Oshi Satoshi Rewards Affiliate Program Terms of Use

Last updated: August 20, 2023

The following terms and conditions (the “Affiliate Terms”) are entered into by and between you and Oshi Technologies, Inc. (hereinafter referred to as "the Company", "we", or "us") and govern your participation in the “Oshi Affiliate Program” (the “Affiliate Program” or “Program”). These Affiliate Terms supplement, and form part of, Oshi’s Terms of Service, its Privacy Policy, and all terms, conditions, and notices contained therein (collectively, the “Terms”).

BY SHARING YOUR REFERRAL LINK, OR BY SENDING A REFERRAL LINK TO ANY PERSON, YOU AGREE AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE AFFILIATE TERMS AND THE TERMS.

YOUR PARTICIPATION IN THE PROGRAM IS ENTIRELY AT THE COMPANY’S DISCRETION. You can be removed from the Program at any time for any reason or no reason. If you violate any of these Affiliate Terms, you can be immediately removed from the Affiliate Program, and any rewards or benefits you may have received or been entitled to receive will be automatically forfeited by you.

The Company, in its sole discretion, may revise, update, or amend the Terms or these Affiliate Terms at any time and from time to time for any reason or no reason by posting revised Terms or Affiliate Terms and/or notifying you via your Account. All changes are effective on the date the changes are posted. Continued participation in the Affiliate Program following any revision, update, amendment, or other change to these Affiliate Terms will constitute your binding acceptance of the revised and amended Affiliate Terms.

‍

1. Eligibility

To be eligible to participate in the Program:

(a) You must be at least 18 years of age or of the legal age to form a binding contract under applicable laws.

(b) You must be an individual, legal entity, or other organization with full legal capacity and authority to enter into these Affiliate Terms.

(c) You must have previously created an Account with Oshi.

(d) You should not have previously been prohibited from using the Program or any other services offered by Oshi.

By sharing your referral link with others, you automatically agree to Oshi's Rewards Terms of Service. Any actions contrary to this understanding could be subject to review and appropriate action by Oshi.

2. Program Description

The Oshi Referral Program allows you to earn rewards in the form of satoshi points when users you introduce to our platform make purchases from affiliated businesses available on the Oshi site (“Users”). Users must access these businesses and complete their purchases using a referral link (“Referral Link”) you provide. You can earn from the Referral Program either by referring Users to these businesses through the platform (each person doing so being referred to as a “Referrer”) or as a User making a purchase. Participation in the Referral Program is entirely voluntary and is not required to use the Oshi site or its other services.

3. Referrals

“Qualified Referral” means Users referred by you to affiliated merchants via Oshi who: (a) click on your unique Referral Link provided by Oshi; (b) within thirty (30) days of clicking on your unique Referral Link, make a qualifying purchase on the affiliated merchant's website.

“Referrers who share the same personal information, including but not limited to, first and last name, email address, and government-issued identification, with a referred User may be deemed to have made a “Self-Referral.” Oshi, in its sole discretion, will determine:

1/ the classification of any referral as a Self-Referral and
2/ whether satoshi rewards will be granted for any Self-Referral.

4. Satoshi Rewards Commission

The specific satoshi rewards commission rate for Affiliates is determined by the affiliated merchant and can vary. This rate is subject to change at either Oshi's or the merchant's discretion. An Affiliate will earn a percentage, as determined by the merchant, of the purchase value of a Qualified Referral as their reward commission, denoted in satoshis or "sats" (the “Satoshi Rewards Commission”).

Satoshi Rewards Commissions become payable sixty (60) days after the referred User completes a Qualified Referral unless otherwise specified by Oshi or the affiliated merchant. Commissions will only be paid in satoshi rewards, or sats, which will be held in the Affiliate’s Oshi rewards account.

In order to receive and access their Satoshi Rewards Commission, Affiliates must maintain an active Oshi rewards account. If an Affiliate doesn't already have an Oshi rewards account at the time they join the referral program, creating such an account will be a prerequisite to earn and access their commission.

Affiliates are responsible for any and all applicable fees or charges associated with their Oshi rewards account.

