Effective date: March 1, 2023

This Affiliate Program Agreement (“Affiliate Agreement”) sets forth the terms and conditions of your participation in the WEEX Affiliate Program (the “Affiliate Program”). This Affiliate Agreement is supplemental to, and shall be read together with, the terms of our User Agreement and Privacy Policy (collectively, the “WEEX Terms”).

By registering for and/or participating in the Affiliate Program, you confirm that you have read, understood and agreed to be bound by this Affiliate Agreement and the WEEX Terms. If you do not agree with any of the terms and conditions set out herein, you must not participate in the Affiliate Program.

1. Definitions

1.1 In this Affiliate Agreement, unless the context otherwise requires:

• “Affiliate”, “you” or “your” means you and any other participant in the Affiliate Program accepted by WEEX.

• “WEEX”, “we”, “us” or “our” means the operator of the WEEX trading platform and its relevant affiliates and group entities, as applicable.

• “Affiliate Links” means the unique links assigned by WEEX to the Affiliate, as may be amended from time to time, for the Affiliate’s use to direct third parties to the Platform or any other website or service of our business where such third parties can become potential customers of WEEX.

• “Affiliate Credentials” means the set of user identification, password, personal identification number, token, and any other information provided to an Affiliate to access the Affiliate Program or Affiliate Account.

• “Affiliate’s Referral Code” means the referral code assigned to an Affiliate which may be used by potential customers or WEEX to identify the link between the Referral and the Affiliate.

• “Commission” means any commission, rebate or other monetary amount earned by the Affiliate under the Affiliate Program, as calculated and determined by WEEX in its sole discretion in accordance with this Affiliate Agreement.

• “Platform” means the WEEX trading platform, including but not limited to WEEX.com and any of our associated websites, application programming interfaces, mobile applications, products and services.

• “Referral” means a person who becomes our user through your Affiliate Links and/or the Affiliate’s Referral Code in a manner recognized and recorded by WEEX.

• “Sub-Affiliate” has the meaning given to it in Clause 5.4 below.

2. Eligibility

2.1 You must be at least 18 years of age to participate in the Affiliate Program.

2.2 You must not be residing in, or otherwise be a resident, citizen, national or tax resident of, a jurisdiction in which it is restricted, prohibited or illegal for you to:

• participate in the Affiliate Program;

• use or access the Platform; or

• use, hold, buy, sell, deal in or otherwise be involved in the ownership of cryptocurrency or other digital assets.

2.3 WEEX shall have the sole and absolute discretion to accept or reject your application for participation in the Affiliate Program, and to suspend or terminate such participation at any time.

3. Affiliate Account

3.1 Upon acceptance into the Affiliate Program, you shall establish an affiliate account on the Platform (or such other system or platform as WEEX may designate from time to time) (the “Affiliate Account”).

3.2 Your Affiliate Account may only be accessed using the Affiliate Credentials unique to you. You are solely responsible for:

• keeping your Affiliate Credentials strictly confidential and secure; and

• ensuring that your Affiliate Credentials are not disclosed, transferred or otherwise made available to any third party.

3.3 Your Affiliate Account will display up-to-date details of your participation in the Affiliate Program, which may include (without limitation):

1. Your Affiliate Links;

2. Official promotional materials and graphics shared by WEEX;

3. Your Referrals (as recognized by WEEX);

4. The trading volume of your Referrals (as recognized by WEEX); and

5. Your Commissions, including pending and paid amounts.

3.4 The information displayed in your Affiliate Account shall be final, conclusive and binding on you, unless you are able to prove a manifest error to WEEX’s reasonable satisfaction. If you discover any discrepancy in your Affiliate Account, you must notify us in writing as soon as reasonably practicable, and in any event within ten (10) working days of discovery, together with supporting evidence to substantiate your claim. If you fail to do so, WEEX shall not be obliged to investigate, review or remedy any such claim, and shall have no liability arising out of or in connection with such discrepancy.

4. Services Performed by the Affiliate

4.1 You shall, as an independent promoter and, where applicable, a key opinion leader, use your diligent and commercially reasonable efforts to promote, recommend and refer the Platform and WEEX’s business in general in a fair, lawful and compliant manner.

