CUSTOMER CONTRACT

  •  CONTRACT FOR PROVISION OF SERVICES FOR REPRESENTATION AND IMPLEMENTATION OF THE MINDTALKS.AI SYSTEM AGREED TO BY BIOANYWHERE, INC. AND CUSTOMER

    COPYRIGHT PROTECTION (IP) AND COFINDENTIALITY (NDA) AGREEMENT

    This agreement is between BIOANYWHERE INC from Sunrise, FL, USA,  identified by  Employer Identification Number (EIN) 61-1856253 and legally represented by Andrés García Montoya, of Colombian nationality and identified by his national ID, C.C. 9.770.998,  and here forward referred to as THE CONTRACTOR and THE CUSTOMER. The current agreement has been made for a PROVISION OF SERVICES CONTRACT FOR THE IMPLEMENTATION OF THE  MINDTALKS.AI SYSTEM which will be governed by the norms of the American Civil and Commercial Codes, and any norms which may be applicable in this jurisdiction.

     CONSIDERATIONS

    1. THE CUSTOMER understands that it is using or has access to an application whose creation and copyright belong to a third party. This includes but is not limited to the programs, source codes, HTML segments, systems or any other technological element, software or tool necessary for the use or updating of mindtalks.ai.
    2. THE CUSTOMER is directly responsible for, as well as through its employees, dependents or collaborators, subsidiaries, investors, legal representatives, directors or officials, honoring and protecting the intellectual property that third parties have in mindtalks.ai and its updates, for which it shall take the necessary and diligent means to protect and avoid the copying of the application.
    3. To maintain the enforceability of this contract, THE CUSTOMER may use or gain access with or without authorization to programs, source codes, software, HTML segments, TAGS or systems or any other information belonging to THE CONTRACTOR, or the mindtalks.ai copyright holder or of a third party, of confidential or non-confidential nature. In these cases, THE CUSTOMER is committed to informing THE CONTRACTOR of such a situation and in any event, is obligated to not use the information or the corresponding intellectual rights in his name or in the name of a third party. Equally, it is forbidden to perform reverse engineering or to use the application which the contract covers with intent to copy, reproduce, change or modify it in any way.
    4. In the interest of the protection of intellectual rights and the confidentiality, THE CUSTOMER recognizes that both  Andrés García Montoya, THE CONTRACTOR, or the holder(s) of the intellectual rights to mindtalks.ai, have the legitimate right to claim protection of the copyright and the intellectual property or to make a claim against any violation of confidentiality.

     

    CONTRACT CLAUSES

    1. Definitions. The following concepts are given in order to facilitate a better understanding of the present contract:

    mindtalks.ai:  Is an application based on intellectual work and is, therefore protected by intellectual property rights standards. The application is characterized by its ability to create and distribute opinion polls through advertising networks and the Internet.

    DSP: Demand Side Platform o DSP is the system that allows for polls linked to a TAG to be sent.

    CPM: Spanish acronym for Cost Per One Thousand Copies which refers to the cost of sending a question one thousand times within a target population.

    TAG: Code segment which represents a poll to be sent through the DSP’s made available by the CUSTOMER.

    Analytics System: part of mindtalks.ai software which allows the display of polling answers.

    2. Objective. Through this contract, THE CONTRACTOR is obligated by THE CUSTOMER to use the required TAGS in opinion polls as per CUSTOMER instructions and to deliver the results of the polls to the analytics system. In this way, physical survey forms are replaced by virtual forms that allow an accurate, localized, real-time statistical measurement of the preferences of a surveyed segment.

    3. Scope. This contract requires THE CONTRACTOR to put in place and run an online system which delivers answers to questions designed for a target population. This will be carried out as follows:

    THE CUSTOMER is obligated to determine its target population as well as a specific strategy for doing so, establish the parameters for the reports he requires and produce said reports they. THE CUSTOMER and its business team are expected to make use of their expertise and insight in order to formulate the questions of interest to be submitted to the target population. The questions will be sent to THE CONTRACTOR so that he may design and enter them into the mindtalks.ai system.

    THE CONTRACTOR shall take the aforementioned information, write questions with possible answers and enter all the data in an ad server such as Sizmek. These questions and answers will be located under a TAG. Later, the TAG either will be sent to THE CUSTOMER to then be implemented in the DSP that allows for the distribution of the questions to the target population or will be executed by the CONTRACTOR.

