2) PROGRAM OVERVIEW

The Program allows You to earn a flat fee by promoting VeVe and contributing to new Users purchasing Digital Products through Your unique affiliate link.

3) ELIGIBILITY AND REGISTRATION

3.1 To participate in the Program, You must:

• Be at least 18 years old.
• Have a valid email address and payment method.
• Maintain an active Account with VeVe which is in good standing.
• Have accepted and not breached any provision in the latest version of this Agreement.
• Have accepted and not breached any provision in the latest version of the VeVe T&Cs.
• Complete the Program application truthfully.
• Comply with the Program guidelines.
• Maintain a minimum average audience of at least 2,500 genuine (ie non bot) viewers/followers across social media or community channels.

3.2 VeVe reserves the right to accept or reject an application to the Program by any potential Affiliate at VeVe’s discretion.
3.3 You are responsible for providing accurate registration information and keeping it updated.

4) PAY STRUCTURE AND AFFILIATE STATUS

4.1 You will earn a commission on each unique Qualifying New User Sign Up & First Transaction made by new Users who visit the Website (VeVe.me) or apps through Your unique affiliate link.
4.2. "Qualifying New User Sign Up & First Transaction" means:

• a new User (who does not already have an Account) creates an Account on the App via the Website; and
• such new User purchases Digital Products on the VeVe Store within 30 days of such new User first visiting the Website through Your affiliate link.

4.3. Commission rates are based on the Program’s Affiliate status tiers as follows:

• Status Tier 1 - Rare Affiliate: $10 USD per Qualifying New User Sign Up & First Transaction.
• Status Tier 2 - Ultra Rare Affiliate: $15 USD per Qualifying New User Sign Up & First Transaction.
• Status Tier 3 - Secret Rare Affiliate: $20 USD per Qualifying New User Sign Up & First Transaction.

4.4 On acceptance to the Program, new Affiliates will start at Status Tier 1 - Rare Affiliate, with this status tier being reviewed based on the rate of Qualifying New User Sign Up & First Transactions achieved by the new Affiliate at the end of the first full month following acceptance to the Program. VeVe reserves the right to start new Affiliates on a higher status tier, at its discretion.
4.5 To maintain Your Affiliate status tier, you must reach and maintain a monthly average volume of Qualifying New User Sign Up & First Transactions each quarter as follows:

• Status Tier 1 - Rare Affiliate: maintain an average monthly volume of between 5 - 30 Qualifying New User Sign Up & First Transactions each quarter.
• Status Tier 2 - Ultra Rare Affiliate: maintain an average monthly volume of between 31 - 60 Qualifying New User Sign Up & First Transactions each quarter.
• Status Tier 3 - Secret Rare Affiliate: maintain an average monthly volume of more than 61 Qualifying New User Sign Up & First Transactions each quarter.

4.6 The status tier for each Affiliate will be reviewed on a quarterly basis and their status tier will be adjusted as follows:

• If the required monthly average volume of Qualifying New User Sign Up & First Transactions for the Affiliate’s current status tier is not achieved during that quarter, the Affiliate will drop to the status tier below.
• If the required monthly average volume of Qualifying New User Sign Up & First Transactions for the Affiliate’s current status tier is exceeded during that quarter, the Affiliate will rise to the corresponding status tier.
• VeVe reserves the right to maintain the status tier of any affiliate at its discretion.

4.7 VeVe reserves the right at its discretion to remove an Affiliate from the Program at any time if they do not maintain the minimum monthly average volume of Qualifying New User Sign Up & First Transactions.
4.8 Commission rates and monthly average Qualifying New User Sign Up & Transaction volumes required to maintain each Affiliate status tier are subject to change at any time with 30 days' notice.

5) TRACKING AND PAYMENTS

5.1. VeVe will:

• Track Qualifying New User Sign Up & First Transaction using cookies or other tracking technologies; and
• Determine, at VeVe's discretion, if a User and transaction qualifies as a Qualifying New User Sign Up & First Transaction

5.2. Commissions will be tracked in Your affiliate dashboard.
5.3. Payment terms:

• Payment of commissions is subject to You completing our identification verification (KYC) process to our satisfaction. As part of this process, You will be required to provide information that may include, without limitation, country of residence, residential address, government-issued ID, selfie, date of birth and/or source of funds/wealth. We may also, at our discretion, require You at a later time to reverify Your identity or provide further KYC information in order to continue participating in this Program. If You are unable to provide and/or we are unable to verify any of the requested information and/or any information appears to be true or incorrect, we will not be able to pay Your commissions to You.
• Minimum payout threshold: $75 USD
• Payment frequency: Qualifying New User Sign Up & First Transactions for each month will be locked in at the start of the following calendar month. Payments will then be distributed on the 7th of the month after. For example: Qualifying New User Sign Up & First Transactions for March will be locked in at the start of April. Payments of related commissions for March will be made on 7th May.
• Payment methods: Bank transfer and PayPal.

5.4. You are responsible for providing accurate payment information. VeVe is not responsible for lost payments due to incorrect information provided by You.
5.5. All tax obligations related to commission payments are Your sole responsibility.
5.6. The receipt of commission payments may be affected by bank processing times, especially in the case of international payments.

