Enterprise Partner Agreement

These Enterprise Partner Agreement is effective as of October 17, 2018.

Trendlux OÜ, trading as “3Сommas” or “3commas.io”, manages online software as a service including website http(s)://3commas.io, mobile applications, application program interfaces, social media platforms, all together or each separately are referred to as the “Software”, and provides add-ons, built-in services and technical support. Trendlux OÜ is a limited liability company incorporated under the laws of the Republic of Estonia with registration code 14125515 and registered office at Narva Road 36, Tallinn 10152, Estonia. 3commas is also referred to as “we” (“us”, “our”),

and

Enterprise Partner also referred to as “you” (“your”).

IN ORDER TO CONCLUDE THIS AGREEMENT, YOU SHALL EMAIL TO 3COMMAS AT PARTNERS@3COMMAS.IO AND GET APPROVAL.

WHEREAS, Enterprise Partner and 3commas herein referred together as the Parties and individually as the Party, desire to foster a collaborative relationship to enhance revenue opportunities for each of the parties.

NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, the Parties hereto agree as follows:

1. DEFINITIONS

  1. “Enterprise Partner” shall mean a legal entity who (a) is approved by 3commas, and (b) have accepted this Agreement, and (c) have expressed the intention to cooperate with 3Сommas in one specific or in several selected ways:
    1. by attracting new end-users of the Software (Qualified Clients),
    2. by publishing its own Content(s),
    3. by attracting Enterprise Partner’s existing users to the Software by embedding the Software to its own program platform, service or application in whole or in part in any form (integration via application program interface, publishing as a white-label or co-branded solution etc.).
  2. “Content” shall mean all the content including but not limited to trading bot algorithms, signals, strategies or materials in a form of computer software, mobile application, program algorithm, manual and more, hosted on or integrated with the Software by Enterprise Partner under the terms of this Agreement.
  3. “Intellectual Property Rights” shall mean all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
  4. “Qualified Clients” shall mean persons who were referred by Enterprise Partner, had registered at the Software for the first time and had purchased paid subscription for the Software.
  5. “Partner’s Resources” shall mean one or more web services (including software, mobile application, websites etc.) owned or controlled by the Enterprise Partner. The Enterprise Partner represents and guarantees 3commas that it has sufficient right, ownership, interest, authority or permission, if applicable, to use Partners Resources in order to attract users who should become Qualified Users, including publishing the link to the Software with an authorized referral code received from 3commas.
  6. “3commas Revenue”, for purposes of this Agreement, shall be calculated in accordance with the following formula:
    3commas Revenue (Operating Profit) = Software Net Sales – Commercial Expenses.
    “Software Net Sales” means the worldwide revenues of 3commas and its affiliates regarding to the Software, generated by Qualified Users and received by 3commas.
    “Commercial Expenses” shall include the following, but not limited to:
    1. commission fees (deductions) paid to intermediary organizations;
    2. chargebacks / refunds / reversals of any nature, potentially unsecured and fraudulent transactions;
    3. advertising costs, and rewards to 3commas Clients within promotions and incentive campaigns;
    4. licensing and other fees for paid tools and services integrated to the Software;
    5. other expenses reasonably incurred by 3commas within execution of this Agreement.
  7. “Content’s Revenue”, for purposes of this Agreement, shall mean the amount of all payment transactions for the Content directly owned by you and currently published at the Software in full accordance with terms of this Agreement. All such payment transactions shall be completed by Clients and shall be received by 3commas, and shall be withheld with the following, but not limited to:
    1. commission fees (deductions) paid to intermediary organizations;
    2. chargebacks / refunds / reversals of any nature, potentially unsecured and fraudulent transactions;
    3. advertising costs, and rewards to 3commas Clients within promotions and incentive campaigns related to the Content;
    4. technical support expenses incured by 3commas when supporting Clients of the Software in relation to the Content;
    5. other expenses reasonably incurred by 3commas within execution of this Agreement.
  8. “Client” definition shall correspond to the “Client Terms of Use” conditions at https://3commas.io/tos (You are kindly asked to read it carefully).

