Terms and Conditions for the Afffiliate Program
THIS AGREEMENT FOR THE AFFILIATE PROGRAM: IMPORTANT – PLEASE READ THESE TERMS AND CONDITIONS (""TERMS"") CAREFULLY BEFORE PROCEEDING TO USE OUR SERVICES, AS YOUR AGREEMENT TO THEM CONSTITUTES A LEGALLY BINDING AGREEMENT. IT IS YOUR SOLE RESPONSIBILITY TO PERIODICALLY REVIEW THIS AGREEMENT. YOUR CONTINUED USE OF THE AFFILIATE PROGRAM CONSTITUTES YOUR ONGOING ACCEPTANCE OF THE TERMS CONTAINED HEREIN.
1. Introduction
1.1 By completing the registration process for an Account with us or by accessing or using any of our Services, you represent that you have read and understood, and you agree to be legally bound by: (a) these Terms of Service (including Part A. AFFILIATE PROGRAM ); and (b) our Privacy Policy. Together, these constitute a legally binding contract between you and us governing your access to and use of the Services. If you do not agree, you must cease using the Services immediately.
1.2 This Affiliate Program Agreement is entered into between you and RAYS CAPITAL PTE. LTD., a fintech company incorporated in Singapore, and/or its affiliates, as applicable (together, The "Company," "we," "us," or "our").
1.3 In the event of any inconsistency between: (i) the English version of these Terms and any translation thereof, the English version shall prevail; and (ii) any specific terms applicable to a Service and any other provisions of these Terms, the specific terms shall prevail, except in the case of an obvious error.
2. The Affiliate Program
2.1 By opening an Account with us in relation to the Affiliate Program, you agree to become an affiliate under this Agreement, and we engage you as such. The Affiliate Program encompasses various activities, including but not limited to:
- Maintaining an Account with the Company.
- Launching marketing campaigns for our Services through your Social Media Channels.
- Using our Trademarks in accordance with the Company’s Trademark Usage Guidelines for Campaigns.
- Engaging in any other services related to the Affiliate Program as mutually agreed from time to time.
2.2 The Company reserves the right to modify, suspend, or terminate the Affiliate Program, or any of its features, components, or content, at any time and for any reason, without prior notice or liability. The Company makes no guarantee that specific services, features, components, or content will always be available.
2.3 Participation in the Affiliate Program requires you to open and maintain an Account with us in good standing and comply with these Terms. We reserve the right, in our sole discretion, to refuse, suspend, or terminate your application or participation in the Affiliate Program at any time if:
- You provide incorrect, incomplete, or misleading information, or make a misrepresentation;
- You fail to provide requested documents or information, or fail to satisfy our preconditions or eligibility criteria;
- We determine or reasonably suspect your participation results in, or facilitates, a violation or evasion of applicable laws (including Anti-Money Laundering/Counter-Terrorism Financing [AML/CTF] requirements);
- We determine or reasonably suspect your participation requires us to operate in restricted or sanctioned jurisdictions; or
- We determine or reasonably suspect your participation associates us with a Proscribed Person or Proscribed Address (as may be defined by us or applicable regulations).
3. Onboarding
3.1 You shall open an Account in your name or otherwise in respect of yourself. To open and maintain an Account with us and participate in the Affiliate Program, you must complete the applicable application as requested by us. The information you provide must be complete, accurate, and up-to-date. We reserve the right, at any time, to request any documentation we deem necessary to verify your identity and location.
3.2 We have sole discretion over the opening, operation, and closure of your Account. Without limiting the provisions of these Terms, we may, at any time and without liability:
- modify, suspend, or close your Account;
- define or alter the scope of the Affiliate Program; and/or
- impose restrictions, conditions, or limits on your Account.
3.3 Each Account is created and managed by us exclusively for participation in the Affiliate Program.
3.4 By registering an Account to take part in the Affiliate Program, you represent and warrant that:
- You have read, understood, and agreed to our Privacy Notice, which is published on our website.
- You are of legal age, as required by all relevant applicable Laws, to participate in the Affiliate Program and undertake the activities described in these Terms.
- You have the necessary legal rights, power, and authority to enter into and comply with these Terms.
- You are the rightful and authorized user of the Enabled Device.
- You acknowledge, understand, and accept all risks involved in participating in the Affiliate Program.
- You are acting under your true identity and are not misrepresenting yourself, using an alias, or concealing your true identity.
3.5 You agree to provide us with all information and/or documents that we may reasonably request from time to time, including but not limited to those required for compliance with applicable Law and AML/CTF regulations. You agree to comply with all requests from us or our authorized third-party service providers related to your participation in the Affiliate Program. This includes, but is not limited to:
- Verifying your identity.
- Authenticating your funding sources.
- Validating your transactions.
We may require additional information and/or documentation to confirm your identity, such as proof of phone number ownership, payment instrument verification, or cross-referencing your details with third-party databases or other sources.
3.6 We reserve the right, in our sole discretion, to:
- Refuse your application for the Affiliate Program.
- Suspend, terminate, or limit your participation.
- Change the eligibility criteria for registration at any time.
We may, in a confidential manner, verify the information you provide to us or obtain additional information about you, either directly or through secure third-party databases. By agreeing to these Terms, you consent to such verifications being conducted by us or on our behalf by a third party.
3.7 You are responsible for ensuring that any information you provide to us or our third-party service providers remains accurate and up to date at all times. If we determine that your information is outdated or incorrect, we may reach out to you for updates or require you to undergo the verification process again. Failure to complete any step of the registration process may result in restrictions on your participation in the Affiliate Program.
3.8 You must keep your Account details strictly confidential and refrain from sharing any related information except when absolutely necessary. You are responsible for taking all necessary precautions to maintain the security and confidentiality of your Account information. We shall not be liable for any unauthorized transactions resulting from your failure to safeguard your Account information.
3.9 We take security very seriously and employ state-of-the-art security measures to ensure that your information remains secure. If you are aware of anyone or any entity misusing the Services, please contact us immediately through our support channels. Similarly, if you receive any emails purporting to be from us which you suspect may be phishing (fake) emails.
