Our Agreement

I. Introduction

This Agreement is between you, the client (Client, Broker, you, your) and PayBitoPro (we, our, us, developer), which is the owner and operator of an online platform for the provision of brokerage services in cryptocurrencies (the Platform) which can be accessed at www.paybito.com (the Website) or via our Android/iOS mobile Apps or desktop application.

II. Background

We are a Technology company that offers software, hardware products and other miscellaneous services to client organizations. The Client wishes to engage our services in creating compliance documents listed here for the Client organization. The Parties wish to establish the legal basis in connection with the above-mentioned business, and to perform their respective obligations, under the terms and conditions outlined in this Agreement.

III. Scope of Work

The scope of work requires us to complete the following documentation for the Client organization. We shall provide the Client with the documents listed herein individually for (1) United States of America (2) United Kingdom (3) European Union (4) India (5) Australia (6) United Arab Emirates (7) Singapore (8) Rest of the World.

For each of the above regions, we will provide the following compliance documents:

• Sanctioned countries list
• AML Policy
• Counter-Terrorism Financing Policy
• Counter-Proliferation Policy
• KYC-CDD Procedure
• Transaction Monitoring (Travel Rule) Policy
• Sarbanes Oxley (SOX) Compliance Policy
• Anti-Bribery and Corruption (ABC) Policy
• Promotions Communication Policy
• Employee Background Check Policy
• Whistleblower Policy
• Data Protection Policy
• Environmental Crime Policy
• IT Security Policy

IV. Commercials.

The scope of work as defined on this contract shall be completed for a fixed cost as mentioned below:

V. Payment Schedule.

Client shall make the payment in advance following which we shall initiate the scope of work of this Agreement.

VI. Timeline

We shall complete the scope of work within 15 working days of receiving the full payment.

VII. Representations and Warranties.

1. Each of the parties represents and warrants to the other as follows.
2. Such party is a legal entity duly organized, validly existing and in good standing in its jurisdiction of incorporation;
3. Such party has the corporate power and authority to conduct its business as presently conducted and to execute, deliver and perform this Agreement.
4. This Agreement has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding obligations of such party respectively,enforceableagainstsuchpartyinaccordancewiththeirrespective terms;
5. The execution, delivery and performance of this Agreement does not and will not violate such party's charter or by-laws; nor require any consent, authorization, approval, exemption or other action by any third party or governmental entity.

VIII. Terms and Conditions

• The commercials defined are limited to the scope defined in this agreement.
• All commercials are exclusive of any in-country and withholding These if applicable shall be payable by the customer.
• Customer to be solely responsible for the content of the data and materials transmitted on the whitepaper.
• There will be no accounting review performed as part of this engagement.
• We may choose to carry out activities of the engagement from our offshore location(s)
• Client assumes responsibility for ensuring that all representatives of Client will be available for the interactions with us.
• The parties recognize that any delays solely attributable to Client or another third party may cause the timeline for completion of the project to be readjusted.

IX. No Exclusivity

Neither Party shall be obligated to offer any business opportunities or to conduct business exclusively with the other Party by virtue of this Agreement.

X. Confidentiality

Any information pertaining to either Party’s business to which the other Party is exposed as a result of the relationship contemplated by this Agreement shall be considered to be “Confidential Information.” Neither Party may disclose any confidential information to any person nor entity, except as required by law, without the express written consent of the affected Party.

XI. Compliance with Laws

The Client shall comply with all applicable national, multi-jurisdictional, federal, state, and local laws, rules, statutes, treaties, regulations and orders.

XII. SEC Compliance

The responsibility for ensuring compliance with the SEC lies entirely with the Client.

XIII. Assignment

Neither Party may assign or transfer their respective rights or obligations under this Agreement without prior written consent from the other Party. Except that if the assignment or transfer is pursuant to a sale of all or substantially all of a Party’s assets or is pursuant to a sale of a Party’s business, then no consent shall be required. In the event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Party’s assets or pursuant to a sale of the business, then written notice must be given of such transfer within 10 days of such assignment or transfer.

1. Indemnification for Breach of Both Parties shall indemnify, hold harmless and defend its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against (or are suffered or incurred by) the Parties or any such person by any third party based upon a breach of their presentations or warranties set forth herein.
2. Intellectual Property Indemnification. Both Parties shall indemnify, hold harmless and defend its officers,directors,agents,employees,andaffiliatesfromandagainstanyand all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against (or are suffered or incurred by) the Parties or any such person by any third party based upon a breach of the representation and warranty set forth herein or based upon infringement of a copyright, trade secret or similar proprietary right (each a "Infringement Claim") arising out of use of the content; provided, however we shall have no obligation to Client under this Section with respect to any Infringement Claim based solely upon Client's own modifications to the Content.

XV. Term, Renewal and Termination

1. This Agreement shall be binding upon the parties and effective immediately as of the date of the last signature and shall be valid for a period of 3 months. This Agreement may likewise be terminated within the Initial Term by mutual agreement of the Parties and subject to the agreed terms of such termination. If this Agreement expires or is terminated, the Scope of work shall also be deemed expired or terminated.
2. For the avoidance of doubt, the expiration of the Term or termination of this Agreement (including termination of the Scope of work) shall not void or otherwise eliminate each of the Parties’ rights and obligations already accruing at the time of such termination.

XVI. Arbitration

If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

XVII. Data Privacy and Security

As a result of this Agreement, either Party may obtain certain information relating to identified or identifiable individuals (“Personal Data”). The Parties shall ensure, and shall ensure its employees, agents, representatives collect, access, maintain, use, process and transfer Personal Data in accordance with the requirements set forth in this section and for the sole purpose of performing the Parties obligations under this Agreement. Both Parties acknowledge that it shall have no right, title, or interest in any Personal Data obtained by it as a result of this Agreement. Upon termination of this Agreement for any reason, both Parties shall promptly return, destroy or take other appropriate action with regard to Personal Data.

XVIII. Counterparts

This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

XIX. Severability

If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

XX. Notice

Any notice required or otherwise given pursuant to this Agreement shall be in writing and shall be delivered via email being used for communication between the parties.

XXI. Entire Agreement

This Agreement constitutes the entire agreement between the Client and us with regards to the subject matter of this Agreement and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

The Client agrees to the terms and conditions of this Agreement in totality.