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TERMS AND CONDITIONS FOR METRADE AFFILAITE PROGRAM

Last update: August 2024

These Terms and Conditions for METRADE Affiliate Program ("Terms") govern your relationship with AI BRAINVISUALS AG, Eschen (FL), Branch Office Zürich, CHE-338.487.468 (“AI BRAINVISUALS”, "we", "us", "our"), in relation to the access and use of the METRADE Affiliate Program (“Program”) provided by us via. our App. These Terms apply to all participants of the Program.

“You”, “your” and “Affiliate(s)” refers to anybody who aims to participate or participates in the Program. If you are aiming to participate or participating in the Program on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and, in that case, “you”, “your” or “affiliates(s)” will refer to that entity.

By participating in the Program or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms in addition to:

• our General Terms and Conditions, incorporated herein by reference;

• our Website Terms and Conditions, incorporated herein by reference; and

• our Privacy Policy, incorporated herein by reference.

If there is any conflict between these Terms and the General Terms and Conditions, the Website Terms and Conditions and/or the Privacy Policy then these Terms will prevail.

Please read these Terms carefully before you start to participate in the Program.

1. Acceptance of the Terms

By participating in the Program, you automatically agree to these Terms. Your participation in the Program and corresponding use of the METRADE App is conditioned on your acceptance of and compliance with these Terms, the General Terms and Conditions, the Website Terms and Conditions and our Privacy Policy. These Terms shall exclusively apply; any of your terms and conditions that contradict or deviate from these Terms shall only be valid if and to the extent that we have expressly agreed to them. If you do not agree with any part of these Terms, you may not participate in the Program.

2. Changes of the Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will attempt to provide at least 15 days' notice before new terms become effective. What constitutes a material change will be determined in our sole discretion.

If you continue to participate in the Program after these changes become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please discontinue participating in the Program.

You are responsible to regularly review these Terms to stay informed of any updates, as they are legally binding on you.

3. Accessibility to the Program

We reserve the right to modify or discontinue the Program at our sole discretion and without prior notice. We do not guarantee continuous availability or uninterrupted access to our Program. We will not be liable if all or any part of the Program is unavailable at any time or for any duration.

You are responsible to:

• make all necessary arrangements to participate in the Program; and

• ensure that anyone who accesses the App through your internet connection is aware of and complies with these Terms.

4. Personal Restrictions

Our Program is available to persons who are at least 18 years old or to legal entities. By accessing the Program, you confirm and guarantee that you (i) are 18 years old or older, (ii) are not prohibited to participate in the Program, by any relevant laws, and (iii) are using the App solely for personal purposes. If you do not fulfill these criteria, you are not permitted to participate in the Program.

You must apply to us in order to participate in the Program; you agree to provide complete and accurate information when applying to the Program, and to keep that information updated.

We have the sole discretion to accept or reject your application for the Program. We reserve the right to deny participation to you at any time during the application process without providing any reasons, and we expressly disclaim any liability for such rejection.

5. Local Restrictions

We are based in Switzerland and do not make any claims that the Program is accessible or appropriate outside of Switzerland. Participation in the Program may be illegal for certain individuals or in certain countries. If you choose to participate in the Program from outside Switzerland, you do so at your own risk and are responsible for complying with local laws.

6. Definitions

For the purposes of these Terms:

• “Affiliate” means a successfully registered and accepted participant in the Program.

• “Affiliate Account” means the personal account and software provided by third-party provider “Tapfiliate” (for more info www.tapfiliate.com ). This is established for an Affiliate for the purpose of participating in the Program and issued to you by us.

• “Affiliate Network” dmeans the collective group of Affiliates, including their respective Sub-Affiliate (see below), structured into up to three (3) levels of hierarchy below each individual Affiliate. Affiliates are counted within these three (3) levels, starting with the direct Referred Sub-Affiliates (see below) as the 1st Level Sub-Affiliate, followed by the respective Referred Sub-Affiliates of these 1st Level Sub-Affiliates as the 2nd Level Sub-Affiliates, and continuing accordingly down to the 3rd level. Affiliates at any level do not establish their own networks until they have generated at least one Referred Sub-Affiliate, which will be counted as the subsequent levels in the hierarchy.

• “Affiliate reg. link” means the registration code assigned to an Affiliate, which may be used by new potential Affiliates or us to identify the link between new potential Affiliates and the existing Affiliate.

• “App” means the METRADE App in all its available forms at any time, specifically as mobile or web application.

