Statement
    of Work - Estimate	
	 
	Features
    Analysis Workshop










 


 






 








 




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	Statement
    of Work - Estimate	
	 
	Features
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The
following Statement of Work to be agreed by the parties under this Agreement in respect of any Services requested by the Client
where applicable and agreed by the parties:


 


Intellectsoft
LLC


 


and


 


Investment
Evolution Crypto, LLC


 


This
Statement of Work entered into between Investment Evolution Crypto, LLC and Intellectsoft, LLC. The terms and conditions
at the end of this Statement of Work in full and any modifications to these terms and conditions should be included in this agreement.


 


Intellectsoft
LLC shall supply professional services in accordance with the Work Breakdown Estimate to achieve the Key Milestones.


 


	Project:
    	 	Cryptocurrency
    for remittances and consumer loans
	 	 	 
	Date:
    	 	February
    26, 2018
	 	 	 
	Prepared
    for:	 	Paul
    Mathieson, Investment Evolution Crypto, LLC
	 	 	 
	Prepared
    by: 	 	Nick
    Kurat, Intellectsoft LLC



 


 


 



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Contact
Information


 


	Intellectsoft LLC	Investment Evolution Crypto, LLC
	 	 
	Name:	Nick
    Kurat	Product
    Owner:	Paul
    Mathieson
	Email
    Address:	 	Email
    Address:	 
	Title:	Director,
    Blockchain Lab	Title:	CEO
	Telephone
    Number:	 	Telephone
    Number:	 
	Address:	721
                                         Colorado Ave

        Suite
        101

        Palo
        Alto, CA USA 94303
	Address:	3960
    Howard Hughes Parkway Suite 490, Las Vegas, NV 89169
	Skype
    Name:	 	Skype
    Name:	 


 


Timeline
& Milestones


 


	Key
    Milestone Description                                                 Week	1
    	2
    	3
	Introduction
    and Business requirements analysis	 	 	 
	Functional
    requirements analysis	 	 	 
	Market
    and technical research, high-level estimate	 	 	 


 


Team
Breakdown


 





	Member	 	Role







	Senior
    Business analyst	 	Assesses
                                         business requirements, transforms them into functional requirements, and creates a features
                                         list. Analyzes existing market solutions, problems and risks.

        Acts
        as the conduit between stakeholders and the development team.

	 	 	 
	Software
    Architect	 	Analyzes
    the existing systems dependencies, data flows, and limitations of certain technologies. Designs the architecture of the system
    and leads the development team concerning technical solutions.
	 	 	 
	Senior
    Blockchain Engineer	 	Analyzes
    system requirements and defines which of the problems should be solved by using blockchain technology, identifies parts of
    the system where blockchain and related technology is applicable. Defines and documents possible way of implementation.
	 	 	 
	Project
    Manager	 	Assembles
    development team, produces estimates and timelines.







 




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Project
Deliverables and milestones


 


	Deliverables
    and milestones	 	Description
	Introduction	 	Project
    discovery phase. We interview stakeholders and dive deep into the existing product documentation.
	 	 	 
	Functional
    requirements	 	A
    document describing system behaviour and interfaces from user’s perspective
	 	 	 
	Prioritized
    feature Set	 	Prioritized
    list of features and components with a definition of the core part for the 1st release. We turn product expectations into
    actionable, detailed deliverables.
	 	 	 
	Existing
    solutions comparison	 	We
    research existing solutions on the market to find ones that might be used or integrated into our custom solution, estimate
    effort needed for implementation and customization and outline pros and cons of each one.
	 	 	 
	Solution
    architecture	 	Definition
    of possible solutions based on the technological stack, system dependencies, components, their relations and interfaces.
	 	 	 
	Estimates
    & Timelines	 	For
    each solution option (fully custom vs partially custom with existing solutions integration) we produce high-level breakdown
    of estimated project costs for design, development, QA
	 	 	 
	Solution
    options comparison	 	Based
    on our research and knowledge gained during discovery phase we outline basic parameters of two possible solutions such as
    approximate time&costs, projected team size, risks, limitations etc.


