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Connect Technology Franchise Agreement

AGREEMENT

for a Technology Franchise & Ongoing Partnership

Terms and Definitions:

  1. AGREEMENT: This agreement including all Appedixes.
  2. CONNECT: Connect Software, a DBA of Task Depot LLC, registered on May 23, 2014 in Maricopa, Arizona, United States of America, EIN 47-1316808, represented by James Cowart as director.
  3. CLIENT: Client app owner organization.
  4. OTHERS: Any individual or organization registered at any jurisdiction who is not CLIENT, CONNECT nor a direct affiliate of either of both.
  5. SOFTWARE: A set of compiled (machine-encoded) algorithms of the Connect Platform source code, modified to prepare for as listed in Appendix A “Software License”. Any applicable parts of the Connect Platform source code, client apps, libraries, binaries, executable files, modules, server scripts, algorithms, graphics, texts or any other intellectual property of CONNECT within AGREEMENT are henceforth referred to as the SOFTWARE.
  6. SERVICE: Tasks performed by CONNECT for CLIENT within terms of AGREEMENT as outlined in Appendix B “Services Provided”.
  7. PAYMENT: Payment for the SOFTWARE and SERVICE as outlined in terms specified in Appendix C “Payments”.
  8. APP MARKETS: Apple AppStore, Google Play Market.
  9. COMPLIANCE: Compliance with all required policies of all APP MARKETS within AGREEMENT.
  10. CONFIDENTIALITY: Personal user information protection in accordance with COMPLIANCE, also non-disclosure of any information which evidently may cause harm to CLIENT or to CONNECT, including but not limited to: financial losses, evident loss of new business due to reputation damage and other applicable losses.
  11. FAIR PLAY: Using all applicable professional knowledge and solutions with purpose to add positive value in accordance with COMPLIANCE and CONFIDENTIALITY for the benefit and revenue growth of all parties of AGREEMENT, namely CLIENT and CONNECT.

Terms of AGREEMENT:

GENERAL TERMS:

  1. This AGREEMENT is between CONNECT and CLIENT only and does not involve OTHERS.
  2. All parties of AGREEMENT agree to FAIR PLAY.
  3. CONNECT agrees to provide SERVICE and SOFTWARE to CLIENT.
  4. CLIENT agrees to provide PAYMENT to CONNECT within agreed terms.

IDEMNIFICATION:

  1. The CLIENT agrees to hold CONNECT harmless of any damages, expressed or implied, which may result from any possible service outages beyond CONNECT’s control or technical abilities.
  2. In an event of initiation of a legal dispute by OTHERS against CLIENT or by OTHERS against CONNECT in regards to SOFTWARE, SERVICE, or PAYMENT within AGREEMENT all parties of AGREEMENT act in accordance with GENERAL TERMS of AGREEMENT.

FORCE-MAJEUR:

  1. Events of FORCE-MAJEUR nature include but are not limited to: natural disasters, information leaks, service outages as a result of malicious activity such as DDoS attacks, datacenter service outages, extreme usage spikes, other malicious activity and hardware failures.
  2. In an event of a FORCE-MAJEUR nature the CLIENT agrees to cooperate with CONNECT with full understanding of a force-majeur nature of such events and in accordance with FAIR PLAY of GENERAL TERMS.

EXCHANGE OF INFORMATION:

  1. CONNECT agrees to inform CLIENT with SOFTWARE performance and usage statistics.
  2. CLIENT agrees to notify CONNECT with all information applicable to prevent any SOFTWARE malfunctions and SERVICE outages not related to FORCE-MAJEUR.

INFORMATION PROTECTION:

  1. CONNECT agrees to protect CLIENT data and valuable knowledge assets received from CLIENT from accessing by OTHERS with FAIR PLAY and CONFIDENTIALITY in mind and in accordance with COMPLIANCE.
  2. CLIENT agrees to keep OTHERS uninformed about any knowledge about SOFTWARE which may cause loss of new business to CONNECT.

BREACH OF AGREEMENT:

  1. In case of breach of this AGREEMENT by any of the parties, after assessing facts this AGREEMENT goes to arbiter or a mediator in a legal dispute.
  2. Any legal disputes resulting from BREACH OF AGREEMENT are to be conducted in accordance with the laws of Arizona, United States.

Appendix A: Software Modules and Licensing.

  1. iOS client SOFTWARE version for Apple mobile phones and tablets as presented in TestFlight demo.
  2. Android client SOFTWARE for Android mobile phones and tablets as presented in APK demo.
  3. Web client SOFTWARE, listed in Appendix A.
  4. Database Server SOFTWARE (Back-end server), customization and deployment in Florida.
  5. Apple AppStore app publishing, including app publication with texts, media and product compliance with Apple Corporation’s app publishing and distribution policies.
  6. Google Play Store app publishing, including preparing, product-related texts and product compliance with Google App publishing and distribution policies.

Appendix B: Services Provided

Connect white-label remote interaction technology, branded and customized to be published as a mobile and/or web app, including a dedicated server deployment and a turn-key app publication service in app stores and/or web depending on subscription coverage.

Appendix C: Payment

Payment is done in two parts. First is the activation payment selected in accordance with your plan. This payment will activate the Stage1 version of Connect white-label technology which includes authentication, contacts, chats, calls, video conferences, tasks and customer support requests with operator seats.

This payment also covers general theming and branding of your app and a personal account manager who will ensure a top production standard, analyze your business process and offer additional modules to increase your in-app revenues.

First payment comes with a basic unlimited server maintenance subscription without any usage limitations, limited to hardware performance.

Second payment covers the Stage2 upgrade without affecting the initial monthly subscription cost at this time.