1.     The Parties Responsibilities and Obligations

1.1.          The Company will provide the Services in accordance with the Terms of Services agreement featured on its website (https://www.bitsofgold.co.il) (the "ToS Agreement" and "Website" respectively). For the avoidance of doubt, the Affiliate, in its capacity as such, will not be considered a party to the ToS Agreement. 

1.2.          The Affiliate will take measures to refer new Clients to the Company. The Company has the right, under its sole discretion, to refuse to provide the Services to any Client, if the documents and information provided during the Company's KYC examination are not sufficient or, in the Company's sole discretion, do not sufficiently and satisfactorily establish the Client's eligibility for the Services. In such an event, the Affiliate will not have or file any complaint or lawsuit against the Company. 

1.3.          The Company shall have the sole right to refuse or deny any Client referred by the Affiliate and the Affiliate shall have no claim against such refusal. In addition, the Company may stop providing Services to any Client immediately, at its own full and sole discretion.

1.4.          The Affiliate acknowledges that it is a fully separate entity from the Company and that it may not make any commitment or representation on behalf of the Company. Further, the Affiliate warrants that it shall not, under any circumstances, enter into agreements nor make any representations or negotiations on behalf of the Company, and shall not present itself as an agent of the Company without a prior written approval of the Company.

1.5.          The Affiliate is obligated at all times to be in compliance with the relevant data protection regulations as may be applied from time to time.

1.6.          When and if the Affiliate will receive a link in order to mark the Clients referred by it to the Company (the "Link"), the Affiliate will obtain from the Company, prior to posting the link online, a written approval with respect to any website and webpage in which the Affiliate wishes to post the Link.

2.     Consideration

2.1.          In consideration for the referral of new Clients to the Company, the Affiliate shall be entitled to a commission (the "Commission"). The Commission will be determined as a percentage of the overall monthly fees (excluding VAT) received from any Client referred to the Company by the Affiliate.

2.2.          The Commission shall stand at 15%  (including VAT) of the overall monthly fees (excluding VAT) received from any Client referred to the Company by the Affiliate.

For example purposes only, if the overall monthly fees received from a Client referred to the Company by the Affiliate are equal to USD 117 including VAT (assuming VAT rate of 17%), and the Affiliate deserves a referral fee of 5%, then: The overall monthly fees (excluding VAT) received from the Client referred to the Company by the Affiliate amounts to USD 100 and the Affiliate's Commission amounts to USD 5, including VAT, which means the Affiliate's Commission, excluding VAT, amounts to USD ~4.273.    

2.3.          The Commission for any fees received by the Company from Clients referred by the Affiliate in a given month will be paid out to the Affiliate after 10 business days have passed from the end of each month, subject to the provision of an invoice by the Affiliate. 

2.4.          Upon the Affiliate's demand, the Company shall have 20 business days to provide the Affiliate with access to the various fees received by the Company from each Client referred by the Affiliate, in a manner determined by the Company in its sole discretion. The Affiliate hereby agrees that in order to preserve the Company's clients' privacy, any access to data requested by the Affiliate will be provided to the Affiliate only at the Company's accountants premises and the manner of presentation of such data shall preserve the Company's clients' anonymity and protect their privacy.   

2.5.          The Company, under its sole discretion, may waive, discount, refund, postpone or change in any other way the fees paid by the Clients referred by the Affiliate and the Affiliate shall have no complaint nor shall it file any lawsuit or action regarding the effect of such decisions made by the Company on its Commission.

2.6.          The Affiliate acknowledges that the Commission shall be the sole and only compensation it shall receive in connection with this Agreement, and the Company shall not be required to pay any additional compensation to the Affiliate. 

2.7.          Without derogating from anything in this Agreement, unless stated otherwise, all payments and amounts referred to in this Agreement shall be deemed to be exclusive of VAT (or any similar or equivalent tax in any jurisdiction) which shall be payable by the relevant payer upon receipt of the appropriate VAT invoice from the relevant payee.

2.8.          Notwithstanding anything in this Agreement, the Affiliate shall only be entitled to the Commission with respect to each Client, subject to the following:

2.8.1.                 The Client referred by the Affiliate has never in the past received any service, including the Services, from the Company, whether in its capacity as a natural person or via a corporation in which it may be considered a substantial shareholder.

2.8.2.                 If the Client was referred via a Link, the Affiliate upheld his obligation in accordance with section ‎1.6. 

2.8.3.                 The Affiliate was a registered User (as such term is defined in the ToS found on the Website) with the Company upon the Client's registration. 