5. Party Relationship

Nothing in these Affiliate Terms is to be construed as creating any partnership, joint venture, franchise, sales representation, or employment relationship between you and Oshi. You are not permitted to represent or speak on behalf of Oshi or any of its Affiliates or bind Oshi in any manner. Furthermore, you shall not make any claims, representations, or warranties in connection with Oshi or its Satoshi Rewards Commission Program.

The parties recognize that the Affiliate operates as an independent contractor for Oshi. As such, you shall not be considered an employee for any purposes, whether for federal or state tax implications or any other matter. Consequently, you are not eligible to receive any employee benefits from Oshi, nor participate in any of its employee benefit schemes.

In scenarios where, by legal implications or otherwise, you may be perceived as an agent or representative of Oshi, you agree to indemnify and hold Oshi and its affiliates harmless. At Oshi's discretion, you might also need to defend against any claims arising due to such perceived agency or representative relationship.

You are solely responsible for handling and meeting any tax obligations, including but not limited to income tax, sales tax, personal property tax, VAT, excise, withholding, Social Security, Medicare taxes, self-employment taxes, and disability insurance that arise from any payments or rewards made to you by Oshi. Oshi retains the right to withhold any applicable taxes from amounts due to you as mandated by any relevant law or regulation. If you are a U.S. resident and you accrue more than six hundred dollars ($600) in Satoshi Rewards Commissions within a calendar year, you will be obligated to complete and return a Form W-9 to Oshi as directed. Subsequently, Oshi will provide you with a Form 1099-MISC.

6. Roles and Responsibilities

a. Purpose of the Program: Recognize that the Satoshi Rewards Commission Program aims to inspire new users to explore our affiliated merchants. Uphold this spirit with sincerity and integrity.

b. Avoid Conflicts of Interest: Refrain from directing referrals towards anyone directly affiliated with or contracted by Oshi.

c. Staying Compliant: As an Affiliate of Oshi, it's your duty to navigate within the boundaries of federal, state, and local laws and regulations. Always be transparent and truthful, particularly in line with the FTC guidelines, when referring potential users.

d. Authentic Referrals Only: We welcome connections from your personal and professional networks. However, dubious actions might negate certain accounts from being acknowledged as Qualified Referrals. This includes any attempts to refer yourself or current users of our platform.

e. Managing Your Expenses: The onus of any financial outlays related to your advocacy activities falls on you. Ensure you're strategic and aware of any costs you might incur.

f. Communication Etiquette: When speaking about or championing Oshi's reward program, always (i) maintain a level of professionalism and truthfulness; (ii) avoid overrepresenting or skewing your ties with Oshi; and (iii) steer clear from inappropriate, unlawful, or offensive remarks. Oshi might occasionally review and advise alterations to content related to the program. Your agile response and adjustments to such guidance will be appreciated. Directly paying to amplify your Referral Link is not advised.

g. No to Unsolicited Outreach: It's essential to ensure your communications never tread into spam territory. Keep your outreach organic, ensuring your Referral Link is shared with genuinely interested parties. Leveraging bots, automation, or mass outreach methods, especially towards strangers, is frowned upon.

7. Advocacy and Marketing Standards

a. Ensure that all promotional actions and statements regarding Oshi and its associated platforms are truthful and free from deception or inaccuracies.

b. Safeguard sensitive data, including but not limited to details about Oshi, its users, or our programs.

c. Refrain from negative, slanderous, or harmful remarks about Oshi or any associated entity or user.

d. Respect the intellectual property and personal rights of others in all communications.

e. Maintain decorum by not using derogatory language or statements during promotional activities.

f. Do not replicate or mimic the aesthetics or functionalities of Oshi’s platforms on any other website or platform.

g. Promotions via search engines, like Google, are not permitted.

h. Do not offer monetary rewards, vouchers, or any promotional activities that mimic lotteries or contests as part of your advocacy efforts.

i. Avoid using low-quality traffic sources such as paid clicks, banner swaps, or pop-up advertisements.

j. Do not employ tactics like cookie stuffing where tracking cookies are set without genuine user interaction.

k. Refrain from bidding on Oshi's branded keywords, especially on paid search platforms.

l. Using redirection techniques to mislead users to our platforms is prohibited.

m. Avoid practices like domain forwarding that lead directly to Oshi using referral links.

n. Ensure that all promotional materials and platforms uphold Oshi's reputation and adhere to high standards.

o. Abide by all legal guidelines and restrictions in your promotional efforts.

p. Malware, spyware, or any intrusive software is strictly prohibited for promotional activities.

