This Affiliate Program Agreement (“Affiliate Agreement”) sets forth the terms and conditions of your participation in the BloFin Affiliate Program (“Program” or “Affiliate Program”) and is provided and operated by BloFin (“BloFin”, “we”, “our”, “us” or “the Platform”). 

This Affiliate Agreement sets out the terms (“Terms”) that govern your access to and participation in this Program and your use of any related services entered into by and between you (the “Affiliate”, “You”, "Your" or "Sub-Affiliate") and BloFin, and is legally binding upon you and BloFin. By participating in the Affiliate Program and using other relevant services provided by BloFin, you agree that you have carefully read, fully understand, and agree to these Terms (including any amendments or modifications made by BloFin at any time), especially the terms which exclude or limit BloFin's liabilities under these Terms, and the terms that exclude or limit rights of Affiliates and Sub-Affiliates. If you do not accept these Terms or the contents of these Terms, or refuse to acknowledge and agree with the Platform’s right to unilaterally modify these Terms at any time, you have no right to access the Platform, participate in the Program, or use of any services provided by the Platform under these Terms and you will immediately stop using and accessing the Platform. Unless otherwise provided in this Agreement, the terms used in the Terms shall have the meaning provided in BloFin’s Terms of Use.

These Terms also incorporate BloFin’s Terms of Use, various system specifications, other agreements or rules in connection with or related to these Terms, and other relevant agreements and rules regarding the Program that BloFin may publish on its Site from time to time.

These Terms and any applicable user agreements constitute the entire agreement and understanding regarding your use of the Program.

These Terms shall supplement the user agreements. In the event of any conflict or inconsistency of any term or provision set forth in these Terms and any of our user agreements, such conflict or inconsistency shall be resolved by giving precedence first to these Terms. All other provisions of our user agreements not modified by these Terms shall remain in full force and effect.

1. The Program

The Program offers Affiliates and Sub-Affiliates the opportunity to receive commissions for eligible referrals to the Platform, in accordance with these Terms.

Affiliates and Sub-Affiliates may only promote products and services in accordance with BloFin’s guidance and restrictions, as determined in BloFin’s sole discretion, and as may be communicated from time to time. For example, Affiliates and Sub-Affiliates may not promote products and services to regions or countries where those products or services are not available.

2. Definition

2.1 In this agreement:

“Associate” means, in respect of a person, any other person which directly or indirectly Controls, is Controlled by, or is under common Control of or with that person from time to time;

“You” or “Your” means you, and or other participants of the Program;

“Affiliate Links” means the links that are assigned by BloFin to the Affiliate, as may be amended from time to time, for the Affiliate’s use to direct third parties to the Platform or any website of our business where they can become our potential customers;

“Affiliate Credentials” means the set of user identification, password, personal identification number, token and any other information provided to an Affiliate to access the Affiliate Program;

“Affiliate's Referral Code” means the referral code assigned to an Affiliate which may be used by potential customers or BloFin to identify the link between the Referral and the Affiliate;

“Commission” means any commission, rebate, or any monies earned by the Affiliate under the Affiliate Program; 

"Referral" means a person who becomes our user using your Affiliate Links and/or the Affiliate's Referral Code;

“Commissions” means the fees payable by BloFin to the Affiliate;

“Control” means, in respect of a person, the holding, or controlling, in each case, directly or indirectly, of shares or any similar rights of ownership in that person bearing the majority of voting rights attaching to all the shares or other rights of ownership in that person or having the power to direct or cause the direction and management of the policies of that person whether as a result of the ownership of shares, control of the board of directors, contract or any power conferred by the articles of association or other constitutional documents of such person, and “Controlling” and “Controlled” shall be construed accordingly;

“Effective Date” means the date upon which these Terms is agreed by you (i.e., the date on which the Affiliate accepts the Terms electronically);

3. Eligibility

a. You must be at least 18 years of age to participate in the Affiliate Program.

b. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Affiliate Agreement and to abide by and comply with the terms herein.

