Ordinals Summit (12 September 2023)

Ordinals Summit 2023 Affiliate Program Terms & Conditions

These Terms and Conditions (these “Terms”) constitute a legally binding agreement between you (“you” or the “Affiliate”) and Birthday Research Ltd. (the “Company”).

This Affiliate Program offers you the opportunity to share discounts with your friends and family, and also earn rewards by promoting and referring event participants to the event. By participating in this Affiliate Program, you agree to the following: -

1. RECITALS

1.1. You shall promote and facilitate the sales of tickets to the Ordinals Summit 2023 via this Affiliate Program.

2. DISCOUNT CODE

2.1. After the Company approves your application to be an Affiliate via our Affiliate Platform, the Company will generate for you a personalized discount code to promote tickets to the Ordinals Summit 2023 (the “Discount Code”).

2.2. The Company reserves all rights to amend or remove the Discount Code at its sole and absolute discretion, including but not limited to changing the discount percentage tied to the Discount Code.

2.3. The Company may provide you with a limited non-exclusive, non-transferable licence to use certain materials and guides on the Company and/or the Ordinals Summit 2023, solely in respect of your participation in the Affiliate Program. Any such licence and materials will be provided to you in writing.

3. CALCULATION AND PAYMENT OF COMMISSION

3.1. You will receive payment from the Company for your services (the“Commission”) when the following conditions are met: -

3.1.1. Five (5) or more tickets are purchased for the Ordinals Summit 2023 using your Discount Code at the point of payment; and
3.1.2. The purchase is not subsequently disputed or refunded.

3.2. The Commission that you will receive is calculated based on the total number of tickets that you sell.

3.2.1. If you sell less than 5 tickets, you will not receive any commission from the ticket sales that are made using your Discount Code.
3.2.2. If you sell between 5 to 10 tickets, you will receive 5% of all ticket sales that are made using your Discount Code.
3.2.3. If you sell between 11 to 20 tickets, you will receive 6% of all ticket sales that are made using your Discount Code.
3.2.4. If you sell more than 21 tickets, you will receive 7% of all ticket sales that are made using your Discount Code.

3.3. Payment to you may be made in cryptocurrency (ERC-20 USDT, ERC-20 USDC, or Bitcoin) or in fiat (USD via wire transfer). The Company will rely on the details provided by you to us in writing after we have approved your application to participate in the Affiliate Program, in order to effect the type and mode of payment. You understand and agree that if you opt for payment to be made in digital assets or cryptocurrency, you must ensure that your digital wallet address is compatible with the type of cryptocurrency that you have opted for (ERC-20 USDT, ERC-20 USDC, or Bitcoin). The Company has no obligation to ensure the compatibility of your digital wallet address with the cryptocurrency payment that you have opted for, and you understand that the Company is unable to support the retrieval of digital assets or cryptocurrency that are deposited to digital wallet addresses that are not compatible.

3.4. Any bank fees or charges relating to the payment of the Commission (whether charged by the sending or receiving bank or paid as exchange/network/gas fees) will be borne by and paid by you.

3.5. You acknowledge that the Company shall have no responsibility for any errors that you may have made in providing the payment details, and shall have no responsibility or obligation to check the details provided before the transfer is effected. You further accept that the Company shall have full discretion over the pricing and valuation date used to calculate the Commission value. In the event that you opt for payment to be made in digital assets or cryptocurrency, you acknowledge that there may be severe volatility in pricing and will not seek to hold the Company and its affiliates liable for any fluctuations in the value of the Commission if you choose to receive it in digital tokens or cryptocurrency.

3.6. The payment of Commission to you will only be made twenty eight (28) calendar days after the conclusion of the Ordinals Summit 2023, to allow the Company to verify that the conditions in paragraph 3 have been met, and to calculate the Commission value. The Company shall have sole and absolute discretion and shall be the ultimate authority in determining, verifying, and calculating the Commission due to you.

4. PROHIBITED ACTIVITIES

4.1. The Company will not pay out any Commissions for the following situation: Where you redirect purchases from third-party websites or social media accounts imitating the Company, Ordinals Summit 2023, and/or their affiliates.

4.2. The Company may, in its sole and absolute discretion, withhold or refuse to make payment to you in the event that: -

4.2.1. you breach any part of this Agreement or have breached any representations and/or warranties made by you;
4.2.2. it has become illegal, impossible, and/or excessively difficult or expensive to make payment to you for your services;
4.2.3. you are uncooperative when requested by the Company and/or its agents, representatives, or services providers for documents relating to your participation in the Affiliate Program;
4.2.4. you commit any act which in the reasonable opinion of the Company would disparage or impair the reputation or integrity of the Company; or
4.2.5. you commit any act which casts an unfavorable light upon the Company, or are accused of performing or committing any act which could adversely affect the Company’s products, services, or reputation.

5. PROMOTION AND MARKETING

5.1. You acknowledge and agree that you will, in the course of carrying out your obligations under these Terms, comply with the Monetary Authority of Singapore’s Guidelines on Provision of Digital Payment Token Services to the Public [PS-G02], and that you will not trivialize the risks of trading Digital Payment Tokens and/or cryptocurrencies.

6. TRADEMARKS AND IP

6.1. Affiliates will be granted a limited non-exclusive, non-transferable licence to use the Ordinals Summit 2023 logos and artwork during their participation in the Affiliate Program solely in respect of the services rendered by them under the Affiliate Program and for no other purpose. The Company reserves all rights to implement restrictions in respect of the use of this licence or to revoke the licence at any time, and shall notify you accordingly in writing.

