EFFECTIVE DATE: 15 August 2023
Definitions: Unless otherwise defined or the context otherwise requires, all capitalized terms shall have the meaning given to them in these Terms:
"Content Creator" shall mean the participant of the Content Creator Program who has registered with Mantle as an “Content Creator” pursuant to these Terms.
"Content Creator Link" means the link that an Content Creator posts on any Third Party Platform that promote Mantle or the Site.
"Content Creator Program" means the program which Mantle incentivize the Content Creator to market and promote Mantle and the Site pursuant to these Terms.
"Content Creator Onboarding Form"means the form submitted by a Content Creator for the purpose of participating in the Content Creator Program.
"Compensation" means the Compensation paid, or payable, to the Content Creator by Mantle for the Services rendered by the Content Creator.
"Personal Information" refers to information supplied by an Content Creator from which the identity of such Content Creator may be directly or indirectly ascertained.
"Services" means the marketing or content creation services you provided through the Content Creator Program pursuant to these Terms.
"Third-Party Platform" means any social media platform through which an Content Creator promotes or markets the Platform or Mantle.
We reserve the right at any time to:
modify, update, or change the Site, including eliminating or discontinuing any content or feature of the Site; or
impose fees, charges or other conditions for use of the Site or parts thereof (with reasonable notice) (all of the foregoing referred to as “Changes”).
We may make such Changes at any time without prior notice (except as noted in subsection (c) above). Any Changes to these Terms may be posted on Mantle’s website or notified to you through push notifications through email to the email address you submitted in the Content Creator Onboarding Form. For this reason, you should keep your email address and other contact information up to date.
Eligibility and Registration
You must be at least 18 years of age to access and use the Site and to be an Content Creator. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. You must register with Mantle to be an Content Creator through the Content Creator Onboarding Form; you agree to provide complete, accurate and up-to-date information in the Content Creator Onboarding Form.
Mantle has the sole discretion to accept or reject your application for the Content Creator Program. Only the participant whose application are approved by Mantle will become Content Creators under the Content Creator Program.
All title, ownership rights and intellectual property rights in or relating to the Site and the Content Creator Program, any information transmitted by, to or over the Site and information regarding use of the Site will remain with Mantle. Nothing on the Site will be construed as conferring on you any license, save as expressly set out herein, of any of Mantle’s or any third party’s title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise.
The Site may provide you access to content, information, quote, videos, photos or other materials (the “Third-Party Content”) supplied by certain third parties (the “Third-Party Content Providers”). Mantle does not endorse or recommend, and is not responsible for verifying the accuracy, validity or completeness of any Third-Party Content provided through the Site. Your use or reliance on such Third-Party Content is at your sole risk. All title, ownership rights and intellectual property rights in or relating to the Third-Party Content will remain with the applicable Third-Party Content Provider. Nothing on the Site will be construed as conferring on you any license, save as expressly set out herein, of any Third-Party Content Provider’s title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise.
You agree not to:
modify, adapt, reproduce, translate or create derivative works of the Site, or any data or content (including Third-Party Content) provided through the Site, or any portion thereof, or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site;
remove any copyright notice, trademark, legend, logo or product identification from the Site;
misrepresent the other sites as Mantle’s Site by co-opting the visual “look and feel” of or text from Mantle’s Site or otherwise violate Mantle’s intellectual property rights, including, without limitation, “scraping” text or images from Mantle’s Site or Mantle managed banners and/or text links, search marketing or all other online and offline campaigns;
misrepresent the other sites as our Site by co-opting the visual"look and feel" of or text from our Site or otherwise violate our intellectual property rights, including, without limitation, "scraping" text or images from our Site or our managed banners and/or text links, search marketing or all other online and offline campaigns;
edit, modify, filter, truncate or change the order of the information contained in any part of Mantle’s Sites, or remove, obscure, or minimize any part of Mantle’s Site in any way without authorization of Mantle;
frame, minimize, mirror, remove, or otherwise inhibit the full and complete display of any web page accessed by a Client after clicking on any part of Mantle’s Site or the Content Creator Link; or
make any commercial use of the Site or Mantle’s logo, trademark or brand name in any way other than for the sole purpose of rendering the Service.
Mantle shall pay you the Compensation for your Services. The Compensation shall be agreed in writing between you and Mantle.
