Referral Program Agreement

Last Updated: March 20, 2019.

Welcome to CoinCards’ website for affiliates (the “Affiliates Site”), where you can manage your referral program relationship with CoinCards (“CoinCards”, “us” or similar terms).

Any person or entity that participates or attempts to participate in our referral program (the “Referral Program” and such person or entity, “you”s) must accept this Referral Program Agreement (this “Agreement”) without change. By registering for or using the Affiliates Site, you agree to this Agreement.

You acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions of this Agreement, as well as all other applicable rules or policies provided by CoinCards from time to time, and understand that you are entering into a legally binding agreement with CoinCards.  If you do not agree with the terms and conditions set forth herein, then you must not provide the referral services described herein.

1.1 To begin the enrollment process, you will complete and submit the online form at Referral Registration Page on Coincards.ca (the “Site”). The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that any online or offline property you control and use to link to the Site is unsuitable for our Program, including if it:

• Promotes sexually explicit materials;
• Promotes violence;
• Promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation, or age;
• Promotes illegal activities or contravenes applicable laws and community standards;
• Is directed to persons under 13 years of age;
• Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
• Includes “CoinCards” or variations or misspellings thereof in its domain name;
• Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
• Contains software downloads that potentially enable diversions of commission from other affiliates in our program; or
• Resembles our website or leads customers to believe you are Coincards.ca or any other affiliated business.

1.2 As a member of the Referral Program, you will have access to your own Referral Profile. Here you will be able to access your custom HTML referral link (the “Referral Link”), FAQs, Creative Assets, Settings, as well as Payouts that will describe our calculation of the commissions due to you. In order for us to accurately keep track of all guest visits via the Referral Link to the Site, you must use the Referral Link included in your Referral Profile.

1.3 We reserve the right, at any time, to review your placement and approve the use of the Referral Link and require that you change the placement or use to comply with the guidelines provided to you.

1.4 The maintenance and the updating of any online or offline property you control and use to link to the Site will be your responsibility. We may monitor any online or offline property you control and use to link to the Site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

1.5 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to any online or offline property you control. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.

1.6 When our customers click through the Referral Link to purchase an item sold, you can receive compensation for Qualifying Purchases, as defined herein (and subject to the limitations herein). In order to facilitate your advertisement of these items, we may make available to you, data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Referral Program (“Marketing Material“).

A “Qualifying Purchase” is one that we determine satisfies each of the following criteria:

• self-referrals are strictly prohibited;
• the referred customer (a “New User”) must not be a current or past member of Coincards.ca and must register an account on Coincards.ca;
• there must be a bona fide purchase by the New User of a CoinCards product for which payment is received by CoinCards, and no refund is initiated;
• the New User must reach the Site by clicking on a link or Marketing Material received by you through the Referral Program interface and not be a result of you creating spam or doing anything that would bring the Referral Program or CoinCards into any kind of disrepute. Without restricting the generality of the foregoing, you shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on Referral Link until such time as the consumer has fully exited the Site (i.e., no page from the Site or any Coincards content or branding is visible on the end-user’s screen). As used herein “Parasiteware™” and “Parasitic Marketing” shall mean an application that
  1. through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a Referral Link on a web page or email; and
  2. intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search engine.
• the New User must make the purchase within twelve (12) months of registration.

We reserve the right for any reason to refuse any New User registration or purchase transaction in our discretion, without notice or any communication to you. Payment of Referral Fees and amendments to the Referral Program are at the sole discretion of CoinCards. Under no circumstances shall CoinCards be required to provide you with any information or updates regarding the New User, except to confirm the referral.

2.1 The parties are non-exclusive independent contracting parties, and nothing in this Agreement nor anything done pursuant to this Agreement will create or be construed to create a partnership, joint venture, agency, franchise, sales representative, employment or other similar relationship between the parties. You will have no authority to make or accept any offers or representations on our or our associates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

2.2 You must comply with this Agreement to participate in the Referral Program and receive Referral Fees.

2.3 You must promptly provide us with any information that we request to verify your compliance with this Agreement.

2.4 You will immediately give us notice of any: (a) suspected or actual problems or defects with any Referral Link; or (b) complaint received by you from any person (including any New User) regarding any Referral Link or CoinCards Product.

2.5 If you violate this Agreement, or if you violate terms and conditions of any other applicable CoinCards agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all Referral Fees otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of CoinCards to recover damages in excess of this amount.

3.1 In consideration for you providing the services described herein and subject to the terms and conditions set forth herein, during the term of this Agreement you shall earn commission in accordance with Schedule “A” (“Referral Fees”). In the event of a refund provided to a New User, you acknowledge and agree that CoinCards may deduct the applicable portion of amounts from your subsequent commission payments. In the event no further commission payments are due to you, then you shall promptly submit payment to CoinCards for any refunds upon CoinCards’ request.

3.2. CoinCards shall pay you the Referral Fees within thirty (30) days after the end of the calendar month in which CoinCards receives payment from the New User.

