IMPORTANT! PLEASE READ THIS DOCUMENT CAREFULLY. THIS DOCUMENT SHALL BECOME LEGALLY BINDING TO YOU UPON CLICKING THE RESPECTIVE LINK AVAILABLE AT THE SITE. IF THERE IS ANYTHING IN THIS DOCUMENT THAT YOU DO NOT UNDERSTAND, PLEASE CONTACT US AT kunapay@kuna.io.
These Terms and conditions of referral agreement (hereinafter - the “Referral agreement" or "Agreement”) constitutes conditions for the referral process that are done by You (furthermore - “the Referrer”) to UAB “KUNA PRO” (furthermore - “the Partner” or "We"). In addition to this Agreement, relationships between the Referrer and the Partner are governed by the Terms of Use which are currently in force and are always available on the Website at https://kunapay.io, additional agreements between You and Us, and mandatory laws and other legal acts of the Republic of Lithuania. In the event of any inconsistency between the Referral agreement and Terms of Use, Terms of Use shall prevail.
The Partner provides KUNA PAY service to the merchants selling goods and services as described in Terms of Use (hereinafter - “Kuna Pay Service”).
The Referrer has agreed to refer Partner’s Kuna Pay Service to the customers, or contacts of the Referrer who are desirous of availing the Services (hereinafter referred to as “Prospective Merchants”).
The Partner may subcontract or delegate the performance of its obligations under this Agreement to third parties including any of its Affiliates, however, the Partner shall remain responsible for the performance of such obligations.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, GENERAL TERMS AND REFERRAL AGREEMENT CONDITIONS, THE PARTIES WITH THE INTENT TO BE LEGALLY BOUND HEREBY AGREE AS FOLLOWS:
1.1. In this Agreement, except where the context otherwise requires, the following words and expressions shall have the following meanings.
1.1.1. Affiliate - means any entity, directly or indirectly, controls (holding company), is controlled by (a subsidiary), any subsidiary of such holding company or is under common control with, that party, where “control” means ownership of more than fifty percent (50%) of the voting rights of the controlled entity.
1.1.2. Agreement - means these Terms and conditions of referral agreement which can be amended, supplemented, or modified from time to time in accordance with the terms and conditions hereof.
1.1.3. Applicable Law - means the laws and any other instruments having the force of law in the Republic of Lithuania as they may be issued and enforced from time to time.
1.1.4. Business Day - means a day (other than a Saturday or Sunday) on which scheduled commercial banks are open for business in the Republic of Lithuania.
1.1.5. Effective Date - means the date when the Agreement becomes legally binding, upon marking following the aforementioned link.
1.1.6. Qualified Referral - means each Prospective Merchant referred to the Partner by the Referrer for availing Services and with whom the Partner actually enters into an agreement with respect to the provision of Kuna Pay Services and further such Prospective Merchant is approved by the Partner.
1.1.7. Referral Fee - means the fee to be paid to the Referrer for each Qualified referral with respect to Kuna Pay Service.
1.1.8. Site - means the website of the Partner https://kunapay.io.
1.2. In this Agreement:
1.2.1. a singular word includes the plural and vice versa;
1.2.2. a word that suggests one gender includes the other gender;
1.2.3. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
1.2.4. a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied, or replaced;
1.2.5. a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, reenacted, or replaced, and includes any subordinate legislation issued under it;
1.2.6. a reference to ‘day’ or ‘month’ means calendar day or month.
2.1. The Referrer, in accordance with this Agreement, agrees on a nonexclusive basis to refer, invite and introduce Prospective Merchants to the Partner. The Referrer creates the referral link at his KUNA PAY account (“the Link”) and shares the Link with Prospective Merchants.
2.2. Prospective Merchants, who used the Link and desirous of availing Kuna Pay Services shall be eligible and will be required by the Partner to comply with all Terms and Policies, including, but not limited: TERMS OF USE, AML POLICY, PRIVACY POLICY etc., placed on the Site, execute the necessary agreements/ documents with the Partner. This Agreement expressly contains all the duties of the Referrer and the Partner and only between them. No implied duties or obligations shall be read or deemed to be read into this Agreement against the Referrer and the Partner. Apart from this Agreement, the Referrer and the Partner shall not be bound by the provisions of any agreement, arrangement or understanding between the Referrer and Prospective Merchant.
2.3. Prospective Merchants will include only those corporations (companies), which shall be governed by, and included under the provisions of this Agreement as if included herein. The Referrer represents that he has a substantial, pre-existing relationship with each Prospective Merchant. For the avoidance of doubt, with respect to any Prospective Merchant who fails for any reason to qualify as a Qualified Merchant by the Referrer, Referrer shall no longer be entitled to any Referral Fee for such Prospective Merchant.
3.1. In consideration for each Qualified referral, the Partner agrees to pay the Referrer a Referral Fee.
3.2. All payments shall be made in VA currency USDT or in EURO at the discretion of the Referrer. The Referrer shall deduct tax amounts as required by law to be deducted and shall pay such taxes to the appropriate taxing authority.