 


Work
Breakdown Estimate


 


	Summary	 	Hours	 	Rate	 	Cost
	●Introduction

        ●Feature
        Set

        ●Requirements
        specification

        ●Solution
        discovery

        ●Architecture
        design

        ●Ballpark
        estimate
	 	 

         

        *260
	 	 

         

        $70
	 	 

         

        $18,200



 


The
table above is an estimation of the quantity of hours required to produce the features listed in this statement of work; as such,
the quantities are subject to change. Intellectsoft estimates and hours are accrued on time and materials of hours worked. In
the event that, upon commencement of the development project, the quantity of hours expended on the production of any or all of
the listed features is forecasted to exceed the quantities in this original estimation, Client will be informed as early as is
reasonably possible and, in any event, prior to Intellectsoft exceeding the stated estimation, and confirmation to proceed will
be required. Written approval from Client will be required prior to the development of any features not listed in the table above;
charges to Client relating to the production of additional features will be made at the hourly rates listed above. All invoices
will be generated from actual accrued hours. All prices quoted exclude prevailing taxes. E&OE.


 




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Signatures
& Invoice Information


 


	/s/
    Nick Kurat	 	/s/
    Paul Mathieson
	 	 	 
	Signed
    By: Nick Kurat	 	Signed
    By: Paul Mathieson
	 	 	 
	for
    and behalf of Intellectsoft LLC	 	for
    and behalf of Investment Evolution Crypto, LLC


 


	Address:	 	
	721
    Colorado Ave	 	Address:
	Suite
    101	 	3960
    Howard Hughes Parkway 
	Palo
    Alto, CA USA 94303	 	Suite
    490, Las Vegas, NV 89169
	 	 	 
	Date:
    02/26/2018	 	Date:
    02/23/2018


 


 


 




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Terms
and Conditions


 


	 	1.	SERVICES
	 	1.1.	Intellectsoft
    will provide various services to Client including, but not limited to, project management, business analysis, iOS software
    development, Android software development, back-end software development, QA engineering, graphic, user interface, and user
    experience design (“Intellectsoft Services”).
	 	1.2.	The
    term Intellectsoft Services may be further defined in addendums to this Agreement or the Statement of Work (“SOW”)
    more specifically detailing services on a project basis. Upon receipt of written approval of Client in the form of email or
    other written modes of communication, Intellectsoft may provide additional services that are not included in this SOW.
	 	1.3.	Intellectsoft
    and third-party subcontractors providing Intellectsoft Services are not engaged in the practice of law. Intellectsoft does
    not provide legal advice or representation. To achieve the highest quality and efficiency, Client and/or its counsel is responsible
    for reviewing Intellectsoft Services deliverables and work product and providing feedback on a regular basis.


 


