Blackcat Ambassador Program Terms and Conditions

These Terms and Conditions (the “Agreement”) set out the terms on which the Ambassador participates in the Blackcat Ambassador Program. The Agreement is concluded when the Ambassador accepts it on the Portal in accordance with clause 20.

Parties

(1) Baltic Technology Solutions OÜ, a company incorporated in Estonia under registration number 14283786, with its registered office at Narva mnt 13-233, Tallinn 10151, Estonia (“BTS”); and

(2) the individual or sole trader who accepts this Agreement on the Portal (the “Ambassador”),

each a “Party” and together the “Parties”.

Background

(A) Papaya Ltd, an electronic money institution incorporated in Malta under registration number C55146 and authorised by the Malta Financial Services Authority, with its registered office at 31 Sliema Road, Gzira GZR 1637, Malta (“Papaya”), issues Blackcat payment accounts and payment cards.

(B) BTS operates the Blackcat loyalty program (the “Loyalty Program”) under the Loyalty Program Terms.

(C) As part of the Loyalty Program, BTS operates the Blackcat Ambassador Program (the “Program”), which rewards participants for referring new customers.

(D) The Ambassador wishes to participate in the Program on the terms of this Agreement.

1. Definitions and interpretation

1.1 In this Agreement:

“Ambassador Account” means the Ambassador’s account on the Portal.

“Blackcat Account” means a payment account opened with Papaya under the Blackcat terms and conditions published at blackcat.app/terms-conditions.

“Bonus” means a reward payable to the Ambassador under clause 7.

“Bonus Rates” means the amounts of Bonuses and the conditions for earning them published on the Portal, including the activity on which Bonuses are calculated, the attribution period, any validation period, any caps and any minimum activity thresholds.

“Business Day” means a day other than a Saturday, a Sunday or a public holiday in Estonia.

“Creative Library” means the promotional materials made available on the Portal for use by Ambassadors.

“Customer” means a person who did not previously hold a Blackcat Account, whose opening of a Blackcat Account is attributed to the Ambassador under clause 6 and who participates in the Loyalty Program.

“Loyalty Program Terms” means the BTS Loyalty Program Terms of Use published at baltictechsolutions.com/loyalty-program-terms-and-conditions.

“Marks” means the name “Blackcat” and the trade marks, logos and other brand features of BTS, Papaya and the Products, including third-party trade marks appearing in the Creative Library.

“Portal” means the Ambassador Portal at blackcat.partners.

“Products” means Blackcat Accounts and the related payment cards and services provided by Papaya, and any other products or services designated under clause 2.5.

“Program Rules” means the rules, restrictions and instructions for the Program, other than the Bonus Rates, that BTS publishes on the Portal or sends to the Ambassador by email, including the countries and territories from which the Ambassador may participate and in which the Ambassador may promote the Products, the permitted channels and audiences, and the requirements for Promotional Materials and disclosures.

“Promotional Materials” means any content by which the Ambassador promotes the Products, in any form and on any channel.

“Sanctions” means economic or financial sanctions, embargoes or restrictive measures of the United Nations, the European Union, the United Kingdom, the United States, Malta or Estonia.

“Tracking Link” means the unique link or code issued to the Ambassador on the Portal to attribute registrations to the Ambassador.

1.2 The Bonus Rates and the Program Rules form part of this Agreement. If they conflict with the body of this Agreement, the body of this Agreement prevails.

1.3 The Program forms part of the Loyalty Program. On any matter concerning the Program, this Agreement prevails over the Loyalty Program Terms.

1.4 A reference to approval by BTS means approval given in advance in writing, including through the Portal or by email. Headings do not affect interpretation. The words “including” and “in particular” are illustrative and do not limit the preceding words.

