REDOTPAY AFFILIATE PROGRAM TERMS & CONDITIONS

Last Updated: 31 December 2024

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.

These terms and conditions ("Terms") contain important information which apply to your dealings with us in relation to the Affiliate Program (as defined in this document). You should read these Terms carefully. Further additional terms and conditions may apply. Any such terms and conditions are additional to the terms set out in these Terms.

You should not construe these or any other statements in these Terms as legal, tax or financial advice. We are not acting as your financial adviser and you must not regard us as acting in that capacity. You should consult your own independent professional advisers before entering into any transaction and only enter into a transaction if you have fully understood its nature, the contractual relationship into which you are entering and all relevant terms and conditions.

GENERAL TERMS AND CONDITIONS

1.   INTRODUCTION

1.1   The Affiliate Programis entered intoby you with the RedotPay Group, including Red F. Technology Limited (a limited liability company incorporated in Hong Kong with company number 3254911) ("RFTL"), Red Dot Technology Limited, (a limited liability company incorporated in Hong Kong with company number 3081454) ("RDTL"), Red Dot Trust Limited ("Red Dot Trust") and/or their affiliates, as applicable (together, the "Group" or "Us").

2.    SCOPE

2.1   These Terms govern the Affiliate Program. Please take the time to read and understand these Terms before using these services so that you are aware of your legal rights and obligations. By using any of the Services and/or completing the registration process, you are entering into a legally binding contract with the Group and shall be deemed to have expressly read, understood, and agreed to be bound by these Terms.

2.2   These Terms comprises:

(a)   these general terms and conditions in relation to your Account relating to the Affiliate Program generally;

(b)   Part A of these Terms, specifically with the Affiliate Program (including Schedule 1);

(c)   our Privacy Policy;

(d)   any document setting out the Rebates that may apply tothe Affiliate Program;

(e)   any other rules, notifications, guidelines, terms or agreement designed by us from time to time to be part of these Terms; and

(f)   any supplements, additions, annexures, terms incorporated by reference and/or notices issued by the Group.

2.3   Inconsistency

Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between:

(a)   the English version and any other language version of the Terms, the English version prevails;

(b)   any specific terms applicable to a Service and any other terms of the Terms, the specific terms prevail; or

in each case save for manifest error.

3.    THE AFFILIATE PROGRAM

3.1   By opening an Account with the Group in relation to the Affiliate Program, you agree to be engaged by the Group, and the Group agrees to engage you, as a referrer in relation to the Affiliate Program. The Affiliate Program includes, but is not limited to, the following:

(a)   opening an Account in relation to the Affiliate Program;

(b)   establishing a marketing Campaign in relation to the Services provided by the Group through your own Social Media Channels;

(c)   using the RedotPay Trademarks for the purposes of the Campaigns;

(d)   withdraw any amount of Rebate to your Custodian Account or your own Self-custody Wallet; and

(e)   any other services in relation to the Affiliate Program as agreed between you and the Group from time to time.

3.2   The Group reserves the right to update, modify, suspend, disable, or restrict access to, or discontinue the Affiliate Program, or any features, components, or content thereof at any time, for any reason, without notice or liability to the user. There is no guarantee that specific services, features, components, or content will always be available.

3.3   Pre-conditions for Affiliate Program

(a)   We may determine the Affiliate Program under these Terms from time to time, at our sole discretion. To participate in the Affiliate Program, you must open and maintain an Account with us.

(b)   Without limiting our rights under Clause 3.3(a), we may refuse to allow your participation in the Affiliate Program if, in our opinion:

(i)   an Event of Default has occurred and is continuing;

(ii)   you have provided any incorrect, incomplete or misleading information or made an incorrect or misleading representation or warranty;

(iii)   you have not provided all documents and information requested by us or satisfied any pre-condition imposed by us on the Affiliate Program; or

(iv)   you have not provided sufficient evidence that meets our eligibility criteria for the Affiliate Program.

(c)   Without limiting our rights under any other provision contained in these Terms, we may also suspend or refuse to allow your participation in the Affiliate Program if, in our opinion, the Service may:

(i)   not comply with Applicable Law, including any AML/CTF requirements;

(ii)   be used to circumvent any Applicable Law, including any AML/CTF requirements;

(iii)   result in us providing Services to a person in a jurisdiction that is the target of country-wide or territory-wide sanctions and such other country or territory in which we may not offer services, as determined by us from time to time; or

(iv)   result in us being associated with a Proscribed Person or Proscribed Address.

4.    ONBOARDING

4.1   In order to provide Services to you, you shall open an Account in your name or otherwise in respect of you. To open and maintain an Account with us and participate in the Affiliate Program, you must: (i) complete an applicable application as requested by us; and (ii) provide such information as we reasonably request. The information that you provide must be complete, accurate and up-to-date.

4.2   We have the sole discretion as to the opening, operation and closure of the Account. Without limiting the terms of the Terms, we may, at any time, without liability: (i) vary, suspend or close your Account; (ii) specify or vary the scope of the Affiliate Program;; and/or (iii) restrict or impose conditions or limits on the Account.

4.3   Any Account is established and maintained by us for the sole purpose of participating in the Affiliate Program.

4.4   By signing up for the Account for the participation in the Affiliate Program, you represent and warrant that:

(a)   you understand that the Affiliate Program may require a licence and that you confirm you are accessing and registering for the same on your own initiative without active promotion and/or solicitation from the Group, any of its group companies and/or any of its affiliated, associated or connected persons;

(b)   you are an approved user of the Affiliate Program who has completed the registration process and received an approval email from us;

(c)   you have read, understood and agreed to our Privacy Notice which are published on the following website: https://www.redotpay.com/policy/;

(d)   you have attained the minimum age required under all relevant Applicable Laws for participation in the Affiliate Program and the other activities provided under these Terms;

(e)   you have the full right, power, and authority to agree to these Terms;

(f)   you are the authorised user of the Enabled Device;

(g)   you fully understand and accept the risks associated with participating in the Affiliate Program; and

(h)   you are not impersonating any other person, operating under an alias or otherwise concealing your identity.

4.5   In addition to the above, you agree to provide us with all information and/or documents requested by us (including such information and/or documents as may be required by us for compliance with Applicable Law) from time to time.

