These Affiliate program Terms of Service were last updated on the 8th of April 2022.
These Affiliate program Terms of Service constitute an integral part of SimpleSwap’s Terms of Service.
SimpleSwap (www.simpleswap.io, as well as associated application program interface or mobile applications and technology platform integrated therein, hereafter “Platform”) is a platform for exchange of crypto assets owned by SimpleSwap Ltd. (The correspondent address of the Company shall be at the offices of с/о Hermes Corporate Services Ltd., Fifth Floor, Zephyr House, 122 Mary Street, George Town, P.O. Box 31493, Grand Cayman KY1 1206, Cayman Islands)
These Affiliate Program Terms of Service (“Terms”) constitutes a binding agreement between you as the Affiliate (“Affiliate”, “you”, “your”) and SimpleSwap (“We”, “us”, and “our”), collectively referred to as the Parties and individually as a Party in relation to SimpleSwap Affiliate Program (“Affiliate Program”, “Program”).
Your continued participation in the Affiliate Program is subject to these Terms. By participating in the Affiliate Program, and further earning as an Affiliate, you expressly warrant and represent that you have accepted these Terms, and confirm your obligation to abide by these Terms and any amendments to them, as well as any additional terms, conditions and guidelines displayed on the Platform or communicated to you otherwise, relating to the Program, that may apply from time to time. If you do not agree to these Terms, you are required to immediately stop to participate in, use, or access the Affiliate Program.
We reserve the right to amend and modify these Terms from time to time, at our sole discretion. We will display a notification about changes and modifications to these Terms in your Account in SimpleSwap. Any changes are effective since the moment of publication. Your continued participation in the Program following such modifications will constitute an acknowledgement of the modified Terms to abide and be bound by the modified by the newly amended Terms. You can find the date of last amendment to these Terms in the “Last updated” section of these Terms.
For the purposes of these Terms:
“Affiliate”, “you”, “your”, “yours” refer to the individual or entity submitting the application and participating in the Program, offered on the Platform in accordance with these Terms.
“Affiliate Account” and “Account” mean the account held in the name of Affiliate with SimpleSwap.
“Affiliate Website” shall refer to the Affiliate's platform, website or publishing location, which displays SimpleSwap Services and/or Tools and/or promotions.
“Services” refer to the SimpleSwap services offered on the Platform for exchange or crypto assets, which will be promoted by the Affiliate in accordance with these Terms and the material provided to the Affiliate by us.
“Tools” shall refer to referral links, API, widgets and buttons offered by SimpleSwap and that can be integrated into the Affiliate Website and enable Referrals to use the Services.
“Commission” means the fee payable by SimpleSwap to the Affiliate based on Qualified Transactions made by a Referral.
“Qualified Transaction” means a completed purchase of Services by a Referral referred to SimpleSwap via Tools.
“Referral” means each new customer referred by the Affiliate for the purchase of SimpleSwap’s Services through the Tools. A customer who is a resident or a national of – or who applied from – any of the Restricted Locations or who we reject or refuse to provide with our Services, will not be deemed a Referral under these Terms and no such Referral’s transaction will qualify the Affiliate to any Commission.
“Restricted Location” means restricted location, as defined in the “Eligibility and prohibition of using the Services” section of SimpleSwap’s Terms of Service.
“Related Persons” means:
with respect to a natural person or individual: each other member of such individual’s Family);
any employee, agent, contractor, representative (including his/her Family) of such individual or such individual’s Family;
any person that is directly or indirectly controlled by, acting in concert, colluding with, under the influence, control, direction and/or advice of such individual or one or more members of such individual’s Family.
“Family” means any relative of a person including but not limited to their spouse, partner, parent, child or sibling.
“Associate” means a director, contractor, partner, agent, shareholder, or employee of a person or other entity.
Unless otherwise explicitly stated by these Terms, all definitions herein shall be understood, as they appear in SimpleSwap’s Terms of Service available at: https://simpleswap.io/terms-of-service.
Affiliate Program allows you to provide advertising for SimpleSwap via Affiliate Website, by driving traffic to the Platform by using the Tools integrated into Affiliate Website, whereby you may earn a portion of the revenue generated (“Commission”) if a Referral, that is not you or your Related Persons or Associates, performs a Qualified Transaction after being referred to the the Platform.
To enroll into the Program, the Affiliate must register an Account on the Platform, fill out the Affiliate application form and choose the offered Tools, setting up of which on the Affiliate’s Website will allow you to lead Referrals to the Services.
