Last updated

Last updated

Last updated

These Nansen Affiliate Program Terms and Conditions (the “Terms”) govern your participation in any Nansen Affiliate Program (“Program”) offered by Nansen (“Nansen”, “we”, “us”, or “our”). By participating in a Program, you agree to accept and comply with these Terms, which may be modified by Nansen in its sole discretion from time to time, in which case the new Terms will supersede prior versions. Your continued participation in any Program following the effective date of any such modification may be relied upon by Nansen as your consent to any such modifications. If you participate in a Program as a representative of an entity or organization, you hereby represent and warrant that you have the authority to register that organization in our Program and bind that organization to these Terms.

For clarity, these Terms apply to various Programs which may be offered by Nansen from time to time. Each Program may have its own specific terms and conditions (“Program Specific Terms”). If a conflict arises between these Terms and any Program Specific Terms, these Terms will prevail unless the Program Specific Terms expressly states otherwise.

1. Eligibility for Program

These Terms apply to select Nansen users whom Nansen partners with to actively promote Nansen and our products and services. Once participating in a Program, you will be referred to as an “Affiliate”. As an Affiliate, you may be eligible to receive compensation or other in-kind benefits by creating, sharing, or distributing content about Nansen’s services, and by referring new users to Nansen, subject to the terms and conditions of the applicable Program Specific Terms. All information collected in connection with your participation will be handled in accordance with our Privacy Policy. Nansen reserves the right to terminate your participation in a Program at any time.

1.1 Program Compliance Requirements

1.1 To participate in a Program and receive compensation or other in-kind benefits ("Affiliate Compensation"), you must comply with these Terms and our Program Specific Terms, including the performance expectations set out in Section 4 (Performance Expectations). We monitor the content, websites, social media accounts, and other marketing channels that you use in connection with your participation, and we reserve the right to do so at any time and without notice, to assess your compliance with these Terms. While we monitor for compliance, we are not obligated to review all of your content, and our monitoring (or any failure to monitor or to detect a breach) does not waive any of our rights, and does not relieve you of any of your obligations or of responsibility for your content and conduct.

1.2 Other Applicable Terms

By participating in a Program, you also agree to be bound by, and comply with, the following (each as amended from time to time): (i) the Nansen Affiliate Marketing Terms; (ii) the Nansen Terms of Service; and (iii) any relevant marketing guidelines or FAQs that Nansen releases, including the Affiliate Trading Program FAQ and the Affiliate Trading Program Quick Start Guide. Nansen reserves the right to amend these Terms, or any aspect of any Program, at any time. Breach of any of the foregoing may result in removal from the Program.

1.3 Violations

If you breach these Terms, our Program Specific Terms, or any other applicable terms and conditions (including but not limited to our Terms of Service), we reserve the right, in addition to any other available rights or remedies, to permanently withhold all Affiliate Compensation that was offered to you under any Program.

2. Affiliate Mechanics

If any compensation or in-kind benefits are contemplated by the Program that you participate in, the following shall apply unless expressly specified otherwise in the applicable Program Specific Terms.

2.1 Affiliate Links and Earning Opportunities

As an Affiliate in a Program, you may receive a unique affiliate link for the purposes of your participation (“Affiliate Link”). Your Affiliate Link will be issued to you following onboarding and will be in the format nsn.ai/[handle]. Through your Affiliate Link, you may participate in the following earning opportunities, each of which is subject to its respective terms set out in Section 3 (Affiliate Compensation Schedule) and any applicable Program Specific Terms:

• Subscription Referrals: commissions earned from new user subscriptions to Nansen analytics services; and

• Trading Referrals: revenue share earned from users who trade with Nansen through Nansen’s Affiliate Trading Program.

In respect of Trading Referrals, the relevant trading action by a referred user must be completed within thirty (30) days from the time the Affiliate Link is clicked.

In respect of Trading Referrals, the relevant trading action by a referred user must be completed within thirty (30) days from the time the Affiliate Link is clicked.

2.2 Successful Referrals and New Users

For purposes of these Terms:

• a “New User” means a person who has not previously registered for a Nansen account, or an existing Nansen user who has not previously purchased a Qualifying Plan;

• a “New Trading User” means a New User who first trades with Nansen via your Affiliate Link following the launch of the Affiliate Trading Program;

• a “Successful Referral” occurs when a New User purchases a Qualifying Plan, or a New Trading User completes a qualifying trading transaction, through your Affiliate Link, and (in the case of subscriptions) the New User does not discontinue or terminate their subscription; and

• a “Qualifying Plan” means Nansen Pro, or such other subscription plan as Nansen may designate from time to time.

