KOL Partnership Terms & Conditions

1 Definitions

For the purposes of these KOL Partnership Terms:

• "KOL" means Key Opinion Leader, referring to you as an influencer or content creator partnering with Nvio.
• "Partnership Program" means the Bitso Onchain KOL Partnership Program operated by Nvio.
• "Referral" means a new user who signs up for Bitso Onchain using your unique referral link or code.
• "Qualified Referral" means a Referral who completes a swap transaction of at least $20 USD value.
• "Revenue Share" means the percentage of trading fees generated by your Referrals that you are entitled to receive.
• "Tier" means your performance level in the Partnership Program (Silver, Gold, or Platinum).
• "Content" means any material you create promoting Bitso Onchain, including posts, videos, articles, and other media.

2 Eligibility & Application

2.1 Eligibility Requirements

To participate in the Partnership Program, you must:

• Be at least 18 years of age
• Have a minimum of 10,000 engaged followers on at least one major social media platform
• Create content primarily focused on cryptocurrency, DeFi, or related topics
• Not be located in a restricted jurisdiction
• Pass our KYC (Know Your Customer) verification process

2.2 Application Process

Applications are subject to review and approval by Nvio at our sole discretion. We reserve the right to reject any application without providing specific reasons.

2.3 Ongoing Compliance

You must maintain eligibility requirements throughout your participation in the Partnership Program.

3 Program Structure

3.1 Closed Beta Phase (Until September 15, 2025)

During the closed beta phase, all partners receive:

• $5 USD for each Qualified Referral
• Additional performance bonuses as specified
• Access to bi-weekly leaderboard competitions

3.2 Tier System (Starting September 15, 2025)

Partners will be assigned to tiers based on monthly active referrals:

• Silver Tier: 20-49 monthly active referrals - 50% revenue share
• Gold Tier: 50-99 monthly active referrals - 65% revenue share
• Platinum Tier: 100+ monthly active referrals - 80% revenue share

3.3 Multi-Level Structure

Partners earn from multiple levels of referrals:

• Level 1 (Direct): Your tier percentage (50-80%)
• Level 2 (Secondary): 25% revenue share
• Level 3 (Tertiary): 10% revenue share

4 Revenue Share & Compensation

4.1 Base Compensation

Your compensation consists of:

• Revenue share from trading fees generated by your referrals
• Performance bonuses and multipliers
• Leaderboard prizes
• Content creation rewards

4.2 Bonus Structure

Current active bonuses include:

• Retention Bonus: +$2 USD per referral with >40% 30-day retention
• Cross-Chain Bonus: +$1 USD for referrals trading on 3+ chains
• Volume Multiplier: +10% for KOLs driving >$50K monthly volume
• Content Rewards: $100-500 for high-quality content

4.3 Program Validity Period

IMPORTANT: All current reward structures, bonus programs, and compensation rates outlined in these terms are only applicable until January 1, 2021. After this date, new terms and compensation structures will apply as determined by Nvio.

4.4 Revenue Calculation & Performance Adjustments

Revenue share is calculated based on net trading fees after deducting network costs, third-party fees, and operational expenses. Individual revenue share percentages may be adjusted based on performance metrics including but not limited to:

• Referral quality and retention rates
• Trading volume generated by referrals
• Content quality and engagement metrics
• Compliance with partnership obligations
• Overall contribution to platform growth

Performance reviews may result in revenue share increases or decreases at Nvio's discretion with 7 days written notice.

5 Partner Obligations

5.1 Content Requirements

• Create minimum 2 quality posts per week during active campaigns
• Maintain educational and informative content standards
• Use approved marketing materials and messaging
• Include proper disclosures in all promotional content

5.2 Prohibited Activities

You must NOT:

• Make false or misleading claims about Bitso Onchain
• Guarantee investment returns or profits
• Use spam, bots, or artificial engagement tactics
• Promote competing DEX platforms
• Engage in self-referral or fraudulent activities
• Violate any applicable laws or regulations

5.3 Compliance

You must comply with all applicable laws, including but not limited to advertising standards, financial promotion regulations, and tax obligations in your jurisdiction.

