Cake Defi (US)

Cake DeFi Affiliate Agreement: Terms & Conditions
This agreement (the “Agreement”) is a legally binding agreement between:

you the affiliate (the “Affiliate”); and

Cake Pte. Ltd., a company duly registered under the laws of the Republic of Singapore, with UEN

201918368M, with registered office at 71 Robinson Road #15-106 Singapore 068895 (the “Company”),

and contains the terms and conditions that govern the Affiliate Program (defined further below) as offered by the Company.

The Affiliate and the Company are herein referred to individually as a "Party" and collectively, as the "Parties".

In consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Affiliate agree that they will enter into the Affiliate Program on the following terms.

1. Recitals

1.1  The Affiliate shall facilitate the promotion and registration of new users for and their participation into the Company’s products and services (including but not limited to our staking, lending, and liquidity mining products) (the “Affiliate Program”). After the Company approves your application to be an Affiliate via our Affiliate Platform, you will be able to generate a personalized affiliate tracking link to promote the Company’s products (the “Affiliate Link”).

1.2  Upon our acceptance of your Affiliate application, this Agreement will be binding on you.

1.3  TAKE NOTE THAT IF YOU ARE SINGAPORE DOMICILED OR HAVE REASON TO BELIEVE THAT SINGAPOREAN-DOMICILED PERSONS MAY REGISTER WITH US AS A RESULT OF YOUR ACTIONS AS AN AFFILIATE, you acknowledge and agree that you will, in the course of carrying out your obligations under this Agreement, comply with the MAS Guidelines on Provision of Digital Payment Token Services to the Public, in particular that you must not promote the Company’s products and services to the general public in Singapore, and that you will not trivialize the risks of trading Digital Payment Tokens.

2. Definitions

3. Application and acceptance into the program

3.1  The Affiliate must be at least 18 years old.

3.2  The Affiliate may not participate in the Affiliate Program if there are regulatory and/or legal prohibitions imposed on cryptocurrencies in the Affiliate’s country of residence. The Affiliate acknowledges and takes full and unlimited responsibility when entering into this Agreement and shall be considered liable in the event where it provides the Company with any misleading information with respect to the regulatory and/or legal framework applicable in its country of residence. For the avoidance of doubt, the Company bears no responsibility whatsoever in the event that this Agreement or any transaction under or in connection with this Agreement are found to be unlawful.

3.3Affiliates can apply for the CakeDeFi Affiliate Program via the following link: https://affiliates.cakedefi.com/signup/affiliate. The Company has sole discretion in accepting or rejecting any affiliate application, and in terminating any affiliate relationship.

4. Affiliate payments

4.1 Affiliates will receive payment from the Company for their services only when the following conditions are met by a new user to the Company: -

(a)  the new user is not a computer-generated user and/or automated, artificial, or fraudulent person passing off as an individual and real live person;

(b)  the new user utilizes the Affiliate’s respective Affiliate Link to create an account with the Company;

(c)  the new user completes KYC by providing all the information required by the Company and satisfies

all AML/CFT checks;

(d)  the new user has made an initial payment deposit to their Cake DeFi wallet; and

(e)  the new user has participated into the Company’s products and services (“Product Participation”).

4.2 Payment will be calculated in accordance with the new user’s funding amount and country of domicile as follows: -

#Tier 1 Countries: United States, Canada, Australia, New Zealand, United Kingdom, Singapore, Germany, France, Belgium, Switzerland, Austria, United Arab Emirates, Qatar, Liechtenstein, Monaco, Luxembourg, Netherlands, Saudi Arabia.

#Tier 2 Countries: Cyprus, Korea, Israel, Malta, Thailand, Czech Republic, Bulgaria, Hong Kong, Croatia, Japan, Belgium, Sweden, Slovenia, Romania, Norway, China, Ireland, Denmark, Montenegro, Finland, Spain, Hungary, Italy, Greece, Serbia, Portugal, Slovakia, Iceland, Estonia, Philippines, Lithuania, Latvia.

