Airdrop Partnership Standard Terms and Conditions

These Airdrop Partnership standard terms and conditions, together with the Airdrop Partnership Cover Sheet (as defined below), form an “Agreement” between the CoinMarketCap entity identified in the Airdrop Partnership Cover Sheet (“CoinMarketCap”) and the partner identified in the Airdrop Partnership Cover Sheet (“Partner”) for the partnership between the Partner and CoinMarketCap. If there is any conflict between any of the provisions in these Airdrop Partnership standard terms and conditions and the provisions in the relevant Airdrop Partnership Cover Sheet, the provisions in these standard terms and conditions shall prevail, unless expressly stated otherwise in the “Special Terms” section of the relevant Airdrop Partnership Cover Sheet.

(each a “Party” and collectively, the “Parties”).

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Interpretation
   
   1.1 Definitions:
   
   A. Affiliates: in relation to a company, an entity that such company controls, is controlled by or is under common control with, or any of their respective legal successors. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to elect or dismiss a majority of the board of directors (or other governing body) or to direct or cause the direction of the management and policies of such party, entity or person, whether through ownership of voting securities or otherwise.
   
   B. Airdrop Partnership Cover Sheet: means the Airdrop Partnership Cover Sheet completed, agreed and executed by the Parties pursuant to these Airdrop Partnership standard terms and conditions.
   
   C. Applicable Data Protection Laws: all applicable laws of any jurisdiction which relate to the protection of personal data.
   
   D. Business Day: a day, other than a Saturday, Sunday or public holiday in Singapore, when banks in Singapore are open for business.
   
   E. Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
   
   F. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.
   
   G. Marks: with reference to either Party, any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans of a party to this licence, whether or not registered.
   
   1.2 Clause and schedule headings shall not affect the interpretation of this licence.
   
   1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this licence.
   
   1.4 If there is an inconsistency between any of the provisions in the main body of this licence and the schedules, the provisions in the main body of this licence shall prevail.
   
   1.5 Unless the context otherwise requires, words in the singular shall include the plural and those in the plural include the singular.
   
   1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
   
   1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
   
   1.8 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   
   1.9 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

2. Partnership
   
   2.1 This Agreement incorporates the Terms of Use found at https://coinmarketcap.com/terms/. In the event of any conflict, the terms of this Agreement shall prevail solely to the extent of such conflict. 
   
   2.2 Parties agree to perform their respective roles and responsibilities as set forth in Airdrop Partnership Cover Sheet to this Agreement.
   
   2.3 The campaign shall only commence upon completion of the due diligence process.
   
   2.4 CoinMarketCap has sole discretion in the selection of winners and shall deliver the winner list to the project team upon the end of campaign.
   
   2.5 CoinMarketCap has sole discretion to determine on the steps in which users need to go though to collect tokens.
   
   2.6 Any content shall be provided by the project team and CoinMarketCap has the right to edit the content as it deems appropriate.
   
   2.7 The Partner represents and warrants to CoinMarketCap that:
   
   (1) it has full power and authority to enter into this Agreement and perform its obligations hereunder;
   (2) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
   (3) it shall comply with all applicable laws, regulations and codes of practice;
   (4) it shall not knowingly run campaigns on behalf of users that are already banned for violations of terms; and
   (5) it shall not impersonate any person or entity or falsely state or otherwise misrepresent its affiliation with a person or entity or have any intent to defraud CoinMarketCap.

3. Marks
   
   3.1 Each party acknowledges and agrees for all purposes that all Marks associated with the other party or the other party's services, products, literature, promotional materials or otherwise, whether or not registered, constitute the other party's exclusive property.
   
   3.2 Each party (Proprietor) grants to the other party (Licensee) a non-exclusive, non-transferable, non-assignable, royalty-free licence to use the Marks of the Proprietor solely for the purposes of performing its obligations under this licence, including in connection with any advertising, marketing and promotional activities undertaken and materials developed under this licence, in accordance with the Proprietor’s branding guidelines as provided by the Proprietor from time to time and provided that any such use of the Marks have been approved by the Proprietor in advance. 
   
