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Affiliate Programme

Terms and code of conduct for the Spike Affiliate Programme

These Affiliate Terms (the “Terms”) form a legal agreement between Andromeda Bridge Corporation Limited (operating as “Spike”) and any person or entity that is admitted to the Spike Affiliate Programme (the “Affiliate”).

The Affiliate Programme is the commercial arrangement under which Affiliates may make Introductions to the Spike App or the Spike Platform and may earn Affiliate Compensation in respect of qualifying activity. Affiliate Compensation is one of the three monetisation pillars of Spike, alongside Service Fees and Access Fees, and is wholly distinct from them.

The Affiliate is not, and shall not represent itself as, an agent, representative, or delegate of Spike.

By registering for the Affiliate Programme, accessing or using the Affiliate dashboard, or accepting these Terms, the Affiliate agrees to be bound by these Terms, the Affiliate Code of Conduct, the Affiliate Schedule (which records the commercial parameters), and any other documentation issued by Spike from time to time (collectively, the “Affiliate Documentation”).

To participate in the Affiliate Programme the Affiliate must:

  1. be at least 18 years old (where a natural person) or be a legal entity in good standing (where an entity);
  2. have legal capacity to enter into binding contracts;
  3. not be a Sanctioned Person and not be located in or organised under the laws of a Prohibited Jurisdiction;
  4. not be a competitor of Spike, except as expressly accepted by Spike in writing;
  5. provide accurate registration information and keep it up to date; and
  6. comply with all applicable laws, including financial-promotions, advertising, consumer-protection, data-protection, and tax laws.

Defined terms used in these Terms have the meaning given in the Master Definitions Schedule, which is incorporated by reference. In particular, “Introduction”, “Introducer”, “Affiliate Programme”, and “Affiliate Compensation” have the meanings given there.

As a fundamental term:

  1. the Affiliate is an independent contractor and not an agent, employee, partner, joint venturer, or representative of Spike;
  2. the Affiliate has no authority to bind Spike or to create any obligation, contract, or representation on Spike’s behalf;
  3. the Affiliate shall not hold itself out as having such authority;
  4. the Affiliate shall not provide regulated financial services on Spike’s behalf, including any service that would constitute the giving of investment advice, investment recommendations, regulated payment services, or crypto-asset services under applicable law; and
  5. the Affiliate is solely responsible for its own conduct, content, and compliance, including with applicable financial-promotions law.

The Affiliate may promote the Spike App and the Spike Platform in accordance with the Affiliate Code of Conduct, including by displaying approved creative materials, generating tracked links, and including approved messaging on its website, app, social media, email, or other channels.

Spike makes available a set of approved creative materials, copy, and disclosures. The Affiliate shall use only those materials, or shall obtain Spike’s prior written approval before using bespoke materials. The Affiliate shall keep its materials current and shall withdraw or replace materials promptly when Spike notifies it that materials are out of date.

The Affiliate is solely responsible for ensuring that any communication it makes about Spike, the Spike App, or the Spike Platform complies with the financial-promotions and advertising laws applicable in each jurisdiction in which the communication is received. The Affiliate Code of Conduct sets out specific requirements applicable to communications received in the United Kingdom.

Tracking, attribution rules, the cookie window, the definition of qualifying activity, and the calculation of Affiliate Compensation are set out in the Affiliate Schedule. Tracking is performed by tooling operated or specified by Spike. Spike’s records shall be the authoritative record of qualifying activity, save for manifest error.

Affiliate Compensation is calculated and paid as set out in the Affiliate Schedule. Spike shall report qualifying activity in the Affiliate dashboard and shall pay Affiliate Compensation in accordance with the cadence specified in the Affiliate Schedule, subject to any minimum payout threshold.

Spike may withhold or claw back Affiliate Compensation where qualifying activity is later identified as fraudulent, induced by breach of these Terms or the Affiliate Code of Conduct, attributable to the Affiliate’s own use of the Spike App, or otherwise inconsistent with the Affiliate Programme’s rules.

Each Party is responsible for its own taxes. The Affiliate shall provide such tax-related information as Spike may reasonably require, including a valid VAT or tax identifier where applicable. Where applicable law requires Spike to deduct or withhold any amount from a payment, Spike shall do so and shall provide reasonable evidence of the deduction.