• “Commission” means any commission, rebate, and/or other remuneration paid, or payable, to the Affiliate by us for the Program Activities rendered by the Affiliate regarding the Active Customers identified and referred to us by the Affiliate and its Affiliate Network.

• “Customer“ means any person that uses the App. “Active Customer” means a Customer who pays for the products and services the App provides.

• “Customer reg. link” means the link that an Affiliate posts, shares or makes otherwise available on any Third Party Platform that would direct potential Customers to the App.

• “Government Body” means any relevant domestic or foreign governmental or quasi-governmental authority, statutory authority or quasi-statutory or regulatory authority, department, administrative, monetary, fiscal or judicial body, department, corporation, commission, authority, tribunal, agency or stock exchange or government owned or government controlled corporation or any public international organization, or taxing authority or any body entitled to exercise executive power or power of any nature over the AI BRAINVISUALS or the Affiliate hereto, and any obligations under these Terms.

• “Program Activities” means to promote and market our App on Third Party Platforms by an Affiliate.

• “Referral” means any person that attempts to become a Customer by using the “Customer reg. link” of an Affiliate.

• “Referred Sub-Affiliate” means any person that attempts to become an Affiliate by using the “Affiliate reg. link” of an Affiliate and gets accepted by us to the Program.

• “Referral Network” means all persons that attempt to become new Customers by using any Customer reg. link of an Affiliate and its Affiliate Network.

• “Third-Party Platform” means any social media platform through which an Affiliate promotes or markets the App or us.

• “VAT“ means value added tax or other similar tax (including goods and services tax and sales tax).

7. Affiliate Account

To participate in the Program or having access to some of the resources it offers, you may be required to provide certain registration details or other information or create a personal Affiliate Account. It is a condition of your use of the Affiliate Account that all information you provide is accurate, current, and complete. You agree that all information you provide to use the Affiliate Account, including any interactive features, is governed by our Privacy Policy, and you consent to all actions we take concerning your information that are consistent with this policy. When entering personal information to the Affiliate Account from a public or shared computer, exercise particular caution to ensure that others cannot view or record your personal information.

The Affiliate Account provides resources through which you can track the number of clicks on your personal Customer reg. link, your personal Affiliate reg. link, your pseudonymized Affiliate Network, your pseudonymized Referral Network, the number of (Active) Customers you and your Affiliate Network referred, pending Commissions and other information.

You acknowledge and agree that your Affiliate Account is non-transferable and shall only be used by you. Your Affiliate Account shall not be disclosed to or transfer to any third person without our written permission.

8. Program Activities

You shall use diligent efforts and professional manners to conduct Program Activities. New Customers who registered with us via your Customer reg. link or Affiliate reg. link shall be deemed as your “Referrals” for the purpose of calculating Commissions.

Unless expressly stated otherwise in these Terms and the Code of Conduct (Exhibit 1), you will be solely responsible for determining the most effective manner and methods 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 these Terms and the Code of Conduct (Exhibit 1). Except as expressly set forth in these Terms we will not control the manner or prescribe the method you use to conduct Program Activities contemplated by these Terms.

Unless otherwise expressly stated in these Terms, you will be solely responsible for all costs and expenses of doing business, including all payments, all taxes, and other business expenses that may be incurred in connection with the Program Activities.

We may, at our sole discretion, accept or decline any Referrals introduced by you and have the right to terminate the business relationship with any Referral, at any time. All data relating to the Referral that becomes a Customer with us will remain as our sole and exclusive property and the Affiliate has no right to such information.

You shall not register as an Affiliate to generate Commission through the use of multiple Affiliate Accounts controlled by you. We reserve the right to make any adjustment and/or remove the generated Commission at our sole discretion or terminate your Affiliate Account in the event of a violation of this Section 8.

9. Referred Sub-Affiliates and Affiliate Network

NOTE: In the Affiliate software system (Tapfiliate) – First-, Second- and Third-Level of Sub-Affiliates, are identified and displayed as Level 2, 3 & 4 Sub-Affiliates. Level 1 in the Tapfiliate software, is identified and displayed as the Referrals of an Affiliate.

If any of your direct Referrals becomes an Affiliate, then such Referral will be deemed as a First-level Sub-Affiliate of you, except when such First-level Sub-Affiliate declares to become a Sub-Affiliate of another Affiliate (in which case, for the avoidance of doubt, such First-level Sub-Affiliate remains your Referral but will be treated a Sub-Affiliate of the declared Affiliate for the purpose of calculating their respective Affiliate’s Commissions) subject to our approval. In the case of any conflicting claims as to Sub-Affiliate, we reserve the right to determine the matter at its sole discretion and the Affiliate hereby agrees and accepts that our determination shall be final and conclusive with no liability to any party involved.

