Operating Agreement


Liquid Avatar Referral Rewards Program Agent Agreement

Version 1.0 March 2020

Welcome to the Liquid Avatar Referral Rewards Program

Any person or entity that wishes to participate in our referral rewards program (the “Liquid Avatar Referral Rewards Agent Program” and such person or entity, “you”, or an “Agent”, with each being a “Party” or together with Liquid Avatar, the “Parties”) must accept this Program Agreement (this “Agreement”) without change. By registering for the Referral Reward Agent Program or using this Site, being www.liquidavatar.com its associated pages and / or links, you explicitly agree to be bound by this Agreement with KABN (Gibraltar) Limited (“Issuer” or “KABN”) the owner of Liquid Avatar, including its policies, related and referred to websites, links and other items as defined.

Please read this Agreement carefully and in full.
The Liquid Avatar Referral Rewards Agent Program provides a potential opportunity to monetize your online presence (your user content, social media, website or other content, referred to here as your “Site"), by placing on your Site links to Liquid Avatar (“Liquid Avatar”, “us” or “our”). The links must properly use the referral “tagged” link formats we provide and comply with this Agreement (“Referral Links”).
When your site visitors click through the Referral Links to Liquid Avatar, you will, subject to the provisions of this agreement, receive rewards (including, but not limited to fees, incentives, swag, etc.) for referring users, as further described in (and subject to the limitations in) the Rewards Table on this site. In order to facilitate your advertisement of Referral Links, we may make available to you links, images, text, link formats, widgets, data, marketing and other content, and other linking tools, application programming interfaces, and other information in connection with the Liquid Avatar Referral Rewards Agent Program (“Content”).

1. Clearly Identifying Yourself as a Liquid Avatar Referral Program Agent
Using your Site and any outreach you do where you make any reference to the Liquid Avatar Referral Rewards Agent Program, you must clearly state that you receive fees for referring users to Liquid Avatar. You will not misrepresent or embellish any relationship between yourself and Liquid Avatar and you may not describe any portion of this Agreement except as expressly permitted by this Agreement.

2. Your Compliance is Required
As an Agent for the Liquid Avatar Referral Rewards Agent Program, you agree that you meet all the necessary qualification required by Liquid Avatar, KABN and you must comply with all facets of this Agreement to be eligible to participate in the Liquid Avatar Referral Rewards Agent Program and receive the associated rewards.
If you violate any part of this Agreement, Liquid Avatar reserves the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all fees otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Liquid Avatar to recover damages in excess of this amount, or to any other rights or remedies that may be available to Liquid Avatar.

3. Liquid Avatar Users
Any Users acquired by Liquid Avatar through your participation in the Liquid Avatar Referral Rewards Agent Program are not to be considered your customers. Liquid Avatar will have a separate user agreement that will govern a User’s ability to access any services through Liquid Avatar. At no time are you to provide any information other than if furnished to you by Liquid Avatar for specific use to communicate with a referral. You are not become involved in any matters relating to interaction between a User and Liquid Avatar and if a User were to contact you for this reason, you are only permitted to state that customer service issues must be addressed directly to Liquid Avatar. This Agreement will not be deemed to create any exclusive relationship between the Agent and Liquid Avatar. You agree that nothing in this Agreement will be construed as (a) the formation of a partnership or joint venture between You and Liquid Avatar; (b) the creation of a trust or similar fiduciary relationship between the Parties; or (c) any employer-employee relationship between the Parties. Neither Party in this Agreement is authorized to make any contracts, representations, warranties or commitments on behalf of the other Party and the Parties agree that they will not do so or purport to be authorized to do so.

4. Term and Termination
This Agreement will commence upon your registration for or use of the Liquid Avatar Referral Rewards Agent Program site. Either Party may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be seven (7) calendar days from the date notice is provided. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement, (b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement (including any Program Policy); (c) we believe that we may face potential claims or liability in connection with your participation in the Liquid Avatar Referral Rewards Agent Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Liquid Avatar Referral Rewards Agent Program; (e) your participation in the Liquid Avatar Referral Rewards Agent Program has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (h) we have terminated the Liquid Avatar Referral Rewards Agent Program. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of this Section will be deemed a material breach of this Agreement. We may hold accrued unpaid rewards for a reasonable period of time following termination to ensure that the correct amount is paid (for example, for the full confirmation of registration of Users referred by you).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 1, 3, 4, 5, 6, 7, 8, 10, 11 and 12 of this Agreement, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