2. SUBMISSION AND DISTRIBUTION OF CONTENT

  1. Enterprise Partner unconditionally appoints 3commas as Enterprise Partner’s non-exclusive agent authorized and entitled to: (a) publish, publicly display, publicly perform, and duplicate the Content for the purpose of marketing or demonstrating; (b) sell the Content at 3commas’ sole discretion and expense; (c) distribute the Content via the Software (d) accept payments for the Content on the Enterprise Partner's behalf.
  2. 3commas, in its sole discretion and at any time, may refuse to distribute or indefinitely suspend (in whole or in part) the distribution of any piece of Content for any reason.
  3. To distribute Content through the Software, you must register by creating an account on the Software including email address and by providing 3commas your business name, tax ID, address, support email addresses, and such other reasonable information as may be additionally requested.
  4. You are responsible for all Content that was uploaded to the Software using your account credentials. You agree that 3commas is authorized to review and accept uploaded Сontent through your account, as conclusive evidence that you desire to upload such Content pursuant and subject to the terms and conditions of this Agreement.
  5. Enterprise Partner must provide its Content for 3commas Clients exclusively through the Software in accordance with 3commas requirements and manuals and in a form suitable for electronic reproduction and distribution via the Software.
  6. 3commas reserves the right at any time without liability or prior notice to discontinue distribution of any of Content through some or all channels of distribution.
  7. Enterprise Partner is responsible for any customer service support of Content including but not limited to, providing qualified personnel to receive customer inquiries, ensuring the less possible first response and issue resolution time.
  8. Enterprise Partner grants 3Сommas a non-exclusive, worldwide, royalty-free right and license to use, in connection with the Content, its trademarks, trade names, service marks, logos or other identifying or distinctive marks.
  9. Privacy. Enterprise Partner shall be solely responsible for protecting the privacy and legal rights of end-users of the Content who also are 3commas Clients.
  10. Before submitting Content via the Software, Enterprise Partner shall test the Content to ensure it is, to a reasonable extent, free of defects and safety in matters of information security. Enterprise Partner shall be solely responsible for ensuring that its Content is safe, free of defects in design and operation, that it complies with applicable international laws, and that it does not infringe any third party's intellectual property rights. In case of defect occurs Enterprise Partner shall provide bug fixes or software patches as may be reasonably required to ensure proper operation of the Content as soon as possible.
  11. Enterprise Partner represents warrants and agrees that the Content has complied with applicable laws and regulations, including the laws of the territories from which any personal data is obtained. Enterprise Partner shall collect an applicable consents and approvals required for the processing and storage of personal data of each Qualified Client in a compliant way.

3. SOFTWARE DISTRIBUTION

  1. 3commas grants Enterprise Partners a non-exclusive, worldwide, royalty-free right and license to accommodate the Software or any its part on Partners Resources in recommended and approved ways.
  2. Enterprise Partner agrees and shall not to: (a) access or use the Software (or any portion thereof) in any way not expressly permitted under the terms of this Agreement; (b) sell, rent, lease, sublicense, assign or otherwise transfer Enterprise Partner’s rights, in whole or in part, to access and use the Software (or any portion thereof) to any third party; (c) modify, adapt, translate or create derivative works based on the Software; (d) remove or amend any copyright, trademark, or other intellectual proprietary rights related to or appearing in the Software, and reproduce the aforementioned; (e) use by itself, or allow any third party to use, any separate part or portion of the Software in an unauthorized way; (f) use or access the Software in compliant way in accordance with 3commas Client Terms of Use at https://3commas.io/tos; (g) use the Software (or any portion thereof) to create a product or service which is competitive with the Software or other offerings of Company.
  3. All the time during the term of this Agreement, 3commas is entitled to request auditing report and perform an inspection of using the Software from Enterprise Partner, upon reasonable prior written notice.

4. PAYMENT, FEES AND TAXES

  1. For each Qualified Client subscribing to the Software, 3commas shall pay to Enterprise Partner fifty percent (50%) of the 3commas Revenues of such subscription calculated on a daily basis.
  2. 3commas shall pay to Enterprise Partner fifty percent (50%) of Content’s Revenue calculated on a daily basis.
  3. If the ratio of returns (refunds, repayments, chargebacks or reversals) to the total amount of payments made by end-users for each part of the Content will exceed 1% in any month of validity of this Agreement, 3commas has the right to stop publishing the Content and freeze all the payouts to Enterprise Partner until all circumstances are cleared up.
  4. If the ratio of returns (refunds, repayments, chargebacks or reversals) to the total amount of payments made by Qualified Clients for purchasing paid subscription for the Software will exceed 1% in any month of validity of this Agreement, 3commas has the right to disable new Qualified Clients registration and freeze all the payouts to Enterprise Partner until all circumstances are cleared up.
  5. Enterprise Partner is solely responsible for any and all taxes related to distribution of Content through the Software including any value added tax, sales tax, or similar transactional taxes if applicable. The fee specified by Enterprise Partner for its Content must be inclusive of all taxes.
  6. 3commas shall have no obligation to effect payment in any month in which the total amount Enterprise Partner is owed is less than $1,000 USD. Amounts under $1,000 USD will be retained and accumulated with amounts accruing in subsequent months until 30 days after the end of the month in which the total amount payable comes to exceed $1,000 USD. Accumulated amounts shall not accrue any interest.
  7. 3commas shall perform payment to Enterprise Partner after receiving a consistent and duly executed commercial invoice with payment amounts agreed by the Parties, including Enterprise Partner's company details and bank account details.

5. COPYRIGHT

  1. Each Party retains all right, title and interest, including all intellectual property rights, in and to (a) its trademarks, Content and Software, and (b) any new inventions, developments or technology resulting from or in connection with the performance of such Party’s obligations hereunder. Except as expressly set forth in Section 2 and Section 3, each Party reserves all rights and grants the other Party no licenses of any kind hereunder.

