TRADING BROKER PARTNERSHIP AGREEMENT (“Agreement”)

শেষ আপডেট: ১৪/১১/২০২৫

This Agreement govern participation in the KuCoin API Broker Pro Program (the “Program”) operated by KuCoin and/or its affiliates (collectively, the “Company” or “KuCoin”).

This Agreement sets out the framework under which qualified and eligible partners (“Partner” or “Partners”) may engage in co-branding, revenue sharing, and related promotional activities. It clearly delineating responsibilities for development and ongoing financial obligations, as well the rights and duties of each party in accordance with the terms and conditions set forth herein.

The Company and the Partner are also each referred to individually as a “Party” and collectively, the “Parties”.

By clicking “I/We agree to become a KuCoin Broker” (or any equivalent translation thereof) in the designation section, continuing to perform your obligations under this Agreement, or offering related services to KuCoin’s eligible users, you (being the Partner) hereby acknowledge that you have read, understood, and agreed to be bound by this Agreement, together with any amendments, updates or policies applicable to KuCoin brokers (including the Partner), as may be issued or published by the Company from time to time.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Revenue Sharing

1.1 The Partner may earn commissions based on the net trading fees generated by users referred by the Partner and from transactions facilitated through its trading tool(s).

1.2 Subject to the Partner (a) meeting the monthly trading volume thresholds set forth herein, (b) successfully completing the Application Programming Interface (“API”) integration and/or referring users through the Partner’s R-code (as defined below), and (c) fully complying with all terms and conditions of this Agreement, the Company agrees to share with the Partner a specified portion of the revenue generated by such activities (“Revenue”), in accordance with the tiered commission structure based the Broker Commission Table (as defined below) and Revenue Calculation Formula (as defined below) detailed in Appendix B of this Agreement.

1.3 The Partner acknowledges and agrees that (a) only trades executed by users through the Partner’s API with the embedded Broker Tag (as defined below), and/or (b) trades executed independently by users who registered using the Partner’s R-code shall qualify as eligible trades for the purposes of commissions.

1.4 For the purposes of calculating Revenue, the Parties agree that all data and information generated by the Company shall be deemed final, conclusive and binding. The Partner hereby expressly waives any right to dispute, contest or challenge the accuracy or validity of such data or information. Furthermore, the Company shall retain the sole and exclusive right to interpret and apply the Revenue Calculation Formula.

1.5 The Partner shall receive Revenue payouts in USDT processed and credited to the Partner’s designated KuCoin account (“Partner’s Account”) on the following trading day between 12:00 and 23:00 (USDT).

Note: It is imperative that the Know Your Business (KYB) procedures for the aforementioned accounts (particularly, the Partner’s Account) comply, and remain compliant with all applicable laws and regulations, as well as the Company’s requirements, which may be updated from time to time. Failure to adhere to these requirements may result in the Company taking one or more of the following actions without prior notice to the Partner:

a) Suspension or termination of the Partner’s trading activities/privileges

b) Freezing of relevant accounts

c) Rejection of transactions

d) Modification of trading parameters

e) Implementation of emergency restrictions

1.6 For the avoidance of doubt, the Company reserves the right to suspend the payment of Revenue to the Partner in the event of any breach of the terms and conditions of this Agreement. Such suspension will remain in effect until the breach has been fully remedied to the satisfaction of the Company. The Company will provide written notice to the Partner detailing the nature of the breach and any necessary actions required for reinstatement of Revenue payments.

1.7 The Partner shall be solely responsible for all tax obligations, including but not limited to filing, reporting, and payment of any taxes, duties, or levies arising from or related to the commissions earned under this Agreement in any applicable jurisdiction. The Company shall have no liability or responsibility, whether direct or indirect, for the Partner’s tax obligations, compliance with tax laws, or any penalties, interest, or costs associated therewith. The Partner agrees to indemnify and hold harmless the Company, its affiliates, officers, directors, and employees from any claims, liabilities, or expenses arising from the Partner’s failure to comply with applicable tax laws or regulations.

1.8 This Agreement governs all commission-sharing arrangements related to both spot transactions and futures contracts. For the avoidance of doubt, the commission entitlements for each type of transaction shall be calculated separately.

