Self-Service Affiliate Agreement
Referral Terms and Conditions • Last updated October 7, 2022
1.1."Qualified Referrals” mean individuals or entities who complete trades on the dYdX protocol (each “Users”) and who (a) click on Affiliate's unique affiliate link (the “Link”); (b) if entering into perpetual contracts on the dYdX protocol (the “Protocol”), then do not reside, are not citizens of, are not located in, and do not have a registered office in the United States of America ("US Person”) or any Restricted Territory (as defined in the Terms); and (c) complete at least one trade using the Protocol after clicking on the Link. Affiliate acknowledges and agrees that Affiliate has no ownership rights in any form over the Link dYdX provides to Affiliate, and dYdX may reclaim, deactivate, invalidate or terminate the Link at any time in its sole discretion.
1.2.If Affiliate shares the same personal information, including email address, IP address, or website details, as an otherwise Qualified Referral, then Affiliate will be deemed to have made a "Self-Referral.” No Affiliate Reward (as defined below) will be paid for any Self-Referral. dYdX, in its sole discretion, will determine the classification of any referral as a Self-Referral.
2. Affiliate Rewards.
2.1.Each epoch, set forth in https://docs.dydx.community/dydx-governance/start-here/epochs (“Epoch”), Affiliate will receive certain percentages set forth in Exhibit A of the net trading fees that dYdX receives from a Qualified Referral, taking into account for purposes of the net trading fees determination any discounts, rebates and refunds dYdX provides to a Qualified Referral or other parties, including market makers, such that the amount of such discounts, rebates or refunds will not be part of the net trading fees used to determine the affiliate reward, in accordance with the following (the “Affiliate Reward”):
2.1.1.calculated from time to time during each Epoch (each a "Calculation Time”) and accrued based on any additional net trading fees that dYdX has received from a Qualified Referral after the prior Calculation Time, and
2.1.2.based on the amount of the Ethereum-based token known as stkDYDX set forth across from such percentage in Exhibit A held at the Ethereum network address linked to Affiliate’s dYdX account at the time of each Calculation Time;
provided that (a) prior to receiving any material Affiliate Reward, Affiliate may be required to provide dYdX with any additional information dYdX determines is necessary to comply with applicable laws, (b) prior to receiving any Affiliate Reward greater than or equal to six hundred (600) USD Coin (USDC), Affiliate must complete any required tax or other forms relating to receipt of Affiliate Rewards, as required by dYdX in its sole discretion, and (c) payment of any such Affiliate Reward is subject to compliance with applicable laws and the terms and conditions of the Protocol.
2.2.Notwithstanding the foregoing, for purposes of calculating the net trading fees received by dYdX from a Qualified Referral during each Epoch to which the applicable percentage in Exhibit A is applied, the maximum net trading fees will be seventy five thousand (75,000) USD Coin (USDC), such that the maximum net trading fees on which such percentage will be applied each Epoch for each Qualified Referral is seventy five thousand (75,000) USD Coin (USDC), meaning that the Affiliate Reward each Epoch for each Qualified Referral can never exceed thirty thousand (30,000) USD Coin (USDC) (i.e., 40% * 75,000).
2.3.The amount of Affiliate Rewards will be based upon dYdX’s good faith calculation and information available to dYdX. dYdX is not responsible for any Affiliate Rewards not properly being paid to Affiliate of which dYdX is unaware, including due to computer error or other reasons.
2.4.Affiliate Rewards will be payable to Affiliate within thirty (30) days of the end of the Epoch in which dYdX receives associated trading fees from Qualified Referrals. Affiliate Rewards will be paid to Affiliate in USD Coin (USDC) to Affiliate’s dYdX account on the dYdX protocol.
2.5.Affiliate is responsible for any and all tax liabilities, including income tax liabilities, that arise from or in any way relate to any payments dYdX makes to Affiliate, including income taxes, sales, personal property, use, VAT, excise, withholding, Social Security and Medicare taxes, and self-employment taxes. dYdX will have the right to withhold from any amounts payable to Affiliate such federal, state, local or foreign taxes as may be required to be withheld under any applicable law or regulation.
3. Relationship of the Parties and Capacity.
3.1.Nothing in this Agreement or the Terms will be construed to create any partnership, joint venture, franchise, sales representation, or employment relationship between Affiliate and dYdX. Affiliate is not permitted to speak for dYdX or any of its affiliates or bind dYdX in any way and has no authority to do so. Affiliate must not make any claims, representations, or warranties in connection with dYdX, including with respect to the Affiliate Program, the Protocol, or the site available at https://dydx.exchange and its subdomains or any mobile application or application programming interface of the Company (collectively, the “Site”).
