Self-Service Affiliate Agreement

Self-Service Affiliate Agreement

Referral Terms and Conditions • Last updated: February 6, 2023

This Self-Service Affiliate Agreement f/k/a Self-Service Affiliate Addendum (this “Agreement”), as revised or modified from time to time in accordance with Section 15.2, is a legally binding agreement between Premia, a blockchain protocol provider ("Premia"), and you (“Affiliate" and together with Premia, the “Parties"). This Agreement incorporates and supplements Premia’s Terms of Use (the “Terms”), and Privacy Policy (the “Privacy Policy”), in each case, to which Affiliate agrees that Affiliate is bound and is a party, and the terms of which apply to this Agreement. Please review the Terms carefully to understand Affiliate’s rights and obligations, including with respect to governing law, arbitration, venue for dispute resolution and other dispute resolution matters, prohibited activities, indemnification, disclosures and disclaimers, limitations of liability, and exclusions of consequential damages and other claims.

Participating in Premia’s self-service affiliate program (the "Affiliate Program”) indicates Affiliate’s acceptance of this Agreement, as well as the Terms and the Privacy Policy, and establishes a binding and executed written agreement between Affiliate and Premia. If Affiliate does not accept this Agreement or the Terms, Affiliate may not participate in the Affiliate Program.

1. Referrals.

1.1 "Qualified Referrals” mean individuals or entities who complete trades on the Premia protocol (each “Users”) and who:

• (a) click on Affiliate's unique affiliate link (the “Link”);

• (b) if entering into perpetual contracts on the Premia protocol (the “Protocol”), then do not reside, are not citizens of, are not located in, and do not have a registered office in the United States of America ("US Person”) or any Restricted Territory (as defined in the Terms); and

• (c) complete at least one trade using the Protocol after clicking on the Link.

Affiliate acknowledges and agrees that Affiliate has no ownership rights in any form over the Link Premia provides to Affiliate, and Premia may reclaim, deactivate, invalidate or terminate the Link at any time in its sole discretion.

1.2 If Affiliate shares the same personal information, including email address, IP address, or website details, as an otherwise Qualified Referral, then Affiliate will be deemed to have made a "Self-Referral.” No Affiliate Reward (as defined below) will be paid for any Self-Referral. Premia, in its sole discretion, will determine the classification of any referral as a Self-Referral.

2. Affiliate Rewards.

2.1 Each epoch, set forth in https://docs.premia.finance/premia-governance/start-here/epochs (“Epoch”), Affiliate will receive certain percentages set forth in Exhibit A of the net trading fees that Premia receives from a Qualified Referral, taking into account for purposes of the net trading fees determination any discounts, rebates and refunds Premia provides to a Qualified Referral or other parties, including market makers, such that the amount of such discounts, rebates or refunds will not be part of the net trading fees used to determine the affiliate reward, in accordance with the following (the “Affiliate Reward”):

• 2.1.1 calculated from time to time during each Epoch (each a "Calculation Time”) and accrued based on any additional net trading fees that Premia has received from a Qualified Referral after the prior Calculation Time, and

• 2.1.2 based on the amount of the Ethereum-based token known as stkPremia set forth across from such percentage in Exhibit A held at the Ethereum network address linked to Affiliate’s Premia account at the time of each Calculation Time; provided that (a) prior to receiving any material Affiliate Reward, Affiliate may be required to provide Premia with any additional information Premia determines is necessary to comply with applicable laws, (b) prior to receiving any Affiliate Reward greater than or equal to six hundred (600) USD Coin (USDC), Affiliate must complete any required tax or other forms relating to receipt of Affiliate Rewards, as required by Premia in its sole discretion, and (c) payment of any such Affiliate Reward is subject to compliance with applicable laws and the terms and conditions of the Protocol.

2.2 Notwithstanding the foregoing, for purposes of calculating the net trading fees received by Premia from a Qualified Referral during each Epoch to which the applicable percentage in Exhibit A is applied, the maximum net trading fees will be seventy five thousand (75,000) USD Coin (USDC), such that the maximum net trading fees on which such percentage will be applied each Epoch for each Qualified Referral is seventy five thousand (75,000) USD Coin (USDC), meaning that the Affiliate Reward each Epoch for each Qualified Referral can never exceed thirty thousand (30,000) USD Coin (USDC) (i.e., 40% * 75,000).