The Affiliate may use the “Spike” name and Spike’s approved logos solely as set out in the Affiliate Code of Conduct and the brand guidelines published by Spike from time to time. The Affiliate shall not register or use any domain name, app store listing, or social-media handle that incorporates “Spike” or any confusingly similar name without Spike’s prior written consent.

Each Party acts as an independent controller in respect of personal data it processes for its own purposes. Where applicable Data Protection Laws require Spike to act as a processor on behalf of the Affiliate (or vice versa), the Parties shall execute a separate data-processing agreement before such processing commences. Where the Affiliate makes communications that involve the processing of personal data of recipients, the Affiliate is solely responsible for compliance with applicable Data Protection Laws and the Privacy and Electronic Communications Regulations.

The Affiliate shall comply with the Affiliate Code of Conduct. The Affiliate shall not:

  1. make false, misleading, deceptive, or unsubstantiated claims about Spike, the Spike App, the Spike Platform, or any Service Provider;
  2. provide investment advice, investment recommendations, or any other regulated activity for which the Affiliate is not authorised;
  3. incentivise activity in a manner that breaches financial-promotions, advertising, or consumer-protection laws;
  4. undertake unsolicited mass communications (spam) or to use any deceptive marketing technique (including paid search bidding on Spike trademarks unless expressly permitted in the Affiliate Code of Conduct);
  5. operate any website, app, or channel that contains unlawful, defamatory, obscene, or harmful content;
  6. self-refer or arrange for proxies to refer activity attributable to the Affiliate or its associates;
  7. misuse or attempt to circumvent the Affiliate dashboard, attribution tooling, or any security or rate-limit measure; or
  8. represent itself as Spike or as an agent or representative of Spike.

Spike may suspend the Affiliate’s access to the Affiliate dashboard, the payment of Affiliate Compensation, or both, where Spike has reasonable cause to believe that the Affiliate is in breach of these Terms or the Affiliate Code of Conduct, or that suspension is required by applicable law.

Either Party may terminate these Terms on thirty (30) calendar days’ written notice. Spike may terminate with immediate effect for material breach (including any breach of the Affiliate Code of Conduct) or where required by applicable law.

On termination, the Affiliate shall cease all promotional activity, withdraw all references to Spike, and remove tracked links. Affiliate Compensation accrued prior to termination remains payable, subject to claw-back, and Spike may continue to pay any further amounts that become due in respect of the period prior to termination.

This clause governs all liability arising out of or in connection with these Terms and the Platform Documentation, except where applicable law prevents such limitation.

Except as expressly provided in these Terms, the Spike Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement, are excluded.

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any:

  1. indirect, incidental, special, consequential, punitive, or exemplary loss; or
  2. loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data,

regardless of cause of action and whether such loss was foreseeable.

Subject to the next sub-clause, each Party’s aggregate liability arising out of or in connection with these Terms and the Platform Documentation in any twelve-month period shall not exceed the greater of:

  1. USD 50,000; and
  2. the total Charges paid or payable by the Counterparty to Spike in the 12 months preceding the event giving rise to the claim.

Nothing in these Terms shall exclude or limit liability for:

  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. any liability which cannot be excluded or limited under applicable law;
  4. amounts properly invoiced and payable; or
  5. any liability of the Counterparty for breach of the Acceptable Use Policy, sanctions obligations, anti-money laundering and counter-terrorist financing obligations, or for the provision of Institutional Services, all of which shall be uncapped.

Without prejudice to the foregoing, Spike shall have no liability for any loss arising from:

  1. the submission, content, accuracy, or authorisation of any Instruction;
  2. the Processing, rejection, suspension, or delay of any Instruction in accordance with these Terms;
  3. the execution, settlement, custody, or outcome of any transaction performed by a Service Provider;
  4. any failure, delay, or disruption in systems operated by a Counterparty, a Service Provider, a payment system, a distributed ledger network, or any third-party infrastructure;
  5. reliance on Instruction status information, routing data, reconciliation data, or other outputs of the Spike Platform; or
  6. the lawful exercise by Spike of any right under these Terms or the Platform Documentation, including suspension and termination.

The Affiliate shall indemnify Spike against any third-party claims, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of:

  1. any breach by the Affiliate of these Terms, the Affiliate Code of Conduct, or applicable law;
  2. any communication made by the Affiliate in connection with the Affiliate Programme; and
  3. any infringement of third-party rights by the Affiliate’s materials or conduct.