	 	2.	PAYMENT
    TERMS
	 	2.1.	Price.
    Client will pay Intellectsoft in accordance with the price terms for the Intellectsoft Services listed on an addendum to this
    Agreement, Statement of Work or invoice. If additional services are requested outside the scope of the addendum or Statement
    of Work, Intellectsoft standard rate will apply, unless the parties agree otherwise in writing.
	 	2.2.	Taxes.
    Client is responsible for the payment of all applicable sales, use and/or other similar taxes (except for taxes based on Intellectsoft’
    income or personnel costs) which may be levied or assessed in connection with this Agreement.
	 	2.3.	Payment.
    $18,200 payment required prior to project commencement. $10,00 will be applied immediately. $8,200 will be applied to the
    final project invoice. Invoices will be submitted bi-weekly. Client will pay Intellectsoft within 15 days of the date of each
    invoice submitted for all Intellectsoft Services. Intellectsoft’ acceptance of payment of any amount less than the full
    amount due will not be a waiver of the remaining amount due. Intellectsoft may apply any overpayment on any invoice or proposal
    to any other amount due from Client. Past due obligations will bear interest at the rate of 15% per annum, or the maximum
    rate allowed by law, whichever is less. Any interest charged or received greater than the maximum amount allowed by law will
    be applied to the principal obligations, or if none is owed, will be refunded to Client. If any Client payment becomes past
    due, Intellectsoft will have the right to retain possession of any Client property in Intellectsoft’ possession, and
    any Images produced by Intellectsoft, and Intellectsoft may suspend performance on any work in process, including but not
    limited to, availability of the hosted review platform until payment is made. Client will pay Intellectsoft all attorneys’
    fees, collection agency charges, court costs and all other expenses incurred by Intellectsoft in connection with any Client
    defaults on its obligations to Intellectsoft.
	 	2.4.	Commencement
    of Work. Intellectsoft will execute project kick off upon receipt of a signed Statement of Work (SOW) or email approval
    from the Client. Development will commence upon receipt of deposit.
	 	2.5.	Build
    Release Conditions. Intellectsoft will post software builds to the platform app stores (where relevant), on condition
    that outstanding invoices are not past due and that all previous invoices have been paid within the payment terms agreed upon
    in this SOW.
	 	2.6.	Disputed
    Amounts. Client may dispute any amounts invoiced provided that the dispute is made in good faith. Any amounts disputed
    may be deducted from the invoice; however, a disputed amount does not relieve the Client from payment obligations for the
    remainder of the invoice. The remainder amount of any invoice containing a disputed amount must be paid within 30 days of
    the date of the invoice. The disputed amount and the reasons for disputing the amount must be submitted to Intellectsoft in
    writing within 15 days of receipt of the invoice. Intellectsoft will work together with Client in good faith to resolve such
    disputes in a mutually acceptable manner. Client agrees to pay any disputed amounts within 5 business days once the dispute
    has been resolved.


 


	 	3.	SERVICE
    LEVEL AGREEMENT
	 	3.1.	Operation.
    Intellectsoft will use its best efforts to maintain availability of provided services, except for specific scheduled downtime
    periods during which Intellectsoft may shut down access to the Services for system upgrades, maintenance and backup procedures
    (“Scheduled Downtime”). Unless otherwise agreed to in writing by Intellectsoft and the Client, the Scheduled Downtime
    shall occur after three days advance notice to the Client and no more than once per month. In addition, there may be events
    that from time to time will services and support inaccessible for a limited amount of time due to unforeseen, unavoidable
    software, hardware, network, power and/or Internet outages (“Unscheduled Downtime”). Intellectsoft will use its
    best efforts to ensure that Scheduled Downtime and Unscheduled Downtime cause the availability percentage to be no less than
    ninety-nine and three-tenths percent (99.3%) in each calendar.
	 	3.2.	Disaster
    Recovery. Intellectsoft shall (a) cooperate with Client in participating, testing and implementing a disaster recovery
    plan (“DRP”) as part of Client’s own business continuity plan; (b) update and test the operability of the
    DRP to ensure that the DRP is fully operational; (c) certify to Client at least once during every six-month period that data
    is being stored for Client that the DRP is fully operational; and (d) implement the DRP upon the occurrence of a disaster.
    In the event the applicable Services are not reinstated within the applicable Service Levels, Client may terminate this Agreement,
    in whole or in part, without further liability other than for payment for services already performed by Intellectsoft prior
    to a services interruption. In the event of a disaster, Intellectsoft shall not increase its charges under any Services Schedule
    under this Agreement or charge Client usage fees in addition to the charges set forth in this Agreement.
	 	3.3.	Storage
    of Data. Upon conclusion of any Client project, and for a period of sixty (60) days after delivery to Client of all client
    data (the “Standard Storage Period”), Intellectsoft will store a copy of such client data provided to Client.
    After the foregoing Standard Storage Period, Intellectsoft may erase, write over, destroy or discontinue storage of any client
    data without any liability or obligation to Client.
	 	3.4.	Client
    Inspection. Client (or Client’s counsel) shall review completely all services, documents and/or data delivered by
    Intellectsoft (“Deliverables”) to determine whether any Deliverables or any other aspect of the Intellectsoft
    Services fail to conform to the requirements of this Agreement. Client (or Client’s counsel) must notify Intellectsoft
    of every failure to conform to the requirements of this Agreement or any addendum incorporated herein, or any other complaints
    about Intellectsoft Services within a reasonable amount of time after delivery. Notice shall be by direct communication with
    the Intellectsoft project manager assigned to this matter, either by telephone or by electronic mail. If Intellectsoft receives
    any such notice from Client (or Client’s counsel), Intellectsoft will provide the services necessary to comply with
    the requirements of this Agreement or any addendum incorporated herein within a reasonable amount of time. If Client (or Client’s
    counsel) does not notify Intellectsoft as required above, then it will be deemed conclusive that Intellectsoft provided the
    Intellectsoft Services and the Deliverables as required by this Agreement or any addendum incorporated herein; that Client
    accepted all Deliverables; and that Client did not reject any of the Deliverables.


