Deepcoin Affiliate Program Agreement
Deepcoin is a cryptocurrency trading platform that is wholly owned by 3R Technology Corporation Limited. 3R Technology Corporation Limited (hereinafter referred to as “3R”) was incorporated under the International Business Companies Act of 1994 of the Republic of Seychelles with a company number of 206025.
This Affiliate Program Services Agreement (“Services Agreement”) sets forth the terms and conditions of your use of Deepcoin Affiliate Program (“Affiliate Program”) and serves to supplement the Terms of Service Agreement (“Agreement”) between you and Deepcoin. Please read this Services Agreement completely and carefully before enrolling in Deepcoin Affiliate Program. You must agree with and accept all of the terms and conditions contained in this Services Agreement without modifications, which include the terms and conditions expressly set out below and those incorporated herein by reference, before you may become an affiliate under the Deepcoin Affiliate Program.
PARTIES TO THIS SERVICES AGREEMENT
(a) Deepcoin, 3R Technology Corporation Limited (hereinafter referred to as “3R”) (operating under the trading name ‘Deepcoin’), is a P2P (Peer-to-Peer) cryptocurrency derivatives exchange with any of its designated and permitted successors, hereinafter referred to as the “Company”, “we”, “our”, or “Deepcoin”; and
(b) The “Affiliate”, “him/her/it”, “you”, or “your” shall refer to the individual or entity which applies for Deepcoin Affiliate Program in accordance with the terms and conditions set forth herein.
And furthermore, may both hereinafter be referred to separately as the “Party” and jointly as the “Parties”.
The above expressions shall, where the context so permits include receivers and managers and successors in title and personal representatives in the case of legal persons.
Whereas this Services Agreement sets out the terms upon which Clients may be referred to the Company by the Affiliate; and
Whereas this Services Agreement explains our obligations to you and explains your obligations to us under the Affiliate Program offered by Deepcoin. When you use your account or permit someone else to use it to purchase, or otherwise acquire, access additional Deepcoin service(s) or products or to cancel your Deepcoin service(s) (even if we were not notified of such authorization), this Services Agreement covers such service(s) or actions.
IT IS AGREED:
1. Definitions of Terms
Means any person whom the Company has approved to open an account(s) subjected to this Services Agreement and Terms of Service Agreement, for the introduction of which the Affiliate actively mediated.
Terms of Service Agreement
Means the Company’s Trading Terms and Conditions that the Client accepts when he/she opens an account with the Company;
Means the Company’s domain name and/or any other domains that the Company operates mainly for trading, promotional, and marketing purposes.
Means any commission, rebate, and/or other remuneration paid, or payable, to the Affiliate by the Company for intermediation services rendered by the Affiliate for the conclusion of this Services Agreement between the Company and the Clients identified referred to the Company by the Affiliate. The remuneration of the Affiliate will be based on a sliding percentage of fees paid by referred Clients, agreed between the Parties, per contract on Clients. This fee can be viewed at all times in the Affiliate Program page and will increase as the total turnover from referred account increases. An increase to the next tier of the commission plan will not lead to retroactive payments.
Means the program which the Company makes available to certain individuals or entities, pursuant to the terms and conditions of this Services Agreement, via the Company’s website, in order to engage the Affiliate to act as a mediator between the Company and targeted Clients for the conclusion of a Terms of Service Agreement with the Company.
Means introductory services provided by the Affiliate that result in the Client opening an account with the Company, including introducing, explaining and/or promoting the financial services offered by the Company to prospective Clients.
2. Electronic Signatures and Affiliate Acceptance of Agreement(s)
2.1 The Affiliate hereby acknowledges and agrees that (a) by utilizing and/or sharing the unique Affiliate Referral Code and Referral Registration Link or Address, as may be designated by the Company, on the Company’s Main Website(s), (b) by continuing to access or use the Company’s Main Website(s), (c) by referring potential new Clients to the Company’s Main Website(s) for the purpose of analysing and providing information with regards to the financial products offered by the Company and/or (d) by accepting any commissions and/or payments from the Company or any of its Clients, the Affiliate is entering into a legally binding contract with Deepcoin and fully agrees to abide by, and to be bound by, all the terms and conditions set out in this Services Agreement which supplement the Terms of Service Agreement, as they may apply.