   3.3 All uses by the Licensee of the Proprietor's Marks shall be in accordance with such quality control standards as the Proprietor may promulgate from time to time. The Licensee shall refrain from all uses of the Proprietor's Marks to which the Proprietor objects.
   
   3.4 All uses of the Proprietor's Marks by the Licensee, including all goodwill arising, shall accrue solely to the benefit of the Proprietor.
   
   3.5 All promotional literature and other materials prepared by either party in connection with its promotional obligations under this licence shall bear appropriate copyright and/or trademark notices as prescribed by the party whose content or branding is included therein.
   
   3.6 The Licensee shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to the Proprietor's Marks.
   
   3.7 At no time during the term of this license or thereafter shall the Licensee attack, challenge or file any application with respect to any Proprietor Mark.
   
   
4. Fees and payment
   
   4.1 Partner shall pay CoinMarketCap a fee as set forth in the Airdrop Partnership Cover Sheet, which compromises of the service fee and deposit. The deposit shall be refunded within ten (10) Business Days upon the end of campaign. The service fee and the deposit shall be paid to CoinMarketCap prior to the start of the campaign or upon signing of the Agreement, whichever instructed by CoinMarketCap. CoinMarketCap shall only commence preparation of the event upon receipt of service fees and deposit. 
   
   4.2 CoinMarketCap shall not refund the deposit should the project team fail to distribute the correct amount to the agreed wallet address(es) upon the agreed time. Further, deposit shall not be refunded if there are events or activities caused by, including but not limited to, scam, fraud, inadequate amount, and late or missed distribution. Notwithstanding the above, CoinMarketCap has the sole discretion to determine the criteria of whether deposit shall be refunded.
   
   4.3 In the event the Partner fails to organize the event in accordance with the Airdrop Partnership Cover Sheet within one (1) year of signing the Agreement, this Agreement shall be terminated with immediate effect and the service fee shall be deemed to be forfeited. CoinMarketCap shall refund the deposit to the Partner within thirty (30) days of termination of the Agreement.
   
   
5. Warranties
   
   5.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform the licence granted under this Agreement.
   
   5.2 This licence sets out the full extent of the CoinMarketCap's obligations and liabilities in respect of the supply of the CoinMarketCap's Marks. All conditions, warranties or other terms concerning the supply, purported supply or non-supply of the CoinMarketCap’s Marks which might otherwise be implied into this licence granted under this Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
   
   
6. Limitation of liability
   
   6.1 CoinMarketCap shall not be liable to the Partner for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
   
   6.2 Subject to 7.1, CoinMarketCap's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this licence or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 50% of the total fees payable by the Partner to the CoinMarketCap under this licence in that calendar year.
   
   
7. Indemnification
   
   7.1 Partner will indemnify, defend, and hold harmless CoinMarketCap, its affiliates, and each of their officers, directors, employees, and agents (the “CoinMarketCap Indemnitees”) from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim asserted against a CoinMarketCap Indemnitee (i) breach of any applicable laws and regulations (ii) for any breach by the Partner of the representations and warranties in this Agreement, (iii) any negligence, misconduct, act or omission by the Partner arising from this Agreement and (iv) infringement or alleged infringement of third party’s Intellectual Property Rights.  
   
   
8. Intellectual property rights
   
   8.1 Content.  CoinMarketCap shall retain all Intellectual Property Rights in all contents used and created by CoinMarketCap.

9. Personal Data
   Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
   
   Each party agrees that any third party data and/or personal information that may be obtained by such party as part of the Project (“Data”) will be collected, stored and maintained according to generally accepted data collection standards and applicable government law, rule or regulation. In particular, Party B represents and warrants that any personal data collected in connection with this Agreement shall comply with the relevant data privacy laws and shall procure that any subcontractors, licensors, Affiliates comply with the same. Party B shall indemnify and hold harmless Party A against any third party claims, fines or penalties arising from any breach of the Applicable Data Protection Laws in the course of performing this Agreement.