3.3. Parties agree and accept that from time to time the terms and conditions of this Agreement may be amended, modified, or supplemented. The Partner is obligated to inform about any changes that will affect the Referrer, by the available contacts. The Partner is not liable for the event when the provided Referrer’s contacts changed, and due to that is unable to inform about changes in the terms and conditions.
3.4. The Referrer understands and agrees that the Partner has the right to amend or change this Agreement, without any objection or intervention of the other party. The Partner is only responsible for prior notification of the other party of this Agreement.
3.5. Each Party shall be liable for the proper performance of obligations assigned to it with the Agreement and assumes all technical, commercial, and financial risks related to the participation of that Party in the Agreement.
4.1. The Partner shall remunerate the Referrer 10% of the Fee (commission) of each invoice (transaction) paid by the Qualified Referral. For example, if the Qualified Referral receives a payment of 10 USDT, the commission is 2.5% = 0.25 USDT and from this 0.25 USDT amount we calculate 10% to remunerate the Referrer (10% = 0.025% USDT according to the Kuna.io exchange rate at the moment of payment or in EURO basing on the respective EUR/USDT/other exchange rate available at Kuna.io ).
4.1.1. The Qualified Referral has a discount for the first three (3) monthsmonth for Kuna Pay Service use fee: 1,5% instead of standard fee.
4.2. The Partner shall pay the Referrer the Referral Fee monthly, at the beginning of each following month. The Partner will provide statements to the Referrer with respect to Referral Fees due under this Agreement within fifteen (15) days following the end of each month. Based on the statements provided by the Partner, the Referrer shall provide an invoice to the Partner specifying his Kuna Pay Service Account to which payment shall be made. To receive the Referral Fee Your Kuna Pay Service Account must be active and verified.
4.3. The Referral Fee shall be calculated in EUR currency or the Referrer can change to USDT currency in his Kuna Pay Service Account.
4.4. The Referral Fee shall be exchanged from USDT to EUR currency and vice versa based on exchange rates available through the Site and Your Kuna Pay Service account on the day of a pay-out.
4.5. The Referrer confirms and accepts all exchange risks and any and all bank transaction and relative costs which can occur from this Agreement.
5.1. The Referrer shall not have any responsibility or liability for Kuna Pay Services.
5.2. The Referrer shall:
5.2.1. comply with any and all applicable laws and regulations related to the Agreement execution;
5.2.2. use its best efforts to solicit Prospective Merchants to execute agreements with the Partner;
5.2.3. communicate to Prospective Merchants regarding the existence and advantages of Kuna Pay Services, provided that the nature and content of such communication shall be approved by the Partner;
5.2.4. distribute promotional materials approved by the Partner regarding the Kuna Pay Service to Prospective Merchants in a manner specified from time to time by the Partner;
5.2.5. perform other reasonable services which the Partner deems desirable to promote and market the Kuna Pay Service. It is understood and agreed that the Partner shall own all rights in the Merchant Agreements concluded under this Agreement;
5.2.6. act in good faith, cooperate with and follow instructions issued by the Partner for the purposes of this Agreement.
6.1. The Partner shall not have any responsibility or liability for Kuna Pay Service against the Referrer.
6.2. The Partner shall:
6.2.1. pay the Referrer the Referral Fees as stipulated above;
6.2.2. provide the Referrer with the calculations of Referral Fees;
6.2.3. assist the Referrer in promoting Kuna Pay Service by providing necessary and relevant information and advice. To this end, the Partner shall supply to the Referrer relevant documentation, materials, and information on Kuna Pay Service, as may be necessary from time to time.
6.3. The Partner has the right not to pay to the Referrer the Referral Fee in case the Prospective Merchant does not successfully integrate with the Kuna Pay Service and/or other means of internal AML/KYC and other verification processes of the Partner.
6.4. To the extent permitted by applicable law, the Partner is not responsible for any damages, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, indirect or consequential loss unless the loss suffered is caused by a breach of the Agreement by the Partner.
6.5. The Partner is not responsible for any malfunction, breakdown, delay or interruption of the Internet connection etc., due to circumstances out of the reasonable control of the Partner.
6.6. In case of fraud, the Partner undertakes to report all the necessary information, including names, addresses and all other requested information, to the relevant authorities dealing with fraud and breaches of the law.
7.1. Each of the Parties represents warrants and undertakes that:
7.1.1. It is duly organized and validly existing under the laws of the jurisdiction in which it is established.
7.1.2. It has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed, and delivered by it.
7.1.3. Its obligations hereunder constitute legal, valid, binding, and enforceable obligations; and
7.1.4. the execution and delivery of this Agreement do not breach its organizational documents or any law, provisions of any contract, or order of court applicable to it and do not require any applicable governmental approval; and
7.1.5. the person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective party accordingly.