3.2.The Parties acknowledge that Affiliate is an independent contractor for dYdX and will not be treated as an employee for any tax purposes or for any other purpose, and Affiliate will not be entitled to receive any employee benefits from dYdX or participate in any employee benefit plans.
3.3.Where, by implication of mandatory law or otherwise, Affiliate may be deemed an agent or representative of dYdX, Affiliate agrees to indemnify, hold harmless and (at dYdX’s option) defend dYdX and its affiliates from and against any claims by any person or entity based on such implied agency or representative relationship.
4.1.Affiliate acknowledges that the intention of the Affiliate Program is to encourage referrals of new Users to the Protocol. Affiliate agrees to act in good faith in accordance with this intention.
4.2.Affiliate must comply with (a) the Terms, and (b) all applicable laws in connection with its activities as an affiliate of dYdX, including when referring persons or entities to the Protocol.
4.3.Affiliate must not, directly or indirectly, seek to make any of the following to be a Qualified Referral: (a) a person or entity who is, or is owned or controlled by, Affiliate or a member of Affiliate’s immediate family or household; (b) a person or entity who is, or is owned or controlled by a person who is already a User; (c) a person or entity who is a contractor or service provider of dYdX; or (d) a US Person or Restricted Person (as defined in the Terms).
4.4.If Affiliate is headquartered or located or has any offices in, or is a resident of, the United States, then, with each post of the Link, Affiliate will post therewith the following: “dYdX perpetual contracts are unavailable in the United States.” If Affiliate is not headquartered or located and does not have offices in, and is not a resident of, the United States, then, with any post of the Link on a medium primarily targeted at the United States, Affiliate will post therewith the following: “dYdX perpetual contracts are unavailable in the United States.”
4.5.Affiliate is responsible for any costs or expenses associated with Affiliate’s participation in the Affiliate Program, and Affiliate incurs all costs and expenses related thereto at Affiliate’s own risk.
4.6.Upon request of dYdX, Affiliate will provide to dYdX any requested documentation in order to pay the Affiliate Reward and to continue participating in the Affiliate Program. These requests may be made at any time while Affiliate is a participant in the Affiliate Program.
5. Representations, Warranties and Covenants.
Affiliate represents, warrants and covenants to dYdX as follows:
5.1.If Affiliate is an entity, then Affiliate (a) is duly organized and validly existing in good standing under the laws of the jurisdiction of its formation or other jurisdiction in which it is qualified to do business; (b) has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby; (c) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (d) has duly executed and delivered this Agreement. If Affiliate is an individual, then Affiliate (i) has the capacity to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby and (ii) has duly executed and delivered this Agreement. This Agreement constitutes Affiliate’s legal, valid and binding obligation, enforceable against Affiliate in accordance with its terms.
5.2.Affiliate will not make any false, deceptive, misleading, derogatory or defamatory statements with respect to the Affiliate Program, dYdX or its employees, Users, the Site or the Protocol.
5.3.Affiliate will not use any ethnic slurs, personal insults, obscenity, or offensive statements or comments in connection with the Affiliate Program, dYdX or its employees, Users, the Site or the Protocol.
5.4.Affiliate will not use content or material that (a) violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including copyrights, trademark rights, patents, or any other third-party intellectual property, contract, privacy or publicity rights; or (b) violates any local, state, or national law, rule or regulation.
5.5.Affiliate will not create websites or advertisements that copy, imitate, or resemble the Site or the look and feel of the Site. Affiliate will not copy the Site or any portions thereof, including any of dYdX’s trademarks (or licensed trademarks) or other intellectual property, or display them on Affiliate’s own site or subdomain or use them in any way without dYdX’s prior express written consent.
5.6.Affiliate, and to its knowledge, its directors, officers, employees, agents, affiliates or representatives, is not, and are not, owned or controlled by a person that (a) is the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“Sanctions”); (b) is located, organized or resident in a country or territory that is the subject of Sanctions; and (c) will, directly or indirectly, use the proceeds received under this Agreement or otherwise make available such proceeds to any subsidiary, joint venture partner or other person (i) to fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any person.
5.7.Affiliate must not (a) engage in marketing the Affiliate Program, the Site, the Protocol or any brand associated with dYdX on any search engine, including Google; (b) offer cash back, coupons, rewards or other incentives as part of their marketing efforts for the Affiliate Program; (c) use traffic that is generated by pay to click, pay to read, banner exchanges, click exchanges, cost-per-view advertising, pop-up/under, spam, purchased traffic, or similar methods; (d) use cookie stuffing techniques that set the tracking cookie without the potential User actually clicking on the Link; (e) bid on or use dYdX’s trademarks (or licensed trademarks) or misspelled keywords for the purpose of pay-per-click on internet search engines; (f) use redirected pages and links to send a potential User to the Site; (g) engage in domain forwarding (i.e., purchasing a domain and setting it to forward directly to the Site using the Link); (h) engage in any marketing activity that may harm the reputation or credibility of dYdX or the dYdX protocol, including using low-quality marketing materials, or advertising on any website that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal activities, or violates the intellectual property or other rights of a third party; (i) engage in spam, electronic messaging, or any marketing or promotional activities that violate applicable laws, rules, or regulations; or (j) use malware or spyware to market or promote dYdX, the Site or the Protocol.
