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Terms of Use

Last Updated: May, 2021

These Terms of Use (the “Terms”) form a binding agreement between Shimbo.io (“Website”, “Shimbo” “we”, “us” and “our”), any related applications associated therewith and the Partner. By earning as a Partner, you (“Partner”, “you”, “your”) accept and confirm your obligation to abide by such terms and conditions and/or any amendments thereto. If you do not agree to any term of these Terms, you are required not to use, or access to Shimbo service. We reserve the right to update and change these Terms from time to time without notice.

Definitions

  1. "Shimbo Services" refers to the partnership format offered on the Website by Shimbo.
  2. "Partner," "you," "your," "your" refer to the individual or entity applying for and using the Shimbo Services offered on the Website in accordance with these Terms.
  3. “Partner Account” and “Account” mean the account held in the name of Partner with Shimbo.
  4. “Partner Application Form” means the form delivered by e-mail upon your registration which shall be filled out by the Partner for the purpose of verification.
  5. “Partner Website” shall refer to the Partner's website, which displays Shimbo Services and/or Tools and/or promotions.
  6. “Partner Dashboard” refers to the online location (https://shimbo.io/dashboard) through which the Partner can manage its integration with Shimbo Services and accept these Terms.
  7. “Services” refer to the Shimbo services offered on the Website for exchanging or buying crypto assets, which will be promoted by the Partner in accordance with the Terms and the material provided to the Partner by us.
  8. “Tools” shall refer to the exchange widget, exchange button, and referral link offered by Shimbo and that can be integrated into the Partner Website and enable Referrals to use the Service.
  9. “Commission” means the fee payable by Shimbo to the Partner based on Qualified Transactions made by a Referral.
  10. “Qualified Transaction” means a completed purchase of Services by a Referral referred to Shimbo via Tools.
  11. “Referral” means each new customer referred by the Partner for the purchase of Shimbo Services through the Tools. A customer who is a resident or a national of – or who applied from – any of the Restricted Locations as listed in Shimbo's Terms of Use
    (https://shimbo.io/terms-of-use) or who we reject or refuse to provide with our Services, will not be deemed a Referral under these Terms and no such Referral’s transaction will qualify the Partner to any Commission.
  12. Unless otherwise explicitly stated by these Terms, all definitions herein shall be understood, as they appear in Shimbo's Terms of Use available at:
    https://shimbo.io/terms-of-use.

Engagement

In order to use Shimbo Services the Partner must register a Shimbo account on the Website, fill out the Partner Application Form and choose the offered Tools, which setting up on the Partner's Website will allow you to lead its Referrals to the Services.

By participating in the Program, you (the Partner) represent and warrant that:

  1. You have read and understood all the provisions of these Terms;
  2. All information submitted to Shimbo, when verifying for the Shimbo Services, is truthful, accurate, and up-to-date. You will maintain the accuracy of such information;
  3. You have full legal capacity to enter into legally binding relations under the Terms;
  4. Using the Website and Shimbo Services under the Terms does not and will not conflict with any applicable legislation, provisions, regulations, licenses, permits applicable to the Partner;
  5. Using the Website and Shimbo Services does not and will not constitute any violation and/or non-fulfilment of any agreement or other instruments to which You are a party or the effect of which extends to the Partner.

The rights granted to the Partner hereunder by Shimbo are not exclusive in any manner, and nothing herein shall limit, prevent or preclude Shimbo from entering into other affiliate agreements or other agreements with other third parties and/or from granting rights to any other third party. Nothing herein shall prevent Shimbo from promoting and/or marketing its Services.

Shimbo reserves the right to take legal actions against the Partner in the event the Partner shall attempt to manipulate Shimbo and/or abuse Shimbo Services. Without limitation of the foregoing, Shimbo reserves the right to withhold, setoff and/or deduct from any Commission due to Partner hereunder in the event of such manipulation and/or abuse and may also terminate these Terms with immediate effect.

