METAVERSE INTERNATIONAL

INTERNATIONAL AFFILIATE PARTNER AGREEMENT

AND AFFILIATE PARTNER TERMS AND CONDITIONS

as of March 2024

1. BASIS OF COOPERATION:

1.1 METAVERSE INTERNATIONAL , Business Performance Ltd. in the Marshall Islands (hereinafter referred to as METAVERSE INTERNATIONAL ) sells annual rental packages for Internet stores. The stores are the property of SPACE MALL Ltd. With these stores, SPACE MALL offers shopping platforms for end consumers. The stores are located in the 3D Virtual Reality (VR) sector. The stores are operated by independent affiliate partners who purchase the rental packages from SPACE MALL. The distribution of the store licenses is a pure B2B business. The special METAVERSE INTERNATIONAL sales system is aimed at commercial affiliate partners. Their sales activities are supported via a personalized METAVERSE INTERNATIONAL website (back office).

1.2 The compensation system for sales activities is based on the METAVERSE INTERNATIONAL compensation plan. This plan defines the performance requirements that an Affiliate must meet in order to receive compensation for the successful fulfillment of its contractual obligations.

1.2. The Affiliate Partner shall carry out his activity in person as an independent businessman. This means that the Affiliate Partner will be active exclusively in his own name and not through third parties or under the name of third parties. The Affiliate Partner must observe the specific rules of the METAVERSE INTERNATIONAL distribution system and the METAVERSE INTERNATIONAL Compensation Plan. The Compensation Plan/Business Modell for the Affiliate Licenses shall form an integral part of this Agreement.

2. ENROLMENT, TASKS AND STATUS OF THE AFFILIATE PARTNER:

2.1. ENROLLMENT

As a rule, an Affiliate Partner will be recruited by an other Affiliate Partner who has drawn his attention to METAVERSE INTERNATIONAL . A contract will be concluded if the Affiliate Partner completes all fields of the METAVERSE INTERNATIONAL online application with the data required for enrolment (without any modifications, additions and/or deletions). METAVERSE INTERNATIONAL will expressly accept the application by email, at its discretion and after verification of the fulfillment of the requirements set out under (2.2) below. If METAVERSE INTERNATIONAL does not accept the application it will inform the applicant by email. Upon the conclusion of the contract the Compensation Plan may be downloaded and printed out.

2.2. MINIMUM REQUIREMENTS FOR THE CONCLUSION OF THE CONTRACT:

The applicant must have full legal capacity.

The applicant, his or her spouse/life partner and/or family members living with him or her in the same household must not have been active during the past 12 months (1 year) in the METAVERSE INTERNATIONAL organization.

The applicant must pay an annual license fee as aquivalent for administration support rendered by METAVERSE INTERNATIONAL .

The applicant is not obliged to pay any entrance fee. He is absolutely free to purchase any sells aides offered by METAVERSE INTERNATIONAL in the Compensation Plan.

2.3. STATUS AND TASKS

SALES ACTIVITY:

The Affiliate Partner shall mediate as a sales representative shop licenses of SPACE MALL to potential shop operators.

The Affiliate Partner will also promote by influencing or other marketing activities the sales of the shops referred by it.

b. BUILDING-UP A STRUCTURE: The Affiliate Partner shall take every effort to build-up and sponsor a distribution partner team (Dual System). This team shall exclusively be dedicated to the sales activities defined under 2.3 a). For this purpose, the Affiliate Partner shall take the Compensation Plan as a basis.

2.3. STATUS OBLIGATIONS

The Affiliate Partner as an independent businessman shall register his business with the competent municipal authorities.

The Affiliate Partner shall submit to METAVERSE INTERNATIONAL his VAT registration, if such registration is required by law.

The Affiliate Partner shall be responsible for the fulfillment of his other obligations as a businessman, in particular the payment of taxes, and for taking out insurance against his professional and personal risks (third-party liability, accident, health and disability insurance for illness or old age, etc.). He shall ensure to fulfill his social security obligations, in particular in those countries where he is required by law to pay social security contributions.