2.8.4.                 The Affiliate did not have any knowledge and did not assist the Client in any way, to commit any type of fraud or deceit in order to pass the Company's KYC examination.

Sections ‎2.8.1 – ‎2.8.4 shall henceforth be referred to as the "Pre-Conditions".

For the avoidance of doubt, failure to comply with or uphold any of the Pre-Conditions will deny the Affiliate its Commission with respect to that Client. In an event where a failure to comply or uphold any of the Pre-Conditions is discovered after the Commission has already been transferred to the Affiliate, the Affiliate hereby warrants that it will dully and hastily return the full sum of the Commission after receiving a written notice from the Company.   

2.9.          Subject to the above, the Company will transfer the Consideration to the Affiliate's bank account, in accordance with the bank details supplied by the Affiliate in Annex A

3.     Confidentiality

3.1.          "Confidential Information" means any and all information, whether written, oral or recorded on any other media which the Affiliate may receive, obtain, be exposed or have access to, which relates to the Company, its subsidiaries, and their clients including their business, marketing materials, financial information or other activities. Confidential Information shall not include information that (i) is or subsequently becomes publicly available lawfully and without the Affiliate's breach of any obligation owed to the Company, (ii) was known to the Affiliate prior to the Company's disclosure of such information to the Affiliate. The burden of proof in respect of any of the aforesaid exception shall be upon the Party seeking to rely on such exception.

3.2.          Any disclosure of the Confidential Information required by a third party, requires prior notice to and consultation with the Company.

3.3.          The Affiliate shall keep the Confidential Information in strict confidence and shall not disclose the Confidential Information to any third party.

3.4.          The Affiliate shall be bound and will abide by these terms and use at least the same degree of care in safeguarding the Confidential Information, as it uses for its own confidential information of like importance, but in any case, at least a reasonable degree of care.

4.     Intellectual Property

4.1.          All intellectual property rights, copyrights, trademarks, trade names, patents and other intellectual property rights, including in the Company’s Systems and software, shall remain the property of the Company and nothing in this Agreement shall be construed as a transfer of ownership of any such rights to the Affiliate, at any time during and after this Agreement is terminated for any reason.

4.2.          Nothing in this Agreement shall be construed as granting or conferring upon the Affiliate, whether expressed or implied, any right by license or otherwise, under any proprietary or statutory right of the Company, existing prior to or coming into existence after the signature date of this Agreement, including but not limited to rights with respect to any patents, trademarks, copyrights, designs, utility models or trade secrets.

5.     Non-Solicitation and Non-Exclusivity

5.1.          This Agreement is non-exclusive. The Company provides and will continue to provide services to clients that are not referred by Affiliate and Affiliate may refer clients to other companies for similar Services as the Services.

5.2.          The Affiliate shall not solicit, cause or permit any other entity or person to solicit or otherwise cause any client of the Company (regardless of whether a Client was referred by Affiliate or any other entity or person) to terminate or limit business relations with the Company.

6.     Termination

6.1.          This Agreement shall be in force for an indefinite term unless terminated by either party. Either party may terminate this Agreement at any time for any reason or for no reason by providing with no prior notice of such termination.

6.2.          A party wishing to terminate this Agreement shall do so in writing ("Termination Notice"). The Termination Notice shall include the date of termination. A Termination Notice that will not include a date of termination shall be considered as an immediate termination.  

7.     No Warranty

7.1.          The relationship between the parties as it is established by this Agreement is that of an independent contractor and a client, and nothing contained in this Agreement shall be construed as to create a partnership, joint venture, agency or any other relationship between the Parties except to that of an independent contractor and a client.

7.2.          Each Party shall be responsible for its own expenses, wages, employee benefits and all taxes, contributions and withholdings under all applicable laws and to comply with all relevant laws and regulations.

8.     Indemnity

8.1.          Affiliate shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with this Agreement, caused by the Affiliate in negligence or wilful misconduct or by its employees or agents.

9.     Dispute Resolution

9.1.          This Agreement and the Parties’ performance shall be governed by and enforced in accordance with the laws of Israel without reference to principles and laws relating to the conflict of laws.

9.2.          Any litigation or other legal disputes between the Parties shall take place only in the appropriate courts in Tel Aviv. 

10.    Miscellaneous

10.1.      This Agreement constitutes the entire agreement between the Parties hereto relating to the subject matter hereof, and all prior negotiations, agreements and understandings, whether oral or written, are superseded hereby.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.