4. License Grant
4.1 Our website (the "Site") may provide you with access to various functionalities, which may be modified or updated by us from time to time without prior notice.
4.2 Subject to your continued compliance with these Terms, we grant you a limited, non-exclusive, non-transferable license to use the Site, along with any related documentation, solely for your internal business purposes in connection with the Affiliate Program. All other rights not expressly granted herein are reserved by us.
4.3 Certain software components used in the Site may be licensed under open-source or other third-party licenses. Your use of such components shall be governed by the terms and conditions of those respective licenses, to the extent that they conflict with these Terms.
4.4 You acknowledge and agree that maintaining your Account and participating in the Affiliate Program are always contingent upon your adherence to these Terms and any other applicable conditions.
5. Your Device
5.1 You acknowledge and agree that you are solely responsible, at your own cost, for:
- Obtaining all necessary hardware, software, and communication services required to use the Site;
- Installing antivirus or other security software on your Enabled Device to mitigate security risks; and
- Promptly applying updates and patches for the Site and your Enabled Device, all in accordance with these Terms.
5.2 You are solely responsible for any access to and use of the Site, as well as for participation in the Affiliate Program through your Enabled Device, regardless of whether such access occurs with or without your knowledge, authorization, or consent. Without prejudice to the foregoing or any other provisions of these Terms, we shall not be liable for any loss or damage arising from such use.
5.3 If you discover that your Enabled Device is lost, stolen, or has been accessed or used in an unauthorized manner, you shall notify us immediately by contacting [ affiliate@rc-wallet.io ]. Additionally, if your Enabled Device has been accessed or used without authorization, you should reset its password as soon as possible.
6. Commission
6.1 Your participation in the Affiliate Program may entitle you to receive certain Commissions, which, if applicable, may be credited to the wallet you have provided. The applicable Commission rates payable to you are displayed on the Site. We reserve the sole discretion to adjust or update the Commission rates from time to time.
6.2 All applicable commissions payable to you shall be exclusive of any applicable taxes.
7. Prohibited Activities
7.1 Without limiting the foregoing, you shall not, whether knowingly or unknowingly, permit, enable, or assist any other party in engaging in the following actions while participating in the Affiliate Program or using the Site:
- Engage in any spamming activities, including but not limited to sending unsolicited emails or messages;
- Engage in illegal or unethical activities, including but not limited to money laundering, terrorism financing, or fraudulent actions;
- Upload content containing viruses, malicious code, or any material that is unlawful or inappropriate;
- Modify, adapt, reverse engineer, decompile, or disassemble the Site or any part thereof;
- Use the Site in a manner that could harm, disable, disrupt, or compromise the Site or Affiliate Program, including their systems, security, or any related computer infrastructure, interfere with other users, or damage our reputation or that of our affiliates;
- Engage in any activities deemed inappropriate by us or in violation of any applicable laws; or
- Exhibit abusive, threatening, or violent behavior or language toward our staff.
8. Data Protection
8.1 By using the Services, you confirm that you have read and understood our Privacy Policy and consent to our collection, use, disclosure, and internal sharing of your Personal Data. You also agree that such Personal Data may be disclosed to us, our authorized service providers, and relevant third parties as necessary to facilitate and administer your use of the Services.
9. Security and Access
9.1 We are not responsible for the security of your computer, internet connection, or any software you utilize. Maintaining the confidentiality and security of your account credentials, passwords, login information, and two-factor authentication (2FA) data is your exclusive responsibility. You are required to safeguard your email account, mobile device, and any other tools or devices used to access your account or authorize transactions. We do not provide security for these tools or devices and shall not be held liable should they be compromised, lost, or stolen, leading to unauthorized or illegal access to your account.
9.2 In the event of unauthorized access to your account resulting in financial losses, we are not obligated to reimburse you. You must personally refer to the competent authorities.
9.3 You are solely accountable for ensuring the confidentiality of your account details, including your unique login ID and password, and for all activities conducted under your account. We strongly advise against sharing your account information with anyone. Create a strong, complex password, change it regularly, and always log out of your account when you have finished using it.
9.4 You hereby agree to indemnify and hold harmless us, our directors, officers, employees, agents, and assigns from and against any claim, cause of action, suit, liability, and loss or damage arising as a result of or in connection with the use of your account and transactions made with it in the following instances:
- Disruption, failure, or delay due to circumstances beyond our control, including but not limited to power outages, system errors, natural disasters, governmental actions, and third-party vendor delays;
- Fraudulent or unauthorized use of your account due to security breaches with or without your participation; or
- Inaccurate, incomplete, or delayed information received due to disruptions in communication facilities or electronic devices used for your account.
9.5 Our records relating to your participation in the Affiliate Program, including but not limited to electronic records, shall be deemed accurate and authentic and shall be admissible as evidence in any dispute. You agree that such records shall constitute conclusive proof of the facts recorded therein.
9.6 By using your Account or participating in the Affiliate Program, you consent to receive any notices or communications related to your participation in the Affiliate Program from us, our affiliates, third-party service providers, contractors, or subcontractors through electronic means, including email to the address you have provided, SMS or phone call to the number you have provided, or posting on the Site. Notices sent via email shall be deemed received on the date they are transmitted.
