Public Commission Agreement

This public commission agreement (hereinafter “Agreement”) between: the “Principal” on the first part and the “Agent” DIAMORE LIMITED Company Number: 15596401 Incorporated according to the UK legislation on the second part

WHEREAS, this Agreement should consider as public agreement concluded between the Agent and any natural or legal person (the Principal), accepting the terms of this Agreement,

WHEREAS, upon the terms and conditions set forth herein, the Principal wishes to compensate the Agent for the provision of certain services,

WHEREAS, the Agent desires to be so compensated,

NOW, THEREFORE, in consideration of these premises, the mutual covenants and undertakings herein contained, the Principal and the Agent, each intending to be legally bound, covenant and agree as follows:

1. Scope of the contract and concluding the Agreement

1.1. The Parties hereby agree that the Principal being the user of Diamore Platform (located at: diamore.co) and utilizing it`s services authorizes the Agent to transfer the Asset, which user obtain with the help of Diamore Platform, for storage to an Authorized Storage, and in consideration thereof, the Principal undertakes to compensate the Agent in the order and amount specified in cl 3 of the Agreement.

1.2. The Parties agreed that other conditions which are not regulated by Arrangement should be additionally governed by Diamore`s Platform Terms of Use (link on the terms) 

1.3. The Principal hereby grants the Agent the right to conclude a storage agreement with an Authorized Storage on behalf of the Agent and in the interests of the Principal. An Authorized Storage must be chosen at the discretion of the Agent.

1.4. The fact of the Asset being in an Authorized Storage is confirmed by an NFT, which serves as a digital voucher for obtaining the Asset. In the event of the sale of the Asset (novation), the NFT must be transferred to the new Owner of the Asset. 

1.5. Novation can be brought about in the way where, by the effect of the sale of the Asset, a new Owner is substituted for the old one.

1.5. The Agreement is concluded by performing the following actions:

1.5.1. The Diamore Platform user (the Principal according to this Agreement) wishing to transfer the Asset for storage to an Authorized Storage must select the appropriate service on the Platform, in accordance with the offered terms and tariffs.

1.5.2. The Principal's confirmation of agreement with the terms of this Agreement may also occur through the payment of compensation in accordance with cl 3 of the Agreement.

1.5.3. At the moment of performing the specified actions, the User is considered to have accepted the Offer and concluded this Agreement with the Platform.

2. Governing law

2.1. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

3. Payment

3.1. Payment under the Agreement includes payment for the following:

1. Commission fee to the Agent;
2. Technical modifications and metadata input into the NFT.

3.2. Any and all payments provided for, by, or arising out of, this Agreement shall be made in USDT. The payment shall be made to the cryptocurrency address specified by the Agent prior to signing the Agreement. The fact of signing the Agreement confirms the payment. The Agent will issue an invoice for the total amount of payment under the Agreement and will thereon quote its VAT registration number. The Agreement will be generated only after payment is made.

3.3. When the Platform User (the Principal) buys an Asset - the price of the Asset mutually includes payment for the services specified in clause 3.1. for 12 months. 

3.4. After 12 months and in case of continuation of the legal relationship between the parties, the Agent shall issue a new invoice to the Principal for compensation.

3.5. Commission fee to the Agent covers the compensation and the cost of storing the Asset in order set by cause 3.4. of the Agreement.

3.6. Technical modifications and metadata input into the NFT includes the fee which is necessary for changing NFT status as it is prescribed in the Terms of Use at diamore.co. 

3.7. Payment under the Agreement will be set by the Agent in the respective section on the Platform.

4. Prescribed Period and Termination

4.1. This Agreement comes into force on the date of concluding in accordance with Section 1 of the Agreement. The term of the present Agreement is set to a period of validity of twelve (12) months from the effective date of the present Agreement and is automatically renewed unless either Party gives one (1) month prior notice of cancellation and/or termination in writing to the other Party.

4.2. The present Agreement is automatically renewable for another twelve (12) months, unless any Party gives two weeks prior written notice of its intention not to renew the Agreement.

4.3. Upon terminating/cancellation this Agreement, the Agent will be required to return the Asset at his/her earliest convenience, but not beyond thirty (30) days.

5. Rights and obligations

5.1. Rights and obligations of the Principal.

5.1.1. The Principal shall pay the Agent the commission fee in the order and amount specified in cl 3 of the Agreement.

5.1.2. Principal shall provide Agent with necessary information, relevant images and/or otherl material about the Asset, required by Agent.

5.1.3. The Principal hereby represents and warrants to the Agent the following:

5.1.3.1. For the execution of this Agreement and for the completion of the transaction, the Principal has all necessary consents, approvals, authorization, notification, licenses, registration of or with any governmental authorities.

5.1.3.2. The Principal's activity does not result in a breach or violation of any of the terms and provisions of whatsoever nature to which the Principal is a party or the Principal is bound.

5.1.3.3. The Principal knows of no legal or governmental proceedings pending to which it or any affiliate of it is a party, or threatened against it or any affiliate, that would materially adversely affect the Principal’s ability to perform any of its obligations hereunder.

5.1.3.4. The Principal has clear rights to the Asset in such a manner that it can transfer and grant such rights and title and has the full right, without any approval of any other person or entity, to transfer and grant title; 

5.1.3.5. The Principal hereby warrants that the Asset is not under arrest encumbrances of any kind.

5.1.3.6. The Principal acknowledges that storage agreements entered into by the Agent on behalf of the Principal shall be binding on the Principal, and the Principal shall fulfill all obligations arising from such agreements.

5.2. Rights and obligations of the Agent.

5.2.1. The Agent agrees to accept compensation from the Principal in the manner and amount specified in clause 3 of the Agreement and to transfer the Asset for storage to an Authorized Storage chosen at the discretion of the Agent.

5.2.2. The Agent is authorized to perform all necessary actions related to the conclusion and execution of the storage agreement, including but not limited to signing documents, providing instructions, and representing the Principal's interests.

5.2.2. The Agent shall not be liable for any damage, theft, etc., of the Asset from the moment the Asset is placed in storage.

6. Representation and Warranties

6.1. The Parties agree and disclose that they are fully authorized to enter this Agreement. The performances and obligations of both Parties may not violate the rights of any third party or violate any other agreement made between them and/or any other organization, person, business or law/governmental regulation.

6.2. The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party, unless such is consented to by both Parties in writing.

7. Binding Effect

7.1. This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Principal and Agent. The Agent waives presentment for payment, notice of non-payment, protest, and notice of protest.

7.2. This Agreement may only be amended or modified by a written instrument executed by both the Principal and the Agent.

8. Confidentiality

8.1. All terms and conditions of this Agreement and any materials provided during the term of the Agreement must be kept confidential, unless the disclosure is required pursuant to process of law.

8.2. Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Client.

8.3. This section will remain in full force even after the termination of this Agreement for a period of one (1) year.

9. Severability

9.1. The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

10. General Provisions

10.1. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

11. Entire Agreement and Amendments

11.1. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

11.2. The Parties agree that any amendments made to this Agreement must be in writing, where they must be signed by both Parties to this Agreement.

11.3. As such, any amendments made by the Parties will be applied to this Agreement.

IN WITNESS WHEREOF, the parties duly express their contest to enter into this Agreement by performing certain actions on the Platform.