Affiliate Restrictions

You acknowledge and agree that you shall NOT:

  1. Advertise on our brand name;
  2. Engage in activities that Shimbo determines, in its sole discretion, to be harmful to its customers, employees, operations, or reputation;
  3. Design or use your platform, web site or publishing location to market Shimbo services or platform to any person whose enrollment with or use of Shimbo’s platform would violate Shimbo’s Terms of Use;
  4. Make or give any promises, representations, warranties or guarantees, and financial adviсes, whether expressed or implied to Referrals on behalf of Shimbo;
  5. Make any claims, statements or representations concerning Shimbo, its Services that are false, misleading or inconsistent with the current documentation published by Shimbo;
  6. Participate in illegal activities and services including without limitation human trafficking, child pornography, violence; financial crime; smuggling (including narcotics, weapons, drugs, tobacco, etc.); cybercrime; and corruption;
  7. Refer to Shimbo Services any Referral that engages in any obscene, pornographic, defamatory, libelous, infringing, abusive, or illegal activity, or any activity that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities;
  8. Register domain name using Shimbo’s intellectual property (including, without limitation brand name) or copy Shimbo’s website or any part of it in any form.

Commission

The Partner shall be entitled to a Commission equal to 50% of the Shimbo's revenue from all crypto-to-crypto Qualified Transactions and 50% of the Shimbo’s revenue from all fiat-to-crypto Qualified Transactions made within ninety (90) days since the first Qualified Transaction has been made. We may offer exclusive conditions to selected Partners, so please contact us via [email protected].

In order to make the withdrawals, the Affiliate must pass through the verification process, which should be accepted and approved by Shimbo. Withdrawals are supported in BTC only. Minimum commission subject to payment is 0,01 BTC. The minimum amounts are set up by our system considering multiple factors (i.e. network fees) in order to process the withdrawals successfully. If the payout exceeds 1 BTC, the confirmation of such a withdrawal should be required.

The Commission shall be paid to the Partner:

  1. Upon the accumulation of а USD equivalent equal or exceeding USD 1,000, or
  2. On every three (3) months period running from the date of integrating the Tool on the Partner Website, or from the date of the last payment of Commission, regardless of its amount at the end of any such 3-month period.

Relationship

Shimbo and the Partner are independent contractors, and nothing contained herein shall be deemed to create a relationship of employment, partnership, principal and agent, or joint venture between the Parties. The Partner shall have no power or authority to make any commitments, undertakings or agreements in the name of and/or on behalf of Shimbo, whether verbal or written, and will not hold itself out as having any such power or authority.

Intellectual Property Rights; Limited License

Shimbo owns and shall retain all right, title, and interest in and to the Shimbo Services and any content and data generated through use of the Shimbo Services, including all intellectual property rights therein. These Terms do not grant the Partner any rights to Shimbo’s or its partners intellectual property.

Shimbo hereby grants the Partner a limited, non-exclusive, non-transferable, revocable license to use and display the links, the interface and any promotional material provided by the Shimbo on Partner Website in accordance with the provisions of these Terms, and exclusively during the Term. Upon termination of Partner using Shimbo Services the Partner shall cease making use of any content, data or information provided to the Partner by the Shimbo.

It is hereby clarified that in no circumstances the partner will be eligible to use sponsored ads using the Shimbo Intellectual Property without receiving the Shimbo's written consent in advance.

The provision of this section shall survive any termination of the business interaction between You and the Shimbo under these Terms, regardless of the cause of Termination.

Limitations of Liability

UNDER NO CIRCUMSTANCES WILL SHIMBO BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT OR LOSS RESULTING FROM BUSINESS INTERRUPTION, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THE PARTIES WILL NOT BE LIABLE FOR ANY DELAY, LOSS OR DAMAGE ATTRIBUTABLE TO ANY SERVICE, PRODUCT OR ACTION OF ANY THIRD PARTY. IN NO EVENT WILL THE PARTIES OR ITS PARTNERS AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE) EXCEED THE AGGREGATE REFERAL FEES PAID UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHIMBO DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE WEBSITE OR THE SERVICES, ITS USE AND THE RESULTS OF SUCH USE.

