Onpassive Terms And Condition

 Onpassive Terms And Condition

THIS ECOSYSTEM AFFILIATE PROGRAM (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN:

M/S ONPASSIVE Technologies LLC referred to as (“ONPASSIVE”, Company “we “Our”, “Us")

And

The Affiliate Party referred to as (“You”, User”, “Affiliate Party) accepting the Terms and Conditions (“T&C”) of this Agreement.

This Agreement considered effective on the date that the User accepts its T&C by signing the agreement / or clicking I ACCEPT/ I AGREE below bottom (the “Effective Date”).

This Agreement is executed to reward you with free OKOIN (“Affiliate Reward”) for referring any person who successfully joined and subscribed to our Company’s Products as new User/ new Participant on ONPASSIVE Ecosystem Platform (“Referred Party”, “New User/ New Participant”).

By signing this Agreement, and / or clicking I AGREE/ I ACCEPT, you hereby accept the T&C of this Agreement. Accordingly, you undertake to abide by these T&C and consequently represent and warrant the following:

(a) That you have the full legal capacity to bind yourself with the terms of this Agreement.

(b) That you have read and understood the T&C of this Agreement.

(c) That you have freely expressed your consent to accept the terms of this Agreement.

This Agreement shall be effective on the date of electronically accepting its Terms & Conditions by the Affiliate Party

I. DEFINITIONS AND GLOSSARY

The following words shall have the meaning attributed to them as follows:

1. "Affiliate Party" refers to the individual or entity participating in the affiliate program and promoting the ONPASSIVE’s products or services.

2. "ONPASSIVE" refers to the company who owns or offers the products or services being promoted by the affiliates.

3. “Referred Party” means the relevant Referred Affected Participant, Referred Market Customer and Referred Directed Participant to ONPASSIVE.

4. "Commission" is a percentage of total sales as determined by ONPASSIVE for services rendered.

5. "Referral" This term refers to the action taken by the affiliate that results in a potential customer being directed to the ONPASSIVE’s website or generating a potential sales opportunity.

6. Direct Referral means that the affiliate is responsible for referring customers directly to ONPASSIVE’s sales platform or website, resulting in a successful purchase. The customer must follow the referral link or use a unique identifier provided by the affiliate to ensure proper attribution of the sale.

7. "Affiliate Link" This term may refer to the unique identifier or code provided to the affiliate to track their referrals or leads accurately.

8. "Confidential Information": shall mean all information that is marked as confidential or, from its nature, can be reasonably presumed to be confidential, disclosed by ONPASSIVE to the Party in any form or manner whether oral or in written, whether prior to or after the conclusion of this Agreement.

9. " OKOIN: ONPASSIVE special Coin which used internally and not listed at any Fiat Exchanges platform and the purpose of using OKOIN is to show the whole related financial aspects inside ONPASSIVE ECOSYSTEM such as Commissions earned, balance at different types of wallets, payment, withdraw…etc., Please Note that 1 OKOIN = 1 USD

10. " Affiliate Reward " or “Free OKOIN” Earned commissions, Bonus, or any kind of award that ONPASSIVE may give to normal customers or Affiliate for different reasons such as commissions earned from sales of products subscription, welcome bonus for joining OES, special bonus for loyal customers and affiliates, prizes of contests…. etc.

11. Wallets: refer to:

a. Payout Wallet = Withdrawable Wallet (Allowed to withdraw the amount to any approved Payout Methods)

b. Credit Wallet = Non-Withdrawable Wallet (Not Allowed to withdraw the amount to any approved Payout Methods).

c. Revenue Wallet = Payout Wallet + Credit Wallet.

d. Funding Wallet = Wallet to add more OKOIN through Card payment to use this fund for purchasing/ renewal ONPASSIVE Products.

II. RELATIONSHIP BETWEEN THE AFFILIATE PARTY AND ONPASSIVE

Nothing in this Agreement shall construed to create a Partnership, Employment relationship or Joint venture between the Affiliate Party and ONPASSIVE. Furthermore, nothing in this Agreement shall construed to authorize the Affiliate Party to act as the agent of ONPASSIVE, nor an employee, nor give the Affiliate Party the authority to act for, or to assume or incur any obligations on behalf of ONPASSIVE with any Third Party.

