Affiliate Program Terms and Conditions 

Updated May 2024

These Affiliate Program Terms and Conditions (the "Terms") are the legally binding agreement between Bitpanda GmbH (“Bitpanda GmbH”) and (for customers referred by the Affiliate resident/seated in Germany) Bitpanda Asset Management GmbH (“Bitpanda Asset Management” together with Bitpanda GmbH referred to as "Bitpanda") and any person or entity clicking the box entitled: 

"IF YOU DISAGREE WITH THE TERMS OR ANY PROVISION SPECIFIED THEREIN, YOU MUST NOT PARTICIPATE IN THE AFFILIATE PROGRAM (the "Program"). 

PLEASE READ THESE TERMS CAREFULLY IN ITS ENTIRETY BEFORE SUBMITTING YOUR APPLICATION TO PARTICIPATE IN THE PROGRAM OFFERED BY BITPANDA" (an "Affiliate".) 

Any individual, company or website seeking to become an Affiliate of the Program must be approved by Bitpanda before being given access to the Program and campaigns. Prior to approving Affiliates, each website and the suitability of every company and/or individual will be subject to a review by Bitpanda. 

By participating in Bitpanda’s Affiliate Program you hereby accept these Terms as amended from time to time. If you do not agree to the Terms and/or any amendment thereto, you shall not participate in, use, or access the Bitpanda’s Affiliate Program. Please note that Bitpanda may revise, modify, change or remove portions of these Terms by notifying the Affiliate by e-mail or via Impact Radius. The Terms will also be available on Bitpanda’s Website. Your participation in Bitpanda’s Affiliate Program, after Bitpanda has published on its websites any revised and/or amended form of these Terms, shall constitute your consent to the revised and/or amended Terms. Please periodically review these Terms and check for any updates.

