代理计划协议

本协议最后一次修订于 2021 年 5 月 6 日。

This Agreement (“Agreement”) is a legal contract between Abberton Trading Limited incorporated under the International Business Companies Act of 2016 of the Republic of Seychelles (“Overbit”, “we”, “us”) and “you” (“the Affiliate”). The Agreement sets forth the terms and conditions of your use of the Overbit Affiliate Program.

Overbit 是一个基于比特币和 Tether 的交易平台，由 Abberton Trading Limited 全资拥有。该联盟计划的名称是 Overbit 联盟计划（“联盟计划”）。通过注册成为会员，您向 Overbit 声明并保证：
您已阅读并理解隐私政策并同意其中规定的条款；

• 您不是条款和条件中指明的受限制司法管辖区的公民或居民；
• 您证明您已达到签订本协议的法定年龄；
• 术语“附属机构”或“您”是指申请并被接受加入附属计划的个人；
• The term “the affiliate’s channel” refers to the website, magazine, social media page, video or any other channel or medium on which the Affiliate agrees to place a link or QR code to Overbit’s website;
• “商品”是指通过其网站出售的所有产品、商品和库存。

1. 联盟计划注册

要注册和参与联盟计划，您必须是自然人并拥有有效的 Overbit 账户。

2. 从联盟计划中删除

Overbit 保留自行决定删除任何关联公司的权利。附属公司将无法向 Overbit 提起诉讼以取消附属计划。

如果我们出于任何原因删除您的计划，您不得使用相同的域/URL/频道重新申请加入联盟计划，或使用不同的域/URL/频道名称重新申请，然后添加之前被拒绝的域/URL/频道到您的会员帐户。 Overbit 保留自行决定随时通知或不通知任何潜在会员拒绝或从会员计划中删除的权利。

3. 拒绝理由

Without limiting the right to reject any application for any reason whatsoever in Overbit’s absolute discretion, the Affiliate application will be removed if it is incomplete, if the Affiliate’s channel contains images or content that is not acceptable to Overbit or is inconsistent with the image that Overbit wishes to create in association with its website, brand, or if the Affiliate’s channel contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Affiliate’s channel contains any material that appears to Overbit to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.

受限制的司法管辖区列在条款和条件的第 5 段中。任何位于受限制司法管辖区或居住在受限制司法管辖区的人不得：

• 作为Overbit的附属公司；
• 将任何推荐作为 Overbit 的附属机构；和
• 以其他方式收取因附属机构不在受限制的司法管辖区内或居民而产生的任何佣金。

4. 验收后终止

Even after Overbit has accepted the Affiliate as an Affiliate Program member, Overbit reserves the absolute right to rescind or terminate the Affiliate’s status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.

5. 佣金

Commissions under this Agreement will be paid to you based on the notional value of trades your referred users make. Second-tier commission payments may also be made according to the notional value of your second tier users’ notional value of trades. An increase in your account’s percentage will not lead to retroactive payments. Payments are made daily directly into your account in the currency your referred users deposited and traded. Overbit will track all Commissions earned and may, at its sole discretion, decide not to pay any Commission to you should we believe that any referral has been made in violation of its guidelines, in any breach of this Agreement or Overbit’s Terms and Conditions due to visitor, user or customer fraud, or visitor, user or customer contract cancellation.

Overbit 没有任何义务向不严格遵守本协议及其不时修改的指导方针的任何人支付任何佣金。

6. 不保证收入潜力

Overbit makes no guarantees and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Affiliate’s status. Any estimations provided are based on potential user trading activity and subject to change subject to market conditions.

7. Responsibility to Link Overbit’s Website

As a Program Affiliate, the Affiliate will have the obligation to place links on its channel directing users to Overbit’s website. Overbit will make available to the Affiliate button links, text links, and banner advertisements to be placed on the Affiliate’s channel which will direct users to Overbit’s website.
As a Program Affiliate, the Affiliate is given a limited-term license, during the term of the Affiliate active participation as a Program Affiliate, to utilise Overbit’s logo images provided to the Affiliate on the channel that the Affiliate designates in the Affiliate Program Application.