c. You must not be residing in a jurisdiction which restricts or is illegal for you to participate in the Affiliate Program, use or access the Platform or use, hold, buy, sell, deal or otherwise be involved in the ownership of cryptocurrency.

d. You do not have any criminal convictions of any kind as of the Effective Date.

e. You have not posted or published any materials on any platforms and/or expressed in writing or on audio record any materials which are regarded by us in our sole and absolute discretion as discriminatory, racist, homophobic, xenophobic, sexist or extremist (whether political or religious).

f. You have not used paid followers, bots or other forms of technology to artificially inflate your follower numbers or make your posts appear more popular.

g. Your content will not infringe the copyright or any other rights of any third party.

h. Your content will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity.

i. The rights you have granted BloFin are vested solely with you and have not been and will not be previously assigned, licensed, or encumbered (save under the terms of use of the social media platform where the copyright works are posted).

j. You have disclosed in writing to us all material facts that are relevant to your engagement as our Affiliate, including the nature and duration of past and existing endorsement agreements between you and third parties and endorsement agreements that are likely to be concluded during the Term.

k. You agree to fully indemnify, defend, and hold harmless BloFin, along with its officers, agents, employees, and directors, from and against any and all claims, liabilities, costs, expenses, fees, damages, and losses, including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, legal costs, and other professional costs, including reasonable attorney's fees and expenses, relating to or arising from any breach by you or your representatives of your obligations under this Affiliate Agreement, as well as any third-party claims or actions, or any adjudications or decisions taken against BloFin by any competent authorities, which directly or indirectly arise, in whole or in part, from any inaccuracies, breaches, or non-performance of any representations, warranties, covenants, or agreements made by you in or pursuant to this Affiliate Agreement.

l. Notwithstanding anything in this clause, we shall have the sole discretion to accept or reject your participation in the Affiliate Program.

4. Affiliate Account

a. On acceptance into the Affiliate Program, you shall establish an Affiliate Account on the Platform (or such other platform which we may provide for the Affiliate Program from time to time).

b. Your Affiliate Account can only be accessed by the Affiliate Credentials unique to you. You shall be solely responsible for ensuring that this is not disclosed or transferred to a third party.

c. Your Affiliate Account will provide up-to-date details of your participation in the Affiliate Program, including (but not limited to):

i) your Affiliate Links;

ii) your Referrals;

iii) trading volume of your Referrals; and

iv) your Commissions, pending and paid out.

d. The information displayed in your Affiliate Account shall be final, conclusive and binding. If you discover any discrepancy in your Affiliate Account, you need to notify us immediately within 10 working days together with supporting evidence to substantiate your claim, failing which we are not obliged to investigate, review or remedy any claim.

e. You shall not register as an Affiliate to generate Commissions for a self-trading account or through the use of multiple accounts controlled by you. We reserve the right to make any adjustment and/or remove the generated Commissions or terminate your Affiliate Account in the event of a violation of this term, such determination to be at our sole discretion.

f. We may, out our sole discretion, accept or decline any Referral introduced by you and has the right to terminate the business relationship with any Referrals, at any time. All data relating to the Referral that opens an account with us will remain as our sole and exclusive property and you have no right to such information.

g. Subject to the terms of this Affiliate Agreement and in accordance with BloFin’s Terms of Use, you agree and undertake that all referral activities carried out must be professional, proper and lawful under applicable rules or laws.

5. Sub-Affiliate Account

If any of your Affiliates is accepted to the Affiliate Program who refers new users to the Platform (“Sub-Affiliate”), then such Affiliate will be deemed as a Sub-Affiliate of you, except when such Sub-Affiliate declares to become a Sub-Affiliate of another Affiliate (in which case, for the avoidance of doubt, such Sub-Affiliate remains your Affiliate, but will be treated a Sub-Affiliate of the declared Affiliate for the purposes of calculating their respective Affiliate’s Commissions) subject to our approval. In the case of any conflicting claims as to Sub-Affiliates, we reserve the right to determine the matter at our sole discretion and the Affiliate hereby agrees and accepts our determination shall be final and conclusive with no liability to any party involved.

