Partner Program Terms

  

General Terms & Conditions  of the BLOCKSIZE Partner Program  

Preamble

Blocksize Capital GmbH, Taunusanlage 8, 60329 Frankfurt am Main, Germany (hereinafter referred to as “BLOCKSIZE”) offers its own services/products in the field of crypto assets and blockchains. BLOCKSIZE provides, among other things, data and technical services (software-as-a-service; short “SaaS”) as contractual relationships between third parties and End Customers in these areas, including via the internet platforms https://www.blocksize.info and https://matrix.blocksize.capital. These services/products include, but are not limited to: 

• BLOCKSIZE CONNECT: Aggregation of crypto market data from centralized and decentralized crypto exchanges as well as their technical provision. 
• BLOCKSIZE NODE OPS: Design, construction and technical operation of blockchain nodes and publication of market data on-chain in oracle networks. 
• BLOCKSIZE ORACLE: Design, construction and technical operation of individual oracles that make market data available on-chain. 
• BLOCKSIZE STAKING: Design, construction and technical operation of staking solutions, especially in relation to the Ethereum blockchain. 
• BLOCKSIZE CORE: Design, development and technical operation of a platform for the trading of digital assets on crypto exchanges. 

BLOCKSIZE itself does not engage in custody, or providing financial services for investment or brokerage, or other regulated activities. Many of BLOCKSIZE’s clients are themselves regulated according to their respective business models and geography; As a rule, BLOCKSIZE only provides these customers with SaaS solutions, which often also support them in achieving their own “compliance”. Furthermore, BLOCKSIZE offers: 

• BLOCKSIZE CONSULTING: Advising companies, especially in the financial sector, on blockchains and crypto assets. 

BLOCKSIZE has many years of experience in these areas, consulting expertise, relevant & extensive databases, IP rights, usage rights, as well as business contacts. The contracting party is exclusively BLOCKSIZE and not any with BLOCKSIZE possibly affiliated companies. 

As part of the BLOCKSIZE Partner Program, BLOCKSIZE enables the cooperation partners participating in the BLOCKSIZE Partner Program (hereinafter referred to as “Partner”) to generate revenue through matchmaking. In doing so, BLOCKSIZE also supports the Partner by providing access to promotional materials, specifications, methodologies, tracking URLs and/or other content (hereinafter referred to as “Content”) for integration on websites and/or mobile applications designated between BLOCKSIZE and the Partner (hereinafter referred to as “Partner Sites”) for the purpose of matchmaking BLOCKSIZE services/products. 

1 Scope 

1.1 The provision of Content by BLOCKSIZE is made exclusively on the basis of the following General Terms and Conditions (hereinafter referred to as “General Terms”). The Partner’s general terms and conditions do not apply to these General Terms, even if BLOCKSIZE does not expressly object to them. The General Terms shall also apply to all future contractual relationships concluded between BLOCKSIZE and the Partner within the framework of the BLOCKSIZE Partner Program, even if they are not expressly agreed upon again and provided that the then applicable General Terms do not prevail. 

1.2 These General Terms are directed exclusively at  entrepreneurs (professional users) within the meaning of § 14 German Civil Code (BGB). 

1.3 If the Partner is a natural person, he/she declares that he/she has reached the age of 18, has full legal capacity and has a bank account. These General Terms are valid unless otherwise agreed between Partner and BLOCKSIZE. 

1.4 The Partner can retrieve the applicable General Terms at any time under https://www.blocksize.info/partner-program/terms/ and save them there as well as print them out. BLOCKSIZE does not explicitly store this contract text for the partner after the contract has been concluded. 

2 Content 

2.1 BLOCKSIZE provides the Partner with Content for integration on the Partner Sites, for example the Partner‘s own websites, via the BLOCKSIZE Partner Program. The integration of the Content on sites other than the Partner Sites requires the explicit consent of BLOCKSIZE. For the purposes of these General Terms, all other materials provided by BLOCKSIZE for integration, such as logos, images, quotes, slogans, test seals, etc. from BLOCKSIZE or third parties (“Accompanying Materials”), are also deemed to be Content within the meaning of these General Terms. As far as BLOCKSIZE has subjected the integration of the Accompanying Materials to certain conditions, these must be observed by the Partner; an exception in individual cases can only be granted expressly and in text form by BLOCKSIZE, the approval of the integration is not sufficient for this. 

