This Distribution Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”) by and among TechnoArt Corporation, a Delaware corporation (“TechnoArt”), Selina Global Marketing, LLC, a Delaware limited liability company (“Selina”), and [Name of Partner], a [Jursidiction][Entity Type] with a principal place of business located at [address] (“Partner”).TechnoArt. Selina and Partner are each referred to herein as (a “Party”) and collectively as (the “Parties”).


WHEREAS, TechnoArt has built and operates the TechnoArt-Selina Innovation Program (the “Platform”).

WHEREAS, Selina is a leading hospitality, real estate development and management company, that engages emerging companies in the technology, media and entertainment sector as tenants in its portfolio of commercial buildings;and

WHEREAS, Whereas Partner is a provider of certain products and services and desires to distribute such products and services to Grown Customers through the Platform.


NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

“Affiliate” of a Person, means any other Person that directly or indirectly, individually or through one or more intermediaries, Controls, is Controlled by, or is under common Control with, this Person.

“Control” (and with correlative meanings, the terms “Controlled by” and “under common Control with”) means, regarding any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, award, decree, other requirement, or rule of law of any federal, state, local, or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.

“Representatives” means a Party’s Affiliates, employees, officers, directors, partners, members, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.

“TechnoArt-Selina Innovation Program” means an innovation program designed for digital nomads and nomadic startup companies offering products, business development, educational content, networking events, mentorship and investor relations support.

“Territory” means territory as set forth in Schedule 1.

2. Distribution Rights.

2.1 During the Term, Partner will be granted a non-exclusive right, in the Territory, to distribute its products and/or services set forth in Schedule 2, as amended from time to time by written consent of the Parties (“Products and Services”), through the Platform to Grown Customers (“Distribution Rights”).

2.2 During the Term, Partner will market and promote the Platform in the Territory.

2.3 During the Term, Partner will provide office hours on the Platform.

2.4 During the Term, Partner will manage a weekly blog on the Platform.

3. Annual Activation Fee and Revenue Share

3.1 Annual Fee. As consideration for the Distribution Rights set forth above, Partner shall compensate TechnoArt with an annual cash payment as set forth in Schedule 3 (the “Annual Fee”), due and payable upon the Effective Date, and on each anniversary of Effective Date during the Term. Unless otherwise provided for herein, the Annual Fee will be due on or before the date listed on Schedule 3. All late payments shall bear interest at the rate of one half percent (0.5%) per month, calculated daily and compounded monthly, provided that this rate shall be decreased to the extent necessary to cause it to not exceed the highest rate permissible under applicable law.

3.2 Commission. As additional consideration for the Distribution Rights set forth above, TechnoArt shall receive a commission on Products and Services sold by Partner through the Platform as set forth in Schedule 2 attached hereto (the “Commision Share”). Payment of Commission will be due on a quarterly basis, within 30 days of each calendar quarter. Partner will keep accurate books of account and records at its principal place of business to substantiate their sales through the Platform under this Agreement. Partner agrees to make such books and records available to TechnoArt upon reasonable written notice. TechnoArt and its Representatives shall have the right, at all reasonable times during regular business hours on reasonable notice, to examine such books of account and records and all other documents and material relating to this Agreement. TechnoArt or its Representatives may make extracts and copies of relevant portions thereof. In the event an audit of Partner’s books of account and records indicates a payment variation of more than ten percent (10%), then the Parties agree that the Partner will reimburse the other for the reasonable cost of such audit.

4. Confidentiality. Each Party (the “Receiving Party”) acknowledges that in connection with this Agreement it will gain access to information that is treated as confidential by the other Party (the “Disclosing Party”), including but not limited to, information about its business operations and strategies, goods and services, customers, pricing, marketing, and other sensitive and proprietary information (collectively, the “Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 4 by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from another Person, provided that such Person is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party prior to being disclosed by or on behalf of the Disclosing Party; or (d) is required to be disclosed by Law, including pursuant to the terms of a court order; provided, that, the Receiving Party shall, to the extent permitted by Law, give the Disclosing Party prior written notice of such disclosure and an opportunity to contest such disclosure and to seek a protective order or other remedy to keep such Confidential Information confidential. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any Person, except to the Receiving Party’s officers, employees, consultants, accountants, and legal advisors who are bound by written confidentiality obligations at least as restrictive as this Section 4 and have a need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

5. Intellectual Property.

5.1 TechnoArt and Partner each understands and agrees that each of them owns certain Intellectual Property Rights (as defined below) in their own creative works and nothing herein shall transfer, or be deemed to transfer, such Intellectual Property Rights to the

other. Except as expressly set forth herein, prior to using Partner’s Intellectual Property Rights, TechnoArt agrees to receive Partner’s prior, written consent, and vice versa.

