Legal Terms

Affiliate Agreement

  1. Overview

    1. The relevant services of our Affiliate Agreement (this “Affiliate Program, “Program”) is a program provided and operated by EVEDEX LLC FZ, mailing address: the Dome Tower, Unit 201/209 JLT, Dubai, UAE (as defined “we”, “our” or “us” or “the Platform”).

    2. This Affiliate Agreement set out the terms and conditions (these “Terms”) that govern your access to and participation in this Program and use of any related services entered into by and between you (the “Affiliate” or “you”) and EVEDEX LLC FZ, and is legally binding upon you and EVEDEX LLC FZ. By accessing to and participating of the Program and using other relevant services provided by EVEDEX LLC FZ, you agree that you have carefully read and fully understand the terms and conditions under these Terms (including any amendments made by EVEDEX LLC FZ at any time), especially the terms which exclude or limit liabilities of the Platform under these Terms, and the terms that exclude or limit rights of the Users. 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 to, participate in the Program and use of any services provided by the Platform under these Terms and shall immediately stop using and accessing the Platform. Unless otherwise provided in this Agreement, the terms used in this Agreement shall have the meaning provided in EVEDEX LLC FZ 's Terms of Service.

    3. The contents of these Terms also include EVEDEX LLC FZ's 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 EVEDEX LLC FZ may publish on its Site from time to time. Once the afore-mentioned contents are officially released or published, they are an integral part of these Terms, and you shall be legally bound by those terms and conditions thereof. By accessing to and participating in the Program, and using any services of the Platform, you confirm you have read, understood, and accepted these Terms, any relevant terms and conditions, service terms, user agreements, transaction and operation rules, policies, announcements and other rules (as amended and restated from time to time) published by EVEDEX LLC FZ on the Site from time to time in connection with this Program and the Platform (“User Agreements”), and that you agree to be legally bound by any and all terms and conditions thereof. Unless you have read and accepted all the terms and conditions of these Terms and applicable User Agreements, you are not authorized to and shall not use this Program or any of its corresponding services.

    4. These Terms and any applicable User Agreements constitute the entire agreement and understanding regarding the use of any or all of the Program, and any manner of accessing them, between: You and EVEDEX LLC FZ, depending on your location, nationality, services used, and your level of KYC completed.

    5. 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.

The Program

The Program offers contracted or registered participants, the Affiliate, an opportunity to get paid different commission rates, by means of inviting new Users to register and trade on the Platform, in accordance with the terms of these Terms and any rules that shall be introduced by EVEDEX LLC FZ from time to time (collectively, “Program Rules”). These Terms and the Program Rules set out your rights and responsibilities to conduct, access to and/or participate in any or all of the activities through your access to and participation in the Program (“Program Activities”).

2.1. Performance in the Program

Unless expressly stated otherwise, you will be solely responsible for determining the most effective manner and methods to conduct any Program Activities, including determining when (i.e., the days and times), where (i.e., the particular venue or location), and how to conduct Program Activities, and the frequency with which you do so, in accordance with the Terms. Except as expressly set forth in these Terms, including the Program Rules, EVEDEX LLC FZ will not control the manner or prescribe the method you use to conduct Program Activities contemplated by these Terms.

Further, you will be solely responsible for all costs and expenses of doing business, including all payments, all taxes, and other business expenses that may be incurred in connection with the Program Activities.

Commencement and Duration

These Terms will take effect on the Effective Date. Unless expressly stated otherwise, these Terms will continue until terminated by you or us as set forth in these Terms.

Affiliate Accounts; Promotions

  1. All Affiliates must establish an Affiliate Account with the Company, through which you could track the number of clicks on your Affiliate Links, trading volume of your Clients, pending Commissions and other information.

  2. You should use diligent efforts to promote and market the Company’s platform on Third Party Platforms. Users who registered with the Company’s Platform via the Affiliate Link or Affiliate Code provided by you shall be deemed as your “Clients” for the purpose of calculating Commissions.

  3. You shall not register as an Affiliate to generate Commission for a self-trading account or through the use of multiple accounts controlled by you. The Company reserves the right to make any adjustment and/or remove the generated Commission at its sole discretion or terminate your Affiliate Account in the event of a violation of this Section.

  4. The Company may, at its sole discretion, accept or decline any Client introduced by you and has the right to terminate the business relationship with any Client, at any time. All data relating to the Clients that open an account with the Company will remain as the Company’s sole and exclusive property and the Affiliate has no right to such information.