9.7 We prefer receiving notices to us at [ affiliate@rc-wallet.io ] electronically through our support system.
10. Suspension, Restriction Or Termination
10.1 We may, at our sole and absolute discretion, terminate, suspend, or restrict your Account usage and participation in the Affiliate Program at any time, without prior notice. This includes freezing or closing your Account and refusing to process any withdrawal of Commissions. Such actions may be taken for various reasons (each referred to as an "Event of Default"), including but not limited to:
- Any violation by you of these Terms or other applicable terms incorporated herein;
- If necessary for us to comply with applicable Laws, regulations, court orders, or binding requests from competent authorities;
- Suspicion that any transaction associated with your Account or Affiliate Program participation is linked to unlawful activities, such as money laundering, terrorism financing, or fraud;
- Findings from our internal risk monitoring policies suggesting activity inconsistent with expected user behavior or posing an unacceptable risk;
- Your insolvency, commencement of insolvency proceedings, or entering into any assignment, arrangement, or composition with your creditors;
- Your engagement in fraudulent, dishonest, or deceptive activities;
- Enforcement actions, judgments, expropriation, compulsory acquisition, or similar legal measures are taken against you or your Account;
- Your conviction of a tax-related or other criminal offense in any jurisdiction;
- Irregular, improper, or abusive use of your Account or participation in the Affiliate Program, as determined in our reasonable discretion;
- Any event or circumstance that, in our judgment, may materially adversely affect your ability or willingness to comply with your obligations under these Terms; or
- Your breach of any other agreement you have with us, or the occurrence of any event defined as an event of default under such other agreements.
10.2 To process your request for the Account Termination, we may require you to submit a photo identification document and other relevant details for verification purposes, ensuring compliance with applicable Laws.
10.3 Any refund or release of your remaining Account balance must be claimed and accepted by you within 3 years of its issuance by the Company. If not claimed within this period, we reserve the right to forfeit the remaining balance of the Account without any prior notice.
10.4 You may be charged a fee for the refund, withdrawal, or release of your Account balance to cover the costs incurred by us.
11. Liability and Indemnification
11.1 Except as expressly stated in these Terms and to the maximum extent permitted by law, we disclaim all warranties and representations, whether express or implied, made to you. This includes, but is not limited to, warranties of quality, suitability, merchantability, or fitness for a particular purpose. Our liability for any warranties or representations that cannot be excluded is limited, at our discretion, to either: (i) re-supplying, replacing, or repairing the affected part of the Affiliate Program, or (ii) covering the cost of re-supply, replacement, or repair of the affected part of the Affiliate Program.
11.2 Notwithstanding any provision in these Terms, to the fullest extent permitted by law, we and our representatives shall not be liable for any loss, damage, or claims resulting from:
- Unforeseeable or extraordinary events beyond our reasonable control, including but not limited to force majeure, war, civil unrest, natural disasters, strikes, government actions, or disruptions in transportation and communication;
- Any delay, suspension, discontinuation, or failure of the Site, or Affiliate Program;
- Rejection of your participation in the Affiliate Program or refusal to process transactions or withdrawals for any reason;
- Inability to complete referrals due to system maintenance, outages, or technical failures;
- Unauthorized or authorized use of your Enabled Device and Affiliate Program by third parties, including theft or loss of your Enabled Device;
- Our compliance with applicable laws, court orders, or network rules;
- Any lost profits, lost revenue, lost business opportunities, or other special, incidental, indirect, punitive, or consequential damages, whether foreseeable or unforeseeable, even if we have been advised of the possibility of such damages.
11.3 We shall not be liable for any fault or failure on the part of any third-party service providers engaged or instructed by us. In such cases, our liability shall be limited to exercising reasonable care in the selection, appointment, and instruction of such third-party service providers. However, we shall not be responsible for any actions or faults of subcontractors or other third parties that such third-party service providers may engage.
11.4 Nothing in these Terms shall operate to limit or exclude any liability for fraud, death, or personal injury resulting from negligence.
11.5 You agree to indemnify and hold harmless us, our affiliates, third-party service providers, and their respective officers, directors, agents, joint venturers, employees, and representatives against any claim or demand (including reasonable attorneys' fees, fines, fees, or penalties imposed by any regulatory authority) arising out of or related to:
- Your breach of these Terms;
- Your use of the Site or your participation in the Affiliate Program;
- Your violation of any applicable law, rule, or regulation, or the rights of any third party;
- Any transactions resulting from your willful misconduct, fraud, gross negligence, or breach of these Terms.
12. Amendment and Updates to Terms
12.1 We may update or amend these Terms, and will post updates on the Site, effective immediately upon posting. Check the Site regularly for changes. We may also change Site features anytime without notice. Continuing to use the Site and the Affiliate Program after updates means you accept the changes. If you disagree with changes, stop using the Site and Program immediately.
13. Transferability and Assignment
13.1 These Terms, along with any rights and licenses granted under them, are exclusive to you and cannot be transferred or assigned by you. However, we may assign them freely, including, but not limited to, transfers to our affiliates, subsidiaries, or any successor entity related to the Affiliate Program. Any attempted transfer or assignment by you in violation of this provision shall be deemed invalid and unenforceable.
14. Severability
14.1 If any provision of these Terms is found to be invalid or unenforceable by a court or other competent authority, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions of these Terms. The unaffected provisions will remain in full force and effect. The invalid or unenforceable provision will be modified and interpreted to reflect the original intent of the provision to the fullest extent permitted by applicable laws.
15. Entire Agreement
15.1 These Terms constitute the complete and final agreement, superseding all prior communications. We rely solely on the terms expressly stated herein, and the English language governs these Terms and all related communications. In case of any conflict, these Terms take precedence over any Affiliate Program Content.
16. Waiver
16.1 No failure or delay on our part in exercising any right or power granted under this Agreement shall operate as a waiver of that right or power, nor shall any partial or single exercise of any such right or power preclude the exercise of any other rights or powers provided herein. Furthermore, no waiver by us of any of our rights or powers under this Agreement shall be valid unless expressly made in writing and signed by our duly authorized representative.
17. Jurisdiction and Arbitration
17.1 These Terms shall be governed by and construed in accordance with the laws of Singapore. Unless otherwise specified, any dispute, controversy, difference, or claim arising out of or in connection with these Terms, including but not limited to their existence, validity, interpretation, performance, breach, or termination, as well as any dispute regarding non-contractual obligations arising out of or in connection with these Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC).
Part A. Affiliate Program
18. Intellectual Property Rights
18.1 As a Referrer engaged by us in connection with the Services, you are
hereby granted a non-exclusive, non-transferable, non-sublicensable, and revocable license
(the "License") to copy, display, use, or integrate the Function into your Social Media
Channels for the sole purpose of enabling Referrals to access the Function for Registration.