2. Participation and status

2.1 BTS admits the Ambassador to the Program on a non-exclusive basis.

2.2 The Ambassador acts in the Ambassador’s own name and on the Ambassador’s own account. The Ambassador is not an employee, agent, partner, distributor or representative of BTS or Papaya and has no authority to make statements, give commitments or enter into agreements on behalf of either of them.

2.3 The Ambassador enters into this Agreement for purposes relating to the Ambassador’s trade, business or profession. Clause 16.3 applies if the Ambassador is nevertheless treated as a consumer under mandatory law.

2.4 BTS may use service providers to perform its obligations and exercise its rights under this Agreement, including to give notices and make requests on its behalf. BTS remains responsible to the Ambassador for the performance of its obligations.

2.5 BTS may extend the Program to other products or services by designating them in the Program Rules. The Program Rules may set specific conditions for such products and services, including what constitutes a Customer and the applicable Bonus Rates.

3. Eligibility, registration and verification

3.1 The Ambassador may participate in the Program only if, throughout the term of this Agreement, the Ambassador:

(a) is at least 18 years old;

(b) holds an active Blackcat Account and participates in the Loyalty Program;

(c) resides in a country or territory from which participation is permitted under the Program Rules;

(d) is not subject to Sanctions and is not owned or controlled by a person subject to Sanctions;

(e) has not been excluded from the Program or the Loyalty Program for a breach; and

(f) holds no more than one Ambassador Account and does not participate through any other person.

3.2 The Ambassador shall provide accurate and complete information when registering and shall promptly notify BTS of any change.

3.3 BTS may request information and documents to verify the Ambassador’s identity and eligibility and may screen the Ambassador against Sanctions lists. BTS may refuse any registration without giving reasons.

3.4 BTS may require the Ambassador to complete onboarding or training on the Program before or during participation.

4. Obligations of the Ambassador

4.1 The Ambassador shall promote the Products only by sharing the Tracking Link and directing prospective customers to the official website of the relevant Product, and only in the countries and territories, on the channels and to the audiences permitted under the Program Rules.

4.2 The Ambassador shall use only materials from the Creative Library or Promotional Materials created by the Ambassador and approved by BTS before publication. BTS may grant or withhold approval at its sole discretion and may withdraw it at any time, in which case clause 4.6 applies. The Ambassador shall not make any statement about the Products, their features, fees or conditions that is not contained in the Creative Library or in approved Promotional Materials.

4.3 Each item of Promotional Materials shall clearly disclose that it is an advertisement and that the Ambassador may receive a Bonus. The disclosure shall appear at the beginning of the content, be visible without any action by the viewer and use “Ad”, “#ad” or the equivalent required in the relevant country; in video content it shall also appear on screen and be stated orally. The Ambassador shall use any paid partnership or branded content label offered by the platform. A label such as “#affiliate” alone is insufficient.

4.4 The Ambassador shall comply with the Program Rules, the policies of each platform used and the advertising, consumer protection, financial promotion and data protection laws of each country in which the Ambassador promotes the Products.

4.5 On request by BTS, the Ambassador shall inform BTS of the channels used to promote the Products.

4.6 The Ambassador shall remove or correct any Promotional Materials within 24 hours of a request by BTS.

4.7 The Ambassador shall retain copies of published Promotional Materials for 12 months after publication and, within 10 Business Days of a request by BTS, provide copies of or access to them and any other information about the Ambassador’s promotional activity.

5. Prohibited conduct

5.1 The Ambassador shall not:

(a) request or accept any payment, fee or other benefit from any person for assisting that person to open or use a Blackcat Account;

(b) receive, hold or transfer funds, cash or payment cards of any other person, or top up any other person’s Blackcat Account;

(c) complete any registration or verification on behalf of another person, or request, receive or store another person’s identity documents, passwords, verification codes or devices;

(d) promise income, returns, interest, account approval or any other result, describe Papaya or the Products as a bank or account balances as bank deposits, or describe any service as free where fees apply;

(e) give financial, investment, legal or tax advice;