2.3 The amount of Affiliate Rewards will be based upon Premia’s good faith calculation and information available to Premia. Premia is not responsible for any Affiliate Rewards not properly being paid to Affiliate of which Premia is unaware, including due to computer error or other reasons.

2.4 Affiliate Rewards will be payable to Affiliate within thirty (30) days of the end of the Epoch in which Premia receives associated trading fees from Qualified Referrals. Affiliate Rewards will be paid to Affiliate in USD Coin (USDC) to Affiliate’s Premia account on the Premia protocol.

2.5 Affiliate is responsible for any and all tax liabilities, including income tax liabilities, that arise from or in any way relate to any payments Premia makes to Affiliate, including income taxes, sales, personal property, use, VAT, excise, withholding, Social Security and Medicare taxes, and self-employment taxes. Premia will have the right to withhold from any amounts payable to Affiliate such federal, state, local or foreign taxes as may be required to be withheld under any applicable law or regulation.

3. Relationship of the Parties and Capacity.

3.1. Nothing in this Agreement or the Terms will be interpreted as creating a partnership, joint venture, franchise, employment relationship, or sales representation between Affiliate and Premia. Affiliate is not authorized to act as a spokesperson for Premia or bind Premia in any manner. Affiliate must refrain from making any claims, representations, or warranties on behalf of Premia, including those related to the Affiliate Program, the Protocol, or the Premia platform.

3.2. The Parties acknowledge that Affiliate operates as an independent contractor for Premia. Affiliate is not considered an employee for tax purposes or for any other aspect, and therefore, Affiliate shall not be entitled to any employee benefits or participation in employee benefit plans offered by Premia.

3.3. In the event that Affiliate could be deemed an agent or representative of Premia under any applicable law, Affiliate agrees to indemnify, defend, and hold harmless Premia and its affiliates from any claims arising from such implied agency or representative relationship.

4. Responsibilities.

4.1. Affiliate acknowledges that the Affiliate Program aims to incentivize referrals of new users to the Protocol. Therefore, Affiliate commits to acting in good faith in accordance with this purpose.

4.2. Affiliate is obligated to comply with (a) the Terms, and (b) all relevant laws while engaging as an affiliate of Premia. This applies to any referrals made to the Protocol.

4.3. Affiliate must not attempt to designate any of the following as a Qualified Referral: (a) an individual or entity that is, or is owned or controlled by Affiliate, Affiliate's immediate family, or household members; (b) an individual or entity that is, or is owned or controlled by a person already using the Protocol; (c) an individual or entity that is a contractor or service provider of Premia; or (d) a US Person or Restricted Person as defined in the Terms.

4.4. When posting the Link on any platform primarily targeting the United States, Affiliate must include the following statement: "Premia perpetual contracts are unavailable in the United States."

4.5. All costs or expenses related to Affiliate's participation in the Affiliate Program are solely Affiliate's responsibility. Affiliate undertakes such financial responsibilities at its own risk.

4.6. Upon request by Premia, Affiliate agrees to provide any requested documentation to facilitate Affiliate Reward payments and continued participation in the Affiliate Program. Such requests may be made at any point during Affiliate's involvement in the program.

5. Representations, Warranties, and Covenants.

Affiliate makes the following representations, warranties, and covenants to Premia:

5.1. If Affiliate is an entity, it certifies that it is validly organized and exists under the laws of its jurisdiction. It has the necessary authority to execute and perform the obligations of this Agreement. If Affiliate is an individual, it confirms it has the capacity to enter into this Agreement.

5.2. Affiliate will not engage in making false, deceptive, derogatory, or defamatory statements related to the Affiliate Program, Premia, its employees, users, the Premia platform, or the Protocol.

5.3. Affiliate will refrain from using offensive language, ethnic slurs, personal insults, or inappropriate comments in connection with the Affiliate Program, Premia, its employees, users, the Premia platform, or the Protocol.

5.4. Affiliate will not use content that infringes upon intellectual property rights or violates any applicable laws, including copyright, trademark, patent, or privacy rights.

5.5. Affiliate will not replicate websites or advertisements resembling the Premia platform. It will not copy or display Premia's trademarks, intellectual property, or other proprietary information without prior written consent from Premia.

5.6. Affiliate, and to the best of its knowledge, its representatives, are not owned or controlled by individuals or entities subject to sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control. Affiliate also certifies it will not use Affiliate Rewards to fund activities in violation of sanctions.

5.7. Affiliate agrees not to engage in specific marketing practices outlined in this section, including targeting certain keywords, using misleading marketing techniques, and promoting on inappropriate platforms.