^Blocked countries:

https://support.cakedefi.com/hc/en-us/articles/360040335072-Which-countries-are-currently-not-able -to-use-the-Cake-DeFi-Services-

4.3  The Company may, in its sole and absolute discretion, withhold or refuse to make payment to you in the event that: -

(a)  you breach any part of this Agreement or have breached any representations and/or warranties made by you;

(b)  it has become illegal, impossible, and/or excessively difficult or expensive to make payment to you for your services;

(c)  you are uncooperative when requested by the Company and/or its agents, representatives, or services providers for documents relating to your participation in the Affiliate Program;

(d)  you commit any act which in the reasonable opinion of the Company would disparage or impair the reputation or integrity of the Company; or

(e)  you commit any act which casts an unfavorable light upon the Company, or are accused of performing or committing any act which could adversely affect the Company’s products, services, or reputation.

4.4  Payment to you may be made in cryptocurrency (DeFiChain, USDT, USDC, or Bitcoin) or in fiat (USD, Euro, or SGD, via wire transfer). The Company will rely on the details provided by you during your Affiliate application to effect the type and mode of payment.

4.5  The first payment to you will only be made twenty eight (28) calendar days after the conditions in paragraphs 4.1 and 4.2 above are first fulfilled, to allow the Company to verify that the conditions in paragraph 4.1 have been met, and to calculate the Affiliate payment value. Subsequent Affiliate payments that fall due will be accumulated and paid to you on a monthly basis.

5. Affiliate Link terms of use

5.1  The Company reserves all rights to amend or remove the Affiliate Link at its sole and absolute discretion.

5.2  The Company expressly disclaims any liability for any inappropriate or inaccurate Affiliate Link placement or usage by the Affiliate.

5.3  In the course of providing your services, you undertake and agree that you shall not: -

(a)  make or provide any misleading or inaccurate statements on the Company’s products and/or services, including but not limited to the annual percentage yield, welcome bonus, or other such information;

(b)  give or represent that you are providing financial advice on any of the Company’s products and/or services; or

(c)  receiveordealwithanewuser’smoneyorpropertyinrelationtoyourservices.

5.4  In the course of providing your services, you undertake and agree that you will disclose to each new user: -

(a)  that you are participating in the Affiliate Program;

(b)  that you shall or will receive payment from the Company for your participation in the Affiliate Program;

(c)  the amount of payment received by you from the Company or the payment calculations (in accordance with paragraph 4.2 above), if requested by the new user;

(d)  Factual information on the Company; and

(e)  Factual information on the Company’s products and services.

5.5  The Company may provide you with a limited non-exclusive, non-transferable license to use certain materials and guides on the Company, its products, and/or its services, solely in respect of your participation in the Affiliate Program. Any such license and materials will be provided to you in writing.

6. Brand promotion terms

6.1  Affiliates will be granted a limited non-exclusive, non-transferable license to use the Cake DeFi trademarks (https://www.cakedefi.com/media-downloads/) during their participation in the Affiliate Program solely in respect of the services rendered by them under the Affiliate Program and for no other purpose. The Company reserves all rights to implement restrictions in respect of the use of this licence or to revoke the license at any time, and shall notify you accordingly in writing.

6.2  You agree and undertake that you will not carry out any paid advertising campaigns (e.g. via Google, Facebook, Instagram, etc) in respect of or in connection with the Affiliate Program.

6.3  The Company reserves all rights to terminate this Agreement and remove you from the Affiliate Program in the event of a breach paragraph 6.2 of this Agreement, and may exercise any of the remedies available at paragraph 4.3 above in the event of such a breach.

7. Affiliate tracking

7.1  The Company shall rely on third-party software to track your performance under this Agreement.

7.2  The Company shall not bear any liability for any errors, inaccuracies, or failure of the third-party software.

8. Relationship

8.1 The Parties agree that they are acting on their own behalf, and not as a broker, agent, employee or contractor of another party. The relationship between the Parties shall not create any agency, partnership, joint venture or other legal relationship between the Parties.