You will not be eligible for any Affiliate Compensation in respect of referrals that we determine, in our sole discretion, to be the result of any prohibited activity, including but not limited to the use of bots, the creation of fake accounts, spammy behaviour, or any other activity intended to circumvent or game these Terms.

2.3 Eligibility for Affiliate Compensation

You are only eligible for Affiliate Compensation under a Program for customer transactions completed through: (i) the Affiliate Link we provide to you, and (ii) Nansen’s self-service purchase or transaction process. If a prospective customer does not complete a purchase or qualifying transaction after clicking on your Affiliate Link, you will not be eligible for any Affiliate Compensation. This applies even if the customer later buys a subscription directly from Nansen’s website or through another link. If a customer enters the purchase process through your Affiliate Link but completes their purchase through a Nansen account executive or another sales-assisted process, you will not receive any Affiliate Compensation. Unless stated otherwise in the Program Specific Terms, you are only eligible for Affiliate Compensation on the qualifying transactions specified in the Program Specific Terms. You will not be eligible for any Affiliate Compensation if the first click on the Affiliate Link occurs after your participation in a Program has ended or been terminated.

2.4 Responsibility for Taxes

You are solely responsible for complying with all relevant regulatory and tax requirements that may be applicable to your participation and receipt of Affiliate Compensation from any of our Programs, including but not limited to paying any taxes imposed by a governmental authority on any Affiliate Compensation you receive.

2.5 No Employment or Agency Relationship

Your participation in any Program or receipt of any Affiliate Compensation does not establish any employment or agency relationship with Nansen. You acknowledge that you are not entitled to any compensation, options, stock, or other rights or benefits typically provided to our employees. You also have no authority to make any representation, contract, or commitment on behalf of Nansen, except that you may market and promote Nansen and our products/services within the scope of the Program you are registered for, subject to the terms and conditions of these Terms.

3. Affiliate Compensation Schedule

3.1 Schedule

Subject to these Terms and any applicable Program Specific Terms, Affiliate Compensation shall be as set out in the Referral Program.

3.2 New User Discount

In connection with Subscription Referrals, Nansen may make available a one-time discount of ten percent (10%) off the Qualifying Plan’s subscription price for the first transaction made by a New User who applies an Affiliate Link (the “New User Discount”). The New User Discount applies only to the first subscription (whether Monthly or Yearly) and is only valid for users who have never had a paid Nansen subscription. Subsequent subscriptions by the same New User will be at the standard rate without the New User Discount.

3.3 Payment Currency

Payouts will be in USD, USDC, or such other currency or digital asset as Nansen may determine from time to time, with details communicated separately.

3.4 Payout Mechanics

Payouts shall be made to the Affiliate’s Nansen wallet.

3.5 Modifications

Nansen may modify the Qualifying Plan(s), commission rates, payout methods, accrual and payout timing, and other terms set out in this Section 3 from time to time in its sole discretion.

4. Performance Expectations

As an Affiliate, you are partnering with Nansen to actively promote Nansen and our products and services. Accordingly, you are subject to the following performance expectations during your participation in a Program (collectively, the “Performance Expectations”). The applicability and specific values of any Performance Expectations to a particular Program will be set out in the Program Specific Terms or otherwise communicated to you in writing.

For purposes of this Section 4, “Revenue” refers to revenue generated for Nansen as a result of qualifying transactions completed through your Affiliate Link, calculated in accordance with the applicable Program Specific Terms.

For purposes of this Section 4, an Affiliate is considered "Inactive" if they have in any rolling six (6)-month period failed to meet the threshold for any or all of the following activities:

• generated Revenue;

• produced promotional content referencing Nansen or its products/services; and/or

• generated no clicks, referrals, or promo code applications through their Affiliate Link in

Nansen may determine Inactive status in its sole reasonable discretion, having regard to the data available to it at the time of assessment.

4.1 Probationary Period

All new Affiliates are subject to a probationary period commencing on the date of onboarding into a Program and continuing for the first one (1) month thereafter (the “Probationary Period”). During the Probationary Period, you must generate a minimum of one United States dollar (US$1) in Revenue.

4.2 Ongoing Performance Expectations

Following successful completion of the Probationary Period, your performance will be assessed in successive six (6)-month periods (each, a “Review Period”). For each Review Period, you must generate Revenue, with such threshold being determined at Nansen’s sole discretion.

