SeedHunter Affiliate Program Terms and Conditions
Last Update: 11 July 2024
These SeedHunter Affiliate Program Terms and Conditions (the “Affiliate Program Terms”) govern your access to and participation in SeedHunter’s affiliate program (the “Affiliate Program”). By participating or registering to participate in the Affiliate Program or otherwise indicating your acceptance of these Affiliate Program Terms, you agree and acknowledge that you have read, accept without modifications, understood and agreed to be bound by these Affiliate Program Terms, as it is a legally binding agreement between SeedHunter Inc., a company incorporated in the Republic of Panama, having its company registration number 155748785, and the registered office address at Ricardo Arias Street, Advanced Tower, Floor 1, Office C-D, Panama City, Panama, P.O. Box 0823-03548 (“SeedHunter”, “we”, “us”) and you (the “Affiliate”, “you”). If you are participating or registering on behalf of a business, then the term “you” or “Affiliate” means such business, and you represent and warrant that you have the authority to bind that business to these Affiliate Program Terms. These Affiliate Program Terms supplement, and form part of, applicable terms of service. Please find the terms of service for KOLs here. For Clients/Sellers, the terms of service can be accessed here. For Hunters, the terms of service can be accessed here.
Please refer to our Privacy Policy for information on how we collect, use, and disclose information from our customers. You acknowledge and agree that your use of the Platform and the SeedHunter Services are subject to our Privacy Policy.
1. Definitions and Interpretations
1.1. Definitions
Unless defined otherwise in these Affiliate Program Terms, terms defined and references construed in the applicable terms of service have the same meaning and construction in these Affiliate Program Terms, except to the extent that the context requires otherwise:
“Affiliate” shall have the meaning as defined at the beginning of these Affiliate Program Terms.
“Affiliate Reward” shall have the meaning as defined in clause 10.1.
“Applicable Laws” shall mean any statutes, regulations, ordinances, codes, rules, or legal requirements that are relevant and binding within the relevant jurisdiction and context, and which are enforceable with respect to the subject matter of these Affiliate Program Terms.
“Campaign Fee” means a fee that needs to be paid by the Client to SeedHunter for the marketing campaign, payable in cryptocurrency, either USDT or USDC.
“Client” means a legal entity to whom the KOLs shall provide the marketing services.
“Client’s Tokens”means the Digital Assets that have already been issued by the Client (and which are not offered for sale to the Purchaser under the applicable terms of service and SAFT Agreement).
“Effective Date” means the date upon which these Affiliate Program Terms are agreed by you (i.e. the date on which the Affiliate accepts the Affiliate Program Terms electronically).
“Eligible Users” means individuals and legal entities, who might be interested in registering on the Platform and utilizing Platform services or any other services offered by SeedHunter and who are neither from the Excluded Jurisdictions nor the Prohibited Person, and who meet other requirements for Platform users as required by the applicable terms of service.
“Excluded Jurisdictions” means any of the following jurisdictions: The democratic People’s Republic of North Korea, Islamic Republic of Iran, Syrian Arab Republic, Myanmar, United States of America (including its territories: American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), Nigeria, the Republic of Cuba, the Crimea Region of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Sevastopol, People’s Republic of China (Mainland), Federal Democratic Republic of Nepal, People’s Democratic Republic of Algeria, Kingdom of Morocco, Plurinational State of Bolivia, Panama, Afghanistan, United Arab Emirates, and any jurisdiction in which the use of the Platform is prohibited by applicable laws or regulations or any jurisdiction which is excluded by the decision of SeedHunter. For the avoidance of any doubt, SeedHunter reserves the right to amend the list of Excluded Jurisdictions for any reason at its sole discretion or decide for whatever reason to add any jurisdiction to such list.
“Future Tokens” means certain future Digital Assets that are offered for sale by the Seller.
“Hunter” or “Purchaser”means an individual who is a user of the Platform and purchases the Future Tokens from the Seller.
“KOL” means a key opinion leader exercising his or her activity in a professional capacity and referenced on the Platform, i.e. an individual active on social networks or media and who, by virtue of his or her status, position, or media exposure, is capable of being an opinion relay influencing habits of relevant target audiences for marketing purposes.
“Marketing Campaign”means a marketing campaign managed through the Platform and designed by the Client regarding its Project and that will be executed by the KOLs.