1.9 The terms governing the Trial Period (where applicable and as defined below) of the Partner are outlined in Appendix A of this Agreement.

1.10 Details regarding the tiered commission structure, the Revenue Calculation Formula, and the commission policy under KuCoin API Broker Pro Program are further described in Appendix B of this Agreement.

2.Account and API Usage Security

2.1 The Company reserves the right to suspend access to Partner accounts (including Partner’s Account) and APIs, downgrade Partner commission tier/level, terminate this Agreement and/or claim compensation for any direct or indirect damages, including but not limited to financial losses, reputational harm, or legal fees arising from any of the following events (each an “Event of Default”):

(a) the Partner uses deep linking, web crawlers, bots, spiders or any other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or manipulate any part of the Company information and properties;

(b) the Partner replicates or bypasses the navigational structure or presentation of Company services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Company services;

(c) the Partner attempts to access, directly or indirectly through webpages, APIs, or other means, any part or function of the Company properties, assets, or services without prior authorization, or connect to Company services, any other systems, or networks by hacking, password mining or any other unlawful or prohibited means;

(d) the Partner probes, scans or tests the vulnerabilities of Company services or any network connected to the properties, or violates any security or authentication measures;

(e) the Partner takes any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of Company, or the infrastructure of any systems or networks connected to Company;

(f) the Partner uses any devices, software or routine programs to interfere with normal operation of the Company, or any other person’s use of Company services;

(g) the Partner utilizes the Company services for any illegal purposes;

(h) the Partner engages in, facilitates or encourages the falsification of referral relationships, including but not limited to misrepresentation, identity theft or the use of automated tools or any bulk account registration methods to generate fake or fraudulent accounts, or incentivises users to engage in such conduct; or

(i) any other actions by the Partner that violate applicable laws, regulations, or Company policies, or that otherwise harm the Company’s operation, reputation, or interest.

2.2 In the event that the Partner suspects or becomes aware of any unauthorized use of its account or API Key(s), the Partner shall notify the Company immediately in writing. While the Company is committed to maintaining security through reasonable industry standard protections, the Partner remains solely responsible for implementing necessary security measures and safeguarding its account and APIs at all times. The Company shall not be liable and assumes no liability for any loss or damage arising from any unauthorized use.

3.Term and Termination

3.1 The effective date of this Agreement (“Effective Date”) shall be the date on which the Partner accepts to be bound by the terms and conditions of this Agreement in accordance with the methods set forth herein, upon which a binding partnership relationship shall be deemed to ha e been duly formed between the Partner and the Company.

3.2 This Agreement shall commence on the Effective Date and shall remain in full force and effect on a continuing basis, without the need for renewal, unless and until terminated by either Party in accordance with this Agreement.

3.3 The Partner may terminate this Agreement, with or without cause, by providing thirty (30) days’ prior written notice to the Company of its intention to terminate this Agreement.

3.4 For the avoidance of doubt, the Company reserves the right to terminate this Agreement at any time, with or without cause, without the need for any prior notice.

3.5 Upon termination of this Agreement for any reason, the Partner agrees and undertakes not to take any actions that may harm the reputation, operations, or goodwill of the Company. The Partner further agrees to discontinue any use of, including but not limited to, the Company’s brand, trademarks, APIs, or services.

3.6 The Company may immediately terminate this Agreement by written notice to the Partner upon the occurrence of any of the following events:

(a) the Partner is in breach of an Event of Default or any terms of this Agreement and such breach:

i.is incapable of remedy;

ii. if capable of remedy, remains unresolved after seven (7) days following written notice from the Company; or

iii.occurs repeatedly, regardless of whether remedied, in a manner that harms the Company’s operations, reputation, or interest;

(b) any representation or warranty of the Partner proves to have been incorrect, false, or misleading in any material respect when made or deemed made at any time during the Term;

(c) the Partner uses any the Confidential Information (as defined below), resources, incentives, or benefits provided by the Company to support, promote, or attract business for any third party (particularly, the Company’s competitors). This includes, without limitation, any act of using, sharing, disclosing or ciculating the Confidential Information with such competitors, or otherwise using Company’s resources, incentives, benefits or capabilities to directly or indirectly drive traffic, customers or other business opportunities to any competing platforms;

(d) the Partner engages in illegal or unethical activities, including but not limited to fraud, corruption, or misrepresentation, that impact the Company’s reputation, operations, or interests;

(e) the filing of petition for bankruptcy, insolvency, or other equivalent proceedings or events against the Partner;

(f) the Partner ceases to carry on all or a material part of its business; or

(g) it becomes unlawful for either Party to perform any of its obligations under this Agreement.

