1. INTRODUCTION

The Midas Ambassadors Club (MAC) is located in Wyoming USA and is a wholly owned for profit subsidiary of Chain Lab Games LLC (CLG). The MAC offers an online only, club membership that provides access to like-minded people and online training programs designed to help you maximize your experience in the Midas Metaverse. Midas Ambassadors (MAs) are regarded as the builders of the Midas Metaverse therefore a key focus of the MAC is to assist you in maximizing your income opportunities by filling your personal Midas Matrix to its capacity of 88,572 members.

2. SUMMARY OF TERMS & CONDITIONS OF MEMBERSHIP

1. 1. One time initiation fee is USD $150 + Tax
   2. Annual membership fee is USD $100 + Tax, which commences in year two with a one-year minimum commitment.
   3. Subscriptions are billed every year after that without a lock-in.
   4. To terminate your membership, send an email to midasambassadors@chainlabgames.com at least one day prior to the next billing
   5. One individual or membership can access the exclusive Midas Ambassadors Clubhouse located in the Midas Metaverse.

3. DETAILED TERMS & CONDITIONS OF MEMBERSHIP

A. Personal Affirmation: I the Applicant affirm that:

• • I am at least 18 years of age;
  • I am not someone who has been previously terminated by the MAC;
  • I am not incarcerated or housed in a correctional facility;
  • I hereby submit my application to join the MAC as a MA.

B. Compensation Plan and Policies and Procedures: I have read and understand all of the terms and conditions of this membership agreement, the Compensation Plan, and the Policies and Procedures of the MAC – all of which are incorporated herein by reference – have been read in full and carefully, and I promise to abide by them.

C. General Terms: I have read and agree to the following:

1. 1. The MAC has not offered me a job and I am not able to bind the MAC in any way;
   2. My potential income is entirely dependent on direct and indirect affiliate commissions and bonuses in relation to my individual efforts to bring new Citizens, Ambassadors, and Merchants into the Midas Metaverse;
   3. My success as a MA is not guaranteed and is dependent on my individual efforts and other circumstances that may be beyond my control may impact my level of success;
   4. As a MA, I am not guaranteed any specific income other than the standard share in the Net Profit of the Midas Metaverse that is available to all members and is attributed to my personal Midas Matrix and any Merchant listing commissions that I may earn as a result of listing new Merchants;
   5. I have reviewed the Midas Metaverse “What If Calculator” and the Midas Metaverse “Prize Pool Calculator” and I understand that these are just tools that enable me to consider various hypothetical scenarios that may or may not occur and that they do not represent a guarantee of actual earnings or a guarantee of actual prize money that I or other members may receive;
   6. As a MA, I have not relied on any representations made by the MAC or anyone who introduced me to the opportunity regarding my personal income or the potential number of members that I might acquire in my matrix as a result of their or my own efforts;
   7. I am not required to purchase any sales or marketing materials, products, or services;
   8. As a MA the only fees associated with my becoming a MA are the Initiation Fee and then commencing in the second year the Annual Membership Fee.

4. PAYPAL ACCOUNT

I understand and agree that I will need a PayPal account to receive commission payments:

1. 1. Go to https://www.paypal.com and follow the instructions;
   2. Go to Sign Up;
   3. Select the desired account type: personal or business;
   4. Select Get Started;
   5. Enter all of your personal data by following the instructions.

5. MA RANKS

The MAC uses a Hierarchical Structure (Ranks) to recognize and incentivize MAs to recruit new members. MAs are assigned ranks based on the number of members they have attained within their personal Midas Matrix. Higher-ranked members may receive additional bonuses and other incentives and may have more influence within the organization. The ten Ranks of the MAC are shown in the illustration below:

