Pro Agreement

This Pro Agreement (“Agreement”) is entered into by amongst MEST Gaming Arena (DKTRON) in India (hereinafter referred to as the “MEST”, which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its affiliates, administrators, liquidators, successors and permitted assigns) and the Pro hereby referred as “Tutor”.

WHEREAS

MEST is engaged in the business of providing online gaming education and mentoring services, including but not limited to online tutoring to students.

The Tutor is providing online tutoring services to the End Users globally via MEST’s platform.

The Parties are desirous to enter into this Tutor Agreement in consideration of the mutual promises, covenants, undertakings and agreements between the Parties hereto, and on the terms and conditions contained herein.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

DEFINITIONS

The Tutor hereby unconditionally agrees that unless the context otherwise requires, the definitions listed below when used in this Agreement shall have the meanings attached to them and these terms shall be interpreted accordingly. The definitions listed below as used in this Agreement may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in this Agreement and whenever such terms are used in this Agreement they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:

“Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Government, statutory authority, tribunal, board, court or any other relevant jurisdiction.

“Confidential Information” means any and all of the Company business plans, mechanisms, business related functions, activities and services, customer lists, knowledge of customer  needs  and preferences,  trade secrets,  business  strategies, marketing strategies, methods of operation, tax records, markets, other valuable information, confidential information and trade related information relating to the business and activities of the Company and useful or necessary for the success of the Company’s business and activities. Confidential  Information  shall also include financial  information,  such  as the Company’s earnings, assets,  debts,  prices,  pricing structure,  estimates,  volumes  of customers,  transaction  details  such  as names  or address, terms of services, contracts of particular transactions, or related information about the Company employees, customers, potential customers; marketing information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of  the Company, projections, sales forecasts or results of marketing efforts or information about impending transactions; personnel information; and customer information, such as any compilation of past, existing  or prospective  customers, customers’ proposals  or agreements  between  customers  and status  of customers’ accounts or credit, or related information about actual or prospective customers

“Content” shall mean any and all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof, that is made available by MEST, whether directly or indirectly, to the End User, in accordance with this Agreement.

“End User” shall mean the end user of the online tutoring services of MEST, and shall include the pupil and his parents (or the legally appointed guardian, as the case may be) as well as third party resellers and/or other corporate and institutional clients of MEST.

“Indemnified Liabilities” shall have the meaning ascribed to it in Clause 8.

“Indemnified Parties” shall have the meaning ascribed to it in Clause 8.

“Liquidation Event” shall mean (i) voluntary or involuntary liquidation, dissolution or winding up of MEST, a merger, acquisition, change of control, consolidation, or other transaction or series of transactions in which the Shareholders prior to such transaction will not: (a) retain a majority of the voting power of the surviving entity, or (b) control the board of directors of the surviving entity, or (ii) a sale, lease, license or other transfer of all or substantially all the MEST’s assets or (iii) ceasing of operations of MEST within a particular country and/or geographic location(s).

“Services” shall mean any and all services, whether through online and offline medium provided either directly and/or indirectly by MEST.

“Session” shall mean any online, live and interactive streaming session along with physical tutoring sessions from time to time between the End User and the Tutor.

“Tutor Consideration” shall have the meaning ascribed to it in Clause 4.

GENERAL INTERPRETATION

In this Agreement, except to the extent that the context otherwise requires:

References to a statute, ordinance or other Law shall be deemed to include any references to a statute, ordinance or other Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Law.

The headings are inserted for convenience only and shall not affect the construction of this Agreement;

The Masculine includes the Feminine Gender e.g. a ‘he’ should also be read as ‘she’ and vice versa.

DUTIES OF TUTOR

Tutor shall provide the End User tutoring services in relation his relevant subject in a professional and workmanlike manner, in consonance with acceptable industry practices.

The Tutor acknowledges, affirms, agrees and understands that the tutoring services provided to the End User may vary on a case to case basis on an individual basis based on the respective needs and study levels.

The Tutor shall inform the MEST and the End User, and record in a form acceptable to the MEST, the qualitative as well as quantitative assessment of each End User’s progress in their respective topics that are being taught in accordance to the terms of this Agreement.