2.2 The Partner undertakes to provide BLOCKSIZE with an up-to-date overview of the Partner Sites in a commonly used file format or in written form at any time upon request. 

2.3 BLOCKSIZE has the right to prohibit the Partner from integrating the Content in accordance with Section 2.1 on a Partner Site at any time at its reasonable discretion without giving reasons for the future by means of a text message. In this case, the Partner undertakes to remove the content from the respective Partner site immediately upon receipt of the notification. 

2.4 Only the content provided by BLOCKSIZE and approved for use on the Internet may be used and/or the content made available by BLOCKSIZE may be used faithfully to its original form. 

2.5 The Content provided will be used exclusively for the promotion of the services/products about BLOCKSIZE. The use of the advertising material to promote other Partner Programs, third-party products, or other advertising services not covered by these General Terms is not permitted. 

2.6 Any use of the so-called web service interface(s) of BLOCKSIZE requires a separate contract. 

3 Obligations of the Partner 

3.1 The Partner undertakes to comply with all content-specific requirements set forth by BLOCKSIZE as part of the BLOCKSIZE Partner Program. 

3.2 The Partner undertakes to comply with all content-specific requirements specified by BLOCKSIZE as part of the BLOCKSIZE Partner Program. In particular, he will not make the Content available on the pages of portals that compare BLOCKSIZE’s services/products with their competitors. If the Partner becomes aware of such an integration of the content, he will inform BLOCKSIZE thereof immediately.

3.3 The Partner may only use awards, seals of approval, and certificates awarded to or awarded by BLOCKSIZE or in connection with BLOCKSIZE only with the express permission of BLOCKSIZE in text form for the stated purpose and duration, but in any case no longer than during the period of the Partner’s participation in the Program. 

3.4 Upon termination of participation in the BLOCKSIZE Partner Program, the Partner is obliged to immediately remove all Content provided by BLOCKSIZE from its offer and to cease all advertising of BLOCKSIZE and the services/products and any other use of BLOCKSIZE’s brand name and figurative marks. 

3.5 When integrating a link to BLOCKSIZE product and/or order pages, the Partner must always use its individual tracking code, otherwise the allocation of sales for the Partner cannot take place. If the Partner fails to use its unique tracking code in URLs and the Customer cannot therefore be identified for a commission calculation, the Partner shall not be entitled to the reimbursement of commission sales. 

4 Special Requirements for the Advertising Environment 

4.1 The Partner is obliged to ensure that the Partner Sites and all other advertising media, methods and other advertising materials and methods used with the Content and/or the Products as well as the other environment in which the Partner Sites and/or the aforementioned advertising materials and methods are integrated and/or published in any other way (hereinafter collectively referred to as the “Advertising Environment”) comply with all applicable legal and regulatory provisions and court orders and meet their requirements. 

4.2 The Partner is further obliged to ensure that the integration of the content as well as the Advertising Environment do not infringe the rights of third parties, in particular not the trademarks and copyrights of third parties. 

4.3 In the event that the Partner sends or arranges for newsletters to be sent in order to promote the Content and/or related offers, the Partner undertakes to send emails only to recipients from whom there is a legally valid express consent for the respective receipt of email advertising. The Partner must obtain such consent via the double opt-in procedure (DOI). The Partner must ensure that, in case of doubt, proof of DOI can be provided. Each newsletter must contain a complete imprint and an unsubscribe link. 

4.4 For the purpose of arranging or distributing the BLOCKSIZE services/products, the Partner undertakes not to contact customers by telephone through the use of call center employees or automated call systems without the corresponding textual consent of BLOCKSIZE. 

4.5 If the Partner issues vouchers or other discount products and offers of a third party to customers in connection with the integration and/or promotion of the Content, the Partner will point out that such vouchers are granted exclusively by the Partner or the respective third party and refer to its respective terms of redemption, including any exclusion periods. The Partner shall be exclusively liable for promised or issued vouchers or other discount products and offers, also with regard to exceeding legal maximum limits. BLOCKSIZE shall not be required to provide the services to the Customer in the context of redemption, nor shall BLOCKSIZE be liable for the proper provision of the Services by the Partner or the respective third party. The above provisions shall apply mutatis mutandis to refunds of services provided by the Customer (“Cashback”) advertised by the Partner or otherwise promised under certain conditions. 