A. Definitions

1. "Affiliate" and/or "You", "Your" means the business, individual, entity or applicant submitting the application and participating in the Program, offered on the Website in accordance with these Terms and the Affiliate Program Registration Form.
2. “Affiliate Account” means the account held in the name of Affiliate which Qualified Customers’ accounts are tagged to.
3. "Affiliate Program Registration Form" means the form available on Bitpanda’s Website or external tools managed by Bitpanda which will be executed by the Affiliate in the process of registering to the Program and which constitutes an integral part of these Terms.
4. "Affiliate Website" means the internet websites and/or other marketing channels operated by the Affiliate which shall contain the Tracking Link.
5. "Bitpanda Brands" means the design rights, moral rights, service marks, trademarks, trading and business names, the goodwill attaching to them, rights in domain names and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of the foregoing, and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.
6. “Bitpanda Systems” means any platforms or services offered by Bitpanda, in particular including but not limited to any online or electronic platform (e.g. https://www.bitpanda.com/) or mobile application and associated APIs of such platform or application. For the avoidance of doubt, the domain https://exchange.bitpanda.com is excluded from the Program.
7. "Bitpanda Websites" means the Internet websites owned, maintained or operated by Bitpanda, which offer Bitpanda’s Services.
8. "Commission" means the fee payable by Bitpanda to the Affiliate based on Qualified Transactions by a Qualified Customer referred to Bitpanda by the Affiliate in accordance with Section C.
9. "Consumers" shall have the meaning set out in the Austrian Consumer Protection Act.
10. "Data Protection Legislation" means any legal provisions concerning data protection, including but not limited to the EU General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data - GDPR) and any national implementing laws, regulations and secondary legislations as amended or updated from time to time.
11. “Impact Radius” means a fully integrated Partnership management platform, a network tool that Bitpanda uses to facilitate all Affiliate and Partnership activity. Including but not limited to contracting, invoicing and paying commission, performance reporting and compliance monitoring. 
12. "Interface" means the dashboard where all the statistics for the affiliate marketing are recorded.
13. "Net Revenue" means, with respect to any calendar month, revenues generated by Bitpanda from customers’ trading activity minus the cashback, bonuses and trading related transaction expenses in such month. Trading activity solely includes the purchases and sales of digital assets (e.g. cryptocurrencies, precious metals) that are available on Bitpanda Systems.
14. "New Customer" means a customer who, at the time of the referral by Affiliate to Bitpanda, does not have an existing account with Bitpanda.
15. "Permitted and Restricted Territories" permitted territories refer to all countries where promotional activities may be carried out. In contrast, restricted territories are those where the same promotional activities are prohibited or limited due to various reasons, such as legal or regulatory restrictions. The qualification for what constitutes permitted territory depends on local laws, regulations, and specific guidelines set by relevant authorities, while restricted territories encompass any areas not meeting these criteria or where special restrictions apply. What does not constitute a permitted territory implies that it falls under the category of restricted territories. Annex I  may be updated by Bitpanda from time to time. Affiliates will be notified via Impact Radius. 
16. "PPC" means pay-per-click advertising.
17. "Privacy Policy" means the privacy policy available on the Bitpanda Website.
18. "Program Currency" means the currency in which the Commission is payable to the Affiliate Account. For the avoidance of doubt, the Program Currency in which Bitpanda operates is Euros. 
19. "Services" means any of Bitpanda's services offered on Bitpanda Systems for purchasing digital assets, which will be promoted by the Affiliate in accordance with the material and guidance provided to the Affiliate by Bitpanda.
20. "SEM" means search engine marketing.
21. "Tracking Link(s)" means a link and/or links to Bitpanda Websites which the affiliate systems of Bitpanda shall create for the benefit of the Affiliate.
22. "Tagged Account" means the account of a Qualified Customer that has been tagged to the Affiliate Account for the purpose of tracking Commission.
23. "Transaction Expenses" means, with respect to any calendar month, all the chargebacks made with regard to the Qualified Customers’ payments and any transaction costs (such as payments processing fees and other payments to third parties) incurred by Bitpanda during such month with respect to the trading activities of the Qualified Customers.
24. "Qualified Transaction" means a successful purchase of Services by a Qualified Customer which meets Bitpanda’s Commission qualifications set forth in section C.8 of these Terms.
25. "Qualified Customer" means each New Customer, except for persons with residence/seat outside of the Permitted Territories listed in Annex I referred by the Affiliate for the purchase of the Services with Bitpanda through the Tracking Link, and who meets Bitpanda’s Commission qualifications set forth in section C.8 of these Terms.
26. "VAT" means value added tax chargeable under the Austrian VAT Act 1994 (VATA) or under any legislation replacing it or under any legislation which the VATA replaced and further means value-added tax at the rate in force when the relevant supply is made and any tax of a similar nature which is introduced in substitution for such value-added tax.
27. "Website Terms of Use" means the terms of use available on the Bitpanda Website.
28. "We", "Our", "Us" and/or "Ourselves" shall refer to Bitpanda.

B. Eligibility and Registration 

1. To enroll into the Program the Affiliate must register an account with Impact Radius for the Program.  If the Affiliate is registered for VAT purposes, it must provide their VAT registration number as part of the registration process.  
2. You must be at least eighteen (18) years of age, or any higher minimum age in the jurisdiction where you reside, to register for the Affiliate Program. 
3. Affiliates registration must include the correct legal name and elect a country in Impact Radius. In case of legal entities, the country must be equivalent to the country of incorporation of the company and, for natural persons, their country of residence. An Affiliate is not eligible for the Program, if they are incorporated, established, or based in any jurisdiction that is designated as prohibited by Bitpanda. Prohibited jurisdictions include, but not limited to, those countries or regions subject to comprehensive economic or other sanctions. The prohibited jurisdictions are listed in Annex I. Bitpanda reserves the right to update the prohibited countries as geopolitical situations evolve. The Bitpanda Program is intended for your direct participation. You shall not open Affiliate Accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted. Affiliates wishing to transfer an account to another beneficial account owner must request permission to do so by contacting us. Approval is solely at our discretion. 
4. Bitpanda shall have the sole and absolute discretion in connection with the rejection or refusal of any New Customer to register to and/or use the Services. Any New Customer who we reject or refuse shall not be classified as a Qualified Customer. The Affiliate shall not have any power to accept Qualified Customers or conclude agreements on behalf of Bitpanda and shall not make or give any promises, representations, warranties, or guarantees, whether expressed or implied, to New Customers on behalf of Bitpanda. 
5. Bitpanda may approve or deny any application for participation in the Program for any lawful reason or no reason. Bitpanda may define certain criteria which must be complied with in order to become an approved Affiliate. 

