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MEMORANDUM OF UNDERSTANDING

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

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

  1. 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 GoldPro (hereinafter “GPRO”) Token on the Polygon network, holding the network e-wallet address 0xACe7eb41D6BAd44907cdA84A122F052c74cB7826, and is also the creator of the GEM NFT Collection;

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

  1. The Parties acknowledge that while this Memorandum of Understanding (MoU) is primarily intended as a framework for cooperation and does not itself constitute a binding agreement in its entirety, the Parties expressly agree that certain obligations set forth herein, including but not limited to those relating to regulatory compliance, anti-money laundering (AML) and counter-terrorist financing (CTF) obligations, tax obligations, liability disclaimers, indemnification, confidentiality, and dispute resolution, are substantial, material, and intended to be legally binding and enforceable.

  2. The Parties further declare that their commitments concerning compliance with applicable laws, AML/CTF requirements, and other regulatory matters shall be construed as binding obligations that survive any termination of this MoU and remain in full force and effect irrespective of whether a subsequent formal agreement is executed.

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 GPRO TOKENS

1.1 The Vendor shall accept GPRO 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 GPRO TOKENS

2.1. Upon receipt, the Vendor has the discretion to:

    • Retain the GPRO Tokens;

    • Convert the GPRO Tokens into GEM NFTs, when available;

    • Sell the GPRO 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 GPRO Tokens as a method of payment for merchandise and/or services, 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 GPRO Tokens directly. This includes, but is not limited to, manual transactions, the use of dedicated GPRO Token wallets, QR codes, or any other technology or procedure that enables the direct transfer of GPRO Tokens from customers to the Vendor.

3.2 The Vendor is encouraged to implement secure and efficient methods for accepting GPRO 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 GPRO transactions.

4. DISCLAIMER OF LIABILITY

4.1 The Company shall not be liable for any fluctuations in the price of GPRO 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 GPRO Tokens by third parties, e-wallet errors, or loss of secret keys associated with the handling of GPRO Tokens. The Vendor assumes all risks associated with accepting GPRO 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 GPRO 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 GPRO Tokens as a payment medium.

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

4.5 Specifically and/or in addition to the foregoing clause:

4.5.1 The Vendor acknowledges and agrees that it is solely responsible for ensuring compliance with all applicable laws, regulations, and requirements, including but not limited to financial regulations, consumer protection laws, anti-money laundering (AML) and counter-terrorism financing (CTF) obligations, tax laws, and any other applicable legal requirements related to the acceptance, processing, holding, conversion, or disposal of GPRO Tokens.

4.5.2 The Vendor expressly agrees that the Company shall bear no liability, whether direct or indirect, for any failure by the Vendor to comply with such laws, regulations, or requirements. The Vendor shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, affiliates, and representatives from and against any and all claims, demands, damages, losses, penalties, fines, costs, expenses, and liabilities (including but not limited to legal fees) arising out of or related to:

    • The Vendor’s failure to comply with any applicable legal or regulatory obligations.

    • Any enforcement action, investigation, or legal proceeding initiated against the Vendor by any regulatory authority due to the Vendor’s activities related to GPRO Tokens.

    • Any misrepresentation or false declaration made by the Vendor regarding its compliance with applicable laws.

    • Any tax liability, reporting obligation, or regulatory fees arising from the Vendor’s transactions involving GPRO Tokens.

4.5.3 The Vendor further acknowledges that it shall be solely responsible for obtaining any necessary licenses, approvals, or authorizations required to accept, store, or process GPRO Tokens as a method of payment. The Company shall not be liable for any refusal, revocation, suspension, or non-issuance of any regulatory approvals required by the Vendor to operate in compliance with applicable laws.

4.5.4 In the event that any regulatory authority imposes any penalty, sanction, or enforcement action on the Company due to the Vendor’s non-compliance with applicable laws or regulations, the Vendor shall promptly reimburse the Company for any costs, fines, or damages incurred, and shall take all necessary actions to mitigate the impact of such enforcement on the Company.

4.5.5 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 GPRO 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 GPRO 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.

Due to newly imposed regulatory changes and updated requirements by the Government of Ghana regarding the purchase, sale, and export of gold, the minting of new GEM tokens has been suspended. As a result of these regulatory developments and the increased compliance obligations related to precious metals, further conversions to GEM will not be possible until further notice. This action is taken in accordance with the GEM NFT Specific Risks disclosure (refer to the Policy) as well as applicable Ghanaian and international laws.

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