4.6   You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your participation in the Affiliate Program, including to identify or authenticate your identity or validate your funding sources or transactions. This may include, without limiting the generality of the foregoing, requiring further information and/or documents that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or payment instruments or verifying your information against third-party databases or through other sources.

4.7   We are entitled, in our sole discretion, to refuse your application for or to suspend, terminate or limit your participation in the Affiliate Program, and/or to change the eligibility criteria for registration at any time.

4.8   We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. By agreeing to these Terms, you confirm that you consent to us or a third-party carrying out such verifications on our behalf.

4.9   You must ensure any information provided to us, or any of our third-party service providers, is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. Failure to complete any step of the registration process may also result in your inability to participate in the Affiliate Program.

4.10   You shall keep the details of your Account strictly confidential and not share the information in relation to your Account with any persons other than as necessary. You will take all precautions to ensure the security and continued confidentiality of the information in relation to your Account. For the avoidance of doubt, providing information in relation to your Account in clear text over fax, email or other unencrypted or otherwise unprotected media is not considered to be secure. Neither of us, nor our respective affiliates, shall under any circumstances be liable to you for unauthorised transactions caused by your failure to keep the information in relation to your Account secure.

4.11   You shall promptly notify us without undue delay upon discovering that there has been any:

(a)   inappropriate or unauthorised disclosure of and/or use of your PIN and/or any of the information in relation to your Account; and/or

(b)   inappropriate or unauthorised access to and/or use of any of the Account or the Affiliate Program effected using your PIN and/or any of your information in relation to your Account,

and you shall promptly take such steps as may be specified by us in relation to the foregoing matters (including to change your PIN).

4.12    

5.    THE APP AND SITE

5.1   The functions of the App or Site, which may change from time to time without notice to you at the Group’s sole discretion, allow you to perform one or more of the following actions (as applicable), including but not limited to:

(a)   open an Account;

(b)   change the settings associated with your Account and the Affiliate Program;

(c)   view the Transaction History;

(d)   request for all or any part of the Affiliate Program to be disabled, enabled or blocked; and

(e)   withdraw Rebates into your Custody Account or your own Self-custody Wallet.

(f)   any other functions provided on the App or Site by the Group from time to time.

5.2   Subject always to your continuing compliance with these Terms, the Group will grant to you a limited, non-transferable, non-exclusive licence to use the App and Site insofar as owned by or licensed through the Group on your Enabled Device and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved.

5.3   Some software components used in the App and Site may be offered under an open source or other licence as we may notify to you, in which case your use of those components of the App and Site shall be governed by those terms to the extent only of any inconsistency between these Terms and those terms.

5.4   You acknowledge and agree that your use of your Account and the participation in the Affiliate Program is at all times subject to your compliance with these Terms and all other applicable terms.

6.    YOUR DEVICE

6.1   You acknowledge and agree that, in connection with your use of the App and Site, you shall be responsible for the following, at your own cost:

(a)   obtaining all necessary hardware, software and communications services necessary for your use of the App and Site in accordance with these Terms;

(b)   installing antivirus or other mobile security software on your Enabled Device to protect against any security or other vulnerabilities which may arise in connection with your use of the App and Site in accordance with these Terms; and

(c)   installing updates and patches for the App, Site and your Enabled Device in a prompt and timely manner.

6.2   Without prejudice to the foregoing and any other terms in these Terms, you shall be solely responsible and liable for any access to and use of the App and Site and participation in the Affiliate Programthrough your Enabled Device, notwithstanding that such access may have been effected without your knowledge, authority or consent. The Group shall not be liable to you for any loss or damage resulting from such use.

6.3   Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss/theft or unauthorised access/use by contacting us at support@redotpay.com. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the password on your Enabled Device.

7.   REBATES

7.1   Your participation in the Affiliate Program may be entitle you to receive certain Rebates, which can be, if applicable, be credited your Account which can be then withdrawn to your Custodian Account or Self-custody Wallet (as applicable), as described in Part A of these Terms. The list of applicable Rebates payable to you is set out in the relevant fee schedules, the App and the Site. The Group may in our sole discretion adjust or update the Rebate rates from time to time.

7.2   All applicable Rebates payable to you listed in the relevant fee schedule, on the App and the Site are exclusive of any applicable taxes.

8.    Rights of netting, set-off and lien

8.1   If, on any day, you and we have payment and delivery obligations, then we may elect for such amount to be delivered, on a net basis so that such obligations will be automatically satisfied and discharged. Ifthe aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, such payment and delivery obligations will be replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

8.2   In addition to our rights under Clause 8.1, we may, at any time during the course of or following the termination of the Terms and without notice to you set off any amount or other obligation due from you (or where more than one person constitutes the client, any one or more of those persons singly or jointly) to the Group against sums due from the Group to you, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment. Any amounts that are so set off will be discharged promptly and in all respects. If, after such set-off, a balance of account is due and payable by you to the Group:

(a)   you authorise the Group to: apply or appropriate all or part of your Rebates in the Account (and where relevant including Custodian Account) to meet such amount; and

(b)   if there is a shortfall following the application of any set-off pursuant to Clause 8.2(a) above, you will immediately pay to the Group an amount equal to such shortfall.

8.3   We are entitled to exercise a general lien over any or all of your property which (for any reason) is in or comes into our possession or control, except that this lien does not cover any property where it may give rise to any obligation to disclose an interest on our part. We have the right to sell such property and apply the proceeds of sale, after deduction of reasonable costs, to satisfy any amount you owe us.

8.4   For the purposes of this Clause 8, we may make any necessary currency or asset conversions at the rate(s) we reasonably consider appropriate.

8.5   Our rights under this Clause 8 are in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which we are at any time otherwise entitled or subject, whether under these Terms or by operation of Applicable Law.

9.    CONDUCT

Without prejudice to the foregoing, you shall not (and shall not, knowingly or otherwise, authorise, allow or assist any other party to), when participating in the Affiliate Program or when using the App and/or Site:

(a)   conduct electronic spamming;

(b)   perform unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities);

(c)   upload content that has viruses, malicious codes, immoral or illegal content;

(d)   modify or adapt the whole or any part of the App or Site or combine or incorporate the App or Site into another other programme or application;

(e)   disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the App or Site or any components thereof;

(f)   use the App or Site in any manner that would lead to the infringement of our intellectual property rights or those of any third-party;

(g)   use the App or Site in a way that could damage, disable, impair or compromise the App or Site or the Affiliate Program (or the systems or security of the App or Site or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of the Group or its affiliates;

(h)   engage in any other activities deemed inappropriate by us or which is in contravention of any Applicable Laws; or

(i)   demonstrate or use any abusive, threatening and/or violent behaviour or language towards our personnel.

