Polygon.io Partner Program Agreement

This Polygon.io Partner Program Agreement and any policies or terms referenced herein (collectively, this “Agreement”) is a legal agreement between you, as a participant in the Program (“you”, or “your”) and Polygon.io, Inc. ("Polygon") and governs your participation as a champion of the Polygon platform and services as further described in this Agreement (the “Program”).

By clicking on “I agree” (or a similar box or button), clicking “Submit” on your Program application, or by participating in any Program Activities (as defined below), you agree to be bound by this Agreement.

The Program offers participants the opportunity to promote the Services (as defined below) and to teach and support others to be successful in using the Services in accordance with the terms of this Agreement (collectively, “Program Activities”). After you receive notification from Polygon of your acceptance into the Program, this Agreement gives you the right to conduct Program Activities through your participation in the Program. If you are accepted into the Program and choose to conduct Program Activities, Polygon will apply a ten percent (10%) discount to your Polygon account for twelve (12) months from the date of your acceptance into the Program (the “Discount”).

This Agreement authorizes, but does not obligate you, to conduct Program Activities. You are solely responsible for determining the most effective manner to conduct Program Activities, including determining when (i.e., the days and times), where (i.e., the particular venue or location), and how to conduct Program Activities, and the frequency with which you do so, in accordance with the terms of this Agreement. You are solely responsible for all costs and expenses you may incur in connection with your Program Activities. Except as expressly set forth in this Agreement, Polygon will not control the manner or prescribe the method you use to conduct Program Activities contemplated by this Agreement.

To access and use Polygon’s website, application programming interfaces (“APIs”), and other products and services provided by Polygon, as updated from time to time, via polygon.io and/or other designated websites (collectively, the “Services”), you must first have a Polygon account.

To participate in the Program, you must submit an application to join the Program. You agree to provide and maintain accurate, complete, and up-to-date information when registering for the Program and thereafter. You must be the older of (a) 18 years or (b) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner Activities. Polygon reserves the right, in its sole discretion, to decline your registration. You are responsible for all activity that occurs under your Program account. Unless otherwise permitted by Polygon, you may only possess one Program account at a time and may not register for a Program account if Polygon canceled a prior Program account that you registered for or used previously. You acknowledge and agree that your participation in the Program, including information transmitted to or stored by Polygon, is governed by Polygon’s Privacy Policy, available at https://polygon.io/privacy.

You shall acknowledge and promptly respond to reasonable requests for information from Polygon. From time to time, you shall take such action and execute and deliver such documents as Polygon reasonably requests. In addition and without limiting the foregoing, in the event that Polygon contacts you in connection with the Program and requests acknowledgment or response to such communication, you shall respond to Polygon promptly.

All marketing or promotional materials relating to Polygon or Polygon brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the Polygon Trademarks (collectively, “Polygon Materials”) will be solely created and provided by Polygon unless otherwise agreed to by Polygon in writing in advance. Polygon will provide you with copies of or access to Polygon Materials. The Polygon Materials are provided “as is” and without warranty of any kind.

You may display Polygon Materials in Your Content (as defined below) solely for the purpose of marketing and promoting the Services and any Polygon brands permitted by Polygon during the term of this Agreement or until such time as Polygon may, upon reasonable prior notice, instruct you to cease displaying the Polygon Materials. You may not alter, amend, adapt, or translate the Polygon Materials without Polygon’s prior written consent. Nothing contained in any Polygon Materials will in any way be deemed a representation or warranty of Polygon. The Polygon Materials will at all times be the sole and exclusive property of Polygon, and no rights of ownership will at any time vest with you, even in such instances where you have been authorized by Polygon to make changes or modifications to the Polygon Materials.