2.2 The Affiliate hereby waives any rights under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
3. Affiliate Representation and Warranties
3.1The Affiliate has all requisite authority to enter into this Services Agreement and to be fully bound hereby, and all necessary action has been taken by him/her/it in connection herewith. The Affiliate acknowledges and confirms that he/she/it can enter into this Services Agreement and is approved and/or authorized and/or qualified under the local regulatory requirements to offer the services mentioned in this Services Agreement.
3.2 The Affiliate acting as an intermediary must provide true and complete information to the Company at all times; including but not limited to, contact information, the nature of the Affiliate’s intermediation activities carried out for the purposes of introducing, explaining and/or promoting the financial services offered by the Company to prospective Clients, and any other information that the Company may request from time to time.
3.3 The Affiliate has fulfilled all registration, qualification and/or other requirements of all jurisdictions and regulatory bodies to the extent that such registration, qualification and/or other requirements are applicable to him/her/it during the term of this Services Agreement and will remain in strict compliance with all of the foregoing.
3.4 If the Affiliate is a company or other entity, the Affiliate is duly organized, validly existing and in good standing under the laws of the relevant jurisdiction(s).
3.5 Nothing contained in this Services Agreement shall be construed as creating any agency, partnership, employment of any type, or other form of joint enterprise between the parties hereto. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance, or otherwise.
3.6 The Affiliate is not authorized and shall not in any way impersonate as Deepcoin to provide any investment advice on behalf of the Company to the introduced Clients.
3.7 The Affiliate is obliged to inform the introduced Clients of any commission received as well as any additional commissions involved with regards to the service provided under this Services Agreement where necessary. U.S. Affiliates (defined below) agree to make such disclosures regarding commission in compliance with applicable U.S. commodities laws.
3.8 The Affiliate acknowledges and agrees that he/she/it is responsible for the payment of all relevant duties and/or charges and/or taxes arising from the course of his/her/its business.
3.9 The Affiliate cannot use the Company’s logo in any of the correspondence, including but not limited to on any business cards or on any electronic transmission, etc. unless explicitly authorized to do so by the Company.
3.10 The Affiliate acknowledges that he/she/it is not allowed to register a business that includes the wording “Deepcoin” in his/her/its name. Furthermore, the Affiliate acknowledges that he/she/it is not allowed to register and/or operate a domain name that includes the wording “Deepcoin” in his/her/its name.
3.12 The Affiliate shall not authorize or encourage any third party to: (a) directly or indirectly generate use of the online services offered by the Company through any automated, deceptive, fraudulent, or other invalid means, including but not limited to, through repeated manual clicks, the use of robots, or other automated tools and/or computer generated queries, and/or the unauthorized use of other search engine optimization services and/or software; (b) edit, modify, filter, truncate or change the order of the information contained in any part of the Company’s Main Website(s), or remove, obscure, or minimize any part of the Company’s Main Website(s) in any way without authorization from the Company; (c) frame, minimize, remove, or otherwise inhibit the full and complete display of any Web page accessed by a Client after clicking on any part of the Company Main Website(s); (d) redirect any Client away from the Company’s Main Website(s); (e) provide a version of any Web page of the Company’s Main Website(s) that is different from the page an end user would access by going directly to the Company’s Main Website(s); intersperse any content between the Company’s Main Website(s) and the applicable landing page on the Company’s Main Website(s); or otherwise provide anything other than a direct link from the Affiliate’s website(s) to a relevant landing page on the Company’s Main Website(s), as approved by the Company in accordance with this Services Agreement, on any Web page or any website(s) that contains any pornographic, hate-related, violent, or illegal content; (f) directly or indirectly access, launch, and/or activate access to the online services offered by the Company through or from, or otherwise incorporate access to the online services offered by the Company or referrals in, any software application, website, or other means other than his/her/its website(s), and then only to the extent expressly permitted by this Services Agreement; (g) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from or pertaining to any Client who has been or is identified as solicited by and introduced and/or referred to the Company’s Main Website(s) via his/her/its tracker(s), or any part, copy, or derivative thereto; (h) act in any way that violates any various policies posted on the Company’s Main Website(s), as may be revised from time to time, or included in any other agreement between the Affiliate and the Company (including, without limitation in this Services Agreement; (i) disseminate malware; (j) create a new account to enroll in the Company’s Affiliate Program after the Company has terminated this Services Agreement with the Affiliate as a result of the Affiliate’s breach of this Services Agreement; or (k) engage in any action or practice that reflects poorly on the Company or otherwise disparages or devalues the Company’s reputation and/or goodwill.