(f) refer themselves or any person acting on the Ambassador’s behalf or under the Ambassador’s control, create or procure fictitious or duplicate registrations, or generate registrations or clicks by bots, scripts, cookie stuffing, forced clicks, browser extensions or other automated or artificial means;

(g) share any Bonus with, or offer money, rebates or other rewards of the Ambassador’s own to, any person for registering, unless approved by BTS;

(h) place paid advertising of any kind, including paid search, paid social and display advertising, unless approved by BTS, or bid on any Marks as search keywords;

(i) register or use any domain name, social media handle, page, group, application or account that contains or resembles any Marks, or present any channel as an official channel of BTS, Papaya or the Products;

(j) present themselves as BTS or Papaya or as an employee or representative of either of them, or use any Marks other than as provided in the Creative Library;

(k) publish the Tracking Link on coupon, voucher, cashback, deal or incentive websites or on official channels of BTS, Papaya or the Products, or send unsolicited or bulk messages;

(l) allow any other person to use the Tracking Link, or engage or pay any other person to promote the Products;

(m) direct Promotional Materials at persons under 18 or at persons in countries or territories where promotion is not permitted under the Program Rules;

(n) publish Promotional Materials that are misleading, offensive or discriminatory, or place them alongside unlawful, adult or gambling-related content; or

(o) assist any person to conceal their identity or the origin of their funds or to circumvent Papaya’s checks.

5.2 The Ambassador shall promptly report to BTS any activity of the kind described in clause 5.1(o) of which the Ambassador becomes aware.

6. Tracking and attribution

6.1 A registration is attributed to the Ambassador if BTS’s tracking systems record it as made through the Ambassador’s Tracking Link within the attribution period set out in the Bonus Rates. A registration that BTS’s systems cannot attribute to a Tracking Link is not attributed to any Ambassador.

6.2 If a person has used the Tracking Links of more than one Ambassador, the registration is attributed to the Ambassador whose Tracking Link was used last before registration.

6.3 BTS’s tracking records are conclusive, save for manifest error.

6.4 A person remains the Ambassador’s Customer for 2 years from the opening of that person’s Blackcat Account and may be the Customer of only one Ambassador.

6.5 BTS may change its tracking technology or attribution rules on 30 days’ notice, or without notice where necessary to protect the security or integrity of the Program. A change does not affect registrations already attributed.

7. Bonuses

7.1 The Ambassador earns Bonuses in respect of Customers in accordance with the Bonus Rates in force when the Bonus is earned.

7.2 A Bonus becomes payable when earned or, if the Bonus Rates set a validation period, at the end of that period.

7.3 BTS shall credit payable Bonuses to the Ambassador’s Blackcat Account monthly, no later than the 10th Business Day of the month following the month in which they became payable, in accordance with the Loyalty Program Terms. Crediting to the Ambassador’s Blackcat Account discharges BTS’s obligation to pay the Bonus.

7.4 No Bonus is payable, and BTS may reverse a Bonus already credited, if:

(a) the registration was obtained in breach of this Agreement;

(b) the Customer’s application is rejected or the Customer’s Blackcat Account is closed because of fraud; or

(c) the Bonus results from a tracking or calculation error.

7.5 BTS may recover any amount owed by the Ambassador under this Agreement, including reversed Bonuses, by set-off against Bonuses payable to the Ambassador or, to the extent permitted by the Loyalty Program Terms, by debiting the Ambassador’s Blackcat Account.

7.6 BTS may withhold Bonuses for up to 90 days while it investigates a suspected breach of this Agreement. If no breach is established, BTS shall credit the withheld Bonuses with the next monthly payment.

7.7 The Ambassador shall notify BTS of any objection to the Bonuses credited within 60 days after the end of the month to which they relate. After that period the Bonuses credited are deemed accepted, save for fraud or manifest error.

