Affiliate Program Terms

These Affiliate Program Terms (the “Affiliate Terms”) govern participation in the affiliate referral program (the “Program”) operated by Glacierpay Inc., a corporation incorporated under the laws of the Province of Ontario, Canada, registered with FINTRAC as a Money Services Business, registration number C10001598 (“Glacierpay”, “we”, “us”). By registering for the Program, accessing the affiliate portal, or accepting any Commission, you (the “Affiliate”, “you”) agree to be bound by these Affiliate Terms, by our Terms and Conditions, our Privacy Policy and our Acceptable Use Policy, each incorporated by reference. If you participate on behalf of a company or other legal entity, you represent that you are authorised to bind that entity, and “Affiliate” refers to that entity.

1. Definitions

• “Business Day” means a day, other than a Saturday, Sunday or statutory holiday, on which banks are open for general business in Toronto, Ontario.
• “Referral Code”means the unique code and/or referral link (glacier-pay.com/r/<code>) assigned to the Affiliate for tracking referrals.
• “Referred Client”means a business client that (i) completes registration with Glacierpay through the Affiliate’s Referral Code or referral link, or by entering the Referral Code during onboarding, and (ii) is attributed to the Affiliate in Glacierpay’s systems at the time the client account is created.
• “Net Revenue”means the revenue actually captured and retained by Glacierpay on a settled transaction of a Referred Client (spread and fees), net of provider costs, reversals, refunds and adjustments, as recorded in Glacierpay’s books, which are authoritative.
• “Commission” means the percentage of Net Revenue credited to the Affiliate under Section 5.
• “Portal” means the affiliate dashboard available under glacier-pay.com/affiliate.
• “Restricted Jurisdictions” means the member states of the European Economic Area and the United Kingdom, together with any jurisdiction Glacierpay designates on notice under Section 7.3.

2. Enrolment and Eligibility

Participation requires registration through the Portal and approval by Glacierpay. You must be at least 18 years old, provide accurate and complete registration information, and keep it current. Glacierpay may accept or decline any application, and may condition approval on identity verification or other due-diligence checks, at its sole discretion and without obligation to give reasons. While an application is pending approval, referral tracking and Commission accrual operate, but payouts are not available.

You may maintain only one Affiliate account. Employees, contractors and agents of Glacierpay, and existing Glacierpay client accounts, are not eligible. Persons located in, organised under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions, and persons named on any applicable sanctions list (including those administered by the United Nations, Canada, OSFI, the United States (OFAC), the United Kingdom or the European Union) are not eligible.

3. Referral Tracking and Attribution

Referrals are attributed when a new client signs up through your referral link (which sets an attribution cookie of up to 90 days) or enters your Referral Code during onboarding, and the attribution is recorded at the time the client account is created. Attribution is applied on a first-in basis: a client can be attributed to at most one Affiliate, and attribution is not applied retroactively to clients who registered without your Referral Code or who were already known to, or in active discussion with, Glacierpay. Glacierpay’s tracking records are authoritative; we will investigate attribution disputes in good faith, and our determination is final.

4. No Agency; Independent Contractor

The Program creates no employment, agency, partnership, joint venture or fiduciary relationship. You have no authority to act for, bind, or make representations on behalf of Glacierpay, to negotiate or conclude any contract for Glacierpay, to accept funds on Glacierpay’s behalf, or to conduct any regulated activity in Glacierpay’s name. Your role is limited to introducing prospective clients by making your Referral Code available.

5. Commission

5.1 Commission is a percentage of Net Revenue on settled transactions of your Referred Clients. The applicable percentage is set individually when your participation is approved, is visible in the Portal, and may be changed by Glacierpay on notice with prospective effect; already-accrued Commission is not affected by a rate change.

5.2 Commission accrues only when a transaction reaches settled status. No Commission accrues on transactions that are cancelled, rejected, reversed, charged back, or associated with fraud, sanctions or AML concerns; Glacierpay may reverse corresponding Commission entries where a settled transaction is subsequently unwound.

5.3 Commission accrues in the fiat currency of the underlying transaction (normally EUR), is recorded and reported in EUR in the Portal, and does not bear interest. The Portal ledger is the authoritative record of accrual, and your available balance equals accrued Commission minus paid and pending payouts.

5.4 Commission continues to accrue for as long as (i) the Program operates, (ii) your participation has not been terminated, and (iii) the Referred Client remains an active client; there is no guaranteed duration of accrual.

