Referral Program Terms of Use

As used in these Terms, the following capitalised terms have the meanings set out below:

“Affiliate” means any individual or legal entity enrolled in the Program, whether automatically upon account creation or otherwise.

“Commission” means the fee payable to an Affiliate in accordance with Section 6 of these Terms.

“Confidential Information” has the meaning given in Section 9.1.

“Customer” means an end-user who creates a paid account with Proxidize through an Affiliate’s Referral Link and who has not previously held a paid account with Proxidize.

“Intellectual Property Rights” means all trademarks, service marks, trade names, logos, trade dress, copyrights, patents, trade secrets, know-how, proprietary information, and any other intellectual property rights, whether registered or unregistered, anywhere in the world.

“Proxidize Marks” means all trademarks, service marks, logos, brand assets, and other designations proprietary to Proxidize Ltd.

“Proxidize Marketing Materials” means any marketing or promotional materials developed by or on behalf of Proxidize and made available to Affiliates for use in connection with the Program.

“Referral Link” means the unique tracking URL assigned to each Affiliate through the Proxidize dashboard.

“Referral Period” means the 30-day period beginning on the date a potential Customer clicks the Affiliate’s Referral Link, as described in Section 5.2.

“Services” means the products and services offered by Proxidize Ltd as described on the Proxidize website and in the Proxidize Terms and Conditions.

“Term” means the period during which these Terms are in effect, as described in Section 8.

2.1 Automatic Enrolment

Any individual who creates an account on the Proxidize platform is automatically enrolled in the Program and considered an Affiliate. No separate application or approval process is required.

2.2 Accurate Information

Affiliates are required to provide and maintain accurate, complete, and current information within their account. Providing false or misleading information may result in immediate suspension or removal from the Program.

2.3 Acceptance of Terms

Participation in the Program constitutes acknowledgement and acceptance of these Terms.

3.1 Limited Licence

Subject to the Affiliate’s compliance with these Terms, Proxidize hereby grants to the Affiliate a revocable, non-transferable, non-exclusive, worldwide licence during the Term to use the Proxidize Marks and Proxidize Marketing Materials solely for the purpose of promoting the Services to potential Customers in connection with the Program. Proxidize grants no right to sublicense, resell, or otherwise distribute or provide the Services to third parties.

3.2 Quality Control

Any use by the Affiliate of the Proxidize Marks or Proxidize Marketing Materials must conform to all brand standards and guidelines provided by Proxidize from time to time. The Affiliate shall not use, distribute, or display any Proxidize Marks or Proxidize Marketing Materials unless they conform to those standards. The Affiliate acknowledges and agrees that this clause constitutes a material term of these Terms.

3.3 No Modifications

The Affiliate shall not: (i) alter, modify, adapt, translate, or create derivative works from the Proxidize Marks or Proxidize Marketing Materials in whole or in part; (ii) remove, alter, or conceal any Proxidize copyright notice or other proprietary marking; or (iii) use any language or display the Proxidize Marks in a way that creates the impression they belong to the Affiliate.

3.4 Reservation of Rights

Proxidize reserves all rights not expressly granted in these Terms. No right, title, or interest in any Intellectual Property Rights is transferred to the Affiliate. All goodwill arising from the Affiliate’s use of the Proxidize Marks shall inure solely to the benefit of Proxidize.

3.5 No Challenge to Ownership

The Affiliate shall not attack, question, or contest the validity of Proxidize’s ownership of its Intellectual Property Rights, either during or after the Term.

3.6 Notification of Infringement

The Affiliate shall promptly notify Proxidize in writing upon becoming aware of any misuse or infringement of Proxidize’s Intellectual Property Rights and shall cooperate with Proxidize as reasonably necessary to protect those rights. Any decision to take action against misuse or infringement shall be entirely at Proxidize’s discretion.

3.7 Feedback

Any suggestions, comments, ideas, or recommendations provided by the Affiliate relating to the Services or Proxidize’s business (“Feedback“) shall be the exclusive property of Proxidize. The Affiliate hereby assigns all rights in any Feedback to Proxidize, and Proxidize may use such Feedback without restriction or compensation.

4.1 General Conduct

The Affiliate agrees to: (i) conduct its activities in a manner that reflects favourably at all times on the Services and the reputation and goodwill of Proxidize; (ii) comply with all applicable laws and regulations, including without limitation privacy, data protection, and anti-spam laws; and (iii) avoid deceptive, misleading, or unethical representations or practices that are or may be detrimental to Proxidize or the Services.

4.2 Disclosure of Commercial Relationship

The Affiliate must clearly and prominently disclose its commercial relationship with Proxidize in any content, website, or channel used to distribute the Referral Link, including by clearly identifying advertising and paid promotions in accordance with applicable advertising standards and laws.

