These Affiliate Program Terms and Conditions (the “Affiliate Terms”) form a legally binding agreement between PrimeUp LTD (UAE), the company operating walllet.com (“walllet.com”, “walllet”, “Company,” “we,” “us,” or “our”), and any individual or entity that applies for, accesses, or participates in the walllet Affiliate Program (“Affiliate,” “you,” or “your”).
These Affiliate Terms supplement walllet’s Terms of Service, Privacy Policy, and any other policies, guidelines, campaign terms, or notices we may publish from time to time. By applying to, accessing, or participating in the Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by these Affiliate Terms. If you do not agree to these Affiliate Terms, you must not apply for, access, or participate in the Affiliate Program.
In the event of any conflict between these Affiliate Terms and walllet’s general Terms of Service, these Affiliate Terms will govern solely with respect to the Affiliate Program.
1. Introduction and Scope
1.1. The Affiliate Program is a performance-based marketing program through which approved Affiliates may promote walllet using approved referral links, referral codes, campaign codes, tracking URLs, or similar attribution tools issued or approved by walllet (“Affiliate Links”).
1.2. Participation in the Affiliate Program is subject to these Affiliate Terms, walllet’s Terms of Service, and any campaign-specific rules, annexes, payout rules, product restrictions, or written notices we may issue from time to time.
1.3. The Affiliate Program is offered at walllet’s discretion. Nothing in these Affiliate Terms obligates walllet to make the Affiliate Program, any campaign, or any product category available to any person or in any jurisdiction.
2. Eligibility and Enrollment
2.1. You must be at least eighteen (18) years old, legally capable of entering into a binding agreement, and not otherwise prohibited from participating under applicable law.
2.2. If you participate on behalf of a company, agency, media entity, or other organization, you represent and warrant that you are duly authorized to bind that entity to these Affiliate Terms.
2.3. You must provide complete, accurate, and current information during the application process and throughout your participation in the Affiliate Program.
2.4. Submission of an application does not guarantee acceptance. walllet may approve, reject, suspend, restrict, delay, or revoke any application or participation request in its sole discretion, with or without cause, and without any obligation to provide an explanation.
2.5. Your participation in the Affiliate Program is non-exclusive. walllet may appoint, authorize, or contract with any number of other affiliates, creators, publishers, partners, agencies, or marketers at any time.
3. Relationship of the Parties
3.1. Nothing in these Affiliate Terms creates any agency, employment, partnership, joint venture, franchise, fiduciary, brokerage, or similar relationship between you and walllet.
3.2. You have no authority to make any promise, commitment, guarantee, representation, warranty, or statement on behalf of walllet unless expressly authorized in writing by walllet.
3.3. You may not represent yourself as walllet, as an employee or official representative of walllet, or as being authorized to provide customer support, legal advice, tax advice, compliance advice, trading advice, or investment advice on behalf of walllet.
4. Definitions
For purposes of these Affiliate Terms:
4.1. “Affiliate Account” means the account, dashboard, profile, wallet, login, or other access credentials used by you in connection with the Affiliate Program.
4.2. “Affiliate Program” means walllet’s affiliate, referral, ambassador, sub-affiliate, or similar performance-based marketing program, as made available by walllet from time to time.
4.3. “Qualified User” means a user whom walllet determines, in its sole discretion, to have been validly referred by you through an approved Affiliate Link and whose account, activity, geography, compliance profile, and use of walllet satisfy all eligibility criteria, program rules, compliance requirements, and anti-fraud controls.
4.4. “Qualified Transaction” means a transaction, conversion, activity, or monetized user action completed by a Qualified User that is designated by walllet as eligible for commission under the Affiliate Program rules then in effect.
4.5. “Net walllet Revenue” means the portion of revenue, fees, spreads, commissions, margins, markups, service revenue, or other monetization amounts that is actually retained by walllet from an eligible product or service, after excluding any amount payable to, charged by, retained by, or attributable to any third-party provider or external counterparty.
4.6. “Provider Share” means any fee, spread, charge, commission, markup, network fee, issuer fee, processor fee, routing fee, liquidity-provider fee, bridge fee, partner fee, DEX fee, protocol fee, or other amount charged by or economically attributable to any third party and not retained by walllet as Net walllet Revenue.