4.2 You shall not, whether directly or indirectly:

1. bid on, purchase or otherwise use any terms in any search engine or advertising platform that mention or include, in whole or in part, your Affiliate Link, Affiliate’s Referral Code, the term “WEEX”, any of our trademarks or trade names, any related domain (including any of its derivatives, misspellings or confusingly similar variants) or any keywords that contain such terms;

2. use any of our domains, or any domain confusingly similar to our domains, as your display URL or as part of any online identity, handle or account name;

3. engage in any activities which, in our sole discretion, are harmful or potentially harmful to WEEX, the Platform, our reputation, or our customers;

4. make, publish or disseminate any false, inaccurate, misleading or incomplete statement or representation about WEEX, the Platform, our products or services, or the risks associated with digital asset trading;

5. represent or imply that you, your channels or your activities form part of WEEX’s organization, business, staff or official communications, other than your participation in the Affiliate Program as an independent Affiliate;

6. engage in any unsolicited email (including but not limited to spamming), unsolicited messaging, or indiscriminate advertising campaigns in connection with WEEX or the Affiliate Program;

7. advocate, promote or encourage any violence, discrimination or hateful conduct of any kind against any person or group of persons;

8. create, publish or distribute content which contains pornography or other sexual or adult material that is inappropriate or inconsistent with WEEX’s brand and values;

9. represent or imply that your content represents or reflects WEEX’s official views, opinions, statements or investment advice;

10. make any statement, guarantee or promise regarding any rate of return, profit level, performance outcome, risk profile, “guaranteed” income, or certainty of success through the use of the Platform or any of our products or services;

11. conduct, facilitate, promote or be involved in any fraudulent, manipulative or abusive trading activity (including but not limited to so-called “pump and dump” schemes, wash trading, matched trading, or any activity intended to artificially inflate trading volume or fees);

12. engage directly or indirectly in any deceptive or fraudulent conduct designed to encourage, mislead, coerce or incentivize third parties to click or access the Affiliate Links, including through fake accounts, bots or automated scripts;

13. be redirected from, or cause traffic to be redirected from, any third-party websites or social media accounts imitating WEEX, including but not limited to:

    1. pages similar to WEEX.com, using excessive WEEX logos and/or other official content;

    2. accounts attempting to imitate WEEX’s social media accounts (including without limitation X, Facebook, Reddit, Instagram, Telegram and similar platforms);

    3. URLs that are confusingly similar to the URL of WEEX (for example, “www.WEEX.xxx.com” or similar variants); or

    4. any unofficial third-party URLs suggesting or implying official WEEX backing.

14. register as an Affiliate, or cause any person to register as an Affiliate, for the primary purpose of generating Commission in relation to self-trading, self-controlled accounts, circular trading, or the use of multiple accounts controlled, owned or otherwise managed by you. WEEX reserves the right to make any adjustments to unpaid Commission, and to trace, claw back or set off any Commission already paid to you, at our absolute discretion.

4.3 You may conduct your promotional, recommendation and referral efforts in any manner of your choosing, provided that such efforts:

• comply with this Affiliate Agreement and the WEEX Terms;

• comply with any additional guidelines, brand policies or instructions issued by WEEX from time to time; and

• do not contravene any applicable law, regulation or obligation owed to any third party.

4.4 WEEX reserves the right, but not the obligation, to close, forfeit, withdraw, freeze, terminate, adjust, reinstate and/or repudiate your Affiliate Account and/or your participation in the Affiliate Program and, where applicable, to retain, reclaim and/or trace any Commission already paid to you, at our absolute sole discretion if we determine that any provision of this Clause 4, Clause 13 or any other term of this Affiliate Agreement has been breached or is likely to be breached.