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with these Terms that is designated as confidential or that, by its nature or context, ought reasonably to be regarded as confidential. Confidential Information does not include information that:

  1. was lawfully known to the Receiving Party without restriction prior to disclosure;
  2. is independently developed without use of or reference to Confidential Information;
  3. becomes publicly available other than by breach of these Terms; or
  4. is lawfully obtained from a third party without restriction or breach of obligation.

The Receiving Party shall use Confidential Information solely for the purposes of these Terms, protect it using at least reasonable care, and not disclose it except to its employees, advisers, and contractors with a legitimate need to know who are bound by confidentiality obligations no less protective than those set out here.

A Party may disclose Confidential Information where required by applicable law or regulator. Where reasonably practicable, the Receiving Party shall notify the Disclosing Party in advance and limit the scope of disclosure.

These confidentiality obligations survive termination for so long as the information remains confidential in nature.

Neither Party shall be liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control that could not have been avoided by the exercise of due care, including:

  1. acts of God, natural disasters, pandemics, or public health emergencies declared by a competent authority;
  2. war, terrorism, civil unrest, or government action;
  3. nationwide power or telecommunications failure; and
  4. any other event of equivalent magnitude not within the reasonable control of the affected Party.

For clarity, an outage of a third-party cloud or infrastructure provider used by Spike shall not in itself constitute force majeure to the extent the outage could reasonably have been mitigated by the exercise of due care.

Each Party shall use commercially reasonable efforts to mitigate the impact of a force majeure event and to resume performance as soon as reasonably practicable.

Any notice given under these Terms shall be in writing and may be delivered by email, by electronic communication through the Spike Platform, or by any other method specified in the Platform Documentation.

Notices shall be sent to the contact details notified by the relevant Party. Each Party is responsible for keeping its contact details accurate and up to date.

A notice sent by email is deemed received at the time of transmission, provided no delivery failure notification is received. A notice received outside normal business hours is deemed received at the start of the next Business Day.

This clause does not apply to the service of legal proceedings, which shall be carried out in accordance with applicable law.

Each Party is responsible for its own taxes. Where applicable, the Affiliate shall provide a valid tax identifier (including VAT registration number) and shall invoice Spike in accordance with applicable law. Where applicable law requires Spike to deduct or withhold any amount, Spike shall do so.

In the event of any dispute arising out of or in connection with these Terms, the Parties shall first use commercially reasonable efforts to resolve the dispute in good faith. Where the dispute cannot be resolved at an operational level, the Parties shall escalate the dispute to senior representatives before initiating formal proceedings.

Nothing in this clause shall prevent a Party from seeking interim, injunctive, or equitable relief from a court of competent jurisdiction.

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

Subject to the previous clause, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms.

Nothing in these Terms limits or excludes the exercise by any regulatory or supervisory authority of its statutory powers or functions.

The Parties are independent. Nothing in these Terms creates a partnership, joint venture, agency, or fiduciary relationship.

Save where expressly stated, no person other than a Party has any right to enforce any provision of these Terms, including under the Contracts (Rights of Third Parties) Act 1999.

The Affiliate may not assign or transfer its rights or obligations without Spike’s prior written consent. Spike may assign to an affiliate or in connection with a corporate reorganisation or sale.

These Terms, together with the Affiliate Code of Conduct, the Affiliate Schedule, and any other Affiliate Documentation, constitute the entire agreement between the Parties in respect of their subject matter.

If any provision is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary or, if not possible, severed. The remaining provisions continue in full force and effect.

This Code of Conduct sets out the rules governing how Affiliates may promote the Spike App and the Spike Platform. It is incorporated by reference into the Spike Affiliate Terms and prevails over the Affiliate Terms in respect of permitted and prohibited promotional conduct.

Affiliates may promote Spike through their own websites, apps, email lists (where consent is held), social-media accounts (within platform rules), podcasts, video, and similar owned or controlled channels.

Affiliates shall use the creative materials, copy, and disclosures made available by Spike. Bespoke materials require Spike’s prior written approval. Materials must not be modified other than as expressly permitted.

Affiliates shall use the tracked links generated by the Affiliate dashboard. Stripping, masking, or otherwise obfuscating tracking parameters is prohibited.

