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BITMOBILE PTY LTD AFFILIATE PROGRAM TERMS AND CONDITIONS

EFFECTIVE DATE: July 18, 2025

IMPORTANT NOTICE: By applying to and participating in the BitMobile PTY Ltd. Affiliate Program (the “Program”), you (“Affiliate” or “You”) expressly acknowledge that you have read, understood, and agree to be legally bound by these comprehensive Terms and Conditions (the “Agreement”). This Agreement constitutes a legally binding contract between you and BitMobile  – BitMobile (Pty) Ltd, a company duly incorporated under the laws of the Republic of South Africa with its registered office at 1040 Somerset Links, 13 Niblick Way, Somerset West, Western Cape, 7110, South Africa] (“BitMobile,” “We,” “Us,” or “Our”). If you do not agree to these terms, you must not proceed with the application or participate in the Program.

  1. Definitions
  1. Program Enrollment and Acceptance

2.1. Application Process: To apply for the Program, You must accurately and truthfully complete the online application form provided on the official BitMobile website. The provision of false, incomplete, or misleading information will result in immediate rejection of the application or termination of the Agreement.

2.2. Acceptance Discretion: BitMobile expressly reserves the sole and absolute right, without providing any reason or explanation, to accept or reject any application for Program participation. BitMobile’s decision to accept or reject an application shall be final and binding, and no correspondence will be entered into regarding the basis for such decision.

2.3. No Employment or Agency Relationship: Acceptance into the Program explicitly does NOT establish any form of employment, agency, partnership, joint venture, franchise, or principal-agent relationship between the Affiliate and BitMobile. The Affiliate shall operate at all times as an independent contractor, solely responsible for its own business operations, expenses, and liabilities.

2.4. Legal Capacity: By applying, You represent and warrant that You are at least eighteen (18) years of age (or the age of majority in your specific jurisdiction within the Territory, whichever is higher) and that You possess the full legal capacity, power, and authority to enter into and be bound by this legally enforceable Agreement.

  1. Affiliate Obligations and Responsibilities

3.1. Lawful and Ethical Conduct: The Affiliate shall, at all times, conduct its activities in a lawful, ethical, and professional manner, upholding the highest standards of integrity and honesty. The Affiliate shall not engage in any conduct that could reasonably be expected to harm, disparage, or diminish the reputation, goodwill, or brand image of BitMobile or its Products and Services.

3.2. Compliance with Laws: The Affiliate covenants and warrants to strictly comply with all applicable national, regional, and local laws, regulations, directives, and industry guidelines within the entire Territory, including, but not limited to:

  1. Consumer Protection Laws: All consumer protection statutes, regulations, and codes of conduct (e.g., the Consumer Protection Act 68 of 2008 in South Africa, Federal Competition and Consumer Protection Act 2019 in Nigeria) ensuring fair and transparent dealings with consumers.
  2. Advertising and Marketing Standards: All laws and self-regulatory codes governing advertising, influencer marketing, and content standards (e.g., Advertising Regulatory Council of Nigeria (ARCON) regulations, Advertising Regulatory Board (ARB) Code of Advertising Practice in South Africa, Advertising Standards Board regulations in Kenya). The Affiliate is solely responsible for obtaining and understanding the specific requirements in each country where it promotes.
  3. Intellectual Property Laws: Laws protecting copyrights, trademarks, and other intellectual property rights.
  4. Data Protection and Privacy Laws: Strict adherence to all applicable data protection and privacy laws, including the Protection of Personal Information Act (POPIA) in South Africa, Nigeria Data Protection Regulation (NDPR), Kenya Data Protection Act, the AU Convention on Cyber Security and Personal Data Protection, and any other relevant national and regional data protection frameworks across the African continent. This specifically includes obtaining all necessary, explicit, and informed consents from data subjects where required, providing clear and comprehensive privacy notices, and implementing robust technical and organizational measures to safeguard Personal Information.
  5. Tax and Payment Regulations: Compliance with all local tax obligations (as detailed in Section 12) and any regulations pertaining to cross-border payments, foreign exchange controls, and mobile money services.
  6. Anti-Corruption and Anti-Money Laundering (AML) Laws: Strict compliance with all applicable anti-bribery, anti-corruption, and anti-money laundering laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and any relevant national anti-corruption laws within the Territory. The Affiliate shall not offer, promise, give, or authorize the giving of any undue financial or other advantage, directly or indirectly, to any public official or private person with the intention of inducing or rewarding improper performance.