5. Commissions

5.1 In consideration of your referral services under the Affiliate Program, you may be entitled to receive Commission. Commission is calculated by WEEX in its absolute sole discretion, taking into account:

• the trading fees actually paid by your eligible Referrals; and

• the commission ratio applicable to you at the relevant time (the “Applicable Commission Ratio”),

in each case after deducting any trading fee discounts offered by WEEX to certain groups of customers or any other relevant costs, expenses or fees (“Other Fees”). Other Fees may include, without limitation, fees incurred by your Referrals due to the use of third-party trading tools, bonuses received by the Referrals, or other costs incurred by the Referrals during actual trading.

5.2 Any changes to your Applicable Commission Ratio will not apply retroactively to Commission already earned or accrued prior to the effective date of such change.

5.3 The latest Applicable Commission Ratio and tier structure may be published on the Affiliate Program page or otherwise communicated to you by WEEX. WEEX may, in its absolute sole discretion, adjust the Applicable Commission Ratio applicable to you based on (among other things) the number of Referrals you bring in and/or the total trading volume generated by such Referrals during any period of time determined by WEEX. Subject to the foregoing, an upgrade to a higher tier of the commission plan shall not entitle you to any retroactive payments for historical trades.

5.4 You may apply to WEEX to change the status of a Referral into your Sub-Affiliate (the “Sub-Affiliate”), in the form and manner determined by WEEX from time to time, provided that such Referral has successfully applied and been accepted as an Affiliate. WEEX shall have the right to approve or deny any such application for Sub-Affiliate in its absolute discretion, taking into account all relevant circumstances, including the provisions of this Affiliate Agreement and the WEEX Terms.

5.5 If WEEX approves an application under Clause 5.4 above, you may be entitled to a portion of the Commission earned by the Sub-Affiliate, calculated at a rate determined by WEEX from time to time and communicated to you.

5.6 Commission (if any) will be paid or credited in one or more cryptocurrencies designated by WEEX, based on the trades made by your eligible Referrals and in accordance with WEEX’s internal calculation rules. Commission will generally be credited to your Affiliate Account as and when each relevant trade is processed by WEEX, or in such other manner and timing as WEEX may determine from time to time.

5.7 You will not be entitled to receive any Commission in respect of your own use of the Platform, products or services, or in respect of any account(s) that WEEX reasonably determines to be under your direct or indirect control.

5.8 WEEX shall not be liable for any loss of opportunity to earn Commission (including without limitation any indirect, consequential or special loss) arising from or in connection with any cause (including but not limited to technical difficulties, system outages, scheduled or unscheduled maintenance, market disruption, force majeure events or third-party failures) that prevents WEEX from:

• registering any potential Referrals;

• executing any trades or transactions; or

• offering any products or services to your Referrals or potential Referrals.

6. No Obligation

6.1 WEEX shall not be under any obligation to accept, onboard or maintain any third party as a customer, user or Referral of WEEX, regardless of whether such person was referred through your Affiliate Links or Affiliate’s Referral Code.

6.2 WEEX is not under any obligation to provide you with any specific assistance, support, materials or tools under the Affiliate Program. Any assistance, support or resources that WEEX may choose to provide to you from time to time are provided on a goodwill and discretionary basis only and shall not create any ongoing obligation on WEEX.

7. No Agency

7.1 You participate in the Affiliate Program as an independent contractor. You are not an employee, partner, agent, joint venturer or representative of WEEX, and you shall not hold yourself out as such.

7.2 WEEX will not provide you with any employee benefits, including but not limited to health insurance, pension contributions, paid leave, or any other employment-related benefit.

7.3 Nothing in this Affiliate Agreement shall be construed as creating any association, partnership, joint venture, agency, employment or fiduciary relationship between you and WEEX.

8. Intellectual Property

8.1 WEEX grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use the trademark “WEEX” and such other marks or materials as WEEX may expressly authorize, solely for the purpose of promoting the Platform and our products and services in accordance with this Affiliate Agreement and any brand guidelines issued by WEEX from time to time.

8.2 WEEX retains all ownership, right, title and interest in and to all trademarks, trade names, service marks, logos, inventions, copyrights, trade secrets, patents, technologies, software, source code, user interfaces, designs, know-how and any other intellectual property rights related to the design, function or operation of the Platform, our websites, products and services (collectively, the “Intellectual Property”).