4.3 No Brand Domains or URLs

The Affiliate shall not create any domain, subdomain, or URL that incorporates the Proxidize Marks or any variation or misspelling thereof.

4.4 Privacy Policy

The Affiliate shall at all times prominently publish a privacy policy on any website or channel through which the Referral Link is distributed. That privacy policy must comply with all applicable laws and clearly disclose all information collection, use, and sharing practices.

4.5 Cookie Consent

Where required by applicable law, the Affiliate must obtain informed, unambiguous, and freely given consent from end-users for the use of cookies and the collection of end-user information resulting from the Referral Link.

5.1 Referral Link Usage

Affiliates are provided with a unique Referral Link accessible through the Proxidize dashboard. This link must be used for all referral activity. Proxidize is not responsible for referrals that are not tracked due to modified, incorrect, or improperly used links.

5.2 Cookie Duration and Referral Period

When a potential Customer clicks an Affiliate’s Referral Link, a tracking cookie with a duration of 30 days is placed on that user’s browser. The Affiliate will only be eligible for a Commission in respect of a Customer who subscribes to the Services within this 30-day Referral Period.

5.3 Cookie Compliance

It is the Affiliate’s sole responsibility to ensure that the use of cookies in connection with the Referral Link and the Program complies with all applicable laws and regulations in every jurisdiction in which the Affiliate operates or distributes the Referral Link.

5.4 No Commission Where Cookie Unavailable

If a potential Customer does not accept cookies, deletes the cookie prior to subscribing, allows the cookie to expire, or cannot be tracked or identified by the cookie for any reason, no Commission will be owed for any subscription made by that user, regardless of whether the Affiliate introduced that user to Proxidize.

5.5 Referral Crediting

Affiliates earn Commissions immediately when a referred Customer makes a qualifying purchase. Commissions are also earned on each subsequent renewal of the referred Customer’s subscription, provided the subscription remains active and the Customer was originally referred during a valid Referral Period.

5.6 Prohibited Activities

The following activities are strictly prohibited:

1. Using your own Referral Link to make personal purchases;
2. Sharing referral links or coupon codes on coupon websites, discount aggregators, or similar platforms;
3. Public distribution of coupon codes through channels intended primarily for discounts;
4. Engaging in fraudulent, deceptive, or abusive referral practices;
5. Engaging in any form of paid advertising — including but not limited to paid search, display, social media, sponsored content, or any other paid or boosted promotion — without Proxidize’s prior written approval for each campaign or placement;
6. Bidding on the “Proxidize” trademark, or any variation, abbreviation, or misspelling thereof, as a keyword in any pay-per-click, cost-per-acquisition, or pay-per-impression campaign on any search engine or advertising platform, or;
7. Using the Proxidize website as a display URL or directly linking to the Proxidize website in any paid media advertisement, without Proxidize’s prior written approval;
8. Cookie-stuffing or any other technique to artificially generate, inflate, or falsify referral tracking data or Commission entitlements;
9. Offering cash backs, rewards, discounts, or any other incentive to potential Customers in connection with the use of the Referral Link, without Proxidize’s prior written approval;
10. Distributing the Referral Link in any manner that constitutes unsolicited commercial communication or spam under any applicable law;
11. Creating or operating multiple accounts for the purpose of sharing, multiplying, or inflating Commission entitlements;
12. Creating or operating a website or channel that copies or resembles the look, feel, or branding of the Proxidize website, or that creates the impression of being endorsed by or affiliated with Proxidize;
13. Making representations, warranties, or statements about Proxidize or the Services beyond those expressly authorised by Proxidize;

Violations may result in immediate forfeiture of commissions and suspension or permanent removal from the Program.

5.7 Monitoring and Compliance

Proxidize reserves the right to monitor referral activity to ensure compliance with these Terms. Any violation may result in immediate enforcement action, including loss of commissions.

5.8 Know Your Customer (KYC) Verificaiton

Proxidize may require identity verification via partner KYC platforms for any reason in order to prevent abuse or fraud.

6.1 Commission Rate

Affiliates earn a flat commission of 20 percent on the total amount paid by referred Customers, excluding taxes, fees, and refunds. Proxidize may, in its sole discretion, increase the commission rate of any given Affiliate for any reason. Proxidize may also withdraw the increase, in its sole discretion, and for any reason.

6.2 Minimum Payout Threshold

The minimum payout threshold is $100 USD. Commission balances below this amount will roll over to subsequent payout periods until the threshold is met.

6.3 Payout Schedule and Methods

Payouts are processed on a monthly basis once the minimum payout threshold has been reached. Available payout methods are:

• Bank transfer
• PayPal
• Instant debit transfer
• Venmo

Affiliates are responsible for selecting and maintaining a valid payout method and ensuring all payment details are accurate.

