Introduction

The following Referral Program Terms and Conditions (“Terms”) contain important information about the Program, so please read carefully.

The Referral Program described below is offered by the entity providing you the Gnosis Pay Web App Services (referred to as “Gnosis Pay” or “we” or “our”).

The Referral Program is designed to reward existing users (“Referrer”) for recommending Gnosis Pay to their friends and family who successfully sign up and become our new user (“Referred User”). Any Referrer or Referred User, is a “Participant” under these Terms. These Terms shall form part of and are incorporated into the Gnosis Pay WebApp Terms of Service (“WebApp Terms”). Capitalised terms not defined herein shall refer to those defined terms in the WebApp Terms. In the event of any inconsistency, the following order of priority shall apply: (i) these Terms; (ii) the WebApp Terms.

These Terms are a binding agreement between you and Gnosis Pay and will govern your participation in the Referral Program.

Definitions

The following defined terms have the meanings set out below.

“Active Account” means a successfully verified Gnosis Pay WebApp account where the KYC process has been completed.

“Eligible Country” means any country where the usage of the Gnosis Pay WebApp is not prohibited by Gnosis Pay or restricted in any way, including by any laws or regulations.

“Eligible Transaction” means any valid transaction that has been initiated and complies with these Terms which may allow you to be eligible to receive the Referral Bonus, and that has not subsequently been cancelled.

“FAQs” refers to the Referral Program FAQs accessible here. The FAQs form part of and are incorporated into these Terms and constitute a valid and binding agreement between you and Gnosis Pay. In the event of inconsistency, these Terms shall take priority over the FAQs.

“Prohibited Activities” means the activities set out in Section 6 of these Terms, or any other activities not permitted under these Terms, or any activities that may be disclosed to the Referrer from time to time.

“Referral Bonus” means the bonus which is distributable by Gnosis Pay to each of the Referrer and Referred User, upon the Referred User completing all of the Referee Eligibility Activities, as set out in the FAQs.

“Referral Code” means a unique number or a combination of numbers and letters “Referral Code” means a unique number or a combination of numbers and letters assigned to your Gnosis Pay WebApp account that a Referred User may use to create their Gnosis Pay WebApp account or upon their first transaction after becoming a new customer.

“Referred User” means a new customer who was referred by a Referrer to the Referral Program using the Referral Code provided by Referrer, and who has successfully completed the Referee Eligibility Activities.

“Referee Eligibility Activities” means the activities that a Referred User will need to carry out in order for parties to qualify for the Referral Bonus.

Referrals

3.1 To participate in the Referral Program, Referrers need to meet the following criteria:

a) Referrer must have agreed to the WebApp Terms and have an active Gnosis Pay WebApp account;

b) Referrer must not use your Gnosis Pay WebApp account for commercial purposes;

c) Both Referrer and the Referred User(s) need to be at least 18 years of age and meet all requirements set forth in the WebApp Terms;

d) Both Referrer and the Referred User need to reside in an Eligible Country.

3.2 Gnosis Pay may, in its sole and absolute discretion, amend the eligibility criteria from time to time without notice to you.

3.3 Gnosis Pay may, in its sole and exclusive discretion, change, cancel, suspend, or modify any aspect of the Referral Program and/or your participation in the Referral Program in case of breach of these Terms and/ or where you have acted inconsistently with the intent of these Terms, without notice for any reason and at any time. Gnosis Pay reserves the right to disqualify any customers or prospective customers, including any Referred User at any time from participation in the Referral Program at its sole discretion.

How the Referral Program Works

4.1 Share your Referral Code. A Referral Code will be provided via the Web App to existing Active Account holders. Share this Referral Code with your intended referee. You will be considered a “Referrer” for the purposes of this program only once your intended referee has completed the Referee Eligibility Activities.

4.2 Referee Onboarding. After you share your Referral link, your intended referee will be prompted to create an account (using the link), complete the card ordering process on the Gnosis Pay WebApp and will be subject to account verification procedures (including know-your-customer (KYC) processes) through the Gnosis Pay WebApp and its KYC service providers.