  5. Subject to the terms and conditions of these Terms and in accordance with the terms and conditions hereof, you agree and undertake that all referral activities carried out must be professional, proper, and lawful under applicable rules or laws.

Sub-Affiliate

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

Commissions and Payment

  1. The Company shall pay you the Commissions for your referral services. Unless as otherwise agreed in writing between you and the Company, the Commissions are calculated by the Company at its sole discretion, taking into account the fees paid by your Clients and the commission ratio applicable to you (the “Applicable Commission Ratio”), after deducting the trading fee discount offered by the Company to a certain group of customers, any fees paid by the Company to third party market makers or Other Fees. The Applicable Commission Ratio can be viewed at all times on the Program page. The Applicable Commission Ratio will be adjusted based on the number of new Clients you bring in and the total trading volume generated by such new Clients during a certain period of time. Unless as otherwise agreed in writing between you and the Company, you will be downgraded to a lower level of Applicable Commission Ratio if you fail to bring in at least ten Clients which, on an aggregate basis, generate a trading volume of at least $10,000 on a monthly basis in a calendar quarter. Subject to the preceding sentences, the Applicable Commission Ratio will increase as the total fees collected from the referred Clients increase. An upgrade or downgrade to the next tier of the commission plan will not lead to retroactive payments or deductions. The Affiliate is also entitled to 10% of the Commissions paid to any of its Sub-Affiliates. For the purpose of this Section “Other Fees” include the fees incurred by the Client due to use of third-party trading tools, bonuses received by the Client or other costs incurred by the Client during actual trading.

  2. Unless notified by you according to this Terms the Company’s tracking report of the trading activities of your Clients

and the Clients of your Sub-Affiliates and the calculation of the Commission shall be final and conclusive.

  1. Should you discover any discrepancy between your own record and the Company’s tracking report, you must notify the Company in writing of such discrepancy within ten (10) working days from the date of receipt of the Company’s tracking report and provide sufficient detail of such discrepancy. If you fail to notify the Company in writing within ten

(10) working days, then the Company’s report shall be final and conclusive and you are deemed to have waived all rights

to contest the report in any way.

  1. For any discrepancy up to ten percent (10%), the Company and the Affiliate shall work together in good faith to resolve such dispute in a prompt and mutually acceptable manner as soon as practicable. In the event of any discrepancy of more than ten percent (10%), the Affiliate hereby agrees and accepts that the Company’s tracking report shall prevail and shall be final and conclusive. You hereby waive any right to challenge the Company’s tracking report in any way and shall accept the calculation of the Commissions on the basis of such tracking report and shall not make any claim for any additional sum based on your own tracking.

  2. Payment of the Commissions will be made in different cryptocurrencies based on the referral trade made by your Clients. If your Clients make the trade in BTC, we will pay out the Commissions in BTC. If your Clients make the trades in ETH, we will pay out the Commissions in ETH, and so on for every respective cryptocurrency we have accepted in our trading pairs. All payments will be credited to your Affiliate Account. At the Company’s sole discretion, and as deemed appropriate, the Company may accommodate other methods of payment or currency.

  3. The Company is under no obligation whatsoever to pay any Commissions to anyone who does not strictly follow these Terms, as amended, where applicable. It is your sole and absolute duty to follow precisely these Terms, where applicable at all time. If the Affiliate breaches any of its obligations or warranties in these Terms or the Program Rules EVEDEX LLC FZ reserves the right to withhold any Commissions due to the Affiliate and to recover from the Affiliate any amount of the payments that EVEDEX LLC FZ had previously made under these Terms to the Affiliate before such breach.

  4. In the event that the Company has identified any abuse or irregularity in the trading activity of any Client introduced by you, the Company reserves all rights including, but not limited to, immediately suspending or terminating your Affiliate Account, at the Company’s sole discretion.

  5. 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 Clients being deemed suspicious or potentially in breach of any provision of these Terms, as determined by the Company in its sole discretion, the Company may withhold payment of the Commission(s) until it verifies the relevant transactions. If the Company determines, at its 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 the Company and the Affiliate or the Client, as the case may be, the Company is entitled to terminate these Terms and/or to cancel, recalculate or withhold your Commissions accordingly and to recall any Commissions that have already been paid out to you.

