SOFTWARE DEVELOPMENT AND PUBLISHING AGREEMENT

 

Welcome to our website, http://www.gamebership.com/ , KARAOKULTA S.A.P.I. DE C.V. and/or its affiliates ("KARAOKULTA") is the owner of all the software and intellectual property right for the http://www.gamebership.com/ website and gaming software mobile application and other products and services (“PLATFORM”). When you upload your game in the PLATFORM, or you use the PLATFORM in connection with any technological components, mobile applications, or you use software provided by KARAOKULTA in connection with any technological component you accept the following terms and conditions, PLEASE READ THEM CAREFULLY:

All content included in or made available through the PLATFORM, such as images, photographs, logos, button icons, graphic, audio clips, digital downloads, data compilations, and software is the property of KARAOKULTA or its content suppliers and protected by the Mexican Law and international copyright laws. The compilation of all content included in or made available through the PLATFORM is the exclusive property of KARAOKULTA.  

  1.  1. KARAOKULTA S.A.P.I. DE C.V., owner of the intellectual property rights, based in the         following URL http://www.gamebership.com/ a Gaming Platform for the Latin American market. KARAOKULTA will publish your games in the PLATFORM and we pay the developer according to an enhanced gaming monetizing process that is the result the game overall performance.  

 

 2. SOFTWARE DEVELOPER: a skilled individual or company that develops software gaming franchises for http://www.gamebership.com/ , KARAOKULTA or the PLATFORM and desires to publish those games or multimedia in the PLATFORM.

 

THEREFORE, KARAOKULTA and Software Developer agree as follows:

 AGREEMENT

 

I. Definitions.

As used in this Agreement, the following terms shall have the following meanings:

 1. "YOUR GAME", shall mean the gaming or multimedia software program and its code, specifications, technical documentation and related items fully described in Exhibit A that was created by the Software Developer and that complies with this document.

 

 2. "Specifications", shall mean the description of the technical needs to upload “YOUR GAME” into the GAMEBERSHIP PLATFORM, described in in Exhibit A .

 3. "Authorized Derivative Work", shall mean any computer software program, electronic game or piece of work which constitutes a derivative work of “YOUR GAME” within the meaning of that complies under the United States and Mexico copyright laws.

 4. "Derivative Products", shall mean any product other than a computer program or electronic game which is based on or derived from “YOUR GAME” or any audiovisual effects, produced by “YOUR GAME” or any characters or themes therein. Derivative Products include, without limitation, T-shirts, comic books, merchandise, books, toys, films and television shows.

 

 5. "DEVELOPER PAYOUT", shall mean the developer payout system that is the defined in the following formula:

GAMEBERSHIP MONEY REVENUE X TITLE PLAY TIME/DIVIDED BY THE TOTTAL GAMEBERSHIP PLAYTIME X 70% TO GAME OWNERS X TITLE´S USER RATING.

Gamebership Developers Payout link: http://devs.gamebership.com/#how-do-we-pay-devs

 

 6. "Bugs", shall mean any deviations from the functionality, specifications and any deviations from commonly accepted standards for normal and correct operation of the game program, even if not explicitly mentioned in the specifications, such as any cases where YOUR GAME or a Derivative Work abnormally ceases functioning, produces incorrect or misleading information or erroneously interprets information given to it, and similar deviations.

 

 7. "Subsidiary" shall mean any company which is controlled, directly or indirectly, by KARAOKULTA.

               

 8. "Affiliate" shall mean any company which controls, is controlled by or is under common control with KARAOKULTA.

 

 9. "Control" shall mean possession of more than 50% of the equity interest or voting power of KARAOKULTA.

