Section 1

Visitor Permit. Access to Próspera ZEDE (“Próspera ZEDE”) and its e-Gov Services under this permit is limited to visitation, consumption, contracting for consumption or personal use of goods and services offered by Regulated Industry Persons in Próspera ZEDE (such as medical and financial goods and services, among others), tourism, journalism, income-producing activities of less than $1,000.00 per month and less than $8,000.00 per year, as long as these are not performed in a systematic or permanent manner. For such purposes, subject to the applicable immigration laws of the Republic of Honduras, the terms and conditions of this Agreement, and the online posted terms of service for Próspera ZEDE e-Gov Services, Próspera ZEDE authorizes you personally, as a limited e-Resident Visitor, to access Próspera ZEDE a one (1) year period after the latest date of signature below (“Term”), as well as to use ancillary Próspera ZEDE e-Gov Services for the Term. In exchange, you promise to comply with this Agreement, the Penal Code of the Republic of Honduras, and the Próspera ZEDE Charter, Statutes, Regulations, Ordinances, and Resolutions, as amended from time to time, which are published at https://pzgps.hn/ (collectively “Próspera ZEDE Law”).

Section 2

Restrictions and Termination. This permit neither authorizes you to own or lease real property in Próspera ZEDE, nor to organize or register legal entities in Próspera ZEDE in the first instance, nor to work in a permanent fashion in Próspera ZEDE, nor to do business in Próspera ZEDE in a systematic fashion, nor to participate in the governance of Próspera ZEDE directly or indirectly. Under this permit you may not spend more than thirty (30) nights within Próspera ZEDE. Further, Regulated Industry Persons may not use this permit. At any time, with or without cause, and in their sole and absolute discretion, Próspera ZEDE or its delegate may restrict your access to Próspera ZEDE and its e-Gov Services or terminate this Agreement, whereupon Próspera ZEDE or its delegate may refuse to renew your access permit, deny you access to Próspera ZEDE and its e-Gov Services, as well as eject you and all of your movable or personal property from Próspera ZEDE (or otherwise cause such denial or ejection), among any other remedy authorized by Próspera ZEDE Law. You are hereby knowingly and voluntarily waiving any claim under the Resident Bill of Rights of article 12 of the Próspera ZEDE Charter to challenge the enforcement of this Section by Próspera ZEDE or its delegate. You may also terminate this Agreement at will and vacate Próspera ZEDE and cease access to Próspera ZEDE e-Gov Services; however, any liability incurred by you within Próspera ZEDE shall remain enforceable after termination.

Section 3

Resident’s Agreement to Arbitrate Disputes. Except for claims and causes of action expressly excluded from arbitration by the Organic Law, the Resident and the Próspera ZEDE shall exclusively resort to, comply with and be subject to arbitration hereunder as the exclusive means of resolving any cause of action, dispute, controversy, or claim between or among the Resident, the Próspera ZEDE, the Próspera ZEDE Trust, the Próspera ZEDE General Service Provider, or any third party accepting the standing offer of Section 4 of this Contract, or their representatives, officers, agents, employees and affiliates, arising out of, relating to or connected with all or any part of this Contract, any subsequent amendment, modification or waiver of all or any part of this Contract, the Declaration, if any, Próspera ZEDE Law, and that of any other transactionally-related document, including, without limitation, any question in relation to or regarding this Contract’s formation, binding effect, interpretation, performance, violation, breach, existence, nullity, validity or termination, as well as any related non-contractual dispute, controversy or claim in accordance with articles 20, 21, 28, and 35 of the Organic Law, articles 9.02 and 11.03 of the Próspera ZEDE Charter, and the Próspera ZEDE Arbitration Statute 2019 as of the Effective Date, and any cause of action otherwise arising in connection with the exercise of rights, privileges or immunities under Próspera ZEDE Law.