4.3 Referee Eligibility Activities. Referees will have to complete the Referee Eligibility Activities by the deadline, as set out in the FAQs. Gnosis Pay reserves the right to amend the Referee Eligibility Activities at any time.

4.4 Credit of Bonuses. Participants will only qualify for the Referral Bonus when the Referee Eligibility Activities have been completed by your Referred User. The Referral Bonus may be in the form of stablecoins or NFTs, as set out in the FAQs. The Referral Bonus will always be distributed to the relevant Referrer and Referred User’s Gnosis Pay Safe within 45 days of the end of the month in which the Referred User completed their Referee Eligibility Activities. If it is in EURe or GBPe, it will always be credited in the fiat equivalent value of EURe or GBPe (as set out in the FAQs), on a 1:1 basis. If the applicable Gnosis Pay WebApp accounts are closed (whether permanently or temporarily) for any reason, Gnosis Pay will not credit the Referral Bonuses. Gnosis Pay will not be liable for the payment of the Referral Bonus to any Gnosis Pay WebApp accounts that were reopened after the initial attempt to credit the same. Gnosis Pay reserves the right to change the Referral Bonus amounts at its sole discretion at any time without any obligation on the part of Gnosis Pay to give notice to you.

Gnosis Pay, at its sole discretion, may refrain from paying any Referral Bonus where there are reasonable grounds to suspect that any Participants concerned:

a) are currently in possession of or has previously possessed another Gnosis Pay WebApp account (either through a direct relationship or through a third-party) at the time of the Referral;

b) have performed or attempted to perform any Prohibited Activity, as defined in Section 6 of these Terms; or

c) are reasonably suspected to have been involved with illegal or abusive behaviour and/or practices, and/or fraudulent activities.

4.5 Cap on Referrals. Each Referrer will only be eligible for Bonuses up to a maximum of 100 per person.

4.6 Taxes.

Referral bonuses may be taxable, depending on the country, state, and/ or local tax laws applicable to the Participant. Participants are solely responsible for reporting such items in their tax returns and paying any associated tax(es) and liabilities.

4.7 Conduct.

Participants in the Referral Program must comply with all applicable national, federal, state and local laws, rules and regulations. Any distribution of your Referral Code that could constitute unsolicited commercial, email or “spam” under any applicable law, rule, regulation or of these Terms is expressly prohibited and will be grounds for immediate termination of your Gnosis Pay WebApp account, an exclusion from the Referral Program and the retraction of any bonuses to you and your Referred Users. Gnosis Pay reserves the right, at its sole discretion, to prohibit any customer from participating in any aspect of the Referral Program if Gnosis Pay deems or suspects that such customer has engaged in or has attempted to engage in any of the following:

a) Acting in violation of these Terms;

b) Damaging, tampering with or corrupting the operation of the Referral Program or otherwise acting in a way that is reasonably likely to disparage Gnosis Pay or degrade Gnosis Pay’s reputation;

c) Acting with intent to annoy, harass, or abuse any other person;

d)Any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or

unusual behaviour or activity; or

e) Any activity deemed by Gnosis Pay to be generally inconsistent with the intended

operation of the Referral Program.

Prohibited Activities

Participants shall not perform any of the following activities:

a) Create or operate multiple Gnosis Pay WebApp accounts;

b) Publish the Referral Code on their websites, social media or disclose it in any other marketing materials by any other means;

c) Offer any additional incentives or rewards to the ones provided by the Referral Program to third parties to encourage them to apply for a Gnosis Pay WebApp account;

d) Create or employ any mechanism(s) designed to generate Gnosis Pay WebApp account registrations or populate the Referrer’s Referral Code artificially or automatically;

e) Register a Gnosis Pay WebApp account using counterfeit, forged, imitated, stolen, invalid or otherwise altered identification documents;

f) Use, create or publish any material related to Gnosis Pay that may be deemed offensive, hateful, threatening, harmful, graphically violent, harassing, or discriminatory;

g) Portray Gnosis Pay, its partners, or its or their users in any way that will have a detrimental impact on its or their reputation; or

h) Commit, or attempt to commit, any fraudulent activity.