“Prohibited Person” means any citizen or resident of, or person subject to the jurisdiction of, any Excluded Jurisdiction, or person subject to any sanctions administered or enforced by any country, government or international authority, including the European Union (“EU”), Office of Foreign Assets Control (“OFAC”), United Nations Security Council, but not limited to the above.
“Purchase Price” means the price that the Hunter shall pay in consideration for the acquisition of a certain amount of the Future Tokens from the Seller, which will be determined in a Sale and Purchase Agreement and the SAFT Agreement.
“Seller” means a legal entity, which is the issuer of the Future Tokens within its Project and which offers for sale and sells these Future Tokens to the Purchaser(s).
“Service Fee” means fees payable to the KOL for the marketing service provided.
“Token Sale Round” or “ Funding Round” means a certain period during which, the Seller aims to achieve a certain target regarding the Future Tokens sold, as specified in the Seller’s Profile.
“Token Sale Target”or“Funding Target”means a sale target objective regarding the Future Tokens sold during the Token Sale Round, as specified in the Seller’s Profile. The Token Sale Target is considered successfully met when at least 80% of the specified sale target has been achieved.
“Referral Link” shall have the meaning as defined in clause 6.1;
“User” means any individual or legal entity utilizing the Platform.
1.2. Interpretations
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Section headings do not affect the interpretation of these Affiliate Program Terms. A reference to a “person” shall include a natural person, corporate or unincorporated body (whether or not having separate legal personality), and that person's personal representatives, successors or permitted assigns.
2. Description
2.1. The Affiliate Program offers the Affiliates the opportunity to get paid commission rates, by means of inviting the Eligible Users to register on the Platform and use the SeedHunter Services, in accordance with the terms of these Affiliate Program Terms.
3. Commencement and Duration
3.1. These Affiliate Program Terms will take effect on the Effective Date. Unless expressly stated otherwise, these Affiliate Program Terms will continue until terminated by us as set forth in these Affiliate Program Terms.
4. Changes
4.1. We reserve the right to modify, supplement, or update these Affiliate Program Terms from time to time, at our sole and absolute discretion. If we make any changes to these Affiliate Program Terms, we will notify you via email or by any other means as determined by us at our sole discretion of such changes by updating these Affiliate Program Terms and updating the “Last Updated” date at the top of this document. Unless otherwise notified by us, updated Affiliate Program Terms shall be effective immediately, and your continued participation in the Affiliate Program will confirm the acceptance of such updated Terms. If you do not agree to any amended Affiliate Program Terms, you must: (a) never enter, generate, or send a Referral Link, and (b) cease your participation in the Affiliate Program by sending an email (to the address specified in section 11 below) and completing the process required by SeedHunter.
5. Eligibility
5.1. Only Users who currently have Platform Accounts may participate in the Affiliate Program. Your participation in the Affiliate Program is always entirely at SeedHunter’s discretion. You can be removed from the Affiliate Program at any time for any reason or no reason, without any liability from SeedHunter.
6. Referral Links
6.1. Under the Affiliate Program, SeedHunter may provide you with a unique referral link (the “ReferralLink”) to distribute to the Eligible Users to become new users of the Platform. You acknowledge and agree that: (a) SeedHunter has the right to limit the number of times you may use or share your Referral Link, (b) you have no ownership rights in any form over the Referral Link, and (c) SeedHunter may reclaim, deactivate, invalidate or terminate your Referral Link at any time at SeedHunter’s sole discretion.
7. Restrictions
7.1. You may invite the Eligible Users to become new users of the Platform by distributing your Referral Links directly and instructing them to input your Referral Links during the registration process. Referral Links should only be used for personal and non-commercial purposes. You must disclose that you are eligible to receive an Affiliate Reward in connection with the use of your Referral Links. The Referral Links should not be published or distributed on commercial websites, and you are prohibited from ‘spamming’ anyone with referral invitations. You acknowledge that the purpose of the Affiliate Program is to invite the Eligible Users to register to the Platform and use the SeedHunter Services. You agree to act in good faith in accordance with this intention.