If a First-level Sub-Affiliate subsequently refers another Affiliate, that other Affiliate will be deemed as a Second-level Sub-Affiliate for you, and so on, up to the Third-level. The Fourth-level in the commission plan is then the personal Referral who acts as Active Customer of an Affiliate. The specific designation of each Sub-Affiliate level will be used to calculate Commissions and define their position within your Affiliate Network.

Any Sub-Affiliate will be considered part of your Affiliate Network, contributing to your Commission calculations in a total of up to the Third-Level, but displayed from Levels 2, 3 & 4.

Any of your Referrals and those of your Affiliate Network will be considered part of your Referral Network, contributing to your Commission calculations in a total of up to the Third-Level.

In short: Affiliates can earn commission in 4 levels, based on Active Customers. An Affiliate is considered Level 1 and Sub-Affiliates Level 2,3 & 4. Affiliates are paid commission based on the total amount of Active Customer in all 4 levels.

10. Commissions and Payment

As a sole compensation for your Program Activities, we shall pay you the Commissions. Unless as otherwise agreed in writing between you and us, the Commissions are calculated by us at its sole discretion, taking into account the fees paid to us by your Referrals as Active Customers and/or your Referral Network as Active Customers and commission ratio applicable to you (“Applicable Commission Calculation”). The Applicable Commission Calculation can be viewed in your Affiliate Account. Unless as otherwise agreed in writing between you and us, we have the sole discretion to change your Applicable Commission Calculation.

In case of doubt and in absence of any deviating agreement between you and us regarding the Applicable Commission Calculation, the Affiliate shall receive a fixed Commission of USD ($) 1.- for each fee paid by an Active Customer referred by the Affiliate or an Active Customer within the Affiliate's Referral Network to AI BRAINVISUALS.

Unless expressly stated otherwise in these Terms, we will pay to you the Commissions (if any) in accordance with these Terms, all of which are exclusive of VAT, if applicable.

If required by you for tax purposes or otherwise requested by us, you shall submit invoices for the Commissions, plus VAT if applicable, to us.

Any VAT imposed by any government, statutory, or tax authority shall be borne by you. If we are required by applicable law to withhold taxes from payments and remit such taxes to the local taxing jurisdiction, then we will pay the net amount after the taxes have been withheld and provide to you a copy of the official tax receipt upon request.

Unless notified by you according to this Section 10, our tracking report of the fees paid by your Referral Network as Active Customers and the calculation of the Commission shall be final and conclusive. Should you discover any discrepancy between your own record and our tracking report, you must notify us in writing of such discrepancy within ten (10) working days from the date of receipt of our tracking report and provide sufficient detail of such discrepancy. If you fail to notify us in writing within ten (10) working days, then our report shall be final and conclusive and you are deemed to have waived all rights to contest the report in any way.

If you breach any of your obligations in Sections 8, 10 or the Code of Conduct (Exhibit 1), we reserve the right to withhold any Commissions due to the Affiliate and to recover from the Affiliate any amount of the payments that we had previously made under this Agreement to the Affiliate before such breach.

Payment of the Commissions will usually be made in USD ($) credited to a bank account in your name or in USDT to a wallet address deemed to be appropriate at our sole discretion if possible. At our sole discretion, and as deemed appropriate, we may accommodate other methods of payment or currency.

11. Intellectual Property

During your participation in the Program, you may use the AI BRAINVISUAL Trademarks (as defined below) that are specified by us for your use solely to create and use your own promotional content for the Program Activities, in accordance with these Terms and any trademark guidelines we provide on our Website and/or the App from time to time and other instructions as we may make available to you from time to time, but subject to our prior written approval of the promotional content you create. You may not use such promotional content you create without our approval.

You grant to us a perpetual, irrevocable, sublicensable, royalty-free license, during and after your participation in the Program, to reproduce, distribute, display, perform, modify, and otherwise use any text, images, videos, or other content (including promotional content) that you create or publish in connection with the Program Activities (collectively, the “Affiliate Content”), for any marketing, promotional or internal business purposes, without attribution or further compensation to you.

