Referral System Use Agreement

Definitions

1. Account has a meaning given to it in the Terms and Conditions.

2. AML Policy - anti-money laundering and anti-terrorism financing policy of Rocken which can be found at https://rocken.com/aml-canada.

3. Authorization – providing a person with the right to carry out the Transactions in the Account as a result of their authentication by the Login and Password.

4. Authorization Details – shall mean the data that allows the Partner to be authenticated. By default, the Authorization Details are the login and password of the Partner. Rocken has the right, at its discretion, to require the Partner to use additional Authorization Details.

5. Commission – a percentage rate or fixed sum of money, that should be paid by Rocken to the Partner for successful Transactions performed by User through Reference distributed by the Partner.

6. Confidential Information – any information which is marked as “confidential” or “proprietary” or should reasonably be expected to be confidential or proprietary having regard to the context of disclosure or the nature of the information; without prejudice to the generality of the foregoing, the terms of this Agreement as well as business plans, data, strategies, methods, Partner and client lists, technical specifications, transaction data and User data shall be deemed confidential.

7. Contact Details – email address and mobile number entered by the Partner into the System.

8. Internal Policies – Rocken’s internal documents that govern operation of the System, including the AML Policy and the Privacy Notice published on the Website.

9. Internet – the worldwide net of information electronic transmission.

10. Partner – natural person who has opened an Account in accordance with the Terms and Conditions and who has entered into this Agreement.

11. Party – a party to this Agreement.

12. Privacy Notice - provisions of privacy of Rocken which can be found at https://rocken.com/privacy-notice.

13. Terms and Conditions – the document which contains the principal provisions pertaining to the operation of the System and working in this System which can be found at https://rocken.com/agreement.

14. Transaction has a meaning given to it in the Terms and Conditions.

15. User – any natural person who performs Transaction via the Reference.

16. Reference – a reference which directs User to the registration page of the Rocken Internet website that can be distributed by the Partner in any form permitted by law.

17. System – a set of hardware and software developed, created and operating for the purpose of Rocken processing the Transactions.

18. Wallet - the part of the Account which reflects the balance of the funds owned by the Customer in one of the chosen currencies. One Account can have multiple Wallets. 1.19. Website – https://rocken.com/.

Subject of the Agreement

1. Rocken shall provide the Reference to the Partner for use in accordance with the terms of this Agreement, and the Partner shall accept the Reference for use and distribute it in accordance with the terms of this Agreement.

2. The Partner acknowledges and agrees that the Reference can be used by natural persons only.

Interaction Features

1. Obligations of the Partner:

   • to distribute the Reference strictly in compliance with applicable legislation;
   • to remove the Reference from the Partner’s source of distribution immediately at Rocken’s request which can be sent at the sole discretion of Rocken.

2. Rights of the Partner:

   • to request a timely payout of the Commission;
   • to have access to information about Transactions performed using the Reference.

3. The Partner shall not place the Reference in a way that can be regarded as a form of marketing or advertising activities of any kind. The Partner shall be liable for compliance with the applicable legislation in this regard.

4. In case any dispute occurs between Rocken and the User concerning Rocken’s services, the Partner shall not participate in such dispute.

Commission and Payments

1. The Commission constitutes 20% from Rocken profit which shall be calculated for each Transaction as follows:

   Rocken profit = the maximum of S1 or S2, but not more than twenty (20) US dollars, where:

   S1 equals to the commission charged by the System for the Transaction minus the cost of the Transaction for Rocken charged by a provider, if any;

   S2 equals to the commission charged by the System for the currency exchange in Transaction.

   The amount of the Commission shall be rounded down to the nearest cent. For example: 0.019 US dollars shall be rounded to 0.01 US dollars.

   If the Transaction is not profitable for the System, the Commission is not paid from it.

2. The amount of the Commission is calculated and paid by Rocken to the Partner after the Transaction is completed.

3. In case any dispute exists between Rocken and the User concerning any Transaction, Rocken acting in good faith may suspend calculation of the Commission in respect of such Transition and shall not be liable for such suspension.

4. Commission should be paid by Rocken to the Partner to the first Partner’s Wallet in US dollars. If there is no US dollars Wallet of the Partner, Rocken has no obligation to calculate and pay the Commission to the Partner.

Liability and Indemnity

1. Neither party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damage of any kind including punitive or exemplary damages or for any loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss whether foreseeable or otherwise.

2. The aggregate liability of Rocken in contract, tort, negligence or otherwise arising out of or in connection with this Agreement shall be limited to the total amount of Commission paid by Rocken to the Partner for the previous three (3) months prior to the claim.

3. Rocken shall not be liable for: (a) improper functioning of hardware, software or Internet (b) any suspension or refusal to perform Transaction which Rocken reasonably believes to be made fraudulently or without proper authorization (c) unforeseen circumstances preventing the proper performance despite any reasonable precautions taken by Rocken (power outages, fire, flood, theft, equipment breakdowns, hacking attacks, internal mechanical or systems failures as well as downtimes of its website).

4. Either Party shall defend, indemnify and hold harmless the other Party against any and all losses that such Party may suffer due to breaching Party’s willful misconduct.

5. The Partner shall defend, indemnify and hold harmless Rocken, its officers and directors against any and all claims resulting from any breach by the Partner of any of the provision of the applicable legislation and/or any of the provision of this Agreement, including representations and warranties of the Partner and/or obligation not to distribute the Reference in breach of the applicable legislation and/or in a way that can be regarded as an advertisement, a form of marketing or advertising activities of any kind.