5.2 For purposes of this Agreement, “Intellectual Property Rights” means all right, title and interest in and to intellectual property arising throughout the world, including all: (a) copyrights and registrations and applications therefor, and rights in published and unpublished works of authorship (collectively, “Copyrights”); (b) domain names, websites and uniform resource locators (collectively, “Domain Names”); (c) trademarks, service marks, corporate names, trade names, logos, slogans, designs, trade dress, and other similar identifiers of source or origin (whether registered or unregistered), together with the goodwill of the business associated with any of the foregoing and registrations and applications to register any of the foregoing (collectively, “Marks”); (d) patents and utility models, design registrations, and applications for any of the foregoing, together with all counterparts, reissues, continuations, continuations-in-part, divisionals, and reexaminations thereof (collectively, “Patents”); (e) trade secrets, invention disclosures, know-how, inventions, discoveries, methods, processes, technical data, specifications, research and development information and other proprietary or confidential information, but excluding any Copyrights in or Patents on any of the foregoing (collectively, “Trade Secrets”); (f) mask works and registrations and applications therefor (“Mask Works”); (g) data rights, databases and data collections (including knowledge databases, customer lists and customer databases) under the laws of any jurisdiction, whether registered or unregistered, and any applications for registration therefor (“Database Rights”); (h) industrial design rights and any registrations and applications therefor (“Industrial Designs”); (i) intellectual property rights in Software; and (j) any and all similar, corresponding or equivalent rights to any of the foregoing. For the avoidance of doubt, registrations and applications shall include all renewals, restorations, corrections, reversions and modifications of the same, as applicable.

6. Representations and Warranties.

6.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of incorporation or organization;

(b) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and it has all the rights necessary to grant all the rights and licenses that it grants under this Agreement;

(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of the Party; and

(d) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

6.2 Disclaimer of Representations and Warranties. The Parties make no representations or warranties except for that provided in Section 6.1 above.


7. Indemnification and Insurance.

7.1 Partner General Indemnification. Subject to the terms and conditions set out in Section 7.3, Partner and its Representatives (collectively, “Partner Indemnifying Party”) shall indemnify, hold harmless, and defend TechnoArt and its Representatives (collectively, “TechnoArt Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”) incurred by the TechnoArt Indemnified Party, arising out of or relating to any claim of a third party alleging or relating to any grossly negligent or more culpable act or omission of Partner Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

7.2 TechnoArt General Indemnification. Subject to the terms and conditions set out in Section 7.3, TechnoArt and its Representatives (collectively, “TechnoArt Indemnifying Party”) shall indemnify, hold harmless, and defend Partner and its Representatives (collectively, “Partner Indemnified Party”) against any and all Losses incurred by the Partner Indemnified Party, arising out of or resulting from any claim of a third party alleging or relating to any grossly negligent or more culpable act or omission of TechnoArt Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

7.3 Exceptions and Limitations on General Indemnification. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party is not obligated to indemnify or defend an Indemnified Party against any claim (whether direct or indirect) to the extent that the claim or corresponding Losses arise out of or result from the Indemnified Party’s:

(a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or

(b) bad faith failure to comply with any of its obligations set out in this Agreement.

7.4 Indemnification Procedures. An Indemnified Party shall timely notify the Indemnifying Party of any claim. The Indemnified Party shall afford the Indemnifying Party the opportunity to undertake the defense of such claim through counsel retained by the Indemnifying Party at its sole cost and expense (which counsel shall be, however, reasonably satisfactory to the Indemnified Party). If the Indemnifying Party (i) fails to elect to undertake the defense of such claim within a reasonable time after notice from the Indemnified Party, or (ii) having undertaken the defense, thereafter fails to continue to do so diligently and in good faith, then the Indemnified Party may undertake the defense of such claim through counsel of its own choosing, and all reasonable fees and expenses in connection therewith shall be timely reimbursed to the Indemnified Party by the Indemnifying Party. If the Indemnifying Party is providing a defense for the claim, then it shall have the right to settle any such claim, provided that no such settlement shall be made without the prior written consent of the Indemnified Party.


8. Term and Termination.

8.1 Initial Term. The term of this Agreement (the “Initial Term”) commences on the Effective Date and continues for a period of two (2) years, unless and until sooner terminated as provided in Section 8.3 and Section 8.4 of this Agreement.

8.2 Renewal Term. This Agreement shall terminate on the expiration of the Initial Term unless otherwise agreed to in writing by the Parties.

8.3 TechnoArt’s Right to Terminate. TechnoArt may terminate this Agreement by providing written notice to Partner:

(a) If Partner fails to pay the required Annual Fee or Commission due under this Agreement (“Partner Payment Failure”) and the failure continues for sixty (60) days after Partners’s receipt of written notice of non-payment;

(b) Partner’s Products and Services fail to meet the standards quality set and required by TechnoArt (the “Standards of Quality”). A detailed description of the Standards of Quality will be delivered to Partner within thirty (30) days of the Effective Date.

(c) If Partner materially breaches any material provision of this Agreement (other than a Partner Payment Failure), and either (i) the breach cannot be cured, or (ii) if the breach can be cured, it is not cured within sixty (60) days after Partners’s receipt of written notice of the breach;

(d) If Partner becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy or under any other insolvency Law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents

to, the appointment of a trustee, receiver or custodian for a substantial part of its property, or is generally unable to pay its debts as they become due; or

(e) Any termination under this Section 8.3 is effective upon Partner’s receipt of TechnoArt’s written notice of termination or any later date set out in the notice.