18.2 You are permitted to use the Function, the Affiliate Program, and all
related information, graphics, text, visual interfaces, trademarks, logos, artwork,
features, and functionalities (collectively, the "Content"), as well as the Function’s
source code, strictly in accordance with these Terms. Any use of the Function, Content, or
source code for purposes beyond those specified herein is expressly prohibited. For the
purposes of these Terms, "source code" refers to statements written in a programming
language that, when processed by a compiler, assembler, or interpreter, become executable by
a computer. This definition includes, but is not limited to, comments, notes, flowcharts,
decision tables, argument lists, and any other human-readable references concerning its
operation, purpose, compilation, assembly, or interpretation.
You must not:
- 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, except as expressly permitted by a mutual written
agreement between the Parties;
- Disable, tamper with, or otherwise interfere with any component of the Function;
- Disrupt or impair the proper functionality, operation, or performance of the Function,
servers, or networks connected to the Function, including but not limited to introducing
worms, viruses, spyware, malware, or any other destructive or harmful software;
- Bypass, circumvent, or otherwise interfere with the ordinary navigational structure,
technical delivery systems, or intended display of the Function;
- Integrate, embed, or place the Function on websites or other resources that contain
offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic,
gambling-related, or otherwise inappropriate content;
- Use the Function or the Content for any enterprise, commercial, personal, or other
purposes beyond the scope of the granted License;
- Disclose or share with third parties any results of performance, functional, or other
evaluations related to the Function;
- Utilize the Function in any manner that violates applicable Laws; or
- Authorize, assist, encourage, or enable any third party to engage in any of the
above-prohibited actions.
18.3 We retain exclusive ownership of the Function, including its usage and
content, as well as all associated copyrights, trademarks, patents, trade secrets, and other
intellectual property rights related to the Services, the Affiliate Program, and the
Function.
18.4 You acknowledge and agree that we may, at our sole discretion, modify,
enhance, or replace the Function over time, which may require you to update your integration
accordingly. We may also impose additional conditions on Function access, allow third
parties to use the Function, and introduce new functions during your participation in the
Affiliate Program. Furthermore, we reserve the right to suspend or disable access to the
Function at any time without prior notice, liability, or fault. In such cases, we will make
reasonable efforts to notify you in advance unless doing so would be unlawful or
impracticable.
18.5 We provide the Services and the Function on an "as is" and "as
available" basis, without any express or implied warranties. We disclaim all representations
and warranties to you, your Referrals, or any other party, including but not limited to
warranties of quality, suitability, or fitness for a particular purpose regarding any
service provided under these Terms. Notwithstanding anything to the contrary in these Terms,
we, including our directors, officers, employees, agents, and subcontractors, shall not be
liable under any legal theory—whether tort, contract, strict liability, or otherwise—for any
lost profits, lost revenues, lost business opportunities, or any exemplary, punitive,
special, incidental, indirect, or consequential damages, all of which are expressly excluded
under these Terms, regardless of foreseeability or prior notice of such damages.
Furthermore, we do not guarantee that our services will be continuously available,
accessible, uninterrupted, timely, secure, accurate, complete, or error-free.
18.6 Between the parties, you shall remain the sole and exclusive owner of
all rights, titles, liabilities, and interests, including any intellectual property rights
associated with, incorporated into, or connected to the Social Media Channels, their
content, and any related software, applications, processes, or technologies. These Terms do
not transfer any ownership or liability regarding your Social Media Channels to us, nor do
they grant us any rights beyond those explicitly stated herein.
18.7 We grant you, during your participation in the Affiliate Program, a
non-transferable and non-sublicensable license to use our Trademarks (the "Trademarks") for
the promotion of the Services and your involvement in the Services under these Terms,
subject to the following conditions:
- If any of the Trademarks are modified, you shall make reasonable efforts to update
printed promotional materials in the next available print cycle and other media
materials as soon as practical upon receiving notice of such changes;
- You shall not use the Trademarks beyond the scope of this license without our prior
express approval.
18.8 We may revoke this license at any time by providing written notice to
you if you:
- Use the Trademarks beyond the authorized scope;
- Violate these Terms;
- Fail to comply with any licensing conditions;
- Negatively impact our goodwill or reputation; or
- Use the Trademarks without our consent.
18.9 Throughout your participation in the Affiliate Program, you grant us a
non-exclusive, non-transferable, and non-sublicensable license—except for the right to
sublicense to our affiliated entities—to use your trademarks and those of your affiliates
(the "Referrer Trademarks") for the purpose of promoting the Services and your participation
therein, as set forth in these Terms. However, we shall not use the Referrer Trademarks
beyond the scope of this license without obtaining your prior express written approval.
19. Referrer's Obligations
19.1 To ensure proper attribution of Referrals, you must integrate the
Function into your Social Media Channels as follows:
- You must create and register a Campaign for the Function on our Site, accurately
reflecting its integration on your Social Media Channel;
- The Function will redirect prospective clients to designated Landing Pages of us;
- Prospective clients must complete the Card Application (the "Application") on these
Landing Pages. All collected information will be submitted to us for the Application
process; or
- If the Application is approved and the prospective client becomes our client, the
application will be considered successful, and the client will be attributed as your
Referral.
19.2 Unless duly licensed, registered, authorized, or exempted by relevant
authorities in a jurisdiction, you must not engage in regulated activities there while
fulfilling your Referrer obligations. If referral activities are regulated in a
jurisdiction, we will only pay commissions if you have the necessary permissions at the time
of referral. We are not liable for costs, losses, or damages due to non-compliance with
these regulations.
19.3 The parties acknowledge and agree that nothing in these Terms shall
create an agency, partnership, or joint venture relationship between them. You shall be an
independent contractor with respect to us. You shall not be, and shall not present yourself
as, an agent, employee, or representative of us, nor shall you have the authority to bind us
or pledge our credit in any manner. Similarly, your officers, employees, and agents are not
considered to be those of us.
19.4 Subject to the terms and conditions of these Terms and in compliance
with all applicable laws, you shall make reasonable efforts to refer prospective clients to
us.