3.3. Accurate and Truthful Representation: The Affiliate shall only represent BitMobile Products and Services accurately, truthfully, and without exaggeration. The Affiliate shall expressly refrain from making any false, misleading, deceptive, unsubstantiated, or fraudulent statements, claims, or guarantees regarding BitMobile, its products, services, features, benefits, performance, pricing, or any aspect of its business.

3.4. Proper Use of Affiliate Links/Referral Codes: The Affiliate shall exclusively use the unique Affiliate Links and/or Referral Codes provided by BitMobile for promotional activities. The Affiliate is solely responsible for ensuring the correct implementation, functionality, and tracking of these links/codes. BitMobile disclaims all liability for any unrecorded or missed commissions due to incorrect formatting, technical errors on the Affiliate’s side, or non-functional links/codes.

3.5. Prohibited Activities: The Affiliate shall NOT engage in, facilitate, or tolerate any of the following activities:

  1. Spamming: Sending unsolicited commercial emails (spam), bulk messages, or any other unauthorized electronic communications.
  2. Deceptive Practices: Engaging in “cookie stuffing,” adware, spyware, malware, forced redirects, clickjacking, or any similar deceptive or malicious practices.
  3. Trademark Bidding: Bidding on, purchasing, or registering keywords, search terms, domain names, or social media handles containing “BitMobile,” “Phēnix X,” or any variations, misspellings, or derivatives thereof (e.g., “Bit Mobile,” “Feniks X”) in any pay-per-click (PPC) campaigns, search engine marketing (SEM), app store optimization (ASO), or social media advertising, unless expressly authorized in writing by BitMobile.
  4. Fraudulent Activities: Any attempt to generate commissions through fraudulent means, including but not limited to creating fake customer accounts, making fraudulent purchases, self-referrals (referring oneself), inflating sales numbers, or manipulating tracking mechanisms.
  5. Harmful Content: Using any defamatory, abusive, libelous, obscene, sexually explicit, violent, discriminatory, hateful, illegal, or otherwise objectionable content that could reasonably be expected to damage BitMobile’s brand reputation or violate any applicable laws.
  6. Unauthorized Incentives: Directly or indirectly offering any rebates, discounts, vouchers, coupons, cash-back incentives, or other financial incentives to customers that are not expressly authorized in writing by BitMobile.
  7. Unauthorized Content Modification: Altering, modifying, or creating derivative works from BitMobile’s logos, creatives, banners, text, or any other marketing materials without prior explicit written consent from BitMobile.
  8. Misrepresentation of Relationship: Creating any impression, directly or indirectly, that the Affiliate is an employee, agent, partner, or direct representative of BitMobile, or that the Affiliate has the authority to make commitments or incur liabilities on behalf of BitMobile.
  9. Placement on Prohibited Sites: Promoting BitMobile Products and Services on websites, applications, or platforms that contain or promote adult content, illegal activities, gambling, hate speech, violence, or content that infringes upon the Intellectual Property Rights or privacy rights of others.

3.6. Disclosure of Affiliate Relationship: The Affiliate shall, in all promotional materials, communications, and platforms used to promote BitMobile, clearly, conspicuously, and unambiguously disclose its affiliate relationship with BitMobile. Such disclosure must be readily apparent to the average consumer, in a prominent position, and comply with all applicable advertising and consumer protection laws (e.g., “As a BitMobile Affiliate, I may earn a commission on qualifying purchases.”).

3.7. Monitoring and Cooperation: The Affiliate acknowledges and agrees that BitMobile may, at its sole discretion, monitor the Affiliate’s promotional activities for compliance with this Agreement and applicable laws. The Affiliate shall cooperate fully and immediately with any such monitoring requests, including providing access to relevant platforms or data, where legally permissible.

3.8. Maintenance of Promotional Channels: The Affiliate is solely responsible for the development, operation, and maintenance of its own website(s), social media channels, or other promotional methods, including all associated technical issues, content quality, and legal compliance.