AI BRAINVISUAL’s trademarks (including, but not limited to the “METRADE” Trademark), service marks, trade dress, logos, and any other indicia of the source of our goods or services (“AI BRAINVISUAL Trademarks”) are all the property of AI BRAINVISUAL. Your limited right to use the AI BRAINVISUAL Trademarks in connection with the Program Activities does not give you any right, title, or ownership interest with respect to the AI BRAINVISUAL Trademarks. All goodwill arising from your use of the AI BRAINVISUAL Trademarks in connection with Program Activities, as permitted pursuant to these Terms, will ensure to the benefit of us.

It is prohibited to own or use any domain or sub-domain which includes “METRADE”

Affiliates are allowed to produce business cards using the METRADE logo, but they must identify themselves as Independent Representative.

You agree and acknowledge that your Affiliate Content will be of the highest quality. Should the quality of the Program Activities you conduct fall below a standard deemed acceptable by us, we reserve the right to terminate your permission to use the AI BRAINVISUAL Trademarks if the quality is not restored within a reasonable time.

It is strictly prohibited to own, operate, or use any personal business card, domain, sub-domain, website, or social media account that includes “METRADE” or any other AI BRAINVISUAL intellectual property, including but not limited to AI BRAINVISUAL Trademarks, without the prior express written consent of AI BRAINVISUAL. This prohibition extends to any online presence that may give the impression of being affiliated with, endorsed by, or operating on behalf of AI BRAINVISUAL, or any related entities.

The Affiliate is not permitted to impersonate, AI BRAINVISUAL AG, or any associated entities in any form, including but not limited to creating websites, social media profiles, or other digital or physical materials (including personal business cards) that misleadingly suggest an official affiliation with METRADE or AI BRAINVISUALS or its services, without explicit written authorization from AI BRAINVISUAL.

Any unauthorized use of AI BRAINVISUAL Trademarks, branding, or other intellectual property (including variations or misspellings of “METRADE”) for the purpose of misleading or confusing the public is a violation of these Terms. The Affiliate must adhere to all trademark guidelines provided by AI BRAINVISUAL and must obtain prior written approval for any content that utilizes METRADE branding.

12. Public and Announcements

You agree to refer all enquiries from the media and other third parties received by them concerning AI BRAINVISUALS or these Terms to such representative of AI BRAINVISUALS as may be notified by us to you.

You and AI BRAINVISUALS shall co-operate in good faith on all announcements regarding these Terms and/or the Program Activities. You shall not issue any announcement regarding these Terms and/or the Program Activities or use any AI BRAINVISUALS Trademarks, without first consulting and obtaining our written approval.

13. Confidentiality

You and AI BRAINVISUALS recognize that each has a legitimate interest in maintaining confidentiality regarding these Terms, the subject matter of these Terms or any other agreements, documents, or transactions referred to or contemplated herein and all trade secrets, confidential and/or proprietary knowledge or information of each other which you and/or AI BRAINVISUALS may receive or obtain as a result of entering into or performing its obligations under these Terms (collectively, “Confidential Information”).

You and AI BRAINVISUALS undertakes to the other that you and/or AI BRAINVISUALS shall keep the Confidential Information in the strictest confidence, and shall not, without the prior written consent of the other disclosing the Confidential Information, use or disclose to any person Confidential Information, information relating to these Terms or the transactions contemplated hereunder it has or acquires or information which by its nature ought to be regarded as confidential (including without limitation, any business information in respect of the other which is not directly applicable or relevant to the transactions contemplated by these Terms.

The foregoing shall not prohibit disclosure or use of any Confidential Information if and to the extent:

• the disclosure or use is required by law or any Government Body;

• the disclosure or use is required to vest the full benefit of these in you and/or us;

• the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of these Terms or any other agreement entered into under or pursuant to these Terms;

• the disclosure is made to your and/or our professional advisers on a need-to-know basis and on terms that such professional advisers undertake to comply with this Section 13 in respect of such information as if they were a party to these Terms;

• the information is or becomes publicly available (other than as a result of any breach of confidentiality);

• the disclosing party has given prior written approval to the disclosure or use; and

• the Confidential Information is already in the lawful possession of the party receiving such information (as evidenced by written records) at the time of disclosure.