7.2. No spamming. You agree that you will not ‘spam’ anyone with invitations to join the Platform. Further, you acknowledge and agree that the following activities are prohibited under these Affiliate Program Terms: (a) mass emailing, texting, or messaging the Eligible Users that you do not personally know or otherwise engaging in any other promotion that would constitute or appear to constitute unsolicited commercial email or ‘spam’, (b) use of automated systems or bots through any channel to distribute, post or respond to your Referral Link, and (c) use of scripts, programmed or automatic dialers to send invites or to communicate a Referral Link. Without limiting the foregoing, you agree to comply with all local, state, and federal laws and regulations governing your obligations under these Affiliate Program Terms, including but not limited to all Applicable Laws that govern marketing emails, including the anti-spam laws.
7.3. No misrepresentations. You agree that you will not mislead or attempt to mislead anyone in connection with the Affiliate Program, either by affirmative representation, implication, or omission. Further, you agree that you will not: (a) create fake accounts, webpages, profiles, websites, or links, (b) misrepresent your relationship with SeedHunter or any other third party, including but not limited to suggesting an affiliation or partnership exists where none exists or that context or substance of such affiliation or partnership (if it exists) is different than in reality, (c) make misleading claims about SeedHunter, including but not limited to misleading claims about the specifications, features or functionality of the Platform and the SeedHunter Services provided by SeedHunter or the Affiliate Program, (d) act in an unfair or disruptive manner, or (e) otherwise make any false or misleading statements to this way influence an invitee to use your Referral Link. Further, you agree that you will not undertake any deceptive or fraudulent methods to increase your Affiliate Rewards.
7.4. Limitations.You shall not:
a) have authority, and shall not hold itself out, as being authorised to bind SeedHunter in any way, and shall not do any act which might reasonably create the impression that you are so authorised;
b) make or enter into any contracts or commitments or incur any liability for or on behalf of SeedHunter;
c) produce any marketing material for SeedHunter or use the SeedHunter’s name, logo or trademarks on any marketing material without the prior written consent of SeedHunter or contrary to any binding SeedHunter policy on the trademark use;
d) make or give any representations, warranties or other promises, which are not contained in SeedHunter’s marketing material, without SeedHunter’s prior written consent.
7.5. Prohibited content. You agree that you will not use the SeedHunter brand in connection with: (a) disparaging or defamatory content concerning SeedHunter or third parties, involved in providing the SeedHunter Services to you; (b) offensive, abusive, intimidating or harassing content or hate speech; or (c) content that violates any Applicable Law or any legal rights of anyone else under any Applicable Law.
7.6. Creating an additional account. You agree that you will not create any additional Platform Accounts for self-inviting through multiple accounts. We check for duplicate or fake Platform Accounts, and it can be a reason for deleting you from participation in the Affiliate Program.
7.7. Sharing referral links using fake accounts. You agree that you will not create or use any fake webpages, profiles on social media, make fraudulent actions or any other prohibited unlawful actions.
7.8. You must comply with all Applicable Laws in connection with your activities under the Affiliate Program, including when referring Eligible Users to the Platform and the SeedHunter Services.
7.9. You must not directly or indirectly allow a user who is already a User of the Platform or the Services, to be one of your invitees.
7.10. You must ensure that any statements you make in connection with referring the Eligible Users to the Platform and the SeedHunter Service are (i) professional, accurate, and truthful; (ii) not misleading or deceptive in any way (for example, do not embellish the nature of your relationship with SeedHunter); and (iii) not offensive, illegal or obscene.
7.11. You agree not to engage in any electronic messaging that is prohibited by any Applicable Laws as applicable to you, illegal solicitation, or fraudulent or deceptive solicitation.
7.12. Reservation. You understand that SeedHunter is under no obligation to follow up on any referral or introduction made by you or enter into any engagement or contractual relationship (including, but not limited to rendering of any services through the Platform) with any person referred by you (even if it qualifies as Eligible User). SeedHunter retains all rights to independently, at its sole discretion, regulate its contractual relationships and terms of its services and to decide to what persons it offers and renders its services.
7.13. No representations. You understand that SeedHunter does not warrant, promise or guarantee that any particular result with regard to cooperation or engagement under these Affiliate Program Terms, including but not limited to the amount of the Affilaite Rewards you might be entitled to. You understand that the amount of the Affiliate Rewards generated by you under these Affiliate Program Terms might amount to zero, if conditions for payout of the Affililate Rewards are not satisfied in accordance with these Affiliate Program Terms, and that in such case you will not be entitled to any compensation for your efforts, reimbursement of costs or any other payments or disbursements whatsoever.