3.13 Except as expressly otherwise provided for in this Services Agreement, and then only if and to the extent provided herein, the Affiliate is prohibited from sending emails to promote the Company, the Company’s Main Website(s), the Company’s Affiliate Program and/or the online services offered by the Company.
3.13.1 For all communicative emails that are sent to customers, Affiliates are also obligated to ensure that all Deepcoin related content must be CAN-SPAM compliant.
3.14 Furthermore, the Affiliate expressly acknowledges and agrees that the Company does not participate in, support or indulge mass unsolicited e-mailing (i.e., spamming, desktop scrapes) to promote the Company, the Company’s Main Website(s), the Company’s Affiliate Program and/or the online services offered by the Company. The Affiliate also expressly acknowledges and agrees that he/she/it is expected to adhere to this policy as well.
3.15 The Affiliate acknowledges and agrees that any attempted participation or violation of any of the foregoing is a material breach of this Services Agreement and that the Company may pursue, at the Company’s sole discretion, any and all applicable legal and equitable remedies against the Affiliate, including an immediate suspension of the Affiliate account(s) with the Company and/or the immediate termination of this Services Agreement, without prior notice being required, and/or the pursuit of all available civil or criminal remedies.
3.16 The Affiliate further represents and warrants that his/her/its website(s) and any materials displayed therein: (a) comply with all applicable laws and regulations, statutes, ordinances, and other applicable rules; (b) do not breach, and have not breached, any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract; (c) are not pornographic, hate-speech related or otherwise violent in the content; and (d) does not contain any 'detrimental to brand’ language and prohibits campaigns deemed detrimental to the Deepcoin's brand.
3.16.1 Affiliates are required to disclose, in a conspicuous manner, their relationship with Deepcoin in any reviews or contents that are related to Deepcoin.
3.17 The Affiliate acknowledges and confirms that he/she has an existing client base or act as an influencer/KOL to his audiences. As per Deepcoin Affiliate commission table, active trading clients are required for each commission tier. Registering as an affiliate to generate commission for a self-trading account and/or the use of multiple accounts to act as active clients is a violation of the Deepcoin Affiliate terms and is subject to Affiliate account ban. Deepcoin reserves the right to make any adjustment and/or remove the generated commission at our own discretion.
3.18 SEM techniques such as bidding on Deepcoin brand name in any search engine is strictly prohibited, Deepcoin reserves the right to terminate the affiliate account without any prior notice.
3.18.1 Prevent use of TM terms in domain names, subdomains, usernames, ad copies, or any Deepcoin terms, etc. Any affiliates determined to have used Deepcoin's trademarks in any sort of Internet naming system may forfeit their rights to that name.
3.18.2 Require the use of negative keywords in PPC / Display all applicable paid marketing campaigns. Affiliates are required to include Deepcoin's brand terms as negative keywords in their campaigns. Such terms include but not limited to the term "Deepcoin".
3.19 Any Affiliate that is a U.S. resident or operates in the U.S. (“U.S. Affiliate”) will also be subject to clauses 3.19, 3.20, and 3.21 of this Services Agreement. By agreeing to this Services Agreement, U.S. Affiliates also agree to Guidelines for U.S. Affiliates (“Guidelines”). The Guidelines are incorporated by reference and made a part of this Services Agreement. Any violation of the Guidelines will result in immediate termination of any U.S. Affiliate’s status as an Affiliate under clause 7.3 of this Services Agreement.
3.20 The U.S. Affiliate shall not do any of the following: (a) provide trading advice tailored to the specific circumstances of any of its subscribers, followers, viewers or any other person that accesses their intermediation services; (b) post any presentations that involve testimonials, simulated or hypothetical performance results in their marketing videos or social media posts unless accompanied by prominent disclosures required by U.S. commodities laws; (c) represent that their operations are “SEC compliant”, “CFTC compliant,” or otherwise sanctioned by a U.S. federal regulator; or (d) make posts that are fraudulent, deceptive, or that contain any information that could be conceived as market manipulation or attempted market manipulation.
3.21 The U.S. Affiliate agrees to disclose, in accordance with Section 3.7 of this Agreement, for videos or social media posts in connection with the Affiliate Program, that the posts have been made in connection with the Affiliate Program and that Client utilization of any links to Deepcoin’s platform may result in a commission to the U.S. Affiliate.
4. Affiliate’s Rights and Obligations
4.1 In the event that the Affiliate deviates from the standard interpretation of this Services Agreement, or where the U.S. Affiliate deviates from its requirements in clauses 3.19, 3.20, or 3.21 of this Services Agreement, it will be considered that he/she/it has breached this Services Agreement.
