MoU

This Memorandum of Understanding (henceforth “the MoU”) is made effective as of the date of acceptance by the parties.

BETWEEN:

(1) The Vendor, a company incorporated under the laws of its respective country, with its registered address and registration number as specified by the Vendor (hereinafter called the “Vendor”);

and –

(2) IPMB BULLION SRO, a company incorporated under the laws of the Czech Republic with its registered address at Chudenicka Str., No. 1059/30, Hostivar, ZIP 102 00, Prague, Czech Republic, and registration number 197 96 901 (hereinafter called the “Company”);

Each is referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS:

1. The Company is regulated by the Czech Republic under Act No. 253/2008 Coll., on Certain Measures against Money Laundering and Terrorist Financing, and by the Czech National Bank as a Virtual Asset Service Provider (VASP). The Company is the issuer and/or owner and/or entity promoting and/or managing the IPMB Token on the Polygon network, holding the network e-wallet address 0xFF22c94FFb6bB5d1DF18bEb5fd1dFE7583D3B214, and is also the creator of the GeM NFT Collection;

2. The Vendor desires to accept IPMB Tokens as a method of payment for merchandise sold through their website, e-shop, or other digital platforms without restrictions on the type of merchandise;

NOW, THEREFORE, this MoU witnesseth that in consideration of the premises and mutual covenants and agreements hereinafter contained, it is agreed by and between the Parties hereto as follows:

1. ACCEPTANCE OF IPMB TOKENS

1.1 The Vendor shall accept IPMB Tokens as a direct method of payment for all merchandise offered for sale on their website, e-shop, or any other sales platform.

2. HANDLING OF IPMB TOKENS

2.1 Upon receipt, the Vendor has the discretion to:

• Retain the IPMB Tokens;

• Convert the IPMB Tokens into GeM NFTs, when available;

• Sell the IPMB Tokens directly back to the Company OTC at market rates;

• Any other action and/or conduct that any holder of such tokens and/or NFTs could do or not do.

3. PAYMENT GATEWAY INTEGRATION

3.1 The Vendor agrees to accept IPMB Tokens as a method of payment for merchandise, not only through the integration of a payment gateway on their digital sales platforms but also through any other method or process that facilitates the acceptance of IPMB Tokens directly. This includes, but is not limited to, manual transactions, the use of dedicated IPMB Token wallets, QR codes, or any other technology or procedure that enables the direct transfer of IPMB Tokens from customers to the Vendor.

3.2 The Vendor is encouraged to implement secure and efficient methods for accepting IPMB Tokens to ensure a seamless transaction process for their customers, adhering to best practices in cryptocurrency transactions and cybersecurity.

3.3 The Vendor shall use a reputable payment gateway with strong security protocols for IPMB transactions.

4. DISCLAIMER OF LIABILITY

4.1 The Company shall not be liable for any fluctuations in the price of IPMB Tokens or for any losses incurred by the Vendor or their customers as a result of such fluctuations.

4.2 The Company shall bear no liability for potential thefts of IPMB Tokens by third parties, e-wallet errors, or loss of secret keys associated with the handling of IPMB Tokens. The Vendor assumes all risks associated with accepting IPMB Tokens as payment, including but not limited to the risks of digital currency volatility, security breaches, and operational errors.

4.3 The Vendor acknowledges the inherent risks associated with digital currency transactions and e-wallet management and agrees to implement and maintain robust security measures to safeguard their and their customers’ assets. The Vendor’s decision to accept IPMB Tokens as payment is made with full understanding of these risks, and the Company is hereby absolved of any responsibility whatsoever related to the Vendor’s use of IPMB Tokens as a payment medium.

4.4 The Vendor acknowledges and agrees that they are responsible for understanding and complying with all applicable tax laws, regulations, and requirements related to the transactions anticipated or outlined in this MoU or related to IPMB tokens. The Company disclaims all liability relating to any tax obligations or requirements arising from any transactions anticipated or outlined in this MoU.

4.5 The Vendor shall provide the Company with any tax documentation needed to report transactions and any other document the Company may reasonably require to ensure compliance with its regulatory and reporting obligations.

5. KYC/AML DUE DILIGENCE

5.1 The Company will perform Know Your Customer (KYC) and Anti-Money Laundering (AML) checks on the Vendor before accepting them as a partner.

6. NATURE OF THE MOU AND DISPUTE RESOLUTION

6.1 Both parties recognize that this MoU is a statement of mutual intent made in good faith and is not legally binding. No legal obligations are created as a result of this MoU. The MoU serves as a framework for the collaboration between the Company and the Vendor regarding the acceptance of IPMB Tokens as a method of payment.

6.2 In case of a dispute, the parties agree to negotiate in good faith to find a mutual solution. If a resolution cannot be reached through negotiation, the parties may seek to resolve the dispute through mediation or arbitration under mutually agreed terms.

6.3 The governing law applicable to this MoU shall be the laws of the Czech Republic.

7. TERM AND TERMINATION

7.1 This MoU shall be effective for a term of one (1) year from the date of acceptance, with an option for renewal upon mutual agreement of the Parties.

7.2 Either Party may terminate this MoU with thirty (30) days written notice to the other Party, or immediately a) in the event of a breach of the terms of this MoU by the other Party, or b) in case the Vendor fails to pass the relevant KYC and AML checks as determined by the Company in its sole discretion.

8. CONFIDENTIALITY

8.1 Any confidential information shared between the Parties shall be subject to the terms of a separate Non-Disclosure Agreement (NDA), which shall be executed concurrently with this MoU.

9. MARKETING AND REPRESENTATIONS

9.1 The Vendor shall accurately represent IPMB Tokens and their functionalities to their customers.

9.2 The Vendor is encouraged to include a volatility disclaimer on their checkout page to inform customers about the inherent risks associated with digital currency transactions.

10. MISCELLANEOUS

10.1 This MoU may be amended or modified only by a written agreement signed by both parties.

10.2 The MoU will be agreed to by authorized representatives of each Party by ticking the acceptance box.

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Understanding as of the date of acceptance by ticking the acceptance box.