Terms and conditions

(i) prepare or disseminate any written materials regarding the KMS or associated Services other than those provided or approved in writing by Kinesis;

(ii) provide any misleading, confusing or incomplete information regarding Kinesis, the KMS and its associated Services;

(iii) impose on a potential Referral or Referral any surcharge, fee or other amount in connection with the Programme;

(iv) pay an incentive fee to a potential Referral or Referral, unless previously consented to by Kinesis;

(v) discriminate among potential Referrals or Referrals in any way;

(vi) ask for or accept any document from a potential Referral or Referral in connection with Kinesis, the KMS and its associated Services;

(vii) generate potential Referrals or Referrals from spam/unsolicited activities (including but not limited to comment spam, email spam, spam across social media groups etc); or

(viii) purchase or bid on the Kinesis name, brand, trademarks, product or Services names, or keywords (including, but not limited to, ‘Kinesis”, “Kinesis Monetary System”, “KMS”, “KAU”, “KAG”, “KVT,” and “Kinesis Blockchain”), for search engine marketing.

(i) ensuring a Referral or potential Referral is advised of and strictly adhere to the requirements and obligations herein, including the Code of Conduct (together with any modifications or amendments to the Programme or these Terms which may be made from time to time (see article 7.2 of these Terms) ;

(ii) promoting the KMS in a legally compliant, accurate, complete, unbiased and fair manner;

(iii) ensuring that Partner Links and Partner Codes are not used in connection with prohibited websites (including, websites with illegal content, pornographic content, racially motivated content, that feature tobacco, drugs, or narcotics);

(iv) on an ongoing basis taking all reasonable measures to prevent fraudulent activity by potential Referrals or Referrals with respect to Partner Links or Partner Codes;

(v) fully cooperating with Kinesis in investigating and remedying potential Referral or Referral complaints about the Programme and responding within five business days, or such shorter time as required by applicable law or governmental authority, to any request for information, audit or review related to your participation in the Programme;

(vi) limiting your discussions with each potential Referral or Referral regarding the Services, providing such potential Referrals with a Partner Link or Partner Code, approved materials or expressly authorized information; such as the Customer Service email or telephone number to contact Kinesis and;

(vii) providing to Kinesis in a timely manner all information requested relating to your participation in the Programme;

(viii) complying with the terms and conditions of any third-party websites (including social networks) when participating in the Programme; and

(ix) with respect to any documents or forms provided to or to be executed by, a potential Referral or Referral or which constitute a disclosure required by Kinesis or under applicable law in connection with the Services, only using such documents and forms provided to you, or approved in writing, by Kinesis (and only using the latest version thereof) and not modifying any such documents or forms without Kinesis’ prior written consent. Fraudulent traffic will be identified and will not be eligible for a reward.

(x) co-operating with all ongoing communications with your Partner Manager, including attending scheduled meetings, providing updates and responding in a timely manner to all enquiries.

3.1. As a Partner, you will make Referrals to Kinesis consisting of new users to the KMS and its associated Services, as designated by Kinesis in its sole discretion, in accordance with these terms. Following approval to participate in the Programme, you will be given access to a unique Partner Link or Partner Code, for your sole use in conjunction with the Kinesis Partner Programme.

3.2. Kinesis may provide you with marketing materials such as, but not limited to; documents, images, videos, and other creative materials, collectively referred to as “Materials”. You acknowledge and agree that any changes to the Materials are strictly prohibited without Kinesis’ prior written consent.

3.3. The Programme is designated to attract end-users who have not previously opened a KMS account. A “Referral” is an individual, who is at least 18 years old or a business, in each case who has met the following requirements:

(i) Registered a new KMS account through the Kinesis website (Kinesis.Money) or App., using the Partner Link or Partner Code, including completing the Kinesis KYC requirements;

(ii) Account approval by Kinesis (in its sole and absolute discretion) for a KMS account;

3.4. Referrals you make that are any of your immediate family members, or, if you are a legal entity, any of your subsidiaries or any person that controls you or, to your knowledge, any of your subsidiaries’ directors, officers or agents, are not eligible for the Partner Yield.

3.5. Please note that Kinesis is only able to acquire users from select jurisdictions. Kinesis reserves the right to deny an account or other Kinesis product or service at any time to any potential Referral or Referral at the sole and absolute discretion of Kinesis.

4.1. The Partner shall receive a Partner Yield consisting of a percentage of the aggregate fees collected by Kinesis from Referrals. The amount of the Partner Yield shall bespecified by Kinesis at the time of Kinesis Partner registration and may be updated from time to time at Kinesis’ sole and absolute discretion. The payment of the Partner Yield is subject to these Terms and your adherence to the same. If in the reasonable opinion of Kinesis, you fail to comply with any of these conditions, Kinesis reserves the right to withhold or refuse to pay any Partner Yield.

4.2. The Partner Yield shall be remitted to Partners in KAU tokens, one of the native currencies of the KMS. Partners will receive Partner Yield directly to their KMS account within the first 14 calendar days of the month following the month it was accrued.

4.3. Fees generated from Referrals in violation of these terms (including because of fraudulent or abusive actions) are not eligible for the Partner Yield.

4.4. Your participation in the Programme may be subject to tax in your jurisdiction, and you shall be fully responsible for any filing, reporting and payment of any tax due to the relevant authority. Kinesis provides no tax advice and shall not be required to compensate the Partner for its tax obligations.

5.1. You shall not have the authority to make any commitments or enter into any agreements or to incur any liabilities whatsoever on behalf of Kinesis, nor shall Kinesis be liable for any acts, omissions, contracts, commitments, promises, or representations made by you.