    The answers to the polls are sent to the analytics system through the application in real time. As a result, the surveyed population’s preferences are known immediately. The results taken from the process are presented to THE CUSTOMER by THE CONTRACTOR through his analytics system. In this way, THE CUSTOMER can measure the answers of the surveyed segment in real time.

    THE CONTRACTOR shall create a user account so that THE CUSTOMER can download the data from the results of the survey in real time.

    4. Software. THE CONTRACTOR shall commit to using mindtalks.ai for the implementation of polls, the distribution of polls and the gathering of the results, supplying and providing THE CUSTOMER with the tags, and in general, the mindtalks.ai software needed to implement the surveys and gather the answers from the target population.

    5. Services Included. Said services are understood to be: i) the design and development of polls which are generated for the target population based on the questions that THE CUSTOMER gives; ii) delivery and testing of the tags that identify  the polls for  their use in the DSP chosen by THE CONTRACTOR; and iii) integration of the results of the polls into the analytics system; and iv) generation of reports for THE CUSTOMER.

    6a. CONTRACTOR’S RESPONSIBILITY

    THE CONTRACTOR shall be responsible for making the technological platform available for the publication and collection of the information and the delivery of the results.

    THE CONTRACTOR shall be responsible for the creation and design of the polls required by THE CUSTOMER.

    THE CONTRACTOR shall be responsible for the integration of the survey into the analytics system, the design of the questions given to the target population and the generation of reports.

    6b. CUSTOMER’S RESPONSIBILITY

    THE CUSTOMER shall be responsible for providing the possible questions that can be asked to the segment to be surveyed for the design of a question which used and implemented through mindtalks.ai.

    7. Duration. This contract shall be in force for one year from the day it is signed.

    7.a. The duration of this contract may be automatically extended indefinitely over time in increments of the duration of the original contract.

    7.b. In case one of the parties decides to not extend the contract, he shall give the other a thirty (30) day-notice before the end of the current contract period. If no such notice is given, this contract will automatically be extended.

    8. Contract value and form of payment. The parties involved have agreed to the following terms:

    THE CUSTOMER will pay according to the plan selected at the public website https://mindtalks.ai This price may be modified by agreement between the two parties and, in any case, prior to the work to be carried out.

    Under this payment plan, the value of the printing costs (CPM) in the DSP is the responsibility of THE CONTRACTOR.

    THE CUSTOMER may decide how it wants to make its payment each time by notifying via email or by telephone which payment option he wants to use.

    The parties may mutually agree at any time to a price adjustment.

    Once a poll has been finalized, THE CONTRACTOR will send THE CUSTOMER an e-bill calculated from the answers registered by the analytic system. The bill must be paid within the 30 calendar days from the day it is sent and registered.

    9.  Intellectual Property. The programs, source codes, HTML segments, TAG, systems or any other element, software or technological tool necessary for using mindtalks.ai are the property of third parties, of THE CONTRACTOR or his partners.

    In the event that the execution of this contract requires that THE CUSTOMER utilize or have access, with or without authorization to programs, source codes, software, HTML segments, systems or any other information belonging to THE CONTRACTOR, his associates or partners or third parties,

    THE CUSTOMER must convey the information to THE CONTRACTOR and in any case, THE CUSTOMER must not use his own name or that of a third party in reference to the information which he has seen or of which he has knowledge.

    10. Delivery of confidential information. By virtue of this contract, THE CUSTOMER, its affiliates, cooperating businesses, investors, legal representatives, directors, agents, employees or officials must not share, reveal or use for their own benefit or that of a third party, studies, programs, source codes, HTLM segments, TAGS or any other type of technological, commercial, professional, technical, administrative and/ or financial information that THE CONTRACTOR provides, nor have direct or indirect access, with or without authorization in the development of activities that are carried out in order to fulfill the objective of this contract.

    At the same time, THE CONTRACTOR, his affiliates, cooperating businesses, investors, legal representatives, agents, employees or officials must not share, reveal or use for their own benefit or that of a third party, studies, programs, source codes, HTLM segments, TAGS or any other type of technological, commercial, professional, technical, administrative and/ or financial information that THE CUSTOMER provides nor to have direct or indirect access, with or without authorization in the development of activities that are carried out in order to fulfill the objective of this contract.