4.3 Activity and Content Expectations

In addition to, or in lieu of, the Revenue thresholds set out in Sections 4.1 and 4.2, Nansen may, at its discretion, require an Affiliate to satisfy certain activity- and content-related expectations, including but not limited to (i) a minimum number of unique referral link or promo code applications generated through marketing efforts, and (ii) a minimum number of posts or other promotional content pieces about Nansen per month or per Review Period (collectively, the "Activity and Content Expectations"). Where Activity and Content Expectations apply, the specific requirements (and whether they apply in addition to, or as an alternative to, the Revenue thresholds) will be set out in the Program Specific Terms or otherwise communicated to you in writing.

By way of illustration only, Nansen may apply the Activity and Content Expectations on an "either-or" basis with the Revenue thresholds (e.g., during the Probationary Period, an Affiliate may satisfy the applicable Performance Expectations by generating either a minimum of one United States dollar (US$1) in Revenue or by publishing a minimum of two (2) posts about Nansen).

4.4 Inactive Affiliate Review and Offboarding

Nansen conducts periodic reviews of its Affiliate roster (each, a "Roster Review") to assess whether Affiliates meet the Performance Expectations and to identify Inactive Affiliates. Roster Reviews may be conducted at any time, at Nansen's sole discretion, and do not require advance notice to Affiliates. Where Nansen determines, following a Roster Review, that an Affiliate has been Inactive, Nansen may, in its sole discretion, take one or more of the following actions:

• Notice of Inactive Status. Notify the Affiliate informing them of their Inactive status and the grounds for that determination (a "Performance Notice").

• Cure Period. At Nansen's discretion, grant the Affiliate a period of no less than thirty (30) days from the date of the Performance Notice to demonstrate renewed activity meeting the applicable Performance Expectations (a "Cure Period"). Nansen is not obligated to offer a Cure Period and may proceed directly to termination for Inactive Affiliates.

• Termination. If, following the expiry of any applicable Cure Period, or immediately where no Cure Period is granted, the Affiliate remains Inactive or otherwise fails to meet the applicable Performance Expectations, Nansen may terminate the Affiliate's participation in the Program with immediate effect, by providing written notice to the Affiliate.

For the avoidance of doubt, Nansen may exercise its rights under this Section 4.4 in respect of multiple Affiliates simultaneously as part of a single Roster Review exercise. Termination of multiple Inactive Affiliates pursuant to a Roster Review does not constitute a modification of these Terms and does not require individualised justification beyond the written notice referred to in this clause.

4.5 Consequences of Non-Compliance

Failure to meet the applicable Performance Expectations during the Probationary Period or any Review Period may result in suspension or termination of your participation in the Program at Nansen’s sole discretion, without any obligation on Nansen’s part to pay any Affiliate Compensation that has not yet accrued at the time of suspension or termination. Nansen may, at its discretion, allow an Affiliate additional time or alternative arrangements to meet the Performance Expectations.

4.6 Recognition for Successful Completion

Affiliates who successfully complete the Probationary Period may, at Nansen’s discretion, receive recognition rewards, including complimentary access to a Nansen Pro subscription, or such other benefits as Nansen may determine from time to time.

5. Participation and Compliance

5.1 Compliance

Our Affiliates are allowed to market and promote Nansen and our products/services to potential customers, but only according to these Terms. All marketing and promotional activities must be carried out accurately and honestly, without making any false or misleading claims about us or our products/services. You agree to comply with all relevant laws, rules, regulations, industry best practices, and regulatory guidelines related to sponsored posts and advertising copy. If Nansen requests the removal of an Affiliate Link from any website or marketing channel(s), you must comply within twenty-four (24) hours.

5.2 Restrictions on Marketing Content or Materials

Without limiting the above, you must not use any marketing content or materials which:

• falsely claim to be from Nansen;

• violate any laws or regulations;

• are misleading, false, or inaccurate;

• are offensive, obscene, or inappropriate;

• disparage Nansen and/or our products/services; or

• infringe upon a third party’s intellectual property rights.