  6. In respect of any Commissions due to be recalled pursuant to the clause 6.8 above, the Company is 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 the Company to or for the credit of the account of the Affiliate (including without limitation to any funds in the Affiliate’s trading account with the Company, if any) against such Affiliate’s Commissions due to be recalled, irrespective of whether or not the Company shall have made any demand to recall the same or taken any other steps or measures to enforce its right. For the purpose of this Section, the Affiliate’s trading account with the Company shall mean any account with the Company that is (i) opened by or on behalf of the Affiliate; or (ii) controlled or managed by the Affiliate; or (iii) under common control or management with the Affiliate.

Any tax imposed by any government, statutory, or tax authority shall be borne by the Affiliate, as the case may be.

Affiliates’ Obligations

The Affiliate agrees to:

  1. provides and maintains accurate, complete, and up-to-date information when registering for the Program and in his Program account (dashboard) once registered for the Program. EVEDEX LLC FZ reserves the right to decline your registration. You are responsible for all activity that occurs under your Program account. Unless otherwise permitted by EVEDEX LLC FZ, you may only possess one Program account and may not register for an additional Program account;

  2. act solely in accordance with the Program Rules and any rules as communicated by EVEDEX LLC FZ from time to time and in compliance with all Applicable Laws and Regulations and online platforms’ terms and conditions and policies, (including any applicable third-party community guidelines). If you are a business, you will ensure that your employees, personnel, Associates, and agents comply with these Terms, including the Program Rules, and you will be responsible for their conduct in connection with these Terms;

  3. inform EVEDEX LLC FZ immediately of any criminal prosecution or other complaint brought against the Affiliate after the Effective Date and of any actual or likely press speculation or inquiry into them, their personal or business affairs, or publication in relation to such matters; and

  4. .4. inform EVEDEX LLC FZ as promptly as reasonably practicable of any material developments or changes in the circumstances or activities of the Affiliate which could reasonably be expected to adversely impact EVEDEX LLC FZ.

Affiliates’ Warranties and Indemnities

  1. The Affiliate warrants, represents, and undertakes to EVENT HORIZON LLC FZ that:

    1. the Affiliate has the legal capacity and is free contractually to enter into and to perform the obligations under these Terms and the Program Rules, and has not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent him/her doing so;

    2. in the event the Affiliate is a natural person, the Affiliate is of 18 years old, or any age that he/she/it is authorised to act as an Affiliate in his/her/its country, that and agrees to provide EVEDEX LLC FZ with identification to confirm his age if required to do so by EVEDEX LLC FZ;

    3. the Affiliate does not have any criminal convictions of any kind subsisting at the Effective Date;

    4. the Affiliate has not posted or published any materials on any platforms and/or expressed in writing or on audio record any materials which are regarded by EVEDEX LLC FZ in its sole and absolute discretion as discriminatory, racist, homophobic, sexist or extremist (whether political or religious);

    5. the Affiliate has not used paid followers, bots or other forms of technology to artificially inflate his/her follower numbers or make his/her posts appear more popular;

    6. his/her content (save to the extent that he incorporates material provided by EVEDEX LLC FZ) will not infringe the copyright or any other rights of any third party;

6.1.7 his/her 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;

  1. the rights the Affiliate has granted to EVEDEX LLC FZ are vested in the Affiliate absolutely and the Affiliate has not previously assigned, licensed or in any way encumbered them (save under the terms of use of the social media platform where the copyright works are posted) and the Affiliate agrees not to do so in the future;

  2. the Affiliate has disclosed in writing to EVEDEX LLC FZ all material facts that are relevant to his/her engagement as EVENT HORIZON LLC FZ’s Affiliate, including the nature and duration of past and existing endorsement agreements between the Affiliate and third parties and endorsement agreements that are likely to be concluded during the Term.

  3. The Affiliate shall indemnify EVEDEX LLC FZ against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by EVEDEX LLC FZ arising out of or in connection with any third-party claims or any action, adjudication or decision taken against EVEDEX LLC FZ by any Competent Authorities, in each case directly or indirectly arising (in whole or in part) out of any inaccuracy in or breach or non-performance of any of the representations, warranties, covenants or agreements made by such Affiliate in or pursuant to these Terms.

Intellectual Property Rights

  1. During the Term, you may use the EVEDEX LLC FZ Trade Marks (as defined below) and copyrightable work that are specified by EVEDEX LLC FZ for your use solely to create and use your own promotional content for the

Program Activities, in accordance with these Terms and the Program Rules, and the brand guidelines and other instructions as EVENT HORIZON LLC FZ may make available to you from time to time, but subject to EVEDEX LLC FZ’s prior written approval of the promotional content you create. You may not use such promotional content you create without EVEDEX LLC FZ’s prior written approval.