7.8 Bonuses are credited only to an active Blackcat Account. If the Ambassador’s Blackcat Account is restricted, BTS shall credit the Bonuses once the restriction is lifted. If it is closed, Bonuses not yet credited lapse.

7.9 A Bonus under this Agreement is not payable in addition to a referral reward under the Loyalty Program Terms for the same Customer.

7.10 Bonuses are inclusive of any VAT or other indirect tax. The Ambassador is solely responsible for all taxes and social contributions on Bonuses. BTS may withhold any tax it is required by law to withhold, report payments to tax authorities and request from the Ambassador any information it needs for these purposes, in each case where required by law.

7.11 BTS shall not reimburse any expenses of the Ambassador.

8. Marks and materials

8.1 BTS grants, or procures the grant of, a non-exclusive, non-transferable and revocable licence for the Ambassador to use the Marks and the Creative Library solely to promote the Products in accordance with this Agreement. The Ambassador shall not alter the Marks or the Creative Library materials.

8.2 All goodwill arising from the use of the Marks accrues to their owners.

8.3 The licence ends when this Agreement ends, subject to the removal period in clause 13.6.

9. Monitoring and enforcement

9.1 BTS may monitor the Ambassador’s promotional activity.

9.2 If the Ambassador breaches this Agreement, BTS may, in proportion to the breach, issue a warning, require corrective action within a set period, withhold Bonuses under clause 7.6, suspend the Ambassador Account or terminate this Agreement.

10. Personal data

10.1 BTS processes the Ambassador’s personal data as controller in accordance with the Privacy Policy.

10.2 The Ambassador does not receive personal data of Customers through the Program and shall not collect personal data of prospective customers for the purposes of the Program. The Ambassador is an independent controller of any personal data processed in the Ambassador’s own promotional activity and is responsible for compliance with data protection law in respect of it.

11. Confidentiality

Non-public information made available to the Ambassador under this Agreement, including the Bonus Rates, the Program Rules and the Ambassador’s performance data, is confidential. The Ambassador shall use it only for the purposes of the Program and shall not disclose it except to professional advisers bound by confidentiality or as required by law. This obligation continues for 2 years after this Agreement ends.

12. Sanctions and anti-bribery

12.1 The Ambassador represents that the condition in clause 3.1(d) is met and shall notify BTS immediately if it ceases to be met.

12.2 The Ambassador shall not offer, give, request or accept any bribe or other improper advantage in connection with the Program.

12.3 BTS is not obliged to make any payment that would breach Sanctions.

13. Term, suspension and termination

13.1 This Agreement takes effect on acceptance and continues until terminated.

13.2 The Ambassador may terminate this Agreement at any time by notice to BTS.

13.3 BTS may terminate this Agreement for any reason on 30 days’ notice.

13.4 BTS may suspend the Ambassador Account or terminate this Agreement with immediate effect if:

(a) the Ambassador breaches this Agreement;

(b) BTS reasonably suspects fraud or other unlawful conduct by the Ambassador;

(c) the Ambassador ceases to meet any condition in clause 3.1;

(d) the Ambassador’s conduct harms, or is likely to harm, the reputation of BTS, Papaya or the Products; or

(e) suspension or termination is required by law, by a competent authority or by Papaya.

13.5 During a suspension BTS may deactivate the Ambassador’s Tracking Links, and clause 7.6 applies.

13.6 On termination the Ambassador shall stop promoting the Products and remove all Promotional Materials within 14 days, or within 48 hours if this Agreement is terminated under clause 13.4. Subject to clause 7.8, Bonuses earned before termination remain payable, except Bonuses connected with conduct for which this Agreement is terminated under clause 13.4(a), (b) or (d).

13.7 Clauses 4.7, 5, 7.3 to 7.10, 8.2, 10, 11, 12, 13.6, 14, 16, 17 and 19 survive termination.

14. Liability

14.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, gross negligence or wilful misconduct, or for any other liability that cannot be limited or excluded by law.