4.7. “Sub-Affiliate” means an affiliate approved by walllet whose participation is linked to another approved Affiliate under a walllet-approved one-level sub-affiliate structure.
4.8. “Promotional Materials” means any content, ad, post, article, video, page, email, message, social account, channel, landing page, creative, logo use, claim, or other promotional asset used by you in connection with the Affiliate Program.
5. Affiliate Links, Attribution, and Qualified Users
5.1. walllet may issue, assign, modify, deactivate, replace, or revoke any Affiliate Link at any time.
5.2. Only users and activity attributed by walllet’s own systems, logs, tracking rules, and internal controls will count toward commissions.
5.3. Attribution will be determined solely by walllet’s internal systems and records. In the event of any discrepancy, delay, bug, omission, overlap, or attribution conflict, walllet’s records will control absent manifest error.
5.4. A user will not be treated as a Qualified User if, among other things:
(a) the user was already an existing user of walllet;
(b) the user was attributed to another source, channel, partner, campaign, or affiliate under walllet’s attribution logic;
(c) the user is located in, associated with, or acting from a jurisdiction that is not eligible for walllet services under walllet’s Terms of Service or related policies;
(d) the user, account, device, wallet, IP, transaction pattern, or activity is flagged as fraudulent, abusive, incentivized in violation of program rules, duplicated, manipulated, spam-driven, automated, self-referred, or otherwise invalid; or
(e) the user does not satisfy walllet’s internal product, compliance, risk, sanctions, or anti-fraud criteria.
5.5. Default Attribution Window. Unless otherwise stated in a separate signed written agreement, annex, campaign-specific rule, or other express arrangement approved by walllet, the default attribution window for a newly referred user is sixty (60) days from the first valid attributable click, registration, install, or other initial referral event recognized by walllet.
5.6. walllet may modify attribution logic, attribution methodology, overwrite rules, cookie or device matching rules, or attribution windows at any time, whether generally or for specific products, Affiliates, territories, or campaigns.
6. Commission Basis, Revenue Share, and Exclusions
6.1. Subject to these Affiliate Terms, walllet may pay commissions on Qualified Transactions completed by Qualified Users in connection with products, services, or campaigns designated by walllet from time to time.
6.2. Commission is calculated only on Net walllet Revenue and not on gross transaction volume, gross swap volume, gross fees, total spread, total markup, or any Provider Share.
6.3. For the avoidance of doubt, any amount charged by, retained by, paid to, or attributable to a third-party provider is excluded from the commission base. The Affiliate has no claim to any Provider Share.
6.4. Promotions, Discounts, and Zero-Fee Campaigns. If walllet reduces, waives, subsidizes, rebates, discounts, or sets to zero any portion of walllet’s own fee, spread, markup, commission, or monetization in connection with any promotion, campaign, market-entry effort, launch, retention activity, partnership, or user incentive, the Affiliate commission base will be reduced accordingly.
6.5. If walllet’s own eligible monetization for a Qualified Transaction is reduced to zero, then the Affiliate commission for that transaction will also be zero, and the Affiliate will have no right or claim in respect of the waived, discounted, or zeroed amount.
6.6. Unless walllet expressly states otherwise in writing, no commission is earned on:
(a) Provider Share;
(b) network fees, gas fees, blockchain fees, processor fees, taxes, duties, or similar charges;
(c) refunded, reversed, failed, cancelled, disputed, charged-back, clawed-back, or incomplete transactions;
(d) internal testing activity or employee-generated activity;
(e) transactions generated through prohibited traffic or prohibited conduct;
(f) users or transactions that are later found not to be Qualified Users or Qualified Transactions; or
(g) any product, geography, route, campaign, provider, partner, or user segment designated by walllet as non-commissionable.
6.7. Nothing in these Affiliate Terms obligates walllet to make any particular product, feature, route, provider, campaign, or monetization stream commissionable.
7. Commission Rates, Program Changes, and No Vested Rights
7.1. Any commission rate, share percentage, cap, tier, threshold, bonus, estimated earning, or other program metric shown on walllet’s website, affiliate page, dashboard, campaign page, support message, manager chat, or any other communication is informational only unless expressly incorporated into a separate signed written agreement.
