Legal Documentation for Partners
“Changelly Earn” refers to the available earning programs and includes an Affiliate Program that enables you to utilize the Tools to promote our Services at Affiliate’s website or/and among your community, and Developer API that enables an exchange functionality to your service by combining your design and our API technology.
Affiliate Program Terms and Conditions
Affiliate Program Terms and Conditions
Last updated: March, 2021
You acknowledge and agree that it is your responsibility to review the updated Terms on the Website from time to time and to familiarize yourself with any modifications applicable therein. Your continued participation in the Program following such modifications will constitute an acknowledgement of the modified Terms to abide and be bound by the modified Terms.
“Changelly Affiliate Program”, “Affiliate Program”, and “Program” refer to the affiliate program offered on the Website by Changelly.
“Affiliate”, “you”, “your”, “yours” refer to the individual or entity submitting the application and participating in the Program, offered on the Website in accordance with these Terms.
“Affiliate Account” and “Account” mean the account held in the name of Affiliate with Changelly.
“Affiliate Application Form” means the form delivered by e-mail upon your registration which shall be filled out by the Affiliate for the purpose of verification.
“Affiliate Website” shall refer to the Affiliate's website, which displays Changelly Services and/or Tools and/or promotions.
“Affiliate Dashboard” refers to the online location (https://changelly.com/earn/dashboard) through which the Affiliate can manage the Affiliate Program and accept these Terms.
“Services” refer to the Changelly services offered on the Website for exchanging or buying crypto assets, which will be promoted by the Affiliate in accordance with the Terms and the material provided to the Affiliate by us.
“Tools” shall refer to the exchange widget, exchange button, and referral link offered by Changelly and that can be integrated into the Affiliate Website and enable Referrals to use the Services.
“Commission” means the fee payable by Changelly to the Affiliate based on Qualified Transactions made by a Referral.
“Qualified Transaction” means a completed purchase of Services by a Referral referred to Changelly via Tools.
To enroll into the Program, the Affiliate must register a Changelly account on the Website, fill out the Affiliate Application Form and choose the offered Tools, which setting up on the Affiliate’s Website will allow you to lead its Referrals to the Services.
By participating in the Program, you (the Affiliate) represent and warrant that:
You have read and understood all the provisions of these Terms;
All information submitted to Changelly, when verifying for the Program, is truthful, accurate, and up-to-date. You will maintain the accuracy of such information;
You have full legal capacity to enter into legally binding relations under the Terms;
Using the Website and participating in Program under the Terms does not and will not conflict with any applicable legislation, provisions, regulations, licenses, permits applicable to the Affiliate;
Using the Website and participating in the Program does not and will not constitute any violation and/or non-fulfilment of any agreement or other instruments to which You are a party or the effect of which extends to the Affiliate.
The rights granted to the Affiliate hereunder by Changelly are not exclusive in any manner, and nothing herein shall limit, prevent or preclude Changelly 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 Changelly from promoting and/or marketing its Services.
Changelly reserves the right to take legal actions against the Affiliate in the event the Affiliate shall attempt to manipulate Changelly and/or abuse Changelly’s Affiliate Program. Without limitation of the foregoing, Changelly 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.
3. Affiliate Restrictions
You acknowledge and agree that you shall NOT:
Use the referral links to exchange assets by yourself;
Advertise on our brand name;
Engage in activities that Changelly determines, in its sole discretion, to be harmful to its customers, employees, operations, or reputation; or
Make or give any promises, representations, warranties or guarantees, and financial adviсes, whether expressed or implied to Referrals on behalf of Changelly;
Make any claims, statements or representations concerning Changelly, its Services that are false, misleading or inconsistent with the current documentation published by Changelly;
Participate in illegal activities and services including without limitation human trafficking, child pornography, violence; financial crime; smuggling (including narcotics, weapons, drugs, tobacco, etc.); cybercrime; and corruption;
Refer to Changelly Services any Referral that engages in any obscene, pornographic, defamatory, libelous, infringing, abusive, or illegal activity, or any activity that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities;
Register domain name using Changelly's intellectual property (including, without limitation brand name) or copy Changelly's website or any part of it in any form.
The Affiliate shall be entitled to a Commission equal to 50% of the Changelly’s revenue from all crypto-to-crypto Qualified Transactions and 30% of the Changelly’s revenue from all fiat-to-crypto Qualified Transactions made within ninety (90) days since the first Qualified Transaction has been made. We may offer exclusive conditions to selected Affiliates, so please contact us via [email protected].
