1.1.  Digital Assets Software and Strategy

AstraBit operates Software that provides Bots that enable Qualified Members to manage their Digital Asset holdings through the AstraBit Platform using your Custom Strategy in accordance with the AstraBit User Agreement. You understand and agree that Software provides Users with tools that allow both you and Qualified Members to:

• place buy/sell orders from a Bot that will automatically cause one or several third party Digital Asset Exchanges to execute Transactions from a Qualified Member’s Linked Wallet, using the capabilities of third-party public APIs and features of the AstraBit Website;
  
  
• configure the parameters of a Bot, which will automatically cause third-party Digital Asset Exchanges to execute Transactions within those established parameters and without the need for additional human interaction or intervention;
  
  
• for an additional fee, allow users to elect to follow and receive additional information from you and/or other third parties who use the Software as a platform to distribute their own Custom Strategies and/or information to Qualified Members who have subscribed to their Custom Strategy, feed or distribution list; and
  
  
• use AstraBit API to establish an electronic connection to third-party services.

1.2.  Other AstraBit Services

In addition to the Software, AstraBit may make available other products and services from time to time to persons deemed to be eligible for such services, in AstraBit's sole discretion, which shall be subject to such terms and conditions as may be prescribed by AstraBit and published on the AstraBit Site.

1.3.  Scope of Services.

AstraBit provides “software-as-a-service” to support your trading of Digital Assets in your Linked Wallet on third party Digital Asset Exchanges you choose. Your Instructions are executed automatically on your behalf. You are solely responsible for determining whether any Digital Asset, strategy, or Transaction is appropriate for you based on your objectives, financial circumstances, risk tolerance, and other factors.

• No Investment Advice. AstraBit does not provide financial, investment, business, Accounting, tax, legal, or other advice, and you should not treat or rely on the Services as such. AstraBit does not recommend that any Digit Asset should be bought, sold, held, or traded by you. AstraBit is not a registered investment adviser with the Securities and Exchange Commission under the United States Investment Advisers Act of 1940 or similar statute or regulation of any state or other jurisdiction.
  
  
• No Exchange or Brokerage.  AstraBit is not a Digital Asset Exchange, nor an exchange or broker approved by FINRA, nor an “exchange” or “broker” as defined under 15 USCS §78(c) or similar statute or regulation of any state or other jurisdiction, nor a “Money Services Business” governed by FinCEN as defined under 1010.100(ff) or similar money transmitter statute or regulation of any state or other jurisdiction. AstraBit has no responsibility for third party Digital Asset Exchanges you select to complete your Transactions. AstraBit does not knowingly buy Digital Assets from Users, sell Digital Assets to Users, or facilitate such transactions between Users.
  
  
• No Custody.  You are responsible for your Linked Wallet. You cannot store any Digital Assets, fiat money, or currency of any kind with AstraBit. You cannot use AstraBit to deposit or withdraw funds from your Linked Wallet. AstraBit is not a custodian, bank, trustee, or otherwise a depository institution.
  
  
• Approved Digital Assets and Digital Asset Exchange.  The Services may be used only with AstraBit-approved Digital Assets on approved Digital Asset Exchanges, which may be changed from time to time at AstraBit's discretion. The Services may not be used to trade in securities or commodities.

Preferred Partner and AstraBit desire to foster a collaborative relationship to enhance revenue opportunities for each of the parties. Preferred Partner unconditionally grants AstraBit, as your exclusive Software and Service provider, worldwide authority, royalty-free right and license to;

3.1.  Opening an AstraBit Account

In order to use the Software and Services to provide your Custom Strategy to Qualified Members, you will need to apply for an Admin Account by (a) providing your real name, email address and such other information as we may require, (b) selecting a password and (c) accepting the terms and conditions of this Agreement, the AstraBit User Agreement and the Privacy Policy.

We reserve sole and absolute discretion to accept or reject any application for any reason or for no reason whatsoever, or limit the number of Admin Account(s) that you may hold, Services you may access, and Custom Strategies you may offer, Digital Assets and/or Digital Asset Exchanges available to you and Qualified Members.   

3.1.1.  Eligibility. Preferred Partners must meet the following eligibility criteria:

• Preferred Partners who are individuals must be at least 18 years old and have full mental capacity to enter into this Preferred Partner Agreement and make decisions regarding the Software, Services, and Transactions.
• Preferred Partners establishing an Admin Account for an entity must have full power, authority, and capacity to enter into this Preferred Partner Agreement and make decisions regarding the Software, Services, and Transaction.
• Preferred Partners may not be residents of or domiciled in a Restricted State.

3.2.  Access

You are only permitted to access your Admin Account(s) using your Admin Account(s) login credentials and other required forms of authentication. We require multi-factor authentication to keep your Admin Account(s) safe and secure. As a result, you may be required to use at least two forms of authentication when accessing your Admin Account(s) and performing certain operations in your Admin Account(s). Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through SMS or a specified and supported 2FA application. If you choose to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a "rooted" (Android) or "jailbroken" (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your 2FA data to a third-party service provider in order to help us authenticate you.

• Identity Verification. In accordance with paragraph 3.3 of the AstraBit User Agreement, you agree to provide us with the information we request for the purposes of identity verification and you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity.
• In the event of any inconsistency or ambiguity between the AstraBit User Agreement and paragraph 3.2 herein, you agree to be bound by the terms of the AstraBit User Agreement which shall supersede and control.

3.3.  Admin Account Usage

• You must ensure that Admin Account(s) registered under your name will not be used by any other person.
  
  
• Corporate Admin Account Users must ensure that Corporate Admin Account(s) registered under your name will not be used by persons that have not completed identity verification, as described in Section 3.2 herein.
  
  
• You must notify us immediately of any breach of security, loss, theft or unauthorized use of your username, password or security information.
  
  
• AstraBit reserves the right to terminate, suspend or restrict your access to any Admin Account if there is reasonable suspicion by us that the person logged into your Admin Account is not the natural person authorized to use the Admin Account or if we suspect that the Admin Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes.
  
  
• At AstraBit's discretion, Corporate Admin Account Users may access the Admin Sub-Account feature on the AstraBit Platform. Each natural person associated with a Corporate Admin Account or Admin Sub-Account must undergo identity verification, as described in Section 3.2. Only one natural person may be associated with a particular Admin Sub-Account.
  