8. Responsibilities
8.1. You should inform SeedHunter if you discover that any other third party has committed fraud or other unlawful actions.
8.2. Taxes. You are solely and exclusively responsible for any taxes, social contributions, any other public charges, associated with your activities referring the Eligible Users to the Platform and the SeedHunter Services or any other engagement under our Affiliate Program (including, but not limited to receipt of the Affiliate Rewards under these Affiliate Program Terms).
8.3. You shall be solely and entirely responsible for all and any present or future taxes, including income tax, stamp tax, capital gain tax, value-added tax, other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any state, government, or governmental authority, and any tax liabilities, which arise, may arise, be imposed or applied in connection with this Affiliate Program, the Affiliate Rewards, or any transactions contemplated hereunder.
8.4. Costs. SeedHunter shall not reimburse you for any expenses incurred in connection with your activities or efforts related to referring the Eligible Users or any other activities or efforts under these Affiliate Program Rewards. All costs and expenses incurred by you in connection with your participation in the Affiliate Program shall be the sole responsibility of and paid by you. You incur those costs and expenses entirely entirety at your own risk.
9. Invitees
9.1. Any Eligible Users you refer to SeedHunter will be required to open and register a Platform Account and pass the KYC screening in order to become a User and comply with all other requirements as requested for SeedHunter users (in accordance with the applicable terms of service).
9.2. SeedHunter reserves the right to refuse any User and Platform Account for any reason or no reason. SeedHunter may refuse to continue to permit any User to use the Platform or the SeedHunter Services at any time, as described in the applicable terms of service.
10. Rewards
10.1. SeedHunter will credit your Platform Account with rewards for fees received by SeedHunter from the transactions generated by the Eligible Users who registered on the Platform through your Referral Link (each such reward to be referred to as “Affiliate Reward” in the following, and together, “Affiliate Rewards”) which shall be determined in the following way:
A. Marketing Module Affiliate Rewards
1) For every KOL you refer to SeedHunter and which qualifies as an Eligible User, you will receive 1% of the net amount of the Service Fee actually received by that KOL for each promotional service they perform. You will receive each Affiliate Reward within thirty (30) days after the referred KOL has been paid the actual Service Fee.
2) For every Client that wishes to conduct the Marketing Campaign, which you refer to SeedHunter and which qualifies as an Eligible User, you will receive 1% of the net amount of the Campaign Fee paid by the referred Client to conduct a Marketing Campaign on the Platform. You will receive each Affiliate Reward within thirty (30) days after SeedHunter has received such Campaign Fee.
B. Funding Module Affiliate Rewards
3) For every Seller that wishes to sell its Future Tokens utilizing SeedHunter services and which qualifies as an Eligible User, you will receive 1% of the net amount of the Funding Target, subject to the terms and conditions as set out in the applicable terms of service. You will receive each Affiliate Reward within thirty (30) days after SeedHunter releases the first portion of the total Purchase Price to the Seller, subject to terms and conditions as set out in the applicable terms of service.
4) For every Hunter whom you refer to SeedHunter and which qualifies as an Eligible User, you will receive 1% of the net amount of the Purchase Price paid by the referred Hunter to purchase the Future Tokens from the Seller through the Platform. You will receive each Affiliate Reward within thirty (30) days after SeedHunter releases the first portion of the total Purchase Price to the Seller, subject to the terms and conditions as set out in the applicable terms of service.
5) If you (as a Hunter) wish to purchase the Future Tokens from the Seller, you will receive 1% of the Purchase Price. You will receive each Affiliate Reward within thirty (30) days after SeedHunter releases the first portion of the total Purchase Price to the Seller, subject to the terms and conditions as set out in the applicable terms of service.
10.2. SeedHunter reserves the right to amend, modify, or change the above calculation of Affiliate Rewards at any time and in its sole discretion.