 

 II. License to publish YOUR GAME in the following GAMING PLATFORMS:

Upon acceptance of “YOUR GAME”, the Software Developer hereby grants KARAOKULTA an nonexclusive, worldwide rights and license to:

 

 (i) Upload “YOUR GAME” in the following GAMING APPLICATION PLATFORMS:

 

  1.   1. GAMEBERSHIP PLATFORM http://www.gamebership.com/  

  2.   2. CLAROJUEGOS PLATFORM www.clarojuegos.com.mx  

  3.   3. CINEPOLIS and in the http://www.cinepolis.com/aplicaciones-moviles  

 

 

 (ii) Copy, edit, publish, sell, license and distribute, with full rights to sublicense others to copy, edit, publish, sell, license and distribute “YOUR GAME” in the following GAMING APPLICATION PLATFORMS:

 

  1.   1. GAMEBERSHIP PLATFORM http://www.gamebership.com/  

  2.   2. CLAROJUEGOS PLATFORM www.clarojuegos.com.mx  

  3.   3. CINEPOLIS and in the http://www.cinepolis.com/aplicaciones-moviles  

 

III. Software Developer's Warranties and Indemnities.

1. Representations. Software Developer represents and warrants to KARAOKULTA that:

 

 (i) “YOUR GAME” Code, technological components, accessories and all derivative Works developed by Software Developer, will be original and will not infringe upon any patent, copyright, trade secret or other proprietary rights of others;

 

 (ii) Software Developer is the sole and exclusive owner of all rights in “YOUR GAME” subject only to the rights herein granted to KARAOKULTA;

 

 (iii) Software Developer has not previously granted and will not grant any rights of “YOUR GAME” in to any third party which are inconsistent with the rights granted to KARAOKULTA in this contract.

 

 (iv) Software Developer has full power to enter into this Agreement, to carry out its obligations herein contained and to grant the rights herein granted to KARAOKULTA.

 

IV. Indemnification.

 

 (i) Software Developer shall indemnify KARAOKULTA and its customers and sublicenses for, and hold them harmless from, any loss, expense (including reasonable attorneys' fees), damage or liability arising out of any claim, demand or suit resulting from a breach of any of the foregoing warranties, but Software Developer shall have no liability under this indemnity where it is determined that Software Developer has not breached any of such warranties. KARAOKULTA shall promptly inform Software Developer in writing of any such claim, demand or suit and Software Developer shall fully cooperate in the defense thereof.

 

 (ii) From the date of such written notice, KARAOKULTA shall have the right to withhold from any payments due Software Developer under the terms of this Agreement, and deposit in an interest-bearing escrow account with a commercial bank, reasonable amounts as security for KARAOKULTA.

 

 (iii) KARAOKULTA shall not agree to the settlement of any such claim, demand or suit prior to a final judgment thereon without the consent of Software Developer, whose consent shall not be unreasonably withheld. KARAOKULTA and Software Developer shall bear equally the costs of any such settlement.

 

V. Scope and Survival.

 

KARAOKULTA shall have the right to extend Software Developer's representations, warranties and indemnities contained herein to KARAOKULTA customers and sublicensees and Software Developer shall be liable to the same extent as if such representations and warranties were made by Software Developer directly to such customers and sublicensees. The representations, warranties and indemnities stated in this paragraph shall survive the expiration or termination of this Agreement.

 

VI. Delivery.

 

 1. Deliverable Items. Software Developer shall deliver “YOUR GAME” to KARAOKULTA in accordance with the Specifications defined in Exhibit A, the Software Developer shall test “YOUR GAME” and all deliverable items thoroughly as set forth in the Specifications prior to deliver “YOUR GAME” shall it should include following UPLOADING INSTRUCTIONS, SPECIFICATIONS AND DEFINITIONS :

 

  (a) Complete source code listing of the program(s) comprising “YOUR GAME” with explanatory comments and a description of the the program(s) all in the English language and in machine-readable form.

  (b) Such user instructions, development aids, materials, know-how and instructions as set forth in the Specifications.

  (c) Any other deliverable items set forth in Exhibit A.
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VII. Manner of Delivery.

All deliverable items shall be transmitted by Software Developer to KARAOKULTA electronically according to the Upload specifications defined in Exhibit A.

 

SOFTWARE DEVELOPER SHALL NOT DELIVER ANY OF THE DELIVERABLE ITEMS IN ANY TANGIBLE MEDIUM UNLESS SPECIFICALLY AGREED BY KARAOKULTA.