6.1.dYdX grants Affiliate a royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide sublicense to use the trademark “dYdX” (the “Mark”) for the purpose of using the Link as set forth herein to create a Qualified Referral and for no other purpose. Affiliate acknowledges that dYdX retains all ownership, right, title, and interest in and to its trademarks (including the Mark), trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Site and the Protocol, and services provided thereunder. Affiliate will not, at any time, do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of dYdX’s or it’s licensor’s right, title and interest in the Mark. Affiliate’s rights are strictly limited to the rights expressly granted in this Agreement or the Terms.
6.2.Affiliate grants to dYdX a royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide license, during the term of Affiliate’s time as an affiliate of dYdX, to use Affiliate’s name and likeness on the Site as an affiliate. Affiliate may revoke the forgoing license at any time by written request delivered to dYdX at email@example.com.
6.3.Affiliate must not at anytime, anywhere in the world: (a) file any application to register any intellectual property rights embodied in the Mark, or otherwise claim ownership of, any intellectual property rights embodied in the Mark; (b) register or attempt to register in any jurisdiction any trademark that is confusingly similar to the Mark or which would reasonably be expected to result in dilution of the Mark; or (c) challenge or contest the validity of the Mark.
6.4.Affiliate agrees to maintain and preserve the quality of the Mark and to use the Mark only in good faith and in a dignified manner (a) consistent with dYdX’s use of the Mark; and (b) in accordance with (i) the terms of this Agreement and the Terms and (ii) quality standards as may be reasonably established by dYdX and communicated to Affiliate from time to time in writing or as may be agreed to by dYdX and Affiliate from time to time in writing. Affiliate must not, by any act or omission, (A) alter the Mark without the prior written consent of dYdX; and (B) use or permit use of the Mark in any manner that tarnishes, degrades, disparages or reflects adversely on dYdX or its business or reputation or that would be detrimental to the Mark or the goodwill symbolized thereby.
7. Non-Exclusive; No Obligation.
The Affiliate Program is not exclusive. Without limiting any separate agreement that Affiliate and dYdX may choose to enter into regarding exclusivity, nothing in this Agreement or the Terms will preclude either Party from doing business separately with any other entity or person, including the performance of marketing, sales, or promotional services for such entities or persons. Affiliate’s participation in the Affiliate Program does not grant Affiliate any additional right to use or continue to use the Protocol, the Site or modify Affiliate’s obligations under the Terms as a User, if applicable.
8. Unlawful Activity.
dYdX reserves the right to investigate complaints or reported violations of this Agreement or the Terms and to take any action it deems appropriate, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities.
9.1.For purposes of this Agreement, “Confidential Information” means any technical or business information that might reasonably be presumed to be proprietary or confidential in nature. Without limitation, the terms of this Agreement will be deemed Confidential Information.
9.2.Confidential Information will not include information that Affiliate can demonstrate: (a) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of Affiliate; (b) was known by Affiliate prior to receiving such information from dYdX and without restriction as to use or disclosure; (c) is rightfully acquired by Affiliate from a third party who has the right to disclose it under the circumstances and who provides it without restriction as to use or disclosure; or (d) is independently developed by Affiliate without access to any Confidential Information of dYdX.
9.3.Affiliate agrees (a) to take all reasonable action necessary to protect the confidentiality of dYdX’s Confidential Information; and (b) not to use any such Confidential Information for any purpose except in accordance with the terms of this Agreement. In the event Affiliate is required to disclose dYdX’s Confidential Information pursuant to a valid order by a court or other governmental body or, in the reasonable opinion of Affiliate’s counsel, as otherwise required by law or regulation, prior to any such required disclosure, Affiliate will, to the extent permissible by law, promptly notify dYdX so that dYdX may obtain a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, Affiliate will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such required disclosure.
9.4.Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Section 9 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
10. Assumption of Risk.
Affiliate is solely responsible for ensuring that Affiliate’s participation in the Affiliate Program and performance under this Agreement complies with applicable law and does not violate the rights of any third party, including intellectual property rights. Affiliate assumes all liability for any claims, suits or grievances filed against Affiliate, including all damages related to participation in the Affiliate Program or arising out of or in connection with this Agreement.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AS OTHERWISE REQUIRED BY LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DYDX MAKES NO GUARANTEES THAT AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM AND PERFORMANCE UNDER THIS AGREEMENT WILL RESULT IN AFFILIATE REWARDS, CONTINUED OR FUTURE BUSINESS WITH DYDX, OR OTHER BUSINESS OPPORTUNITIES FOR AFFILIATE.
