Marketing Agreement Standard Terms and Conditions

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

1. Marketing Activities. The parties agree to perform the promotional, marketing and other business activities as set forth in the Marketing Campaign Cover Sheet attached hereto and incorporated herein (“Marketing Activities”), during the term set forth in the Marketing Campaign Cover Sheet (such term, the “Term”). If required to comply with applicable law or due to the business needs of CoinMarketCap, CoinMarketCap shall have the right to amend the Marketing Activities to be carried out upon notice to Partner. For the purposes of this Marketing Activities, specific individual(s) employed, engaged or contracted by the Partner shall participate in the Marketing Activities in accordance with this Agreement (such term, the “Relevant Person”). Except as may be expressly agreed in this Agreement, each party shall be responsible for its expenses and costs during its performance under this Agreement.
   
   
2. Independent Contractor.  Nothing in this Agreement shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties, and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party.  Each party shall be solely responsible for its employees and contractors used to perform this Agreement.
   
   
3. Protection of Reputation. Partner agrees that during and after the Term, it will not take any action which is intended, or could reasonably be expected, to harm CoinMarketCap and its affiliates, or their reputation or which could reasonably be expected to lead to unwanted or unfavourable publicity to CoinMarketCap. CoinMarketCap is entitled, at its sole and absolute discretion, to terminate the Agreement with immediate effect if in its opinion Partner breaches this clause 3.
   
   
4. Fees and Payment.
   
   4.1 Fees.  Fees to be paid by one party to the other party in connection with this Agreement shall be as set forth in the Marketing Campaign Cover Sheet (such fees, the “Fees”).  
   
   4.2 Taxes.  The owing party shall pay any sales, use or value-added taxes imposed by any taxing authority with respect to the Fees payable hereunder, provided that an owing party shall not be liable for any taxes related to the income of the other party.
   
   
5. Proprietary Rights.
   
   5.1 For the purposes of this Agreement, “Intellectual Property” means each of CoinMarketCap,  Partner  and Relevant Person’s (as applicable) likeness, name, image, statements, quotes, logos or other indicia, trademarks, trade names, service marks, domain names, copyrights, nicknames and social media account or handle and all materials, designs, recordings (oral, visual or in written form) produced, recorded and created through and by the Marketing Activities involving or by CoinMarketCap, Partner  and Relevant Person (as applicable).
   
   5.2 License to Use Partner's Marks. Partner hereby grants CoinMarketCap a non-exclusive license right to use the Partner’s Marks on a royalty-free basis, for the sole purpose of the Marketing Activities  as set forth herein, to promote Partner and/or its products or Partner or for any other purpose, during the term of this Agreement, throughout the world, in all media and formats (including, but not limited to, digital and social media) whether now or later known or developed, without further notice or compensation therefore (other than the Fee). For purposes of this Agreement, the term “Partner’s Marks" will mean those Partner or the Relevant Person’s (as applicable) name, trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the Partner or the Relevant Person (if applicable). Notwithstanding anything to the contrary herein, the Partner’s Marks will remain the property of the Partner or the Relevant Person (as applicable).
   
   5.3 Data.  CoinMarketCap agrees that any third party data and/or personal information that may be obtained as part of the Marketing Activities (“Data”) will be collected, stored and maintained according to generally accepted data collection standards and applicable government laws, rules or regulations.  
   
   
6. Confidential Information.
   
   6.1 Either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products, services, marketing, promotional or technical information in connection with this Agreement, which shall include the terms and conditions of this Agreement (collectively, the “Confidential Information”). For purposes hereof, Confidential Information will not include information: (a) which was previously known to Receiving Party without an obligation of confidentiality; (b) which was acquired by Receiving Party from a third party which was not, to the Receiving Party's knowledge, under an obligation to not disclose such information; (c) which is or becomes publicly available through no fault of Receiving Party; or (d) which Disclosing Party gave written permission to Receiving Party for disclosure, but only with respect to such permitted disclosure.
   
   6.2 Requirements. Except as otherwise required by applicable law, each Receiving Party agrees that (a) it will use the Confidential Information of the Disclosing Party solely for the purpose of this Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party's employees or agents on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care.  The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice of any disclosure of the Agreement terms that, in the opinion of its counsel, appears to be required by law, so that the Disclosing Party may assert any defenses to disclosure that may be available. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.
   
   
7. Publicity.  Partner acknowledges and accepts that, from time-to-time, CoinMarketCap may wish to market the work done in the course of performing the Marketing Activities and the parties hereby agree that CoinMarketCap may, at its discretion, without notice to Partner, issue marketing materials, press releases or otherwise refer to the Partner in the Marketing Activities.
   
   
8. Representations and Warranties; Disclaimer.  
   
   8.1 Partner hereby represents and warrants that:  (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) if a company, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws and regulations in its performance of this Agreement; and (e) the content, media and other materials used or provided as part of the Marketing Activities shall not infringe or otherwise violate the Intellectual Property rights, rights of publicity or other proprietary rights of any third party.
   
   8.2 EXCEPT AS SET FORTH HEREIN, COINMARKETCAP MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
   
   8.3 Partner and, as far as applicable, its respective parent companies, affiliates, subsidiaries, and the officers, directors, shareholders, employees, successors, assigns, contractors and agents of each of the foregoing, hereby releases and forever discharges CoinMarketCap and each of its respective parent companies, affiliates, subsidiaries, suppliers, distributors, advertising or promotional agencies, and the officers, directors, shareholders, employees, successors, assigns, contractors and agents of each of the foregoing from and against any and all liability, claims or actions of any kind whatsoever, including without limitation any and all claims or liability relating to or based upon injuries, damages or losses to persons, including death, and property which may be sustained directly or indirectly as a result of (a) Partner’s participation in the Marketing Activities ; or (b) Partner’s acceptance, receipt, ownership, misuse or use of any promotional prize or related activities.
   