4.2 Without prejudice to the obligations of the Affiliate under this Services Agreement, the Company is not responsible and has no liability for any advice or recommendation or decision provided by the Affiliate to the introduced Client.
4.3 For the Affiliate to be eligible for any commissions with regard to the introduced Client, all requirements set in this Services Agreement has to be met, and the Affiliate must ensure that the introduced Client opens an account with the Company using his/her/its unique Affiliate referral link/code. For the avoidance of doubt, the obligations of the Affiliate under this Services Agreement, and specifically the obligations in relation to carrying out all actions necessary in order for the Company to enter into an agreement with the Client, are not lifted in cases where the Clients reach the Company through the website of the Affiliate.
4.4 If the Affiliate maintains a website for promoting his/her/its business, for the purposes of identifying and targeting suitable opportunities, the following functionalities and information should be included:
a) A link should be available directing prospective Clients to the Company’s Main Website(s);
b) The Company’s information and/or logo and/or banners should be visible to prospective clients.
c) An accurate description of the Company’s product(s)should be present in order to provide specific information to Clients for them to enter into an agreement with the Company, in relation to the financial products and services of the Company.
4.5The Affiliate is required to obtain the Company’s approval prior to uploading any information or functionalities (as per clause 4.7) relating to the Company and its services.
4.6 In the event of any disparity between the claim(s) made by the Affiliate and the Company with regard to the introduced Client, the Company shall have the sole discretion in accepting or rejecting the claim(s) of the Affiliate.
4.7 Any client, who is introduced by the Affiliate and opens an account with the Company, will also be considered the Company’s Client and will be subject to all of the Company’s rules, policies, and operating procedures that govern their activity at the Company’s Main Website(s) and needs to follow the same procedure as any other person who opens an account with the Company.
4.8 The Company may, at its sole discretion, accept or decline any Client introduced by the Affiliate and has the right to terminate the business relationship with any Client, at any time. All data relating to the Clients that open an account with the Company will remain as the Company’s sole and exclusive property and by entering into this Services Agreement, the Affiliate acquires no right to such information, except as expressly stated herein.
4.9 The Company will not be liable or responsible for any marketing or promotions that may be initiated by the Affiliate for the needs of his/her/its own business purposes and for the provision of the intermediation services under this Services Agreement and for any costs or charges for such activity. The costs will be met solely by the Affiliate.
4.10 Subject to the terms and conditions of this Services Agreement and in accordance with the terms and conditions hereof, the Affiliate agrees that all referral activities carried out towards the prospective Clients to the Company must be professional, proper, and lawful under applicable rules or laws.
5. Company’s Rights and Obligations
5.1 The Company warrants making any payments due to the Affiliate in respect of the Affiliate’s Commissions for his/her/its referral services as agreed in this Services Agreement.
5.2 The Affiliate shall be entitled to the Affiliate’s Commissions Structure as agreed and may not be subject to any changes unless agreed by both parties.
5.3 The Company is responsible for the calculation and due payment of the Affiliate’s Commissions.
5.4 The Company’s Terms of Service Agreement is set out in the Company’s Website at
5.5 In the event of any dispute, or complaint from a Client, the Company has the right to hold back any commissions due to the Affiliate until such issues are resolved.
5.6 In the event that the Company has identified any abuse on the trading activity of any Client introduced by the Affiliate, the Company reserves all rights including, but not limited to, immediately suspending or terminating the Affiliate’s account, at the Company’s sole discretion.
6. Commission Fees
6.1 The Company will track and report the trading activity of Clients, who have been approved by the Company to open an account as a result of the referral by the Affiliate, for purpose of remuneration calculated based on the Affiliate’s Commissions definition.
6.2 Commissions payable under this Services Agreement will be based on a sliding percentage of fees paid by referred users. This fee can be viewed at all times in the Affiliate Program page and will increase as the total turnover from referred account increases. An increase to the next tier of the commission plan will not lead to retroactive payments.
6.3 In the event of any trading activity by Clients introduced by the Affiliate, that is deemed suspicious by the Company, then the Company may delay payment of Commission(s) until it verifies the relevant transactions. In the event that the Company determines, at its sole discretion, the activity to constitute fraud traffic, the Company is entitled to terminate this Services Agreement and/or to recalculate or withhold the Affiliate’s Commission(s) accordingly.