Liability

6.1 Release. By participating in the Referral Program, Participants release Gnosis Pay, its relevant parent company, subsidiaries, affiliates, suppliers, advertising, and promotions agencies and their respective directors, officers, employees, and agents from any and all liability arising from any loss, harm, damages, cost, or expense, including without limitation, any property damages, personal injury and/or death, arising out of or in any way connected to the Referral Program

6.2 Indemnification. Participants agree to indemnify, defend, and hold Gnosis Pay, its affiliates, and its representatives, respective directors, officers, employees, and agents harmless from and against any and all third party claims, demands, liabilities, costs, or expenses, including attorney’s fees and costs, arising from, or related to (a) any breach by the participant of any of these Terms; (b) Participant’s use of the Referral Program and/or any bonuses; or (c) any violation by Participant of applicable laws, rules and regulations or the rights of any third party.

6.3 Liability. THE PARTIES AGREE THAT ANY CLAIMS AGAINST THE OTHER UNDER THESE TERMS MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. NO COURT OR ADJUDICATOR MAY CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ANY RELIEF AWARDED TO ANY PARTICIPANT IN THE REFERRAL PROGRAM CANNOT AND MAY NOT AFFECT ANY OTHER PARTICIPANTS.

Termination

Gnosis Pay reserves the right to end the Referral Program at any time at its sole discretion without providing any prior notice.

Privacy and personal data

Processing of personal data is governed by the relevant Privacy and Cookies Policy referred to and incorporated in the WebApp Terms applicable to your jurisdiction.

Disclaimer of Warranties

Participants expressly understand and agree that:

a) Your use of the Referral Program is at your sole risk, the Referral Program are provided on an "as is" and "as available" basis and Gnosis Pay expressly disclaims all warranties, conditions and terms (collectively, "promises") of any kind, whether express or implied by statute, common law or custom,including, but not limited to, promises as to products or services offered through the use of the Referral Program, implied promises of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement;

b) Gnosis Pay does not make or give any promise that:

i) the Referral Program will meet your requirements,

ii) be uninterrupted, timely, secure, or error-free,

iii) the results obtained from the use of the Referral Program will be accurate or reliable,

iv) the quality of any products, services, information, or other material obtained by you through the Referral Program will meet your expectations, and

v) any errors in the service will be corrected.

c) Any material downloaded or otherwise obtained through the use of the Referral Program is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download or use of any such material.

Miscellaneous

10.1 Amendment. These Terms may from time to time be updated or amended without prior notice. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Gnosis Pay WebApp and this page o inform yourself of any such changes. In addition, we may at any time change, add or remove any feature of the Referral Program without prior notice. By continuing to use the Referral Program after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated Referral Program. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using and/or participating in the Referral Program immediately.

10.2 No Marketing. Unless otherwise agreed, the Referral Program is not meant to be exploited on a commercial basis and the marketing, posting or promotion of the Referral Program in a public forum or to the general public at large is strictly prohibited.

10.3 Transfer. These Terms, and any rights and obligations and licences granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without our written consent, but may be transferred, assigned or delegated by us without notice and restriction, including without limitation to any of the entities within the Gnosis Pay group. Any attempted transfer or assignment in violation hereof shall be null and void.

10.4 Severability. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.

10.5 No Financial Advice. Nothing contained herein shall be construed to be financial advice. Nothing contained herein shall constitute a solicitation, recommendation, endorsement, or offer by Gnosis Pay to invest, buy or sell any digital assets. Purchasing digital assets involves a high degree of risk and there is always the possibility of loss, including the loss of all or of a substantial amount of your initial purchase price. Please seek professional advice before making any financial, investment or trading decisions.

10.6 Dispute resolution and Governing Law. The governing law of these terms shall be the same as the governing law in the WebApp Terms applicable in your jurisdiction. Any and all disputes arising out of these Terms shall be settled pursuant to the dispute resolution clause in the WebApp Terms applicable in your jurisdiction.