7.2. walllet may, in its sole discretion and without your consent, at any time modify, suspend, replace, narrow, expand, or discontinue any commission rate, revenue share, tier, threshold, payout rule, eligibility rule, attribution rule, campaign rule, approved geography, eligible product, or any other aspect of the Affiliate Program.
7.3. Such changes may apply prospectively, immediately, selectively, or on a campaign-by-campaign basis, unless prohibited by applicable law.
7.4. You acknowledge and agree that you have no vested right in any historical commission rate, historical formula, historical threshold, historical attribution window, historical campaign condition, or historical commercial arrangement.
8. Reporting, Accrual, Withholding, Recalculation, and Clawback
8.1. Any data, metric, estimate, balance, accrual, or earning shown in your dashboard or communicated by walllet is provisional unless and until finally confirmed by walllet.
8.2. walllet may review transactions, users, and commissions for fraud, abuse, sanctions, legal compliance, reconciliation, technical issues, reversals, provider adjustments, and accounting accuracy.
8.3. walllet may, in its sole discretion, withhold, delay, suspend, reverse, recalculate, offset, cancel, or claw back any commission if walllet determines that:
(a) the underlying user was not a Qualified User;
(b) the underlying activity was not a Qualified Transaction;
(c) fraud, abuse, manipulation, self-referral, duplication, spam, or invalid traffic occurred;
(d) the transaction was refunded, reversed, unwound, disputed, cancelled, or economically invalidated;
(e) the commission was calculated incorrectly;
(f) the Affiliate breached these Affiliate Terms, walllet’s Terms of Service, or any applicable law or policy; or
(g) payment would expose walllet or any partner to legal, sanctions, AML, compliance, financial, or reputational risk.
8.4. walllet may set off any amount owed by you to walllet against any amount otherwise payable to you.
9. Payouts
9.1. Commissions, if any, may be credited to your walllet account, to a designated wallet, or through another payout method approved by walllet.
9.2. Payout timing, supported assets, operational windows, settlement mechanics, verification requirements, and payout cadence are determined by walllet from time to time in its sole discretion.
9.3. The minimum payout threshold is USD 10 or the equivalent value in the payout asset, unless walllet specifies otherwise in writing or in the applicable dashboard or campaign rules.
9.4. walllet may require identity verification, tax information, wallet verification, sanctions screening, source-of-funds review, or other due diligence before processing any payout.
9.5. If your Affiliate Account is suspended, under review, inactive, abandoned, or in breach of these Affiliate Terms, walllet may delay, suspend, or forfeit unpaid commissions to the extent permitted by law.
10. Affiliate Obligations and Compliance Requirements
10.1. You must comply with all applicable laws, regulations, sanctions rules, advertising rules, consumer protection rules, disclosure rules, and platform policies relevant to your promotional activities.
10.2. You are solely responsible for your content, traffic sources, audience targeting, disclosures, compliance practices, and the consequences of your promotions.
10.3. Where required by law, regulation, or platform policy, you must clearly and conspicuously disclose your commercial relationship with walllet and the fact that you may receive compensation in connection with referrals.
10.4. You must not target, solicit, or knowingly direct traffic from jurisdictions that are not eligible for walllet services under walllet’s Terms of Service, compliance rules, sanctions restrictions, or related policies.
10.5. You must not make any statement suggesting that walllet offers services in a country or jurisdiction where walllet does not permit such services.
11. Prohibited Conduct
You must not, directly or indirectly:
11.1. make false, misleading, deceptive, unsubstantiated, defamatory, unlawful, or unfair claims about walllet, its products, fees, features, rewards, legality, security, profitability, or expected user outcomes;
11.2. impersonate walllet or present your site, account, page, profile, app, channel, or campaign as an official walllet property;
11.3. use walllet’s name, marks, app name, product names, logo, or confusingly similar variants in any misleading way, including in domains, subdomains, handles, usernames, apps, ad copy, or landing pages, except as expressly approved by walllet in writing;
11.4. bid on, purchase, target, or otherwise exploit walllet brand keywords, trademark terms, branded search terms, app store brand terms, or confusingly similar variants in paid search, performance ads, ad networks, or promoted placements, unless expressly authorized in writing by walllet;
11.5. use spam, unsolicited messages, bot traffic, click farms, cookie stuffing, fake installs, fake registrations, fake swaps, fake activity, forced redirects, invisible redirects, auto-clicking, or any manipulative, deceptive, or automated method;
11.6. engage in self-referral, including referring yourself, your own accounts, duplicate accounts, accounts under your control, or related accounts created primarily to generate commissions;
11.7. refer household members, employees, contractors, or other related persons through artificial or abusive means for the primary purpose of generating commissions;
11.8. offer undisclosed cashback, rebates, side payments, fee refunds, or incentives that have not been approved by walllet;
11.9. provide trading advice, investment advice, legal advice, tax advice, or compliance advice on behalf of walllet;
11.10. engage in conduct that is unlawful, fraudulent, abusive, manipulative, unethical, harmful to users, or harmful to walllet’s reputation.
