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ONPASSIVE ECOSYSTEM AFFILIATE AGREEMENT

This Ecosystem Affiliate Program (“Agreement”) is entered into by and between:

M/S ONPASSIVE Technologies LLC referred to as (“ONPASSIVE”, Company “we “Our”, “Us")

And

The Affiliate Party referred to as (“You”, User”, “Affiliate Party) accepting the Terms and
Conditions (“T&C”) of this Agreement.

This Agreement considered effective on the date that the User accepts its T&C by signing the
agreement / or clicking I ACCEPT/ I AGREE below bottom (the “Effective Date”).

This Agreement is executed to reward you with free OKOIN (“Affiliate Reward”) for referring any
person who successfully joined and subscribed to our Company’s Products as new User/ new
Participant on ONPASSIVE Ecosystem Platform (“Referred Party”, “New User/ New Participant”).

By signing this Agreement, and / or clicking I AGREE/ I ACCEPT, you hereby accept the T&C of
this Agreement. Accordingly, you undertake to abide by these T& C and consequently represent
and warrant the following:

(a) That you have the full legal capacity to bind yourself with the terms of this Agreement.

(b) That you have read and understood the T&C of this Agreement.

(c) That you have freely expressed your consent to accept the terms of this Agreement.

This Agreement shall be effective on the date of electronically accepting its Terms & Conditions
by the Affiliate Party

I. DEFINITIONS AND GLOSSARY


The following words shall have the meaning attributed to them as follows:

1. "Affiliate Party" refers to the individual or entity participating in the affiliate program and
promoting the ONPASSIVE’s products or services.

2. " ONPASSIVE" refers to the company who owns or offers the products or services being
promoted by the affiliates.

3. “Referred Party” means the relevant Referred Affected Participant, Referred Market Customer
and Referred Directed Participant to ONPASSIVE.

4. "Commission" is a percentage of total sales as determined by ONPASSIVE for services


rendered.

5. "Referral" his term refers to the action taken by the affiliate that results in a potential customer
being directed to the ONPASSIVE’s website or generating a potential sales opportunity.

6. Direct referral means that the affiliate is responsible for referring customers directly to
ONPASSIVE’s sales platform or website, resulting in a successful purchase. The customer must
follow the referral link or use a unique identifier provided by the affiliate to ensure proper
attribution of the sale.

7. "Affiliate Link" This term may refer to the unique identifier or code provided to the affiliate to
track their referrals or leads accurately.

8. "Confidential Information": shall mean all information that is marked as confidential or, from
its nature, can be reasonably presumed to be confidential, disclosed by ONPASSIVE to the Party
in any form or manner whether oral or in written, whether prior to or after the conclusion of this
Agreement.

9. " OKOIN: ONPASSIVE special Coin which used internally and not listed at any Fiat Exchanges
platform and the purpose of using OKOIN is to show the whole related financial aspects inside
ONPASSIVE ECOSYSTEM such as Commissions earned, balance at different types of wallets,
payment, withdraw…etc., Please Note that 1 OKOIN = 1 USD

10. " Affiliate Reward " or “Free OKOIN” Earned commissions, Bonus, or any kind of award that
ONPASSIVE may give to normal customers or Affiliate for different reasons such as
commissions earned from sales of products subscription, welcome bonus for joining OES,
special bonus for loyal customers and affiliates, prizes of contests…. etc.

11. Wallets: refer to:

a. Payout Wallet = Withdrawable Wallet (Allowed to withdraw the amount to any approved Payout
Methods)

b. Credit Wallet = Non-Withdrawable Wallet (Not Allowed to withdraw the amount to any
approved Payout Methods).

c. Revenue Wallet = Payout Wallet + Credit Wallet.

d. Funding Wallet = Wallet to add more OKOIN through Card payment to use this fund for
purchasing/ renewal ONPASSIVE Products.

