AGENCY AGREEMENT-OFFER

(as amended on 01st of October, 2019)

Commercial Rapid Payment Technologies Ltd, a private limited company created and existing under the laws of the United Kingdom, registered office: 4 Claridge Court, Lower Lings Road, Berkhamsted, Hertfordshire, HP4 2AF England Registration No. 11412485, hereinafter referred to as the “Agent”, expresses its intention to conclude this Agency Agreement-Offer (hereinafter referred to as the “Agreement”) on the conditions contained in this Agreement with legal entities, individual entrepreneurs and other persons, who are interested to become GRAM Tokens holders in the future, hereinafter referred to as the “Principals”, where the Agent and the Principal individually are referred to as a “Party”, and jointly are referred to as the “Parties”

  1. GENERAL PROVISIONS
    1. 1.Principal desires to become GRAM tokens holder and appoints Agent to buy GRAM tokens on public reliable exchanges as soon as possible, but not later than 01st of February, 2020.
    2. 2.Agent desires to accept such appointment and to perform all the provisions of this Agreement.
    3. 3.The Parties fully understand that at the time of the conclusion of this Agreement the actual GRAM token is not listed on any spot public reliable exchanges.
    4. 4.The Agency Agreement-Offer is an official document published on the Agent`s website at: crypterium.com.
      1. The Agency Agreement-Offer does not require the signature or seals by the Parties, while having the legal force of the signed and sealed document.
    5. 6.In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows:
  2. SUBJECT OF THE AGREEMENT
    1. 1.Under this Agreement, the Agent undertakes to perform the following actions for remuneration for, at the instruction of, and at the expense of the Principal:
  • to buy GRAM tokens at the following rate: 1 GRAM token = 3,5 USDC or 3,5 USD or 0,00035 BTC, on public reliable exchanges as soon as possible, but not later than "01" February, 2020.

2.2 The amount of GRAM tokens to buy is limited. The Principal can buy a minimum of 1 GRAM token (equivalent to 3,5 USDC or 3,5 USD or 0,00035 BTC). The maximum number is 1000 GRAM tokens to buy by the Principal (equivalent to 3500 USDC or 3500 USD or 0,35 BTC). Actual GRAM token purchase price to be determined by public reliable exchanges for each purchase transaction order performed by Agent and to be seen on Agent's app Crypterium.

2.3 If by 00:00 UTC "01" February 2020 there are no real GRAM tokens on public reliable exchanges all orders will be canceled, and the funds returned to the Principal. The Parties agreed that the funds will be returned in the same currency as the pre-order was made.