8.2 The Affiliate shall not make any warranty or representation on behalf of the Company or in respect of the Company’s products and/or services. The Affiliate does not have any authority, and shall not represent that it has any authority, to assume or create any obligations, express or implied, on behalf of the Company, except as provided in this Agreement.

9. Indemnification

9.1  You agree to indemnify the Company for, and to hold the Company harmless from, any loss, expense, and/or liability that the Company may sustain or incur as a consequence of or in connection with your breach of any terms of this Agreement and/or any breach by you of any guidelines, laws or regulations that are applicable to the Company.

9.2  To the maximum extent permitted by applicable law, neither the Company nor any party that provides internet access or provides equipment used to access the CakeDeFi Affiliate Program, Affiliate Link, and/or the website, or any agent, independent contractor, or subcontractor of any of the foregoing will be liable for any loss, injury, or damage including without limitation, direct, indirect, incidental, special, consequential, or punitive damages, whether under a contract, tort or any other theory of liability, arising in any way of the installation, use or maintenance of the CakeDeFi Affiliate Program, Affiliate Link, and/or the website or of the internet access provider used to access the CakeDeFi Affiliate Program, Affiliate Link, and/or the website, including, without limitation any loss, injury, or damage relating to any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, line failure or unauthorized interception or access to your communications with us, even if we or our agents, independent contractors, or subcontractors are aware of the possibility of such event.

10. Duration & Termination of the Contract

10.1 This Agreement shall become effective upon our acceptance of your Affiliate application and shall last until it is terminated by either Party in writing. Such termination shall be effective immediately upon notice, and the Affiliate must cease usage of the Company’s trademarks, Affiliate Link, materials and guides, and other material belonging to the Company (where applicable) within five (5) business days.

10.2 Your failure to comply with any of the provisions, covenants, or conditions of this Agreement shall constitute a material breach of this Agreement. In such event, the Company may in its absolute discretion terminate the affiliate relationship with you and/or withhold or forfeit any payment that may be payable to you.

10.3 This agreement shall automatically terminate in the event that you are unable to perform your services under this Agreement by reason of your death, physical, or mental disability, and the Company shall make any accrued payment that falls due to you in accordance with paragraph 4 above.

11. General

11.1 For the avoidance of doubt, this Agreement and all your rights and obligations under this Agreement are personal to you and may not be assigned or transferred at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’s assets to such entity.

11.2 If any part, clause, provision or condition of this Agreement is held to be void, invalid, illegal, or inoperative, such part, clause, provision or condition (the “invalid clause”) will be severed and will

not render invalid the remaining portions of this Agreement. The Company shall, if possible, replace such invalid clause with substitute provisions.

11.3 This Agreement contains the entire agreement and understanding among the Parties with respect to the Affiliate Program, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the Affiliate Program.

11.4 The Company may unilaterally amend this Agreement in its sole discretion to (a) comply with any legislation or guidelines affecting the Company, (b) correct any clerical errors, or (c) to meet the changing business needs of the Company. Upon such amendment, the amended Agreement will be posted on the website. Your continued participation in the Affiliate Program will deem as your continued agreement to the Agreement including the revisions. It is recommended that you periodically review this Agreement and associated documents.

11.5 In the event that any assistance or clarification are required in respect of the Affiliate Program, you may contact our general support at support@cakedefi.com.

12. Governing Law and Jurisdiction

12.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.

12.2 The Parties agree to use all reasonable efforts to resolve any dispute, controversy or claim arising out of or in connection to this Agreement or its existence or formation or arising out of or in relation to the transactions contemplated by it or its formation, or the breach, termination or invalidity of it or those transactions, including any non-contractual dispute or claim (a "Dispute") by mutual agreement.

12.3 This Agreement shall be governed, interpreted, and enforced under the laws of the Republic of Singapore, without regard to its choice of law rules. The courts of the Republic of Singapore shall have exclusive jurisdiction to hear and settle any disputes in respect of, in relation to, or arising out of this Agreement, including any disputes as to its existence, interpretation, validity, and/or termination.

12.4 Nothing in this Agreement shall be construed as preventing any of the Parties from seeking any injunctions or other interim relief in any court of competent jurisdiction.