  1. Commission Structure and Payment Terms

4.1. Commission Calculation: Commissions will be calculated based solely on Qualified Sales generated through the Affiliate’s unique Affiliate Link(s) or Referral Code(s), as accurately tracked and verified by BitMobile’s proprietary internal systems. The specific commission rates and the precise criteria for a Qualified Sale are exclusively detailed on the Affiliate Dashboard and are subject to adjustment by BitMobile from time to time, with prior written notice to the Affiliate.

4.2. Net Price Definition: The Net Price is strictly defined as the gross sale price of BitMobile Products and Services, excluding any applicable value-added taxes (VAT), sales taxes, digital services taxes (DST), promotional discounts, customer returns, full or partial refunds, shipping costs, payment processing fees incurred by BitMobile, Chargebacks, and any other deductions as solely and finally determined by BitMobile. For estimation purposes only, the net price in USD is generally calculated as the gross price in USD minus $120; however, this is explicitly an estimation only, subject to change without prior notice, and does not constitute any guarantee or warranty of commission value or amount.

4.3. Holding Period: A mandatory holding period of thirty (30) to ninety (90) days from the date of the Qualified Sale will apply to all commissions. This period is instituted to meticulously verify the legitimacy and validity of sales, and to fully account for potential customer returns, refunds, Chargebacks, or detection of any fraudulent or abusive activity. Commissions will only be deemed earned and payable after the expiration of this holding period, provided all Qualified Sale criteria remain satisfied.

4.4. Payment Terms: Commissions will be calculated on a [e.g., monthly, bi-weekly] basis, covering all Qualified Sales that have successfully completed the holding period within that period. Payments will be disbursed within thirty (30) to forty-five (45) days after the end of each calculation period.

4.5. Minimum Payout Threshold: Payouts will only be processed once the Affiliate’s accrued, earned, and undisputed commission balance meets or exceeds the minimum payout threshold of USD 5 (Five United States Dollars) or its equivalent in a local currency as determined by BitMobile. Balances below this threshold will automatically roll over to the subsequent calculation periods until the threshold is met.

4.6. Payment Methods: Payments will be disbursed via methods approved by BitMobile, which may include secure bank transfers, designated cryptocurrency (where legally and technically feasible), or widely recognized mobile money transfer services in specific African countries (e.g., M-Pesa in Kenya, MTN Mobile Money, Airtel Money). The Affiliate is solely and exclusively responsible for providing accurate, complete, and up-to-date payment information. BitMobile disclaims all liability for any delayed, misdirected, or failed payments resulting from incorrect, incomplete, or outdated information supplied by the Affiliate. Any fees associated with the chosen payment method (e.g., bank transfer fees, mobile money transaction fees) shall be borne by the Affiliate.

4.7. Commission on “Pay Over Time” Sales:

  1. For sales facilitated through any “Pay Over Time” (also known as installment payments, layaway, or financing) option offered by BitMobile or its authorized partners, affiliate commissions are calculated solely based on actual payments successfully received by BitMobile from the customer for the specific purchase.
  2. BitMobile explicitly reserves the right to withhold or delay commission payouts for “Pay Over Time” sales until the customer has completed a minimum of two (2) to three (3) installment payments, or such other minimum number of payments as BitMobile deems appropriate, in order to prudently mitigate the inherent risk of customer default or early cancellation.
  3. If a customer defaults on, cancels, or otherwise fails to complete their full payment obligations for a “Pay Over Time” sale, BitMobile reserves the absolute right to reduce, delay, or entirely cancel associated commission payouts to the Affiliate, proportionally or wholly, depending on the extent of the payment failure.
  4. BitMobile’s determination of commission eligibility, payout timing, and precise amounts in respect to “Pay Over Time” sales shall be final and non-negotiable. The Affiliate acknowledges and accepts that these sales carry a higher inherent risk of payment failure, and the commission structure for such sales reflects this risk.

4.8. Refunds, Returns, and Chargebacks: In the event of a customer return, a full or partial refund, or the initiation of a Chargeback for a Qualified Sale, any commissions previously paid to the Affiliate for that specific transaction will be immediately reversed or deducted from the Affiliate’s pending or future payout balances. If the Affiliate’s current balance is insufficient to cover such deductions, BitMobile reserves the unequivocal right to: (a) offset the outstanding amount against any future commissions earned by the Affiliate, or (b) issue an invoice to the Affiliate for the full outstanding amount, which shall be payable within fourteen (14) days of receipt. The Affiliate acknowledges that Chargebacks represent a significant financial risk to BitMobile, and this clause is fundamental to the financial integrity and viability of the Program.

