instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
question:
Exhibit 10.2     SERVICES AND HOSTING AGREEMENT   THIS SERVICES AND HOSTING AGREEMENT (this Agreement) is entered into by and between VITALIBIS INC a Nevada C having its principal place of business at 5348 Vegas Drive, Las Vegas, NV 89108 (hereinafter, -Licensee), and VOTOCAST, Inc. a California corporation (dba, newkleus), having its principal place of business at PO Box 7302 Newport Beach, CA 92658 (hereinafter, VOTOCAST). VOTOCAST and Licensee may also be referred to individually as a Party and collectively as the Parties.   WHEREAS, VOTOCAST provides certain hosting and technical services, including iOS and Android Mobile Applications, APIs, SDKs and Admin Module (Services); and   WHEREAS, Licensee wishes to engage VOTOCAST, and VOTOCAST desires to be engaged by Licensee, to provide hosting and technical services on the terms and subject to the conditions set forth below.   NOW. THEREFORE, in consideration of the promises, benefits, and covenants set forth herein, the Parties hereby agree as follows:   1. SERVICES   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 Agreement unless such transfer is mutually agreed upon by the Parties in a writing signed by the Parties. VOTOCAST reserves all rights under any intellectual property rights in and to the Services not expressly granted in this Agreement.   1.2 Services. VOTOCAST shall provide the Services to Licensee as specifically set forth in Exhibit A, attached hereto.   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 Testing shall commence within five (5) business days from the date on which VOTOCAST notifies Licensee, in writing by U.S. mail or electronic mail that all implementation work has been completed and is ready for Acceptance Testing by Licensee. In the event that the Services do not conform to the Acceptance Criteria, Licensee shall give VOTOCAST written notice thereof. VOTOCAST shall make commercially reasonable efforts to correct any deficiencies that prevent the Services from conforming to the Acceptance Criteria. When the Services have successfully conformed to or satisfied the Acceptance Criteria, Licensee shall give VOTOCAST written notice by U.S. mail or electronic mail of acceptance (Acceptance). Acceptance by Licensee shall be automatically deemed to have occurred: (a) fifteen (15) business days after Licensee's receipt, if Licensee does not communicate to VOTOCAST any defects in the Services, or (b) if Licensee uses the Services in the normal and usual operation of Licensee's business prior to written Acceptance. Licensee shall have the right to terminate this Agreement if, in its sole discretion, the Services have not conformed to the Acceptance Criteria within thirty (30) days from the date of Acceptance Testing; provided however, VOTOCAST shall continue to be entitled to receive, and Licensee shall be obligated to pay to VOTOCAST, any and all amounts owing for Implementation Fees up to the date of termination.   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 and support services as set forth in Sections 2.2 and 2.3, respectively, shall not constitute Additional Services arid shall not require an SOW. Each SOW will be deemed to incorporate the terms and conditions of this Agreement unless SOW explicitly states otherwise. Each SOW shall reference this Agreement, contain a description of the services to be provided and the associated fees and charges, and such additional terms and conditions as the Parties may desire to include. The Services and Additional Services shall be collectively referred to herein as the Services?' The Agreement and any SOWs shall be collectively referred to herein as the Agreement. The form of the SOW is outlined in Exhibit D.   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.

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Source: VITALIBIS, INC., 8-K, 3/16/2018







  2. VOTOCAST'S OBLIGATIONS   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 requests, to provide the Services, to operate or maintain its systems or to protect itself or Licensee Users. In all such instances. VOTOCAST shall provide prior written notice to Licensee of not less than three (3) business days prior to accessing or disclosing such information so that Licensee may have an opportunity to dispute or restrict such disclosure. Licensee acknowledges, however, that Licensee and Licensee Users' content will not pass through nor be stored in a segregated or separate physical location from which VOTOCAST'S other users content will be transmitted or stored.   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.   2.3 Support. VOTOCAST will identify a primary point of contact for support escalation, to be accessible pursuant to the Service Levels set forth in Exhibit C.   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 except for any loss or interruption of Services due to causes beyond the control of VOTOCAST or which are not reasonably foreseeable by VOTOCAST, including, but not limited to, interruption or failure of Wi-Fi, cellular, telecommunication or digital transmission links and Wi-Fi or cellular slow-downs or failures. VOTOCAST agrees to provide reasonable written notice to Licensee prior to any scheduled maintenance or required repairs that would cause the Services to be inaccessible. VOTOCAST does not provide Wi-Fi, broadband or cellular services to Licensee or Licensee Users.   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 interruption of Services which is not due to scheduled maintenance, and is caused by VOTOCAST, and such loss or interruption of Services exceeds a continual period of one (I) hour per Exhibit C, Licensee shall receive a credit against future Services equal to one-thirtieth (1/30) of the monthly fees for the Services for each cumulative hour, up to a maximum total of the fees charged for Services for the applicable month of the affected Services.   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.   3. LICENSEE'S OBLIGATIONS   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 Agreement. Licensee agrees to obtain acceptance by provable electronic means from each Licensee User of the Terms of Use prior to such Licensee User's initial use of the Services.   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 the violation or suspected violation. If the matter cannot be promptly resolved, however, VOTOCAST reserves the right to suspend or terminate the provision of Services to the violating Licensee User as reasonably necessary to protect VOTOCAST'S interests.   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.   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 services before Licensee or such Licensee User will have access to the Services.

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  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 provide to VOTOCAST and to authorize VOTOCAST'S use of, the Licensee Content provided by Licensee for developing the Mobile Apps, and agrees to defend and indemnify VOTOCAST with respect to any claims arising from VOTOCAST'S or Licensee's use of such Licensee Content   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 Apps, APIs, SDKs and databases. Nothing in this Agreement obligates VOTOCAST to monitor or exert editorial control over the Mobile Apps, APIs, SDKs or databases.   4. PRICING AND PAYMENT   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 agrees that rates may not increase by more than ten percent (10%) during any Renewal Term. If circumstances require VOTOCAST to raise its rates more than ten percent (10%) during any Renewal Term, VOTOCAST will provide Licensee cost related supporting documentation to justify the rate increase. VOTOCAST will give Licensee at least thirty (30) days prior written notice of any rate changes during any Renewal Term.   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, whichever is less. In addition, failure of Licensee to fully pay any fees within sixty (60) days after the applicable due date, shall be deemed a material breach of this Agreement, justifying suspension of the performance of Services by VOTOCAST, and will be sufficient cause for immediate termination of this Agreement by VOTOCAST. Any such suspension does not relieve Licensee from paying fees past due plus interest and in the event of collection enforcement, Licensee shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, court costs and collection agency fees.   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).   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.   5. OWNERSHIP AND PROPRIETARY RIGHTS   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 nothing in this Agreement shall be construed to grant VOTOCAST any ownership rights in, or license to, the Licensee Content provided by Licensee or Licensee Users. Licensee hereby grants to VOTOCAST a non-exclusive, worldwide, royalty-free license during the term of this Agreement to edit, modify. adapt. translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use Licensee Content as necessary to render Services to Licensee under this Agreement.   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 know-how, methodologies, equipment. or processes used by VOTOCAST to provide the Services to Licensee and Licensee Users, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively, VOTOCAST Materials) shall remain the sole and exclusive property of VOTOCAST or its suppliers. To the extent, if any, that ownership of the VOTOCAST Materials does not automatically vest in VOTOCAST by virtue of this Agreement or otherwise, Licensee hereby transfers and assigns to VOTOCAST all rights, title and interest which Licensee may have in and to the VOTOCAST Materials. Licensee acknowledges and agrees that VOTOCAST is in the business of hosting Mobile Apps and providing Mobile App services, and that VOTOCAST shall have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit any VOTOCAST Materials in providing such services.

