Effective Date: April 23, 2024

 Article I: Introduction

 Section 1.01 – Purpose

This Collaborator Sales Agreement (“Agreement”) sets forth the terms under which organizations or businesses (“Collaborator”) are authorized to facilitate sales of Certified Artwork listed in the Decentralized Art Exchange (DAX) Registry, maintained by the DAX Foundation (“Foundation”). This Agreement ensures that all transactions conform to the regulatory requirements relevant to the Collaborator’s jurisdiction.

 Article II: Sales Transaction and Financial Terms

 Section 2.01 – Sales Processing

The Collaborator is responsible for processing all sales transactions of Certified Artwork through their own systems, using an associated payment provider or gateway approved by the Foundation.

 Section 2.02 – Payment to the Foundation

The Collaborator agrees to transfer the principal sales price to the Foundation, deducting only the agreed commissions or direct costs associated with the transaction as outlined in this Agreement.

 Section 2.03 – Regulatory Compliance

The Collaborator must ensure all transactions comply with the legal and regulatory frameworks applicable in their jurisdiction. This includes, but is not limited to, consumer protection laws, financial regulations, and anti-money laundering (AML) requirements.

 Article III: Commissions and Costs

 Section 3.01 – Commission Structure

The Collaborator is entitled to a commission from the sales processed, as agreed upon in this Agreement. The specific percentage or fixed amount of the commission will be detailed in Schedule A attached hereto.

 Section 3.02 – Reporting and Reconciliation

The Collaborator shall provide detailed monthly reports of all transactions processed, including the sales price, commission taken, and the net amount payable to the Foundation. These reports are subject to audit by the Foundation to ensure accuracy and compliance.

 Article IV: Use of Technology

 Section 4.01 – Distributed Ledger Technology (DLT)

The Foundation utilizes Distributed Ledger Technology (DLT) to confidentially and securely record all transactions. This ensures the integrity of transaction data and the fulfillment of all exchange requirements.

 Section 4.02 – Confidentiality and Security

The Collaborator shall not have access to the identities of creators, contributors, or participants in the DAX marketplace. The Foundation alone handles settlements directly with these parties to protect their privacy and confidentiality.

 Article V: Obligations of the Collaborator

 Section 5.01 – Ethical Conduct

The Collaborator agrees to uphold the highest standards of ethical conduct in all dealings related to this Agreement. This includes fair representation of artwork and transparent dealings with buyers.

 Section 5.02 – Data Protection

The Collaborator must implement adequate security measures to protect any data acquired during the transaction process and comply with relevant data protection laws.

 Section 5.03 – No Direct Payments

Under no circumstances shall the Collaborator make direct payments to artists or contributors of the Certified Artwork. All financial interactions must be channeled through the Foundation as stipulated in this Agreement.

 Article VI: Termination and Consequences

 Section 6.01 – Grounds for Termination

This Agreement may be terminated by either party for breach of any terms herein, failure to comply with legal obligations, or upon mutual agreement.

 Section 6.02 – Effect of Termination

Upon termination, the Collaborator must cease all sales activities related to the DAX Registry and settle any outstanding payments due to the Foundation within thirty (30) days.

 Article VII: Miscellaneous Provisions

 Section 7.01 – Amendments

Any amendments to this Agreement must be made in writing and signed by authorized representatives of both parties.

 Section 7.02 – Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the DAX Foundation is registered.

 Section 7.03 – Dispute Resolution

Any disputes arising under this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.

 Section 7.04 – Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties.

By signing this Agreement, the Collaborator commits to supporting the mission of the DAX Foundation, ensuring the secure and ethical sale of Certified Artwork, and adhering to the operational guidelines and financial terms set forth herein.

Thank you for choosing the Decentralized Art Exchange Foundation. We are committed to providing you with exceptional service.