This Intermediary Project Promotion Agreement (the “Agreement”) is entered into on the date and time registered by the electronic signature software used to sign the agreement,  by and between:

ChangeMastr FZ-LLC, a company registered in the United Arab Emirates, Registration No. 4056421, having its registered address at
VUNE0003, Compass Building,
Al Hulaila Industrial Zone-FZ,
Ras Al Khaimah, UAE

(hereinafter referred to as “ChangeMastr”), represented by Hermann Gerhard Woithe.

AND

, an individual or legal entity, with Identity or Registration Number , with its principal place of business at ,

(hereinafter referred to as the “Intermediary”), represented by .

THE PARTIES 

In this Agreement, ChangeMastr and the Intermediary may be referred to individually as a “Party”, or collectively as the “Parties”.

WHEREAS:

1. ChangeMastr is in the business of providing marketing and project management services through its website https://pitchmastr.com (the “Website”), to promote investment opportunities, and has entered into agreements with project owners (the “Project Owner”) to receive at-risk compensation (the “Success Fee”) for providing marketing and project management services that enable a Project Owner to secure investment for their specific projects (the “Project” or “Projects”), each listed on individual web pages (the “Pitch Page” and “Investment Memorandum” pages of every Project) on the Website;
   
2. The Intermediary has the expertise and network to help ChangeMastr promote such Projects;
   
   
3. ChangeMastr wishes to engage the services of the Intermediary to assist in marketing and promoting specific Projects under the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Scope of Services

The Intermediary agrees to use its best efforts to promote and facilitate investment in Projects presented by ChangeMastr on the Website. This may include, but is not limited to, introducing potential investors, conducting presentations, and other promotional activities.

2. Success Fee and Compensation

2.1. ChangeMastr agrees to pay the Intermediary 50% (fifty percent) (the “Intermediary Success Fee”) of the Success Fee received by ChangeMastr from the Project Owner, subject to the conditions set out in this Agreement.

2.2 The Intermediary Success Fee will become payable when an Investor that is registered on the Intermediary’s account page, located at https://pitchmastr.com/account/ (the “Account Page”) under the My Investors tab, invests in the Project, subject to the conditions set out in this Agreement. 

2.3 ChangeMastr will only pay one Intermediary per Investor. Should two or more Intermediaries collaborate on a Project on behalf of one Investor, they will agree the allocation of the Intermediary’s Success Fee amongst themselves.

2.4 Should two or more Investors invest in the Project, ChangeMastr will allocate and pay the Intermediary Success Fee to the registered Intermediaries, in the proportion of each Investor’s investment.

Example: 

• Total Project Investment: $10m (100%)
• Investor A invests $8m (80%) - Intermediary for Investor A gets 80% of the Intermediary Success Fee
• Investor B invests $2m (20%) - Intermediary for Investor B gets 20% of the Intermediary Success Fee

3. Registration of Investors

3.1 For the purpose of this Agreement, an “Investor” is defined as an individual, Company, Trust, Angel Investor, Family Office, Accelerator, Incubator, Venture Capitalist, Private Equity Fund, Corporate Investor, Crowdfunding Investor, Institutional Investor, Government and Public Grant office, Syndicate Investor, Hedge Fund, Sovereign Wealth Fund, University Endowment Fund, Bank, Mezzanine Investor, Revenue-Based Financing Investor, or Corporate Venture Capital Fund with the legal standing, financial means and bona fide motivation to invest in a Project. 

3.2 An Intermediary may represent any of these Investor types.

3.3 Should an Investor have more than one registered office, and these registered offices make independent investment decisions, these different registered offices can be registered by different Intermediaries as separate Investors, per Project.

3.4 It is incumbent upon the Intermediary to note the specific registered office that they are representing, when registering the Investor on the Website. They should specify this under Company Name as follows: “Company Name - City/Country office”

Examples: 

• Widget Investors - Abu Dhabi Office
• Acme Fund - New York Practice
• The Best Fund - Japan

3.5 To ensure that the Intermediary’s Success Fee is correctly allocated, the Intermediary has to upload their Investors to the Website, using the Google Form located on their private Account Page, under the Add Investors tab, so that they can be registered to the Intermediary’s name.

3.6 Investors are registered PER PROJECT. Registering an Investor for one Project does not provide an Intermediary with claims against ChangeMastr for the Intermediary Success Fee for other Projects on the Website that the Investor may invest in. 

Example: 

• Investor A is registered with Intermediary K for Project S. 
• At the same time, Investor A is registered by Intermediary L for Project T.
• Intermediary K has no claim for the Intermediary Success Fee for an investment by Investor A in Project T.

3.7 Should two or more Intermediaries claim to be representing the  same Investor, the Intermediary that first registered the Investor on the Website will be recognized as the registered Intermediary of the Investor, the second and subsequent Intermediaries claiming to represent the Investor, will have no claim against ChangeMastr for the Intermediary Success Fee.

3.8 The name, surname, company name, email, Project for which they are registered, and time stamp of registration of all Investors registered on the Website are captured on the Google Sheet, ID 1cc5fM6GqPAB7nF-6kfpm4okmT6u0ib6lBu5G1JIrVZQ (the “Master List”).