III. AFFILIATE PARTY ELIGIBILITY

In order to be eligible to enter this Agreement and to refer your network, or any other person across the world to subscribe with any of our Products available on ONPASSIVE Ecosystem, you must meet the following conditions:

(a) Legal age as stipulated in your country of residence Have all your documents uploaded and approved. In case of commissions withdraw request initiated

(b) Being a current user for any ONPASSIVE Product.

(c) Having a valid account with ONPASSIVE; And

(d) Having a known residential address.

IV. HOW THE AFFILIATE PROGRAM WORKS

a. Affiliate Link

Subject to be qualified and eligible as stated in the above clause, ONPASSIVE will provide you with a unique Affiliate link URL (“Personal Link”) that allows you to distribute it for promoting, marketing, and inviting any other person in order to join the Ecosystem and subscribe to any of ONPASSIVE Products. Once the Referred Party successfully purchases a subscription through your Personal link to any of our Products, you will be entitled to receive the free OKOIN or rewards as advertised on ONPASSIVE Platform, as sales commission as applicable.

You may also refer as many persons as you want throughout the entirety and the validity of this Agreement.

Referred person must join and successfully subscribe to any of ONPASSIVE Products in order that the Affiliate Party to be entitled to receive the Free OKOIN or the Referral rewards, as applicable.

B. DISTRIBUTION OF AFFILIATE LINK

The Affiliate Party has the right to use and distribute the Affiliate link for promoting, marketing, and inviting any person across the world.

The Affiliate Party accepts and agrees at all times to immediately stop the distribution of the Affiliate link to any person that the Affiliate Party wishes to invite to join ONPASSIVE Ecosystem Platform upon instruction of ONPASSIVE, and without any liability on ONPASSIVE to justify the reason behind this instruction.

The Affiliate Party undertakes to provide and explain the terms of this agreement to the person that the Affiliate Party wishes to invite to become as new users (The Affiliate Party).

C. PROMOTING AND MARKETING

Subject to receiving the Personal Affiliate Link, you may conduct a marketing Campaign for the purpose of referring and inviting any person across the Affiliate to ONPASSIVE Ecosystem platform through promoting and marketing our Products by any means such as email campaign, Social Media Platforms, your Website or any other communication means (“Marketing Materials”) and consequently to share the Affiliate link that you will receive from us with the person that you wish to invite.(the Referred Party);

The Affiliate Party understands that all his Marketing materials and Marketing Campaign must be:

(a) Strictly abide by the T&C of ONPASSIVE Affiliate Program; and

(b) In compliance with the T&C of this Agreement and all the applicable laws and regulations that govern the relations between the Affiliate Party and ONPASSIVE, including but not limited to those relating to marketing, privacy, and data protection.

(c) Sent to any Person who has never previously refused to receive any marketing campaign about ONPASSIVE Products.

(d) Clearly identified the communication as promotional and marketing campaign and displays any applicable Incentive/ Rewards Terms in such distribution.

V. RESTRICTIONS

1. The Affiliate shall comply with all applicable laws, regulations, and industry standards while promoting ONPASSIVE's products or services. This includes but is not limited to advertising laws, data protection regulations, and any other relevant legal requirements.

2. The Affiliate shall not engage in any activities that may harm the reputation or interests of ONPASSIVE. This includes engaging in fraudulent, misleading, or unethical practices, making false claims, or engaging in any illegal activities while promoting ONPASSIVE's products or services.

3. The Affiliate shall maintain the confidentiality of any proprietary or confidential information shared by ONPASSIVE, including customer data, pricing information, trade secrets, or any other sensitive information obtained during the course of the Affiliate program.

4. Any promotional materials, advertisements, or marketing campaigns created or utilized by the Affiliate must be approved in writing by ONPASSIVE before use, to ensure compliance with branding guidelines and to maintain consistency in messaging.