3.3 Referral Fees payable under this Agreement are full and complete compensation for the performance of your referrals under this Agreement. Except for Referral Fees, you are not entitled to any fees, commissions or other remuneration or reimbursement arising from, connected with, or relating to this Agreement, Qualifying Purchases or any related matter. Without limiting the foregoing in this section, you are not entitled to any fees, commissions or other remuneration based on or relating to any transaction between any New User and CoinCards that is not a Qualifying Purchase, including any transaction between a New User and CoinCards that is completed more than twelve (12) months after the New User first registers on the Site using the Referral Link.

4.1 Our customers are not, by virtue of your participation in the Referral Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the Site, you will state that those customers must follow contact directions on the Site to address customer service issues.

5.1 You represent, warrant, and covenant that (a) you will participate in the Referral Program and create, maintain, and conduct yourself in accordance with this Agreement, (b) neither your participation in the Referral Program nor your creation, maintenance, or operation of your website, or other property you use, will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Referral Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Referral Program if you are the subject of Canadian sanctions or of sanctions consistent with Canadian law imposed by the government of the country where you are operating; and (f) the information you provide in connection with the Referral Program is accurate and complete at all times. You can update your information by logging into your Referral Profile on the Affiliates Site and selecting “Settings”.

5.2 We do not make any representation, warranty, or covenant regarding the amount of traffic or Referral Fees you can expect at any time in connection with the Referral Program, and we will not be liable for any actions you undertake based on your expectations.

6.1 You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on your website or any other location where CoinCards may authorize your display or other use of Marketing Material: “As a CoinCards Affiliate, I earn from qualifying purchases.” Except for this disclosure, you will not make any public communication with respect to this Agreement or your participation in the Referral Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

7.1 The term of this Agreement will begin upon your registration for or use of the Affiliates Site. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be seven (7) calendar days from the date notice is provided. You shall provide termination notice, in writing, by e-mailing us at  [email protected]. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement, (b) you otherwise fail to cure within 7 days of our notice to you, the breach about which we’ve provided you remedial notice; (c) we believe that we may face potential claims or liability in connection with your participation in the Referral Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Referral Program; (e) your participation in the Referral Program has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are associated with you or acting in concert with you for any reason, or (h) we have terminated the Referral Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a), any violation of Section 5 will be deemed a material breach of this Agreement.

7.2 Upon termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement and you will immediately (i) cease using CoinCard’s Trademarks, (ii) return all Confidential Information and information related to New Users to CoinCards, and (iii) discontinue holding yourself out as a marketer and promoter of the Referral Program.

8.1 THE REFERRAL PROGRAM, THE SITE, THE AFFILIATES SITE, ANY PRODUCTS OFFERED ON THE SITE, ANY REFERRAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MARKETIN MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE REFERRAL PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (I) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (II) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE REFERRAL PROGRAM, OR (III) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE REFERRAL PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9.1 WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS SECTION WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO YOUR USE OF THE SERVICE OFFERINGS OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, AND OUR EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING LEGAL FEES) RELATING TO (A) YOUR SITE, ANY MATERIALS THAT APPEAR ON YOUR SITE OR ELSEWHERE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE, ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE OR ELSEWHERE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT, OR (E) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

11.1 All disputes, controversies and claims between the parties arising under, out of, in connection with, or in relation to this Agreement, the subject matter of this Agreement and the resulting relationship between the parties will be referred to and finally resolved by arbitration pursuant to the National Arbitration Rules (as amended, superseded or replaced from time to time) of the ADR Institute of Canada Inc. (the “Institute”) by one (1) arbitrator appointed in accordance with those rules, to the extent that the rules do not conflict with this section. The arbitration will be private and confidential, and will be administered by the Institute. If the Institute is not operative, the arbitration will proceed ad hoc and be governed by the Arbitration Act (British Columbia). The place of arbitration will be Vancouver, British Columbia, and the language used in the arbitration will be the English language. Any arbitration award is final and binding and judgment on the award may be entered in any court having jurisdiction for the enforcement of the award. Notwithstanding the foregoing in this section, either party may seek preliminary or temporary injunctive relief and other remedies from the courts of British Columbia sitting in Vancouver to avoid irreparable harm or to preserve the status quo, and the parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all of those matters and any other matter that is not properly subject to arbitration pursuant to this section.

12.1 As an independent contractor, you are responsible for making any and all payments and remittances that may be required for GST, or under the Income Tax Act (Canada), the Employment Insurance Act (Canada), the Canada Pension Plan Act (Canada), the Income Tax Act (BC), the Workers’ Compensation Act (BC), the Employment Standards Act (BC) or any other similar statute of Canada or a province of territory thereof, in connection with this Agreement and the Referral Program. You agree that such remittances will be made in strict accordance with its statutory obligations.

12.2 Without limiting the generality of this section, you agree to indemnify and save harmless, us, our officers, directors, servants, contractors and agents from: (A) any and all liability for any tax, assessment, penalty, interest, wages, or any other amount of any kind whatsoever, arising under one or more of the Income Tax Act (Canada), the Employment Insurance Act (Canada), the Canada Pension Plan Act (Canada), the Income Tax Act (BC), the Workers’ Compensation Act (BC), the Employment Standards Act (BC) or any other similar statute of Canada or a province or territory thereof that may arise in connection with this Agreement; and (B) any and all costs, charges, legal fees and expenses reasonably incurred by us in connection with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any such alleged liability.

