By participating in the Partner program (“Program”), you represent that you have read, fully understand and agree to the terms of this legal agreement with BitTitan, Inc. a Washington corporation (“BitTitan”) and that you also agree to be bound by the Terms of Service, which are incorporated herein by reference.

1. Acceptance as Partner and Registration

You may apply for participation as a Partner pursuant to BitTitan’s Partner Program (“Program”) by providing all required information and by accepting the terms of this Agreement. If accepted as an Partner, you may obtain such discounts and affiliate commissions as are offered pursuant to such Program for so long as this Agreement is not terminated. BitTitan shall have the right to accept or reject you as a Partner and may terminate this Agreement at any time for any reason, subject to its obligation to make payments pursuant to Section 7 below. You agree not to register for or maintain more than one account or authorize another person to use your account.

2. Promotional Materials

Once you are accepted as a Partner, BitTitan shall make available to you certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on your website (the “Promotional Materials”). You shall display the Promotional Materials on your website provided that the manner of display complies with this Agreement.

3. Use of Promotional Materials

Your use and display of the Promotional Materials on your site shall conform to the following:

1. You may only use the Promotional Materials for the purpose of promoting BitTitan’s website (and the products and services available thereon), and for linking to BitTitan’s website.
2. You shall use only such links to BitTitan’s website as are provided to you by BitTitan.
3. You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by BitTitan without consent from BitTitan. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from BitTitan for such alteration of modification.

4. License

Upon your acceptance as a Partner, BitTitan grants to you a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified herein. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in Program or run a sub-affiliate program.

5. Intellectual Property

BitTitan retains all right, title, ownership, and interest in the Promotional Materials, including copyright, trademark, or other intellectual property rights. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with the License, as set forth in Section 4.

6. Relationship of Parties

This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between BitTitan and you (BitTitan and you shall not share profits or losses). You shall provide services for BitTitan as an independent contractor. You shall have no authority to bind BitTitan to any agreement, nor shall you be considered to be an agent of BitTitan in any respect.

7. Affiliate Payments

BitTitan shall pay you the affiliate Commissions described below with regard to Eligible Purchases by mailing a check to you payable in US dollars. An “Eligible Purchase” occurs when a customer (not you) clicks-through the link (supplied by BitTitan to you) to the BitTitan’s site and successfully completes a purchase for which BitTitan receives and retains payment; provided, however, that the customer shall be given the option of crediting another Partner for the purchase (in which case that Partner will receive the affiliate commissions described in this Section) or stating that the purchase was not the result of a referral (in which case, the purchase is not an Eligible Purchase). By way of example and not of limitation, Eligible Purchases do not occur when: (a) a customer is also participating in this Program or any other program that offers discounts or rewards, (b) a customer fails to perform all steps required by the BitTitan to complete a purchase; (c) a customer clicks a link other than one attributed by BitTitan to you; (d) the purchase occurs prior to, or after termination, of the Agreement; (e) the lead is generated through any unauthorized, fraudulent or other improper means, as determined within the sole discretion of BitTitan; (f) You fail to precisely comply with any term of this Agreement; or (g) BitTitan does not receive payment for the purchase, purchase is refunded to customer, or a payment is disputed by customer. If you are paid for an Eligible Purchase for which BitTitan does not receive timely payment, such payment shall be refunded by you and may be deducted from your future payments. In the event that BitTitan suspects any fraud or violation of this Agreement, BitTitan may refuse to make a payment with regard to particular purchases and/or may suspend payments to you entirely. You shall be required to execute a W-9 form from the Internal Revenue Service if requested to do so by BitTitan and BitTitan may withhold payment until you comply with such request. If your account information is not correct and your affiliate commission payment is returned to BitTitan by return mail and if you have not corrected such information within twelve months of BitTitan’s receipt of the returned mail, then you shall have forfeited your right to receive such payment. Any and all disputes between affiliates regarding which is entitled to an affiliate Commission shall be decided by BitTitan in its sole discretion. BitTitan reserves the right to withhold from affiliate Commissions otherwise due to you any and all taxes and fees required by governmental authorities.