C. Commission

1. Bitpanda offers several Commission models as defined below. Affiliate acknowledges that Commission models are not deemed final and may change in the future and that the Commission model chosen may vary from contract to contract. The Affiliate does not have any right in/to a certain type of Commission model. The Affiliate further acknowledges that the Commission model may be changed or terminated at any time by Bitpanda. The existing commission models applicable in the Bitpanda affiliate program are, inter alia, the following:

i. “CPA” or “Cost Per Acquisition”; “CPA” means a one-time fixed amount (which shall be determined by Bitpanda and shall be provided to the Affiliate in writing and/or detailed in the Affiliate Account); Paid only when a qualified customer completes a qualified transaction

ii. “CPC” or “Cost Per Click” means a one-time fixed amount (which shall be determined by Bitpanda and shall be provided to the Affiliate in writing and/or detailed in the Affiliate Account) payable with respect to any unique entity/person that has clicked on a advertisement of Bitpanda on the Affiliate Websites;

iii. “CPI” or “Cost Per Install” means a one-time fixed amount (which shall be determined by Bitpanda and shall be provided to the Affiliate in writing and/or detailed in the Affiliate Account) payable with respect to any entity/person that has firstly downloaded the Trading Platform's application from the Affiliate Websites to his/her mobile device and/or tablet computer, that has fully installed such application and that has opened such application;

iv. “CPL” or “Cost Per Lead” also referred to as “CPV” or “Cost Per Verification” means a one-time a fixed amount (which shall be determined by Bitpanda and shall be provided to the Affiliate in writing and/or detailed in the Affiliate Account) payable with respect to any entity/person registering and verifying on Bitpanda Systems and thus becoming a lead;

v. “Fixed fee” or “tenancy fee” refers to a fee paid for a specific package of activity during a specific period of time;

vi. “Revenue share” meaning for the Affiliate to receive a certain percentage of the Net Revenue of the fees charged by Bitpanda generated from Affiliates’ Qualified Customers (which shall be determined by Bitpanda and shall be provided to the Affiliate in writing and/or detailed in the Affiliate Account);

vii. “Hybrid” means when more than one of the above commission models is applied for example but not limited to: “CPA” + “Fixed fee”, “CPA” + “CPL” or “CPL” + “Revenue share” (which shall be determined by Bitpanda and shall be provided to the Affiliate in writing and/or detailed in the Affiliate Account) 

1. The Commission will be calculated in EUR (“Program Currency”) and paid in the said currency to the Affiliate’s Impact Radius Account.
2. The parties agree that Bitpanda shall not be held liable for any financial losses or adverse effects arising from currency risk, including but not limited to fluctuations in exchange rates and fees where an Affiliate maintains an Impact Radius account denominated in a currency different from the Program Currency. Bitpanda strongly recommends that Affiliates maintain their Impact Radius account in the same currency to Bitpanda’s Program Currency to minimize the currency risk.
3. The Commission will be calculated at the end of a respective billing period (e.g. monthly) which can be chosen freely by Bitpanda and an invoice will be issued by Bitpanda or a third Party Provider to the Affiliate.
4. Bitpanda will pay Commission arising out of a billing period within a reasonable timeframe and according to section I of these Terms.
5. For the avoidance of doubt, unless otherwise agreed by Bitpanda in writing, each Qualified Customer shall only have one Tagged Account which shall be the first account the Qualified Customer signs up to. No Commission will be payable by Bitpanda to the Affiliate in relation to other customer accounts held by Qualified Customers.
6. All Commission paid to the Affiliate is VAT inclusive.
7. Commission will be paid to the Affiliate only with respect to a Qualified Transaction executed by a Qualified Customer referred by the Affiliate under and in accordance with the provisions of these Terms.
8. For Commission to be payable, the Qualified Customer and the Qualified Transaction must meet the following conditions: i. such Qualified Customer must have submitted its relevant customer information as required by Bitpanda and provided valid and unique account and billing information. 