6. For the purposes of this paragraph, Rocken includes its members, employees, sub-contractors and licensors. The Partner acknowledges that Rocken’s members, employees, sub-contractors and licensors shall have the benefit of the limits and exclusions of liability set out in this paragraph 5 (Liability) in terms of the Agreement.

7. If the Account is registered by a legal entity in breach of clause 2.2 and/or if the Account is registered via the Reference placed in breach of clause 3.3 hereof than no Commission shall be paid by Rocken to the Partner for the Transactions related to such Account and Rocken is entitled to claim immediate payment of the amount of the Commission paid for the Transactions related to such Account if any.

Representations and Warranties

1. Either Party warrants and represents that it has all power and authority to enter into the Agreement.

2. The Partner warrants and represents that the Partner

   a) enters into this Agreement voluntary,

   b) has fully read the terms of this Agreement,

   c) has a registered Account within the System,

   d) fully understands the subject of the Agreement and the terms of the Agreement,

   e) fully understands the significance and consequences of his actions regarding the conclusion of this Agreement

Confidentiality

1. During the term of this Agreement and thereafter, each Party shall use and reproduce the other Party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other Party’s Confidential Information to its employees, consultants, advisors or independent contractors with a need to know and will not disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party. Either Party shall be entitled to claim from the other Party liquidated damages in the amount of 10 000 (ten thousand) US dollars for each breach of this obligation.

2. Notwithstanding the foregoing, it will not be a breach of this Agreement for either Party to disclose Confidential Information of the other Party if required to do so under law or in a judicial or governmental investigation or proceeding.

3. The confidentiality obligations shall not apply to information that (i) is or becomes public knowledge through no action or fault of the other Party; (ii) is known to either Party without restriction, prior to receipt from the other Party under this Agreement, from its own independent sources as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party; (iii) either Party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or (iv) information independently developed by either Party’s employees or agents provided that either Party can show that those same employees or agents had no access to the Confidential Information received hereunder.

Force majeure

1. The Parties are freed from being held responsible for complete or partial non-fulfilment of their liabilities under this agreement in case the non-fulfilment of the duties was caused by force-majeure, namely: fire, inundation, earthquake, strikes, wars, actions of state bodies, or other events beyond control of the Parties. The Party that cannot fulfil its liabilities under the agreement must timely but no later than 10 days after the occurrence of force majeure circumstances notify the other Party in writing with the provision of substantiating documents issued by the competent authorities. The Parties admit that the insolvency of the Parties is not a force majeure event.

Termination

1. This Agreement shall be in effect for an indefinite period of time until terminated in accordance with the provisions stated below.

2. Without prejudice Rocken and/or the Partner may terminate this Agreement immediately

   • upon closure of the Account of the Partner;

   • upon the occurrence of a material breach of this Agreement by any Party if such breach is not remedied within fifteen (15) business days after written notice is received by such Party, identifying the matter or circumstances constituting the material breach;

   • the other Party files a petition for bankruptcy or liquidation or becomes insolvent; or

   • if the Partner violates or fails to comply with any applicable law, regulation or any order by a competent court or government authority.

3. Either Party may terminate the Agreement by giving a notice to the other Party in advance. The party initiating the termination of the Agreement shall notify the other Party at least one (1) month in advance.

Relationship of the Parties

The Parties are independent contractors, and this Agreement does not create a partnership, joint venture, employment or other form of agency relationship between them. Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf.

Communication between the Parties

1. Rocken shall use the Contact Details as means of communication with the Partner.

2. The communication between the Partner and Rocken should be in English.

3. The Partner may contact Rocken at any time using the customer support chat available on the Website, or by the email [email protected].

4. Rocken may inform the Partner on the changes in the Agreement provided either by sending email notifications or by posting the updates on the Website.

5. The document flow between the Partner and Rocken shall be in electronic form via the Account. Moreover, the use of the Authorization Details by the Partner shall be deemed by the Parties due and sufficient method of the Partner Authentication for the purposes of the document flow as well as for confirmation of authenticity and integrity of the provided electronic document, except for the cases provided for by the Terms and Conditions or the Internal Policies. Entering the Partner’s Authenticated Details shall be deemed by the Parties equal to the Partner’s handwritten signature

Miscellaneous

1. This Agreement and the relations between Rocken and the Partner arising from them are governed by the laws of Canada.

2. All the disputes between the Parties arising from this Agreement shall be settled through negotiations. The basis for negotiations shall be either Party’s submitting a written complaint to the other Party. All the complaints and claims shall be reviewed within thirty days of their receipt.

3. In case a dispute cannot be resolved by negotiations within the specified period of time, either Party may apply to a court. The courts of Canada shall have the jurisdiction to settle any dispute arising out of or in connection with this Agreement.

4. The choice of law and jurisdiction in the clause 12.3. does not affect the mandatory rights of the Partner under the laws of the country of their residence.

5. The Partner shall not transfer any rights or obligations under this Agreement to any third party without the prior written consent given by Rocken.

6. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced.

7. This Agreement enters into force once the Partner puts a tick near "I accept the terms of the Rocken Referral Program" and selects the button "Get link" on the pop up window.

8. The Partner acknowledges and confirms that the Partner agrees with Terms and Conditions the Internal Policies available on the Website, accepts them unconditionally and shall comply with their provisions and requirements.