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  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 VOTOCAST if Licensee considers the Feedback to be proprietary to Licensee. The Parties will then exercise commercially reasonable efforts to reach an agreement regarding ownership and use of the Feedback prior to disclosure by Licensee. Any Feedback submitted to VOTOCAST without Licensee providing such written notice, shall be deemed the sole property of VOTOCAST and the same, together with all copyrights, trade secrets, patent rights, and other intellectual property thereto shall be and hereby are assigned to VOTOCAST.   6. WARRANTIES   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 performance of this Agreement has been duly authorized and this Agreement is a valid and binding contract enforceable in accordance with its terms; (d) VOTOCAST'S use of any data, information, or materials, including, without limitation, the Licensee Content and Licensee User information, provided by Licensee or Licensee Users does not and will not, to Licensee's knowledge, contain any content, materials, advertising or services that are materially inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, or any proprietary, contract, moral, or privacy right or any other third party right, and that Licensee and/or Licensee Users own the Licensee Content or otherwise has the right to place the Licensee Content on the Mobile Apps; and (e) Licensee has obtained any authorization(s) necessary. Should Licensee receive notice of a claim regarding the Mobile Apps, Licensee shall promptly provide VOTOCAST with written notice of such claim. The sole remedy for any breach of Section 6.1 (d) and (e) shall be the provisions in Section 7.1.   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, delivery, and performance of this Agreement has been duly authorized and this Agreement is a valid and binding contract enforceable in accordance with its terms; (d) the Services, as set forth in the terms of this Agreement, will be performed in accordance with applicable industry standards; (e) Licensed Software—Warranty is not based on time, but is based on support and maintenance of the prior 2 versions (defined by update) and the current version. (For clarity, if the current version is 1.7. we would also warrant 1.6 and 1.5.); (f) Configuration and Customization Services — Licensee has a 15 business day period directly after the production release to report any defects related to the customization services; these defects are covered under the warrant and are corrected at no cost to the customer; and (g) Licensee's use of any VOTOCAST Materials provided on the Mobile Apps does not and v. ill not, to VOTOCAST'S knowledge, contain any content, materials, advertising or services that are materially inaccurate or that infringe on or violate any applicable law, regulation or right of a third party. including, without limitation, or any proprietary, contract, moral, or privacy right or any other third party right, and that VOTOCAST owns the content or otherwise has the right to place the content on the Mobile Apps. The sole remedy for any breach of Section 6.2 (e) shall be the provisions in Section 7.2.   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 PURPOSE OR NON- INFRINGEMENT.   7. INDEMNIFICATION   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 Licensee or is based upon a claim that any of the Licensee Content to be provided by Licensee hereunder or other material on the Mobile App infringes or violates any rights of third parties, including without limitation, rights or publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.   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, including reasonable attorneys' fees, to the extent that such action arises from the negligence or willful misconduct of VOTOCAST or is based upon a claim that any of the VOTOCAST Materials provided by VOTOCAST on the Mobile Apps infringes or violates any rights of third parties, including without limitation, rights or publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

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  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 the defense if it so chooses, provided that the indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party's written consent, which shall not be unreasonably withheld or delayed.   8. LIMITATION OF LIABILITY   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 WITH RESPECT TO VOTOCAST'S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL. INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE. BUSINESS, OR DATA), EVEN IF VOTOCAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   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 APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE. STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.   9. CONFIDENTIALITY   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 unpublished financial information, product and business plans, revenues, advertising relationships, projections, and marketing data, and any other information that the disclosing Party (Discloser) desires to protect against unrestricted disclosure by the receiving Party (Recipient') that: (a) if disclosed in tangible or electronic form, is marked as confidential, (b) if disclosed orally or visually, is designated orally as confidential at the time of disclosure or within a reasonable period of time thereafter, or (c) that the Recipient knows or should reasonably know is confidential or proprietary. The Recipient will maintain the confidentiality of the Discloser's Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but no less than a reasonable degree of care. The Recipient will not disclose any of the Discloser's Confidential Information to any employees or third parties except for (I) the employees of the Recipient who have a need to know and who have agreed in writing to maintain the confidentiality of such information, and (2) Recipient's third party contractors who have agreed in writing to maintain the confidentiality of such information. These confidentiality obligations shall survive for three (3) years after expiration or termination of this Agreement; provided, that the expiration of such obligations shall not affect any other restrictions on the Recipient, including without limitation, any restrictions under patent or copyright laws.   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 confidentiality, (c) rightfully known to the Recipient without any obligation of confidentiality prior to its receipt from the Discloser, (d) independently developed by the Recipient's employees without use of the Discloser's Confidential Information. (e) made generally available to third parties by the Discloser without restrictions on disclosure, (0 required, on advice of counsel, to be disclosed under applicable laws, rules, or regulations, provided that Recipient gives reasonable prior notice to Discloser of such duty to disclose, or (vii) technical feedback from Licensee related to the Services.   10. TERM AND TERMINATION   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 successive one (I) year terms (each, a Renewal Term), unless a Party provides the other with written notice of termination at least one hundred eighty (180) days prior to the expiration of the Initial Term or the then-current Renewal Term. Regardless of the term, Licensee can terminate Agreement with at least one hundred eighty (180) days written notice with no further obligation.

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Source: VITALIBIS, INC., 8-K, 3/16/2018







  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 written notice of such breach. In addition, either Party may terminate this Agreement effective immediately upon written notice to the other Party if the other Party: (a) terminates or suspends its business operations, (b) becomes the subject of any bankruptcy or insolvency proceeding, (c) becomes insolvent or unable to pay its obligations as they accrue, or (d) becomes subject to direct control by a trustee, receiver, or similar authority.   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 such stored content to Licensee). However, VOTOCAST shall continue to be entitled to receive, and the Licensee shall continue to pay to VOTOCAST, the amounts owing to VOTOCAST up to the date of termination pursuant to Section 4. Termination of this Agreement shall not act as a waiver of any breach of this Agreement or as a release of either Party from any liability for breach of such Party's obligations under this Agreement. Regardless of any other provision of this Agreement, VOTOCAST shall not be liable by reason of termination of this Agreement for compensation, reimbursement, or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases or other commitments made in connection with Licensee's business or otherwise, excluding any amounts paid by Licensee to VOTOCAST pursuant to the terms of this Agreement.   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.   11. OTHER PROVISIONS   11.1 Independent Parties. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agent or employment relationship between VOTOCAST and Licensee.   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.   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 provision as comes closest to the intention underlying the invalid term or provision.   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 mail, return receipt requested, postage paid, to the address of the Party to be noticed as set forth herein, or such other address as such Party last provided to the other by written notice.   VITA LI BI S. INC. Attn: Thomas Raack 5348 Vegas Drive Las Vegas, NV 89108 Phone: 702-944-9620 Email: traack@vitalibis.com

VOTOCAST, Inc. (dba, newkleus) Attn: Steve Raack PO Box 7302 Newport Beach, CA 92658 Phone: 310-259-1248 Email: steve@VOTOCAST.com   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.