10.3. As a KOL and Hunter, you may use the Affiliate Rewards to purchase the Future Tokens from the Sellers. As a Seller/Client, you may use the Affiliate Rewards for your own future Marketing Campaigns. Alternatively, the Affiliates may request the Affiliate Rewards for a payout to their wallets. In case of payout, we deduct 5% from the total Affiliate Rewards, as a transaction fee. The payment to your wallet will be made within thirty (30) days from the date of the payout request and will be made in either USDT or USDC stablecoins (ERC20 network or any other network supported by the Platform) at our sole discretion at the spot exchange rate at the moment when the transaction is done. Please note that we do not bear any responsibility or liability for risks of exchange rate fluctuations and any such risks shall be solely borne by you. You must pass the KYC Verification Process before the Affiliate Rewards are paid out to your wallet. Failure to do so may result in us denying you the request for the payout of the Affiliate Rewards without any liability whatsoever. We shall not be responsible if we pay out the Affiliate Rewards which are sent to an incorrect wallet address provided by you, or any other issues that might arise due to incorrectly provided wallet information or other data.
10.4. Affiliate Rewards will be based upon SeedHunter’s good faith calculation and information available to SeedHunter. SeedHunter is not responsible for any Affiliate Rewards not properly being credited to that SeedHunter is not aware of, including due to computer error or other reasons.
10.5. You can check the amount of the Affiliate Rewards you receive on your Platform Account.
11. Notices
11.1. All notices and requests from you must be given to us at contact@seedhunter.com. We may give you notice to you at the email address you provided to us when registering. Notice will be deemed received and properly served on the date it is sent. In proving the service of any notice, it will be sufficient to prove in case of an e-mail, that such e-mail was sent to the specified email address of the addressee.
12. Relationship
12.1. Both you and SeedHunter are independent contractors and nothing in these Affiliate Program Terms will create any partnership, joint venture, franchise, sales representation, distribution, agency, or employment relationship between you and SeedHunter.
13. Limitation of Liability
13.1. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE PROGRAM TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE PROGRAM TERMS, IN NO EVENT SHALL SEEDHUNTER'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AFFILIATE PROGRAM, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AFFILIATE REWARDS PAID TO YOU UNDER THESE AFFILIATE PROGRAM.
13.2. In addition to the Limitation of Liability set out above, SeedHunter also assumes no liability or responsibility for and shall have no liability or responsibility for any losses directly or indirectly arising out of or relating to:
a. These Affiliate Program Terms;
b. The Affiliate Program and your participation in it;
c. Any communications you have with the Eligible Users or other Users regarding the Affiliate Program;
d. Any breach of these Affiliate Program Terms;
e. Any failure by you to comply with the Applicable Laws (including laws governing privacy or electronic messaging, disclosure laws, etc.); and
f. Any negligent or intentional acts or omissions by you.
14. Force Majeure
14.1. PLEASE NOTE WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE PROGRAM TERMS IN ANY EVENT CONSTITUTING FORCE MAJEURE CIRCUMSTANCES. Force Majeure Circumstances include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.
15. Indemnification
15.1. You agree to indemnify and hold harmless SeedHunter and its employees, representatives, agents, affiliates, and the Eligible Users against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of these Affiliate Program Terms, the Applicable Laws, regulations, and third-party rights. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by us or the Eligible Users in connection with or arising from any such claim, suit, action, or proceeding.
16. Term
16.1. SeedHunter may terminate these Affiliate Program Terms at any time, without cause or upon any breach of these Affiliate Program Terms and/or the Applicable Laws by the Affiliate. Upon termination, your rights as set forth in these Affiliate Program Terms will be terminated with immediate effect and you shall cease conducting the Affiliate Program activities.
16.2. If you violate any of the Affiliate Program Terms and/or the Applicable Laws, you can be immediately removed from the Affiliate Program and any amounts you may have received or been entitled to receive under it may be forfeited. SeedHunter reserves the right to review and investigate all Affiliate Program activities and to suspend Platform Account or modify any conditions in SeedHunter’s sole discretion. Please note that SeedHunter will have the right to cover any proven damage caused by the Affiliate Program participant's actions using their funds on the Platform. SeedHunter will also be eligible to revoke all Affiliate Program rewards for violations of these Affiliate Program Terms, and applicable terms of services.
16.3. The applicable terms of service apply in their entirety to these Affiliate Program Terms.
17. Contact us
If you have any questions relating to these Affiliate Program Terms, your rights and obligations arising from it, please contact us at info@seedhunter.com