5.3 Other Restrictions

In addition to the above, you agree not to:

• misrepresent or embellish our relationship with you (including by implying that we support, sponsor, or endorse you), or suggest any affiliation between us and you or any other person or entity;

• present yourself as a Nansen employee or representative;

• disrupt the operation of any Program;

• remove or alter any copyright, proprietary rights notices, or other notices within Nansen’s content;

• modify, obscure, minimize, or alter the information in Nansen’s content;

• use any Affiliate Link on coupon deal or aggregator websites;

• act as a reseller of our products/services;

• use any name or mark similar to Nansen’s without written approval;

• use any bots, fake accounts, spam, or other artificial means to generate clicks or referrals through your Affiliate Link;

• use your Nansen Affiliate Link in a spammy manner; or

• violate our Terms of Service with your use of the Nansen Affiliate Link.

5.4 Geo Restrictions

The following countries and regions are restricted from accessing the Nansen application in respect of trading services (the “Restricted Jurisdictions”): the Gelephu Mindfulness City Special Administrative Region and the Kingdom of Bhutan, Singapore, Cuba, Iran, North Korea, Syria, certain regions in Ukraine (including Crimea, Donetsk, and Luhansk) In addition, access to and use of the Perpetuals Feature (as defined in our Terms of Service) is further restricted in, and is not available to any person located in, accessing from, or resident in, the United States and the United Kingdom. Affiliates must not (i) encourage anyone to use a VPN or any other method to circumvent geoblocking applicable to the Restricted Jurisdictions, or (ii) encourage anyone in the Restricted Jurisdictions to trade with Nansen. Nansen may suspend Affiliate Compensation and remove Affiliates from the Program for failure to comply with this Section 5.4.

5.4A Restricted Products (Prediction Markets)

In addition to, and without limiting, Section 5.4, you must not promote, advertise, market, solicit for, refer, link to, or otherwise direct any person to Nansen's prediction markets or any prediction market trading feature (including any event-contract or prediction-market-style feature, however described or labeled):

(a) where that person is located in, resident in, or accessing Nansen from Singapore or the United Kingdom; or

(b) through any website, social media account, channel, content, campaign, or Affiliate Link that targets, or that you know or reasonably should know is likely to reach, persons located or resident in Singapore or the United Kingdom.

You are responsible for taking reasonable steps to ensure that your promotional activities relating to prediction markets are not directed at, and do not invite participation from, persons in these jurisdictions, regardless of the language used or your own location. You will not be eligible for, and will not earn, any Affiliate Compensation (including any Trading Referrals (Beta) revenue share) in respect of prediction-market activity by any person in Singapore or the United Kingdom. Nansen may add to or amend the list of restricted jurisdictions, products, and features at any time, with any such change effective on notice to you, including by updating these Terms or the applicable Program Specific Terms.

5.5 No Airdrop References

To protect the integrity of the Program and ensure accurate representation of the Nansen Points Program, Affiliates are strictly prohibited from mentioning or implying that Nansen offers a token airdrop or similar speculative rewards. Nansen has not announced any official airdrop, and Affiliates are expressly expected not to post about any confirmed Nansen airdrop. Any content which suggests a confirmed airdrop will result in immediate termination of the Affiliate’s participation in the Program, with account deactivation and final commissions paid within a two (2)-month period. Nansen will monitor Affiliate content via platform analytics and community reports, and any suspected violations should be reported to the Affiliate manager for review.

5.6 Nansen Customers

Our customers are not, by virtue of your participation in a Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to those customers and may be changed at any time. Similarly, API users are not your customers, and all terms regarding API usage, including rate limits, data access, and permitted uses are governed exclusively by our API Terms of Service. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Nansen or our products/services, you will direct customers to contact support@nansen.ai, or to follow instructions on our website to address customer service issues.

5.7 Nansen Affiliate Content

To support your advertisement and marketing of the Services, we may provide you with data, images, text, link formats, widgets, links, Nansen Marks, marketing content, and other linking tools, application program interfaces, and other information related to the Program and our products/services (“Nansen Affiliate Content”). You are permitted to use the Nansen Affiliate Content solely for the purposes of marketing and promoting our products/services in accordance with these Terms. If we update the Nansen Affiliate Content, you should make a reasonable effort to use the updated content and stop using the previous version.

5.8 Publicity

We may, and you agree to grant us permission to, use your name, likeness, and public marketing content regarding our products/services solely to reference you as an Affiliate in a Program through Nansen-owned or operated channels, including digital channels, social media, and websites. You may revoke this grant at any time by sending an email to affiliates@nansen.ai with your notice of revocation, and we will use commercially reasonable efforts to cease new uses of such references within 5 business days and to update our website and social media and marketing channels to remove any past references.

