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 affiliates.shiftcrypto.ch/initiate/signup. 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. If an order has a discount associated with it, the discount amount is deducted from the affiliate commission.
2.2. The Payout Threshold is 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 within thirty (30) days, and (iv) does not request a refund.
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.
3.1. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this Agreement. Other than the rights granted in this Agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other.
3.2. The Affiliate agrees to not publish or operate any website, explicitly or implied, that resembles our website nor design your website in a manner which leads customers to believe you are the Company or an affiliated business of the Company.
3.3. The Affiliate agrees to not commit fraud or submit fake transactions.
3.4. The Affiliate agrees to not use spam, adware and/or malware to promote Company products.
3.5. The Affiliate agrees to not steal traffic from, or interfere in any way with, other Affiliates.
3.6 . The Affiliate agrees to comply with all applicable laws and regulations with respect to the Affiliate's website content and activities related to this Program and our Company.
3.7. The Affiliate agrees that the Company may record the Affiliate's sales statistics and other information provided by the Affiliate during registration. The Company will take reasonable steps to maintain the confidentiality of the information.
3.8. The Affiliate agrees to provide, on request, all necessary information about the Affiliate's promotional activities regarding the Affiliate Program.
3.9. We may monitor your website to determine if you are following the Terms and Conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or that would improve performance. If you do not make the changes we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.
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.