19.5 Nothing in these Terms shall prohibit us from unintentionally marketing
our services to individuals or entities with whom you may already have a relationship. No
fee shall be payable to you if such an individual or entity becomes our client without your
introduction, referral, participation, or direct assistance in identifying and establishing
that relationship through your Campaign and Functions under the Affiliate Program.
19.6 You irrevocably commit to performing your obligations under these Terms
with due care, skill, and diligence while ensuring compliance with all applicable laws. You
shall not engage in any actions that may hinder our regulatory compliance and must possess
the necessary skills, knowledge, authority, and legally required authorizations, consents,
exemptions, and licenses before undertaking any Referrer obligations or related activities.
Throughout your participation in the Affiliate Program, you must consistently adhere to all
applicable laws governing your obligations under these Terms.
19.7 You shall at all times comply with the marketing, promotion, and
selling restrictions when performing your obligations or engaging in other actions related
to these Terms.
19.8 The Referral tracking system relies on the accurate and up-to-date
Social Media Channel information you provide on the App/Site. If this information is flawed,
proper attribution and subsequent Commission issuance cannot be guaranteed.
20. Referrals And Prospective Clients
20.1 Any prospective client and/or Referral (the “Referral”) applying for
RAYS CAPITAL CARD(s) will be subject to our standard Application Procedures, which include
but are not limited to risk assessment, documentation requirements, client identity
verification, background checks, AML/CTF regulations, KYC, and other applicable standards.
Our acceptance of the Referral is contingent upon successful completion of these Application
Procedures.
20.2 You agree that we shall determine, in our sole discretion, whether to
enter into a business relationship with the Referral, whether the application for RAYS
CAPITAL CARD(s) is approved, and whether to accept or retain any Referral referred by you to
us, as well as the terms and conditions under which the Referral is accepted and retained.
We are not obliged to provide any reasons or explanations for the rejection of the Referral
or the discontinuation of a relationship with the Referral. We may also vary the terms of
the business relationship with the Referral at our sole discretion, provided that we shall
notify you of any material changes in a timely manner.
20.3 We reserve the right, but are not obligated, to suspend or terminate
our business relationship with a Referral if we determine such action is necessary,
including but not limited to cases where we suspect, become aware of, or receive notice of
any misconduct or wrongdoing on your part.
21. Compensation
21.1 In consideration for us engaging you as a referrer under the Affiliate
Program in accordance with these Terms, during your participation in the Affiliate Program
and in relation to each Campaign separately, you shall receive from us the Commissions in
USDT.
21.2 We reserve the right to change the Commission rates at any time on the
Site, with commercially reasonable notice provided in advance. We will make reasonable
efforts to give advance notice of such changes. If you continue to participate in the
Affiliate Program or any Campaign after such changes, you will be deemed to have accepted
the new Commission rates. The updated rates will apply to all your active and future
Campaigns, starting from the effective date. If you do not agree with the updated Commission
rates, you must cease your participation in the Affiliate Program and any ongoing Campaigns.
21.3 The details of the Commissions will be made available to you through a
portal and/or the Site provided by us, or through other means as agreed upon by the parties
from time to time.
21.4 Payment of the Commissions to you is provisional and may be subject to
offsets and immediate repayment by you in the event of adjustments, corrections, expenses,
and other amounts due from you, as well as losses resulting from your conduct, actions, or
omissions.
21.5 No Commissions shall be paid to you if a person or party referred to us
by you as a Referral already has RAYS CAPITAL CARD(s), if the application is unsuccessful,
if the application is not made through your Campaigns, or if the Referral is already known
to us.
21.6 You shall not be entitled to any unpaid Commissions if any payment made
by us to you becomes illegal or is prohibited by any Applicable Laws.
21.7 All Commissions payable under the Affiliate Program shall be exclusive
of any applicable taxes, including but not limited to VAT and sales tax. You shall be solely
responsible for determining, reporting, and paying any taxes or duties required under
applicable Laws in your jurisdiction. If we are required by applicable Laws to deduct or
withhold any amount from payments to you, no grossing-up will be made, and we shall not be
obliged to pay any additional sum.
21.8 You shall not be entitled to claim any interest, compensation, or other
consideration for any amounts held by us under these Terms. We shall not be obligated to
transfer to you any benefits or interest accrued on such amounts prior to their payout.
21.9 You shall bear all risks associated with loss, unavailability, and
fluctuations in the value of USDT in connection with the Commissions.
22. Personal Data
22.1 Each party operates as an independent controller and processor of the
personal data of the Referral, determining its own purposes for processing such data.
22.2 We may process and transfer Personal Data to third parties for the
purpose of providing the Services and performing the Application Procedures for
Registration. We may also transfer Personal Data to third parties in other cases as
prescribed by applicable laws.
22.3 We may process and transfer Personal Data to third parties for
commercial purposes, including but not limited to sending our own commercial proposals to
the Referral, provided that their consent has been obtained. Both parties shall process and
transfer Personal Data in compliance with applicable laws and these Terms. Any exchange of
Personal Data between the parties shall be strictly for the purposes and in the manner
prescribed by applicable laws and these Terms, and neither party shall use such data for any
other purpose. Each party shall maintain records of all Personal Data processing activities
as required by applicable laws and these Terms.
23. Termination
23.1 These Terms shall come into full force and effect upon your
participation in the Affiliate Program and shall remain effective until terminated pursuant
to this Clause 23.
23.2 Either party may terminate these Terms and the Account with immediate
effect if the other party breaches any material term of these Terms or fails to comply with
its obligations.
23.3 Either party (Notice Party) may terminate these Terms and the Account
(and accordingly, your participation in the Affiliate Program) forthwith by providing
written notice to the other party (Defaulting Party).
23.4 You may immediately terminate these Terms by closing your Account and
discontinuing your participation in the Affiliate Program (including any Campaigns) via the
Site.
23.5 Any provisions of these Terms that are intended to remain in effect
after termination shall continue to apply accordingly.