 


	 	4.	CONFIDENTIALITY
	 	4.1.	Confidential
    Information. “Confidential Information” shall mean any non-public information of the other Party that is designated
    as confidential, or that the receiving Party knew or reasonably should have known was confidential because it derives independent
    value from not being generally known to the public. Without limiting the generality of the foregoing, the terms and conditions
    of this Agreement shall be considered Client and Intellectsoft Confidential Information. Confidential Information shall not
    include any information which: (a) a Party can demonstrate was rightfully in its possession prior to the date of disclosure
    to it by the other Party; (b) at the time of disclosure or later, is published or becomes part of the public domain through
    no act or failure to act on the part of a Party; (c) a Party has developed independently without reference to any Confidential
    Information of the other Party; or (d) a Party can demonstrate came into its possession from a third party who had a bona
    fide right to make such information available.
	 	4.2.	The
    Party receiving Confidential Information will not at any time disclose to any person or use for its own benefit or the benefit
    of anyone, Confidential Information of the other Party without the prior written consent of said Party. Each Party shall limit
    disclosure of Confidential Information to its employees or agents who have a need to know related to the Parties’ business
    relationship.
	 	4.3.	Upon
    termination of a Services Schedule or this Agreement, the recipient of Confidential Information shall promptly deliver to
    the other Party or destroy any and all such information in its possession or under its control, and any copies made thereof
    which the recipient of said information may have made, except as the Parties by prior express written permission have agreed
    to retain.
	 	4.4.	Neither
    Party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized
    agency of government; provided that, if available, five (5) days’ notice first be given to the other Party so a protective
    order, if appropriate, may be sought by such Party. The Parties acknowledge and agree that a breach of its obligations under
    this Section may cause harm to the other Party for which monetary damages are not a sufficient remedy. In such event the Parties
    understand and agree that the non-defaulting Party shall be entitled to seek to obtain from a court of appropriate jurisdiction
    immediate injunctive or other equitable relief to which it may be entitled under the circumstances in addition to other remedies
    allowed under this Agreement and under applicable law.


 


	 	5.	PERSONALLY
    IDENTIFIABLE INFORMATION.
	 	5.1.	“Personally
    Identifiable Information,” includes any information that can be associated with or traced to any individual, including
    an individual’s name, address, telephone number, e-mail address, credit card information, social security number, or
    other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or
    electronically) and includes such information that is generated, collected, stored or obtained as part of this Agreement.
    Intellectsoft will comply with all applicable privacy and other laws and regulations relating to protection, collection, use,
    and distribution of Personally Identifiable Information, including Credit Card Company Regulations if the Services, collect,
    process or store credit card information.