14. Affiliate’s Representations and Indemnification

By participating in the Program, you represent and warrant that:

• you will not participate in the Program for any illegal or unauthorized purpose;

• your participation in the Program will not violate any applicable law or regulation;

• you are responsible for maintaining the confidentiality of your Affiliate Account information, including your password;

• you will not send mass unsolicited emails (i.e. spamming, desktop scrapes) to conduct any Program Activities;

• your Affiliate Content (save to the extent that you incorporate material provided by us) will not infringe the copyright or any other rights of any third party;

• your Affiliate Content will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;

• your Affiliate Content will not contain any decision-making aids for economic, legal, tax or other advisory issues;

• your Affiliate Content will not contain anything that is fraudulent, deceptive, or that contains any information that could be conceived as market manipulation or attempted market manipulation;

• your Affiliate Content will not contain anything that in any way impersonates as AI BRAINVISUAL to provide any investment advice on behalf of us;

• the rights you have granted to us are vested in you absolutely and you have not previously assigned, licensed or in any way encumbered them (save under the terms of use of the Third-Party Platform where the copyright works are posted) and you agree not to do so in the future;

• you have disclosed in writing to us all material facts that are relevant to your engagement as Affiliate, including the nature and duration of past and existing endorsement agreements between you and third parties and endorsement agreements that are likely to be concluded during your participation in the Program;

• you are responsible for the payment of all relevant duties and/or charges and/or taxes arising from the course of your participation in the Program;

• you will not act in any way that violates any various policies posted on the App, our Website, or the Program, as may be revised from time to time, or included in any other agreement between you and us (including, without limitation in these Terms).

You agree to indemnify, defend, and hold harmless AI BRAINVISUALS AG, including our subsidiaries, affiliates, licensors, service providers, and all respective board members, directors, officers, employees, agents, partners, contractors, successors, and assigns from and against any and all losses, damages, liabilities, claims, demands, actions, judgments, awards, costs, expenses, or fees (including reasonable attorneys' fees and expenses) arising out of or in connection with any third-party claims or any action, adjudication or decision taken against AI BRAINVISUALS by any Government Body, in each case, directly or indirectly arising (in whole or in part) out of any breach of these Terms.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate with our defense of any such claim, action, or proceeding. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.

Your indemnification obligations under this Section 14 shall survive the termination of your Affiliate Account and these Terms.

15. Termination

We reserve the right to terminate or suspend your Affiliate Account immediately, without prior notice or liability, for any reason, including but not limited to the following:

• if you violate any of these Terms;

• If we are required to do so by law or a regulatory authority;

• if you engage in fraudulent or illegal activities;

• if you provide false, incomplete, or misleading information during the registration process; and/or

• if you act in a manner that could harm the reputation or operations of AI BRAINVISUALS or its Users.

Upon termination of your account:

• your right to access and use the App and the Affiliate Account will immediately cease.

• you must immediately cease all activities authorized by these Terms, including your participation in the Program; and

• you remain responsible for any obligations or liabilities incurred during your use of the App.

If you wish to terminate your Affiliate Account, you may do so at any time by:

• providing written notice to AI BRAINVISUALS via the contact information provided in the Affiliate Account or on our Website.

Termination of your Affiliate Account does not relieve you of any obligations to pay any fees or charges accrued prior to the termination or limit any liability you may have incurred. All provisions of these Terms, which by their nature should survive termination, shall survive, including but not limited to ownership provisions (Sections 11, 13), warranty disclaimers (Section 16) indemnity (Section 14), and limitations of liability (Sections 17, 18) and Sections 20, 21, 22, 23, 24, 25.

AI BRAINVISUALS shall not be liable to you or any third party for any termination of your account or access to the Affiliate Account or the App. Any termination under this Section 15 shall be at AI BRAINVISUALS’s sole discretion and without refund of any fees.

Upon termination, AI BRAINVISUALS reserves the right to delete all data associated with your Affiliate Account. However, AI BRAINVISUALS may retain certain data if required by law or for legitimate business purposes in compliance with our Privacy Policy.

16. Warranties Disclaimer

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK.

AI BRAINVISUALS, ITS AFFILIATES, LICENSORS, AGENTS, SERVICE PROVIDERS, AND THEIR RESPECTIVE BOARD MEMBERS, DIRECTORS, REPRESRNTATIVES, AND EMPLOYEES CANNOT AND DO NOT GUARANTEE OR WARRANT THAT PARTICIPATION IN THE PROGRAM WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; ANY ERRORS OR DEFECTS IN THE APP WILL BE CORRECTED; THE APP WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THE RESULTS OF USING THE APP WILL MEET YOUR REQUIREMENTS.