During the term of this Agreement, Polygon hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to display the trademarks, logos, service marks, and trade names of Polygon, whether registered or unregistered (the “Polygon Trademarks”) solely as necessary to perform your obligations under this Agreement. You acknowledge and agree that: (a) you will use Polygons Trademarks only as permitted under this Agreement; (b) you will use the Polygon Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards, and other requirements prescribed by Polygon in writing from time to time; (c) the Polygon Trademarks are and will remain the sole property of Polygon; (d) nothing in this Agreement will confer in you any right of ownership in the Polygon Trademarks and all use thereof by you will inure to the benefit of Polygon; (e) you will not, now or in the future, apply for or contest the validity of any Polygon Trademarks; and (f) you will not, now or in the future, apply for or use any term or mark confusingly similar to any Polygon Trademarks.

Notwithstanding the above, you will not (a) use any Polygon Trademarks to disparage Polygon, its products or services, or in a manner that, in Polygon’s sole discretion, may diminish or otherwise disparage or tarnish Polygon’s goodwill in any of the Polygon Trademarks; (b) use the Polygon Trademarks or variations or misspellings thereof in your business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services, unless granted express written permission by Polygon in advance of each use; (c) combine Polygon Trademarks, either in whole or in part, with another mark(s) to create a new mark, domain name, or tagline (including #hashtags and slogans); (d) alter the image of the Polygon Trademarks in any manner, including but not limited to, changing the proportion, color, or font of the Polygon Trademarks, or adding or removing any element(s) of the Polygon Trademarks; or (e) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Polygon Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Polygon Trademarks. You are strongly encouraged to add the Polygon Trademarks as negative keywords to help prevent violation of this Section.

As between you and Polygon, the Polygon Materials, Polygon Trademarks, the Services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Polygon or otherwise related to the Services, the Program, the Polygon Materials, or Polygon, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Polygon Property”) will be and remain the sole and exclusive property of Polygon. To the extent, if any, that ownership of any Polygon Property does not automatically vest in Polygon by virtue of this Agreement, or otherwise, and vests in you, you hereby transfer and assign to Polygon, upon the creation thereof, all rights, title, and interest you may have in and to such Polygon Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

You grant to Polygon a worldwide, non-exclusive, royalty-free, transferable, and sub-licensable right and license to use and display in any manner your trademarks, service marks, logos, trade names, copyrighted content, graphic files, images, and other intellectual property (“Your Content”) for any marketing, promotional, or other business purposes in connection with this Agreement, without attribution or further compensation to you. In addition, at Polygon's discretion, Polygon may use any such intellectual property to promote or market you, Your Content, or as otherwise agreed to with you.

If you provide any feedback (including identifying potential errors and improvements) to Polygon concerning Polygon Property or the Program (“Feedback”), you hereby assign to Polygon all rights, title, and interest in and to the Feedback, and Polygon is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Program or Polygon Property and to create other products and services. Polygon will treat any Feedback as non-confidential and non-proprietary. You must not submit any Feedback that you consider confidential or proprietary.

You may not engage in the following activities or send or promote promo codes, links, or other promotional messages relating to Polygon through or using any of the following means:

(a) Text or SMS messages or outbound phone calls, including fax and automated or predictive dialers (e.g., robocalls);

(b) Unsolicited commercial emails (spam);

(c) Pop-ups or pop-unders on third-party websites or via networks (pop-ups on your own website are acceptable);

(d) Ads that appear on sites and apps that contain or reference categories that are, but not limited to, primarily political in nature, adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); or solicitous of any unlawful behavior;

(e) Ads that appear on any sites, apps, or networks owned, operated, or controlled by any of the blacklisted sites of which Polygon provides you with notice from time to time; and You will ensure that any advertisement material provided by Polygon does not appear on any of these properties identified on the list provided and at no time shall any of Polygon's advertisements, names, logos, trade names or trademarks appear adjacent to any content that promotes a property contained on that list;

(f) Malware, spyware, tracking software, or any type of downloadable software;