 

Software Developer shall deliver the deliverable items to KARAOKULTA in conformance with the Specifications and in accordance with the schedule set forth in Exhibit A.

 

Failure to Deliver. If Software Developer fails to deliver or upload “YOUR GAME” by its specified delivery date or fails to deliver the completed Work in conformance with the Specifications by its specified delivery date, KARAOKULTA will not be responsible for that action or its consequences.

 

VIII. Acceptance of Work.

 

YOUR GAME” and each Derivative Work developed by Software Developer shall be deemed accepted by KARAOKULTA. Unless KARAOKULTA gives Software Developer written notice either that “YOUR GAME” or any Derivative Work does not conform to the uploading specifications or that in KARAOKULTA subjective judgment “YOUR GAME” or any Derivative Work is not marketable as submitted.

 


[ANNOTATION:

BY 'gaston behar'
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NOTE: 'En caso de que el developer no pueda subir el juego por alguna razón'
NOTE: '']
If no changes updates are submitted, or the changes submitted do not correct the deficiencies, then KARAOKULTA may terminate this Agreement by written notice to Software Developer, or, a written notice to Software Developer, to correct or complete “YOUR GAME” or such Derivative Work and deduct an amount equal to the sum of KARAOKULTA costs thereof (including royalties, if any, paid to others) from any payments due Software Developer under this Agreement. The thirty (30) day acceptance periods specified in this paragraph shall be extended by any delay caused by Software Developer or by any other cause beyond KARAOKULTA control .

 

IX. Marketing.

 

1. Commencement of Marketing. KARAOKULTA shall initiate to market “YOUR GAME” within the same day that the Software Developer uploads the game successfully, KARAOKULTA will make a reasonable effort to distribute “YOUR GAME” through sales and/or licenses or sublicenses. KARAOKULTA and Software Developer shall cooperate to permit KARAOKULTA to commence marketing as soon as possible. KARAOKULTA will be able to commence marketing when “YOUR GAME” IS FULLY UPLOADED according to the specifications and definitions of the Exhibit A. KARAOKULTA makes no representations or warranties, however, that “YOUR GAME” or any Derivative Work will be successfully marketed or that any minimum level of sales or licensing will be achieved.

 

2. Marketing Rights. KARAOKULTA shall have the right to prepare, copy, edit, publish, sell, distribute and license “YOUR GAME” and all Derivative Works and Derivative Products throughout the world:

 

 (a) in any form, including, without limitation, human-and digital-readable forms, source and object code forms, magnetically recorded forms such as cassettes, tapes and disks, and solid state forms such as read-only memories, (b) by any methods, including, without limitation, distribution of copies (either separately or with other works), licensing or sublicensing and offering the use of “YOUR GAME” and Derivative Works through different gaming application platforms (c) for use with any computer, videogame, coin-operated game or other medium. All aspects of the distribution and marketing of the Work, Derivative Works and Derivative Products shall be in KARAOKULTA sole control, including, without limitation, determining which Derivative Works and Derivative Products, if any, to be prepared and marketed, the methods of marketing, pricing, naming, packaging, labeling and identification, protection, advertising, terms and conditions of sale and/or license, collection of customers' names and use of warranty or user registration information and procedures.

 

3. Cooperation by Software Developer. KARAOKULTA shall have the right to use, publish and permit others to use and publish Software Developer's name (including any professional name adopted by Software Developer), likeness, voice, biographical material, or any reproduction or simulation thereof in connection with the marketing, sale, advertising, distribution, exploitation, production and manufacture of the “YOUR GAME”, Derivative Works and Derivative Products.

 

Developer's other professional engagements: (a) appear for, artwork and similar reasons under the direction of KARAOKULTA (b) appear for interviews which KARAOKULTA may arrange and confer and consult with KARAOKULTA concerning the promotion of the Work; (c) appear on radio, television, blogs, internet and elsewhere; and (d) record taped interviews, spot announcements and electrical transcriptions for the purpose of advertising, promoting, publicizing and exploiting the Work, Derivative Works and Derivative Products.