5. No User may use the Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene, or outside the spirit and intent of the Program.

6. In addition, you may not (i) tamper with the Program, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot, or other device or artifice to participate or receive any benefit in the Program.

7. You are allowed to post your personal Affiliate link on any public websites which offers the Affiliate code to anyone offering your personal Affiliate link for commercial purposes if the Policy and the Terms of such websites does not prohibit such posting.

8. If ONPASSIVE believes that any Affiliate link associated with a user’s account was used in a manner that violates the laws, regulations and other website's T&C and Policies, consequently, we have the full right to remove all awarded OKOIN and Rewards associated with that account and remove the User from the ONPASSIVE Ecosystem Platform.

9. Any attempt to deliberately damage the legitimate operation of ONPASSIVE Affiliate Program shall be considered a violation of criminal and civil applicable laws. Subsequently, ONPASSIVE reserves its right to seek remedies and damages to the full extent of the law, including criminal action.

10. The affiliate Party are not permitted to initiate any transfer between its E-Wallet and the wallet of different users for any of the OKOIN that are loaded in their funding wallet or any of the OKOIN that they may earn as per the affiliate Program. Additionally, the affiliate users are not permitted to transfer any of the OKOIN from their funding wallet into their credit wallet and their payout wallet.

VI. EARNING REWARDS

By making a valid referral to any of customers that you have referred and have successfully joined and subscribed to any of the Products and services of ONPASSIVE available on ONPASSIVE Ecosystem Platform, you will be entitled to receive a Free OKOIN or an Affiliate Reward, as applicable.

The Affiliate Party will be entitled to receive the Affiliate Rewards subject to verification for each qualified referral.

The New User (Referred Party) may also promote and market the Services or Products of ONPASSIVE to his community or to any other Party across the world and act as an Affiliate Party in case he meets the eligibility and accepts the T&C of the Affiliate Program.

Affiliate Rewards value and entitlements may vary for each time you refer someone to join and subscribe to any of ONPASSIVE Products as explained below:

Users who make a valid referral to any individual who has successfully subscribed to the same Products that they have already subscribed to using their affiliate link will be entitled to receive a withdrawable OKOIN as an affiliate reward the same shall be credited to their Payout wallet. Withdrawal OKOIN in OES Affiliate Program are transferable and have a cash value of one (1) OKOIN equal to one (1) USD.

However, if the individual who the user has referred has initiated a subscription with a different Product, the user will be entitled to a non-withdrawable OKOIN as an affiliate reward, the same shall be credited to their Credit Wallet.

VII. OES E-WALLET

Each OES Affiliate user shall own an ONPASSIVE E-WALLET that consists of two sections as detailed below:

a. The REVENUE WALLET. This wallet consists of a Payout Wallet/ Withdrawable Wallet and a Credit Wallet/ Non-Withdrawable wallet. Where Credit wallet is designed to save the commission/ OKOIN rewards that the affiliate user will earn as per the affiliate program and the payout wallet is design to withdraw money upon successful transfer of their OKOIN from their Credit wallet into their Payout wallet.

b. The FUNDING WALLET. This wallet is designed to allow the users to store/load their money, by using this wallet the users are allowed to add more OKOIN through card payment or crypto payment and use the same for subscribing or renewal of any of our Products. Users are free to top up their funding wallet at any time through any the available mode of payments

OKOIN that the affiliate Party may earn as commission may be credited automatically from their credit wallet into their payout wallet as per the applicable terms of the affiliate Program, accordingly the transfer between two wallets of the same user is possible as per the applicable terms, however such transfer is restricted and not permitted between the accounts and the wallets of different users.

VIII. HOW SUBSCRIPTIONS THROUGH THE AFFILIATE LINK INITIATED.

A. SUBSCRIPTION OF THE SAME PRODUCT THAT THE AFFILIATE PARTY HAS ALREADY SUBSCRIBED TO.

If the Party you referred to us has successfully subscribed for the same Product that you are already subscribed to using your Affiliate link, then the Affiliate Reward amount will be Withdrawable OKOIN.