12. Intellectual Property and Brand Use
12.1. walllet and its licensors retain all right, title, and interest in and to walllet’s names, logos, trademarks, brand assets, designs, content, software, screenshots, text, and other intellectual property.
12.2. Subject to these Affiliate Terms, walllet grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to use approved walllet brand assets solely for your authorized participation in the Affiliate Program.
12.3. walllet may revoke, restrict, or modify this license at any time.
12.4. You must comply with any branding, wording, disclaimer, usage, placement, or takedown instruction issued by walllet.
13. Third-Party Services and Fees
13.1. walllet may interface with or rely on third-party providers, partners, protocols, issuers, DEXs, bridges, payment processors, on-ramp providers, liquidity sources, and other external infrastructure.
13.2. These third parties are independent from walllet, and walllet does not control their pricing, fees, availability, routing, execution quality, timing, legal status, or performance.
13.3. Some third-party integrations may impose their own fees, commissions, or charges. These fees are determined by the third parties and are not set or controlled by walllet.
13.4. You may not represent that walllet controls or guarantees any third-party provider pricing, execution, legality, or service level unless walllet has expressly authorized such statement in writing.
14. Sub-Affiliate Program
14.1. walllet may, in its sole discretion, approve a one-level sub-affiliate structure for selected Affiliates.
14.2. No person or entity will be recognized as your Sub-Affiliate unless walllet expressly approves that arrangement and attributes that person or entity accordingly in walllet’s systems.
14.3. If walllet approves a Sub-Affiliate structure for you, any downstream allocation to your Sub-Affiliate will, unless walllet expressly states otherwise in writing, be paid out of your own commission share and not in addition to it.
14.4. By way of example only, if walllet grants you a fifty percent (50%) share of eligible Net walllet Revenue and permits you to allocate twenty percent (20%) of your own share to an approved Sub-Affiliate, that Sub-Affiliate’s portion will come out of your share, and you will retain the remainder of your approved share.
14.5. walllet may impose minimums, maximums, approval criteria, payout thresholds, technical limits, category restrictions, and operational rules for any Sub-Affiliate arrangement.
14.6. walllet may reject, suspend, revoke, or remap any Sub-Affiliate relationship at any time in its sole discretion.
14.7. You are responsible for ensuring that any approved Sub-Affiliate you recruit or manage complies with these Affiliate Terms, walllet’s Terms of Service, and applicable law.
15. Confidentiality
15.1. Any non-public information disclosed by walllet to you in connection with the Affiliate Program, including rates, dashboards, conversion data, user metrics, product roadmaps, launch information, provider information, campaign plans, and internal communications, is confidential information.
15.2. You may not disclose, publish, copy, exploit, or use walllet’s confidential information except as strictly necessary for authorized participation in the Affiliate Program.
15.3. This obligation survives suspension or termination of these Affiliate Terms.
16. Representations and Warranties
You represent and warrant that:
16.1. all information you provide to walllet is true, complete, and current;
16.2. your participation does not violate any law, contract, platform policy, or third-party right;
16.3. you will comply with these Affiliate Terms and all applicable laws and regulations;
16.4. you will obtain any disclosure, consent, permission, or approval required for your promotional activities; and
16.5. you understand that walllet is a technology platform and does not authorize you to provide investment, legal, tax, or compliance advice on its behalf.
17. Disclaimers
17.1. The Affiliate Program, dashboard, tools, reports, support, and related materials are provided on an “as is” and “as available” basis to the fullest extent permitted by law.
17.2. walllet does not guarantee uninterrupted availability, error-free operation, accuracy of reports, minimum earnings, conversion levels, approval of any traffic source, or the continuing availability of any product, feature, provider, or campaign.
