Hermetica Labs Affiliate Program Terms of Service
Last Updated: June 24, 2025

Overview

These Affiliate Program Terms of Service (“Terms”), along with Hermetica’s general Terms of Service and Privacy Policy (collectively, “Rules"), govern participation in the Hermetica Affiliate Program (the “Program”). The Terms are entered into between Hermetica Labs, Inc., a corporation registered in the Republic of Panama with the registration number 155736526 (hereinafter referred to as "Hermetica") and the person making use of Hermetica's Affiliate Program (hereinafter referred to as the "Affiliate"). By applying to or participating in the Program, the Affiliate agrees to be bound by these Rules.

1. DEFINITIONS AND INTERPRETATION

Affiliate means any natural person or legal entity that (i) submits an application to participate in the Hermetica Affiliate Program, (ii) is approved in writing or via the Affiliate Dashboard by Hermetica, and (iii) remains in good standing under the Rules.

Affiliate Link means the unique, trackable hyperlink generated by Hermetica and assigned to a specific Affiliate, which embeds identification parameters enabling Hermetica to attribute Referrals and calculate Commissions.

Commission means the percentage of Hermetica Revenue generated by Referrals, payable to the Affiliate under the schedule in Annex A (as amended from time to time).

Confidential Information means any information, observations, data, materials, records or documents (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business plans and forecasts, financial, personnel and counterparty information, trade secrets, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, costs, pricing, marketing plans and other confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential Information does not include information that: (i) is in the possession of the Affiliate at the time of disclosure, as shown by the Affiliate’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of the Affiliate.

Effective Date means the later of (a) the “Last Updated” date stated at the top of these Terms or, (b) the date on which the Affiliate first clicks “I agree,” checks the acceptance box, or otherwise continues to participate in the Program after Hermetica has provided notice of these Terms or any subsequent amendment.

Referral means A natural or legal person who: (i) is not already a Hermetica customer, (ii) uses the Affiliate’s unique tracking link or code to open an eligible account, and (iii) funds such account with assets that remain on the platform for at least 24 hours.

Referral Revenue means The gross platform fees, performance fees, or other charges actually collected by Hermetica in relation to assets held in a Referral’s account, net of rebates, chargebacks, reversals, tax, fraud, or promotional discounts.

Rules means collectively (i) these Terms, (ii) Hermetica’s general Terms of Service, Privacy Policy, brand‑usage guidelines, and any marketing or compliance specifications expressly referenced herein, and (iii) any additional Program policies, in each case as amended from time to time by Hermetica.

2. ENGAGEMENT

2.1 Under these Terms, the Affiliate may identify and refer Referrals to Hermetica under the Rules.

2.2 The Affiliate shall act as an independent contractor and not as an agent, employee, representative, subsidiary or affiliate of Hermetica.

2.3 The Affiliate shall have no authority to enter into contracts that bind Hermetica, incur obligations on its behalf, or make any representations, warranties, or commitments in its name, except as expressly agreed or authorized by Hermetica.

2.4 Nothing in these Terms shall be construed as restricting or limiting Hermetica’s right to engage or collaborate with other contractors, representatives, agents, or distributors.

2.5 The Affiliate is authorised to use Hermetica’s relevant copyrighted materials, trade names, trademarks, and service marks solely for the purpose of participating in the Program. Such use shall strictly comply with the policies and procedures established by Hermetica and any guidelines provided by Hermetica. Any unauthorised use, modification, or sublicensing of Hermetica’s intellectual property is strictly prohibited.

3. ELIGIBILITY AND ENROLLMENT

3.1 Affiliates must submit an accurate, complete Program application. Hermetica may request additional information (e.g., audience demographics, traffic data, compliance questionnaires).

3.2 Hermetica reserves the right, at its sole discretion, to refuse onboarding an Affiliate or Referral, decline any order or transaction, discontinue any product, or terminate the relationship with any Affiliate or Referral as deemed necessary.