14.2 Subject to clause 14.1, BTS is not liable for indirect or consequential loss, loss of profit or loss of opportunity, or for temporary unavailability of the Portal.

14.3 Subject to clause 14.1, BTS’s total liability under or in connection with this Agreement in any 12-month period is limited to the Bonuses credited to the Ambassador in the preceding 12 months. This limit does not apply to BTS’s obligation to credit Bonuses that are due.

14.4 The Ambassador shall indemnify BTS and Papaya against any reasonably foreseeable loss, fine, penalty or third-party claim, including reasonable legal costs, to the extent caused by the Ambassador’s breach of clause 3, 4.3, 4.4, 5, 8, 10 or 12.

14.5 Papaya and BTS’s service providers have no obligation or liability to the Ambassador under this Agreement. Papaya may enforce clauses 5, 8 and 14.4 directly against the Ambassador.

15. Changes

15.1 BTS may change the Program Rules at any time, including by restricting or excluding countries, territories, channels, audiences or products. A change takes effect on publication on the Portal or dispatch by email, or on any later date stated in it. The Ambassador shall comply with the change within 48 hours after it takes effect or within any longer period stated in it. A change to the Program Rules does not affect registrations attributed before it takes effect, reduce Bonuses already earned or increase the Ambassador’s liability.

15.2 BTS may amend the body of this Agreement or the Bonus Rates for a valid reason, including changes in law or regulation, requirements of a competent authority or of Papaya, changes to the Program or the Loyalty Program, the prevention of fraud or misuse and the clarification of existing terms. BTS shall give at least 30 days’ notice of any such amendment, save that an amendment required by law or by a competent authority, or necessary to prevent fraud, may take effect on shorter notice. An amendment does not affect Bonuses already earned.

15.3 The Ambassador may terminate this Agreement free of charge before an amendment under clause 15.2 takes effect. If the Ambassador continues to participate after that date, the amendment applies.

15.4 BTS shall keep each version of this Agreement accepted by the Ambassador and provide it on request.

16. Governing law and disputes

16.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Malta.

16.2 The Parties shall first seek to resolve any dispute through negotiation for 30 days from written notice of the dispute. Any dispute not so resolved shall be settled by the competent courts of the country in which the respondent is domiciled.

16.3 If the Ambassador is treated as a consumer under mandatory law, nothing in this Agreement deprives the Ambassador of the protection of the mandatory rules of the country of the Ambassador’s residence or of the right to bring or defend proceedings in the courts of that country.

17. Notices and language

17.1 BTS gives notices to the Ambassador through the Portal or by email to the address registered in the Ambassador Account. A notice is deemed received when it is published on the Portal or sent by email. The Ambassador gives notices to BTS through the Portal or by email to the support address published on the Portal.

17.2 This Agreement is concluded in English. Any translation is for convenience only, and the English version prevails.

18. Copies of this Agreement

On request, BTS shall provide the Ambassador with a copy of the version of this Agreement accepted by the Ambassador and the record of acceptance, and, if the Ambassador so requests, a copy signed on behalf of BTS in electronic or paper form. A signed copy evidences the Agreement already concluded and does not amend it.

19. General

19.1 This Agreement, together with the Loyalty Program Terms, constitutes the entire agreement between the Parties concerning the Program.

19.2 The Ambassador may not assign or transfer any rights or obligations under this Agreement. BTS may assign or transfer this Agreement to an affiliate or to a successor to its business on notice to the Ambassador.

19.3 If any provision of this Agreement is invalid or unenforceable, the remaining provisions remain in force.

19.4 No failure or delay in exercising any right operates as a waiver of it.

20. Acceptance

20.1 The Ambassador accepts this Agreement by ticking the box “I have read and agree to the Blackcat Ambassador Program Terms and Conditions” on registration or when requested by BTS.

20.2 BTS keeps a record of each acceptance, including its date and time, the version accepted and the Ambassador Account concerned.