6.4 Payment of commissions will be made in different cryptocurrencies as described on Deepcoin’s website based on the referral trade made by introduced Clients. If trades are made in BTC, Deepcoin will pay out commissions in BTC. If trades are made in ETH, Deepcoin will pay out commissions in ETH, and so on for every respective cryptocurrency Deepcoin has accepted in its trading pairs. Payment will be credited to the Affiliate’s account, which has been registered when signing up to the Affiliate Program. At the Company’s sole discretion, and as deemed appropriate, the Company may accommodate other methods of payment or currency.
6.5 Deepcoin is under no obligation whatsoever to pay any commissions to anyone who does not strictly follow this Services Agreement or the incorporated Guidelines, where applicable, including potential later modifications and amendments. It is the Affiliate’s sole and absolute duty to follow precisely this Services Agreement and the incorporated Guidelines, where applicable at all time.
7. Amendment and Termination
7.1 Deepcoin may modify any of the terms and conditions contained in this Services Agreement including, at any time and at its sole discretion, by notifying the Affiliate via email, or by posting a notice or a new agreement on its website and hence, the Company recommends that Affiliate should revisit this Services Agreement regularly. Any changes to this Services Agreement will not be applicable to the commissions earned in relation to transactions performed prior to the date on which the changes become effective unless specifically agreed otherwise. Should the Affiliate disagree with the changes, he/she/it may terminate this Services Agreement in accordance with clause 7.2 below.
7.2 This Services Agreement is valid until it is terminated by either party (Company or Affiliate) by giving a five (5) business days written notice to the other party or otherwise terminated pursuant to clause 7.3 below.
7.3 The Company shall reserve the right to terminate or suspend without notice this Services Agreement, or any rights of the Affiliate that may fall under the provisions of this Services Agreement, due to any malpractice, breach, failure, or other significant events; including but not limited to, liquidation or insolvency, on the part of the Affiliate, and breaches of clauses 3.19, 3.20, 3.21, or the Guidelines on the part of the U.S. Affiliate. Such termination will be at the sole discretion of the Company.
7.4 Upon termination of this Services Agreement, the Affiliate is obliged to return to the Company any Company’s materials used for referral purposes. In the case where the Affiliate maintains a website and is using any Company’s materials, he/she/it is obliged to immediately withdraw such materials upon the termination of this Services Agreement.
7.5 In the event that this Services Agreement is terminated pursuant to clause 7.2, the Company shall pay the Affiliate any earned balance of Affiliate Commissions that is due and payable to the Affiliate at the time of termination of this Services Agreement, within sixty (60) days after the end of the calendar month in which this Services Agreement is terminated by the Affiliate (following the Company’s receipt of the Affiliate’s written notice, including by email, to terminate this Services Agreement) or by the Company. The Affiliate will not be entitled to referral fees occurring after the date of termination of this Services Agreement. If the Affiliate has failed to fulfill his/her/its obligations and responsibilities, Deepcoin will not pay any referral fees otherwise owed on termination of this Services Agreement. The Affiliate is solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with his/her/its account.
7.6 Furthermore, the Company may terminate this Services Agreement forthwith, upon written notice to the Affiliate, if: (a) it becomes unlawful for the Company and/or the Affiliate to perform or comply with any one or more of their obligations under this Services Agreement; or (b) the Affiliate ceases, in the Company’s reasonable opinion, to be fit and proper to introduce/provide the services to the Company; (c) if the Affiliate no longer holds the necessary authorization or consent to perform the obligations under this Services Agreement, or (d) if he/she/it is prevented for any reason from carrying out the activities and/or obligations herein.
7.7 If Deepcoin continues to permit activity (generation of revenue) from the Affiliate’s customers after the termination of this Services Agreement, this does not constitute a continuation or renewal of this Services Agreement or a waiver of termination of this Services Agreement.
8. Force Majeure
8.1 The Company shall not be deemed in default hereunder, nor shall it be held responsible for, any cessation, interruption, or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; an act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; or any law, order regulation, direction, action or request of the government, including any governmental authorities having or claiming jurisdiction over Deepcoin; or failure of any computer dealing system or any other breakdown or failure of transmission in communication facilities of whatever nature between the Company and the Affiliate or any other third-party whatsoever; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the Company (a “Force Majeure Event”).
8.2 The Affiliate acknowledges and agrees that the Company may, in its reasonable opinion, determine that a Force Majeure Event exists or is about to occur; as the case may be, the Company will inform the Affiliate as soon as reasonably practicable if it so determines.