Payment of the Compensation will be made to your wallet address as you submitted through the Content Creator Onboarding Form in the cryptocurrencies agreed in writing between you and Mantle. At Mantle’s sole discretion, and as deemed appropriate, Mantle may accommodate other methods of payment or currency.
If Mantle determines, at its sole discretion, that any activity involving the Services constitutes fraud traffic or breach of applicable law (including without limitation to any anti-money laundering regulations) or breach of any agreement between Mantle and the Content Creator, as the case may be, Mantle is entitled to terminate these Terms and/or to cancel or withhold your Compensation accordingly.
You shall not use the Site in any way, provide any information or content relating to Mantle on the Site or any Third Party Platform, engage in any conduct in relation to Mantle, the Site, that:
is unlawful, illegal or unauthorized or advocates, promotes or assists any violence or any unlawful act;
is defamatory of any other person;
is obscene, sexually explicit or offensive;
advertises or promotes any other product or business;
is likely to harass, upset, embarrass, alarm or annoy any other person, or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
is likely to disrupt the Site in any way; infringes any copyright, trademark, trade secret, or other proprietary right of any other person;
restricts or inhibits any other person from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
redirect any user away from Mantle’s Site;
disables, damages or alters the functioning or appearance of the Site;
"crawls", "spiders", indexes or in any non-transitory manner stores or caches information obtained from or pertaining to any User including the Clients of the Content Creator;
downloads, retrieves, indexes, “data mines”, “scrapes”, “harvests”, including through any robot, spider, site search/retrieval application, or other manual, automatic device or process, information on the Site or the Users;
sends unsolicited or unauthorized advertisements, spam, or chain letter to anyone regarding Mantle or the Site;
transmits any content which contains software viruses, or other harmful computer code, files or programs; or
is otherwise considered offensive or inappropriate, at Mantle’s sole discretion.
You understand and agree that the information and services provided by the Site are not provided to, and may not be used by or for the benefit of, any individual or entity in any jurisdiction where the provision or use thereof would be contrary to any applicable law, or where we are not authorized to provide such Site or information and services. We do not offer services to persons or entities in the U.S. Treasury Department’s List of Specially Designated Nationals or Blocked Persons, the EU’s Consolidated Financial Sanctions List or the UK Sanctions List, or any entity that is owned or controlled (50 percent or greater) by a person or entity on such lists (hereinafter “Prohibited Parties”), or offer services that involve or otherwise benefit Prohibited Parties. You understand that Mantle reserves the right to take any appropriate actions in compliance with this restriction or in compliance with the law of a relevant jurisdiction, including termination of any Account immediately and liquidating any open positions.
We reserve the right, but do not have the obligation, at our sole discretion to edit, delete, remove or block any information that violates these Terms.
The Content Creator shall not do, or encourage any third party to do, any of the following, directly or indirectly:
provide trading advice tailored to the specific circumstances of any of its subscribers, followers, viewers or any other person that accesses their services;
post any presentations that involve testimonials, simulated or hypothetical performance results in their marketing videos or social media posts unless accompanied by prominent disclosures required by U.S. commodities laws or any other applicable law;
represent that their operations are “SEC compliant”, “CFTC compliant,” or otherwise sanctioned by a U.S. federal regulator or any regulator in other jurisdictions;
make posts that are fraudulent, deceptive, or that contain any information that could be conceived as market manipulation or attempted market manipulation;
in any way impersonate as Mantle to provide any investment advice on behalf of Mantle; or
act in any way that violates any various policies posted on the Site or the Content Creator Program, as may be revised from time to time, or included in any other agreement between the Content Creator and Mantle (including, without limitation in these Terms).;
Except as expressly otherwise provided for in these Terms, and only if and to the extent provided herein, the Content Creator is prohibited from sending mass unsolicited emails (i.e., spamming, desktop scrapes) to promote Mantle, Mantle’s Site, the Content Creator Program and/or the online services offered by Mantle.
You must provide true and complete information to Mantle at all times; including but not limited to, contact information, the nature of the Content Creator’s activities carried out for the purposes of introducing, explaining and/or promoting the services offered by Mantle, and any other information that Mantle may request from time to time.
Nothing contained in these Terms shall be construed as creating any agency, partnership, employment of any type or other form of joint enterprise between you and Mantle. You shall not represent to the contrary, either expressly, implicitly, by appearance, or otherwise.
