Project MoU

Memorandum of Understanding

This Memorandum of Understanding ("MoU") is entered into by and between:

1. Intract Tech Pte. Ltd., a company incorporated under the laws of Singapore with an address at 20A Tanjong Pagar Road Singapore (088443) (hereinafter referred to as “Intract”) and

2. You individually or the legal entity or third party on whose behalf you are accessing the Intract Platform (hereinafter referred to as the “Project”).

Each shall individually be referred to as a Party and together as Parties.

This MoU is not exhaustive, and the tone of any relationship under the guidance of the MoU will be collaborative and iterative, based on mutual understanding, save the Purpose and Obligation (Clause 1.5 and 1.6), Marks and Logos (Clause 3), and Applicable Laws and Jurisdictions (Clause 4), which shall be legally binding between the Parties.

Therefore, in consideration of the mutual covenants, terms, conditions, and understandings set forth in this MoU, the following has been agreed between the Parties:

Purpose and Obligations

The purpose of this MOU is to express the willingness of both Parties to engage and enter into a collaboration to promote each other’s business.

Intract shall launch Project Campaigns on its platform in the form of Quests. The Quests may be designed by the Project itself or at the Project’s request by Intract. (“Campaign”)

The Project shall ensure all material and information required by Intract is provided to Intract on time.

The Project shall further publicise the Campaign (as per Intract’s instructions) and make best efforts to promote its collaboration with Intract.

The Project warrants that it has read and agrees to the Terms of Use, Privacy policy, Community Guidelines and all the policies associated with the usage of the Intract Platform at: https://intract.gitbook.io/website-policies (the “Terms”).

If the Quest (at the Project’s request) in involves an element of crypto assets, Tokens or chain transactions, the Project agrees to all the terms as provided in Annexure I. This Clause is legally binding on both the Parties.

Term and termination

This MoU shall be operational upon signing and shall continue till all post-Campaign and Quest marketing activities end.

Use Of Marks and Logos

Each Party grants the other on the terms contained herein a non-exclusive, non-transferable, non-assignable and royalty-free licence (the “Licence”) to use its Marks for the term of this MoU only to be used in accordance with the terms of this MoU for advertising, and branding purposes.

For the purpose of this MoU, the term Marks refers to all trademarks, service marks, trade dress, trade names, domain names, corporate names, brand names, product names, proprietary logos, proprietary symbols, and other indicia of origin provided by a party to the other from time to time in connection with this MoU.

Applicable Laws and Jurisdiction

This MoU, and the negotiations between the Parties, and all disputes or claims arising out of or in connection with them or their subject matter or formation (including any non-contractual disputes, claims, matters or obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Singapore. Any dispute, controversy or, claim or difference of any kind whatsoever arising out of, relating to or in connection with this MoU, including the existence, validity, interpretation, performance, breach or termination thereof, the validity, scope and enforceability of this arbitration provision and any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Delhi International Arbitration Centre (“DIAC”) in accordance with the DIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. The seat of arbitration shall be Delhi. Intract retains the right to bring any dispute against the Project in any venue or court of competent jurisdiction, including the obtaining of injunctive relief in the courts of any jurisdiction, as determined in the sole discretion of Intract.

Digital Signing

This MoU may be signed or agreed to digitally when the Project clicks on “Register”, “Sign-Up”, “Login”, or performs actions of similar nature. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a You with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law.

Annexure I

A Project creating a Quest (or requesting Intract to create a Quest) that involves an element of Tokens or on-chain transactions agrees to the following legally binding terms.

Wallet For Rewards

The Project understands and agrees that any crypto assets or Tokens that the Project intends to be used as rewards for the Users participating in the Quest shall be held in a wallet created for the purpose of the Quest.

All assets in the wallet (including Tokens) are operated by the means of a smart contract wherein the reward is automatically disbursed to the User after the verification of the User’s completion of the Quest.

Post the Campaign, the Project can claim all the unused assets.

Intract does not assume custody of any assets at any time.

Warranties

The Project warrants that:

It has full power and authority to enter into this MoU and fulfil and perform its obligations contemplated in this MoU.

It shall meet any and all legal, regulatory and codified conduct requirements under the local laws with respect to the operation and issuance or use of any assets, chain, network, code or software it intends to use in order to create or help Intract create the Quest or reward users.

If the Quest requires the use of any Tokens as a reward for the Users, or to interact or perform any transaction on-chain, the Project warrants that it possesses all necessary legal authority and licences to issue, own, and or operate the Tokens or chain. The Project further warrants that these Tokens are either registered or are supported by a legal opinion confirming their exemption from any legal or regulatory requirements. In the event that any such non-compliance leads to a claim or causes damages against Intract, the Project agrees to indemnify and hold Intract harmless from any resulting liabilities, losses, or expenses.

There are no actions, suits, show cause notices, claims, investigations or proceedings by any person or government, nor any arbitration, legal proceedings pending, or threatened before any court, tribunal or governmental authority in progress which shall restrict, or prohibit the execution of this MoU or question the validity, binding effect or enforceability of this MoU; or prevent it from fulfilling its respective obligations set out in this MoU or arising from this Agreement.

Indemnification

To the fullest extent permitted by applicable law, the Project will indemnify, defend and hold harmless and reimburse the Company, its Affiliates, and their respective directors, officers, agents, employees, shareholders, successors and assigns from and against any and all actions, proceedings, claims, damages, loss, demands and actions (including without limitation fees and expenses of counsel), incurred by Intract arising from or relating to:

the Project’s breach of or violation of this MoU or the Terms;

the Project’s violation of any applicable laws in relation to the Project’s use of the Platform and participation or creation of Quests;

any inaccuracy in any representation or warranty of the Project;

the Project’s violation of any rights of any other person or entity;

the Project’s provision of false, incomplete or misleading information (including, without limitation, citizenship, residency, nationality or place of incorporation); and

any enquiries or enforcement actions by relevant regulatory or supervisory Governmental Authorities directed at the Company or the Project in relation to the Project’s participation or creation of the Quest or the use of the Project’s assets.

The Project will cooperate fully in the Company’s defence of any allegation of any third-party legal proceeding. The Company reserves the right to exercise sole control over the defence, at the Project’s expense, of any claim subject to indemnification.

Obligation to provide information in the future

The Project agrees that during the term of this MoU and for 5 (five) years after that, Intract may request the Project for any information or documents to substantiate the Project’s warranties under Clause 2 of Annexure I of this MoU.

The Project may also be required to furnish certain KYB (“Know Your Business”) or KYC (“Know Your Customer”) documents to establish the identities and Ultimate Beneficial owners of the Project or its various entities.

The Project agrees to provide the information or documents.

Provided that the timeline given in Clause 4.1 of Annexure I of this MoU is subject to directions or orders from any legal or government authority.

Remedies

The Project acknowledges that Intract will suffer immediate, material, immeasurable, continuing, and irreparable damage and may not have adequate monetary remedies if the Project breaches the terms of this MoU. The Project acknowledges that notwithstanding anything else in this Mou, Intract will be entitled to institute and prosecute proceedings in any court of competent jurisdiction to prevent the Project from violating any contractual or legal obligation or to compel the performance of the Project’s obligations hereunder. The Project agrees that Intract shall not be required to post a bond or other security for seeking injunctive relief. Relief of injunction and/ or specific performance shall be in addition to any remedy for damages to which Project may be entitled.