  

3.4.  Safeguarding your Admin Account

You agree to undertake to maintain at all times adequate security and control of all of your Admin Account details in accordance with this Agreement and with Section 3.7 of the AstraBit User Agreement.

3.5.  Suspension, Termination, and Cancellation.

We may from time to time in our sole and absolute discretion: (a) refuse to complete or block, cancel or reverse any Transaction you have authorized or instructed via your Custom Strategy, (b) terminate, suspend or restrict your access to any or all of the Services, (c) terminate, suspend or restrict your access to any or all of your Admin Account(s), and/or (d) refuse to transmit information or Instructions to Qualified Members and/or any other third parties (including but not limited to Linked Wallet operators), in each case with immediate effect for any reason or no reason whatsoever. Circumstances in which such suspension, termination or cancellation may arise include, without limitation, those where:

• we are required to do so by any applicable law or regulation, or any court or authority to which we are subject in any jurisdiction;
  
  
• we have determined or suspect that you have breached any terms and conditions in this Preferred Partner Agreement (including the AstraBit User Agreement or any other documents, materials or information incorporated by reference herein), Platform Rules and/or the Privacy Policy;
  
  
• we have determined or suspect that you have breached any third party intellectual property or other confidential information, trademark etc.;
  
  
• we have determined or suspect that any Transaction is unauthorized, erroneous, fraudulent or unlawful or we have determined or suspect that your Custom Strategy or your Admin Account(s) or the Services are being used in a fraudulent, unauthorized or unlawful manner;
  
  
• we have determined or suspect there is any occurrence of money laundering, terrorist financing, fraud, or any other crime;
  
  
• use of your Admin Account and/or your Custom Strategy is subject to any pending or ongoing litigation, investigation, or judicial, governmental or regulatory proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Custom Strategy or Admin Account activity;
  
  
• you have taken any action that may circumvent our controls such as opening multiple Admin Accounts without our written consent or abusing promotions which we may offer from time to time;
  
  
• you have not complied with the terms under the AstraBit User Agreement (including the Linked Wallet Addendum(s) or any documents, materials or information incorporated by reference herein), the Platform Rules, the Code of Conduct, the Tax Disclosure, The Intellectual Property and Confidentiality Addendum and/or the Privacy Policy as well as any schedule, rider and/or addendum; or
  
  

Our actions may be based on confidential criteria that are essential to our risk management and security protocols, and AstraBit is under no obligation to disclose the details of our risk management and security procedures to you.

Under no circumstances shall AstraBit or any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, due to any of the Indemnified Persons' action or inaction in accordance with the terms of this section. FURTHERMORE, YOU UNCONDITIONALLY AGREE THAT IN THE EVENT THAT AstraBit EXERCISES OUR RIGHT TO TERMINATE, SUSPEND, RESTRICT OR IN ANY WAY MODIFY ACCESS TO YOUR ADMIN ACCOUNT(S) OR THE SOFTWARE OR SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THE TERMINATION OF YOUR ADMIN ACCOUNT, YOUR CUSTOM STRATEGY, THE SOFTWARE AND/OR THE SERVICES.

You make the following representations and certify that all of the representations and warranties set out in this Preferred Partner Agreement and any and all agreements entered into pursuant to, or in connection with, the terms of this Preferred Partner Agreement and the AstraBit User Agreement, are true, accurate, correct and complied with in all respects at all times.

4.1.  Eligibility and Access

You represent and warrant to AstraBit upon application and at all times you have access to an Admin Account that you:

• Are at least 18 years old;
  
  
• Are not a citizen or resident of or domiciled in a Restricted State;
  
  
• Have provided accurate and complete responses to the information requested by AstraBit;
  
  
• Have not previously been suspended or terminated by AstraBit;
  
  
• Have full power, authority and capacity to enter into this Agreement, use the Software and Services, submit and distribute your Custom Strategy to Qualified Members, and perform your obligations under this Preferred Partner Agreement, and doing so does not violate law applicable to you;
  
  
• Are using the Admin Account, the Software and Services for your own benefit or the benefit of the entity in whose name you have opened the Admin Account and not on behalf of any other entity or person;
  
  
• Have performed and will perform all of your covenants, agreements, obligations or undertakings under this Preferred Partner Agreement and any and all agreements entered into pursuant to, or in connection with, the terms of this Preferred Partner Agreement; and such other conditions or prerequisites that AstraBit may impose from time to time in its sole and absolute discretion, including but not limited to any Third Party Payment Processor (“TPPP”) addendums;
  
  
• If you are acting on behalf of an entity, you represent that the entity is duly incorporated, duly organized and validly exists under the laws of its jurisdiction and has full power to conduct its business;
  
  
• Have obtained all consents, permissions, authorizations, approvals, and agreements of third parties and/or any regulatory authority or jurisdiction necessary for you or the entity to enter into this Preferred Partner Agreement and perform hereunder;
  
  
• Will adhere to and be bound by the AstraBit User Agreement ( https://astrabit.io/terms ), the Platform Rules and Code of Conduct as AstraBit may, from time to time in its sole discretion, put into effect by posting on the AstraBit Site; and
  
  
• Are not currently included on the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, nor are directly or indirectly owned or controlled by any person or entity who is located, organized, or resident in a country or territory that is, or whose government currently is, the target of countrywide sanctions imposed by any U.S. government sanctions authority, including the U.S. Treasury Department’s Office of Foreign Assets Control.

4.2.  Prohibited Conduct

You represent and warrant to AstraBit upon application and at all times you have access to an Admin Account that you will NOT do any of the following in connection with AstraBit or the Services:

• Breach this Preferred Partner Agreement, the AstraBit User Agreement, the AstraBit Privacy Policy, Platform Rules, Code of Conduct, any TPPP Addendum, AstraBit Intellectual Property and Confidentiality Addendum, or any agreement entered into pursuant to, or in connection with, the terms of this Preferred Partner Agreement;
  
  
• Use the Services in any manner related to or in furtherance of any illegal activity, including, but not limited to, money laundering, fraud, theft, gambling, or terrorist activities, or engage in potentially fraudulent or suspicious activity and/or transactions;
  
  
• Use the Services to provide investment advisory, brokerage, or other financial services to Users, Qualified Members, or any other third parties, including but not limited to investment vehicles, investment funds, or individual investment accounts;
  
  
• Securitize, fractionalize, or offer to third parties interests in your Admin Account or Linked Wallets;
  