‍

When showcasing Oshi, be transparent about your affiliation. Potential users should be informed of any compensation you receive. Furthermore:

‍

i. Make your disclosure noticeable and clear.

‍ii. Ensure that the disclosure isn't hidden or obscured.

‍iii. Overlay disclosures on visual content to ensure clarity.

‍iv. Videos should carry the disclosure both within and in their descriptions.

‍v. Social media promotions should respect platform-specific guidelines:

1. Promote to your audience without overstepping boundaries.
2. Avoid intruding on Oshi's official social channels.
3. Creation of impersonating brand accounts is strictly prohibited.

vi. Ensure disclosures on platforms like Instagram are placed prominently.

‍vii. During live sessions, keep the affiliation disclosure visible and reiterated.

‍viii. Email campaigns must be:

1. Approved by Oshi or shared with us.
2. Clearly sent by you, not implying Oshi’s direct involvement.
3. Compliant with legal standards, including anti-spam regulations.

ix. In threaded conversations, like chats or tweets, introduce your disclosure early and periodically.

‍x. Always declare your association when tagging products or services.

‍xi. Abide by any other agreements or guidelines set by affiliated brands.

8. Permission Agreement

During your tenure as an Affiliate with Oshi, you grant us a limited, revocable, worldwide permission to use your name and image on our platform, if you provided us with your name and/or image, showcasing you as a collaborative partner. Should you wish to rescind this permission, kindly communicate your intent in writing to our support team at support@oshi.tech. We commit to act upon such requests in a timely manner.

9. Open Partnership & Site Access

Our Affiliate Program operates on a non-exclusive basis. These Affiliate Guidelines don't limit either party's ability to engage with other individuals or entities, whether for marketing, sales, or promotional activities.

Your role as an Affiliate does not bestow upon you any additional rights or privileges concerning continued access to our platform.

10. Liability & Responsibility

Your participation in the Affiliate Program is at your own discretion and responsibility. You are tasked with ensuring that your activities within the program are in line with all relevant laws and don't infringe upon the rights of third parties, including but not limited to intellectual property rights. Any legal actions, claims, or complaints directed at you, including damages, stemming from your involvement in the Affiliate Program, are your sole liability.

11. Intellectual Property Acknowledgement

Unless expressly allowed in the Guidelines, you are not permitted to modify, distribute, or utilize any of the Company's intellectual assets, which include, but aren't limited to, trademarks, text, graphics, videos, or documentation. Any rights related to the materials or content you generate or employ while participating in the Affiliate Program will be outlined in the Guidelines.

12. Limitations & Warranties

THE AFFILIATE PROGRAM IS OFFERED TO YOU "AS IS" AND ON AN "AVAILABLE" BASIS. WE, THE COMPANY, HEREBY DISCLAIM ALL REPRESENTATIONS, GUARANTEES, AND WARRANTIES, WHETHER IMPLIED OR STATED, ASSOCIATED WITH THE PROGRAM OR THESE AFFILIATE GUIDELINES. THIS INCLUDES BUT IS NOT LIMITED TO ANY IMPLIED WARRANTIES OF SUITABILITY, MERCHANTABILITY, NONINFRINGEMENT, OR THOSE ARISING FROM ESTABLISHED PATTERNS OF CONDUCT OR TRADE.

FURTHERMORE, WE DO NOT PROVIDE ANY ASSURANCES THAT YOUR ENGAGEMENT IN THE AFFILIATE PROGRAM WILL YIELD REWARDS, ONGOING OR FUTURE COLLABORATIONS WITH THE COMPANY, OR ANY ADDITIONAL PROFESSIONAL OPPORTUNITIES.