 



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	 	5.2.	As
    between Client and Intellectsoft, Personally Identifiable Information is the exclusive property of Client and will be deemed
    Client Materials under the applicable provisions of this Agreement.
	 	5.3.	Intellectsoft
    will not, without the prior written consent of an authorized representative of Client, use Personally Identifiable Information
    for any purpose other than to provide the Services under this Agreement. In no event may Intellectsoft (a) use Personally
    Identifiable Information to market its services or those of a third party, or (b) sell or transfer Personally Identifiable
    Information to third parties, or (c) otherwise provide third parties with access thereto.
	 	5.4.	Without
    limiting its other obligations under this Agreement, Intellectsoft agrees that all such information under its control will
    be secured from unauthorized access, use, disclosure and loss using commercially acceptable security practices and technologies.
	 	5.5.	If
    there is a suspected or actual breach of security involving Personally Identifiable Information Intellectsoft will notify
    Client within two (2) hours of becoming aware of such occurrence. Intellectsoft shall provide Client with access to Personally
    Identifiable Information at any time as Client may request. Upon termination of this Agreement all Personally Identifiable
    Information in the possession of Intellectsoft will be provided to Client in a manner reasonably requested by Client and all
    copies will be permanently removed from all Intellectsoft systems, records and backups and all subsequent use of such information
    by Intellectsoft will cease.


 


	 	6.	REPRESENTATIONS,
    WARRANTIES & COVENANTS.
	 	6.1.	Compliance
    with Laws. Intellectsoft warrants that the Services will not violate, and Intellectsoft will obtain all permits required
    to comply with, any applicable law, rule, regulation, ordinance, order, direction and regulation (as they may be amended from
    time to time) of the applicable government agencies having jurisdiction over the provision and use of the Services.
	 	6.2.	Mutual
    Obligations. Each party represents, warrants, and covenants that: (a) it has the requisite power and authority to execute,
    deliver and perform its obligations under this Agreement; (b) it is in compliance with all applicable laws related to such
    performance, including it having obtained all necessary permits and licenses; and (c) it is authorized to deliver data and
    information to perform requested services.
	 	6.3.	Loss
    or Damage. Client assumes all risk or loss or damage related to Client’s documents or other materials provided to
    Intellectsoft, except as provided in this Agreement. Intellectsoft will use reasonable care when any documents or other materials
    are provided to Intellectsoft by Client or at the request or direction of Client; during the time such documents and materials
    are in Intellectsoft’ offices. Intellectsoft may deliver Client’s documents, other materials and client data by
    any commercial or employee delivery.
	 	6.4.	Client
    Indemnity. Client will indemnify Intellectsoft against all claims for damages made by any third party relating to any
    imaging, copying, retention or storage or possession of any client documents or data by Intellectsoft on any paper, media,
    or other form, and/or related to Intellectsoft providing data to Client or to any other party at Client’s request, and
    Client will defend Intellectsoft against all such claims (using counsel approved by Intellectsoft, which approval may be made
    in Intellectsoft’ sole discretion) and Client will indemnify Intellectsoft for its attorney’s fees and other expenses
    related to any such claim. Intellectsoft shall defend, indemnify and hold harmless Client against all claims for damages by
    any third party relating to a claim that the use of the Intellect Services as provided by Intellectsoft in accordance with
    the terms of this Agreement infringes any patent, patent application, copyright, trademark, trade secret or any other intellectual
    property right of any third party that was publicly accessible as of Effective Date (the “IP Indemnity”). Provided,
    however, that the IP Indemnity is conditioned upon Client using commercially reasonable efforts to mitigate any intellectual
    property claims as requested by Intellectsoft. Further, the IP Indemnity will not apply to any intellectual property claim
    that arises substantially or solely from information provided by Client and relied upon by Intellectsoft in providing the
    Intellectsoft Services.
	 	6.5.	Limited
    Warranty. Intellectsoft shall perform the Intellectsoft Services in good faith and in a timely and professional manner.
    Intellectsoft shall exercise the same level of professional care commonly found in the services business in carrying out the
    terms of this Agreement. As of the Effective Date, Intellectsoft represents and warrants that to the best of its knowledge
    the Intellectsoft Services provided by Intellectsoft hereunder will not constitute an infringement of any patent, patent application,
    copyright, trademark, trade secret or any other intellectual property right of any third party, and that no court proceeding
    or any other procedure for infringement of such rights is pending against Intellectsoft with respect to the Intellectsoft
    Services. THE FOREGOING LIMITED WARRANTY IS INTELLECTSOFT’S SOLE WARRANTY FOR ANY INTELLECTSOFT SERVICES PROVIDED HEREUNDER
    OR ARISING OUT OF THIS AGREEMENT, AND IS IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED,
    STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS
    FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING HEREBY FULLY DISCLAIMED.
	 	6.6.	Limitation
    of Liability. Regardless of any other provision except as to the IP Indemnity of paragraph 6.4 Client Indemnity herein,
    Intellectsoft’s liability for damages to Client for any cause whatsoever, and regardless of the form of action, whether
    in contract, tort or other theory of liability, including negligence, will be limited to the aggregate sum of payments made
    to Intellectsoft by Client for the Intellectsoft Services directly related to any claim. Intellectsoft will never be liable
    for any damage caused wholly or partially by Client’s delivery of damaged documents, data, media or other materials
    to Intellectsoft. Furthermore, Intellectsoft will never be liable to Client or any other person for any indirect, special
    or consequential damages, including without limitation, lost profits, business revenue or goodwill, however caused and whether
    arising under contract, tort or other theory of liability. The foregoing limitations shall apply notwithstanding the failure
    of the essential purpose of any limited remedy.