In the process of registration SimpleSwap will evaluate your enrolment and may reject it if in our discretion, you are unsuitable for the Program. If we reject your enrolment, you may not re-apply to the Program at any time.
By participating in the Program, you (the Affiliate) warrant and represent that:
You have read and understood all the provisions of these Terms;
All information that you submitted to us, when applying and verifying for the Program, is truthful, accurate, and up-to-date. You warrant and represent that you will maintain the accuracy of such information at all times;
You have full legal capacity to enter into legally binding relations under these Terms;
Using the Services and participating in the Program under these Terms does not and will not conflict with any applicable legislation, provisions, regulations, licenses or permits applicable to the Affiliate;
Using the Platform and participating in the Program does not and will not constitute any violation and/or non-fulfilment of any agreement or other instrument(s) to which You are a party to or the effect of which extends to the Affiliate.
During your participation in the Program, you undertake to provide SimpleSwap, constantly and in a timely manner, with data (including personal data) regarding all visitors of Affiliate Website, as stipulated by SimpleSwap during registration and/or verification (including in IP addresses of respective users). You also undertake to collect data on the IP addresses of the users that perform exchange transactions and to provide such data to SimpleSwap, constantly and in a timely manner when SimpleSwap reasonably requires it or when it is required by applicable law, regulation, regulatory authority or legal process. When providing us with above data, you warrant and represent that such data is truthful, accurate, and up to date.
The rights granted to the Affiliate hereunder by SimpleSwap are not exclusive in any manner, and nothing herein shall limit, prevent or preclude SimpleSwap from entering into other affiliate agreements or other agreements with other third parties and/or from granting rights to any other third party. Nothing herein shall prevent SimpleSwap from promoting and/or marketing our Services.
SimpleSwap reserves the right to take legal actions against the Affiliate in the event the Affiliate shall attempt to manipulate SimpleSwap and/or abuse Affiliate Program. Without limitation of the foregoing, we reserve the right to withhold, set-off and/or deduct from any Commission due to Affiliate hereunder in the event of such manipulation and/or abuse and may also terminate this agreement with immediate effect.
During your participation in the Program, You may integrate paid advertisement on Your web resources subject to the following conditions:
our written approval has been obtained by You at least 7 (seven) days prior integration of paid advertisement on Your web resources;
our written approval has been obtained by You towards key words to be used for paid advertisement which will lead users to Your web resources (there are restrictions on branded key words use, such as «simple swap» etc., which please note);
You have provided us with access to Your Google Ads account with the at least right to observe the data.
Affiliate may change the commission applied by the Affiliate for its end-users for exchange transactions. Affiliate shall bear full responsibility towards the commission applied by the Affiliate for its end-users and shall be fully liable for the transactions undertaken with such imposed commission. The maximum percent of the Affiliate profit generated with the applied commission shall be limited to 2%. The Affiliate may change its commission for its end-users once in 24 continuous hours.
3. Affiliate Restrictions
You acknowledge and agree that you shall NOT:
Use the referral links to exchange assets by yourself;
Use <a href="https://simpleswap.io" target="_blank" rel="noopener noreferrer">www.simpleswap.io</a> as a display URL;
Use in paid advertisements keywords that mention SimpleSwap and <a href="https://simpleswap.io" target="_blank" rel="noopener noreferrer">www.simpleswap.io</a> without our prior written consent;
Advertise or promote SimpleSwap’s Services in Restricted Locations
Bid on terms in any search engine that mention SimpleSwap and <a href="https://simpleswap.io" target="_blank" rel="noopener noreferrer">www.simpleswap.io</a> or any of its derivatives and misspellings;
Engage in activities that SimpleSwap determines, in its sole discretion, to be harmful to its customers, employees, operations, or reputation;
Open more than one Affiliate Account without our prior written consent;
Engage in sending unsolicited commercial email (“spam”) or indiscriminate advertising;
Design or use your platform, website or publishing location to market Services or Platform to any person whose enrollment with or use of the Services would violate these Terms;
Make or give any promises, representations, warranties or guarantees, and financial adviсes,whether expressed or implied on behalf of SimpleSwap;
In any way copy or resemble the look and feel of the Platform (including website <a href="https://simpleswap.io" target="_blank" rel="noopener noreferrer">www.simpleswap.io</a>) or Platform’s content;
Register domain name using SimpleSwap 's intellectual property (including, without limitation, trademarks and registered marks);
Create a copy of the Platform or any part of it in any form;
Make any claims, statements or representations (including statements and/or information on your platform, website or publishing location) concerning SimpleSwap and its Services that are false, misleading or inconsistent with the information and documentation published by SimpleSwap;
Use SimpleSwap 's intellectual property (including, without limitation, trademarks, registered marks and domain name(s)) for advertising and promotional purposes on advertising platforms and services for placing contextual advertisements without our prior written consent;
Participate in illegal activities and services;
Violate any applicable law such as data transfer, data privacy, data security law(s) or any other laws (including, but not limited to, securities laws), including by way of offering or promoting SimpleSwap’s Services in Restricted location, publishing or causing to be published any material that may be construed as an offer, solicitation, or recommendation to buy or sell securities or other investment products, or as investment, legal, financial or accounting advice;
Refer to Services any Referral that engages in any obscene, pornographic, defamatory, libelous, infringing, abusive, or illegal activity, or any activity that promotes hatred or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities.