TO THE EXTENT NOT PROHIBITED BY LAW, WE PROVIDE THE APP, ITS CONTENT, AND THE PROGRAM "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT GUARANTEE THAT THE APP OR THE PARTICIPATION IN THE PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APP, INCLUDING THE PROGRAM, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APP OR PARTICIPATING IN THE PROGRAM.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF WARRANTIES OR LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU IN ITS ENTIRETY BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

17. Limitation of Liability

AI BRAINVISUALS, ITS AFFILIATES, LICENSORS, AGENTS, SERVICE PROVIDERS, AND THEIR RESPECTIVE BOARD MEMBERS, DIRECTORS, REPRESRNTATIVES, AND EMPLOYEES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION, OR INABILITY TO PARTICIPATE, IN THE PROGRAM. THIS INCLUDES BUT IS NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, PROFITS, BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, GOODWILL, OR DATA, CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN JURISDICTIONS WHERE SUCH EXCLUSIONS AND LIMITATIONS ARE NOT ALLOWED, WE ARE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE SKILL AND CARE OR OUR BREACH OF THESE TERMS.

THE AGGREGATE LIABILITY OF AI BRAINVISUALS AND ITS AFFILIATES, LICENSORS, AGENTS AND SERVICE PROVIDERS RELATING TO THE APP AND THE PROGRAM WILL BE LIMITED TO ONE FIFTY THOUSEND SWISS FRANCS (CHF 50,000.00). THE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

IF ANY PROVISION OF THIS SECTION 17 IS OR BECOMES INVALID, THE REMAINING PROVISIONS SHALL REMAIN UNAFFECTED AND WILL BE REPLACED BY A VALID PROVISION THAT CLOSELY MATCHES THE ECONOMIC INTENT OF THE INVALID PROVISION.

18. Force Majeure

AI BRAINVISUALS is not liable for any damage, loss, delay, or inconvenience caused by circumstances beyond our reasonable control. Such circumstances include, but are not limited to, war, threats of war, riots, civil disturbances, terrorist activities, industrial disputes, natural or nuclear disasters, fires, airport closures, adverse weather conditions, utility service interruptions or failures, or actions by any local or national government.

19. Confidentiality and Encryption

Your attention is drawn to the fact that the data exchanged between yourself and us is transmitted via open, public networks (such as the Internet) that are not subject to any controls or reviews. The data transferred may travel beyond the borders of Switzerland, even if both yourself and us are located in Switzerland. In addition, even if the data transmitted is encrypted, it may not necessarily stay encrypted for the entire duration of the transmission, nor may it necessarily remain encrypted at your end; it is possible that data may be intercepted.

Furthermore, you hereby declare that you have taken note that the legislation applicable in your country may prohibit or restrict the importing, exporting or use of encryption algorithms. In no event shall we be responsible for any violations of measures governing the importing, exporting or use of encryption algorithms. You alone shall be responsible in the event of any such violation.

Lastly, your attention is drawn to the fact that information transmitted electronically, e.g. by e-mail or SMS, is in principle not encrypted and may be intercepted.

20. Nature of these Terms

Nothing contained in these Terms shall be construed as creating any agency, partnership, employment of any type or other form of joint enterprise between you and AI BRAINVISUALS. You shall not represent to the contrary, either expressly, implicitly, by appearance, or otherwise.

21. Electronic Communications

We may be required to provide you with certain legal and regulatory disclosures, periodic statements and certifications, notices, tax forms and other communications (collectively, "Communications") in writing. By agreeing to these Terms, you consent to our providing such notices to you in electronic form. Consent to electronic delivery will be effective for each year in which the Communications are provided. If you no longer have access to your account to receive the communications in electronic form, you may request the communications in writing.

You agree that all terms, conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirements that such communications would satisfy if provided in writing. With respect to these Terms, you waive all rights to require an original (non-electronic) signature or the delivery or retention of non-electronic records to the extent such waiver is not prohibited by applicable law.

22. Governing Law & Dispute Resolution

All matters relating to the Affiliate Account and the App and these Terms, including any dispute or claim arising from or related to them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of Switzerland, without regard to any choice or conflict of law provision or rule (whether of Switzerland or any other jurisdiction).

Any dispute, controversy, or claim arising out of, or in relation to, these Terms, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules.

The number of arbitrators shall be one, if the amount or value in dispute equivalent to CHF 20,000.00 or less. The number of arbitrators shall be three, if the amount or value in dispute is above CHF 20,000.00. If the amount or value in dispute cannot be quantified, the number of arbitrators shall always be three.

The seat of the arbitration shall be Zurich, Switzerland.

The arbitral proceedings shall be conducted in English.

The Expedited Procedure shall apply.

Notwithstanding the above, the you and us may agree at any time to submit the dispute to mediation in accordance with the Swiss Rules of Commercial Mediation of the Swiss Chambers’ Arbitration Institution.

