Last Modified: October 15, 2018
These Terms of Service govern the ShapeShift Affiliate Program, and explain the terms by which an Affiliate may access and use API tools and integrations offered by ShapeShift.io to allow users to buy, sell, or enable the sale of, certain digital assets (collectively, the “Service”).
The ShapeShift Affiliate Program offers ShapeShift the opportunity to reward our Affiliates for sharing ShapeShift with their communities while embracing their product/service through the use of our API tools and integrations. Members of ShapeShift’s Affiliate program earn lucrative payouts based on the volume processed through our integrations. Improvements to the Affiliate Program will be made on a continual basis.
Definitions for terms used within this document may be found in ShapeShift’s general Terms of Service available on the ShapeShift.io website (the “General Terms”). All parties to this Affiliate Terms of Service (the “Affiliate Terms”) must also comply with the terms in the General Terms to the extent they apply.
By accessing or using the Service, Affiliate signifies that Affiliate has read, understood, and agrees to be bound by these Affiliate Terms and the General Terms. Certain services may be subject to additional terms and conditions specified by us from time to time, and your use of such services is subject to those additional terms and conditions, which are hereby incorporated into these Terms by reference.
ShapeShift does not endorse or recommend any particular digital asset, transaction, or purchasing strategy. No content on the ShapeShift website nor communications with company personnel constitutes purchase or investment advice. Independent advice should be sought where appropriate.
THE RISK OF LOSS IN BUYING OR SELLING A DIGITAL ASSET (“DIGITAL ASSET”) CAN BE SUBSTANTIAL. EVERY USER SHOULD THEREFORE CAREFULLY CONSIDER WHETHER BUYING OR SELLING A DIGITAL ASSET IS SUITABLE IN LIGHT OF THE USER’S FINANCIAL CONDITION.
Please read this agreement carefully to ensure that you understand each provision.
1. Use of Our Service
This is a contract between you and ShapeShift. You must read and agree to these Affiliate Terms before using the Service. If you do not agree, you may not use the Service. The Affiliate Program is designed for approved websites and platforms that integrate the ShapeShift API into their service to provide ShapeShift services to their users and customers. Wallets, payment processors, and companies wishing to integrate our API are encouraged to apply to become a ShapeShift Affiliate. ShapeShift reserves the right to deny applicants for any reason or for no reason in its sole discretion. Additionally the Affiliate Program is not available to any Affiliates previously removed from the Service by ShapeShift, other than as approved by ShapeShift in its sole discretion.
B. Application Process
ShapeShift maintains high standards in our Affiliate acceptance process. ShapeShift will generally require the following information from all applicants, but reserves the right to amend this list as circumstances may dictate:
- Completed Client Onboarding Application signed by an authorized representative of the entity;
- Formation document for the entity (e.g. certificate of formation, articles of incorporation, partnership agreement, offering memorandum, trust instrument, etc.);
- Certificate of Good Standing or Business Registration Certificate for the entity;
- Proof of registered address for the entity (e.g. business license, bank statement, utility bill, etc.);
- Listing of beneficial ownership and control structure of the entity;
- Formation document for entity beneficial owners;
- Ownership and control structure of entity beneficial owners (please provide a chart indicating percentage holdings);
- Government issued photo IDs (e.g. a valid passport, driver’s license, etc.) for all individual beneficial owners (over 25%) and authorized representatives ;
- Proof of residential address (e.g. bank statement, utility bill, etc.) for individual beneficial owners (over 25%) and authorized representatives.
No Affiliate will be approved for integration without submitting a completed application and answer any follow up questions fully and truthfully. ShapeShift may require verification of any information submitted through any means ShapeShift determines necessary under the circumstances, and reserves the right to deny any applications that include insufficient information as determined by ShapeShift in its sole discretion. Additionally, no applicant will be approved to participate in the Affiliate Program until after the applicant has executed a separate revenue sharing agreement with ShapeShift (the “Revenue Sharing Agreement”).
Affiliates are prohibited from using ShapeShift for any illegal or fraudulent purposes. ShapeShift reserves all rights not expressly granted herein and ShapeShift may terminate any affiliate’s participation in the Affiliate Program at any time for any reason or no reason.
C. Affiliate Payouts
The information in this section is designed to provide a description of how payouts are calculated and made in most situations. However, all payouts to Affiliates are ultimately subject to the terms of the Revenue Sharing Agreement between ShapeShift and the Affiliate executed during the application process, and to the extent there are any conflicts between these terms and the applicable Revenue Sharing Agreement, the Revenue Sharing Agreement shall control.
In general, Affiliates earn 25 basis points (0.25%) of the total transaction volume the Affiliate integration provides to ShapeShift on a monthly basis. Volume amounts are converted to Bitcoin (“BTC”) at the time of transaction. BTC volume is based only on successfully completed orders. For example, if an Affiliate’s integration provides 1000 BTC worth of volume, the Affiliate is eligible for a 0.25 BTC payout (1000 BTC x 0.0025 = 2.5 BTC). Payouts are calculated using the Affiliate API Key given to the Affiliate by ShapeShift following completion of the application process discussed above.