i.  The Qualified Customer must make a Qualified Transaction, and provide valid payment for the Services. 

ii. The Qualified Customer's payment details must be up-to-date at the time the Commissions are processed and must not be subject to a refund, credit, cancellation, suspension or chargeback. 

iii. The customer must complete the sign-up process in a manner that definitively establishes that such customer was referred directly from Affiliate to the Services, without manipulation of the Tracking Link(s) in any manner. 

iv. The Qualified Customer must remain in compliance with Website Terms of Use, Privacy Policy and other policies that are active at the time the Commissions are processed. 

v. The Qualified Customer must not behave in a way that is unlawful, abusive or otherwise fraudulent when using the Services.

vi. The Service must not be canceled by such Qualified Customer and Bitpanda will be entitled to withhold or deduct from Affiliate's current or future Commissions any such Commission paid to the Affiliate and which corresponds to canceled transactions. 

vii. The transactions by Qualified Customers must not be a result of fraud, manipulation, deception, questionable, or other unlawful activity, to be determined by Bitpanda in its sole discretion. 

viii. The transaction must not relate to the Affiliate's own use of the Services. 

1. Any past, current or future Commission arising in respect of any Qualified Customer which Bitpanda later discovers or has reasonable grounds to believe, does not meet the conditions set out in section C.9 shall be withheld, canceled, or if already paid by Bitpanda, deemed repayable by the Affiliate, and Bitpanda may demand repayment and/or set-off the equivalent amount from future Commission payments.
2. Commissions will accrue and become payable provided that You submit all relevant information and/or documentation requested by Bitpanda for valid Commission to be issued under these Terms and the Affiliate Program Registration Form.
3. You are responsible for the payment of all taxes (including VAT) related to the Commission which you receive under the Terms.
4. You are responsible for informing Bitpanda about changes to postal and/or e-mail addresses, as well as any changes to your name, contact information, tax identification number or other personal information that will impact Bitpanda's ability to issue a valid Commission payment.
5. Bitpanda may cancel or withhold indefinitely any Commission owed to the Affiliate or deny or reject any Commission and to require Affiliate to repay any Commission which has been paid if: (i) the Affiliate’s actions are in breach of any applicable law or regulation; (ii) Affiliate has breached these Terms, the Website Terms of Use, Privacy Policy and other policies that are active at the time the Commissions are processed; (iii) the Affiliate carries on any fraudulent activity or attempts to manipulate or falsify Qualified Customers or Qualified Transactions; or (iv) the Qualified Customer or any Qualified Transaction fails to comply with the qualifications required in section C.9 above.
6. It is the responsibility of the Affiliate to monitor the payment, denial, and withholding of Commissions. Bitpanda will attempt to notify the Affiliate but is not obligated to actively notify Affiliates of the status of Commissions. If the Affiliate has a question about a Commission that has been canceled, withheld or deemed repayable, the Affiliate has 30 days from the day the payment was due to contact Bitpanda to discuss or reclaim the Commission. If the Affiliate fails to provide notice to Bitpanda within 30 days, the Affiliate shall be deemed to approve the Commission. Any changes to decisions about canceled, withheld or repayable Commissions are at Bitpanda's discretion. Bitpanda will use reasonable efforts to provide the Affiliate with supporting documentation stating the cause of the denied Commission provided that such documentation is not confidential and does not put Bitpanda at risk of breach of its duty of confidentiality towards any third party.

D. Tracking

1. Bitpanda will track Qualified Customers for calculating the Commission.
2. Tracking Links will be made through an external or internal solution chosen by Bitpanda. The Affiliate will be provided with all the necessary instructions, tracking links and, if needed, access to the tracking software. Access will be restricted to only his account and activity.
3. Bitpanda will only pay commission based on Qualified Transactions generated via the tracking software and in no circumstances will pay Commission where the links were used inappropriately by the Affiliates or Qualified Customers.
4. Affiliate warrants to fully cooperate with Bitpanda in order to establish, operate and maintain such Tracking Links.