6. License and Ownership

6.1 License to Nansen Affiliate Content and Marks

Subject to these Terms, we grant you a limited, nonexclusive, revocable, non-transferable, non-sublicensable royalty-free license to: (a) use, reproduce, distribute, perform, display and prepare derivative works of the Nansen Affiliate Content; and (b) use and display our name, logo, trademarks, and other brand identifiers (“Nansen Marks”) for the sole purpose of promoting our products/services and Nansen and in accordance with any branding guidelines we provide and any applicable Program Specific Terms. All use of Nansen Marks (and goodwill associated therewith) inures to our benefit.

6.2 Ownership

You own and retain all intellectual property rights in your content, except (i) to the extent such content incorporates any Nansen Intellectual Property; and (ii) for the licenses granted herein. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. We own and retain all intellectual property rights in our products/services, Nansen Affiliate Content, and Nansen Marks, including any modifications and derivative works thereto (“Nansen Intellectual Property”), and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to Nansen.

6.3 License to Your Content

You grant us a limited irrevocable, perpetual, worldwide, nonexclusive, transferable, and royalty-free license to copy, use, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create in connection with your participation in any Program through any medium or channel, including Nansen-branded digital channels, social media, or websites (including re-posting or re-sharing the original content), solely to promote Nansen and Nansen’s products and services.

7. Confidentiality

In the event that you receive information, materials or knowledge regarding us and our business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential (“Confidential Information”) in the course of your participation in our Programs, you shall hold such Confidential Information in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information in relation to the Program. If you are an organization, you may share Confidential Information with your employees or professional advisors who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in these Terms. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any third-party, except as specifically authorized by us in writing.

8. Suspension and Termination

You acknowledge and agree that either you or we may suspend or terminate your participation in a Program at any time, with or without cause, by giving the other party written notice. Accordingly, your rights to use any Affiliate Link, Nansen Affiliate Content, and the Nansen Marks shall cease upon suspension or termination. We may hold accrued unpaid Affiliate Compensation for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or downgraded subscriptions).

9. Disclaimers

We do not make any representations, warranties, or covenants regarding the amount of traffic or rewards you can expect at any time in connection with any Program. We will not be liable for any actions you undertake based on your expectations. Any information or materials we provide, including any Affiliate Link(s), are provided “as is” without any warranties. You acknowledge and agree that Affiliate Links may operate on a “last-click” model and we are not responsible for any payment of fees if a customer transaction is not completed using your Affiliate Link. To the extent permitted by law, we expressly disclaim all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

10. Indemnification

You will defend, indemnify, and hold harmless Nansen, its officers, directors, employees, agents, and affiliates (“Indemnified Parties”) from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys’ fees) incurred by Nansen arising from any third-party claims related to: (a) your breach of these Terms or applicable law or regulation; (b) your website, your content, or materials used by you in connection with any Program; and (c) your negligence or willful misconduct. We will have the right to approve any counsel retained to defend against any claim in which Nansen is named a defendant, and we will not unreasonably withhold this approval. We will have the right to control and participate in the defense of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.

11. Limitation of Liability

To the extent permitted by applicable law, we will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising in any manner, even if we were aware of the possibility of such damages, and despite the failure of the essential purpose of any limited remedy stated in these Terms. Our liability arising out of these Terms will not exceed the greater of (i) the amount actually paid or payable to you under these Terms for the applicable Program in the twelve months prior to when the claim arose; or (ii) US$500.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of Gelephu Mindfulness City, Kingdom of Bhutan. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

13. Other Terms

13.1 General

These Terms supersede any prior agreements or understandings between all parties regarding the subject matter hereunder. The Terms, including any Program Specific Terms, constitute the entire agreement between the parties related to this subject matter. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Terms will remain in full effect. A waiver of any default is not a waiver of any subsequent default. There are no third-party beneficiaries to these Terms.

13.2 No Assignment

You cannot assign these Terms, whether by operation of law or otherwise, without our express prior written approval. Subject to this restriction, these Terms will be binding on, benefit, and be enforceable against all parties, their successors, and assigns.

13.3 Survival

All sections in these Terms, which are either explicitly stated to survive or are implicitly intended to survive termination or expiration, shall continue to survive regardless of the termination or expiration of the Terms.

13.4 No Economic Sanctions

By participating in a Program, you declare and ensure that you are not subject to any sanctions regulations, nor do you reside in a country that is subject to any sanctions regulations.