3.7 Termination of this Agreement for any reason shall be without prejudice to any rights or obligations accrued prior to termination and shall not destroy or diminish the binding force of any of the provisions of this Agreement which by their nature, or are expressly provided to, come into force on, or continue in force after such termination.

4.Confidentiality

4.1 The Partner agrees that the Partner shall not, without obtaining prior written consent from the Company, disclose to any third party any Confidential Information (as defined below) that may come to the Partner’s knowledge prior to or during the performance of his/her duties under this Agreement.

4.2 The Partner acknowledges that the information disclosed to it by the Company under this Agreement is confidential.

4.3 For the purposes of this Agreement, “Confidential Information” shall mean all Company’s information, and personal data, including any copies, extracts and reproductions which (a) are of a business, commercial, financial, intellectual, marketing, operational, research, scientific or technical nature; or (b) the Company has a business, proprietary or ownership interest in or has a legal duty to protect, and which whether before or after the date of this Agreement, (x) is disclosed in writing, orally or by any other means by or on behalf of the Company to the Partner; or (y) comes to the knowledge of the Partner by any means.

4.4 The Partner shall:

(a) hold all Confidential Information in confidence at all times during the term of this Agreement;

(b) protect all Confidential Information with the same degree of care (in any event, not less than the standard of industry practice) that it uses to protect its own Confidential Information;

(c) not disclose (whether directly or indirectly) the Confidential Information or allow it to be disclosed in whole or in part to any third party without the Company’s prior written consent;

(d) use such Confidential Information only for the purpose set forth in this Agreement, except as may otherwise be previously agreed to in writing by the Company and shall not use, seek to derive benefit or commercial advantage from the Confidential Information in whole or in part other than strictly for the purposes set forth in this Agreement;

(e) not copy, reproduce or otherwise duplicate in any form of such Confidential Information, except for the purpose of this Agreement, or knowingly allow anyone else to copy, reproduce or otherwise duplicate any Confidential Information without the Company’s prior written approval (and the Partner acknowledges that any such copies or reproductions are the property of the Company and shall be returned or destroyed upon the Company’s request or upon termination/expiration of this Agreement);

(f) restrict disclosure of such Confidential Information solely to those authorised representatives of the Partner who have a legitimate need to know, and not disclose it to any other persons;

(g) inform the Company in writing immediately upon becoming aware of any potential or actual breach by the Partner (or its representatives);

(h) advise all agents and representatives who receive such Confidential Information of their obligations under this Agreement with respect to any Confidential Information that is disclosed to them; and

(i) keep separate the Confidential Information from all documents and other records of the Partner.

4.5 The Partner may disclose Confidential Information when it is required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.

4.6 In the event that the Partner becomes legally compelled to disclose any of the Confidential Information pursuant to Clause 4.5 above, the Partner shall, as soon as reasonably practicable, unless expressly prohibited by law:

(a) provide the Company with prompt written notice of the requirement to disclose, allowing the Company to take appropriate steps to prevent such disclosure;

(b) refrain from disclosing the Confidential Information until the Company has had a reasonable opportunity to assess the situation and determine an appropriate course of action; and

4.7 Save for disclosures required by law, a court of competent jurisdiction, a governmental or regulatory body or any relevant stock exchange, the Partner shall not make any public statements or press announcements relating to the Company or the terms of this Agreement or any other agreements hereby contemplated herein without the prior written consent of the Partner.

4.8 Upon the termination of this Agreement, the Partner shall promptly, in no event exceeding seven (7) days of the date of termination, return or procure the return to the Company or, as the Company may require, destroy or procure the destruction of any and all materials containing the Confidential Information together with all copies. The provisions of this Clause 4 shall survive termination of this Agreement.