E. Affiliates Responsibilities and Restrictions

1. The Affiliate shall cooperate in good faith with Bitpanda to promote and refer the Bitpanda Services to Qualified Customers in accordance with these Terms. The Affiliate acknowledges and agrees that Bitpanda may decide whether or not to accept New Customers as Qualified Customers.
2. If any future legislative, regulatory change or decision of a governmental authority, having jurisdiction over this Agreement or the services provided hereunder (“Regulatory Change”), impacts any term, condition or Annex I of this Agreement and materially affects the ability of  Party to perform obligations under this Agreement, Bitpanda shall have the right to terminate this Agreement in its sole discretion without penalty or this Agreement shall be automatically amended to conform to the Regulatory Change.
3. Affiliate agrees to comply with any applicable laws in relation to the promotion and referral of Bitpanda Services. Affiliate further agrees to promptly assist Bitpanda in complying with any applicable laws and with any duties to cooperate with supervisory authorities under applicable laws. Affiliate agrees to prominently display and utilise all provided risk warnings, risk summaries and disclaimers on their marketing materials, websites, and communications related to Bitpanda services. Affiliate agrees that the information and services provided by Bitpanda are not provided to, and may not be used by or for the benefit of, any individual, entity, or institution in any jurisdiction where the provision or use of such information or services would be contrary to any applicable law, or where Bitpanda is not authorised to provide such information and services. Affiliate acknowledges that Bitpanda services are not available to people in certain jurisdictions identified in Annex I. Affiliate acknowledges that it is solely responsible for ensuring the proper and compliant use of risk warnings, risk summaries or disclaimers in accordance with applicable laws and regulations. 
4. Due to regulatory reasons, New Customers with residence/seat in Germany may not be referred to Bitpanda GmbH by an Affiliate, regardless of whether the Affiliate themselves reside or are based in Germany. New Customers with residence/seat in Germany may exclusively be referred to Bitpanda Asset Management.
5. In the course of fulfilling Affiliate’s obligations under the Terms, Affiliate hereby commits to comply with any laws and regulations applicable to Affiliate actions, marketing and advertising, including any anti-spam laws and regulation. 
6. The Affiliate will comply with all applicable requirements of the Data Protection Legislation. This section E.6 is in addition to, and does not relieve, remove, or replace, a party's obligations under the Data Protection Legislation.
7. The Affiliate shall not promote Bitpanda’s Services to potential customers who (a) are under eighteen (18) years of age  or (b) are not residents (or established their seat) in Permitted and Restricted Territories listed in Annex I where Bitpanda holds necessary authorisations. The Affiliate hereby warrants and represents that it shall not engage in the promotion and marketing in Bitpanda’s Services in any territory that has been designated as a Restricted Territory by Bitpanda. The Affiliate further warrants that it will diligently monitor and ensure compliance with these territorial restrictions and shall promptly notify Bitpanda of any potential or actual violations. In the event of any breach of this warranty, the Affiliate shall be solely responsible for any legal consequences arising therefrom. 
8. Affiliate warrants that it will not directly or indirectly: use, post or promote any of Bitpanda’s content or Services or any recommendations in association with any material or content which is or which, may reasonably be considered illegal, unlawful or infringing under any applicable laws, or that in Bitpanda's sole discretion, could damage Bitpanda's brand, credibility, image, or reputation.
9. The Affiliate is permitted to market Bitpanda’s Services solely in accordance with these Terms and subject to any other terms and conditions instituted by Bitpanda from time to time during the term hereof.
10. The Affiliate will only use our approved advertising creative (including but not limited to banners, html mailers, editorial columns, copies images, and logos) and will not alter their appearance nor refer to us in any promotional materials other than those that are Program-provided or approved by Bitpanda in writing, and shall not copy any Bitpanda content without written explicit consent from Bitpanda (“Promotional Content”). No other brands, other than the Affiliate brand and the Bitpanda Brands, shall be displayed on any advertising material. Bitpanda reserves the right to change any approved Promotional Content  and the Affiliate shall promptly comply with Bitpanda’s instructions to modify or remove Promotional Content or to remove any non-approved materials relating to Bitpanda. 