13. Limitation of Liabilities & Release

IN ADDITION TO ANY DISCLAIMERS IN THE TERMS, WE, THE COMPANY, ACCEPT NO LIABILITY OR ACCOUNTABILITY, AND SHALL BE EXEMPT FROM ANY CONSEQUENTIAL OR DIRECT LOSSES (REFERRED TO HEREIN AS "LOSSES") STEMMING FROM OR ASSOCIATED WITH:

A. THESE AFFILIATE GUIDELINES;B. YOUR ENGAGEMENT IN THE AFFILIATE PROGRAM;C. ANY DISCUSSIONS YOU HOLD WITH A USER OR ANOTHER ENTITY ABOUT THE AFFILIATE PROGRAM;D. ANY VIOLATION OF THESE AFFILIATE GUIDELINES ON YOUR PART;E. YOUR FAILURE TO ADHERE TO RELEVANT LAWS, INCLUDING THOSE PERTAINING TO PRIVACY OR ELECTRONIC COMMUNICATIONS;F. THE ACTIONS OF THE TRUSTEE, INCLUDING ANY REFUSAL TO INITIATE AN ACCOUNT THAT WOULD ALLOW YOU TO GAIN REWARDS; ANDG. ANY DELIBERATE OR CARELESS ACTIONS OR LAPSES ON YOUR END.

YOU HEREBY EXEMPT THE COMPANY, ALONG WITH ITS FUTURE ASSOCIATES, DELEGATES, EMPLOYEES, AND AGENTS ("COMPANY REPRESENTATIVES") FROM LIABILITY FOR ANY LOSSES, EXPENSES, CHARGES, OR COSTS (REFERRED TO HEREIN AS "LOSSES"). YOU AGREE TO PROTECT, HOLD HARMLESS, AND INDEMNIFY THE COMPANY REPRESENTATIVES AGAINST ANY SUCH LOSSES. THESE LIABILITY RESTRICTIONS ARE APPLICABLE IRRESPECTIVE OF THE UNDERLYING CAUSE, WHETHER IT BE BASED ON CONTRACT, NEGLIGENCE, TORT, VIOLATION OF ANY STATUTE OR RULE, OR ANY OTHER GROUNDS, EVEN IF ADVISED OF SUCH POTENTIAL LOSSES.

IF, FOR ANY REASON, A JURISDICTION FINDS ANY OR ALL OF THIS SECTION TO BE UNENFORCEABLE, THEN THE AGGREGATE LIABILITY OF THE COMPANY REPRESENTATIVES SHALL NOT EXCEED THE SUM PAID BY YOU DIRECTLY TO THE COMPANY FOR ANY RELATED SERVICES OR PRODUCTS.

14. Indemnity

Beyond the indemnification obligations outlined in the Terms, you commit to safeguard, uphold, and absolve the Company—including its current and future executives, administrators, staff, agents, licensors, service providers, and third-party informants associated with the Site—from all liabilities, charges, expenses, damages, and costs, inclusive of justifiable legal fees. These may arise from any breach of these Affiliate Guidelines on your part or may be associated with or result from your engagement in the Affiliate Program.

15. Duration & Cessation

Your engagement with the Affiliate Program and the relevance of these Affiliate Terms initiate when a User applies your Referral Link for the Affiliate Program during the account creation process. This also holds true if you produce a Referral Link, forward a Referral Link to someone, or employ other measures to motivate an individual to become a User and partake in the Affiliate Program. These Affiliate Terms remain in force without a set end date until such time as your involvement in the Affiliate Program ceases. Should your association with the Affiliate Program conclude, all Commission payments will be halted as of that date. Notwithstanding the termination of your involvement, these Affiliate Terms will persist.

You concur that the Company holds the right, at its sole determination, to pause or conclude your involvement in the Program if it discerns that you have breached or not adhered to the intent or actual wording of these Affiliate Terms. Furthermore, any activity that is perceived as fraudulent, malicious, or unlawful may serve as a reason for the cessation of your role in the Program. It is your responsibility to ensure that your engagement in the Program abides by all pertinent laws and regulations, and you solely bear the onus for any misconduct or prohibited actions tied to your participation in the Program.