18.1 As a Referrer engaged by us in connection with the Services, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, and revocable license (the "License") to copy, display, use, or integrate the Function into your Social Media Channels for the sole purpose of enabling Referrals to access the Function for Registration.
18.2 You are permitted to use the Function, the Affiliate Program, and all related information, graphics, text, visual interfaces, trademarks, logos, artwork, features, and functionalities (collectively, the "Content"), as well as the Function’s source code, strictly in accordance with these Terms. Any use of the Function, Content, or source code for purposes beyond those specified herein is expressly prohibited. For the purposes of these Terms, "source code" refers to statements written in a programming language that, when processed by a compiler, assembler, or interpreter, become executable by a computer. This definition includes, but is not limited to, comments, notes, flowcharts, decision tables, argument lists, and any other human-readable references concerning its operation, purpose, compilation, assembly, or interpretation.
You must not:
- 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, except as expressly permitted by a mutual written agreement between the Parties;
- Disable, tamper with, or otherwise interfere with any component of the Function;
- Disrupt or impair the proper functionality, operation, or performance of the Function, servers, or networks connected to the Function, including but not limited to introducing worms, viruses, spyware, malware, or any other destructive or harmful software;
- Bypass, circumvent, or otherwise interfere with the ordinary navigational structure, technical delivery systems, or intended display of the Function;
- Integrate, embed, or place the Function on websites or other resources that contain offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, gambling-related, or otherwise inappropriate content;
- Use the Function or the Content for any enterprise, commercial, personal, or other purposes beyond the scope of the granted License;
- Disclose or share with third parties any results of performance, functional, or other evaluations related to the Function;
- Utilize the Function in any manner that violates applicable Laws; or
- Authorize, assist, encourage, or enable any third party to engage in any of the above-prohibited actions.
18.3 We retain exclusive ownership of the Function, including its usage and content, as well as all associated copyrights, trademarks, patents, trade secrets, and other intellectual property rights related to the Services, the Affiliate Program, and the Function.
18.4 You acknowledge and agree that we may, at our sole discretion, modify, enhance, or replace the Function over time, which may require you to update your integration accordingly. We may also impose additional conditions on Function access, allow third parties to use the Function, and introduce new functions during your participation in the Affiliate Program. Furthermore, we reserve the right to suspend or disable access to the Function at any time without prior notice, liability, or fault. In such cases, we will make reasonable efforts to notify you in advance unless doing so would be unlawful or impracticable.
18.5 We provide the Services and the Function on an "as is" and "as available" basis, without any express or implied warranties. We disclaim all representations and warranties to you, your Referrals, or any other party, including but not limited to warranties of quality, suitability, or fitness for a particular purpose regarding any service provided under these Terms. Notwithstanding anything to the contrary in these Terms, we, including our directors, officers, employees, agents, and subcontractors, shall not be liable under any legal theory—whether tort, contract, strict liability, or otherwise—for any lost profits, lost revenues, lost business opportunities, or any exemplary, punitive, special, incidental, indirect, or consequential damages, all of which are expressly excluded under these Terms, regardless of foreseeability or prior notice of such damages. Furthermore, we do not guarantee that our services will be continuously available, accessible, uninterrupted, timely, secure, accurate, complete, or error-free.
18.6 Between the parties, you shall remain the sole and exclusive owner of all rights, titles, liabilities, and interests, including any intellectual property rights associated with, incorporated into, or connected to the Social Media Channels, their content, and any related software, applications, processes, or technologies. These Terms do not transfer any ownership or liability regarding your Social Media Channels to us, nor do they grant us any rights beyond those explicitly stated herein.
18.7 We grant you, during your participation in the Affiliate Program, a non-transferable and non-sublicensable license to use our Trademarks (the "Trademarks") for the promotion of the Services and your involvement in the Services under these Terms, subject to the following conditions:
- If any of the Trademarks are modified, you shall make reasonable efforts to update printed promotional materials in the next available print cycle and other media materials as soon as practical upon receiving notice of such changes;
- You shall not use the Trademarks beyond the scope of this license without our prior express approval.
18.8 We may revoke this license at any time by providing written notice to you if you:
- Use the Trademarks beyond the authorized scope;
- Violate these Terms;
- Fail to comply with any licensing conditions;
- Negatively impact our goodwill or reputation; or
- Use the Trademarks without our consent.
18.9 Throughout your participation in the Affiliate Program, you grant us a non-exclusive, non-transferable, and non-sublicensable license—except for the right to sublicense to our affiliated entities—to use your trademarks and those of your affiliates (the "Referrer Trademarks") for the purpose of promoting the Services and your participation therein, as set forth in these Terms. However, we shall not use the Referrer Trademarks beyond the scope of this license without obtaining your prior express written approval.
19.1 To ensure proper attribution of Referrals, you must integrate the Function into your Social Media Channels as follows:
- You must create and register a Campaign for the Function on our Site, accurately reflecting its integration on your Social Media Channel;
- The Function will redirect prospective clients to designated Landing Pages of us;
- Prospective clients must complete the Card Application (the "Application") on these Landing Pages. All collected information will be submitted to us for the Application process; or
- If the Application is approved and the prospective client becomes our client, the application will be considered successful, and the client will be attributed as your Referral.
19.2 Unless duly licensed, registered, authorized, or exempted by relevant authorities in a jurisdiction, you must not engage in regulated activities there while fulfilling your Referrer obligations. If referral activities are regulated in a jurisdiction, we will only pay commissions if you have the necessary permissions at the time of referral. We are not liable for costs, losses, or damages due to non-compliance with these regulations.
19.3 The parties acknowledge and agree that nothing in these Terms shall create an agency, partnership, or joint venture relationship between them. You shall be an independent contractor with respect to us. You shall not be, and shall not present yourself as, an agent, employee, or representative of us, nor shall you have the authority to bind us or pledge our credit in any manner. Similarly, your officers, employees, and agents are not considered to be those of us.
19.4 Subject to the terms and conditions of these Terms and in compliance with all applicable laws, you shall make reasonable efforts to refer prospective clients to us.
