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<s>[INST] Human : 1.1 Grant of License. Under the terms and conditions of this Agreement, VOTOCAST hereby grants to Licensee a nonexclusive, nontransferable license, to access the Services and provide Licensee's users ("Licensee Users") with access to the Services. Licensee may not transfer the license granted in this ... |
<s>[INST] Human : 1.3 Acceptance Testing. Prior to the payment of the License and Hosting Fees defined in Exhibit A, Licensee shall have the right to conduct acceptance testing ("Acceptance Testing") to verify that the Services satisfy the acceptance criteria set forth in Exhibit B ("Acceptance Criteria"). Acceptance ... |
<s>[INST] Human : 1.4 Additional Services. VOTOCAST and Licensee agree that any additional services ("Additional Services") to be provided by VOTOCAST to Licensee shall be described in a statement of work ("SOW'). which shall be executed by authorized representatives of both Parties. The Parties agree that maintenance ... |
<s>[INST] Human : 1.5 Modification of the Services. VOTOCAST shall provide sixty (60) days prior written notice to Licensee of any proposed change or modification by VOTOCAST to the Services that will materially affect Licensee or Licensee Users' use of, or ability to use. the Services. [/INST] Assistant : result': {
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<s>[INST] Human : 2.1 Privacy. VOTOCAST shall use commercially reasonable efforts to protect the privacy of Licensee and Licensee Users and the content that is transmitted through the Services. VOTOCAST will only access and disclose information as necessary to comply with applicable laws and government orders or reques... |
<s>[INST] Human : 2.2 Maintenance of System. VOTOCAST shall use commercially reasonable efforts to maintain or cause to be maintained the software and systems required for the operation of the Services. For avoidance of doubt. maintenance services are limited to Services and not custom code. [/INST] Assistant : result'... |
<s>[INST] Human : 2.4 Availability of Services. Unless otherwise indicated on Exhibit A hereto, the Services will be accessible to Licensee and Licensee Users via the Wi-Fi, broadband, or cellular services twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and e... |
<s>[INST] Human : 2.5 Credit for Interruption of Services. In the event of any loss or interruption of Services solely due to VOTOCAST controlled activities. Licensee's sole and exclusive remedy and VOTOCAST'S sole and exclusive liability for any loss or interruption of Services shall be as follows. For loss or interru... |
<s>[INST] Human : 2.6 Response Time. VOTOCAST shall have qualified personnel respond to outages, emergencies and requests for support from Licensee within the time frames set forth in the Service Levels set forth in Exhibit C. [/INST] Assistant : result': {
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<s>[INST] Human : 3.1 Requirements. Licensee hereby agrees that it will offer, access, and make the Services available to Licensee Users pursuant to a terms of use agreement ("Terms of Use") adapted to local laws and languages no less protective of VOTOCAST'S rights, in all material respects, than the terms of this Agr... |
<s>[INST] Human : 3.2 Suspension or Termination. If VOTOCAST becomes aware of, or suspects any violation of, Licensee's Terms of Use by any Licensee User, VOTOCAST shall immediately notify Licensee and provide reasonable detail of such violation. The Parties shall use commercially reasonable efforts to promptly resolve... |
<s>[INST] Human : 3.3 Representations. Licensee shall not make any representations or warranties concerning the Services beyond those expressly made in writing by VOTOCAST, and shall not misrepresent the Services or the performance or functionality thereof. [/INST] Assistant : 'result': {
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<s>[INST] Human : 3.4 Licensee Mobile Apps, APIs, SDKs. Licensee will provide to VOTOCAST the information, such as the domain name and URL for the Websites, that will be used for the Services and any other information of Licensee or a Licensee User necessary for VOTOCAST to perform the set- up and other initial service... |
<s>[INST] Human : 3.5 Provision of Mobile Apps, APIs, SDKs. Licensee shall provide VOTOCAST with all logos, text, images. and other data of Licensee to be used to produce and support Licensee's Mobile Apps ("Licensee Content'). Licensee warrants and represents to VOTOCAST that Licensee has full power and authority to p... |
<s>[INST] Human : 3.6 Removal of Licensee Content. VOTOCAST shall not exclude or remove from the Mobile Apps or databases any Licensee Content or other content not supplied by VOTOCAST without the written consent of Licensee. Licensee is solely responsible for monitoring and exerting editorial control over the Mobile A... |
<s>[INST] Human : 4.1 Services Fees. Licensee shall pay VOTOCAST the Services Fees in accordance with the applicable fee and payment schedule set forth in Exhibit A hereto. VOTOCAST expressly reserves the right to change its rates charged hereunder for the Services during any Renewal Term (as detined herein) but agree... |
