The Parties agree as follows:
Section 1 - Definitions
“Products” means Seller’s products and services.
“TTU” means cryptographically secured digital tokens generated by software code in the form of in the form of TAT01 a blockchain technology which has been developed and/or executed by Tatatu.
“Websites” means the website of TaTaTu, its affiliates or licensees.
Section 2 - Acceptance of TTUs
Seller hereby agrees to accept from buyers TTUs as a payment method for the sale of Products as follows:
- Seller will accept not less than 5% of the total purchase price of Products in TTUs, but will not be under any obligation to accept more than 5%;
- Seller is not obligated to accept TTU Token for all the Products but just a specific selection of the products based on their decision.
- Seller will accept TTUs at a fixed rate of US$0.25 per one (1) TTU, and to the extent Buyer will accept this fixed rate in the relevant agreement.
Section 3 - Listing
In consideration for the obligations of Sellers set forth in Section 2 above, during the term of this MOU Tatatu agrees to include and list Seller as a preferred TTU merchant on the Websites. Tatatu reserves the right to place the name on the Websites according to Tatatu’s specifications, including, without limitation, the size location and placement. Tatatu has the right, under its only discretion, to exclude or to unlist the seller information on the Webstes.
Seller hereby grants to Tatatu and its licensees and affiliates a non-assignable, non-transferable, royalty-free limited license to use and publicly display the trademarks, trade names, logos, graphics, and service marks of Seller on the Websites solely for the purposes contemplated in this MOU. Tatau will not withdraw TTUs or prejudice the possibility to commerce with such coins.
Section 4 - Confidentiality
During the term of this MOU, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”).
Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 3(d) by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by, or in the possession of, the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this MOU; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this MOU. The Receiving Party shall be responsible for any breach of this Section 3(d) caused by any of its representatives.
Section 5 - Binding Agreements
This MOU shall constitute a legally binding and enforceable agreement between the Parties.
Section 6 - Term and Termination
Either Party may terminate this MOU upon thirty (30) day previous written notice to the other party without any obligation or liability to the other party.
Section 7 - Governing Law
This MOU shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the Cayman Islands, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. All disputes or claims arising out of or in connection with this MOU, including disputes relating to its validity, breach, termination or nullity shall be finally settled under by a court in the Cayman Islands.
Section 8 - No Third-Party Beneficiaries
Nothing herein is intended or shall be construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this MOU.
Section 9 - No Assignment
Neither this MOU, nor any rights or obligations hereunder may be assigned, delegated or conveyed by either Party without the prior written consent of the other Party.
Section 10 - Counterparts
This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. IN WITNESS WHEREOF, the Parties hereto have executed this MOU as of the date set forth above.