10.   DATA PROTECTION

By using the Services, you confirm that you have read and understood our privacy notice and consent to us collecting, using, disclosing and sharing amongst ourselves your Personal Data and disclosing such Personal Data to the Group, our authorised service providers and relevant third parties for purposes required by us to facilitate and administer your use of the Services. These purposes are set out in greater detail in our privacy notice, which is accessible at https://www.redotpay.com/policy/.

11.   ELECTRONIC COMMUNICATIONS

11.1   You shall accept full responsibility for the security and authenticity of all Instructions sent via the App and you shall be bound by all such Instructions. We shall be entitled to assume that all Instructions received from your Enabled Devices via the App or Site are yours. We shall be under no obligation whatsoever to verify that such communications are in fact yours.

11.2   You are aware that Instructions and information transmitted via the App or Site are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept these associated risks.

11.3   Any Instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instructions from the relevant system and duly informed you of such receipt. In addition, any Instructions sent by you to any third parties (for example, network merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.

11.4   Without prejudice to any of the terms in these Terms, you shall be liable for any damage that may be caused through the use of the Internet – i.e. through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.

11.5   You acknowledge and agree that in the event of any dispute arising in connection with your participation in the Affiliate Program, our records (including electronic, computer and microfilm stored records) of all matters relating to your participation in the Affiliate Program and/or of you (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. In addition, you agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.

12.   LIMITATION OF ACCOUNT AND SERVICES / TERMINATION

12.1   The Group may at any time, without notice and in its sole and absolute discretion, terminate, suspend or limit your use, or the functionality, of your Accountand your participation of the Affiliate Program (including freezing or closing your Account, refusing to process any withdrawal of Rebates) for any reason, including, without limitation (each, an "Event of Default"): (a) in the event of any breach by you of these Terms, or all other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) where the Group suspects that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) as may be informed by its internal risk monitoring policy and the profile of spending reasonably anticipated for the type of consumer group you belong to; (e) in the event you become Insolvent or any of your assets are subject to insolvency proceedings (including where there is any assignment, arrangement or composition with or for the benefit of creditors); (e) you act fraudulently or dishonestly;  (f) you breach any Applicable Laws; (g) you or your Account are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis; (h) you are convicted of a tax or other crime in any jurisdiction; (i) we, in our discretion, consider that the Account is being operated or your participation in the Affiliate Program is conducted in an irregular or improper manner; (j) anything occurs which, in our opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms; or (k) you are otherwise in breach of any term of any agreement you have with the Group or any other event of default (however described) under any other agreement between you and the Group occurs.

12.2   The Group reserves the right to reverse, cancel, refuse to honour or exclude you from participating in the Affiliate Program if you are found in breach of any of these Terms, whether directly or indirectly, voluntarily or involuntarily.

12.3   Your obligations under these Terms will continue and the Group shall remain to be entitled to debit your Wallet Balance of the Custodian Account for any amount and charges incurred in or related to Affiliate Program (if any) that are carried out before or after the termination of the Affiliate Program and you shall continue to remain liable to the Group for such amounts and charges until they are paid in full.

12.4   You shall not be entitled to any payment, compensation or damages from us in relation to any suspension or termination of your participationin the Affiliate Program for any reason whatsoever. Any suspension or termination of your participation in the Affiliate Program for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension or termination, has already accrued.

12.5   You are entitled to a withdrawal from your Account of your entitled Rebates upon termination of your Services (as the case may be), and such withdrawal will be subject to Clauses 12.6 to 12.13 below.

12.6   The Group's rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which the Group may have (whether under these Terms, at law, in equity or otherwise).

12.7   You may at any time request for the termination of your participation in the Affiliate Program, and, consequently the withdrawal of your entitled Rebates of your entire Account ("User Termination"). Requests for a User Termination may be submitted to us via the App or Site.

12.8   In order to process your request for a User Termination, the Group may ask you to provide your photograph identification documents and other details for identification purposes to enable the Group to comply with Applicable Laws.

12.9   The Group may, subject to Applicable Laws, delay, deny, or reduce the amount returned or released to you if necessary to ensure that the requested reduction or release does not result in a negative balance in your Account, subject to netting and set off.

12.10  The Group, in its sole and absolute discretion, will determine how (e.g. on-chain transfer, bank transfer or cheque) your remaining balance of your Account will be returned or released to you. Your remaining balance of the Account will only be returned or released to you, the holder of the Account, and not to any other person(s).

12.11   Any refund or release of your remaining balance of the Account must be claimed and accepted by you within 3 years of issuance of such refund or release by the Group, failing which the Group reserves the right to forfeit such balance of the Account without any prior notice.

12.12  You may be charged a fee for the refund, withdrawal or release of your balance of the Account to cover the costs incurred by the Group.

12.13  In the event that your Account becomes ineligible or is otherwise suspended or terminated pursuant to these Terms, at the sole discretion of the Group, you may be charged an account maintenance fee in respect of any Account.

13.   LIMITATION OF LIABILITY

13.1   Except as expressly provided in these terms, to the fullest extent permitted by law, we disclaim all other representations or warranties, express or implied, made to you, your affiliates or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any service or any goods provided incidental to the affiliate program under these terms. Our liability in respect of representations and warranties that cannot be excluded is limited, at our option, to any one of: (I) re-supplying, replacing or repairing the affiliate program in respect of which the breach occurred or (II) paying the cost of the re-supplying, replacement or repairing of the affiliate program in respect of which the breach occurred.

13.2   Notwithstanding anything in these terms, to the extent permitted by law, in no event shall the group or any of its representatives be liable to you: (A) for any losses or damage or claims (I) due to an unusual or unforeseeable event, outside the reasonable control of us and the consequences of which could not have been avoided even if all due care had been exercised (including but not limited to force majeure, events of war or civil unrest, natural disasters, strike, lock-out, traffic disruption, acts of domestic or foreign governmental authorities); (II) arising from or in connection with: (A) any delay, suspension, discontinuance or failure of the app, the site or affiliate program; (B) any rejection of your participation in the affiliate program; (C) any refusal to process or authorize any transaction or withdrawal for any reason; (D) your inability to effect or complete referral due to system maintenance or breakdown / non-availability of the app, site, network, our hardware or software or that of any third parties; (E) use of your enabled device and affiliate program by third parties, whether authorized or unauthorized by you; (F) any theft or loss of your enabled device; (I) caused by us due to compliance with applicable laws, court orders, and/or network rules; and (II) arising out of or in connection with these terms for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties to these terms, regardless of whether such damages were direct or indirect, foreseeable or unforeseeable, or whether we have been advised of the possibility of such damages.