8.3 You shall not, at any time, directly or indirectly:

• contest or challenge, or assist any third party in contesting or challenging, any of WEEX’s rights in the Intellectual Property;

• register, use or apply for any mark, domain name or designation that is identical or confusingly similar to WEEX’s Intellectual Property; or

• use the Intellectual Property in any manner not expressly permitted by this Affiliate Agreement or by WEEX in writing.

Your rights in relation to the Intellectual Property are strictly limited to those expressly granted in this Affiliate Agreement.

9. Indemnification and Limitation of Liability

9.1 To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless WEEX and our respective officers, directors, members, employees, agents and representatives from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses (including reasonable attorney’s fees) arising out of or in connection with:

• your participation in the Affiliate Program;

• your use of the Platform;

• any breach or alleged breach of this Affiliate Agreement or the WEEX Terms by you;

• any breach or alleged breach of any applicable law or regulation by you; or

• any wrongful, negligent, fraudulent, misleading or unlawful act or omission by you.

9.2 Except as otherwise required by applicable law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities or loss of goodwill, whether in an action in contract, tort (including negligence) or otherwise, even if such party has been advised of the possibility of such damages.

9.3 The limitation of liability set out in Clause 9.2 shall not apply in the event of a party’s gross negligence, willful misconduct or fraud, or to the extent such limitation is prohibited by applicable law.

10. Changes

10.1 WEEX reserves the right to vary, amend, supplement or replace this Affiliate Agreement at any time and for any reason at its discretion.

10.2 Any changes to the Commission structure or Applicable Commission Ratio will not be applied retroactively to Commission already earned or accrued prior to the effective date of such change.

10.3 The latest version of this Affiliate Agreement will be made available on the Affiliate Program page or otherwise notified to you. By continuing to participate in the Affiliate Program after any changes have taken effect, you are deemed to have agreed to and accepted the latest version of this Affiliate Agreement.

11. Termination

11.1 WEEX reserves the right to suspend or terminate the Affiliate Program, in whole or in part, at any time and for any reason at its discretion, without liability to you.

11.2 WEEX may suspend or terminate your participation in the Affiliate Program immediately, with or without notice, if:

• you breach or are suspected of breaching any term of this Affiliate Agreement or the WEEX Terms;

• you engage in any conduct that WEEX considers, in its absolute discretion, to be fraudulent, abusive, unlawful, harmful, or detrimental to WEEX or its users; or

• required by applicable law, regulation or governmental authority.

11.3 If your participation in the Affiliate Program is terminated due to any actual or suspected breach of your obligations under this Affiliate Agreement, any outstanding Commission (whether pending or accrued but unpaid) may be forfeited at WEEX’s discretion.

11.4 Subject to Clause 11.3, where WEEX terminates the Affiliate Program or your participation for reasons other than your breach, any Commission properly earned and accrued up to the effective date of termination may still be paid to you in accordance with WEEX’s usual processes.

11.5 Without prejudice to the foregoing, if any activity in your Affiliate Account, or in any other account which appears to be controlled or managed by you, or any activity of your Referrals, is deemed by WEEX (in its sole discretion) to be suspicious, abusive, fraudulent or potentially in breach of:

• this Affiliate Agreement (including Clause 13);

• the WEEX Terms; or

• any applicable law or regulation (including without limitation anti-money laundering and counter-terrorist financing regulations),

WEEX may withhold payment of any Commission until such activity has been reviewed. If WEEX determines, in its absolute sole discretion, that such activity constitutes fraudulent traffic, prohibited conduct or breach of applicable law or agreement, WEEX shall be entitled to terminate the Affiliate relationship, and/or to cancel, recalculate, adjust, withhold or recall any Commission (whether paid or unpaid) accordingly.

12. Miscellaneous

12.1 This Affiliate Agreement has been drafted in English. Although translations in other languages of this Affiliate Agreement may be made available, such translations may not be up to date or complete. In the event of any conflict or inconsistency between the English language version of this Affiliate Agreement and any translation, the English language version shall prevail.

