Dreamz Competitions Limited

105 Sunningdale Park, Belfast, County Antrim, Northern Ireland, NI693554 

(“Dreamz Competitions” or “the Company”),

and the Agent (hereinafter referred to as “the Agent”)

hereby enter into this 

Agreement (hereinafter referred to as “the Agreement”) 

on this [Date], collectively referred to as “Contracting Parties.”

1. Subject Matter of the Agreement, Compensation Plan

1.1. Dreamz Competitions operates an online platform offering global competitions, including but not limited to crypto-based skill-based competitions where participants purchase tickets to win prizes, such as cryptocurrencies, cars, tech products, and more (referred to as “Dreamz Competitions products”). This Agreement grants the Agent the right to promote Dreamz Competitions products as an independent representative in accordance with global laws and the following terms.

1.2. This Agreement encompasses the core collaboration between the Contracting Parties, along with the Compensation Plan, which outlines the Agent’s remuneration and incentives. Dreamz Competitions reserves the right to modify the Compensation Plan as needed, including pricing and structures based on economic factors in specific regions.

1.3. The Agent acknowledges and accepts the current Compensation Plan, pledging complete understanding and compliance.

1.4. Any amendments or additional provisions proposed by the Agent or third parties will be considered part of this Agreement only upon explicit written consent from Dreamz Competitions.

1.5. This Agreement grants the Agent limited rights to use product, trademark, and intellectual property rights, contingent on the Agent’s compliance with hosting fees and obtaining permission from the respective rights holders. This also applies to advertising materials and product statements.

1.5.1. Rights Granted: Dreamz Competitions hereby grants the Agent a non-exclusive, non-transferable, revocable right to use its trademarks, trade names, logos, and other intellectual property (“IP”) solely for the purposes of promoting and selling Dreamz Competitions products under this Agreement. This grant does not confer any title or ownership rights to the Agent.

1.5.2. Proper Use: The Agent must adhere strictly to all guidelines and standards provided by Dreamz Competitions regarding the use of its IP. The Agent shall not modify, adapt, or create derivative works based on any of Dreamz Competitions’ IP without explicit written consent.

1.5.3. Restrictions: The Agent shall not:

• Use Dreamz Competitions’ IP in a manner that might cause confusion with other brands or products.

• Use the IP in a way that could dilute, disparage, or bring into disrepute Dreamz Competitions.

• Register or attempt to register any trademarks, trade names, or domain names that are confusingly similar to those of Dreamz Competitions.

1.5.4. End of Agreement: Upon termination or expiration of this Agreement, the Agent must immediately cease all use of Dreamz Competitions’ IP and confirm in writing that they have done so.

1.5.5. Protection of Rights: The Agent acknowledges that Dreamz Competitions owns all rights, title, and interest in its IP and agrees not to engage in any act or omission that would infringe upon or harm those rights. The Agent shall notify Dreamz Competitions immediately upon becoming aware of any unauthorized use or infringement of its IP.

1.5.6. Indemnification: The Agent agrees to indemnify, defend, and hold harmless Dreamz Competitions from and against any and all losses, damages, liabilities, and costs, including reasonable attorneys’ fees, resulting from or arising out of the Agent’s unauthorized use or misuse of Dreamz Competitions’ IP.

1.5.7. Reservation of Rights: Except for the limited rights expressly granted in this Agreement, Dreamz Competitions reserves all rights, title, and interests in and to its IP. No other rights are granted, either express or implied, to the Agent under this Agreement.

2. Contractual Prerequisites and Relationship of the Contracting Parties

2.1. The Agent affirms that they meet all legal and official requirements to promote Dreamz Competitions products in their respective country. This includes registering their trade with the appropriate authorities and fulfilling all legal obligations, including but not limited to trade, tax, labour, and competition laws.

2.2. The Agent must appropriately report compensation received for referrals to the relevant tax authorities and fulfil tax obligations. Dreamz Competitions is not responsible for verifying this information and is indemnified from legal consequences resulting from false declarations.

2.3. The Agent shall not establish an employment relationship with Dreamz Competitions under any labour laws or jurisdiction. The Agent operates independently, determining the terms, schedule, and type of their activities. The Agent must comply with global laws, EU regulations, internal statutes, and Dreamz Competitions’ guidelines. 