13.3   In any case, the total liability of the Group arising out of or in connection with the provision of any service under these Terms shall be limited to your Rebates balance of yourAccount as of the date your claim arises.

13.4   The Group shall not be liable for fault on the part of any third-party service providers instructed by us. In such cases, the Group's liability shall be limited to using reasonable care in the selection, appointment and instruction of such third-party service providers (but not of any sub-contractor or other third-party such third-party service provider may use).

13.5   Nothing in these Terms shall operate to limit or exclude any liability for fraud or for death or personal injury resulting from negligence.

14.   INDEMNIFICATION

You agree to indemnify and hold the Group, each of its affiliates and third-party service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives ("Indemnified Parties"), harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of these Terms; (ii) your use of the App, the Site and your participation in the Affiliate Program; (iii) your violation of any rule or regulation, or the rights of any third-party; and (iv) any transactions resulted from your wilful default, fraud, gross negligence or breach of these Terms.

15.   AMENDMENT AND VARIATION

These Terms may from time to time be updated or amended, and the Group will post any such updates on the App and the Site. Such updated Terms as posted will take effect immediately upon posting on the App and the Site. You should regularly check the App and the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the App without prior notice. By continuing to use the App, the Site and your participation in the Affiliate Program(as applicable) after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated App and Site. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the App, the Site and the Affiliate Program (as applicable) immediately.

16.   ASSIGNMENT AND SUBCONTRACTING

These Terms, and any rights and licences granted hereunder, are personal to you and may not be transferred or assigned by you, but may be assigned by the Group without restriction, including without limitation to any of the Group's affiliates or subsidiaries, or to any successor in interest of any business associated with the Affiliate Program. Any attempted transfer or assignment in violation hereof shall be null and void.

17.   SEVERABILITY

If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.

18.   ENTIRE AGREEMENT AND LANGUAGE

18.1   These Terms constitute the entire agreement between you, on the one hand, and the Group, on the other, with regard to its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

18.2   These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. If these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

18.3   Notwithstanding the foregoing, if there are conflicts between these Terms and any Affiliate Program Content, these Terms shall prevail.

19.   WAIVER

19.1   These Terms shall be waived in whole or in part only with the written consent of the Group.

19.2   The delay of enforcement or the non-enforcement of any of the terms of these Terms by the Group shall not be construed as a waiver of any of the other rights of the Group arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for the Group in these Terms is exclusive of any other right, power or remedy available to the Group and each such right, power or remedy shall be cumulative.

20.   NOTICES AND COMMUNICATIONS

20.1   By using the Account or your participation in the Affiliate Program(as applicable), you agree that the Group, its related corporations, third-party service providers, contractors or sub-contractors may provide you with any notices or other communications relating to your participation in the Affiliate Program(as applicable) electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

20.2   We prefer receiving notices to us electronically through our support system at support@redotpay.com.

21.   THIRD PARTY RIGHTS

21.1   These (together with any other agreements subject to or connected with these) Terms and documents confer benefits on Indemnified Persons are intended to be enforceable by each Indemnified Person by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong). The parties to these Terms do not intend that any term of these Terms should be enforceable, by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), by any person other than a Indemnified Persons. Notwithstanding the provisions of this Clause, these (and any other agreements subject to these) Terms may be rescinded or varied in any way and at any time by the Group and you without the consent of any Indemnified Persons.

22.   GOVERNING LAW AND SUBMISSION TO ARBITRATION

22.1   These Terms shall be governed by and construed in accordance with the laws of Hong Kong.

22.2   Unless otherwise specified, any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms, will be referred to and finally resolved by arbitration administered by Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

22.3   You and we agree that:

(a)   the law of this Clause is Hong Kong law;

(b)   the seat of arbitration will be Hong Kong;

(c)   unless you and we agree otherwise, the number of arbitrators will be one (1) and that arbitrator must have relevant legal and technological expertise;

(d)   if you and we do not agree on the arbitrator to be appointed within fifteen (15) Business Days of the dispute proceeding to arbitration, the arbitrator is to be appointed by HKIAC; and

(e)   the arbitration proceedings will be conducted in English.

22.4   Notwithstanding any other provision of these Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

23.   DEFINITIONS

23.1   In these Terms, except where the context otherwise requires, the following words and expressions have the following meanings:

23.2   Unless the contrary intention appears, a reference in these Terms to:

(a)   a document (including these Terms) includes any variation or replacement of it;

(b)   a Clause, Part, annexure or schedule is a reference to a Clause in, Part of, or annexure or schedule to, these Terms;

(c)   a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d)   the singular includes the plural and vice versa;

(e)   the word "person" includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any government agency;

(f)   a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(g)   an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(h)   an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

(i)   a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

(j)   unless expressly otherwise specified in writing, a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;

(k)   a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(l)   the words "include", "including", "for example" or "such as", when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(m)   time is a reference to Hong Kong time;

(n)   "property" or "asset" includes any present or future, real or personal, tangible or intangible property, asset or undertaking and any right, interest or benefit under or arising from it; and

(o)   any thing (including any amount or Service) includes each part and/or feature of it.

23.3   Headings

Headings should be disregarded in the interpretation of these Terms.

PART A. AFFILIATE PROGRAM

24.   AFFILIATE PROGRAM - GENERAL

24.1   The Group allows its users for using the RedotPay Card, allowing for (a) purchase of goods or services from merchants worldwide which accept payments by a RedotPay Card, in accordance with the relevant card network rules (as set out under the relevant terms and conditions of use of the RedotPay Card effective at the relevant time ("RedotPay Card Terms")); (b) settlement of card balances associated with any RedotPay Card transactions ("Transactions"), in each case in accordance with the RedotPay Card Terms; (c) cash withdrawals from automated teller machines, subject to the availability and terms of such services; and (d) other transactions that may be conducted using a RedotPay Card, all in adherence to the RedotPay Card Terms; and (e) other Services provided by the Group (including Custodian Account). You acknowledge and agree that the Group may at any time and at its own sole discretion amend the terms and conditions and functionalities, amend, suspend or otherwise alter the services in relation to the RedotPay Card without requiring consent or notification to you or your Referrals.