5.Limitations on Liability; Indemnification

5.1 The Company hereby expressly disclaims and shall not be liable under any circumstances for any and all damages, losses, costs, expenses, claims, or liabilities (collectively "Damages") arising from or related to trading and market risks (such as market volatility, partial or incomplete trade executions, inaccurate or delayed market data, order execution delays or failures, price slippage, trading algorithm performance, cryptocurrency network congestion and blockchain-related transaction complications, etc), technological system limitations (platform downtime or unavailability, system maintenance interruptions, cybersecurity incidents, network connectivity issues, API integration problems, third-party service disruptions, data transmission errors, software or hardware failures, electronic communication interruptions, etc) as well as financial and transactional risks (such as wallet address misconfigurations, unauthorized account access, margin call liquidations, cryptocurreny network forks, protocol changes affecting trading, fund transfer errors, etc).

5.2 The Partner shall ensure that its users understand and acknowledge the following important risk disclosures related to cryptocurrency trading:

(a) Cryptocurrency trading involves significant financial risks that may result in substantial losses.

(b) Past performance is not indicative of future results, and there is no assurance that any investment strategy will be successful.

(d) The Company makes no warranties or guarantees regarding investment success or profitability.

(e) Market conditions can change rapidly and without warning, which may impact trading outcomes.

(f) Inherent technological and financial risks are associated with cryptocurrency trading, which users should fully consider before engaging in such activities.

(g) Its users are solely responsible for assessing their financial situation, investment objectives, and risk tolerance, and for making independent trading decisions. The Company assumes no liability for users’ trading actions or their outcomes.

(h) High market volatility and potential illiquidity in cryptocurrency markets may result in significant price fluctuations or the inability to execute trades in a timely manner.

(i) Regulatory or legal changes may affect the legality, stability, and operation of cryptocurrency trading. Users are responsible for staying informed of such changes.

(j) Users should be aware of the technological risks associated with cryptocurrency trading, including but not limited to wallet or account security vulnerabilities, hacking incidents targeting exchanges, blockchain network congestion, and smart contract vulnerabilities.

(k) Users explicitly acknowledge that all trading risks are borne solely by them, and the Company shall not be held liable for any trading activity or resulting losses under any circumstances.

5.3 Notwithstanding anything in this Agreement or otherwise to the contrary, the Company shall not be liable to the Partner or to any third party for any losses, damages, lost profits, any loss of business or any indirect, consequential, incidental or special losses or damages of any kind or nature whatsoever howsoever caused.

5.4 The Partner shall indemnify and keep the Company, its affiliates and each of their directors, officers employees, agents and/or representatives (each an “Indemnitee”) indemnified, from and against any and all claims, suits, threats, demands, actions, causes of action, liabilities, damages and all costs, expenses and attorney fees resulting from or arising out of (i) any breach of the terms, conditions, representations and warranties, undertakings and/or obligations made by the Partner under this Agreement or (ii) the use of the trademarks, logos and intellectual property rights of the Company and/or its affiliates.

6.Representations and Warranties

6.1 The Partner hereby agrees to make the following representations and warranties to the Company that:

(a) the execution and delivery of this Agreement have been duly and properly authorised;

(b) it has full power and lawful authority to execute and deliver this Agreement and to perform its obligations under this Agreement;

(d) it has obtained all necessary permits, licences or approvals from relevant regulators;

(e) the Partner (and will procure and ensure its users) shall, at all times, comply with all applicable laws and regulations, including but not limited to laws related to anti-money laundering, counter-terrorism financing, data protection, privacy, and consumer protection;

(f) the entry into and performance of the terms of this Agreement does not and will not give rise to a breach of any relevant law, regulation, its organizational or internal policies or any agreements, documents and/or instruments to which it is a party or by which its assets are bound;

(g) no lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of its knowledge, threatened, against it that would affect in any way its ability to enter into or perform all or any of its obligations under this Agreement;

(h) it is financially solvent, has not filed for bankruptcy, and there is no ongoing or threatened insolvency proceeding, liquidation, or similar event that would affect its ability to fulfil its obligations under this Agreement; and

(i) it shall conduct all activities under this Agreement in an ethical and lawful manner, and it has not engaged and will not engage in any form of bribery, corruption, fraud, or other unethical conduct in connection with its obligations under this Agreement.