You agree that any dispute with us shall be resolved solely on an individual basis and not as a class action or any other representative proceeding. You agree that you cannot bring a claim as a class or representative action, nor on behalf of any other person or persons.

In the event of a dispute, you agree to maintain the confidentiality of all proceedings, including, but not limited to, any and all information gathered, prepared, and presented for the purposes of litigation or related to the dispute(s).

23. Entire Agreement & Severability

These Terms, along with any amendments or modifications made by AI BRAINVISUALS periodically, constitute the entire agreement between you and us regarding your access and use of the App. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, that provision will be limited to the minimum extent necessary, and the remaining provisions will continue to be fully effective.

24. No Waiver

AI BRAINVISUALS's failure to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision, any other provision, or these Terms as a whole in the future.

25. Assignment

You may not assign any of your rights, licenses, or obligations under these Terms without the AI BRAINVISUALS’s prior written consent. Any attempt by you to do so will be void. AI BRAINVISUALS may assign its rights, licenses, and obligations under these Terms without any limitations and without prior consent.

Questions, Comments and Suggestions

If you have any questions, comments or suggestions, please contact us at support@metrade.io.

 

EXHIBIT 1

CODE OF CONDUCT

The Affiliate acknowledges that any acts by it will affect AI BRAINVISUALS’s business interests and the benefits derived by the Affiliate from these Terms, and as such, the Affiliate undertakes to ensure its proper conduct. This Code of Conduct, as may be amended, supplemented, or revised by AI BRAINVISUALS from time to time at its full and absolute discretion, forms an integral part of the provisions of these Terms. The Affiliate must comply with this Code of Conduct in full.

This Code of Conduct is technology neutral and applies to all forms of Program Activities and Affiliate Content.

The Affiliate has overall responsibility for its Program Activities and Affiliate Content.

The Affiliate shall:

• perform the Program Activities conscientiously and in a competent manner and to the full limit of their skill and ability and comply with all AI BRAINVISUALS’s reasonable instructions in connection with these Terms promptly;

• refrain from making any false, misleading, negative, critical or disparaging statements, implied or expressed, or perform any act, or conduct themself in such manner, which might in the opinion of AI BRAINVISUALS create adverse publicity to AI BRAINVISUALS or be prejudicial to the interests of AI BRAINVISUALS;

• refrain from making any representation or commitment on behalf of AI BRAINVISUALS and shall refer to AI BRAINVISUALS all enquiries received by them relating to AI BRAINVISUALS or the benefits they derive under these Terms;

• if asked, explicitly identify themselves as “Independent Service Provider” and may not, under any circumstances, present themselves as employee or agent of AI BRAINVISUALS. The Affiliate must not use any AI BRAINVISUAL Trademarks in a way that could imply affiliation beyond that of a third-party service provider. Affiliates are prohibited from using AI BRAINVISUAL Trademarks on business cards, including but not limited to the METRADE logo, without prior written approval;

• not create and/or publish content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise prejudicial in any form;

• not insult, inflame, personally attack or otherwise disparage any person, corporation, business, or entity, including with limitation, AI BRAINVISUALS’s competitors;

• not make any pejorative statement relating to AI BRAINVISUALS, any of AI BRAINVISUALS’s other brand ambassadors, influencers, representatives, agents, service providers, or staff, or the Program in public, online (including on social media), to the press or elsewhere;

• not do anything (including participating in any political debate, recreational activities, sports, or drug use (other than for medical purposes) or other activity) which in AI BRAINVISUALS’s reasonable opinion would jeopardize the ability of the Affiliate to perform the Program Activities or prejudice the goodwill or reputation of AI BRAINVISUALS or the Program;

• if they are based in the United States of America, include a disclaimer referring US persons to AI BRAINVISUALS (e.g. “This post is not intended for US citizens or residents”.); and

• refrain from carrying out any marketing that is targeted at / refers to / focuses on US citizens or residents;

• strictly abide by any content guidelines as shall be provided by AI BRAINVISUALS from time to time.