  1. Referral Codes and Marketing Restrictions

5.1. Unique Identifiers: Affiliates will be provided with a unique Referral Code(s) or Affiliate Link(s) for tracking purposes. These identifiers are solely for the Affiliate’s use and must not be shared with other affiliates or used in any manner to circumvent tracking mechanisms.

5.2. Approved Marketing Materials: The Affiliate shall exclusively use marketing materials (e.g., banners, text links, creatives, product descriptions) that are explicitly provided or pre-approved in writing by BitMobile.

5.3. No Alteration of Branding: BitMobile’s Intellectual Property Rights, including but not limited to its trademarks, logos, and branding elements, shall not be altered, modified, distorted, or combined with any other elements without BitMobile’s express prior written consent.

5.4. Disclosure Requirement: Affiliates must, in a clear, conspicuous, and unambiguous manner, disclose their affiliate relationship with BitMobile in all promotional materials, advertisements, and communications, in full compliance with applicable transparency laws and advertising standards in their specific jurisdiction. This disclosure must be easily understood by the average consumer and should appear close to the Affiliate Link or promotional content.

5.5. Content Accuracy: All Content created by the Affiliate related to BitMobile Products and Services must be accurate, truthful, and free from misleading claims or omissions. The Affiliate is solely responsible for the legality, accuracy, and propriety of all Content generated by them.

  1. Compliance with Local Advertising and Marketing Laws

6.1. Affiliate’s Sole Responsibility: The Affiliate is solely and exclusively responsible for ensuring that all its marketing, advertising, and promotional practices, strategies, and Content strictly adhere to all applicable national, regional, and local advertising, influencer marketing, digital marketing, and content standards, laws, regulations, and self-regulatory codes within the specific country or countries in the Territory where the Affiliate operates or targets consumers. This includes, without limitation, compliance with:

  1. Nigeria: Regulations and guidelines promulgated by the Advertising Regulatory Council of Nigeria (ARCON), Consumer Protection Council (CPC), and other relevant authorities.
  2. South Africa: Codes of Advertising Practice and other guidelines issued by the Advertising Regulatory Board (ARB), provisions of the Electronic Communications and Transactions Act (ECTA), and the Consumer Protection Act (CPA).
  3. Kenya: Regulations and guidelines of the Advertising Standards Board (ASB), the Competition Authority of Kenya, and other relevant bodies.
  4. Other African Countries: Any equivalent or similar advertising, consumer protection, and digital marketing regulations in Ghana, Egypt, Rwanda, Tanzania, Uganda, Zambia, and any other country within the Territory where the Affiliate operates.

6.2. No BitMobile Liability: BitMobile disclaims all responsibility and liability for the Affiliate’s non-compliance with any such local advertising, marketing, or content laws. The Affiliate explicitly agrees to indemnify and hold BitMobile harmless against any and all Third-Party Claims, fines, penalties, legal actions, or damages arising from the Affiliate’s failure to comply with these obligations.

6.3. Review and Approval: While BitMobile may provide generic marketing materials, the Affiliate acknowledges that it is their responsibility to ensure these materials are compliant with specific local nuances or to create their own compliant materials. BitMobile’s optional review or approval of any Affiliate-created content does not absolve the Affiliate of its ultimate responsibility for compliance.

  1. Fraud, Abuse, and Audit Rights

7.1. Strict Prohibition of Fraud: BitMobile maintains a zero-tolerance policy for fraud, abuse, or manipulation within the Program. Any detection of such activities will result in severe consequences as outlined herein.

7.2. Audit Rights: BitMobile reserves the absolute right, without prior notice, to fully audit and investigate any Affiliate’s activities, sales data, traffic sources, and promotional methods to ensure compliance with this Agreement. The Affiliate shall cooperate fully with any such audit.

7.3. Consequences of Detection: If BitMobile, in its sole and absolute discretion, detects or suspects any fraud, abuse, manipulation, or violation of this Agreement, including but not limited to:

  1. Creating or attempting to create fake transactions or leads.
  2. Engaging in self-referrals (signing up as a customer through your own Affiliate Link).
  3. Using bots, scripts, or automated means to generate clicks or sales.
  4. Employing misleading or deceptive promotional tactics.
  5. Manipulating tracking mechanisms or cookies.
  6. Any other activity deemed fraudulent or abusive by BitMobile.