6.2 The Partner shall promptly notify the Company in writing of any changes to the representations and warranties outlined in Clause 6.1 above. Such notification must be made without undue delay and should include sufficient detail to enable the Company to assess the implications of the changes and to determine any actions or measures necessary in connection with this Agreement.

7.Intellectual Property

7.1 The Partner acknowledges and agrees that the Company (or its affiliates) is the sole owner and proprietor of the “KuCoin” brand, all trading algorithms, and all intellectual property rights, whether existing now or developed in the future, embodied in or used in relation to any services, products or platforms of the Company (or its affiliates).

7.2 All intellectual property rights developed solely by one Party without any input, collaboration or contribution from the other Party shall remain the sole and exclusive property of the first Party, and the first Party shall retain all rights, interest and title thereto. Any intellectual property rights developed by the Company or jointly by Parties in connection with this Agreement shall be the property of the Company. Nothing in this Agreement shall be construed as granting the Partner any ownership or proprietary rights, licenses, or permissions to use, modify or exploit the Company’s intellectual property rights, except as explicitly provided under this Agreement, or as expressly authorized in writing by the Company.

7.3 The term "intellectual property rights" used in this Agreement includes but is not limited to any patent, copyright, design right, trade mark, service mark, trade dress, trade name, goodwill, geographical indication, graphical user interface, image rights, moral rights, integrated circuit layout-design right, know-how, confidential information, trade secret, any application (whether pending, in process or issued) for any of the foregoing, and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed. For the avoidance of doubt, "intellectual property rights" also include rights in and to any improvements, modifications, customizations, or derivative works based on the foregoing.

7.4 The Partner shall ensure full compliance with all applicable laws, regulations, and industry standards, and shall refrain from engaging in any illegal, immoral, or unethical activities. Furthermore, the Partner shall not engage in, be associated with, or cause any actions, behaviours, or circumstances that, in the Company’s reasonable opinion, may negatively affect or harm the Company, its branding, reputation, or goodwill. This includes, but is not limited to, any actual or alleged criminal activities, fraudulent conduct, or other forms of wrongdoing.

8.Governing Law and Dispute Resolution

8.1 This Agreement shall be construed and enforced in accordance with the laws of Singapore.

8.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Agreement. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

9.Force Majeure

9.1 Neither Party shall be liable for any loss, delay or damage suffered or incurred due to riots, acts of state or governmental authorities, acts of terrorism, acts of God, war, government actions, outbreak of diseases, pandemics, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy or any other cause which is beyond the reasonable control of the Party (each a “FM Event”).

9.2 The failure or delay of any Party to perform any obligation under this Agreement solely due to any FM Events shall not be deemed a breach of this Agreement; PROVIDED, however, that the Party shall make all reasonable efforts to minimize the impact of the FM Event and continue to perform its obligations to the extent practicable under the circumstances.

9.3 Except where the nature of the event shall prevent it, the Party suffering such FM Event shall notify the other Parties in writing as soon as possible after the occurrence of the FM Event and shall use its best efforts to remove or remedy such cause with all reasonable dispatch.

10.Third parties

10.1 This Agreement is entered into solely between the Parties and does not confer any rights, benefits, or entitlements on any third parties (including users of the Partner), except for the Indemnitees as expressly stated herein.

10.2 Except with respect to the Indemnitees, no person who is not a party to this Agreement shall have any right to enforce or rely upon any term of this Agreement under the Contracts (Rights of Third Parties) Act 2001 or otherwise.

11.Miscellaneous

11.1 Assignment. Except as expressly provided herein, the Partner shall not assign novate, transfer or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. Notwithstanding the foregoing, the Company may assign its rights under this Agreement to any of its affiliates without the prior written consent of the Partner.

11.2 Independent Partner. Nothing in this Agreement shall be construed or interpreted as creating a relationship of employer and employee, partnership (including quasi partnership), principal and agent, joint venture, or any other relationship of association or fiduciary duty between the Parties. The Parties agree that the Partner is, and at all times during the term of this Agreement, shall remain, an independent partner of the Company.