6.2. The Company reserves all rights to terminate this Agreement and remove you from the Affiliate Program in the event of a breach of paragraph 6.1 of this Agreement, and may exercise any of the remedies available at paragraph 4 above in the event of such a breach.

7. PERSONAL DATA

7.1. By applying to participate and by participating in the Affiliate Program, you expressly consent to the collection, use, and transfer of your personal data as described in this clause to the full extent permitted by and in full compliance with applicable law.

7.2. We use information held about you for the following purposes:

7.2.1. to fulfil parties’ respective obligations as stated in these Terms or to take steps at your request prior to you entering into these Terms;
7.2.2. verifying your identity;
7.2.3. processing payment or credit transactions;
7.2.4. complying with laws and regulations and/or legal obligations that are applicable to us in any part of the world;
7.2.5. assisting in law enforcement and investigations conducted by any governmental and/or regulatory authority;
7.2.6. responding or taking part in legal proceedings, including seeking professional advice;
7.2.7. communicating with you and responding to your questions or requests; and
7.2.8. purposes directly related or incidental to the above.

7.3. We will keep your personal data we hold confidential but you agree we may provide information to:

7.3.1. any member of our group, which means our subsidiaries and/or related companies, as defined in Section 5 and Section 6 of the Companies Act 1967, Singapore and/or Recital 48 of the General Data Protection Regulation (GDPR);
7.3.2. personnel, agents, advisers, auditors, contractors, financial institutions, and service providers in connection with our operations or services (for example customer due diligence and the provision of support services), who may be unaffiliated third parties whether in Singapore or abroad;
7.3.3. our overseas offices, affiliates, business partners and counterparts (on a need-to-know basis only);
7.3.4. persons under a duty of confidentiality to us;
7.3.5. persons to whom we are required to make disclosure under applicable laws and regulations in any part of the world; or
7.3.6. actual or proposed transferees of our operations (or a substantial part thereof) in any part of the world.

7.4. THIRD PARTY DISCLOSURE

7.4.1. We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information unless we provide you with advance notice. This does not include website hosting partners and other parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others’ rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

7.5. YOUR RIGHTS

7.5.1. Subject to any applicable legal and regulatory exemptions, you have the right to:

7.5.2. check whether we hold personal data about you;

7.5.3. access any personal data we hold about you; and

7.5.4. require us to correct any inaccuracy or error in any personal data we hold about you.

7.5.5. Any request under this clause may be subject to a small administrative fee to meet our cost in processing your request.

7.5.6. You may refuse to provide or withdraw your consent for us to collect, use or disclose your personal data by giving us reasonable notice in writing via email, as long as there are no legal, regulatory or contractual restrictions preventing you from doing so.

7.5.7. If you refuse to provide or withdraw your consent for us to use your personal data, depending on the nature and scope of your request, you will not be able to participate in this Affiliate Program. Should you decide to cancel your withdrawal of consent, please inform us in writing via email to our Data Protection Officer at the contact details provided below.

7.5.8. Please note that your withdrawal of consent does not affect our right to continue to collect, process, retain and disclose your personal data where such collection, use and disclosure without consent is permitted or required under applicable laws and/or regulatory guidelines, such as Article 17 of the General Data Protection Regulation (GDPR).

8. RELATIONSHIP

8.1. The Parties agree that they are acting on their own behalf, and not as a broker, agent, employee or contractor of another party. The relationship between the Parties shall not create any agency, partnership, joint venture or other legal relationship between the Parties.

8.2. The Affiliate does not have any authority, and shall not represent that it has any authority, to (i) assume or create any obligations, express or implied, or (ii) make any warranty or representation on behalf of the Company, except as provided in this Agreement.

9. INDEMNIFICATION

9.1. You agree to indemnify the Company for, and to hold the Company harmless from, any loss, expense, and/or liability that the Company may sustain or incur as a consequence of or in connection with your breach of any terms of this Agreement and/or any breach by you of any guidelines, laws or regulations that are applicable to the Company.

10. OTHERS

10.1. There is no limit to the number of tickets that you can sell via this Affiliate Program.

10.2. The Company may change the terms of the Affiliate Program at any time due to changing market conditions, risk of fraud, or any other factors we deem relevant. This includes, but is not limited to, adjusting the calculation of commission at any point and adjusting the rules of this Affiliate Program. Your continued participation in the Affiliate Program will deem as your continued agreement to the Agreement including the revisions. It is recommended that you periodically review this Agreement and associated documents.

11. TERMINATION

11.1. These Terms shall become effective upon our acceptance of your Affiliate application and shall last until the obligations in clause 3.4 above are fulfilled, or the Company terminates the Affiliate Program, or the Company notifies you of your removal from the Affiliate Program. Such termination shall be effective immediately, and the Affiliate must cease usage of the Company’s trademarks, Discount Code, materials and guides, and other material belonging to the Company (where applicable) within five (5) business days. Clauses 6 to 9, 10, and 12, shall survive the termination of these Terms.

12. GOVERNING LAW AND JURISDICTION

12.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.

12.2. The Parties agree to use all reasonable efforts to resolve any dispute, controversy or claim arising out of or in connection to this Agreement or its existence or formation or arising out of or in relation to the transactions contemplated by it or its formation, or the breach, termination or invalidity of it or those transactions, including any non-contractual dispute or claim (a "Dispute" ) by mutual agreement.

12.3. This Agreement shall be governed, interpreted, and enforced under the laws of the Republic of Singapore, without regard to its choice of law rules. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre("SIAC Rules")for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore, the Tribunal shall consist of a single arbitrator, and the language of the arbitration shall be English.

12.4. Nothing in this Agreement shall be construed as preventing any of the Parties from seeking any injunctions or other interim relief in any court of competent jurisdiction.