  1. You grant to EVEDEX LLC FZ a perpetual, irrevocable, sublicensable, royalty-free license, during and after the Term of these Terms, to reproduce, distribute, display, perform, modify and otherwise use any text, images, videos or other content (including promotional content) that you create or publish in connection with the Program Activities (collectively, the “Affiliate Image”), for any marketing, promotional or internal business purposes, without attribution or further compensation to you.

  2. EVEDEX LLC FZ’s trade marks (including, but not limited to the “EVEDEX LLC FZ”, “EVEDEX LLC FZ logo”, trade marks etc.), service marks, trade dress, logos and any other indicia of the source of EVEDEX LLC FZ LLC FZ ’s goods or services (“EVEDEX LLC FZ Trade Marks”) are all the property of EVEDEX LLC FZ and its affiliates. Your limited right to use the EVEDEX LLC FZ Trade Marks in connection with the Program Activities does not give you any right, title or ownership interest with respect to the EVEDEX LLC FZ LLC FZ ’s Trade Marks. All goodwill arising from your use of the EVEDEX LLC FZ Trade Marks in connection with Program Activities, as permitted pursuant to these Terms, will insure to the sole and exclusive benefit of EVEDEX LLC FZ.

  3. You agree and acknowledge that your Affiliate Image will be of the highest quality. Should the quality of the Program Activities you conduct fall below a standard deemed acceptable by EVEDEX LLC FZ, EVEDEX LLC FZ reserves the right to terminate your permission to use the EVEDEX LLC FZ Trade Marks if the quality is not restored within a reasonable time.

Announcement

  1. The Affiliate agrees to refer all enquiries from the media and other third parties received by them concerning EVEDEX LLC FZ, the EVEDEX LLC FZ Platform, these Terms and the Program Rules to such representative of EVEDEX LLC FZ as may be notified by EVEDEX LLC FZ to the Affiliate.

  2. The parties shall co-operate in good faith on all announcements regarding these Terms, the Program and/or the Program Activities. The Affiliate shall not issue any announcement regarding these Terms, the Program and/or the Program Activities or use any EVENT HORIZON LLC FZ Trade Marks, without first consulting and obtaining the prior written approval of EVEDEX LLC FZ.

Confidentiality

  1. The parties recognise that each party has a legitimate interest in maintaining confidentiality regarding these Terms, the subject matter of these Terms or any other agreements, documents or transactions referred to or contemplated herein and all trade secrets, confidential and/or proprietary knowledge or information of or disclosed by each other party and its Associates which that party may receive or obtain as a result of entering into or performing its obligations under these Terms (collectively, “Confidential Information”).

  2. Each party undertakes to the other parties that it shall keep the Confidential Information in the strictest confidence, and shall not, without the prior written consent of the party disclosing the Confidential Information, use or disclose to any person Confidential Information, information relating to these Terms or the transactions contemplated hereunder it has or acquires or information which by its nature ought to be regarded as confidential (including without limitation, any business information in respect of the each other party which is not directly applicable or relevant to the transactions contemplated by these Terms).

  3. Clause 11.2 shall not prohibit disclosure or use of any Confidential Information if and to the extent:

    1. the disclosure or use is required by law, any regulatory body or any stock exchange on which the shares of either party (or its holding company) are listed;

    2. the disclosure or use is required to vest the full benefit of these Terms in the parties;

    3. the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of these Terms or any other agreement entered into under or pursuant to these Terms;

    4. the disclosure is made to professional advisers or Associates of any party on a need to know basis and on terms that such professional advisers or Associates undertake to comply with the provisions of Clause 9.2 in respect of such information as if they were a party to these Terms;

    5. the information is or becomes publicly available (other than as a result of any breach of confidentiality);

    6. the disclosing party has given prior written approval to the disclosure or use; and

    7. the Confidential Information is already in the lawful possession of the party receiving such information (as evidenced by written records) at the time of disclosure.

Limitation of liability

  1. References to liability in this Section include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

  2. Nothing in these Terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence; and fraud or fraudulent misrepresentation.

