Referral Program Terms and Conditions

1. General

These terms and conditions (“Terms”) govern the use of the Website (defined below) and the Services (defined below). These Terms also include any guidelines, announcements, additional terms, policies, and disclaimers made available or issued by us from time to time. These Terms constitute a binding and enforceable legal contract between Grillmasters Limited and its affiliates (“Company”, “Marinade Finance”, “we”, “us”) and you, an end user of the services (“you” or “User”) at https://marinade.finance/ (“Services”). By accessing, using or clicking on our website (and all related subdomains) or its mobile applications (“Website”) or accessing, using or attempting to use the Services, you agree that you have read, understood, and to are bound by these Terms and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Website or the Services. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.

We may modify, suspend or discontinue the Website or the Services at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. Any and all modifications or changes to these Terms will become effective upon publication on our Website or release to Users. Therefore, your continued use of our Services is deemed your acceptance of the modified Terms and rules. If you do not agree to any changes to these Terms, please do not access or use the Website or the Services. We note that these Terms between you and us do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, our privacy policy, platform rules, guidelines and all other agreements entered into separately between you and us are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your use of the Website or Services is deemed your acceptance of any supplementary terms too.

2. Eligibility

1. Referring Users. Marinade must invite and approve a Referring User to participate in the Referral Program, and Marinade may request information and documentation from a Referring User for purposes of its internal due diligence and compliance with applicable law. Codes are issued to Referring Users at Marinade’s sole discretion. Marinade may, at any time and without notice, deactivate any Code issued to a Referring User. Each Referring User may use their own discretion when making their Code available to Referred Users.
2. Eligibility.
   1. In order to participate, each Participant will need to connect a Wallet with the Service and provide other information, which may be associated with Participant. Participants must have a Wallet connected to the Protocol using one of the third-party software wallets compatible with Solana and have staked SOL using the Services. Marinade reserves the right to deny or revoke participation in the Referral Program at any time without notice to the Participant. To be eligible for Rewards, Participant must have complied (and remain in compliance) with these Terms.
   2. The Referral Program is intended solely for users who are eighteen (18) years of age or older and have the capacity to enter into these Terms and will be legally bound by the terms and conditions of these Terms, as amended from time to time, and are not barred from participating in the Referral Program under any applicable law. If you are under the age of eighteen (18), then you are not permitted to use the Referral Program. By participating in the Referral Program, you represent and warrant that you are eighteen (18) years of age or older. 
   3. You may not participate in the Referral Program if you are a resident of any jurisdiction in which (i) Marinade is not authorized to provide the Referral Program, (ii) the United States has embargoed goods or services, (iii) where your participation in the Referral Program would be illegal or otherwise violate any applicable law of such jurisdiction of the United States (“Restricted Jurisdiction”). You represent and warrant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users. You hereby represent and warrant that you will not participate in the Referral Program even if our methods to prevent you from doing so is not effective or can be bypassed. We may implement controls to restrict access to the Referral Program from any Restricted Jurisdiction. 
   4. Marinade makes no claims that the Referral Program is appropriate for or may be legally accessed outside of the United States. If you access the Referral Program from outside the United States, you do so at your own risk and are responsible for compliance with the applicable laws of the country or jurisdiction where you may be located. You may not use or export any content of the Referral Program or any website affiliated therewith (the “Sites”) in violation of U.S. export laws and regulations or any other U.S. or foreign federal, state, or local statute, rule, or regulation. The Referral Program is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. We make no representations that the Referral Program is appropriate for use in all locations, or that the transactions, products, financial instruments, or services indicated or discussed on the Sites are available or appropriate for sale or use in all jurisdictions, countries, or by all investors or counterparties. By accessing or using the Referral Program or our Services, you consent to the processing, transfer, and storage of information about you in and to the United States, where you may not have the same rights and protections as you do under local law.
   5. You represent and warrant that you satisfy all eligibility requirements set forth in these Terms, and any other terms applicable to your use of the Services, or otherwise stated by Marinade in connection with the Referral Program. We may, in our sole discretion, prohibit you from participating in the Referral Program and/or suspend or terminate your access to the Referral Program if you do not satisfy (or no longer satisfy) one of the eligibility requirements listed herein. 
   6. Participant’s eligibility to receive Rewards may be subject to verification by Marinade, whose decisions are final and binding in all matters related to this Referral Program. Participant will not receive a Reward unless and until Participant’s eligibility has been verified and no further action is needed. 
3. Eligible Rewards. Referred Users may activate a Referring User’s Code when connecting a Wallet and staking Solana tokens through the Service. Activation of a Code will enable the Referred User to receive a greater share of eligible staking rewards generated through the Service (“Eligible Rewards”). Currently, Marinade is offering Referred Users an additional 0.125% APY on their respective staked SOL as an Eligible Reward, as provided for in Section 1(g).
4. Referring User Rewards. Referring Users will earn an amount of SOL equal to the Eligible Rewards generated by each Referred User that redeems such Referring User’s Code (“Referring User Rewards” and, together with the Eligible Rewards, “Rewards”). 
5. Variability. The Rewards, including the amount or timing of distribution, and the terms and conditions will be determined by Marinade in its sole discretion. Marinade currently distributes staking rewards every epoch. Rewards may be tracked through the Marinade user interface.
6. No Guarantee. Notwithstanding the foregoing, while Marinade aims to provide Rewards to Participants, as provided for herein, Marinade does not guarantee the availability of any Rewards for any Participant.
7. Source of Rewards. Participants using the Service may receive staking rewards through the delegation of SOL to participating, third-party validators on Solana (“Validators”). The Protocol automatically optimizes the delegation of SOL according to Marinade’s strategies. The amount of staking rewards a user may earn through the Service is programmatically determined and depends on a number of factors, including the inflationary and block rewards generated by Solana, the offers validators make to stakers on Solana (the “Validator Offers”), blockchain protocol fees related to the operation of the Protocol (such as those related to transactions and delegation or redelegation) (the “Protocol Fees”), and the amounts collected by Marinade for its services (the “Marinade Fee”). The sum of the rewards generated by Solana plus or minus Validator Offers minus Protocol Fees constitutes the “Gross APY.” Validators to whom a user’s stake is delegated through Marinade Native will pay to that user the Gross APY less the Marinade Fee. The Rewards provided for hereunder are paid from a portion of Marinade’s Fees (“Eligible Fees”). A portion of Eligible Fees is redirected to the Referring User and/or the Referred User, as the case may be, instead of being retained by Marinade.