<s>[INST] Human : 4.2 Payment. All fees are due and payable within thirty (30) days of the applicable VOTOCAST invoice. Any payments made later than the due date will accrue interest from the date due until the date paid at the rate of one percent (I%) per month on the amount due, or the maximum rate permitted by law, ... |
<s>[INST] Human : 4.3 Taxes. All amounts payable hereunder are exclusive of any sales, use, excise, property, value added or any other taxes associated with Licensee's or Licensee Users' use of the Services. Licensee is responsible for payment of any and all such taxes (excluding taxes based on VOTOCAST'S net income). ... |
<s>[INST] Human : 4.4 Licensee Revenues. Except with respect to the fees set forth in Exhibit A Licensee shall be authorized to keep all revenues derived from Licensee's exploitation of Services including. but not limited to advertising, sponsorships, subscriptions, and any other types of revenues. [/INST] Assistant :... |
<s>[INST] Human : 5.1 Proprietary Rights of Licensee. As between Licensee and VOTOCAST, Licensee Content shall remain the sole and exclusive property of Licensee, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Except as provided in this Section 6.1 n... |
<s>[INST] Human : 5.2 Proprietary Rights of VOTOCAST. THIS AGREEMENT IS NOT A WORK-FOR-HIRE AGREEMENT. All materials, including but not limited to any computer software (in object code and source code form), data, information or content developed or provided by VOTOCAST or its suppliers under this Agreement, and any kn... |
<s>[INST] Human : 5.3 Feedback. With regard to any recommendations, ideas, contributions, corrections. enhancements, improvements, or the like relating to the Services that are created or originated by Licensee ("Feedback"), Licensee shall, prior to disclosure of such Feedback to VOTOCAST, provide written notice to VOT... |
<s>[INST] Human : 6.1 Licensee Warranties. Licensee warrants that: (a) it is duly organized, validly existing, and in good standing under the jurisdiction of its formation; (b) it has all requisite power and authority to execute this Agreement and to perform its obligations hereunder; (c) the execution, delivery, and... |
<s>[INST] Human : 6.2 VOTOCAST'S Warranties. VOTOCAST warrants that: (a) it is a California corporation duly organized and validly existing under the jurisdiction of its formation; (b) it has all requisite power and authority to execute this Agreement and to perform its obligations hereunder; (c) the execution, deliv... |
<s>[INST] Human : 6.3 Disclaimer of Warranty . EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.2 VOTOCAST MAKES NO WARRANTIES HEREUNDER, AND VOTOCAST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR P... |
<s>[INST] Human : 7.1 Indemnification by Licensee. Licensee agrees to defend any action brought against VOTOCAST with respect to any claim, demand, cause of action, debt or liability, including reasonable outside attorneys' fees, to the extent that such action arises from the negligence or willful misconduct of License... |
<s>[INST] Human : 7.2 Indenmification by VOTOCAST. VOTOCAST agrees to defend any action brought against Licensee with respect to any claim, demand, cause of action, debt or liability, inclu ding reasonable attorneys' fees, to the extent that such action arises from the negligence or willful misconduct of VOTOCAST or is... |
<s>[INST] Human : 7.3 Notice. In claiming any indemnification hereunder, the indemnified Party shall promptly provide the indemnifying Party with written notice of any claim which the indemnified Party believes falls within the scope of the foregoing Sections. The indemnified Party may, at its own expense, assist in th... |
<s>[INST] Human : 8.1 Exclusion of Certain Damages. VOTOCAST SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE MOBILE APPS OR LICENSEE'S OR LICENSEE USER'S DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. VOTOCAST SHALL HAVE NO LIABILITY WI... |
<s>[INST] Human : 8.2 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOTOCAST'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES SHALL BE LIMITED TO THE AMOUNT OF ALL FEES ACTUALLY RECEIVED BY VOTOCAST FROM LICENSEE UNDER THIS AGREEMENT. THIS LIMITATION APP... |
<s>[INST] Human : 9.1 Confidential Information. Each Party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other Party, including, but not limited to, software, algorithms, technical processes and procedures, product designs, sales, cost and other... |
<s>[INST] Human : 9.2 Exceptions. Confidential Information will not include any information that is: (a) rightfully in the public domain without any breach by the Recipient, but only from the date it entered the public domain. (b) rightfully received by Recipient from a third party without any obligation of confidentia... |
<s>[INST] Human : 10.1 Term . This Agreement shall commence as of the Effective Date and shall continue in effect for one (I) year, unless earlier terminated as expressly provided in Sections 1.3. 10.1. or 10.2 of this Agreement (the *Initial Term"). This Agreement shall automatically renew beyond the Initial Term for... |