The Tutor has the specific knowledge of the curriculum, the qualification framework which is applicable to each and every End User and teaching material including but not limited to online content that is unencumbered of any copyright issues).

Notwithstanding anything contained herein, the Tutor shall adhere to any and all regulatory compliances and specifications as may be required under Applicable Law, including but not limited to disclosure certificate from the Disclosure and Barring Service (England and Wales), Protecting Vulnerable Groups (PVG) scheme (Scotland), Children’s Online Privacy Protection Rule (United States of America) and/or AccessNI.

The Tutor affirms, acknowledges, agrees and understands that any Content shared by him to the End User shall be considered non-confidential the Tutor shall have adequate capacity to provide the Company with the necessary assignments and licenses in relation to the Content under this Agreement, to the extent permitted by law.

The Tutor shall at all times abide by the curriculum that the End User is contracting him for and set by him on MEST and shall under no circumstances deviate from the same.

The Tutor acknowledges, agrees, affirms and understands that using the Services and the Assets, either directly and/or indirectly, for sharing of nudity, pornographic or adult material, sexually explicit images or descriptions involving sexual behaviour, or other content deemed offensive by MEST according to community standards and/or Applicable Law, is strictly prohibited.

By providing Content, the Tutor grants MEST the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material.

The Tutor represents and warrants that he owns or controls all rights in and to the Content and have the right to grant such license to MEST.

The Tutor acknowledges, affirms, agrees and understands that he shall have no claim or other recourse against MEST for infringement of any proprietary right with respect to the Content.

The Tutor acknowledges, affirms, agrees and understands that all services envisaged under this Agreement has been provided at the Tutor’s own risk.

The Tutor acknowledges, affirms, agrees and understands that MEST cannot control the actions of the End User during the Sessions or any person who gain access to the Content.

MEST cannot and does not guarantee that the Sessions shall not be viewed by unauthorized persons.

The Content must be accurate and comply with all applicable laws in the country from which they are posted (physically and/or in electronic format).

The Tutor acknowledges, agrees, understand and affirms that he is responsible for any Content statements, observations, information (whether in written or oral form, or through bodily gestures or otherwise) that he submits or contributes during the Sessions.

The Tutor shall not make any misrepresentations and/or provide false information with regards to MEST and/or any third party during the Sessions or in relation to their own expertise for tutoring the subjects that he has created a profile on MEST’s website and platform.

At the instance, a Tutor is unavailable for any Session, for any reason whatsoever, he shall not be entitled to the Tutor Consideration in relation to such Session. In case the Session was prepaid, MEST shall be entitled to a full refund, along with interest. The rights of MEST under this Clause shall be cumulative and not in alternate with the other rights that are vested at such an instances (including but not limited to damages and indemnification).

The Tutor shall only use Standard English with the End User unless otherwise instructed by MEST or at the request of the student based on the spoken languages listed by the Tutor on MEST’s platform.

In case of emergency rescheduling a valid reason for such rescheduling shall be corroborated with proper documentation which shall be allowed at the discretion of MEST and as such if rejected the Tutor shall be bound to refund such considerations allotted to him and/or (at the option of MEST) shall make available such Services that were denied to such End User in lieu of such rescheduling at any time which the End User may deem fit.

The Tutor shall always maintain a positive attitude throughout any Session and never show signs of frustration or anger.

During any Session, the Tutor shall at all times dress professionally an in an appropriate manner.

The Tutor shall keep MEST informed of any issues or problems with each End User, as and when they develop.

The Tutor shall, at the request of MEST, provide any reports and/or information as to End User’s performance and his own.

The Tutor shall under no circumstances discuss or share any personal information with the End User nor shall he entertain such discussions on the part of the End User. The sessions shall be specific to the subject of the Tutor and under all circumstances shall be for educative purposes. All renewals of tutoring sessions with the End User should be through MEST’s platform and follow the same process.

The Tutor shall bear all local taxes as he or she may be subject to in his/ her country.