7.1.6. Notwithstanding the foregoing sentence, nothing will prohibit or restrict Partner from generally soliciting or offering services similar to or competitive with the Referrer’s services to any Partner customers or other parties including, without limitation, Prospective Merchants and Qualified referrals or general solicitations that may include solicitation of Prospective Merchants and Qualified Referrals in addition to other parties through either internet, print or other types of advertising.
8.1. All Services and all content of the Site are the property of the Partner and are protected by copyright, patent, trademark and any other applicable laws, unless otherwise specified hereby.
8.2. The trademarks, trade names, service marks and logos of the Partner (hereinafter the “Trademarks”) are the property of the Partner and its respective owners and affiliates. The software, applications, text, images, graphics, data, prices, trades, charts, graphs, video and audio materials belong to the Partner. The Trademarks and other content on the Site should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, no matter manual or automated. The use of any content from the Site on any other site or a networked computer environment for any other purpose is strictly prohibited; any such unauthorized use may violate copyright, patent, trademark and any other applicable laws and could result in criminal or civil penalties.
9.1. This Agreement becomes effective on the Effective Date and will be in force for twelve (12) calendar months period from the Effective Date.
9.2. The term of the Agreement shall be automatically prolonged for the term of six (6) calendar months if neither Party would notify another Party in writing of its intent to terminate this Agreement in accordance with Clause 9.3 hereto.
9.3. The Partner has the unilateral right to terminate this Agreement at any time with ten (10) calendar days prior written notice to the Referrer.
9.4. The Partner may terminate the Agreement or suspend the performance of its obligations under the Agreement immediately upon giving written notice to the Referrer without liability for compensation or damages if the Referrer:
9.5. If the Parties agree, the Agreement shall be terminated at other dates than it is stipulated hereto. In this case the Parties shall sign the Termination Agreement to the Agreement in which they stipulate the date of termination of the Agreement.
10.1. The relationship between the Partner and the Referrer is on an independent contractor basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant, or employer and employee between the Parties hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.
11.1. Assignments. The Partner may assign, alienate or otherwise transfer its rights, duties, obligations, or privileges under this Agreement by operation of law or otherwise to an Affiliate or in connection with a change in control, change in majority ownership, or the sale of all or substantially all of the assets of such party without the other Referrer’s prior written consent (“Change of Control”); the former will promptly notify the latter in writing of such Change of Control (but in any event within 30 days thereafter).
11.2. Force Majeure. Neither Party shall be liable for its failure to perform under this Agreement as a result of any event of force majeure events like acts of god, fire, wars, sabotage, civil unrest, labour unrest, the action of Statutory Authorities or local or Central Governments, change in Laws, Rules, and Regulations, affecting its performance.
11.3. Governing Law, Settlement of Disputes, and Jurisdiction. Any dispute relating to Partner then, the Agreement, and any non-contractual obligations arising out of or in connection with it are governed by Lithuanian law. The courts of Vilnius, Lithuania have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity, or termination of this Agreement or the consequences of its nullity or any non-contractual obligations arising out of or in connection with this Agreement. Each of the Parties agrees that, if any dispute(s) or difference(s) shall arise between the Parties in connection with or arising out of this Agreement, the Parties shall attempt, for 30 (thirty)days from the receipt of a notice from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions between the Parties. If the said dispute(s) cannot be settled by mutual discussions within the thirty days provided above, either Party may refer the matter to a sole neutral arbitrator to be mutually appointed and accepted by the parties
11.4. Waiver: Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
11.5. Survival of Provisions: The terms and provisions of this Agreement that by their nature and context are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this Agreement.
11.6. Severability. If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.
11.7. Non-Exclusivity. It is agreed and clarified that this Agreement is on a non-exclusive basis and the parties are at liberty to enter into similar arrangements.
11.8 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under the Agreement shall be in writing through email addresses provided by both of the Parties and have the legal power of written communications. All such notices, requests, demands, waivers, and other communications shall be deemed duly given, if by email, on the business day following the day on which such email was sent, provided that the e-mail was not rejected by the recipient’s server. In case it is impossible to deliver a communication via e- mail support@kunapay.io, a Parties can deliver communication to the other Party via registered mail to the registered office address of the other Party.
11.9. Compliance with Laws. Each party will comply with all applicable federal, state, provincial, and local laws, rules, and regulations in performing its obligations under this Agreement, including, without limitation, all applicable export control laws and regulations.
11.10 Third-Party Beneficiaries: Nothing in this Agreement shall confer, or is intended to confer, of the parties to terminate, rescind or agree with any variation, waiver, or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.
UAB Kuna Pro is registered as a crypto currency exchange operator and a crypto currency wallet operator and is authorized to provide virtual currency services in accordance with Lithuanian legislation.
The site and other components of the services are protected by intellectual property laws. All rights reserved. Access to the services and the site is provided under the KUNA trademark registered in the Madrid system, which covers the UK, Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Turkey, Ukraine, and the European Union.