2.4 The Agent shall act hereunder in strict accordance with instructions of the Principal.

  1. ADOPTION AND ENTRY INTO FORCE
    1. 1.The Principal shall accept this Agreement by affixing the "I have read and agree with the terms of the offer" mark in the check-box when completing payment details.
    2. 2.The Principal must carefully read the text of this document. In the event that the Principal does not agree with any terms and conditions, he may refuse this Agreement.
  2. TERM OF THE AGREEMENT
    1. 1.This Agreement shall be effective on the 15 day of September, 2019.
    2. 2.This Agreement shall continue in full force and effect until 01 February, 2020 from the effective date hereof and shall be terminated after that date.
  3. RIGHTS AND OBLIGATIONS OF THE PRINCIPAL
      1. Rights of the Principal :
    1. 1.1.The Principal shall be entitled to exercise control over the Agent's activities as to the fulfillment of his agency functions and authorities stipulated in the Agreement.
    2. 1.2.The Principal shall be entitled to give binding instructions to the Agent, related to the conditions of fulfillment of obligations being the subject of the Agreement.
    3. 1.3.According to the terms and conditions of the Agreement, the Principal shall be entitled to request and obtain the Agent's detailed report on fulfillment of the Agent's obligations assigned to him for the fulfillment of the Agreement.
    4. 1.4.The Principal shall be entitled to conclude agency agreements with any other persons without any limitations, at the Principal's discretion and on the Principal's terms.
    5. 1.5.The Principal shall be entitled to carry out activities similar to the Agent's Activities hereunder in any place and within any territory individually and without any limitations.
    6. 1.6.The Principal shall be entitled to expect that the Agent will conscientiously fulfill all terms of the Agreement upon the most favorable for the Principal terms and in due time.
    7. 1.7.The Principal shall be entitled to dispose at the Principal's discretion and on the Principal's own account of all and any information obtained by the Agent during the execution of the Agreement.
    8. 1.8.The Principal shall be entitled to obtain an accurate and detailed report from the Agent within the time limits prescribed by the Agreement.
    9. 1.9.If the Agent's actions contravene the interests of the Principal and could impair business image and reputation of the Principal, or if reasonable doubts regarding the Agent's good faith could arise, the Principal shall be entitled to unilaterally repudiate the Agreement after paying all compensations and commissions to the Agent.
    10. 1.10.If there is any error in the calculation of the Agent's Commission Fee discovered by the Principal, the Principal can recalculate the sum of the Agent's Commission Fee.
    11. 1.11.The Principal shall have other rights provided for by the provisions of theAgreement and effective legislation.
      1. Obligations of the Principal :
    12. 2.1. Under this Agreement, the Agent undertakes to perform the following actions for remuneration for, at the instruction of, and at the expense of the Principal: - to buy GRAM tokens at the following rate: 1 GRAM token = 3,5 USDC or 3,5 USD or 0,00035 BTC, on public reliable exchanges as soon as possible, but not later than “01” February, 2020. The Parties agreed that all the funds upon receiving them by the Agent will be automatically converted and stored in US Dollars.
    13. 2.2. The amount of GRAM tokens to buy is limited. The Principal can buy a minimum of 1 GRAM token (equivalent to 3,5 USDC or 3,5 USD or 0,00035 BTC). The maximum number is 1000 GRAM tokens to buy by the Principal (equivalent to 3500 USDC or 3500 USD or 0,35 BTC). Actual GRAM token purchase price to be determined by public reliable exchanges for each purchase transaction order performed by the Agent and to be seen on Agent’s app Crypterium.
    14. 2.3. If by 00:00 UTC “01” February 2020 there are no real GRAM tokens available for purchase on public reliable exchanges the Principal order will be canceled, and the amount received from the Principal, will be returned to the Principal in the equivalent amount nominated in the US Dollars.
    15. 2.4.The Principal shall be obliged to incur other obligations in accordance with the terms of the Agreement and effective legislation.
    16. 2.5.The Principal confirms that he/she is neither (i) a citizen or resident of a geographic area in which access to or purchase of GRAM tokens is prohibited by applicable law, decree, regulation, treaty, administrative act, or requires licensing or accreditation, such as U.S. and Canada nor (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State's Debarred Parties List.
  4. RIGHTS AND OBLIGATIONS OF THE AGENT
      1. Rights of the Agent
    1. 1.1.The Agent shall be entitled to obtain commission from the Principal in accordance with the terms of the Agreement.
    2. 1.2.The Agent shall be entitled to obtain compensation of the Agent's expenses agreed in writing by the Parties and related to the fulfillment of obligations under the Agreement, in accordance with the terms and conditions of the Agreement and any additional agreements hereto.
    3. 1.3.The Agent shall be entitled to obtain from the Principal necessary instructions and consultancy on the subject of fulfillment of the Agent's obligations hereunder.
    4. 1.4.The Agent shall have other rights provided for by the provisions of the Agreement and effective legislation.
      1. Obligations of the Agent
    5. 2.1.The Agent shall be obliged to carry out his activities hereunder in strict accordance with the Agreement and instructions of the Principal.
    6. 2.2.The Agent shall be obliged at the Principal's request to provide the Principal with detailed reports in writing on the Agent's activities under terms of the Agreement and in accordance with conditions of the
    7. 2.3.The Agent shall be obliged to act in good faith and exclusively in behalf of himself, and under no circumstances shall violate the Agent's obligations, imposed on the Agent by the Agreement.
    8. 2.4.The Agent shall incur other obligations, stipulated in the Agreement and effective legislation.
  5. **AGENTS** **COMMISSION** **FEE**
    1. ;1.Agent, during the term of the Agreement, shall receive a commission feefor each purchase of GRAM tokens for Principal.
    2. 2.Agent's commission shall be as follows: 0,01 % of total amount in USDC or USD or BTC received from Principal to buy GRAM tokens. Please note, the Agent's commission will be in the same currency as the purchase was made.
    3. 3.Agents commissions withheld immediately after receiving funds from Principal.