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Source: VITALIBIS, INC., 8-K, 3/16/2018







  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 acquires (by merger, acquisition, or otherwise) all or substantially all of the business assets of such Party applicable to the subject matter of this Agreement; and (2) VOTOCAST may subcontract any portion of the Services to a third party contractor without the prior consent of Licensee, provided that VOTOCAST remains fully responsible to Licensee for the delivery of such Services as set forth in this Agreement. Any attempted assignment or delegation without such prior written consent, except as expressly set forth herein, will be void, or at the non-assigning Party's sole discretion, may be treated as fully binding upon and in force and effect against any such successor or assign.   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 unreasonably withheld or delayed.   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 of war, governmental regulations, shortage of equipment, materials or supplies, fire, power failure. earthquakes, severe weather, floods or other natural disaster; provided, however, it is understood that this Section is intended only to suspend and not discharge a Party's obligations under this Agreement and that when the causes of the delay or failure are removed or alleviated, the affected Party shall resume performance of its obligations hereunder.   11.9 Amendments. No amendment or modification of any provision of this Agreement shall be effective unless the same shall be in writing and signed by both Parties.   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 sitting in California, and each of the Parties hereby agrees and submits itself to the exclusive jurisdiction and venue of such courts for such purpose.   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 Agreement are not breached and the intellectual property rights of the other Party are not misappropriated or infringed.   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 preliminary and permanent injunctive relief against the breach or threatened breach of said covenants or provisions. Such relief shall be in addition to any other legal or equitable remedies that may be available to the non-breaching Party.   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.   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 other representative employed or retained by the other Party or assist any other person or entity to do any of the foregoing. If any such action occurs and results in an employee accepting employment with the other Party, the Party with whom the employee accepts employment agrees to pay to the other Party as liquidated damages, an amount equal to two times that particular individual's annual salary and bonus.

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Source: VITALIBIS, INC., 8-K, 3/16/2018







  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 of the Parties' representatives thereon, shall for all purposes be deemed equivalent to an original.   11.16 Effective Date. The Effective Date of this Agreement shall be the later of the dates shown by the signatures below.   IN WITNESS WHEREOF. the Parties have caused this Agreement to be executed below by their respective duly authorized representatives.     VITABILIS, INC. VOTOCAST, INC. (Votocast)       By: /s/ Markus Frick By: /s/ Steven P. Raack Name: Markus Frick Name: Steven P. Raack Title: Director Title: CEO    Date: 3-14-18 Date: 3-7-18

 8

Source: VITALIBIS, INC., 8-K, 3/16/2018







  EXHIBIT A SERVICES AND FEES Services Fees:   1. Implementation Fees:   Implementation Fees for Branded Mobile Apps are shown in the table below:   Service Fee Branded Mobile Apps $0 Admin Database $0 Website Integration (APIs) $0 Existing Mobile App Integration (APIs and/or SDKs) SO   These are one-time fees, paid in advance. No work will begin until these fees have been received.   2. License and Hosting Fees   License and Hosting Fees are as shown in the table below:   # of Monthly Video Views Fee Up to 9,999 SO Between 10.000 — 24,999 $1.000 Between 25.000 — 49,999 $1.500 Over 50,000 $2,000   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.   3. Scone of Services:   - Branded iOS Mobile App - Branded Android Mobile App - Application APIs - Application SDKs - Admin Database   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 applications, hardware or systems. Such services can be requested by Licensee and negotiated under a separate SOW.   PRICES ARE STRICTLY CONFIDENTIAL. NO PART OF THIS DOCUMENT, ESPECIALLY PRICING INFORMATION, MAY BE DISCLOSED IN ANY MANNER TO A THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF VOTOCAST.

 9

Source: VITALIBIS, INC., 8-K, 3/16/2018







  EXHIBIT B   ACCEPTANCE CRITERIA   Acceptance criteria shall be as follows:   · 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 profile     · An admin user can login to the Admin Module, create campaigns, delete comments, delete videos, export user information and monitor key metrics   Upon Acceptance approval by Licensee per Section 13, VOTOCAST will assist in publishing the Mobile Apps on the AppStore and on GooglePlay.

 10

Source: VITALIBIS, INC., 8-K, 3/16/2018







  EXHIBIT C SERVICE LEVELS   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 that VOTOCAST is responsible only for providing the Services, and is not responsible for providing any services or performing any tasks not specifically set forth in Exhibit A. unless such services or tasks are mutually agreed upon in writing by authorized representatives of the Parties.   Severity Response Time Severity 1 Every Two Hours (24x7) Severity 2 Every 8 Hours (9AM-5PM PST) Severity 3 Every 48 Hours (9A1V1-5PM PST) Severity 4 Every 72 Hours (9AM-5PM PST)   Response Time means the time beginning when Licensee informs VOTOCAST of a Support incident and ending when the Support incident is either resolved or a reasonable fix is implemented.   Support Incident Severity Definitions and Responses:   Classifications. By mutual agreement (following the definitions noted here below), Support incidents will be classified by type as a Severity I, 2, 3 or 4.   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.   Severity 1 Condition - Issue has a critical business impact and / or a crippling effect on the Licensee's business. Examples include the following:   · The production system is down · Critical features are unusable · Data is not accessible · Company has repeated production outages that are disrupting the success of their business   NOTE: A critical situation does not automatically imply Severity 1. The associated problem's business impact sets the Severity.   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:   · Non-production system data is inaccessible · Degraded performance having serious negative impact on business · A database/application error has occurred, severely hampering business operability   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.

 11

Source: VITALIBIS, INC., 8-K, 3/16/2018







  Severity 3 Conditions. Examples include the following:   · 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   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.   Severity 4 Conditions. Examples include the following:   · General question such as how-to · Issue with little or no impact on business · Documentation issues · Issue is essentially resolved but remains open for Licensee confirmation

 12

Source: VITALIBIS, INC., 8-K, 3/16/2018







  EXHIBIT D FORM OF SOW   STATEMENT OF WORK #XXXX TO  SERVICES AND HOSTING AGREEMENT   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, Licensee), and VOTOCAST, Inc., a California corporation (dba, newkleus), having its principal place of business at PO Box 7302 Newport Beach, CA 92658 (hereinafter, VOTOCAST). VOTOCAST and Licensee may also be referred to individually as a Party and collectively as the 'Parties. RECITALS   WHEREAS, Licensee and VOTOCAST have entered into a Services and Hosting Agreement (the Agreement') dated March 7t h, 2018 (the Effective Date).   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.   AGREEMENT   NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the undersigned hereby agree as follows:   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 terms and conditions of the Agreement shall apply to the SOW Services (as defined below). Any capitalized terms used in this Statement of Work which are not defined herein shall have the meanings ascribed to such terms in the Agreement. Should a conflict arise between a term or provision of this Statement of Work and a term or provision of the Agreement, (i) every effort shall be made to interpret and construe the Agreement and this Statement of Work in an inclusive and consistent manncr, and (ii) if such consistent interpretation is impossible, then the terms of the Agreement shall prevail unless specifically provided otherwise in this Statement of Work.   2. Services. VOTOCAST agrees to use reasonable efforts to perform the Professional Services as set forth in Schedule A attached hereto (the SOW Services).   3. Payment.   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 expenses, incurred by VOTOCAST in connection with the performance of the SOW Services.   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 VOTOCAST invoice. Except as othenwise provided herein, all payments due and payable under this Statement of Work shall be made in accordance with the payment terms set forth in Section 4 of the Agreement.