Affiliate payouts are currently processed on a monthly basis. All Affiliates must be approved and in good standing before they will be eligible to receive any payouts. ShapeShift will make payments to the payout address provided by the Affiliate, meaning it is the responsibility of the Affiliate to ensure that the payout address on record is up to date. ShapeShift will require additional verification before making any changes to an affiliate payout address.
D. Tax Forms
If the Affiliate is a US person or entity, ShapeShift will require a completed W9 or W8-BEN form for any payouts valued at over 600 USD annually at then-current exchange rates. If the Affiliate is not a US person or entity, ShapeShift may require proof of an exemption from US tax reporting requirements, or other tax forms as may be applicable to the individual Affiliate. Affiliates agree that their right to receive any payouts is expressly conditioned upon successful completion and submission of any tax forms requested by ShapeShift, meaning that Affiliates who fail or refuse to submit documentation will not receive any payouts.
E. Advertising and Promotion
Affiliates are prohibited from using ShapeShift’s name, logo, or any other intellectual property belonging to ShapeShift in any capacity, without receiving express written consent for such use. ShapeShift may elect to require Affiliate to submit an illustration of proposed use of ShapeShift’s name or intellectual property, and ShapeShift reserves the right to approve or deny such requests as it deems fit. In general, all promotion or use of ShapeShift’s brand in any fashion must be neutral or positive, as determined by ShapeShift in its sole discretion.
F. Affiliate Requirements and Prohibited Actions
Affiliates’ use of ShapeShift must comply with and obey all applicable laws, rules, and regulations at all times. In the event that ShapeShift learns of any suspected illegal activity being perpetrated by an Affiliate, ShapeShift will report the matter to the appropriate law enforcement agencies.
The following list is intended to provide an overview of prohibited actions in connection with Affiliates’ use of ShapeShift. This list is not necessarily exhaustive, and ShapeShift reserves the right to remove any party from the Affiliate Program at any time. Affiliates agree not to engage in any of the following prohibited activities:
- Using or accessing ShapeShift’s API and services to further perform, undertake, engage in, or aid or abet any unlawful activity;
- Exploiting, stealing from, or otherwise defrauding ShapeShift or other ShapeShift users;
- Modifying, disassembling, decompiling or reverse engineering the Service or the app;
- Other than as specifically approved in writing, any copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
- Other than as specifically approved in writing, using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the ShapeShift servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that ShapeShift grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- Transmitting spam, chain letters, or other unsolicited email;
- Attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
- Taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
- Uploading invalid data, viruses, worms, or other software agents through the Service;
- Collecting or harvesting any personally identifiable information, including account names, from the Service;
- Using the Service for any commercial solicitation purposes;
- Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- Interfering with the proper working of the Service;
- Accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
- Bypassing the measures we may use to prevent or restrict access to the Service, including without limitation removing, circumventing, disabling or otherwise interfering with security-related features or features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or
- Deleting the copyright and other proprietary rights notices.
Additionally, Affiliates must ensure that all users of the Affiliate’s service are not based in jurisdictions that are blocked by ShapeShift. Affiliates must also ensure that more than 10% of all conduits created through the Affiliate API key are funded. All Affiliates must notify ShapeShift immediately if they become aware of any breach of the terms of these Affiliate Terms of Service, or ShapeShift’s general terms of service.
G. Prohibited Activity in General
In connection with your use of the Service, and your interactions with other Users, and third parties you agree and represent you will not engage in any prohibited business or prohibited use, as discussed in these Terms of Service. The list of Prohibited Activities may be updated by ShapeShift at any time at its discretion. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your API key and/or block transactions without notice if we determine, in our sole discretion, that your API key is associated with a Prohibited Activity.
We reserve the right to cancel and/or suspend your Affiliate access and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that any Affiliate, transaction, or user is associated with a Prohibited Activity.
2. Digital Asset Transactions
ShapeShift reserves the right to refuse to process or to cancel any pending Transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce any transaction limits. ShapeShift further reserves the right to delay any Transaction if it perceives a risk of fraud or illegal activity. ShapeShift further reserves the right to refuse to process or cancel any Transaction due to technological issues with the blockchain software, ShapeShift software, or for other technological reasons. ShapeShift cannot reverse a Transaction which has been broadcast to a blockchain network. The Service is available only in connection with those Digital Assets and Transaction limits that ShapeShift, in its sole discretion, decides to support. The Digital Assets and Transaction limits that ShapeShift supports may change from time to time. ShapeShift assumes no responsibility or liability in connection with any attempt to use the Service for Digital Assets that ShapeShift does not support.
3. Our Proprietary Rights
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “ShapeShift Content”), and all Intellectual Property Rights (defined below) related thereto, are the exclusive property of ShapeShift and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein or in any applicable additional terms and conditions, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any ShapeShift Content, absent specific consent in writing from ShapeShift. Use of the ShapeShift Content for any purpose not expressly permitted by these Terms is strictly prohibited.
