Partner Program Terms

1. Agreement

These Terms and Conditions (the "Terms") govern participation in the ASX Capital Partner Program (the "Program") operated by ASX Limited, a company incorporated in the British Virgin Islands with company number 2137221 ("ASX", "we", "us").

By enrolling, accepting a partner code, or receiving any Commission, you ("Partner", "you") agree to these Terms in full. If you do not agree, do not enrol and do not use a partner link.

2. Definitions

• Referral Link: a unique URL containing your assigned partner code.
• Referred Wallet: a blockchain wallet address that ASX has bound to your partner code under Section 4.
• Mint: the initial issuance of an ASX property token to a purchaser.
• Trade: any subsequent transfer of an ASX property token executed through an ASX marketplace.
• Platform Fee: the fee ASX receives on a Mint or a Trade.
• Mint Bounty: a fixed payment that becomes due when the cumulative value of Mints to your Referred Wallets first reaches a published milestone.
• Milestone: a cumulative Mint value published by ASX at which a Mint Bounty becomes due.
• Commission: the amount payable to you under Section 5.
• Restricted Territory: (a) any jurisdiction specified by the Financial Action Task Force as under Increased Monitoring or as a High-Risk Jurisdiction, as amended from time to time; (b) the United States of America (and its territories, including Puerto Rico), the British Virgin Islands, Canada, Gibraltar, Israel, Iran, North Korea, Sudan, Syria, Lebanon, Russia, and the Crimea, Donetsk and Luhansk regions of Ukraine; and (c) any other jurisdiction in which participation in the Program or promotion of ASX would be unlawful.
• Program Data: ASX's tracking, attribution, and ledger records.

3. Enrolment and eligibility

3.1 Enrolment is subject to ASX's approval, granted or withheld in ASX's sole and absolute discretion, with or without reason. Application does not create any entitlement to participate.

3.2 You represent and warrant, on enrolment and continuously thereafter, that you are at least 18 years old; that you have authority to enter these Terms; that you are not a citizen, resident (tax or otherwise), green card holder of, or located in any Restricted Territory, and are not owned or controlled by any person who is; and that you are not barred from promoting financial products under applicable law.

3.3 You must not target, direct, or knowingly promote ASX to any person in a Restricted Territory. This applies to your content, paid distribution, and any audience segmentation you control. ASX may terminate immediately and forfeit all accrued and unpaid Commission for breach of this Section 3.3.

3.4 If you cease to satisfy Section 3.2 at any time you must notify ASX immediately and stop using your Referral Link. Commission accruing while you did not satisfy Section 3.2 is not payable and may be recovered under Section 7.2.

3.5 You must provide accurate identifying information and complete any identity-verification or tax-documentation process ASX requires. ASX may withhold Commissions until verification is complete.

3.6 ASX may impose additional or different conditions on individual Partners, including different Commission rates, caps, or payment terms, without extending those conditions to any other Partner.

4. Referral links and attribution

4.1 Attribution is determined solely by ASX's tracking systems. A wallet is attributed to you only if ASX's systems record a valid binding under these Terms, which requires that the wallet holder followed your Referral Link and completed the wallet-binding signature process.

4.2 A wallet may be bound to only one Partner. The first valid binding controls permanently. No wallet will be re-attributed, reassigned, or split between Partners for any reason.

4.3 A wallet that has previously transacted with ASX is not eligible for binding, regardless of any Referral Link used.

4.4 Program Data is the sole and binding record of clicks, bindings, volumes, fees, and Commissions. In any dispute, Program Data governs. ASX has no obligation to disclose its tracking methodology, raw logs, or the identity, holdings, or activity of any individual Referred Wallet.

4.5 ASX does not warrant that any tracking mechanism will function without interruption or error. ASX is not liable for Commissions not recorded due to cookie loss, browser settings, ad blockers, wallet behaviour, user action, network conditions, indexing delay, or any technical failure.

5. Commissions

5.1 Subject to these Terms, ASX will credit you:

• up to 20% of the Platform Fee ASX receives on Trades involving a Referred Wallet, on either the buy or the sell side; and
• Mint Bounties, at the published Milestones, on the cumulative value of Mints to your Referred Wallets.

The Milestones published as at the effective date of these Terms, stated as cumulative totals and not as increments:

• $10,000 in cumulative Mints: $100 total
• $50,000 in cumulative Mints: $500 total
• $250,000 in cumulative Mints: $2,500 total
• $1,000,000 in cumulative Mints: $10,000 total
• $5,000,000 in cumulative Mints: $50,000 total

5.2 "Up to" is material. Where both counterparties to a Trade are Referred Wallets of different Partners, the 20% is divided between them pro rata. Total Commission payable to all Partners on any single transaction will never exceed 20% of the Platform Fee. You may receive less than the stated maximum, and this does not constitute a breach by ASX. This Section 5.2 applies to Trades only; Mint Bounties are fixed amounts and are not pro-rated.