    THE PARTIES shall commit to using the confidential information exclusively for the development of the objective of this contract.

    Paragraph 1. Both THE CUSTOMER and THE CONTRACTOR shall inform their employees and all personnel associated with project of this obligation of confidentiality, and shall commit to taking all the necessary means so that all of the previously personnel honor the mandatory confidentiality with respect to the information.

    Paragraph 2. The obligation to confidentiality that THE PARTIES assume under this contact by virtue of this stipulation will be extended for a period of five (5) years after the expiration of the duration period of this contract. The lifting of confidentiality does not imply in any way, shape or form a violation of the copyright of third parties associated with MINDTALKS.AI. 

    Paragraph 3. The parties may only share said information with their employees or collaborators that require it for the ordinary development and execution of this contract o to whom THE PARTIES specify. At any rate, THE PARTIES guarantee the confidentiality of the information among their directives, executives, employees or persons who have contact with it.

    11. of personal data. In the event that sensitive information or personal data from a surveyed population is compiled in order to execute this contract, the authorization for the use of said information and data is the responsibility of THE CUSTOMER and CONTRACTOR: THE CONTRACTOR is exonerated from any responsibility due to an infraction of the norms for the protection of personal data committed by CUSTOMER. THE CUSTOMER is exonerated from any responsibility due to an infraction of the norms for the protection of personal data committed by CONTRACTOR.

    12. Termination of contract. This contract may be terminated in the following cases:

    1. i) expiration of current contract period;
    2. ii) fulfillment of contract objective;

    iii)inability to fulfill the objective of the contract;

    1. iv) breach of contract by one of the parties;
    2. v) mutual agreement between the parties with two-month notice before the end of the contract

    In the moment in which the contract is terminated, all monetary obligations must be paid by THE CUSTOMER.

    In any partial or complete breach of contract by either of the parties, the party at fault must be notified in writing.

    13. Transfer of contract. Neither of THE PARTIES may transfer any part or all of this contract without the prior written consent of the other.

    14. Modification of the contract. Any modification of this contract shall be made in writing and shall be annexed to the current contract with prior approval and signature from both parties.

    15. Independence and non-existence of employer-employee relationship. THE PARTIES shall execute the agreement in this contract with full technical, professional and administrative autonomy, subsequently there is no formal work relationship. Nor shall there be any worker relationship between the employees of THE CUSTOMER and THE CONTRACTOR. The employees of THE PARTIES shall not be considered under any circumstances, employees, agents or representatives of the other. As such, THE PARTIES shall remain unharmed by any claim or worker’s suit brought forward by any one of their employees or by those who intervene in the execution of this contract.

    16. Conflict resolution. Conflicts that may arise from the terms of this contract or derived from its execution or interpretation will be submitted to a direct resolution process between the parties within ten (10) days from the time the difference has been made known by one of the parties, In the event that the parties cannot come to an agreement within the specified time limit, the impasse will be submitted to the Ordinary Justice System in Colombia.

    17. Penal clause. THE PARTIES freely, expressly and irrevocably agree on the penal clause covering the partial or total non-compliance with the obligations established in this contract which is stipulated as the amount equivalent to two hundred percent (200%) of the invoices in the last 2 years which can be enforced by EITHER PARTY on the NON-COMPLIANT PARTY. The payment of the specified value as a fine is considered to be a partial, not final, compensation for damages caused by non-compliance. For this reason, THE PARTY affected by the non-compliance shall have the right to obtain from the non-compliant PARTY a total compensation payment equal to the damages that said non-compliance has caused.

    18. Contractual domicile. The home base for all of the effects of this contract is Miami, Florida, U.S.A.

    19. Notifications. The mailing addresses where notifications can be sent and correspondence received are the following:

    CONTRACTOR:

    BIOANYWHERE INC, DBA - mindtalks

    242 Riverwalk Circle

    Sunrise FL, 33326  

    CUSTOMER:

    As noted in the signature above.

    20. Statement. The parties freely state that they have fully and carefully read this document and consequently, are obligated to fully comply with everything ordered and stated in the contract. The authorized representatives of the parties have signed this Contract on the date first written above.

    This Agreement may be countersigned and executed electronically using the embedded sign function. Both Parties shall be bound by the terms and conditions of this Agreement as if it was signed in writing in paper format.

     - END OF CUSTOMER CONTRACT -

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