11. A customer can only hold one account on Bitpanda. The Affiliate who originally referred the Qualified Customer will be earning Commission and in no circumstance will any Qualified Customer be tagged to a different Affiliate. 
12. The Affiliate shall not offer cashbacks or other incentives to the customers, except provided by or approved in writing by Bitpanda.
13. Regarding SEM and PPC (including but not limited to Google, Bing), the Affiliate is not allowed to use the Bitpanda Brands in any way, written in a correct form or misspelled in the advertisements or any part therewith, including display or destination URLs, paths etc.; or bid on branded search queries, including and not limited to Bitpanda, bitpanda.com, Bitpanda Austria, spelled in any possible way (including with typos, misspellings, spaces or symbols).
14. Affiliates must use Affiliate Websites for all PPC and/or SEM campaigns. The Affiliate’s advertisements and/or any part therewith shall not lead or redirect potential clients directly to Bitpanda’s Websites. The Affiliate is allowed to use the landing page provided by Bitpanda on Affiliate Websites ONLY, but in no way shall the Affiliate use any URL containing the words "Bitpanda".
15. The Affiliate shall not engage in any e-mail marketing activity unless explicitly agreed with Bitpanda, and subject always to being in compliance with Data Protection Legislation. The Affiliate shall not send emails regarding or directing Bitpanda to any users that have not solicited the information and always include the unsubscribe information within the email.
16. The Affiliate shall not engage in any SMS, fax, broadcast, telemarketing, or any other offline activity with respect to Bitpanda, use malware, spyware technology, peer-to-peer distribution methods; or doorway pages opening Bitpanda website inside iframes; or any aggressive methods in any of its promotional activity and dealings with the Bitpanda Brand and Services.
17. The Affiliate is responsible for the accuracy of the materials posted on the Affiliate Websites and for keeping content up-to-date. The Affiliate Website must not copy or mimic any of the Bitpanda Websites.
18. The Affiliate is responsible for its own advertising and promotional costs and any other expenses arising in connection with these Terms, unless otherwise explicitly agreed in writing with Bitpanda.
19. The Affiliate warrants that it will not open more than one Affiliate Account without our prior written consent and acknowledges and accepts that it will not earn Commission on its own transactions through the Services.
20. The Program is intended for professional website publishers. The Affiliate will need to share all Bitpanda listings with us and if they are not suitable we will ask the Affiliate to either update the listing or remove us from such sites.
21. Affiliates are required to enter all website listings they wish to promote us on registration, we can fail the affiliate application if the websites are not suitable.
22. The Affiliate shall not, during the term of these Terms, market, promote or otherwise refer customers to any of Bitpanda's competitors or persons providing services similar to the Services.
23. Fraudulent or Malicious Activity:You agree not to engage in, attempt to engage in, or encourage or assist others to engage in any Fraudulent or Malicious Activity while participating in the Program. “Fraudulent or Malicious Activity” means any false or unscrupulous activity conducted to generate Commission from Bitpanda Affiliate Program. Fraudulent or Malicious Activity includes but is not limited to any of the following:
24. Using stolen data for lead generation or stolen credit cards to generate sales; 
25. Duplicate transactions, if the user establishes a second or duplicate account with Bitpanda; 
26. Rapid deposit withdrawals, if the user deposits funds into their Bitpanda account and withdraws the funds within 48 hours of the deposit being made; 
27. Rapid trade withdrawals, if the user makes their first trade and withdraws funds within 48 hours of the trade being made; 
28. Deposit/withdrawals without other activity, if the user only deposits/withdraws funds without other trading activity; 
29. Typosquatting, or URL hijacking domains that are near those of the company’s name or products to pick up a referral from the redirect; 
30. Getting people to download adware or spyware that inserts affiliate code automatically; 
31. Cloning other affiliate site’s content to steal away traffic; 
32. Buying Google AdWords on the search terms where a company or its products are already ranked; 
33. Cookie stuffing all visitors to a website to profit if a visitor buys something later for unrelated reasons;
34. Spoofing traffic and auto-filling forms with software. 