<s>[INST] Human : 10.2 Termination for Breach. Notwithstanding the foregoing, either Party may terminate this Agreement by giving written notice to the other Party if the other Party is in material breach of any obligation under this Agreement, ‘‘which breach is not cured within thirty (30) days after receipt of wr... |
<s>[INST] Human : 10.3 Effect of Termination. Upon termination of this Agreement. VOTOCAST shall immediately cease providing all Services, Licensee and Licensees Users shall discontinue use of the Services. and VOTOCAST shall delete all stored contents of Licensee and Licensees Users (after first delivering a copy of s... |
<s>[INST] Human : 10.4 Survival. Sections 4.2. 4.3. 5. 6. 7, 8. 9. 10.3. 10.4, 11, and any other provision of this Agreement which by its nature or express terms extends beyond the duration of this Agreement, shall survive any termination of this Agreement. [/INST] Assistant : result': {
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<s>[INST] Human : 11.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or of the right of the Party to thereafter enforce that or any other provision. [/INST] Assistant : 'result': {
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'Clause 1: The failure of our... |
<s>[INST] Human : 11.3 Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of this Agreement shall be unimpaired, and the invalid term or provision shall be replaced by such valid term or prov... |
<s>[INST] Human : 11.4 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be: (a) delivered personally, (b) sent by confirmed email, (c) sent by commercial overnight courier with written verification of receipt, or (d) sent by registered or certified m... |
<s>[INST] Human : VITA LI BI S. INC. Attn: Thomas Raack 5348 Vegas Drive Las Vegas, NV 89108 Phone: 702-944-9620 Email: traack@vitalibis.comVOTOCAST, Inc. (dba, newkleus) Attn: Steve Raack PO Box 7302 Newport Beach, CA 92658 Phone: 310-259-1248 Email: steve@VOTOCAST.com [/INST] Assistant : result': {
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<s>[INST] Human : 11.5 Integration. This Agreement and its exhibits constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior proposals, negotiations, conversations, discussions and agreements between the Panics concerning the subject matter hereof. [/INST] As... |
<s>[INST] Human : 11.6 Assignment. Neither Party may assign this Agreement or otherwise transfer in any way any of the rights and obligations arising out of this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, (1) either Party may assign this Agreement to any entity who ac... |
<s>[INST] Human : 11.7 Publicity. VOTOCAST may only use the name of and identify Licensee as a VOTOCAST client. in advertising, publicity, or similar materials distributed or displayed to prospective clients upon the written approval (by email or other written means) of Licensee, which approval shall not be unreasonabl... |
<s>[INST] Human : 11.8 Force Majeure. Except for the payment of fees by Licensee, neither Party shall be responsible for any delay or failure to perform obligations specified in this Agreement due to causes beyond the Party's reasonable control. including, without limitation, acts of God, strikes, lockouts, riots, acts... |
<s>[INST] Human : 11.10 Governing Law. This Agreement shall be governed by the laws of the State of California without giving effect to conflict or choice of law principles. The Parties hereto agree that the exclusive jurisdiction and venue for any action under this Agreement shall be the state and federal courts sitti... |
<s>[INST] Human : 11.11 Freedom of Action. This Agreement is non-exclusive. The Parties acknowledge that each Party is free to enter into agreements that are similar to this Agreement with any corporation or other entity; including competitors of the other Party, provided the confidentiality provisions of this Agreeme... |
<s>[INST] Human : 11.12 Injunctive Relief. The Parties acknowledge that any breach by the other Party of any of the covenants or provisions contained in this Agreement may give rise to irreparable injury to non-breaching Party inadequately compensable in damages alone. Accordingly, the non- breaching Party may seek pre... |
<s>[INST] Human : 11.13 Laws and Regulations. Licensee and VOTOCAST agree to comply with applicable laws, rules, and regulations, including any Internet regulations or policies and applicable export laws, in its performance under this Agreement. [/INST] Assistant : 'result': {
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<s>[INST] Human : 11.14 Non-Solicitation. Each Party agrees that during the term of this Agreement and for a period of twelve (12) consecutive months thereafter they shall not, directly, solicit, engage, compensate, induce in any way or hire for employment or other representation, any officer, employee, consultant or o... |
<s>[INST] Human : 11.15 Execution and Authority. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A facsimile or imaged copy of this Agreement, including the facsimile or imaged signatures... |