The Tutor shall not engage in any activity and/or conversation with the End User other than strictly for the purposes specifically laid down under these Terms as integral constituents of the Services, prior to, during the continuance of, and after each and every Session.

The Tutor undertakes to promptly notify MEST at the instance the End User engages into any activity, conversation and/or conduct which falls outside the purview of the Services prior to, during the continuance of, and after any Session.

The Tutor specifically represents and warrants that he shall not initiate and/or continue any (personal, professional and/or otherwise) relationship with the End User in any manner whatsoever.

The Tutor shall not make any disparaging statements in relation to any person and/or organisation during his interaction with the Student or End User, whether during a Session or afterwards, including but not limited to the educational institution(s) he has been a part of and any of its tutors, teachers, instructors and members in the administration and support staff as well as authorised representatives. Tutors must always remain professional, unbiased and only provide professional tutoring services based on his subject matter expertise only.

RIGHTS OF MEST

Notwithstanding anything contained herein, the Tutor, inter alia, extends an exclusive, freely transferable, perpetual, royalty free license to MEST to use the Content for any reason whatsoever, including but not limited to its commercial exploitation.

MEST shall have the sole right to receive payments from any person in relation to the Services and any part thereof. For clarification of doubt, it is hereby stated that under no circumstances shall the Tutor derive any monetary benefit, whether directly or indirectly, in the form of monies and/or otherwise, from any person, in relation to the Content unless Tutor specifically asks the End User to purchase certain off-the-shelf content, books etc as required to conduct an effective tutoring and learning session. At such an instance, MEST specifically disclaims any and all liability that may arise in this regard vis-à-vis any Person (including but not limited to the User). The Tutor shall hold MEST harmless at the instance of any action and/or claim that may arise in such regard.

MEST reserves the right to enter into independent Tutor partnerships/agreements with third parties, in relation to the same Content that is provided by the Tutor. For avoidance of doubt, it is hereby clarified that this Agreement does not give the Tutor any exclusive rights in relation to any and all parts of the Services and/or any other product or services of MEST.

MEST shall have the sole right to grant or decline admission of a student. Any such request made by a student to a Tutor shall be reported by the Tutor to MEST

Subject to Applicable Law, MEST reserves the right to use any and all information that has been provided by the Tutor, whether in non-aggregated form or otherwise, for any marketing and/or promotional purposes (including but not limited to videos, photos, content etc).

Nothing in this Agreement shall restrict MEST from expanding to other commercial markets in any manner whatsoever, including but not limited to in collaboration with other third party partners and/or Tutors.

Notwithstanding anything contained herein, MEST shall have a unilateral right to terminate this Agreement.

Subject to Applicable Law, MEST reserves the right to ask for more information from the Tutor which is directly connected to the Services (including but not limited to reference checks, police or similar reports, educational qualification checks etc.

MEST reserves its right to monitor and/or record the use of all or any part of any Session.

PAYMENTS

For sessions organized by MEST (not via website), the tutor would get 100% of the Fixed amount specified by MEST for the session.

For sessions through the website:

The Tutor shall be entitled to fix his rates within the price bands approved by MEST (“Tutor Consideration”). MEST will amend the rates bands on an ongoing basis based on market conditions and good business practices including but not limited to creating geographic differentiation. MEST will be entitled upto 28.5% of the Tutor Consideration as facilitation fee which shall be deducted prior to the payment being processed to the Tutor. The terms of the payment structure envisaged herein shall be read in consonance with the structure delineated in the MEST’s website. For clarification of doubt, at times of the conflict, the terms of this Agreement shall supersede the terms laid down on MEST’s website.

At the instance of any promotional discount provided by MEST to any and all End Customer’s upto the extent of 28.5% of all receivables of the Tutor under this Agreement, the Tutor specifically agrees to such reduction to his remuneration and specifically disclaims any and all rights pursuant thereto under any contract, applicable law and/or equity.

MEST reserves the right to amend the pricing, pricing bands or structure in any transaction that falls within the purview of this Agreement from time to time for any reason whatsoever, subject to due notification of such amendment to the Tutor (direct notification or via MEST’s website) and the Tutor specifically disclaims any and all rights that vest upon him under any contract, law or equity in this regard.