 13

Source: VITALIBIS, INC., 8-K, 3/16/2018







  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 Schedule B attached hereto (the Change Order). Neither Party shall have any obligation with respect to any services not specifically described in the Agreement, this Statement of Work, or a Change Order unless and until such has been agreed to in a writing executed by the authorized representatives of both Parties.   The following are authorized to sign or provide email approval Change Orders in behalf of Licensee:   Name: Thomas Raack Title: CFO Secretary   IN WITNESS WHEREOF, VOTOCAST and Licensee have executed this Statement of Work effective as of the SOW Effective Date.         VITABILIS, INC. VOTOCAST, INC. Votocast)       By: ______________________ By: ______________________ Name: ____________________ Name: ____________________ Title: _____________________ Title: _____________________    Date: _______ Date: _______

Source: VITALIBIS, INC., 8-K, 3/16/2018 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
answer:
34615


question:
EXHIBIT 10.26                                       MICOA                                 AGENCY AGREEMENT

         Mutual Insurance Corporation of America, a Michigan insurance corporation (MICOA) and Stratton, Cheeseman & Walsh-Nevada, Inc., a Nevada corporation, (Agency), (sometimes commonly referred to as the Parties) agree as follows:

A.       AUTHORITY OF AGENCY

         Subject to requirements imposed by law, the underwriting rules,          procedures and regulations of MICOA and this agreement, the Agency is          authorized to:

         1.       Solicit within the State of Nevada, receive and transmit                   immediately and directly to MICOA, proposals for health care                   liability insurance contracts for which a commission is                   specified in the schedule of commissions provided by Exhibit                   A, attached and as amended or supplemented by such attachments                   from time to time.

         2.       Produce and deliver certificates of insurance and written                   binders in accordance with MICOA underwriting requirements.                   The Agency is not authorized to accept or bind any risk or to                   otherwise obligate MICOA without specific authority from                   MICOA.

         3.       Provide all usual and customary services of an Agency on all                   policies placed with MICOA subject to the following:

                  a.       MICOA will not be responsible for Agency expenses                            including but not limited to rent, transportation,                            employee hire or solicitor's fees, postage,                            telegrams, telephone, advertising, licensing fees or                            any other Agency expenses whatsoever.

                  b.       The Agency will not undertake or initiate advertising                            of any nature in connection with business or policies                            related to MICOA without the approval of MICOA.

         4.       To promptly report all claims and losses of which the Agency                   has knowledge and properly notify MICOA when the Agency                   receives notice of the commencement of any related legal                   action. Agency shall refrain from admitting or denying                   liability on the part of the company in connection with any                   claim or lawsuit.

         5.       In return for the exclusive appointment of Agency by MICOA to                   sell its professional liability products listed on the                  &sbsp;attached Commission Schedule

                  in Nevada, Agency agrees not to sell any competing                   professional liability products in Nevada, without the written                   consent of MICOA. Provided that, if a particular risk has been                   submitted to MICOA and MICOA has declined that risk, then                   Agency may search appropriate markets for placement of that                   risk, and may place that risk with another insurance company.

         6.       Designated Agent representatives upon request from MICOA will                   be expected to participate in MICOA's Nevada Market Managers                   Group activities and to attend all scheduled meetings.

         7.       MICOA will share on a project basis development costs of all                   promotional materials and some advertising costs related to                   Nevada sales, provided that all such expenditures or budgets                   for them are approved by MICOA in writing in advance.

         8.       Agency may solicit subagencies for appointment, subject to                   MICOA's prior written approval of each subagency following                   disclosure to and review by MICOA of information requested by                   MICOA for each proposed subagency. All such appointments by                   Agent shall stipulate that MICOA may terminate the subagency                   at any time without cause upon at least 90 days notice and                   that the subagency shall comply with all MICOA requirements                   and duties owed MICOA by Agency concerning solicitation,                   communications, and service to insureds. Subagencies shall                   also be required to submit all proposals immediately and                   directly to MICOA.

B.       MICOA BILLED POLICIES

         For business subject to Exhibit A, placed with and billed by MICOA          directly to the policyholder, the following shall apply in addition to          all the other provisions of this agreement:

         1.       The processing and submittal of all such business shall be                   subject to provisions outlined in MICOA's written requirements                   and forms as they may be implemented by MICOA from time to





                  time;

         2.       Commissions on premiums shall be paid to the Agency within 30                   business days of the month in which such premiums are received                   and recorded by MICOA, subject to deduction by MICOA of any                   return commissions due from the Agency.

         3.       Except as provided in Section D or unless authorized by the                   Agency, MICOA or its affiliates shall not use its records of                   business placed by the Agency with MICOA to solicit individual                   policyholders for the sale of other lines of

                                      -2-

                  insurance or other products or services. When the Agency                   grants such authorization, Agency shall be paid the applicable                   commission on such sales, provided an appropriate agreement is                   in place with MICOA.

         4.       If this agreement is terminated, MICOA shall, at the Agency's                   request, provide the Agency with a list of existing                   MICOA-billed policies placed by the Agency including their                   expiration dates.

         5.       The Agency's name shall appear on all policies, premium                   notices, and cancellation notices to policyholders. Copies of                   all such items sent to policyholders shall be provided by                   MICOA to the Agency.

C.       POLICY CANCELLATION

         Cancellation of any policy in force, when requested in writing by the          insured, will be honored by MICOA, except for those MICOA is not          otherwise permitted to cancel.

D.       EXPIRATIONS

         1.       In the event this Agreement is terminated for any reason,                   MICOA agrees to purchase from Agency, and Agency agrees to                   sell to MICOA Agency's ownership interest in the expirations                   for the MICOA insurance issued pursuant to this Agreement. The                   purchase price shall be two times Agency's commissions on                   business produced directly by Agency during the last 12 full                   months preceding the termination date. The purchase shall be                   completed within 60 calendar days after the termination date.                   In return for this payment, for a two-year period following                   the termination date, Agency will not directly or indirectly                   sell any professional liability insurance to any individuals                   or entities who were MICOA insureds in Nevada at the time of                   termination of this Agreement.

         2.       If Agency enters into a subagency agreement under which the                   subagency has the right to retain ownership of expirations on                   business produced by the subagency, then the purchase of                   expirations under subparagraph 1 above will not include the                   purchase of those subagency expirations, and the purchase                   price paid to Agency will not include the commissions paid for                   such business produced by the subagency.

                                      -3-

E.       AGENCY'S ERRORS AND OMISSION, AND FIDELITY & ELECTRONIC CRIME INSURANCE

         The Agency will maintain valid errors and omissions insurance, with          minimum limits of $1,000,000 per incident, and a fidelity and          electronic crime policy through an insurer, both of which shall contain          terms and limits of coverage acceptable to MICOA covering the Agency's          solicitors and each of its employees. The Agency shall provide MICOA a          copy of each policy; doing so on a regular and current basis shall be a          precondition to all of Agency's rights under this Agreement, including          but not limited to the payment of all earned commissions.

F.       TERMINATION OF AGREEMENT

         1.       This agreement shall terminate:

                  a.       Automatically if any public authority cancels or                            declines to renew the Agency's license or Certificate                            of Authority.

                  b.       Immediately if either party gives detailed written                            notice to the other of alleged gross and willful                            misconduct, fraud or material misrepresentation.

         2.       This Agreement shall terminate, subject to any automatic                   renewal or extension for one year as required by law, upon                   either party giving at least one hundred twenty (120) days                   advance written notice to the other, if not otherwise contrary                   to applicable law or this Agreement.