 

  1.  4. Termination of Marketing Efforts. Notwithstanding paragraph above, if KARAOKULTA determines that due to changes in market conditions or for any other reason KARAOKULTA will not market or will not continue to market or distribute “YOUR GAME” or any Derivative Work, KARAOKULTA shall have the right, without further liability to Software Developer except as specified below, to terminate this Agreement by giving written notice to Software Developer. If KARAOKULTA removes from its PLATFORM or services “YOUR GAME “and all Derivative Works and makes no further effort to market “YOUR GAME” or any Derivative Works, Software Developer may consider the termination of this Agreement by giving written notice to KARAOKULTA unless within ninety (90) days after such notice.  

 

 

X. Intellectual Property Rights, Royalty Payments to Software Developer.

 

  1.  1. Intellectual Property and Royalties. All the intellectual property rights of “YOUR GAME” will always remain in the name of the Software Developer.  

 

  1.  2.Royalties of “YOUR GAME” be paid according to the following formula: 

 

 GAMEBERSHIP MONEY REVENUE X TITLE PLAY TIME/DIVIDED BY THE TOTTAL GAMEBERSHIP PLAYTIME X 70% TO GAME OWNERS X TITLE´S USER RATING.

 

 Gamebership Developers Payout link: http://devs.gamebership.com/#how-do-we-pay-devs

 

  1.  3. Combination with Other Works. If the Work, any Derivative Work or Derivative Product is sold or licensed with other works in a package or on a single medium for a single price, the Net Receipts attributable to the Work, Derivative Work or Derivative Product shall be determined by prorating the receipts from the package established by KARAOKULTA.  

 

  1.  4. Replacement and Promotional Copies. Net Receipts shall not include any receipts from copies of the Work, Derivative Work or Derivative Product which are distributed by KARAOKULTA to existing customers as back-up, replacement or corrected copies whether provided to such customers under a back-up, warranty or maintenance policy or otherwise, and no amount shall be credited or paid to Software Developer with respect to any receipts from copies supplied for promotional purposes to the press, trade, sales representatives or potential customers.  

  2.  5. Foreign currencies. Amounts received by KARAOKULTA in foreign currencies shall be deemed converted into Mexican Pesos at the average exchange rates used by KARAOKULTA in its financial statements for the month of receipt, except that "blocked funds" which cannot be remitted to Mexican Pesos shall not be deemed received until they can be so remitted, provided that, at Software Developer's request and if reasonably practicable.  

 

XI. Payments; Reports; Inspection.

 

  1. 1. Payments. Payments due Software Developer shall be calculated on a monthly basis.  

 

2. Reports. At the time of payment KARAOKULTA shall deliver to Software Developer a report, which shall provide all reasonably necessary information for computation of the payments, if any, due or credited to the Software Developer for such period, together with any adjustments in payments due Software Developer with respect to such
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perio d .

 

XII. Derivative Works and Derivative Products.

 

1. Development by Software Developer. KARAOKULTA shall have the
[ANNOTATION:

BY 'gaston behar'
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NOTE: 'El desarrollador tendra el derecho exclusivo de meterle mano a su obra'
NOTE: '']
exclusive e rights set forth with respect to any Derivative Works or Derivative Products of “YOUR GAME”. Software Developer shall promptly inform KARAOKULTA of any Derivative Works and Derivative Products which are developed by Software Developer during the term of this Agreement, and Software Developer shall deliver copies thereof to KARAOKULTA.

 

2. Development at KARAOKULTA request. If KARAOKULTA desires to prepare or have a third party prepare a Derivative Work, KARAOKULTA shall first ask the Software Developer with a written document. If the Software Developer does not agree within thirty (30) days to prepare the Derivative Work, if Software Developer and KARAOKULTA do not agree within ninety (90) days to specifications and a delivery schedule for the Derivative Work, or if Software Developer fails to prepare the Derivative Work in accordance with the mutually agreed upon specifications and delivery schedule, then KARAOKULTA can terminate this agreement after giving Software Developer written notice, or prepare or cause a third party to prepare the Derivative Work. If Software Developer prepares the Derivative Work, KARAOKULTA shall pay Software according to KARAOKULTA payout specifications defined in this agreement.