25.   INTELLECTUAL PROPERTY RIGHTS

25.1   As part of your engagement bythe Group as a referrer in relation to the Services, the Group wishes to grant you a non-exclusive, non-transferable, non-sublicensable and revocable license to copy, display, use or place the Function ("License") on yourSocial Media Channels, in order to allow the Referrals an option to use the Function for the Registration.

25.2   You may use the Function and the Affiliate Program, the Affiliate Program's and Function’s information, graphics, text, visual interface, trademarks, logos, artwork, features, functionality (collectively the "Content") and the Function’s source code only in the manner prescribed by these Terms. You may not use the Function, Content and the Function’s source code for any other purpose. For the purpose of these Terms, “source code” shall mean those statements in a computer language which, when processed by a compiler, assembler or interpreter, become executable by a computer and includes, without limitation, all comments, notes, flow charts, decision tables, argument lists and other human readable references relating to the operation, purpose, compilation, assembly or interpretation thereof. You must not:

(a)   decompile, reverse engineer, disassemble, modify, embed, rent, lease, loan, distribute, or create derivative works from the Function, the Content, the Function’s source code, protocols, or other trade secrets, unless otherwise provided by mutual written agreement of the Parties;

(b)   disable any element of the Function;

(c)   interfere with the proper functionality, operation or performance of the Function, servers or networks connected to the Function, including by transmitting any worms, viruses, spyware, malware, or any other software of a destructive or disruptive nature;

(d)   circumvent the ordinary navigational structure, technical delivery systems or display of the Function;

(e)   place the Function on websites or other resources that include offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, gambling services or otherwise inappropriate content;

(f)   use the Function or the Content for any enterprise, commercial, personal, or other purposes outside of the scope of the License;

(g)   disclose the results of any performance, functional or other evaluation relating to it to any third party;

(h)   use the Function in such way that is in contravention to Applicable Laws; or

(i)   authorize, assist, encourage or enable any other person to do any of the foregoing;

25.3   The Group have exclusive ownership rights of the Function, its use and content, as well as all related copyrights, trademarks, patent rights, trade secrets and any other intellectual property associated with the Services, the Affiliate Program and the Function.

25.4   You agree and acknowledge that:

(a)   the Function may be developed and changed over time by the Group and the Group may, in their absolute discretion update, amend or replace the Function (and you will be required to update the integration accordingly); impose additional conditions on Function access; and allow other parties to access the Function;

(b)   the Group may suspend or disable access to the Function at any time and without notice, liability or fault. In the event the Group suspends or disables access to the Function, the Group will attempt to notify you prior to any such suspension or disabling unless it would be unlawful or impracticable for the Group to do so; and

(c)   it shall posted newFunctions provided by the Groupfrom time to time throughout your participation in the Affiliate Program.

25.5   The Group provide the Services relating to the Services and the Function, on “as is” and “as available” basis. The Group disclaim allother representations and warranties, express or implied, made to you or the Referrals or any other person, including without limitation, any warranties regarding quality, suitability, fitness for a particular purpose or otherwise of any service provided under these Terms. Notwithstanding anything in these Terms to the contrary, in no event shall the Group and any of their directors, officers, employees, agents and subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory, for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by these Terms, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. The Group further do not represent or warrant that their services will always be available, accessible, uninterrupted, timely, completely secure, accurate, complete, or entirely error-free.

25.6   As between the parties, you are and shall be the sole and exclusive owner and be responsible of all right, title, liabilities and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and / or related to the Social Media Channels, its contents and any underlying software, applications, processes and technologies. These Terms do not convey to the Group any interest or liability in or to the Social Media Channels and no rights are granted by you other than as expressly set forth in these Terms.

25.7   The Group grants to you throughout your participation in the Affiliate Program a non-transferable and non-sublicensable licence to use the trademarks of the Group ("RedotPay Trademarks") in the promotion of the Services and your involvement in the Services pursuant to these Terms in promotional materials, on and subject to the following conditions:

(a)   if the RedotPay Trademarks change, subject to Clause 25.8 below, you will use reasonable endeavours to reflect the change in the next available print cycle of its print media promotional material and as soon as reasonably practicable for any other media promotional material in relation to the Services, after receiving notification of such change; and

(b)   you will not use the RedotPay Trademarks beyond the scope of the licence granted under these Terms, without the express prior approval of the Group.

25.8   The Group may at any time revoke (by notice in writing) any consent granted under these Terms if:

(a)   you use any RedotPay Trademarks in a manner which is beyond the scope of that consent or in breach of these Terms;

(b)   you breach any of the conditions on that consent;

(c)   the Group considers that your use of the RedotPay Trademarks may adversely impact on the goodwill or reputation of Group or the RedotPay Card; or

(d)   you use any RedotPay Trademark without consent.

25.9   You hereby grant to the Group throughout your participation in the Affiliate Program a non-transferable and non-sublicensable (save for the right to sub-license to Group entities) license to use your and your affiliates' trademarks ("Referrer Trademarks")in the promotion of the Services and your involvement in the Services pursuant to these Terms in promotional materials, except that the Group shall not use the Referrer Trademarks beyond the scope of the licence granted under these Terms, without your express prior approval.

26.   REFERRER'S OBLIGATIONS

26.1   As part of your engagement of the Group in relation to the Affiliate Program, you shall conduct the following obligations ("Referrer Obligations"):

(a)   sourcing and referring the prospective clients and Referrals for the Services;

(b)   embedding the Function on the Social Media Channels to enable prospective clients apply for and/or use the Services and Registration; and

(c)   other ancillary services as requested by the Group in writing from time to time.

26.2   You shall include the Function on the Social Media Channels, which shall function as follows:

(a)   you should create and register a Campaign on the App and/or Site for the Function to be embedded on your Social Media Channel (as accurately and correctly registered and integrated on the App and/or Site), in order for the Referral to be considered to be from you;

(b)   the Function shall redirect a prospective client to certain dedicated websites of the Group ("Landing Pages");

(c)   the prospective client shall onboard with the Group pursuant to the Onboarding Procedures on the Landing Pages (including subsequent websites/ applications), and all information and data collected from the prospective client shall be passed on to, as appropriate, the Group for processing for the purposes of the Onboarding Procedures; and

(d)   if after the Onboarding Procedure the Group accepts the prospective client as its client, the Group shall consider the Registration successful and the prospective client becomes a Referral.

