Exhibit 10.1
Hotchek Mobile App and Portal Development AgreementBetween SoftAddicts.com, Inc. and CLIENT.
CLIENT. (referred to herein as"CLIENT") has engaged SoftAddicts.com, Inc. (referred herein as"CONTRACTOR") for the specific purpose of website development and/or Internet related services.
1. SERVICESRENDERED. CONTRACTORagrees to perform followingwebsite development and/or Internet related services asoutlined andagreed to inattached Statement ofWork. Multiple Statements of Work can be apart of this agreement. Each Statement of Work mustrefer to this agreement and signed byboth parties tobe legal.
2. PAYMENT. All charges agreed upon andwhichmay accrue shall become due and payableto CONTRACTOR asdescribed in attached and signed Payment Schedule.
3. ADDITIONAL SERVICES. The terms and conditions set forth in this document constitute the soleagreement between CONTRACTOR andthe CLIENT regarding thewebsite development and/or Internet related services. Any additional work not specifiedin this contract orin theStatement of Work must be authorizedinwriting.
4. CONTRACTOR’s PERFORMANCE. CONTRACTOR agrees to perform all tasks assigned toCONTRACTOR asset forth inthis Agreement, Statement of Work, Payment Schedule, or aChange Order, and to provide all assistance andcooperation to CLIENT. CONTRACTOR agrees to begin the development immediately upon acceptanceof this Agreement and deposit payment by the CLIENT. CLIENT shall hereby acknowledge andagree that CONTRACTOR and itssuppliers will not beliable for any temporary delay, outagesor interruptions of the services. Further, CONTRACTOR shall not beliable for any delay or failureto perform its obligations under this Agreement, where suchdelay or failure results from any act of Godor othercausebeyond itsreasonable control (including, without limitation, any mechanical,electronic, communication, or third-party supplier failure). CONTRACTOR is responsible for the performance of thesoftware after it has been installed. If, for some reason, theCLIENT isat fault for the software not performing, then a written quote from CONTRACTORwill be submitted forapproval of the work required to fix the software. All otherfailures due to the software will be responsibility of CONTRACTOR to repair back to acceptable performance.
5. CLIENT’s RESPONSIBILITIES. CLIENTagrees to perform all tasks assigned to CLIENT as setforth inthis Agreement, Statement of Work, Payment Schedule, or a Change Order, and toprovide all assistance and cooperation toCONTRACTOR. CONTRACTOR shall not be deemedinbreach of this Agreement inthe event CONTRACTOR's failure to meet its responsibilities andtime schedules is causedby CLIENT's failure to meet (or delay in) its responsibilities andtime schedules setforth inthe Statement of Work, Payment Schedule, aChange Order, or this Agreement. In the event of any such failure or delay by CLIENT, (i) allofCONTRACTOR's time frames, milestones, and/or deadlines shall beextended bythe number of days of CLIENT's failure multiplied bytwo(2); and (ii) CLIENT shall continueto make timely payments toCONTRACTOR asset forth inthis Agreement, the Payment Schedule, and anyChange Order(s) asif all time frames, schedules, or deadlines had beencompleted byCONTRACTOR. In theevent of such failure, CONTRACTOR hasa right to substitute project developers andCLIENTwill haveto cover a reasonable learning curve necessary.
6. SUBCONTRACTING. CONTRACTORreservesthe right to assign other developers to the projects. In such event CONTRACTOR’s subcontractor or subcontractors must be accessible to CLIENT during normal work hours by E-mail and, if requested inwriting, ICQ or any instant message system, and/or by phone. CONTRACTOR isresponsible for all subcontracting performances as if it wastheir own.