 

3. Derivative Products. During the term of this Agreement, the Software Developer shall have the unrestricted right to develop or have third parties develop Derivative Products and shall have all ownership and marketing rights with respect to such Derivative Products subject to the terms and conditions of this Agreement.

 

4. Development Aids. During the term of this Agreement, Software Developer shall provide to KARAOKULTA promptly upon KARAOKULTA request, at no charge, development aids and information which Software Developer has the legal right to provide to KARAOKULTA and are necessary or useful to enable KARAOKULTA to develop Derivative Works and Derivative Products as contemplated herein. KARAOKULTA shall not, without Software Developer's permission, use such development aids for any purpose other than preparing “YOUR GAME” for the correct installation (uploading) in the PLATFORM.

 

XIII. Maintenance.

 

Software Developer shall promptly deliver to KARAOKULTA at no charge to KARAOKULTA all corrections or modifications necessary to correct any Errors in “YOUR GAME” or Derivative Works developed by Software Developer, of which errors KARAOKULTA notifies Software Developer during the period while payments are accruing to Software Developer hereunder. Software Developer and KARAOKULTA agree that, due to the nature of complex computer programs, Software Developer cannot warrant “YOUR GAME” to be completely free of errors at present or in the future. But agree and compromise to correct bugs or software functionality within 30 (thirty) calendar days after a reported bug, by a PLATFORM End User or by KARAOKULTA.

 

 

XIV. Protection of Proprietary Rights.

 

Software Developer and KARAOKULTA acknowledge that “YOUR GAME” is of a character which is or may be protectable by patent, trade secrecy and/or copyright under the laws of the Mexico and other Latin American countries. KARAOKULTA shall use reasonable efforts to maintain proprietary protection for “YOUR GAME” consistent with KARAOKULTA´S ability to effectively market “YOUR GAME” in each country in which “YOUR GAME” is distributed.

 

(a) In the case of “YOUR GAME” or any Derivative Work or Derivative Product developed by Software Developer:  Copyright __ [Software Developer]

 

(b) In the case of any Derivative Work or Derivative Product developed by KARAOKULTA____

 

  Software Developer shall be the owner of the copyright and all other proprietary rights in all Derivative Works and Derivative Products subject to Software Developer's copyright.

 

XV. Nondisclosure.

 

Software Developer agrees that the trade secrets and technology embodied in “YOUR GAME” and any Derivative Work or Derivative Product to which KARAOKULTA acquires the nonexclusive rights hereunder, any information disclosed by KARAOKULTA to Software Developer or Software Developer's accountants or attorneys, and any information concerning KARAOKULTA technology, marketing plans, prices of KARAOKULTA existing or future hardware and/or software products (including “YOUR GAME” and Derivative Works or Derivative Products),  any methods of protection employed by KARAOKULTA and any other confidential business or technical information disclosed by KARAOKULTA to Software Developer in the furtherance of this Agreement shall be held in strict confidence and shall not be disseminated or disclosed to any other party without the express written consent of KARAOKULTA. The obligations of this Paragraph shall survive the expiration or termination of this Agreement. This Paragraph shall not apply to algorithms or programming techniques of general applicability which were developed by Software Developer prior to entering into this Agreement.

 

XVI. Trademarks.

 

Any trademarks used by Software Developer specifically to identify “YOUR GAME” are property of the Software Developer. Any trademarks adopted and used by KARAOKULTA in the marketing of “YOUR GAME”, Derivative Works or Derivative Products shall be the sole property of the Software Developer. Software Developer shall have the sole responsibility for ensuring that any such trademarks do not infringe the rights of third parties.

 

XVII. Infringement by Others.

 

1. Notification. Each party will notify the other of any infringements of rights in “YOUR GAME”, Derivative Works or Derivative Products that come to such party's attention.