26.3   If the details of the Social Media Channel provided by you on the App and/or Siteis incorrect or outdated, the Group will not be able to recognise and track that the Referral is made by you and you will not be entitled to the relevant Rebates.

26.4   Notwithstanding anything contrary to any provisions in these Terms, you acknowledge and agree that unless it is otherwise licensed, registered, authorized or otherwise exempted by any competent authorities in the other jurisdictions to carry out relevant activities in the relevant jurisdictions, you shall not conduct any regulated activities in the relevant jurisdictions during the provision of the Referrer Obligations.You further acknowledge and agree that in the case where a referralisa regulated activities in the relevant jurisdictions, the Groupshallpay toyou the relevant Rebateonly if you have obtained the necessary license(s), registration, authorization, exemption (as applicable) with the relevant competent authorities in such relevant jurisdictions when such referral is made and the Group will not be liable for any costs, loss or damage incurred by you resulting from such refusal of payment.

26.5   The parties acknowledge and agree that nothing in these Terms shall give rise to an agency, partnership or joint venture relationship between them. You shall be an independent contractor as regards the Group. You shall not be, and shall not hold itself out as, an agent, employee or representative of the Group or to have the authority to bind, or to pledge the credit of, the Group in any way. In the same sense, the officers, employees and agents of yours are not those of the Group.

26.6   Subject to the terms and conditions of these Terms and in compliance with all Applicable Laws,you shall use reasonable endeavours to refer prospective clients to the Group.

26.7   Upon acceptance by the Group, in connection with RedotPay Account, if the prospective client enters into relevant engagement documents and all other relevant documentation with the Group (and/or its designated entity) through the Social Media Channels, the Campaign and the Functions, the prospective client will be deemed to be a Referral upon successful Registration. The Group shall be responsible for, and have complete discretion over, the negotiation of the terms and conditions applicable to the RedotPay Account and the Services.

26.8   Nothing in these Terns shall prevent the Group from unknowingly marketing its services to any person or party with whom you may already have a relationship and no fee shall be payable to you if such a person or party eventually becomes a client of the Group without yourintroduction, referral, involvement or direct assistance to the Group in identifying and acquiring that relationship, through your Campaign and Functions under the Affiliate Program.

27.   REFERRER'S UNDERTAKING AND ADDITIONAL OBLIGATIONS

27.1   You hereby irrevocably undertake to and agree with the Group that you shall:

(a)   perform its duties and obligations under these Terms with due care, skill and diligence;

(b)   not act in a manner which will adversely affect the Group's ability to comply with Applicable Laws;

(c)   have requisite skills, knowledge, power and authority to enter into and perform its obligations under these Terms and will hold all authorisations, consents, exemptions and licences required to be held under any Applicable Laws governing its activities pursuant to these Terms before it conducts the contemplated Referrer Obligations and any acts or conducts herein;

(d)   at all times comply with Applicable Laws in carrying out its obligations under these Terms and the Affiliate Program, including but not limited to:

(i)   the rules and codes issued by applicable regulatory authority concerning your activities contemplated under these Terms in relation to the Affiliate Program;

(ii)   any selling restrictions applicable to referring Referrals to the Group in all applicable jurisdictions; and

(iii)   anti-bribery, AML/CTF, customer due diligence, KYC laws and regulations all applicable jurisdictions;

(e)   not permit any activities amounting to market misconducts as prohibited under Applicable Laws;

(f)   be duly authorised to transact with the Group;

(g)   to the extent permitted by Applicable Laws, inform the Group as soon as practicable if there are any change in your status or any other development which might in any way affects the performance of the Referrer Obligations and any other duties under these Terms.

27.2   You shall at all times observe and comply with the marketing, promotion and selling restrictions in performing the Referrer Obligations and other acts and conducts in relation to these Terms.

27.3   You confirm and represent that you will comply with all Applicable Lawsin relation to the referral/payment arrangement as set out in these Terms.

27.4   You shall not hold client assets and money and shall not accept money, securities or any property from Referrals. All settlement for arrangements in relation to the Group's Services shall be made between the Group (and/or its designated entity) and the Referrals directly.

27.5   You are not permitted to transact the Group’s business in any manner on behalf of or in the Group’s name with (other than as specified under these Terms).

28.   REGISTRATION

28.1   Any prospective client applying for the RedotPay Account shall be subject to the internal procedures and operational rules of the Group applicable to the acceptance of new clients ("Onboarding Procedures"), including but not limited to the onboarding requirements, meeting of the Group's internal risk and documentation requirements, requirements relating to client identity, profile and background, AML/CTF andKYC and compliance standards.

28.2   You agree that the Group shall determine in their sole discretion whether to enter into a business relationship with a prospective client and whether the Registration for a RedotPay Account is successful, to accept or retain any prospective client and/or Referral referred by you to the Group and as to the terms and conditions upon which such prospective client and/or Referral is accepted and retained. The Group is not obliged to provide any reasons or explanation for the rejection of any prospective client or discontinuation of the relationship with any Referral. The Group will not be liable to you for any damage or any other loss whatsoever incurred by you as a result of the Group’s decision. The Group also may vary the terms of the business relationship with such prospective client and/or Referral, without incurring any liability whatsoever to you.

28.3   The Group shall have the right, but is not obliged, to suspend or terminate any business relationship with a Referral if the Group deem such act to be necessary, including but not limited to where the Group suspect, have actual knowledge or are put on notice of any of your misconduct or wrongdoing.

28.4   Youshall conduct all or any of the measures for the purposes of facilitating the Onboarding Procedure and transfer the obtained data to Group.

29.   REMUNERATION

29.1   In consideration for the Group engaging you as a referrer under the Affiliate Program under these Terms, during your participation in the Affiliate Program and in relation to each Campaign separately, you shall receive from the Group such rebates as set out on the App and/or Site in USDC (or other stablecoins), in respect of (a)each successful Registration by the Referrals referred by you through your Campaign and Function; and (b) the transactions of your Referrals with the RedotPay Card. Subject to Applicable Laws, the Rebates will be calculated and accrued on a daily basis to your Account within 2 business days from the relevant Registration and transactions of the RedotPay Card by a Referral.