The Affiliate Partner is entitled install directly or indirectly only one account. Other persons like partners, friends, family members or any other person may not be registered with the purpose of evasion.

2.5. SALES MODALITIES:

Affiliate Partners are free to choose their distribution territory worldwide.

2.6. BEHAVIOR TOWARDS CONSUMERS:

The Affiliate Partner must refrain from any behavior that misleads the contractual partner about the reason of being contacted. Without the contractual partner’s express consent, the Affiliate Partner may not contact him by telephone or email.

3. ADVERTISING, SALES PROMOTION AND INTERNET:

3.1. When carrying out his contractual activities, the Affiliate Partner shall introduce himself as “METAVERSE INTERNATIONAL Affiliate Partner”. He shall not use the company name or the METAVERSE INTERNATIONAL or SPACE MALL trademarks or any other trademarks and product names of METAVERSE INTERNATIONAL or SPACE MALL, unless they are used within the scope of advertising or sales promotion measures of METAVERSE INTERNATIONAL or their use has been approved by METAVERSE INTERNATIONAL .

3.2. When carrying out his mediation activities and building-up his sales team the Affiliate Partner shall not make statements about the shops or products and the sales system other than those contained in the official advertising and sales promotion documents of METAVERSE INTERNATIONAL .

3.3. The Affiliate Partner shall use for his activities only the shop page linked to him by METAVERSE INTERNATIONAL . The creation and commercial use of other websites for the presentation of the distribution system shall only be permitted with METAVERSE INTERNATIONAL ’s approval in writing. Such websites may only be created in accordance with METAVERSE INTERNATIONAL ’s specifications. In particular, in order to avoid misunderstandings, it must be ensured that the website of the Affiliate Partner will not be confused with the official METAVERSE INTERNATIONAL website. When using an individual website, the Affiliate Partner shall place a link to the official METAVERSE INTERNATIONAL website and carry out product sales exclusively through the METAVERSE INTERNATIONAL shop.

3.4. METAVERSE INTERNATIONAL operates buyer websites on various social media platforms, such as Facebook, YouTube or Twitter. These websites are regularly updated. In order to avoid any confusion, the Affiliate Partner shall not be allowed to register and/or operate his own social media websites under the name METAVERSE INTERNATIONAL , SPACE MALL or similar business designations, trademarks or designs/logotypes, both separately or combined with another business designation.

3.5. The domain and email addresses of the Affiliate Partner may not contain the names METAVERSE INTERNATIONAL , SPACE MALL or other trademarks or business designations of METAVERSE INTERNATIONAL .

3.6. When carrying out his business activities the Affiliate Partner shall use, sell, distribute or recommend to the members of the distribution organization exclusively documents that have been issued by METAVERSE INTERNATIONAL in printed, electronic or any other form. The Affiliate Partner may only use his own advertising or PR material, regardless of the form in which it is published, if such material corresponds with the samples made available by METAVERSE INTERNATIONAL for this purpose or has been approved in writing by METAVERSE INTERNATIONAL . This applies in particular to the Compensation Plan. The information regarding compensation must be transparent and not be exaggerated.

4. COMPETITION AND SECRECY:

4.1. The Affiliate Partner shall be allowed to sell other products or services where such offers do not compete against the current product range offered by METAVERSE INTERNATIONAL . However, it is not allowed to present or promote such other activities together with the services of the METAVERSE INTERNATIONAL within the scope of the same sales or promotion events. The Affiliate Partner shall inform METAVERSE INTERNATIONAL in writing of any such additional sales activities.

The Affiliate Partner shall not induce other METAVERSE INTERNATIONAL Affiliate Partners to sales or promotion activities for competing products or services alongside or instead of their sales activities for METAVERSE INTERNATIONAL services. This shall also apply if the offered products do not compete against the products offered by METAVERSE INTERNATIONAL .