• (a) The arbitration required by this section shall be administered by the Próspera ZEDE default Arbitration Service Provider unless the dispute is (i) covered by a separate arbitration agreement selecting a different arbitration administrator or (ii) the Resident otherwise objects to the use of the default Arbitration Service Provider within seven (7) days after receiving notice of the filing of an arbitration demand. If the Resident objects to the use of the default Arbitration Service Provider as aforesaid, then the Resident and Próspera ZEDE agree to the International Centre for Dispute Resolution of the American Arbitration Association (“AAA”) serving as the arbitration administrator under this section.
• (b) Any arbitration commenced hereunder shall be an arbitration under the Próspera ZEDE Arbitration Statute 2019 as of the Effective Date, available at http://pzgps.hn/. The arbitration shall be governed by the Rules of the arbitration administrator (hereinafter the “Rules”) in force as of the filing of the demand for arbitration, which Rules are deemed to be incorporated by reference into this clause. The appointing authority for the arbitral tribunal shall be the parties acting in accordance with the Rules. The seat of arbitration shall be any location permitted by the Rules upon which the parties agree or, if the parties do not agree, then any location selected by the arbitration administrator. The language to be used in the arbitral proceedings shall be English and Spanish with English being the controlling language. The governing substantive law of the arbitration shall be the applicable Próspera ZEDE Law. The number of arbitrators serving as the arbitral tribunal shall be one (1) or as otherwise provided by the Rules. The arbitral tribunal shall render its final decision in not more than one (1) year after commencement of arbitral proceedings.
• (c) This arbitration agreement and any resulting arbitration award shall be enforceable and executable as authorized by the Próspera ZEDE Arbitration Statute 2019, as amended as of the Effective Date. Any challenge by either party to the validity or enforceability of this arbitration agreement or the arbitration award may be referred only to the arbitral tribunal hereunder appointed. Each party hereby waives its rights, if any, to any form of recourse against or challenge to an arbitration award to any court or other competent authority, if such waiver can validly be made under the applicable law. Accordingly, each party shall (i) hereby irrevocably and unconditionally submit to the personal jurisdiction of the seat of arbitration and arbitral forum for the purpose of any suit, action, or other proceeding arising out of or based upon the dispute; (ii) shall not commence any suit, action or other proceeding arising out of or based upon this Contract except in the seat of arbitration and arbitral forum (except as needed for enforcement of an arbitration award); and (iii) hereby waives, and shall not assert, by way of motion, as a defense, or otherwise, in any proceeding, any claim that it is not subject to the personal jurisdiction of the seat of arbitration, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Contract, or the subject matter hereof and thereof may not be enforced in or by the seat of arbitration.
• (d) The parties: (i) agree the matters governed by this arbitration agreement are capable of arbitration; (ii) respectively warrant that each has legal capacity to agree to arbitration as herein stated; (iii) warrant that this agreement to arbitrate is legally valid; (iv) agree that each party shall be regarded conclusively as having fully anticipated and envisaged every potential controversy or claim encompassed by the dispute as governed by this agreement to arbitrate and shall comply with any resulting arbitration award or decision; (v) agree that the parties shall not seek to annul or suspend any resulting arbitral decision or award which is rendered in accordance with the terms of this arbitration agreement; (vi) agree and acknowledge that the counterparty(ies) is (are) reasonably and materially relying upon this arbitration agreement as being valid and legally binding; (vii) agree and acknowledge waiving the right to challenge this arbitration agreement, and any jurisdiction exercised or remedy furnished thereunder, as invalid or otherwise not legally binding; and (viii) agree any dispute arbitrated hereunder is subject to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, June 10, 1958), which the Republic of Honduras joined on August 21, 2012 (“New York Convention”), and shall be construed as arising from a commercial legal relationship, and also that the enforcement of an arbitration award issued pursuant to this arbitration agreement shall not be considered a domestic award in any court in which it is enforced.

Section 4

Standing Offer to Arbitrate. During the Residency Term, the Resident agrees to arbitrate any dispute with any third party arising from any cause of action arising from any act, omission, fact or event occurring within the boundaries of the Próspera ZEDE, or otherwise arising in connection with (a) the Resident acting in the disclosed capacity as a Resident or (b) the Resident’s exercise of rights, privileges or immunities under Próspera ZEDE Law, pursuant to the terms of subsections (a) through (d) of Section 1 of this Article (unless the Resident has verifiably contracted to use a different means of dispute resolution to fully and finally resolve the dispute with the relevant third party). Accordingly, the Resident shall be deemed hereby to authorize the Próspera ZEDE to publicly post or cause the public posting of a standing open offer on behalf of the Resident in the Próspera ZEDE Personal Registry to fully and finally resolve any such dispute involving the Resident through the Próspera ZEDE’s designated default Arbitration Service Provider (and to be legally bound by its publicly posted fees, rules, terms and conditions), with the offer capable of acceptance by any aggrieved third party prior to the initiation of litigation or arbitration by emailing a conforming manifestation of such acceptance to the respective Resident’s e-governance residency email address, as specified below (“Residency Email Address”).

Section 5

Notices. Notice shall be deemed effectively given to the other party under this Agreement when sent by email. Otherwise, notice shall be deemed effectively given to the other party under this Agreement five (5) business days after the notice is verifiably placed for delivery to such party through any other reasonable and customary mode of physical delivery at the party’s address below. Your Limited e-Resident email address shall be initially deemed the email address identified below; however, Próspera ZEDE or its delegate reserve the right to assign a different Limited e-Resident email address to you by giving you notice of such assignment, which you are hereby deemed to accept as valid for any notice hereunder.

Section 6

Merger/Interpretation. This Agreement constitutes the entire agreement of the parties relating to the subject matter addressed. No presumption shall favor either party in interpreting this Agreement. The English version of this Agreement shall control the Spanish version. This Agreement shall be governed by Próspera ZEDE Law, without regard to conflict of laws principles.

Section 7

Assumption of Risk and Limitation of Liability. By signing below, you are: (a) assuming all risk of injury from accessing Próspera ZEDE under this Agreement caused wholly or in substantial part by any third party, (b) holding Próspera ZEDE Group harmless from any such injury, and (c) further agreeing that any monetary liability of Próspera ZEDE Group arising from any cause of action connected in any way with this Agreement, other than intentional misconduct, shall be limited to a refund of your e-Gov License Fee.