1. General rules

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1.1 Тhe PUBLC Creator Referral Program (“PUBLC Creator Referral Program”) is organized by PUBLC Foundation Ltd., a company incorporated under the laws of England and Wales, registration number 12338504 (“PUBLC” or “Organizer”).
 

1.2 PUBLC Creator Referral Program aims to attract new Creators to the PUBLC platform to be referred to PUBLC by third parties (“Referrers”) and shall be organized by PUBLC.
 

1.3 The relations between Referrers and PUBLC, while Referrers and PUBLC are hereinafter separately referred to as “Party” and jointly - as “Parties”, in regard to Referrers' participation in the PUBLC Creator Referral Program shall be governed by the present PUBLC Creator Referral Program General Terms and Conditions (“Program Terms”), described below.
 

1.4 “Platform” means the Organizer’s website: publc.com.
 

1.6 “PUBLC Creator Page” means a Creator page on Platform of a website or channel.
 

1.7 “Referrer” means any third party who applied for registration with the PUBLC Creator Referral Program, further approved by PUBLC.
 

1.8 “Referred Creator” means an owner of a website or channel who has not previously opened a PUBLC Account and is invited by the Referrer by providing them with a unique referral code.

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2. Referral Mechanism
 

2.1 Following filling the application to the PUBLC Creator Referral Program, the PUBLC team will review the application and once the application is approved the Referrer will receive a confirmation email with a unique referral code (“Referrer Code”) designated for distinguishing the different Referrers in the PUBLC Creator Referral Program. 

 

2.2 Referrer reaches out to Referred Creators and introduces them to the Platform and sends them the Referrer Code.
 

2.3 Upon verification of the Referred Creator’s PUBLC Creator Page, the Referred Creator must enter the Referrer Code in the verification form. After successfully finalizing the verification process of the PUBLC Creator Page with the Referrer Code (“Referred Creator Verification”) the Referrer will start earning referral fees relative to the verified Referred Creator (“Verified Referred Creator”) earnings on the Platform.

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3. Referral Fees
 

3.1 The Referrer shall receive a consideration (“Referral Fee”) consisting of five percent (5%) of the amount of PUBLX tokens granted to each Verified Referred Creator during the first six (6) calendar months following the registration and completion of the Referred Creator Verification on the Platform by the respective Verified Referred Creator in accordance with all applicable Platform General Terms.
 

3.2 The Referral Fee shall be paid in PUBLX tokens. Referrer shall receive the consideration to Referrer’s crypto wallet as specified by the Referrer.
 

3.3 The Referral Fee will be calculated at the end of each month and transferred to the Referrer crypto wallet up to 15 days after the end of the respective month, provided that the Referral Fee accumulated exceeds $50. In the case the Referral Fee accumulated is below the value of $50 then the transfer of Referral Fee will be postponed and added to the Referral Fees of the following month until reaching $50 worth of PUBLX. Any outstanding Referral Fees will be transferred to the Referrer crypto wallet at the earliest of the end of the 6 month commission period or until the termination of this agreement.
 

3.4 Referrer will be requested to provide confirmation in writing of the crypto asset wallet address to which PUBLX tokens are to be sent. The Referrer acknowledges that any errors contained in this wallet address so provided in writing may result in the loss of some or all of the PUBLX, for which neither PUBLC nor any other party shall be liable.

 

3.5 The Referrer shall be subject to the tax regulation in its jurisdiction and shall be fully responsible for any filing/reporting and paying any tax due to the competent tax authority, as required by the applicable law. PUBLC shall not be required to compensate the Referrer for its tax obligations or advise it in relation to its tax issues.
 

3.6 Referrer acknowledges that he may be required to execute additional documents in compliance with the applicable tax laws, Know Your Customer, Anti Money Laundering and/or other applicable laws, as well as a power of attorney. Failing to provide requested documents by PUBLC could delay the transfer of Referral Fees.
 

3.7 The Referrer acknowledges the risk of Blockchain Tokens issued by projects in the development stage and is able to bear the economic risk of any consideration due under this Referral program being paid in PUBLX tokens (including loss of the entire Commission)
 

3.8 The Referrer acknowledges and accepts that the PUBLX tokens will be created and delivered to its wallet on an “as is” basis. The utility of the PUBLX tokens and the functionality of the Platform may be changed by PUBLC from time to time in its sole discretion.

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4. Representation and Warranties
 

4.1 The Referrer shall not have the authority to make any commitments or enter into any agreements or to incur any liabilities whatsoever on behalf of PUBLC, nor shall PUBLC be liable for any acts, omissions, contracts, commitments, promises, or representations made by the Referrer.
 

4.2 Neither Referrer nor its directors or employees shall make any representations or warranties relating to the PUBLC Platform, except to those disclosed in the Materials. The Referrer agrees that neither the Referrer nor any affiliates thereof will impose or collect a fee of any kind, including but not limited to any administrative fee, affiliate or referral fee or similar from any Referred Creator in relation to the PUBLC Creator Referral Program.
 