10. Term and termination
    
    10.1 The license granted under this Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with this clause, this Agreement shall continue for the term set forth in Schedule 1 (Term).
    
    10.2 Termination for Breach. Without affecting any right or remedy available to it, CoinMarketCap may terminate this Agreement immediately upon written notice under the following circumstances:
    
    (i) if there is a breach of any terms and conditions under this agreement on the part of Partner;
    (ii) if there is a scam or complaints by users on the part of Partner; and
    (iii) any representations and warranties given by the Partner is found to be untrue or misleading.
    
    10.3 Termination by Partner. Partner may terminate this Agreement upon 14 days of written notice. CoinMarketCap shall not refund the paid fees if the Partner terminates the Agreement. CoinMarketCap shall not refund any paid fees due to termination of breach by the Partner. 
    
    10.4 Termination for Insolvency. This Agreement shall terminate, without notice, (i) upon the institution against the sponsored party of bankruptcy proceedings or any other proceedings for the settlement of debts; or (ii) upon the sponsored party making an assignment for the benefit of his creditors.
    
    10.5 Termination by CoinMarketCap. Without affecting any other right or remedy available to it, CoinMarketCap may terminate this Agreement by giving not less than 1 months' written notice to the Partner. 
    
    10.6 On expiry or termination of this Agreement,
    
    (a) all provisions of this licence granted in this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect;  and
    (b) Any fees accrued as at the effective date of termination shall become immediately due and payable.
    
    
11. Force majeure
    
    Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

12. Confidentiality
    
    12.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, assets, affairs, Partners, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 12.2.
    
    12.2 Each party may disclose the other party's confidential information:
    
    (a) to its affiliates, employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its affiliates, employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 12; and
    (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    
    12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
    
    
13. Announcements
    
    No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. Should the Partner breach this Clause 13, CoinMarketCap has the right to request that the Partner removes any such public announcement and the Partner shall comply as soon as practicable and in any event, no less than twenty-four (24) hours. The foregoing shall not preclude any other remedies that CoinMarketCap has at law or in accordance with this Agreement.

14. Protection of Reputation
    
    During the term of the Agreement and within two (2) years after termination with or without cause, each Party (for the purposes of this Clause, the “Offending Party”) agrees that it will take no action which is intended, or could reasonably be expected, directly or indirectly, to harm the other Party or its reputation or which could reasonably be expected to lead to unwanted or unfavorable publicity to the other Party. In the event of a breach or threatened breach of such covenant by an Offending Party, the injury or imminent injury to the value and the goodwill of the other Party’s business may not be reasonably or adequately compensated in damages in an action at law. Accordingly, the Offending Party expressly acknowledges that the other Party shall be entitled to specific performance, injunctive relief or any other equitable remedy against the Offending Party, without the posting of a bond, in the event of any breach or threatened breach of such covenant in this Clause. For the avoidance of doubt, a breach of this Clause shall be considered a material breach of this Agreement which shall entitle either Party to terminate this Agreement in accordance with Clause 10.2.

15. Non-solicitation
    
    During the term of this Agreement and for a period of one (1) year after any termination of the Agreement hereunder for any reason, Partner will not, directly or indirectly, (i) induce or attempt to induce any employee or independent contractor of the CoinMarketCap and licensees of CoinMarketCap to leave; (ii) in any way interfere with the relationships between CoinMarketCap and any such employee or independent contractor of CoinMarketCap and licensees of CoinMarketCap; (iii) employ or otherwise engage as an employee, independent contractor or otherwise any such employee or independent contractor of CoinMarketCapand licensees of CoinMarketCap; or (iv) solicit or otherwise attempt to establish any business relationship with any user of CoinMarketCap’s platform or client to whom CoinMarketCap and its Affiliates had provided services at any time during the term of this Agreement.

