, with or without cause, by giving the other party written (email) notice. In addition, this Agreement will terminate immediately upon any breach of the Terms and Conditions by you. The Company has the sole right to determine whether or not a breach of rules occurred.
4.2. The Company may amend the Terms and Conditions of the Affiliate Program at any time. Amendments to the Affiliate Reward Terms and Conditions will apply after a seven (7) day notice period.
4.3. The Affiliate agrees that upon termination from the Program, for any reason, the Company and associated partners bear no responsibility for any loss or damages caused by the termination.
4.4. The Affiliate acknowledges that termination from the Program, by the Company or by the Affiliate's own decision, will result in voiding all pending Rewards, such as those that have not reached the Payout Threshold or customer purchases that have not achieved a Confirmed Sale status.
(5) SHIFT CRYPTO AG MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE COMPANY'S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
(6) SHIFT CRYPTO AG WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
(7) You hereby agree to indemnify and hold harmless Shift Crypto AG, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
(8) All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Program which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
(9) This Agreement shall be governed by and construed in accordance with the laws of the Company's domicile, Zurich, Switzerland, without regard to the conflicts of laws provisions thereof. The parties hereby submit to the exclusive jurisdiction of, and any action or suit under this Agreement shall only be brought by the parties to, courts with jurisdiction in Zurich, Switzerland.
10.1. Participation in the Affiliate Program does not constitute any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and the Company. You will have no authority to make or accept any offers, warrants, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that contradicts this Section.
10.2. The Affiliate acknowledges that the Company owns and has exclusive rights to any and all customer information which comes into the Affiliate's possession relating to the Affiliate Program.
10.3. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
10.4. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
10.5. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.