5. Confidentiality
As a Liquid Avatar Referral Rewards Agent, you acknowledge that any Confidential Information, including the contents of this Agreement and your participation in the Liquid Avatar Referral Rewards Agent Program, or Trade Secrets are within the exclusive knowledge and possession of Issuer, and are not generally available to the public. You further acknowledge that any Confidential Information or Trade Secrets are the result of great effort and expense by the Issuer and are critical to the success and survival of the Issuer, and that the unauthorized disclosure or use of the Confidential Information or Trade Secrets would cause the Issuer irreparable harm. Accordingly, you agree that the restrictions contained in this Agreement are reasonable and necessary to protect the Issuer’s legitimate business interests. You further agree to keep all matters entrusted to you and shall not use or disclose or attempt to use or disclose any such information in any manner which, among other things, may be calculated to injure or cause loss whether directly or indirectly to the Issuer.
Further, the you agree that during the Term of this Agreement and thereafter, the you shall not make, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, pictures, specifications, software programs, data, documentation or other material containing the Trade Secrets or Confidential Information belonging to the Issuer or concerning any of your dealings or affairs with the Issuer, (collectively, the “Issuer Property”) and shall not misuse the branding of the Issuer or disparage the Issuer.
As used herein, “Trade Secrets” means information, without regard to form, including without limitation, client lists, customer lists, brands and logos and other proprietary materials, formulas, patterns, compilations, programs, devices, methods, techniques, or processes that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. As used herein, “Confidential Information” means information, other than Trade Secrets, that is of value to the Issuer and is treated as confidential. Trade Secrets and Confidential Information may include, without limitation, information with respect to the Issuer’s organization, business, finances, inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, woks of authorship, customer lists, projects, plans, proposals, computer password(s), access number(s) as well as specifically including all client and user lists. Your obligations with respect to (i) Trade Secrets will survive for so long as such information constitutes a Trade Secret, (ii) Confidential Information will survive indefinitely following the termination of this Agreement by either Party.
The Parties to this Agreement acknowledge that a breach by you of any terms or conditions of this Agreement shall result in irreparable harm to the Issuer and that the remedies at law for such breach may not adequately compensate the Issuer for damages suffered. Accordingly, you agree that in the event of such breach, the Issuer shall be entitled to injunctive relief or such other equitable remedy as a court of competent jurisdiction may provide in any jurisdiction where equitable relief is appropriate. Nothing contained here will be construed to limit the Issuer’s right to any remedies at law, including the recovery of damages for breach of this Agreement. Therefore, the Issuer shall be entitled to specific performance and injunctive and other forms of equitable relief without the requirement to post a bond or other form of security in addition to the Issuer’s remedies at law, including an injunction restraining you from committing or continuing such breach.

6. Warranties
You represent, warrant, and covenant that (a) you will participate in the Liquid Avatar Referral Rewards Agent Program and create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Liquid Avatar Referral Rewards Agent Program nor your creation, maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Liquid Avatar Referral Rewards Agent Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Liquid Avatar Referral Rewards Agent Program or use any other Service Offerings if you are the subject of OFAC sanctions or of sanctions consistent with OFAC restrictions imposed by the governments of the country where you are using any Service Offering; (f) separate and apart, you will also comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Liquid Avatar Referral Rewards Agent Program is accurate and complete at all times. You can update your information by logging into your account on the Liquid Avatar Referral Rewards Agent Program site and selecting “Account Profile".
We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Liquid Avatar Referral Rewards Agent Program, and we will not be liable for any actions you undertake based on your expectations.

7. Disclaimers
THE LIQUID AVATAR REFERRAL REWARDS AGENT PROGRAM, THE LIQUID AVATAR SITE, ANY REFERRAL LINKS, LINK FORMATS, CONTENT, ADVERTISING CONTENT, OUR AND OUR DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE LIQUID AVATAR AND ALL KABN MARKS AND NAMES), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE LIQUID AVATAR REFERRAL REWARDS AGENT PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES OR LICENSORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES AND LICENSORS, INCLUDEING ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND RESPRESENTATIVES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES OR LICENSORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES OR LICENSORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE LIQUID AVATAR REFERRAL REWARDS AGENT PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE LIQUID AVATAR REFERRAL REWARDS AGENT PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY OF OUR PARENT COMPANIES, AFFILIATES OR LICENSORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WILL HAVE ANY LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR LIQUID AVATAR, KABN (GIBRALTAR) LIMITED, OUR SUBSIDIARIES, AFFILIATES AND LICENSORS, AND ALL THEIR RESPECTIVE, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY LIQUID AVATAR, KABN OR OTHER RELATED PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.

9. Good Faith
Each party will act in good faith and engage in fair dealing when taking any action under or related to this Agreement and will not do anything to hinder the rights of the other party.

10. Limitations on Liability
NEITHER WE NOR ANY OF OUR PARENT COMPANIES, AFFILIATES OR LICENSORS, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

11. Governing Law and Disputes
This Agreement will be governed by the laws of Gibraltar, without reference to rules governing choice of laws. Any dispute relating in any way to the Liquid Avatar Referral Rewards Agent Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our Parents, Subsidiaries, Licensors or Affiliated Companies must be brought first to Mediation through a mediator selected by Liquid Avatar and / or KABN, where each party shall pay their own costs. Mediation resolutions will not be binding on either party. In the event where necessary where no resolution exists, any further actions shall be brought before the courts located in Gibraltar and the Referral Agent irrevocably consents to the jurisdiction of such courts.

12. Taxes
The Parties acknowledge that the Agent is an independent contractor and that no employment relationship exists between the parties at any time. Any taxes and related obligations relating in any way to the Liquid Avatar Referral Rewards Agent Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our Parents, Subsidiaries, Licensors or Affiliated Companies will be subject to the tax provision for your geographic location and the location of any registered site as an independent contractor and that no employment relationship exists between the parties at any time.
If it is deemed necessary, we may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Liquid Avatar Referral Rewards Agent Program. In such an event, from time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

13. Additional Provisions
We may send you emails relating to the Liquid Avatar Referral Rewards Agent Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of any Referral Links and Program Content (for example, that a particular Liquid Avatar User clicked through a Referral Link from your Site before registering with Liquid Avatar,(b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see our Privacy Policy.
You acknowledge and agree that (a) we and our Parent Companies, Subsidiaries, Affiliates and Licensors may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our Parent Companies, Subsidiaries, Affiliates and Licensors may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on the Liquid Avatar website including any updates of any Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Liquid Avatar Referral Rewards Agent Program and supersedes all prior agreements and discussions.
Whenever used in this Agreement, the terms “include(s)", “including”, and “for example” are used and
intended without limitation.

14. Modification
We reserve the right to modify the Issuer, any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policies or by sending notice of such modification to you by email to the primary email address then-currently associated with your account. The effective date of such change will be the date specified, which will be no less than ten (10) calendar days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE REFERRAL REWARDS PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH TERM AND TERMINATION SECTION LISTED ABOVE.