  
• Use the Services if you are a citizen of or reside in any jurisdiction where any activities performed with AstraBit are prohibited or require a license, permit and/or authorization of any kind, which you or AstraBit has not obtained;
  
  
• Interfere with, disrupt, or inhibit other users from using AstraBit, including but not limited to taking any action that damages or overburdens the functioning of AstraBit or its infrastructure;
  
  
• Attempt to circumvent, damage, or alter the intended functioning of AstraBit;
  
  
• Violate AstraBit's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
  
  
• Remove any copyright or other proprietary notices from AstraBit;
  
  
• Upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar damaging software or programs;
  
  
• Act in a manner that is defamatory, trade libelous, threatening or harassing;
  
  
• Use any AstraBit-related communication channels in any way that violates the Code of Conduct, Platform Rules, applicable law, or that AstraBit determines in its sole and absolute discretion is unacceptable;
  
  
• Provide false, inaccurate or misleading information or refuse to cooperate in any investigation or provide confirmation of your identity or the accuracy of any information you provide to AstraBit;
  
  
• Receive or attempt to receive funds from both AstraBit and another User and/or Qualified Member for the same transaction during the course of a dispute;
  
  
• Deliberately conduct your business or use the Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties or other liability to AstraBit, other users, third parties or you;
  
  
• Use an anonymizing proxy;
  
  
• Use any robot, spider, other automatic device, or manual process to monitor or copy the AstraBit Site without our prior written permission;
  
  
• Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with the AstraBit Site, the Services, our network, systems, data and/or any third party tool that AstraBit may use in providing Services;
  
  
• Take any action that may cause us to lose any of the services from our internet service providers, or other suppliers; or
  
  
• Obtain or attempt to obtain unauthorized access to the Services or to our servers, systems, network, data and/or any third party tool that AstraBit may use in providing the Services or to any other user’s account or Linked Wallet.

4.3.  Further Acknowledgements 

You acknowledge that: (a) you make all of your representations and warranties for the purpose of inducing AstraBit to grant you an Admin Account and access to the Software and Services; (b) you understand that AstraBit will rely upon your representations and warranties; (c) AstraBit shall have the right to terminate, suspend or restrict your access to your Admin Account(s) without recourse, as well as take any other action as we deem necessary, in the event that you are not, or are no longer, eligible to have and Admin Account or to use the Services.

Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Admin Account(s), or any other action taken by any of the Indemnified Persons in connection with your ineligibility to use the Services.

YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THE BREACH OR INVALIDITY OF ANY OF YOUR REPRESENTATIONS OR WARRANTIES.

4.4.  No Warranties 

AstraBit SERVICES ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT.

• We do not make any representations or warranties that access to the AstraBit Site, any of your Admin Account(s) or the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free.
  
  
• We will make reasonable efforts to ensure that your Custom Strategy and Instructions provided to AstraBit by you are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete Transaction processing which is dependent upon many factors outside of our control.
  
  
• You acknowledge and agree that we enable Users to select Custom Strategies, but we make no representations or warranties regarding the compatibility of such Custom Strategies with our Services.
  
  

• Fee Schedule . You shall maintain a full list of your fees currently in effect for your Custom Strategy and you agree that these shall be clearly published on the AstraBit Site. .
  
  
• You agree that any membership and/or subscription fee paid by a user or Qualified Member for your Custom Strategy and any other fees in connection with payment for your Custom Strategy, such as taxes and possible administrative or transaction fees, will be charged to the Qualified Member’s Payment Method (“Payment Method”) in accordance with Section 2 of the AstraBit User Agreement.
  
  
• You unconditionally agree that users and Qualified Members are subject to Section 2 of the AstraBit User Agreement and that AstraBit shall collect and receive payment for your Custom Strategy in accordance therewith.
  
  
• To the extent that you interact with Qualified Members during any phase of the payment process, AstraBit will prominently and unequivocally inform the Qualified Member of the identity of the Preferred Partner at all points of interaction so that the Qualified Member readily can distinguish the Preferred Partner from any other party. Further, you acknowledge and agree that AstraBit must ensure that all users and Qualified Members understand who is responsible for the Payment Method, including delivery of the products (whether physical or digital) or provision of the services that are the subject of the Qualified Member’s Payment Method, and for customer service and dispute resolution, all in accordance with the terms of the AstraBit User Agreement.
  
  

5.1. Payment & Preferred Partner Obligations  

• You agree to comply with AstraBit’s Third Party Payment Processor operating rules (“Operating Rules”), including the Operating Rules applicable to the Visa PSP and MasterCard Payment Facilitator programs and all applicable local, state, and federal laws, rules, and regulations. The Operating Rules are available on websites, such as https://www.usa.visa.com/merchants and https://www.mastercardmerchant.com as updated from time to time. Further, you acknowledge receipt and review of the Bank Card Merchant Rules and Regulations (the “ Rules Summary ”), as amended from time to time, which are incorporated into this Agreement by reference.
  
  
• Deposit AccountPreferred Partner shall establish a demand deposit account at a financial institution through which fees, charges and credits due in accordance with this Agreement may be processed (“Operating Account”). The Operating Account shall be at a financial institution of Preferred Partner’s choice and must be established and in good standing prior to AstraBit depositing any payment.
  
  
• Payments to Preferred Partner.Preferred Partner authorizes AstraBit to make deposits into the Operating Account. AstraBit will have no signatory or ownership rights in the Operating Account and will have no right to negotiate or assert ownership rights in deposited funds. Payments shall be made to Operating Account by ACH Transaction on the 1st and 15th business day of each month. Preferred Partner shall be responsible for all Bank charges and Preferred Partner shall designate employees authorized to make changes to the Operating Account.
  
  
• Changes to Operating Account.Any changes proposed to the Operating Account shall be submitted in writing to AstraBit and must be approved in writing by AstraBit. Should Preferred Partner modify these terms without following the aforementioned process, Preferred Partner indemnifies and holds AstraBit and the Indemnified Persons harmless for any administration and ACH activity initiated by AstraBit or its employees. If required by AstraBit, or any other financial institution where the Operating Account is maintained, Preferred Partner agrees to sign any other additional documents to authorize the deposits, including without limitation, ACH Transactions. Preferred Partner waives any claims for loss or damage arising out of any charges or debits to the Operating Account against any other designated financial institution where the account is maintained.
  