BitMobile reserves the right, without limiting its other remedies, to immediately: i. Withhold, delay, or cancel any and all pending or accrued commissions. ii. Forfeit all unpaid commissions, regardless of when they were generated. iii. Suspend or permanently terminate the Affiliate’s account and participation in the Program. iv. Seek recovery of any commissions already paid through fraudulent or abusive activities.

7.4. Evidence Retention: BitMobile may retain evidence of fraudulent or abusive activity for legal and compliance purposes.

  1. Refunds, Returns, and Chargebacks

8.1. Commission Reversal: If a Customer initiates a return of a product, receives a full or partial refund for a purchase, or successfully disputes a purchase (Chargeback), the Commission associated with that specific sale will be immediately and irrevocably reversed or deducted from the Affiliate’s pending or future commission payouts.

8.2. Negative Balance: In the event that an Affiliate’s commission balance becomes negative due to such reversals or deductions, BitMobile reserves the right to offset the negative balance against any future commissions earned by the Affiliate. If no future commissions are anticipated or the outstanding amount is substantial, BitMobile reserves the right to invoice the Affiliate for the negative balance, which shall be due and payable within fourteen (14) days of the invoice date.

8.3. No Commission for Unpaid Sales: Affiliates acknowledge that commissions are only earned on net sales actually completed and paid for by the customer and retained by BitMobile after all returns, refunds, and Chargebacks.

  1. Penalties for Breach of Terms

9.1. Material Breach: Any violation of these Terms & Conditions by the Affiliate, particularly but not limited to fraudulent activity, unethical marketing practices, misrepresentation, or a fundamental breach of legal obligations (e.g., data privacy, advertising laws), shall constitute a material breach of this Agreement.

9.2. Consequences: Upon determination by BitMobile, in its sole discretion, that a material breach has occurred, BitMobile reserves the right to take immediate and decisive action, including but not limited to:

  1. Immediate Termination: Immediate termination of the Affiliate’s account and participation in the Program, without prior notice.
  2. Forfeiture of Commissions: Immediate forfeiture of any and all unpaid commissions, regardless of when they were accrued.
  3. Recovery of Paid Commissions: Legal action to recover any commissions already paid to the Affiliate that were generated through activities constituting a breach of these Terms.
  4. Suspension of Payouts: Immediate suspension of all pending commission payouts.
  5. Legal Action: Initiation of legal proceedings to seek damages, injunctive relief, or any other remedies available under applicable law for losses incurred by BitMobile due to the Affiliate’s breach.

9.3. No Recourse: The Affiliate acknowledges and agrees that in the event of termination due to a breach of these Terms, they shall have no recourse against BitMobile for any lost commissions, potential earnings, or business opportunities.

  1. Termination and Suspension

10.1. Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party in accordance with this Section.

10.2. Termination by Either Party (Without Cause): Either Party may terminate this Agreement at any time, with or without cause, by providing Five (5) days’ prior written notice to the other Party. Notice must be sent to the contact information specified in Section 16 for BitMobile, and to the email address on file for the Affiliate.

10.3. Termination for Cause by BitMobile: BitMobile may terminate this Agreement immediately upon written notice to the Affiliate if the Affiliate:

  1. Breaches any material term of this Agreement, and such breach (if capable of remedy) is not remedied within seven (7) days of BitMobile’s written notice specifying the breach.
  2. Engages in any Prohibited Activity as defined in Section 3.5.
  3. Engages in any conduct that, in BitMobile’s sole and absolute discretion, damages or is likely to damage the reputation, goodwill, or brand integrity of BitMobile or its products, whether or not such conduct constitutes a breach of this Agreement.
  4. Becomes insolvent, bankrupt, or enters into any form of liquidation, administration, or receivership proceedings.
  5. Violates any applicable law, regulation, or third-party right.

10.4. Suspension: BitMobile reserves the right to suspend the Affiliate’s account and withhold commission payouts temporarily if an investigation into potential fraud, abuse, or breach of terms is pending.

