These Ambassador Terms and Conditions ("Terms") constitute a binding agreement between edeXa AG ("edeXa") and each individual participating in the edeXa Ambassador Program ("Ambassador"). By submitting an application to join the Program and carrying out any Ambassador activities, you agree to be bound by these Terms.
1.1 The edeXa Ambassador Program allows individuals to earn rewards by promoting and raising awareness of edeXa's products, services, brand, and initiatives through authorized activities as set forth in these Terms and the Program materials.
1.2 The Program consists of four tiers: Silver, Gold, Platinum, and Diamond. Ambassadors qualify for each tier based on meeting the respective activity criteria defined in the edeXa Ambassador Level and Payment Plan document.
1.3 edeXa has the sole discretion to accept or reject any Ambassador application and determine tier qualifications based on its evaluation of each applicant's ability to meet the Program requirements.
2.1 To participate as a Silver Level Ambassador, you must: (a) be an individual at least 18 years of age; (b) have a valid social media account on each platform you will use to promote edeXa; and (c) submit a completed application providing all requested information accurately.
2.2 To qualify for the Gold, Platinum or Diamond tiers, you must additionally: (a) have a minimum of 6 months of consistent performance meeting all criteria for the current tier; and (b) be approved by edeXa for advancement based on your demonstrated commitment and ability to effectively promote edeXa per the Program guidelines
2.3 The following individuals are ineligible to participate in the Program: (a) current employees, contractors or members of edeXa's executive management; (b) any commercial entity or organization, as the Program is only for individual promotion; and (c) persons located in jurisdictions where participation in this type of program is restricted or prohibited.
2.4 edeXa reserves the right to verify eligibility requirements at any time and request documentation confirming your identity, age, location and any other applicable criteria. Failure to provide such verification is grounds for rejection or termination without compensation.
3.1 As an Ambassador, you are authorized to carry out the following promotional activities on behalf of edeXa:
3.2 All promotional activities must: (a) be consistent with edeXa's latest branding and marketing guidelines; (b) feature only accurate, truthful, and substantiated statements; (c) comply with all applicable laws and regulations (discussed further in Section 11); and (d) avoid any inappropriate, unethical, or detrimental conduct prohibited under these Terms.
4.1 Ambassadors are expressly prohibited from engaging in the following activities, which constitute a material breach of these Terms: [Detailed list of key prohibited activities will be outlined, including]:
3.2 All promotional activities must: (a) be consistent with edeXa's latest branding and marketing guidelines; (b) feature only accurate, truthful, and substantiated statements; (c) comply with all applicable laws and regulations (discussed further in Section 11); and (d) avoid any inappropriate, unethical, or detrimental conduct prohibited under these Terms.
5.1 Ambassadors will earn compensation in the form of EDX tokens based on the payment amounts specified in the current edeXa Ambassador Level and Payment Plan document for their respective tier.
5.2 Payment amounts are subject to change and edeXa reserves the right to modify or discontinue the compensation plan at any time in its sole discretion. Ambassadors will be notified of any material changes.
5.3 Compensation is earned only for Ambassador activities that fully comply with these Terms as determined by edeXa's review. edeXa may reduce or deny payment if it discovers any non-compliant activities.
5.4 Ambassador compensation may be increased at edeXa's discretion based on factors such as: outstanding performance, viral success of promotional content, high-value user referrals/conversions, or other quantifiable benefits generated for edeXa.
6.1 Ambassador compensation will be paid out monthly, within 30 days after the end of each calendar month.
6.2 Payments will be made in EDX tokens to the approved digital wallet address provided by each Ambassador during onboarding.
6.3 Ambassadors are responsible for any tax obligations arising from their earned compensation under this Program based on applicable laws for their jurisdiction.
6.4 EDX tokens paid as compensation may be subject to vesting periods or other restrictions on transferability or liquidation as determined by edeXa's policies.
6.5 edeXa reserves the right to suspend or withhold payments if it discovers any non-compliance, misrepresentation or other violation of these Terms by an Ambassador.
7.1 The term of each Ambassador's participation is indefinite, as the Program and these Terms will remain in effect until terminated.
7.2 Either party may terminate the Ambassador relationship at any time by providing written notice to the other party.
7.3 edeXa may immediately terminate any Ambassador's involvement if they breach any provision of these Terms, including engaging in prohibited activities under Section 4.
7.4 Upon termination by edeXa for cause based on an Ambassador's breach, any accrued compensation or other benefits will be forfeited.