  

5.2.  Fees  

• Preferred Partner agrees to pay any and all fees, including, but not limited to processing fees, Interchange fees, Chargeback/Inquiry Fees etc. that may be levied by AstraBit’s TPPP for processing Payments made by Users and Qualified Members for your Custom Strategy. Preferred Partner also agrees to pay, as applicable, the amount of any fees, charges, or penalties assessed against AstraBit by any TPPP, Issuer, Bank, NACHA, or any other third party, for AstraBit accepting payments in accordance with this Agreement.
  
  
• PCI Compliance. AstraBit agrees that we shall comply with the Associations’ operating rules (“ Operating Rules ”), including the Operating Rules applicable to the Visa PSP and MasterCard Payment Facilitator programs and all applicable local, state, and federal laws, rules, and regulations (“Applicable Laws”). The Operating Rules are available on websites, such as https://www.usa.visa.com/merchants and https://www.mastercardmerchant.com as updated from time to time. Further, AstraBit acknowledges receipt and review of the Bank Card Merchant Rules and Regulations (the “Rules Summary ”), as amended from time to time, which are incorporated into this Agreement by reference. AstraBit agrees to fully comply with, all of the terms and obligations in the then current Rules Summary, as changed or updated by TPPP from time to time. AstraBit further agrees that it will fully comply, with any and all confidentiality and security requirements of the USA Patriot Act (or similar law, rule or regulation), the Associations, including but not limited to Payment Card Industry Data Security Standard (“PCI”), the Visa Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations. Should any Operation Rules(s) not be publicly available or otherwise made available to Preferred Partner, such unavailability shall not alter or limit AstraBit’s obligation to comply with the Operating Rules.
  
  
• You expressly acknowledge and agree that AstraBit is assuming the risk of compliance with all provisions of the Operating Rules. Both MasterCard and VISA make excerpts of their respective Operating Rules available on their 2 internet sites. Preferred Partner agrees that you will not take any action that could interfere with or prevent AstraBit from properly fulfilling its obligations under the terms of its agreement with TPPP or the exercise of any right by the Associations.
  
  
• Set-Off Rights. To the extent permitted by law, we may set off against the proceeds for any obligation you owe us under any agreement with AstraBit’s TPPP for Chargebacks or Refunds that you authorize to Qualified Members for your Custom Strategy. If you owe us an amount that exceeds your cumulative incoming proceeds, you unconditionally agree to reimburse AstraBit from the Operating Account. Your failure to fully pay amounts that you owe us on demand will be a breach of these terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including attorneys’ fees and expenses, collection agency fees, and any applicable interest.
  
  

5.3.  AstraBit Obligations and Requirements 

• AstraBit agrees to accept payment from Users and Qualified Members for the Custom Strategy in accordance with the AstraBit User Agreement, as amended from time to time by AstraBit in AstraBit’s sole and absolute discretion.
  
  
• Proceeds to Preferred Partner  AstraBit shall deliver payment to Preferred Partner by a credit to the Operating Account equal to the reconciled summary of Preferred Partner’s total summary Payment Transactions since the previous credit. This credit will be net of following charges:
  • 1.The sum of all Qualified Member charges denied, refused or charged back;
  • 2.All refunds processed on account of Qualified Members during said time period
  • 3.All taxes, penalties, charges and other items incurred by AstraBit that are reimbursable pursuant to this Agreement; and
  • 4.TPPP Fees, including but not limited to an amount equal to a specified percentage of the total cash price of each draft (“ Merchant Discount Rate ”), a specified amount per Payment Card Processing Transaction (“ TPPP Transaction Fee ”), any processing fees collected from Qualified Member and additional fees such as interchange fees, etc. and any other fees identified as may be charged by TPPP.
  
  
  
• Preferred Partner Statement  AstraBit shall make available a statement of all gross proceeds, charges and credits to the Operating Account or similar information (“ Preferred Partner Statement ”) on no less than a monthly basis. All information appearing on the Preferred Partner Statement shall be deemed accurate and affirmed by Preferred Partner unless Preferred Partner objects by written notice specifying the particular item in dispute within twenty (20) days after the date the Preferred Partner Statement became available to Preferred Partner. Delivery of the Preferred Partner Statement may be in written or electronic form or provided via the Admin Account as determined by AstraBit in its sole discretion.

5.4.  Refunds and Chargebacks 

• Refunds Preferred Partner acknowledges and agrees to be bound by AstraBit’s Refund policy as outlined in the Section 2 of the AstraBit User Agreement.
  
  
• In accordance with paragraph 2.4 of the AstraBit User Agreement, Preferred Partner may only refund a Qualified Member for the Custom Strategy with express written authorization from AstraBit. If any refund amount exceeds your cumulative incoming proceeds, you unconditionally agree to reimburse AstraBit for any refund amount.
• Chargebacks  Preferred Partner acknowledges and agrees that AstraBit is not in any way financially responsible for Refunds and/or Chargebacks for the Custom Strategy. AstraBit shall be authorized to chargeback to Preferred Partner any Payment Method as specified throughout this Agreement and for reasons including, but not limited to, the following;
  • 1.No specific prior authorization for the Payment Method was obtained
  • 2.The Payment Method otherwise violates the terms of this Agreement, the AstraBit User Agreement, or any other Association or Issuer bylaw, rule, regulation, policy or guideline;
  • 3.Any representation or warranty made by Preferred Partner in connection with the Payment Method is false or inaccurate in any respect;
  • 4.The Payment Method was based on a preauthorization form and the Payment Method which the Authorization was based has been canceled;
  • 5.The Payment Method was cancelled prior to, or at the time of, the Billing Cycle (“ Billing Cycle ”) or Automatic Renewal (“ Automatic Renewal ”) as stipulated in section 2 of the AstraBit User Agreement;
  • 6.The Payment Method expired prior to the date of the Billing Cycle or Automatic Renewal, or the date of Billing Cycle or Automatic Renewal was prior to the validation date, if any, indicated on the Payment Method;
  • 7.The information required for documenting Payment Method was not properly submitted to AstraBit or TPPP;
  • 8.AstraBit, TPPP or Issuer has received a complaint from or on behalf of a User or Qualified Member stating that there is an unresolved dispute or defense to a charge (whether or not valid) between Preferred Partner and Qualified Member;
  • 9.The Qualified Member makes a written complaint to AstraBit, TPPP or Issuer that Qualified Member did not make or authorize the Payment Method;
  • 10.A setoff or counterclaim of any kind exists in favor of any Qualified Member against Preferred Partner that may be asserted in defense of an action to enforce payment against the Qualified Member;
  • 11.A Payment Method is charged back by an Issuer.
  