7. NON-CONTRAVENTION. Neither party shall, directly or indirectly, take any actionor do anything, which hasthe result of reducing, hindering, impairing oreliminating thebenefits to be derived from this agreement or the relationshipcreated hereby. Neither party shall confer, negotiate, solicit or try to confer, negotiate or solicit with anycontact, CLIENT, customer, supplier, subcontractor or service provider of the other party in order to avoid orevade or reduceor eliminate any obligations, rights or benefits of this agreement. CONTRACTOR cannot directly contract customers of the CLIENT and CLIENT cannot directly contract or employ employees or subcontractors of theCONTRACTOR for any reason other than to perform under this agreement during theterms of this Agreement and for a periodof 3 (three)years upon terminationof this Agreement, whether because of either party’s default, upon completion, or any other cause. In the event of an already existing direct business between oneof the parties, and the other party’s protected interest, section 7 shallnot apply. Each party agrees to act in good faith in carrying out theprovisions of this Agreement to the best of their abilities.
8. WARRANTIES AND LIABILITY. CONTRACTOR doesnot warrant that the functions of theSoftware Development and/or Internet Related Serviceswill meet theCLIENT’s expectations of resulting business.
9. TRADEMARKS ©RIGHTS. The CLIENT represents to CONTRACTOR and unconditionally guaranteesthat any elements of text, code, graphics, photos, designs, trademarks, or other material furnished to CONTRACTOR for inclusionin CLIENT’S projects areowned bytheCLIENT, or that the CLIENT has permission from the rightful owner to use eachof these elements, andwill hold harmless, protect, and defendCONTRACTOR from any claim or suit arising from the useof such elements furnished bythe CLIENT. Copyright to the assembledwork of Web pages produced by CONTRACTOR isowned by
CONTRACTOR. Upon final payment for each Statement of Work, all rights owned byCONTRACTOR as to the design, graphics, text, and programs, made for that Statement of
Work, transfer to theCLIENT.
This does not include source code, documentation, and/or application programs that were previously written ordeveloped by CONTRACTOR and modified tomeet CLIENT's specific requirements. CONTRACTOR shall own allworldwide right, title, and interest in andto such content, but shall provideCLIENT (upon payment in fullof the fees associatedwiththeStatement of Work) aworldwide, royalty-free, non-exclusive, transferableand perpetual right and licenseto use such content. CONTRACTOR agrees that it either owns orwill own any rights that it claims to own andwhich CONTRACTOR assigns to CLIENT. CONTRACTORwill assign any intellectual property rights to CLIENTthat are consistent withthis paragraph.
10. THIRD-PARTYPRODUCTS ANDSERVICES.Certainthird-party products and services might be used as apart of theproject. Unless specifically agreed to byCLIENT andCONTRACTOR, CONTRACTOR shall not be responsible for performanceof such products and services. Further, all costs related to third-party products and services shall be responsibility of theCLIENT.
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11. LITIGATION. Any disputes arising from this contract will belitigated orarbitrated inBroward County, Florida. This Agreement shallbe governed andconstrued in accordancewith thelaws of theState of Florida, USA.
12. CONFIDENTIALITY. Confidential Information shall mean allinformation identified bya party ("Disclosing Party") to the other party ("Receiving Party"), which, if in writing labeled as confidential, or if disclosed orally, is reduced towritingwithin fifteen (15) days, and labeled as confidential. Confidential Information shall remainthe sole property of the Disclosing Party.Except for the specific rights granted by this Agreement, theReceiving Party shall not use anyConfidential Information of DisclosingParty for its own benefit or for the benefit of others.Receiving Party shall not discloseConfidential Information toany third partywithout the written consent of Disclosing Party (except to its own developers who arebound by awritten agreement with Receiving Party to maintain confidentiality). Confidential Information shall exclude information (i) availabletothe public other than byabreach of this Agreement; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii)independently developed by Receiving Party without access to Confidential information; (iv)knownto Receiving Party at the timeof disclosure; or (v) produced in compliance with acourt order. Receiving Party shallgivereasonable noticeto DisclosingParty that Confidential Informationis being sought by a third person, so asto afford an opportunity to limit or prevent such disclosure. ReceivingParty agrees to cease using allConfidential Information, and to promptly return such Confidential Information to Disclosing Party upon request.
13. MARKETING. CLIENT herebygrants CONTRACTOR the right to use thename and servicemarks of CLIENT inits marketingmaterials or other oral, electronic, or written promotions, which shallinclude naming CLIENT as aCLIENTof CONTRACTOR and abrief scopeof services provided. Either party may elect to issue apress release related to thisAgreement. In doing so, any release shall be approved bytheother party and such approval shall not be unreasonablywithheld.