         3.       If the Agency is delinquent in either accounting or payment of





                  monies due MICOA, MICOA may by written notice to the Agency                   immediately terminate, suspend or modify any of the provisions                   of this agreement. Such action shall not be taken by MICOA                   over minor differences between the records of the Agency and                   MICOA.

         4.       All supplies, including forms and policies furnished by MICOA                   and any copies or other reproductions of them, shall remain                   the property of MICOA and shall be returned to MICOA or its                   representative upon demand.

G.       INDEMNIFICATION

         The respective parties shall indemnify and hold one another harmless as          follows:

                                      -4-

         1.       MICOA shall indemnify and hold Agency harmless against any                   MICOA act or omission, except to the extent the Agency has                   caused, compounded, or contributed to such error.

         2.       Agency shall indemnify and hold Agency harmless against any                   act or omission of the Agency, except to the extent MICOA has                   caused, compounded, or contributed to such error.

         3.       The Agency and MICOA shall properly notify one another upon                   receiving notice of the commencement of any action related to                   such liabilities. MICOA shall be entitled to participate in                   any such action or in consultation with Agency and its carrier                   to assume the defense of any such action. If MICOA assumes the                   defense of any such action, it shall not be liable to the                   Agency for any legal or other expenses subsequently incurred                   on the Agency's behalf absent MICOA's advance approval of such                   expenses.

         4.       Neither party shall, except at its own risk and expense,                   voluntarily assume any liability, make any payment or incur                   any expense without the prior written consent of the other.

H.       POTENTIAL OPPORTUNITIES

         1.       Other Programs. Agency and MICOA agree that Agency may be                   offered the opportunity to support MICOA's workers'                   compensation, and its other nonphysician professional                   liability or product programs in Nevada when MICOA proceeds                   with related marketing plans. Such plans may also include                   Agency's involvement in sales of MICOA commercial and personal                   products. Appropriate agreements must be negotiated separately                   from this agreement for each such product, and for each such                   territory, including but not limited to Nevada.

         2.       Territory. Agency and MICOA further agree to consider, subject                   to successful negotiation of appropriate agreements separate                   from this agreement, expansion of Agencies' sales territories                   for MICOA beyond Nevada.

I.       MISCELLANEOUS

         1.       Amendment. This agreement may be amended only in writing by                   mutual agreement of the Agency and MICOA, except that MICOA's                   name herein shall be deemed changed automatically for purposes                   of this agreement without written amendment upon approval of                   any such change by MICOA's domiciliary regulator.

         2.       Non Waiver. Any failure by MICOA to insist upon compliance                   with any provisions of this Agreement or of the rules and                   regulations of MICOA shall not be construed as or constitute a                   waiver of them by MICOA.

                                      -5-

         3.       Integrated Agreement. This Agreement and its attachments as                   modified from time to time supersedes and replaces as of its                   effective date, all previous agreements, if any, between MICOA                   and the Agency. There are other agreements between MICOA and                   the Agency's parent corporation, SC&W, which are not                   superceded.

         4. &bbsp;     Independent Contractor. The Agency is an independent insurance                   Agency and independent contractor, and not an employee,                   manager, officer or owner of MICOA.

         5.       Applicable Law. This Agreement shall be interpreted under the                   laws of the State of Nevada. Any provisions of this Agreement                   or any amendments to the Agreement that are or become in                   conflict with any applicable statutes or regulations shall be                   deemed to be amended to conform to those statutes or                   regulations.

         6.       Counterparts. This Agreement and any Exhibits which require                   signatures may be executed in counterparts which shall





                  together be regarded as binding upon the Parties.

         7.       Authority. The persons signing below represent and warrant                   that they are duly authorized representatives of the                   respective Parties, fully willing and able to execute this                   Agreement.

         8.       Assignment. MICOA may assign this Agreement to its parent,                   affiliate, or subsidiary corporations who are licensed                   insurers upon written notice to Agency. Agency may not assign                   this Agreement without the written permission of MICOA or its                   successors or assigns.

         9.       Resolution of Disputes. In the event of any dispute arising                   out of this Agreement, MICOA and Agency agree to submit such                   dispute to arbitration as follows:

                  a.       There shall be three arbitrators; one shall be                            selected by the Agency, one shall be selected by                            MICOA, and a third shall be selected by those two                            arbitrators. If the two arbitrators cannot agree on                            the selection of a third, American Arbitration                            Association's regional office closest to Agency's                            main office shall be requested to appoint the third                            arbitrator.

                  b.       The determination of the arbitrators shall be final                            and binding upon the Agency and MICOA.

                  c.       Neither MICOA nor the Agency shall be entitled to                            punitive and/or exemplary damages.

                                      -6-

                  d.       The arbitration shall be conducted in accordance with                            the procedures of the above referenced regional                            office of the American Arbitration Association. The                            Agency and MICOA shall pay the cost of their                            arbitrator and share equally in the expense of the                            third arbitrator.

                  e.       Either Party, may where permitted by the law of                            Nevada, enter judgment upon the arbitrators' award.

         10.      Year 2000 Compliance. Agency must at times assure that any of                   its computers, data processing systems, software components,                   and network arrangements use for MICOA business completely and                   accurately, present, produce, store and calculate all dates                   after December 31, 1999; and that they will not produce                   abnormally ending or incorrect results involving such dates as                   used in any forward or regression data based functions. All                   such items must yield date-related functionalities and date                   fields which accurately indicate the century and millennium                   and correctly perform all calculations involving a four digit                   year field.

Signed and effective this 25th day of May, 1999.

                                         AGENCY

                                         By:  /s/ Terrence L. Walsh                                             ------------------------------------

                                         Its:   President

                                         MICOA

                                         By:  /s/ Thomas C. Payne, M.D.                                             ------------------------------------                                             Thomas C. Payne, M.D.                                             Secretary/Treasurer

                                      -7-

                                    EXHIBIT A

                                AGENCY AGREEMENT                    SCHEDULE OF COMMISSIONS AND WRITTEN PREMIUM

New Business Policies:             12% of the annual premium Renewal Policies:                  12% of the annual premium

Appointed agents who are not a party to a current MICOA agency contract and/or





are not affiliated with an agency which has an agency contract will receive a 1% commission rate for all lines of business stated above.

Commission will decrease by .5% effective 10/1/99 as part of a repayment program under a project memorandum dated 4/7/99. This decrease will stay in effect until SC&W reaches $10MM in premium or at a maximum of 10 years.

                                      -8-

April 7, 1999

Mr. Terrence Walsh Stratton, Cheeseman & Walsh, Inc. 1301 N. Hagadorn East Lansing, MI 48823

RE:      NEVADA DEPARTMENT          PROJECT MEMORANDUM

Dear Terry:

In response to MICOA's request to develop a complete insurance distribution system for Nevada, including physicians professional liability and personal and commercial insurance by July 1999, Stratton, Cheeseman & Walsh, Inc. (SC&W) has spent and will continue to spend a substantial amount of time and money. In recognition that these expenditures will directly benefit MICOA, SC&W and MICOA agree to the following:

-    During the first two years of developing the Nevada distribution system, a      portion of the start up costs will be shared. Subject to compliance with a      detailed budget developed by SC&W and MICOA, these reimbursable costs shall      include:

     -    Salaries and benefits for SCW-Nevada, Inc. employees and agents.

     -    20% of your total personal benefits and salary, and 100% of your           personal travel expenses incurred with respect to the Nevada office,           which respective percentages are intended to recognize your personal           support of MICOA's Nevada initiative.

     -    Legal expenses directly attributable to the Nevada initiative.

     -    Nevada office set up.