8. Affiliate Commissions

1. After your acceptance as a Partner, in exchange for your compliance with and performance of the terms and conditions of this Agreement, BitTitan shall pay to you an affiliate commission (the “Commission”) of ten percent (10%) of the Net Purchase Amount for each Eligible Purchase. The “Net Purchase Amount” shall mean the actual purchase price, minus any sales tax, shipping/handling costs, and refunds.
2. BitTitan shall keep accurate and up-to-date records of the data used to determine the total amount of affiliate Commissions owed to you and such information shall be accessible to you on BitTitan’s website. If the total amount of affiliate Commission owed is not correct, BitTitan will correct it promptly after you notify BitTitan and BitTitan has investigated and verified the error. You must notify BitTitan in writing prior to payment of affiliate Commission. Once affiliate Commission is issued, BitTitan will not be required to correct the error and the Commission amount shall be deemed to be accurate.
3. BitTitan shall pay all affiliate Commissions accrued and payable to you one (1) month after the quarter following that in which the affiliate Commissions were earned (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total affiliate Commissions accrued and payable to you is less than fifty dollars ($50), then such accrued and payable balance shall be held over to the following quarter, and paid together with the affiliate Commissions due for that quarter if the total exceeds fifty dollars ($50.00).
4. In the event that you materially breach this Agreement, BitTitan may immediately terminate this Agreement and, in such event, any accrued and payable affiliate Commissions owing to you shall be forfeited, and BitTitan shall not be obligated to pay such Commissions to you.
5. All payments shall be made in US Dollars.

9. Your Representations and Warranties

You represent and warrant the following:

1. You have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
2. Your affiliate website, if any, does not contain any materials that are:
   1. Sexually explicit, obscene, or pornographic;
   2. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
   3. Graphically violent, including any violent video game images; or
   4. Solicitous of any unlawful behavior
3. You have obtained all necessary clearances, licenses, or other permission for use of any intellectual property used on your affiliate website, if any. Nothing on your affiliate website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor do you have any reason to believe that any person or entity will bring or threaten such a claim in the future.
4. You shall not use the Promotional Materials in any manner other than those set forth in Section 3 above.
5. You shall not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
6. You shall not register any domain name that incorporates BitTitan’s name, or that is confusingly similar to BitTitan’s name.
7. You shall not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing BitTitan or BitTitan’s website.

10. WARRANTY DISCLAIMER RELATING TO PARTNER PROGRAM

ALL PARTIES ACKNOWLEDGE THAT THEY HAVE RELIED ON NO WARRANTIES RELATED TO THE PARTNER PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL BITTITAN BE LIABLE TO ANY PARTY UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PARTNER PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BITTITAN’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PARTNER PROGRAM OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, AND EXPRESSLY INCLUSIVE OF ANY AND ALL BITTITAN INDEMNIFICATION OBLIGATIONS HEREUNDER, EXCEED ONE THOUSAND DOLLARS ($1000). BITTITAN EXPRESSLY DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF SERVICES OR PARTICIPATION IN PROGRAMS OR CAMPAIGNS. ALL SERVICES, PRODUCTS, PROGRAMS, PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH BITTITAN WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. BITTITAN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE SERVICES, PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE SERVICES, PRODUCTS, PROGRAMS, PROMOTIONAL MATERIALS AND CAMPAIGNS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF BITTITAN WHATSOEVER.

11. INDEMNIFICATION RELATING TO PARTNER PROGRAM

YOU SHALL INDEMNIFY BITTITAN AND HOLD HARMLESS BITTITAN FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO THE PARTNER PROGRAM OR BREACH OF YOUR WARRANTIES SET FORTH IN SECTION 10 ABOVE. YOU SHALL ALSO INDEMNIFY AND HOLD BITTITAN HARMLESS FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE PROMOTIONAL MATERIALS.

12. Confidentiality

Any information that you are exposed to by virtue of your participation in the Partner Program, which information is not available to the general public, shall be considered to be “Confidential Information.” You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless You obtain prior written consent for such disclosure from BitTitan. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.

13. Termination

Your participation in the Program shall begin upon your acceptance as a Partner by BitTitan and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause, by giving the other party notice of termination pursuant to Section 21 of the Terms of Service. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all code and links, references and trademarks on your site regarding BitTitan, and cease any and all use of Promotional Materials, BitTitan, advertiser or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Upon the termination of your participation in the Program for any reason, you shall receive affiliate Commissions only with regard to Eligible Purchases that occurred prior to such termination. BitTitan may withhold final payment of affiliate Commissions for a reasonable time to ensure that the correct amount is paid. BitTitan reserves the right to change or terminate the Program at any time upon notice to you. In the event of a modification of the Program, this Agreement shall remain in effect unless either party notifies the other of termination.

14. Taxes

BitTitan shall not be responsible for any taxes owed by you arising out of affiliate Commissions Program. BitTitan does not intend to withhold any taxes or fees from the affiliate Commissions paid to you unless required by law, in which case BitTitan shall notify you of such requirement and you hereby authorize such withholding.