Notwithstanding anything contained herein, the Tutor understands, agrees, affirms and acknowledges that the Tutor Consideration shall be the full and complete remuneration for any and all services envisaged under this Agreement.

EFFECTIVE DATE

The Effective Date of this Agreement shall be the date on which the Tutor accepts these terms on MEST platform in accordance with the process of registration and approval of the Tutor by MEST.

DECLARATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party hereby warrants that he has the legal right, power and authority to enter into, deliver and perform this Agreement and any other documents executed by him in connection with or pursuant thereto.

The Tutor specifically represents and warrants that he is proficient in the subject and the topic that he teaches during any Session.

The Tutor undertakes to do all preparation prior to lessons and to structure lessons in such a way as to optimize time to the benefit of the End User.

The Tutor specifically covenants that he shall keep confidential all information of the End User and shall contact such other parties in relation to the education of the End User only if given written permission by the End User to do so.

Notwithstanding anything contained herein, the Tutor does not have the right to assign any of his/her duties or obligations under this Agreement.

The Tutor represents and warrants that he has the full right to provide MEST with the intellectual property rights envisaged under this Agreement;

The Tutor undertakes to maintain a healthy working relationship with the End User

The Tutor shall comply with all applicable laws in the course of performing its obligations under this Agreement.

The Tutor agrees, affirms, acknowledges and understands that he is in no way covered by the either the End User or MEST in any matter(s) of insurance and will take out, should he deem appropriate, his own insurance policy in respect of any personal and/or third party claims.

The Tutor warrants that all information given to the End User (via MEST or otherwise) whether prior to, during the provision of the services envisaged under this Agreement, as well as post the services have been tendered are true and accurate in all respects. For clarification of doubt, the information envisaged herein shall include any and all information that the Tutor provides to MEST on an ongoing basis.

The Tutor represents that he/she has no criminal antecedents or convictions and/ or any criminal action is pending against him/her MEST reserves the right to a criminal background in any manner the Tutor deems fit.

The Tutor shall come well prepared for each Session, which includes refreshing his knowledge, marking previous work, coming up with a lesson plan, preparing examples, research into exam boards and subject material, an/or develop a plan to achieve the targets within the relevant timeframe.

The Tutor specifically represents and warrants that he is proficient in handling each and every aspect of technology which is required to carry out any and all functions under this Agreement.

The Tutor specifically represents and warrants he has access to a stable internet connection and adequate infrastructure such as computer, microphone, etc. necessary for due completion of any and all of his obligations under this Agreement.

The Tutor shall only work in quiet, ambient surroundings amenable to learning while taking any Session.

EVENTS OF DEFAULT

MEST shall, pursuant to Clause 11.1, have the right to terminate the Agreement with the Tutor in case of the following events (hereinafter referred to as “Events of Default”):

any breach of the duties of the Tutor under Clause 2 of this Agreement.

violation of any of the rights of MEST under Clause 3 of this Agreement.

breach of any covenants, declarations, representations and/or warranties of the Tutor under this Agreement (including but not limited to those specifically mentioned in Clause 6).

breach of any of the provisions of Clause 9 of this Agreement.

breach of any of the provisions of Clause 10 of this Agreement.

breach of any of the provisions of Clause 14 of this Agreement.

INDEMNIFICATION

The Tutor shall defend, protect, indemnify and hold harmless MEST and its directors, employees, agents, successors, and assigns (“Indemnified Parties”) from and against any and all claims in connection therewith  (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to

any misrepresentation by the Tutor to the Indemnified Parties.

any misrepresentation of the Tutor to any Third Party, including but not limited to any customers of the Services, with respect to the Indemnified Parties.

an Event of Default.

all taxes for which the Tutor may be liable.

the breach of any obligations by the Tutor of this Agreement.

INTELLECTUAL PROPERTY

Other than the Content (ownership of which is subject to the terms of this Agreement), MEST shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information which are subject matter of Services (collectively referred to as “Intellectual Properties”).

The Tutor will hold in confidence and not disclose or, except in performing its duties under this Agreement, use any Intellectual Properties.

