” The Player Bet Coin “, “PBET” and “we” refers to and shall be interpreted as the PLC Player Loyalty Ltd (Reg. No. 391598) and “Referrer” or “you” or “he” refers to each potential Referrer and reader of this Referral Agreement (henceforth the “Agreement”). This Agreement describes the terms and conditions under which PBET will offer your Compensation for marketing and promoting.
- Commencement and duration
1.1. This Agreement shall be effective and binding on the Parties when you: (a) click the check box on the official PBET website [pbet.io] to indicate that you have read, understand and agree to the terms of this Agreement and after being approved by the Company accordingly (such time will be considered the “Effective Date”).
1.3 White Paper: The white paper and other materials concerning the Project and the contribution in exchange for Tokens, available at [pbet.io] (the “White Paper” as may be amended from time to time) are hereby incorporated into this agreement by reference.
1.4. By clicking the check box, you confirm that, to the extent permitted by law, you are authorized to enter this Referral Agreement and to be bound by these Terms regarding your relevant jurisdiction. If you are not a registered user, but access or use PBET services, mobile applications, electronic platforms, the website located at [pbet.io] or any other associated website, then you indicate that you agree to these Terms.
1.5. Your Appointment shall commence by clicking on the check box and after obtaining PBET’s approval and complete by December 15th as expected IEO finish date or as otherwise mutually agreed to by either party (the “Term”).
2.1. You shall have the non-exclusive right to market and promote PBET’s utility tokens (the “Pbet tokens”) to prospective contributors (the “Referees”).
2.2. You will provide requested information to PBET including your wallet address and will keep all information accurate and up-to-date. You consent to PBET using the contact information you provide, including your email address, to contact you from time to time.
2.3. PBET will provide one or more unique codes to you (the “Referral Code”) which you may provide to your Referees in the form of an internet link, an alphanumeric identifier, or other formats determined by PBET.
2.4. Referees who contribute to Pbet tokens through your reference will get a five percent (5%) bonus on the total amount of Pbet tokens acquired.
2.5. You will maintain the confidentiality and security of your Referral Codes and will notify PBET immediately of any unauthorized access to your credentials, Referral Code, or any other actual or potential breach of security involving the Referral Program or this Agreement.
- Duties and responsibilities
3.1 You have no authority (and shall not hold yourself out as having authority) to bind PBET, unless we have specifically permitted this in writing in advance.
3.2 You will not represent yourself as an agent or employee of PBET, nor make any promises, warranties, or agreements on behalf of PBET.
3.3. You will not send, cause, or contribute in any manner to any unsolicited bulk communications (including spam e-mail, text messages, or phone calls) in connection with PBET, or this Agreement.
3.4. You will not misrepresent the features, capabilities, performance, specifications, or other data about PBET’s project.
3.5. If PBET in its sole discretion finds your marketing materials or your presentation of PBET or PBET project unsuitable, you will withdraw such materials and presentation.
3.6. You will not violate any applicable law or regulation.
3.7 You must not have already (previously) signed up in any other referral program by PBET and you will not apply for any other future referral programs by PBET.
4.1. This Agreement contemplates an introduction only. You will receive a five percent (5%) commission in Ethereum based on the amount of every contribution made to Pbet tokens by the Referees using the Referral Code provided by PBET no later than 2 weeks after the contribution is made at the wallet address you will be responsible to provide.
4.2. Your Referees must not have already (previously) contributed to Pbet tokens and they must not have already (previously) contributed to Pbet tokens using another Referrer’s Referral Codes.
- Other activities
You may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place you in a conflict of interest with PBET. However, you may not be involved in any capacity with a business which does or could DIRECTLY compete with the business of PBET without the prior written consent of the Pbet.
- Confidential information
6.1 You shall not use or disclose to any person either during or at any time after your engagement by PBET any confidential information about the business or affairs of PBET or any of its business contacts, or about any other confidential matters which may come to your knowledge in the course of being a Referrer of PBET pursuant to this Agreement. For the purposes of this paragraph 6, confidential information means any information or matter which is not in the public domain and which relates to the affairs of Pbet or any of its business contacts.
