This affiliate agreement (the “Agreement”), dated at the time of account registration via this website (the “Effective Date”), is entered into between the affiliate (the “Affiliate”) and Massive Computing, Inc. (“Massive”) and specifies the terms under which the Affiliate engages Massive for the provisioning, integration, and support of Massive’s software to enable the Affiliate to monetize the computing resources of the Affiliate’s end users (individually, the “User”, and, collectively, the “Users”), including but not limited to central processing (CPU), graphics processing (GPU), memory, Internet Protocol (IP) addresses, bandwidth, and storage utilized to mine cryptocurrency, run scientific simulations, and ping network objects (the “Permitted Use”).
In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the Affiliate and Massive (individually, the “Party”, and, collectively, the “Parties”) agree as follows:
1. Unless terminated earlier in connection with Section 3 below, this Agreement shall commence on the Effective Date and continue until terminated in accordance with Section 2 below (the “Term”). Sections 8–10, 15–18, and 21–30 below shall survive termination of the Agreement.
2. Either Party may terminate this Agreement at any time without cause and without incurring any additional obligation, liability, or penalty by providing the other Party at least thirty (30) days’ prior written notice (which may be delivered via electronic mail). In addition, either Party may terminate this Agreement immediately (1) in the event of a material breach of the Agreement by the other Party that is not cured within fifteen (15) days of written notice thereof from the other Party or (2) if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceeding that is not dismissed within sixty (60) days of filing.
3. Massive shall render the following services (the “Services”):
3.1. Massive shall provide a Windows or macOS software development kit (SDK) to be utilized by the Affiliate’s Users (the “SDK”).
3.2. Massive shall provide a web-based accounting of the units of monetization work that the Affiliate’s Users have successfully completed.
3.3. Massive may provide regular updates to the SDK, which the Affiliate may promote to Users.
3.4. Based on the profitability of possible tasks, Massive may update the monetization tasks that the SDK performs.
4. The Services shall also include any other provisions that the Parties mutually agree upon in writing.
5. Massive shall provide a uniform resource locator (URL) from which the latest version of the SDK can be downloaded by Users.
6. Subject to approval of the SDK by the Affiliate, the Affiliate shall promote the SDK to their Users.
7. The Affiliate may incentivize Users to utilize the SDK. The incentives may include points, bonuses, gift cards, cash payments, or any other method that the Affiliate deems appropriate and shall be at the Affiliate’s sole discretion and liability. The Affiliate shall comply with any applicable laws and shall indemnify Massive for any claims, losses, or damages incurred by Massive with respect to such an incentive programs.
8. The revenue, cryptocurrency, and tokens generated as a result of the utilization of the SDK by the Affiliate’s Users shall be apportioned as follows:
8.1. Massive shall exchange for United States dollars fifty percent (50%) of the cryptocurrency and tokens generated via the Users hereunder and shall pay to the Affiliate such amount, in addition to fifty percent (50%) of the amount of revenue collected from third parties for utilizing the Users’ computing resources, and less the third-party exchange and processing costs incurred by Massive (the “Affiliate Revenue Share”).
8.2. Massive shall retain the remaining fifty percent (50%) of revenue, cryptocurrency, and tokens generated via the Users hereunder.
8.3. Each Party shall be responsible for the taxes levied on fees earned and paid to the other Party under this Agreement, including the federal, state, and local taxes, levies, and assessments.
9. Massive shall pay the Affiliate Revenue Share within 30 days of the end of the month during which the revenue, cryptocurrency, and tokens were generated.
10. Subject to Section 11 below, the Affiliate agrees that Massive shall have sole rights to and be the sole owner of the cryptocurrency and tokens generated via the Affiliate’s Users and that the Affiliate shall have no rights to the cryptocurrency or tokens generated.
12. Massive’s role may be recognized by writing “Powered by Massive” within any software that utilizes the SDK. This recognition may also include a hyperlink to Massive’s corporate website.
13. The Affiliate may refer to Massive as the provider of the SDK during the Affiliate’s communications with Users and when marketing the SDK.
14. Massive shall provide an opt-in process for Users within the SDK pursuant to which the User consents to the monetizion of their computing resources by Massive prior to their utilization of the SDK. The opt-in process shall include, without limitation, full compliance by the Affiliate with all of Massive’s transparency and (user-experience) UX requirements. The Affiliate shall not remove the opt-in process from the SDK nor take any other action to prevent the Users from being able to opt in via the process.
15. Massive shall not collect, seek, or prompt the Users to provide any personal data, including names, addresses, telephone numbers, or email addresses.
16. Massive may collect anonymous data regarding hardware configurations of the Users. This configuration data may be utilized for the purpose of software improvement, development, and marketing.
17. Massive may collect anonymous data regarding hardware and software performance of the Users. This performance data may be utilized for the purpose of software improvement, development, and marketing.
18. Massive may collect anonymous data regarding IP addresses in order to approximate the geographic locations of the Users. This geographic data may be utilized for the purpose of software improvement, development, and marketing.
19. Massive shall utilize the SDK solely for the Permitted Use.
20. Massive shall use commercially reasonable efforts to ensure that, at the time of delivery by Massive, the SDK is free of harmful software, including but not limited to viruses, trojans, adware, and malware.
21. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, excluding Delaware’s choice-of-law principles, and all claims relating to or arising out of this contract or the breach thereof, whether sounding in contract, tort, or otherwise.
22. Each Party represents and warrants that they shall comply with any applicable laws in accordance with their obligations and requirements hereunder.
23. Except as specified herein, neither party makes any warranties express, implied, or statutory, including but not limited to the implied warranties of merchantability, noninfringement, title, quality, or fitness for a particular purpose.
24. Except as may arise out of either Party’s gross negligence or willful misconduct, (1) neither Party shall be liable to the other or any third party for loss of profits or for special, indirect, incidental, consequential, or exemplary damages, including costs, in connection with this Agreement or the performance of their services hereunder, even if they are aware of the possibility of such damages and (2) the total liability of Massive to the Affiliate for any claims and damages under this Agreement, whether arising by statute, contract tort, or otherwise, shall not exceed the Affiliate Revenue Share paid by (and not otherwise refunded to) Massive to the Affiliate in the twelve (12) month period preceding the event that gave rise to the claim.
25. Each Party may assign their rights or delegate their duties and responsibilities under this Agreement to any entity acquiring all or substantially all of the assets or capital stock of the Party or to any other entity into which the Party may be liquidated, merged, or consolidated.
26. The obligations of each Party hereunder, excluding payment obligations, shall be suspended while and to the extent that the Party is prevented from complying herewith in whole or in part by any event beyond their reasonable control, which shall include, without limitation, acts of God, earthquakes, unavoidable accidents, laws, rules, regulations, or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other similar event or cause. If such an event should result in the suspension of either Party’s performance of their obligations hereunder, that Party shall give written notice of such suspension to the other Party, specifying in reasonable detail the nature of the event causing such suspension.
27. No waiver by either Party of a breach of any term, provision, or condition of this Agreement by the other Party shall constitute a continuing waiver of any succeeding breach of the same or any other provision hereof. No such waiver shall be valid unless executed in writing by the Party granting the waiver.
28. The Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability and shall meet any requirement to provide an original or hard copy.
29. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation or construction of any provision of this Agreement.
30. Each Party acknowledges that this Agreement shall be construed as neither in favor of nor against either Party.