     -    Consultant's expenses paid by SC&W in direct support of the           initiative.

     -    The above costs are to be designated and itemized in the preapproved           budget and reimbursed by MICOA at 100% for the first full year of           development and 50% for the second year. It is agreed that the first           year began effective October 1, 1997.

-    All other costs attributable to the normal operation of the Nevada      insurance agency site are the sole responsibility of SC&W.

-    After the first two years (i.e. after October 1, 1999) all expenses will      be borne by SC&W and those amounts paid to SC&W during the first two years      shall be repaid. Repayment shall be through reduction of commissions due      SC&W by 0.5% or if

                                      -7-

     SC&W exceeds $10.0 million in premium revenues by offset in the event any      money is owed the Agency by MICOA. Such reduction or offset shall occur for      so long as necessary to repay amounts reimbursed by MICOA during the      two-year period of development; but in no event will repayment be collected      for a period of greater than ten years. Any unpaid amounts at the end of      ten years shall be forgiven by MICOA.

-    Nevada rent expenses will be shared on a 50/50 basis between MICOA and      SC&W.

-    In order to allow SC&W to expand the distribution system in Nevada with      select and controlled subagents, an exclusive agency agreement will be      negotiated which will spell out the terms and conditions of the      relationship. A commission rate of 12% will be paid for both new and      renewal physicians liability business. Other commission rates will be      determined as products become available. This Agency Agreement should be      finalized by April 30, 1999.

-    MICOA may pay future payments advanced pursuant to this letter on a monthly      basis, unless doing so would be impractical, in which case another periodic      form of&bbsp;payment will be arranged. Amounts owed for past time periods will      be paid as follows: one-third by March 25, 1999; one-third by May 1, 1999;      and one-third by June 1, 1999. All other amounts owed under this Project      Memorandum to be paid by October 1, 1999.

SC&W's responsibilities, under this Project Memorandum, will include assisting MICOA with market assessment, distribution, and sales integration into Nevada. SC&W agrees not to serve in a strategic marketing capacity for another insurer





in Nevada while it is providing such services for MICOA or for a period of one year thereafter.

Terry, please countersign and return this letter to indicate your acceptance.

Sincerely,

MUTUAL INSURANCE CORPORATION OF AMERICA

/s/ Thomas C. Payne, M.D. ----------------------------------------- Thomas C. Payne, M.D. Secretary/Treasurer

ACCEPTED AND AGREED TO: STRATTON, CHEESEMAN & WALSH, INC.

/s/ Terrence L. Walsh ----------------------------------------- Terrence L. Walsh CEO 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
answer:
8377


question:
Exhibit 6.1

APPLICATION DEVELOPMENT AGREEMENT This Application Development Agreement (the Agreement) is entered into as of March 20, 2020, effective as of March 20, 2020 (the Effective Date) by and between InfinixSoft Global LLC, a Florida Limited Liability Company, with its principal office located at 360 NE 75 St Miami, Suite #127, 33138, Miami, Florida (the Developer) and Clickstream Corporation with its principal office located at 1801 Century Park East Suite 1201 Los Angeles, CA 90067 (the Client) and together with the Developer ( the Parties). RECITALS WHEREAS, the Client is engaged in the business of developing and designing mobile software applications; and WHEREAS, the Developer is engaged in the business of developing and designing application solutions; and WHEREAS, the Client wishes to engage the Developer as an independent contractor for the Client for the purpose of designing the Client's application (the Application) on the terms and conditions set forth below; and WHEREAS, the Developer wishes to design the Application and agrees to do so under the terms and conditions of this Agreement; and WHEREAS, each Party is duly authorized and capable of entering into this Agreement. NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows: 1. PURPOSE. The Client hereby appoints and engages the Developer, and the Developer hereby accepts this appointment, to perform the services described in Exhibit A attached hereto and made a part hereof, in connection with the design of the Application (collectively, the Services). 2. COMPENSATION. The total compensation for the design of the app shall be as set forth in Exhibit A hereto. These payments shall be made in installments according to the schedule set forth in Exhibit A hereto. 3. TERM. This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, will continue until the expiration of the Warranty Period as defined in subsection 9(a) of this Agreement. 4. TERMINATION. (a) Types of Termination. This Agreement may be terminated: 1. By either Party on provision of seven (7) days written notice to the other Party in case of a Force Majeure Event. 2. Client has the unilateral right to cancel this agreement at any time within a 7-day notice period. Further, Developer can only cancel due to lack of payment. Client will have a 30 day right to cure before a cancelation can occur. 3. By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party's material breach is not cured within three (3) days of receipt of written notice thereof. This shall include any delays to the timeline specified in Exhibit A. 4. By the Client at any time and without prior notice, if the Developer is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this Agreement.

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Source: CLICKSTREAM CORP, 1-A, 3/30/2020





(b) Responsibilities after Termination. Following the termination of this Agreement for any reason, the Client shall promptly pay the Developer according to the terms of Exhibit A for Services rendered before the effective date of the termination (the Termination Date). The Developer acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. All intellectual property developed pursuant to this Agreement before the Termination Date shall be delivered to the Client within one day of the Termination Date. 5. RESPONSIBILITIES. (a) Of the Developer. The Developer agrees to do each of the following: 1. Create the Application System as detailed in Exhibit A to this Agreement and extend its best efforts to ensure that the design and functionality of the Application System meets the Client's specifications. 2. Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner and to the timeframe specified in this agreement. 3. Perform the Services in a workmanlike manner and with professional diligence and skill, as a fully trained, skilled, competent, and experienced personnel. 4. On completion of the Application System, assist the Client in installation of the Application System to its final location, which assistance will include helping the Client with its upload of the finished files to the Client's selected Web-hosting Client and submitting for approval on the Apple Store and Google Play Store. 5. Provide Services and an Application System that are satisfactory and acceptable to the Client and free of defects. 6. Communicate and show with the Client regarding progress it has made with respect to the milestones listed in this agreement. 7. Operate and Maintain the Application System through hosting of games including customer Support 8. Assist the Client in identification and acquisition of corporate sponsors 9. Include internal messaging system whereas users can communicate with each other (b) Of the Client. The Client agrees to do each of the following: 1. Engage the Developer as the creator of its Application System. 2. Provide all assistance and cooperation to the Developer in order to complete the Application System timely and efficiently. 3. Provide initial information and supply all content for the Application System. 4. Provide acceptance testing and certification within one week of deployment of final build

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6. CONFIDENTIAL INFORMATION. The Developer agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Client, or to disclose to any person, firm, or corporation without the prior written authorization of the Client, any Confidential Information of the Client. Confidential Information means any of the Client's proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Developer by the Client either directly or indirectly. 7. PARTIES' REPRESENTATIONS AND WARRANTIES. (a) The Parties each represent and warrant as follows: 1. Each Party has full power, authority, and right to perform its obligations under the Agreement. 2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies). 3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (b) The Developer hereby represents and warrants as follows: 1. The Developer has the right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed. 2. The Developer has the experience and ability to perform the Services required by this Agreement. 3. The Developer has the right to perform the Services required by this Agreement at any place or location, and at such times as the Developer shall determine. 4. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Developer shall obtain all permits or permissions required to comply with such laws, rules, or regulations. 5. The Services required by this Agreement shall be performed by the Developer, and the Client shall not be required to hire, supervise, or pay any assistants to help the Developer perform such services. 6. The Developer is responsible for paying all ordinary and necessary expenses of itself or its staff. 7. The Developer shall not develop, maintain or market a similar platform and will not compete with the Client directly or indirectly worldwide. 8. At the time cash online betting is implemented, incorporate and update the approximate 40 algorithms previously developed by Developer for Client. (c) The Client hereby represents and warrants as follows: 1. The Client will make timely payments of amounts earned by the Developer under this Agreement. 2. The Client shall notify the Developer of any changes to its procedures affecting the Developer's obligations under this Agreement at least three days prior to implementing such changes. 3. The Client shall provide such other assistance to the Developer as it deems reasonable and appropriate. 4. Because of the trade secret subject matter of Developer's business, Client agrees that, during the term of this Agreement and for a period of two (2) years thereafter, it will not solicit the services of any of Developer's employees, consultants or suppliers for Client's own benefit or for the benefit of any other person or entity.