  3. Subject to Clause 12.2:

    1. EVEDEX LLC FZ’s total liability to the Affiliate under these Terms shall not exceed the Commissions

payable by EVEDEX LLC FZ to the Affiliate under these Terms;

  1. EVEDEX LLC FZ shall not have any liability to the Affiliate for:

    • loss of profits;

    • loss of sales or business;

    • loss of agreements or contracts;

    • loss of anticipated savings;

    • loss of use or corruption of software, data or information;

    • loss of or damage to goodwill; or

    • indirect, incidental, special or consequential loss.

  2. EVEDEX LLC FZ shall have no liability for loss of publicity or loss of opportunity to enhance the Affiliate’s

reputation, even if EVEDEX LLC FZ delays or abandons the Program.

  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 Site, 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.

  2. We shall notify you by email, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claims or choose our own legal counsel, but are not obligated to do so.

  3. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO THEORY OF LAW (TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE), SHALL WE OR ANY OF THE INDEMNITEES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES ARISING FROM THE USE OR MISUSE OF, OR INABILITY TO USE, THE PLATFORM, THE SITE, 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.

  1. Maximum Liability. IN NO EVENT SHALL OUR LIABILITY, REGARDLESS OF THE FORM OF ACTION AND DAMAGES SUFFERED BY YOU, EXCEED THE HIGHEST AGGREGATE FEES PAID BY YOU TO US IN CONNECTION WITH THE PLATFORM WHICHEVER IS GREATER.

  2. Force Majeure. We will not be liable for our failure to perform any obligations under these Terms 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.

Termination

  1. EVEDEX LLC FZ may terminate these Terms, and any agreement with any Affiliate, effective immediately, without cause or upon any breach, such breach determined at the sole and absolute discretion of EVEDEX LLC FZ, of these Terms, the User Agreements, and/or the Program Rules by the Affiliate. Upon termination, your rights as set forth in these Terms will immediately terminate and you will immediately cease conducting all Program Activities.

Other Provisions

  1. Further Assurances

Each of the parties shall, and shall use its reasonable endeavors to procure and ensure that any necessary third party shall, from time to time execute such documents and perform such acts and things as any of the parties may reasonably require to give each of the parties the full benefit and effect of these Terms.

Whole Agreement

The User Agreements, the Program Rules and these Terms contain the whole agreement between the parties relating to the subject matter of these Terms at the Effective Date to the exclusion of any terms implied by law which may be excluded by contract and supersedes any other previous written or oral agreement between the parties in relation to the matters dealt with in these Terms.

Time of Essence

Any time, date or period mentioned in any provision of these Terms may be extended by mutual agreement in writing between the parties in accordance with these Terms or by agreement in writing but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid time shall be of the essence.

Waiver

  1. Any liability to any party under these Terms may in whole or in part be released, compounded or compromised, or time or indulgence given, by it in its absolute discretion as regards the other party under such liability without in any way prejudicing or affecting its rights against such other party in any other respect.

  2. No failure on the part of any party to exercise and no delay on the part of any party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under these Terms preclude any other or further exercise of it or any other right or remedy.

Assignment

The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under these Terms. EVEDEX LLC FZ may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without reference to the Affiliate but by serving a written notice on you, which takes effect upon the delivery of such notice.

Remedies

No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any party shall not constitute a waiver by such party of the right to pursue any other available remedies.

Third Party Rights

A person who is not a party to these Terms has no right to enforce any term of, or enjoy any benefit under, these Terms.

Costs and Expenses

Each party shall pay its own taxes, legal, professional and other costs and expenses in connection with the negotiation and execution of these Terms.

Notices

Any notice required under these Terms shall be given in writing and sent to the email address or any electronic messaging channel or address of the other party as set out in writing, or such other address as shall have been notified to the other party in accordance with this provision. Notices shall be sent by electronic transmission with immediate effect.

Invalidity

  1. If any provision in these Terms shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

  2. To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 14.10.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of these Terms and the legality, validity and enforceability of the remainder of these Terms shall, subject to any deletion or modification made under Clause 14.10.1, not be affected.

Translation

These Terms may be translated into another language. However, in the event of any inconsistency between the English language version and a translated version, this English version will at all times prevail.

Electronic acceptance/endorsement

To the extent permitted by the Applicable Laws and Regulations, the parties agree that these Terms may be agreed between the parties or executed electronically, or any part thereof, shall not be denied legal effect, validity, or enforceability solely on the ground that it is in the form of an electronic record. The parties further agree that they shall not dispute the validity, accuracy, legal effectiveness or authenticity or enforceability of these Terms merely on the basis that it is executed or agreed electronically, and that such electronic record shall be final and conclusive of the parties’ agreement of any relevant matter as set out in these Terms.