II. RELATIONSHIP BETWEEN THE Affiliate PARTY AND


ONPASSIVE
Nothing in this Agreement shall construed to create a Partnership, Employment relationship or
Joint venture between the Affiliate Party and ONPASSIVE. Furthermore, nothing in this
Agreement shall construed to authorize the Affiliate Party to act as the agent of ONPASSIVE, nor
an employee, nor give the Affiliate Party the authority to act for, or to assume or incur any
obligations on behalf of ONPASSIVE with any Third Party.

III. Affiliate PARTY ELIGIBILITY


In order to be eligible to enter this Agreement and to refer your network, or any other person
across the world to subscribe with any of our Products available on ONPASSIVE Ecosystem, you
must meet the following conditions:

(a) Legal age as stipulated in your country of residence Have all your documents uploaded and
approved. In case of commissions withdraw request initiated

(b) Being a current user for any ONPASSIVE Product.


(c) Having a valid account with ONPASSIVE; And

(d) Having a known residential address.

IV. HOW THE Affiliate PROGRAM WORKS


a. Affiliate Link

Subject to be qualified and eligible as stated in the above clause, ONPASSIVE will provide you
with a unique Affiliate link URL (“Personal Link”) that allows you to distribute it for promoting,
marketing, and inviting any other person in order to join the Ecosystem and subscribe to any of
ONPASSIVE Products. Once the Referred Party successfully purchases a subscription through
your Personal link to any of our Products, you will be entitled to receive the free OKOIN or
rewards as advertised on ONPASSIVE Platform, as sales commission as applicable.

You may also refer as many persons as you want throughout the entirety and the validity of this
Agreement.

Referred person must join and successfully subscribe to any of ONPASSIVE Products in order
that the Affiliate Party to be entitled to receive the Free OKOIN or the Referral rewards, as
applicable.

b. Distribution of Affiliate Link


The Affiliate Party has the right to use and distribute the Affiliate link for promoting, marketing,
and inviting any person across the world.

The Affiliate Party accepts and agrees at all times to immediately stop the distribution of the
Affiliate link to any person that the Affiliate Party wishes to invite to join ONPASSIVE Ecosystem
Platform upon instruction of ONPASSIVE, and without any liability on ONPASSIVE to justify the
reason behind this instruction.

The Affiliate Party undertakes to provide and explain the terms of this agreement to the person
that the Affiliate Party wishes to invite to become as new users (The Affiliate Party).

c. Promoting and Marketing


Subject to receiving the Personal Affiliate Link, you may conduct a marketing Campaign for the
purpose of referring and inviting any person across the Affiliate to ONPASSIVE Ecosystem
platform through promoting and marketing our Products by any means such as email campaign,
Social Media Platforms, your Website or any other communication means (“Marketing
Materials”) and consequently to share the Affiliate link that you will receive from us with the
person that you wish to invite.(the Referred Party);

The Affiliate Party understands that all his Marketing materials and Marketing Campaign must
be:

(a) Strictly abide by the T&C of ONPASSIVE Affiliate Program; and

(b) In compliance with the T&C of this Agreement and all the applicable laws and regulations that
govern the relations between the Affiliate Party and ONPASSIVE, including but not limited to
those relating to marketing, privacy, and data protection.
(c) Sent to any Person/s who has never previously refused to receive any marketing campaign
about ONPASSIVE Products.

(d) clearly identified the communication as promotional and marketing campaign and displays
any applicable Incentive/ Rewards Terms in such distribution.

V. RESTRICTIONS
1. The Affiliate shall comply with all applicable laws, regulations, and industry standards while
promoting ONPASSIVE's products or services. This includes but is not limited to advertising laws,
data protection regulations, and any other relevant legal requirements.

2. The Affiliate shall not engage in any activities that may harm the reputation or interests of
ONPASSIVE. This includes engaging in fraudulent, misleading, or unethical practices, making
false claims, or engaging in any illegal activities while promoting ONPASSIVE's products or
services.

3. The Affiliate shall maintain the confidentiality of any proprietary or confidential information
shared by ONPASSIVE, including customer data, pricing information, trade secrets, or any other
sensitive information obtained during the course of the Affiliate program.