4.6 In the event of violations of the above provisions, BLOCKSIZE reserves the right, at its reasonable discretion, to exclude the Partner from the BLOCKSIZE Partner Program with immediate effect and to pass on the Partner Data to injured third parties or their representatives for the purpose of clarifying possible violations of the law. In addition, in the event of violations, the entitlement to commission payment in accordance with Section 5 shall lapse. In addition, claims for damages in the event of breaches of contract are expressly reserved. 

5 Costs and Revenues 

5.1 Any costs incurred by the Partner in connection with the cooperation shall be borne by the Partner itself. 

5.2 The Partner shall be entitled to a commission for each contract brokered for the services/products through the Contents, in which the following conditions are cumulatively met: 

1. the conclusion of the contract between the End Customer and BLOCKSIZE has been concluded via a website of the Partner, which contains an affiliate link with the Partner’s individual tracking code OR the Provider has communicated the name of the End Customer to BLOCKSIZE by email to connect@blocksize-capital.com prior to the conclusion of the End Customer’s contract OR the End Customer specifically refers to the Partner in its inquiry to BLOCKSIZE; 

2. all information requested by the End Customer in the context of the conclusion of the contract is complete and accurate; 

3. the conclusion of the contract is effective and BLOCKSIZE actually commences the supply; 

4. there is no right of revocation /withdrawal on the part of the End Customer or any revocation /withdrawal period has expired without the right of revocation /withdrawal having been exercised; 

5. there is no abusive order in accordance with clause 6. 

5.3 For each contract that has been concluded under the conditions of clause 5.2 and which complies with the requirements set out therein (“Agreement”), the Partner shall receive remuneration in the amount of the commission scheme in force at that time, which has been agreed with him. If no commission scheme has been agreed, 10% of the net sales by an End Customer are deemed to have been agreed, which were actually paid by the End Customer. 

5.4 The commission payment is limited to 1 year in the case of recurring payments per customer, unless otherwise agreed. 

5.5 Unless otherwise agreed, BLOCKSIZE will settle and pay the Partner‘s outstanding commission on a quarterly basis. Alternative remuneration in the form of benefits in kind or discounts is excluded. 

5.6 The prerequisite for the payout is the existence of all valid contact details and a valid bank account as well as the provision of tax information by the Partner (e.g. VAT ID number or, if applicable, tax number). 

5.7 The Partner undertakes to report all commissions earned from participation in the BLOCKSIZE Partner Program to its competent tax office. This includes in particular commissions that have been paid out for the purpose of use as or for voucher(s) or special credit(s) or have been passed on to third parties in any other way. In these cases, BLOCKSIZE does not assume any lump-sum taxation and is in no way responsible for the legality of the Partner’s tax returns or notifications. 

5.8. Net sales are defined as sales less sales tax, sales deductions, discounts due to notifications of defects and similar sales reductions or credits. The sales revenue in the profit and loss statement (P&L) is defined as net sales under German law in accordance with sections 275 and 277 I of the German Commercial Code (HGB). 

5.9 BLOCKSIZE reserves the right to discontinue services/products at any time (“Discontinuation of Services”), for example due to economic unsuccess. BLOCKSIZE will inform the Partner of this at least two weeks before the service is discontinued. If a service/product is discontinued without replacement, the commission agreement with the Partner for the relevant service/product will end four weeks after the discontinuation of the service/product. Revenues received by customers, even after the end of the service discontinuation, are still due to the Partner as agreed.

6 Abuse 

6.1 Any form of misuse of the Content, access to the BLOCKSIZE Partner Program or any other rights obtained through these General Terms, in particular with the aim of obtaining claims for commissions in accordance with Section 5, is prohibited. This includes, but is not limited to, any activities of the Partner aimed at circumventing the remuneration mechanism regulated in these Programme Terms and/or pretending to be eligible for remuneration. Orders that do not serve the purpose of concluding a contract with the aim of actual delivery (hereinafter referred to as “Abusive Orders”) are prohibited; in particular, the Partner is prohibited from initiating Abusive Orders via its Partner account at BLOCKSIZE or inducing third parties to place Abusive Orders. Even requesting contract documents with the intent to abuse is considered an abusive order and leads to immediate exclusion from BLOCKSIZE’s Partner Program. We reserve the right to make further claims. 

6.2 The Partner undertakes to notify BLOCKSIZE immediately if it becomes aware of or suspects any Abusive Orders placed through its Partner Account. Furthermore, the Partner is obliged to immediately provide BLOCKSIZE with all information required for the explanation of the facts and to actively participate in the clarification and prevention of such facts. Any withdrawals received as a result of Abusive Orders will be refunded. 