 


	 	7.	OWNERSHIP
    OF SOFTWARE
	 	7.1.	Developer
    assigns to Client its entire right, title and interest in perpetuity and throughout the universe on anything created or developed
    by Developer for Client under this Agreement including source code, all patents, intellectual property copyrights, trade secrets
    and other proprietary rights. This assignment is conditioned upon full payment of the compensation due Developer under this
    Agreement.
	 	7.2.	Developer
    shall not retain right or title to any of the products developed or services rendered in connection with the services. Developer
    cannot sell, transfer, publish or otherwise make the Work Product available to third parties. Any rights granted to Developer
    under this Agreement shall not affect Client’s exclusive ownership of the software package. Developer can publish the
    description of the finished projects for marketing purposes and is obliged to include the reference to Client as an owner
    of any and all any intellectual property created during the term of this agreement.
	 	7.3.	Developer
    reserves the right to publish the application of Client in Developer Portfolio without disclosing any previously information
    covered by an NDA signed between the Parties.


 


		8.	WARRANTY



	 	8.1.	Warranty
    of Software Performance: Developer warrants that for 1 month following acceptance of the Software by Client, the Software
    will be free from material reproducible programming errors and defects in workmanship and materials, and will substantially
    conform to the Specifications when maintained and operated in accordance with Developer’s instructions. If material
    reproducible programming errors are discovered during the warranty period, Developer shall promptly remedy them at no additional
    expense to Client. This warranty to Client shall be null and void if Client is in default under this Agreement or if the non-conformance
    is due to:


 


	 	A.	Hardware
    failures due to defects, power problems, environmental problems or any cause other than the Software itself;
	 	B.	Modification
    of the Software operating systems or computer hardware by any party other than Developer; or
	 	C.	Misuse,
    errors or negligence of Client, its employees or agents in operating the Software. Developer shall not be obligated to cure
    any defect unless Client notifies it of the existence and nature of such defect promptly upon discovery.