8.4 Partner’s Right to Terminate. Partner may terminate this Agreement by providing written notice to TechnoArt:

(a) If TechnoArt materially breaches any material provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by TechnoArt within sixty (60) days after TechnoArt’s receipt of written notice of breach; or

(b) If TechnoArt becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy or under any other insolvency Law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consent to, the appointment of a trustee, receiver or custodian for a substantial part of its property, or is generally unable to pay its debts as they become due.

(c) Any termination under this Section 8.4 is effective upon TechnoArt’s receipt of Partner’s written notice of termination or any later date set out in the notice.

8.5 Post-termination Rights and Obligations.

(a) Effect of Termination. On expiration or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement:

(i) all outstanding amounts payable by Partner to the TechnoArt (including any and all Commissions accrued as of the date of expiration or termination) shall immediately become due and payable;

(ii) Partner’s obligation for payment of the Commission shall not survive the expiration or termination of this Agreement (except for payment of any and all Commission accrued as of the date of expiration or termination);

(iii) all rights granted pursuant to this Agreement shall terminate; and

(iv) Each Party will remove the other Party’s trademarks, including any logos from its website and all future advertising and marketing collateral.

8.6 Surviving Rights. Any rights or obligations of the Parties in this Agreement, which, by their nature, should survive termination, or expiration of this Agreement will survive any such termination or expiration, including the rights and obligation set forth in Section 2 through Section 8.

9. Miscellaneous.

9.1 Notices. Unless otherwise provided herein, whenever notice or consent is required to be given by the terms of this Agreement, it shall be in writing and shall be sent by electronic mail to the Party to be notified at such Party’s electronic mail address set forth below, or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand, messenger or courier service addressed to the Party to be notified at such Party’s address set forth below, or as subsequently modified by written notice. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day, (ii) if delivered by hand, messenger or courier service, when delivered, (iii) if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier, or (iv) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid.

If to Partner: [Partner]

Address: [•]

Attn: [•]

Email: [•]

If to TechnoArt: TechnoArt Corporation

Address: [•]

Attention: Shani Peled Email: [email protected]

With a copy to:

TechnoArt Legal Matters

Address: 12505 Park Potomac Avenue, 6th Floor, Potomac, MD 20854 Attention: Anthony Millin, Esq. Email: [email protected]

9.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in the case of a change in control, merger or sale of all or substantially all of its assets or stock.

9.3 Further Assurances. Each Party shall, upon the reasonable request of the other Party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

9.4 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

9.5 Public Announcements. Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

9.6 Entire Agreement. This Agreement and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

9.7 No Third-Party Beneficiaries. Except with respect to the indemnification rights provided in Section 7, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

9.8 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

9.9 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

9.10 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.11 Dispute Resolution. The Parties shall resolve any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a “ Dispute”), under the provisions of Section 9.12. The procedures set forth in this Section 9.12 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time:

(a) Negotiations. The Parties shall first attempt in good faith to resolve any Dispute by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within ten (10) business days after one Party provides notice to the other Party of such Dispute (the last day of such time period,

the “Mediation Escalation Date”), either Party may initiate mediation under Section 9.12(b).

(b) Mediation.

(i) Subject to Section 9.12(a), the Parties may, at any time after the Mediation Escalation Date, submit the Dispute to any mutually agreed mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties.

(ii) The Parties further agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

(c) Litigation as a Final Resort. If the Parties cannot resolve for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation for any Dispute within thirty (30) days after the Mediation Escalation Date or agree to any settlement proposed by the mediator for any Dispute within thirty (30) days of the mediator’s proposed settlement, either Party may file suit in a court of competent jurisdiction in accordance with the provisions of Section 9.13.

9.12 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the city of Dover and County of Kent, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, and expressly waives any argument that such exclusive jurisdiction and venue are inappropriate or inconvenient. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.



9.14 Equitable Relief. Each Party acknowledges that a material breach by the other Party of this Agreement may cause the non-breaching Party irreparable damages, for which an award of money damages may not be adequate compensation, and each Party agrees that in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other remedy to which the non-breaching Party may be entitled at Law or in equity. Such remedies shall not be deemed to be exclusive, but shall be in addition to all other remedies available at Law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary. Any obligation of a Party seeking an injunction hereunder, to prove actual damages or post any bond or provide other surety is hereby waived to the fullest extent permitted by Law, but if a bond or other surety must be provided in spite of the foregoing waiver, the Parties hereto agree that a bond in the amount of US One Thousand Dollars ($1,000) is reasonable.

9.15 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, email (including PDF or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.


IN WITNESS WHEREOF, the Parties hereto through their authorized representatives have executed this Agreement as of the Effective Date written above.



Name: Shani Peled

Title: Chief Executive Officer















A. Annual Fee

1. The Annual Fee shall equal [Dollar Amount].

B. Commission

1. TechnoArt shall receive [Percent] percent (__%) of gross revenue collected by Partner from sales of Products and Services through the Platform.

C. Cost Per Acquisition (CPA)

2. TechnoArt shall receive [USD ] for each customer acquired by Partner through the Platform