6.4 Payment Issues

Proxidize covers standard transaction and transfer fees associated with Commission payouts. Proxidize is not responsible for delays or failed payments resulting from incorrect or incomplete payout information provided by the Affiliate.

6.5 Payout Timeline

A referral reward may only be paid out thirty (30) days after reaching the minimum payout threshold as defined in 6.2.

7.1 Verification Requests

Proxidize may request reasonable proof to verify the legitimacy of a referral. Failure to provide requested information within the specified timeframe may result in withheld or revoked commissions.

7.2 Dispute Resolution

In the event of a dispute regarding referral validity, Proxidize’s determination is final. Proxidize reserves the right to audit Affiliate accounts at any time and take appropriate action based on its findings.

8.1 Term

These Terms commence on the date the Affiliate creates an account on the Proxidize platform and continue in full force and effect until terminated in accordance with this Section 8.

8.2 Termination for Breach

Proxidize may terminate an Affiliate’s participation in the Program immediately upon written notice if the Affiliate breaches any provision of these Terms. Proxidize will inform the Affiliate of the nature of the breach. Termination will proceed unless the Affiliate provides, to Proxidize’s reasonable satisfaction, a clear and credible written undertaking that the breaching activity has ceased and will not recur. Whether any such undertaking is satisfactory is determined entirely at Proxidize’s discretion. This clause does not obligate Proxidize to accept any such undertaking or to delay termination pending its receipt.

8.3 Termination for Insolvency or Cessation of Business

Proxidize may terminate the Affiliate’s participation immediately by written notice if the Affiliate: (i) ceases to carry on its business or otherwise terminates its operations; or (ii) becomes insolvent, is unable to pay its debts as they fall due, seeks protection under any bankruptcy, administration, or analogous proceeding, or if any such proceeding is instituted against the Affiliate and not dismissed within sixty (60) days.

8.4 Termination Without Cause

Proxidize may terminate the Program or any Affiliate’s participation at any time and for any reason by providing thirty (30) days’ written notice to the Affiliate. During the notice period, the Affiliate shall continue to receive Commissions earned in accordance with these Terms. All benefits, including Commissions, shall cease immediately upon the expiry of the notice period.

8.5 Modification of Terms

Proxidize reserves the right to modify these Terms at any time, including changes to commission rates, payout methods, or Program eligibility. Any changes will be communicated via email or through the Proxidize dashboard. Continued participation in the Program following notification of changes constitutes acceptance of the updated Terms.

8.6 Voluntary Withdrawal

Affiliates may withdraw from the Program at any time by contacting support@proxidize.com. Eligible unpaid Commissions that meet the minimum payout threshold will be paid during the next scheduled payout cycle following withdrawal.

8.7 Effect of Termination

Upon termination of the Affiliate’s participation for any reason: (i) all licences granted under Section 3 shall immediately terminate; (ii) the Affiliate shall immediately cease all use of the Proxidize Marks and Proxidize Marketing Materials; (iii) the Affiliate shall return or, at Proxidize’s direction, destroy all Proxidize Marketing Materials and Confidential Information in its possession or control; and (iv) any earned Commissions that meet the minimum payout threshold at the time of termination will be paid in accordance with the Terms in effect at that time.

8.8 Survival

The following sections shall survive termination or expiry of these Terms: Section 1 (Definitions), Section 3.4 (Reservation of Rights), Section 3.5 (No Challenge to Ownership), Section 3.7 (Feedback), Section 6 (Commission Structure and Payouts, with respect to amounts already earned), Section 8.7 (Effect of Termination), Section 9 (Confidentiality and Privacy), Section 10 (Representations and Warranties), Section 11 (Indemnification), Section 12 (Limitation of Liability), and Section 14 (Governing Law and Dispute Resolution).

9.1 Definition

“Confidential Information” means all non-public information disclosed by either party to the other, whether in writing, orally, or in any other form, including without limitation: information related to the Program conditions, commission rates, business and financial information, pricing and sales information, referral performance data, customer activity data, and any other information that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

9.2 Obligations

Each party shall keep the other’s Confidential Information strictly confidential during the Term and for a period of two (2) years following termination or expiry of these Terms. Each party shall protect the other’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no case less than reasonable care. Neither party shall disclose Confidential Information to any person except those of its employees or advisers who need access to it for the purposes of these Terms, provided those persons are bound by confidentiality obligations at least as protective as those set out herein.

As to any Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality shall continue for as long as permitted under applicable law.

9.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) was independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving party gives the disclosing party prompt written notice and cooperates with any effort by the disclosing party to seek a protective order.

9.4 Confidentiality of Agreement

Neither party shall publicly disclose the existence or contents of these Terms without the prior written consent of the other party, unless required to do so by law.

9.5 Data Protection

Personal data collected in connection with the Program is processed in accordance with the Proxidize Privacy Policy.