5.2. You shall not make any representations or warranties relating to Kinesis, the KMS and its related Services, except to those disclosed in the Materials. You agree that you will not impose or collect any surcharge, fee or other amount of any kind, including but not limited to any administrative fee, affiliate or referral fee or similar from any potential Referral or Referral in relation to the Programme, the KMS or its Services.

5.3. You hereby represent and warrant to Kinesis that you:-

(i) have the right, power and authority to participate in this Programme and to perform your obligations as set forth herein;

(ii) are under no obligation or restriction that does or would interfere or conflict with your obligations under this Programme, nor will you assume any such obligations or restrictions during the term hereof; and

(iii) the information provided by you in connection with this Programme is true, correct, and complete.

5.4. You represent that you are operating in compliance with all applicable local laws, including with respect to laws governing money laundering and anti-terrorism. Kinesis reserves the right to terminate a Partner relationship (with immediate effect) if Kinesis determines it risks non-compliance with money laundering and anti-terrorism requirements, or for any other reason.

6.1. As between Kinesis and you, you acknowledge Kinesis’ exclusive right, title, and interest in and to the trademark rights in any Materials or materials or logos shared with you and that you have a temporary, revocable license to utilise the same, purely for the actions contemplated by these Terms. You agree that you shall not acquire any right of any kind in any Kinesis trademarks, brand names, or intellectual property because of your participation in the Programme, and you agree that all such uses shall inure to the benefit of Kinesis. As between Kinesis and you, you acknowledge Kinesis’ exclusive right, title and interest in and to the copyright in all Materials and logos and you agree that you will not contest or assist another in contesting that copyright or Kinesis’s ownership of the same. All Materials, if any, provided by Kinesis to you under this Programme, and all proprietary rights in and to all such Materials shall remain the sole and exclusive property of Kinesis, subject only to the non-exclusive right granted to you under this Programme.

6.2. You are prohibited from purchasing or bidding on Kinesis’ name, brand, trademarks, product or services names, or keywords (including, but not limited to), ‘Kinesis”, “Kinesis Monetary System”, “KMS”, “KAU”, “KAG”, “KVT,” and “Kinesis Blockchain”, for search engine marketing.

6.3. You may not assign any rights or licences granted by this Programme without prior written consent by Kinesis. Any rights granted by this Programme are non-sublicensable. Nothing in this Programme grants you, or authorizes you to grant to any other person, firm or corporation, any right to use provided Materials, logos, or your Partner Link or Partner Code in any way or by any means or manner. Any attempt to assign, transfer, or subcontract any rights, duties, or obligations arising under these terms shall be void and of no effect.

6.4. If Kinesis, in its sole discretion, determines that any use of Materials, logos, your Partner Link or Partner Code or any Code of Conduct under this Programme is inappropriate, either based on the locations; use; depictions of the Materials, logos; and/or Kinesis believes the use is inappropriate for any other reason, Kinesis reserves the right to terminate your Partner eligibility immediately. If Kinesis determines that such a termination is appropriate, you shall not be eligible to receive the Partner Yield effective as of the date of notice of termination.

7.1. Kinesis may suspend or terminate the Programme or your ability to participate in it at any time for any reason and with immediate effect. Kinesis also reserves the right to suspend Partner status or invalidate future or current Partner Yield following any activity that Kinesis considers to be abusive, fraudulent, or in violation of these Terms, violation of local law, consumer protection regulations and or any other applicable policy or regulation. We reserve the right to review and investigate all Referral and Partner activities and to suspend Partner eligibility or modify Referrals at our sole discretion as deemed fair and appropriate, including, but not limited to, if we detect traffic or referrals that exhibit abnormal behaviour.

7.2. Kinesis may, in its sole discretion, modify or update these Terms at any time without prior notice. It is your responsibility to refer to these Terms for updates and changes. We will post the modification on the www.kinesis.money website and in your Partner account; applications, or services, which are effective upon posting. Continued participation in the Programme after any modification of these Terms shall constitute consent to such modification.

8.1. You agree to indemnify, defend, and hold Kinesis, its affiliates and Kinesis’s group of companies, and the officers, directors, employees, agents, contractors, consultants and representatives of each of them harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your participation in the Programme. Kinesis reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action. You agree not to settle any such matter without the prior written consent of Kinesis.

9.1. You undertake that you shall not, at any time during the term of this Agreement and following its termination or expiry, disclose to any person any confidential information concerning the business affairs, systems, procedures, customers, clients or suppliers of Kinesis or its group, except as permitted by clause 9.2.

9.2. You may disclose Kinesis’ confidential information strictly in only the following circumstances:

(i) to your employees, representatives or contractors who need to know such information for exercising your obligations under this Agreement and where such parties comply with this, clause 9.

(ii) as may be required by law, a court of competent jurisdiction or a government or regulatory authority.

9.3. You shall only use Kinesis’ confidential information for exercising your rights and complying with your obligations of this Agreement.

9.4. Kinesis shall record telephone, chat, video call or email conversations with you without the use of a warning, and may use the recordings for purposes such as, but not limited to, training and quality assurance.

10.1. You acknowledge and agree that these Terms are non-exclusive and Kinesis may appoint other agents, consultants, contractors or other third parties to perform the same or similar activities.

10.2. These Terms do not create any joint venture, partnership, agency, or employment relationship with Kinesis, other than set forth herein.

10.3. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Kinesis provides in connection with the Programme. All communications by Kinesis to you under these Terms may be sent to the email address Kinesis has on file for you. It is the responsibility of the Partner to keep all contact information up-to-date with Kinesis.

10.4. You agree that these Terms and any dispute arising out of the Programme shall be governed by and construed in accordance with the laws of the Cayman Islands without regard to any conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to these terms or the Programme shall be instituted exclusively in the courts located inthe Cayman Islands. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.