In order to make the withdrawals, the Affiliate must pass through the verification process, which should be accepted and approved by Changelly. Withdrawals are supported in BTC or ETH only. Minimum commission subject to payment is 0,01 BTC and 0,1 ETH accordingly. The minimum amounts are set up by our system considering multiple factors ( i.e. network fees) in order to process the withdrawals successfully. If the payout exceeds 1 BTC, the confirmation of such a withdrawal should be required.
The Commission shall be paid to the Affiliate:
Upon the accumulation of а USD equivalent equal or exceeding USD 1,000, or
On every three (3) months period running from the date of integrating the Tool on the Affiliate Website, or from the date of the last payment of Commission, regardless of its amount at the end of any such 3-month period.
Changelly and the Affiliate are independent contractors, and nothing contained herein shall be deemed to create a relationship of employment, partnership, principal and agent, or joint venture between the Parties. The Affiliate shall have no power or authority to make any commitments, undertakings or agreements in the name of and/or on behalf of Changelly, whether verbal or written, and will not hold itself out as having any such power or authority.
6. Intellectual Property Rights; Limited License
Changelly owns and shall retain all right, title, and interest in and to the Changelly Services and any content and data generated through use of the Changelly Services, including all intellectual property rights therein. These Terms do not grant the Affiliate any rights to Changelly’s or its affiliates' intellectual property.
Changelly hereby grants the Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the links, the interface and any promotional material provided by the Changelly on Affiliate Website in accordance with the provisions of these Terms, and exclusively during the Term. Upon termination of Affiliate participation in the Program, the Affiliate shall cease making use of any content, data or information provided to the Affiliate by the Changelly.
It is hereby clarified that in no circumstances the affiliate will be eligible to use sponsored ads using the Changelly Intellectual Property without receiving the Changelly’s written consent in advance.
The provision of this section shall survive any termination of the business interaction between You and the Changelly under these Terms, regardless of the cause of Termination.
7. Limitations of Liability
UNDER NO CIRCUMSTANCES WILL CHANGELLY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT OR LOSS RESULTING FROM BUSINESS INTERRUPTION, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THE PARTIES WILL NOT BE LIABLE FOR ANY DELAY, LOSS OR DAMAGE ATTRIBUTABLE TO ANY SERVICE, PRODUCT OR ACTION OF ANY THIRD PARTY. IN NO EVENT WILL THE PARTIES OR ITS AFFILIATES AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE) EXCEED THE AGGREGATE REFERAL FEES PAID UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CHANGELLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE WEBSITE, THE PROGRAM OR THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE.
Changelly cannot guarantee or warrant that the performance of Changelly's Services, the links to the Website or the interface, will be uninterrupted. Changelly shall not be liable for any error in the implementation of the links or the Tools on the Affiliate Website or for any malfunction of the links or the Tools.
8. Term and Termination
These Terms shall remain in effect for as long as You continue to participate in the Program, or maintain the Tools lead to the Services on your Affiliate Website (the “Term”). The Affiliate or the Changelly may terminate the Terms at any time, with or without cause, by giving the other party notice of such termination. No Commissions shall accrue or be earned by you following the effective date of termination.
The Affiliate is only eligible to earn Commissions on Qualified Transactions occurring during the Term which are payable only if the related orders are not cancelled or refunded. Changelly may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid and to confirm that all Qualified Transactions are finalized.
You acknowledge and agree that Changelly may terminate Services if you, your web site or your publishing location violates, as determined by Changelly in its sole discretion, any of the aforementioned restrictions or are in breach of these Terms. Upon termination, your rights as set forth in these Terms will immediately terminate and you will immediately cease conducting all Affiliate Program activities. Changelly also reserves the right to seek recovery of any or all Commission paid or payable to you and you hereby agree to such liability and repayment of such Commission.
We reserve the right to remove Abandoned Affiliate Accounts from our system. In this case, any accumulated Commissions will be forfeited. “Abandoned Affiliate Account” for the purposes of this provision means any Affiliate account whose Affiliate Dashboard has not been logged into for a period of three (3) years and/or has no transactions made during a period of three (3) years.
You agree to indemnify, defend and hold harmless the Changelly from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) incurred by the Changelly and resulting from: (a) any breach, non-compliance, or non-performance by you of the representations, warranties or covenants pursuant to the Terms; or (b) any claim brought against the Changelly by any third party resulting from your operation of the Affiliate Website, including without limitations, with regards to infringement of third party rights or your promotion and marketing activities.