6.2 The restriction in paragraph 6.1 does not apply to:
(a) any use or disclosure authorized by PBET or as required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than
through your unauthorized disclosure.
- Data protection
7.1 You consent to PBET holding and processing data relating to you for legal, personnel, administrative and management purposes and in particular to the processing of any “personal data” as defined in the General Data Protection Regulation 2016/679 relating to you as appropriate.
7.2 You consent to PBET making such information available to other companies in its group, those who provide products or services to PBET, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of PBET or any part of its business.
7.3 You consent to the transfer of such information to PBET’s business contacts outside the European Economic Area in order to further its business interests.
- Intellectual property
8.1 You hereby assign to PBET with full title guarantee all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from being a Referrer of PBET pursuant to this Agreement. You agree to promptly execute all documents and do all acts as may, in the opinion of PBET, be necessary to give effect to this paragraph 8.
8.2 To the extent that you own or control (presently or in the future) any intellectual property rights that block or interfere with the rights assigned to PBET under this Agreement (“Related Rights”), you hereby grant or will cause to be granted to PBET a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to, without limitation, use, sell, import, copy and display any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable PBET to exercise all of the rights assigned to PBET under this Agreement.
8.3 You hereby irrevocably waive all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which you have or will have in any existing or future works.
PBET may at any time terminate your Appointment with immediate effect with no liability to make any further payment to you (other than in respect of the agreed remuneration contained in paragraph 4) only if:
(a) a majority of the members of the board of directors of PBET deem it advisable that your appointment be terminated;
(b) you are in material breach of any of your obligations under this Agreement; or
(c) other than as a result of illness or accident, after notice in writing, you willfully neglect to provide or fail to remedy any default pursuant to this Agreement.
- Obligations on termination
Any of PBET property in your possession and any original or copy documents obtained by you in the course of being a Referrer shall be returned to PBET at any time on request and in any event on or before the termination of your Appointment. You also undertake to irretrievably delete any information relating to the business of PBET stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in your possession or under your control outside the premises of PBET.
10.1. You will be an independent contractor and nothing in this Referral Agreement shall render you an employee, worker, agent or partner of PBET and you shall not hold yourself out as such. You will defend, indemnify and hold harmless PBET and its officers, directors, employees and agents from any claims, costs, loss, liabilities, or expenses (including reasonable attorney’s fees) resulting from, relating to, or arising out of: any unauthorized statements or representations you make to any contributor.
10.2 You shall be fully responsible for and indemnify PBET against any liability, assessment or claim for:
(a) taxation whatsoever arising from or made in connection with the performance of your obligations pursuant to this Agreement, where such recovery is not prohibited by law; and
(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against PBET arising out of or in connection to your appointment as a Referrer pursuant to this Agreement, except where such claim is as a result of any act or omission of PBET.
11.1 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
11.2 Variation. This Agreement may only be varied by a document signed by both you and PBET.
11.3 Third party rights. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than you and PBET shall have any rights under it.
11.5 Governing law. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
11.6 Assignment. This Agreement is personal to Referrer and any assignment made by Referrer of any rights or obligations hereunder shall be null and void. PBET shall have the unrestricted right to assign this Agreement, or any rights and obligations hereunder, with or without consent or notice to Referrer.
11.7 Jurisdiction & Disputes. You and PBET agree to seek an amicable settlement prior to bringing any legal action. All disputes arising from or under the Agreement are ruled by the Terms & Conditions accepted by you during the crowd sale and shall be resolved by arbitration in accordance with the Republic of Cyprus Rules of International Arbitration in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration panel shall consist of one arbitrator only. The seat of the arbitration shall be in the Republic of Cyprus unless otherwise informed by the PBET prior the start of it. The arbitral proceedings shall be conducted in English.
- Commencement and duration