You also acknowledge and agree that your platform, website or publishing location shall not:
Advocate, promote, or encourage violence or discrimination against any person, organisation, or governmental entity
Contain links to websites containing any of the aforementioned content;
Make referencing to the Service that is not in good faith (including, but not limited to using of any device, program, robot iframes, or hidden frames, cookie stuffing techniques that set the tracking cookie without the user actually clicking on the referral link, etc.); or
State or imply that any of the information, content or data contained in your platform, website or publishing location represents or reflects any views, advice or opinions of SimpleSwap.
If you use social media or other forms of public networks to refer Referrals to the Service or engage in marketing and promotional activities for the Program:
You agree to only engage in advertising, marketing and promotional activities which do not violate any applicable law;
You must not promote the Program or the Services on platforms, websites or publishing locations that contain illegal or inappropriate images or content;
You must not direct your activities to individuals who are under 18 years of age;
Your activity should not be defamatory to individuals and/or entities.
You are solely responsible for the costs of any marketing and promotional activities to generate referrals to the Services.
You must not create, publish, distribute, or permit any written material that makes reference to SimpleSwap without first submitting such material to SimpleSwap and receiving prior written consent from SimpleSwap, which will not be unreasonably withheld.
You must cooperate fully with SimpleSwap in utilising and maintaining links and other Tools as supplied by SimpleSwap.
You acknowledge and agree that SimpleSwap may terminate this agreement if you, your platform, website or publishing location violates, as determined by SimpleSwap in its sole discretion, any of restrictions of this Section 3. We also reserve the right to seek recovery of any or all Commission(s) paid or payable to you, your Related Persons and/or Affiliates and you hereby agree to such liability and repayment of such Commission(s) if you, your platform, website, or publishing location violates, as determined by SimpleSwap in its sole discretion, any of the restrictions of this Section 3.
After being referred to the Platform by a Tool integrated into your Affiliate Website, Referrals have thirty (30) days to complete their registration in order for your accounts to be linked. Should the Referral be referred to the Platform by a Tool integrated into another platform, website or publishing location, that is not controlled by you and/or your Related Persons or Affiliates, or return to the Platform via source-coded advertising link during the initial thirty (30) days, your referral will be overwritten and you will not receive Commission(s) for that Referrals’s account once the Referral completes the registration.
You are not eligible for a Commission on trades made by you and/or your Related Persons or Affiliates, as well as made from several accounts owned by the same person. If you open more than one Affiliate Account without SimpleSwap’s prior permission or try to earn Commission on transactions for your own Account or you Relative’s or Associate’s account, SimpleSwap has the right to suspend or cancel all your, your Relatives’ and/or Associates’ current, pending or future transactions and may suspend, block or terminate the accounts at issue.
SimpleSwap’s employees (or their Related Persons) are not allowed to participate in the Affiliate Program.
You are not eligible for any Commission derived from any persons referred to the Platform relying on any materials, videos, content, deliverables, work product owned by or licensed to SimpleSwap (such as its research, blog or social media materials) that were not provided to you in accordance with provisions of these Terms and are linked, published, used, exploited or posted on your Affiliate Website.
You cease to be eligible for any Commission deriving from an account of a Referral that was referred by the Affiliate (you), if such Referral activates SimpleSwap Loyalty Program, since the moment of activation of such Loyalty Program by the aforementioned Referral.