4. Any promotional materials, advertisements, or marketing campaigns created or utilized by the


Affiliate must be approved in writing by ONPASSIVE before use, to ensure compliance with
branding guidelines and to maintain consistency in messaging.

5. No User may use the Program to violate any 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 Program.

6. In addition, you may not (i) tamper with the Program, (ii) act in an unfair or disruptive manner,
or (iii) use any system, bot, or other device or artifice to participate or receive any benefit in the
Program.

7. You are allowed to post your personal Affiliate link on any public websites which offers the
Affiliate code to anyone offering your personal Affiliate link for commercial purposes if the Policy
and the Terms of such websites does not prohibit such posting.

8. If ONPASSIVE believes that any Affiliate link associated with a user’s account was used in a
manner that violates the laws, regulations and other website's T&C and Policies, consequently,
we have the full right to remove all awarded OKOIN and Rewards associated with that account
and remove the User from the ONPASSIVE Ecosystem Platform.

9. Any attempt to deliberately damage the legitimate operation of ONPASSIVE Affiliate Program
shall be considered a violation of criminal and civil applicable laws. Subsequently, ONPASSIVE
reserves its right to seek remedies and damages to the full extent of the law, including criminal
action.

10. The affiliate Party are not permitted to initiate any transfer between its E- Wallet and the
wallet of different users for any of the OKIONS that are loaded in their funding wallet or any of
the OKIOINs that they may earn as per the affiliate Program. Additionally, the affiliate users are
not permitted to transfer any of the OKOIN from their funding wallet into their credit wallet and
their payout wallet.
VI. EARNING REWARDS
By making a valid referral to any of customers that you have referred and have successfully
joined and subscribed to any of the Products and services of ONPASSIVE available on
ONPASSIVE Ecosystem Platform, you will be entitled to receive a Free OKOIN or an Affiliate
Reward, as applicable.

The Affiliate Party will be entitled to receive the Affiliate Rewards subject to verification for each
qualified referral.

The New User (Referred Party) may also promote and market the Services or Products of
ONPASSIVE to his community or to any other Party across the world and act as an Affiliate Party
in case he meets the eligibility and accepts the T&C of the Affiliate Program.

Affiliate Rewards value and entitlements may vary for each time you refer someone to join and
subscribe to any of ONPASSIVE Products as explained below:

Users who make a valid referral to any individual who has successfully subscribed to the same
Products that they have already subscribed to using their affiliate link will be entitled to receive a
withdrawable OKOIN as an affiliate reward the same shall be credited to their Payout wallet.
Withdrawal OKOIN in OES Affiliate Program are transferable and have a cash value of one (1)
OKOIN equal to one (1) USD.

However, if the individual who the user has referred has initiated a subscription with a different
Product, the user will be entitled to a non-withdrawable OKOIN as an affiliate reward, the same
shall be credited to their Credit Wallet.

VII. OES E-WALLET


Eash OES Affiliate user shall own an ONPASSIVE E- WALLET that consists of two sections as
detailed below:

a. The REVENUE WALLET. This wallet consists of a Payout Wallet/ Withdrawable Wallet and a
Credit Wallet/ Non-Withdrawable wallet. Where Credit wallet is designed to save the
commission/ OKIONS rewards that the affiliate user will earn as per the affiliate program and the
payout wallet is design to withdraw money upon successful transfer of their OKIONS from their
Credit wallet into their Payout wallet.

b. The FUNDING WALLET. This wallet is designed to allow the users to store/load their money, by
using this wallet the users are allowed to add more OKION through card payment or crypto
payment and use the same for subscribing or renewal of any of our Products. Users are free to
top up their funding wallet at any time through any the available mode of payments

OKIONS that the affiliate Party may earn as commission may be credited automatically from their
credit wallet into their payout wallet as per the applicable terms of the affiliate Program,
accordingly the transfer between two wallets of the same user is possible as per the applicable
terms, however such transfer is restricted and not permitted between the accounts and the
wallets of different users.