   
9. CoinMarketCap shall not be responsible or liable for any activities, products, or services of the Partner that are promoted on the CoinMarketCap website. The Partner acknowledges and agrees that CoinMarketCap merely provides the space for marketing and does not endorse, warrant, or guarantee the quality, accuracy, or reliability of the Partner's activities, products, or services. Any issues or disputes arising from the Partner's activities, products, or services shall be resolved solely between the Partner and the affected parties.
   
10. Indemnification.
    
    10.1 Partner will indemnify, defend and hold harmless CoinMarketCap, its affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney’s fees) with respect to any third party claim arising out of or related to:  (a) the negligence or willful misconduct of Partner and its employees or agents in their performance of this Agreement; (b) a breach of Partner’s representations, warranties or obligations in this Agreement; (c) any claims that Partner’s Marks infringe a third party’s intellectual property rights, as long as the Partner’s Marks have been used in the manner approved by Partner; or (d) any complaints, claims, or actions by users of the Partner's services or products promoted in the Marketing Activities.
    
    10.2 Procedure.  CoinMarketCap (an “Indemnified Party”) shall provide prompt notice to Partner (the “Indemnifying Party”) of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.
    
    
11. LIMITATION OF LIABILITY.  IN NO EVENT SHALL: (I) EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II)  COINMARKETCAP’S LIABILITY EXCEED THE TOTAL AMOUNT OF FEES PAID TO PARTNER UNDER THIS AGREEMENT. 
    
    
12. Termination.
    
    12.1 Termination Events.  Either party may terminate this Agreement in the event of a material breach by the other party if the breach is not cured by the other party within ten (10) days’ written notice thereof by the non-breaching party.  Either party may terminate this Agreement in its entirety at any time without cause by giving thirty (30) days’ prior written notice of termination to the other party. Either party may terminate this Agreement immediately upon notice to the other party in the following circumstances: (a) the other party makes an assignment for the benefit of creditors, files an involuntary petition in bankruptcy or is adjudicated bankrupt or insolvent, has a receiver appointed for any portion of its business or property, or has a trustee in bankruptcy or trustee in insolvency appointed for it under law; or (b) upon the change of any applicable Law, regulations, directives, guidelines, orders or notices issued by any applicable governmental or regulatory authority, such change causes the party’s performance under this Agreement to violate any such applicable law, regulations, directives, guidelines, orders or notices issued by any applicable governmental or regulatory authority or substantially limits the party’s performance under this Agreement; or (c) the termination of the Agreement is required by applicable Law, a court of competent jurisdiction or any governmental or regulatory authority.
    
    12.2 Survival.  Any outstanding payment obligations and Sections 2, 3, 5, 6, 8, 9, 10, 11, 12.2, 13 and 14 shall survive the expiration or termination of this Agreement.
    
    
13.  General and Miscellaneous Provisions.
    
    13.1 Law and Arbitration.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF SINGAPORE. All disputes, controversies or claims between the Parties arising out of or in connection with this Agreement (including its existence, validity or termination) shall be finally resolved by arbitration to be held in Singapore, and conducted in English under the Rules of Arbitration of the Singapore International Arbitration Centre; provided, however, that each Party may enforce its or its Affiliates’ intellectual property rights in any court of competent jurisdiction, including but not limited to equitable relief. The arbitral award shall be final and binding on the Parties. Except to the extent of entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence.
    
    13.2 Notice.  Any and all notices permitted or required to be given hereunder shall be sent to the address first set forth in the Marketing Campaign Cover Sheet, or such other address as may be provided, and deemed duly given:  (a) upon actual delivery, if delivery is by hand;  (b) one (1) day after being sent by overnight courier, charges prepaid; or by on the day it was sent if sent by email.
    
    13.3 Waiver, Modification. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties.
    
    13.4 Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect.
    
    13.5 Force Majeure. Any delay in or failure by either party in performance of this Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use its best efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement.   
    
    13.6 No Assignment.  This Agreement may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this agreement, upon notice to the other party, to (a) an affiliate of such party, or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
    
    13.7 Entire Agreement.  This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement and that any agreement, statement or promise that is not contained in this Agreement shall not be valid or binding or of any force or effect.
    
    13.8 Execution. This Agreement may be executed in one or more counterparts and by exchange of signed counterparts transmitted by facsimile, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument
    
    
14. Non-Solicitation
    
    During the term of this Agreement and for a period of two (2) years 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 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 CoinMarketCap and 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. 
    
    
15. Anti-Bribery & Corruption
    
    15.1 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”).
    
    15.2 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.
    
    15.3 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.
    
    15.4 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.
    
    15.5 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.
    
    15.6 Any breach of, or failure to comply with, the provisions of this Clause 15 shall be deemed a material of this Agreement and shall entitle the non- breaching party to terminate the Agreement forthwith.
    
    
16. Modification of this Agreement
    We reserve the right to modify this Agreement at any time, at our sole discretion. Any changes will be effective immediately upon posting the revised Agreement on our website. It is your responsibility to review this Agreement periodically for any updates or changes. Your continued use of our services following the posting of any changes constitutes acceptance of those changes.