10.5. Effect of Termination: Upon termination of this Agreement for any reason:

  1. All rights and licenses granted to the Affiliate under this Agreement shall immediately cease and revert to BitMobile.
  2. The Affiliate shall immediately cease all use of BitMobile’s Intellectual Property Rights, Affiliate Links/Referral Codes, and all promotional materials.
  3. The Affiliate shall promptly discontinue all promotion of BitMobile Products and Services.
  4. Any accrued and undisputed Commissions earned prior to the effective date of termination (and meeting the minimum payout threshold and holding period requirements) shall be paid to the Affiliate within sixty (60) days of the effective date of termination. Any Commissions earned through activities constituting a breach of this Agreement shall be forfeited.
  5. All provisions of this Agreement which by their nature are intended to survive termination, including but not limited to Sections 6 (Indemnification), 7 (Limitation of Liability), 8 (Confidentiality), 9 (Dispute Resolution), and 11 (Governing Law), shall remain in full force and effect.
  6. Data Privacy & Compliance with Data Protection Laws

11.1. Affiliate’s Independent Controller Status: The Affiliate acknowledges and agrees that, in relation to any Personal Information it collects, processes, or otherwise handles in connection with its participation in the Program, it acts as an independent data controller or equivalent legal entity under applicable data protection laws. BitMobile is not responsible for the Affiliate’s compliance with data protection laws in its own operations.

11.2. Strict Compliance: The Affiliate warrants and undertakes to strictly comply with all applicable data protection and privacy laws within the Territory, including, without limitation:

  1. South Africa’s Protection of Personal Information Act (POPIA): Compliance with the eight conditions for lawful processing of personal information, including obtaining valid consent where required.
  2. Nigeria’s Data Protection Regulation (NDPR): Adherence to the principles of data processing, including consent, legitimacy, and purpose limitation.
  3. Kenya’s Data Protection Act: Compliance with data protection principles, data subject rights, and requirements for cross-border data transfers.
  4. AU Convention on Cyber Security and Personal Data Protection (Malabo Convention) and other regional/national laws: Compliance with any other relevant data protection legislation in countries where the Affiliate operates.

11.3. Obligations for Personal Information Handling: The Affiliate shall, at all times, ensure proper and secure handling of any Personal Information it collects, accesses, or processes. This includes, but is not limited to:

  1. Lawful Basis: Obtaining all necessary, explicit, and informed consents from individuals for the collection, processing, and transfer of their Personal Information, where legally required.
  2. Transparency: Providing clear, concise, and accessible privacy notices to individuals explaining how their Personal Information will be collected, used, stored, and shared.
  3. Security Measures: Implementing appropriate technical and organizational security measures to protect Personal Information against unauthorized or unlawful processing, accidental loss, destruction, or damage.
  4. Data Subject Rights: Respecting and facilitating the exercise of data subject rights (e.g., right to access, rectification, erasure, objection) as mandated by applicable laws.
  5. No Unlawful Sharing: The Affiliate shall not share, sell, or otherwise disclose any Personal Information obtained through the Program to any third party, except as explicitly authorized by BitMobile in writing or as required by law.

11.4. Indemnification for Data Breach: The Affiliate shall indemnify and hold BitMobile harmless from and against any and all Third-Party Claims, fines, penalties, damages, liabilities, or costs (including legal fees) arising from the Affiliate’s failure to comply with its obligations under this Data Privacy and Compliance section, or from any data breach or security incident attributable to the Affiliate’s actions or inactions.

  1. Tax Obligations, Independent Contractor Status, and Regulatory Compliance

By participating in the BitMobile Tech Affiliate Program, affiliates expressly acknowledge and agree to the following:

12.1. Independent Contractor Status: Affiliates participate in the Program strictly as independent contractors and not as employees, agents, partners, joint ventures, or representatives of BitMobile. This Agreement does not create, nor should it be construed to create, any employer-employee relationship. The Affiliate has no authority to bind BitMobile to any obligation or agreement.