5.3 Mint Bounties are the only compensation payable on Mints. No percentage, per-transaction, or other Commission accrues on a Mint. Each Milestone pays at most once, ever. Milestone amounts are cumulative totals and not additive: crossing a Milestone entitles you to the difference between that Milestone’s total and all Mint Bounties already paid to you.

5.4 Cumulative Mint value is measured net of reversals and adjustments under Section 7. Where a reversal reduces your cumulative Mint value below a Milestone already paid, ASX may recover the amount under Section 7.2. ASX may add, remove, or change Milestones and Mint Bounty amounts at any time on notice; changes apply to Milestones not already reached.

5.5 Commission on Trades is calculated on the Platform Fee ASX actually receives, not on transaction value or token quantity. If a Platform Fee is reduced, waived, refunded, or not received, no Commission accrues on it.

5.6 Commission accrues only on transactions that are settled and confirmed on-chain. Clicks, sign-ups, wallet bindings, pending transactions, and unconfirmed activity generate no Commission.

5.7 ASX may change Commission rates, caps, structures, and eligibility at any time on notice, including by posting an updated version of these Terms. Changes apply prospectively to transactions occurring after the effective date. Continued participation after the effective date constitutes acceptance.

5.8 No Commission is payable on transactions in which you are, directly or indirectly, a counterparty, beneficial owner, or controller of both sides; on transactions involving ASX-operated wallets; or on transactions ASX determines in its sole discretion to be non-bona-fide.

5.9 Commission amounts are calculated in US dollars using an exchange rate determined by ASX at the time of the underlying transaction. ASX's rate determination is final.

6. Payment

6.1 Commissions are paid monthly in USDC on BNB Chain, in arrears, following the close of each calendar month.

6.2 ASX applies a hold-back period of thirty (30) days after month close before payment, during which Commissions may be reversed, adjusted, or cancelled under Section 7.

6.3 Minimum payout is US$100. Balances below the minimum roll forward and are paid when the threshold is met.

6.4 You must maintain a valid payout wallet address. ASX is not responsible for funds sent to an address you provided, including where that address is incorrect, compromised, inaccessible, or belongs to a third party. Transfers executed on-chain are final and irreversible.

6.5 No interest accrues on any unpaid or held Commission.

6.6 Commission balances unclaimed or unpayable for twelve (12) consecutive months, including because you failed to supply a valid payout address or required documentation, are forfeited.

6.7 You are solely responsible for all taxes arising from Commissions. ASX may withhold amounts required by law and may require tax documentation as a condition of payment.

6.8 ASX may offset against any Commission owed to you any amount you owe ASX, including reversals, overpayments, and amounts under Section 14.

7. Adjustments, reversals, and clawback

7.1 ASX may reverse, adjust, or withhold any Commission, at any time, where the underlying transaction is reversed, refunded, cancelled, or affected by a blockchain reorganisation; where the Commission arose from error, duplication, or system fault; or where ASX determines the associated activity breached Section 8.

7.2 Where Commission has already been paid, ASX may recover it by offset against future Commissions or by demand for repayment, at ASX's election.

7.3 ASX's determination as to whether a Commission is subject to adjustment is final and binding.

8. Prohibited conduct

You must not:

• 8.1 Refer yourself, or bind any wallet you own, control, fund, or hold a beneficial interest in, or arrange for any person to do so on your behalf.
• 8.2 Engage in or facilitate wash trading, self-dealing, circular trading, or any transaction whose purpose is to generate Commission rather than genuine economic activity.
• 8.3 Use spam, unsolicited messaging, bots, automated traffic, incentivised clicks, malware, or deceptive means to distribute Referral Links.
• 8.4 Bid on, or otherwise use, ASX trademarks, brand terms, or confusingly similar variants in paid search, paid social, or domain names.
• 8.5 Represent yourself as an employee, agent, broker, dealer, or representative of ASX, or purport to bind ASX to any obligation.
• 8.6 Make any representation about ASX, its tokens, its properties, or the Program that is false, misleading, or not expressly authorised by ASX in writing, including any guarantee, projection, or assurance of returns, yield, price, or performance.
• 8.7 Provide investment, financial, legal, or tax advice in connection with ASX, or hold yourself out as licensed to do so.
• 8.8 Fail to disclose your material connection to ASX in any promotional content, clearly and conspicuously, as required by applicable advertising and endorsement law (including, in the United States, the FTC Endorsement Guides, 16 CFR Part 255).
• 8.9 Promote ASX in any jurisdiction, or to any person, where doing so would violate applicable securities, financial-promotion, sanctions, or consumer protection law.
• 8.10 Modify, cloak, redirect, or obscure Referral Links other than as ASX permits.

8.11 Breach of this Section 8 entitles ASX to terminate immediately and to void all attributions.

8.12 Where the breach is of Section 8.1, 8.2 or 8.3, or otherwise involves fraud or dishonesty, ASX may in addition forfeit all accrued and unpaid Commission. The parties agree that ASX has a legitimate interest in the integrity of an attribution-based program and in deterring conduct that manufactures Commission, and that forfeiture is proportionate to that interest.