6. PERSONAL MIDAS MATRIX

I acknowledge that my personal Midas Matrix is a 3×10 forced matrix. That I am limited to directly recruiting 3 members on Level 1 of my matrix and that thereafter I may continue to directly recruit new members who will automatically be placed on the next available level from left to right under the next available member. I understand that I can also specify who one of my Direct recruits is placed under by using the QR code or affiliate link of the person under whom I wish to place them. I understand that only in relation to recruiting new MAs that I will receive a $20 Direct commission for each new MA recruited using my QR code or affiliate link and that if I use the QR code or affiliate link of another member that the Direct commission will be attributed to their QR code or affiliate link . I understand that the MAC Viral Growth Strategy is a fundamental recruitment program of the MAC which encourages each MA to directly recruit just three new members and then work with each of those members to do the same thing. If this process is successfully repeated down the ten levels of the Midas Matrix then the viral result is 88,572 total members. The number of total members required to progress from Rank Level 1 to Rank Level 10 are shown below:

7.AMBASSADOR CERTIFICATION

I understand and agree that in order for me to be able to approach Merchants and Influencers that I must first successfully complete the MAC Ambassador Training program.

8. MATRIX RESPONSIBILITY

I understand and agree that I am in charge of managing my personal Midas Matrix and that I have a responsibility to assist where possible all members (my downline) within my personal Midas Matrix. I am responsible for the members that I have Directly recruited including Citizens and Ambassadors and for those that are Indirectly recruited by other members within my personal Midas Matrix. I understand that the best results will be achieved by helping all members adopt a similar understanding and approach. I commit to staying in regular contact with my downline in order to assist, mentor, and inspire them.

9. RIGHT TO SELF-TERMINATE

I understand and agree that I may terminate my membership at any time by sending an email to midasambassadors@chainlabgames.com at least one day prior to the next annual membership billing date. I understand that any membership fees paid by me prior to self-termination are non-refundable.

10. NET PROFIT SHARE

I understand and agree that if I terminate my MA membership or that if my MA membership is terminated by the MAC that my status in the Midas Metaverse will revert to Citizen and that the share of net profit allocated to my personal Midas Matrix will reduce from 90% to 10%.

11. LIMITED AUTHORITY

I understand and agree that subject to the terms and limitations set forth from time to time by the MAC, the Terms and Conditions of my Ambassador Club membership gives me, as a MA, the limited authority (but not the responsibility) to recruit new Citizens, Ambassadors, and Merchants into the Midas Metaverse.

12. REPRESENTATIONS

I understand and agree that in the process of recruiting new Citizens, Ambassadors, and Merchants into the Midas Metaverse that I will:

1. 1. Conduct myself in a lawful, moral manner;
   2. Make no false or misleading statements regarding the Midas Ambassadors Club, the Midas Metaverse, or any products or services offered by Merchants within the Midas Metaverse, or the relationship between myself and the MAC.

13. LIABILITY

To the extent allowed by law, neither the MAC, CLG, the Midas Meta DAO, or the Midas Metaverse (the Midas Group) shall be liable under any circumstances for any damage or loss of any kind, including consequential, special, punitive, compensatory, or indirect damages, losses, or profits which may arise from any cause, including but not limited to breach of warranty, delay, act, error, or omission on the part of any the Midas Group or any of its suppliers or service partners, or in the event that a product or service is discontinued, modified, interrupted, or suspended, whether as a result of the Midas Group or its suppliers or partners, or by an event outside of their control.

14. LOGOS AND TRADEMARKS

I understand and agree that:

1. 1. The MAC specifically retains all proprietary rights to the MAC name, logo, trademarks, service marks, and other related materials;
   2. The MACs’ copyright materials;
   3. Any other intellectual property used by the MAC in connection with the Midas Metaverse goods or services; or included in or pertaining to the Midas Groups’ business operations, procedures, systems, or documentation (collectively, the “Intellectual Property”);
   4. The Midas Group is the only owner of such intellectual property; and
   5. As a MA the rights granted to me have no bearing whatsoever on the Midas Groups’ ownership of the intellectual property.