VIII. HOW SUBSCRIBIONS Through the affiliate link initiated.


a. Subscription of the Same Product that the Affiliate Party has
already subscribed to.
If the Party you referred to us has successfully subscribed for the same Product that you are
already subscribed to using your Affiliate link, then the Affiliate Reward amount will be
Withdrawable OKOIN.

For the First Sale from Affiliate Direct Referrals, the Affiliate Party will be entitled to receive an
affiliate reward of up to 100 % withdrawal OKOIN of the amount paid by the Referred Customer to
subscribe to the Product. However, from the following direct referral sales onwards, the Affiliate
Party will be entitled to receive up to 25% of the amount paid by the Referred Party for Product
subscription.

b. Subscription of Different Products


If the Party you referred to us has successfully subscribed to any product different from the one
that you have already subscribed to using your Affiliate link, then the Affiliate Reward amount will
be non-withdrawable OKOIN.

For the First Sales from Affiliate Direct Referrals, the Affiliate Party will be rewarded up to 100 %
non-withdrawable OKOIN of the amount paid by the Referred Party or Customer to subscribe to
the Product. However, from the following direct Referral sales onwards the Affiliate Party will be
entitled to receive up to 25 % of the amount paid by the Referred Party. Where Affiliate reward will
be in the form of OKOIN only.

Withdrawable OKOIN in ONPASSIVE Ecosystem Affiliate Program are transferable and have a
cash value of one (1) OKOIN equal to one (1) USD.

To Transfer OKOIN from Credit Wallet (Non-Withdrawable) to Payout Wallet (Withdrawable) the
Affiliate Party has to purchase ONPASSIVE Product which he/she received OKOIN for it within a
maximum 30 days from the purchase of the first sale in his direct referrals so the commission
earned as OKOIN will be transferred from Credit Wallet to Payout Wallet.

If 30 days pass without purchasing ONPASSIVE product which gives the Affiliate the free OKOIN
so all earned OKOIN in this particular billing cycle will remain in the Credit Wallet and can be
utilized only for Purchasing / Renewal ONPASSIVE Products subscription.

IX. Launch Premiere Bonus:


If the Affiliate achieves a minimum sales volume in qualified referrals during the initial term as
determined by ONPASSIVE.

ONPASSIVE may reward the Affiliate party due to his contribution for increasing company sales
and revenue by a percentage of sales generated from all Affiliates who joined ONPASSIVE
through his personal Affiliate Link or his direct referrals Affiliate link as follows:

1.If the sales volume surpasses $100,000 within the initial three months, the affiliate party
becomes eligible for an additional bonus of up to 2% of the sales generated by their direct
referral customers and affiliates.

2.From time-to-time ONPASSIVE may offer special Rewards or a Commissions for Affiliate
Parties as motivational or occasional Rewards depending on certain circumstances and Affiliate
partie's performance, and any additional terms related to this clause.
X. Commission Payments:
1. ONPASSIVE agrees to pay the Affiliate a commission based on the successful referrals or
sales generated by the Affiliate.

2. Calculation and Tracking: ONPASSIVE shall accurately calculate the commissions owed to the
Affiliate based on the tracking system established by ONPASSIVE. The Affiliate shall use the
provided tracking links or codes to ensure accurate tracking and attribution of referrals or sales.

3. Payment Timing: (i) Commissions shall be paid on a monthly basis, within 30 days following
the end of each calendar month. ONPASSIVE may, at its discretion, adjust the payment schedule
in case of delays or exceptional circumstances. (ii) The Sales Volume Commission will be paid
monthly on the 5th day of the following month for the commissions earned during the previous
month.

4. Payment Method: (i) Commissions shall be paid via electronic funds transfer (EFT) to the
Affiliate's designated bank account. The Affiliate shall provide accurate and up-todate banking
information to facilitate timely payments. (ii) ONPASSIVE will deposit Credit / Payout wallets
instantaneously after the payment is made and can be used or withdrawn as per the above
Terms and conditions.