7.5 In the event of termination by edeXa without cause, Ambassadors will be entitled to any compensation earned prior to the termination date.
7.6 Upon any termination, Ambassadors must immediately cease all promotional and Ambassador activities related to edeXa.
8.1 edeXa is and shall remain the sole owner of all intellectual property rights, including copyrights, trademarks, patents, and trade secrets, relating to its products, services, brands, logos, content and materials (collectively, the "edeXa IP").
8.2 Ambassadors are granted a limited, non-exclusive, revocable license to use certain edeXa IP for promotional purposes strictly in accordance with these Terms and edeXa's branding guidelines as may be revised periodically.
8.3 Any derivative works, improvements, or new creations developed by Ambassadors relating to the edeXa IP shall be deemed works made for hire under copyright laws, with all ownership rights belonging exclusively to edeXa.
8.4 Ambassadors agree not to directly or indirectly obtain or attempt to obtain ownership rights over edeXa IP through any means, including Patent Offices or Domain Registries.
8.5 Upon termination, Ambassadors must permanently cease all use of edeXa IP and return or destroy any edeXa materials or content in their possession as directed.
9.1 Through participation in the Ambassador Program, Ambassadors may receive access to edeXa's confidential and proprietary information ("Confidential Information"), including but not limited to trade secrets, know-how, strategies, financials, statistics, technical data, product roadmaps, and other non-public materials relating to edeXa's technologies, operations and business plans.
9.2 Ambassadors shall: (a) use Confidential Information solely for the limited purpose of performing Ambassador activities under these Terms; (b) not disclose or permit access to Confidential Information other than to Ambassador personnel who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as these Terms; and (c) safeguard the Confidential Information using at minimum the same degree of care as used to protect their own confidential information.
9.3 If required to disclose Confidential Information by law or court order, Ambassador shall promptly notify edeXa in writing prior to disclosure to allow for reasonable protective actions, and shall furnish only the minimum required portion.
9.4 These confidentiality obligations shall remain in effect during and for a period of three (3) years after termination of the Ambassador relationship, with respect to any Confidential Information that has not lawfully entered the public domain.
10.1 Ambassadors must adhere to the highest standards of ethics, integrity, honesty and compliance in all their activities promoting and representing edeXa.
10.2 Ambassadors shall not engage in any illegal activities, fraud, deception, harassment, hate speech, violence, discrimination or other unethical, unprofessional or detrimental conduct that could tarnish edeXa's brand or reputation.
10.3 All promotional content and communications by Ambassadors must be fair and truthful, without misleading or unsubstantiated claims about edeXa's products, services or capabilities.
10.4 Ambassadors shall respect all third-party rights, including intellectual property, privacy, and publicity rights. Any use of third-party materials requires obtaining appropriate licenses or permissions.
10.5 When engaging on edeXa's forums, social channels or other online communities, Ambassadors must foster a positive environment, provide accurate information, avoid inappropriate language, and adhere to all established community rules.
10.6 Ambassadors shall not directly or indirectly solicit, recruit or encourage any edeXa employees, customers, contractors or partners to terminate their relationship with edeXa.
10.7 Violations of this Code of Conduct, as determined by edeXa, may result in immediate termination from the Program, forfeiture of compensation, and liability for damages under these Terms.
11.1 Ambassadors are solely responsible for ensuring their promotional activities and conduct related to the Ambassador Program complies with all applicable laws, regulations and guidelines.
11.2 This includes but is not limited to requirements covering advertising, marketing, consumer protection, competitions/sweepstakes, privacy, data protection, prohibited industries, financial regulations, and anti-corruption.
11.3 In promoting or demonstrating edeXa's products and services, Ambassadors shall not make any unauthorized representations about regulatory compliance, certifications or legally-permissible use cases.
11.4 Ambassadors are prohibited from promoting edeXa in any manner that could be deemed as improperly inducing or incentivizing other individuals to participate or engage with edeXa's services.
11.5 edeXa provides no advice on legal, tax or regulatory implications of the Ambassador program. Ambassadors are encouraged to consult professional advisors to understand their related obligations.
12.1 Each Ambassador represents and warrants to edeXa that:
(a) They have the legal capacity to enter into and perform their obligations under these Terms;
(b) Their participation and performance of Ambassador activities will not violate any other agreement, obligation or applicable law binding on them;
(c) Any information, content or materials they submit or create related to the Program are their original work, do not infringe any third-party rights, and do not contain any unlawful, defamatory, or obscene content;
(d) They will not make any representations, guarantees or warranties on behalf of edeXa beyond what is expressly authorized under these Terms and edeXa's official documentation; and
(e) They will promptly notify edeXa of any potential violations or issues relating to the Program.