6. Licenses.

6.1. Premia grants Affiliate a non-exclusive, non-transferable sublicense to use the "Premia" trademark solely for the purpose of creating Qualified Referrals using the Link. Affiliate acknowledges that Premia retains ownership of its trademarks and related intellectual property.

6.2. Affiliate grants Premia a sublicense to use its name and likeness as an affiliate on the Premia platform.

6.3. Affiliate agrees not to claim ownership of Premia's trademarks or register similar trademarks.

6.4. Affiliate agrees to maintain the quality and proper use of Premia's trademarks and not use them in a manner that could tarnish or degrade their reputation.

7. Non-Exclusive; No Obligation.

Affiliate acknowledges that the Affiliate Program is non-exclusive. This Agreement does not prevent either Party from doing business separately with other entities or individuals. Affiliate's participation in the Affiliate Program does not confer additional rights to use or modify the Premia platform.

8. Unlawful or Prohibited Activities.

8.1. Affiliate agrees not to engage in any activities that could be considered illegal, unethical, or that could damage Premia's reputation. This includes refraining from spamming, sending unsolicited emails, and engaging in deceptive marketing practices.

8.2. Affiliate will not attempt to manipulate the tracking system for referrals, engage in click fraud, or artificially inflate referral statistics.

8.3. Affiliate will not create or use multiple accounts to gain more Affiliate Rewards or other benefits.

9. Term and Termination.

9.1. This Agreement shall commence upon Affiliate's acceptance of its terms and will continue until terminated by either Party.

9.2. Either Party may terminate this Agreement at any time, with or without cause, by providing written notice to the other Party.

9.3. Upon termination, all licenses granted under this Agreement shall terminate immediately, and Affiliate must cease using Premia's trademarks and any marketing materials.

10. Confidential Information.

10.1. Affiliate acknowledges that, during the course of participating in the Affiliate Program, it may gain access to certain confidential information related to Premia's business.

10.2. Affiliate agrees to keep all confidential information strictly confidential and not disclose it to any third party without prior written consent from Premia.

11. Indemnification.

11.1. Affiliate agrees to indemnify, defend, and hold harmless Premia and its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses arising from Affiliate's breach of this Agreement, violation of any laws, or misuse of the Affiliate Program.

12. Limitation of Liability.

12.1. Premia shall not be liable to Affiliate for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement or the Affiliate Program.

13. Dispute Resolution.

13.1. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the arbitration association chosen by Premia.

14. Modification.

14.1. Premia reserves the right to modify this Agreement and the Affiliate Program's terms at any time. Changes will be communicated to Affiliate via email or the Affiliate Program interface.

15. Governing Law and Jurisdiction.

15.1. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Premia is registered.

15.2. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the jurisdiction in which Premia is registered.

16. Governing Law; Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to its principles of conflicts of law. Any dispute arising out of or relating to this Agreement or the breach thereof shall be finally settled by arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wilmington, Delaware.

17. Entire Agreement.

This Agreement, together with the Premia's Terms of Use and Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

18. Notices.

Any notice or communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been given and received (a) when delivered in person, (b) on the business day after being sent by an overnight courier service, (c) on the seventh business day following deposit in the mail, postage prepaid, registered or certified mail, return receipt requested, or (d) when received by email transmission with confirmation of successful transmission, to the Parties at the addresses provided in this Agreement or as later provided in writing.

19. Waiver.

The waiver by either Party of a breach or default under any of the provisions of this Agreement shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power, or privilege that it has, or may have hereunder, operate as a waiver of any breach or default by the other Party.

20. Assignment.

Affiliate may not assign or transfer this Agreement, or any of its rights or obligations herein, without the prior written consent of Premia. Any assignment or transfer in violation of this provision shall be void. Premia may freely assign or transfer this Agreement and its rights and obligations herein.

21. Severability.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining portions shall remain in full force and effect and shall be construed as if the invalid, illegal, or unenforceable term or provision was never a part of this Agreement.

22. Survival.

Sections 5 (Representations, Warranties, and Covenants), 9 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), 14 (Termination), and 15 (General Provisions) shall survive the termination or expiration of this Agreement for any reason.

23. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

24. Modification.

This Agreement may be modified only by a written agreement signed by both Parties.

By accepting and participating in Premia's self-service affiliate program, you acknowledge and agree to be bound by the terms and conditions of this Agreement.

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