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Viral Octopus Premium Service Agreement

This Agreement for Premium Services (the “Agreement”) is made and effective the Date

BETWEEN:

(the "Company"), a company organized and existing under the laws of , with its business address located at:

AND:

VIRAL OCTOPUS LIMITED (“VOL"), a company incorporated and existing under the laws of the Hong Kong SAR, with its registered office located at: Flat 19D, Waterloo Heights Garden, 3 Man Wan Road, Homantin, Hong Kong (hereinafter collectively referred to as the “Parties”)

Preamble

(hereinafter the "Company") would like to retain VIRAL OCTOPUS LIMITED (hereinafter "VOL") as its digital business consultant.

VOL has expertise in creating conversion optimized Digital Marketing Campaigns and tools based on the proprietary method “Viral Octopus Loop”. VOL will develop

Against this background, the Parties through consultation hereby agree upon, and shall be bound by, the following terms:

The scope of Work

Company shall describe the specifics of such services (the “Services”), the compensation to be paid and the schedule, under which such Services shall be provided in the Statement of Work (the “Services”). Company desires to retain VOL to perform certain services on Company’s behalf, and VOL desires to perform such services as described in the Statement of Work , subject to the terms and conditions of this Agreement.

Term

Unless this Agreement is (i) terminated by either Party in accordance with the “Termination” clause of the Agreement or (ii) extended by the Company in accordance with the “Service Expectations and Acceptable Criteria” clause of the Agreement, this Agreement shall be effective for nine (9) months from the Effective Date.

Service Expectations and Acceptable Criteria

The work to be performed by VOL under this Agreement is illustrated in the Statement of Work attached herewith. Upon acceptance of the Statement of Work by the Parties, VOL agrees to perform those Services set forth in the Statement of Work.

Additional statements of work may be entered into in writing and signed by the Parties during the term of this Agreement. Such additional statements of work shall be incorporated with reference to this Agreement.

Extension of the period of performance of this Agreement may be granted by Company, agreed in writing and signed by the Parties during the term of this Agreement.

Such extension shall be issued through a modification to this Agreement. Changes and Revisions VOL’s approach to web marketing is data-driven. VOL shall create campaigns that are built for high conversions from the get-go, but VOL requires freedom and space to perform its work accordingly. VOL shall not design campaigns based on the subjective opinion of other parties.

VOL’s design will be based on the latest conversion, usability and persuasion know-how. Company shall provide a suitable website and consider relevant promotional campaigns in support of various products created by VOL’s team.

In turn, Company may benefit fully and is not to be in hindrance to any diversified creativities, development concepts and product innovations of VOL. VOL is obliged to act closely to market trend and changes and may adopt, apply or input any of the Company’s campaign data, know-how and relevant information into its products.

Consideration and Payment

As compensation in full for services performed under this Agreement and the Statement of Work, VOL shall invoice Company and Company shall pay VOL in accordance with the fees and schedule set forth in the Statement of Work.

Invoices shall be due and payable within seven (7) days from Company’s receipt and approval of VOL’s invoice and services referenced thereon unless otherwise specified in the Statement of Work.

Invoices may be submitted electronically to: VOL shall be responsible for all expenses incurred in performing duties under the Statement of Work unless otherwise agreed to in the Statement of Work.

Company shall reimburse VOL for travelling and other incidental costs that have been authorized by Company in writing and/or specified in the relevant Statement of Work.

Copyrights

Company guarantees to VOL that any elements of text, graphics, photos, designs, trademarks, or other artwork that Company provides to VOL for inclusion in the website are either owned by Company or have been given permission to use them lawfully.

When full payment is received by VOL from Company, the copyright is automatically assigned as follows: Company owns the graphics and other visual elements that VOL creates for Company for the project.

VOL shall hand over to Company a copy of all the files and Company should keep them in safe custody as VOL shall not be obliged to provide any native source files that are used in the production process.

Company shall have the ownership of all text contents, photographs and data provided by VOL unless otherwise possessed by other parties.