  
  
• In any case, including those defined above, AstraBit shall not be obligated to accept a Payment Method for credit to the Operating Account.
  
  
• If AstraBit has credited the Operating Account for such Billing Cycle or Automatic Renewal, Preferred Partner does unconditionally agree that AstraBit shall have the right but not the obligation to recover the amount from your cumulative incoming proceeds. If any Chargeback amount exceeds your cumulative incoming proceeds, you unconditionally agree to reimburse AstraBit for any Chargeback amount.
  
  
• Preferred Partner agrees that AstraBit, without prior notice to Preferred Partner, may:
  • Recoup the amount of the payment by AstraBit to Preferred Partner by adjustment of the credits due to Preferred Partner; or
  • Set off the amount of the payment by AstraBit to Preferred Partner against any account or property AstraBit holds for or on behalf of Preferred Partner.
  
  
  

5.5.  Preferred Partner Obligations and Requirements 

• Adjustments, Discounts and Refunds. Preferred Partner will maintain a fair refund policy in accordance with AstraBit’s User Agreement and make adjustments with respect to Custom Strategies sold or leased to Qualified Members whenever appropriate. All adjustments, including but not limited to refunds and discounts, must be made in accordance with AstraBit’s User Agreement. In the event that payment for Custom Strategy is discounted, written off, or cancelled, or any price is adjusted on a Billing Cycle or Automatic Renewal, you agree to inform AstraBit in writing and instruct AstraBit to issue a credit to the Qualified Member, either electronically or by paper, for the amount of the adjustment as a deduction from the total amount of your sales drafts transmitted that day or from any future credit to your Operating Account.
  
  
• AstraBit reserves the right to deny any written request by you for any adjustment.
  
  
• In the event the amount of any credit or refund to Qualified Member exceeds the amount of sales draft transactions, you unconditionally agree that AstraBit shall have the right but not the obligation to recover the amount from your cumulative incoming proceeds. If any Adjustment amount exceeds your cumulative incoming proceeds, AstraBit shall have the right to deny the adjustment or delay the adjustment until such times as you reimburse AstraBit for any excess amount.
  
  
• Preferred Partner shall make no representations to any User or Qualified Member that said member may receive cash-back or cash refunds on any Payment Method.
  
  
• Preferred Partner agrees that TPPP has the right to charge reasonable fees and reimbursement, in addition to any applicable Association fees or charges, on account of excessive Qualified Member inquiries, refunds, or Chargebacks. Preferred Partner agrees to maintain the following information in writing with respect to each claim or defense asserted by a Qualified Member for which AstraBit and/or Preferred Partner has received notice:
  • 1.The Qualified Member’s name
  • 2.A unique confirmation number, transaction sequence number, or other identifier that you can use to reference the transaction in subsequent communications with AstraBit and AstraBit’s TPPP;
  • 3.The date and time the Qualified Member asserted the claim or defense;
  • 4.The nature of the claim or defense; and
  • 5.The action that Preferred Partner took in an attempt to resolve the dispute.
  
  
  
• Upon request, Preferred Partner shall furnish AstraBit and AstraBit’s TPPP with this information in writing within ten (10) days.
  
  

5.6.  Taxes 

• It is your responsibility to determine what, if any, Taxes apply to the payments you make or receive from AstraBit in connection with Custom Strategy, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. AstraBit is not responsible for determining whether any Taxes apply to you, or for collecting, reporting or remitting any Taxes arising from you and AstraBit doing business.
  
  
• Please be advised that you may be subject to withholding taxes or other tax liabilities with respect to importing services from a foreign entity. In addition, you may be subject to goods and services tax (or its equivalent), sales tax, income tax, duties, or other tax liabilities as a seller of goods or services. It is your responsibility to check with your local tax advisor to determine which Taxes apply to you, and it is your responsibility to pay such Taxes to the appropriate tax authority. AstraBit does not provide any tax advice.
  
  
• AstraBit generally does not report Preferred Partner income information to any taxing authority. However, you authorize AstraBit to provide to any taxing authority any information it reasonably believes it is required by applicable law to report or produce, including if we are compelled to do so through legal process.
  
  
• All fees and payments relating to your Custom Strategy or to AstraBit’s Services are made free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. Any such deduction or withholding, if required by the laws of any country or taxation authority are your sole responsibility.
  
  

6.1.  Preferred Partner Instructions You are solely responsible for accurately entering any Instruction, including but not limited to all the necessary information in order to enable AstraBit to carry out any Instruction to distribute and execute your Custom Strategy to Qualified Members via the Software. Any Instructions are made at your discretion. AstraBit does not assess or monitor compatibility, performance or any other functioning aspects of any Custom Strategy. Preferred Partner retains full discretion and ability to modify their Custom Strategy.

6.2.  No Verification. AstraBit is not obliged to verify the accuracy, completeness or authenticity of any such information or Instruction, or the identity, authority, or authenticity of any person giving any Instruction, or monitoring or processing Instructions, or refusing to process duplicate Instructions.

6.3.  Irrevocable. Your Instructions shall be irrevocable and unconditional and shall be binding on you and any Qualified Member, and such Instructions may be acted or relied upon by us irrespective of any other circumstances. Once you give any Instruction, you have no right to rescind or withdraw such Instruction without our written consent. Your Instruction shall not be considered to be received by AstraBit unless and until it has been received by AstraBit’s server.

6.4.  Binding. AstraBit's records of all Instructions shall be conclusive and binding on you for all purposes. AstraBit shall provide you with a record of Instructions received by us and said record may be accessed via your Admin Account.

6.5.  Manual Trading. AstraBit shall provide you, via your Admin Account, with full discretion and ability to engage in Manual Transactions for and on behalf of Qualified Members, such as through instructions given by you directly to AstraBit and a Digital Asset Exchange and to the Qualified Member’s AstraBit Bot. However, when you engage in Manual Transactions where Qualified Members also have given a Bot Instructions by enabling your Custom Strategy, the Manual Transactions may be in conflict with the Qualified Member’s Bot Instructions, cause excess transactions, or otherwise result in significant errors, malfunctions, and losses.

6.6.  ASTRABIT DISCRETION. You acknowledge and agree that AstraBit may, in its sole and absolute discretion for any reason or no reason whatsoever, refuse to act upon or defer acting on the Custom Strategy and/or any Instruction, or seek further information with respect to the Custom Strategy and/or any Instruction. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any Qualified Member or other person or entity, arising from or in connection with any of the Indemnified Persons' refusal or delay in acting upon any Instruction or the Custom Strategy.