Shimbo cannot guarantee or warrant that the performance of Shimbo's Services, the links to the Website or the interface, will be uninterrupted. Shimbo shall not be liable for any error in the implementation of the links or the Tools on the Partner Website or for any malfunction of the links or the Tools.

Term and Termination

These Terms shall remain in effect for as long as You continue to use Shimbo Services, or maintain the Tools lead to the Services on your Partner Website (the “Term”). The Partner or the Shimbo may terminate the Terms at any time, with or without cause, by giving the other party notice of such termination. No Commissions shall accrue or be earned by you following the effective date of termination.

The Partner is only eligible to earn Commissions on Qualified Transactions occurring during the Term which are payable only if the related orders are not cancelled or refunded. Shimbo may withhold Partner’s final payment for a reasonable time to ensure that the correct amount is paid and to confirm that all Qualified Transactions are finalized.

You acknowledge and agree that Shimbo may terminate Services if you, your web site or your publishing location violates, as determined by Shimbo in its sole discretion, any of the aforementioned restrictions or are in breach of these Terms. Upon termination, your rights as set forth in these Terms will immediately terminate and you will immediately cease conducting all Shimbo Services activities. Shimbo also reserves the right to seek recovery of any or all Commission paid or payable to you and you hereby agree to such liability and repayment of such Commission.

We reserve the right to remove Abandoned Partner Accounts from our system. In this case, any accumulated Commissions will be forfeited. “Abandoned Partner Account” for the purposes of this provision means any Partner account whose Partner Dashboard has not been logged into for a period of three (3) years and/or has no transactions made during a period of three (3) years.

Indemnification

You agree to indemnify, defend and hold harmless the Shimbo from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) incurred by the Shimbo and resulting from: (a) any breach, non-compliance, or non-performance by you of the representations, warranties or covenants pursuant to the Terms; or (b) any claim brought against the Shimbo by any third party resulting from your operation of the Partner Website, including without limitations, with regards to infringement of third party rights or your promotion and marketing activities.

Confidentiality; Publicity

You agree to protect the confidentiality of any non-public information of a confidential or proprietary nature that you obtain in connection with using Shimbo Services (“Confidential Information”), including without limitation private data related to Referrals. You will not retain or use the Confidential Information except to the extent necessary for you to perform this Agreement, and you will not disclose Confidential Information to any third party except to your accountants, attorneys or other agents on a confidential basis, or as required by law (for example, to comply with a subpoena), provided that prior to any disclosure required by law you give advance written notice to Shimbo and allow Shimbo to object and seek protective treatment or pursue other actions regarding such Confidential Information. The foregoing obligations in this Section will survive the termination of this Agreement.

No Publicity. You may not issue a press release or otherwise refer to Shimbo in any manner in connection with using Shimbo Services or these Terms, without the prior written consent of Shimbo.

General

Force Majeure. The Shimbo shall not be liable under these Terms for non-performance caused by events or conditions beyond that party’s reasonable control, if prompt notice of such cause arising is given and all reasonable efforts to perform are made.

Severability. In the event that any part of these Terms is found to be unenforceable, the remainder will continue in effect, to the extent consistent with the intent of you and the Shimbo.
No Assignment. The Partner may not assign or otherwise transfer, in whole or in part, the rights or obligations under these Terms without the prior written consent signed by an official representative of the Shimbo.

Jurisdictional Issues. The Terms will be governed exclusively by the laws of Hong Kong regardless of conflict of law provisions. You agree that any dispute arising with respect to these Terms will be submitted and resolved exclusively by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English language. Whether the dispute is heard in arbitration or in court, you will not commence against Shimbo a class action, class arbitration or representative action or proceeding or participate in such.