6. Payouts

6.1 You may request a payout through the Portal once your available balance is at least EUR 100. Payouts are made in EUR by bank transfer (SEPA) or, at your election, in cryptoassets to the wallet you have configured in the Portal, and are processed following review, normally within two (2) Business Days. Payouts are made net of third-party charges, including correspondent banking charges and cryptoasset network fees.

6.2 Where you elect a cryptoasset payout, your EUR-denominated balance is converted into the selected cryptoasset at the rate applied by Glacierpay at the time the payout is processed. The EUR amount debited from your balance is authoritative; Glacierpay is not responsible for changes in the market value of the cryptoasset after processing.

6.3 You are solely responsible for the accuracy of your payout details. Cryptoasset transfers are irreversible; Glacierpay is not liable for funds sent to the address, network or asset you configured.

6.4 Glacierpay may withhold, suspend or decline a payout where required by law, where your account is under investigation for breach of these Affiliate Terms, or where AML, sanctions or fraud checks are outstanding, and may require identity verification before releasing a payout.

6.5 Amounts payable are inclusive of any applicable taxes. You are solely responsible for the declaration and payment of all taxes, levies and social charges arising from your Commission, and you will provide any tax documentation Glacierpay reasonably requests. Where Glacierpay is required by law to withhold or deduct any amount from a payout, payment of the net amount discharges Glacierpay’s obligation in full.

7. Marketing Conduct

7.1 Obligations

You must, at all times:

1. clearly and conspicuously disclose your affiliate relationship with Glacierpay in any promotion of Glacierpay’s services;
2. present Glacierpay’s services truthfully and accurately, without guaranteeing profits, returns, prices, approval, or onboarding outcomes;
3. comply with all laws applicable to your marketing, including Canada’s Anti-Spam Legislation (CASL), applicable e-privacy and data-protection laws, and any financial-promotion or investment-advertising rules of the jurisdictions you target; and
4. comply with all applicable anti-bribery and anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada), and refrain from offering, promising or giving any improper payment or advantage to any person to generate referrals.

7.2 Prohibited Conduct

You must not:

1. send unsolicited commercial electronic messages, or market through spam, auto-dialers, scraped contact lists or purchased lead lists;
2. provide investment, legal or tax advice, or present cryptoasset trading as risk-free or as an investment opportunity offered by you;
3. hold yourself out as an employee, agent, branch or representative of Glacierpay, or register or use domain names, social-media handles, apps or trading names confusingly similar to “Glacier Pay” / “Glacierpay”;
4. bid on Glacierpay brand terms (or misspellings) in paid search, or set your referral cookie by any means other than a genuine user click (no cookie stuffing, iframes, forced redirects, or incentivised clicking);
5. refer yourself, your own entities, or existing Glacierpay clients; create or encourage fake, duplicate or fraudulent signups; or rebate, split or share Commission with a Referred Client without Glacierpay’s prior written consent;
6. operate sub-affiliate networks, or sublicense, share or otherwise permit any third party to use or distribute your Referral Code as if it were their own;
7. target persons in sanctioned jurisdictions, minors, or any audience to whom the promotion of cryptoasset services is prohibited; or
8. use Glacierpay marketing materials other than as provided or approved by Glacierpay, or modify Glacierpay’s trademarks or branding.

7.3 Geographic Restrictions (EEA and United Kingdom)

Glacierpay is not authorised as a crypto-asset service provider in the European Economic Area or the United Kingdom and does not direct marketing at persons there; clients in those jurisdictions are served exclusively at their own initiative (see Section 4 of the Terms and Conditions). Accordingly, you must not direct any promotion of Glacierpay or its services at persons in the Restricted Jurisdictions, whether through paid or organic media, audience or geographic targeting, language targeting, sponsorships, events, influencer marketing or otherwise. You represent, in respect of each Referred Client, that the referral did not result from promotion directed at persons in a Restricted Jurisdiction. Commission derived from referrals in breach of this Section 7.3 is forfeited under Section 10, and breach of this Section 7.3 is a material breach for the purposes of Section 11. Glacierpay may designate additional Restricted Jurisdictions on notice where regulatory developments so require.