6. Services Performed by the Affiliate

6.1 You shall, as a key opinion leader, use your utmost diligent efforts to promote, recommend or refer the Platform and our business in general. You shall not hold yourself out as having any association with us or our affiliates unless authorized by us to do so.

6.2 You shall not:

(a). bid on any terms in any search engine that mentions, including, but not limited to, your Affiliate Link, Affiliate's Referral Code, the term “BloFin”, and other terms or phrases related thereto, its related domain (including any of its derivatives or misspellings) or any keywords that contain such terms; 

(b). use any of our domains as your display URL;

(c). engage in activities which, in our sole discretion, are harmful to our customers or us;

(d). make any false, inaccurate or misleading information about us or the Platform;

(e). represent or imply that you or your efforts are a part of our business other than your participation in the Affiliate Program;

(f). engage in any unsolicited email (such as spamming) or indiscriminate advertising;

(g). advocate, promote or encourage any violence or discrimination or any form thereof, against any person or group of persons;

(h). create or include content which contains pornography or other sexual or adult material;

(i). represent or imply that your content represents or reflects our views, opinions, or advice;

(j). make any statement or promise on the rate of return, risks or success through the use of the Platform or any of our products or services;

(k. conduct or involve in any fraudulent trading activity (such as pump and dump schemes);

(l). engage directly or indirectly in any deceptive or fraudulent conduct to encourage, mislead, coerce or incentivise third parties from clicking or accessing the Affiliate Links;

m. Be redirected or cause to be redirected from any third-party websites or social media accounts imitating BloFin, including but not limited to the following situations:

i) Redirected from pages similar to BloFin.com, with an excessive amount of BloFin logos and/or other content;

ii) Redirected from accounts attempting to imitate BloFin’s social media accounts (Twitter, Facebook, Reddit, Instagram, etc);

iii) Redirected from URLs that are similar to the URL of BloFin (www.BloFin.com), such as www.BloFin.xxx.com;

n. Redirected from any unofficial third-party URLs; and

o. register as an Affiliate to generate Commission for any self-trading and/or self-generated account, or through the use of multiple accounts controlled and/or otherwise registered by you. We reserve the right to make any adjustments to unpaid Commission or trace any Commission already paid to you at our absolute sole discretion.

6.3 You may conduct these efforts to promote, recommend or refer the Platform and our business in any manner of your choosing so long as it is not in contravention of this agreement, any of your obligations towards us, any obligations you may have towards a third party, or any law which may be applicable to you.

6.4 We reserve the right, but not the obligation to, close, forfeit, withdraw, freeze, terminate, adjust, reinstate and/or repudiate your Affiliate Account and retain, reclaim, and/or trace any Commission already paid to you, in our absolute sole discretion, if we determine that any of this term or other terms of this Agreement has been violated.

6.5 You agree to refer all enquiries from the media and other third parties concerning BloFin, the BloFin Platform and these Terms to BloFin’s representative as may be notified by BloFin to you. You shall not issue any announcement or give any opinion regarding these Terms and/or the Affiliate Program without first consulting and obtaining the prior written approval of BloFin. 

7. Commissions

7.1 For your referral services, you are entitled to a certain amount of Commissions. Commissions are calculated by BloFin in its absolute sole discretion, taking into account the fees paid by your Referrals and the commission ratio applicable to you (the Applicable Commission Ratio), after deducting the trading fee discount offered by BloFin to a certain group of customers, any fees paid by BloFin to third-party market makers and third-party partners, or Other Fees. Other Fees shall mean: Fees that are incurred by your Referrals due to the use of third-party trading tools, bonuses received by the Referrals, or other costs incurred by the Referrals during actual trading.

7.2 Any changes to your level of Applicable Commission Ratio will not apply retroactively to your Commission earned or will be earning prior to such change.