6 Content Standards

6.1 Disclosure Requirements

All promotional content must include clear disclosure of your partnership with Bitso Onchain, using hashtags such as #BitsoPartner or #sponsored.

6.2 Brand Guidelines

You must adhere to Bitso Onchain brand guidelines, including proper use of logos, colors, and messaging provided in the partner portal.

6.3 Content Review

Nvio reserves the right to review and request modifications to any content that doesn't meet our standards or could harm our brand reputation.

7 Payment Terms

7.1 Payment Schedule & Method

All payments are processed weekly and automatically distributed in USDC on the Base network directly to your designated Bitso Onchain wallet address, subject to a minimum threshold of $50 USD.

7.2 Automated Payment System

Payments are made exclusively through automated smart contract distribution in USDC on Base network. You must maintain a valid Bitso Onchain wallet address capable of receiving USDC on Base. Nvio is not responsible for payments sent to incorrect or invalid wallet addresses.

7.3 Payment Modification Rights

Nvio reserves the right to modify payment methods, schedules, minimum thresholds, and blockchain networks at any time with 7 days written notice to partners.

7.3 Taxes

You are solely responsible for any taxes applicable to payments received under this Partnership Program. Nvio will not withhold taxes unless required by law.

7.4 Payment Disputes

Any payment disputes must be raised within 30 days of the payment date. Claims made after this period may not be considered.

8 Intellectual Property

8.1 License Grant

Nvio grants you a limited, non-exclusive, revocable license to use Bitso Onchain trademarks and materials solely for promoting the platform during your participation in the Partnership Program.

8.2 Content Ownership

You retain ownership of original content you create. However, you grant Nvio a worldwide, royalty-free license to use, reproduce, and distribute your promotional content for marketing purposes.

8.3 Restrictions

You may not modify Bitso Onchain logos or trademarks, or use them in any way that suggests endorsement beyond the scope of this partnership.

9 Termination

9.1 Termination by Nvio

Nvio may terminate this partnership at any time with only 7 days written notice for any reason or no reason at all. Notice will be provided via email to your registered partnership email address.

9.2 Termination by Partner

Partners may terminate this agreement with 30 days written notice to Nvio.

9.3 Immediate Termination

Nvio may terminate immediately without notice if you:

• Violate these Terms
• Engage in fraudulent activities
• Damage Bitso Onchain's reputation
• Fail to maintain minimum performance standards
• Provide false information or misrepresent your metrics

9.4 Effect of Termination

Upon termination (whether with 7 days notice or immediate):

• Your referral links will be deactivated within 24 hours of termination notice
• Pending qualified payments will be processed to your Bitso Onchain wallet within 7 days
• You must cease using Bitso Onchain intellectual property immediately
• Revenue share for existing referrals continues for the remaining 6-month period from each referral's original sign-up date
• All bonus and reward programs cease immediately upon termination

10 Confidentiality

You agree to maintain confidentiality of any non-public information shared by Nvio, including but not limited to:

• Internal performance metrics
• Upcoming features or campaigns
• Strategic plans
• Technical specifications

This confidentiality obligation survives termination of the partnership for a period of 2 years.

11 Limitation of Liability

11.1 Disclaimer

THE PARTNERSHIP PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

11.2 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIO'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL PAYMENTS MADE TO YOU IN THE PRECEDING 3 MONTHS.

11.3 Indemnification

You agree to indemnify and hold harmless Nvio from any claims arising from your participation in the Partnership Program, your content, or your violation of these Terms.

12 Miscellaneous

12.1 Governing Law

These Terms are governed by the laws of the Republic of El Salvador.

12.2 Dispute Resolution

Any disputes shall be resolved through binding arbitration under the rules of the International Chamber of Commerce (ICC), with proceedings in San Salvador, El Salvador.

12.3 Amendments

Nvio may amend these Terms at any time with 30 days notice. Continued participation constitutes acceptance of amended Terms.

12.4 Entire Agreement

These Terms constitute the entire agreement between you and Nvio regarding the Partnership Program.

12.5 Contact

For questions about these Terms or the Partnership Program, contact us at: [email protected]