Community Quest Partnership Standard Terms and Conditions

These Community Quest Partnership Standard Terms and Conditions, together with the Community Quest Request Form and Terms of Use, form an agreement (“Agreement”) between CoinMarketCap (“CMC”) and the partner identified in the Community Quest Request Form (“Partner”) for the partnership in respect of the relevant Community Quest (“Community Quest”) published on the Community page on CMC’s website (“Community Page”). 

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. Applicable Data Protection Laws: all applicable laws of any jurisdiction which relate to the protection of personal data.

C. Community Quest Request Form: means the Community Quest Request Form provided by CMC, submitted by Partner and agreed by the Parties pursuant to these Community Quest Standard Terms and Conditions.

D. 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.

E. Marks: with reference to either Party, any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans of the Party, whether or not registered.

F. Terms of Use: this Agreement incorporates the Terms of Use that can be 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. Partnership

2.1 Community Quest is organized under a partnership between CMC and Partner (“Partnership”) whereby each Party is responsible for performing its respective role and obligations as set out below under the terms and conditions of this Agreement.

2.2 Partner shall complete and submit the Community Quest Request Form provided by CMC and where necessary, amend and/or supplement the Community Quest Request Form to the satisfaction of CMC.

2.3 The Partnership shall only commence, and the Parties’ rights and obligations thereunder shall only arise, upon CMC’s approval of the Community Quest Request Form submitted by the Partner.

2.4 Parties agree to carry out their respective roles and responsibilities as set forth in the Community Quest Request Form and below:

2.4.1  Partner is responsible for providing to CMC all of the contents of the post setting out the required details of the Community Quest (“Post”) according to the Community Quest Request Form and for ensuring the completeness and accuracy of all such contents. 

2.4.2  CMC has the right, in its sole discretion, to require any amendments to, and to approve, the contents of the Post. Once approved, the Post will be published on the Community Page. 

2.4.3 In the event the Partner requires any modification or variation to the Community Quest or the contents of the Post, the Partner shall make a request in writing to CMC and CMC shall have the right, in its sole discretion, to decide whether such modification or variation should be made and if so, the steps to take.

2.4.4  CMC will assess the eligibility of the entries submitted to CMC in response to the Community Quest. Participants who satisfy all the participation criteria set out in the Post will be considered “Eligible Participants”. CMC will make all reasonable efforts to verify the eligibility of the Eligible Participants and reserves the right, in its absolute discretion, to disqualify any participant as it considers appropriate. 

2.4.5 The winner(s) of the Community Quest (“Winners”) will be selected at random from the pool of Eligible Participants and the selection process will be managed and supervised by CMC. 

2.4.6 CMC has the right, in its sole discretion, to determine how the verification process of Eligible Participants and the random selection process of Winners are conducted, including without limitation the choice and use of such methods, tools, mechanisms, rules, schedules, applications and/or systems as it deems suitable, or as may be varied from time to time, in these processes. 

2.4.7 Any processes conducted or any determination made by CMC in relation to the verification of Eligible Participants and the random selection of Winners shall be final and indisputable. CMC will make all reasonable efforts, and to the extent practicable, to ensure that such processes are conducted properly but is not liable in any way whatsoever for any error or oversight, whether human or mechanical, during such processes and in the final results thereof.

2.4.8 CMC will issue notification to the Winners on its platform and inform the Partner of the wallet address (or the equivalent information) provided by the Winners (“Recipient Details”) in their entries to the Community Quest for the purpose of receiving the reward(s) set out in the Post (“Rewards”). CMC is under no obligation to provide to the Partner any information, including any personal data, about the Winners other than what is necessary to enable the Partner to distribute the Rewards to the Winners.

2.4.9 Partner is solely responsible for distributing the Rewards to the Winners and shall do so not later than three (3) days from the notification of the Recipient Details (or on the date otherwise agreed by the Parties). Partner shall distribute the Rewards in the manner stipulated in the Post and adhere to any specifications of such distribution and the Rewards as set out in the Post or announced and/or communicated to the Winners. Within 24 hours of the distribution of the Rewards, the Partner shall deliver to CMC the transaction hash of such distribution.

2.4.10 Should the Partner be unable to distribute the Rewards, at all or in the manner required, and/or where a modification of the distribution or the Rewards is required, the Partner is under an obligation to remedy the situation within three (3) days from the notification of the Recipient Details (or from the date otherwise agreed by the Parties for such distribution) by communicating such inability and/or modification directly to the Winners and resolving any queries that the Winners may have in relation thereto.

2.4.11 In the event of any issue, controversy or dispute (whether during or after the period of the Community Quest) in relation to any contents of the Post or any part of the Community Quest, including but not limited to post-distribution of the Rewards, the Partner is under a continuing obligation to handle and resolve such issue, controversy or dispute. CMC shall direct all related queries and/or complaints from the participants and/or the Winners to the Partner and the Partner shall resolve or otherwise settle any such queries and/or complaints promptly and effectively. 

2.4.12 In the event Partner fails to handle and/or resolve any issue, controversy or dispute resulting in any loss to CMC, including without limitation any damage to the brand, goodwill and/or reputation of CMC, the Partner shall be liable for any such loss or damage and to indemnify CMC pursuant to Clause 5.3. For the avoidance of doubt, Partner’s obligations under Clause 2.4.11 and Clause 2.4.12 shall survive the expiry or termination of this Agreement.