7.3 The latest Applicable Commission Ratio for each level can be found on the Affiliate Program page or alternatively, communicated to you by BloFin. BloFin may, in its absolute sole discretion, adjust the Applicable Commission Ratio based on the number of Referrals you bring in and/or the total trading volume generated by such new Referrals during a certain period of time, as determined by BloFin and communicated to you. Subject to the above, an upgrade to the next tier of the commission plan will not lead to retroactive payments.

7.4 You may apply to BloFin to change the status of Referral to your Affiliate (the 'Sub-Affiliate'), using a form and method as BloFin in its absolute sole discretion may decide, condition precedent on the Referral's successful application to become an Affiliate. BloFin shall have the right to either approve or deny such application for Sub-Affiliate in its absolute sole discretion taking into account all surrounding circumstances, including the provisions of this Affiliate Agreement and the User Agreement.

7.5 After successful application under Clause 7.4, above, you may be entitled to a certain portion of the Commissions the Sub-Affiliate receives.

7.6 Payment of your Commission will be paid in the cryptocurrencies based on the trades made by your Referrals and will be credited to your Affiliate Account once each trade is processed.

7.7 You will not be entitled to any commission from your own use of our Platform, products or services.

7.8 We shall not be liable for any lost opportunity to earn Commission due to any cause (such as but not limited to technical difficulties and/or system outages) that prevents us from registering any potential Referrals, executing trades, or offering any products or services to your Referrals or potential Referrals.

7.9 Our tracking report of the trading activities of your Affiliates and Sub-Affiliates and the calculation of the Commission shall be final and conclusive.

7.10 We are under no obligation whatsoever to pay any Commissions to anyone who does not strictly follow this Affiliate Agreement or BloFin’s Terms of Use where applicable. It is your sole and absolute duty to follow precisely this Affiliate Agreement and BloFin’s Terms of Use, where applicable at all times. In the event of any dispute, or complaint from any of your Affiliates, we have the right to hold back any Commissions due to you until such issues are resolved.

7.11 In the event that we identified any abuse or irregularity in the trading activity of any Affiliates introduced by you, we reserve all rights including but not limited to immediately suspending or terminating your Affiliate Account at our sole discretion.

7.12 In respect of any Commissions due to be recalled pursuant to this Affiliate Agreement, we are hereby authorized at any time and from time to time to set off and apply any and all the Commissions subsequently accrued and other indebtedness at any time owing by us to or for the credit of the account of the Affiliate (including without limitation to any funds in the Affiliate’s trading account with us, if any) against such Affiliate’s Commissions due to be recalled, irrespective of whether or not we shall have made any demand to recall the same or taken any other steps or measures to enforce our rights. For the purpose of this clause/term, the Affiliate’s trading account with us shall mean any account with us that is (i) opened by or on behalf of the Affiliate; or (ii) controlled or managed by the Affiliate; (iii) under common control or management with the Affiliate.

7.13 All taxes, levies and duties imposed by any governmental authority on Commissions received by you shall be your sole and absolute responsibility. BloFin shall not be liable for any tax obligations arising from your participation in the Program.

8. No Obligation

8.1 We shall not be under any obligation to accept and/or onboard any third party referred from your Affiliate Links.

8.2 We are also not under any obligation to provide you with any assistance to you under the Affiliate Program. Any assistance which we provide is on a goodwill basis and shall not be deemed to create any obligation on our part.

9. No Agency

9.1 You are an independent contractor and not an employee of BloFin. We will not provide any fringe benefits, including paid health insurance benefits, paid vacation or any other employee benefit.

9.2 Nothing in this agreement will be construed to create any association, partnership, joint venture, employee or agency relationship between you and us.

10. Intellectual Property

10.1 All title, ownership rights and intellectual property rights in or relating to BloFin, any information transmitted by, to or over the Platform and information regarding use of the Platform with remain with us. Nothing on the Platform will be construed as conferring on you any license, save as expressly set out herein, of any of our or any third party’s title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise.