12.2 This Affiliate Agreement constitutes the entire agreement between you and WEEX with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, arrangements and agreements, whether written or oral, relating to the Affiliate Program.

12.3 No failure or delay by WEEX in exercising any right, power or remedy under this Affiliate Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

12.4 The rights and remedies provided in this Affiliate Agreement are cumulative and not exclusive of any rights or remedies provided by law, in equity or otherwise.

12.5 If any provision of this Affiliate Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions in that jurisdiction or of such provision in any other jurisdiction.

12.6 This Affiliate Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws applicable in the jurisdiction of WEEX’s principal operating entity, unless otherwise specified in the WEEX Terms.

13. Affiliate Code of Conduct and Prohibited Activities

13.1 This Clause 13 sets out the Affiliate code of conduct and specific activities that are strictly prohibited under the Affiliate Program. These requirements are in addition to, and do not limit, your other obligations under this Affiliate Agreement, the WEEX Terms or applicable law.

13.1 General Conduct

You must at all times:

• act honestly, fairly and in good faith towards WEEX, your audience and any Referrals;

• ensure that all information you share about WEEX, the Platform and digital asset trading is accurate, not misleading and appropriately balanced in terms of risks and potential benefits; and

• comply with all applicable laws, regulations and regulatory requirements, including but not limited to those relating to financial promotions, advertising, consumer protection, anti-money laundering and counter-terrorist financing.

13.2 No Impersonation of WEEX or Official Representatives

You must not, whether directly or indirectly:

• impersonate WEEX, any WEEX group entity, or any of our employees, officers, agents or representatives;

• create, operate or use any website, social media account, channel, group or communication that falsely suggests or implies that it is officially operated, endorsed or managed by WEEX, when it is not;

• use WEEX’s name, logo, trademarks or branding in a way that may cause confusion as to your relationship with WEEX; or

• issue any announcement, promotion, “official notice”, “partnership statement” or similar communication that purports to be from WEEX or suggests a formal partnership, unless expressly authorized by WEEX in writing.

13.3 Prohibition on Misleading Promotions and Guarantees

You must not:

• suggest, state or imply that the use of the Platform or any product or service offered by WEEX is “risk-free”, “guaranteed”, “certainly profitable” or similar;

• provide any guarantee, promise or undertaking regarding trading performance, returns, income or outcomes on the Platform;

• present hypothetical or backtested performance as if it were guaranteed future performance; or

• omit or downplay the material risks associated with digital asset trading, leverage, market volatility and potential loss of capital.

13.4 Referral Structure, Commission and Downline Management

You must not:

• manipulate, falsify or misrepresent the referral structure or commission arrangements to your Referrals or Sub-Affiliates;

• unlawfully withhold, misappropriate or otherwise divert any portion of commission or benefits that you have agreed to pass on to your Sub-Affiliates or downline (if applicable);

• change or attempt to change the attribution of Referrals or Sub-Affiliates between accounts without their knowledge or valid consent, or in a manner that WEEX considers abusive or deceptive; or

• engage in any conduct that is designed to circumvent WEEX’s commission rules, eligibility criteria or anti-abuse measures.

You are solely responsible for any separate arrangements that you may have with your Sub-Affiliates or downline, and WEEX shall not be responsible or liable for any dispute between you and any Sub-Affiliate or third party.

13.5 Prohibition on Poaching and Unfair Solicitation

You must not:

• knowingly target, solicit or “poach” existing Affiliates of WEEX for the purpose of persuading them to change their referring Affiliate, move their Referrals or otherwise alter their existing cooperation with WEEX;

• offer misleading, false or incomplete information about actual or potential commissions, benefits or support in order to entice another Affiliate to switch under you; or

• interfere with or disrupt the existing relationships between WEEX and other Affiliates or partners through improper or deceptive means.

13.6 Misuse of Official Communities and User Groups

You must not:

• use any official WEEX community, group or channel (including but not limited to Telegram groups, Discord servers, official chats, help channels or similar) to actively solicit, poach or divert WEEX users to become your Referrals or downline;

• pose as a regular user in official communities with the hidden purpose of directing users to register under your Affiliate Links; or

• disrupt official support channels, customer service channels or announcement channels for promotional purposes unrelated to WEEX’s instructions.