29.2   The Group shall accrue the Rebates to your Account, which may be withdrawn by you at your option (subject to Applicable Laws and the RedotPay Card Terms of your RedotPay Account, as applicable) your Custodian Account or Self-custody Wallet. In relation to the Rebates from each successful Registration by the Referrals referred by you through your Campaign and Function, you may withdraw the relevant Rebate 2 business days after the Registration; in relation to the Rebates from the transactions of your Referrals, you may withdraw the relevant Rebate 30 days after the relevant transactions.In relation to Self-custody Wallet, it is your ultimate responsibility to notify the Group in advance in writing (at least 5 business days) about change in details of the Self-custody Wallet's wallet address and receipt of such notification shall be confirmed by the Group in writing. You acknowledge and bear the risk that the Group may be notified about change in details of the wallet address too late in order for the Group to cancel/revoke/stop the nearest and subsequent (if applicable) conversion and transfer.

29.3   The Group shall have the right to change the Rebate rates at any time on the App and/or Site, as commercially reasonably available prior to such change. If you continue to participate in the Affiliate Program and the Campaign, you are deemed to have accepted the Rebate ratechange, and for the avoidance of doubt,the changed Rebate ratesshall be applicable to all existing and future Campaigns you launch and register upon the effective date of the changed Rebate rate. If you do not agree with the changed Rebate rate, you shall choose to cease the participation in the Affiliate Program and any existing Campaigns. For the avoidance of doubt, the change of Rebate rates does not include any increase of fees charged by the acquirers and issuing banks for the use of their payment methods (e.g., in case the interchange fee is increased), network fees or any other increase of fees which is outside of the control of the Group.

29.4   The details of the Rebates will be made available to you through a portal ("Portal") provided by the Group, or other means as agreed between the parties from time to time.

29.5   Payment of the Rebates to you are provisional and are subject to offsets and immediate payment by you in case of chargebacks, adjustments, corrections, fines, expenses and other amounts due from you, losses due to your conduct, actions or omissions.

29.6   No Rebate shall be made to you if a person or party referred to the Group by you as a Referral already has a RedotPay Account, if the Registration is unsuccessful, the Registration is not done through your Campaigns, or if the prospective client is already known to the Group or any of its affiliates.

29.7   You shall not be entitled to any unpaid Rebates if any payment by the Group to you is or becomes illegal or prohibited by any Applicable Laws.

29.8   All Rebates payable under the Affiliate Program shall be exclusive of any tax due or which may become due, in particular value added tax. You will be solely responsible for payment of all duties or taxes in connection with your performing its obligations under these Terms and under the Affiliate Program. If the Group is required by Applicable Laws to make any deduction or withholding in respect of any amounts payable hereunder, no grossing up will be made and the Group shall not be obliged to pay any additional sum to you.

29.9   Each party shall bear its own costs and expenses in connection with these Terms (including the maintenance of the Social Media Channels). You shall not be reimbursed for any costs and expenses, including expenses related to the Social Media Channels, promotional expenses, incurred by it in the performance of its duties under these Terms.

29.10  You shall not be entitled to any interest or any other compensation or consideration whatsoever in respect of any amount held by the Group under these Terms. The Groupis not obliged to transfer to you any benefits and interests received from the amounts to be paid out to you.

29.11  You shall bear all risks of loss, unavailability and fluctuations of fiat currencies and USDC or other stablecoins in relation to the Rebates.You assume all risks for the fiat currenciesand USDC or other stablecoins transferred by the Group to your Custodian Account and Self-custody Wallets and subsequent availability of the fiat currenciesand USDC or other stablecoins, including the risk of insolvency of such provider of the relevant Custodian Account or wallet.

29.12   You shall reimburse any expenses incurred in respect of the engagement with the Group in relation to the Affiliate Program under these Terms and such other reasonable expenses incurred by the Group, their agents and/or delegates on behalf of the Group.

30.   PERSONAL DATA

30.1   Each party acts as an independent controller and processor of personal data of the prospective clients/ Referrals. Each party defines its own purpose for processing personal data of the prospective clients / Referrals.

30.2   The Group process any personal data of the prospective clients/ Referrals that is necessary for the purposes prescribed by Clause 30.3 below ("Personal Data").

30.3   The Group process the Personal Data for the purpose of: (a) providing the Services; and(b) performing the Onboarding Procedures for the purposes of the Registration. The Group may process the Personal Data to the third parties in other cases prescribed by the Applicable Laws.

30.4   The Group may transfer the Personal Data to the third parties for the purpose of: (a) providing the Services; and(b) performing the Onboarding Procedures for the purposes of the Registration. The Group may transfer the Personal Data to the third parties in other cases prescribed by the Applicable Laws.

30.5   The Groupare allowed to process and transfer the Personal Data to the third parties for commercial purposes, including but not limited to sending its own commercial proposals to the prospective clients/ Referrals, with the prospective clients'/ Referrals' consent.

30.6   The parties shall process and transfer the Personal Data in accordance with the Applicable Laws and these Terms.

30.7   Aparty shall provide the requested Personal Data to the other party only for the purpose and in the manner prescribed by the Applicable Laws and these Terms. Aparty is forbidden to use the disclosed Personal Data of the prospective client/ Referral for any other purposes than prescribed by the Applicable Laws and these Terms.

30.8   Each party shall maintain records of all their processing activities regarding the Personal Data as prescribed by the Applicable Laws and these Terms.

31.   TERMINATION

31.1   These Terms shall come into full force and effect as of your participation in the Affiliate Program, and shall remain effective until the termination pursuant to this Clause31.

31.2   These Terms and the Account may be terminated by a party with immediate effect if the other party is unable to comply with or breaches any of the material terms of these Terms.