2.4. The Agent is not an employee of Dreamz Competitions. The Agent shall not be entitled to any benefits or rights provided to employees of Dreamz Competitions. The Agent understands and agrees that they are solely responsible for their actions, decisions, and omissions in the course of promoting and representing Dreamz Competitions. Dreamz Competitions shall not be liable for any acts, errors, or misrepresentations made by the Agent. It is expressly understood that this Agreement does not create a partnership or joint venture between the parties.

2.5. The Agent agrees to indemnify, defend, and hold harmless Dreamz Competitions, its directors, officers, employees, shareholders and users from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the Agent’s actions or omissions that violate the terms of this Agreement.

2.6. The Agent may not market or introduce the Company to any of the countries in the banned list of companies that can be downloaded from the Dreamz Competitions Agent Portfolio back office (“Back Office”)., and additionally which may be communicated should there be changes over time.

2.7. The Agent is prohibited from representing Dreamz Competitions in legal or contractual transactions or making declarations on behalf of Dreamz Competitions. Declarations made by the Agent shall not bind Dreamz Competitions.

2.8. The Agent is not authorized to accept payments on behalf of Dreamz Competitions. Customers must make payments through the Dreamz Competitions crypto payment gateway.

3. Tasks and Duties of the Agent

3.1. The Agent is responsible for safeguarding Dreamz Competitions’ interests and ensuring that the Company’s reputation is not compromised.

3.2. The Agent’s primary duty is to promote Dreamz Competitions products and provide truthful and professional information to customers. Upon successful sales through personal recommendations, the Agent is entitled to compensation per this Agreement and the Compensation Plan that can be obtained from the Back Office.

3.3. The Agent is only permitted to recommend Dreamz Competitions products that are officially available for sale in accordance with local laws. These products will exclusively be accessible via the Dreamz Competitions website.

3.4. The Agent is prohibited from recruiting customers or Agents for third parties or engaging in cross-recruiting of existing users within Dreamz Competitions. 

3.5. The Agent may undertake marketing activities to promote Dreamz Competitions and its products but must obtain prior approval from Dreamz Competitions for external presentations or promotional activities using copyrights and trademarks. The full list of marketing guidelines can be obtained from the Back Office.

3.6. The Agent is encouraged to participate in Dreamz Competitions’ webinars and share the knowledge acquired with group Agents.

3.7. The Agent must stay informed about the current Dreamz Competitions products, the rewards system, and important information for customers and Agents, which is available through the Back Office.

3.8. The Agent is not permitted to assign their claims against Dreamz Competitions to third parties. Set-off or retention of payments is allowed only for undisputed counterclaims and as specified by the Company.

3.9. The Agent guarantees that their advertising activities comply with legal and contractual provisions and do not infringe on third-party rights. They are also liable for claims arising from illegal behaviour or actions in violation of this Agreement.

3.10. The Agent shall indemnify Dreamz Competitions from all third-party claims resulting from illegal behaviour, violations of this Agreement, or infringements on third-party rights.

3.11. The Agent may engage their own employees, sub-agents, or auxiliary personnel for their activities, ensuring that these individuals also adhere to the obligations specified in this Agreement.

3.12 The Services are exclusively provided for your personal, non-commercial utilization and are not intended for use by or for the benefit of any third party. We reserve the right, at our sole discretion, to alter, adjust, or decline to provide certain or all the Services to any individual, and to modify the eligibility criteria at any moment. Your entitlement to access and utilize the Services is automatically withdrawn if such access, use, or these Terms is prohibited or in conflict with any relevant law, rule, or regulation. Any changes as described above will be communicated via email or official communication channels as preferred by the company.

3.13. The Agent shall promptly forward all customer complaints and queries regarding Dreamz Competitions products to the support desk at Dreamz Competitions. The Agent shall not make any representations, warranties, or guarantees to customers on behalf of Dreamz Competitions without express written authorization.

4. Advertising Guidelines

4.1. The Agent may use only the original marketing materials provided by Dreamz Competitions. Any modification or alteration of these materials is not permitted unless approved in writing by Dreamz Competitions.

4.2. The Agent is responsible for placing and covering the costs associated with printing and distributing marketing materials.