7 Liability and Warranty 

7.1 BLOCKSIZE grants the Partner the right to publish the Content made available. However, all rights to the delivered Content remain with BLOCKSIZE and/or its licensors. 

7.2 BLOCKSIZE makes every effort to ensure the completeness and accuracy of the information provided, but does not provide any legal guarantee for its accuracy. BLOCKSIZE will immediately correct any errors that become known. 

7.3 BLOCKSIZE draws the Partner’s attention to the fact that there may be third-party rights to the content supplied, such as IP rights with regard to raw data or trademark rights with regard to the designation of the providers. 

7.4 Claims for damages against BLOCKSIZE or against BLOCKSIZE’s affiliated company or employees, regardless of the legal grounds, are excluded, unless otherwise agreed below. 

7.5 BLOCKSIZE shall be liable for damages and reimbursement of futile expenses (hereinafter referred to as “Damages”) for breach of contractual or non-contractual obligations only 

• in the event of intent or gross negligence, 

• in the event of negligent or intentional injury to life, limb or health, 

• because of the assumption of a quality guarantee, 

• in the event of negligent or intentional breach of material contractual obligations; a material contractual obligation within the meaning of these General Terms is an obligation that makes the performance of this contract possible in the first place and on the fulfilment of which the contractual partner may therefore regularly rely, 

• on the basis of to mandatory liability under the Product Liability Act, or 

• on the basis of due to other mandatory liability. 

7.6 Compensation for the breach of essential contractual obligations shall, however, be limited to the foreseeable damage typical for this type of contract, unless there is intent or gross negligence or liability exists due to injury to life, limb or health or the assumption of a guarantee of quality. 

7.7 Liability for loss of profit, loss of production and interruptions, consequential damages, indirect damages, and/or other financial losses of the Partner is excluded, unless there is intent or gross negligence, or liability is incurred due to injury to life, body or health or the assumption of a quality guarantee. 

7.8 A change in the burden of proof to the detriment of the Partner is not connected with the above provisions. 

7.9 BLOCKSIZE shall not be liable for any damages resulting from improper integration of the content by the Partner. 

7.10 It is the Partner’s responsibility to notify BLOCKSIZE of any damage in text form immediately after the occurrence of the damage event. The Partner undertakes to provide BLOCKSIZE with all relevant information when claiming damages. A further prerequisite for the effective assertion of damages is that the Partner does not expressly or implicitly acknowledge possible third-party claims, only conducts disputes with third parties in consultation with BLOCKSIZE and, in the event of the removal of disputed information from the website, expressly points out to the third party that this does not entail an acknowledgement of the claims. 

7.11 The foregoing limitations of liability shall apply mutatis mutandis to claims of the Partner against the companies affiliated with BLOCKSIZE. 

7.12 Neither a corporate nor a commercial agency relationship shall arise between BLOCKSIZE and the Partner as a result of this Agreement. 

7.13 The Partner is solely responsible for obtaining any necessary permissions for the inclusion and presentation of the content. 

8 Confidentiality 

8.1 The Partner undertakes to maintain confidentiality vis-à-vis third parties regarding all business and trade secrets arising from this contractual relationship and beyond. 

8.2 This obligation of secrecy does not apply if the information becomes public without violating this duty of confidentiality or if the Partner is obliged by law to disclose it. 

8.3 The Partner shall use the information and know-how obtained from BLOCKSIZE in the course of the performance of this Agreement only for the purposes specified in this Agreement. He will not use them for other purposes of his own, in particular not to build up an offer that is in competition with BLOCKSIZE or a company affiliated with BLOCKSIZE. The same applies to resources that have been designed or built with the help of BLOCKSIZE. 

9 Participation, Term, Termination 

9.1 The provision of registration for the BLOCKSIZE Partner Program does not constitute a binding offer by BLOCKSIZE to participate in the Partner Program, but an invitation to submit an offer by the Partner. The Partner makes a binding offer to participate in the Partner Program by filling in the fields required for registration (such as company name, contact person, contact details and company address, hereinafter referred to as “Contact Details”) on the https://www.blocksize.info/partner-program/ page and then clicking on the field marked as “Register Now” or by sending such identical contact information to connect@blocksize-capital.com by email (each, the “Offer”). Pending the submission of their offer, the Partner may cancel or modify their order at any time by cancelling the registration process. Subsequent changes to the Partner’s data are possible if the Partner contacts connect@blocksize-capital.com and specifies the change requests. 