2. Rights of Software Developer. If KARAOKULTA declines in writing to bring any such action, Software Developer may proceed and shall bear all expenses of the action, and shall recover its expenses from any sums recovered in the action.

 

XVIII. Term.

 

The term of this Agreement shall commence on the date hereof and shall continue until terminated in accordance with the provisions of this Agreement.

 

XIX. Breach by KARAOKULTA:

 

1. Triggering Events. In the event of the bankruptcy of KARAOKULTA or a material breach of a material provision hereof by KARAOKULTA the Software Developer may, effective thirty (30) days after written notice thereof to KARAOKULTA terminate this Agreement, and all rights granted to KARAOKULTA hereunder shall thereupon automatically revert to Software Developer.

 

2. Good Fair Dispute. A good faith dispute as to the determination or calculation of payments due Software Developer hereunder shall not be considered a breach of this Agreement provided that KARAOKULTA deposits the disputed amount in an escrow account with a commercial
[ANNOTATION:

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NOTE: 'Consideren si dejo este párrafo ']
ban k .

 

3. Additional Rights. In addition to or in lieu of its rights to terminate this Agreement upon a material breach by KARAOKULTA, the Software Developer shall have the right to pursue any remedies Software Developer may have at law or in equity, provided that in no event will KARAOKULTA be liable to Software Developer for incidental or consequential damages or the loss of anticipated profits arising from any breach of this Agreement by KARAOKULTA.

 

XX. Breach by Software Developer.

 

In the event of a material breach by Software Developer of a material provision hereof, which breach is not cured within thirty (30) days after written notice thereof by KARAOKULTA then KARAOKULTA may terminate this Agreement, and the rights granted to KARAOKULTA hereunder shall revert to Software Developer. In addition to or in lieu of its rights to terminate this Agreement upon a material breach by Software Developer, KARAOKULTA shall have the right to pursue any remedies at law or equity, and KARAOKULTA may pay into an escrow account with a commercial bank any payments due Software Developer hereunder as security for payment of any damages arising from any material breach by Software Developer of any provision of this Agreement. Upon resolution of the claim, the amounts in escrow including interest thereon shall be distributed to Software Developer after deduction of the amounts, if any, required to be paid to KARAOKULTA.

 

XXI. Effect of Termination.

 

Upon termination of this Agreement:

1. All the licenses granted shall terminate and KARAOKULTA shall promptly return to Software Developer.

 

2. Software Developer shall have no rights to any Derivative Works or Derivative Products, brands, and any marketing products developed by KARAOKULTA.

 

3. All rights and licenses granted by KARAOKULTA to third parties shall continue in full force and effect;

 

4. KARAOKULTA shall in any event have the right to retain copies of any version of “YOUR GAME” for KARAOKULTA support department to provide software and hardware support to its then existing customers; and

 

XXII. Options for Other Works.

 

Software Developer hereby grants KARAOKULTA the first option and right of first refusal set forth below to copy, edit, sell, publish, market and distribute, video games, all computer software programs (other than “YOUR GAME” and Derivative Works and Derivative Products thereof) which Software Developer develops and seeks to market within two (2) years after the date of this Agreement.

 

  1. (a) First Option. Software Developer shall promptly inform KARAOKULTA of each computer software program on which Software Developer intends to develop for sale or licensing within such period and Software Developer shall give KARAOKULTA a written notice setting forth the specifications for each such program. Software Developer shall offer KARAOKULTA the right to market each such program and shall negotiate the terms and conditions of such marketing in good faith.  