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2. Prohibited Activities

1. Participant agrees to not engage in any activity that violates these Terms, Marinade’s Terms of Use, or any other terms and conditions that may govern Participant’s use of the Services. Participants may not engage in fraudulent or deceptive activities, including self-referrals, creating multiple Wallets to claim Rewards, or artificially inflating referral activity. Codes may not be distributed via spam, unsolicited messages, or methods that violates Applicable Law (defined below), including those relating deceptive or fraudulent advertisements and endorsements. Marinade reserves the right to withhold or revoke Rewards and/or terminate a Participant’s participation in the Referral Program if Marinade determines, in Marinade’s sole discretion, that Participant has acted in a fraudulent or abusive manner. 
2. Participant further agrees not to: (i) violate any Applicable Law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Referral Program; (ii) refer, as a Referring User, themselves as a Referred User; (iii) sell or transfer any reward we provide in connection with these Terms; or (iv) use the Referral Program or any Code to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or computer code designed to adversely affect the operation of any computer software or hardware. 
3. For purposes of these Terms, “Applicable Law” will mean any federal, state or local law (including common law), codes, statutes, ordinances, rules, regulations, regulatory bulletins or written guidance, regulatory examinations or orders, written decrees and written orders of any governmental or regulatory authority, in any jurisdiction, applicable to Participant’s business and Participant’s use of the Services, including (i) anti-money laundering provisions, (ii) counter-terrorist financing provisions, (iii) sanctions provisions, and (iv) securities or investment provisions. Misuse of Rewards or Codes constitute fraud. 
4. Marinade reserves the right, in Marinade’s sole discretion, to cancel, modify or suspend any Rewards or Codes should a virus, bug, computer problem, unauthorized intervention or other causes which corrupt or impair the security and fairness of the Rewards or Code.
5. Marinade may, in its sole and absolute discretion, determine any Reward to be void for any reason including but not limited to the following: the Reward is obtained through unauthorized or illegitimate sources/channels, including purchased or obtained at a live auction; the Reward is not verified or recognized as a valid Reward; or the Reward is incorrectly or incompletely entered or submitted.

3. Additional Promotions

From time to time, Marinade may offer special or additional promotions in connection with the Referral Program (“Promotions”) through which a Participant may receive additional Rewards or discounts by complying with the terms and conditions of the Promotions. Any participation in a Promotion will be subject to any applicable Promotions terms and conditions, including any limited eligibility periods.

4. ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY REWARD ARE PARTICIPANT’S SOLE RESPONSIBILITY

Participant is responsible for determining whether taxes (including any sales, products and services, excise, import, export, value added, consumption or other taxes), fees and/or duties apply to the Participant’s participation in the Referral Program and to collect, report, and remit the correct taxes, fees and/or duties to the appropriate tax authorities. Participant agrees that Marinade is not responsible for assessing, collecting, reporting, or remitting any taxes on Participant’s behalf and to indemnify and hold Marinade harmless from and against any claim arising out of or related to Participant’s failure to comply with this requirement. Participant acknowledges and agrees that Marinade may send documents to Participants and tax authorities in connection with Participant’s Rewards.

5. Suspending or Discontinuing the Referral Program

Marinade reserves the right to suspend or stop providing all or portions of the Referral Program at any time and for any reason, with or without notice. Participants also have the right to stop participating in the Program at any time and terminate a Referring User’s Code, upon request. 

6. Indemnification

To the fullest extent permitted by Applicable Law, you will indemnify, defend, and hold harmless Marinade, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Marinade Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your Participation in the Referral Program (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Referral Program. You will promptly notify Marinade Parties of any third-party Claims, cooperate with Marinade Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The Marinade Parties will have control of the defense or settlement, at Marinade’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Marinade or the other Marinade Parties.

7. Limitation of Liability

To the fullest extent permitted by Applicable Law, Marinade and Marinade Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Marinade or Marinade Parties were advised of the possibility of such damages. The total liability of Marinade and Marinade Parties for any claim arising out of or relating to these Terms, regardless of the form of the action, is limited to $50.The limitations set forth in this Section will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Marinade or Marinade Parties or for any other matters in which liability cannot be excluded or limited under Applicable Law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

8. Feedback

If Participant provides to us feedback about the Referral Program, then Participant grants to us, without charge, the right to use, share, and commercialize Participant’s feedback in any way and for any purpose. 

9. Miscellaneous

1. Dispute Resolution.
   1. Governing Law. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the laws of the British Virgin Islands.
   2. Jurisdiction. Each party irrevocably agrees that the courts of the British Virgin Islands will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or its subject matter or formation.
2. Publicity. In connection with this Referral Program, Referring Users hereby grant Marinade a non-exclusive, worldwide, nontransferable (except in connection with an assignment permitted by these Terms) license to use such Participating User’s name and, as applicable, logo as a component of the Referral Program’s marketing materials.
3. Assignment. Participants may not assign this Agreement to any other party. Marinade may assign this Agreement or delegate any of its rights and responsibilities under this Agreement to third parties without notice to Participants.
4. No Agency or Third-Party Beneficiaries. Nothing in these Terms will be deemed or is intended to be deemed, nor will it cause, Participants and Marinade to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either Participant or Marinade to be treated as the agent of the other.
5. Severability. If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. 
6. No Waiver. A party’s failure to enforce any rights under these Terms will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under these Terms. Marinade’s decision to authorize Participant to provide Codes will not be deemed a waiver of any rights Marinade may have under this Agreement.
7. Amendments. Any amendment to the Terms must be in writing, signed by both parties, and expressly state that it is amending these Terms.
8. Entire Agreement. These Terms constitute the entire agreement between the parties relating to the Referral Program and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter. All parts of these Terms apply to the maximum extent permitted by Applicable Law. If a court holds that Marinade cannot enforce a part of the Terms as written, Marinade may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of the Terms will not change. The Terms’ section titles are for reference only and have no legal effect.
9. Interpretation. Use of the word “include” or “including” will be interpreted to mean “including without limitation.” 
10. Costs and Expenses. All costs and expenses incurred by a party in connection with the performance of its obligations or the exercise of its rights under the Terms will be its sole responsibility.

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BY MAKING USE OF OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF ENCRYPTED OR DIGITAL TOKENS OR CRYPTOCURRENCIES WITH A CERTAIN VALUE THAT ARE BASED ON BLOCKCHAIN AND CRYPTOGRAPHY TECHNOLOGIES AND ARE ISSUED AND MANAGED IN A DECENTRALIZED FORM (“DIGITAL CURRENCIES”); (B) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF THE SERVICES AND TRANSACTIONS OF DIGITAL CURRENCIES; AND (C) MARINADE FINANCE SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES. AS WITH ANY ASSET, THE VALUES OF DIGITAL CURRENCIES ARE VOLATILE AND MAY FLUCTUATE SIGNIFICANTLY AND THERE IS A SUBSTANTIAL RISK OF ECONOMIC LOSS WHEN PURCHASING, HOLDING OR INVESTING IN DIGITAL CURRENCIES.