9.2 BLOCKSIZE accepts this Offer by sending a confirmation of receipt of the Partner’s offer to the email address provided by the Partner when submitting its offer immediately upon receipt of the Offer (“Registration Confirmation Email”). BLOCKSIZE reserves the right to reject applicants for the Partner Program without giving reasons.

9.3 After acceptance of its Offer by BLOCKSIZE, the Partner will optionally have access to an online portal by viewing information about its contractual relationship (“Partner Account”).

9.4 Participation in the BLOCKSIZE Partner Program is indefinite, unless otherwise agreed. 

9.5 Participation in the BLOCKSIZE Partner Program may be terminated by either party without giving reasons within 14 working days, unless otherwise agreed.

9.6 The right to terminate the contract for good cause remains unaffected. In particular, good cause for termination by BLOCKSIZE shall be deemed to exist if the Partner violates material obligations under this contract. 

9.7 Terminations must be made in text form (e.g. letter or email) in order to be effective. 

9.8 Upon termination of participation in the BLOCKSIZE Partner Program, all delivered content must be immediately removed from the Partner Site(s) and files made available to the Partner and their electronic reproductions must be immediately handed over to BLOCKSIZE or, at its written request, destroyed at its own expense and the destruction carried out must be insured in text form. 

9.9 Upon termination of participation in the BLOCKSIZE Partner Program, any Partner Account created by BLOCKSIZE will be deactivated. 

10 Changes to these General Terms 

10.1 BLOCKSIZE may amend these General Terms as this is necessary to adapt to developments that were not foreseeable at the time of conclusion of the contract and which BLOCKSIZE did not initiate or cannot influence and the non-consideration of which would disturb the balance of the contractual relationship to a not insignificant extent and as this does not affect essential provisions of the contractual relationship. The main provisions are those concerning the nature and scope of the contractually agreed services and the term, including the provisions on termination. 

10.2 Furthermore, these General Terms may be amended as this is necessary to eliminate not inconsiderable difficulties in the execution of the contract due to regulatory gaps that have arisen after the conclusion of the contract. This may be the case, in particular, if the case law on the validity of provisions of these General Terms changes, if one or more provisions of these General Terms are declared invalid by case law or if a change in the law leads to the invalidity of one or more provisions of these General Terms. 

10.3 BLOCKSIZE may change the contractually agreed services if and to the extent that this is necessary for a valid reason that was not foreseeable at the time of conclusion of the Contract and this change does not shift the relationship between performance and consideration to the disadvantage of the Partner, so that the change is reasonable for the Partner. A valid reason exists if new technical developments necessitate a change in service, because BLOCKSIZE can no longer provide the service in the previous contractually agreed form or if newly issued or amended legal or other sovereign requirements require a change in performance. 

10.4 BLOCKSIZE notifies the Partner of any changes to these General Terms or the contractually agreed services in text form at least four weeks before they are scheduled to take effect.

10.5 In the event of changes that are not exclusively for the Partner’s benefit, the Partner has the right to terminate the Agreement without observing a notice period at the time the changes take effect in text form (e.g. by letter or email). 

10.6 Changes to this Agreement or the Contractually Agreed Services shall be deemed to have been approved if the Partner does not object to them by the time they take effect. In the notification of change, BLOCKSIZE specifically draws the Partner’s attention to his right of termination and the significance of a lack of objection. 

11 Miscellaneous 

11.1 The Partner shall notify BLOCKSIZE immediately if it ceases or transfers the operation of the Partner Website(s) to a third party or if insolvency proceedings are opened against him, or if a third party acquires shares in the Partner that give such third party a change of control. 

11.2 Should any provision of these General Terms be or become invalid or unenforceable, or should this contract contain a loophole, the legal validity of the remainder of the contract shall not be affected. The parties are obliged to replace an invalid or unenforceable provision with an effective one or to agree to the inclusion of a provision that fills in the gaps and comes as close as possible to the economic sense and purpose of the invalid or missing provisions. 

11.3 The exclusive place of jurisdiction and place of performance for all disputes arising from or in connection with this contract is Frankfurt am Main/Germany. 

11.4 Prevailing language: This agreement has been drawn up in the German language. In case of discrepancies between the German text version of this agreement and any translation, the German contract language version prevails. 

Frankfurt at 2023-10-24