 

  1. (b) Right of First Refusal. Prior to entering into any agreement with any distributor, publisher or other party for the sale or licensing of the rights to market any program which KARAOKULTA has previously declined to market pursuant, Software Developer shall give KARAOKULTA written notice setting forth the specifications and terms and conditions under which such rights are proposed to be sold or licensed and the name and address of the party to whom such rights are to be offered. KARAOKULTA shall then have thirty (30) days in which to review the specifications for “YOUR GAME” and the terms of the proposed sale or license and to exercise a right of first refusal to accept or reject the offer. If, during such thirty-day period, KARAOKULTA gives Software Developer written notice that KARAOKULTA accepts such offer, Software Developer shall promptly execute an agreement granting to KARAOKULTA the rights set forth in the notice on the terms and conditions set forth therein. If KARAOKULTA rejects such offer, then Software Developer shall be free for a period of ninety (90) days thereafter to enter into an agreement with the party named in the notice for the sale or licensing of such rights on the same terms and conditions as set forth in the notice to KARAOKULTA. If Software Developer changes the terms and conditions or the party to whom the rights are offered, or if Software Developer proposes to offer the same terms and conditions after ninety (90) days have elapsed, Software Developer shall again offer such rights to KARAOKULTA.    

 

 

XXIII. General.

 

1. Entire Agreement. This Agreement, including Exhibit A, states the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties hereto concerning the subject matter hereof. No amendment or modification of this Agreement shall be made except by an instrument in writing signed by both parties.

 

2. Independent Contractors. Software Developer shall be deemed to have the status of an independent contractor, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint ventures’. Software Developer shall be responsible for any withholding taxes, payroll taxes, disability insurance payments, unemployment taxes and other similar taxes or charges on the payments received by Software Developer hereunder.

 

3. Equitable Relief. Software Developer acknowledges that the performance of Software Developer's obligations hereunder and the rights and licenses granted to KARAOKULTA hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, that a material breach by Software Developer of this Agreement will cause KARAOKULTA great and irreparable injury and damage and, therefore, that KARAOKULTA shall be entitled to injunctive relief to prevent such injury and damage.

 

4. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach or delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of material or supplies or any other cause beyond the control of such party, provided that such party gives the other party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof. In such an event, the time for performance or cure shall be extended for a period equal to the duration of the event, but not in excess of six (6) months.

 

5. Assignment. This Agreement may not be assigned in whole or in part by either party without consent of the other. A sublicense of substantially all rights of “YOUR GAME” shall be considered to be an assignment.

 

6. Governing Law. This Agreement shall be governed and interpreted in accordance with the substantive laws of the State of Jalisco in Mexico. The parties agree that any dispute arising under this Agreement shall be resolved in the state or federal courts within the State of Jalisco, Mexico and Software Developer expressly consents to jurisdiction therein.

 

7. Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such provisions were deleted.

 

8. Notices. Any notice required or permitted to be sent hereunder shall be deemed delivered if hand delivered or if mailed, postage prepaid, by registered or certified mail, return receipt requested, to either party at the address listed above, or such other addresses which either party may so notify the other.

 

 

XXVI. Disclaimer of Warranties and Limitation of Liability.

 

THE KARAOKULTA SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED IN THE PLATFORM MADE AVAILABLE TO YOU THROUGH THE KARAOKULTA SERVICES ARE PROVIDED BY KARAOKULTA ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. KARAOKULTA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE KARAOKULTA SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE KARAOKULTA SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE KARAOKULTA SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, KARAOKULTA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY. KARAOKULTA DOES NOT WARRANT:

  1. 1. THAT THE KARAOKULTA SERVICES, INFORMATION, GAMES, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED MADE AVAILABLE TO THE SOFTWARE DEVELOPER BY THE KARAOKULTA'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM KARAOKULTA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  

  2. 2. KARAOKULTA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY KARAOKULTA SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY KARAOKULTA SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.  

  3. 3.CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 

XXV. Modification

Please review this document and our other policies, such as our, privacy policy, payout policy, posted in our website http://www.gamebership.com/ . These policies also govern your use of the KARAOKULTA services and PLATFORM. We reserve the right to make changes to our site, policies, Service Terms, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

XXVI. Contact Information:

 

DATE: _______

 

 I ACCEPT ALL THE TERMS AND CONDITIONS OF USE, INSTALLATION AND  UPDATES  OF THE QUIEROCLICS WEBSITE.

 

 I DO NOT ACCEPT THE TERMS AND CONDITIONS OF USE, INSTALLATION AND    UPDATES OF THE QUIEROCLICS WEBSITE.