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Strategic Alliance Agreement Between MateMedia, Inc. And Developer

Agreement made between MateMedia, Inc. (“Company”), a New York corporation, and Developer.

STRATEGIC ALLIANCE

Title of this relationship and agreement between Company and Developer are detailed as follows: Both Company and Developer act as two separate and individual entities operating independently of each other. Company and Developer do not have any controlling interest of each other and are independently run and responsible for all of operations, reporting, taxes, liabilities and relationships.

OVERVIEW OF SERVICES

Company desires to engage Developer, and Developer desires to be engaged by Company, to provide the services described in this Agreement on the terms and conditions set forth herein in order to perform WordPress plugin development services for Company as more particularly described in the specifications set forth in Schedule A hereto (“The Project”).

WHEREAS, Company is engaged in the business of and providing services regarding the development of WordPress themes, and other associated services.

WHEREAS, Developer is in the business of providing WordPress theme programming and development services.

WHEREAS, Company and Developer desire to enter into a mutually beneficial relationship with a mission to create WordPress themes and associated services.

WHEREAS, Company and Developer desire to develop, market, sell, and deliver those joint service offerings pursuant to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as outlined in Schedule A hereto (“The Project”).

MISCELLANEOUS PROVISIONS

DISCLAIMER OF WARRANTIES

Except as expressly set forth in this agreement, Company and Developer hereby specifically disclaim any representations or warranties, express or implied, regarding the services, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance.

LIMITATION OF LIABILITY

Company and Developer shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including, but not limited to any act of God, any acts of war, terrorism, earthquakes, floods, fires, epidemics, riots, or failures or delay in transportation or communications. Under no circumstances shall Company and Developer be liable to the other party or any third party for indirect, incidental, consequential, special or exemplary damages however arising, including negligence, arising from any provision of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third parties arising from any source.

INDEMNITY

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.

ASSIGNMENT

This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void.

NOTICE

All notices and other communications required or permitted under this Agreement shall be in writing and shall be by email to Company and to Developer at Developer’s email address, and shall be deemed to have been given when notice is received.

NO PARTNERSHIP

Nothing contained herein will be construed as creating any agency, partnership, or any relation of employment.

GOVERNING LAW, JURISDICTION AND VENUE

The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties under this Agreement shall be governed by the internal laws of the State of New York, United States of America, without regard to conflicts of law rules. The sole and exclusive forum for the determination of any dispute arising hereunder, including any proceedings to enforce a judgment, shall be the state and city courts located in the State of New York, County of New York, City of New York, United States of America, and the parties consent to the exclusive jurisdiction and venue thereof. Service of process of any pleadings may be made by certified mail return receipt requested.

NO WAIVER

No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.

EXCLUSIVITY

In consideration of the mutual covenants and agreements contained herein, Developer will not directly or indirectly, solicit, discuss, accept, approve, initiate, respond to or encourage any inquiries or proposals relating to, or participate or engage in any negotiations with respect to the sale of themes, including theme source code and any type of license, jointly developed by Company and Developer as outlined in this agreement.

TERM

The term of this Agreement shall begin on the Effective Date and shall continue for a period of two (2) years (“Initial Term”) unless terminated earlier by either party notifying the other party with 30 days notice in accordance with the NOTICE section of this Agreement. Upon expiration of the Initial Term, unless written notice to the contrary is provided by one party to the other party at least 30 days prior to the expiration of the then-current term, this Agreement shall be renewed for additional, successive periods of one (1) year each (each a “Renewal” and together with the Initial Term, collectively, the “Term”).

ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties with respect to its subject matter, and supersedes all prior oral or written commitments, understandings, or agreements with respect to the matters provided for herein. This Agreement shall not be amended, altered, or modified except by an instrument in writing duly executed by each of the parties hereto.
Company and Developer have caused this agreement to be executed by its duly authorized representative as of the effective date. This agreement may be executed in counterparts, and by electronic means.

Schedule A

THE PROJECT

Developer agrees to:

Develop new WordPress themes.
Provide technical support to customers for any plugins developed. Help fix any issues with the theme websites that Company builds and uses to sell the themes jointly created by Company and Developer as part of this agreement.
Assist in providing license provisioning and management for the themes.
Update themes as needed or desired. Document and update the changelog and all other documentation.

Company agrees to:

Design, build, maintain, and manage a website used to promote and sell each theme that Company and Developer release.

Theme promotion website will reside on its own domain that Company will purchase/register.

Company retains sole ownership rights to the domain name, theme name, and website name/brand.

Logos and design elements for the website to promote themes is designed by Company’s graphic design team and decisions regarding the design of the website and the naming of the themes, is provided by Company.

Company will provide web hosting for each theme and theme promotion website.

Market and promote the themes. Company will do this using a combination of methods such as emailing to Company’s mailing list of existing customers who have purchased our other other plugins and themes from us; website promotion and SEO, and via referral partners – Company will provide some paid advertising and reviews too. Theme promotion site will include an affiliate program.

Payment processing and order fulfillment services.

Frontline customer and technical support. If the issue is not highly technical in nature, Company will handle the customer inquiries; if it involves very technical issues, we will pass the support request to Developer for troubleshooting and resolution.

COMPENSATION

Company agrees to pay Developer a 40% share of the gross revenue of each license Company sells minus any refunds and affiliate payments.

Company does not charge Developer for the payment processing fees such as PayPal and Stripe.

Company will pay payment processing service fees.

Company will remit payment to Developer via PayPal. If Developer’s country does not accept PayPal, Company will make best efforts to find other arrangements to pay Developer.

Developer agrees to pay any payment processing fees if using a different payment processor than PayPal.

Payment by Company to Developer of Developer’s share is made once each month on the last day of the month.

Company agrees to provide Developer with a monthly statement of all theme licenses sold.

OWNERSHIP AND COPYRIGHT

MateMedia retains 100% ownership and 100% copyright to the themes developed.

COMMUNICATION

Company will communicate with Developer via Asana, Skype, and email.

MateMedia reserves the right to terminate this agreement at any time if Developer fails to provide the services outlined in this agreement.

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