6) AFFILIATE OBLIGATIONS

6.1. You agree to:

• Comply with all applicable laws, regulations, and industry best practices
• Disclose Your affiliate relationship with VeVe in accordance with applicable laws
• Use only approved, provided marketing materials that comply with VeVe’s brand guidelines
• Not engage in any deceptive, fraudulent, or manipulative practices
• Not bid on VeVe’s trademarks or variations in paid search advertising
• Comply with the Program Guidelines

6.2. Prohibited activities:

• Misleading, dishonest, deceptive or abusive conduct, including without limitation, misrepresentations in respect of VeVe or in respect of the legal nature of Digital Products or Collectibles (the legal nature of both is set out in the VeVe T&Cs)
• Spamming or unsolicited marketing
• Involvement in bulk account registrations designed to manipulate the program
• Promoting VeVe on sites containing illegal, offensive, or objectionable content or on the “dark web”
• Using cookie stuffing or forced clicks
• Impersonating VeVe or claiming to be an official VeVe representative
• Creating fake accounts or engaging in false or fraudulent transactions
• Using incentives to drive artificial traffic or conversions

7) INTELLECTUAL PROPERTY

7.1. VeVe grants You a limited, revocable license to use VeVe’s trademarks, logos, and marketing materials solely for the purpose of Your participation in the Program.
7.2. You may not modify VeVe's intellectual property without prior written approval.
77.3. You acknowledge that all intellectual property rights in VeVe's platform, brand, and content belong exclusively to VeVe.

8) TERM AND TERMINATION

8.1. This Agreement continues until terminated by either party.
8.2. Either party may terminate this Agreement at any time, without cause, by providing 5 days’ written notice to the other party.
8.3. VeVe may immediately terminate this Agreement and Your participation in the Program if you:

• Breach any term of this Agreement
• Engage in fraudulent, deceptive, or unethical practices
• Damage VeVe's reputation or brand

8.4. Upon termination:

• You must cease all Program-related activities
• You must remove all VeVe materials from Your websites and platforms
• You will be paid any outstanding commissions according to the payment schedule, provided Your account is in good standing

9) MODIFICATIONS

9.1. VeVe reserves the right to modify this Agreement at any time by posting the revised version on its Website or by notifying You via email.
9.2. Your continued participation in the Program after such modifications constitutes acceptance of the revised Agreement.

10) LIMITATION OF LIABILITY

10.1. VEVE PROVIDES THE PROGRAM "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED.
10.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VEVE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR PARTICIPATION IN THE PROGRAM.
10.3. VEVE’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11) INDEMNIFICATION

You indemnify, defend, and hold harmless VeVe and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses arising from Your participation in the Program or Your breach of this Agreement.

12) RELATIONSHIP OF PARTIES

12.1 The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.
12.2 You have no authority to bind VeVe to any obligations or make representations on behalf of VeVe.
12.3 The parties acknowledge and agree that the Program does not constitute an investment product, investment fund, managed investment scheme or security (or similar).

13) MISCELLANEOUS

13.1 This Agreement represents the entire understanding between the parties regarding the Program and supersedes all prior agreements.
13.2 If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
13.3 This Agreement and any dispute arising out of or in relation to them shall be governed by the laws of New Zealand, without regard to its conflict of law principles and the parties submit to the exclusive jurisdiction of the New Zealand courts.
13.4 Any disagreement, complaint, dispute, or difference arising out of or in connection with this Agreement must be dealt by VeVe first (in accordance with clauses 13.5 and 13.6) before You are permitted to take any other action to resolve the disagreement, complaint, dispute, or difference. You acknowledge that we are not obliged to investigate or follow up a complaint made by You against another User or vice versa.
13.5 Following the receipt of a notice from You notifying VeVe of a disagreement, complaint, dispute, or difference under this Agreement, VeVe and You will attempt to resolve this in good faith within 30 days of such notification. VeVe will notify You of the outcome of the disagreement, complaint, dispute, or difference as soon as an outcome is determined by VeVe. If You do not agree with the outcome as determined by VeVe, you may take such other action to resolve the dispute as permitted under this Agreement.
13.6 To the fullest extent permissible by law, subject to clause 13.3 to 13.5 and 13.7 below, each party agrees that any dispute or disagreement arising out of or in connection with this Agreement will be settled by arbitration as follows:

1. the arbitration will be administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") current at the time the arbitration is commenced
2. the Tribunal shall consist of a sole arbitrator
3. the seat of the arbitration shall be Singapore
4. the language of the arbitration shall be English
5. the law applicable to this arbitration agreement and arbitral proceedings shall be New Zealand law.

13.7 For the avoidance of doubt, nothing in this Agreement does not prevent us from seeking injunctive or other urgent relief from a court to prevent (or enjoin) the breach of this Agreement and/or infringement or misappropriation of our or our licensors' intellectual property rights.
13.8. You may not assign Your rights or obligations under this Agreement without VeVe prior written consent. VeVe may assign its rights and obligations without restriction.

14) CONTACT INFORMATION

For questions regarding the Program or this Agreement, please contact VeVe at affiliates@veve.me.

15) DEFINITIONS

"Rare Affiliate" means the affiliate status tier where You earn $10 USD per New User Sign Up & First Transaction and You maintain a monthly average volume of between 5 - 30 Qualifying New User Sign Up & First Transactions each quarter.
"Secret Rare Affiliate" means the affiliate status tier where You earn $15 USD per New User Sign Up & First Transaction and You maintain a monthly average volume of between 31-60 new users each quarter.
"Ultra Rare Affiliate" means the affiliate status tier where you earn $20 USD per New User Sign Up & First Transaction and You maintain a monthly average volume of +61 new users each quarter.
"We, us, our or VeVe" means Orbis Technology Limited.