If a registered Referral, referred by the Affiliate is being investigated in relation to his/her/its conduct in the Services, SimpleSwap will withhold Commissions generated from that Referral until the investigation is completed.
If a Referral, referred by the Affiliate, is banned from having an account with SimpleSwap for breach of these Terms, SimpleSwap’s Terms of Service or SimpleSwap’s guidelines or for any other reason determined by SimpleSwap, we will not pay you the Commission generated from a banned Referral. If SimpleSwap has paid you in respect of a banned Referral, SimpleSwap may deduct or set-off the amounts paid against your current or future Commission(s) and, if requested by SimpleSwap, you must repay any shortfall owed to SimpleSwap within 15 days of receiving notice from us in writing.
The Affiliate shall be entitled to a Commission equal to 0,4% (“Commission rate”) of the amounts of Qualified Transactions, that are not cancelled or refunded, performed by the Referral, calculated and paid in BTC. Commission rate is fixed and does not increase based on the amount of the Referrals referred to the Platform and/or turnover on accounts of Referrals.
Amounts due as Commission shall be transferred to the Affiliate free and clear of and without deduction for or on account of any present or future taxes, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority, except to the extent required by law. Said taxes, duties, charges, fees and/or withholdings of any nature shall be included in the Commission without any Commission’s amount increase.
In order to make the withdrawals, the Affiliate must pass verification process, which should be accepted and approved by SimpleSwap. In order to complete procedure of verification, the Affiliate may be required to provide certain identification information and documents, in accordance with requirements of applicable law, and accomplish verification procedure, as provided by SimpleSwap. The Affiliate hereby consents to provision of such information and documents, as may be reasonably requested by SimpleSwap.
Withdrawals are paid in BTC only. Minimum commission subject to payment is 0,008 BTC.
The Commission is paid upon Affiliate’s request. Payment of amounts due as Commission are made to the wallet in Affiliate Account within a 3-day period from Affiliate’s request for payment of Commission.
SimpleSwap will track all Commissions earned and may, at its sole discretion, decide not to pay any Commission to you if:
any referral by you has been made in violation of these Terms or our guidelines,
there is a breach of these Terms, SimpleSwap’s Terms of Service or SimpleSwap’s guidelines by Referral (including when such breach is due to fraud carried out by Referral).
Notwithstanding the provisions of this section, Affiliates are eligible for a Commission rate change on the following conditions:
Affiliate Commission rate shall never exceed 2% and be lower than 0%.
Affiliate Commission rate change may be performed once in every 24 hours only.
Commission rate will be determined at the moment of Qualified Transaction creation and will not change once Qualified Transaction is created.
You hereby declare and acknowledge that rates offered by you to your users (clients) are set and offered solely by you, and not by SimpleSwap.
You are solely responsible for your earnings with SimpleSwap. We may reject payment of your Commission earned and(or) limit withdrawal of your Commission earned any time at our own discretion without prior notification if we believe you have been involved with scam, fraud, mislead, provision of deliberately incorrect information, and(or) pretend to act on the name of the company.
It is your sole and absolute duty to follow precisely these Terms and SimpleSwap’s guidelines at all times. SimpleSwap is under no obligation whatsoever to pay any Commission to anyone who does not strictly follow these Terms and its guidelines, as modified from time to time
SimpleSwap and the Affiliate are independent contractors, and nothing contained herein shall be deemed to create a relationship of employment, partnership, agency, or joint venture between the Parties. The Affiliate shall have no power or authority to make any commitments, undertakings or agreements in the name of and/or on behalf of SimpleSwap, whether verbal or written.
As an Affiliate, we provide you with the Tools necessary to promote the Services, which you may integrate into Affiliate Website as you wish. The Tools (including links) will identify your Affiliate Website as a member of the Program and will establish a referral from your Affiliate Website to the Platform. You acknowledge and agree it is your sole responsibility to correctly integrate the Tools into your Affiliate Website (including, but not limited to indication of correct referral or affiliate ID in the promo materials you use on your Affiliate Website).
SimpleSwap will not be responsible for lost sales or lost opportunity to earn Commission due to any cause (such as technical difficulties or over-capacity including system overload or load shedding) preventing SimpleSwap from registering any account, accepting deposits, executing trades, closing positions, or providing any other Services to a Referral.
6. Intellectual Property Rights; Limited License
SimpleSwap owns and shall retain all right, title, and interest in and to the Services and any content and data generated through use of the Services, including all intellectual property rights therein. These Terms do not grant the Affiliate any rights to SimpleSwap’s or its affiliates' intellectual property.