(g) Ads or ad-related activities that are: (i) fraudulent (e.g., an action with no chance of being seen by a human or activity not conducted by a human, including, without limitation, bot traffic, ad stacking, and pixel stuffing); (ii) incorrectly set up by you, including, without limitation, broken or non-responsive clicks or links; (iii) to the extent applicable, missing the referral source in your transparency report; (iv) to the extent applicable, include mismatches between the SharedID and the referral URL; and, (v) non-human traffic, including traffic from sources that are designed to engage in inflated or fraudulent click activity;

(h) Promotion through a method requiring Polygon’s approval, as described below, without such approval;

(i) Contests or sweepstakes that reference Polygon;

(j) Any means to create the impression that Your Content is Polygon Property or that Your Content in any way copies, resembles, or mirrors the look and feel of Polygon Property.

(k) Cookie stuffing; or

(l) Targeted marketing activities directed at specific individuals.

You may not make any express or implied representations or provide advice in the course of your participation in the Program regarding investments, trading strategies, investment outcomes, likelihood of returns, or suitability for investment.

The following promotion methods are allowed only with Polygon’s prior written approval in each instance:

(a) Incent (CPA walls, cash and points, etc.);

(b) Newsletters (regular email series sent in the full branding of the publisher and where the publisher is the legal ‘sender’);

(c) Your Content;

(d) Dedicated emails (i.e., emails featuring only Polygon, sent entirely in Polygon's branding from an email address that may be perceived as coming from Polygon directly);

(e) Programmatic ad buying; and,

(f) Any paid search engine activity.

Polygon has a strict no-tolerance policy on PPC trademark bidding. Polygon will not enter a discussion about when the violation started and when it stopped. Polygon Marks and Restricted Terms (as defined below) may be modified at any time by Polygon at its sole discretion. If you participate in PPC advertising, you must adhere to the PPC guidelines as follows:

(a) You may not bid on “Polygon” or any other Polygon Trademarks, including any variations or misspellings of such terms, including, without limitations in domain names (“Polygon Marks and Restricted Terms”) for search or content-based campaigns on Google, MSN, Bing, Yahoo, Facebook or any other network or search engine in the world;

(b) You may not use Polygon Marks and Restricted Terms in sequence with any other keyword (i.e., Polygon APIs; Polygon Market Data);

(c) You may not use Polygon Marks and Restricted Terms in your ad title, ad copy, display name, or as the display URL;

(d) You may not direct link to the Polygon website or Services from any Pay Per Click ad or use redirects that yield the same result;

(e) Affiliate links must be directed to an actual page on your website, except to the extent explicitly authorized by Polygon; and

(f) You may not bid in any manner appearing higher than Polygon for any search term in position 1-5 in any auction-style pay-per-click advertising program. If you automate your PPC campaigns, it is your responsibility to exclude the Polygon Marks and Restricted Terms from your program.

Promotion on Facebook, Twitter, LinkedIn, Medium, Reddit, and other social media platforms is generally permitted following these general guidelines. You are allowed to promote offers to your followers or own lists (excluding Facebook custom audiences or similar programs) provided all promotion on social media will comply with applicable law, the terms of this Agreement, and any terms that govern your use of such social media platform.

You acknowledge and agree that promotional codes (if Polygon provides any to you) may only be distributed free of charge, and you will not attempt to sell or trade the promotional codes to anyone in exchange for anything of value. You further acknowledge and agree not to use the promotional codes for any illegal or unauthorized purpose.

You will maintain accurate and complete records relating to your conduct of Program Activities and compliance with the Agreement. Within five (5) days of Polygon’s request, you will provide a list of all websites, apps, and networks on or through which you send or promote promo codes, links, or other promotional messages relating to Polygon and any other records or materials as requested by Polygon.

You shall comply and shall ensure that any third parties performing Program Activities on your behalf comply with all applicable foreign and domestic laws, governmental regulations, ordinances, judicial orders, administrative orders, and advertising or marketing general industry standards (including, without limitation, export laws, laws applicable to the sending of unsolicited email, and any guidance issued by the Federal Trade Commission regarding affiliate marketing and native advertising). You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities or activities that otherwise may be detrimental to Polygon, its customers, or the public.