13.1 During the term of this Agreement, CoinCards hereby grants to you a non-transferable, non-exclusive, limited license to use CoinCards’ (a) name, logos and/or trademarks (collectively, the “CoinCards Marks”) and (b) Marketing Materials in accordance with this Agreement solely in relation to the performance of the services described herein.  Your use of the CoinCards Marks and Marketing Materials shall be in accordance with CoinCards’ policies and procedures established from time to time. You shall not (i) attach any other trademark, logo and/or trade designation to the Referral Program unless expressly agreed in writing by CoinCards and/or (ii) do and/or cause to be done any act and/or anything contesting and/or in any way impairing and/or reducing CoinCards’ right, title and interest in the CoinCards Marks and/or Marketing Materials.  CoinCards has the right to discontinue and/or alter the form, shape and/or artwork of the CoinCards Marks and/or content of the Marketing Materials. You acknowledge that your use of the CoinCards Marks and/or content of the Marketing Materials shall not create any right, title and interest, in or to the CoinCards Marks and/or content of the Marketing Materials and all such uses inure to the benefit of CoinCards. CoinCards reserves the right at any time to review your use of the CoinCards Marks and/or content of the Marketing Materials to determine if such use is in compliance with this Agreement and CoinCards’ Trademark Usage Guidelines. In the event CoinCards desires to include your information on its Affiliates Site, at any time during the term of this Agreement, you hereby grant to CoinCards a non-transferable, non-exclusive, limited license to use the logos and/or trademarks provided by you.

13.2 The CoinCards’ Trademark Usage Guidelines (which can be found at on the Site), is incorporated here by reference, as updated from time to time by CoinCards at its sole discretion. CoinCards may revoke this license at any time by giving you written notice (including via e-mail). A list of certain CoinCards Marks is included in the Guidelines.

13.3 All intellectual property rights (such as, but not limited to, trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in CoinCards Marks and related content and technology around the world (“CoinCards IP Rights”) are and will remain the exclusive property of CoinCards and its subsidiary or parent companies. The License granted by CoinCards to you under this section is granted solely under the terms of this Agreement and in furtherance of its objectives. Your right to use the CoinCards Marks is at the discretion of CoinCards and is subject to your compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. You agree to (a) not use any CoinCards IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any CoinCards IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any CoinCards IP Rights; (d) promptly notify CoinCards of any unauthorized use of any CoinCards IP Rights of which you have actual knowledge; and (e) always use the CoinCards Marks and any other CoinCards IP Rights in compliance with the Guidelines. CoinCards may perform periodic reviews of any Service Offerings presented by you, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Service Offerings presented by you.

14.1 We may send you emails relating to the Referral Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your website and users of your website that we obtain in connection with your display of Referral Links and Service Offerings (for example, that a particular CoinCards customer clicked through a Referral Link from your website before buying a product on the CoinCards Site), (b) review, monitor, crawl, and otherwise investigate your website to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Service Offerings displayed on your website as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant CoinCards Privacy Policy on the Site.

14.2 You acknowledge and agree that you shall comply with all applicable privacy laws and have read and agree to CoinCards’ Privacy Policy at https://coincards.com/ca/privacy-policy/ which shall be incorporated herein by reference and may be changed from time to time in our sole and absolute discretion.

14.3 You acknowledge and agree that (a) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (b) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.

14.4 You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

14.5 In the event of any conflict between this Agreement and any relevant notice or policy on our website, this Agreement will control. This Agreement is the entire agreement between you and us regarding the Referral Program and supersedes all prior agreements and discussions.

14.6 Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.

14.7 Any information relating to CoinCards or any of its business partners that we provide or make accessible to you in connection with the Referral Program that is not known to the general public or that reasonably should be considered to be confidential is CoinCards’ “Confidential Information” and will remain CoinCards’ exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your associates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.

14.8 We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, or revised Agreement on the Affiliates Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Referral Profiles. The effective date of such change will be the date specified, which unless otherwise indicated, will be no less than seven (7) calendar days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE REFERRAL PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THIS AGREEMENT.

14.9 Notwithstanding any other provision of this Agreement, a party will not be liable for any delay in performing or failure to perform any of the party’s obligations under this Agreement if and to the extent performance is delayed or prevented due to a cause beyond the party’s reasonable control; and any delay or failure of that kind will not be a breach of this Agreement and the time for performance of the affected obligations will be extended by a period that is reasonable in the circumstances.

14.10 If you or any of your personnel give CoinCards any feedback (including ideas or suggestions for enhancements or improvements) about the Referral Program, any CoinCards IP Rights or the Affiliates Site, then CoinCards and its successors, assigns and licensees may use and commercialize the feedback without providing any compensation to you or any other person.

14.11 In case any section in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted as to the jurisdiction involved only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.

14.12 This Agreement constitutes the entire agreement between the parties and the provisions of this Agreement shall supersede all prior agreements, understandings, negotiations and discussions relating to the subject matter hereof, whether written or oral, express or implied.