6. TERM AND TERMINATION

  1. The entry into force of this Agreement is possible only after full acceptance of its terms and conditions by Enterprise Partner and after the official approval from 3commas.
  2. This Agreement shall be terminated, without prior notice, (i) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such Party’s debts, (ii) upon either Party’s making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business.
  3. Upon termination of this Agreement, Enterprise Partner will discontinue all further promotions of Software. Without limiting the generality of the foregoing, Enterprise Partner will cease all display, advertising, and using in any way of all 3commas trademarks and will not thereafter use, advertise, or display any such trademarks unless otherwise agreed by 3commas in writing.
  4. The provisions of Section 7 and Sections 8 of this Agreement shall survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the Parties shall cease upon termination of this Agreement.

7. WARRANTY

  1. Enterprise Partner represents, covenants, and warrants:
    1. It has the power to enter into and perform its obligations under this Agreement;
    2. The Partner’s Resources complies with all applicable laws and regulations and Enterprise Partner shall not do anything or omit to do anything which would or may constitute a breach of any laws or regulations applicable to Enterprise Partner or 3commas in any jurisdiction (including all applicable rules and regulations relating to financial and/or markets or exchanges, investment or brokerage services, marketing and advertising, privacy and data collection, and/or anti-bribery and anti-corruption);
    3. Enterprise Partner shall not engage in, procure, or encourage any third party to engage in, any activity or behavior which is illegal, is in bad faith, is not in the spirit of the terms of this Agreement.
  2. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS STATED IN ABOVE IN SECTION 2 AND SECTION 3 OF THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.
  3. Enterprise Partner shall indemnify 3commas and its officers, directors, employees, representatives, agents, successors, and permitted assigns, against all liabilities, costs, expenses, damages and losses, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the other party arising out of or in connection with any breach of the representations or warranties contained in the Agreement.
  4. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS SOFTWARE AND CONTENT.. IN NO EVENT WILL THE AGGREGATE LIABILITY OF 3COMMAS ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID TO ENTERPRISE PARTNER UNDER THIS AGREEMENT.

8. CONFIDENTIALITY

  1. You agree that all materials and all information disclosed by 3commas to you that relates to 3commas or the Software, including but not limited to: designs (including minor details), methodologies, techniques, discoveries, ideas, concepts, business information, business plans, business opportunities, finances, research, development, data, computer programs, source codes and documentation, data media, know-how, personnel and counterparties, third-party confidential information, and all other information which may be disclosed by 3commas, which is not generally available to the public, whether conveyed as communications or data in any form, shall be considered and referred to collectively as "Confidential Information". Confidential Information, however, does not include:
    1. information that 3commas makes generally available to the public;
    2. information that is independently developed by you without the use of any Confidential Information;
    3. information that you rightfully obtain from a third party who has been granted the right to transfer or disclose it by 3commas.
  2. You agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. You agree not to use Confidential Information otherwise for Your own or any third party's benefit without the prior written approval of 3commas in each instance.

9. GENERAL

  1. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
  2. Enterprise Partner shall not assign, delegate, or otherwise transfer its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of 3commas (to be granted or withheld in its reasonable discretion); except that 3commas may assign this Agreement freely in connection with a merger, acquisition, sale of substantially all of its assets or stock, financing, reorganization, or similar transaction. This Agreement will inure to the benefit of the Parties and their permitted successors and assigns.
  3. This Agreement constitutes the entire agreement between 3commas and Enterprise Partner with respect to the subject matter hereof, and merges all prior negotiations, drafts and of the Parties with regard thereto and also cancels the terms of the previously concluded agreements between the Parties, regarding the subject matter of this Agreement, including Referral Agreement if applicable. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement shall be effective unless in writing. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.
  4. This Agreement shall exclusively be governed by and construed in accordance with the laws of the Republic of Estonia. Unless regulating law compels differently, all disputes resulting from or arising in connection with these Terms shall be exclusively submitted to the competent court of Tallinn, Estonia, unless the dispute can be settled by negotiation.If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions shall continue in full force and effect.
  5. 3commas will not be liable for any delay or failure to fulfill its obligations hereunder that results from acts of God, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, failure or fluctuation in electrical power or other utility services or other cause beyond its control. This Agreement will not be construed to create a joint venture or partnership between the parties and neither will have the right, power, or authority at any time to act on behalf of, or impose any obligation on or to represent the other, except as expressly set forth herein.
  6. 3commas may impose additional requirements and conditions, modify the payment amounts, or otherwise modify this Agreement by posting an update on the Software at any time by its sole discretion.
  7. The Parties, at their discretion, may offer each other different terms of cooperation and use of the Content and Software. With consent of the Parties, the terms of such agreements and arrangements will take precedence over this Agreement.
  8. Any notice under this Agreement given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.