The parties intend this Agreement to create the relationship of service recipient and independent contractor, and not that of employer and employee. You will not be treated as an employee of Polygon for federal or state tax purposes or for any other purpose. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. You have no authority to bind Polygon, and you undertake not to hold yourself out as an employee, agent, or authorized representative of Polygon. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Polygon, you undertake and agree to indemnify, hold harmless, and (at Polygon’s option) defend Polygon harmless from and against any claims by any person or entity based on such implied agency or representative relationship. The parties acknowledge and agree that this Agreement will be non-exclusive and recognize that they are or may be engaged in similar arrangements with others.

Each party agrees to protect the confidentiality of any nonpublic information of a confidential or proprietary nature that is obtained in connection with this Agreement (“Confidential Information”). Neither party will retain or use the Confidential Information except to the extent necessary to perform the obligations under this Agreement and will not disclose Confidential Information to any third party except to accountants, attorneys or other agents with a need to know on a confidential basis, or as required by law (for example, to comply with a subpoena), provided that before any disclosure required by law you give advance written notice to Polygon and allow Polygon 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.

You may not issue a press release or otherwise refer to Polygon in any manner in connection with the Program or this Agreement without Polygon's prior written consent. You will promptly notify Polygon of any inquiry received by you from any news media, reporter, publication, trade association, or governmental authority and of any complaints or allegations of wrongdoing received by you concerning Polygon, the Program, or your conduct of Program Activities. You acknowledge and agree that any breach of this Section by you shall be considered an incurable breach of this Agreement, and Polygon shall have the right to immediately terminate this Agreement upon notice to you.

This Agreement will commence on the date your application to the Program is accepted by Polygon and will continue for one (1) year unless terminated earlier by you or Polygon as set forth in this Section 9. If you would like to continue participating in the Program following the expiration of this Agreement, you will be required to submit a new application to the Program.

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement. Polygon reserves the right to suspend or otherwise pause the Program and/or your performance of the Program Activities in all or select jurisdictions, at any time and at its sole discretion, with written notice to you, and you will immediately cease performance of the Program Activities in such jurisdictions until otherwise notified by Polygon.

Either party may terminate this Agreement in its entirety without cause, effective immediately with written notice of termination to the other party.

Either party may terminate this Agreement due to the other party’s failure to cure its breach of this Agreement, if curable, within thirty (30) days of receipt of notice thereof.

Upon termination of this Agreement, (a) each party will return to the other party, or destroy, all property of the other party in its possession or control (including all Polygon Materials and all Confidential Information); (b) you will immediately cease displaying any Polygon Materials or any Polygon Trademarks on any of Your Content or otherwise; (b) the Discount will be removed from your account; and (c) your rights as set forth in this Agreement will immediately terminate, and you will immediately cease conducting all Program Activities. Any provisions of this Agreement that that by their nature are intended to survive the termination of this agreement shall survive the termination, including, but not limited to, Sections 6 (Relationship of the Parties), 7 (Confidentiality), 8 (No Publicity), 9 (Term and Termination), 10 (Disclaimers), 12 (Indemnification), 13 (Limits of Liability), 14 (Governing Law & Venue), and 15 (Miscellaneous) will survive the expiration or termination of this Agreement.

Polygon may, at its sole discretion, pause or otherwise suspend this Program or any portion of the Program Activities at any time. You agree to immediately discontinue any Program Activities after the date any such pause or suspension notice is made available to you.