Bitpanda reserves the right to reject or withdraw payment on actions that are considered to be Fraudulent or Malicious Activity.

1. Bitpanda reserves the right to take legal actions against the Affiliate in the event the Affiliate shall attempt to manipulate and/or  abuse Bitpanda’s Affiliate Program. Without limitation of the foregoing, Bitpanda reserves the right to withhold, setoff, and/or deduct from any Commission due to Affiliate hereunder in the event of such manipulation and/or abuse and may also terminate these Terms with immediate effect. 
2. Affiliate Code of Conduct: Affiliate shall abide by the highest standards of ethics and professionalism. Without limiting the generality of the foregoing, Affiliate shall not misrepresent the Services in any way. The Affiliate must not promote Bitpanda alongside or on the same site that includes any of the following content: violence, racist, adult, scams, multi-level marketing, drugs or any other illicit substances, unlicensed investment advice in relation to financial instruments or any other illegal content. The Affiliate shall not compete or interfere with Bitpanda’s direct advertising and social network marketing efforts. 

F. Intellectual Property

1. Bitpanda hereby grants to the Affiliate and the Affiliate hereby obtains from Bitpanda a limited, royalty-free, nonexclusive, personal, non transferable, non-assignable and non-sub-licensable licence to display the Bitpanda Brands in the Affiliate Websites solely for the purpose of promoting and marketing the Services.

2. The Affiliate acknowledges and agrees that: (a) it will use the Bitpanda Brands only as permitted hereunder; (b) it will use the Bitpanda Brands in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Bitpanda; (c) the Bitpanda Brands are and shall remain the sole property of Bitpanda; (d) nothing in these Terms shall confer in the Affiliate any right of ownership in the Bitpanda Brands and all use thereof by the Affiliate shall inure to the benefit of Bitpanda; and (e) the Affiliate shall not, now or in the future, attempt to register any Bitpanda Brand and/or domain name and/or contest the validity of any Bitpanda Brands or use any term or mark confusingly similar to any Bitpanda Brands.

G. Confidentiality 

1. Both parties  agree not to disclose, reproduce, distribute, or otherwise make  any confidential information available to any third party concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by Section G.2. The term confidential information refers to any non-public information, including but not limited to trade secrets, business plans, financial data, customer information, technical specifications, and any other information that is marked or reasonably understood to be confidential.
2. Each party may disclose the other party's confidential information: 
3. to its employees, officers, representatives, auditors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Section G.2;

b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and

c. where such information is already in the public domain. 

1. Neither party shall use the other party's confidential information for any purpose other than to fulfill obligations outlined in these Terms. 

H. Limitation of Liability and Indemnity

1. Bitpanda shall not be responsible for any of the Affiliate's activities relating to these Terms or otherwise, including the Affiliate's marketing activities or content on the Affiliates Websites.
2. Notwithstanding any other provision of these Terms, neither party's liability under or in connection with this agreement shall be excluded or reduced to the extent that it arises for death or personal injury or for fraud or fraudulent misrepresentation.
3. Bitpanda shall not have any liability to the Affiliate (including any liability in tort) under or in connection with these Terms for any loss of profits, loss of revenue, loss of or damage to reputation or goodwill, loss of opportunity, or losses or liabilities under or in relation to any other contract.
4. Subject to section H.2, Bitpanda's aggregate liability to the Affiliate shall not exceed the amount of Commission paid under these Terms in the 12 (twelve) months period preceding the event giving rise to such liability.
5. We disclaim all liability with respect to Impact Radius. We do not promise to make the affiliate tool available to you, and we may choose to do so, or not to do so, at our discretion. 
6. You agree to defend, indemnify, and hold harmless Bitpanda (and each of our owners, officers, directors, employees, agents, licensors, and affiliate entities) (collectively the “Bitpanda Indemnitees”) from and against any and all losses, costs, expenses, damages, regulatory fines, and/or liability of any kind, including attorney’s fees, that a Bitpanda Indemnitee may incur or suffer as a result of any claims, suits, proceedings, or investigations asserted or commenced by any third party, which arise out of or are in any way connected with (a) your participation in the Program; (b) Affiliate Websites or Promotional Content; (c) your breach or alleged breach of these Terms; or (d) your violation or alleged violation of any law or the rights of a third party.