Overbit makes available to its Affiliates, links, banners and other information advertising its website to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary information. The Affiliate may display these materials on the Affiliate’s channel for the purpose of promoting Overbit’s website and participating in this Affiliate Program. If Overbit discontinues the Affiliate Program or if the Affiliate participation is terminated for any reason, the Affiliate will immediately cease using these materials and will delete all such materials from its channel(s) and from its computer(s).

The Affiliate must obtain Overbit’s approval of all links to Overbit’s website that the Affiliate place on its channels. The Affiliate will cooperate with Overbit in the establishment and placement of links on the Affiliate’s channels.

附属公司将仅被允许在附属公司计划申请中指定的渠道上使用 Overbit 提供给附属公司的链接。

The Affiliate will not modify the links or other materials that Overbit provided to the Affiliate or the placement of the links on the Affiliate’s page. The Affiliate consents to the Overbit monitoring the Affiliate’s website to determine continued compliance with this Agreement.

The Affiliate consents to Overbit including information relative to traffic from the Affiliate’s site in the Overbit reports. This information may be provided to outside parties.

8. 反垃圾邮件政策

Overbit maintains a Zero-Tolerance policy against SPAM, be it direct, third party or any Affiliate or similar agent acting on the Affiliate’s behalf. As such, Overbit reserves the right to terminate any violating Affiliate’s account or any part thereof, without notice or compensation.

任何被发现参与垃圾邮件/ UCE（未经请求的商业电子邮件）活动的附属公司，包括泛滥新闻组、向不想要信息的用户分发消息或任何其他违反 UCE 立法的滥用行为，将按如下方式处理：

• The Affiliate’s account will be closed immediately, without any notice or compensation;
• 我们的隐私政策失效，所有相关信息将提供给任何调查机构或反垃圾邮件组织；
• 对于 Overbit 因违反本联盟计划协议而遭受的任何金钱损失，联盟会员将承担责任。这将包括但不限于与客户流失和品牌恶化相关的惩罚性赔偿。

9. 商标和版权

The Affiliate will have a non-exclusive, limited-term license to use the trademarks, logos and copyrighted material that the Owner provided to the Affiliate for use solely on the channel(s) that the Affiliate designates in the Affiliate Program Application. The Affiliate may only use the images that Overbit specifically makes available to the Affiliate Members at the area of its website that is specifically designated as approved images for Affiliate Program Members. The Affiliate may not distribute, reproduce, modify, and amend, these images in any way. The Affiliate may use these images only for the purposes of promoting Overbit’s website and products on the Affiliate’s website in compliance with the Affiliate Program policies and procedures and the terms of this Agreement.

授予许可的前提是完全遵守本协议的所有条款和条件以及 Overbit 可能不时制定和修改的有关联盟计划的任何政策。

The Affiliate is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to Overbit or to any other party and which may appear on Overbit’s website.
The Affiliate grants Overbit a non-exclusive right and license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate participation in the Overbit Affiliate Program. The Affiliate represents and warrants to Overbit that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Affiliate represents and warrants to be the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. The Affiliate represents to have the right, power, and authority to license said materials to Overbit as aforesaid and that the Affiliate is not under any legal or contractual limitation on the right to license these materials. Overbit has no obligation to announce, advertise, market, or promote the Affiliate’s participation in the Overbit Affiliate Program, but reserves the right to do the same at its sole discretion.

10. 产品和服务的可用性

Overbit 不能保证产品和/或服务的可用性或任何价格或特别促销或优惠的期限。

11. 职责

The Affiliate is responsible for all matters pertaining to the Affiliate’s own channel(s) including its development, maintenance, operation and placing links on the Affiliate’s channel(s) in compliance with the terms of the Affiliate Program. The Affiliate is completely responsible for all items that appear on its channel(s) and for assuring that such items do not infringe upon or violate the rights of any other party. Overbit is not responsible for any matter pertaining to the Affiliate’s channel(s) or the content thereof and the Affiliate holds Overbit harmless and indemnifies Overbit from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Affiliate’s channel(s) and business. Such indemnity includes Overbit’s costs and attorney fees in defending any such matter. The Affiliate represents and warrants to Overbit that its channel(s) does not and will not contain any materials that are illegal and that the Affiliate’s channel(s) is not operated for an illegal purpose or in an illegal manner.