16. Company's Rights & Investigations

The Company maintains the authority to probe any grievances or reported infringements of these Affiliate Terms and to undertake any measures it finds suitable. This includes, but isn't restricted to, notifying any suspected illegal activities to officials involved in law enforcement, regulatory bodies, or other third parties, and sharing any essential data with these entities relating to such matters. The Company can cease your involvement in the Affiliate Program at its discretion, regardless of the reason.

Further emphasizing the above, we retain the prerogative to fully cooperate with any legal authorities or court directives that call for the revelation of the identity or any other particulars of individuals engaged in the Affiliate Program. YOU HEREBY RELINQUISH ANY POTENTIAL CLAIMS AND EXONERATE THE COMPANY, ITS PARTNERS, PERMIT HOLDERS, AND SERVICE VENDORS, FROM ANY REPERCUSSIONS STEMMING FROM ANY ACTIONS EXECUTED BY THE AFOREMENTIONED ENTITIES IN THE COURSE OF, OR FOLLOWING, THEIR INQUIRIES. THIS ALSO ENCOMPASSES ANY ACTIONS TAKEN DUE TO INVESTIGATIONS CONDUCTED EITHER BY THE STATED PARTIES OR OFFICIAL LAW ENFORCEMENT AGENCIES.

17. Comprehensive Agreement; Provision Severability; Non-Waiver; Amendments

The encompassed Affiliate Terms, combined with the Terms, represent the exhaustive agreement in relation to the Affiliate Program. Should any component of these Affiliate Terms be adjudicated unlawful, null, or unenforceable by a competent court, such component will be viewed as detached from the remaining terms, and will not impinge on their legitimacy and binding nature. Waivers pertaining to any term herein can only be considered valid if documented in writing and endorsed by the concerned entities. Any lapse in asserting a right or applying a remedy specified herein does not amount to a waiver of such right or remedy, nor does it affect the capability to subsequently enforce said right or remedy.

18. Dispute Resolution

In the event of any dispute, controversy, or claim, of any nature arising out of or relating to the Affiliate Program or these Affiliate Terms, or the relationship of the parties under this arrangement (hereinafter, the “Dispute”), and if the Dispute cannot be settled through direct discussions, the parties agree to first attempt to resolve the Dispute amicably by mediation in accordance with the then current Commercial Mediation Rules of the American Arbitration Association (“AAA”). Should mediation fail to resolve the Dispute within thirty (30) days of a written request for mediation submitted by any party to AAA, the Dispute shall then be resolved by arbitration administered by AAA in accordance with its current AAA Commercial Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court possessing appropriate jurisdiction.

The arbitration shall be governed by the Federal Arbitration Act. All other matters, including but not limited to the interpretation and enforcement of this agreement, shall be governed by the laws of the State of Texas, excluding its conflicts or choice of law rules. The venue for arbitration shall be Fort Worth, Texas, and shall be conducted by one neutral arbitrator appointed by AAA in accordance with its Commercial Arbitration Rules. Neither party, nor the arbitrator, may disclose the existence, content, or results of any arbitration under these Affiliate Terms without the prior written consent of both parties.

All fees and expenses associated with the arbitration shall be borne equally by both parties, unless a party fails or refuses to pay its share, in which case such party shall waive its rights to be heard, present evidence, and assert claims in the arbitration. However, each party shall bear its own counsel, expert, witness, and related fees. The prevailing party, as determined by the arbitrator, shall be entitled to an award of reasonable attorney’s fees, arbitration fees, administrative expenses, and pre-award and post-award interest at the prevailing Texas statutory rates. This agreement to arbitrate shall remain in effect even after the termination or repudiation of these Affiliate Terms.

19. Contact Us

If you have a question or complaint regarding any of the Services, please contact us by visiting https://www.oshi.tech.

You may email us at: support@oshi.tech

You may also contact us by writing to:

Oshi Attn: Customer Merchant Listing: 621 E 6th St, Austin, TX 78701

You may contact us by phone by calling: 1-617-682-9767

Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Merchant Listings of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.