4.3. The Agent must adhere to the terms of use of the websites selected for marketing.

4.4. The Agent must ensure that their marketing spaces and channels comply with legal provisions, including those related to electronic communications, consumer protection, and data protection.

4.5. Dreamz Competitions reserves the right to redesign or replace marketing materials. The Agent is responsible for using the latest advertising materials which can be find on the Back Office.

4.6. The Agent must refrain from impermissible or unlawful forms of advertising activities and internet marketing, such as improper use of cookies, sending unsolicited advertising emails, violating search engine guidelines, or creating channels and websites that may cause confusion with Dreamz Competitions’ web presence. Should channels, websites or internet marketing activities create confusion with Dreamz Competitions, the Agent will be emailed and/or contacted by our legal team to either request change or demand seizure of any such activities as to protect Dreamz Competitions market image and prevent reputational damage. Should the request or demand not be adhered to or repeated, then Dreamz Competitions has the right to take full legal action, including removal and transference of digital assets included in such activities. 

4.7 The Agent may not market the platform to minors under the age of 18 years.

5. Confidentiality

5.1. The Agent must maintain confidentiality regarding internal knowledge about Dreamz Competitions’ business model, corporate policies, and operating procedures, along with customer and resource protection. Violation of this confidentiality obligation may result in compensation liability and legal action.

5.2. The confidentiality obligations in 5.1 persist even after the termination of this Agreement, unless a separate written agreement supersedes them. Upon termination or when no longer required, the Agent may not further use materials provided during this business relationship, refraining from disclosing or using such information for any purpose, unless expressly authorized by Dreamz Competitions.

6. Remuneration & Cancellation

6.1. Compensation for the Agent is determined by the Compensation Plan that can be found in the Dreamz Competition Agent Rewards Program Back Office. The Agent is not authorized to demand compensation directly from customers. Dreamz Competitions may amend the Compensation Plan and introduce ad-hoc incentives as part of the Marketing Plan.

6.2. The Agent is entitled to compensation after the customer’s payment is received by Dreamz Competitions, based on the actual income received, and after the said competition closed and prize-winning process concluded. Chargebacks or return debits may result in the offset of previously paid commissions against future commissions or distributions.

6.3. In order to receive commissions, the Agent must have approved Know Your Customer (KYC) information, advance yearly subscription must be up to date and minimum compensation plan requirements met. Any fees paid in advance will not be refundable. 

6.4. The Agent annual fee cannot be refunded once paid. If termination is before the yearly renewal date, the agent will forfeit the fees.

7. Statements, Payments and Accounts

7.1. The Agent can access their statements online via their personal account login. Objections to statements must be raised within 10 business days via official communication channels as set out to Agents.

7.2. Agent commission payments will be processed on a weekly basis through their online wallet on the Dreamz Competitions agent portal. The Agent may process payouts of amounts over 50 USDT, providing the Agent wallet maintains a minimum value of 100 USDT. All associated transactional fees will be borne by the agent. 

7.3 All withdrawals will be processed to the Agent’s individual BitGo wallet or alternative wallet as communicated to Agents. Agents must ensure to activate their BitGo wallet and complete the needed compliance with BitGo and wallet registration within the Back Office. 

7.4 The agent’s account is for their personal use only. The agent may not allow others to use their account and may not or transfer their account to any other person or entity. The agent must safeguard the confidentiality of their password, and if they are using a device that others have access to, they must log out of their account after using the Services.

7.5. Dreamz Competitions is committed to safeguarding the security of agents’ online accounts. Detailed information about our security measures can be found in the Dreamz Competitions Privacy Policy. While we employ stringent security practices, the agent is also responsible for maintaining the confidentiality of their login credentials. Any suspected unauthorized access or breach should be promptly reported to Dreamz Competitions.

8.Remuneration in the form of commissions is paid to the agent without tax deductions. It is the responsibility of each agent to collect, report, and pay taxes to their local tax authorities.

9. Dispute Resolution:

Any and all disputes, claims and causes of action arising out of or in connection with any draw or compensation must be resolved individually and, subject to applicable law, not by any form of class action. All agents agree  to participate in alternative dispute resolution, including but not limited to mediation, regarding any and all disputes, claims and causes of action before resorting to the commencement of legal proceedings.