VOL reserves the right in linking to Company’s completed project as part of its portfolio and to include/display the project on websites, in magazine articles and books of the web design.

Confidentiality

VOL agrees and acknowledges that the systems which Company owns, plans or develops from time to time, whether for its own use or for use by its clients, are confidential and are the property of Company.

VOL further agrees and acknowledges that in order to enable Company to perform services for its clients, such clients may furnish to Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill entrusted to Company depends upon, among other things, Company and VOL keeping such services and information confidential (collectively, including Company systems and Company client information, the "Confidential Information").

Non-disclosure

VOL agrees that, without prior written permission of Company, VOL shall not at any time, whether during the course of their relationship with Company, disclose to any person or use any Confidential Information, or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, whether prepared by VOL or otherwise coming into VOL's possession or control.

Non-competition

VOL agrees not to engage in any activity that is competitive with any activity of Company during the course of their relationship and for a period of two (2) years after termination of the Agreement.

For purposes of this clause, competitive activity encompasses forming or making plans to form a business entity that may be deemed to be competitive with any business of Company. This does not prevent VOL from seeking a business relationship with a competitor after termination of the Agreement so long as such competitor was in existence prior to the termination of the relationship with Company and VOL was in no way involved with the organization or formation of such competitor.

Termination

Notwithstanding any contrary provision contained elsewhere in this Agreement, this Agreement and the rights and obligations may be terminated by Company immediately if VOL defaults in the performance of any of VOL’s obligations under this Agreement, including but not limited to failure to provide the products or services set forth in the Statement of Work within the time specified. Any payment due to VOL shall be compensated by Company in a manner that Company considers fair and taking into account the work performed by VOL.fairly against actual work performed. Vice versa, this Agreement may also be terminated by VOL immediately if Company defaults in the performance of its obligations under this Agreement. Either party may terminate this Agreement by giving the other party a 30-day notice in writing.

Intellectual Property

VOL shall retain all rights to pre-existing ideas, processes, procedures, and materials used by VOL in developing and/or providing products and/or services to Company.

VOL warrants that the Intellectual Property and products VOL will produce under this Agreement shall be original and shall not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights.

To the extent that VOL is required to incorporate a third party’s proprietary materials into the Intellectual Property and products that VOL produces for Company, VOL shall obtain all authorizations necessary for such incorporation and shall obtain such permissions as are required by Company to allow Company to fully make use of or apply the Intellectual Property and products produced by VOL.

Warranty of Service

VOL agrees that services shall be performed in a professional, efficient and workmanlike manner and that the Intellectual Property and products VOL provides to Company shall meet the requirements set forth in the Statement of Work.

VOL further warrants that VOL has all authorizations and rights to enter into this Agreement and that there are no impediments to VOL’s execution of this Agreement or VOL’s performance of its obligations under this Agreement.

Governing Law

This Agreement shall be construed and enforced in accordance with the laws of Hong Kong SAR, with no reference to that body of law governing conflicts of law.

Entire Agreement

This Agreement inclusive of the Statement of Work(s) embodies the initial authorization between the Parties and supersedes all prior contracts, representations, negotiations, or letters, whether written or oral, regarding the subject matter hereof. The Parties shall not be bound by or liable for any statement, representation, promise, inducement, or understanding of any kind not set forth in this Agreement.

No statement or writing subsequent to the date of execution of this Agreement purporting to modify or add to the terms and conditions hereof shall be binding unless consented to in writing by duly authorized procurement representatives of Company and VOL in a document making specific reference to this Agreement.

This Agreement is prepared in two originals and each party is entitled to one set. Both copies shall be equally valid when duly signed.

IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by law on the date first written above.

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Signed by Pietro Bonomo
Signed On: July 9, 2020

Timestamp

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August 22, 2018 2:53 pm HKT

Viral Octopus Premium Service Agreement Uploaded by Pietro Bonomo - [email protected] IP 182.253.98.239