17.3. walllet makes no representation that participation in the Affiliate Program will produce any specific commercial result.
18. Limitation of Liability
18.1. To the fullest extent permitted by applicable law, walllet, PrimeUp LTD, and their affiliates, officers, directors, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages arising out of or relating to the Affiliate Program.
18.2. To the fullest extent permitted by applicable law, walllet’s aggregate liability arising out of or relating to the Affiliate Program will not exceed the amount of unpaid commission, if any, properly due and owing to you for the three (3) month period immediately preceding the event giving rise to the claim.
19. Indemnification
You agree to defend, indemnify, and hold harmless PrimeUp LTD, walllet, and their affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, fines, penalties, judgments, costs, and expenses, including reasonable legal fees, arising out of or relating to:
(a) your participation in the Affiliate Program;
(b) your breach of these Affiliate Terms;
(c) your Promotional Materials or traffic sources;
(d) your violation of any law, regulation, sanctions rule, platform policy, or third-party right; or
(e) the acts or omissions of any Sub-Affiliate or any person acting on your behalf.
20. Term, Suspension, and Termination
20.1. These Affiliate Terms begin when you first apply for, access, or participate in the Affiliate Program and continue until terminated.
20.2. You may stop participating at any time by discontinuing all promotional activity and ceasing use of Affiliate Links.
20.3. walllet may, in its sole discretion, at any time and without your consent, suspend, restrict, deactivate, or terminate your Affiliate Account, Affiliate Links, participation in the Affiliate Program, access to any campaign, and/or eligibility for any commission, with or without cause, and with or without prior notice.
20.4. walllet may also, at any time and in its sole discretion, discontinue the Affiliate Program entirely or discontinue any part of it, including any product category, campaign, geography, provider, commission structure, or payout component.
20.5. Upon suspension or termination:
(a) your rights under the Affiliate Program end immediately to the extent specified by walllet;
(b) you must stop using affected Affiliate Links and stop presenting yourself as affiliated with the applicable program or campaign;
(c) you must remove or disable walllet branding and Promotional Materials if requested by walllet;
(d) walllet may withhold unpaid commissions pending final review; and
(e) no new commission will accrue on activity occurring after the effective termination date unless walllet expressly states otherwise in writing.
21. Changes to These Affiliate Terms
21.1. walllet may update, amend, replace, restate, or modify these Affiliate Terms at any time in its sole discretion.
21.2. Any updated version becomes effective upon posting on walllet’s website or upon any later effective date stated in the updated version.
21.3. walllet may, but is not obligated to, also provide notice of updates by email, dashboard notice, in-app notice, or another communication channel.
21.4. Your continued participation in the Affiliate Program after the effective date of any updated version constitutes acceptance of the updated Affiliate Terms.
21.5. No amendment proposed by you will be effective unless expressly agreed in writing by an authorized representative of walllet.
22. Governing Law and Dispute Resolution
22.1. These Affiliate Terms and any non-contractual obligations arising out of or in connection with them will be governed by the laws specified in walllet’s Terms of Service, as amended from time to time, unless walllet expressly states otherwise in a separate signed written agreement.
22.2. Any dispute arising out of or relating to these Affiliate Terms will be resolved in accordance with the dispute resolution framework set forth in walllet’s Terms of Service, unless walllet expressly states otherwise in a separate signed written agreement.
22.3. To the extent permitted by applicable law, walllet may seek interim, injunctive, or equitable relief in any court of competent jurisdiction to protect confidential information, intellectual property, platform integrity, or enforcement rights pending final resolution.
23. Miscellaneous
23.1. These Affiliate Terms, together with walllet’s Terms of Service, Privacy Policy, and any campaign-specific rules, annexes, or written notices issued by walllet, constitute the entire agreement between you and walllet concerning the Affiliate Program.
23.2. If any provision of these Affiliate Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.
23.3. walllet’s failure to enforce any right or provision will not constitute a waiver.
23.4. You may not assign, transfer, delegate, sublicense, or otherwise dispose of any right or obligation under these Affiliate Terms without walllet’s prior written consent. walllet may assign these Affiliate Terms freely.
23.5. The English version of these Affiliate Terms will control in the event of any inconsistency with any translation.