15. INTELLECTUAL PROPERTY

I understand and agree that for the duration of my membership in the MAC that the Terms and Conditions of the MAC provide me with permission to utilise the Intellectual Property of the MAC to the degree that it is included in the marketing materials that I am allowed to use in compliance with the Policies and Procedures. As a result, I pledge to refrain from using the Intellectual Property or the advertising or promotional materials that it creates, designs, or publishes in any way other than in line with the MAC’s policies and procedures. I am aware that any materials I receive from the MAC or buy from them cannot be copied or duplicated, and that using any intellectual property without permission is against the law and the MAC Terms and Conditions. I promise to abide by the MAC’s guidelines regarding the usage of the intellectual property. The MAC has the right to revoke my use of the intellectual property at any time, in which case I must stop using it and give the MAC back any and all of the intellectual property that I own or control.

16. TAXES, INSURANCE AND LIABILITY

I understand and agree that in connection with the MAC Terms and Conditions, that as a MA I am responsible for paying my own taxes on income received in my personal Midas Matrix, and from Direct commissions, and for maintaining any insurance that I deem to be necessary in carrying out my role as a MA. I hereby release the MAC from all liability and agree to keep the MAC indemnified against any claim, action, damage, loss, liability, cost, expense, or payment that the MAC may suffer or incur directly or indirectly in connection with or related to any failure on my part to pay any taxes when they become due.

17. AUTONOMY

I understand and agree that subject to the MAC Terms and Conditions, Policies and Procedures, and all relevant laws, regulations, and industry codes, I am free to choose my own means, methods, and manner of operating as a MA as well as the hours and location of my activities providing that they do not breach the Policies and Procedures of the MAC. While I maintain considerable control over how I operate as a MA I am also accountable to the local government’s consumer protection laws in the country where I am operating for acting in a fair and moral manner towards all members of the public including other MAs.

18. NO RESTRICTION OF TRADE

I understand and agree that as a MA I am not restricted from engaging in any other real- world or online business, networking, or multilevel marketing business except in a manner that would violate the MAC Policies and Procedures, especially with reference to the improper use of private information.

19. PRESENTATIONS

I understand and agree that the Policies and Procedures of the MAC provide specific guidelines that I am required to follow in relation to marketing to prospective Citizens, Ambassadors, and Merchants, and I agree to use these materials in the prescribed manner.

20. MERCHANT LISTINGS

I understand and agree that:

• • Merchants must be of the type found on the MAC approved Merchant Category List to be able to purchase a virtual store in the Midas metaverse.
  • MAs may approach a maximum of ten (10) new Merchants at a time from the approved Merchant Category List. MAs wanting to approach Merchants must first check that the Merchant is marked as Available by entering the name of the business into the MAC Merchant CRM. If the search returns available the MA may approach the Merchant if the search returns not available it will have one of three notations (1) not available Listed, which means that the Merchant has become a member, (2) not available Assigned, which means that the Merchant has been assigned to a MA, (3) not available Do Not Contact Until which means that the Merchant has previously been approached by a MA and has rejected the approach at that time but can be reapproached after the nominated date. MAs having searched the MAC Merchant CRM and finding the Merchant status as available can then select the Merchant which changes its status to Assigned from which time the MA has 14 days to approach the Merchant using the MAC approved presentation. Merchants that have not been approached after 14 days have their status changed from Assigned to Available.
  • Merchants must agree to sell their goods and services both virtually as NFT and actual as real-world products or services.
  • Merchants must agree to accept a minimum of 10% of the retail price for their goods and services in Micoins.
  • Merchants must agree to purchase a 2D listing for their store or  a 3D virtual shop or office within the Midas Metaverse from which to conduct business.
  • MAs must reply to all Merchant questions in a timely manner however the responsibility for managing the ongoing interactions between the merchant and the Midas Metaverse will be managed by the Midas Business Bureau (MBB).
  • MAs must maintain the confidentiality of all Merchant information and data.

MERCHANT SALES AND COMMISSION

MAs will receive a commission paid by the MAC for the successful listing of a new Merchant in the Midas Metaverse and Merchants will receive a 2D or virtual store and supporting materials.