6.7.  Notification of Instructions and Transaction. AstraBit may provide notification to you upon receipt of any Instruction from you. You are responsible to ensure that the details in any such notification transmitted to you are in accordance with your Instruction. Completion notification that an Instruction and/or a Transaction has been effected by AstraBit may be provided to you via electronic communications or directly on the Website in your Admin Account. Any such completion notification transmitted to you shall be deemed to have been received by you immediately after transmission. You are required to contact us if you do not receive any completion notification within the time usually required for a similar notification to be received. It is your sole responsibility to notify AstraBit if you do not receive our notices or communications.

6.8. Authorization to Effectuate Transaction.You hereby authorize AstraBit to communicate your Custom Strategy and/or any Instructions to the AstraBit Bots of any and all Qualified Members to effectuate Transactions in the Qualified Member’s Linked Wallet and to provide settlement information to the Digital Asset Exchange or other third parties for the purposes of crediting or debiting the Qualified Member’s Linked Wallet in accordance with your Custom Strategy and/or Instruction. We reserve the right not to (but have no obligation not to) effectuate your Custom Strategy and/or any Instructions if you have breached any term of this Agreement or any other agreement with AstraBit, including but not limited to the AstraBit User Agreement.

6.9.  Unauthorized Transactions.You are solely responsible for the control and use of your Admin Account(s) and any Custom Strategy(ies) and Bots associated therewith. Any Instruction sent from your Admin Account is deemed to be authorized and is binding on you. We are not obliged to verify the identity or authority of any person(s) using your Admin Account(s) and we shall be at liberty to accept and place full reliance on any Instruction sent from your Admin Account. If you notice any unauthorized or suspicious activity in your Admin Account, you must notify us immediately.

6.10.  Retention of Transaction Information.To facilitate compliance with global industry standards for data retention, you agree to be bound by AstraBit’s privacy policy as well as to permit us (but agree to not require us) to keep a record of all Instructions and Transaction information for the lifetime of your Admin Account(s) plus 6 years beyond the termination of your Admin Account(s).

6.11.  Right to Audit.Without notice and at any time, and for any reason during the term of this Agreement AstraBit may, in our sole and absolute discretion, perform an audit of your Admin Account(s) and Transaction history, procedures and records including accessing your Custom Strategy and/or Transaction history, your APIs and any URLs to ensure compliance with this Agreement.

You and AstraBit agree that the following provisions shall apply to any dispute or claim that may arise out of or relate to this User Agreement or Services, including, without limitation, federal and state claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory.

7.1.  Complaints.

In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint, and any other information you believe to be relevant, in the manner described on our user support webpage. AstraBit will then open a support ticket and a complaints officer ("Complaint Officer ") will consider your complaint. The Complaint Officer will consider your complaint based on the information you have provided and any information that we have based on our records. Within thirty (30) Business Days of our receipt of your complaint, the Complaint Officer will endeavor to reasonably address points raised in your complaint. The Complaint Officer may: (i) offer to resolve your complaint in the way you have requested; (ii) reject your complaint; or (iii) offer to resolve your complaint with an alternative proposal or solution. In exceptional circumstances, if the Complaint Officer is unable to respond to your complaint within thirty (30) Business Days, the Complaint Officer will endeavor to send you a holding response specifying the date by which the Complaint Officer expects to be able to respond to your complaint. AstraBit reserves the right not to respond to complaints that it reasonably concludes are harassing, inappropriate, fraudulent, or otherwise not brought for a legitimate purpose. Any offer of resolution made by AstraBit will only become binding upon your acceptance. No offer of resolution shall constitute an admission of wrongdoing or liability by us.

7.2.  Notice of Claim.

If after completing the Complaint process you elect to pursue any claim against AstraBit, you must first send to AstraBit, by certified mail, a written Notice of your claim ("Notice"). The Notice to AstraBit must be addressed to: General Counsel, CPT Capital, LLC, C/O Registered Office Service Company, 614 N. Dupont Hwy, Suite 210, Dover, DE 19901 (" Notice Address "). If AstraBit wishes to pursue a claim against you, it must send a written Notice to the email address used for your Admin Account. A Notice, whether sent by you or by AstraBit, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (" Demand "). If AstraBit and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or AstraBit may commence an arbitration proceeding or other action if applicable law prohibits enforcement of this arbitration requirement.

7.3.  Arbitration.

If we cannot resolve the dispute informally, you and AstraBit agree that any dispute or claim shall be resolved through binding arbitration. Arbitration shall be conducted in New York City, New York (USA), before a single arbitrator, in accordance with the American Arbitration Association's rules for arbitration of commercial disputes. This arbitration provision includes, without limitation, disputes arising out of or related to the interpretation or application of this arbitration clause. The arbitration will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.

7.4.  Governing Law and Jurisdiction.

This Preferred Partner Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy of the State of Delaware. Judgement upon any arbitration award may be entered, and any action not subject to arbitration under applicable law shall be brought, in any state or Federal Court in Kent County, Delaware having jurisdiction thereover.

7.5.  Class Action Waiver.

ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT COLLECTIVELY WITH ANY OTHER PLAINTIFF OR PUTATIVE CLASS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION.

7.6.  Jury Trial Waiver.

YOU AND AstraBit EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

8.1.  Indemnification.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless AstraBit, AstraBit’s Members, shareholders, joint venture parties, affiliates and related corporations and entities, and the officers, directors, employees, representatives, agents, suppliers and service providers of each of the foregoing (collectively, the "Indemnified Persons ") from and against any and all losses, liabilities, costs, claims, charges, actions, demands and expenses (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) (collectively, “ Losses”) which the Indemnified Persons may incur, suffer or which may be made against them resulting from or by reason of (i) your Custom Strategy, (ii) your use, misuse, or inability to access or use the Services, (iii) your breach of this Preferred Partner Agreement (including all documents incorporated by reference) or any agreement entered into pursuant to or in connection with the Services; (iv) any breach or violation by you of any law, rule or regulation, or the rights of any third parties, and/or (v) any act, omission, negligence, breach, offence or default committed or attributable to you.