19.5 Nothing in these Terms shall prohibit us from unintentionally marketing our services to individuals or entities with whom you may already have a relationship. No fee shall be payable to you if such an individual or entity becomes our client without your introduction, referral, participation, or direct assistance in identifying and establishing that relationship through your Campaign and Functions under the Affiliate Program.
19.6 You irrevocably commit to performing your obligations under these Terms with due care, skill, and diligence while ensuring compliance with all applicable laws. You shall not engage in any actions that may hinder our regulatory compliance and must possess the necessary skills, knowledge, authority, and legally required authorizations, consents, exemptions, and licenses before undertaking any Referrer obligations or related activities. Throughout your participation in the Affiliate Program, you must consistently adhere to all applicable laws governing your obligations under these Terms.
19.7 You shall at all times comply with the marketing, promotion, and selling restrictions when performing your obligations or engaging in other actions related to these Terms.
19.8 The Referral tracking system relies on the accurate and up-to-date Social Media Channel information you provide on the App/Site. If this information is flawed, proper attribution and subsequent Commission issuance cannot be guaranteed.
20. Referrals And Prospective Clients
20.1 Any prospective client and/or Referral (the “Referral”) applying for
RAYS CAPITAL CARD(s) will be subject to our standard Application Procedures, which include
but are not limited to risk assessment, documentation requirements, client identity
verification, background checks, AML/CTF regulations, KYC, and other applicable standards.
Our acceptance of the Referral is contingent upon successful completion of these Application
Procedures.
20.2 You agree that we shall determine, in our sole discretion, whether to
enter into a business relationship with the Referral, whether the application for RAYS
CAPITAL CARD(s) is approved, and whether to accept or retain any Referral referred by you to
us, as well as the terms and conditions under which the Referral is accepted and retained.
We are not obliged to provide any reasons or explanations for the rejection of the Referral
or the discontinuation of a relationship with the Referral. We may also vary the terms of
the business relationship with the Referral at our sole discretion, provided that we shall
notify you of any material changes in a timely manner.
20.3 We reserve the right, but are not obligated, to suspend or terminate
our business relationship with a Referral if we determine such action is necessary,
including but not limited to cases where we suspect, become aware of, or receive notice of
any misconduct or wrongdoing on your part.
21. Compensation
21.1 In consideration for us engaging you as a referrer under the Affiliate
Program in accordance with these Terms, during your participation in the Affiliate Program
and in relation to each Campaign separately, you shall receive from us the Commissions in
USDT.
21.2 We reserve the right to change the Commission rates at any time on the
Site, with commercially reasonable notice provided in advance. We will make reasonable
efforts to give advance notice of such changes. If you continue to participate in the
Affiliate Program or any Campaign after such changes, you will be deemed to have accepted
the new Commission rates. The updated rates will apply to all your active and future
Campaigns, starting from the effective date. If you do not agree with the updated Commission
rates, you must cease your participation in the Affiliate Program and any ongoing Campaigns.
21.3 The details of the Commissions will be made available to you through a
portal and/or the Site provided by us, or through other means as agreed upon by the parties
from time to time.
21.4 Payment of the Commissions to you is provisional and may be subject to
offsets and immediate repayment by you in the event of adjustments, corrections, expenses,
and other amounts due from you, as well as losses resulting from your conduct, actions, or
omissions.
21.5 No Commissions shall be paid to you if a person or party referred to us
by you as a Referral already has RAYS CAPITAL CARD(s), if the application is unsuccessful,
if the application is not made through your Campaigns, or if the Referral is already known
to us.
21.6 You shall not be entitled to any unpaid Commissions if any payment made
by us to you becomes illegal or is prohibited by any Applicable Laws.
21.7 All Commissions payable under the Affiliate Program shall be exclusive
of any applicable taxes, including but not limited to VAT and sales tax. You shall be solely
responsible for determining, reporting, and paying any taxes or duties required under
applicable Laws in your jurisdiction. If we are required by applicable Laws to deduct or
withhold any amount from payments to you, no grossing-up will be made, and we shall not be
obliged to pay any additional sum.
21.8 You shall not be entitled to claim any interest, compensation, or other
consideration for any amounts held by us under these Terms. We shall not be obligated to
transfer to you any benefits or interest accrued on such amounts prior to their payout.
21.9 You shall bear all risks associated with loss, unavailability, and
fluctuations in the value of USDT in connection with the Commissions.
22. Personal Data
22.1 Each party operates as an independent controller and processor of the
personal data of the Referral, determining its own purposes for processing such data.
22.2 We may process and transfer Personal Data to third parties for the
purpose of providing the Services and performing the Application Procedures for
Registration. We may also transfer Personal Data to third parties in other cases as
prescribed by applicable laws.
22.3 We may process and transfer Personal Data to third parties for
commercial purposes, including but not limited to sending our own commercial proposals to
the Referral, provided that their consent has been obtained. Both parties shall process and
transfer Personal Data in compliance with applicable laws and these Terms. Any exchange of
Personal Data between the parties shall be strictly for the purposes and in the manner
prescribed by applicable laws and these Terms, and neither party shall use such data for any
other purpose. Each party shall maintain records of all Personal Data processing activities
as required by applicable laws and these Terms.
23. Termination
23.1 These Terms shall come into full force and effect upon your
participation in the Affiliate Program and shall remain effective until terminated pursuant
to this Clause 23.
23.2 Either party may terminate these Terms and the Account with immediate
effect if the other party breaches any material term of these Terms or fails to comply with
its obligations.
23.3 Either party (Notice Party) may terminate these Terms and the Account
(and accordingly, your participation in the Affiliate Program) forthwith by providing
written notice to the other party (Defaulting Party).
23.4 You may immediately terminate these Terms by closing your Account and
discontinuing your participation in the Affiliate Program (including any Campaigns) via the
Site.
23.5 Any provisions of these Terms that are intended to remain in effect
after termination shall continue to apply accordingly.