12. 声明和保证

The Affiliate hereby represents and warrants to Overbit to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorised by all necessary corporate or other organisational actions and approvals. The Affiliate’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.

13. 期限

The effectiveness of this Agreement shall not commence until the Affiliate Program Application is accepted by Overbit. The effectiveness of hereof and binding effect shall occur upon Overbit’s acceptance of the Affiliate Program Application. The Agreement shall remain in full force and effect until terminated by the Affiliate or by Overbit.

14. 修改

您同意艾伯顿贸易有限公司可以随时修改本协议，并且您同意受任何更改的约束。

15. 负债

OVERBIT HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE AFFILIATE’S WEBSITE. FURTHERMORE, OVERBIT SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE’S ABILITY TO MAKE ANY COMMISSION OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON OVERBIT’S COURSE OF DEALING OR USAGE OF TRADE. OVERBIT DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR-FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
OVERBIT 不对任何性质的任何直接或间接损害或责任负责，包括但不限于附带、后果性、间接或特殊损害、利润损失、失去其他业务或机会；无论 OVERBIT 是否被告知或已经被告知可能发生的情况，并且没有采取任何行动来防止这种情况发生。

Without limiting the foregoing, Overbit’s total liability for any damages arising hereunder shall never exceed the total Commissions paid and payable by Overbit pursuant to the terms thereof.

16. 保密

In the event that any information is disclosed to the Affiliate through the Affiliate’s participation in the Affiliate Program related in any way to Overbit and business which the Overbit deems to be confidential and proprietary, the Affiliate agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Affiliate own purpose. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Affiliate Program (which Overbit shall have no obligation to make) or any special treatment that the Affiliate may receive (which Overbit reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to Overbit’s business, business plans, product roadmap, product releases, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which Overbit considers to be confidential and proprietary.

17. 赔偿

The Affiliate hereby indemnifies and holds Overbit, and all Overbit’s shareholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that Overbit may incur and which are based in whole or in part upon the Affiliate participation in the Affiliate Program, any claims that any of the Affiliate trademarks and other proprietary material infringe upon the rights of any other party, the Affiliate breach of any term, covenants, condition, representation or warranty, contained in this Agreement or any policies of participation in the Affiliate Program or any claim related directly to the Affiliate use, operation or the content of the Affiliate’s channel(s).

18. 弃权

我们未能要求您履行本协议中的任何条款不影响此后任何时候要求您履行的全部权利；我们对违反本协议任何条款的弃权也不应被视为或被视为对条款本身的弃权。

19. 适用法律

本协议应根据塞舌尔共和国的法律进行解释。与此相关的任何和所有非法行为均应提交塞舌尔共和国法院审理。

20. 双方关系

本协议双方均为独立承包商，本协议中的任何内容均不应被解释为建立除独立缔约方之间的关系之外的任何关系。双方不得被视为合伙人、合营者、股东、雇主/雇员、代理人/受雇人。附属公司无权或授权使 Overbit 受任何义务、协议、债务或责任的约束。附属公司不得自称是 Overbit 的代理人或代表。

21. 不可抗力

任何一方均不应被视为违约，也不应对另一方因其无法控制的原因（包括但不限于：地震）而导致其履行本协议项下义务的任何停止、中断或延迟承担责任。洪水;火;风暴;自然灾害;疾病暴发;本地或全球流行病；上帝的作为；战争;恐怖主义;武装冲突;罢工；闭锁;联合抵制;供应商故障、短缺、违约或延误；或政府的任何法律、命令法规、指示、行动或要求，包括对 Abberton Trading Limited 或任何部门、机构、委员会、局、公司或任何其他机构拥有或声称拥有管辖权的任何联邦、州和地方政府联邦、州或地方政府，或任何民事或军事当局；或任何其他原因或情况，无论是与上述类似或不同的性质，超出受影响方的合理控制范围，前提是依赖本节 (i) 的一方应立即向另一方发出书面通知，并且，在任何情况下，在发现不可抗力事件后五 (5) 天内，以及 (ii) 应采取一切合理必要的措施，以减轻此类通知所依据的不可抗力事件的影响；此外，如果本节所述的不可抗力事件持续时间总计超过三十 (30) 天，Abberton Trading Limited 可立即终止本协议。