The Affiliate shall apply the following principles to its Program Activities and Affiliate Content:

• Program Activities and Affiliate Content should be legal, decent, honest and truthful;

• Program Activities and Affiliate Content should be prepared with a due sense of social and professional responsibility and should conform to the principles of fair competition, as generally accepted in business;

• Program Activities and Affiliate Content should respect human dignity and should not incite or condone any form of discrimination, including that based upon ethnic or national origin, religion, gender, age, disability or sexual orientation;

• Program Activities and all Affiliate Content should not appear to condone or incite violent, unlawful or anti-social behavior;

• Program Activities and Affiliate Content should not contain statements or audio or visual treatments which offend standards of decency currently prevailing in the country and culture concerned;

• Program Activities and Affiliate Content should be so framed as not to abuse the trust of Referrals or exploit their lack of experience or knowledge;

• Relevant factors likely to affect Referrals’ decisions should be communicated in such a way and at such a time that Referrals can take them into account;

• Affiliate Content should be truthful and not misleading;

• Program Activities and Affiliate Content should not contain any statement, claim or audio or visual treatment which, directly or by implication, omission, ambiguity or exaggeration, is likely to mislead the Referrals, in particular, but not exclusively, with regard to:

o characteristics of the products and services which are material, i.e. likely to influence the Referrals’ choice, such as: nature, composition, range of use, efficiency and performance, quantity, commercial or geographical origin;

o total price to be paid for product and services;

o copyright and industrial property rights such as patents, trademarks, designs and models and trade names;

o compliance with standards;

• descriptions, claims or illustrations relating to verifiable facts in Affiliate Content should be capable of substantiation. Claims that state or imply that a particular level or type of substantiation exists must have at least the level of substantiation advertised. Substantiation should be available so that evidence can be produced without delay and upon request of AI BRAINVISUALS;

• Program Activities and Affiliate Content should be clearly distinguishable as such, whatever their form and whatever the medium used;

• true commercial purpose of all Program Activities and Affiliate Content should be transparent and not misrepresent their true commercial purpose. Hence, a communication promoting the products and services should not be disguised as, for example, market research, consumer surveys, user-generated content, private blogs, private postings on social media or independent reviews;

• the identity of the Affiliate should be transparent. All Affiliate Content should, where appropriate, include contact information to enable the Referral to get in touch with the Affiliate without difficulty;

• Affiliate Content should not:

o misuse technical data, e.g. research results;

o present statistics in such a way as to exaggerate the validity of a product or service;

• where free trial, free subscription and similar offers convert to paid transactions at the end of the free period, the terms and conditions of the paid conversion should be clearly, prominently and unambiguously disclosed before the Referral accepts the offer. Likewise, where a product is to be returned by the consumer at the end of the free period it should be made clear at the outset who will bear the cost for that. The procedure for returning the product should be as simple as possible, and any time limit should be clearly disclosed. claim;

• Affiliate Content should not state or imply that a “guarantee”, “warranty” or other expression having substantially the same meaning, offers the Referral rights additional to those provided by law when it does not. The terms of any guarantee or warranty, including the name and address of the guarantor, should be easily available to the Referral and limitations on Referral rights or remedies, where permitted by law, should be clear and conspicuous;

• Affiliate Content containing comparisons should be so designed that the comparison is not likely to mislead, and should comply with the principles of fair competition. Points of comparison should be based on facts which can be substantiated and should not be unfairly selected;

• Program Activities and Affiliate Content should not denigrate any person or group of persons, firm, organisation, industrial or commercial activity, profession or product, or seek to bring it or them into public contempt or ridicule;

• Affiliate Content should not contain or refer to any testimonial, endorsement or supportive documentation unless it is genuine, verifiable and relevant. Testimonials or endorsements which have become obsolete or misleading through passage of time should not be used. The sponsored nature of an endorsement or testimonial should be made clear through an appropriate disclosure if the form and format of the communication would not otherwise be understood to constitute a sponsored message;

• Program Activities and Affiliate Content should not portray or refer to any persons, whether in a private or a public capacity, unless prior permission has been obtained; nor should marketing communications without prior permission depict or refer to any person’s property in a way likely to convey the impression of a personal endorsement of the product or service or organisation involved;

• Program Activities and Affiliate Content should not make unjustifiable use of the name, initials, logo and/or trademarks of another firm, company or institution. Marketing communications should not in any way take undue advantage of another firm’s, individual’s or institution’s goodwill in its name, brands or other intellectual property, or take advantage of the goodwill earned by other marketing campaigns without prior consent;

• Affiliate Content should not imitate those of another Affiliate in any way likely to mislead or confuse the consumer, for example through the general layout, text, slogan, visual treatment, music or sound effects;

• those Affiliates who exceptionally collect personal data in connection with Program Activities should have a privacy policy compliant with applicable laws, the terms of which should be readily available to Referrals, and should provide a clear statement of any collection or processing of data that is taking place, whether it is self-evident or not.