13.7 Access to User Accounts and Personal Data

You must not, under any circumstances:

• request, collect or store any user’s Platform login credentials, passwords, security codes, private keys, seed phrases or other sensitive authentication data;

• request or obtain control over any user’s account on the Platform, including by asking to log in on their behalf or by using remote-access tools;

• offer or provide account management, portfolio management or trading services that involve you directly placing trades or making decisions on behalf of the user on the Platform; or

• request or collect unnecessary personal data from users in violation of applicable data protection and privacy laws.

13.8 Defamation and Malicious Conduct

You must not:

• defame, slander or maliciously disparage WEEX, any of our employees, other Affiliates, partners or competitors;

• spread false rumors, fabricate negative information or otherwise damage the reputation of WEEX or its partners; or

• encourage others to boycott, harass or attack WEEX, our Affiliates or partners through coordinated campaigns.

13.9 Automation, Bot Usage and Mass Account Operations

You must not:

• use or deploy botnets, group-control tools, mass device emulators or similar technologies to create or manage multiple accounts for the purpose of obtaining Commission or bonuses;

• use automated systems to generate clicks, sign-ups or artificial traffic to Affiliate Links;

• create or assist in creating multiple user accounts that you control or manage for the primary purpose of increasing trading volume, fee generation or Commission; or

• circumvent any technical or security measures implemented by WEEX to prevent abuse, multi-accounting or fraudulent behavior.

13.10 Market Abuse, Arbitrage and Wash Trading

You must not:

• engage in, facilitate or promote wash trading, self-trading, matched trading or other artificial volume-creating activities;

• use or coordinate multiple accounts to conduct risk-free or pre-arranged trades for the primary purpose of earning Commission or rewards rather than engaging in genuine market activity;

• engage in any form of transactional or rebate arbitrage that exploits the Affiliate Program, bonuses or campaigns in a way deemed abusive or contrary to WEEX’s rules; or

• participate in any form of market manipulation, including but not limited to spoofing, layering, front-running or other manipulative techniques.

13.11 Malicious or Bad-Faith Reporting

You must not:

• make malicious, knowingly false or bad-faith reports or complaints about other Affiliates, users or partners to WEEX for the purpose of harming their cooperation with WEEX or gaining a competitive advantage; or

• abuse any reporting, complaint or escalation mechanism provided by WEEX in a vexatious or harassing manner.

13.12 Compliance with AML, CFT and Sanctions Requirements

You must not:

• knowingly assist, promote or facilitate any activity that may involve money laundering, terrorist financing, sanctions evasion or other unlawful conduct;

• actively target or knowingly onboard users from jurisdictions or regions that are subject to comprehensive sanctions or are otherwise restricted under the WEEX Terms or applicable law; or

• provide guidance or tools to help users circumvent WEEX’s know-your-customer (KYC), anti-money laundering (AML) or sanctions screening measures.

13.13 Consequences of Breach

Without limiting any other rights or remedies available to WEEX under this Affiliate Agreement, the WEEX Terms or applicable law, if WEEX reasonably determines that you have engaged in any prohibited conduct set out in this Clause 13 or elsewhere in this Affiliate Agreement, WEEX may, in its absolute sole discretion and without prior notice:

• suspend or terminate your Affiliate Account and/or your participation in the Affiliate Program;

• temporarily or permanently withhold, cancel, adjust or recalculate any Commission (whether pending, accrued or previously paid);

• block or restrict access to certain functions or features on the Platform for you or related accounts;

• claw back from your Affiliate Account, Platform account(s) or future payments any Commission or benefits that WEEX reasonably believes were obtained through prohibited conduct;

• require you to cease using any WEEX Intellectual Property and to remove any infringing or misleading content; and/or

• refer the matter to relevant authorities or regulators where WEEX considers it necessary or appropriate under applicable law.

WEEX’s determination as to whether any conduct constitutes prohibited conduct under this Clause 13 shall be final and binding, acting reasonably but in its absolute discretion.