31.3   Either party ("Notice Party") may terminate these Terms and the Account (and accordingly your participation in the Affiliate Program) forthwith by notice in writing to the other party ("Defaulting Party"):

(a)   if the Defaulting Party commits a material breach of these Terms or commits persistent breaches of these Terms which is or are either incapable of remedy or have not been remedied within thirty (30) days of the Notice Party serving notice upon the Defaulting Party requiring it to remedy the same; 

(b)   if the Defaulting Party becomes prohibited by Applicable Laws from, or is otherwise incapable of, performing its obligations or duties hereunder;

(c)   if the Defaulting Party goes into liquidation or presents or is presented with a petition for or passes a resolution for winding up, either compulsory or voluntary (save for the purposes of reconstruction or amalgamation), or makes any arrangement with its creditors or any assignment for the benefit of creditors, or if a receiver or manager or judicial manager or other similar officer of its business or undertaking is duly appointed, or if distress or execution shall be levied or threatened upon any of its property, or if it suffers any similar action in consequence of debt, or is otherwise Insolvent; or

(d)   if the Defaulting Party cannot obtain or maintain, or does not comply with, any necessary authorisations, recognitions, licenses or registrations for the performance of its duties and obligations hereunder.

31.4   The Group may terminate these Terms and your Account forthwith by notice in writing to you:

(a)   if you refuse to be audited as prescribed under Clause 33of these Terms, or intentionally avoids its obligation to be audited; or

(b)   if you fail to notify the Group in relation to an investigation pursuant to Clause 32 of these Terms.

31.5   You may terminate these Terms forthwith by choosing to terminate the Account and cease your participation in the Affiliate Program (including any Campaigns) on the App and/or Site.

31.6   Upon termination of these Terms and your Account:

(a)   you shall not be entitled to be paid any Rebates by the Group under these Terms from the date of termination; and

(b)   you shall promptly return to the Group, erase or destroy (with proof of erasure or destruction to be provided to the Group) any copies of the promotional and other materials provided by the Group to you pursuant to these Terms then in its possession, custody or control (but excluding any such materials which are publicly available or are required to be kept for legal, regulatory or internal compliance or audit purposes); and

(c)   any accrued rights or liabilities of a party shall not be affected.

31.7   Any Clause intended to survive the termination of these Terms shall so survive the termination of these Terms.

32.   NOTIFICATION

32.1   If you are aware that it is being investigated by a regulatory authority, or have reason to be aware that such an investigation is about to take place, then it must inform the Group immediately without delay. Failure to do so may result in immediate termination of these Terms by the Group immediately upon written notice provided.

33.   AUDIT

33.1   The Group at its own expense, will be entitled to retain a reputable, independent certified public accounting firm or other reputable auditing firm ("Auditor") reasonably acceptable to you solely for the purpose of auditing, at a mutually agreed upon time during normal business hours, your potential violation of AML/CTF regime as prescribed by the Applicable Laws, IT security breach or personal data compromise. The Groupshall provide a written report justifying the necessity to audit you. The Auditor shall only conduct an audit of your system, facilities, policies and procedures pertaining to the matters in question listed above and shall provide a written report that summarizes their findings. You shall be required to address any violations found in the report within the period reasonably established by the Group or the Auditor. As a prerequisite conditions for the performance of the audit, the Group shall be required to procure that the Auditor first enters into a binding non-disclosure agreement with you in a form acceptable to you (with your approval not to be unreasonably withheld or delayed), which shall include inter alia the restriction not to make or retain any copies of any documents or files without your prior written consent. The cost of the audit shall be borne by the Group unless a material violation by you is determined to exist.

Schedule 1
Promotion, Marketing and Materials

You undertake to:

1.1   introduce prospective clients to the Group with your Campaign and Functions under the Affiliate Program subject to these Terms and all Applicable Laws;

1.2   not make any representation to any party regarding the nature of the Services of the Group or otherwise fails to correspond to information published by the Group or which youhas been authorized to release by the Group;

1.3   inform prospective clients of the referral and payment arrangements set out in these Terms and obtain such consents from, and provide such all documents to, the prospective clients as may be necessary for you to perform the Referrer Obligations under these Terms or as required by Applicable Laws or any relevant regulatory or governing authority;

1.4   not provide any information and/or materials provided by the Group for the purpose of you performing its obligations under these Terms and for your use only to any prospective clients or Referrals without the Group’s prior consent, and to only do so without making any modifications, alterations, removals or tampering, including for any co-branding amendments, except with the prior consent of the Group;

1.5   use any information and/or materials provided by the Group solely for the purposes of performing these Terms and for defense in any legal action or regulatory inquiries or actions and for no other purpose;

1.6   not provide, in any manner (including orally), any promotional material or product specific information in respect of the Group and its Services to any prospective clients/ Referrals, or (if applicable) be in breach of the marketing requirements under Applicable Laws;

1.7   not make any representations with respect to the Group and its Services that are not consistent with the information provided by the Group;

1.8   not make any modifications to, or alter, remove or tamper with, the documents or Functions provided by the Group to you for the purpose of these Terms, unless prior written approval has been obtained from the Group;

1.9   not use confidential information obtained from the Group pursuant to these Terms in connection with the performance by you of services for other customers and you will not furnish any such information to any such customer;

1.10   not introduce any prospective clients that are, to your best knowledge, of objectionable reputation and creditworthiness or whom you have or should have reasonable doubts from an AML/ CTF perspective or where the acceptance of such prospective client(s) for Registration by the Group may cause or potentially cause the Group to be in violation of any Applicable Laws including but not limited to AML/ CTF laws, rules or regulations;

1.11   take all reasonable steps to ensure that you, your employees, agents and representatives, do not hold themselves out, or engage in conduct which is likely to have the effect of holding themselves out as an agent, employee or representative of the Group or any of the Group’s affiliates;

1.12   have in place effective control, guidelines and means of monitoring conduct of frontline staffs, agents and representatives;

1.13   in soliciting client relationships for the Group, work closely with and report your activities relevant to these Terms to the Group on a timely basis. You agree to keep the Group informed within reasonable time of all matters relevant to your services and obligations under these Terms and any issues which might affect your ability to perform them;

1.14   use the RedotPay Trademarks and any other intellectual properties only for the purpose of these Terms, subject to any necessary consent from the Group; and

1.15   if required by the Group, use its best efforts and on a timely basis:

1.15.1  provide information of the prospective clients and/or Referrals for the purpose of onboarding to the RedotPay Account Registration;

1.15.2  liaise with the prospective clients to provide documents to satisfy the AML/CTF and KYC requirements;

1.15.3  facilitate communications between the Group and the prospective clients and/or Referrals;

1.15.4  assist the Group in solving client queries; and

1.15.5  assist with any other matter as may be reasonably requested by the Group from time to time.