  6. AGENT'S REPORT

    1. 1.The Principal shall be entitled, if necessary, to request by the Agent report on the Agent's activities under terms of the Agreement. The Principal may request the submission of Agent's report in any way, which the Principal would find convenient (letter, fax, email messages through the Internet etc.).
    2. 2.The Agent's report shall be completed in written and contain accurate and comprehensive information on the Agent's activities hereunder, being of interest to the Principal.
    3. 3.The Agent's report shall be submitted to the Principal no later than 10 (ten) calendar days after the request for the submission of it have been forwarded to the Agent. The Agent shall submit the report to the Principal in a way, specified by the Principal.
    4. 4.The Agent's report shall include required confirmative documents being of interest to the Principal and directly related to the relations hereunder.
    5. 5.If the Principal has any objections regarding the Agent's report, the Agent shall be informed hereof within 10 (ten) calendar days after receipt of the report, otherwise report shall be considered as accepted by the Principal.

  7. CONFIDENTIALITY

      1. Either Party shall keep confidential of, and without the written consent of the other Party may not disclose, give or transfer to any third party, any confidential data and information (hereinafter the "Confidential Information") known to it or obtained by it in connection with the execution or performance of this Agreement.
      1. Either Party shall at the request of the other Party, return to the other Party, or destroy, or dispose of otherwise, in each case as requested by the other Party, and may not continue to use, any document, data or software that contains any Confidential Information of the other Party.
    1. 3.The obligations of the Parties under this Section shall survive any termination of this Agreement. After the termination of this Agreement, each Party shall continue to comply with the confidentiality provisions and perform its confidentiality obligations hereunder until the other Party agrees to release it from such obligations or the other Party will not as a matter of fact, be harmed in any way by any violation of the confidentiality provisions hereunder.

  8. REPRESENTATION, UNDERTAKING AND WARRANTY

    1. 1.Each Party hereby represents, undertakes and warrants to the other Party as follows:

  • it is a company duly established and validly existing;
  • it has the qualification to perform the transaction contemplated hereunder and such transaction is covered under its scope of business;
  • it has the full power to execute this Agreement and its authorized representative has been fully authorized to execute this Agreement on its behalf;
  • it has the capacity to perform its obligations hereunder and such performance by it does not violate any restriction in any legal document binding upon it; and

1.