Non-Solicitation

Except as otherwise agreed between the parties in writing, during the Term, and for a period of two (2) years, after any termination of these Terms hereunder for any reason, the Affiliate shall not, directly or indirectly, (i) induce or attempt to induce any employee or representative of EVEDEX LLC FZ, licensees of EVEDEX LLC FZ, and/or other Affiliates to leave; (ii) in any way interfere with the relationships between EVEDEX LLC FZ and any such employee or representative of EVEDEX LLC FZ, licensees of EVENT HORIZON LLC FZ, and/or other Affiliates; (iii) employ or otherwise engage as an employee, consultant or otherwise any such employee or representative of EVEDEX LLC FZ, licensees of EVEDEX LLC FZ, and/or other Affiliates; (iv) solicit or otherwise attempt to establish any business relationship with any user of the Platform or client to whom EVEDEX LLC FZ and its Associates had provided services at any time during the Term.

Anti-Bribery & Corruption

  1. Each party represents that performance under these Terms will be made in compliance with the anti-bribery and anti-corruption laws in any Applicable Laws and Regulations, and neither it, nor any of its directors, officers, agents or employees acting on behalf of it, has taken any action that will cause the other party or their Associates to be in breach of such Applicable Laws and Regulations.

  2. Each party warrants that it and its Associates have not made, offered, or authorised and will not make, offer, or authorise with respect to the matters which are the subject of these Terms, any payment, gift, promise, reimbursement or other transfer of anything of value, or any solicitation, or other advantage, whether directly or indirectly through any other person or entity, to or for the use or benefit of any officer or employee of the other party or any public official (i.e., any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate the Applicable Laws and Regulations.

  3. Neither party shall make any unofficial payment made to (i) a government employee to speed up an administrative process where the outcome is already pre-determined (facilitation payment) in the performance of its obligations in terms of these Terms; or (ii) to any political party for the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful, illegal or improper means.

  4. Each party agrees to maintain adequate internal controls and to keep accurate and complete records that support the payments due and all transactions under these Terms.

  5. Any breach of, or failure to comply with, the provisions of this Clause shall be deemed a material of these Terms and shall entitle the non-breaching party to immediately terminate these Terms and any agreement between the parties forthwith.

Nature of Agreement

Nothing in these Terms will create, or be deemed to create a partnership, a joint venture, an agency, a fiduciary duty or a contract of employment between the parties. The only relationship created by these Terms is that of independent

contractors and EVEDEX LLC FZ will not in any event be regarded as the employer of the Affiliate. Except as expressly provided herein, neither party by virtue of these Terms has the authority to transact any business in the name of the other party or on its behalf or to incur any liability for or on behalf of the other party.

Jurisdiction and Dispute Resolution

  1. These Terms, your use of the Program, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of these Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of UAE (Dubai) without regard to the principles of conflicts of laws thereof.

  2. 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 the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first refer the Dispute to proceedings at the UAE (Dubai).

  3. You agree that EVEDEX LLC FZ 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.

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

Miscellaneous

  1. EVEDEX LLC FZ reserves the right to unilaterally modify these Terms (including the aforementioned contents) if necessary. Such modification may happen at any time without prior notice. If any changes are made, the revised contents may be posted on the Website. Please regularly check the latest information posted therein to inform yourself of any changes. Your continued use of, access to or participation in the Program and/or the Service following the posting of any changes constitutes acceptance of those changes. If you do not accept the revised content, please stop using such access, participation and/or use immediately.

  2. You shall carefully read these Terms, and any document referred to in these Terms that constitute the contents of these Terms. If there is anything that you do not understand in the Agreement and/or any document referred to herein, you should contact EVEDEX LLC FZ and seek clarification.

  3. EVEDEX LLC FZ has the sole and final discretion of interpretation of these Terms.

Contacting Us

You may contact the Company regarding these Terms, the Site or the Platform as follows:

EVEDEX LLC FZ

Address: The Dome Tower, Unit 201/209 JLT, Dubai, UAE License Nr: 2415762.01

WIO Bank (Aed Account)

IBAN: AE600860000009800734751 BIC: WIOBAEADXXX

e-mail: [email protected]

tel.: +97145795311