4.3 The Referrer represents and warrants that (i) it is not subject to any limitation or restriction that would prohibit, restrict or impede the performance of its obligations under these Terms, and (ii) it shall comply with all local, state and federal laws, rules and regulations, governing the performance of its obligations under these Terms.
 

4.4 The Referrer represents and warrants that neither the Referrer nor any of its affiliates or officers, directors, brokers or agents (i) has violated any anti-terrorism laws; (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering; (iii) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs; (iv) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other law; (v) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any person described in clauses (iii) or (iv) above; (vi) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any anti-terrorism law; or (vii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-terrorism law.

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5. Intellectual Property
 

5.1 The Referrer agrees and understands that PUBLC is the exclusive owner and retains all ownership, right, title, and interest in and to its trademarks, service marks, logos, patents, know-how, research, publications, agreements, trade and company names, etc. related to the design, implementation or operation of the PUBLC Creator Referral Program and/or integrated into the Materials.
 

5.2 Referrers are fully prohibited from bidding on PUBLC’s brand, trademarks, or products and services names in paid search. Each and every violation of this prohibition shall lead to immediate disqualification from the PUBLC Creator Referral Program.

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6. Term and Termination
 

6.1 The agreement between Referrer and PUBLC shall commence on the date of Referrer’s registration on the PUBLC Creator Referral Program and shall continue for an unlimited period until its termination.
 

6.2 In the event that the Referrer breaches any provision of the Program Terms, PUBLC may terminate the latter by notice to the Referrer having an immediate termination effect. In case the Referrer uses fraudulent methods or otherwise attempts to circumvent the Program Terms or PUBLC General Terms, PUBLC reserves the right to disqualify the Referrer’s referrals from a Referral Fee by notice to the Referrer having an immediate termination effect.
 

6.3 Each Party reserves the right to terminate the participation with PUBLC Creator Referral Program upon providing the other Party one (1)-day advance notice.

 

7. Indemnification
 

7.1 The Referrer agrees to indemnify and hold PUBLC harmless from and against any claims, losses, costs, damages, liabilities, penalties, fines or expenses (including court costs, costs of appeal and reasonable fees of attorneys and other professionals) arising out of: (i) any Referrer’s negligent act or omission or willful misconduct; (ii) any Referrer’s breach of its representations, warranties and obligations hereunder; and (iii) any act or omission of the Referrer in marketing or promoting the PUBLC Creator Referral Program, including without limitation, misrepresenting to potential end users the PUBLC Creator Referral Program or the Program Terms under which the latter is made available by PUBLC.
 

7.2 In no event shall PUBLC’s aggregate liability for any loss or damage arising in connection with the Program Terms exceed the total amount of the Referral Fee paid to the Referrer. The foregoing limitations of liability shall apply to the fullest extent permitted by the applicable law.
 

7.3 In no event shall either Party be liable to the other, for any type of incidental, special, exemplary, punitive, indirect or consequential damages, whether arising under theory of contract, tort, or otherwise, even if notified in advance of such possibility.

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8. Miscellaneous
 

8.1 The Referrer acknowledges and agrees that these Terms are non-exclusive and PUBLC may appoint other agents, consultants, contractors or other third parties to perform the same or similar activities.
 

8.2 These Terms do not create any joint venture, Referrership, agency, or employment relationship between the Parties. The Referrer and PUBLC are independent contractors with respect to one another under these Terms. Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other.
 

8.3 The Referrer acknowledges and agrees that PUBLC may change the Program Terms at any time and in its sole discretion, of which change the Referrer shall be duly notified by PUBLC. The Parties agree that no such change shall affect PUBLC’s obligation to pay the Referrer the consideration due for Referred Creators prior to the effective date of any change. The Referrer further acknowledges and agrees that the Referrer’s continued participation in the PUBLC Creator Referral Program following the effective date of any change shall be deemed Referrer’s acceptance of such a change, and shall be binding on the Referrer.

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9. Additional provisions
 

9.1 The Parties agree that all notices in relation to the Program Terms shall be delivered by e-mail.
 

9.2 The headings herein are inserted for the convenience of the Parties only and are not to be considered when interpreting the Program Terms.
 

9.3 In the event that any of the provisions of the Program Terms are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Program Terms or the Affiliate Agreement.
 

9.4 The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Program Terms by the other Party will not be construed as a waiver of any subsequent breach, default, delay, or omission of the same or other provisions.
 

9.5 The relations between the Parties shall be governed by these Terms and PUBLC General Terms, where applicable.
 

9.6 The Program Terms shall be governed exclusively by the laws of England and Wales.
 

9.7 Any dispute arising out of or in connection with the Program Terms, unless amicably settled between the Parties, shall be referred to the competent court in London, England. The Referrer agrees that any dispute resolution proceeding subject to the applicable law under the preceding sentence shall be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated or representative action or proceeding. No court or other dispute resolution authority can consolidate or join more than one claim and can otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded cannot affect other Referrers of PUBLC.