10. Confidentiality; Publicity
You agree to protect the confidentiality of any non-public information of a confidential or proprietary nature that you obtain in connection with the Affiliate Program (“Confidential Information”), including without limitation private data related to Referrals. You will not retain or use the Confidential Information except to the extent necessary for you to perform this Agreement, and you will not disclose Confidential Information to any third party except to your accountants, attorneys or other agents on a confidential basis, or as required by law (for example, to comply with a subpoena), provided that prior to any disclosure required by law you give advance written notice to Сhangelly and allow Changelly to object and seek protective treatment or pursue other actions regarding such Confidential Information. The foregoing obligations in this Section will survive the termination of this Agreement.
No Publicity. You may not issue a press release or otherwise refer to Changelly in any manner in connection with the Program or these Terms, without the prior written consent of Changelly.
Force Majeure. The Changelly shall not be liable under these Terms for non-performance caused by events or conditions beyond that party’s reasonable control, if prompt notice of such cause arising is given and all reasonable efforts to perform are made.
Severability. In the event that any part of these Terms is found to be unenforceable, the remainder will continue in effect, to the extent consistent with the intent of you and the Changelly.
No Assignment. The Affiliate may not assign or otherwise transfer, in whole or in part, the rights or obligations under these Terms without the prior written consent signed by an official representative of the Changelly.
Jurisdictional Issues. The Terms will be governed exclusively by the laws of Hong Kong regardless of conflict of law provisions. You agree that any dispute arising with respect to these Terms will be submitted and resolved exclusively by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English language. Whether the dispute is heard in arbitration or in court, you will not commence against Changelly a class action, class arbitration or representative action or proceeding or participate in such.
Last updated: March, 2021
“Documentation” includes, but is not limited to programmer guides, manuals, materials, and information appropriate or necessary for use in connection with the API.
“Customer” means the user of API Partner and connected mobile and other applications.
“User” means the user of the Exchange Services.
2. Licensed Uses and Restrictions
You may set up an extra fee on transactions that must be less than or equal to 2.5% unless otherwise agreed by you and Changelly.
You further represent, agree and warrant, that you will not violate any law, contract, third-party right or commit a tort by accessing our API, and that you are solely responsible for your actions and/or inactions while using our API. Without prejudice to the foregoing, you represent, agree and warrant, that you SHALL NOT:
attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use our API;
access our API or documentation in violation of any law or regulation;
access our API in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Exchange Services, (ii) poses a security vulnerability to customers or users of the Exchange Services, or (iii) tests the vulnerability of our systems or networks;
access our API or documentation in order to replicate or compete with the Exchange Services;
attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our API or Exchange Services;
access our API for any application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
3. Other Rights and Limitations
API Partner may copy the API only as necessary to exercise its rights hereunder.
You acknowledge that effective utilization of the API may require the use of a developmenttool, compiler and other software and technology of third parties (“Third Party Software”). API Partner is solely responsible for procuring such Third Party Software and technology and the necessary licenses for the use thereof. Changelly makes no representation or warranty concerning Third Party Software and shall have no obligation or liability with respect to Third Party Software.
No right is granted to API Partner to sublicense its rights hereunder. All rights not expresslygranted are reserved by Changelly and, except as expressly set forth herein, no license is granted by Changelly under these API Terms directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property rights of Changelly. Nothing herein shall be deemed to authorize API Partner to use Changelly's trademarks or trade names in API Partner's advertising, marketing, promotional, sales or related materials. Changelly reserves all rights not otherwise expressly granted in these API Terms.
You agree not to assert any patent rights related to the API or applications developed usingthe API against Changelly, Changelly's distributors, Changelly customers, or other licensees of the API for making, using, selling, offering for sale, or importing any products or technology developed using the API.
Changelly API is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
Changelly or its licensors shall own and retain all proprietary rights, including all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the API and any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and API Partner hereby irrevocably transfers, conveys and assigns to Changelly all of its right, title, and interest therein. Changelly shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections with respect thereto. You acknowledge that the license granted under this agreement does not provide API Partner with title or ownership to the API, but only a right of limited use under the terms and conditions set herein.
Changelly may elect to provide you with support or modifications for the Changelly API (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to you. Changelly may change, suspend, or discontinue any aspect of the Changelly API at any time, including the availability of any Changelly API. Changelly may also impose limits on certain features and services or restrict your access to parts or all of the Changelly API or the Changelly Web site without notice or liability.