7.4 Disclosure of Marketing Channels

Upon request, you will promptly disclose to Glacierpay the channels, methods and properties you use to promote Glacierpay’s services, and will reasonably cooperate with any review of your marketing activities, including verification of compliance with Sections 7.1 through 7.3. Failure to cooperate with such a review is a material breach of these Affiliate Terms.

8. Intellectual Property

Glacierpay grants you a limited, revocable, non-exclusive, non-transferable licence to display Glacierpay’s name, logo and approved marketing materials solely to perform under these Affiliate Terms. All goodwill inures to Glacierpay. The licence ends automatically when your participation ends, upon which you will promptly remove all Glacierpay branding and referral links from your properties.

9. Confidentiality and Data Protection

Non-public information you receive through the Program (including Portal data, commission rates and any communications marked confidential) is confidential and may be used only to perform under these Affiliate Terms. The Portal deliberately presents Referred Clients on an anonymised basis; you must not attempt to identify Referred Clients from Portal data, and you must handle any personal information you process in your own marketing in accordance with applicable data-protection law, including PIPEDA. As between the parties, you are an independent controller of the data you collect on your own properties; no personal data of Glacierpay clients is shared with you.

10. Compliance, Fraud and Forfeiture

Glacierpay may screen Affiliates against sanctions lists and conduct AML and fraud checks at any time. If Glacierpay determines, acting reasonably, that Commission derives from breach of these Affiliate Terms, including self-referral, fraudulent or incentivised signups, misleading promotion, promotion directed at a Restricted Jurisdiction in breach of Section 7.3, or referrals of persons who may not lawfully be served, the related Commission (and, in the case of material or repeated breach, the entire unpaid balance) is forfeited, without prejudice to Glacierpay’s other rights and remedies. Glacierpay may set off any amounts you owe against unpaid Commission.

11. Term, Suspension and Termination

Either party may terminate participation at any time on notice (you: by written notice to [email protected]; Glacierpay: by notice to your registered email or through the Portal). Glacierpay may suspend your account, your Referral Code and payouts during any investigation of suspected breach. Upon termination other than for your material breach, Commission validly accrued up to the termination date remains payable, and will be paid out (subject to Section 6) even if below the minimum payout threshold; upon termination for material breach or fraud, unpaid Commission is forfeited under Section 10. Sections 4 and 8 through 17 survive termination.

12. Changes to the Program and these Terms

Glacierpay may amend these Affiliate Terms, the Program mechanics, or discontinue the Program in whole or in part at any time. Material changes will be notified through the Portal or by email with reasonable advance notice. Your continued participation after the effective date of a change constitutes acceptance; if you do not agree, your sole remedy is to terminate participation under Section 11.

13. No Guarantee of Earnings

The Program is provided “as is”. Glacierpay makes no representation or warranty as to the availability of the Program, the volume of business of any Referred Client, or any level of earnings. Any examples of potential earnings on Glacierpay’s websites are illustrative only.

14. Limitation of Liability

To the maximum extent permitted by law, Glacierpay’s aggregate liability to you arising out of or in connection with the Program in any 12-month period is limited to the total Commission paid to you in that period, and Glacierpay is not liable for indirect or consequential loss, loss of profit, loss of business or loss of data. Nothing in these Affiliate Terms excludes liability that cannot be excluded under applicable law.

15. Indemnity

You will indemnify and hold harmless Glacierpay, its affiliates, officers, directors and employees from and against all claims, losses, damages, penalties and expenses (including reasonable legal fees) arising out of your marketing activities, your breach of these Affiliate Terms, or your violation of applicable law.

16. General

You may not assign these Affiliate Terms or any Commission claim without Glacierpay’s prior written consent. If any provision is held invalid, the remainder continues in effect. These Affiliate Terms, together with the documents incorporated by reference, are the entire agreement between the parties regarding the Program and supersede any prior discussions. A failure to enforce a provision is not a waiver. Notices to Glacierpay regarding the Program shall be sent to [email protected].

17. Governing Law and Disputes

These Affiliate Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law rules. The parties will first attempt in good faith to resolve any dispute amicably; failing resolution, disputes shall be finally resolved in accordance with the dispute-resolution provisions of the Terms and Conditions, which apply to these Affiliate Terms mutatis mutandis, with the courts of Toronto, Ontario having jurisdiction where those provisions do not apply.

Contact: Glacierpay Inc., 320 Matheson Blvd West, Suite 211, Mississauga, Ontario, Canada · [email protected]