20.1 Any prospective client and/or Referral (the “Referral”) applying for RAYS CAPITAL CARD(s) will be subject to our standard Application Procedures, which include but are not limited to risk assessment, documentation requirements, client identity verification, background checks, AML/CTF regulations, KYC, and other applicable standards. Our acceptance of the Referral is contingent upon successful completion of these Application Procedures.
20.2 You agree that we shall determine, in our sole discretion, whether to enter into a business relationship with the Referral, whether the application for RAYS CAPITAL CARD(s) is approved, and whether to accept or retain any Referral referred by you to us, as well as the terms and conditions under which the Referral is accepted and retained. We are not obliged to provide any reasons or explanations for the rejection of the Referral or the discontinuation of a relationship with the Referral. We may also vary the terms of the business relationship with the Referral at our sole discretion, provided that we shall notify you of any material changes in a timely manner.
20.3 We reserve the right, but are not obligated, to suspend or terminate our business relationship with a Referral if we determine such action is necessary, including but not limited to cases where we suspect, become aware of, or receive notice of any misconduct or wrongdoing on your part.
21.1 In consideration for us engaging you as a referrer under the Affiliate Program in accordance with these Terms, during your participation in the Affiliate Program and in relation to each Campaign separately, you shall receive from us the Commissions in USDT.
21.2 We reserve the right to change the Commission rates at any time on the Site, with commercially reasonable notice provided in advance. We will make reasonable efforts to give advance notice of such changes. If you continue to participate in the Affiliate Program or any Campaign after such changes, you will be deemed to have accepted the new Commission rates. The updated rates will apply to all your active and future Campaigns, starting from the effective date. If you do not agree with the updated Commission rates, you must cease your participation in the Affiliate Program and any ongoing Campaigns.
21.3 The details of the Commissions will be made available to you through a portal and/or the Site provided by us, or through other means as agreed upon by the parties from time to time.
21.4 Payment of the Commissions to you is provisional and may be subject to offsets and immediate repayment by you in the event of adjustments, corrections, expenses, and other amounts due from you, as well as losses resulting from your conduct, actions, or omissions.
21.5 No Commissions shall be paid to you if a person or party referred to us by you as a Referral already has RAYS CAPITAL CARD(s), if the application is unsuccessful, if the application is not made through your Campaigns, or if the Referral is already known to us.
21.6 You shall not be entitled to any unpaid Commissions if any payment made by us to you becomes illegal or is prohibited by any Applicable Laws.
21.7 All Commissions payable under the Affiliate Program shall be exclusive of any applicable taxes, including but not limited to VAT and sales tax. You shall be solely responsible for determining, reporting, and paying any taxes or duties required under applicable Laws in your jurisdiction. If we are required by applicable Laws to deduct or withhold any amount from payments to you, no grossing-up will be made, and we shall not be obliged to pay any additional sum.
21.8 You shall not be entitled to claim any interest, compensation, or other consideration for any amounts held by us under these Terms. We shall not be obligated to transfer to you any benefits or interest accrued on such amounts prior to their payout.
21.9 You shall bear all risks associated with loss, unavailability, and fluctuations in the value of USDT in connection with the Commissions.
22. Personal Data
22.1 Each party operates as an independent controller and processor of the
personal data of the Referral, determining its own purposes for processing such data.
22.2 We may process and transfer Personal Data to third parties for the
purpose of providing the Services and performing the Application Procedures for
Registration. We may also transfer Personal Data to third parties in other cases as
prescribed by applicable laws.
22.3 We may process and transfer Personal Data to third parties for
commercial purposes, including but not limited to sending our own commercial proposals to
the Referral, provided that their consent has been obtained. Both parties shall process and
transfer Personal Data in compliance with applicable laws and these Terms. Any exchange of
Personal Data between the parties shall be strictly for the purposes and in the manner
prescribed by applicable laws and these Terms, and neither party shall use such data for any
other purpose. Each party shall maintain records of all Personal Data processing activities
as required by applicable laws and these Terms.
23. Termination
23.1 These Terms shall come into full force and effect upon your
participation in the Affiliate Program and shall remain effective until terminated pursuant
to this Clause 23.
23.2 Either party may terminate these Terms and the Account with immediate
effect if the other party breaches any material term of these Terms or fails to comply with
its obligations.
23.3 Either party (Notice Party) may terminate these Terms and the Account
(and accordingly, your participation in the Affiliate Program) forthwith by providing
written notice to the other party (Defaulting Party).
23.4 You may immediately terminate these Terms by closing your Account and
discontinuing your participation in the Affiliate Program (including any Campaigns) via the
Site.
23.5 Any provisions of these Terms that are intended to remain in effect
after termination shall continue to apply accordingly.
22.1 Each party operates as an independent controller and processor of the personal data of the Referral, determining its own purposes for processing such data.
22.2 We may process and transfer Personal Data to third parties for the purpose of providing the Services and performing the Application Procedures for Registration. We may also transfer Personal Data to third parties in other cases as prescribed by applicable laws.
22.3 We may process and transfer Personal Data to third parties for commercial purposes, including but not limited to sending our own commercial proposals to the Referral, provided that their consent has been obtained. Both parties shall process and transfer Personal Data in compliance with applicable laws and these Terms. Any exchange of Personal Data between the parties shall be strictly for the purposes and in the manner prescribed by applicable laws and these Terms, and neither party shall use such data for any other purpose. Each party shall maintain records of all Personal Data processing activities as required by applicable laws and these Terms.
23.1 These Terms shall come into full force and effect upon your participation in the Affiliate Program and shall remain effective until terminated pursuant to this Clause 23.
23.2 Either party may terminate these Terms and the Account with immediate effect if the other party breaches any material term of these Terms or fails to comply with its obligations.
23.3 Either party (Notice Party) may terminate these Terms and the Account (and accordingly, your participation in the Affiliate Program) forthwith by providing written notice to the other party (Defaulting Party).
23.4 You may immediately terminate these Terms by closing your Account and discontinuing your participation in the Affiliate Program (including any Campaigns) via the Site.
23.5 Any provisions of these Terms that are intended to remain in effect after termination shall continue to apply accordingly.