You acknowledge and agree that you are responsible for the payment of all relevant duties and/or charges and/or taxes arising from the course of your business.
Mantle will not be liable or responsible for any marketing or promotions that may be initiated by you for the needs of your own business purposes and for the provision of the referral services under these Terms and for any costs or charges for such activity. The costs will be met solely by you.
To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release us, our parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from any and all allegations, counts, charges, debts, causes of action, claims and losses, relating in any way to the Services, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, false identities, fraudulent acts by others, invasion of privacy, release of Personal Information, failed transactions, purchases or functionality of the Site, unavailability of the Site, the functions and any other technical failure that may result in inaccessibility to the Site, or any claim based on vicarious liability for torts committed by you encountered through the Site. including, but not limited to, fraud, computer hacking, theft or misuse of Personal Information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder. The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by us. This release is intended by the parties to be interpreted broadly in favor of us, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
Indemnification and Limitation of Liability
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Indemnified Parties, from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees, directly or indirectly, resulting from or by reason of (i) your (or if you are under another person's authority, including, without limitation, Governmental Authorities, such other person's) use, misuse, or inability to use the Site, or any of the content, including Third-Party Content contained therein or any content or information that you provided to the Site; or (ii) your breach of this these Terms or the Third-Party Provider Terms, including those documents that are expressly incorporated into these Terms or the Third-Party Provider Terms by reference and form a part of these Terms or the Third-Party Provider Terms.
We shall notify you by email, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel, but are not obligated to do so.
Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO THEORY OF LAW (TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE), SHALL WE OR ANY OF THE INDEMNITEES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES ARISING FROM THE USE OR MISUSE OF, OR INABILITY TO USE THE SITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF INFORMATION, BUSINESS INTERRUPTION OR LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA, OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SITE OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, EVEN IF WE KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, CLAIM OR DEMAND IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Maximum Liability. IN NO EVENT SHALL OUR LIABILITY, REGARDLESS OF THE FORM OF ACTION AND DAMAGES SUFFERED BY YOU, EXCEED THE HIGHEST AGGREGATE FEES PAID BY YOU TO US IN CONNECTION WITH THE SITE, OR 5,000 SINGAPORE DOLLARS, WHICHEVER IS GREATER.
Force Majeure. We will not be liable for our failure to perform any obligations under these Terms due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.
Suspension or Termination in Whole or in Part
In the event of a violation or breach of these Terms, Mantle may pursue, at Mantle’s sole discretion, any and all applicable legal and equitable remedies against you, including the immediate termination of these Terms, without prior notice being required, and/or the pursuit of all available civil or criminal remedies.
Mantle may terminate these Terms forthwith, upon written notice to the Content Creator, if:
it becomes unlawful for Mantle and/or the Content Creator to perform or comply with any one or more of their obligations under these Terms; or
the Content Creator ceases, in Mantle’s reasonable opinion, to be fit and proper to introduce/provide the Services to Mantle;
if the Content Creator no longer holds the necessary authorization or consent to perform the obligations under these Terms, or
if it is prevented for any reason from carrying out the activities and/or obligations herein.
Upon termination of these Terms, in the case where the Content Creator maintains a website and is using any Company’s materials including Mantle’s logo or brand name, it is obliged to immediately withdraw such materials upon termination of these Terms.
If these Terms are terminated pursuant to Section 11.2, Mantle shall pay the Content Creator any earned Compensation that is due and payable to the Content Creator at the time of termination, within sixty (60) days after the end of the calendar month in which such termination occurs. The Content Creator will not be entitled to any Compensation occurring after the date of such termination. If these Terms are terminated pursuant to Section 11.1, Mantle will not be obligated to pay any Compensation otherwise owed to the Content Creator on termination of these Terms.
Our records in relation to the Content Creator Program will be final and conclusive and be binding on each Content Creator for all purposes. Each Content Creator agrees that such records are admissible in evidence and further undertakes to waive any rights to challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were produced by or were the output of a computer system or are set out in electronic form.
Governing Law and Dispute Resolution
These Terms shall be governed by the laws of Singapore.
Any dispute arising out of or in connection with these Terms or the Site, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The seat of the arbitration shall be Singapore. Any award is final and may be enforced in any court of competent jurisdiction. The parties shall duly and punctually perform their obligations hereunder pending issuance of the arbitral award.