8.13 For any other breach of this Section 8, ASX may forfeit Commission attributable to or tainted by the breach. If Section 8.12 is held unenforceable in any circumstance, this Section 8.13 applies in its place.

9. Compliance and independent status

9.1 You are an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship.

9.2 You are solely responsible for the legality of your promotional activity in every jurisdiction in which you operate, and for obtaining any licence, registration, or authorisation your activity requires.

9.3 You are solely responsible for the content of your communications. ASX does not review, approve, or endorse your content, and any ASX review does not transfer responsibility for it.

9.4 ASX tokens may constitute securities in certain jurisdictions. You acknowledge that you are not authorised to offer, solicit, or effect transactions in securities on ASX's behalf, and that these Terms confer no such authority.

10. Term and termination

10.1 These Terms commence on your enrolment and continue until terminated.

10.2 ASX may terminate these Terms, your participation, or the Program in whole or in part, at any time, for any reason or no reason, with or without notice, in its sole and absolute discretion.

10.3 You may terminate at any time on written notice.

10.4 On termination, all Referral Links and attributions cease to be effective and all rights to future Commission end immediately, including in respect of wallets previously bound to you. Milestones not already reached at the effective date of termination are lost and no Mint Bounty is payable in respect of them, however close your cumulative Mint value was to the Milestone. The lifetime nature of attribution described in Section 4.2 and in Program marketing operates only for so long as you remain an active Partner in good standing, and confers no right that survives termination.

10.5 Commission validly accrued and not subject to Section 7 or Section 8 before the effective date of termination will be paid on the next payment cycle, subject to Section 6. Where termination is for breach, ASX may forfeit Commission in accordance with Sections 8.12 and 8.13.

10.6 ASX may suspend your participation and withhold payment pending investigation of suspected breach, without liability.

10.7 Sections 4.4, 6.4 to 6.8, 7, 8, 9, 11, 12, 13, 14, 15, and 16 survive termination.

11. Program changes

ASX may modify, suspend, restrict, or discontinue the Program, or any part of it, at any time and in its sole discretion, without liability. ASX may amend these Terms by posting an updated version. Continued participation after the effective date constitutes acceptance.

12. Intellectual property

12.1 ASX grants you a limited, non-exclusive, non-transferable, revocable licence to use ASX names, logos, and marketing materials solely to promote ASX under these Terms, strictly in accordance with any brand guidelines ASX issues.

12.2 The licence terminates automatically on termination of these Terms. You must immediately cease all use of ASX marks and remove all Referral Links.

12.3 All goodwill from your use of ASX marks accrues to ASX. You acquire no rights in them.

12.4 You grant ASX a non-exclusive, royalty-free, worldwide licence to use your name, handle, likeness, and promotional content in connection with the Program.

13. Confidentiality

Program Data, Commission rates, negotiated terms, and any non-public information disclosed to you are confidential. You must not disclose them without ASX's prior written consent, during the Program or after termination.

14. Indemnity

You will indemnify, defend, and hold harmless ASX, its affiliates, and their officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, penalties, and expenses (including reasonable legal fees) arising out of or relating to your participation in the Program, your promotional activity, your breach of these Terms, or your violation of any law or third-party right.

15. Disclaimers and limitation of liability

15.1 The Program is provided "as is" and "as available". ASX disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

15.2 ASX makes no representation or warranty as to the volume, value, or number of transactions, or as to any level of earnings. Any figures shown are illustrative and not a projection or guarantee.

15.3 To the maximum extent permitted by law, ASX will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost opportunity, or loss of data, however caused.

15.4 ASX's total aggregate liability under or in connection with these Terms will not exceed the total Commission actually paid to you in the three (3) months immediately preceding the event giving rise to the claim, or US$100, whichever is greater.

16. Governing law and dispute resolution

16.1 These Terms are governed by the laws of the British Virgin Islands, without regard to conflict-of-laws principles.

16.2 Any dispute will be resolved by final and binding arbitration on an individual basis, seated in the British Virgin Islands and conducted in English.

16.3 You waive any right to participate in a class, collective, consolidated, or representative action.

16.4 Any claim must be brought within one (1) year of the event giving rise to it, or be permanently barred.

16.5 Nothing in this Section 16 prevents ASX from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17. General

17.1 These Terms, with any written addendum ASX issues to you, are the entire agreement and supersede all prior discussions, marketing statements, and representations. Marketing and promotional materials do not form part of these Terms; where they conflict, these Terms govern.

17.2 ASX's failure to enforce any provision is not a waiver.

17.3 If any provision is unenforceable, it is modified to the minimum extent necessary or severed, and the remainder continues in force.

17.4 You may not assign these Terms without ASX's prior written consent. ASX may assign freely.

17.5 These Terms are non-exclusive. ASX may engage any other partner, promoter, or channel on any terms.

17.6 ASX may give notice by email to your registered address or by posting to the Program dashboard.

18. Contact

Questions about these Terms or the Program: [email protected]