For the purposes of these Terms, “Intellectual Property Rights” means 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.
You may choose to or We may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ShapeShift under any fiduciary or other obligation, and that we are free to use the Ideas without any additional compensation to you, and/or to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, ShapeShift does not waive any rights to use similar or related ideas previously known to ShapeShift, or developed by its employees, or obtained from sources other than you.
4. Suspension, Termination and Cancellation
ShapeShift reserves the right to immediately terminate any Affiliation or deny use of our API if:
- An Affiliate does not adequately integrate the ShapeShift API into their service;
- An Affiliate engages in activity that ShapeShift determines, in its sole discretion, to be against the collaborative spirit of the Affiliate Program; or
- An Affiliate or its users fails to comply with the then-current general Terms of Service found at ShapeShift.io.
Additionally, ShapeShift reserves the right to terminate any user or Affiliate’s use of the Service at any time for any reason or no reason, in ShapeShift’s sole discretion.
Additionally, ShapeShift may, without prior notice, suspend the Service, change the Service; stop providing the Service or features of the Service, to any affiliate or to Users generally; or create usage or Transaction limits for the Service. We may permanently or temporarily terminate or suspend Affiliate access to the Service without notice and liability for any reason, including if in our sole determination Affiliate violates any provision of these Terms, or ShapeShift may: (a) suspend, restrict, or terminate Affiliate access to any or all of the Services, and/or (b) deactivate or cancel your API Key if: (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect Affiliate of using the Service in connection with a Prohibited Activity; (iii) use of your API key is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your API key activity; (iv) our service partners are unable to support your use; (v) you take any action that ShapeShift deems as circumventing ShapeShift’s controls; (vi) suspend or terminate Affiliate access to the Service for any reason or no reason. Upon termination for any reason or no reason, Affiliate continues to be bound by these Terms.
Affiliate is solely responsible for its interactions with other ShapeShift Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. ShapeShift shall have no liability for your interactions with other Users, or for any User’s action or inaction.
If ShapeShift suspends or terminates your API Key, or terminates your use of the Service, in whole or in part, for any reason, we will use commercially reasonable efforts to provide you with notice of our actions unless a court order or other legal process prohibits ShapeShift from providing you with such notice. You acknowledge that ShapeShift’s decision to take certain actions, including limiting access to, suspending, or terminating your API Key, may be based on confidential criteria that are essential to ShapeShift’s compliance, risk management, and/or security protocols. You agree that ShapeShift is under no obligation to disclose the details of its compliance, risk management, or security procedures to you.
Affiliate agrees to defend, indemnify and hold harmless ShapeShift and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Affiliate’s use of and access to the Service, including any data or content transmitted or received by Affiliate; (b) Affiliate’s violation of any term of these Terms; (c) Affiliate’s violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) Affiliate’s violation of any applicable law, rule or regulation; or (e) Affiliate’s willful misconduct.
6. No Warranty
The Service is provided on an “as is” and “as available” basis. Use of the Service is at Affiliate’s own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by Affiliate from ShapeShift or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, ShapeShift, its subsidiaries, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.
ShapeShift does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and ShapeShift will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.
7. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall ShapeShift, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this service. Under no circumstances will ShapeShift be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, ShapeShift assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from Affiliate’s access to or use of our service; (c) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the Service; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (f) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (g) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall ShapeShift, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to ShapeShift hereunder or one hundred u.s. dollars (usd $100.00), whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if ShapeShift has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state or jurisdiction. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
8. Governing Law, Arbitration
A. Governing Law. These Terms shall be governed by the internal substantive laws of the Canton of Zug, Switzerland, without respect to its conflict of laws principles. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in the canton of Zug, Switzerland for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Zug, Switzerland is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
B. Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from ShapeShift. For any dispute with ShapeShift, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that ShapeShift has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution (“Arbitration Institution”) in force on the date on which the notice of arbitration is submitted in accordance with those rules. The arbitration will be conducted in Zug Switzerland, in English, unless you and ShapeShift agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any Arbitration Institution fees, administrative and arbitrator fees in accordance with Arbitration Institution rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) Arbitration Institution may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from Arbitration Institution; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing ShapeShift from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
A. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ShapeShift without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to these Terms. ShapeShift may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by ShapeShift in our sole discretion. ShapeShift reserves the right to determine the form and means of providing notifications to Affiliates. ShapeShift may, in its sole discretion, modify or update these Terms from time to time, and so Affiliate should review this page and the then-current Affiliate Terms posted at [LINK] periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page and notify you via email that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
C. Entire Agreement/Severability. These Terms, together with any additional terms, amendments and any additional agreements you may enter into with ShapeShift in connection with the Service, shall constitute the entire agreement between you and ShapeShift concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
D. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and ShapeShift’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
E. Contact. Please contact us by submitting a request to us at https://shapeshift.zendesk.com/hc/en-us/requests/new with any questions regarding these Terms. You may also write to us at: ShapeShift AG, Gartenstrasse 6, 6300 Zug, Switzerland.