9.1. Mediation:

a. Initiation of Mediation: In the event of a dispute arising out of or relating to this Agreement, either party may initiate mediation by providing written notice to the other party, detailing the nature of the dispute and the intention to mediate.

b. Mediation Service: The mediation shall be conducted by Dreamz nominated mediator, or if both parties agree, another mediation service of their choice.

c. Costs: The costs of mediation, excluding individual attorney’s fees, shall be shared equally between the parties unless otherwise agreed.

d. Procedure: The mediator will assist the parties in coming to a voluntary resolution of the dispute. The mediation will be conducted in accordance with the rules and guidelines set by the chosen mediation service.

e. Confidentiality: All discussions during the mediation process are confidential and may not be used as evidence in any subsequent legal proceedings.

9.2. Arbitration:

a. Initiation of Arbitration: If mediation fails to resolve the dispute, either party may initiate arbitration by providing written notice to the other party.

b. Arbitration Service: The arbitration shall be conducted Dreamz nominated arbitrator, or another mutually agreed upon service.

c. Rules: The arbitration shall be conducted in accordance with the rules of the chosen arbitration service, and judgment upon the arbitrator’s award may be entered in any court having jurisdiction.

d. Venue: The arbitration shall take place in Belfast, Northern Ireland, unless both parties agree on a different location or online option. 

e. Costs: Unless the arbitrator decides otherwise, each party will bear its own costs and attorneys’ fees, and they will share equally the fees and expenses of the arbitrator.

f. Finality: The arbitrator’s decision shall be final and binding on both parties.

10. General terms of services 

You agree to access Dreamz Competitions platform and shall not engage in the following activities:

10.1 Impersonate or falsely claim any affiliation with another individual or entity. 

10.2 Disrupt or attempt to disrupt the normal operation of Dreamz Competitions. 

10.3 Utilize Dreamz Competitions for commercial purposes or on behalf of third parties unless expressly permitted in writing by Dreamz Competitions. 

10.4 Attempt to reverse engineer, decompile, or decipher any software used to provide Dreamz Competitions. 

10.5 Access, tamper with, or use non-public areas of Dreamz Competitions, our computer systems, or our technical delivery systems. 

10.6 Probe, scan, or test the security of any Dreamz Competitions system or network or breach security measures. 

10.7 Circumvent or disable any technology measures protecting Dreamz Competitions. 

10.8 Bypass territorial restrictions, including IP address-based limitations on Dreamz Competitions. 

10.9 Use Dreamz Competitions in a manner that disrupts or damages the Website or others’ ability to use Dreamz Competitions. 

10.10 Employ automated means to access or copy information from Dreamz Competitions. 

10.11 Use manual means to access or copy information without our prior written consent. 

10.12 Collect or store personally identifiable information from other users. 

10.13 Employ devices, software, or routines that interfere with the proper functioning of Dreamz Competitions. 

10.14 Introduce malicious software or material. 

10.15 Attempt unauthorized access to, damage, or disrupt our servers or connected databases. 10.16 Launch a denial-of-service or distributed denial-of-service attack. 

10.17 Utilize any Dreamz Competitions trademarks, logos, or proprietary information without our written consent. 

10.18 Forge email headers or send false information. 

10.19 Send unsolicited or unauthorized communications. 

10.20 Post content that infringes on intellectual property rights, violates laws, deceives, or is offensive. 

10.21 Encourage or enable others to engage in any prohibited activities.

While we are not obligated to monitor the Dreamz Competitions platform, we have the right to do so to ensure compliance with these Terms, applicable laws, and to protect the integrity of Dreamz Competitions. We may investigate violations and cooperate with law enforcement authorities when necessary.

11. Duties of Dreamz Competitions

11.1. Dreamz Competitions maintains a website and social media groups for general information, providing access to necessary information and forms.

By entering into this Agreement, the Contracting Parties acknowledge and accept the terms and conditions contained herein. This Agreement may be amended or updated by Dreamz Competitions as necessary. Continued participation in the Agent Program implies acceptance of any revisions to this Agreement.

This Agreement is executed on [Agent Upgrade Date] and is binding upon the Contracting Parties.