3.3 Entities or individuals who (i) reside in, are citizens of, or target users in Restricted Jurisdictions (as defined in Hermetica’s Terms of Service); (ii) are subject to sanctions; or (iii) are under 18 years old are ineligible.

3.4 Commission is not paid for incentivized liquidity provider programs.

4. TERM, TERMINATION, AND SUSPENSION

4.1 Hermetica may terminate or suspend the Program, Affiliate participation, or any feature of the Program at any time for any reason by sending an email to the registered address. Unless termination is for cause under Section 6, Commissions already earned but unpaid as of the effective date will be processed in the ordinary payout cycle. No Commissions will accrue after the effective termination date.

4.2 Affiliate may terminate these Terms at any time by (a) notifying Hermetica via email at [email protected] from the address associated with the Affiliate account and (b) ceasing all use of Affiliate Links.

4.3 Hermetica reserves the right to revoke Affiliate status and recover paid rebates in cases of any violation of the Rules.

4.4 On termination the Affiliate must: (i) immediately stop representing any association with Hermetica; (ii) remove links and creatives; (iii) cease use of Hermetica IP; and (iv) return or destroy Confidential Information.

4.5 Termination of the Terms shall not relieve either party from liability for any breach of its provisions or from the obligation to pay any monies due to the other party.

5. COMPLIANCE

5.1 Hermetica is committed to upholding the highest standards of security and compliance. The Affiliate must at all times act in compliance with all Applicable Laws (as defined in Hermetica's Hermetica’s Terms of Service), including any applicable advertising, social media, and/or competition regulations and guidelines issued by the competent authorities, as well as the Rules.

6. AFFILIATE OBLIGATIONS

6.1 Affiliates must comply with all applicable securities, advertising, consumer‑protection, privacy, and competition laws, and with any financial‑promotion rules in any targeted jurisdictions.

6.2 Unless otherwise expressly stated under the Rules, the Affiliate has full discretion to determine the manner and methods to conduct Program activities, including, but not limited to, determining when (i.e., the days and times), where (i.e., the particular venue or location), and how to conduct Program activities, and the frequency with which the Affiliate does so.

6.3 Affiliates provide and maintain accurate, complete, and up-to-date information when registering for the Program and in the Affiliate Dashboard once registered for the Program.

6.4 Affiliates must inform Hermetica as soon as reasonably practicable of any material developments or changes in circumstances or activities which may adversely impact Hermetica, including any criminal prosecution, regulatory enquiry, or other complaints.

6.5 Affiliate must comply with the following promotional standards:

6.5.1 Promote Hermetica ethically and conscientiously at all times, including through social media channels, online articles, and community events.

6.5.2 Do not promote the Program (including recruiting sub-Affiliates), post links, and/or market or advertise directly, to users residing in the Prohibited Countries (as defined in Hermetica's Terms of Service).

6.5.3 Do not make any false, misleading, negative, critical or disparaging statements, implied or expressed, or perform any act, or behave in such manner, which may create adverse publicity to Hermetica or be prejudicial to the interests of Hermetica.

6.5.4 Do not make any representation or commitment on behalf of Hermetica, or represent that the Affiliate is an authorized representative of Hermetica.

6.5.5 Do not create and/or publish content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise prejudicial in any form.

6.6 Affiliates acknowledge the following conduct is prohibited:

6.6.1 Self‑referrals, duplicate or synthetic accounts, incentive schemes that violate law, spam, paid traffic cloaking, cookie‑stuffing, trademark bidding, or any activity likely to harm Hermetica’s reputation.

6.6.2 Any content that is unlawful, hateful, defamatory, obscene, or otherwise objectionable.

6.7 Affiliates acknowledge they may use Hermetica trade names, logos, and approved creatives solely to perform under these Terms and in accordance with brand guidelines supplied by Hermetica. No alteration, sublicensing, or domain registrations containing “Hermetica” (or confusingly similar marks) are permitted without prior written consent.