  1. 2.It is not subject to any liquidation, dissolution or bankruptcy proceedings.
    1. THE PARTIES RESPONSIBILITIES
  2. 1.Any direct or indirect breach by either Party of any provision in this Agreement, or any failure of either Party to assume at all or to assume in time and in full any of its obligations under this Agreement shall constitute a default hereunder. In such case, the non-defaulting Party (the "Non-defaulting Party") shall notify the defaulting Party (the "Defaulting Party") in writing to cure its breach and take adequate, effective and timely measures to eliminate the effect of such breach and indemnify the Non-defaulting Party against any and all the losses caused by such breach.
  3. 2.If the Parties fail or incorrectly execute any obligations under this Agreement, the Parties shall compensate each other reasonable damages of such failure.
    1. FORCE MAJEURE CIRCUMSTANCES
  4. 1.Neither Party shall bear responsibility to the other Party for delay, full or partial non-fulfillment of obligations hereunder, caused by the circumstances, occurred beyond the will of the Parties and which could not be foreseen and prevented (force majeure), including declared war, civil disturbances, epidemics, blockade, embargo, earthquakes, floods and other natural calamities, as well as issuance of legal enactments which make it impossible to fulfill obligations hereunder.
    1. Certificate issued by a relevant competent authority shall be sufficient proof of force majeure circumstances and their duration.
  5. 3.The Party, which failed to fulfill its obligations hereunder due to the force majeure circumstances specified in paragraph 12.1 of this Agreement, should confirm the failure to fulfill its obligations hereunder by providing the other Party with the certificate specified in paragraph 12.2. of this Agreement in reasonable term but no later than 30 (thirty) calendar days after occurrence of the said circumstances.
  6. 4.If the force majeure circumstance continue to be in force over a period of 3 (three) consecutive months and show no signs of ending, this Agreement may be terminated by each Party by submitting a notice to the other Party no later than 30 (thirty) calendar days before the expected termination of the Agreement.
    1. INDEPENDENT CONTRACTOR
  7. 1.In the performance of the work, duties and obligations in any way connected with this Agreement, it is acknowledged and agreed that the Agent is performing as an independent contractor and shall have full and exclusive control over its provision of services.
  8. 2.The Agent hereby agrees to indemnify and save harmless Principal from and against any loss, costs or other liability whatsoever arising from or out of or in any way related to the provision of services by the Agent to the Principal r out of the wanton or reckless conduct or dishonesty of the Agent in respect of any such services.
    1. EFFECTIVENESS, AMENDMENT AND TERMINATION
  9. 1.The Agent shall reserve the right to make any amendments to this Agreement at any time and at its sole discretion including, but not limited to Agent's fee or Gram token rate.
  10. 2.This Agreement shall take effect upon affixing the "I have read and agree with the terms of the offer" mark in the check-box when completing payment details until the term of this Agreement expires in accordance with the Article 4 "TERMS OF THE AGREEMENT" of this Agreement.
  11. 3.Unless otherwise specified herein, upon the occurrence of any of the following events to Agent, Principal shall have the right to forthwith terminate this Agreement on a unilateral basis by a written notice to Agent at any time:
  • Agent commits a breach hereunder, and within thirty (30) days after the written notice of breach from Principal, fails to cure such breach, to take adequate, effective and timely measures to eliminate the effect of such breach and to indemnify Principal against any and all the losses caused by such breach;
  • Agent becomes bankrupt or has entered into liquidation proceedings which have not been cancelled within seven (7) days; or
  • Agent is rendered unable to perform this Agreement for more than twenty (20) consecutive days as a result of a Force Majeure Event.

1.

  1. 4.Notwithstanding the aforesaid provisions, Agent agrees that Principal shall have the right to terminate this Agreement prior to the expiration at any time by twenty (20) days written notice without any reason.
  2. 5.Any premature termination of this Agreement shall not affect any right or obligation of either Party accrued hereunder prior to such termination.
    1. WAIVER
  3. 1.No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of this Agreement may be waived or amended only in writing and only by the Party that is entitled to the benefits of the term(s) or condition(s) being waived or amended. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
    1. UNENFORCEABILITY
  4. 1.If any provision of this Agreement or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then provided that the essential consideration for entering into this Agreement on the part of any party is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render this Agreement as modified legal and enforceable to the maximum extent permitted under applicable laws.
    1. DISPUTES RESOLUTION
  5. 1.Any dispute between the Parties in relation to the interpretation or performance of any provision hereunder shall be resolved through amicable consultations between the Parties.
  6. 2.Any dispute fails to be so resolved through such consultations shall be referred to competent court of the Republic of Estonia.
  7. 3.The conclusion, effectiveness, performance, interpretation and dispute resolution shall be governed by the laws of the Republic of Estonia.

PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS AND PLEASE CHECK THE WEBSITE FREQUENTLY FOR ANY CHANGES TO THIS AGREEMENT.

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