• • MA Commission: The MAC pays MAs a direct commission of 10% of the sale price of the Merchant Shop or Office purchase price. For example, a retail store purchased for $1,000 generates a direct commission to the MA of $100.
  • Matrix Commission: The MAC pays the Midas Matrix an indirect commission of 10% of the sale price of the Merchant Shop or Office purchase For example, a retail store purchased for $1,000 generates an indirect commission to the Midas Matrix of
  • $100 which is equally distributed over 10 levels at $10 per level.
  • Midas Metaverse Commercial Real Estate: The Midas Metaverse Commercial Price List is published by the Midas Meta DAO and supplied to the Shops and offices for sale are found on the price list. The price for virtual commercial real estate in the Midas Metaverse is based on a sliding scale that increases in price based on the number of total members in the Midas Metaverse. The price list is also published on midasmeta.com.
  • Merchant Start Up Kit: All Merchants listed on the Midas Metaverse receive a start- up kit to assist them in the creation of their virtual 3D presence in the Midas Metaverse. The following items are included in the start-up kit:

• • • 1 x New Merchant Video
    • 1 x 3D Digital Camera
    • 1 x Camera Tripod
    • 1 x 3600 Rotating Electronic Turntable

22. INFLUENCERS

MAs may approach real-world Influencers with a view to having them become Citizens or Ambassadors in the Midas Metaverse and promoting the Midas Metaverse to their subscriber of follower base.

1. 1. All interactions between MAs and Influencers must be conducted in a professional manner.
   2. MAs must follow the approved MAC Presentation Guide and use only approved MAC Presentation Material.
   3. Influencers must be of the type found on the MAC approved Influencer Category List to be able to participate in the Midas metaverse.
   4. MAs may approach a maximum of ten (10) new Influencers at a time from the approved Influencer Category List. MAs wanting to approach Influencers must first check that the Influencer is marked as Available by entering the name of the Influencer into the MAC Influencer If the search returns Available then the MA may approach the Influencer if the search returns not available it will have one of three notations (1) not available Listed, which means that the Influencer has become a member, (2) not available Assigned, which means that the Influencer has been assigned to a MA, (3) not available Do Not Contact Until which means that the Influencer has previously been approached by a MA and has rejected the approach at that time but can be reapproached after the nominated date. MAs having searched the MAC Influencer CRM and finding the Influencer status as available can then select the Influencer which changes its status to Assigned from which time the MA has 14 days to approach the Influencer using the MAC approved presentation. Influencers that have not been approached after 14 days have their status changed from Assigned to Available.
   5. Influencers who have joined as either Citizens or Ambassadors are members of the Midas Metaverse and subject to the general Terms and conditions.

23. COUNTRIES

The Midas Metaverse publishes a List of Countries that are supported which enable people to join as Citizens, Ambassadors, and Merchants. The number of countries supported will be periodically reviewed with a view to making the Midas Metaverse widely available. At the time of this publication 50 countries are supported as shown in the table below:

26. AMBASSADOR ANNUAL FEE

I understand that the MAC Annual Membership Fee is US $100 and that the use of funds is as follows:

1. Midas Matrix: $60 which is paid 10% to Citizens and 90% to Ambassadors divided equally over 10 Levels;
2. CLG Development: $40 which is used to develop the Midas

27. MERCHANT MARKETING FEE

Merchant Marketing Fee: I understand that the Midas Metaverse charges Merchants a Marketing Fee on the value of all transactions. The following example is for a US $150.00 transaction with a 20% Marketing Fee:

• • Marketing Fee: $30 which is distributed as follows:
    • Prize Pool: $3.00;
    • CLG: $6.00;
    • Midas Matrix: $21.00 is paid 10% to Citizens and 90% to Ambassadors divided equally over 10 Levels.

MERCHANT LISTING & SHOP

I understand that the Midas Metaverse charges Merchants a Merchant Listing Fee which includes the ownership of a NFT Virtual Shop from which it can conduct its business. The value of the Shop is based on a sliding scale that increases in value in line with the number of members in the Midas Metaverse. The following example is for a US $1,000.00 shop:

• • Direct Commission: $100.00 paid to the Listing Ambassador;
  • Midas Matrix: $100.00 is paid 10% to Citizens and 90% to Ambassadors divided equally over 10 Levels.
  • CLG Development: $800.00
    • Merchant Kit (Fixed Cost) $300.00
    • Shop Fit out $300.00
    • AI Training (Fixed Price) $200.00