 


	 	8.2.	Warranty
    of Title: Developer owns and has the right to license or convey to Client title to the Software and documentation covered
    by this Agreement. Developer will not grant any rights or licenses to any intellectual property or technology that would conflict
    with Developer’s obligations under this Agreement.
	 	8.3.	Warranty
    against Disablement: Developer expressly warrants that no portion of the Software contains or will contain any protection
    feature designed to prevent its use. This includes, without limitation, any computer virus, worm, software lock, drop dead
    device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify,
    delete, damage or disable Client’s Software or computer system. Developer further warrants that it will not impair the
    operation of the Software in any way other than by order of a court of law.


 


	 	9.	INTELLECTUAL
    PROPERTY INFRINGEMENT CLAIMS
	 	9.1.	Developer
    warrants that Developer will not knowingly infringe on the copyright or trade secrets of any third party in performing services
    under this Agreement. To the extent any material used by Developer contains matter proprietary to a third party, Developer
    shall obtain a license from the owner permitting the use of such matter and granting Developer the right to sub-license its
    use. Developer will not knowingly infringe upon any existing patents of third parties in the performance of services required
    by this Agreement.
	 	 	If
    any third party brings a lawsuit or proceeding against Client based upon a claim that the Software breaches the third party’s
    patent, copyright or trade secrets rights, and it is determined that such infringement has occurred, Developer shall hold
    Client harmless against any loss, damage, expense or cost, including reasonable attorney fees, arising from the claim.


 


This
indemnification obligation shall be effective only if:


 


	 	A.	The
    third party intellectual property rights involved were known to Developer prior to delivery of the Software
	 	B.	Client
    has made all payments required by this Agreement
	 	C.	Client
    has given prompt notice of the claim and permitted Developer to defend, and
	 	D.	The
    claim does not result from Client’s modification of the Software.


 



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	 	10.	TERMINATION
	 	10.1.	Either
    party may elect to terminate this Agreement by providing written notice to the other party. Termination notice is required
    30 day prior to final day of notice of termination. This Agreement’s Termination Date is defined as the date that notice
    of termination is received by the non-terminating party. Should Client elect to terminate this Agreement, Client will still
    be charged and responsible for all services performed by Intellectsoft prior to the date of termination, in addition to, all
    monthly charges for services fees invoiced for the month in which the Termination Date falls. Client will not be due any pro-rata
    refunds or offsets for days left in the month following the Termination Date.


 


	 	11.	COMMUNICATIONS
	 	11.1.	Notices.
    Notices of default shall be sent by e-mail and overnight mail to the parties contacts provided below. All certificates, reports,
    records, subordinate agreements (and their applicable amendments), notices, requests, demands and other communications under
    this Agreement shall be in writing and sent by e-mail and shall be deemed to have been duly given: (a) on the date of service
    if served personally on the party hereto to whom notice is to be given; (b) on the date of confirmed transmission if sent
    via facsimile to the number given below, and telephonic confirmation of transmission is obtained promptly after completion
    of transmission, and followed by mail delivery; (c) on the day after delivery to commercial or postal overnight carrier service;
    or (d) on the fifth day after mailing, if mailed to the party to whom such notice is to be given, by first class mail, registered
    or certified, postage prepaid and properly addressed, to the party as follows:


 


If
to Intellectsoft:


Intellectsoft, LLC


721
Colorado Ave Suite 101


Palo Alto, CA 94303


 


If
to Client:


3960
Howard Hughes Parkway


Suite 490, Las Vegas, NV 89169


 


Any
party hereto may change its address for the purpose of this section by giving the other party timely, written notice of its new
address in the manner set forth above. Failure by either party to timely and fully deliver any documents required pursuant to
this Agreement shall not constitute a waiver of their obligations hereunder.