13.1 Each Ambassador agrees to indemnify, defend and hold harmless edeXa and its affiliates, officers, directors, employees, agents and representatives from any claims, demands, suits, losses, damages, liabilities, costs and expenses arising from or relating to:
(a) Their breach or alleged breach of any provision in these Terms;
(b) Any negligent, reckless, unlawful or wrongful acts or omissions by the Ambassador in performing activities under the Program;
(c) Claims that any content, materials or activities of the Ambassador infringe or violate any third party's intellectual property, privacy, publicity or other proprietary rights; and
(d) Claims alleging that the Ambassador made any unauthorized representations or warranties regarding edeXa or its products/services.
13.2 edeXa shall provide the Ambassador with prompt notice of any such indemnifiable claim and may choose to exercise sole control over the defense and settlement. The Ambassador shall cooperate fully in the defense as reasonably requested.
14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, edeXa SHALL NOT BE LIABLE TO AMBASSADORS FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE AMBASSADOR PROGRAM OR THESE TERMS.
14.2 edeXa 's TOTAL CUMULATIVE LIABILITY TO ANY AMBASSADOR SHALL NOT EXCEED THE TOTAL COMPENSATION ACTUALLY PAID TO THAT AMBASSADOR UNDER THE PROGRAM IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
14.3 THE LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.4 CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION/LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY IN SUCH CASES.
15.1 These Terms shall be governed by and construed in accordance with the laws of Liechtenstein, without regard to its principles of conflicts of laws.
15.2 Any disputes arising out of or relating to these Terms or the Ambassador Program that cannot be resolved through good faith negotiations shall be settled by final and binding arbitration before a single arbitrator from Liechtenstein. The arbitration shall be conducted in Vaduz in the English language, in accordance with the applicable rules and regulations.
15.3 Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys' fees and arbitration costs from the other party.
15.4 Notwithstanding the foregoing, edeXa may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to enforce its intellectual property rights or protect its Confidential Information.
16.1 Entire Agreement: These Terms, including any documents incorporated by reference, constitute the entire agreement between the parties regarding the Ambassador Program and supersede any prior agreements or understandings, whether written or oral.
16.2 Amendments: edeXa reserves the right to modify or replace these Terms at any time by providing 30 days' advance notice to Ambassadors. Amendments will be effective upon the start date in the notice and automatically bind Ambassadors to the updated Terms to continue participation.
16.3 Severability: If any provision of these Terms is held to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary and the remaining provisions shall remain in full force and effect.
16.4 No Assignment: Ambassadors may not assign or transfer their rights or obligations under these Terms without edeXa's prior written consent. Any attempted assignment in violation of this clause shall be null and void.
16.5 No Waivers: Any failure or delay by edeXa in exercising or enforcing its rights shall not operate as a waiver. Only express written waivers signed by edeXa shall be deemed valid.
16.6 Independent Contractors: The parties are independent contractors. Nothing in these Terms creates an employment, agency, joint venture or partnership relationship. Ambassadors have no authority to bind edeXa.
16.7 No Exclusivity: These Terms are non-exclusive. edeXa may engage other ambassadors, partners or third parties for similar promotional services.
16.8 Notices: All notices under these Terms shall be in writing and delivered by email to the addresses provided by each party during onboarding. Date of receipt shall be the transmission date for email notices.
16.9 Equitable Remedies: The parties agree that a breach of confidentiality, intellectual property or restrictive covenant obligations may cause irreparable harm for which monetary damages are inadequate. The non-breaching party may seek injunctive or other equitable relief without the need to post bond.
16.10 Survival: The following provisions shall survive termination of these Terms: Intellectual Property, Confidentiality, Indemnification, Limitations of Liability, and any other obligations intended to survive termination.
16.11 Headings: The section headings are provided for convenience only and shall not control or affect interpretation of these Terms.
16.12 Counterparts: These Terms may be executed in counterparts, each of which shall constitute an original, and all executed counterparts together shall constitute one agreement.
If you have any questions or concerns regarding this Privacy Policy or regarding our handling of personal data, you can contact us at the following addresses:
by email:
or by letter:
edeXa AG
Kanalstrasse
32LI-9490 Vaduz
@2024 edeXa AG
All rights reserved. Powered by edeXa Business Blockchain.