10.2 The Platform may provide you access to content, information, quote, videos, photos or other materials (the “Third-Party Content”) supplied by certain third parties (the “Third-Party Content Providers”). We do not endorse or recommend and is not responsible for verifying the accuracy, validity or completeness of any Third-Party Content provided through the Platform. Your use or reliance on such Third-Party Content is at your sole risk. All title, ownership rights and intellectual property rights in or relating to the Third-Party Content will remain with the applicable Third-Party Content Provider.

Nothing on the Platform will be construed as conferring on you any license, save as expressly set out herein, of any Third-Party Content Provider’s title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise.

10.3 We grant you the non-exclusive right to use the trademark “BloFin” for the purpose of establishing a link to the Platform and our products and services and for no other purpose.

10.4 We continue to retain all ownership, right, title and interest in and to our trademarks, trade names, service marks, inventions, copyright, trade secrets, patent, technology, software and know-how related to the design, function or operation of the Platform, our websites, products and services (the “Intellectual Property”).

10.5 You will not, at any time, do or cause to be done any act or thing contesting or in any way impairing or tending to impair any of our right, title and interest in our Intellectual Property. Your rights are strictly limited to the rights expressly granted in this agreement.

10.6 You agree not to

a. modify, adapt, reproduce, translate or create derivative works of the Platform, or any data or content (including Third-Party Content) provided through the Platform, or any portion thereof, or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Platform;

b. remove any copyright notice, trademark, legend, logo or product identification from the Platform;

c. misrepresent the other sites as our Platform by co-opting the visual "look and feel" of or text from the Platform or otherwise violate our intellectual property rights, including, without limitation, "scraping" text or images from the Platform or our managed banners and/or text links, search marketing or all other online and offline campaigns;

d. edit, modify, filter, truncate or change the order of the information contained in any part of the Platform, or remove, obscure, or minimize any part of the Platform in any way without authorization from us,

e. frame, minimize, mirror, remove, or otherwise inhibit the full and complete display of any web page accessed by an Affiliate after clicking on any part of the Platform or the Affiliate Link; or

f. make any commercial use of the Platform or our logo, trademark or brand name in any way other than for the sole purpose of soliciting potential Affiliates on a Third Party Platform according to this Affiliate Agreement.

11. Release

To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release us, our parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the "Indemnified Parties"), from any and all allegations, counts, charges, debts, causes of action, claims and losses, relating in any way to the use of, or activities relating to the use of the Platform, the Affiliate Account and any services or Third-Party Content provided through the Platform, the Affiliate Account of the trading Account, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, false identities, fraudulent acts by others, invasion of privacy, release of Personal Information, failed transactions, purchases or functionality of the Platform or the Affiliate Program, unavailability of the Platform, Third-Party Content or the Affiliate Account or trading account, their functions and any other technical failure that may result in inaccessibility to the Platform, Third-Party Content or the Affiliate Account or trading account, or any claim based on vicarious liability for torts committed by you encountered or transacted with through the Platform, Third-Party Content and the Affiliate Account or trading account, including, but not limited to, fraud, computer hacking, theft or misuse of Personal Information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder. The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by us. This release is intended by the parties to be interpreted broadly in favor of us, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

12. Indemnification and Limitation of Liability

12.1 To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Indemnified Parties, from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees, directly or indirectly, resulting from or by reason of (i) your (or if you are under another person's authority, including, without limitation, Governmental Authorities, such other person's) use, misuse, or inability to use the Platform, the Affiliate Account or trading account, or any of the content, including Third-Party Content contained therein or any content or information that you provided to the Platform; or ii) your breach of these Terms, including those documents that are expressly incorporated into these Terms by reference and form a part of these Terms.