12.2. Sole Responsibility for Taxes: The Affiliate is solely and exclusively responsible for managing, reporting, declaring, and paying any and all applicable taxes, duties, levies, and other statutory obligations in their respective jurisdiction(s) arising from the commissions earned through the Program. This includes, without limitation:

  1. Personal Income Tax: All personal income tax obligations.
  2. Self-Employment Tax: Any equivalent self-employment or social security contributions.
  3. Value Added Tax (VAT) / Goods and Services Tax (GST): Determining if they are required to register for, charge, and remit VAT/GST on their services to BitMobile or customers, where applicable.
  4. Withholding Taxes: Any domestic withholding taxes that may apply to the receipt of commissions.
  5. Digital Services Tax (DST): Compliance with any digital services taxes or similar levies imposed on digital activities in their operating jurisdiction.

12.3. Withholding by BitMobile: Where explicitly required by the governing law of the Republic of South Africa or specific national laws within the Territory where the Affiliate is located, BitMobile may be legally obligated to withhold taxes (including withholding taxes or Digital Services Taxes) from commission payments. In such cases, BitMobile will provide the Affiliate with appropriate documentation for tax reporting purposes, where required by law.

12.4. Tax Reporting: Affiliates are obligated to accurately and completely report all income earned through the Program to the appropriate tax authorities in their jurisdiction(s) in a timely manner.

12.5. Foreign Exchange and Payment Restrictions: The Affiliate is solely responsible for understanding and complying with any and all foreign exchange controls, currency regulations, payment restrictions, cross-border remittance rules, or other financial regulations affecting the lawful receipt of commissions in their country of residence or operation. BitMobile disclaims all liability for the Affiliate’s failure to comply with such regulations.

12.6. Tax Advice Disclaimer: BitMobile does not provide tax, legal, or financial advice. The information in this Agreement regarding tax obligations is for general guidance only. Affiliates are strongly and expressly encouraged to consult qualified independent tax professionals, accountants, or legal counsel in their respective jurisdictions to fully understand their specific tax liabilities and compliance requirements related to participating in the Program.

12.7. Request for Tax Information: BitMobile reserves the absolute right to request any and all necessary tax documentation, tax identification numbers, or other relevant information from affiliates at any time to comply with its own legal and regulatory obligations. Failure to provide such requested information in a timely and accurate manner may result in the suspension or indefinite withholding of payout processing until compliance is achieved.

12.8. Release of Liability: The Affiliate hereby irrevocably releases, indemnifies, and holds BitMobile harmless from any and all liability, including but not limited to penalties, fines, assessments, interest charges, claims, demands, or any other legal or financial consequences arising from the Affiliate’s failure to comply with any applicable tax laws, financial regulations, or statutory obligations in their jurisdiction.

  1. Limitation of Liability and Indemnification

13.1. Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BITMOBILE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, ANTICIPATED SAVINGS, REVENUE, OR OTHER INTANGIBLE LOSSES (EVEN IF BITMOBILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM.

13.2. Cap on Liability: IN NO EVENT SHALL BITMOBILE’S TOTAL CUMULATIVE AGGREGATE LIABILITY TO THE AFFILIATE FOR ALL CLAIMS, LIABILITIES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, DELICT/TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT.

13.3. No Warranties: BITMOBILE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR WEBSITES, THE AFFILIATE DASHBOARD, OR THE AFFILIATE LINKS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPLETELY FREE FROM MALICIOUS CODE. WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, OR TECHNICAL MALFUNCTIONS.

13.4. Affiliate Indemnification: The Affiliate shall indemnify, defend, and hold harmless BitMobile, its directors, officers, employees, agents, affiliates, and assigns from and against any and all Third-Party Claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or related to:

  1. Any actual or alleged breach of any term, representation, or warranty of this Agreement by the Affiliate.
  2. Any negligent or willful act or omission of the Affiliate.
  3. Any misrepresentation, false advertising, deceptive practices, or unlawful Content created or disseminated by the Affiliate.
  4. Any violation of any applicable law, regulation, or third-party right (including, without limitation, privacy, intellectual property, or consumer protection rights) by the Affiliate.
  5. Any claim that the Affiliate’s activities or Content infringe the Intellectual Property Rights or other rights of any third party.
  6. Any claim arising from or related to the Affiliate’s failure to comply with its tax obligations as outlined in Section 12.
  7. Governing Law and Dispute Resolution

14.1. Governing Law: This Agreement shall be governed by and construed in accordance with the substantive laws of the Republic of South Africa, without regard to its conflict of laws principles. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

14.2. Amicable Resolution: The Parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, through good-faith negotiations between designated senior representatives within thirty (30) calendar days of a written request for negotiation by either Party.

