Memorandum of Understanding

Strategic Partnership Agreement

This Memorandum of Understanding (MoU) is entered into between PrepayWay AG, Haldenstrasse 5, CH-6340 Baar, Switzerland, and its various subsidiaries (hereinafter referred to as “PrepayWay”), and the Real Estate Professional, jointly referred to as “the Parties”.

1. Purpose

1. PrepayWay is developing software applications, including blockchain-based smart contracts, to simplify national and international real estate transactions. The Real Estate Professionals are interested in testing these applications and in using them, once they are operating to mutual satisfaction, for a variety of real estate transactions, including but not limited to reservation agreements, purchase and sale agreements, rental agreements, etc.
2. The MoU sets out the terms for a strategic partnership between the parties. PrepayWay will grant access to its applications to the Real Estate Professionals in exchange for feedback how the applications may need to be improved and how they should be priced to perfectly meet the needs of the industry.

2. Scope

The MoU covers all applications PrepayWay is currently developing and may develop in the future for the real estate industry in any country or region of the world.

3. Mutual Expectations and Benefits

1. Specific obligations by PrepayWay to transfer a certain amount of tokens or access rights to the Real Estate Professionals, or any obligations of the Real Estate Professionals to make use of PrepayWay applications for specific customer transactions, are not created by this MoU and would have to be agreed upon separately in the future.
2. By this MoU, the Parties merely agree to work together to gain a broader understanding of each other’s needs and how the PrepayWay applications have to be designed to meet those needs.
3. The Real Estate Professionals are entitled to make reference to the strategic partnership with PrepayWay in their marketing, for example, to demonstrate that they are actively pursuing a further internationalization of their business and that they are exploring cutting-edge technology to bring additional benefits to their customers. Similarly, PrepayWay is entitled to make reference to the strategic partnership with the Real Estate Professionals in its own marketing, for example, to demonstrate that it is actively building industry connections and recruiting potential users for its applications. Both Parties are entitled to use each other’s names and logos for these purposes.
4. Once PrepayWay offers free of charge trial access to its applications to the Real Estate Professionals, the latter will examine whether the applications are suitable for their needs and communicate to PrepayWay why this is or is not the case. PrepayWay may ask the Real Estate Professionals to participate in events at trade fairs, other networking events, webinars, and the like, to provide their feedback to a wider audience. If the Real Estate Professionals agree to participate in such events, PrepayWay will offer to cover reasonable expenses and grant additional tokens or access rights for further tryouts.

4. Communication

1. The Parties agree that communication related to the Strategic Partnership can generally be conducted by e-mail. Messages from the Real Estate Professionals to PrepayWay shall be addressed to Natalia Solovjova, [email protected]. Messages from PrepayWay to the Real Estate Professionals shall be addressed to the email address from which the confirmed consent to collaboration was received.
2. In contrast to general messages under 5.a., any communications in the future that would be intended to create binding obligations, in particular, contract offers or acceptances, shall be sent by e-mail to the same persons and confirmed by the recipients within 24 hours. If confirmation is not received by the sender within 24 hours, these communications shall be resent by courier or by registered mail with delivery confirmation to become effective. In urgent cases, these communications can be sent simultaneously by e-mail and courier or registered mail with delivery confirmation.

5. Intellectual Property and Data Protection

1. This MoU does not grant a license for the use of intellectual property with the exception of the use of the Parties’ names and logos referred to in paragraph 4.c.
2. The Parties agree to protect any customer data in accordance with the General Data Protection Regulation (Reg. 2016/679) of the European Union.

6. Liability

This MoU does not create rights or obligations that could lead to a liability of either of the Parties to the other.

7. Commencement, Duration and Termination

The strategic partnership becomes effective immediately with the exchange of this MoU. It shall be of unlimited duration. The strategic partnership can be terminated at any time by any Party giving 30 (thirty) calendar days of notice.

8. Applicable Law and Dispute Settlement

The Parties agree that the Strategic Partnership created by this MoU shall be subject to equitable rules and customs as expressed in the Common Frame of Reference of the European Union. Any disagreements between the Parties will be resolved amicably. If either side feels that negotiations cannot achieve an amicable resolution, it may call upon independent mediators or arbitrators to settle the dispute pursuant to the MedArb rules of the International Smart Mediation and Arbitration Institute.