The Affiliate Partner shall maintain secrecy, during and beyond the termination of this contractual relationship, about all information of which he has obtained knowledge concerning METAVERSE INTERNATIONAL , the other companies of the Crypto Performance Group and its product and service range and distribution system, unless such information is publicly accessible. This obligation shall include all data and particulars about the partners, members and customers of the METAVERSE INTERNATIONAL distribution organization, whether or not these partners belong to the downline built up by the Affiliate Partner. Furthermore, the Affiliate Partner may use such information exclusively for the purposes of METAVERSE INTERNATIONAL .

5. COMPENSATION:

5.1. The Affiliate Partner shall receive for his mediation of shop licenses various bonuses and commissions whose amounts and levels are set out in the METAVERSE INTERNATIONAL Compensation Plan.

5.2. The Affiliate Partner is also entitled to receive compensation for all sales on shops referred by him (Pay per Sale). The compensation is based on the different categories of products and services defined separately.

5.3. All transactions have to be based on the Affiliate Leads generated by the Affiliate Link of METAVERSE INTERNATIONAL . METAVERSE INTERNATIONAL accepts any transaction if the transaction was done by a new user/customer or business partner; The user, customer or business partner didn’t withdraw from the business, has fulfilled all contractual duties and has full legal capacity any contractual. In all other cases the Affiliate Partner has no claim for any compensation.

5.4. As compensation for building up a distribution organization the Affiliate Partner will earn further commissions which are calculated in accordance with the METAVERSE INTERNATIONAL Compensation Plan on the basis of the sales figures achieved by the members of his downline. The Affiliate Partner shall review the statements remitted to him and inform METAVERSE INTERNATIONAL promptly of any objections.

5.5. The remuneration of the Affiliate and the billing shall be carried out in accordance with the Compensation Plan. The Affiliate can view the accounts online via his back office. Objections to this must be made within 10 working days. After that, the statement is considered accepted.

5.6. The Affiliate Partner shall promptly inform METAVERSE INTERNATIONAL of his liability to value-added tax by submitting his tax number and a written confirmation of his competent tax office of his liability to value-added tax. As long as he does not inform METAVERSE INTERNATIONAL of such liability, METAVERSE INTERNATIONAL shall be entitled to pay all bonuses exclusive of value-added tax.

6. TERM AND TERMINATION OF THE AGREEMENT:

6.1. This agreement shall be entered into for an indefinite period of time.

6.2. Each party may give notice of termination of this agreement in compliance with the applicable statutory provisions.

6.3. In addition, each party may terminate this agreement for cause with immediate effect where maintaining the contractual relationship until the next date of termination is unacceptable to a party due to the conduct of the respective other party. A warning prior to termination shall not be required if the breach and its consequences cannot be remedied or if the nature and extent of the impending damage make it necessary to terminate the contractual relationship with immediate effect. This is the case:

- if the Affiliate doesn`t has paid the annual license fee in time (with a time period of 30 days after due date),

- if the Affiliate infringe against contractual duties like 2.3.d.)

- if the Affiliate brief against METAVERSE INTERNATIONAL or other Affiliates.

6.4. Upon the termination of the contract the distribution structure of the Affiliate Partner will be transferred to the next up-line level above him.

7. TRANSFER OF THE CONTRACTUAL LEGAL POSITION, DEATH OF THE AFFILIATE PARTNER, CHANGE OF THE SPONSORING LINE:

7.1. METAVERSE INTERNATIONAL shall be entitled to transfer its contractual legal position at any time to a successor company which continues its contractual business activity in the same way and assumes all existing rights and obligations. If the Affiliate Partner does not consent to such transfer and promptly communicates this to METAVERSE INTERNATIONAL , the contractual relationship shall end as of the next possible date of termination.