I. Payments 

1. Bitpanda will pay to the Affiliate a Commission as set forth in section C. of these Terms, calculated in accordance with the payment or billing terms outlined in each offer posted by Bitpanda on the program site. Payment and billing plans (e.g. weekly or monthly) can be changed by Bitpanda by giving the Affiliate 24 hours notice via Impact Radius or email.

J. Termination 

1. These Terms may be terminated with immediate effect by either party, with or without cause, by providing the other party with written notice of termination or notice via Impact Radius. If the Affiliate breaches this Agreement by marketing, advertising, or engaging in any promotional activities related to Bitpanda and its Services within the territories explicitly designated as ‘Restricted Territories’ in this Agreement, Bitpanda reserves the right to suspend or terminate with immediate effect the Affiliate’s participation in the Affiliate Program, either temporarily or permanently, at our sole discretion (“Restricted Territory Breach”). The Affiliate shall forfeit any and all Commissions, earnings, or incentives earned from such activities within the Restricted Territories. In addition, Bitpanda may pursue legal action against the Affiliate for any damages or losses incurred as a result of the breach, including but not limited to injunctive relief. 
2. Upon termination, (a) Affiliate shall (i) immediately stop promoting Bitpanda and its Services, cease all use of Bitpanda’s marketing material, including Bitpanda Brands’ logos, marks, banners, images, content, trademarks, and software, and remove the Tracking Link from the Affiliate Website (ii) remove and return or destroy all Promotional Content, and (b) Bitpanda shall have no further obligations to Affiliate under this Agreement, including the payment of any pending or prior earned Commission. 
3. Any New Customer sent to Bitpanda via the Tracking Links after Termination will not generate any Commission payable by Bitpanda to the Affiliate. Unless terminated by Bitpanda for breach of these Terms by the Affiliate, termination of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties, including Commission, that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.
4. The provisions of this section J and sections A (Definitions), G (Confidentiality), H (Limitation of liability), K (General provisions) shall remain in effect notwithstanding termination of these Terms.

K. General

1. These Terms (and any dispute or claim arising from and/or relating to them or their subject matter, enforceability, or termination (including non-contractual claims) are to be governed by and construed in accordance with Austrian law, and the courts of Austria shall have jurisdiction to settle any claim, dispute, or issue between the parties whether arising out of or in connection with these Terms or otherwise (including non-contractual claims). Such jurisdiction shall be exclusive and each party agrees that it will not institute proceedings in the courts of any country other than Austria.
2. A person who is not a party to these Terms has no right to enforce any terms of these Terms.
3. These Terms are not intended to and do not operate to create a partnership between the parties.
4. The rights granted to the Affiliate by Bitpanda are not exclusive in any manner, and nothing herein shall limit, prevent, or preclude Bitpanda 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 Bitpanda from promoting and/or marketing its Services.
5. These Terms (as amended from time to time) and the Affiliate Program Registration Form constitute the entire agreement between the parties.
6. A waiver of any term, provision, or condition of, and any consent or approval granted under this agreement will be valid only if it is in writing, signed by the party giving the waiver or granting the consent or approval. Any such waiver, consent, or approval will be valid only in the particular instance and for the particular purpose for which it is given and will not constitute a waiver of any other right or remedy.
7. Any failure (in whole or in part) to exercise or delay in exercising any right, power or remedy ("Right") available under these Terms or in law will not constitute a waiver of that or any other Right nor will any single or partial exercise of any Right preclude any other or further exercise of that or any other Right. The rights and remedies provided by this agreement are cumulative and (unless otherwise expressly stated in this agreement) may be exercised without excluding any other rights or remedies provided for by the applicable law.
8. 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.
9. These Terms have been written in English, any translation of these Terms shall be for convenience purposes solely and shall not have any material effect on the interpretation of these Terms. In case of any inconsistency or conflict between the English version of these Terms and any translation thereof, the English version shall prevail.