12. Limitation of Liability.
EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL DYDX BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM; PROVIDED THAT THIS LIMITATION OF LIABILITY SHALL NOT APPLY IN THE EVENT OF DYDX’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING THE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DYDX, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, ARISING OUT OF THIS AGREEMENT OR THE AFFILIATE PROGRAM, EXCEED THE LAST TWO MONTHS OF AFFILIATE REWARDS PAID UNDER THIS AGREEMENT.
AFFILIATE SHALL INDEMNIFY AND SAVE AND HOLD DYDX AND ITS SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, EMPLOYEES, AND CONTRACTORS HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, COSTS, OR FEES (THE “LOSSES”) ARISING FROM OR RELATED TO AFFILIATE’S BREACH OF ANY PROVISION OF THIS AGREEMENT, AFFILIATE’S USE OR MISUSE OF THE AFFILIATE PROGRAM, AFFILIATE’S FAILURE TO COMPLY WITH AFFILIATE’S OBLIGATIONS UNDER ANY AND ALL APPLICABLE LAWS, RULES OR REGULATIONS, OR NEGLIGENCE OR MORE CULPABLE ACT OR OMISSION (INCLUDING BAD FAITH, FRAUD, RECKLESSNESS OR WILLFUL MISCONDUCT) BY AFFILIATE OR ANY THIRD PARTY ON BEHALF OF AFFILIATE IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE ALLEGED LIABILITY OR LOSSES ARE BASED ON CONTRACT, NEGLIGENCE, TORT, UNJUST ENRICHMENT, STRICT LIABILITY, VIOLATION OF LAW OR REGULATION, OR ANY OTHER BASIS, EVEN IF AFFILIATE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES AND DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF ANY OTHER REMEDIES.
This Agreement will terminate immediately upon notice of either Party to the other Party. Termination will not affect dYdX’s obligation to pay the Affiliate Reward with respect to Affiliate Rewards earned prior to the effective date of the termination. Promptly upon termination of this Agreement, Affiliate will cease distributing, posting or otherwise publishing the Link. Section 9 through Section 15 and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination, expiration or assignment of this Agreement, will survive any expiration, termination or assignment of this Agreement.
15. General Provisions
15.1.This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any dispute, claim or controversy arising out of or relating to this Agreement will be determined by arbitration in the County of San Francisco, California. The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.
15.2.Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by each Party. Notwithstanding the foregoing, dYdX may, in its sole discretion, amend this Agreement at any time with notice, including by updating the “Last Updated” date at the top of this Agreement. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
15.4.Affiliate will provide all notices and other communications to firstname.lastname@example.org, and dYdX will provide all notices and other communications to the Affiliate (a) at the last email address provided to dYdX in writing; (b) via the Telegram channel last used between dYdX and Affiliate; or (c) by posting on the Site. The foregoing are the only effective channels for providing notice and all other forms of notice will be ineffective for purposes of this Agreement. Notices will be effective when sent.
15.5.If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
15.6.This Agreement will be binding upon and will inure to the benefit of each Party’s permitted successors and assigns. This Agreement is not assignable or transferable by Affiliate without the prior written consent of dYdX. dYdX may, without obtaining the prior written consent of Affiliate, assign any of its rights, or delegate any of its obligations under this Agreement in connection with the sale of all or substantially all of its assets to which this Agreement relates (whether by sale, merger, reorganization, consolidation or otherwise). Any attempt to assign or transfer this Agreement in violation of this provision will be void.
15.7.The failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
15.8.Other than the Parties, no person or entity will have or acquire any right by virtue of this Agreement.
15.9.In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
15.10.This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. An electronically signed copy of this Agreement delivered by electronic mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
15.11.Except to the extent otherwise provided or unless the context otherwise requires, for the purposes of this Agreement: (a) references made in this Agreement to a Section or Exhibit are references to a section or exhibit of this Agreement; (b) the headings in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; and (d) the use of “or” is not intended to be exclusive. The preamble to this Agreement is incorporated herein by reference and made a part of this Agreement.
15.12.In the event of a conflict between this Agreement and the Terms, the terms of this Agreement will govern to the extent of such conflict. For the avoidance of doubt, except to the extent otherwise provided, Section 10 through Section 13 and Section 15 of this Agreement will be deemed to supplement rather than conflict with the Terms.
Average Daily stkDYDX
0 - 24.99
25 - 99.99
100 - 249.99
250 - 499.99
500 - 4,999.99
5,000 - 49,999.99
50,000 - 499,999.99