11.3 Entire Agreement. This Agreement, including all appendices heretoand policies applicable to the Program and KuCoin brokers, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, communications, understandings and agreements between the Parties relating to the subject matter of this Agreement and all prior drafts of this Agreement. Each appendix attached to this Agreement, shall be deemed an integral part of this Agreement and shall have the same legal force and effect as if set forth in the main body of this Agreement, unless expressly stated otherwise herein.

11.4 Counterparts. This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each Party may enter into this Agreement by signing any such counterpart and each counterpart shall be as valid and effectual as if executed as an original.

11.5 Amendments – Waivers. This Agreement may be amended, modified or supplemented, and any of the terms, covenants or conditions hereof may be waived, only by a written instrument duly executed by the Parties hereto, or in the case of a waiver, by the Party waiving compliance. This also applies to any amendments and modifications of this written form clause. Except as expressly provided herein, any waiver by any Party of any condition, or of the breach of any provision, term or covenant contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as furthering or continuing waiver of any such condition, or of the breach of any other provision, term or covenant of this Agreement.

11.6 Severability. If any provision of this Agreement is held or declared invalid or unenforceable, in part or in whole, by any court, governmental or regulatory authority or arbitration proceedings, such invalidity or unenforceability shall not affect in any way the validity or enforceability of the remaining provisions of this Agreement. Whenever feasible, such invalid or unenforceable provision shall be automatically deemed amended to the extent necessary to render it valid and enforceable. In any event, the Parties shall use their best efforts to agree upon a valid and enforceable provision that serves as a reasonable substitute for such invalid or unenforceable provision, in light of the purpose of this Agreement and the original provision. Upon so agreeing, such substitute provision shall be incorporated into this Agreement.

11.7 Binding Effect & Successors-in-title. This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and, subject to the terms and conditions of this Agreement, the respective heirs, successors and assigns of the Parties.

Appendix A: Trial Period

The Parties agree to enter a trial period of two (2) calendar months (or such other period as may be determined by KuCoin at its sole and absolute discretion) (“Trial Period”) following the completion of API integration. During the Trial Period, the Partner shall receive a fixed commission rate as may be mutually agreed between the Parties in writing in good faith, with no assessment of the trading volume applied to the Partner.

Upon the conclusion of the Trial Period, the Partner’s performance will be assessed in accordance with the terms outlined in Clause 1 of the Agreement.

Appendix B: KuCoin API Broker Pro Program

This Program empowers third-party broker platforms with a wide range of solutions designed to enhance their product offerings. It allows a combination of commission-sharing from users' trading activity, with opportunities for users' referrals.

KuCoin broker partners (including the Partner), acting as a broker, shall be entitled to marketing support and may earn commissions by:

(1) providing trading toolkits, strategies, or bots to both retail and professional traders; and/or

(2) inviting various types of users and brokers to join KuCoin.

Below are the key benefits of becoming a KuCoin broker partner:

(1) Earn Reliable Yields

The Partner shall be entitled to a share of commissions based on the following scenarios, with the tiered commission structure further detailed in the Broker Commission Table set out below:

(a) Scenario A: users who did not register with KuCoin using the Partner’s R-code (as defined below) but use the Partner’s API for trading: 40% to 55% of commissions;

(b) Scenario B: users who successfully signed up with KuCoin using the Partner’s R-code and trade through the Partner’s API: 40% to 70% of commissions ;

(c) Scenario C: users who successfully signed up with KuCoin using the Partner’s R-code but trade independently (i.e. without using the broker’s API): 40% to 70% of commissions; or

(d) Scenario D: users who signed up with KuCoin through another broker, affiliate, Key Opinion Leader (KOL), or referrer (not the Partner’s R-code) (collectively, “Other Referrer(s)”) but use the Partner’s API for trading: 40% to 55% of commissions. By default, the total commission payable under this scenario is split 50:50 with the Other Referrer. If the Other Referrer or the Partner wish to adjust this commission-sharing ratio, they must provide written proof of mutual agreement, with details of adjustment to the designated KuCoin team for modification. The Company reserves the right to approve or reject such adjustment at its sole discretion.

For avoidance of doubt, the commission rates vary by broker level, determined by monthly trading volume in USDT.