<s>[INST] Human : License and Hosting Fees will be billed after each month, based on the Total Number of Videos Views for that month. For tracking and validation purposes, the Total Number of Video Views will be shown within the Admin Database as a cumulative metric. [/INST] Assistant : result': {
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<s>[INST] Human : Unless specifically noted othenwise, the scope of all services provided by VOTOCAST is limited to the usage and ongoing support of the Services only, and does not include analysis, operation, integration, development, additional training or modification of other custom or OEM packaged software applica... |
<s>[INST] Human : ·Licensee Content was applied to the Mobile Apps appropriately ·A user can create a new account and login using an existing account ·A user can upload a video, vote for a video, comment on a video, share a video, report a video, follow another user, follow a campaign, and set up their user ... |
<s>[INST] Human : VOTOCAST shall provide support to Licensee, in English, through e-mail ( support@VOTOCAST.com ), five (5) days a week, eight hours a day (9:00 to 5:00 PST). Monday to Friday, excluding federal and banking holidays. Licensee shall be solely responsible for support to Licensee Users. Licensee agrees tha... |
<s>[INST] Human : Severity 1 Definition - Critical business impact, including Licensee being unable to use one or more of the features resulting in a critical impact on operations. This condition requires immediate resolution. [/INST] Assistant : result': {
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<s>[INST] Human : Severity 2 Definition — To the extent not a Severity 1, significant business impact, including when one of the critical features is usable but is severely limited. Severity 2 Conditions. Examples include the following: [/INST] Assistant : result': {
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'Clause 1: Tsinghua U... |
<s>[INST] Human : Severity 3 Definition — To the extent not a Severity I or a Severity 2, some business impact, including when one of the critical features is usable but with less significant features (e.g., not critical to operations) being unavailable. [/INST] Assistant : result': {
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<s>[INST] Human : ·Aesthetic formatting inconsistencies ·Degraded performance such as unusually slow application response causing user dissatisfaction and reported complaints ·Acceptable (by Licensee) workarounds available for incidents initially classified as Severity I or Severity 2 [/INST] Assistant : result': {
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<s>[INST] Human : Severity 4 Definition — To the extent not a Severity I, Severity 2 or Severity 3, minimal business impact, including when the problem results in little impact on operations or a reasonable circumvention to the problem has been implemented. [/INST] Assistant : result': {
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<s>[INST] Human : THIS STATEMENT OF WORK # XA2X TO SERVICES AND HOSTING AGREEMENT (this "Statement of Work") is made and entered into as of <DATE> (the "SOW Effective Date"), by and between VITALIBIS INC. a Nevada C Corporation having its principal place of business at 5348 Vegas Drive, Las Vegas NV 89108 (hereinafter,... |
<s>[INST] Human : WHEREAS, pursuant to Section 1.4 of the Agreement, the Parties now desire to enter into this Statement of Work describing Professional Services to be performed by VOTOCAST and the terms and conditions applicable to the performance of such Professional Services. [/INST] Assistant : 'result': {
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<s>[INST] Human : 1. Statement of Work. This Statement of Work sets forth the scope of Professional Services to be rendered by VOTOCAST pursuant to the Agreement. The Agreement is hereby expressly supplemented by the terms and conditions contained in this Statement of Work and, except as expressly provided herein, the... |
<s>[INST] Human : 3.1 Services Fee. As payment for the SOW Services, Licensee shall pay VOTOCAST TBD — as analysis and negotiations are necessary (the "SOW Services Fee"). Licensee shall pay or promptly reimburse VOTOCAST for any out-of-pocket expenses, including without limitation, travel and travel-related expense... |
<s>[INST] Human : 3.2 Payment Terms. The SOW Services Fee will be invoiced twice monthly by VOTOCAST and invoiced in even increments between SOW execution and scheduled production deployment. Payment for the SOW Services Fee shall be in U.S. dollars and is due and payable within fifteen (15) days of the applicable VOT... |
<s>[INST] Human : 4. Change Orders. If Licensee desires to extend the SOW Services in any way, the Parties agree to negotiate in good faith and enter into a separate change order that sets forth the terms and conditions (including any additional consideration) applicable to such additional services as set forth in Sch... |
<s>[INST] Human : VITABILIS, INC. VOTOCAST, INC. “Votocastâ€) By: ______________________ By: ______________________ Name: ____________________ Name: ____________________ Title: _____________________ Title: _____________________ Date: _______ Date: _______ [/INST] Assistant : result': {
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