8.2.  Limitations of Liability.

IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO AstraBit, THE SERVICES, OR ADMIN ACCOUNT(S), INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM PREFERRED PARTNER, CUSTOM STRATEGY OR AstraBit, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO AstraBit’S, TECHNOLOGY, RECORDS, OR PROPERTY.

• Damages Limitation. Our liability, and the collective liability of the Indemnified Persons, to you or any third parties in any circumstance is limited to the lesser of (a) actual amount of loss or damage which is caused directly and is reasonably foreseeable by our breach of this Preferred Partner Agreement, or (b) USD $1,000. You acknowledge and accept that damages are an adequate remedy and that you shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.
  
  
• Losses Caused by Third Parties. You acknowledge that AstraBit has no responsibility for any Linked Wallet, Digital Asset Exchange, Digital Asset, or other third party service, hardware, or product, and any losses associated with the actions or inactions of any third party.
  
  
• Losses From Manual Transactions. You acknowledge that if you engage in Manual Transactions and also give AstraBit Instructions with respect to the Custom Strategy, you may cause unintended consequences for Qualified Members. You expressly agree that you will have no claim against AstraBit, and AstraBit and the Indemnified Persons shall have no liability for any losses whatsoever that arise from your execution of any Manual Transaction. You fully indemnify and hold harmless the Indemnified Persons from and against any Losses that may arise from the execution of a Manual Transaction by you which causes Qualified Member Account(s) and/or Bot(s) to malfunction, interruptions in the Services and/or your Custom Strategy to otherwise not transact or execute as Instructed. You understand in such an instance, the risk of loss may be substantial and losses may occur over a short period of time.
  
  
• Termination of Your Account. In the Event that AstraBit exercises its right to terminate, suspend, restrict or modify your Admin Account or Services pursuant to this Preferred Partner Agreement, you waive any and all claims and rights for direct or indirect losses or damages.
  
  
• Force Majeure. AstraBit is not liable for breach of this Preferred Partner Agreement or any agreement entered into pursuant to, or in connection with, the Services where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which were not reasonably avoidable despite all efforts to the contrary, nor are we liable where the breach is due to any action or inaction which is necessary or desirable in order to comply with any laws, rules or regulations.
  
  
• Security of User Devices. AstraBit is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. AstraBit’s user support will never ask to screen share or otherwise seek to access your computer or Admin Account(s); similarly, we will not ask for your 2FA codes. Always log into your Admin Account(s) through the AstraBit Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
  
  

You agree to and consent to the collection, use, disclosure, and processing of personal data you provide to us and your personal data in accordance with Section 9 of AstraBit’s User Agreement and also AstraBit’s Privacy Policy https://astrabit.io/privacy

You acknowledge and agree that you have read, understand and unconditionally agree to section 10 of the AstraBit User Agreement.

• Non-Disclosure Agreement. You further acknowledge and agree that if you have executed a separate Non-Disclosure Agreement (“NDA”) with AstraBit, said NDA is attached hereto and made a part hereof. In the event of any inconsistency or ambiguity between this Preferred Partner Agreement and the NDA, the NDA shall control.

11.1.  Website Accuracy.

Although we intend to provide accurate and timely information on the AstraBit Site, the Site (including, without limitation, all content, materials and information on the Site or referred to in the Site) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, agreements, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website are your sole responsibility and we shall have no liability for any such decisions.

• Links to your website(s) (including, without limitation, content, materials and/or information in your website(s)) may be added by you as a convenience but you agree they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in your website(s) and/or any third-party websites accessible or linked from the AstraBit Site.

11.2. Export Controls & Sanctions.

Your use of the Services and AstraBit may be subject to international export controls and economic sanctions requirements. By accessing your Admin Account, the AstraBit Site or any Services, you agree that you will fully comply with any and all such requirements. You are not permitted to transact in Digital Assets or use any of the Services if (a) we are prohibited from providing Services to you under any applicable laws and regulations, including but not limited to the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the U.S. Department of Treasury (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto (" Sanctions Laws") as amended, supplemented or replaced from time to time; or (b) you intend to transact or deal with any person in breach of any of the Sanctions Laws.

11.3. Contact Information

You are responsible for keeping your email address and other contact information up to date in your Admin Account profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Breach) from time to time

11.4. Amendments.

We shall have sole and absolute right to amend, supplement and/or replace the terms and conditions of this Preferred Partner Agreement, the AstraBit User Agreement, Intellectual Property and Confidentiality Addendum, the Privacy Policy as well as any document referenced in this Preferred Partner Agreement or effected by AstraBit in connection with the Services as posted on the AstraBit Site. By continuing to maintain your Admin Account(s), accessing the AstraBit Site, or using the Services after the effective date of such amendment, modification, supplementation or replacement, you agree that it shall be binding upon you.

11.5. Clause Headings.

Clause headings in this Preferred Partner Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Preferred Partner Agreement.

11.6. Transfer.

This Preferred Partner Agreement (including any documents, materials or information incorporated by reference herein) is personal to you and you are not permitted to novate, transfer or assign your rights, interests, liabilities and/or obligations to anyone else without our prior written consent. However, you hereby acknowledge and agree that we shall have sole and absolute discretion to novate, transfer or assign this Preferred Partner Agreement (including any documents, materials or information incorporated by reference herein) or any of our rights, interests, liabilities and/or obligations at any time to anyone else, including, without limitation, in connection with any merger, acquisition or other corporate reorganization involving AstraBit.

11.7. No Partnership or Agency.

The parties agree that this agreement shall in no way constitute or establish a partnership, employment or joint venture agreement, nor constitute any party the agent of the other, nor in any way alter, modify, abrogate or in any other way the law of the State of Delaware defining the parties as independent contractors.

11.8. Invalidity and Severability.

If any provision of this Preferred Partner Agreement, the AstraBit User Agreement, the Privacy Policy, Intellectual Property and Confidentiality Addendum or any other documents, materials or information incorporated by reference in this User Agreement is or becomes illegal, invalid or unenforceable in any respect, the same shall not affect the legality, validity or enforceability of any other provisions or agreements.

11.9. Enforcement of Our Rights.

AstraBit's rights and remedies under this Preferred Partner Agreement are cumulative and not exclusive of any rights or remedies provided by law or by any other agreement. Any failure or delay on the part of AstraBit to exercise any right or remedy under this Agreement shall not operate as a waiver of such right or remedy. Any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.