29. INHERITANCE

I understand that I may bequeath my personal Midas Matrix to my heirs as a part of my estate. The best way to ensure that the transfer of your personal Midas Matrix complies with your wishes, the laws governing inheritance in the relevant country, and the MAC’s requirements for the transfer is to engage your own legal counsel. The original MA’s heirs may only receive the advantages of your personal Midas matrix if a suitable candidate has been approved by the MAC to take over your position in the Matrix as a MA. For the estate to continue to benefit from the Matrix, one of the heirs or the administrator of the estate must be or become a MA. If the deceased MA’s heirs or surviving spouse do not take action to assume control and run the Matrix, it will be sold on the open market and the proceeds delivered to the deceased’s estate. Prior to selling the position on the open market, the MAC will allow the heirs six months to take the necessary action to secure the Matrix.

Should an inheritor already own a position in the Matrix they will need to choose between their existing and inherited positions and sell the one of their choice. Income from the lesser earning position will be frozen 30 days after the date of death and an frozen funds will become the property of the estate and released to the new owner of the position once settled.

30. MODIFY TERMS AND CONDITIONS

I understand and agree that The MAC reserves and retains the right to modify these Terms at any time, at its sole discretion. Any updates to the Terms will take effect right away and be publicised on the midasmeta.com website. Your continued participation as a MA following any modifications to the Terms and Conditions will be interpreted as your approval and acceptance of those changes.

31. DISPUTES

Any disagreement or allegation resulting from or connected with the MA and the MAC as parties to the Midas Ambassadors Club Terms and Conditions shall be arbitrated in Wyoming USA in accordance with the Wyoming Uniform Arbitration Act (WUAA). The parties agree to be bound by the outcome of any arbitration conducted and to arbitrate in good faith. The parties shall split equally the costs of the arbitrator and the arbitration hearing. In addition to compensatory damages and temporary and permanent injunctions, the arbitrator may provide the winning party reasonable legal fees and costs.

32. NOTICES

Any notice required under the Policies and Procedures, or this Membership Agreement must be given in writing in English and may be delivered in person or by prepaid mail to the following address: (a) the address or email address that the MAC has been told in writing.

When a notice is sent by prepaid post, it is considered delivered four (4) business days after the date of despatch; when it is delivered by hand, it is considered delivered during regular business hours; and when it is sent by normal email, it is considered delivered two (2) business days after the date of the email upon receipt by the sender of an email message confirming that the recipient’s terminal has opened the message. However, if the delivery or receipt occurs outside of these timeframes, it is not considered delivered.

33. PRIVACY POLICY

The MAC is dedicated to gathering and utilising personal data in an equitable and lawful manner, guaranteeing its accuracy, storing it exclusively for legitimate purposes, refraining from using or disclosing it in a way that is incompatible with those purposes, and putting in place the necessary security measures to prevent unauthorised access, disclosure, or destruction. I understand that any information I provide to the MAC, including facts about members, their address, and other details, will be kept on file by the MAC and utilised for marketing and other administrative purposes by The Midas Meta Group, their suppliers, and their service partners.

 

34. BREACH & TERMINATION

If I violate any of the following:

• • breach this Agreement; or
  • breach any obligation of a MA as stated in the Policies and Procedures; or
  • breach this Agreement or the Policies and Procedures three or more times in a span of twelve consecutive months (regardless of whether the violations have been corrected); or
  • I am found guilty of a crime; or
  • an action is taken to reorganise or dissolve me; or
  • I enter into any kind of arrangement with creditors; or
  • I am placed in bankruptcy; or
  • any steps are taken to appoint a receiver, liquidator, or analogous person over all or any of my asset.

Then the MAC by written notice may choose to:

• • suspend all or any of the rights I have under this Agreement, including (without limitation) my right to receive commissions or bonuses of any kind;
  • terminate My MAC membership which will revert my membership to a Citizen and my Personal Matrix commission will be reduced from 90% net profit share to 10% net profit share.

The forfeiture of these rights or my termination as a MA does not diminish any other remedies the MAC may have against me in connection with my breach.