SimpleSwap hereby grants the Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the links, the interface and any promotional material provided by SimpleSwap on Affiliate Website in accordance with the provisions of these Terms, and exclusively during the Term. Upon termination of Affiliate participation in the Program, the Affiliate shall cease making use of any content, data or information provided to the Affiliate by SimpleSwap.
It is hereby clarified that in no circumstances the Affiliate will be eligible to use sponsored ads using SimpleSwap’s Intellectual Property without receiving the SimpleSwap’s written consent in advance.
The provision of this Section 6 shall survive any termination of the business interaction between you and SimpleSwap under these Terms, regardless of the cause of Termination.
7. Limitations of Liability
Under no circumstances will SimpleSwap be liable for direct, indirect, incidental, punitive, special, or consequential damages, including, without limitation, lost profit or loss resulting from business interruption, for any reason whatsoever related to this agreement, your use or inability to use the Platform or the materials and content of the Platform.
This limitation applies regardless of whether the alleged liability is based on contract, tort, warranty, negligence, strict liability or any other basis, even if we have been advised of the possibility of such damages or such damages were reasonably foreseeable. Because certain jurisdictions do not permit the limitation or elimination of liability for consequential or incidental damages, our liability in such jurisdictions shall be limited to the greatest extent permitted by law. If any provision of this limitation of liability is found to be unenforceable, only such provision shall be removed and the remainder shall be enforced to the greatest extent permitted by law.
To the fullest extent permissible pursuant to applicable law, SimpleSwap disclaims all warranties express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, in relation to the Platform, the Program or the Service, its use and the results of such use.
SimpleSwap cannot guarantee or warrant that the performance of Services, Tools (including links to the Platform) or the interface will be uninterrupted. SimpleSwap shall not be liable for any error in the integration of the Tools into the Affiliate Website or for any malfunction of the links or the Tools.
During submission of trade order by Referral (including where trade order is submitted via Tools), Affiliate may enable Referral to provide Affiliate with address (“Refund Address”) to which SimpleSwap shall transfer assets in the event that Referral requests cancellation of his/her order.SimpleSwap hereby disclaims any liability in relation to transfers of assets to wrong Refund Addresses, where wrong Refund Addresses were provided to SimpleSwap by Affiliate. Affiliate hereby acknowledges and accepts, that Affiliate is solely responsible (including compensation of damages to Referrals) for provision of wrong Refund Addresses to SimpleSwap.
8. Suspension and Blocking of Affiliate Account
SimpleSwap reserves the right to suspend or block Affiliate Accounts.
Upon violation of these Terms, SimpleSwap’s Terms of Service or SimpleSwap’s guidelines for the first time, Affiliate Account would be suspended, resulting in blocking of referral link and API key until further clarification from Affiliate, providing enough evidence to prove lack of violation on Affiliate’s side or cure of the relevant breach by Affiliate.
Upon violation of these Terms, SimpleSwap’s Terms of Service or SimpleSwap’s guidelines for the second time, Affiliate Account is blocked, resulting in blocking of access to Affiliate Account.
9. Term and Termination
These Terms shall remain in effect for as long as You continue to participate in the Program, or maintain the Tools referring to the Services on your Affiliate Website (the “Term”). The Affiliate or SimpleSwap may terminate this agreement at any time, with or without cause, by giving the other party 48 hour’s notice of such termination. No Commissions shall accrue or be earned by you following the effective date of termination.
The Affiliate is only eligible to earn Commissions on Qualified Transactions occurring during the Term which are payable only if the related orders are not cancelled or refunded. SimpleSwap may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid and to confirm that all Qualified Transactions are finalized.
If SimpleSwap continues to permit activity (generation of Commission from Referrals’ transactional activity) after termination of your participatio in the Program, this does not constitute a continuation or renewal of this agreement or arrangements under the Program or a waiver of termination by SimpleSwap.
You acknowledge and agree that apart from measures of Section 8 of these Terms, SimpleSwap reserves the rights to terminate provision of service to you if you or your Affiliate Website violates, as determined by SimpleSwap in its sole discretion, any of the aforementioned restrictions or are in breach of these Terms. Upon termination of provision of service, your rights as set forth in these Terms will immediately terminate and you will immediately cease conducting all Affiliate Program activities. SimpleSwap also reserves the right to seek recovery of any or all Commission paid or payable to you and you hereby agree to such liability and repayment of such Commission.