12.2 UNDER NO CIRCUMSTANCES AND UNDER NO THEORY OF LAW (TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE), SHALL WE OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES ARISING FROM THE USE OR MISUSE OF, OR INABILITY TO USE, THE PLATFORM, THIRD-PARTY CONTENT OR THE TRADING OR AFFILIATE ACCOUNT, REGARDLESS OF WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR TRADING LOSSES, LOSS OF INFORMATION, BUSINESS INTERRUPTION OR LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA, OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SITE, THE PLATFORM, THIRD-PARTY CONTENT OR THE TRADING OR AFFILIATE ACCOUNT OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, EVEN IF WE KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, CLAIM OR DEMAND IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12.3 Maximum Liability. IN NO EVENT SHALL OUR LIABILITY, REGARDLESS OF THE FORM OF ACTION AND DAMAGES SUFFERED BY YOU, EXCEED THE TOTAL COMMISSIONS PAID BY BLOFIN TO YOU IN THE THREE MONTHS PRECEDING THE RELEVANT CLAIM.

12.4 We will not be liable for our failure to perform any obligations under this Affiliate Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control 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, credit or debit card 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.

13. Changes

13.1 We reserve the right to vary the terms of this Affiliate Agreement at any time for any reason that we deem appropriate at our discretion.

13.2 Any changes to the Commission will not be applied retroactively to the Commissions which you earn or will be earning prior to the effective date of such change.

13.3 The latest Affiliate Agreement can be found on the Affiliate Program page. By continuing to participate in the Affiliate Program, you agree and accept to be bound by the latest Affiliate Agreement.

14. Termination

14.1 We reserve the right to terminate the Affiliate Program at any time, forthwith and immediate, for any reason at our discretion.

14.2 If your participation in the Affiliate Program is terminated due to any breach of your obligations herein, any outstanding Commission will be forfeited.

14.3 Otherwise, any Commission earned prior to the termination will still be available and paid to you up to the termination date.

14.4 Without prejudice to this clause/term 13 and/or any other clause/terms in this Agreement and BloFin’s Terms of Use, in the event of any activity in your Affiliate Account or any other account which appears to be controlled or managed by you or any activity of your Referrals being deemed suspicious or potentially in breach of any provision of this Affiliate Agreement or BloFin User Agreement, as determined by BloFin in its absolute sole discretion, BloFin may withhold payment of the Commission(s) until it verifies the relevant transactions. If BloFin determines, in its absolute sole discretion, that the activity constitutes fraud traffic or breach of applicable law (including without limitation to any anti-money laundering regulations) or breach of any agreement between BloFin and the Affiliate or the Referrals, as the case may be, BloFin is entitled to terminate Affiliate Relationship between you and BloFin, and/or to cancel, recalculate or withhold your Commissions accordingly and to recall any Commissions that have already been paid out to you.

15. Miscellaneous

15.1 This agreement has been drafted in English. Although translations in other languages of this agreement may be available, such translations may not be up to date or complete. Accordingly, you agree that in the event of any conflict between the English language version of this agreement and any other translations thereof, the English language version of this agreement shall prevail.

15.2 This agreement embodies all the terms and conditions agreed upon and supersedes and cancels in all respects all previous agreements and undertakings, whether such be written or oral.

15.3 No failure to exercise, nor any delay in exercising, any right or remedy under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

15.4 No remedy conferred by any of the provisions of this agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise.

15.5 If any provision of this agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision; and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.

15.6 This agreement shall be governed by, and construed in accordance with, the laws of England and Wales.

15.7 You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of this Affiliate Agreement or any dispute arising out of or relating to this Affiliate Agreement (“Dispute”), the parties shall first refer the Dispute to proceedings at the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong.

If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”).

The number of arbitrators shall be one, who shall be jointly appointed by the parties. If both Parties fail to agree on the appointment of the arbitrator within 2 months of the date of the Notice of Arbitration, then HKIAC shall appoint an arbitrator for the purpose of this clause. The arbitration proceedings shall be conducted in English.

You agree that BloFin shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.

Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court that has jurisdiction.

The parties shall bear their own attorneys’ fees and costs of arbitration unless otherwise ordered by the arbitrator. The parties shall share the arbitrator fees and expenses equally.

15.8 BloFin has the sole and final discretion of interpretation of this Affiliate Agreement.