Termination for Convenience. CLIENT shallhavethe right at any time to terminate thisAgreement upon fifteen (15) days’ notice by givingwritten noticeof termination toCONTRACTOR. In theevent of such termination, CLIENT's entire financial obligation toCONTRACTOR shall befor then accrued payments due under Payment schedule, plus the prorated portionof thenext payment, if any, due withrespect toitems beingworked on but notyet delivered atthe time of termination.
CONTRACTOR shall havethe right to terminate this Agreement upon fifteen (15) days’ notice bygiving written noticeof termination to CLIENT. In the event of such termination,
CONTRACTOR’s entire obligation shall be to complete all outstanding Statements of Work.
AutomaticTermination. This Agreement willbeterminated automatically, without notice, (i) upon the institution byor against either of the partiesto this Agreement of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of their debts; (ii) upon them making an assignment for the benefit of creditors; or (iii) upon their dissolution.
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15. ENTIRE AGREEMENT. This Agreement, including theattached Statement of Work andPayment Schedulewhich are incorporated herein byreference as though fully set out, contains the entire understanding andagreement of the partieswithrespect to the subject matter contained herein, supersedes all prior oralor written understandings and agreements relating thereto except as expressly otherwise provided, andmay not be altered, modifiedor waivedinwhole orin part, except inwriting, signed byduly authorized representativesof the parties.
16. FORCEMAJEURE. Neither party shall beheldresponsible for damages caused by any delay or default due toany contingency beyond its control preventing orinterfering with performance hereunder.
17. SEVERABILITY. If any provisionof this Agreement shall beheld bya court of competentjurisdiction to be contrary to any law, the remaining provisions shall remain in full force andeffect as if saidprovision never existed.
18. WAIVER AND AMENDMENTS. Nowaiver, amendment, or modificationof any provisionof this Agreement shallbeeffective unless consented to byboth parties inwriting. No failure or delay by either party inexercising any rights, power, orremedy under this Agreement shall operate as awaiver of any such right, power, orremedy.
19. AGENCY. The partiesare separate and independent legal entities. Nothing contained in this Agreement shall bedeemed to constitute either Agent or CLIENT a representative, partner,joint ventureor employeeof the other party for any purpose. Neither party has the authority to bind theother or to incur any liability on behalf of the other, nor to direct the employees of the other.
20. SUCCESSORS. All rights and obligations of the parties under this Agreement would be transferred to either party successor asif it wasthe original party to this Agreement.
CLIENT Information
DEVAGO INC.
Address: Calle Dr. Heriberto Nunez #11, Edificio Samadhi Apto 104; Santo Domingo, RDPhone: 8099944443
Email: jose@devagoinc.com
SoftAddicts.com, Inc.
Address: 1000 NE 12 Ave, Suite 707 Hallandale Beach, FL 33009
Phone: 954-536-0118 Email: vlad@softaddicts.com
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INWITNESS WHEREOF, the parties hereto have executed this Agreement as of the dateindicated below:
CLIENT. /s/ JoseAcosta Title: President, CEO
Date FEB 52015
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SoftAddicts.com, Inc. Title: CEO
/s/ V. Shaunders
Date FEB 52015
STATEMENT OFWORK (as a part of HotChek Mobile App and Portal Development Agreement between SoftAddicts.com, Inc. and CLIENT.)
Phase 1.
CLIENTagrees to provideSoftAddicts a statement of work and detail specificationof the change requests to beadded tothis agreement byMarch 1, 2015.
CLIENT /s/ JoseAcosta
CONTRACTOR /s/ V. Shaunders
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DATE FEB 5 2015
PAYMENT SCHEDULE (as apart of Hotchek Mobile App and Web Portal DevelopmentAgreement between SoftAddicts.com, Inc. and CLIENT.)
Additional work and futuremaintenancewill be performed at $45/hour.
CLIENT/s/ JoseAcosta
CONTRACTOR /s/ V. Shaunders
DATE FEB 52015
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