Upon termination and as otherwise requested by MEST, the Tutor will promptly return to MEST all items and copies containing or embodying Intellectual Properties, if any.

Notwithstanding anything contained in this Agreement, Intellectual Properties include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.

Notwithstanding anything contained herein, in relation to the Content, the Tutor extends a royalty free, irrevocable, exclusive and freely transferable license to perpetuity to make use of the content made available by the Tutor (as well as derivative works and adaptation based on it) in any manner the Company deems fit. For clarification of doubt, the applicability of this Clause shall survive the termination of this Agreement.

RESTRICTIVE COVENANTS OF THE TUTOR

The Tutor shall not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of MEST.

During the Term of this Agreement the Tutor shall not, either directly or indirectly solicit or entice away or endeavour to assist any other Third Party in an endeavour to solicit or to entice away from MEST any employee, erstwhile customer, prospective customer and/or customer.

During the Term of this Agreement, the Tutor agrees to take no action which is intended, or would reasonably be expected, to harm MESTor its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to MEST.

TERMINATION

In case of an Event of Default, MEST may terminate this Agreement upon five (5) calendar days written notice unless the breach is cured within the notice period. In instances such as but not limited to impersonation of Tutor or fraudulent profile or provision of fraudulent documents or misbehaviour with MEST’s clients, MEST reserves the right to immediately terminate the Tutor’s agreement and delete the profile from MEST platform.

MEST also may terminate this Agreement at any time, with or without cause, upon five (5) days’ notice.

Notwithstanding anything contained in this Agreement, the rights and obligations under Clauses 2, 3, 4, 6, 7, 8,9,12, 13 and 14 (along with any ancillary clauses necessary for their due enforcement and implementation) shall survive the termination of this Agreement.

GOVERNING LAW AND ARBITRATION

This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of England and Wales.

Subject to Clause 12.3 below, these Terms shall be subject to the jurisdiction of the courts in Dubai.

Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by three (3) arbitrators. MEST shall appoint one (1) arbitrator, the User shall appoint one (1) arbitrator and the two arbitrators can jointly appoint the third arbitrator. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.

The seat as well as the venue of the arbitration at all times shall be Dubai.

All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.

The arbitration award shall be final and binding on the Parties, and may be enforced by any court of competent jurisdiction.

The Parties agree to bear their own costs of arbitration until such time that the arbitral tribunal does not pass an award deciding on the costs. The arbitrators may, (but shall not be required to), award to a Party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel).

When any dispute is under arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement.

ASSIGNABILITY

Notwithstanding anything contained herein, the Tutor shall not be entitled to assign his rights and obligations under the Agreement to a third party under this Agreement.

Notwithstanding anything contained herein, MEST reserves the right to assign and all of its rights, duties, obligations and liabilities under this Agreement. For clarification of doubt, it is hereby stated that nothing in this Clause and/or this Agreement shall provide the Tutor with any right, be it in the form of an affirmative vote or otherwise, at the instance of a Liquidation Event. The Parties shall execute such documents as may be necessary or desirable to give effect to such assignment.

CONFIDENTIALITY

The Tutor shall maintain the utmost confidentiality, regarding the Confidential Information at all times.

The Tutor shall not make any announcements to the public or to any third party regarding the arrangements contemplated by this Agreement without the prior written consent of MEST.

Nothing in this Clause 14 shall be applicable in relation to the Tutor disclosing his association with MEST on his online social media profiles.

SEVERABILITY

Any provision in this Agreement, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in the same or any other jurisdiction. Without prejudice to the foregoing, the Parties will immediately negotiate in good faith to replace such provision with a proviso, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.

AMENDMENTS AND WAIVERS

Any provision of this Agreement may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

INDEPENDENT CONTRACTORS

The Parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.

ENTIRE AGREEMENT

This Agreement contains the entire agreement of the Parties hereto with respect to the transactions envisaged under this Agreement and the inter-se rights and obligations of the Parties, superseding and replacing all negotiations, prior agreements, discussions, memoranda or heads of agreements, made prior to the date hereof amongst the Parties.

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