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8. APPLICATION REPRESENTATIONS AND WARRANTIES. (a) Performance. The Developer hereby warrants and represents that following delivery of the Application System to the Client (which shall be deeded to occur only on the date the Web Application is uploaded to the AWS for distribution) pursuant to Exhibit A (the Support Period), the Application will be free from programming errors and defects in workmanship and materials, and will conform to the specifications of Exhibit A. If programming errors or other defects are discovered during the Support Period, the Developer shall promptly remedy those errors or defects at its own expense. The developer will fix any bugs that may come up from the original contract after the 90 days warranty has passed. (b) No Disablement. The Developer hereby warrants and represents that the Application System, when delivered or accessed by the Client, will be free from material defects, and from viruses, logic locks, and other disabling devices or codes, and in particular will not contain any virus, Trojan horse, worm, drop-dead devices, trap doors, time bombs, or other software routines or other hardware component that could permit unauthorized access, disable, erase, or otherwise harm the Application System or any software, hardware, or data, cause the Application System or any software or hardware to perform any functions other than those specified in this Agreement, halt, disrupt, or degrade the operation of the Application System or any software or hardware, or perform any other such actions. 9. TIMING AND DELAYS. The Developer recognizes and agrees that failure to deliver the Application in accordance with the delivery schedule detailed in Exhibit A to this Agreement will result in expense and damage to the Client. The Developer shall inform the Client immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Application System according to such schedule. If a delivery date is missed, the Client may, in its sole discretion, declare such delay a material breach of the Agreement under subsection 4(a) and pursue all of its legal and equitable remedies. The Client may not declare a breach, and the Developer cannot be held in breach of this Agreement, of this section if such delay is caused by an action or failure of action of the Client. In such case, the Developer will provide the Client with written notice of the delay and work on the Application System will work until the reason for the delay has been resolved by the Client and written notice of that resolution has been provided to the Developer. 10. NATURE OF RELATIONSHIP. (a) Independent Contractor Status. The Developer agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Developer is and will remain an independent contractor in its relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Developer's compensation hereunder. The Developer shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party or a third party. (b) Indemnification of Client by Developer. The Client has entered into this Agreement in reliance on information provided by the Developer, including the Developer's express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Developer is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Developer's own actions, the Developer shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Developer and/or the Client resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Developer's earnings had the Developer been on the Client's payroll and employed as an employee of the Client.

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11. WORK FOR HIRE. (a) Work for Hire. The Developer expressly acknowledges and agrees that any all proprietary materials prepared by the Developer under this Agreement shall be considered works for hire and the exclusive property of the Client unless otherwise specified. These items shall include, but shall not be limited to, any and all deliverables resulting from the Developer's Services or contemplated by this Agreement, all tangible results and proceeds of the Services, works in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks,, licenses, trade secrets, customer lists, databases, software, programs, middleware, applications, and solutions conceived, made, or discovered by the Developer, solely or in collaboration with others, during the Term of this Agreement relating in any manner to the Developer's Services. (b) Additional Action to Assign Interest. To the extent such work may not be deemed a work for hire under applicable law, the Developer hereby assigns to the Client all of its right, title, and interest in and to such work. The Developer shall execute and deliver to the Client any instruments of transfer and take such other action that the Client may reasonably request, including, without limitation, executing and filing, at the Client's expense, copyright applications, assignments, and other documents required for the protection of the Client's rights to such materials. (c) Notice of Incorporation of Existing Work. If the Developer intends to integrate or incorporate any work that it previously created into any work product to be created in furtherance of its performance of the Services, the Developer must obtain the Client's prior written approval of such integration or incorporation. If the Client, in its reasonable discretion, consents, the Client is hereby granted an exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Client. 12. RETURN OF PROPERTY. Within three (3) days of the termination of this Agreement, whether by expiration or otherwise, the Developer agrees to return to the Client all Client products, samples, models, or other property and all documents, retaining no copies or notes, relating to the Client's business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and all copies of such material obtained by the Developer during and in connection with its representation of the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the Client's business, whether prepared by the Developer or otherwise coming into its possession, shall remain the Client's exclusive property. 13. INDEMNIFICATION. (a) Of Client by Developer. The Developer shall indemnify and hold harmless the Client and its officers, members, managers, employees, agents, contractors, sub licensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the Claims) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Developer arising from or connected with the Developer's carrying out of its duties under this Agreement, or (ii) the Developer's breach of any of its obligations, agreements, or duties under this Agreement. (b) Of Developer by Client. The Client shall indemnify and hold harmless the Developer from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Client's operation of its business, (ii) the Client's breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Client's breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Developer.

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14. INTELLECTUAL PROPERTY. (a) No Intellectual Property Infringement by Developer. The Developer hereby represents and warrants that the use and proposed use of the Application by the Client or any third party does not and shall not infringe, and the Developer has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Application, and the use of the Application will not include any activity that may constitute passing off. To the extent the Application infringes on the rights of any such third party, the Developer shall obtain a license or consent from such third party permitting the use of the Application. It is hereby stated, the Application developed under this agreement is the exclusive worldwide sole property of Client. (b) No Intellectual Property Infringement by Client. The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Application are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Developer and its subcontractors from any liability (including attorneys' fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. (c) Continuing Ownership of Existing Trademarks, Copyrights and Patents. The Developer recognizes the Client's right, title, and interest in and to all service marks, trademarks, trade names , Copyrights and Patents used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client's right, title, and interest therein, nor shall the Developer cause diminishment of value of said trademarks or trade names through any act or representation. The Developer shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, trade names, Copyrights and Patents or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Developer shall cease to use all of the Client's trademarks, marks, and trade names. (d) The Developer recognizes that the complete Intellectual Property of the project belongs to the Client. The Developer will deliver to the Client all the source code, licenses and other assets used during the process as soon as the work described in this proposal is finished under client acceptation and after receiving the last payment. 15. AMENDMENTS. No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties. 16. ASSIGNMENT. The Client may assign this Agreement freely, in whole or in part. The Developer may not, without the written consent of the Client, assign, subcontract, or delegate its obligations under this Agreement, except that the Developer may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Client of written notice of such assignment or transfer. 17. SUCCESSORS AND ASSIGNS. All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties. 18. FORCE MAJEURE. A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party's reasonable control (each a Force Majeure Event); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