8.3 If the Company determines that a Force Majeure Event exists, or is about to occur, then it may (without prejudice to any other rights under this Services Agreement, and at its sole discretion) take actions it deems necessary or appropriate in the circumstances, in regard to the Affiliate and the Clients, and neither the Company, nor any of its directors, officers, employees, agents or advisers will be liable for any failure, hindrance, or delay in performing its obligations under this Services Agreement or for taking or omitting to take any action pursuant to this clause.
9. Limitation of Liability
9.1 Deepcoin does not guarantee or predict any type of profit or response from said service(s). Under no circumstances shall Deepcoin be deemed liable for any direct, indirect, punitive, incidental, consequential, or special damages, losses, expenses, costs, or demands of whatever form and for any reason whatsoever in relation to this Services Agreement, its website, and the services it provides; including any claims, expenses, attorney’s fees, and court costs relating or arising from this Services Agreement. This limitation applies regardless of whether the alleged liability is based on contract, strict liability, tort, warranty, negligence, or any other basis, even if Deepcoin has been advised of the possibility of such damages or such damages were reasonably foreseeable. In jurisdictions that do not permit the elimination or limitation of such liabilities, Deepcoin’s liability shall be limited to the greatest extent permitted by the law and any unenforceable provisions removed. The Affiliate agrees to hold harmless Deepcoin, its employees, agents, shareholders, contractors, and affiliates of such parties from all liabilities, claims, expenses or any other costs arising, deriving or related from this Services Agreement, the services, and products they provide. The Affiliate may be asked to provide written assurances.
9.2 With respect to Deepcoin, as well as its contractors; agents; employees; officers; directors; shareholders; and affiliates of such parties, the Affiliate agrees to defend, release, indemnify, and hold such parties harmless from all liabilities, claims, and expenses, including attorney’s fees and court costs, for third party claims relating to or arising under this Services Agreement, the service(s) provided by Deepcoin, or his/her/its use of the service(s) provided by Deepcoin; including, without limitation, an infringement by him/her/it, or by anyone else using such service(s) Deepcoin provides to the Affiliate, of any intellectual property or other proprietary rights of any person or entity; or from the violation of any of Deepcoin’s operating rules or policies relating to the service(s) provided. When Deepcoin may be involved in a suit involving a third party and which is related to the service(s) provided by Deepcoin to the Affiliate under this Services Agreement, Deepcoin may seek written assurances from the Affiliate in which he/she/it promises to defend, indemnify, and hold Deepcoin harmless from the costs and liabilities described in this clause. Such written assurances may include, at Deepcoin’s sole discretion, the posting of a performance bond(s) or other guarantees reasonably calculated to guarantee payment. The Affiliate’s failure to provide such assurances may be considered by Deepcoin to be a breach of this Services Agreement by him/her/it. The terms of this clause will survive any termination or cancellation of this Services Agreement.
10.1 The failure of the Company to ask for the Affiliate’s performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by the Company of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
11.1 In the event that any provision of this Services Agreement shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render this Services Agreement unenforceable or invalid as a whole. The Company will amend or replace such provision with one that is valid and enforceable and which achieves, to the greatest extent permitted by the law, Deepcoin’s original objectives and intent as reflected in the original provision.
12. Assignment and Resale
12.1 Except as otherwise set forth herein, the rights of the Affiliate under this Services Agreement are not assignable or transferable. Any attempt by the Affiliate’s creditors to obtain an interest in the Affiliate’s rights under this Services Agreement, whether by attachment, levy, garnishment, or otherwise, renders this Services Agreement voidable.
13. Headings and Modifications
13.1 The section headings of this Services Agreement were used purely for convenience and may be modified along with their content at any time. The Affiliate agrees that these headings do not, in any way, limit, construe, define, describe, or affect the scope or extent of such section. The Affiliate also agrees that changes and modifications can be done at any time by Deepcoin and that such changes shall henceforth be enforceable in this Services Agreement.
13.2 This Services Agreement, as well as any additional agreement hereto (both present and future), are made in English. Any other language translations are provided as a convenience only. In the case of any inconsistency or discrepancy between the original English texts and their translation into any other language, the original versions in English shall prevail.
14. Governing Law
14.1 This Services Agreement will be governed by the laws of the British Virgin Islands (BVI) without reference to rules governing the choice of laws. Any action relating to this Services Agreement must be brought in the BVI and the Affiliate irrevocably consent to the jurisdiction of its courts.