For the First Sale from Affiliate Direct Referrals, the Affiliate Party will be entitled to receive an affiliate reward of up to 100 % withdrawal OKOIN of the amount paid by the Referred Customer to subscribe to the Product. However, from the following direct referral sales onwards, the Affiliate Party will be entitled to receive up to 25% of the amount paid by the Referred Party for Product subscription.

B. SUBSCRIPTION OF DIFFERENT PRODUCTS

If the Party you referred to us has successfully subscribed to any product different from the one that you have already subscribed to using your Affiliate link, then the Affiliate Reward amount will be non-withdrawable OKOIN.

For the First Sales from Affiliate Direct Referrals, the Affiliate Party will be rewarded up to 100 % non-withdrawable OKOIN of the amount paid by the Referred Party or Customer to subscribe to the Product. However, from the following direct Referral sales onwards the Affiliate Party will be entitled to receive up to 25 % of the amount paid by the Referred Party. Where Affiliate reward will be in the form of OKOIN only.

Withdrawable OKOIN in ONPASSIVE Ecosystem Affiliate Program are transferable and have a cash value of one (1) OKOIN equal to one (1) USD.

To Transfer OKOIN from Credit Wallet (Non-Withdrawable) to Payout Wallet (Withdrawable) the Affiliate Party has to purchase ONPASSIVE Product which he/she received OKOIN for it within a maximum 30 days from the purchase of the first sale in his direct referrals so the commission earned as OKOIN will be transferred from Credit Wallet to Payout Wallet.

If 30 days pass without purchasing ONPASSIVE product which gives the Affiliate the free OKOIN so all earned OKOIN in this particular billing cycle will remain in the Credit Wallet and can be utilized only for Purchasing / Renewal ONPASSIVE Products subscription.

IX. LAUNCH PREMIERE BONUS:

If the Affiliate achieves a minimum sales volume in qualified referrals during the initial term as determined by ONPASSIVE.

ONPASSIVE may reward the Affiliate party due to his contribution for increasing company sales and revenue by a percentage of sales generated from all Affiliates who joined ONPASSIVE through his personal Affiliate Link or his direct referrals Affiliate link as follows:

1. If the sales volume surpasses $100,000 within the initial three months, the affiliate party becomes eligible for an additional bonus of up to 2% of the sales generated by their direct referral customers and affiliates.

2. From time-to-time ONPASSIVE may offer special Rewards or a Commissions for Affiliate Parties as motivational or occasional Rewards depending on certain circumstances and Affiliate partie's performance, and any additional terms related to this clause.

X. COMMISSION PAYMENTS:

1. ONPASSIVE agrees to pay the Affiliate a commission based on the successful referrals or sales generated by the Affiliate.

2. Calculation and Tracking: ONPASSIVE shall accurately calculate the commissions owed to the Affiliate based on the tracking system established by ONPASSIVE. The Affiliate shall use the provided tracking links or codes to ensure accurate tracking and attribution of referrals or sales.

3. Payment Timing: (i) Commissions shall be paid on a monthly basis, within 30 days following the end of each calendar month. ONPASSIVE may, at its discretion, adjust the payment schedule in case of delays or exceptional circumstances. (ii) The Sales Volume Commission will be paid monthly on the 5th day of the following month for the commissions earned during the previous month.

4. Payment Method: (i) Commissions shall be paid via electronic funds transfer (EFT) to the Affiliate's designated bank account. The Affiliate shall provide accurate and up-to-date banking information to facilitate timely payments. (ii) ONPASSIVE will deposit Credit / Payout wallets instantaneously after the payment is made and can be used or withdrawn as per the above Terms and conditions.

5. Commission Adjustments: (i) In the event of returns, cancellations, chargebacks, or disputed sales, ONPASSIVE reserves the right to adjust or withhold commissions accordingly. Such adjustments may be made in the subsequent payment period. (ii) ONPASSIVE has the right to change Commissions Percentages, Commissions categories and Payment cycle at any time as its sole discretion and Commission Percentage may vary from product to product and without any prior notice, such update or change happened notification will be given through OES platform or proper communication channels from ONPASSIVE.