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(a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder. 19. NO IMPLIED WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. 20. NOTICE. Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows: If to the Client: Contact: Frank Magliochetti, CEO Company Name: Clickstream Corp. Main Address: 1801 Century Park East Suite 1201 Los Angeles, CA 90067 If to the Developer: Contact: Ivan Saroka, CEO Company Name: InfinixSoft Global LLC Main Address: 360 NE 75th St. Suite #127, 33138, Miami, Florida 21. GOVERNING LAW. This Agreement shall be governed by the laws of the state of Florida. If litigation results from or arises out of this Agreement or the performance thereof, each Party shall be responsible for its own attorneys' fees, court costs, and all other expenses, whether or not taxable by the court as costs. 22. COUNTERPARTS/ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 23. SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein. 24. ENTIRE AGREEMENT. This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

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25. HEADINGS. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. ********************************************************************************************** EXHIBIT A A. PURPOSE OF APPLICATION SYSTEM. To create a new iOS / Android Native app and a web responsive site to allow users to connect with each other inside a unique social betting platform. The Platform is social trivia, initially sports trivia and other trivia contests leading to peer to peer betting intended for the causal and non- professional betting market. A landing page to promote the product is included as well for desktop and mobile devices. Developer will publish the app in Apple Store / Google Play Store with developer accounts registered to the client. The responsive website will be uploaded and deployed into an AWS Environment also registered to the client. The applications and responsive website will be fed by a Ruby on Rails backend with the according API. The API will be open to be used in other sports betting platforms. The app will be developed under the following considerations: ● Native iOS Swift 5.0 Language with Xcode Development Environment. ● Native JAVA with Android Studio for Android Devices with OS 6.0+ ● Ruby On Rails Backend + PostgreSQL + Rest API ● HTML5 + CSS 3 + Bootstrap Core Platform The Core of Click Stream is a free to play gaming platform that caters untapped market of the causal users that will spend a few seconds to interact with a platform for free in order to win real money. Our primary target is not the sports betters or the fantasy players. We target a more general demographic that is much more general and includes more of the female population. Our games will initially be quick to play quiz type games that allows the user to get involved in around 20 seconds, and then receive results from push notifications. Game types are set up dynamically with live game shows with Hosts 2 - 4 times per month. Because the format doesn't change, we can run games nightly for NBA to NHL, NFL to individual events such as the Oscars, other awards shows, and new sporting events such as Soccer and Nascar. Games and events automated from the backend and launched automatically. Api's Are plugged in to track results in real time, and there is a manual option to allow customs events that can be run through the platform. Business model- What sets our platform apart from other platforms in this untapped casual industry is that we have winners win significant amounts of money via time breakers, timing of inputting answers etc. Competitor platforms pay out an average of a few dollars. Our winners are more top loaded and pay out around $2,500 per the top 5 and $1,000 per the top 10. Initially monetization is based upon sponsors paying out the pots. IE, a pot for a single game will be around $25,000 to the winners and Sponsors will pay around $30,000 to $35,000 to sponsor the event. In return they will get around 30,000-75,000 unique user hits and eyeballs to their product/company.

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Eventually the platform will expand into affiliate sales of products and once the audience has grown large enough, peer to peer betting. Monetization We will initially fund the first month of pots in order to attract enough users to get sponsors. After the first month we will have enough users to begin having sponsors pay the pots. We will then expand to peer to peer betting and advertising. B. SERVICES. The Developer will develop the mobile application based on the Client's specifications, will assist the Client in acquiring corporate sponsors and will operate and maintain the Application System through hosting of games including customer support. The Client will provide The Developer with all necessary information to carry out the development process. C. SPECIFICATIONS. Features for Website & iOS / Android Mobile App for users include: ● Home Screen ● Users Sign in / Sign up ● Profile Creation / Edition with ● Social Networks links ● Add image / Videos ● In App Purchase by each platform convenient method + Stripe.com integration on website. ● Lineup Creation ● SMS/email alert system (when a lineup has to be changed). ● Monetization / Subscription Model ● Mirco social betting ● Peer to Peer betting ● Group betting ● Dynamic Quiz game Engine ● Other dynamic Game Engines ● Homepage with newsfeed, how to play screens, institutional information, Twitter feeds, promotions and other CTAs. ● Historical data with How your lineup did compared to winning lineups. ● Push Notification ● Pop up (Advertiser) ● Rate Us ● Chat ● Block / Delete ● Terms of Use / Privacy Policy ● Analytics integration Web Admin Dashboard features include: ● Statistics to see the data in real-time ● Resolve payment issues ● Users Main Administration ● Disable / Lock Users ● Homepage features administration. ● Confirm Signup ● Forgot Password ● Payment success / receipt ● Payment Failed ● Renew Reminder ● Renew Notice

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Transactional emails ● Welcome Email ● Order Confirmation ● Forgot Password Notes ● UI / UX design is included in the proposal. ● The source code belongs to the client and will be delivered as soon as the project is fully finished. ● Confidentiality: The main concept and idea of the platform are not to be shared by Developer. D. COMPLETION SCHEDULE. The schedule for completion of the Application Development (the Schedule) and the responsibilities under the Agreement is detailed as follows: Mobile / Web App development: 24 weeks + 4 weeks for QA & Details. E. MAINTENANCE AND SUPPORT. The Maintenance & Support is not included in this contract, but we suggest making a plan in the future that includes bug fixing, server monitoring and constant optimization of the apps. 90 days warranty (bugfixing) support is included. F. MILESTONES. ● Week 1 -> UI Design + Logo + Look & Feel ● Week 2-> UI Design - 40% of the UX flow completed ● Week 4 -> UI Design - 75% of the UX flow completed ● Week 6 -> Finished UI Design + Feedback / Technical Documentation ● Week 8 -> Final UI Design - Initial Dev. Process - Backend Development Started ● Week 10 -> Initial Dev. builds with 3 or more screens (hardcoded frontend) for iOS ● Week 12 -> Second Dev. builds with 6 or more screens (hardcoded frontend) for iOS ● Week 14 -> Third Dev. builds with all screens (hardcoded frontend) for iOS / Backend CMS in alpha stage ● Week 16 -> Registration process and Home APIs Integrated in Dev. builds. ● Week 18 ->Other APIs Integrated in Dev. builds. ● Week 20 -> Mobile Apps in Alpha Stage with 70% of the APIs Integrated ● Week 22 -> Mobile Apps in Alpha Stage with 90% of the APIs Integrated ● Week 23 -> Mobile Apps in Beta Stage of the APIs Integrated + Payment Gateway Integration ● Week 24 -> Final RC1 Build uploaded to stores + AWS Production Deployment subject to acceptance testing by client G. PAYMENT SCHEDULE. The total cost for the development of the project is $ 480,000. - Developer has accepted 4,122,394 shares of Clients common stock in exchange for $180,000 worth of services to be provided. The Shares were paid to INFX Development, LLC. (Certificate # 1054) and accepted by Developer as payment on December 30t h, 2019 Client will form subsidiary and register the new business if necessary.

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The Client agrees to pay to the Developer for the development of the project as listed above, the amount of the other $300,000. - according to the following schedule: ● $30,000. - down payment. ● $30,000.- mid payment (Week 2). ● $30,000.- mid payment (Week 6). ● $30,000.- mid payment (Week 9). ● $30,000.- mid payment Week 12). ● $30,000.- mid payment (Week 16). ● $30,000.- mid payment (Week 20). ● $90,000.- following Client acceptance of the Application, and when RC1 version is delivered and uploaded to stores. By signing below, the Parties agree to comply with all of the requirements contained in this agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written Clickstream Corp. By: Frank Magliochetti, CLIENT CEO Name: Title: CEO InfinixSoft Global LLC DEVELOPER By: Name: Ivan Alejandro Saroka Title: CEO - Founding Partner 11 │ Page

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
answer:

20101