The API contains valuable proprietary information and trade secrets of Changelly and its suppliers that remain the property of Changelly, therefore you may from time to time gain an access to Confidential Information. You may use Confidential Information only to the extent necessary to exercise its rights under these API Terms. Without limiting any other yours obligation under these API Terms, you agree that you will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
7. Warranty Disclaimer
CHANGELLY API AND DOCUMENTATION ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHANGELLY OR THROUGH OR FROM THE CHANGELLY API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN API TERMS. CHANGELLY DOES NOT WARRANT THAT OUR API AND DOCUMENTATION ARE SUITABLE FOR API PARTNER'S USE, THAT OUR API OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR, THAT OPERATION WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. FURTHER, CHANGELLY MAKES NO WARRANTY REGARDING THE RESULTS OF THE USE OF OUR API AND DOCUMENTATION.
8. Limitation of Liability
CHANGELLY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE, MISUSE OF OR INABILITY TO USE OUR API WITH ANY THIRD PARTY SOFTWARE, ITS CONTENT OR FUNCTIONALITY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE; BUSINESS INTERRUPTION OR WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; LOSS OF BUSINESS INFORMATION, DATA OR DATA USE; LOSS OF GOODWILL; DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF CHANGELLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, CHANGELLY’S TOTAL LIABILITY TO API PARTNER FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF API PARTNER’S USE OF OUR API AND/OR IP ON THIS API, OR ANY OTHER PROVISION OF THESE API TERMS, SHALL NOT EXCEED THE AMOUNT OF 100 USDT. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
You agree to indemnify and hold harmless Changelly and its subsidiaries, affiliates, officers, agents, co-branders, customers, suppliers or other partners, and employees, from any loss, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the API, connection to the API, or violation of the API Terms.
10. No Control Over Technical Issues
You acknowledge and accept that Changelly has no control over any cryptocurrency network and you understand all risks associated with utilizing any crypto assets network, including, but not limited to the risk of unknown vulnerabilities in or unanticipated changes to any network protocol. Changelly shall not be responsible for any harm occurring as a result of such risks.
11. Term and Termination
Your license to the Changelly API under these terms continues until it is terminated by either party.
You may terminate the license by discontinuing use of all or any of the Changelly API, upon a thirty (30) days written notice to us.
We reserve the right to terminate these API Terms and as a result, to disable your access to Changelly API at any time, for any reason, or for no reason including, but not limited to, if API Partner fails to comply with any of the terms and conditions set herein and API Partner will be liable to Changelly and its suppliers for damages or losses caused by such non-compliance. The waiver by Changelly of a specific breach or default shall not constitute the waiver of any subsequent breach or default.
Any termination of these API Terms shall also terminate the licenses granted to APIPartner hereunder.
Upon termination of these API Terms for any reason, API Partner shall cease using Changelly API, and either return to Changelly, or destroy all adaptions or copies of any materials licensed pursuant to these API Terms and any Confidential Information in your possession, and shall certify to Changelly that such actions have occurred.
The rights of Changelly and your obligations contained in these API Terms survive any expiration or termination of these API Terms.
12. Applicable Law; Arbitration
You and Changelly agree to arbitrate any dispute arising from these API Terms, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
You and Changelly agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Changelly shall be sent to [email protected].
Any dispute, controversy, difference or claim arising out of or relating to the API Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English language.
THE PARTIES UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT. Any such arbitration shall proceed in accordance with the laws and venue of Section 12.4. THE PARTIES HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE DISPUTE RESOLUTION LOCATION.
Both Parties agree to pay all reasonable costs and expenses that the other prevailing Party incurs in successfully enforcing or defending this Agreement, including reasonable attorneys' and other professionals’ fees. API Partner and Changelly will not commence against the other a class action, class arbitration or representative action or proceeding.
These API Terms shall be governed by the laws of Hong Kong, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You may not assign or transfer any of your rights or obligations or any interest or rightsgranted hereunder to any third party without the prior written consent of Changelly.
Each party shall not use the other party’s logo or trademark for the purpose of advertising and in the furtherance of these API Terms without written permission from the owner of the logo (or trademark).
Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
The API Terms constitute the entire agreement concerning the API and oral amendments are void.
In the event of any conflict between the API Terms and any other agreement you may have with Changelly, the terms of that other agreement will prevail.
By installing, copying, or otherwise using our API, you acknowledge that you have read, understand and agree to be bound by the terms and conditions indicated above.