Referral Program Terms (Appendix 3)

1.1. Unless otherwise defined, in these Referral Program Terms, defined terms have the same meanings given to them in the Terms of Use for all Users (the “Terms”).

“You” or “Referrer” means any persons who refers the Platform to other non-Users to become Creators of the Platform;

“Referred Creator” means any persons who joins the Platform through the Referrer’s referral, which could be either (i) new Creator which has not registered or use any Services of Wink prior to the completion of KYC; and (ii) an existing Creator who has just completed his or her KYC verification for less than 7 days (in which a verification mark appears on his or her profile for less than 7 days);

“Referral Payments” means the referral payments that the Referrer is entitled to for referring Referred Creators to Wink; and

“Fan Payment” means payment of Fans for Passes, Subscriptions, Pay-Per-View Contents and Tipping for the Platform.

2.1. In order to be entitled to the Referral Payments, you should click the box below within [10] days after the completion of the KYC of the Referred Creator.

2.2. There is no prescribed requirement for Referrer and it is not prerequisite for Referrer to be Users or existing Creators of the Platform. Before becoming a Referrer, you should have a Solana wallet (and your Solana wallet address should remain valid throughout the payout period of 12 months upon the completion of verification and KYC of the Referred Creator).

2.3. The Referrer shall follow the following procedures when referring the Referred Creator to Wink:

1. Referrer should contact Wink through our official channels/Communication Portal for the Referred Creator they are referring;
2. Referred Creator should go through normal process of creating Account as prescribed in our Terms, including passing all the KYC Procedures and Requirements, satisfying all the Eligible User criteria listed in the Terms, providing proof of social accounts ownership (in which he or she should direct message our official account the unique code shown in his/her KYC portal on Wink), and provide us with the name and contact information (i.e. social handles) of his/her Referrer;
3. Upon confirming and verifying that both the identity of the Referrer and Referred Creator matches, Referrer will be eligible to receive the Referral Payments.

2.4. The Referred Creator shall follow the following procedures within seven(7) days of completion of his or her KYC verification:

1. Referrer should contact Wink through our official channels/Communication Portal for the Referred Creators they are referring;
2. Referred Creator should contact Wink through our official channels/Communication Portal and provide us with the name and contact information (i.e. social handles) of his/her Referrer;
3. Upon confirming and verifying that both the identity of the Referrer and Referred Creator matches, Referrer will be eligible to receive the Referral Payments.

3.1. Once a Referred Creator has become a registered User of the Platform in accordance with the Referral Program described above, the Referrer will be paid a Referral Payment equal to five per cent (5%) of Fan Payment generated by the Referred Creator in the twelve months after the date on which the Referred Creator becomes a registered User of the Platform (which means all the KYC had been completed in the satisfaction of the Platform). All Referral Payments would be in USDC/USDT, calculated with reference to the average USD price of the Solana Tokens of the Solana Platform for the day of transaction (i.e. If a Fan pays 1 Solana Token on a particular day, and the average price of Solana Tokens is around 150 on that day, Referrer will receive 1 x 150 x 0.05 = 7.5 USDC/USDT for this transaction at that month end).

3.2. The Referral Payment will be made monthly, within 5 days after the end of each month of the completion of KYC by the Referred Creator (which means, for example, if the Referred Creator has completed his or her KYC on 9 Sep 2024, Referrer will receive his or her first Referral Payments on the 9 -13 of October 2024).

4.1. We may withhold all or any part of the Referral Payments that are due to the Referrer but not yet paid out in any of the circumstances prescribed below:

1. the Referrer is found to have or may have seriously or repeatedly breached any part of the Terms of Use for all Users; or
2. the Referrer attempts or threatens to breach any part of the Terms of Use of all Users in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User); or
3. if we suspect that all or any part of the Referral Payments due to the Referrer result from unlawful or fraudulent activity, either by the Referrer, by the Fan who made the Fan Payment to the Referred Creator which resulted in the Referral Payment; or
4. if we are required to withhold the Referral Payment in accordance with Applicable Laws; or
5. any other circumstances that in our sole and absolute discretion deem necessary to retain or withhold such Referral Payments.

4.2. We may withhold all of any part of the Referral Payments for as long as is necessary to investigate the actual, threatened or suspected breach(es) by the Referrer or the suspected unlawful or fraudulent activity (as applicable). If following our investigation, we conclude that (i) the Referrer have seriously or repeatedly breached any part of the Terms of Use for all Users; (ii) the Referrer has attempted or threatened to breach any part of the Terms of Use of all Users in a way which has or could have serious consequences for us or another User (including actual or possible loss caused to us or another User), and/or (iii) all or any part of Referral Payments due to the Referrer result from unlawful or fraudulent activity, we may notify the Referrer that all or any part of his or her Referral Payments would be forfeited.

5.1. In order to become an eligible Referrer for our Referral Program, you acknowledge and agree that:

1. We shall not have any responsibility and obligations towards you if we withhold or forfeit any payment due to you where we have a right to do so under these Referral Program Terms. In the case of you being an existing User of the Platform, you also agree that if we consider that your breach(es) of the Term has or may cause us loss and/or your motives of referring the Referred Creator is driven by unlawful and illegal motives, we may withhold all the Referral Payments due to you and we may set off such amounts against any actual and potential losses suffered by us.
2. As you might not be an existing User of our Platform, we would request you to (i) provide your identity card/ passport and any other information reasonably required by us (the “Identification Information”) and/or (ii) conduct the KYC as outlined in Appendix 7 of the Terms, identify you as the Referrer and to verify any Referral Payment made to you. You shall fully cooperate with us for providing all the Identity Information and the KYC, failing which would result in us withholding and/or forfeiting the Referral Payments made to you, or removing you as one of our Referrer. You also undertake to inform us for any updates, changes or modifications of any identification Information you provide to us for the Referral Payment and the KYC. You shall be responsible for providing accurate and up-to-date Identification Information to us or we may not be able to provide you with or may withhold/forfeit the Referral Payments made to you.
3. Unless you have specifically notified us in writing to the contrary, you will be deemed to have agreed and consented to the collection, use, processing, retention, transfer and disclosure of your Identification Information in the KYC conduct by us in accordance with the provisions of the Terms.
4. If you decide to use the other person’s Identification Information for the purpose of our verification and KYC, you hereby confirm that you have that other person’s authorisation or consent to provide his or her information to us and our collection, use, processing, retention and disclosure of such other person’s Identification Information in accordance with the terms herein. Any person whose Identification Information and other information are provided to us, whether by such person himself or herself or by any person on his or her behalf, shall be deemed to have accepted and agreed to the terms herein, which will be binding upon such person.
5. You shall (regardless of whether you are an existing User of the Platform) upon demand promptly indemnify, protect, defend and hold harmless the Company, its Affiliates and its Third Party Service Providers, and each of their officers, directors, agents, joint venture entities, employees and representatives (collectively “Indemnified Parties”), from and against any losses, damages, costs, expenses (including but not limited to any legal costs and expenses and fines, fees or penalties imposed by any regulatory authority), claims, demands, litigation, arbitration or other proceedings brought by any person against any of the Indemnified Parties arising out of or in connection with any fraud, negligence, default, misconduct or any other act or omission on the part of you or your agents and representatives, if it is found that (i) you engage in fraudulent and unlawful activities of the Platform; (ii) you breached any of the provision of the Terms; and/ or (iii) you engaged in any other activities which causes loss or reputational damages of Wink.