3.9 Upon submission of an Investor by an Intermediary to the Master List, ChangeMastr will verify the submissions within 48 hours against the existing entries on the Master List, ensuring that the Investor has not previously been registered by another Intermediary for the Project.

3.10 Should the Investor not appear on the Master List for the Project, ChangeMastr will register the Investor against the name of the Intermediary, for the Project. Once an Investor is registered on the Website with an Intermediary for a specific Project, that Investor cannot be registered by any other Intermediary for that Project.

3.11 The Intermediary will be able to view their registered Investors for every Project on their Account page under the My Investors tab. The registered Investors are displayed, one per row, in the following format:

TIMESTAMP OF INITIAL REGISTRATION | INTERMEDIARY EMAIL | PROJECT | INVESTOR COMPANY NAME | INVESTOR FIRST NAME | INVESTOR LAST NAME | INVESTOR EMAIL

The PROJECT field contains the name of the project, the value of the Investment sought, and the Project Success Fee percentage that ChangeMastr agreed with the Project Owner, so that Intermediaries could calculate their potential Intermediary Success Fee. 

Example:

• Acme Project - $10m - SF 5%   (SF = Success Fee)

3.12 Intermediaries are only able to claim the Success Fee against names of Investors that appear in their “My Investors” tab.

3.13 The Master List is connected to another Google Sheet called the “PitchMastr Investor List”, through the =IMPORTRANGE() Google Sheets function. Entries added or updated on the Master List are automatically displayed on the Pitchmastr Investor List.

3.14 The PitchMastr Investor List is viewable by all registered Intermediaries from their Account Page. The PitchMastr Investor List displays the following information: TIMESTAMP | PROJECT | INVESTOR COMPANY NAME | STATUS.

The STATUS Column has one of 4 states: Unallocated (Default State), Allocated (to an Intermediary), Pre-Existing (for Intermediaries trying to upload and claim an Investor that already exists for that Project), Demo (for demo and testing data)

4. Payment Terms

4.1. Payment of the Intermediary Success Fee will be made within ten (10) business days after ChangeMastr has received the full Success Fee from the Project Owner.

4.2. Payments will be made via bank transfer to the bank account designated by the Intermediary in writing, or through another mutually agreed method.

5. No Claim if Success Fee Not Received

5.1. The Intermediary acknowledges and agrees that the Intermediary Success Fee is dependent on ChangeMastr’s receipt of the Success Fee from the Project Owner.

5.2. The Intermediary shall have no claim, entitlement, or recourse against ChangeMastr if ChangeMastr does not receive the full success fee from the Project Owner, regardless of the reasons for non-payment.

6. Term and Termination

6.1. This Agreement shall commence on the date hereof and continue until the Intermediary has received the agreed compensation, unless otherwise terminated by either party.

6.2. Either party may terminate this Agreement at any time upon giving written notice to the other party, provided that such termination shall not affect the Intermediary’s right to receive any Intermediary Success Fee for services rendered before the date of termination, subject to the terms of this Agreement.

6.3 The parties may agree to continue the Agreement indefinitely, should the Intermediary be interested in providing services for more than one Project, subject to the terms and conditions of this Agreement.

7. Confidentiality

7.1. The Intermediary agrees not to disclose any confidential information regarding ChangeMastr, the Project Owner, any Project, the terms and conditions of this Agreement, or any related matters without the prior written consent of ChangeMastr, unless such disclosure is required by law.

8. Dispute Resolution and Governing Law

8.1 Should any dispute arise out of the registration of Investors to Intermediaries, the time stamps captured in the Master List will provide the required evidence.  The Version History function in Google Sheets ensures the integrity of this data.

8.2 Regardless of any action brought by the Intermediary, the maximum liability of ChangeMastr for any and all claims, costs, fees under this Agreement, is capped at the value of the Intermediary’s Success Fee for the Project in question.

8.3 Any dispute arising out of or in connection with this Agreement shall be resolved amicably between the Parties. If the Parties cannot resolve the dispute, it shall be submitted to arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC).

8.4 This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates.

9. Miscellaneous

9.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements, representations, or discussions.

9.2 Any amendments to this Agreement must be in writing and signed by both Parties.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date registered by the electronic signature software used to sign the agreement.

Leave this empty:

Your legal name

Your email address

Please Confirm full name and signature.

Change fonts

• Draw Signature
  
• Type In Signature
  

Draw your signature with your mouse, tablet or smartphone Clear

I agree that I am and I agree this is a legal representation of my signature for all purposes just the same as a pen-and-paper signature

Insert Signature

I agree that I am and I understand this is a legal representation of my signature

Adopt & Sign

Signed by Hermann Woithe
Signed On: October 2, 2024

Signature Certificate

Intermediary Project Promotion Agreement

Unique Document ID: e34e7d578765d040fec2cb39eb392f0413b0aaf2

Build. Track. Sign Contracts.

Timestamp	Audit
October 2, 2024 9:07 am +04	Intermediary Project Promotion Agreement Uploaded by Hermann Woithe - admin@changemastr.com IP 5.30.164.41

This audit trail report provides a detailed record of the online activity and events recorded for this document.

https://pitchmastr.com/