By agreeing to these Terms and Conditions (“Terms”), you agree that the terms and conditions contained in herein will govern your referral and marketing relationship with BlockFi.. We reserve the right to update these Terms by notice to you from time to time, which will be sent to you by email at the address specified on your account application.
These Terms outline the general conditions under which Partner will market BlockFi’s services and the compensation arrangements governing those efforts.
A Lead Referral will occur when an end user (“End User”) clicks on a link to BlockFi’s website (the “Website”) included in a social media, blog post or shared link posted by Partner, and subsequently becomes a customer of BlockFi. BlockFi is the sole vendor involved in the sale and Partner plays no role in securing the sale (other than the initial Introduction) or in delivering the final services. An “Introduction” means the provision by Partner of direct contact between BlockFi and a potential customer with whom BlockFi has not been in contact for the preceding twelve months, who becomes a BlockFi customer, through the link posted by Partner or an email introduction.
For each Lead Referral, BlockFi will pay Partner a “Lead Referral Fee” which shall equal, for loans, the greater of (i) $50 or (ii) 10 basis points times the loan principal balance of the value of the initial originated loan between BlockFi and the customer; and for BlockFi Interest Accounts, 10% of the interest earned by the customer.
All fees will be processed on a monthly basis and only after any applicable loan(s) are originated or interest paid by BlockFi. No Lead Referral Fee will be due for subsequent contracts entered into after the initial period after the Introduction.
BlockFi shall have final approval rights over the materials created by Partner pursuant to these Terms (“Partner Materials”). Partner retains exclusive ownership of the Partner Materials, except for the BlockFi materials incorporated therein. If BlockFi believes that any Partner Materials are unacceptable because of tone, quality, or other factors, BlockFi may, in its sole discretion, disapprove the Partner Materials and communicate the reason to Partner. Partner shall have three (3) business days to revise the Partner Materials and resubmit the Partner Materials to BlockFi for reevaluation/approval. If BlockFi does not approve the re-submitted Partner Materials, BlockFi may terminate the Agreement. Partner shall not post any Partner Materials pursuant to these Terms that are not approved by BlockFi.
Partner represents and warrants that it shall comply with all applicable laws and regulations, including the FTC’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” as well as any guidelines provided by BlockFi, including by prominently disclosing that Partner is being compensated by BlockFi for referrals in all Partner Materials. Partner shall clearly and conspicuously disclose that the Partner Materials posted by Partner are paid content by including a clear and conspicuous disclosure in every social media post and a prominent disclosure at the outset of any video. The disclosure must be above the fold and clearly visible, without the need for the End User to expand the text or comment.
Partner represents and warrants that (i) Partner has all rights necessary from any person(s) featured in any Partner Materials, and that (ii) the Partner Materials shall not infringe or otherwise violate the rights of any third party. Partner shall be solely responsible for obtaining all necessary licenses, releases and permissions for any individuals and third party content, and for making all payments in connection therewith. Partner is not authorized to enter into any agreements as agent for BlockFi.
Partner shall not make any claim about the BlockFi products or services without prior written approval from BlockFi. Partner warrants and represents that any statements Partner makes regarding BlockFi products or services reflect Partner’s true and honest opinion of, and experience with, BlockFi products and services. It is understood and agreed that Partner shall not, and shall not be required to, narrate or deliver any copy or statement that Partner believes is factually inaccurate.
These Terms constitutes the entire Agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. The Agreement may be changed only by a writing signed by both Parties. These Terms may not be assigned or otherwise transferred by a party without the prior written approval of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, BlockFi may assign or otherwise transfer these Terms to a successor in connection with a merger, sale of substantially all its assets or similar reorganization. Subject to the foregoing, these Terms shall be binding upon the parties hereto and their respective successors and assigns.
Notices must be in writing and sent by email, personal delivery, overnight delivery or first class mail to the address of the other Party specified below. Any provision of these Terms held unenforceable shall be severed and the remainder of these Terms will continue in full force and effect.
No waiver of any obligation under these Terms shall be effective unless in writing, and shall then be effective only for the specific instance for which such waiver was given. The Parties are independent contractors and these Terms does not create a partnership, joint venture or employment relationship between them.
Each party acknowledges that it has separate responsibility for all applicable federal, state and local taxes for itself and any of its employees, and each party agrees to indemnify and hold the other harmless from any claim or liability therefore. Each party understands and agrees that its respective employees shall not be entitled to participate in health or disability insurance, retirement or pension benefits, if any, to which employees of the other party may be entitled.
Neither party shall, at any time during the term of these Terms, directly or indirectly, make, publish or otherwise communicate through any medium any deleterious or disparaging remarks concerning the other Party, its Trademarks and/or products or services.