16. Anti-bribery
    
    16.1 Each party represents that it is familiar with (i) the U.S. Foreign Corrupt Practices Act 1977,  (ii) the UK Bribery Act 2010, or (iii) other public and commercial anti-bribery laws which may apply and (iv) international anti-corruption treaties such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption) (“Anti-Bribery Laws”). 
    
    16.2 Each party represents that performance under this Agreement will be made in compliance with the Anti-Bribery Laws 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 affiliates to be in breach of any applicable Anti-Bribery Laws. 
    
    16.3 Each party warrants that it and its affiliates have not made, offered, or authorised and will not make, offer, or authorise with respect to the matters which are the subject of this Agreement, 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 organisation) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate the applicable Anti-Bribery Laws. 
    
    16.4 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 this Agreement; 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. 
    
    16.5 Each party agrees to maintain adequate internal controls and to keep accurate and complete records that support the payments due and all transactions under this Agreement. 
    
    16.6 Any breach of, or failure to comply with, the provisions of this Clause 16 shall be deemed a material of this Agreement and shall entitle the non- breaching party to terminate the Agreement forthwith.
    
    
17. Miscellaneous
    
    17.1 Relationship. The Parties are independent contractors without the power to bind, contract or commit the other Party, and will represent themselves to any third parties only as such.
    
    17.2 Assignment. Sponsored party shall not assign or transfer any part of his rights or obligations under this Agreement, without the prior consent in writing of CoinMarketCap. Notwithstanding the foregoing, CoinMarketCap may assign this Agreement to any entity and/or third party without reference to the sponsored party.   
    
    17.3 Injunctive Relief. Partner agrees that as money damages from breach of his obligations under the provisions for “Confidentiality”, “Use of Trademarks” and “Intellectual Property Rights” of this Agreement will be an inadequate remedy to the loss suffered by CoinMarketCap, CoinMarketCap shall have the right to obtain injunctive relief from any court of competent jurisdiction in order to prevent the breach of any such obligation.
    
    17.4 Non-Waiver. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or any other right, power or privilege.
    
    17.5 Severability. If any provision herein is found by a court of competent jurisdiction to be void or unenforceable, the provision shall be modified as necessary to conform to such laws or, if such modification would destroy the intent of the Parties, the provision shall be severed from this Agreement, and this Agreement shall be interpreted without reference to the severed provision.
    
    17.6 Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements, representations, understandings, whether written or oral. It is further agreed that:
    
    (a) no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking which is not expressly contained in this Agreement;
    (b) no Party shall have any remedy in respect of misrepresentation or untrue statement made by any other Party which is not expressly contained in this Agreement;
    (c) this provision shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation; and
    (d) no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each Party. The expression “variation” shall include any amendment, supplement, deletion or replacement however effected.
    
    17.7 Notices. Any notice required under this Agreement shall be given in writing, in the English language and sent to the address or e-mail address of the other Party, or such other address or number as shall have been notified to the other Party in accordance with this provision. Notices shall be sent by registered post or equivalent, courier, or by electronic transmission. If posted, the notice shall be deemed to have been received three (3) working days after the date of posting or, in the case of a notice to an addressee not in the country of the sender, ten (10) working days after the date of posting. If sent by electronic transmission, upon confirmation of complete receipt being given by the intended receiving Party. If couriered, notice will be deemed to have been received on delivery. 
    
    17.8 Governing Law and Jurisdiction. Without reference to choice or conflict of law principles and rules otherwise applicable, this Agreement shall in all respects be governed, construed and interpreted by the laws of the Republic of Singapore. The Parties hereby irrevocably consent and agree that any matter or dispute arising out of or in any way connected with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it, shall be referred to and finally resolved by arbitration, administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre 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 and the language of the arbitration shall be in English. The English language shall prevail.
    
    17.9 Third Party Rights. This Agreement does not confer any rights or remedies on any third party.  
    
    17.10 Inconsistency. In event of any inconsistency between the schedules and the main body of this Agreement, the latter shall prevail. 
    
    17.11 Translation. This Agreement 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 and take precedence. Any translation must include a provision to the same effect as this Clause.
    
    17.2 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.