Broker Commission Table
Broker Level	Monthly Volume KPI (in USDT)	Non-Affiliated Users	Affiliated with the Partner (using the Partner’s R-code)		Affiliated with the Others (using the Other Referrer’s R-code)
Spot		Users Trade via the Partner [Scenario A]	Users Trade via the Partner [scenario B]	Users Trade Independently [scenario C]	Users Trade via the Partner [scenario D]
Level 0	0	0%	50%	40%	0%
Level 1	500,000	40%	50%	40%	40%
Level 2	10,000,000	45%	55%	45%	45%
Level 3	25,000,000	50%	60%	50%	50%
Level 4	100,000,000	55%	70%	70%	55%
Futures		Users Trade via the Partner	Users Trade via the Partner	Users Trade Independently	Users Trade via the Partner
Level 0	0	0%	50%	40%	0%
Level 1	1,000,000	40%	50%	40%	40%
Level 2	20,000,000	45%	55%	45%	45%
Level 3	50,000,000	50%	60%	50%	50%
Level 4	200,000,000	55%	70%	70%	55%

(2) The commission tier is determined monthly based on the cumulative trading volume from the previous month, subject to change on a monthly basis.

(3) Brokers may earn commissions ranging from 40% to 70%, depending on their users’ cumulative trading volume in the previous month. New brokers generally start at a commission rate of 40%, which may be negotiable if they have secured higher rates from other top leading exchanges.

(4) The commission amount is calculated as the net trading fee paid by each user multiplied by the applicable commission rate and in the case of Scenario D, by default, further multiplied by fifty percent (50%) (or other percentage as the Partner and the Other Referrer may mutually agreed from time to time). The net trading fee reflects the actual fee paid after deductions, including discounts for using KCS tokens, counterparty market maker rebates, and any other similar situations (e.g. using discount coupons) determined by the Company at its sole and absolute discretion. The Revenue Calculation Formulas are as follows:

(a) Scenarios A, B and C

Revenue = ∑ {(Net Transaction Fee Paid by Partner User - Discounts Awarded to User¹) × Applicable Commission Rate}

(b) Scenario D

Revenue = ∑ {(Net Transaction Fee Paid by Partner User – Discounts Awarded to User) × Applicable Commission Rate × 50% (or such other percentage as mutually agreed)}

[1] Discounts Awarded to User encompass various forms of trading fee reductions, including trading fee discount vouchers, points, KCS tokens, and other fee deductions arising from Company operational activities (collectively, “Discounts”). The amount of Discounts Awarded to User is variable and depend on factors such as the trading performance of users on the Partner’s platform. The amount if discount awarded is not fixed and is beyond the control of either Party.

(5) Spot and futures trading assessments are conducted separately for each broker.

(6) For the first two (2) calendar months (or for any alternative period reasonably determined by KuCoin) following API integration, brokers are exempt from assessments, allowing them to focus on business growth.

(7) Unless otherwise specified in this Agreement (e.g. Clause 1.5), commissions shall be distributed automatically on a daily basis, with a delay of one (1) calendar day.

(8) Commission sharing shall only apply to trading fee revenue from users within the applicable VIP tiers, as determined and published by KuCoin on its official website. Trading fee revenue derived from users exceeding the highest applicable VIP tier shall not be eligible for commission sharing under any circumstances. The Company reserves the right, at its sole discretion, to amend, update and publish VIP tier thresholds and criteria for inclusion or exclusion of trading volume, by providing written notice to brokers.

(9) A referral relationship is NOT mandatory under the Program. Users are not required to register via the broker's R-code. Upon onboarding, brokers receive: (i) R-code (used to establish a referral relationship. Brokers must instruct prospective users to use this R-code during registration to validate the referral; otherwise, no referral relationship is recognized) and a Broker Tag (An exclusive identifier embedded in API requests to attribute transactions to the broker). Brokers may earn commissions, as outlined in the Broker Commission Table (referenced above), when users execute trades through the broker’s API utilizing the embedded Broker Tag, or when referred users register using the broker’s R-code but trade independently. Any unauthorized modification, substitution, or injection of Broker Tags, or any attempt to do so, will invalidate associated commissions and constitute a material breach of this Agreement.