THE PROGRAM, AS WELL AS THE POLYGON PROPERTY, IS PROVIDED “AS IS” AND “AS AVAILABLE.” POLYGON HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES, IN CONNECTION WITH THE PROGRAM, THE POLYGON PROPERTY, OR THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, POLYGON MAKES NO GUARANTEES THAT YOUR PARTICIPATION IN THE PROGRAM OR THE PROGRAM ACTIVITIES YOU CONDUCT UNDER THIS AGREEMENT WILL RESULT IN CONTINUED OR FUTURE BUSINESS WITH POLYGON OR OTHER BUSINESS OPPORTUNITIES FOR YOU.

In the event of any breach or threatened breach by you of any provision of this Agreement, in addition to all other rights and remedies available to Polygon under this Agreement and under applicable law, Polygon will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and your access to the Program, and (c) be indemnified for any losses, damages or liability incurred by Polygon in connection with such violation.

You will indemnify, hold harmless and (at Polygon’s option) defend Polygon and its corporate affiliates, and their respective directors, officers, employees, and agents from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) with respect to any third party claim arising out of or related to: (a) your performance of and conduct in connection with the Program and this Agreement, including the activities of your personnel, agents and subcontractors; (b) allegations that Your Content or any other material you distribute, display or perform infringes or violates any intellectual property right, right of publicity, or other proprietary right (except to the extent the allegedly infringing material was initially provided by Polygon to you for such distribution, display or performance); (c) allegations that you violated any applicable law, including but not limited to privacy and communications laws; or (d) your breach of this Agreement. Unless Polygon elects to control the defense, you will assume the defense of the indemnified claim through counsel designated by you and reasonably acceptable to Polygon, and Polygon may, at its expense, participate in the defense with its own counsel. You will not settle or compromise any indemnified claim or consent to the entry of any judgment without Polygon's written consent, which will not be unreasonably withheld. Polygon will reasonably cooperate with you in the defense of an indemnified claim, provided that you reimburse Polygon for its costs and expenses as they are incurred to provide such cooperation.

POLYGON’S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING $100.00. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL POLYGON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR ANY LOSS OF BUSINESS OR LOSS OF PROFITS IN CONNECTION WITH THE PROGRAM OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This Agreement will be governed by and construed in accordance with the law of the State of Georgia, without regard to the choice or conflicts of law provisions of any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded. Any suit or proceeding arising out of or relating to this Agreement will be commenced exclusively in a federal court in Fulton County, Georgia or in state court in Atlanta, Georgia, and each party irrevocably submits to the jurisdiction and venue of such courts. If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs, and expenses in addition to any other relief to which such prevailing party may be entitled.

Each party acknowledges having had the opportunity to be represented by and/or advised by independent counsel of its own choice preceding acceptance of this Agreement and the continued performance of the Program Activities; therefore, the terms of this Agreement will be given a neutral interpretation and any ambiguities or uncertainty in this Agreement will not be construed against any party.

Any and all notices permitted or required to be given to you hereunder may be sent to you by email to the email address provided to us in your Program application. Any and all notices permitted or required to be given to Polygon under the Agreement will be sent to legal@polygon.io.

If any provision of this Agreement is or becomes invalid or non-binding, the parties will remain bound by all other provisions of this Agreement. Any invalid or non-binding provision will be severed or restricted to preserve as much of the parties’ Agreement as possible and in light of the contents and purpose of this Agreement. Section headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all previous written or oral agreements, communications, or undertakings between the parties regarding such subject matter. The failure of Polygon to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Polygon in writing.

You may not assign this Agreement, whether by operation of law or otherwise, without the prior written consent of Polygon, and any attempted assignment without such consent will be void. Subject to the foregoing restriction on your assignment, this Agreement will be binding upon and will inure to the benefit of each party hereto and its respective successors and assigns.

Polygon may amend or modify this Agreement at any time by posting a revised version of the modified Agreement or by notifying you. The modified Agreement is effective upon posting or as stated in the notice if Polygon notifies you. By continuing to conduct any Program Activities after the date of any such amendment or modification is made available to you, you accept and agree to be bound by the latest Agreement.

If you have questions about this Agreement, please contact Polygon at legal@polygon.io.