5. Commission Adjustments: (i) In the event of returns, cancellations, chargebacks, or disputed


sales, ONPASSIVE reserves the right to adjust or withhold commissions accordingly. Such
adjustments may be made in the subsequent payment period. (ii) ONPASSIVE has the right to
change Commissions Percentages, Commissions categories and Payment cycle at any time as
its sole discretion and Commission Percentage may vary from product to product and without
any prior notice, such update or change happened notification will be given through OES platform
or proper communication channels from ONPASSIVE.

6. Commissions depend on ONPASSIVE Products, so earned commissions with the above


mentioned percentage may differ from product to product as per ONPASSIVE sole decision.

7. Taxes and Withholdings: The Affiliate is solely responsible for reporting and paying any
applicable taxes or withholdings on the commissions received from ONPASSIVE. ONPASSIVE
shall not be responsible for any taxes or withholdings on behalf of the Affiliate.

XI. MODIFICATIONS AND CHANGES


During the term of this Agreement, ONPASSIVE reserves the
right to:
(1) Modify, change, and update the Terms & Conditions of this Affiliate Program at any time, at its
sole discretion, and without any prior notice. If ONPASSIVE makes an update, we will post the
update on the Ecosystem Platform, ONPASSIVE website and applications providing you notice of
the update.

(2) ONPASSIVE may also, in its sole discretion, change, cancel, pause, suspend, or modify the
whole program or any of its aspects without notice.

(3) Your Continued participation in any Affiliate Program after implementing any update by
ONPASSIVE shall be considered as an acceptance from you to such update, or else you can exit
the program without prejudice to ONPASSIVE rights.
VIII. TERMINATION
ONPASSIVE reserves its rights to terminate this Agreement at any time for any reason at its
sole discretion without prior notice

We reserve the right to disqualify you at any time from participation in the Program if we have a
good faith belief that you have violated any of the Terms of this Agreement.

We reserve the right to cancel the Program and stop the use of the Affiliate link at any time
without justification and to forfeit any rewards if it’s proved that you committed any fraudulent or
suspicious activities.

Upon termination of the Affiliate program or any portion thereof for any reason including
suspected fraud abuse, or any violation of the T&C of this program, any unused or unredeemed
Rewards that have not yet been delivered to Affiliate Party are forfeited.

The affiliate party may terminate this agreement at any time without any adverse impact on
ONPASSIVE or its representatives under any circumstances.

IX. LIABILITY BINDING EFFECTS


By participating in the Program, you agree to and are bound by the Program Terms and
Conditions. If you do not wish to agree to and abide by the Program Terms and Conditions in
their entirety, you are not authorized to participate in the Program.

By participating in the Program, you release ONPASSIVE and its affiliates, subsidiaries, its
respective directors, officers, employees, and agents from any and all liability for any loss, harm,
damages, cost, or expense, arising out of or in any way connected to the Program and/or the use
of any Program rewards.

X. INDEMINIFICATION
Affiliate Party agrees to indemnify, defend, and hold ONPASSIVE and its representatives 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 any breach by the
participant of any of these Program Terms and Conditions or any violation by Participant of
applicable law.

If you use the Program (including Affiliate links) in a manner that violates applicable laws,
including anti-spam and data protection laws, you will indemnify, defend, and hold harmless
against any liabilities, costs, and expenses that ONPASSIVE may incur as a result of such
violation.

XI. Intellectual Property


a. ONPASSIVE grants the Affiliate party a non-exclusive, non-transferable license to use approved
marketing materials solely for the purpose of promoting ONPASSIVE's products or services.

b. The Affiliate party shall not modify, reproduce, or distribute the Company's marketing materials
without prior written consent.

XII. APPLICABLE LAW


All disputes, claims and causes of action arising out of or related to the Program or any reward
or other reward or free credit awarded pursuant to the Program or to this Agreement shall be
resolved under the laws of the territory where the Referrer Parties are resident, and the local
courts shall have the jurisdiction to look over the dispute.

IN WITNESS WHEREOF the parties herein have placed their hands hereunto and caused this
Agreement to be executed and entered effect the day and the date first shown hereinabove.

SIGNATURE:

THE COMPANY

ONPASSIVE TECHNOLOGIES

THE AFFILIATE PARTY

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