11.10. Third-Party Rights.

Nothing expressed or referred to in this Preferred Partner Agreement will be construed to give any person other than the parties to this Preferred Party Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Preferred Partner Agreement and all of its provisions are for the sole and exclusive benefit of the parties to this Preferred Partner Agreement and their successors and permitted assigns.

11.11.  Survival.

All provisions of this Preferred Partner Agreement which by their nature extend beyond the expiration or termination of this Preferred Partner Agreement, including, without limitation, the clauses relating to Fees and Billing, Dispute Resolution, Indemnification and Limitation of Liability, Privacy, Confidentiality and Intellectual Property, General Terms and Conditions, and Definitions will continue to be binding and operate after the termination or expiration of this Preferred Partner Agreement.

11.12. Entire Agreement.

This Preferred Partner Agreement (including any documents, materials or information incorporated by reference herein or published on the AstraBit Site) sets forth the entire understanding between you and AstraBit with respect to the Services.

In addition to definitions set forth in this User Agreement, the following words and expressions shall have the following meanings:

"ACH" means the Automated Clearing House

"ACH Network" means the funds transfer system (network) providing for the inter-financial institution clearing of electronic entries for participating financial institutions.

"ACH Transaction" means the acceptance of a check, whether in electronic or paper form, or routing and account information, via the ACH Network, associated with Preferred Partner’s bank account for payment for Custom Strategy provided to Qualified Members by Preferred Partner and for which AstraBit has received payment from Qualified Member.

"Admin Account" means a subscription and/or account of the Preferred Partner opened and maintained with AstraBit for purposes of procuring any Services, as well as marketing and/or using the Software as a platform to distribute the Preferred Partner’s own Custom Strategy and/or information to Users who have subscribed to their Custom Strategy, feed or distribution list.

"API" means application programming interface.

"Associations" means Visa U.S.A., Inc. (“Visa”), MasterCard Worldwide (“MasterCard”), DFS Services LLC (“Discover Network”), American Express, PayPal, JCB, Discover, Diners Club.

“AstraBit APIs” means the APIs made available by AstraBit to you as a service, including without limitation such APIs that facilitate your access to the Services, and any services, functions and features made available through such APIs by or on behalf of AstraBit.

“AstraBit Platform” means AstraBit’s infrastructure through which it provides its software as a service to Users.

“AstraBit Signals” means the APIs made available by AstraBit to you as a service, including without limitation such APIs that facilitate your access to the Services, and any services, functions and features made available through such APIs by or on behalf of AstraBit.

"AstraBit Platform" means AstraBit’s infrastructure through which it provides its software as a service to you and to Users.

“AstraBit Site” means AstraBit’s website at https://www.AstraBit.io.

"AstraBit User Agreement" means the terms of use at https://astrabit.io/terms

“Bot”a device or piece of software that can auto-execute (with little or no human intervention) commands, reply to messages, or perform routine tasks, including but not limited to online searches and Instructions to cause your preferred Digital Asset Exchange to execute Transactions for which you, in your sole and absolute discretion, establish the parameters and conditions under which it operate.

"Business Day" means all days excluding Saturdays, Sundays and any bank holiday in the State of Delaware.

"Corporate Account" means an account in the name of a corporation, legal person, entity or other organization.

"Corporate Account Users" means a corporation, legal person, entity or other organization for whom AstraBit is maintaining or continuing to maintain one or more Corporate Account(s) for the provision of the Services.

“Custom Strategy” means any strategy that you may design to provide Instructions to a Qualified Member’s Bot in accordance with this Agreement and the AstraBit User Agreement, which shall engage in Transactions to buy or sell a Digital Asset. You retain full and absolute discretion of the strategy you design and distribute to Qualified Members who have subscribed to your Custom Strategy.

“Digital Asset" means any digital asset (also known as a "Cryptocurrency" or "virtual currency") approved by AstraBit with respect to the Services, including but not limited to bitcoin and ether, which is issued, stored and/or transferred based on the protocol of a computer network known as a blockchain or a public transaction ledger.

“Digital Asset Exchange” means any third party exchange that engages in trading of Digital Assets and is approved by AstraBit with respect to the Services.

"Instruction" means any request, order, parameter, limit or other type of direction given by you to AstraBit (whether through the AstraBit Services, APIs or otherwise) in relation to the operation of any Custom Strategy, Account or to execute any Transaction, through such medium and in such form and manner as AstraBit may require, and includes any request, or order to revoke, ignore or vary any previous Instruction in respect of any Account, Bot and/or Transaction. Instructions include the foregoing with respect to Custom Strategies. Instruction does not include any action with respect to Manual Transactions.

“Payment Method” means any method of payment for the Custom strategy and/or the Services, authorized by a User or Qualified Member, in accordance with Section 2 of the AstraBit User Agreement.

"Platform Rules" means the AstraBit Platform Rules, as reflected on our website, as amended, supplemented or replaced from time to time.

"Privacy Policy" means AstraBit's privacy policy, as amended, supplemented or replaced from time to time.

"Qualified Members"means a User who has paid for, subscribed to and/or in any other way elected to follow and receive a Preferred Partner’s Custom Strategy through the AstraBit Site thereby giving Instructions to User’s Bot to engage in Transactions that mimic, copy and/or follow the Custom Strategy on User’s behalf with respect to User’s Linked Account.

“Restricted States” mean any nation, state, territory and/or region that bans, prohibits and/or in anyway restricts its residents from transacting in Digital Assets including but not limited to the states identified on the AstraBit Website. The list of Restricted States is subject to change at any time. If AstraBit becomes aware that a new state becomes a Restricted State, AstraBit will provide Users residing in that state with notice via email, a notification on AstraBit's site, or other means deemed necessary regarding their access to the Services.

"Services" means the Software, the AstraBit APIs and any of the services described in Section 1 including but not limited to the AstraBit Signals and your Custom Strategy.

"SMS" means short message services.

"Tax" or "Taxes" means all taxes, duties, levies, charges, imposts and withholdings chargeable by, or payable to, any national, federal, state or municipal taxation or customs/excise authority (including any penalty, fee, or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Transaction" means any sale, purchase or other transaction in such Digital Asset(s) or such other asset(s) or product(s) as AstraBit may from time to time cause a Digital Asset Exchange to execute under your Instruction.

"U.S." means the United States of America.

"USD" means the lawful currency of the United States of America.

"User" means any individual, corporation, legal person, entity or other organization for whom AstraBit is maintaining or continuing to maintain one or more Account(s) for the provision of the Services, including you.

"2FA" means two-factor authentication.