7.2 The Affiliate Partner shall be entitled to transfer his contractual legal position. However, this requires METAVERSE INTERNATIONAL ’s approval in writing. Such approval will only be granted if METAVERSE INTERNATIONAL is convinced that the person taking over such legal position is suitable for the proper fulfillment of the tasks and duties to be carried out in the respective position and if, at the request of METAVERSE INTERNATIONAL , such person is willing to undergo appropriate training.

7.3. The tasks and duties of a Affiliate Partner must always be carried out in person. Accordingly, the contractual relationship will end with the death of the Affiliate Partner. However, METAVERSE INTERNATIONAL may offer an heir submitting a certificate of inheritance to assume the legal position of the deceased Affiliate Partner, provided that in the opinion of Mighty Partner the heir fulfills the necessary requirements.

7.4. A change of the sponsoring line to which the Affiliate Partner was assigned due to the sponsor he designated in the enrolment form shall not be possible.

8. STATUTE OF LIMITATION:

If not excluded by law any claims arising under this contractual relationship shall become statute-barred 1 year from their due date or 1 year from the date the person entitled to such claim has obtained knowledge of the facts giving rise to it, unless the party’s lack of knowledge is due to gross negligence.

9. MODIFICATION OF CONTRACTUAL PROVISIONS OR GUIDELINES, WRITTEN

FORM, APPLICABLE LAW, JURISDICTION:

9.1. Should METAVERSE INTERNATIONAL find that due to the mutual interest of both parties in the continuance of the company or its marketing system it is necessary to modify the provisions of this Agreement and/or the Compensation Plan, the Affiliate Partner will be informed of such modification with due time in advance through his back office. The Affiliate Partner will be informed of the date of entry into force of such modification and of its effectiveness, unless the Affiliate Partner objects to such modification in writing/by email within a period of one month from the receipt of such letter. In the event that the parties are not able to reach mutual agreement, METAVERSE INTERNATIONAL and the Affiliate Partner shall terminate the contractual relationship as of the next date of termination.

9.2. Modifications and amendments that are intended to take effect exclusively between the parties must be made in writing/e-mail in order to be effective. This shall also apply to the written-form requirement itself.

9.3. Place of jurisdiction shall be Marshall Islands. Only if the Affiliate Partner is not a fully qualified merchant, his place of residence shall be deemed to be the place of jurisdiction. All claims and disputes arising from this agreement shall be governed by the law of Georgia.

10. FINAL PROVISIONS:

10.1. The parties to the contract confirm that contractual agreements other than this Agreement and the Compensation Plan have not been entered into.

10.2. In the event that any provision hereunder should be invalid, this does not affect the validity of the remaining provisions of this contract.

DATA PRIVACY

By signing this enrolment form the Affiliate Partner agrees that METAVERSE INTERNATIONAL stores and processes his personal data (in particular name, address, telephone and fax numbers, email, bank account and credit card numbers, VAT-ID) stated in the application form or communicated in electronic form or otherwise within the scope of the cooperation. He also agrees that METAVERSE INTERNATIONAL makes available these data within the scope and in compliance with the Compensation Plan to other members of the METAVERSE INTERNATIONAL sales organization within the country and abroad and to the affiliated companies of the international METAVERSE INTERNATIONAL Group with registered office within the country and abroad, to the extent that such data are required for the cooperation and international implementation of the METAVERSE INTERNATIONAL distribution system. In case of termination of the contractual relationship, such data will be deleted, unless otherwise provided for by the statutory obligation to retain such data. The Affiliate Partner has the right to inspect the data stored about him and to withdraw this authorization at any time.

The Affiliate Partner shall restrict the storage and processing of customer data to the name, address, telephone and fax numbers, email, bank account number, credit card data and VAT-ID, and only collect such data if they are required for the fulfillment of his contractual duties.

EMAIL CORRESPONDENCE

The Affiliate Partner consents to receiving information and the newsletter of METAVERSE INTERNATIONAL by email. This consent may be revoked at any time.