 


	 	12.	MISCELLANEOUS
	 	12.1.	Client
    Authority. The person signing this Agreement below represents that he/she is authorized to execute this Agreement on behalf
    of the Client.
	 	12.2.	Dispute
    Resolution. If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help
    of a mutually agreed-upon mediator in the following location: California, United States of America. Any costs and fees other
    than attorney fees associated with the mediation shall be shared equally by the parties.
	 	12.3.	Applicable
    Law, Venue and Jurisdiction. This Agreement shall be governed by the laws of the State of California. Any action brought
    by Intellectsoft or Client which refers or relates to this Agreement, the Intellectsoft Services shall be brought in, and
    each party hereby consents to the jurisdiction of and venue in the State and/or Federal courts in California, which is the
    home office of Intellectsoft.
	 	12.4.	Attorneys’
    Fees and Court Costs. If either party to this Agreement is forced to bring legal action to prosecute claims arising from
    obligations bound by this Agreement, the prevailing party in such action will have the right to recover all reasonable attorneys’
    fees and court costs from the non-prevailing party.
	 	12.5.	Relationship
    of the Parties. Nothing in this Agreement shall be construed as creating any agency or partnership between the parties
    and neither party shall have any express or implied power or authority to act on or make any representations whatsoever on
    behalf of the other party.
	 	12.6.	No
    Rights of Third Parties. This Agreement does not create any right enforceable by any person who is not a party, except
    that the terms of this Agreement may be enforced by any affiliate of any Party hereto.
	 	12.7.	Cumulative
    Remedies. All remedies available to either party for breach of this Agreement are cumulative and may be exercised concurrently
    or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other
    remedies.
	 	12.8.	Natural
    Disaster/Force Majeure. Regardless of any other provision in this Agreement, Intellectsoft will not be liable for any
    damages, for any delay or failure in performance of any part of this Agreement, or for any damage to or loss of Client documents
    or other materials held by Intellectsoft pursuant to this Agreement, to the extent that such delay, failure, damage, or loss
    results, wholly or partially, from causes beyond Intellectsoft’ control; including but not limited to: fire, flood,
    explosion, war, labor dispute, embargo, government requirement, civil or military authority, natural disasters, or other similar
    situation. If any such situation occurs, Intellectsoft will make reasonable efforts to give prompt notice to Client and, in
    the case of a delay or failure in performance, Intellectsoft will use commercially reasonable efforts to resume performance
    of the Agreement, to the extent possible, as soon as practicable after the cessation of the situation.
	 	12.9.	Headings.
    The headings of the sections, subsections and paragraphs of this Agreement are inserted for convenient reference only and
    are not intended to be part of or to affect the meaning or interpretation of this Agreement.
	 	12.10.	Amendments/Counterparts.
    No amendment, waiver or modifications to this Agreement shall be valid or enforceable unless in writing, and executed by the
    authorized representatives of Client and Intellectsoft. This Agreement may be executed in multiple counterparts, each of which
    shall be deemed an original. Facsimile of a party’s authorized representative’s signature and electronic signatures
    shall be deemed to be binding upon such party, unless otherwise prohibited by law.
	 	12.11.	Severability.
    If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an
    enforceable provision that approximates the intent and economic effect of the affected provision and the remaining provisions
    hereof shall be unimpaired and shall remain in full force and effect.
	 	12.12.	Assignment.
    Client may not assign, by operation of law or otherwise (including, without limitation, by means of outsourcing), this Agreement,
    in whole or in part, without the prior written consent of Intellectsoft, which consent will not be unreasonably withheld.
    Intellectsoft may assign this Agreement and/or subcontract some or all of its obligations hereunder.
	 	12.13.	Waiver;
    Remedies Non-Exclusive. No failure or delay on the part of any party in exercising any right or remedy provided in this
    Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right
    or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy provided herein or at
    law or in equity. Except as expressly provided herein, no remedy specified in this Agreement is intended to be exclusive of
    any other remedy, and each and every remedy shall be cumulative and in addition to every other right or remedy provided herein
    or available at law or in equity.
	 	12.14.	Amendment.
    This Agreement may be modified or amended only by written agreement executed by both parties.
	 	12.15.	Entire
    Agreement. This Agreement, together with the attached Exhibits, supersedes all prior written or oral agreements, understandings
    and discussions between Intellectsoft and Client.


 








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