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Terms & Conditions for Affiliates

17 March 2023

Violating these terms can lead to the termination of the affiliate’s account and a permanent withholding of the affiliate’s balance.

Term

This Agreement will apply for as long as you participate in the Moralis Affiliate Program or until terminated (see clause 5 below).

Keywords and phrases

As a Moralis Money affiliate, you are FORBIDDEN to bid on phrases containing “moralis” and “moralis money” or any variation of these keywords. Violations to this rule can result in the immediate termination of your affiliate account and permanent hold on your account balance.

There are a few exceptions to this rule. The following keywords are exceptions on which you are allowed to bid with a direct match:

Moralis money review

Forbidden sites

You cannot place affiliate links on coupon sites (websites primarily listing coupon codes). Payouts will be suspended for any Moralis Money Affiliate account that has their link posted on a coupon site.

Commissions

You receive a 30% commission on all revenue from your unique affiliate links.

You require a minimum balance of $200 to request a payout.

Termination

Termination without cause

Either party may terminate this Agreement on thirty (30) days written notice to the other party. All commissions will be payable in full.

Termination for Cause

We may terminate this Agreement immediately and have all commissions forfeited if:

if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors,

if you breach the terms of this Agreement

if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers including clauses 2 and 3 above.

Assignment.

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent from Moralis. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

Entire Agreement.

This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. Our obligations are not contingent on the delivery of any future functionality or features of the Moralis Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Moralis Products.

Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Moralis customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Severability.

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Payouts

Payouts to affiliates are made on a rolling monthly basis. In the first seven days of every month, our team will calculate your earnings for the previous month, deduct any refunds, and email you your current balance and information about our invoicing standards.

When you have received your balance, you can invoice us, following the invoicing standards described in our email. If you don't send us a correctly issued invoice before the 14th day of the month, you won't receive a payout during the current month, but only in the first 14 days of the following month.

Payouts to affiliates are only done through wire transfers. We do not support payouts through Paypal or any other service.

You are responsible for payment of all taxes and fees (including bank fees) applicable on all payouts.

Relationship of the Parties.

We both agree that no joint venture, partnership, employment, or agency relationship agreement exists between you and us as a result of this Agreement.

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Moralis Products, our trademarks, or any other property or right of ours.

Non-Exclusivity

This Agreement does not create an exclusive agreement between the parties in this Agreement. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Sanctioned Jurisdictions

After you have signed up as an affiliate, our team will review your affiliate profile.

We reserve the right to terminate your affiliate profile if you are directly or indirectly attributable to or otherwise resident in a country on the red list. We may require additional KYC for affiliates directly or indirectly attributable to or otherwise resident in a country on the yellow list.

Red list:

Afghanistan

Belarus

Ukraine (parts occupied by Russia, e.g. Crimea, Luhansk and Donetsk)

Iran

Libya

North Korea

Russia

Syria

Venezuela

Yellow list:

Bosnia & Herzegovina

Burundi

Central African Republic

China

Democratic Republic of Congo

Egypt

Guinea

Guinea Bissau

Haiti

Iraq

Lebanon

Moldova

Montenegro

Myanmar

Nicaragua

Serbia

Somalia

South Sudan

Tunisia

Turkey

Ukraine

Yemen

Zimbabwe

United Arab Emirates

If you aren't sure about your jurisdiction, contact us at hello@moralis.io.

Remember that we can decline you as an affiliate when reviewing your affiliate profile.

Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party to this Agreement will use reasonable efforts to mitigate the effect of a force majeure event.

Limitation of Liability.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE SIX MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Applicable Law.

This Agreement shall be governed by the laws of Sweden, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the courts in Sweden under Swedish law.