We reserve the right to remove Abandoned Affiliate Accounts from our system. In this case, any accumulated Commissions will be forfeited. “Abandoned Affiliate Account” for the purposes of this provision means any Affiliate Account that has not been logged into for a period of three (3) years and/or has no transactions made during a period of three (3) years
You agree to defend, release, indemnify and hold harmless SimpleSwap, as well as SimpleSwap’s contractors, agents, employees, officers, directors, shareholders, and affiliates, from and against any and all losses, liabilities, claims, damages, costs and expenses (attorney’s fees and court costs), relating to or arising under these Terms, the service(s) provided by SimpleSwap, or your use of the service(s) provided by SimpleSwap and resulting from:
any breach, non-compliance, or non-performance by you of the representations, warranties or covenants pursuant to these Terms; or
infringement by you or by anyone else using such service(s) we provide to you of intellectual property or other proprietary right(s) of any individual or entity.
If any third party makes a claim, or notifies an intention to make a claim against SimpleSwap (“Claim”), which may reasonably be considered likely to give rise to a liability under this Section, you shall:
as soon as reasonably practicable, give a written notice of the Claim to SimpleSwap specifying the nature of the Claim in detail;
not make any admission of liability, agreement or compromise in relation to the Claim without our prior written consent (such consent not to be unreasonably conditioned, withheld or delayed).
The foregoing obligations in this Section will survive the termination of this agreement.
11. Confidentiality; Publicity
You agree to protect the confidentiality of any non-public information of a confidential or proprietary nature that you obtain in connection with the Program (“Confidential Information”), including, without limitation, data (including personal data) related to Referrals. You will not retain or use the Confidential Information except to the extent necessary for you to perform this agreement, and you will not disclose Confidential Information to any third party except to your accountants, attorneys or other agents on a confidential basis, or as required by law (for example, to comply with a subpoena), provided that prior to any disclosure required by law you give advance written notice to SimpleSwap and allow SimpleSwap to object and seek protective treatment or pursue other actions regarding such Confidential Information. The foregoing obligations in this Section 11 will survive the termination of this agreement.
No Publicity. You may not issue a press release or otherwise refer to SimpleSwap in any manner in connection with the Program or these Terms, without the prior written consent of SimpleSwap.
Final agreement. These Terms constitute the entire agreement between you and SimpleSwap in relation with, or connection to, the Program and supersedes all previous agreements or understandings between the parties in connection with the Program.
Section headings. The section headings appearing in these Terms are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labour strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over SimpleSwap, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section:
shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and
shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, SimpleSwap may immediately terminate this agreement.
Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed as a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
Waive that or any other right or remedy;
Prevent or restrict the further exercise of that or any other right or remedy.
Severability. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this section shall not affect the validity and enforceability of the rest of this Terms.
No Assignment. The Affiliate may not assign or otherwise transfer, in whole or in part, the rights or obligations under these Terms without the prior written consent signed by an official representative of SimpleSwap
The Terms will be governed by and construed in accordance with the laws of England and Wales. You agree that any action at law pursued by You and arising out of or relating to the Terms not subject to arbitration (as set forth below) will be filed only in the Court in the jurisdiction where Service Provider is respectively registered and You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such court over any suit, action or proceeding arising out of the Terms.
Arbitration. You and SimpleSwap agree to arbitrate any dispute arising from these Terms or relating to the Service, except that you and SimpleSwap are not required to arbitrate any dispute in which either party seeks other relief for the alleged unlawful use of copyright, trademarks, trade names, logos, trade secrets or patents. You and SimpleSwap agree that you will notify each other of any dispute within 30 days of when it arises, that you will attempt informal resolution prior to any demand for arbitration and that arbitration will be conducted confidentially by a single arbitrator. You and SimpleSwap also agree that the court in England and Wales, where SimpleSwap is located has exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. In any arbitration, the parties will not seek discovery from each other, and the arbitrator shall not allow parties to engage in discovery; rather, each party shall disclose the evidence supporting their positions at some mutually agreeable time and date prior to the final hearing. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Neither you nor SimpleSwap will participate in a class action or class-wide arbitration for any claims covered by these Terms. You also agree not to participate in claims brought in by a private attorney general or representative capacity, or consolidated claims involving another person, if any Party is a party to the proceeding. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then that language shall be deemed to have been dropped from these Terms and the remaining obligations relating to arbitration shall continue in full force and effect.