Affiliates shall make clear and conspicuous disclosure of their commercial relationship with Spike in any communication that promotes Spike, in accordance with the laws applicable to the recipient. In particular:

  1. for communications received in the United Kingdom, Affiliates shall comply with the Advertising Standards Authority Code (CAP / BCAP) and the Consumer Protection from Unfair Trading Regulations 2008, including disclosure of paid partnerships;
  2. Affiliates shall not represent themselves as independent reviewers where they are receiving Affiliate Compensation; and
  3. disclosures shall be at least as prominent as the promotion.

The communication of financial promotions in the United Kingdom is regulated. Affiliates are responsible for ensuring that any promotion of the Spike App or any Service Provider made or received in the United Kingdom complies with the financial-promotions regime, including section 21 of the Financial Services and Markets Act 2000 and any successor provisions, and (where applicable) the Financial Conduct Authority’s rules on financial promotions for cryptoassets.

Affiliates shall not make claims that the Spike App or the Spike Platform constitutes regulated financial services. The Affiliate shall include the disclosures set out in the approved materials, including (where applicable):

  1. a statement that Spike is not a bank, exchange, broker, or payment institution;
  2. a statement that Service Providers (not Spike) provide regulated financial services;
  3. any risk warnings required by applicable law for the relevant audience and product (for example, the cryptoasset risk warning under FCA rules);
  4. any cooling-off-period statements required by applicable law for the relevant audience; and
  5. any statements required by the Affiliate’s own regulator or platform provider.

Affiliates shall not:

  1. make false, misleading, deceptive, exaggerated, or unsubstantiated claims;
  2. guarantee returns, performance, or outcomes;
  3. describe Digital Assets as risk-free or as suitable for all audiences;
  4. provide investment advice or investment recommendations;
  5. hold themselves out as Spike or as a regulated financial-services provider;
  6. target minors or other vulnerable audiences;
  7. incentivise activity in a manner that breaches financial-promotions or consumer-protection laws (including by offering inducements that are inconsistent with applicable rules on cryptoasset financial promotions);
  8. send unsolicited mass communications (including SMS or email spam) or operate "AI bot farms";
  9. buy paid-search advertising on Spike trademarks or branded keywords without prior written consent;
  10. use cookie-stuffing, click-fraud, link-injection, or other deceptive attribution practices;
  11. self-refer, refer through proxies, or operate sock-puppet accounts;
  12. operate websites, apps, or channels that contain unlawful, defamatory, obscene, hateful, or harmful content;
  13. publish content that uses Spike’s name or branding in a manner that disparages, harms, or could reasonably be expected to harm Spike’s reputation;
  14. target Prohibited Jurisdictions or Sanctioned Persons; or
  15. misuse personal data of recipients (including by sending communications without a lawful basis under Data Protection Laws and PECR).

Affiliates shall not direct promotional activity to:

  1. Sanctioned Persons or Prohibited Persons;
  2. residents of Prohibited Jurisdictions; or
  3. audiences that the Affiliate knows or reasonably should know fall within those categories.

Affiliates may use Spike’s name and approved logos solely as set out in Spike’s brand guidelines. Affiliates shall not:

  1. register a domain name, app-store listing, or social-media handle incorporating "Spike" or any confusingly similar mark without prior written consent;
  2. use Spike’s marks in a manner that suggests sponsorship, endorsement, or partnership beyond what the Affiliate Programme actually entails; or
  3. modify, distort, or recolour Spike’s logos.

Spike may monitor the Affiliate’s materials and conduct for compliance with this Code of Conduct. Spike may request that the Affiliate provide samples of communications, screenshots, or copies of materials. The Affiliate shall cooperate promptly with such requests.

If the Affiliate becomes aware of any breach of this Code of Conduct (whether by the Affiliate or by a third party using Spike’s name or marks), the Affiliate shall notify Spike promptly.

Where the Affiliate breaches this Code of Conduct, Spike may, with or without notice and at its discretion:

  1. require corrective action within a specified period;
  2. withhold, suspend, or claw back Affiliate Compensation;
  3. suspend or terminate the Affiliate’s participation in the Affiliate Programme;
  4. notify regulators or platform providers (such as social-media platforms) where Spike is required or permitted to do so; and
  5. require the Affiliate to remove materials and to issue corrective communications, where applicable.

Spike may update this Code of Conduct from time to time, particularly to reflect changes in financial-promotions, advertising, consumer-protection, sanctions, or data-protection law. Material changes are communicated as set out in the Affiliate Terms.

This document is a working draft. It must be reviewed by external counsel and the Spike Marketing and Compliance teams before it is published or relied upon.