7. COMMISSION STRUCTURE AND PAYMENT

7.1 Commission percentages, calculation method, and duration are set out in Annex A. Unless expressly stated, Commissions accrue for twelve (12) months from the Referral’s first funding date, after which no further Commission is payable.

7.2 No Commission is paid on: (i) zero‑fee promotions, (ii) transactions generating negative net revenue, or (iii) accounts subsequently determined to be fraudulent.

7.3 Commissions are calculated and paid monthly (or more frequently) on the last day of the month in USDh or other cryptocurrencies at the sole discretion of Hermetica.

7.4 If Referral transactions are cancelled, reversed, disputed, or deemed ineligible, Hermetica may offset or reclaim the corresponding Commission from future payments or invoice the Affiliate directly.

8. CONFIDENTIALITY

8.1 The parties anticipate that Hermetica may disclose Confidential Information to the Affiliate. Notwithstanding the foregoing, the Affiliate may disclose Confidential Information with the prior written approval of Hermetica or pursuant to the order or requirement of a court, administrative agency or other governmental body.

8.2 The Affiliate will not use Hermetica’s Confidential Information except to perform under these Terms and will not disclose such Confidential Information to any third party. The Affiliate will use all reasonable efforts to maintain the confidentiality of Hermetica’’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance.

9. REPRESENTATIONS AND WARRANTY

Each party represents that it has full power and authority to enter these Terms. The Affiliate additionally represents and warrants that: (i) entering and performing these Terms will not breach any other agreement or legal duty; (ii) its promotional activities will be lawful and transparent; and (iii) it holds and will maintain any licences or registrations required to operate its business.

10. INDEMNIFICATION

The Affiliate shall indemnify, defend, and hold harmless Hermetica and its officers, directors, and employees from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to (i) the Affiliate’s breach of these Terms, (ii) the Affiliate’s violation of law, or (iii) content or representations made by the Affiliate.

11. DISCLAIMER AND LIMITATION OF LIABILITY

THE PROGRAM IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, HERMETICA DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT). NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, ARISING FROM THESE TERMS OR THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HERMETICA’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE AFFILIATE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. GOVERNING LAW

12.1 This Agreement and any dispute, controversy, or claim arising out of or relating to it (including any non-contractual obligations) shall be governed by and construed in accordance with the laws of the Republic of Panama.

12.2 Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Panama City, Republic of Panama.

13. MISCELLANEOUS

13.1 These Terms contain the entire understanding of the parties and supersedes all previous verbal and written agreements, representation or warranties.

13.2 Hermetica may amend these Terms or the Rules from time to time, at its absolute discretion. Hermetica will give notice of material changes by sending an email to the registered address. Unless the change is required by law or relates to new features that do not materially diminish the Affiliate’s rights, the revised Terms will become effective fourteen (14) days after Hermetica provides notice (the “Effective Date”). The Affiliate’s continued participation in the Program after the Effective Date constitutes the acceptance of the revised Terms. If the Affiliate does not agree with a change, it is the sole remedy of the Affiliate to terminate participation before the Effective Date in accordance with Section 4.

13.3 The failure or forbearance of the Affiliate or Hermetica to enforce any right or claim against the other party shall not be deemed to be a waiver by the Affiliate or Hermetica of such right or claim or any other right or claim hereunder. The waiver by the Affiliate or Hermetica of a breach hereof shall not operate or be construed as a waiver of any subsequent breaches of the same or any other provision.

13.4 If any provision hereof is determined in any proceeding binding upon the parties hereto to be invalid or unenforceable, that provision shall be deemed severed from the remainder of the Terms, and the remaining provisions of the Terms shall continue in full force and effect.

13.5 The Affiliate may not transfer or assign its rights hereunder without the prior written consent of Hermetica.

Annex A

For transactions during the first year after a Referral is onboarded by Hermetica, the Commission Schedule in the tables below shall apply. For transactions after the first year, there shall be no commission.

Commission Schedule