14.3. Mediation: If the dispute cannot be resolved through negotiation, the Parties agree to attempt mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA) or a mutually agreed upon reputable mediation institution in a neutral jurisdiction (e.g., Mauritius, Rwanda, or another mutually acceptable African city) before resorting to binding arbitration.

14.4. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, that cannot be resolved through negotiation or mediation, shall be finally resolved by binding arbitration.

  1. The arbitration shall be conducted in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA) for commercial arbitration.
  2. The seat of the arbitration shall be Johannesburg, South Africa, unless the Parties mutually agree to an alternative neutral African city.
  3. The arbitration shall be conducted by a single arbitrator appointed in accordance with the rules of AFSA, unless the Parties agree on three (3) arbitrators for highly complex disputes.
  4. The language of the arbitration shall be English. e. The award rendered by the arbitrator(s) shall be final and binding upon the Parties and may be enforced in any court having jurisdiction thereof.

14.5. Injunctive Relief: Notwithstanding the foregoing, either Party may seek immediate injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened breach of this Agreement related to actual or alleged intellectual property infringement, unauthorized disclosure or misuse of confidential information, or any other urgent matter where monetary damages alone would be an insufficient remedy.

  1. Modifications to Terms

BitMobile reserves the sole and absolute right to modify, amend, or update these Terms and Conditions at any time. Notice of such changes will be provided to the Affiliate via electronic mail to the email address on file or through conspicuous posting on the Affiliate Dashboard. The Affiliate’s continued participation in the Program following the effective date of such notification shall constitute the Affiliate’s explicit acceptance of the modified Agreement. It is the Affiliate’s responsibility to regularly review these Terms for any changes.

  1. General Provisions

16.1. Entire Agreement: This Agreement, together with any referenced policies and the details on the Affiliate Dashboard, constitutes the entire agreement between the Parties with respect to your participation in the Program and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to the subject matter hereof.

16.2. Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver of any single breach shall not be deemed a waiver of any subsequent breach of the same or any other provision.

16.3. Severability: If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law, so as to effectuate the original intent of the Parties.

16.4. Assignment: The Affiliate may not assign or transfer any of its rights or obligations under this Agreement without the prior express written consent of BitMobile, which consent may be withheld at BitMobile’s sole discretion. BitMobile may assign this Agreement, in whole or in part, without the Affiliate’s consent.

16.5. Force Majeure: Neither Party shall be held liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) if such delay or failure is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil commotion, riots, embargoes, acts of civil or military authorities, widespread cyberattacks, fire, floods, epidemics, pandemics, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. 16.6. Notices: All notices or other communications required or permitted under this Agreement shall be in writing and delivered personally, sent by recognized international overnight courier (e.g., DHL, FedEx), or by electronic mail with read receipt confirmation to the respective addresses provided by each Party. Notices shall be deemed given upon actual receipt. 16.7. No Third-Party Beneficiaries: This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16.8. Headings: The headings and subheadings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

16.9. Interpretation: Words importing the singular shall include the plural and vice versa. Words importing a gender shall include any gender. The term “including” means “including without limitation.” 16.10. Language: This Agreement is drafted and shall be interpreted exclusively in the English language. Any translation provided is for convenience only, and in the event of any conflict or inconsistency, the English version shall prevail.

  1. Contact Information

For inquiries regarding these Terms and Conditions or the BitMobile Affiliate Program, please contact us at:

BitMobile Pty Ltd. 1040 Somerset Links, 13 Niblick Way Somerset West, Western Cape, 7110, South Africa Email: [email protected]

AFFILIATE ACKNOWLEDGMENT AND AGREEMENT:

BY CLICKING “I AGREE,” “ACCEPT,” OR OTHERWISE PROCEEDING WITH REGISTRATION FOR OR PARTICIPATING IN THE BITMOBILE TECH AFFILIATE PROGRAM, YOU HEREBY IRREVOCABLY CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND EXPRESSLY AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS COMPREHENSIVE AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE AT BITMOBILE’S SOLE DISCRETION, AND YOUR CONTINUED PARTICIPATION IN THE PROGRAM IMPLIES YOUR ACCEPTANCE OF ANY SUCH REVISIONS OR AMENDMENTS.

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