3. Representations and Warranties

3.1 The Partner represents and warrants to CMC that:

(i) it has full power and authority to enter into this Agreement and perform its obligations hereunder;

(ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;

(iii) it shall comply with all applicable laws, regulations, codes of practice and all applicable terms and policies of CMC;

(iv) it shall conduct all necessary due diligence to ensure the accuracy of the contents related to the Community Quest and/or provided in the Post or to CMC;

(v) it shall not knowingly commit, and shall take all necessary precautions to ensure that it does not commit, any act or any activity that are in violation of any third party’s rights, including, without limitation, any infringement of third party’s Intellectual Property Rights;

(vi) it shall not engage in, and shall take all necessary precautions to ensure that it is not engaged in, any scam or any act with the intent to defraud CMC and/or any of its users;

(vii) it shall not knowingly run Community Quests on behalf of users that are already banned; and

(viii) it shall not impersonate any person or entity or falsely state or otherwise misrepresent its affiliation with a person or entity.

3.2 CMC does not warrant or guarantee (i) the accuracy of any of the information, including those submitted by any participants or obtained from any third parties, provided to the Partner or published on the Community Page; and (ii) that any actions taken by CMC in respect of the Community Quest, including the verification process of Eligible Participants and the random selection process of Winners, are free of any error, inaccuracy, omission, oversight or malfunction, whether due to human, technical or mechanical causes.

4. Other Rights and Obligations

4.1 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.

4.2 Partner grants CMC a non-exclusive, non-transferable, non-assignable, royalty-free licence to use its Marks solely for the purposes of performing this Agreement, including in connection with any marketing materials developed and promotional activities undertaken under this Agreement. 

4.3 Notwithstanding anything to the contrary in this Agreement, any marketing, publicity, and/or public announcement or any use of CMC’s Marks is not permitted except with CMC’s prior written consent for each instance of use and shall always be subject to CMC’s branding guidelines and relevant policies.

4.4 CMC shall retain all Intellectual Property Rights in all contents used, developed or published by CMC.

4.5 Partner shall refrain from any act or activity which might be reasonably considered to be immoral, deceptive, scandalous, obscene or unethical and shall not be involved in or cause anything that adversely affects or could in CMC’s opinion adversely affect CMC, its branding, its goodwill, and/or its reputation, including any actual or alleged criminal activity or wrongdoing.

4.6 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 to the extent necessary so as to exercise its rights and perform its obligations under this Agreement.

4.7 Partner agrees that as money damages from breach of its obligations under this Clause 4 will be an inadequate remedy to the loss suffered by CMC, CMC shall have the right to obtain injunctive relief from any court of competent jurisdiction in order to prevent the breach of any such obligation.

5. Liability and Indemnity

5.1 CMC shall not be liable to the Partner, whether in tort (excluding gross negligence or intentional fraud), contract or otherwise, for any disputes, claims, loss or damage whatsoever arising out of or in connection with the Partnership or this Agreement or any collateral contract, including 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.

5.2 Subject to Clause 5.1, CMC's aggregate liability in respect of any claims based on any events arising out of or in connection with the Partnership or this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total fees (if any) payable by the Partner to CMC under this Agreement or any collateral contract.

5.3 Partner shall indemnify, defend, and hold harmless CMC (and its Affiliates, and each of their officers, directors, employees, and agents) from and against all liabilities, damages, and costs (including settlement costs and legal fees) arising out of any claim asserted against any one of them for (i) breach of any applicable laws and regulations; (ii) breach by the Partner of its obligations or representations and warranties under this Agreement or any collateral contract; (iii) any negligence, misconduct or omission by the Partner arising from this Agreement or any collateral contract; or (iv) infringement or alleged infringement of third party’s Intellectual Property Rights. 

6. Data Protection

6.1 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.

6.2 Each Party agrees that any third party data and/or personal information that may be obtained by such Party as part of the Community Quest (“Data”) will be collected, stored and maintained according to generally accepted data collection standards and applicable government law, rule or regulation. 

6.3 Partner 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. Partner shall indemnify and hold harmless CMC 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.

6.4 Partner shall not process Data other than to the extent, and in such a manner, as is necessary for the purpose of performing its obligations under this Agreement.

6.5 Upon request of CMC, the Partner shall delete or return to CMC all Data on termination or expiry of this Agreement unless the Partner is required by law to continue to retain or process the Data.

7. Term and Termination

7.1 The Partnership shall commence on the date that the Community Quest Request Form is approved by CMC. Unless terminated earlier in accordance with this clause, this Agreement shall apply to the Partnership until the completion of the Community Quest, up to and including the date on which the Rewards are distributed to the Winners and the transaction hash of such distribution is received by CMC from the Partner.

7.2 Without affecting any other right or remedy available to it, CMC may terminate this Agreement (i) at any time for any reason by giving not less than 24 hours’ prior written notice to the Partner; or (ii) immediately upon written notice to the Partner if (x) there is any breach of the terms and conditions in this Agreement by the Partner or (y) there is a scam associated with or involving the Community Quest.

7.3 On expiry or termination of this Agreement, any license granted in this Agreement shall cease to have effect, and any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall remain in full force and effect.

8. Governing Law and Dispute Resolution

8.1 This Agreement shall in all respects be governed, construed and interpreted by the laws of Singapore. 

8.2 Any matter or dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in Singapore 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.