6. Commissions depend on ONPASSIVE Products, so earned commissions with the above mentioned percentage may differ from product to product as per ONPASSIVE sole decision.

7. Taxes and Withholdings: The Affiliate is solely responsible for reporting and paying any applicable taxes or withholdings on the commissions received from ONPASSIVE. ONPASSIVE shall not be responsible for any taxes or withholdings on behalf of the Affiliate.

XI. MODIFICATIONS AND CHANGES

DURING THE TERM OF THIS AGREEMENT, ONPASSIVE RESERVES THE RIGHT TO:

(1) Modify, change, and update the Terms & Conditions of this Affiliate Program at any time, at its sole discretion, and without any prior notice. If ONPASSIVE makes an update, we will post the update on the Ecosystem Platform, ONPASSIVE website and applications providing you notice of the update.

(2) ONPASSIVE may also, in its sole discretion, change, cancel, pause, suspend, or modify the whole program or any of its aspects without notice.

(3) Your Continued participation in any Affiliate Program after implementing any update by ONPASSIVE shall be considered as an acceptance from you to such update, or else you can exit the program without prejudice to ONPASSIVE rights.

VIII. TERMINATION

(1) ONPASSIVE reserves its rights to terminate this Agreement at any time for any reason at its sole discretion without prior notice

(2) We reserve the right to disqualify you at any time from participation in the Program if we have a good faith belief that you have violated any of the Terms of this Agreement.

(3) We reserve the right to cancel the Program and stop the use of the Affiliate link at any time without justification and to forfeit any rewards if it’s proved that you committed any fraudulent or suspicious activities.

(4) Upon termination of the Affiliate program or any portion thereof for any reason including suspected fraud abuse, or any violation of the T&C of this program, any unused or unredeemed Rewards that have not yet been delivered to Affiliate Party are forfeited.

(5) The affiliate party may terminate this agreement at any time without any adverse impact on ONPASSIVE or its representatives under any circumstances.

IX. LIABILITY BINDING EFFECTS

By participating in the Program, you agree to and are bound by the Program Terms and Conditions. If you do not wish to agree to and abide by the Program Terms and Conditions in their entirety, you are not authorized to participate in the Program.

By participating in the Program, you release ONPASSIVE and its affiliates, subsidiaries, its respective directors, officers, employees, and agents from any and all liability for any loss, harm, damages, cost, or expense, arising out of or in any way connected to the Program and/or the use of any Program rewards.

X. INDEMNIFICATION

Affiliate Party agrees to indemnify, defend, and hold ONPASSIVE and its representatives and agents harmless from and against any and all third-party claims, demands, liabilities, costs, or expenses, including attorney’s fees and costs, arising from, or related to any breach by the participant of any of these Program Terms and Conditions or any violation by Participant of applicable law.

If you use the Program (including Affiliate links) in a manner that violates applicable laws, including anti-spam and data protection laws, you will indemnify, defend, and hold harmless against any liabilities, costs, and expenses that ONPASSIVE may incur as a result of such violation.

XI. INTELLECTUAL PROPERTY

a. ONPASSIVE grants the Affiliate party a non-exclusive, non-transferable license to use approved marketing materials solely for the purpose of promoting ONPASSIVE's products or services.

b. The Affiliate party shall not modify, reproduce, or distribute the Company's marketing materials without prior written consent.

XII. APPLICABLE LAW

All disputes, claims and causes of action arising out of or related to the Program or any reward or other reward or free credit awarded pursuant to the Program or to this Agreement shall be resolved under the laws of the territory where the Referrer Parties are resident, and the local courts shall have the jurisdiction to look over the dispute.

IN WITNESS WHEREOF the parties herein have placed their hands hereunto and caused this Agreement to be executed and entered effect the day and the date first shown hereinabove.

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