9.6 Remedy for Breach

Both parties acknowledge that a breach of this Section 9 would cause irreparable harm for which monetary damages would be an insufficient remedy. Accordingly, the injured party shall be entitled to seek injunctive relief or other equitable remedy. This remedy is in addition to, and not in lieu of, any other remedies available at law or in equity.

10.1 Mutual Representations

Each party represents and warrants that: (i) it has the full right, power, and authority to enter into these Terms and perform its obligations hereunder; (ii) these Terms constitute a valid and binding obligation, enforceable against it in accordance with their terms; and (iii) it will comply with all applicable laws, regulations, and orders of any competent governmental authority in its performance of these Terms.

10.2 Affiliate Warranties

The Affiliate further represents and warrants that: (i) it holds all consents, permissions, and licences necessary to perform its obligations under these Terms; and (ii) it will not make any representations, warranties, or other statements concerning Proxidize or the Services except as expressly authorised by Proxidize in writing.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE PROGRAM IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROXIDIZE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR RELIABILITY. PROXIDIZE MAKES NO REPRESENTATION OR GUARANTEE OF ANY KIND REGARDING REVENUE, BUSINESS, PROFIT, OR VOLUME OF CUSTOMERS THAT THE AFFILIATE MAY OBTAIN UNDER THESE TERMS.

11.1 Affiliate Indemnity

The Affiliate shall indemnify, defend, and hold harmless Proxidize Ltd and its officers, directors, shareholders, employees, agents, and advisers (collectively, the “Proxidize Indemnified Parties“) from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) the Affiliate’s breach of any representation, warranty, obligation, or covenant under these Terms; (ii) the Affiliate’s negligence or wilful misconduct; (iii) the Affiliate’s violation of any applicable law or regulation; or (iv) the Affiliate’s infringement of any third-party Intellectual Property Right.

11.2 Proxidize Indemnity

Proxidize shall defend, indemnify, and hold harmless the Affiliate from and against any third-party claim that the Proxidize Marks, when used by the Affiliate strictly in accordance with these Terms, infringe the intellectual property rights of that third party, provided that: (i) the Affiliate promptly notifies Proxidize in writing of the claim; (ii) Proxidize has sole control of the defence and all related settlement negotiations; and (iii) the Affiliate provides all reasonable assistance, information, and authority required by Proxidize to conduct the defence.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROXIDIZE’S AGGREGATE LIABILITY TO THE AFFILIATE UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSION PAID TO THE AFFILIATE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS SET OUT IN THIS SECTION SHALL NOT APPLY TO: (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (II) BREACHES OF SECTION 9 (CONFIDENTIALITY AND PRIVACY); OR (III) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The Affiliate is an independent contractor. Nothing in these Terms creates or shall be deemed to create any relationship of employment, agency, partnership, joint venture, or franchise between Proxidize and the Affiliate. The Affiliate has no authority to represent, act for, bind, or otherwise create or assume any obligation on behalf of Proxidize for any purpose.

14.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

14.3 Dispute Resolution Process

Before commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiations. If a dispute is not resolved within 30 days of one party notifying the other in writing of the dispute, either party may commence proceedings in accordance with Section 14.2.

14.4 Injunctive Relief

Nothing in this Section 14 shall prevent Proxidize from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm, including in connection with any breach of Sections 3, 5.6, or 9.

Neither party may assign its rights or delegate its obligations under these Terms, in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, Proxidize may assign these Terms without the Affiliate’s consent to any entity that acquires all or substantially all of Proxidize’s equity, assets, or business, or to any affiliated group company. Any purported assignment in violation of this Section shall be void.

16.1 Method of Notice

Any notice or communication required or permitted under these Terms shall be in writing and delivered: (i) by email to the Affiliate’s registered account email address, or to support@proxidize.com for notices addressed to Proxidize; or (ii) for formal legal notices, including notices of breach or termination, by email and also by recorded post or recognised courier service to the party’s last known address.

16.2 Deemed Receipt

Notices sent by email shall be deemed received on the day of transmission, provided the sender does not receive a delivery failure notification. Notices sent by recorded post or courier shall be deemed received two (2) business days after the date of posting for UK addresses, or five (5) business days for international addresses.

17.1 No Implied Waiver

No failure or delay by either party to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach of the same or any other provision.

17.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be severed from the remainder of the Terms, which shall continue in full force and effect. The parties agree to negotiate in good faith a valid replacement provision that reflects as closely as possible the original intent.

17.3 Entire Agreement

These Terms, together with the Proxidize Terms and Conditions and Privacy Policy, constitute the entire agreement between the parties with respect to the Program and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral. No amendment or modification of these Terms shall be binding unless made in accordance with Section 8.5.

For questions regarding the Program, please contact support@proxidize.com.